**Exhibit 4.17**

 

“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 as of August 22,2007 (“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:

 

WHEREAS, GTG is the owner ofrecord of various intellectual property rights involving non-coding DNAtechnology;

 

WHEREAS, the parties are nowentering into this License Agreement and settlement to resolve certainremaining potential claims and/or issues between them related to LicensedPatents;

 

NOW, THEREFORE, inconsideration of the mutual agreements, representations and releases set forthherein, 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                               “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of supply, technology, discoveries, developments, inventions,techniques, marketing plans, strategies, forecasts, unpublished financialstatements, prices, costs, and customer lists.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                               “FIELD OF USE”means genetic testing, analysis and mapping of swine.

 

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 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.

 

CONFIDENTIAL

 

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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 of oneor 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 orpersons performing similar functions are, now or hereafter, owned orcontrolled, directly or indirectly by a party hereto, or jointly by the partieshereto; provided, however, that any corporation, company or other legal entityshall 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 thisAGREEMENT will refer to this AGREEMENT as a whole and not to any particularprovision 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.

 

ARTICLE II

GRANT TO LICENSEE

 

2.1                               GTG herebygrants and agrees to grant to LICENSEE, LICENSEE’s SUBSIDIARIES, and theircustomers of genetics and/or transgenic products, but only for the use of thoseproducts, 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 throughoutthe TERRITORY.

 

2.2                               The rights andlicenses granted by GTG in this AGREEMENT are assignable by LICENSEE to apurchaser of all or substantially all of the business of LICENSEE to which thisAGREEMENT relates, whether by merger, sale of stock, sale of assets orotherwise. GTG agrees that products and/or services of such purchaser that arewithin the FIELD OF USE shall be LICENSED PRODUCTS following the assignment ofLICENSEE’s rights and licenses under this AGREEMENT to such purchaser.

 

2.3                               All rights notexplicitly granted to LICENSEE and LICENSEE’s SUBSIDIARIES are reserved by GTG.Not limiting the foregoing, LICENSEE acknowledges that it is not granted anyrights outside of the FIELD OF USE or to any other patents or other 

 

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intellectual property rightsof GTG or any third party by this AGREEMENT except as may be agreed by theParties.

 

2.4                               LICENSEE shallbe responsible for all acts and omissions of LICENSEE’s SUBSIDIARIES related tothe rights granted to LICENSEE’s SUBSIDIARIES under this AGREEMENT and LICENSEEshall ensure that LICENSEE’s SUBSIDIARIES are in compliance with the terms andconditions of this AGREEMENT at all times.

 

ARTICLE III

CONSIDERATION

 

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

 

3.2                               ***

 

3.3                               The payment toGTG of the agreed upon compensation provided for in this AGREEMENT shall befree of and made without deduction of any taxes, charges, imposts, tariffs,duties, remittance fees and/or other assessments, including, without limitationall 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, orby other authorities, except for such income tax which may be expresslyrequired by the laws of the governments in the TERRITORY to be paid for theaccount of GTG. The payment of any such income taxes levied upon or withheldfrom royalties, fees, compensations, or other payments due to GTG, and thefiling 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                               All payments byLICENSEE to GTG shall be sent by electronic wire transfer to:

 

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

 

3.5                               GTG releasesLICENSEE and all purchasers and users of LICENSED PRODUCTS acquired fromLICENSEE from all claims, demands and rights of action which GTG may haveas of the EFFECTIVE DATE on account of infringement of any LICENSED PATENTSprior to the EFFECTIVE DATE to the extent the acts constituting suchinfringement would be licensed hereunder.

 

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3.6                               GTG furtherreleases LICENSEE and its SUBSIDIARIES from all claims, demands and rights ofaction which GTG may have as of the EFFECTIVE DATE on account of use of inlicensed products from a third party to the extent such acts would constituteinfringement of any LICENSED PATENT and would be licensed.

 

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 any otherterm, 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 allegedbreach of the terms of this AGREEMENT shall be governed by Article 9.6herein.

 

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”) 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:

 

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

 

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

 

6.2                               PERMITTED USEAND DISCLOSURE: Each party hereto is permitted to disclose this AGREEMENT anduse or disclose the CONFIDENTIAL INFORMATION disclosed to it by the otherparty:

 

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

 

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

 

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, complying with applicable law, court order, submittinginformation to tax or other governmental authorities, or otherwise exercisingits 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                               PUBLICITY ANDPRESS RELEASES: Neither party shall issue any press releases relating to thisAGREEMENT without prior written approval 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                      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                      LICENSEE shallbe able to disclose to customers and/or prospective customers the identity ofGTG and the existence of this AGREEMENT.

 

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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:

 

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

 

or, if given or rendered toGTG, addressed to:

 

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

 

with a copy to:

 

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 any case, to suchchanged address or person as GTG or LICENSEE shall have specified to the otherby 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 thelicense 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.

 

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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, encumbrances, liens, oragreements, either written or implied, inconsistent therewith or pursuant towhich 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, reasonable attorneys’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                      The indemnifyingparty’s indemnification obligations under this Section 8.5 are conditionedupon the indemnified party (i) giving prompt notice of the claim to theindemnifying party; (ii) granting sale control of the defense orsettlement 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.

 

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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 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 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 ANYLICENSE GRANTED HEREUNDER.

 

8.8                               Nothingcontained in this AGREEMENT shall be construed as:

 

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

 

8.8.2                      a warranty orrepresentation that any manufacture, sale, lease, use or other dispositionhereunder will be free from infringement of patents other than those underwhich and to the extent 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

 

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

 

ARTICLE IX

MISCELLANEOUS

 

9.1                               NO ASSISTANCETO THIRD PARTIES: Except as legally compelled, such as in responding to alawfully 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 ofthe authorship of any provisions hereof. The existence or absence of any termor condition 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                               CHOICE OF LAW:This AGREEMENT and matters connected with the performance thereof shall beconstrued, interpreted, applied and governed in all respects in accordance thelaws 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, the parties will endeavor to settle such matters amicablybetween themselves in good faith. Should the parties be unable to do so withina period of forty-five (45) working days, the matter shall be promptlysubmitted to arbitration in accordance with the rules of the AmericanArbitration Association, and judgment upon the award rendered by thearbitrators may be entered in any 

 

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court in Colorado havingjurisdiction thereof. This arbitration agreement shall not apply to anycontroversy or claim involving an issue of the infringement, validity, orenforceability of any patent. The arbitration shall be governed by the UnitedStates Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of anyprovisions of state law inconsistent therewith or which would produce adifferent 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                      The arbitratorshall be fully compensated in accordance with his or her normal hourly or perdiem rates for all time spent in connection with the arbitration proceeding. Pendinga final award, the arbitrator’s compensation and expenses shall be advancedequally 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: Theheadings 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 this AGREEMENTand consummate the transactions herein provided.

 

9.13                         FORCE MAJEURE:Neither party shall be held responsible if the fulfillment of any terms orprovisions of this AGREEMENT are delayed or prevented by wars, revolutions,fires, floods, acts of God, acts of terrorism whether actual or threatened, orother causes similar to those enumerated and not within the control of theparty whose performance is interfered with, and which by the exercise ofreasonable 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 WITNESS WHEREOF, theparties hereto have caused their authorized representatives to execute thisAGREEMENT.

 

 
| 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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