**Exhibit 4.18**

 

“CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THISDOCUMENT 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**

** **

GENETICTECHNOLOGIES LIMITED, having an office at 60 Hanover Street, Fitzroy, Victoria3065, Australia (“GTG”) and Syngenta Crop Protection AG, having an office atSchwarzwaldallee 215 CH-4058, Basel, Switzerland (“LICENSEE”), agree asfollows:

 

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

 

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

 

NOW,THEREFORE, in consideration of the mutual agreements, representations andreleases 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                               “CONFIDENTIALINFORMATION” means any and all information which is disclosed by either partyto the other verbally, electronically, visually, or in a written or othertangible form which is either identified or should be reasonablyunderstood to be confidential or proprietary. CONFIDENTIAL INFORMATIONincludes, but is not limited to, the specific terms and/or conditions of thisAGREEMENT, 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of supply, technology, discoveries, developments inventions, techniques,marketing plans, strategies, forecasts, unpublished financial statements,prices, costs, and customer lists.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 andLICENSEE” may sometimes hereinafter be collectively referred to as the “Parties”and individually as a “Party” (as required by the context).

 

1.5                               “LICENSEDPATENT(S)”  means the United Statespatents 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 patentsand extensions of the foregoing, applications therefor, and patents which may issueupon such applications and foreign counterparts of the foregoing including butnot limited to those listed in Appendix “A”.

 

1.6                               “LICENSEDPRODUCT(S)” means:

 

1.6.1                      products manufacturedby LICENSEE or an AFFILIATE of LICENSEE, that but for the license grantedherein, the manufacture, use, sale, or import of such 

 

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

 

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

 

1.6.3                      services ormethods reformed or products manufactured by any third party solely forLICENSEE that, but for the license granted herein, would infringe or contributeto 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 undercommon control with that entity as of the EFFECTIVE DATE or any datethereafter; provided, however, that any corporation, company or other legalentity shall be an AFFILIATE only for as long as such ownership or controlexists. The present definition is not intended to and LICENSEE shall not usethis definition as a mechanism to grant sublicenses which are specificallyexcluded 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 thisAGREEMENT will refer to this AGREEMENT as a whole and not to any particularprovision of this AGREEMENT and Article, Section and Subsection referencesare to the AGREEMENT unless otherwise specified. Whenever the words “include,” “includes”or “including” are used in this AGREEMENT, they will be deemed to be followedby the words “without limitation.”  Themeanings given to terms defined herein will be equally applicable to both thesingular and plural forms of such terms.

 

1.10                         “EFFECTIVE DATE”means September 28, 2007.

 

ARTICLE II GRANT TO LICENSEE AND RELEASE

 

2.1                               GTG herebygrants and agrees to grant to LICENSEE and LICENSEE’s AFFILIATES, during theTERM (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 PRODUCTSin the FIELD OF USE throughout the TERRITORY, LICENSED PRODUCTS shall be theexclusive property of LICENSEE and LICENSEE’s affiliates, and LICENSEE andLICENSEE’s AFFILIATES shall be free to use LICENSED PRODUCTS for any researchor commercial purpose(s) including the right to license, sell or otherwisetransfer such LICENSED PRODUCTS to third parties. Other than explicitly grantedabove, LICENSEE and LICENSEE’s AFFILIATES shall not have the right tosublicense the rights granted hereunder to any third party under the LICENSEDPATENTS.

 

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2.2                               The rights andlicenses granted by GTG in this AGREEMENT are personal to LICENSEE and LICENSEE’sAFFILIATES, LICENSEE and LICENSEE’s AFFILIATES shall not assign, sublicense orotherwise transfer any license or right granted hereunder or any interesttherein without the prior written consent of GTG (which may be withheld inGTG’s sole and absolute discretion), except to any acquiror of all orsubstantially 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 expresslyassume in writing LICENSEE’s obligations under this AGREEMENT and expresslyacknowledges as in writing that products and/or services of such acquiror,which would constitute LICENSED PRODUCTS existing prior to the transfer ofownership shall not by virtue of this AGREEMENT constitute LICENSED PRODUCTS.

 

2.3                               All rights notexplicitly granted to LICENSEE and LICENSEE’s AFFILIATES are reserved by GTG. Notlimiting the foregoing LICENSEE acknowledges that it is not granted any rightsoutside of the FIELD OF USE or to any other patents or other intellectualproperty rights of GTG or any third party by this AGREEMENT except as may beagreed by the Parties.

 

2.4                               LICENSEE shallbe responsible for all acts and omissions of LICENSEE’s AFFILIATES RELATED TOTHE RIGHTS GRANTED TO LICENSEE’s AFFILIATES under this AGREEMENT and LICENSEEshall ensure that LICENSEE’s AFFILIATES are in compliance with the terms andconditions of this AGREEMENT at all times.

 

2.5                               GTG agreesthat, provided LICENSEE fully and faithfully discharges all obligations, GTGreleases LICENSEE, LICENSEE’s AFFILIATES and all purchasers and users ofLICENSED PRODUCTS acquired from LICENSEE or LICENSEE’s affiliates from allclaims, demands and rights of action which GTG may have had as of theEFFECTIVE DATE which may have occurred prior to the EFFECTIVE DATE and tothe extent such acts may have constituted infringement would be licensedherein.

 

2.6                               GTG herebycovenants and agrees no to assert any other patent owned or controlled by GTGagainst LICENSEE or LICENSEE’s affiliates which would block or prevent LICENSEEor LICENSEE’s AFFILIATES from practicing the rights granted hereunder. GTG doesnot covenant or agree, however, not to assert any other patent owned or controlledby GTG against LICENSEE or LICENSEE’s AFFILIATES which may be based upontechnology enabled or otherwise flowing form technology claimed in theLICENSED PATENTS (collectively, “OTHER PATENT RIGHTS”) GTG represents andwarrants that to its knowledge, as of the effective date neither Licenses norLicensee’s Affiliates are practicing any invention claimed in the OTHER PATENTRIGHTS. The non-assert granted herein shall also be binding upon GTG’sAFFILIATES, permitted licenses, assigns and their respective successors.

 

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ARTICLE III CONSIDERATION

 

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

 

3.2                               ***

 

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

 

Key Bank U.S.A.

ABA Routing Number:  307070267SWIFT Code: KEYBU833Account Name:  Genetic TechnologiesLimitedAccount Number:  760090002576

 

ARTICLE IV WAIVER

 

4.1                               No waiver byeither Party, express or implied, of any breach of any term, condition, orobligation of this AGREEMENT by the other party shall be construed as a waiverof any subsequent breach of that term, condition, or obligation, or of anyother term, condition, or obligation of this AGREEMENT of the same or differentnature.

 

ARTICLE V TERM

 

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

 

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

 

ARTICLE VI CONFIDENTIALITY, PUBLICITY AND PRESS RELEASES

 

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

 

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reasonablecare. The RECEIVING PARTY shall use CONFIDENTIAL INFORMATION of the DISCLOSINGPARTY only in performing under this AGREEMENT and shall retain the CONFIDENTIALINFORMATION in confidence and not disclose to any third party (except asauthorized under this AGREEMENT) without the DISCLOSING PARTY’s express writtenconsent. The RECEIVING PARTY shall disclose the DISCLOSING PARTY’s CONFIDENTIALINFORMATION only to those employees and contractors of the RECEIVING PARTY whohave a need to know such information for the purposes of this AGREEMENT, andsuch employees and contractors must have entered into agreements with theRECEIVING PARTY containing confidentiality provisions converting CONFIDENTIALINFORMATION, with terms and conditions at lease as restrictive as those setforth here. Notwithstanding the foregoing, each party’s confidentialityobligations hereunder shall not apply to information which as evidenced bywritten records:

 

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

 

6.1.2                      is or becomespublicly available without fault of the RECEIVING PARTY;

 

6.1.3                      is rightfullyobtained by the RECEIVING PARTY from a third party without restriction as todisclosure, or is approved for release by written authorization of theDISCLOSING PARTY;

 

6.1.4                      is developedindependently by or for the RECEIVING PARTY without use of or access to theDISCLOSING PARTY’s CONFIDENTIAL INFORMATION, as to be proven by writtenevidence.

 

6.2                               PERMITTED USEAND DISCLOSURE:  Each Party hereto ispermitted to disclose the existence of this AGREEMENT and use or disclose theCONFIDENTIAL INFORMATION disclosed to it by the other party:

 

6.2.1                      To the extentsuch use or disclosure is reasonably necessary in connection with complyingwith stock exchange rules or other governmental requirements.

 

6.2.2                      To its legaland/or financial advisors, provided such advisors maintain the confidentialityof this AGREEMENT and the terms herein.

 

6.2.3                      To the extentsuch use or disclosure is reasonably necessary to enforce its rights under thisAGREEMENT, in connection with a legal proceeding or as required to be disclosedby law or governmental regulation.

 

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

 

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6.2.5                      In theinstances set forth in Sections 6.2.1, 6.2.2, 6.2.3, and 6.2.4, the RECEIVING PARTYshall provide reasonable advance written notice to DISCLOSING PARTY of suchdisclosure and reasonably cooperate with the DISCLOSING PARTY in limiting suchdisclosure,

 

6.3                               PUBLICITY ANDPRESS RELEASES:  The parties shallmutually agree upon and jointly issue one or more appropriate media/pressreleases with regard to the existence of this AGREEMENT as soon as it isreasonably practical and agreeable for both Parties. Neither party shall issueany other press releases relating to this AGREEMENT without prior writtenapproval of the other Party; provided however, that:

 

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

 

6.3.2                      To the extent publiclydisclosed in accordance with this AGREEMENT, GTG shall be able to disclose toother licensees and/or prospective licensees the identity of LICENSEE and theexistence of this AGREEMENT; and

 

6.3.3                      To the extentpublicly disclosed in accordance with this AGREEMENT, LICENSEE shall be able todisclose to customers and/or prospective customers the identity of GTG and theexistence of this AGREEMENT.

 

ARTICLE VII NOTICE

 

7.1                               Any notice,request or statement hereunder shall be deemed to be sufficiently given orrendered when personally delivered, delivered by a major commercial rapiddelivery courier service or mailed by certified or registered mail, returnreceipt 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

 

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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 LICENSEEshall have specified to the other by written notice.

 

ARTICLE VIII REPRESENTATIONS AND WARRANTIES

 

8.1                               GTG representsand warrants that it has the full right, power, and authority to enter into andperform its obligations under this AGREEMENT and grant to LICENSEE thelicenses and other rights as set forth herein, and there are no outstandingagreements, grants, licenses, encumbrances, liens, or agreements, eitherwritten or implied, inconsistent therewith or pursuant to which this AGREEMENTor the parties’ performance hereunder would violate, breach, or cause adefault.

 

8.2                               GTG representsand warrants that the execution, delivery, and performance of this AGREEMENThave been duly authorized by all necessary corporate actions on the part ofGTG.

 

8.3                               LICENSEErepresents and warrants that it has the full right, power, and authority toenter into and perform its obligations under this AGREEMENT, and there areno outstanding agreements, grants, licenses, encumbrance, liens, or agreements,either written or implied, inconsistent therewith or pursuant to which thisAGREEMENT or the parties’ performance hereunder would violate, breach, or causea default.

 

8.4                               LICENSEErepresents and warrants that the execution, delivery, and performance of thisAGREEMENT have been duly authorized by all necessary corporate actions on the part ofLICENSEE.

 

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8.5                               INDEMNIFICATION:

 

8.5.1                      BYLICENSEE:  LICENSEE agrees to hold GTGharmless 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 allclaims, causes of action, demands, judgments, settlements, expenses, or lossesincluding, but not limited to, reasonable attorneys’ fees and court costsarising out of or in connection with: (i) the design, development,manufacture, use, sale, packaging, distribution, or shipment of LICENSEDPRODUCTS; (ii) any beach by LICENSEE or LICENSEE’S AFFILIATES of anyrepresentation, warranty, or covenant thereunder, or (iii) the failure ofLICENSEE or LICENSEE’S AFFILIATES to perform any covenants or obligationscontained in this AGREEMENT.

 

8.5.2                      BY GTG:  GTG shall indemnify, hold harmless, anddefend LICENSEE, and LICENSEE’s AFFILIATES, officers, directors,representatives, employees, or agents against any and all claims, causes ofaction, demands, judgments, settlements, expenses, or losses including, but notlimited to, reasonable attorneys’ fees and court costs arising out of or inconnection with: (i) any breach by GTG of any representation, warranty, orcovenant hereunder or (ii) the failure of GTG to perform anycovenants or obligations contained in this AGREEMENT.

 

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

 

8.6                               DISCLAIMER OFWARRANTIES:

 

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

 

8.6.2                      EXCEPT ASEXPRESSLY SET FORTH HEREIN, LICENSEE AGREES THAT THE LICENSED PATENTS AREPROVIDED “AS IS,” AND THAT GTG MAKES NO REPRESENTATION OR WARRANTY WITH RESPECTTO THE PERFORMANCE OR SALE OF LICENSED PRODUCTS INCLUDING THEIR

 

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

 

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

 

8.8                               Nothingcontained in this AGREEMENT shall be construed as:

 

8.8.1                      a warranty ofrepresentation by GTG as to the validity, enforceability, or scope of anyLICENSED PATENT; or

 

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

 

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

 

8.8.4                      conferring anyright to use by either Party, in advertising, publicity, or otherwise, anytrademark, trade name or name, or any contraction, abbreviation or simulationthereof, of the other Party; or

 

8.8.5                      conferring byimplication, estoppel or otherwise, upon LICENSEE, any license or other rightunder any intellectual property or patent, except that expressly grantedhereunder.

 

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

 

ARTICLE IX MISCELLANEOUS

 

9.1                               CONSTRUCTION:  This AGREEMENT has been negotiated by theParties and their respective counsel. This AGREEMENT shall be interpretedfairly in accordance with its 

 

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termsand without any strict construction in favor of or against either Party. ThisAGREEMENT shall not be construed in favor or against either part by reasonof authorship of any provisions hereof. The existence or absence of any term orcondition of this AGREEMENT shall not be used in the construction orinterpretation of any other agreement between the Parties. The existence orabsence of any term or condition of any other agreement between the Partiesshall not be used in the construction or interpretation of this AGREEMENT.

 

9.2                               MODIFICATION:  This AGREEMENT sets forth the entireagreement and understanding between the Parties as to the subject matter ofthis AGREEMENT and merges all prior discussions between the Parties, and no oneof the parties shall be bound by any modification of this AGREEMENT, or by anyconditions, definitions, warranties, or representations with respect to thesubject 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 andsigned by duly authorized representatives of the party to be bound thereby.

 

9.3                               CHOICE OFLAW:  This AGREEMENT and mattersconnected with the performance thereof shall be construed, interpreted, appliedand governed in all respects in accordance the laws of the state of Delawareand of the United States. Place of jurisdiction shall be the courts ofWilmington, Delaware, United States.

 

9.4                               DISPUTERESOLUTION:

 

9.4.1                      The Partiesagree that, in the event of any difference, dispute or question, arising fromthis AGREEMENT, the Parties will endeavor to settle such matters amicablybetween themselves in good faith.

 

9.4.2                      Should theparties be unable to do so within a period of forty-five (45) working days, theParties shall designate one of its executives to meet within fifteen (15) daysafter delivery of the notice to discuss, in good faith, the dispute and toprescribe remedial action, if necessary. If the Parties’ representatives havenot 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 othersenior-level officers, which in the case of Syngenta, may include GlobalHead of R&D) to discuss the dispute, in good faith, and to prescriberemedial action, if necessary. If the respective Directors (or othersenior-level officers) have not been able to come to such a resolution within afifteen (15) day period, then each Party shall be permitted to pursue alternateremedial legal action. Notwithstanding the foregoing, this provision shall notbe construed in such a way as to limit any Party from pursuing injunctive orequitable relief from the courts in an expedited manner without complying withthe above stated procedure.

 

9.5                               ATTORNEYS’FEES:  Upon resolution of any claim orcontroversy arising under this AGREEMENT, the prevailing Party shall be awardedits reasonable attorneys’ fees and costs in addition to any other amountawarded.

 

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9.6                               INDEPENDENTBUSINESS:  The Parties acknowledge thattheir business operations are completely independent and neither Party shall atany time hold it self out as an agent or representative of the other party. Nopartnership, joint venture, or other relationship shall be deemed to exist byvirtue of this AGREEMENT.

 

9.7                               INDEPENDENTTERMS:  Except where specificallyreferenced herein as dependent or subject to another term, all the terms ofthis AGREEMENT shall be independent and unconditional so that the performanceof anyone term shall not be subject to any set off or counterclaim.

 

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

 

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

 

9.10                         FURTHERASSURANCES:  The Parties hereto shallexecute such further documents and perform such further acts as may benecessary to comply with the terms of this AGREEMENT and consummate thetransactions herein provided.

 

9.11                         FORCEMAJEURE:  Neither party shall be heldresponsible if the fulfillment of any terms or provisions of this AGREEMENT aredelayed or prevented by wars, revolutions, fires, floods, acts of God(s), actsof terrorism whether actual or threatened, or other causes similar to thoseenumerated and not within the control of the party whose performance isinterfered with, and which by the exercise of reasonable diligence, the partyis unable to prevent.

 

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

 

9.13                         This AGREEMENTshall not be assignable or otherwise transferable by either Party without theprior written consent of the other Party, except that each Party may, withoutsuch 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 ofbusiness to which this AGREEMENT pertains, or to any successor corporation thatresults from reincorporation, merger or consolidation of such Party with orinto such purchaser of such corporation. Upon assignment, the rights andobligations under this AGREEMENT and the rights and licenses granted herein,shall be binding upon and inure to the benefit of said purchaser or successorin interest, and shall be enforceable. This AGREEMENT and the rights andlicenses granted herein shall not be cancelled or terminated by any purchaseror successor in interest.

 

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INWITNESS WHEREOF, the parties hereto have caused their authorizedrepresentatives 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                       |

 

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**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 forU.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                  |

 

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| **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 forU.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                 |

 

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Patent Family Members forU.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                 |

 

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Patent Family Members forU.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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