Exhibit 4.18


 


“CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS
DOCUMENT HAVE BEEN OMITTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS,
WHICH ARE IDENTIFIED BY ***.”


 


LICENSE AGREEMENT


 


GENETIC
TECHNOLOGIES LIMITED, having an office at 60 Hanover Street, Fitzroy, Victoria
3065, Australia (“GTG”) and Syngenta Crop Protection AG, having an office at
Schwarzwaldallee 215 CH-4058, Basel, Switzerland (“LICENSEE”), agree as
follows:


 


WHEREAS,
GTG is the owner of record of various intellectual property rights involving
non-coding DNA technology;


 


WHEREAS,
the parties are now entering into this LICENSE AGREEMENT (this “AGREEMENT”) to
resolve claims and/or issues pending between them relating to GTG’s non-coding
technology;


 


NOW,
THEREFORE, in consideration of the mutual agreements, representations and
releases set forth herein, the parties agree as follows:


 


ARTICLE I 

GENERAL DEFINITIONS AND RELATIONSHIPS AMONG DEFINITIONS


 


1.1                               “AGREEMENT”
means this document, its attachments, all addenda, schedules, exhibits,
appendices, and any amendments to the foregoing.


 


1.2                               “CONFIDENTIAL
INFORMATION” means any and all information which is disclosed by either party
to the other verbally, electronically, visually, or in a written or other
tangible form which is either identified or should be reasonably
understood to be confidential or proprietary. CONFIDENTIAL INFORMATION
includes, but is not limited to, the specific terms and/or conditions of this
AGREEMENT, trade secrets, ideas, processes, formulas, programs, software,
source of supply, technology, discoveries, developments inventions, techniques,
marketing plans, strategies, forecasts, unpublished financial statements,
prices, costs, and customer lists.


 


1.3                               “FIELD OF USE”
means all activities in plants.


 


1.4                               GTG and
LICENSEE” may sometimes hereinafter be collectively referred to as the “Parties”
and individually as a “Party” (as required by the context).


 


1.5                               “LICENSED
PATENT(S)”  means the United States
patents listed in Appendix “A” attached to this agreement and all reissues,
reexaminations, divisionals, continuations, continuations-in-part,
substitutions, any patent application claiming priority to any licensed patents
and extensions of the foregoing, applications therefor, and patents which may issue
upon such applications and foreign counterparts of the foregoing including but
not limited to those listed in Appendix “A”.


 


1.6                               “LICENSED
PRODUCT(S)” means:


 


1.6.1                      products manufactured
by LICENSEE or an AFFILIATE of LICENSEE, that but for the license granted
herein, the manufacture, use, sale, or import of such 


 


1

















 


LICENSED
PRODUCTS(S) would infringe or contribute to or induce the infringement of
one or more valid claims of a LICENSED PATENT;


 


1.6.2                      service or
methods performed by LICENSEE or an affiliate of LICENSEE that, but for the
license granted herein, would infringe or contribute to or induce the
infringement of one or more valid claims of a LICENSED PATENT; and


 


1.6.3                      services or
methods reformed or products manufactured by any third party solely for
LICENSEE that, but for the license granted herein, would infringe or contribute
to or induce the infringement of one or more valid claims of a LICENSED PATENT.


 


1.7                               “AFFILIATE”
means with respect to an entity, any other entity that, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with that entity as of the EFFECTIVE DATE or any date
thereafter; provided, however, that any corporation, company or other legal
entity shall be an AFFILIATE only for as long as such ownership or control
exists. The present definition is not intended to and LICENSEE shall not use
this definition as a mechanism to grant sublicenses which are specifically
excluded in Paragraph 2.2 below.


 


1.8                               “TERRITORY”
means world-wide.


 


1.9                               The words “hereof”
“herein” and “hereunder” and words of similar import when used in this
AGREEMENT will refer to this AGREEMENT as a whole and not to any particular
provision of this AGREEMENT and Article, Section and Subsection references
are to the AGREEMENT unless otherwise specified. Whenever the words “include,” “includes”
or “including” are used in this AGREEMENT, they will be deemed to be followed
by the words “without limitation.”  The
meanings given to terms defined herein will be equally applicable to both the
singular and plural forms of such terms.


 


1.10                         “EFFECTIVE DATE”
means September 28, 2007.


 


ARTICLE II 

GRANT TO LICENSEE AND RELEASE


 


2.1                               GTG hereby
grants and agrees to grant to LICENSEE and LICENSEE’s AFFILIATES, during the
TERM (as defined below), as nonexclusive, non-transferable, perpetual,
irrevocable, paid-up license under the LICENSED PATENTS to make, have made,
use, have used, sell, offer for sale, and export and import LICENSED PRODUCTS
in the FIELD OF USE throughout the TERRITORY, LICENSED PRODUCTS shall be the
exclusive property of LICENSEE and LICENSEE’s affiliates, and LICENSEE and
LICENSEE’s AFFILIATES shall be free to use LICENSED PRODUCTS for any research
or commercial purpose(s) including the right to license, sell or otherwise
transfer such LICENSED PRODUCTS to third parties. Other than explicitly granted
above, LICENSEE and LICENSEE’s AFFILIATES shall not have the right to
sublicense the rights granted hereunder to any third party under the LICENSED
PATENTS.


 


2

















 


2.2                               The rights and
licenses granted by GTG in this AGREEMENT are personal to LICENSEE and LICENSEE’s
AFFILIATES, LICENSEE and LICENSEE’s AFFILIATES shall not assign, sublicense or
otherwise transfer any license or right granted hereunder or any interest
therein without the prior written consent of GTG (which may be withheld in
GTG’s sole and absolute discretion), except to any acquiror of all or
substantially all of the business of LICENSEE to which this AGREEMENT relates,
whether by merger, sale of stock, sale of assets or otherwise, provided,
however that prior to the transfer of ownership such purchaser must expressly
assume in writing LICENSEE’s obligations under this AGREEMENT and expressly
acknowledges as in writing that products and/or services of such acquiror,
which would constitute LICENSED PRODUCTS existing prior to the transfer of
ownership shall not by virtue of this AGREEMENT constitute LICENSED PRODUCTS.


 


2.3                               All rights not
explicitly granted to LICENSEE and LICENSEE’s AFFILIATES are reserved by GTG. Not
limiting the foregoing LICENSEE acknowledges that it is not granted any rights
outside of the FIELD OF USE or to any other patents or other intellectual
property rights of GTG or any third party by this AGREEMENT except as may be
agreed by the Parties.


 


2.4                               LICENSEE shall
be responsible for all acts and omissions of LICENSEE’s AFFILIATES RELATED TO
THE RIGHTS GRANTED TO LICENSEE’s AFFILIATES under this AGREEMENT and LICENSEE
shall ensure that LICENSEE’s AFFILIATES are in compliance with the terms and
conditions of this AGREEMENT at all times.


 


2.5                               GTG agrees
that, provided LICENSEE fully and faithfully discharges all obligations, GTG
releases LICENSEE, LICENSEE’s AFFILIATES and all purchasers and users of
LICENSED PRODUCTS acquired from LICENSEE or LICENSEE’s affiliates from all
claims, demands and rights of action which GTG may have had as of the
EFFECTIVE DATE which may have occurred prior to the EFFECTIVE DATE and to
the extent such acts may have constituted infringement would be licensed
herein.


 


2.6                               GTG hereby
covenants and agrees no to assert any other patent owned or controlled by GTG
against LICENSEE or LICENSEE’s affiliates which would block or prevent LICENSEE
or LICENSEE’s AFFILIATES from practicing the rights granted hereunder. GTG does
not covenant or agree, however, not to assert any other patent owned or controlled
by GTG against LICENSEE or LICENSEE’s AFFILIATES which may be based upon
technology enabled or otherwise flowing form technology claimed in the
LICENSED PATENTS (collectively, “OTHER PATENT RIGHTS”) GTG represents and
warrants that to its knowledge, as of the effective date neither Licenses nor
Licensee’s Affiliates are practicing any invention claimed in the OTHER PATENT
RIGHTS. The non-assert granted herein shall also be binding upon GTG’s
AFFILIATES, permitted licenses, assigns and their respective successors.


 


3

















 


ARTICLE III 

CONSIDERATION


 


3.1                               LICENSEE agrees
to pay to GTG a one-time, nonrefundable fee of *** United States Dollars *** in
cash no later than the EFFECTIVE DATE. LICENSEE does not anticipate that it
will be required to pay withholding taxes on the above payment, however in the
event withholding tax payments are required, LICENSEE shall be responsible for
making all required tax payment(s) from its own funds.


 


3.2                               ***


 


3.3                               All payments by
LICENSEE to GTG shall be sent by electronic wire transfer to:


 


Key Bank U.S.A.


ABA Routing Number:  307070267

SWIFT Code: KEYBU833

Account Name:  Genetic Technologies
Limited

Account Number:  760090002576


 


ARTICLE IV 

WAIVER


 


4.1                               No waiver by
either Party, express or implied, of any breach of any term, condition, or
obligation of this AGREEMENT by the other party shall be construed as a waiver
of any subsequent breach of that term, condition, or obligation, or of any
other term, condition, or obligation of this AGREEMENT of the same or different
nature.


 


ARTICLE V 

TERM


 


5.1                               This AGREEMENT
shall commence on the EFFECTIVE DATE and shall remain in effect on a
country-by-country basis until the last to expire of the LICENSED PATENTS (“TERM”).


 


5.2                               Any alleged breach
of the terms of this AGREEMENT shall be governed by Article 9.6 herein.


 


ARTICLE VI 

CONFIDENTIALITY, PUBLICITY AND PRESS RELEASES


 


6.1                               LIMITATIONS ON
USE AND DISCLOSURE: The parties agree that the terms and conditions set forth
in this AGREEMENT are CONFIDENTIAL INFORMATION. The CONFIDENTIAL INFORMATION
disclosed by either Party (“DISCLOSING PARTY”) to the other Party (“RECEIVING
PARTY”) and the RECEIVING PARTY agrees to treat all CONFIDENTIAL INFORMATION of
the other in the same manner as it treats its own similar proprietary
information, but in no case will the degree of care be less than


 


4

















 


reasonable
care. The RECEIVING PARTY shall use CONFIDENTIAL INFORMATION of the DISCLOSING
PARTY only in performing under this AGREEMENT and shall retain the CONFIDENTIAL
INFORMATION in confidence and not disclose to any third party (except as
authorized under this AGREEMENT) without the DISCLOSING PARTY’s express written
consent. The RECEIVING PARTY shall disclose the DISCLOSING PARTY’s CONFIDENTIAL
INFORMATION only to those employees and contractors of the RECEIVING PARTY who
have a need to know such information for the purposes of this AGREEMENT, and
such employees and contractors must have entered into agreements with the
RECEIVING PARTY containing confidentiality provisions converting CONFIDENTIAL
INFORMATION, with terms and conditions at lease as restrictive as those set
forth here. Notwithstanding the foregoing, each party’s confidentiality
obligations hereunder shall not apply to information which as evidenced by
written records:


 


6.1.1                      is already
known to the RECEIVING PARTY without an obligation of confidentiality prior to
disclosure by the DISCLOSING PARTY, as to be proven by written evidence;


 


6.1.2                      is or becomes
publicly available without fault of the RECEIVING PARTY;


 


6.1.3                      is rightfully
obtained by the RECEIVING PARTY from a third party without restriction as to
disclosure, or is approved for release by written authorization of the
DISCLOSING PARTY;


 


6.1.4                      is developed
independently by or for the RECEIVING PARTY without use of or access to the
DISCLOSING PARTY’s CONFIDENTIAL INFORMATION, as to be proven by written
evidence.


 


6.2                               PERMITTED USE
AND DISCLOSURE:  Each Party hereto is
permitted to disclose the existence of this AGREEMENT and use or disclose the
CONFIDENTIAL INFORMATION disclosed to it by the other party:


 


6.2.1                      To the extent
such use or disclosure is reasonably necessary in connection with complying
with stock exchange rules or other governmental requirements.


 


6.2.2                      To its legal
and/or financial advisors, provided such advisors maintain the confidentiality
of this AGREEMENT and the terms herein.


 


6.2.3                      To the extent
such use or disclosure is reasonably necessary to enforce its rights under this
AGREEMENT, in connection with a legal proceeding or as required to be disclosed
by law or governmental regulation.


 


6.2.4                      To the extent
such use or disclosure is reasonably necessary in connection with prosecuting
or defending litigation under this AGREEMENT, complying with applicable law,
court order, submitting information to tax or other governmental authorities.


 


5

















 


6.2.5                      In the
instances set forth in Sections 6.2.1, 6.2.2, 6.2.3, and 6.2.4, the RECEIVING PARTY
shall provide reasonable advance written notice to DISCLOSING PARTY of such
disclosure and reasonably cooperate with the DISCLOSING PARTY in limiting such
disclosure,


 


6.3                               PUBLICITY AND
PRESS RELEASES:  The parties shall
mutually agree upon and jointly issue one or more appropriate media/press
releases with regard to the existence of this AGREEMENT as soon as it is
reasonably practical and agreeable for both Parties. Neither party shall issue
any other press releases relating to this AGREEMENT without prior written
approval of the other Party; provided however, that:


 


6.3.1                      Each Party
shall be permitted to post a copy of, provide a link on its web site to or
otherwise summarize any permitted disclosures made under this AGREEMENT;


 


6.3.2                      To the extent publicly
disclosed in accordance with this AGREEMENT, GTG shall be able to disclose to
other licensees and/or prospective licensees the identity of LICENSEE and the
existence of this AGREEMENT; and


 


6.3.3                      To the extent
publicly disclosed in accordance with this AGREEMENT, LICENSEE shall be able to
disclose to customers and/or prospective customers the identity of GTG and the
existence of this AGREEMENT.


 


ARTICLE VII 

NOTICE


 


7.1                               Any notice,
request or statement hereunder shall be deemed to be sufficiently given or
rendered when personally delivered, delivered by a major commercial rapid
delivery courier service or mailed by certified or registered mail, return
receipt requested, and if given or rendered to LICENSEE, addressed to:


 


General Counsel Seeds


Syngenta International AG


Werk Rosental


Schwarzwaldallee 215


CH-4058 Basel


 


With copies to:


 


Seeds Licensing


7500 Olson Memorial Highway


Golden Valley, MN 55427


 


General Counsel


7500 Olson Memorial Highway


Golden Valley, MN 55427


 


6

















 


or if given or rendered to GT, addressed to:


 


Office of the Chief Executive Officer


Genetic Technologies Limited


60 Hanover Street


Fitzroy, Victoria 3065


Australia


PH: +61 419657915


Fax: +1 (970) 484-6698


 


with a copy to:


 


Michael A. DeSanctis, Esq.


Hamilton, DeSanctis & Cha, LLP


225 Union Blvd., Ste. 305


Lakewood, CO 80228


USA


Ph: +1 (303)284-5103


Fax: +1 (303) 362-0375


 


or, in any case, to such changed address or person as GTG or LICENSEE
shall have specified to the other by written notice.


 


ARTICLE VIII 

REPRESENTATIONS AND WARRANTIES


 


8.1                               GTG represents
and warrants that it has the full right, power, and authority to enter into and
perform its obligations under this AGREEMENT and grant to LICENSEE the
licenses and other rights as set forth herein, and there are no outstanding
agreements, grants, licenses, encumbrances, liens, or agreements, either
written or implied, inconsistent therewith or pursuant to which this AGREEMENT
or the parties’ performance hereunder would violate, breach, or cause a
default.


 


8.2                               GTG represents
and warrants that the execution, delivery, and performance of this AGREEMENT
have been duly authorized by all necessary corporate actions on the part of
GTG.


 


8.3                               LICENSEE
represents and warrants that it has the full right, power, and authority to
enter into and perform its obligations under this AGREEMENT, and there are
no outstanding agreements, grants, licenses, encumbrance, liens, or agreements,
either written or implied, inconsistent therewith or pursuant to which this
AGREEMENT or the parties’ performance hereunder would violate, breach, or cause
a default.


 


8.4                               LICENSEE
represents and warrants that the execution, delivery, and performance of this
AGREEMENT have been duly authorized by all necessary corporate actions on the part of
LICENSEE.


 


7

















 


8.5                               INDEMNIFICATION:


 


8.5.1                      BY
LICENSEE:  LICENSEE agrees to hold GTG
harmless from any claims by third parties arising from the manufacture, use,
sale, importation, or other disposition of LICENSED PRODUCTS by LICENSEE,
LICENSEE shall indemnify, hold harmless, and defend GTG, and GTG’s AFFILIATES,
officers, directors, representatives, employees, or agents against any and all
claims, causes of action, demands, judgments, settlements, expenses, or losses
including, but not limited to, reasonable attorneys’ fees and court costs
arising out of or in connection with: (i) the design, development,
manufacture, use, sale, packaging, distribution, or shipment of LICENSED
PRODUCTS; (ii) any beach by LICENSEE or LICENSEE’S AFFILIATES of any
representation, warranty, or covenant thereunder, or (iii) the failure of
LICENSEE or LICENSEE’S AFFILIATES to perform any covenants or obligations
contained in this AGREEMENT.


 


8.5.2                      BY GTG:  GTG shall indemnify, hold harmless, and
defend LICENSEE, and LICENSEE’s AFFILIATES, officers, directors,
representatives, employees, or agents against any and all claims, causes of
action, demands, judgments, settlements, expenses, or losses including, but not
limited to, reasonable attorneys’ fees and court costs arising out of or in
connection with: (i) any breach by GTG of any representation, warranty, or
covenant hereunder or (ii) the failure of GTG to perform any
covenants or obligations contained in this AGREEMENT.


 


8.5.3                      The
indemnifying party’s indemnification obligations under this Section 8.5
are conditioned upon the indemnified party (i) giving prompt notice of the
claim to the indemnifying party; (ii) granting sole control of the defense
or settlement of the claim or action to the indemnifying party, and (iii) providing
reasonable cooperation to the indemnifying party and at the indemnifying party’s
request and expense, assistance in the defense or settlement of the claim.


 


8.6                               DISCLAIMER OF
WARRANTIES:


 


8.6.1                      EXCEPT AS
EXPRESSLY SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS, TO THE EXTENT
ALLOWED BY APPLICABLE LAW, ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF DESIGN,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF INFORMED OF SUCH
PURPOSE), NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES,
OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES, IN ALL CASES
WITH RESPECT THERETO,


 


8.6.2                      EXCEPT AS
EXPRESSLY SET FORTH HEREIN, LICENSEE AGREES THAT THE LICENSED PATENTS ARE
PROVIDED “AS IS,” AND THAT GTG MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT
TO THE PERFORMANCE OR SALE OF LICENSED PRODUCTS INCLUDING THEIR


 


8

















 


SAFETY,
EFFECTIVENESS OR COMMERCIAL VIABILITY NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, GTG ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES FOR
DAMAGES WHICH ARISE OUT OF OR RESULT FROM THE PERFORMANCE OR SALE OF LICENSED
PRODUCTS. LICENSEE ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE
CAUSED BY PERFORMANCE OR SALE OF LICENSED PRODUCTS.


 


8.7                               LIMITATION OF
LIABILITY: EXCEPT FOR LIABILITY FOR BEACH OF ARTICLE VIII, NEITHER PARTY
SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ANY
LICENSEE GRANTED HEREUNDER.


 


8.8                               Nothing
contained in this AGREEMENT shall be construed as:


 


8.8.1                      a warranty of
representation by GTG as to the validity, enforceability, or scope of any
LICENSED PATENT; or


 


8.8.2                      a warranty or
representation – other than granted under Article 2.6 of this Agreement –
that any manufacture, sale, lease, use or other disposition hereunder will be
free from infringement of patents other than those under which and to the
extent to which licenses are in force hereunder; or


 


8.8.3                      an agreement to
bring or prosecute actions or suits against third parties for infringement or
conferring any right to bring or prosecute actions or suits against third
parties for infringement; or


 


8.8.4                      conferring any
right to use by either Party, in advertising, publicity, or otherwise, any
trademark, trade name or name, or any contraction, abbreviation or simulation
thereof, of the other Party; or


 


8.8.5                      conferring by
implication, estoppel or otherwise, upon LICENSEE, any license or other right
under any intellectual property or patent, except that expressly granted
hereunder.


 


8.9                               The parties
further represent that they anticipate conducting further discussions to
develop a strategic collaboration. The parties acknowledge, however, that they
are not obligated to enter into any further agreements and that the failure to
reach terms on the contours of a strategic alliance in no event will affect the
rights granted under this AGREEMENT.


 


ARTICLE IX 

MISCELLANEOUS


 


9.1                               CONSTRUCTION:  This AGREEMENT has been negotiated by the
Parties and their respective counsel. This AGREEMENT shall be interpreted
fairly in accordance with its 


 


9

















 


terms
and without any strict construction in favor of or against either Party. This
AGREEMENT shall not be construed in favor or against either part by reason
of authorship of any provisions hereof. The existence or absence of any term or
condition of this AGREEMENT shall not be used in the construction or
interpretation of any other agreement between the Parties. The existence or
absence of any term or condition of any other agreement between the Parties
shall not be used in the construction or interpretation of this AGREEMENT.


 


9.2                               MODIFICATION:  This AGREEMENT sets forth the entire
agreement and understanding between the Parties as to the subject matter of
this AGREEMENT and merges all prior discussions between the Parties, and no one
of the parties shall be bound by any modification of this AGREEMENT, or by any
conditions, definitions, warranties, or representations with respect to the
subject matter of this AGREEMENT, other than as expressly provided for herein,
or as duly set forth on or subsequent to the EFFECTIVE DATE in writing and
signed by duly authorized representatives of the party to be bound thereby.


 


9.3                               CHOICE OF
LAW:  This AGREEMENT and matters
connected with the performance thereof shall be construed, interpreted, applied
and governed in all respects in accordance the laws of the state of Delaware
and of the United States. Place of jurisdiction shall be the courts of
Wilmington, Delaware, United States.


 


9.4                               DISPUTE
RESOLUTION:


 


9.4.1                      The Parties
agree that, in the event of any difference, dispute or question, arising from
this AGREEMENT, the Parties will endeavor to settle such matters amicably
between themselves in good faith.


 


9.4.2                      Should the
parties be unable to do so within a period of forty-five (45) working days, the
Parties shall designate one of its executives to meet within fifteen (15) days
after delivery of the notice to discuss, in good faith, the dispute and to
prescribe remedial action, if necessary. If the Parties’ representatives have
not bee able to come to such a resolution by the expiration of the fifteen (15)
day period, then each Party shall designate one of its Directors (or other
senior-level officers, which in the case of Syngenta, may include Global
Head of R&D) to discuss the dispute, in good faith, and to prescribe
remedial action, if necessary. If the respective Directors (or other
senior-level officers) have not been able to come to such a resolution within a
fifteen (15) day period, then each Party shall be permitted to pursue alternate
remedial legal action. Notwithstanding the foregoing, this provision shall not
be construed in such a way as to limit any Party from pursuing injunctive or
equitable relief from the courts in an expedited manner without complying with
the above stated procedure.


 


9.5                               ATTORNEYS’
FEES:  Upon resolution of any claim or
controversy arising under this AGREEMENT, the prevailing Party shall be awarded
its reasonable attorneys’ fees and costs in addition to any other amount
awarded.


 


10

















 


9.6                               INDEPENDENT
BUSINESS:  The Parties acknowledge that
their business operations are completely independent and neither Party shall at
any time hold it self out as an agent or representative of the other party. No
partnership, joint venture, or other relationship shall be deemed to exist by
virtue of this AGREEMENT.


 


9.7                               INDEPENDENT
TERMS:  Except where specifically
referenced herein as dependent or subject to another term, all the terms of
this AGREEMENT shall be independent and unconditional so that the performance
of anyone term shall not be subject to any set off or counterclaim.


 


9.8                               SEVERABILITY:  In the event any clause or term of this
AGREEMENT is determined to be void, invalid, or unenforceable, the clause shall
be reformed to the extent necessary in order to overcome the limitation and as
revised this AGREEMENT shall remain in full force and effect.


 


9.9                               HEADINGS:  The headings contained within this AGREEMENT
are for convenience and reference purposes only. They do not form a part hereof
and shall not affect the meaning or interpretation of this AGREEMENT.


 


9.10                         FURTHER
ASSURANCES:  The Parties hereto shall
execute such further documents and perform such further acts as may be
necessary to comply with the terms of this AGREEMENT and consummate the
transactions herein provided.


 


9.11                         FORCE
MAJEURE:  Neither party shall be held
responsible if the fulfillment of any terms or provisions of this AGREEMENT are
delayed or prevented by wars, revolutions, fires, floods, acts of God(s), acts
of terrorism whether actual or threatened, or other causes similar to those
enumerated and not within the control of the party whose performance is
interfered with, and which by the exercise of reasonable diligence, the party
is unable to prevent.


 


9.12                         COUNTERPARTS:  This AGREEMENT maybe executed in counterparts
(and evidenced by facsimile signatures), each of which will be deemed an
original and all of which together constitute one instrument.


 


9.13                         This AGREEMENT
shall not be assignable or otherwise transferable by either Party without the
prior written consent of the other Party, except that each Party may, without
such consent, assign this AGREEMENT and the rights and licenses granted herein,
to any purchaser of all or substantially all of the assets in the lien of
business to which this AGREEMENT pertains, or to any successor corporation that
results from reincorporation, merger or consolidation of such Party with or
into such purchaser of such corporation. Upon assignment, the rights and
obligations under this AGREEMENT and the rights and licenses granted herein,
shall be binding upon and inure to the benefit of said purchaser or successor
in interest, and shall be enforceable. This AGREEMENT and the rights and
licenses granted herein shall not be cancelled or terminated by any purchaser
or successor in interest.


 


11

















 


IN
WITNESS WHEREOF, the parties hereto have caused their authorized
representatives to execute this AGREEMENT.


 


 


	
  GTG:

  	
  LICENSEE:

  
	
   

  	
   

  
	
  GENETIC TECHNOLOGIES LIMITED

  	
  Syngenta Crop Protection AG

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name / Date

  	
  Printed Name / Date

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
  Title

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name / Date

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  



 


12

















 


APPENDIX “A”

LICENSED PATENTS AND APPLICATIONS


 


	
  Patent No.

  	
   

  	
  Earliest

  Priority Date

  	
   

  	
  Filing Date

  	
   

  	
  Issue Date

  	
   

  	
  Expiration

  Date

  
	
  US 5,789,568

  	
   

  	
  8/25/1989

  	
   

  	
  7/16/1996

  	
   

  	
  8/4/1998

  	
   

  	
  8/25/2009

  
	
  US 5,192,659

  	
   

  	
  8/25/1989

  	
   

  	
  7/11/1990

  	
   

  	
  3/9/1993

  	
   

  	
  3/9/2010

  
	
  US 5,612,179

  	
   

  	
  8/25/1989

  	
   

  	
  9/23/1992

  	
   

  	
  3/18/1997

  	
   

  	
  3/9/2010

  
	
  US 5,851,762

  	
   

  	
  7/11/1990

  	
   

  	
  8/22/1994

  	
   

  	
  12/22/1998

  	
   

  	
  12/22/2015

  



 


Patent Family Members for
U.S. Patent No. 5,789,568


 


	
  Country

  	
   

  	
  Patent Or Application No.

  	
   

  	
  Filing Date

  	
   

  	
  Publication Date

  
	
  AT

  	
   

  	
  144797T

  	
   

  	
  8/20/1990

  	
   

  	
  11/15/1996

  
	
  AU

  	
   

  	
  654111B

  	
   

  	
  8/24/1990

  	
   

  	
  10/27/1994

  
	
  AU

  	
   

  	
  672519B

  	
   

  	
  9/8/1994

  	
   

  	
  10/3/1996

  
	
  AU

  	
   

  	
  6131990

  	
   

  	
  8/24/1990

  	
   

  	
  2/28/1991

  
	
  AU

  	
   

  	
  7285094

  	
   

  	
  9/8/1994

  	
   

  	
  11/24/1994

  
	
  CA

  	
   

  	
  2023888

  	
   

  	
  8/23/1990

  	
   

  	
  2/26/1991

  
	
  DD

  	
   

  	
  299319

  	
   

  	
  8/24/1990

  	
   

  	
  4/9/1992

  
	
  DE

  	
   

  	
  69029018D

  	
   

  	
  8/20/1990

  	
   

  	
  5/12/1996

  
	
  DK

  	
   

  	
  414469T

  	
   

  	
  8/20/1990

  	
   

  	
  4/14/1997

  
	
  EP

  	
   

  	
  0414469

  	
   

  	
  8/20/1990

  	
   

  	
  2/27/1991

  
	
  ES

  	
   

  	
  2095859T

  	
   

  	
  8/20/1990

  	
   

  	
  3/1/1997

  
	
  FI

  	
   

  	
  904200D

  	
   

  	
  8/24/1990

  	
   

  	
  10/27/1994

  
	
  GR

  	
   

  	
  3022410T3

  	
   

  	
  1/29/1997

  	
   

  	
  4/30/1997

  
	
  HK

  	
   

  	
  1008053

  	
   

  	
  6/26/1998

  	
   

  	
  4/30/1999

  
	
  IL

  	
   

  	
  95467

  	
   

  	
  8/23/1990

  	
   

  	
  7/31/1995

  
	
  JP

  	
   

  	
  3139300A2

  	
   

  	
  8/24/1990

  	
   

  	
  6/13/1991

  
	
  JP

  	
   

  	
  2001309796

  	
   

  	
  3/28/2001

  	
   

  	
  11/6/2001

  
	
  JP

  	
   

  	
  03206812B2

  	
   

  	
  8/24/1990

  	
   

  	
  9/10/2001

  
	
  NZ

  	
   

  	
  235051

  	
   

  	
  8/24/1990

  	
   

  	
  1/29/1992

  
	
  US

  	
   

  	
  5192659

  	
   

  	
  7/11/1990

  	
   

  	
  3/9/1993

  



 


13

















 


	
  Country

  	
   

  	
  Patent Or Application No.

  	
   

  	
  Filing Date

  	
   

  	
  Publication Date

  
	
  US

  	
   

  	
  5612179

  	
   

  	
  9/23/1992

  	
   

  	
  3/18/1997

  
	
  US

  	
   

  	
  2003119003

  	
   

  	
  12/3/2001

  	
   

  	
  6/26/2003

  
	
  US

  	
   

  	
  2004197775

  	
   

  	
  8/23/2001

  	
   

  	
  10/7/2004

  
	
  ZA

  	
   

  	
  9006765

  	
   

  	
  8/24/1990

  	
   

  	
  6/26/1991

  



 


Patent Family Members for
U.S. Patent No. 5,192,659


 


	
  Country

  	
   

  	
  Patent Or Application No.

  	
   

  	
  Filing Date

  	
   

  	
  Publication Date

  
	
  AT

  	
   

  	
  144797T

  	
   

  	
  8/20/1990

  	
   

  	
  11/15/1996

  
	
  AU

  	
   

  	
  654111B

  	
   

  	
  8/24/1990

  	
   

  	
  10/27/1994

  
	
  AU

  	
   

  	
  672519B

  	
   

  	
  9/8/1994

  	
   

  	
  10/3/1996

  
	
  AU

  	
   

  	
  6131990

  	
   

  	
  8/24/1990

  	
   

  	
  2/28/1991

  
	
  AU

  	
   

  	
  7285094

  	
   

  	
  9/8/1994

  	
   

  	
  11/24/1994

  
	
  CA

  	
   

  	
  2023888

  	
   

  	
  8/23/1990

  	
   

  	
  2/26/1991

  
	
  DD

  	
   

  	
  299319

  	
   

  	
  8/24/1990

  	
   

  	
  4/9/1992

  
	
  DE

  	
   

  	
  69029018D

  	
   

  	
  8/20/1990

  	
   

  	
  5/12/1996

  
	
  DK

  	
   

  	
  414469T

  	
   

  	
  8/20/1990

  	
   

  	
  4/14/1997

  
	
  EP

  	
   

  	
  0414469

  	
   

  	
  8/20/1990

  	
   

  	
  2/27/1991

  
	
  ES

  	
   

  	
  2095859T

  	
   

  	
  8/20/1990

  	
   

  	
  3/1/1997

  
	
  FI

  	
   

  	
  904200D

  	
   

  	
  8/24/1990

  	
   

  	
  10/27/1994

  
	
  GR

  	
   

  	
  3022410T3

  	
   

  	
  1/29/1997

  	
   

  	
  4/30/1997

  
	
  HK

  	
   

  	
  1008053

  	
   

  	
  6/26/1998

  	
   

  	
  4/30/1999

  
	
  IL

  	
   

  	
  95467

  	
   

  	
  8/23/1990

  	
   

  	
  7/31/1995

  
	
  JP

  	
   

  	
  3139300A2

  	
   

  	
  8/24/1990

  	
   

  	
  6/13/1991

  
	
  JP

  	
   

  	
  03206812B2

  	
   

  	
  8/24/1990

  	
   

  	
  9/10/2001

  
	
  JP

  	
   

  	
  2001309796

  	
   

  	
  3/28/2001

  	
   

  	
  11/6/2001

  
	
  NZ

  	
   

  	
  235051

  	
   

  	
  8/24/1990

  	
   

  	
  1/29/1992

  
	
  SG

  	
   

  	
  47747

  	
   

  	
  8/20/1990

  	
   

  	
  4/17/1998

  
	
  US

  	
   

  	
  5789568

  	
   

  	
  7/16/1996

  	
   

  	
  8/4/1998

  
	
  US

  	
   

  	
  2003119003

  	
   

  	
  12/3/2001

  	
   

  	
  6/26/2003

  
	
  US

  	
   

  	
  2004197775

  	
   

  	
  8/23/2001

  	
   

  	
  10/7/2004

  
	
  ZA

  	
   

  	
  9006765

  	
   

  	
  8/24/1990

  	
   

  	
  6/26/1991

  



 


14

















 


Patent Family Members for
U.S. Patent No. 5,612,179


 


	
  Country

  	
   

  	
  Patent Or Application No.

  	
   

  	
  Filing Date

  	
   

  	
  Publication Date

  
	
  AT

  	
   

  	
  144797T

  	
   

  	
  8/20/1990

  	
   

  	
  11/15/1996

  
	
  AU

  	
   

  	
  654111B

  	
   

  	
  8/24/1990

  	
   

  	
  10/27/1994

  
	
  AU

  	
   

  	
  672519B

  	
   

  	
  9/8/1994

  	
   

  	
  10/3/1996

  
	
  AU

  	
   

  	
  6131990

  	
   

  	
  8/24/1990

  	
   

  	
  2/28/1991

  
	
  AU

  	
   

  	
  7285094

  	
   

  	
  9/8/1994

  	
   

  	
  11/24/1994

  
	
  CA

  	
   

  	
  2023888

  	
   

  	
  8/23/1990

  	
   

  	
  2/26/1991

  
	
  DE

  	
   

  	
  69029018D

  	
   

  	
  8/20/1990

  	
   

  	
  5/12/1996

  
	
  DK

  	
   

  	
  414469T

  	
   

  	
  8/20/1990

  	
   

  	
  4/14/1997

  
	
  EP

  	
   

  	
  0414469

  	
   

  	
  8/20/1990

  	
   

  	
  2/27/1991

  
	
  ES

  	
   

  	
  2095859T

  	
   

  	
  8/20/1990

  	
   

  	
  3/1/1997

  
	
  FI

  	
   

  	
  904200D

  	
   

  	
  8/24/1990

  	
   

  	
  10/27/1994

  
	
  GR

  	
   

  	
  3022410T3

  	
   

  	
  1/29/1997

  	
   

  	
  4/30/1997

  
	
  HK

  	
   

  	
  1008053

  	
   

  	
  6/26/1998

  	
   

  	
  4/30/1999

  
	
  IL

  	
   

  	
  95467

  	
   

  	
  8/23/1990

  	
   

  	
  7/31/1995

  
	
  JP

  	
   

  	
  3139300A2

  	
   

  	
  8/24/1990

  	
   

  	
  6/13/1991

  
	
  JP

  	
   

  	
  03206812B2

  	
   

  	
  8/24/1990

  	
   

  	
  9/10/2001

  
	
  JP

  	
   

  	
  2001309796

  	
   

  	
  3/28/2001

  	
   

  	
  11/6/2001

  
	
  NZ

  	
   

  	
  235051

  	
   

  	
  8/24/1990

  	
   

  	
  1/29/1992

  
	
  SG

  	
   

  	
  47747

  	
   

  	
  8/20/1990

  	
   

  	
  4/17/1998

  
	
  US

  	
   

  	
  5192659

  	
   

  	
  7/11/1990

  	
   

  	
  3/9/1993

  
	
  US

  	
   

  	
  5789568

  	
   

  	
  7/16/1996

  	
   

  	
  8/4/1998

  
	
  US

  	
   

  	
  2003119003

  	
   

  	
  12/3/2001

  	
   

  	
  6/26/2003

  
	
  US

  	
   

  	
  2004197775

  	
   

  	
  8/23/2001

  	
   

  	
  10/7/2004

  
	
  ZA

  	
   

  	
  9006765

  	
   

  	
  8/24/1990

  	
   

  	
  6/26/1991

  



 


15

















 


Patent Family Members for
U.S. Patent No. 5,851,762


 


	
  Country

  	
   

  	
  Patent Or Application No.

  	
   

  	
  Filing Date

  	
   

  	
  Publication Date

  
	
  AT

  	
   

  	
  0185377E

  	
   

  	
  7/11/1991

  	
   

  	
  10/15/1999

  
	
  AU

  	
   

  	
  647806B2

  	
   

  	
  7/11/1991

  	
   

  	
  3/31/1994

  
	
  AU

  	
   

  	
  8099491A1

  	
   

  	
  7/11/1991

  	
   

  	
  2/4/1992

  
	
  CA

  	
   

  	
  2087042C

  	
   

  	
  7/11/1991

  	
   

  	
  4/4/2006

  
	
  DE

  	
   

  	
  69131691T2

  	
   

  	
  7/11/1991

  	
   

  	
  5/31/2000

  
	
  DK

  	
   

  	
  0570371T3

  	
   

  	
  7/11/1991

  	
   

  	
  4/17/2000

  
	
  EP

  	
   

  	
  0570371B1

  	
   

  	
  7/11/1991

  	
   

  	
  10/6/1999

  
	
  TE

  	
   

  	
  912426A1

  	
   

  	
  7/11/1991

  	
   

  	
  1/15/1992

  
	
  IL

  	
   

  	
  0098793A1

  	
   

  	
  7/11/1991

  	
   

  	
  10/31/1995

  
	
  JP

  	
   

  	
  2001309796

  	
   

  	
  3/28/2001

  	
   

  	
  11/6/2001

  
	
  JP

  	
   

  	
  05506998T2

  	
   

  	
  7/11/1991

  	
   

  	
  10/14/1993

  
	
  NZ

  	
   

  	
  0238926A

  	
   

  	
  7/11/1991

  	
   

  	
  12/23/1993

  
	
  ZA

  	
   

  	
  9105422A

  	
   

  	
  7/11/1991

  	
   

  	
  4/13/1993

  



 


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