Unassociated Document


     

    AMENDED
AND RESTATED

    LICENSE,
SUPPLY AND R&D AGREEMENT

    


    by and
among

    


    LANDEC
CORPORATION,

    


    LANDEC
AG, LLC

    


    and

    


    MONSANTO
COMPANY

    
 

    November
27, 2009

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

    


    
      
        
          	
                  1.

                	
                  DEFINITIONS.

                	
                  - 1
      -

                
	 	 	 
	
                  2.

                	
                  LICENSE
      GRANTS AND IP OWNERSHIP.

                	
                  - 5
      -

                
	 	 	 
	 
      	
                  2.1.

                	
                  License
      Grants to Monsanto.

                	
                  - 5
      -

                
	 	 	 	 
	 
      	
                  2.2.

                	
                  License
      Grants to Landec.

                	
                  - 6
      -

                
	 	 	 	 
	 
      	
                  2.3.

                	
                  Retained
      Rights and Ownership.

                	
                  - 6
      -

                
	 	 	 	 
	
                  3.

                	
                  ANNUAL
      PAYMENTS AND LICENSE PURCHASE OPTION.

                	
                  - 7
      -

                
	 	 	 
	 
      	
                  3.1.

                	
                  Annual
      Payments

                	
                  - 7
      -

                
	 	 	 	 
	 
      	
                  3.2.

                	
                  License
      Purchase Option

                	
                  - 7
      -

                
	 	 	 	 
	 
      	
                  3.3.

                	
                  Long-Term
      Supply

                	
                  - 7
      -

                
	 	 	 	 
	 
      	
                  3.4.

                	
                  Effects
      of License Purchase

                	
                  - 8
      -

                
	 	 	 	 
	 
      	
                  3.5.

                	
                  Failure
      to Exercise the License Purchase Option

                	
                  - 8
      -

                
	 	 	 	 
	 
      	
                  3.6.

                	
                  Undertakings
      Relating to License Purchase Option

                	
                  - 8
      -

                
	 	 	 	 
	
                  4.

                	
                  SUPPLY
      OF LICENSED PRODUCT.

                	
                  - 9
      -

                
	 	 	 
	 
      	
                  4.1.

                	
                  Supply
      Agreement.

                	
                  - 9
      -

                
	 	 	 	 
	 
      	
                  4.2.

                	
                  Monsanto’s
      Responsibilities.

                	
                  - 9
      -

                
	 	 	 	 
	 
      	
                  4.3.

                	
                  Landec’s
      Responsibilities.

                	
                  -
      10 -

                
	 	 	 	 
	 
      	
                  4.4.

                	
                  Payment.

                	
                  -
      10 -

                
	 	 	 	 
	 
      	
                  4.5.

                	
                  Records
      and Audit

                	
                  -
      11 -

                
	 	 	 	 
	 
      	
                  4.6.

                	
                  Sole
      Remedy

                	
                  -
      11 -

                
	 	 	 	 
	 
      	
                  4.7.

                	
                  Title

                	
                  -
      11 -

                
	 	 	 	 
	
                  5.

                	
                  SERVICES

                	
                  -
      11 -

                
	 	 	 
	 
      	
                  5.1.

                	
                  Operating
      Services.

                	
                  -
      12 -

                
	 	 	 	 
	 
      	
                  5.2.

                	
                  Monsanto’s
      Support Services

                	
                  -
      13 -

                
	 	 	 	 
	 
      	
                  5.3.

                	
                  Sales
      Agency.

                	
                  -
      13 -

                
	 	 	 	 
	 
      	
                  5.4.

                	
                  Costs
      of Services.

                	
                  -
      14 -

                
	 	 	 	 
	 
      	
                  5.5.

                	
                  Records
      and Audit

                	
                  -
      14 -

                
	 	 	 	 
	
                  6.

                	
                  INTELLECTUAL
      PROPERTY.

                	
                  -
      14 -

                
	 	 	 
	 
      	
                  6.1.

                	
                  Filing,
      Prosecution and Maintenance of Patent Rights.

                	
                  -
      14 -

                
	 	 	 	 
	 
      	
                  6.2.

                	
                  Enforcement
      of Patent Rights.

                	
                  -
      17 -

                


        

         

        
          
            i

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 
      	
                  6.3.

                	
                  Defense
      of Third Party Infringement Action.

                	
                  -
      19 -

                
	 	 	 	 
	 
      	
                  6.4.

                	
                  Patent
      Term Restoration

                	
                  -
      20 -

                
	 	 	 	 
	
                  7.

                	
                  CONFIDENTIALITY.

                	
                  -
      21 -

                
	 	 	 
	 
      	
                  7.1.

                	
                  Confidential
      Information

                	
                  -
      21 -

                
	 	 	 	 
	 
      	
                  7.2.

                	
                  Exceptions

                	
                  -
      21 -

                
	 	 	 	 
	 
      	
                  7.3.

                	
                  Authorized
      Disclosure and Use.

                	
                  -
      21 -

                
	 	 	 	 
	 
      	
                  7.4.

                	
                  SEC
      Filings and Other Disclosures

                	
                  -
      22 -

                
	 	 	 	 
	 
      	
                  7.5.

                	
                  Public
      Announcements

                	
                  -
      22 -

                
	 	 	 	 
	
                  8.

                	
                  REPRESENTATIONS,
      WARRANTIES AND COVENANTS.

                	
                  -
      22 -

                
	 	 	 
	 
      	
                  8.1.

                	
                  Representations,
      Warranties and Covenants of Each Party

                	
                  -
      22 -

                
	 	 	 	 
	 
      	
                  8.2.

                	
                  Additional
      Representations, Warranties of Landec

                	
                  -
      23 -

                
	 	 	 	 
	 
      	
                  8.3.

                	
                  Representation
      by Legal Counsel

                	
                  -
      23 -

                
	 	 	 	 
	 
      	
                  8.4.

                	
                  No
      Inconsistent Agreements

                	
                  -
      23 -

                
	 	 	 	 
	 
      	
                  8.5.

                	
                  Warranty
      Disclaimer

                	
                  -
      23 -

                
	 	 	 	 
	
                  9.

                	
                  TERM
      AND TERMINATION.

                	
                  -
      24 -

                
	 	 	 
	 
      	
                  9.1.

                	
                  Term

                	
                  -
      24 -

                
	 	 	 	 
	 
      	
                  9.2.

                	
                  Termination
      by Monsanto

                	
                  -
      24 -

                
	 	 	 	 
	 
      	
                  9.3.

                	
                  Termination
      for Cause

                	
                  -
      24 -

                
	 	 	 	 
	 
      	
                  9.4.

                	
                  Effects
      of Termination.

                	
                  -
      25 -

                
	 	 	 	 
	 
      	
                  9.5.

                	
                  Survival
      of Certain Obligations

                	
                  -
      25 -

                
	 	 	 	 
	
                  10.

                	
                  INDEMNIFICATION.

                	
                  -
      25 -

                
	 	 	 
	 
      	
                  10.1.

                	
                  Indemnification
      by Landec.

                	
                  -
      25 -

                
	 	 	 	 
	 
      	
                  10.2.

                	
                  Indemnification
      by Monsanto

                	
                  -
      26 -

                
	 	 	 	 
	 
      	
                  10.3.

                	
                  Conditions
      to Indemnification

                	
                  -
      27 -

                
	 	 	 	 
	 
      	
                  10.4.

                	
                  Limitations
      of Indemnification.

                	
                  -
      27 -

                
	 	 	 	 
	 
      	
                  10.5.

                	
                  Sole
      Remedy

                	
                  -
      28 -

                
	 	 	 	 
	
                  11.

                	
                  MISCELLANEOUS
      TERMS.

                	
                  -
      28 -

                
	 	 	 
	 
      	
                  11.1.

                	
                  General
      Payment Terms.

                	
                  -
      28 -

                
	 	 	 	 
	 
      	
                  11.2.

                	
                  Assignment

                	
                  -
      28 -

                
	 	 	 	 
	 
      	
                  11.3.

                	
                  Amendment

                	
                  -
      29 -

                
	 	 	 	 
	 
      	
                  11.4.

                	
                  Waiver

                	
                  -
      29 -

                


        

         

        
          
            ii

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 
      	
                  11.5.

                	
                  Governing
      Law and Jurisdiction

                	
                  -
      29 -

                
	 	 	 	 
	 
      	
                  11.6.

                	
                  UN
      Convention on Contracts for Sale of Goods

                	
                  -
      29 -

                
	 	 	 	 
	 
      	
                  11.7.

                	
                  Bankruptcy

                	
                  -
      29 -

                
	 	 	 	 
	 
      	
                  11.8.

                	
                  Dispute
      Resolution

                	
                  -
      29 -

                
	 	 	 	 
	 
      	
                  11.9.

                	
                  Descriptive
      Headings

                	
                  -
      30 -

                
	 	 	 	 
	 
      	
                  11.10.

                	
                  Notices

                	
                  -
      30 -

                
	 	 	 	 
	 
      	
                  11.11.

                	
                  Entire
      Agreement

                	
                  -
      31 -

                
	 	 	 	 
	 
      	
                  11.12.

                	
                  Force
      Majeure

                	
                  -
      32 -

                
	 	 	 	 
	 
      	
                  11.13.

                	
                  Severability

                	
                  -
      32 -

                
	 	 	 	 
	 
      	
                  11.14.

                	
                  No
      Implied License

                	
                  -
      32 -

                
	 	 	 	 
	 
      	
                  11.15.

                	
                  Basis
      of Bargain

                	
                  -
      32 -

                
	 	 	 	 
	 
      	
                  11.16.

                	
                  Further
      Actions

                	
                  -
      32 -

                
	 	 	 	 
	 
      	
                  11.17.

                	
                  Independent
      Contractors

                	
                  -
      33 -

                
	 	 	 	 
	 
      	
                  11.18.

                	
                  Counterparts

                	
                  -
      33 -

                


        

      

    

    


    Exhibits

    


    
      	
              Exhibit
      A

            	
              Non-Exclusive
      Licensed Patent Rights owned by Landec Corporation

            
	 
      	 
      
	
              Exhibit
      B

            	
              Non-Exclusive
      Licensed Patent Rights owned by Landec Ag

            
	 
      	 
      
	
              Exhibit
      C

            	
              Exclusive
      Licensed Patent Rights Owned by Landec Corporation

            
	 
      	 
      
	
              Exhibit
      D

            	
              Form
      of Warranty and Disclaimer Language

            


    

     

    
      
        iii

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LICENSE,
SUPPLY AND R&D AGREEMENT

    


    This Amended and Restated License,
Supply and R&D Agreement (this “Agreement”) is entered into as
of November 27, 2009 (the “Effective Date”), by and among
LANDEC CORPORATION, a corporation organized and existing under the laws of the
state of Delaware (“Landec
Corporation”), LANDEC AG, LLC, a limited liability company organized and
existing under the laws of the state of Delaware and a subsidiary of Landec
Corporation (“Landec
Ag,” and together with Landec Corporation, “Landec”), and MONSANTO
COMPANY, a corporation organized and existing under the laws of the state of
Delaware (together with its Affiliates referred to herein as “Monsanto”).  Landec
Corporation, Landec Ag and Monsanto may each be referred to herein individually
as a “Party” and
collectively as the “Parties.”

    


    Background

    


    WHEREAS, Landec has developed and
commercialized a broad technology and business, including proprietary
technology, patents, technical know-how, trade secrets and other intellectual
property rights, for seed coatings and coating-related processes, and systems
designed to control and enhance germination and other seed performance
characteristics, and the formulation, application and the use of such coatings,
processes and systems, either alone or in combination with herbicides,
fungicides, insecticides, nutrients and other additives (the foregoing
collectively referred to as the “Intellicoat®
Seed Coating
Technology”);

    


    WHEREAS, Monsanto, an agricultural
company, produces leading seed brands in large-acre crops like corn, cotton and
oilseeds (soybeans and canola);

    


    WHEREAS, Monsanto desires to obtain,
and Landec desires to grant to Monsanto, a non-exclusive license to Landec’s
Intellicoat® Seed
Coating Technology and an exclusive license to Landec’s Controlled Release
Patent Rights (as defined below);

    


    WHEREAS,
the Parties have previously entered into a License, Supply and R&D Agreement
dated December 1, 2006, as amended on May 29, 2009 (the “Original Agreement”) and
pursuant to Section 11.3 of the Original Agreement the Parties wish to amend and
restate the Original Agreement herein; and

    


    NOW THEREFORE, in consideration of the
mutual promises and covenants set forth below and other good and valuable
consideration, the receipt and sufficiency of which are

     hereby
acknowledged, the Parties hereby agree as follows:

    


    Agreement

     

    
      	
              1.

            	
              Definitions.

            


    

     

    
      	
               
      

            	
              1.1.

            	
              “Affiliate” means, with
      respect to any person or entity, any other person or entity which
      controls, is controlled by or is under common control with such person or
      entity.  A person or entity will be regarded as in control of
      another entity if it owns or controls more than fifty percent (50%) of the
      equity securities of the subject entity entitled to vote in the election
      of directors (or, in the case of an entity that is not a corporation, for
      the election of the corresponding managing
  authority).

            


    

     

    
      
        
        

      

      
        - 1
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              1.2.

            	
              “Commercially Reasonable
      Efforts” means those efforts, activities, measures, and resources
      of a diligent Third Party active in a similar field as the Party under the
      obligation to make such efforts would consider to be commercially
      reasonable, feasible and viable to be performed, undertaken or made in or
      under the specific circumstances.

            


    

     

    
      	
               
      

            	
              1.3.

            	
              “Confidential
      Information” means, with respect to each Party, proprietary data or
      information that belongs in whole or in part to such Party or information
      designated as Confidential Information of such Party hereunder, in all
      cases that, if disclosed in writing, is marked with the words
      “Confidential,” “Proprietary” or words of similar import and, if disclosed
      orally or visually, is described in reasonable detail in a written notice
      sent by the disclosing party to the receiving party within thirty (30)
      days of the oral or visual disclosure requesting that such information be
      treated as Confidential Information
hereunder.

            


    

     

    
      	
               
      

            	
              1.4.

            	
              “Control” or “Controlled” means, with
      respect to any (a) item of information, including, without limitation,
      Know-How, or (b) intellectual property or other right, the possession of
      the right, whether directly or indirectly, and whether by ownership,
      license or otherwise, to grant to the other Party access or a license,
      sublicense or other right to or under such item or right without violating
      the terms of any agreement or other arrangements with any Third Party
      existing before or after the Effective
Date.

            


    

     

    
      	
               
      

            	
              1.5.

            	
              “Controlled Release Patent
      Rights” means (a) the Patent Rights referred to in Exhibit C, (b)
      any Patent Rights claiming Landec Improvements, and (c) any Patent Rights
      maturing from applications set forth in Exhibit C or
      maturing from applications in any country of the world that claim priority
      to any such applications.

            


    

     

    
      	
               
      

            	
              1.6.

            	
              “Direct Costs” means the
      cost of all raw materials and contract manufacturing charges (including
      direct labor, but excluding the costs of Operating Services paid by
      Monsanto to Landec pursuant to Section 5.4.1)
      incurred by Landec in manufacturing and supplying Polymer or Formulation
      ordered by Monsanto.

            


    

     

    
      	
               
      

            	
              1.7.

            	
              “Ex Works” has the
      meaning set forth in Incoterms 2000, ICC Official Rules for the
      Interpretation of Trade Terms, ICC Publication No.
  560.

            


    

     

    
      	
               
      

            	
              1.8.

            	
              “Field” means Plant
      Propagation Material.  The Parties agree that the Field shall
      include, but not be limited to, Plant Propagation Material from alfalfa,
      canola, corn, cotton, soybean, cereals, sugarcane, and the use of such
      treated Plant Propagation
Materials.

            


    

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              1.9.

            	
              “Formulation” means
      coatings or treatments of Plant Propagation Material using Polymer or
      derivatives thereof.

            


    

     

    
      	
               
      

            	
              1.10.

            	
              “Governmental Authority”
      means any government or agency, instrumentality or other subdivision
      thereof, including courts and tribunals, and the states, provinces and
      other subdivisions thereof.

            


    

     

    
      	
               
      

            	
              1.11.

            	
              “Improvement” means all
      Patent Rights and other intellectual property rights on any improvement to
      the Polymer or derivatives thereof, methods for applying the Polymer or
      derivatives thereof to Plant Propagation Material, or preparation and use
      of the Formulation, whether or not patentable or copyrightable, which is
      recorded, developed, conceived of, created or reduced to practice during
      the performance of the Revised Work Plan during the Term.  Improvements will not
      include anything conducted outside the Revised Work Plan even though
      conducted during the Term.

            


    

     

    
      	
               
      

            	
              1.12.

            	
              “Joint Improvement”
      means any and all
      Improvements created or conceived jointly by (a) Monsanto or any one or
      more of its Affiliates, agents, employees, subcontractors, Third Parties
      acting on their behalf or sublicensees and (b) Landec or any one or more
      of its Affiliates, agents, employees, subcontractors, Third Parties acting
      on their behalf or licensees,
      provided that either
      Party or both Parties may assist with or be involved in reduction to
      practice, during the performance of the Revised Work Plan during the
      Term.

            


    

     

    
      	
               
      

            	
              1.13.

            	
              “Know-How” means
      inventions, discoveries, data, information, processes, methods,
      techniques, materials, systems, formulations, design, expertise,
      technology, or research results, whether or not patentable or
      copyrightable.

            


    

     

    
      	
               
      

            	
              1.14.

            	
              “Landec Improvements” means any
      and all Improvements created or conceived solely by Landec or any one or
      more of its Affiliates, agents, employees, subcontractors, Third Parties
      acting on their behalf, or licensees, provided that either
      Party or both Parties may assist with or be involved in reduction to
      practice during the performance of the Revised Work Plan during the
      Term.  All Landec Improvements will be solely owned by Landec
      Ag.

            


    

     

    
      	
               
      

            	
              1.15.

            	
              “Laws” means laws,
      statutes, ordinances, rules, regulations, judgments or decrees
      administered, promulgated or issued by any Governmental
      Authority.

            


    

     

    
      	
               
      

            	
              1.16.

            	
              “Licensed Know-How” means
      all Know-How developed by or
      on behalf of or acquired by, and in the possession or Control of,
      Landec, including
      Landec Improvements, which is necessary or useful to the manufacture, use
      or sale of Licensed Products, or otherwise relates to the Licensed
      Technology, except for any Know-How relating to the manufacture of
      Polymer.

            


    

     

    
      	
               
      

            	
              1.17.

            	
              “Licensed Product” means
      chemistry, including Polymer or Formulation, each of which is (a)
      developed by the Parties under the Revised Work Plan and (b) covered by
      the Controlled Release Patent Rights.  For the avoidance of
      doubt, products existing as of the Effective Date and marketed by Landec
      under the trade names POLLINATOR PLUS®, INTELLICOAT®, EARLY PLANT® and
      RELAY® are not included in the definition of Licensed Products under this
      Agreement.

            


    

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              1.18.

            	
              “Licensed Technology”
      means the Licensed Know-How, Landec Improvements, Joint Improvements,
      Controlled Release Patent Rights and Other Landec Patent
      Rights.

            


    

     

    
      	
               
      

            	
              1.19.

            	
              “Major Market Countries”
      means the United States, Canada, Japan, Germany, France, United Kingdom of
      Great Britain, Argentina, Brazil, Chile, and the
    Netherlands.

            


    

     

    
      	
            	
              1.20.

            	
              “Monsanto Improvements” means any and all Improvements created
      or conceived solely by Monsanto or any one or more of its Affiliates,
      agents, employees, subcontractors, Third Parties acting on their behalf or
      licensees, provided that either Party or both Parties
      may assist with or be involved in reduction to practice during the
      performance of the Revised Work Plan during the Term.  All
      Monsanto Improvements will be solely owned by
    Monsanto.

            


    

     

    
      	
               
      

            	
              1.21.

            	
              “Other Landec Patent
      Rights” means (a) the Patent Rights referred to in Exhibit A and
      Exhibit
      B, and (b) the Patent Rights maturing from applications set forth
      in Exhibit
      A or Exhibit B, or
      maturing from applications in any country of the world that claim priority
      to any such applications.

            


    

     

    
      	
               
      

            	
              1.22.

            	
              “Patent Rights” means any
      and all rights under any and all (a) U.S. or foreign patents, (b) U.S. or
      foreign patent applications, including without limitation,
      all  provisional applications, substitutions, continuations,
      continuations-in-part, divisional applications, renewals, and all patents
      granted thereon, (c) all patents-of-addition, reissues, reexaminations and
      extensions or restorations by existing or future extension or restoration
      mechanisms, including, without limitation, supplementary protection
      certificates or the equivalent thereof, and (d) any other form of
      government-issued right substantially equivalent to any of the
      foregoing.

            


    

     

    
      	
               
      

            	
              1.23.

            	
              “Plant Propagation
      Material” means all the generative parts of the plant, such as
      seeds, which can be used for the multiplication of the plant and
      vegetative plant material such as, but not limited to cuttings, roots,
      fruits, tubers, bulbs, rhizomes, meristem tissue and parts of
      plants.  Also included are germinated plants and young plants, which
      are transplanted after germination or after emergence from the
      soil.

            


    

     

    
      	
               
      

            	
              1.24.

            	
              “Polymer” means any
      polymeric material that is developed under the Revised Work
      Plan.

            


    

     

    
      	
               
      

            	
              1.25.

            	
              “Purchase Price” means
      120% of Direct Costs, but excluding the costs of Operating Services paid
      by Monsanto to Landec Ag pursuant to Section 5.4.1,
       
      relating to the manufacture of Polymer ordered by
  Monsanto.

            


    

     

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              1.26.

            	
              “Territory” means
      worldwide.

            


    

     

    
      	
               
      

            	
              1.27.

            	
              “Third Party” means any
      person or entity other than Landec Corporation, Landec Ag or Monsanto or
      their respective Affiliates.

            


    

     

    
      	
               
      

            	
              1.28.

            	
              Additional
      Definitions.  Each of the following definitions are found
      in the body of this Agreement as
indicated:

            


    

     

    
      	 
      	
              Section

            
	 	 
	
              “AAA”

            	
              11.8.2

            
	
              “Annual
      Payment”

            	
              3.1

            
	
              “Annual
      Supply Fee”

            	
              4.4.1

            
	
              “Controlling
      Party”

            	
              6.2.3

            
	
              “Disinterested
      Party”

            	
              6.1.5.1

            
	
              “Formulation
      and Manufacturing Services”

            	
              5.1.2

            
	
              “Held
      Back Claims”

            	
              10.1.2

            
	
              “Infringement
      Suit”

            	
              6.3.1

            
	
              “Infringer”

            	
              6.2.1

            
	
              “Landec
      Indemnified Party”

            	
              10.2

            
	
              “Liability”

            	
              10.1.1

            
	
              “License
      Purchase Option”

            	
              3.2

            
	
              “Monsanto
      Indemnified Party”

            	
              10.1.1

            
	
              “Operating
      Service(s)”

            	
              5

            
	
              “Performance
      Claims”

            	
              10.1.1(b)

            
	
              “Perpetual
      License Agreement”

            	
              3.2

            
	
              “Reduction
      Amount”

            	
              4.4.3.2

            
	
              “Representatives”

            	
              11.8.1

            
	
              “Research
      and Development Services”

            	
              5.1.1.1

            
	
              “Responsible
      Party”

            	
              6.1.5.1

            
	
              “Revised
      Work Plan”

            	
              5.1.1.1

            
	
              “Sales
      and Marketing Services”

            	
              5.3.2

            
	
              “Specifications”

            	
              4.3.2

            
	
              “Sued
      Party”

            	
              6.3.1

            
	
              “Supply
      Term”

            	
              4.1.1

            
	
              “Support
      Services”

            	
              5.2

            
	
              “Term”

            	
              9.1

            
	
              “Termination
      Fee”

            	
              9.2.1

            


    

     

    
      	
              2.

            	
              License Grants and IP
      Ownership.

            


    

     

    
      	
               
      

            	
              2.1.

            	
              License Grants to
      Monsanto. 

            


    

     

    
      	
               
      

            	
              2.1.1.

            	
              Exclusive Controlled Release
      License.  Subject to the terms and conditions of this
      Agreement, Landec hereby grants to Monsanto an exclusive license under the
      Controlled Release Patent Rights to (a) use, develop, market, distribute,
      sell, offer for sale, import and export Licensed Products for use in the
      Field during the Term in the Territory and (b) to make and have made
      Formulation for use in the Field during the Term in the
      Territory.

            


    

     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              2.1.2.

            	
              Non-Exclusive Patent and
      Know-How License.  Subject to the terms and conditions of
      this Agreement, Landec hereby grants to Monsanto a non-exclusive license
      to practice the Licensed Know-How and the Other Landec Patent Rights
      during the Term solely to the extent necessary for Monsanto to practice
      the Controlled Release Patent Rights licensed to Monsanto pursuant to
      Section
      2.1.1.

            


    

     

    
      	
               
      

            	
              2.1.3.

            	
              Sublicensing. Monsanto
      may sublicense all or any portion of its rights and obligations under this
      Agreement only with the prior written approval of Landec, which approval
      will not be unreasonably withheld.  Notwithstanding the
      foregoing, Monsanto will be free to grant sublicenses to all or any
      portion of its rights under this Agreement without Landec’s prior written
      consent to authorize its customers to use Formulation made by or on behalf
      of Monsanto.

            


    

     

    
      	
               
      

            	
              2.2.

            	
              License Grants to
      Landec.

            


    

     

    
      	
               
      

            	
              2.2.1.

            	
              In the
      Field.  Subject to the terms and conditions of this
      Agreement, Monsanto hereby grants to Landec a non-exclusive, royalty-free
      license to exploit the Monsanto Improvements within the Field in the
      Territory solely to make and use (but not sell) Licensed Products,
      provided that Landec may sell Licensed Products that exploit the Monsanto
      Improvements pursuant to Section
      5.3.1.

            


    

     

    
      	
               
      

            	
              2.2.2.

            	
              Outside the Field.
      Subject to the terms and conditions of this Agreement, Monsanto
      hereby grants to Landec a non-exclusive license for all rights to use,
      develop, make, have made, market, distribute, sell, offer for sale,
      import, export and otherwise exploit the Monsanto Improvements outside the
      Field in the Territory.  Landec will pay a reasonable royalty,
      as mutually agreed, to Monsanto on net sales of products for use solely
      outside the Field, which are covered by the Monsanto
      Improvements.

            


    

     

    
      	
               
      

            	
              2.3.

            	
              Retained Rights and
      Ownership.

            


    

     

    
      	
               
      

            	
              2.3.1.

            	
              Licensed
      Technology.  Except for the licenses expressly granted
      under Section
      2.1, Landec retains all right, title and interest in and to the
      Licensed Technology and, subject to Section 5.3.1,
      is free to use the Licensed Technology in the Field in the
      Territory.  In addition to the foregoing, Landec is free to
      transfer, license, use and otherwise exploit the Licensed Technology
      outside the Field in the Territory.

            


    

     

    
      	
               
      

            	
              2.3.2.

            	
              Monsanto
      Improvements.  Except for the licenses expressly granted
      under Section
      2.2, Monsanto retains all right, title and interest in and to the
      Monsanto Improvements and is free to transfer, license and otherwise
      exploit the Monsanto Improvements in the
  Territory.

            


    

     

    
      
        
        

      

      
        - 6
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              2.3.3.

            	
              Joint
      Improvements.  Subject to Sections
      6.1.5.2 and 6.1.6.2, the
      Parties are joint owners of any Joint Improvements and will have the right
      to make, have made, use, develop, market, distribute, sell, offer for
      sale, import and export products covered by the Joint Improvements for use
      in all fields in the Territory without any compensation to the other
      Party.  No right or license is conveyed by this Section 2.3.3
      to any Patent Right other than those Patent Rights included within the
      Joint Improvements.

            


    

     

    
      	
               
      

            	
              2.3.4.

            	
              Disclosure.  By
      the end of each calendar quarter during the Term, Landec will disclose any
      material Landec Improvements promptly in writing to Monsanto and Monsanto
      will disclose any material Monsanto Improvements promptly in writing to
      Landec.

            


    

     

    
      	
              3.

            	
              Annual Payments and License
      Purchase Option.

            


    

     

    
      	
               
      

            	
              3.1.

            	
              Annual
      Payments.  The Parties agree and acknowledge that
      Monsanto has already paid to Landec Ag seven million five hundred thousand
      dollars ($7,500,000) under Section 3.1 of the Original
      Agreement.  On January 31 of each of the years 2010 and 2011,
      Monsanto will pay to Landec Ag two million five hundred thousand dollars
      ($2,500,000) (each, an “Annual
      Payment”).

            


    

     

    
      	
               
      

            	
              3.2.

            	
              License Purchase
      Option.  At any time during the period starting on the
      Effective Date and ending on December 1, 2011, Monsanto has the option to
      purchase a perpetual, irrevocable, royalty-free, co-exclusive license
      under the Controlled Release Patent Rights to (a) make and have made
      Formulation for use in the Field in the Territory and (b) use, develop,
      market, distribute, sell, offer for sale, import and export Licensed
      Products for use in the Field in the Territory, together with a perpetual,
      irrevocable, royalty-free, non-exclusive license to practice the Licensed
      Know-How and the Other Landec Patent Rights solely to the extent necessary
      for Monsanto to practice the Controlled Release Patent Rights licensed to
      Monsanto pursuant to the foregoing (the “License Purchase
      Option”) by paying ten million dollars ($10,000,000) to Landec
      Corporation.  Monsanto may exercise the License Purchase Option
      by providing written notice to both Landec Ag and Landec Corporation of
      its desire to exercise the License Purchase Option.  Upon Landec
      Corporation’s receipt of Monsanto’s notice, Landec Corporation and
      Monsanto will negotiate and enter into a Perpetual License Agreement with
      terms consistent with the provisions of this Agreement (the “Perpetual License Agreement”).

            


    

     

    
      	
               
      

            	
              3.3.

            	
              Long-Term
      Supply.  To assist with Monsanto’s decision to exercise
      the License Purchase Option, the Parties will use good faith efforts to
      negotiate and agree upon the margin over Purchase Price that Monsanto will
      pay Landec to manufacture and supply Polymer to Monsanto pursuant to the
      supply agreement that the Parties will negotiate and enter into pursuant
      to Section
      3.4.2 below if Monsanto exercises the License Purchase
      Option.

            


    

     

    
      
        
        

      

      
        - 7
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.4.

            	
              Effects of License
      Purchase.  If Monsanto elects to exercise the License
      Purchase Option, then the following will occur upon the effective date of
      the Perpetual License Agreement:

            


    

     

    
      	
               
      

            	
              3.4.1.

            	
              Acceleration of
      Payments.  Monsanto will pay to Landec Corporation any
      unpaid Annual Payments or Annual Supply Fees that would have otherwise
      been paid to Landec Ag during the Term of this
  Agreement.

            


    

     

    
      	
               
      

            	
              3.4.2.

            	
              Supply of
      Polymer.   The Parties’ obligations under Section 4 will
      terminate.  Landec Corporation and Monsanto will negotiate and
      enter into a new supply agreement pursuant to which Monsanto will order
      and purchase from Landec its total requirement of Polymer and Landec will
      manufacture and sell to Monsanto an amount of Polymer equal to such total
      requirement during such term, provided that Landec
      (a) has the capability to meet Monsanto’s demand, (b) can manufacture
      Polymer in accordance with Specifications and (c) can provide Polymer to
      Monsanto at a price and on other terms that are competitive to the prices
      and other terms offered by other bona fide suppliers.  Subject
      to any agreements reached during negotiations pursuant to Section 3.3
      above, when negotiating the new supply agreement, Landec Corporation and
      Monsanto will agree upon a price for the Polymer, as well as a supply
      term.  In addition, this supply agreement will provide that
      Landec will give priority to Monsanto over any other customers in
      allocating its Polymer production
capability.

            


    

     

    
      	
               
      

            	
              3.4.3.

            	
              Termination of Other
      Provisions.  This Agreement will terminate in its
      entirety and Landec Corporation and Monsanto will have no further
      obligations under this Agreement, provided, however, that the
      following provisions of this Agreement will survive after the effective
      date of the Perpetual License Agreement:  Section 2.2
      (License Grants to Landec), Section 3.4
      (Effects of License Purchase), Section 6
      (Intellectual Property), Section 7
      (Confidentiality), Section 8
      (Representations, Warranties and Covenants), and Section 11
      (Miscellaneous Terms).

            


    

     

    
      	
               
      

            	
              3.5.

            	
              Failure to Exercise the License
      Purchase Option.  If Monsanto does not elect to exercise
      the License Purchase Option within the time period described in Section 3.2 and
      does not otherwise terminate the Agreement, then upon expiration of the
      Term, Monsanto will be deemed to have terminated this Agreement pursuant
      to Section
      9.2 and will pay to Landec Ag the Termination Fee (described in
      Section
      9.2.1) on the last day of the
Term.

            


    

     

    
      	
               
      

            	
              3.6.

            	
              Undertakings Relating to
      License Purchase Option.  As of the effective date of the
      Perpetual License Agreement, no Third Party will hold any licenses or
      sublicenses to any of the Controlled Release Patent Rights for use in the
      Field.

            


    

     

    
      
        
        

      

      
        - 8
-

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              Supply of Licensed
      Product.

            


    

     

    
      	
               
      

            	
              4.1.

            	
              Supply
      Agreement.

            


    

     

    
      	
               
      

            	
              4.1.1.

            	
              Polymer.  Beginning
      on the Effective Date, until the end of the Term or such earlier time as
      (a) the effective date of the Perpetual License Agreement or (b) the early
      termination of this Agreement in accordance with Sections 9.2 or
      9.3 (the
      “Supply Term”),
      Landec will manufacture and supply Polymer to Monsanto.  During
      the Supply Term, Monsanto will order and purchase from Landec under the
      terms and conditions stated in this Section 4 its
      total requirement of Polymer and Landec will, under the terms and
      conditions stated in this Section 4,
      manufacture and sell to Monsanto an amount of Polymer equal to such total
      requirement.

            


    

     

    
      	
               
      

            	
              4.1.2.

            	
              Formulation.  At
      any time during the Term, Monsanto has the option to (a) continue to order
      Formulation from Landec or (b) take over all manufacturing and production
      of Formulation and treatment of Plant Propagation
      Materials.  The Parties agree that upon Monsanto’s request and
      at Monsanto’s sole expense, Landec will assist Monsanto in the transfer of
      manufacturing and production of Formulation and treatment of Plant
      Propagation Materials from Landec to Monsanto in order to allow Monsanto
      to commence commercial production of Formulation at any time specified by
      Monsanto.  If so requested by Monsanto, Landec will sell to
      Monsanto any equipment required by Monsanto for such manufacturing and
      production which is no longer required by Landec, at a purchase price
      equal to the fair market value
thereof.

            


    

     

    
      	
               
      

            	
              4.2.

            	
              Monsanto’s
      Responsibilities.

            


    

     

    
      	
               
      

            	
              4.2.1.

            	
              Forecasts.  By
      the end of each calendar quarter during the Supply Term, Monsanto will
      provide a non-binding six (6) month rolling forecast of its expected
      requirements for Licensed Product.  Within thirty (30) business
      days following receipt of each such forecast, Landec will advise Monsanto
      in writing whether it has the capability to provide such estimated
      requirements or, if not, the amount of Licensed Products it has the
      capability to provide.  Landec will, in determining its
      capability to provide Monsanto’s forecasted requirements, give priority to
      Monsanto over any other Landec customers.  If Landec does not
      provide such written advice to Monsanto within such thirty (30) business
      day period, Landec will be deemed to have confirmed that it has the
      required capability to provide Monsanto’s forecasted
    amounts.

            


    

     

    
      	
               
      

            	
              4.2.2.

            	
              Purchase
      Orders.  From time to time, Monsanto will issue purchase
      orders for Licensed Product.  These purchase orders will be
      binding upon Monsanto at the time of issue, and will also be binding upon
      Landec to the extent the amount of Licensed Product requested in the
      purchase orders does not exceed Landec’s capability as referred to in
      Section
      4.2.1 above.  Monsanto will provide at least sixty (60)
      days lead time for Licensed Product orders up to a quantity of 20,000
      pounds and a lead time of at least ninety (90) days for larger Licensed
      Product orders.  Landec will consult with Monsanto if additional
      suppliers are required to meet Monsanto’s
  requirements.

            


    

     

    
      
        
        

      

      
        - 9
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              4.3.

            	
              Landec’s Responsibilities.

            


    

     

    
      	
               
      

            	
              4.3.1.

            	
              Raw
      Materials.  Landec will be responsible for (a) obtaining
      all raw materials, ingredients and components required to manufacture and
      supply Licensed Product to Monsanto; and (b) supplying all other
      facilities, equipment, materials, shipping supplies and personnel
      necessary to manufacture and supply Licensed Product, provided, however, that Monsanto
      will pay for such costs incurred by Landec through payment of the Purchase
      Price for Licensed Product that it orders from Landec in accordance with
      Section
      4.4.2.

            


    

     

    
      	
               
      

            	
              4.3.2.

            	
              Specifications.  Landec
      Ag will supply Licensed Product to Monsanto as so ordered and in
      accordance with the specifications that are mutually agreed to by Landec
      Ag and Monsanto during the Term (the “Specifications”).  The
      Specifications may be modified or updated during the Supply Term as
      mutually agreed in writing by the
Parties.

            


    

     

    
      	
               
      

            	
              4.3.3.

            	
              Use of Third
      Parties.  Landec is entitled to use one or more Third
      Parties to perform all or any part of the manufacturing of Licensed
      Product, including, but not limited to, the sourcing of raw materials,
      components and other items used in manufacturing Licensed
      Product.  Landec will be responsible for ensuring that the
      performance by such Third Parties complies with the applicable provisions
      of this Agreement.

            


    

     

    
      	
               
      

            	
              4.4.

            	
              Payment.

            


    

     

    
      	
               
      

            	
              4.4.1.

            	
              Annual Supply
      Fee.  The Parties agree and acknowledge that Monsanto has
      already paid to Landec Ag three hundred thousand dollars ($300,000) under
      Section 4.4.1 of the Original Agreement.  On January 31 of each
      of the years 2010 and 2011, Monsanto will pay to Landec Ag one hundred
      thousand dollars ($100,000) (the “Annual Supply
      Fee”).  In addition, if this Agreement is terminated
      early in accordance with Section
      9.2  (or Section 9.3, if
      Landec terminates for cause), Monsanto will also owe the total amount of
      two hundred thousand dollars ($200,000) in Annual Supply
    Fees.

            


    

     

    
      	
               
      

            	
              4.4.2.

            	
              Purchase Price. During the Supply
      Term, Monsanto will purchase Licensed Product from Landec Ag for the
      Purchase Price.  Payment for amounts invoiced by Landec Ag will
      be due and payable by Monsanto to Landec Ag within thirty (30) days after
      the date of each such invoice.

            


    

     

    
      
        
        

      

      
        - 10
-

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                4.4.3.

              	
                Adjustment in Purchase
      Price.

              


      

       

    

    
      
        	
              	
                4.4.3.1.

              	
                Increase in Direct
      Costs.  Landec will use Commercially Reasonable Efforts
      to avoid increases to its Direct Costs, and will consult with Monsanto in
      good faith, in advance, to discuss any anticipated material increases in
      Direct Costs and alternatives for avoiding or minimizing such
      increases.  Subject to the foregoing, to the extent that
      Landec’s Direct Costs do increase during the Supply Term, such increase
      will be passed through to Monsanto by a corresponding increase in the
      Purchase Price.

              


      

    

     

    
      	
            	
              4.4.3.2.

            	
              Decrease in Direct
      Costs.  Landec will use Commercially Reasonable Efforts,
      in consultation with Monsanto, to reduce its Direct Costs.  To
      the extent that Landec’s Direct Costs are reduced during the Supply Term
      from the Direct Costs existing on the Effective Date (the “Reduction Amount”), such
      Reduction Amount will be allocated 70% to Monsanto and 30% to
      Landec.  For example, if the Direct Costs of the Polymer were to
      decrease from $4.00 to $2.00, the Direct Costs used in the calculation of
      Purchase Price would be reduced from $4.00 to
  $2.60.

            


    

     

    
      	
               
      

            	
              4.5.

            	
              Records and
      Audit.  Landec will maintain complete and accurate
      records which are relevant to the determination of the Purchase Price that
      Monsanto pays for Polymer under this Agreement.  Such records
      will be open during reasonable business hours for a period of three (3)
      years from the creation of individual records for examination at
      Monsanto’s expense and not more often than once per year by an independent
      certified public accountant selected by Monsanto.  Landec’s
      records and accounting information will be Confidential Information for
      purposes of Section 7 of
      this Agreement.

            


    

     

    
      	
               
      

            	
              4.6.

            	
              Sole
      Remedy.  Provided that Landec has used Commercially
      Reasonable Efforts to manufacture and supply Licensed Product in
      accordance with the Specifications, Landec’s sole liability and Monsanto’s
      sole remedy for any failure to manufacture and supply Licensed Product
      pursuant to Section 4
      hereof will be that Landec will manufacture and supply replacement
      Licensed Product in accordance with the Specifications satisfactory to
      remedy such failure.

            


    

     

    
      	
               
      

            	
              4.7.

            	
              Title.  All
      right, title and interest in and to Licensed Product in the possession or
      control of Landec will at all times remain the sole property of Landec
      until delivery to Monsanto under this Agreement, Ex Works Landec facility,
      or such other facility that Landec designates from time to
      time.

            


    

     

    
      	
              5.

            	
              Services.  During the Term of
      this Agreement, Landec will provide to Monsanto Research and Development
      Services and Formulation and Manufacturing Services as described in
      Sections
      5.1.1 and
      5.1.2 below (each, an “Operating
      Service”)
      and Monsanto will
      provide to Landec certain Support Services and Sales and Marketing
      Services as described respectively in Sections
      5.2 and 5.3.

            


    

     

    
      
        
        

      

      
        - 11
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.1.

            	
              Operating
      Services.

            


    

     

    
      	
               
      

            	
              5.1.1.

            	
              Research & Development
      Services.

            


    

     

    
      	
            	
              5.1.1.1.

            	
              Revised Work
      Plan.  Landec will perform research, development,
      formulation, biological testing and technical support services in
      connection with the Licensed Technology within the Field (“Research and Development
      Services”) in accordance with a mutually approved research and
      development work plan, which will be modified, amended and otherwise
      updated during the Term as mutually agreed by the Parties (the “Revised Work
      Plan”).  The Parties will create and mutually agree upon
      an initial Revised Work Plan within sixty (60) days after the Effective
      Date.  The initial Revised Work Plan will describe the Research
      and Development Services to be performed by Landec and will reflect
      without limitation the following key areas:  (a) development of
      Polymer and Formulation, (b) manufacturing of Licensed Products, including
      raw materials, coating processes and logistics, (c) testing needs (both
      for research and development and in support of production), (d) process
      engineering development and manufacturing support and (e) sales and
      marketing efforts.  The Parties may update, amend, modify,
      extend or replace any Revised Work Plan upon mutual
      agreement.  If the Parties cannot mutually agree upon the
      initial Revised Work Plan, any subsequent update, amendment, modification
      or extension of the initial Revised Work Plan or new Revised Work Plan,
      the Representatives will use good faith efforts pursuant to Section 11.8.1
      to reach agreement.

            


    

     

    
      	
            	
              5.1.1.2.

            	
              Review
      Meetings.  At least once per calendar quarter when Landec
      is performing Research and Development Services pursuant to a Revised Work
      Plan, at mutually agreeable times and locations, representatives of the
      Parties’ research and development teams and business development staff
      will meet either in person, by videoconference or by telephone to discuss
      the progress and results or outcomes of the Research and Development
      Services performed pursuant to the Revised Work Plan and any necessary
      modifications, amendments or updates to the Revised Work
    Plan.

            


    

     

    
      	
               
      

            	
              5.1.2.

            	
              Formulation and Manufacturing
      Services. In addition to
      Landec’s responsibility to supply Licensed Product under the terms of
      Section 4
      above, Landec will provide the following services to Monsanto (“Formulation and Manufacturing
      Services”):  (a) Polymer and Formulation manufacturing
      support, (b) Plant Propagation Material coating and treatment support, (c)
      manufacturing scale-up for Polymer, Formulation and Plant Propagation
      Material treatment, (d) testing and analysis associated with manufacturing
      Polymer, Formulation and treatments, (e) purchasing of raw materials, and
      (f) packaging and engineering support.  The cost of Formulation
      and Manufacturing Services will include non-labor costs such as supplies,
      travel, communications, logistics cost of inventory and storage, and
      depreciation on equipment.

            


    

     

    
      
        
        

      

      
        - 12
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.2.

            	
              Monsanto’s Support
      Services.  Monsanto will provide services to Landec Ag
      that are necessary to support Landec Ag’s operations and the production
      requested by Monsanto hereunder (“Support Services”),
      provided that
      Monsanto will have the right, after consultation with Landec, to determine
      the appropriate level of staffing and resources to be allocated to such
      services.  Subject to the foregoing, such Support Services will
      include, without limitation, the
following:

            


    

     

    
      	
               
      

            	
              5.2.1.

            	
              field
      evaluation of current and new Licensed Products across several
      geographies;

            


    

     

    
      	
               
      

            	
              5.2.2.

            	
              logistics
      support, including sourcing of raw materials, inventory control of
      work-in-progress and finished goods, and shipping and distribution
      services;

            


    

     

    
      	
               
      

            	
              5.2.3.

            	
              environmental
      and regulatory support of Landec Ag’s lab, plant, polymer formulation and
      product activities; and

            


    

     

    
      	
               
      

            	
              5.2.4.

            	
              analytical
      and engineering support.

            


    

     

    
      	
               
      

            	
              5.3.

            	
              Sales
      Agency.

            


    

     

    
      	
               
      

            	
              5.3.1.

            	
              Appointment.  As
      of the Effective Date, Landec Ag designates and appoints Monsanto to act
      as its exclusive sales and marketing agent for the limited purpose of
      selling Licensed Products to Third Parties for use in the Field in the
      Territory; provided that Landec Ag
      will retain the right to sell Licensed Products directly to any Third
      Parties if (a) a customer requests a direct sale from Landec, (b) Monsanto
      requests that Landec make such direct sale, or (c) Monsanto elects, after
      consultation with Landec, not to develop and commercialize the Licensed
      Technology for a particular application in the Field.  During
      the Term, Landec Ag will not appoint any Third Party to act as its sales
      agent in respect of Licensed Products for use in the
  Field.

            


    

     

    
      	
               
      

            	
              5.3.2.

            	
              Monsanto
      Responsibilities.  Monsanto will be responsible for the
      sales program and for generating a marketing program for Licensed
      Products, including promotions, promotional activities, press releases and
      incentive programs (“Sales and Marketing
      Services”).

            


    

     

    
      	
               
      

            	
              5.3.3.

            	
              Payment for Direct
      Sales. If Landec makes
      any direct sale of Licensed Products to Third Parties pursuant to Section 5.3.1
      above, Landec will provide written notice of such direct sale to Monsanto
      within thirty (30) days of such sale.  On a quarterly basis,
      Landec Ag will pay to Monsanto thirty-five percent (35%) of the gross
      profit received from any direct sales to Third Party
      customers.  For the sake of clarity, Landec will be responsible
      for the costs of the Polymer used in Licensed Products sold directly under
      Section
      5.3.1 above.

            


    

     

    
      
        
        

      

      
        - 13
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.3.4.

            	
              Non-Solicitation.  Monsanto
      agrees that during the Term of this Agreement, it will not, directly or
      indirectly, hire or attempt to hire any employee of Landec Corporation,
      Landec Ag or any of their respective Affiliates or encourage any such
      employee to terminate his or her relationship with Landec Corporation,
      Landec Ag or any of their respective Affiliates, without the prior written
      consent of Landec Corporation, provided that Monsanto
      may make employment offers to Landec Ag’s sales and marketing
      employees.

            


    

     

    
      	
               
      

            	
              5.4.

            	
              Costs of
      Services.

            


    

     

    
      	
               
      

            	
              5.4.1.

            	
              Operating
      Services.  Monsanto is responsible for paying the costs
      of the Operating Services provided by Landec Ag under this Agreement for
      the period commencing on September 1, 2009 and ending on November 30,
      2009, provided
      however that the
      amounts payable by Monsanto pursuant to this Section 5.4.1
      shall not exceed three hundred and thirty thousand dollars
      ($330,000).  Landec is responsible for paying the costs of the
      Operating Services provided by Landec Ag under this Agreement on or after
      December 1, 2009.

            


    

     

    
      	
               
      

            	
              5.4.2.

            	
              Invoicing and
      Payment.  Landec Ag will invoice Monsanto no later than
      December 31, 2009 for the costs of Operating Services performed between
      September 1, 2009 and November 30, 2009, and payment for such invoiced
      amount will be due and payable by Monsanto to Landec Ag within thirty (30)
      days after the date of such
invoice.

            


    

     

    
      	
               
      

            	
              5.4.3.

            	
              Other
      Services.  Monsanto is also responsible for the costs it
      incurs in providing Support Services or Sales and Marketing
      Services.

            


    

     

    
      	
               
      

            	
              5.5.

            	
              Records and
      Audit.  Landec will maintain complete and accurate
      records which are relevant to the determination of the cost of the
      Operating Services provided by Landec to Monsanto under this Agreement for
      the period commencing on September 1, 2009 and ending on November 30,
      2009.  Such records will be open during reasonable business
      hours for a period of one (1) year from the creation of individual records
      for examination at Monsanto’s expense by an independent certified public
      accountant selected by Monsanto.  Landec’s records and
      accounting information will be Confidential Information for purposes of
      Section 7
      of this Agreement.

            


    

     

    
      	
              6.

            	
              Intellectual
      Property.

            


    

     

    
      	
               
      

            	
              6.1.

            	
              Filing, Prosecution and
      Maintenance of Patent
Rights.

            


    

     

    
      
        
        

      

      
        - 14
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              6.1.1.

            	
              Controlled Release Patent
      Rights.  Landec, through counsel of its choosing, will
      have primary responsibility for and control over obtaining, prosecuting
      (including any interferences, reissue proceedings and re-examinations),
      and maintaining throughout the world the Controlled Release Patent Rights
      in the Major Market Countries.  In this regard, Landec will (a)
      file and prosecute patent applications to secure Patent Rights for the
      Controlled Release Patent Rights in the Major Market Countries, and (b)
      upon issuance, maintain such patents in full force in the Major Market
      Countries.

            


    

     

    
      	
               
      

            	
              6.1.2.

            	
              Other Landec Patent
      Rights.  Landec, through counsel of its choosing, will
      have sole responsibility for and control over obtaining, prosecuting
      (including any interferences, reissue proceedings and re-examinations),
      and maintaining throughout the world the Other Landec Patent
      Rights.

            


    

     

    
      	
               
      

            	
              6.1.3.

            	
              Monsanto
      Improvements.  Monsanto, through counsel of its choosing,
      will have primary responsibility for and control over obtaining,
      prosecuting (including any interferences, reissue proceedings and
      re-examinations), and maintaining throughout the world Patent Rights in
      Monsanto Improvements.  In this regard, Monsanto will (a) file
      and prosecute patent applications to secure Patent Rights for the Monsanto
      Improvements in such countries in the Territory as determined by Monsanto
      in its sole discretion and (b) upon issuance, maintain such patents in
      full force in such countries.  Monsanto will pay for the costs
      and expenses of prosecuting and maintaining Patent Rights in the Monsanto
      Improvements.

            


    

     

    
      	
               
      

            	
              6.1.4.

            	
              Joint
      Improvements.  Landec, through counsel reasonably
      acceptable to both Parties, will have primary responsibility for
      obtaining, prosecuting (including any interferences, reissue proceedings
      and re-examinations), and maintaining throughout the world any Patent
      Rights in Joint Improvements.  In this regard, Landec will (a)
      file and prosecute patent applications to secure Patent Rights for the
      Joint Improvements in such countries in the Territory as mutually
      determined by Landec and Monsanto, (b) upon issuance, maintain such
      patents in full force in such countries and (c) keep Monsanto fully
      informed of all matters relating to prosecution of Patent Rights in Joint
      Improvements.  Subject to Section 6.1.5
      and 6.1.6
      below, Landec and Monsanto will share equally the external expenses
      associated with the prosecution and maintenance of Patent Rights in the
      Joint Improvements.

            


    

     

    
      	
               
      

            	
              6.1.5.

            	
              Election not to Continue
      Prosecution; Abandonment.

            


    

     

    
      	
            	
              6.1.5.1.

            	
              Step-In
      Rights.  If a Party with primary responsibility for
      prosecuting and maintaining certain Patent Rights (i.e., Landec Ag for
      Controlled Release Patent Rights and Patent Rights in Joint Improvements
      and Monsanto for Patent Rights in Monsanto Improvements) (the “Responsible Party”)
      elects (a) not to file and prosecute such Patent Rights in any Major
      Market Country or any other country of the Territory, as applicable or (b)
      not to continue the prosecution (including any interferences, oppositions,
      reissue proceedings and re-examinations) or maintenance of a Patent Right
      in a particular country in the Territory (the “Disinterested Party”),
      then the Disinterested Party will so notify the other Party promptly in
      writing of its intention in good time to enable the other Party to meet
      any deadlines by which an action must be taken to establish or preserve
      any such rights in such patent in such country.  The
      Disinterested Party will permit the other Party, should the other Party
      choose to do so, at the other Party’s sole expense, to file for, or
      continue to prosecute, maintain or enforce, or otherwise pursue such
      Patent Rights in such country and the Disinterested Party will reasonably
      cooperate with the other Party in regard
  thereto.

            


    

     

    
      
        
        

      

      
        - 15
-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              6.1.5.2.

            	
              Ownership.  (a)  If
      the Disinterested Party is Landec, and Monsanto steps-in as the
      Responsible Party for prosecuting and maintaining the Controlled Release
      Patent Rights or Patent Rights in Joint Improvements, Landec agrees to
      assign to Monsanto all of its rights, title and interest in and to such
      Patent Rights.  (b)  If the Disinterested Party is
      Monsanto, and Landec steps-in as the Responsible Party for prosecuting and
      maintaining the Patent Rights in the Monsanto Improvements, Monsanto
      agrees to assign to Landec all of its rights, title and interest in and to
      such Patent Rights.  (c)Both Parties agree to execute and
      deliver such instruments and do such acts and things, including the filing
      of such assignments, agreements, documents and instruments, as may be
      necessary to carry out the assignments in clauses (a) and (b)
      above.

            


    

     

    
      	
               
      

            	
              6.1.6.

            	
              Patent Coverage in the
      Territory.

            


    

     

    
      	
            	
              6.1.6.1.

            	
              Broadening
      Coverage.  If Monsanto wants to expand patent coverage of
      the Controlled Release Patent Rights or Patent Rights in either Landec
      Improvements or Joint Improvements, or Landec wants to expand patent
      coverage of the Patent Rights in the Monsanto Improvements with respect to
      other countries in the Territory, the Parties will reasonably discuss
      taking such action.  If the Responsible Party refuses to expand
      the patent coverage in the Territory as desired by the other Party, the
      Responsible Party will be considered a Disinterested Party with respect to
      such country and the terms of Section 6.1.5
      will apply.

            


    

     

    
      	
            	
              6.1.6.2.

            	
              Narrowing
      Coverage.  Monsanto or Landec has the right to refuse to
      share the costs and expenses of the prosecution and maintenance of the
      Patent Rights in Joint Improvements.  In the event that either
      Party is not interested in assuming the costs and expenses of the
      prosecution and maintenance of the Patent Rights in Joint Improvements,
      such Party will assign to the other Party all of its rights, title and
      interest in and to the Patent Rights in Joint Improvements for which it
      does not share such costs in accordance with Section
      6.1.4.

            


    

     

    
      
        
        

      

      
        - 16
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              6.1.7.

            	
              Cooperation; Information
      Disclosure.  Each Party will, and will cause its
      Affiliates to, cooperate fully in the preparation, filing, prosecution and
      maintenance of Patent Rights, including without limitation, (a) promptly
      disclosing and making available to the other Party all material
      information it Controls after it first develops, learns or first
      appreciates the significance of such information that is reasonably
      necessary for such other Party to perform its obligations under this Section 6, and
      (b) executing all papers and instruments so as to enable the other Party
      to perform its obligations under this Section
      6.  Each Party will provide to the other Party prompt
      notice as to all matters which come to its attention and which may affect
      the preparation, filing, prosecution or maintenance of any Patent
      Rights.

            


    

     

    
      	
               
      

            	
              6.2.

            	
              Enforcement of Patent
      Rights.

            


    

     

    
      	
               
      

            	
              6.2.1.

            	
              Notification.  Each Party
      will promptly report in writing to the other Party during the Term any
      known infringement or suspected infringement of any of the Controlled
      Release Patent Rights or Patent Rights in Landec Improvements, Monsanto
      Improvements or Joint Improvements by a Third Party (an “Infringer”), and will
      provide the other Party with all available evidence supporting said
      infringement or suspected infringement, including without limitation, the
      identity of the Infringer and the alleged infringement complained
      of.

            


    

     

    
      	
               
      

            	
              6.2.2.

            	
              Enforcement Within the
      Field.  The Responsible Party (i.e., Landec Ag for
      Controlled Release Patent Rights, Patent Rights in Landec Improvements and
      Joint Improvements and Monsanto for Patent Rights in Monsanto
      Improvements) will have the first right, but not the obligation, to take
      any reasonable measures it deems appropriate to stop such infringing
      activities by an Infringer in any part of the Territory, including
      initiating or prosecuting an infringement or other appropriate suit or
      action against such Infringer.  In the event the Responsible
      Party elects not to take action pursuant to this Section 6.2.2,
      the Responsible Party will so notify the other Party promptly in writing
      of its intention in good time to enable the other Party to meet any
      deadlines by which an action must be taken to establish or preserve any
      enforcement rights and such other Party will have the right to take any
      such reasonable measures to stop such infringing activities by such
      Infringer.  The Responsible Party will fully cooperate with the
      other Party in the event that the Responsible Party decides not to bring
      an infringement action.  Such cooperation will include being a
      named party in any action brought by the other Party.  For the
      avoidance of doubt, the provisions of this Section 6.2.2
      shall not apply with regard to the Other Landec Patent
    Rights.

            


    

     

    
      
        
        

      

      
        - 17
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              6.2.3.

            	
              Procedures. Each Party
      will give the other Party sufficient advance notice of its intent to file
      any suit pursuant to Sections 6.2.2
      and the reasons therefore and each Party will provide the other Party with
      an opportunity to make suggestions and comments regarding such filings,
      provided, however, that the
      commenting Party will provide any such comments promptly and sufficiently
      in advance of any filing dates to allow for consideration by the Party
      filing the suit (the “Controlling Party”), and
      further provided that it will
      be within the Controlling Party’s reasonable discretion whether to
      incorporate such suggestions or comments.  The Parties will keep
      each other reasonably and timely informed of the status and progress of
      the litigation, including without limitation, furnishing copies of
      communications, pleadings, and other documents and keeping each Party
      informed of settlement efforts, and will obtain suggestions and strategy
      from the other Party, including during pre-trial motions and discovery,
      provided, however, that it will
      be within the Controlling Party’s reasonable discretion whether to
      incorporate such suggestions or comments, but further provided that the
      Controlling Party will not enter into any settlement without the prior
      written consent of the other Party (which consent will not unreasonably be
      withheld) if such settlement includes a finding or agreement that any
      Patent Right is invalid or unenforceable.  The Controlling Party
      will have the sole and exclusive right to select counsel for any such suit
      and action and will pay all expenses of the suit, including, but not
      limited to, attorneys’ fees and court costs.  Upon reasonable
      request by the Controlling Party, the other Party will give the
      Controlling Party all reasonable information and assistance in connection
      with such suit for infringement, including allowing the Controlling Party
      access to its files and documents and to its personnel who may have
      possession of relevant information and, if necessary, for the Controlling
      Party to prosecute any legal action, joining in the legal action as a
      party.

            


    

     

    
      	
               
      

            	
              6.2.4.

            	
              Recovery.  Any
      amounts recovered by either Party pursuant to Section 6.2.2,
      whether by settlement or judgment, will be used to reimburse the Parties
      for their reasonable costs and expenses (including attorneys fees)
      incurred in making such recovery (which amounts will be allocated pro rata
      if insufficient to cover the totality of such expenses), with any
      remainder being paid to the Controlling Party.  The Controlling
      Party pursuing any action under Section 6.2.2
      will bear all payments awarded against or agreed to be paid by such Party
      pursuant to such action, including any costs or expenses incurred that
      exceed the amounts recovered by such
Party.

            


    

     

    
      
        
        

      

      
        - 18
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              6.2.5.

            	
              Declaratory
      Judgments.  Each Party will provide the other Party with
      immediate written notice of any declaratory judgment action or other claim
      or action brought by a Third Party in the Territory that alleges the
      invalidity, unenforceability or noninfringement of any Controlled Release
      Patent Right or any Patent Right in Landec Improvements, Monsanto
      Improvements or Joint Improvements.  The Responsible Party will
      have the first right, but not the obligation, at its own expense, to
      defend the Patent Rights in any such declaratory judgment
      action.  The Responsible Party will notify the other Party
      within fifteen (15) business days of receiving written notice of such
      declaratory judgment action as to whether it intends to defend such
      declaratory judgment action (or if appropriate such lesser period as is
      necessary so as to give the other Party a reasonable period in which to
      respond to such declaratory judgment action).  If, after the
      expiration of such period, the Responsible Party has not notified the
      other Party of its intent to defend such declaratory judgment action, then
      the other Party will have the right, but not the obligation, to defend
      such declaratory judgment action, provided that the
      Responsible Party will fully cooperate with the other Party in the event
      that the Responsible Party decides not to defend such declaratory judgment
      action.  Furthermore, the Responsible Party will bear all the
      expenses of such litigation.  Neither Party will consent to the
      entry of any judgment or enter into any settlement with respect to such
      declaratory judgment action without the prior written consent of the other
      Party (which consent will not unreasonably be withheld) if such judgment
      or settlement includes a finding or agreement that any Patent Right is
      invalid or unenforceable, or would enjoin or grant other equitable relief
      against the other Party.  Each Party will cooperate (including
      by executing any documents required to enable the other Party to
      participate in such litigation) with the other Party in the defense of any
      declaratory judgment action brought by a Third Party relating to the
      Patent Rights in accordance with this Section 6.2.5
      and will have the right to consult with the other Party and to participate
      in and be represented by independent counsel in such litigation at its own
      expense.

            


    

     

    
      	
               
      

            	
              6.3.

            	
              Defense of Third Party
      Infringement Action.

            


    

     

    
      	
               
      

            	
              6.3.1.

            	
              Notice.  In
      the event of any actual or threatened suit against a Party or the
      Affiliates or sublicensees of a Party (the “Sued Party”) alleging
      that commercialization of the Licensed Products in the Territory infringes
      or will infringe such Third Party’s Patent Rights (an “Infringement Suit”), the
      Sued Party will promptly give written notice of such Infringement Suit to
      the other Party.

            


    

     

    
      	
               
      

            	
              6.3.2.

            	
              Landec’s Right to
      Defend.  Landec will have the first right, but not the
      obligation, through counsel reasonably acceptable to Monsanto, to assume
      direction and control of the defense of claims arising from the practice
      of technology covered by the Controlled Release Patent Rights or Patent
      Rights in Landec Improvements and Joint Improvements, including the right
      to settle such claims, provided that (i)
      Landec will obtain the prior written consent of Monsanto to settle such
      claims, and (ii) to the extent Monsanto is a named party to the
      Infringement Suit, Monsanto may, upon written notice to Landec, assume at
      Monsanto’s cost its own defense of any claims against Monsanto in such
      suit, in which event Landec will have no authority to act on Monsanto’s
      behalf with respect to the defense of such
  claims.

            


    

     

    
      
        
        

      

      
        - 19
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              6.3.3.

            	
              Monsanto’s Right to
      Defend.  Monsanto will have the first right, but not the
      obligation, through counsel reasonably acceptable to Landec, to assume
      direction and control of the defense of claims arising from the practice
      of Monsanto Improvements, including the right to settle such claims, provided that (i)
      Monsanto will obtain the prior written consent of Landec (which consent
      will not unreasonably be withheld) if such settlement includes a finding
      or agreement that any Patent Right in a Monsanto Improvement is invalid or
      unenforceable or otherwise adversely affects Landec, and (ii) to the
      extent Landec is a named party to the Infringement Suit, Landec may, upon
      written notice to Monsanto, assume at Landec’s cost its own defense of any
      claims against Landec in such suit, in which event Monsanto will have no
      authority to act on Landec’s behalf with respect to the defense of such
      claims.

            


    

     

    
      	
               
      

            	
              6.3.4.

            	
              Cooperation and
      Communication.  Upon the other Party’s request and at the
      other Party’s expense, each Party will offer reasonable assistance in
      connection with the defense of an Infringement Suit.  Each Party
      will keep the other Party reasonably and timely informed of the status and
      progress of the litigation and will provide the other Party with the
      opportunity to make suggestions and comments regarding such defense, provided, however, that the other
      Party will provide any such comments sufficiently in advance of any filing
      dates to allow for consideration by Party responsible for defending the
      Infringement Suit, and further provided that it will
      be within such responsible Party’s reasonable discretion whether to
      incorporate such suggestions or comments.  If a Party notifies
      the other Party in writing that it does not wish to assume direction and
      control of defending an Infringement Suit pursuant to either Section 6.3.2
      or 6.3.3,
      the other Party will have the right, but not the obligation to, at its
      sole cost and expense, to defend against such claims, provided, however, that such
      Party will obtain the written consent of the other Party prior to ceasing
      to defend, settling or otherwise compromising such
  claims.

            


    

     

    
      	
               
      

            	
              6.4.

            	
              Patent Term
      Restoration.  The Parties hereto will cooperate with each
      other in obtaining patent term restoration in the Territory where
      applicable to the Controlled Release Patent Rights related to any Licensed
      Product, including under 35 U.S.C. § 156.  If elections with
      respect to obtaining such patent term restoration are to be made, Landec
      will make such election and Monsanto will abide by such
      election.

            


    

     

    
      
        
        

      

      
        - 20
-

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              Confidentiality.

            


    

     

    
      	
               
      

            	
              7.1.

            	
              Confidential
      Information.  Each Party will treat as confidential all
      Confidential Information of the other Party, will not use such
      Confidential Information except as set forth in this Agreement, and will
      use its best efforts not to disclose such Confidential Information to any
      Third Party.  Without limiting the foregoing, each of the
      Parties will use at least the same degree of care which it uses to prevent
      the disclosure of its own Confidential Information of like importance to
      prevent the disclosure of Confidential Information disclosed to it by the
      other Party under this Agreement.  Each Party will disclose
      Confidential Information of the other Party only to its directors,
      officers, employees, consultants and advisors who have a need to know such
      information in order for such Party to carry out the activities and
      transactions contemplated by this Agreement.  Each Party will
      promptly notify the other Party of any actual or suspected misuse or
      unauthorized disclosure of the other Party’s Confidential
      Information.

            


    

     

    
      	
               
      

            	
              7.2.

            	
              Exceptions.  Notwithstanding
      the above, neither Party will have liability to the other with regard to
      any Confidential Information of the other which the receiving Party can
      prove:

            


    

     

    
      	
               
      

            	
              7.2.1.

            	
              was
      generally available to the public or otherwise part of the public domain
      at the time of its disclosure to the receiving
  Party;

            


    

     

    
      	
               
      

            	
              7.2.2.

            	
              became
      generally available to the public or otherwise part of the public domain
      after its disclosure or development, as the case may be, other than
      through any act or omission of the receiving
  Party;

            


    

     

    
      	
               
      

            	
              7.2.3.

            	
              was
      known by the receiving Party, without restriction, at the time of
      disclosure by the disclosing party and the receiving party has documentary
      evidence to that effect;

            


    

     

    
      	
               
      

            	
              7.2.4.

            	
              was
      disclosed to the receiving Party, without restriction, by a Third Party
      who had no obligation to the disclosing Party not to disclose such
      information to others; or

            


    

     

    
      	
               
      

            	
              7.2.5.

            	
              was
      independently discovered or developed by or on behalf of the receiving
      Party without the use of any Confidential Information belonging to the
      disclosing Party and the receiving Party has documentary evidence to that
      effect.

            


    

     

    
      	
               
      

            	
              7.3.

            	
              Authorized Disclosure and
      Use.

            


    

     

    
      	
               
      

            	
              7.3.1.

            	
              Disclosure.  Notwithstanding
      the foregoing provisions of Section 7.1,
      each Party may disclose Confidential Information belonging to the other
      Party to the extent such disclosure is reasonably necessary
      to:

            


    

     

    
      	
            	
              7.3.1.1.

            	
              file
      or prosecute patent applications as contemplated by this
      Agreement;

            


    

     

    
      
        
        

      

      
        - 21
-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              7.3.1.2.

            	
              prosecute
      or defend litigation; and

            


    

     

    
      	
            	
              7.3.1.3.

            	
              comply
      with applicable Laws and
regulations.

            


    

     

    
      	
               
      

            	
              7.3.2.

            	
              Advanced
      Notice.  In the event a Party will deem it reasonably
      necessary to disclose Confidential Information belonging to the other
      Party pursuant to Section 7.3.1
      above, the disclosing Party will to the extent possible give reasonable
      advance notice of such disclosure to the other Party and take reasonable
      measures to ensure confidential treatment of such
    information.

            


    

     

    
      	
               
      

            	
              7.3.3.

            	
              Use.  Notwithstanding
      the foregoing provisions of Section 7.1,
      each Party will have the right to use the other Party’s Confidential
      Information in carrying out its responsibilities or exercising its rights
      under this Agreement, or as otherwise expressly authorized by this
      Agreement.

            


    

     

    
      	
               
      

            	
              7.4.

            	
              SEC Filings and Other
      Disclosures.  Either Party may disclose the terms of this
      Agreement (a) to the extent required, in the reasonable opinion of such
      Party’s legal counsel, to comply with applicable Laws, including, without
      limitation, the rules and regulations promulgated by the United States
      Securities and Exchange Commission and (b) in connection with a
      prospective acquisition, merger, financing or license for such Party, to
      prospective acquirers or merger candidates or to existing or potential
      investors or licensees, provided that prior to
      such disclosure each such candidate or investor will be agree in writing
      to be bound by obligations of confidentiality and non-use at least
      equivalent in scope to those set forth in this Section
      7.  If a Party discloses this Agreement or any of the
      terms hereof in accordance with Section 7.4(a),
      such Party agrees, at its own expense, to seek confidential treatment of
      portions of this Agreement or such terms, as may be reasonably requested
      by the other Party.

            


    

     

    
      	
               
      

            	
              7.5.

            	
              Public
      Announcements.  The Parties agree that either Party may
      make a public announcement regarding this Agreement or concerning the
      subject of this Agreement, provided that the other
      Party has a chance to review and comment prior to the release of such
      public announcement.

            


    

     

    
      	
              8.

            	
              Representations,
      Warranties and
      Covenants.

            


    

     

    
      	
               
      

            	
              8.1.

            	
              Representations, Warranties and
      Covenants of Each Party.  Each of the Parties represents,
      warrants, and covenants to the other Parties as
  follows:

            


    

     

    
      	
               
      

            	
              8.1.1.

            	
              It
      is a corporation or entity duly organized and validly existing under the
      laws of the state or other jurisdiction of its incorporation or
      formation.

            


    

     

    
      	
               
      

            	
              8.1.2.

            	
              The
      execution, delivery and performance of this Agreement by such Party has
      been duly authorized by all requisite corporate action and does not
      require any shareholder action or
approval.

            


    

     

    
      
        
        

      

      
        - 22
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              8.1.3.

            	
              It
      has the power and authority to execute and deliver this Agreement and to
      perform its obligations hereunder.

            


    

     

    
      	
               
      

            	
              8.1.4.

            	
              The
      execution, delivery and performance by such Party of this Agreement and
      its compliance with the terms and provisions hereof does not and will not
      conflict with or result in a breach of any of the terms and provisions of
      or constitute a default under (i) the provisions of its charter or
      operative documents or bylaws; (ii) any order, writ, injunction or decree
      of any court or governmental authority entered against it or by which any
      of its property is bound; or (iii) any applicable law, rule, regulation or
      permit.

            


    

     

    
      	
               
      

            	
              8.1.5.

            	
              It
      will at all times comply with all material laws and regulations applicable
      to its activities under this
Agreement.

            


    

     

    
      	
               
      

            	
              8.2.

            	
              Additional Representations,
      Warranties of Landec.  In addition to the
      representations, warranties and covenants made by Landec elsewhere in this
      Agreement, Landec hereby represents, warrants, and covenants to Monsanto
      that: 

            


    

     

    
      	
               
      

            	
              8.2.1.

            	
              Landec
      solely owns all right, title and interest in the Licensed Technology or
      otherwise has the right to grant the licenses granted hereunder and that
      Exhibits
      A, B and C are, to the
      best of Landec’s knowledge, complete and accurate as of the Effective
      Date.

            


    

     

    
      	
               
      

            	
              8.2.2.

            	
              As
      of the Effective Date, the Controlled Release Patent Rights and Other
      Landec Patent Rights are existing and, to the best of Landec’s knowledge,
      are not invalid or unenforceable, in whole or in
  part.

            


    

     

    
      	
               
      

            	
              8.2.3.

            	
              To
      the best of Landec’s knowledge, the practice of the Controlled Release
      Patent Rights and Other Landec Patent Rights and the commercialization of
      any Licensed Product in the Field do not and will not infringe any issued
      patents or other intellectual property rights owned or possessed by any
      Third Party, and Landec has not received any charge, complaint, demand or
      notice alleging such infringement.

            


    

     

    
      	
               
      

            	
              8.3.

            	
              Representation by Legal
      Counsel.  Each Party hereto represents that it has been
      represented by legal counsel in connection with this Agreement and
      acknowledges that it has participated in the drafting
      hereof.  In interpreting and applying the terms and provisions
      of this Agreement, the Parties agree that no presumption will exist or be
      implied against the Party which drafted such terms and
      provisions.

            


    

     

    
      	
               
      

            	
              8.4.

            	
              No Inconsistent
      Agreements.  No Party has in effect and after the
      Effective Date no Party will enter into any oral or written agreement or
      arrangement that is or would be inconsistent with its obligations under
      this Agreement.

            


    

     

    
      	
               
      

            	
              8.5.

            	
              Warranty
      Disclaimer.  THE FOREGOING WARRANTIES OF LANDEC ARE IN
      LIEU OF ANY OTHER WARRANTIES, AND THE LICENSED TECHNOLOGY, POLYMER AND
      FORMULATION ARE PROVIDED TO MONSANTO “AS IS” AND WITHOUT ANY WARRANTY OF
      ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
      WARRANTIES OF MERCHANTABILITY OR ANY IMPLIED WARRANTIES OF FITNESS FOR A
      PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY EXCLUDED AND
      DISCLAIMED.

            


    

     

    
      
        
        

      

      
        - 23
-

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              Term and
      Termination.

            


    

     

    
      	
               
      

            	
              9.1.

            	
              Term.  If not
      earlier terminated as provided in this Section 9, and
      subject to Section 3.4.3,
      the term of this Agreement (the “Term”) shall expire on
      December 1, 2011.

            


    

     

    
      	
               
      

            	
              9.2.

            	
              Termination by
      Monsanto.  Monsanto may terminate this Agreement at any
      time during the Term, provided that Monsanto
      complies with the following
conditions:

            


    

     

    
      	
               
      

            	
              9.2.1.

            	
              Termination
      Fee.  At the time of termination, Monsanto will pay four
      million dollars ($4,000,000) (the “Termination Fee”) to
      Landec Ag; and

            


    

     

    
      	
               
      

            	
              9.2.2.

            	
              Annual Payments and Annual
      Supply Fees.  Notwithstanding termination of this
      Agreement, Monsanto will continue to owe any remaining Annual Payments and
      Annual Supply Fees in accordance with the payment schedules set forth in
      Sections
      3.1 and 4.4.1,
      respectively, provided, however, that Monsanto,
      at its election, may accelerate the payment schedules and pay to Landec Ag
      the total remaining Annual Payments and Annual Supply Fees upon the date
      of termination of this Agreement, and will accelerate such payment
      schedules upon exercise of the License Purchase Option in accordance with
      Section
      3.4.1

            


    

     

    
      	
               
      

            	
              9.3.

            	
              Termination for
      Cause.  Either Party may terminate this Agreement at any
      time during the Term by giving written notice to the other Party in the
      event that the other Party commits a material breach of its obligations
      under this Agreement and such breach remains uncured for sixty (60) days,
      measured from the date written notice by certified carrier or equivalent
      of such breach is given to the breaching Party, provided, however, that if such
      breach is not susceptible of cure within the stated period and the
      breaching Party uses diligent, good faith efforts to cure such breach, the
      stated period will be extended by an additional sixty (60)
      days.  If the alleged breach relates to nonpayment of any amount
      due under this Agreement, the sixty (60) day cure period will be tolled
      pending resolution of any bona fide dispute between the Parties as to
      whether such payment is due.  If Landec terminates this
      Agreement under this Section 9.3 due to
      Monsanto’s uncured material breach, then on the date of termination,
      Monsanto will owe the Termination Fee and any remaining Annual Payments or
      Annual Supply Fees that would have been paid by Monsanto had this
      Agreement not been terminated by Landec under this Section
      9.3.  If Monsanto terminates this Agreement under this
      Section 9.3
      due to Landec’s uncured material breach, then Monsanto will not be
      required to pay any Termination Fee or any remaining Annual Payments or
      Annual Supply Fees.  Any dispute over what constitutes an
      uncured material breach by a Party will be resolved pursuant to the
      dispute resolution mechanisms under Section
      11.8.

            


    

     

    
      
        
        

      

      
        - 24
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              9.4.

            	
              Effects of
      Termination.

            


    

     

    
      	
               
      

            	
              9.4.1.

            	
              Upon
      termination of this Agreement under Section 9.2 or
      9.3, all
      rights and licenses granted by Landec to Monsanto hereunder will
      automatically terminate.

            


    

     

    
      	
               
      

            	
              9.4.2.

            	
              Except
      as expressly provided herein, the termination of this Agreement will not
      relieve the Parties of any obligation accruing prior to
      termination.  Any and all Confidential Information and materials
      provided pursuant to this Agreement will be promptly returned to the
      disclosing party or destroyed at the written request of the disclosing
      party.

            


    

     

    
      	
               
      

            	
              9.4.3.

            	
              Upon
      termination of this Agreement for any reason, all sublicenses granted by
      Monsanto will terminate, although both Monsanto and its sublicensees may,
      after termination, sell Licensed Product in inventory at the time of
      termination.

            


    

     

    
      	
               
      

            	
              9.5.

            	
              Survival of Certain
      Obligations.  The following provisions of this Agreement
      will survive the termination of the Agreement:  Section 2.2
      (License Grants to Landec), Section 6
      (Intellectual Property), Section 7
      (Confidentiality), Section 8
      (Representations, Warranties and Covenants, Section 9.4
      (Effects of Termination), Section 9.5 and
      Section
      11 (Miscellaneous Terms).  Any expiration or early
      termination of this Agreement will be without prejudice to the rights of
      either Party against the other accrued or accruing under this Agreement
      before termination.

            


    

     

    
      	
              10.

            	
              Indemnification.

            


    

     

    
      	
               
      

            	
              10.1.

            	
              Indemnification by
      Landec.

            


    

     

    
      	
               
      

            	
              10.1.1.

            	
              Subject
      to Section
      10.3 below, until the end of the Term or such earlier time as (a)
      the effective date of the Perpetual License Agreement or (b) the early
      termination of this Agreement in accordance with Sections 9.2 or
      9.3,
      Landec will indemnify, defend and hold harmless Monsanto and its
      directors, officers, employees and agents (each, a “Monsanto Indemnified
      Party”) from and against any and all liability, loss, damage,
      expense (including reasonable attorneys’ fees and expenses) and cost
      (collectively, a “Liability”) that a
      Monsanto Indemnified Party may be required to pay to one or more Third
      Parties resulting from or arising out
of:

            


    

     

    
      
        
        

      

      
        - 25
-

        
          

        

      

      
        
        

      

    

     

    (x) any
claims of any nature by Third Parties to the extent arising out of the actual or
alleged infringement or violation of any Third Party right by exploitation of
the Controlled Release Patent Rights or and Other Landec Patent Rights in the
manner contemplated by this Agreement; or

     

    (y) any
claims (or series of related claims) by Third Parties relating to or arising out
of any alleged failure of, or deficiency in the Formulation performance (“Performance Claims”), subject
to the limitations of Section 10.1.2 below;
provided that Landec
will only be responsible for indemnification under this Section 10.1.1(b) if
(i) such Performance Claims relate to Licensed Product sold by Monsanto during
the first year of the Term and (ii) when Monsanto sold Licensed Product to the
Third Party making the Performance Claim, Monsanto used the same contractual
limitation of liability and warranty disclaimer language as used by Landec when
Landec sold Licensed Product prior to the Effective Date, the form of which
appears on Exhibit
D.

     

    (z) the
material breach by Landec of any of its representations, warranties or covenants
set forth herein, except, in each case, to the extent caused by the gross
negligence or willful misconduct of Monsanto or any Monsanto Indemnified
Party.

     

    
      	
               
      

            	
              10.1.2.

            	
              Notwithstanding
      Section
      10.1.1, Landec’s obligations under Section 10.1
      will not apply to any Liability to the extent it arises out
      of:

            


    

     

    (a)
specifications
provided by Monsanto that are prepared without collaboration with
Landec;

     

    (b)
modifications
of any Licensed Technology at the request of Monsanto, which are not covered by
Landec Improvements, or that materially alter the form or functionality
thereof;

     

    (c)
any
claims of any nature by Third Parties to the extent arising out of the actual or
alleged infringement or violation of any Third Party right by Monsanto’s
exploitation of the Monsanto Improvements; or

     

    (d)
combinations
of any of the Licensed Technology by Monsanto with any product not provided by
Landec, provided that
such combination materially alters the form or function of the Licensed
Technology or that such Liability arises out of or relates to the use of such
non-Landec product (clauses (a), (b), (c), and (d) are herein collectively
referred to as “Held Back
Claims”).

     

    
      	
               
      

            	
              10.2.

            	
              Indemnification by
      Monsanto.  Subject to Section 10.3
      below, until the end of the Term or such earlier time as (a) the effective
      date of the Perpetual License Agreement or (b) the early termination of
      this Agreement in accordance with Sections 9.2 or
      9.3,
      Monsanto will indemnify, defend and hold harmless Landec and their
      respective directors, officers, employees and agents (each, a “Landec Indemnified
      Party”) from and against all Liabilities that a Landec Indemnified
      Party may be required to pay to one or more Third Parties resulting from
      or arising out of:

            


    

     

    
      
        
        

      

      
        - 26
-

        
          

        

      

      
        
        

      

    

     

    (a) any Held Back Claim;
or

     

    (b)
any
claims of any nature by Third Parties to the extent arising out of any Licensed
Product sold by Monsanto, except to the extent that Monsanto is entitled to
indemnification from Landec under Section 10.1
above.

     

    (c) the
material breach by Monsanto of any of its representations, warranties or
covenants set forth herein, except, in each case, to the extent caused by the
gross negligence or willful misconduct of Landec or any Landec Indemnified
Party.

     

    
      	
               
      

            	
              10.3.

            	
              Conditions to
      Indemnification.  In any claim for defense or
      indemnification hereunder, the indemnified party must (a) give the
      indemnifying party prompt written notice of the applicable claim; (b)
      reasonably cooperate with the indemnifying party at the indemnifying
      party’s request and expense, in the defense or settlement of the claim;
      and (c) give the indemnifying party the right to control the defense or
      settlement of the claim, except that the indemnifying party will not enter
      into any settlement that adversely affects the indemnified party’s rights
      or obligations without the indemnified party’s proper express written
      consent, which will not be unreasonably withheld or
      delayed.  The indemnified party may participate in the defense
      or settlement of any such claim at its own expense with counsel of its
      choosing.  Notwithstanding the foregoing, any failure of the
      indemnified party to comply with the provisions of this Section 10.3
      will not relieve the indemnifying party of any defense or indemnity
      obligations hereunder except to the extent that the indemnifying party is
      prejudiced by such failure.

            


    

     

    
      	
               
      

            	
              10.4.

            	
              Limitations of
      Indemnification.

            


    

     

    
      	
               
      

            	
              10.4.1.

            	
              Limitation of Obligations and
      Liability.  Notwithstanding anything to the contrary,
      neither Landec nor Monsanto will be obligated to indemnify the other Party
      pursuant to Sections 10.1
      or 10.2
      above unless and until the total amount of losses incurred by the other
      Party exceeds two hundred and fifty thousand dollars ($250,000) (the
      “Threshold”) in
      the aggregate, at which time the indemnifying party will be responsible
      for all losses and not just those losses in excess of the
      Threshold.  In no event will either Landec or Monsanto be liable
      under this Agreement for any amounts aggregating in excess of five million
      dollars ($5,000,000) (the “Cap”), provided, however, that (a) the
      Cap will not apply to any payments owed by Monsanto to Landec pursuant to
      this Agreement and (b) neither the Threshold nor the Cap will apply to
      Landec’s indemnification obligations under Section
      10.1.1(b) to the extent there are Performance Claims during the
      first year of the Term.

            


    

     

    
      
        
        

      

      
        - 27
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              10.4.2.

            	
              Incidental and Consequential
      Damages.  NO PARTY WILL BE LIABLE UNDER ANY CONTRACT,
      NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY
      PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES
      ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER,
      EXCEPT IN CONNECTION WITH A BREACH OF SECTION 7 ABOVE
      OR FOR LIABILITY ARISING OUT OF A PARTY EXCEEDING THE SCOPE OF ANY LICENSE
      GRANTED TO SUCH PARTY HEREUNDER.

            


    

     

    
      	
               
      

            	
              10.5.

            	
              Sole
      Remedy.  The indemnification obligations under this Section 10 will
      be the indemnifying Party’s sole obligation and the indemnified Party’s
      sole remedy with respect to any breach of Section 8 or
      other event giving rise to indemnification
  hereunder.

            


    

     

    
      	
              11.

            	
              Miscellaneous
      Terms.

            


    

     

    
      	
               
      

            	
              11.1.

            	
              General Payment
      Terms.

            


    

     

    
      	
               
      

            	
              11.1.1.

            	
              Currency.  All
      amounts payable and calculations hereunder will be in United States
      dollars.

            


    

     

    
      	
               
      

            	
              11.1.2.

            	
              Wire
      Transfer.  All payments by Monsanto to  under
      this Agreement will be by wire transfer of immediately available funds in
      U.S. dollars to the bank account(s) designated in writing by
      Landec.

            


    

     

    
      	
               
      

            	
              11.1.3.

            	
              Late
      Payments.  If any payment due under this Agreement,
      including, without limitation, Annual Payments under Section 3.1,
      Annual Supply Fees under Section
      4.4.1,
      invoiced amounts for the supply of Polymer under Section 4.4.2,
      or invoiced amounts for Operating Services under Section 5.4.1,
      is overdue by more than thirty (30) days, Monsanto will pay interest on
      such overdue amount at an annual percentage rate equal to the Prime Rate
      (as published in the “Money Rates” table of The Wall Street Journal on the
      due date) plus five percent (5%).

            


    

     

    
      	
               
      

            	
              11.2.

            	
              Assignment.  Neither
      this Agreement nor any interest hereunder will be assignable by either
      Party without the prior written consent of the other Party, which consent
      will not be unreasonably withheld or delayed.  Notwithstanding
      the foregoing, a Party may make such an assignment without the other
      Party’s consent to Affiliates or to a successor to substantially all of
      the business of such Party to which this Agreement relates, whether
      pursuant to a merger, sale of stock, sale of assets or other
      transaction.  This Agreement will be binding upon the successors
      and permitted assigns of the Parties and the name of a Party appearing
      herein will be deemed to include the names of such Party’s successors and
      permitted assigns to the extent necessary to carry out the intent of this
      Agreement.  Any assignment not in accordance with this Section 11.2
      will be null and void.

            


    

     

    
      
        
        

      

      
        - 28
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              11.3.

            	
              Amendment.  No
      amendment, modification or supplement of any provision of this Agreement
      will be valid or effective unless made in writing and signed by a duly
      authorized officer of each Party.

            


    

     

    
      	
               
      

            	
              11.4.

            	
              Waiver.  No
      provision of the Agreement will be waived by any act, omission or
      knowledge of a Party or its agents or employees except by an instrument in
      writing expressly waiving such provision and signed by a duly authorized
      officer of the waiving Party.

            


    

     

    
      	
               
      

            	
              11.5.

            	
              Governing Law and
      Jurisdiction.  This Agreement, the rights of the Parties
      and all claims arising under or in connection herewith, will be governed
      by and interpreted in accordance with the domestic substantive laws of the
      State of New York, without regard to any choice or conflict of law
      principles that would cause the application of the laws of any other
      jurisdiction, and will be subject to the exclusive jurisdiction of the
      State and Federal Courts located in New York, New
  York.

            


    

     

    
      	
               
      

            	
              11.6.

            	
              UN Convention on Contracts for
      Sale of Goods.  The parties expressly agree that the
      United Nations Convention on Contracts for the International Sale of Goods
      will not apply to this Agreement.

            


    

     

    
      	
               
      

            	
              11.7.

            	
              Bankruptcy.  The
      Parties agree that the licenses granted hereunder are subject to Section
      365(n) of the U.S. Bankruptcy Code.

            


    

     

    
      	
               
      

            	
              11.8.

            	
              Dispute
      Resolution.  Any disputes, other than disputes regarding
      the construction, validity or enforcement of patents (which disputes will
      be resolved by legal proceedings to be held subject to the requirements
      of  Section 11.5
      (Governing Law and Jurisdiction)), arising between the Parties relating
      to, arising out of or in any way connected with this Agreement or any term
      or condition hereof, or the performance by either Party of its obligations
      hereunder, whether before or after termination of this Agreement, will be
      resolved as follows:

            


    

     

    
      	
               
      

            	
              11.8.1.

            	
              Senior
      Management.  Within sixty (60) days after the request of
      any Party that reasonably believes the Parties have been unable to resolve
      a matter, the chief executive officer of Landec Corporation and the
      Executive Vice President – North America Commercial of Monsanto (or their
      designees) (the “Representatives”), will
      meet in person at a mutually acceptable time and location or by means of
      telephone or video conference to attempt to resolve the matter or
      negotiate a settlement.

            


    

     

    
      	
               
      

            	
              11.8.2.

            	
              Arbitration.  If
      the Representatives are not able to resolve the dispute within thirty (30)
      days of their first meeting or within such extended period as they agree
      upon, either Party may submit the matter to binding arbitration in
      accordance with this Section
      11.8.2.  Except as specified below, the arbitration will
      be conducted in accordance with the rules of, and under the auspices of,
      the American Arbitration Association (the “AAA”).  The
      arbitration will be conducted by a single arbitrator with relevant
      technical expertise who is jointly selected by the Parties or, if the
      Parties cannot mutually agree, is selected by the AAA administrator and is
      not employed by and does not have a material financial relationship with,
      a Party or any of its Affiliates or sublicensees.  The location
      of the arbitration will be in New York, New York.  This
      Agreement will remain in effect pending completion of the proceedings
      brought under this Section 11.8.2.  Within
      ten (10) business days after the arbitrator is selected, each Party will
      submit to the arbitrator that Party’s proposed resolution of the dispute
      and justification therefor.  All arbitration proceedings must be
      completed within thirty (30) days after the arbitration is
      convened.  The Parties hereby agree that the arbitrator has
      authority to issue rulings and orders regarding all procedural and
      evidentiary matters that the arbitrator deems reasonable and necessary
      with or without petition therefor by the Parties as well as the final
      ruling and judgment.  Rulings will be issued by written order
      summarizing the arbitration proceedings.  Any judgment or
      award by the arbitrator in any dispute will have the same force and effect
      as the final judgment of a court of competent
      jurisdiction.  Nothing in this arbitration clause will prevent
      either Party from seeking a pre-award attachment of assets or preliminary
      relief to enforce its rights in intellectual property or confidentiality
      obligations under this Agreement, or to enjoin any event that might cause
      irreparable injury, in a court of competent jurisdiction prior to an award
      on the merits by the arbitrator.

            


    

     

    
      
        
        

      

      
        - 29
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              11.9.

            	
              Descriptive
      Headings.  The descriptive headings of this Agreement are
      for convenience only and will be of no force or effect in construing or
      interpreting any of the provisions of this
  Agreement.

            


    

     

    
      	
               
      

            	
              11.10.

            	
              Notices. Any consent,
      notice or report required or permitted to be given or made under this
      Agreement by one of the Parties hereto to the other will be in writing and
      delivered by hand or sent by nationally recognized overnight delivery
      service, prepaid registered or certified air mail, or by facsimile
      confirmed by prepaid, registered or certified mail letter, and will be
      deemed to have been properly served to the addressee upon receipt of such
      written communication, in any event to the following
      addresses:

            


    

     

    If to
Landec Corporation, to:

    


    3603 Haven Avenue

    Menlo Park, CA 94025

    Attention:  Chief Financial
Officer

    Phone:  (650)
306-1650

    Fax:  (650)
368-9818

     

    
      
        
        

      

      
        - 30
-

        
          

        

      

      
        
        

      

    

     

    If to
Landec Ag, to:

    


    Natarajan Balachander,
Ph.D.

    Vice President, Research and
Manufacturing

    201 N. Michigan

    Oxford, Indiana 47971

    Phone:  (765) 385-1000 ext.
101

    Fax:  (765)
385-0598

    


    With a
copy to:

    


    Ropes
& Gray LLP

    One
Embarcadero Center Suite 2200

    San
Francisco, CA 94111-3627

    Boston,
MA 02110

    Attn:  Geoff
Leonard, Esq.

    Phone:  415-315-6300

    Fax:  415-315-6350

    


    If to
Monsanto, to:

    


    Monsanto
Company

    800 N.
Lindbergh Boulevard

    St.
Louis, Missouri  63167

    Telephone:  (314)
694-1000

    Telecopier:  (314)
694-6399

    Attn:
Vice President - Manufacturing

    


    With copy
to:

    


    Monsanto
Company

    800 N.
Lindbergh Boulevard

    St.
Louis, Missouri  63167

    Telephone:  (314)
694-1000

    Telecopier:  (314)
694-6399

    Attn:
General Counsel’s Office

     

    With an
additional copy to:

    


    Bryan
Cave LLP

    One
Metropolitan Square

    211 N.
Broadway, Suite 3600

    St.
Louis, Missouri  63102

    Telephone:  (314)
259-2455

    Telecopier:  (314)
259-2020

    Attn:  Denis
P. McCusker

    


    
      	
               
      

            	
              11.11.

            	
              Entire
      Agreement.  This Agreement, together with all exhibits
      hereto, constitutes and contains the complete, final and exclusive
      understanding and agreement of the Parties and cancels and supersedes any
      and all prior negotiations, correspondence, understandings and agreements,
      whether oral or written, between the Parties respecting the subject matter
      hereof and thereof, including the Original
  Agreement.

            


    

     

    
      
        
        

      

      
        - 31
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              11.12.

            	
              Force Majeure. Except
      for obligations to make payments under this Agreement, neither Party will
      be liable to the other for delay or failure in the performance of the
      obligations on its part contained in this Agreement if and to the extent
      that such failure or delay is caused by acts of God, war, terrorism
      (actual or threatened), strikes, revolutions, lack or failure of
      transportation facilities, Laws or other causes that are beyond the
      reasonable control of such Party.  A Party will notify the other
      Party promptly in the event any force majeure event arises, giving an
      indication of the likely extent and duration thereof, and will use all
      Commercially Reasonable Efforts to resume performance of its obligations
      as soon as practicable, provided, however, that neither
      Party will be required to settle any labor dispute or
      disturbance.  In the event that a Party’s performance is
      suspended for more than six (6) months because of a Force Majeure Event,
      the Parties hereto will consult with each other to determine whether this
      Agreement should be modified.  In no event will this Section 11.12
      serve to extend the Term of this
Agreement.

            


    

     

    
      	
               
      

            	
              11.13.

            	
              Severability.  If
      any clause or portion thereof in this Agreement is for any reason held to
      be invalid, illegal or unenforceable, the same will not affect any other
      portion of this Agreement, as it is the intent of the Parties that this
      Agreement will be construed in such fashion as to maintain its existence,
      validity and enforceability to the greatest extent possible.  In
      any such event, this Agreement will be construed as if such clause of
      portion thereof had never been contained in this Agreement, and there will
      be deemed substituted therefore such provision as will most nearly carry
      out the intent of the Parties as expressed in this Agreement to the
      fullest extent permitted by applicable
law.

            


    

     

    
      	
               
      

            	
              11.14.

            	
              No Implied
      License.  Each Party recognizes that except for the
      licenses expressly set forth in this Agreement, nothing in this Agreement
      will be construed as granting a license, whether by implication, operation
      of law or otherwise.

            


    

     

    
      	
               
      

            	
              11.15.

            	
              Basis of
      Bargain.  Each Party recognizes and agrees that the
      warranty disclaimers and liability and remedy limitations in this
      Agreement are material bargained for bases of this Agreement and that they
      have been taken into account and reflected in determining the
      consideration to be given by each Party under this Agreement and in the
      decision by each Party to enter into this
  Agreement.

            


    

     

    
      	
               
      

            	
              11.16.

            	
              Further
      Actions.  Each Party agrees to execute, acknowledge and
      deliver such further instruments, and to do all such other acts, as may be
      necessary or appropriate in order to carry out the purposes and intent of
      the Agreement.

            


    

     

    
      
        
        

      

      
        - 32
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              11.17.

            	
              Independent
      Contractors.  Both Parties are independent contractors
      under this Agreement.  With the exception of sales and marketing
      agency relationship created under Section 5.3,
      nothing herein contained will be deemed to create an employment, agency,
      joint venture or partnership relationship between the Parties hereto or
      any of their agents or employees, or any other legal arrangement that
      would impose liability upon one Party for the act or failure to act of the
      other Party.  With the exception of sales and marketing agency
      relationship created under Section 5.3,
      neither Party will have any express or implied power to enter into any
      contracts or commitments or to incur any liabilities in the name of, or on
      behalf of, the other Party, or to bind the other Party in any respect
      whatsoever.

            


    

     

    
      	
               
      

            	
              11.18.

            	
              Counterparts. This
      Agreement may be executed in any number of counterparts (including by
      facsimile or electronic transmission), each of which need not contain the
      signature of more than one Party, but all such counterparts taken together
      will constitute one and the same
agreement.

            


    

     

    [Signature
page follows.]

     

    
      
        
        

      

      
        - 33
-

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
duly authorized representatives as of the date first set forth
above.

     

    
      	
              Landec
      Corporation

            	
              Monsanto
      Company

            


    

     

    
      	
              By:

            	
              /s/ Gary T. Steele

            	 
      	
              By:

            	
              /s/ Mike De Marco

            	 
	 
      	
              (Signature)

            	 
      	 
      	
              (Signature)

            	 


    

    


    
      	
              Name:

            	
              Gary
      T. Steele

            	 
      	
              Name:

            	
              Mike
      De Marco

            	 
	
              Title:

            	
              President
      and Chief Executive Officer

            	
              Title:

            	
              Vice
      President Strategy and Finance

            


    

     

    
      	
              Landec
      Ag, LLC

            
	 
      	 
      	 
      
	
              By:

            	
              /s/ Gary T. Steele

            	 
      
	 
      	
              (Signature)

            	 
      
	 
      	 
      	 
      
	
              Name:

            	
               Gary
      T. Steele

            	 
      
	
              Title:

            	
               President
      and Chief Executive Officer