**Exhibit 4.15**

 

**“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**

 

Effective asof June 20, 2007 (“EFFECTIVE DATE”), **GENETIC TECHNOLOGIESLIMITED**, having an office at 60 Hanover Street, Fitzroy, Victoria3065, Australia (“GTG”) and MONSANTO COMPANY, having an office at 800 NorthLindbergh Boulevard, St. Louis, Missouri 63141-7843, USA (“LICENSEE”), agree asfollows:

 

ARTICLE I

 

GENERAL DEFINITIONS AND RELATIONSHIPS AMONGDEFINITIONS

 

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of supply, technology, discoveries, developments, inventions,techniques, marketing plans, strategies, forecasts, unpublished financialstatements, prices, costs, and customer lists.

 

1.3                               “FIELDOF USE” means genetic testing, analysis and mapping of plants and plant productsproduced from such testing, analysis and mapping.

 

1.4                               GTGand LICENSEE 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 States Patents listed in Appendix “A” attached tothis AGREEMENT and all reissues, reexaminations, divisionals, continuations,continuations-in-part, substitutions, any patent application claiming priorityto any LICENSED PATENTS and extensions of the foregoing, applications therefor,and patents which may issue upon such applications, and foreigncounterparts of the foregoing.

 

1.6                               “LICENSEDPRODUCT(S)” means:

 

1.6.1                      productsmanufactured by LICENSEE or a SUBSIDIARY of LICENSEE, that but for the licensegranted herein, would infringe or contribute to or induce the infringement ofone or more valid claims of a LICENSED PATENT; and

 

1.6.2                      services ormethods performed by LICENSEE or a SUBSIDIARY 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.

 

1.7                                 “SUBSIDIARY”means any corporation, company or other legal entity, in which more than fiftypercent (50%) of the shares entitled to vote for the election of directors or 

 

CONFIDENTIAL

 

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personsperforming 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 bea SUBSIDIARY only for as long as such ownership or control exists.

 

1.8                               “TERRITORY”means world-wide.

 

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

 

1.10                         “EFFECTIVEDATE” means June 20, 2007.

 

ARTICLE II

 

GRANT TO LICENSEE

 

2.1                               GTGhereby grants and agrees to grant to LICENSEE, LICENSEE’s SUBSIDIARIES, andtheir customers of genetics and/or transgenic products, but only for the use ofthose products, during the TERM (as defined below), a nonexclusive,non-transferable, perpetual, irrevocable, paid-up license under the LICENSEDPATENTS to make, have made, use, sell, offer for sale, and import LICENSEDPRODUCTS in the FIELD OF USE throughout the TERRITORY.

 

2.2                               Therights and licenses granted by GTG in this AGREEMENT are personal to LICENSEEand LICENSEE’s SUBSIDIARIES, LICENSEE and LICENSEE’s SUBSIDIARIES shall notassign, sublicense or otherwise transfer any license or right granted hereunderor any interest therein without the prior written consent of GTG (which may bewithheld in GTG’s sole and absolute discretion), except to a purchaser of allor substantially all of the business of LICENSEE to which this AGREEMENTrelates, whether by merger, sale of stock, sale of assets or otherwise;provided, however that prior to the transfer of ownership such purchaser mustexpressly assume in writing LICENSEE’s obligations under this AGREEMENT andexpressly acknowledges in writing that products and/or services of suchpurchaser existing prior to the transfer of ownership shall not be LICENSEDPRODUCTS.

 

2.3                               Allrights not explicitly granted to LICENSEE and LICENSEE’s SUBSIDIARIES arereserved by GTG. Not limiting the foregoing, LICENSEE acknowledges that it isnot granted any rights outside of the FIELD OF USE or to any other patents orother intellectual property rights of GTG or any third party by this AGREEMENTexcept as may be agreed by the Parties.

 

2.4                               LICENSEEshall be responsible for all acts and omissions of LICENSEE’S SUBSIDIARIESrelated to the rights granted to LICENSEE’s SUBSIDIARIES under this 

 

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AGREEMENT andLICENSEE shall ensure that LICENSEE’s SUBSIDIARIES are in compliance with theterms and conditions of this AGREEMENT at all times.

 

ARTICLE III

CONSIDERATION

 

3.1                                 Asconsideration for the licenses and rights granted by this AGREEMENT, LICENSEEagrees to pay to GTG a *** in cash within seven (7) calendar days of theEFFECTIVE DATE.

 

3.2                                 ***

 

3.3                                 Thepayment to GTG of the agreed upon compensation provided for in this AGREEMENTshall be free of and made without deduction of any taxes, charges, imposts,tariffs, duties, remittance fees and/or other assessments, including, withoutlimitation all sales, use, goods, VAT, transfer, customs, stamp duty, excise,withholding, personal property and other applicable taxes and charges of anykind (“TAXES”), whether levied by federal, state, or municipal governments inthe TERRITORY, or by other authorities, except for such income tax which may beexpressly required by the laws of the government in the TERRITORY to be paidfor the account of GIG. The payment of any such income taxes levied upon orwithheld from royalties, fees, compensations, or other payments due to GTG, andthe filing of any information or tax returns with respect thereto, shall be theresponsibility of and shall be borne by LICENSEE. GTG will cooperate to helpLICENSEE minimize, in any lawful manner, the foregoing TAXES and will provideLICENSEE with reasonable assistance to enable LICENSEE to recover such TAXES aspermitted by law.

 

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

 

**St. GeorgeBank Limited333 Collins Street, MelbourneVictoria, 3000 AustraliaBank State Branch Number: 333.030SWIFT Code: SGBLAU2SMELAccount Name: Genetic Technologies LimitedAccount Number: 700390978**

 

ARTICLE IV

 

WAIVER

 

4.1                                 Nowaiver by either party, express or implied, of any breach of any term,condition, or obligation of this AGREEMENT by the other party shall beconstrued as a waiver of any subsequent breach of that term, condition, orobligation, or of any other term, condition, or obligation of this AGREEMENT ofthe same or different nature.

 

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ARTICLE V

 

TERM

 

5.1                                 ThisAGREEMENT shall 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                                 Anyalleged breach of the terms of this AGREEMENT or the SETTLEMENT AGREEMENT shallbe governed by Article 9.6 herein.

 

ARTICLE VI

CONFIDENTIALITY, PUBLICITY AND PRESS RELEASES

 

6.1                                 LIMITATIONSON USE AND DISCLOSURE: The parties agree that the terms and conditions setforth in this AGREEMENT are CONFIDENTIAL INFORMATION. The CONFIDENTIALINFORMATION disclosed by either party (“DISCLOSING PARTY”) to the other party (“RECEIVINGPARTY”) constitutes the confidential and proprietary information of theDISCLOSING PARTY and the RECEIVING PARTY agrees to treat all CONFIDENTIALINFORMATION of the other in the same manner as it treats its own similarproprietary information, but in no case will the degree of care be less thanreasonable care.” The RECEIVING PARTY shall *use*CONFIDENTIAL INFORMATION of the DISCLOSING PARTY only in performing under thisAGREEMENT and shall retain the CONFIDENTIAL INFORMATION in confidence and notdisclose to any third party (except as authorized under this AGREEMENT) withoutthe DISCLOSING PARTY’s express written consent. The RECEIVING PARTY shalldisclose the DISCLOSING PARTY’s CONFIDENTIAL INFORMATION only to thoseemployees and contractors of the RECEIVING PARTY who have a need to know suchinformation for the purposes of this AGREEMENT, and such employees andcontractors must have entered into agreements with the RECEIVING PARTYcontaining confidentiality provisions covering the CONFIDENTIAL INFORMATION,with terms and conditions at least as restrictive as those set forth herein. Notwithstandingthe foregoing, each party’s confidentiality obligations hereunder shall notapply to information which as evidenced by written records:

 

6.1.1                      is alreadyknown to the RECEIVING PARTY without an obligation of confidentiality prior todisclosure by the DISCLOSING PARTY;

 

6.1.2                      is orbecomes publicly available without fault of the RECEIVING PARTY;

 

6.1.3                      isrightfully obtained by the RECEIVING PARTY from a third party withoutrestriction as to disclosure, or is approved for release by writtenauthorization of the DISCLOSING PARTY;

 

6.1.4                      is developedindependently by the RECEIVING PARTY without use of or access to the DISCLOSINGPARTY’s CONFIDENTIAL INFORMATION.

 

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6.2                                 PERMITTEDUSE AND DISCLOSURE: Each party hereto is permitted to disclose this AGREEMENTand use or disclose the CONFIDENTIAL INFORMATION disclosed to it by the otherparty:

 

6.2.1                      To theextent such use or disclosure is reasonably necessary in connection withcomplying with stock exchange rules.

 

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

 

6.2.3                      To theextent such use or disclosure is reasonably necessary to enforce its rightsunder this AGREEMENT in connection with a legal proceeding or as required to bedisclosed by law or governmental regulation.

 

6.2.4                      To theextent such use or disclosure is reasonably necessary in connection withprosecuting or defending litigation, complying with applicable law, courtorder, submitting information to tax or other governmental authorities, orotherwise exercising its rights hereunder.

 

6.2.5                      In theinstances set forth in Sections 6.2.3 or 6.2.4, the RECEIVING PARTY shallprovide reasonable advance written notice to DISCLOSING PARTY of suchdisclosure and reasonably cooperate with the DISCLOSING PARTY in limiting suchdisclosure.

 

6.3                                 PUBLICITYAND PRESS RELEASES: The parties shall mutually agree upon and jointly issue oneor more appropriate media/press releases with regard to the existence of thisAGREEMENT within seven (7) days of the EFFECTIVE DATE or as soon asreasonably practical thereafter. Neither party shall issue any other pressreleases relating to this AGREEMENT without prior written approval of the otherparty; 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                      GTG shall beable to disclose to other licensees and/or prospective licensees the identityof LICENSEE and the existence of this AGREEMENT; and

 

6.3.3                      LICENSEEshall be able to disclose to customers and/or prospective customers theidentity of GTG and the existence of this AGREEMENT.

 

ARTICLE VII

NOTICE

 

7.1                                 Anynotice, request or statement hereunder shall be deemed to be sufficiently givenor rendered 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:

 

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Dennis R.HoernerChief Patent CounselMonsanto Company800 North Lindbergh Blvd.St. Louis, Missouri 63141-7843

 

or, if givenor rendered to GTG, addressed to:

 

Dr. MervynJacobsonChief Executive OfficerGenetic Technologies Limited60 Hanover StreetFitzroy, Victoria 3065AustraliaPh: +61 419657915Fax: + 1 (970) 484-6698

 

with a copyto:

 

Michael A.DeSanctis, Esq.Hamilton, DeSanctis & Cha,LLP 225 Union Blvd., Ste. 305Lakewood, CO 80228USAPh: +1 (303) 284-5103Fax: + 1 (303) 362-0575

 

or, in anycase, to such changed address or person as GTG or LICENSEE shall have specifiedto the other by written notice.

 

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES

 

8.1                               GTGrepresents and warrants that it has the full right, power, and authority toenter into and perform its obligations under this AGREEMENT and grant toLICENSEE the license and other rights as set forth herein, and there are nooutstanding agreements, grants, licenses, encumbrances, 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.

 

8.2                               GIGrepresents and warrants that the execution, delivery, and performance of thisAGREEMENT have 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, encumbrances, liens, oragreements, either written or 

 

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implied,inconsistent therewith or pursuant to which this AGREEMENT or the parties’performance hereunder would violate, breach, or cause a 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.

 

8.5                                 INDEMNIFICATION:

 

8.5.1                      BY LICENSEE:LICENSEE agrees to hold GTG harmless from any claims by third parties arisingfrom the manufacture, use, sale, importation, or other disposition of LICENSEDPRODUCTS 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 connectionwith:  (i) the design, development,manufacture, use, sale, packaging, distribution, or shipment of LICENSEDPRODUCTS; (ii) any breach by LICENSEE or LICENSEE’s SUBSIDIARIES of anyrepresentation, warranty, or covenant hereunder, or (iii) the failure ofLICENSEE or LICENSEE’s SUBSIDIARIES to perform any covenants orobligations contained in this AGREEMENT.

 

8.5.2                      BY GTG: GTGshall indemnify, hold harmless, and defend LICENSEE, and LICENSEE’sSUBSIDIARIES, affiliates, officers, directors, representatives, employees, oragents against any and all claims, causes of action, demands, judgments,settlements, expenses, or losses including, but not limited to, reasonableattorneys’ fees and court costs arising out of or in connection with:  (i) any breach by GTG of anyrepresentation, warranty, or covenant hereunder, or (ii) the failure ofGTG to perform any covenants 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 sale 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                                 DISCLAIMEROF WARRANTIES:

 

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 PARTICULAR PURPOSE (EVEN IF INFORMED OF SUCHPURPOSE), NONINFRINGEMENT OF THE 

 

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INTELLECTUALPROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE ORTRADE PRACTICES, IN ALL CASES WITH 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 OF WARRANTY WITH RESPECTTO THE PERFORMANCE OR SALE OF LICENSED PRODUCTS INCLUDING THEIR 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 PROM 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                                 LIMITATIONOF LIABILITY: EXCEPT FOR LIABILITY FOR BREACH OF ARTICLE VI, NEITHER PARTYSHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL,CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ANY LICENSEGRANTED HEREUNDER.

 

8.8                                 Nothingcontained in this AGREEMENT shall be construed as:

 

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

 

8.8.2                      a warrantyor representation that any manufacture, sale, lease, use or other dispositionhereunder wit be free from infringement of patents other than those under whichand to the extent to which licenses are in force hereunder; or

 

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

 

8.8.4                      conferringany right 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                      conferringby implication, estoppel or otherwise, upon LICENSEE, any license or otherright under any intellectual property or patent, except that expressly grantedhereunder.

 

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ARTICLE IX

 

MISCELLANEOUS

 

9.1                               NOASSISTANCE TO THIRD PARTIES: Except as legally compelled, such as in respondingto a lawfully issued subpoena or other investigative demand, LICENSEE, for itself,its successors and assigns, will not contest (or knowingly assist another tocontest) the validity or enforceability of the LICENSED PATENTS or GTG’sownership 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 andwithout any strict construction in favor of or against either party. ThisAGREEMENT shall not be construed in favor or against either party by reason of theauthorship 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.

 

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

 

9.4                               MODIFICATION:This AGREEMENT sets forth the entire agreement and understanding between theparties as to the subject matter of this AGREEMENT and merges all priordiscussions between the parties, and no one of the parties shall be bound byany modification of this AGREEMENT, or by any conditions, definitions,warranties, or representations with respect to the subject matter of thisAGREEMENT, other than as expressly provided for herein, or as duly set forth onor subsequent to the EFFECTIVE DATE in writing and signed by duly authorizedrepresentatives of the party to be bound thereby.

 

9.5                               CHOICEOF LAW: This AGREEMENT and matters connected with the performance thereof shallbe construed, interpreted, applied and governed in all respects in accordancethe laws of the state of Colorado and of the United States.

 

9.6                                 DISPUTERESOLUTION:

 

9.6.1                      The partiesagree that, in the event of any difference, dispute or question, arising fromthis AGREEMENT or the SETTLEMENT AGREEMENT, the parties will endeavor to settlesuch matters amicably between themselves in good faith. Should the parties beunable to do so within a period of forty-five (45) working days, the mattershall be promptly submitted to arbitration in accordance with the rules ofthe American Arbitration Association, and judgment upon the award rendered bythe arbitrators may be entered in any court in Colorado havingjurisdiction thereof. This arbitration agreement shall not apply to anycontroversy 

 

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or claiminvolving an issue of the infringement, validity, or enforceability of anypatent. 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 lawinconsistent therewith or which would produce a different result.

 

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

 

9.6.3                      Thearbitrator shall be fully compensated in accordance with his or her normalhourly or per diem rates for all time spent in connection with the arbitrationproceeding. Pending a final award, the arbitrator’s compensation and expensesshall be advanced equally by the parties.

 

9.6.4                      The parties may requesta court for interim or provisional relief, and any such request shall not bedeemed incompatible with the agreement to arbitrate or as a waiver of thatagreement.

 

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

 

9.6.6                      Notwithstandingthe foregoing or anything to the contrary herein, either party may seekand obtain an injunction or other appropriate relief from a court to preservethe status quo with respect to any matter pending conclusion of the arbitrationproceeding 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 costsin addition to any other amount awarded.

 

9.8                               INDEPENDENTBUSINESS: The parties acknowledge that their business operations are completelyindependent and neither party shall at any time hold itself out as an agent orrepresentative of the other party. No partnership, joint venture, or otherrelationship shall be deemed to exist by virtue of this AGREEMENT.

 

9.9                               INDEPENDENTTERMS: All the terms of this AGREEMENT shall be independent and unconditionalso that the performance of anyone term shall not be subject to any set off orcounterclaim.

 

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 necessaryin order to overcome the limitation and as revised this AGREEMENT shall remainin full force and effect.

 

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9.11                         HEADINGS:The headings contained within this AGREEMENT are for convenience and referencepurposes only. They do not form a part hereof and shall not affectthe meaning or interpretation of this AGREEMENT.

 

9.12                         FURTHERASSURANCES: The parties hereto shall execute such further documents and perform suchfurther acts as may be necessary to comply with the terms of thisAGREEMENT and consummate the transactions herein provided.

 

9.13                         FORCEMAJEURE: Neither party shall be held responsible if the fulfillment of anyterms or provisions of this AGREEMENT are delayed or prevented by wars,revolutions, fires, floods, acts of God, acts of terrorism whether actual orthreatened, or other causes similar to those enumerated and not within thecontrol of the party whose performance is interfered with, and which by theexercise of reasonable diligence, the party is unable to prevent.

 

9.14                         COUNTERPARTS:This AGREEMENT maybe executed in counterparts (and evidenced by facsimilesignatures), each of which will be deemed an original and all of which togetherconstitute one instrument.

 

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IN WITNESSWHEREOF, the parties hereto have caused their authorized representatives toexecute this AGREEMENT.

 

 
| GTG:                         | LICENSEE:           |
|------------------------------|---------------------|
|                         |                |
| GENETIC TECHNOLOGIES LIMITED | MONSANTO COMPANY    |
|                         |                |
|                         |                |
| By                           |                |   | By |   |   |
|                         |                |
|                         |                |   |   |
| Printed Name / Date          | Printed Name / Date |
|                         |                |
|                         |                |   |   |
| Title                        | Title               |

 

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**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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EXHIBIT A

 

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EXHIBIT B

 

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| Anthony Simon   SIMON PASSANANTE, PC   701 Market Street, Suite 1450   St. Louis, Missouri 63101   Telephone:  314.241.2929   Facsimile:  314.241.2029   Email:  asimon@spstl-law.com | westcottm@howrey.com   HOWREY LLP   1111 Louisiana, 25th Floor   Houston, Texas 77002   Telephone:  713.787.1400   Facsimile:  713.787.1440                                                                                                                                                           |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  

ATTORNEYS FOR DEFENDANT   GENETIC TECHNOLOGIES LIMITED                                                                                                                                            | Joseph P. Conran joe.  conran@husch.com   Thomas M. Dee   tom.dee@husch.com   Dutro E. Campbell, II   bruce.campbell®husch.com   HUSCH & EPPENBERGER, LLP   190 Carondelet Plaza, Suite 600   St. Louis, Missouri 63105   Telephone:  314.480.1500   Facsimile:  314.480.1530 |
| ** **                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                            |
| ** **                                                                                                                                                                                                | ATTORNEYS FOR PLAINTIFF   MONSANTO COMPANY                                                                                                                                                                                                                                                                      |

 

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