Exhibit 4.17


 


“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


 


Effective as of August 22,
2007 (“EFFECTIVE DATE”), GENETIC TECHNOLOGIES
LIMITED, having an office at 60 Hanover Street, Fitzroy, Victoria
3065, Australia (“GTG”) and MONSANTO COMPANY, having an office at 800 North
Lindbergh Boulevard, St. Louis, Missouri 63141-7843, USA (“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 and settlement to resolve certain
remaining potential claims and/or issues between them related to Licensed
Patents;


 


NOW, THEREFORE, in
consideration of the mutual agreements, representations and releases set forth
herein, the parties hereby 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techniques, marketing plans, strategies, forecasts, unpublished financial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 genetic testing, analysis and mapping of swine.


 


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.


 


CONFIDENTIAL


 


1

















 


1.6                               “LICENSED
PRODUCT(S)” means:


 


1.6.1                      products
manufactured by LICENSEE or a SUBSIDIARY 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


 


1.6.2                      services or
methods performed by LICENSEE or a SUBSIDIARY 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.


 


1.7                               “SUBSIDIARY”
means any corporation, company or other legal entity, in which more than fifty
percent (50%) of the shares entitled to vote for the election of directors or
persons performing similar functions are, now or hereafter, owned or
controlled, directly or indirectly by a party hereto, or jointly by the parties
hereto; provided, however, that any corporation, company or other legal entity
shall be a SUBSIDIARY only for as long as such ownership or control exists.


 


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 this 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.


 


ARTICLE II


GRANT TO LICENSEE


 


2.1                               GTG hereby
grants and agrees to grant to LICENSEE, LICENSEE’s SUBSIDIARIES, and their
customers of genetics and/or transgenic products, but only for the use of those
products, during the TERM (as defined below), a nonexclusive, perpetual,
irrevocable, paid-up license under the LICENSED PATENTS to make, have made,
use, sell, offer for sale, and import LICENSED PRODUCTS in the FIELD OF USE throughout
the TERRITORY.


 


2.2                               The rights and
licenses granted by GTG in this AGREEMENT are assignable by LICENSEE to a
purchaser 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. GTG agrees that products and/or services of such purchaser that are
within the FIELD OF USE shall be LICENSED PRODUCTS following the assignment of
LICENSEE’s rights and licenses under this AGREEMENT to such purchaser.


 


2.3                               All rights not
explicitly granted to LICENSEE and LICENSEE’s SUBSIDIARIES 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 


 


2

















 


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 SUBSIDIARIES related to
the rights granted to LICENSEE’s SUBSIDIARIES under this AGREEMENT and LICENSEE
shall ensure that LICENSEE’s SUBSIDIARIES are in compliance with the terms and
conditions of this AGREEMENT at all times.


 


ARTICLE III


CONSIDERATION


 


3.1                               LICENSEE agrees
to pay to GTG a one-time, nonrefundable license issue fee of *** United Stated
Dollars (***) in cash within seven (7) calendar days of the execution of
this AGREEMENT by the Parties.


 


3.2                               ***


 


3.3                               The payment to
GTG of the agreed upon compensation provided for in this AGREEMENT shall be
free of and made without deduction of any taxes, charges, imposts, tariffs,
duties, remittance fees and/or other assessments, including, without limitation
all sales, use, goods, VAT, transfer, customs, stamp duty, excise, withholding,
personal property and other applicable taxes and charges of any kind (“TAXES”),
whether levied by federal, state, or municipal governments in the TERRITORY, or
by other authorities, except for such income tax which may be expressly
required by the laws of the governments in the TERRITORY to be paid for the
account of GTG. The payment of any such income taxes levied upon or withheld
from royalties, fees, compensations, or other payments due to GTG, and the
filing of any information or tax returns with respect thereto, shall be the
responsibility of and shall be borne by LICENSEE. GTG will cooperate to help
LICENSEE minimize, in any lawful manner, the foregoing TAXES and will provide
LICENSEE with reasonable assistance to enable LICENSEE to recover such TAXES as
permitted by law.


 


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


 


St. George Bank Limited

333 Collins Street, Melbourne

Victoria, 3000 Australia

Bank State Branch Number: 333.030

SWIFT Code: SGBLAU2SMEL

Account Name: Genetic Technologies Limited

Account Number: 700390978


 


3.5                               GTG releases
LICENSEE and all purchasers and users of LICENSED PRODUCTS acquired from
LICENSEE from all claims, demands and rights of action which GTG may have
as of the EFFECTIVE DATE on account of infringement of any LICENSED PATENTS
prior to the EFFECTIVE DATE to the extent the acts constituting such
infringement would be licensed hereunder.


 


3

















 


3.6                               GTG further
releases LICENSEE and its SUBSIDIARIES from all claims, demands and rights of
action which GTG may have as of the EFFECTIVE DATE on account of use of in
licensed products from a third party to the extent such acts would constitute
infringement of any LICENSED PATENT and would be licensed.


 


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”) constitutes the confidential and proprietary information of the
DISCLOSING 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
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 covering the CONFIDENTIAL INFORMATION,
with terms and conditions at least as restrictive as those set forth herein. Notwithstanding
the foregoing, each party’s confidentiality obligations hereunder shall not
apply to information which as evidenced by written records:


 


4

















 


6.1.1                      is already
known to the RECEIVING PARTY without an obligation of confidentiality prior to
disclosure by the DISCLOSING PARTY;


 


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 the RECEIVING PARTY without use of or access to the DISCLOSING
PARTY’s CONFIDENTIAL INFORMATION.


 


6.2                               PERMITTED USE
AND DISCLOSURE: Each party hereto is permitted to disclose 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.


 


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


 


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, complying with applicable law, court order, submitting
information to tax or other governmental authorities, or otherwise exercising
its rights hereunder.


 


6.2.5                      In the
instances set forth in Sections 6.2.3 or 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: Neither party shall issue any 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                      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                      LICENSEE shall
be able to disclose to customers and/or prospective customers the identity of
GTG and the existence of this AGREEMENT.


 


5

















 


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:


 


Dennis R. Hoerner

Chief Patent Counsel

Monsanto Company

800 North Lindbergh Blvd.

St. Louis, Missouri 63141-7843


 


or, if given or rendered to
GTG, addressed to:


 


Dr. Mervyn Jacobson

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) 362-0575


 


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
license 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.


 


6

















 


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, 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.


 


8.4                               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.


 


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 SUBSIDIARIES, 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 breach by LICENSEE or LICENSEE’s SUBSIDIARIES of any
representation, warranty, or covenant hereunder, or (iii) the failure of
LICENSEE or LICENSEE’s SUBSIDIARIES 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
SUBSIDIARIES, 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 sale 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.


 


7

















 


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 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 BREACH OF ARTICLE VI, 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
LICENSE GRANTED HEREUNDER.


 


8.8                               Nothing
contained in this AGREEMENT shall be construed as:


 


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


 


8.8.2                      a warranty or
representation 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

















 


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


 


ARTICLE IX


MISCELLANEOUS


 


9.1                               NO ASSISTANCE
TO THIRD PARTIES: Except as legally compelled, such as in responding to a
lawfully issued subpoena or other investigative demand, LICENSEE, for itself,
its successors and assigns, will not contest (or knowingly assist another to
contest) the validity or enforceability of the LICENSED PATENTS or GTG’s
ownership interests thereto.


 


9.2                               CONSTRUCTION:
This AGREEMENT has been negotiated by the parties and their respective counsel.
This AGREEMENT shall be interpreted fairly in accordance with its terms and
without any strict construction in favor of or against either party. This
AGREEMENT shall not be construed in favor or against either party by reason of
the 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.


 


9.3                               MARKINGS:
LICENSEE shall use markings as GTG may reasonably request from time to
time, including, but not limited to, marking the LICENSED PRODUCTS and/or
documentation related thereto with patent numbers).


 


9.4                               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.


 


9.5                               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 Colorado and of the United States.


 


9.6                               DISPUTE
RESOLUTION:


 


9.6.1                      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. Should the parties be unable to do so within
a period of forty-five (45) working days, the matter shall be promptly
submitted to arbitration in accordance with the rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrators may be entered in any 


 


9

















 


court in Colorado having
jurisdiction thereof. This arbitration agreement shall not apply to any
controversy or claim involving an issue of the infringement, validity, or
enforceability of any patent. The arbitration shall be governed by the United
States Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any
provisions of state law inconsistent therewith or which would produce a
different result.


 


9.6.2                      A single
arbitrator who is (i) fluent in written and spoken English; and (ii) skilled
and experienced in technology licensing shall be selected by agreement between
the parties. If the parties fail to agree on an arbitrator, a single arbitrator
shall be selected in accordance with the procedures set forth in the
Arbitration Rules. The arbitrator shall render a final award in accordance with
the substantive law of the State of Colorado, excluding the conflicts
provisions of such law.


 


9.6.3                      The arbitrator
shall be fully compensated in accordance with his or her normal hourly or per
diem rates for all time spent in connection with the arbitration proceeding. Pending
a final award, the arbitrator’s compensation and expenses shall be advanced
equally by the parties.


 


9.6.4                      The parties may request
a court for interim or provisional relief, and any such request shall not be
deemed incompatible with the agreement to arbitrate or as a waiver of that
agreement


 


9.6.5                      In no event
will the arbitrator have the power to include any element of punitive damages
or incidental or consequential damages in the arbitration award.


 


9.6.6                      Notwithstanding
the foregoing or anything to the contrary herein, either party may seek
and obtain an injunction or other appropriate relief from a court to preserve
the status quo with respect to any matter pending conclusion of the arbitration
proceeding or to enforce or protect any of its intellectual property rights.


 


9.7                               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.


 


9.8                               INDEPENDENT
BUSINESS: The parties acknowledge that their business operations are completely
independent and neither party shall at any time hold itself 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.


 


9.9                               INDEPENDENT
TERMS: 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.


 


9.10                         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.


 


10

















 


9.11                         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.


 


9.12                         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.


 


9.13                         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, 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.


 


9.14                         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.


 


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11

















 


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


 


 


	
  GTG:

  	
  LICENSEE:

  
	
   

  	
   

  
	
  GENETIC TECHNOLOGIES LIMITED

  	
  MONSANTO COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Printed Name / Date

  	
  Printed Name / Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title

  	
  Title

  



 


12

















 


APPENDIX “A”

LICENSED PATENTS


 


	
  US Patent No.

  	
   

  	
  Earliest Priority

  Date

  	
   

  	
  Filing Date

  	
   

  	
  Issue Date

  	
   

  	
  Expiration Date

  
	
  5,789,568

  	
   

  	
  8/25/1989

  	
   

  	
  7/16/1996

  	
   

  	
  8/4/1998

  	
   

  	
  8/25/2009

  
	
  5,192,659

  	
   

  	
  8/25/1989

  	
   

  	
  7/11/1990

  	
   

  	
  3/9/1993

  	
   

  	
  3/9/2010

  
	
  5,612,179

  	
   

  	
  8/25/1989

  	
   

  	
  9/23/1992

  	
   

  	
  3/18/1997

  	
   

  	
  3/9/2010

  
	
  5,851,762

  	
   

  	
  7/11/1990

  	
   

  	
  8/22/1994

  	
   

  	
  12/22/1998

  	
   

  	
  12/22/2015

  



 


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13