Unassociated Document


    EXHIBIT
10.8

    CONFIDENTIAL

    PORTIONS
OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT

    TO
A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED

    SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.

    SUCH
PORTIONS ARE DESIGNATED “[***]”.


     

    PROJECT
RESEARCH AND PRODUCT DEVELOPMENT AGREEMENT

     

    This
Project Research and Product Development Agreement (the “Agreement”) is
made and entered into as of September 15, 2010 (the “Effective Date”) by and
among Bayer
CropScience AG, a German corporation having its principal place of
business at Alfred-Nobel-Str. 50, 40789 Monheim, Germany (“Bayer”), and SentiSearch,
Inc., a Delaware incorporated company having its principal place of
business at 1217 South Flagler Drive, West Palm Beach, FL 33401, U.S.A.
(“SentiSearch”).

     

    Bayer and
SentiSearch may be referred to herein individually as a “Party” or collectively
as the “Parties.”

     

    Background

     

    A.           SentiSearch
is engaged in the development and protection of intellectual property in the
areas of insect chemosensation and olfaction. SentiSearch owns or controls
patents and patent applications relating to nucleic acids and proteins derived
from insect odorant receptor genes.  SentiSearch and its Collaborators
have also developed and maintain and continue to develop, assays and cell lines
relating to the foregoing.  SentiSearch and its Collaborators own
know-how and trade secrets relating to all of the foregoing.

     

    B.           Bayer
has an extensive library of compounds, and has substantial experience in the
research (including target research and assay development), development and
commercialization of pest control agents for use in the markets for crop
protection, non agricultural pest control and animal health (including companion
animal care).

     

    C.           The
Parties intend to co-operate in the field of identifying and developing novel
molecules affecting insect chemosensation and olfaction for the purpose of
finding innovative insect control solutions with broad applicability, including
for improved malaria and dengue control in Disease Endemic
Countries.

     

    D.           The
Foundation for the National Institutes of Health (“FNIH”) is providing funding
for projects related to insect chemosensation and olfaction for the control of
human diseases transmitted by insect vectors, on the condition that the
activities associated with the projects (including the managing of technologies
and related patents arising out of the projects) are conducted in a manner that
is consistent with Charitable Objectives and the Global Access Plan as defined
and set forth below.  FNIH has agreed to make a grant award (the “FNIH
Funding”) to Columbia University for the Project as defined in the Project Plan,
as defined below.  Bayer will receive FNIH Funding as a grantee of
Columbia University.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Now,
Therefore, in consideration of the foregoing and the covenants and
promises contained in this Agreement, the Parties agree as follows:

     

    
      	
              1.

            	
              Definitions

            


    

     

    As used
herein, the following capitalized terms shall have the following meanings (with
terms defined in the singular having the same meanings when used in the
plural):

     

    1.1           “Affiliate” with respect to
any person shall mean any person that directly or indirectly controls or is
controlled by or is under common control with such person.  For the
purpose of this definition, “control” shall mean the possession, direct or
indirect, of more than fifty percent (50%) of the outstanding voting stock of a
corporate entity or voting interest in a non-corporate entity.

     

    1.2           “Bayer Compounds” means any
compounds Controlled by Bayer out of approximately 1.5 million chemical
compounds from Bayer’s compound library as it will exist during the Project
Term.

     

    1.3           “Bayer Know-How” means
Information Controlled by Bayer or a Bayer Affiliate that is necessary or useful
for conducting the Project according to the Project Plan and that is disclosed
to SentiSearch under this Agreement.

     

    1.4           “Bayer Patents” means all
Patents Controlled by Bayer or a Bayer Affiliate that claim or cover a
Collaboration Compound or Product, or the process for manufacturing such
Collaboration Compound or Product, or the use of such Collaboration Compound or
Product.

     

    1.5           “Charitable Objectives” mean
the charitable goals, principles and objectives of FNIH which are (i) to
promptly and broadly disseminate new scientific information to the scientific
community subject to prior protection of intellectual property and (ii) to
ensure that innovations and related rights arising out of the Project are
managed in a manner that furthers the objectives of enabling the subsequent
accessibility of the developed products and health solutions (with respect to
cost, quantity and applicability) by the people most in need within the Disease
Endemic Countries as listed in Annex 4 of the world for the control of human
diseases transmitted by insect vectors, including those spreading dengue and
malaria.

     

    1.6           “Chemical Derivatization
Program” means a chemical research program conducted to find compounds
having superior properties in terms of in vitro or in vivo activity compared to
the original found compound. For clarity, a Chemical Derivatization Program
includes, without limitation, the synthesis of derivatives, modifications and
analogues whether made through preparative chemistry, the study of
structure-activity relationships, combinatorial chemistry or a structure-based
design program.

     

    1.7           “Collaboration Compound” means
a chemical compound, other than a Prior Compound, that:

     

    (i)           is
a Bayer Compound that agonizes, antagonizes, enhances or inhibits the function
of the Target, wherein such activity was discovered by or on behalf of Bayer or
a Bayer Affiliate by screening the compound in the Screening Assay and meets the
criteria as defined in the first sentence of Section 2.5;

     

    
      
         

      

      
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    or

     

    (ii)            is
a compound synthesized in a Chemical Derivatization Program based on a compound
of Section 1.7(i), which compound agonizes, antagonizes, enhances or inhibits
the function of the Target and meets the criteria as defined in the first
sentence of Section 2.5;

     

    or

     

    (iii)            is
a derivative of a Prior Compound, which derivative is synthesized in a Chemical
Derivatization Program and which derivative agonizes, antagonizes, enhances or
inhibits the function of the Target wherein such activity was discovered by or
on behalf of Bayer or a Bayer Affiliate by screening the compound in the
Screening Assay and that meets the criteria as defined in the first sentence of
Section 2.5.

     

    1.8           
“Collaborators” means
institutional recipients of the FNIH Funding, namely Columbia University and The
Rockefeller University, represented by Prof. Richard Axel and Prof. Leslie B.
Vosshall, respectively.

     

    1.9           “Confidential Information”
means with respect to a Party, Information, including but not limited to Bayer
Know-How and SentiSearch Know-How, that is owned or Controlled by such Party
that is disclosed by such Party to the  other Party hereto pursuant to
this Agreement, and that is identified by the disclosing Party in writing, or is
acknowledged by the receiving Party in writing, to be confidential to the
disclosing Party or to a Third Party at the time of disclosure to the receiving
Party if disclosed in tangible form, or within thirty (30) days after disclosure
if disclosed orally.

     

    1.10           “Control” means, with respect
to any compound, material, Information or intellectual property right (including
without limitation those relating to the Screening Assay, the Target, a
Collaboration Compound or a Product), possession by a Party of the ability to
grant access, a license, or a sublicense to such compound, material, Information
or intellectual property right as provided for herein, without violating the
terms of any agreement or other arrangements with any Third Party (with respect
to Bayer, including any Bayer Affiliate) existing at the time such Party would
be first required hereunder to grant the other Party such access.

     

    1.11           “Development” means conducting
in vitro and/or in vivo investigations and trials on a Collaboration Compound
for use in the Field of Use, starting with Bayer’s decision to enter into Phase
3 as to such Collaboration Compound.

     

    1.12           “Field of Use” means any use
of a Collaboration Compound against invertebrate animals other than the
prevention, diagnosis or treatment of human health conditions.

     

    1.13           “Force Majeure Event” means,
as to a Party, an event or condition having a material adverse effect upon such
Party due to circumstances beyond such Party’s reasonable control and that by
the exercise of commercially reasonable due diligence it is unable to prevent.
Circumstances beyond the reasonable control of a Party include, but are not
limited to, fire, strikes, insurrections, riots, embargoes, shortages, war-time
rationing or preferences, delays in transportation, inability to obtain supplies
of raw materials or requirements or regulations of any government or any other
civil or military authority in the relevant jurisdiction.

     

    
      
         

      

      
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    1.14           “Full Time Employee” or “FTE” means the equivalent of
one qualified employee of Bayer, working full time for one work
year.

     

    1.15           “Global Access Plan” means the
global access plan for the Project, as related to the fulfillment of the
Charitable Objectives, as detailed in Annex 3.

     

    1.16           “Information” means
information, results and data of any type whatsoever, in any tangible or
intangible form whatsoever, including without limitation inventions, practices,
methods, techniques, specifications, formulations, formulae, knowledge,
know-how, skill, experience, test data, including pharmacological, biological,
chemical, biochemical, toxicological and clinical test data, analytical and
quality control data, stability data, studies and procedures, and patent and
other legal information or descriptions.  Information does not include
Rockefeller Intellectual Property.

     

    1.17           “Net Sales” means the total
amount invoiced or otherwise charged by Bayer or Bayer Affiliates or
sublicensees, as applicable, on account of the sale of a Product to a Third
Party customer, less [***] deduction representing a fixed rate for the following
items: (a) credits, allowances, discounts and rebates to, and chargebacks from
the account of, such Third Party for spoiled, damaged, out-dated and returned
Product; (b) actual freight and insurance costs incurred in transporting such
Product; (c) sales, value-added and other direct taxes incurred; and (d) customs
duties, surcharges and other governmental charges incurred in connection with
the exportation or importation of such Product.

     

    1.18           “Patent” means (a) all patent
applications heretofore or hereafter filed or having legal force in any country,
(b) all unexpired patents that have issued or in the future issue therefrom and
(c) all divisionals, continuations, continuations-in-part, reissues,
reexaminations, renewals, extensions (including supplemental protection
certificates), additions, registrations or confirmations to or of any such
patent applications and patents.

     

    1.19           “Phase 3” means the stage of
research and development of a Collaboration Compound for use in the Field of Use
where Bayer selects the Collaboration Compound for formal development work to
generate the data needed for registration, such as long term toxicological,
environmental and ecobiological data, metabolism studies, and residue
studies.  For the avoidance of doubt, Phase 3 shall follow “Phase 2”,
which means a phase, of between one and two years’ duration, during which
midterm toxicological studies and some field testing are performed.

     

    1.20           “Prior Compound” means any
compound owned or Controlled by Bayer or a Bayer Affiliate that (i) Bayer and/or
a Bayer Affiliate was marketing or developing in the Field of Use prior to the
Effective Date or (ii) has been shown to have potential utility in pest control
as an insecticide, arachnicide and/or nematicide or as a behaviour modifying
compound for the use against  invertebrate pest species without
knowing the target for such compound prior to the Effective Date or (iii) is
covered by a Patent claiming such compound for use outside the Field of Use,
where such Patent claims a priority date prior to the date of identification of
such compound in the Screening Assay, all of which are set forth on Schedule
1.

     

    
      
         

      

      
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    1.21           “Product” means a product that
contains a Collaboration Compound.

     

    1.22           “Project” has the meaning
ascribed to such term in the Project Plan.

     

    1.23           “Project Management Team”
means the team of individuals as defined in the Project Plan.

     

    1.24           “Project Plan” means the
detailed project specification as set forth in Annex 1.

     

    1.25           “Project Term” means the
period commencing on the Effective Date and ending at the time specified in
Annex 1 unless earlier terminated pursuant to Section 11.4.

     

    1.26           “Regulatory Approval” means
any and all approvals (including supplements, amendments, pre- and
post-approvals), licenses, registrations or authorizations of any national,
supra-national (e.g., the European Commission or the Council of the European
Union), regional, state or local regulatory agency, department, bureau,
commission, council or other governmental entity, that are necessary for the
manufacture, distribution, use or sale of a Product in a regulatory
jurisdiction.

     

    1.27           “Rockefeller Intellectual
Property” means all technical information, inventions, developments,
discoveries, software, know-how, methods, techniques, formulae, data, processes
and other proprietary ideas, whether or not patentable or copyrightable, to the
extent such items are conceived, discovered, developed or reduced to practice
prior to the Effective Date and during the Project Term by inventors owing a
duty to assign to The Rockefeller University.  Rockefeller
Intellectual Property excludes the Screening Assay, including cells used therein
and Information necessary or useful for performing the Screening Assay and data
obtained by Bayer using the Screening Assay in the course of the Project as well
as Information necessary or useful for performing the Biological Validation as
set forth in Section 2.5 and data obtained by the Collaborators while performing
the Biological Validation in the course of the Project.

     

    1.28           “Screening Assay” means, with
respect to the Target, a functional, high throughput suitable in vitro screening
assay developed by SentiSearch’s Collaborators that can measure whether a
particular molecule or compound affects (e.g., inhibits or antagonizes or, if
appropriate, agonizes or enhances) the function of the Target.  The
Screening Assay shall fulfill the criteria as set out in Annex 2.

     

    1.29           “SentiSearch Know-How” means
Information Controlled by SentiSearch or its Collaborators that is necessary or
useful for performing the Screening Assay or otherwise for discovering a
Collaboration Compound and is disclosed to Bayer under this
Agreement.  For the avoidance of doubt, SentiSearch Know-How includes
the Screening Assay, including cells used therein and Information necessary or
useful for performing the Screening Assay and improvements made by Bayer
relating to the Screening Assay in the course of the Project as well as
Information necessary or useful for performing the Biological Validations as set
forth in Section 2.5 and, for Charitable Objectives only, data obtained by the
Collaborators while performing the Biological Validation in the course of the
Project.

     

    
      
         

      

      
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    1.30           “SentiSearch Licenses” means
any licenses that SentiSearch has obtained from Third Parties, such as Columbia
University, and that would be required to conduct the Project.

     

    1.31           “SentiSearch Patents” means
all Patents Controlled by SentiSearch that claim or cover the use, the
components, the method for conducting or the manufacture of the Screening Assay,
or the method for identifying a Collaboration Compound.

     

    1.32           “Target” means a functional
insect olfactory receptor specifically containing the common insect receptor
subunit Or 83b identified in the course of the research by SentiSearch or
SentiSearch’s Collaborators and Controlled by SentiSearch Licenses or
SentiSearch Patents or otherwise Controlled by SentiSearch.

     

    1.33           “Third Party” means any entity
or individual other than the Parties and other than a Bayer
Affiliate.

     

    
      	
              2.

            	
              The
      Pilot Project / Proof-of-Concept

            


    

     

    2.1           Performance
of the Project.

     

    (a)           The
Parties each agree to organize and perform the Project in accordance with the
terms of this Agreement (including the Project Plan), the Global Access Plan,
the Charitable Objectives, and all other applicable terms of reference and
documents referred to herein.

     

    (b)           The
Parties shall take all reasonably necessary measures to perform and fulfill,
promptly and in due time, all their obligations in respect of the Project
(including the performance of activities and delivery of deliverables) so that
the Project is carried out in accordance with Section 2.1(a). In doing so and
without prejudice to the generality of the foregoing, each Party shall in
undertaking their respective obligations under the Project:

     

    (i)           act,
and procure that its personnel act, with reasonable skill, care and diligence
and in a professional manner and in accordance with good industry
practice;

     

    (ii)           employ,
engage and use suitably skilled and appropriately experienced, trained and
qualified personnel;

     

    (iii)           provide
and contribute all time, resources (including human, material and intellectual
resources), equipment and facilities which may be reasonably necessary for that
purpose;

     

    
      
         

      

      
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    (iv)           use
its reasonable efforts to ensure that the anticipated results of the Project are
obtained and the purpose of the Project is satisfied within the agreed
timescales;

     

    (v)           notify
each other promptly and without unreasonable delay in the performance of the
Project of any relevant factors or events that may materially impact or affect
the Project or its progress;

     

    (vi)           ensure
the accuracy of any deliverables, information, reports and/or materials it
supplies pursuant to this Agreement;

     

    (vii)           act
at all times reasonably, in good faith, in accordance with good business ethics
and in a manner that reflects and does not harm or damage, whether by way of any
act, omission or statement, the good name, goodwill and reputation of the
Parties;

     

    (viii)           comply
with all applicable laws and regulations in connection with all its activities
in respect of the Project; and

     

    (ix)    keep each
other reasonably well informed of its activities and progress in respect of the
Project and all material information related thereto from time to time and
promptly and without unreasonable delay following any request.

     

    (c)           Whilst
the Parties will use all reasonable endeavours to perform the Project according
to the Project Plan, neither Party guarantees that the work carried out will
lead to any particular result nor is the success of such work
guaranteed.

     

    (d)           Bayer
shall provide the Collaborators with samples in reasonable quantities, and the
chemical formula and structure, of the Collaboration Compounds for
non-commercial research purposes only.

     

    2.2           Delivery of Screening
Assay.  SentiSearch will deliver, or shall cause its
Collaborators to deliver, to Bayer the format for the Screening Assay(s) and
will provide to Bayer reasonable amounts as set out in the Project Plan and
Annex 2 of any proprietary cell lines and reagents, excluding Rockefeller
Intellectual Property, Controlled by SentiSearch or SentiSearch’s Collaborators
for Bayer’s use to conduct screening of Bayer Compounds in the Screening
Assay(s) as well as SentiSearch Know-How required for performing the Screening
Assay(s).

     

    2.3           Screening by
Bayer.  Bayer will screen Bayer Compounds at Bayer’s sole
discretion in the Screening Assay for the purpose of identifying Collaboration
Compounds active in the Screening Assay. For each Collaboration Compound
identified in such initial screening, Bayer will then conduct such further work
as set forth in Sections 2.4, 2.5 and 2.6 as it considers advisable in order to
identify additional Collaboration Compounds that may have higher activity, a
wider spectrum of pest control, or superior quality, e. g. selectivity relative
to beneficials or stability.

     

    
      
         

      

      
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    2.4           Biochemical
Validation.  Bayer will screen, or have Bayer’s contractors
screen, Collaboration Compounds in orthogonal assays as set out in the Project
Plan in order to find compounds specific and directed to the common insect
receptor subunit Or 83b.

     

    2.5           Criteria; Biological
Validation.  Collaboration Compounds shall meet the following
criteria: they shall control either insect vectors of human diseases or selected
economically important pest insects, through demonstrable disruption of
behaviour, resulting in an inability either to locate hosts, to locate mates or
to find sites suitable for egg-laying.  Biological Validation shall
consist of gathering evidence of such criteria by Bayer or SentiSearch or
SentiSearch ́s Collaborators in a series of tests assessing functioning of the
insects’ olfactory sense using electrophysiological methods (including, but not
limited to, Electroantennogrammes and Single-Sensillum Recording) and
behavioural assays (including, but not limited to, Windtunnel and
Olfactometers). Conventional bioassays methods may be employed to assess acute
and residual effects on laboratory populations of the target species, i.e.
insect vectors of human diseases and selected economically important pest
insects, and beneficial arthropod species.

     

    2.6           Chemical
Derivatization.  Collaboration Compounds will be re-synthesized
by Bayer in order to confirm the activity and structure of those compounds. In a
chemical derivatization program, chemical synthesis of derivatives will be
performed by Bayer to optimize the structure activity relationship (SAR) and
thereby the biochemical/biological activity of the resulting
derivatives.

     

    
      	
              3.

            	
              Product
      Development

            


    

     

    3.1           Development of Collaboration
Compounds.  Bayer shall have the sole right and responsibility
to conduct Development of Collaboration Compounds, either itself or through
Bayer Affiliates or Bayer’s contractors on its behalf, with the right to file
approval applications for obtaining and maintaining Regulatory Approval of
Products as soon as reasonably practicable.  Upon deciding to enter
Phase 3, Bayer shall immediately notify SentiSearch in writing of such
decision.  Upon entering Phase 3, Bayer shall use its best efforts to
carry out the development of the selected Collaboration Compounds as
expeditiously as possible.

     

    3.2           Development
Expenses.  Bayer shall bear all the costs and expenses incurred
by Bayer or Bayer Affiliates or Bayer’s contractors relating to the Development
of Collaboration Compounds undertaken under this Agreement and to the
procurement of such Regulatory Approval of Products.

     

    3.3           Reports.  Bayer
shall maintain records of all Development activities and all results of any
trials, studies and other investigations conducted by or on behalf of Bayer
under this Agreement. At least twice a year, but, in any event, not less
frequently than required to comply with FNIH requirements, Bayer shall provide
SentiSearch written reports summarizing the Development status, including, but
not limited to, the identification of Collaboration Compounds.  In
addition, Bayer shall respond informally and reasonably promptly upon
SentiSearch ́s reasonable written request from time to time.

     

    
      
         

      

      
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              4.

            	
              Exclusivity;
      Further Rights to Bayer, SentiSearch and
FNIH

            


    

     

    4.1           Exclusivity.

     

    (a)           During
the term of the Research License provided for in Section 7 of this Agreement, SentiSearch shall not
give and warrants that, to the best of its knowledge, other than pursuant to
rights reserved for the Collaborators and other non-commercial research
entities, its Collaborators has not given, a Third Party access to the Screening
Assay within the Field of Use.  Bayer shall not give and warrants that
its Affiliates, contractors, and licensees do not give a Third Party access to
the Screening Assay, SentiSearch Know-How or Confidential
Information.  In the event of any breach or non-fulfillment by either
Party of its warranty pursuant to this Section 4.1, the breaching or
non-fulfilling Party shall be liable for the other Party’s actual
(non-consequential) damages, provided, however, that each party shall be
entitled to seek injunctive relief in the event of such breach or threatened
breach.

     

    (b)           SentiSearch
shall have the right to enforce the SentiSearch Licenses as defined in Section
1.30 herein and being licensed to Bayer pursuant to Section 7 of this Agreement
against any Third Party licensor from which SentiSearch has obtained SentiSearch
Licenses if such Third Party licensor, including Columbia University and any
other SentiSearch Collaborator, has breached the contractual obligations
relative to such SentiSearch Licenses or against any Third Party infringer of
SentiSearch Licenses.  Any amounts recovered by SentiSearch from such
action shall be retained by SentiSearch. If SentiSearch decides not to enforce
the applicable Sentisearch Licenses against such Third Party, Bayer shall have
the right and will be solely responsible for taking any action or suit to
enforce the SentiSearch Licenses against such acts and to conduct such action or
suit in accordance with its best judgment and at its own cost and any amounts
recovered by Bayer from such suit or action shall be retained by Bayer. Such
right shall include the right to enter into settlements involving the
SentiSearch Licenses but only insofar (a) as the terms and conditions of such
settlement have effect solely inside the Field of Use and (b) SentiSearch has
granted its prior written consent which shall not unreasonably be withheld and
granted in a timely manner within the timelines applicable for the respective
proceedings on the merits or interim proceedings, as the case may be. Upon
Bayer ́s request, SentiSearch shall provide reasonable assistance to Bayer in
connection with such action or suit, including if necessary joining any such
action or suit if it appears that Sentisearch is an indispensible party to such
action or suit, and SentiSearch further agrees that it shall sign such documents
as may be required by applicable law in order to allow Bayer to exercise its
right to bring and/or conduct an action or suit pursuant to this Section 4.1.
Bayer will reimburse SentiSearch for any reasonable out of pocket expenses,
which are documented in writing, incurred by SentiSearch for rendering such
assistance. Bayer will keep SentiSearch continuously informed of any actions or
suits pursuant to this Section 4.1.

     

    (c)           The
license granted to Bayer hereunder shall terminate if Bayer is deemed to have
abandoned development and commercialization of all Collaboration Compounds,
which shall be evidenced by the earlier of (i) written notice from Bayer to
SentiSearch of the abandonment; or (ii) receipt of two (2) consecutive reports
showing no diligent activity by Bayer with respect to any Collaboration
Compounds during the periods covered by such reports.

     

    
      
         

      

      
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    4.2           Collaboration
Compounds for use in the Field of Use.

     

    (a)           Prior
to offering any Third Party the opportunity to acquire a license to develop a
Collaboration Compound upon which Bayer has decided not to enter into Phase 3 or
to cease Development, Bayer shall provide SentiSearch with the opportunity in
writing to consider whether SentiSearch wishes to acquire a license to further
develop such Collaboration Compound for use in the Field of Use and to make,
have made, import, sell and offer to sell products containing such Collaboration
Compound for use in the Field of Use. SentiSearch shall have [***] days
following its receipt of such writing in which to inform Bayer in writing that
it is interested in acquiring such license.  Thereafter, SentiSearch
and Bayer shall have [***] days in which to negotiate and execute a license
agreement.  If no such license is executed, SentiSearch shall in any
event receive a royalty equal to [***] of (i) any revenues derived from any
Third Party license granted by Bayer relating to the Collaboration Compound for
use in the Field of Use, less (ii) Bayer’s actual expenses in connection with
the subject Collaboration Compound.  This Section 4.2(a) shall expire
five (5) years after the end of the Project Term.

     

    (b)           A
license as set forth in Section 4.2(a) shall be royalty-bearing in relation to
SentiSearch.

     

    (c)           A
license as set forth in Section 4.2(a) shall be royalty-free in relation to FNIH
for Charitable Objectives in Disease Endemic Countries as listed in Annex
4.

     

    4.3           Collaboration Compounds for use
outside the Field of Use.

     

    (a)           Bayer
hereby grants SentiSearch an exclusive option to negotiate and execute a license
agreement enabling SentiSearch to further develop a Collaboration Compound for
use outside the Field of Use and outside the field of agriculture, and to make,
have made, import, sell and offer to sell products containing such Collaboration
Compound for use outside the Field of Use and outside the field of
agriculture.  For the avoidance of doubt, the use of a Collaboration
Compound as a repellent for protecting humans against attack of invertebrate
animals is considered as a use outside the Field of Use and outside the field of
agriculture.  This Section 4.3 shall expire five (5) years after the
end of the Project Term.  If no such license is executed, SentiSearch
shall in any event receive a royalty equal to [***] of (i) any revenues derived
from any Third Party license granted by Bayer relating to the Collaboration
Compound for use outside the Field of Use, less (ii) Bayer’s actual expenses in
connection with the subject Collaboration Compound.  A license as set
forth in this Section 4.3 shall be royalty-free in relation to FNIH for
Charitable Objectives in Disease Endemic Countries as listed on Annex
4.

     

    (b)           Bayer
grants FNIH a transferable, irrevocable, perpetual, non-exclusive, royalty free
license with the right to sublicense, to use, manufacture, make, have made,
produce, reproduce, copy, distribute, offer to sell, and sell the Collaboration
Compounds outside the Field of Use, solely for Charitable Objectives in the
Disease Endemic Countries.  Exercise of the license shall be at FNIH’s
sole discretion, upon FNIH’s reasonable determination that Bayer and SentiSearch
have taken inadequate steps toward making the Collaboration Compounds available
to the Disease Endemic Countries for use outside the Field of Use within a
reasonable time at a reasonable cost, provided that prior to the exercise of the
license, FNIH shall provide Bayer and SentiSearch with the reasonable
opportunity to describe the steps that they are taking to make the Collaboration
Compounds available to the Disease Endemic Countries for use outside the Field
of Use consistent with the Charitable Objectives.  Bayer and
SentiSearch agree and acknowledge that FNIH is an intended third party
beneficiary of this Agreement for the purposes of this Section 4.3 (b) and that
FNIH is hereby granted certain rights and a license as set forth in this Section
4.3 (b) and has detrimentally relied on such fact.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    
      	
              5.

            	
              Payments

            


    

     

    5.1           Technology Access
Payment.  Bayer shall pay to SentiSearch an amount of
US$ 500,000 (five hundred thousand dollars) upon receipt of an invoice
after the Effective Date as partial compensation of SentiSearch’s acquisition of
SentiSearch Know-How and SentiSearch Patents, provided that it is guaranteed in
writing by FNIH before the date of signature of the Agreement that Bayer
receives the FNIH funding.

     

    5.2           Further
Payments.  Bayer shall pay to SentiSearch the following amounts
upon receipt of a respective invoice:

     

    (a)           US$
250,000 (two hundred fifty thousand dollars) due on January 1st, 2012 provided
the term of this Agreement has not expired or this Agreement has not been
terminated pursuant to Section 11 at said due date;

     

    (b)           [***]

     

    (c)           [***]

     

    (d)           US$
15,000 (fifteen thousand dollars) per year until this Agreement expires or is
terminated pursuant to Section 11 as compensation for SentiSearch’s expenditures
in connection with SentiSearch Patents filed prior to the Effective
date.

     

    5.3           Premium
Fee Payments.

     

    (a)           Products.  Bayer
shall pay to SentiSearch a running premium fee of [***] of the aggregate Net
Sales of Products containing any Collaboration Compound, in addition to amounts
payable above in case Bayer’s decision to enter into Phase 3 of development of
such Collaboration Compound for use in a Product or Combination Product (as
defined below) was made within [***] after delivery of the Screening Assay to
Bayer.  If Bayer’s decision to enter into Phase 3 of development of a
certain Collaboration Compound for use in a Product or Combination Product (as
defined below) was made later than [***] after delivery of the Screening Assay
to Bayer, Bayer shall pay to SentiSearch a running premium fee of [***] of the
aggregate Net Sales of Products containing such Collaboration
Compound.  Bayer shall be obligated to pay the foregoing premium
payments so long as Bayer’s decision to enter into Phase 3 development of the
Collaboration Compound for use in the Product or Combination Product (as defined
below) with respect to which such premium payment is being made was made no
later than two (2) years after expiry of the relevant SentiSearch Patent
conferring patent protection in Germany.  Bayer’s obligations to pay
royalties will expire on a country-by-country basis [***] after the first
commercial sale of a Product in that country.

     

    
      
         

      

      
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    (b)           Combination
Products.  If a Product contains one or more Collaboration
Compounds combined with one or more other active ingredients (a “Combination
Product”), then Net Sales of such Combination Product for premium fee purposes
under Section 5.3(a) shall be calculated as follows: the Net Sales of the
Combination Product shall be calculated in accordance with the definition of Net
Sales under Section 1.17, and then such Net Sales shall be adjusted on a
country-by-country basis as follows:  [***].

     

    5.4           Reports on
Payments.  After the first commercial sale of a Product on
which payments are to be made by Bayer hereunder, Bayer shall make yearly
written reports to SentiSearch within ninety (90) days after the end of each
calendar year, stating in each such report, separately for Bayer and each of its
Affiliates and sublicensees, the number, description, and aggregate Net Sales,
by country, of each Product sold during the calendar year upon which a payment
is to be made under Section 5.3 above. Subject to any reductions permitted
pursuant to the express terms of this Agreement, concurrently with the making of
such reports, Bayer shall deliver such payment to SentiSearch.

     

    5.5           Payment Method.  All
payments due under this Agreement shall be noncreditable and nonrefundable,
except as to errors, and as to any amounts disputed in good faith and determined
not to have been due or agreed by the relevant Parties not to be due, and shall
be made by bank wire transfer in immediately available funds to an account
designated by SentiSearch.  All payments hereunder shall be made in
United States dollars. Invoices to be made out to Bayer shall contain
appropriate account information for transfer of the payments as well as the
order number (PO number) which Bayer will submit in writing to SentiSearch
immediately after the Effective Date.  Invoices shall be addressed to
Bayer CropScience AG, c/o Euroservices Leverkusen, Germany at the address stated
on the order.  Bayer will pay invoices received until the 15th day of
a month on or before the 16th day of the 2nd month to follow and invoices
received between the 16th day and the last day of a month on the 2nd day of the
3rd month to follow the month the invoice was received by Bayer.

     

    5.6           Records;
Inspection.

     

    (a)           Bayer
and Bayer Affiliates and sublicensees shall keep complete, true and accurate
books of account and records for the purpose of determining the payments to be
made under this Agreement. Such books and records shall be kept at the principal
place of business of Bayer, as the case may be, for at least three (3) years
following the end of the calendar year to which they pertain,

     

    (b)           Such
records will be open for inspection during such three (3) year period by a
public accounting firm to whom Bayer has no reasonable objection, solely for the
purpose of verifying payment statements hereunder. Such inspections may be made
not more than once each calendar year, at reasonable times and on reasonable
prior written notice. Inspections conducted under this Section 5.6 shall be at
the expense of SentiSearch, unless a variation or error producing an increase
exceeding five percent (5%) of the amount stated for any period covered by the
inspection is established in the course of any such inspection, whereupon all
costs relating to the inspection for such period and the full amount of any
unpaid amounts that are so discovered will be paid promptly by
Bayer.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (c)           All
information concerning payments and reports, and all information learned by
SentiSearch in the course of any audit or inspection shall be subject to the
confidentiality provisions set forth in Section 13.2. The public accounting firm
employees shall sign customary confidentiality agreement as a condition
precedent to their inspection and shall report to SentiSearch only that
information which would be contained in a properly prepared payment report by
Bayer.

     

    5.7           Withholding
Taxes.

     

    (a)           Bayer
shall be entitled to deduct and withhold from any amount payable under this
Agreement the tax which Bayer is liable under any provisions of tax law. If the
withholding tax rate is reduced according to the regulations in the Double Tax
Treaty, no deduction shall be made or a reduced amount shall be deducted only if
Bayer is timely furnished with necessary documents (Freistellungsbescheid) by
SentiSearch issued from the competent foreign tax authority, certifying that the
payment is exempt from tax or subject to a reduced tax rate. Any withheld tax
shall be treated as having been paid by Bayer to SentiSearch for all purposes of
this Agreement. Bayer shall timely forward the tax receipts certifying the
payments of withholding tax on behalf of SentiSearch. In case Bayer cannot
deduct the withholding tax due to fulfillment of the payment obligation by
settlement or set-off, SentiSearch will pay the withholding tax to Bayer
separately. If Bayer failed to deduct withholding tax but is still required by
tax law to pay withholding tax on account of SentiSearch to the tax authorities,
SentiSearch shall assist Bayer with regard to all procedures required in order
to obtain reimbursement by tax authorities or, in case tax authorities will not
reimburse withholding tax to Bayer, SentiSearch shall immediately refund the tax
amount.

     

    (b)           Any
assignment of this Agreement by a Party which causes a higher withholding tax
rate as it is applicable without the assignment shall be borne by the assigning
Party unless the other Parties otherwise agree.

     

    (c)           All
payments and fees required to be paid pursuant to this Agreement are considered
net of VAT.  VAT applies additionally as legally owed, payable after
receipt of a correct invoice, which meets all requirements according to the
applicable VAT legal requirements.

     

    5.8           Relationship to
Licenses.  The premium fee payments provided for herein are in
consideration of the various services, covenants, allocation’s of rights, and
grants of licenses set forth in this Agreement.  Such premium fee
payments shall be paid regardless of whether SentiSearch then possesses
intellectual property which covers the Product which is the subject of the
premium fee payment, and similarly, such payments shall expire at the end of the
term set forth in Section 5.3(a), even if SentiSearch continues to hold
intellectual property which covers such Product.

     

    
      
         

      

      
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              6.

            	
              Inventions
      and Patents

            


    

     

    6.1           Ownership
of Research Intellectual Property.

     

    (a)           Subject
to rights of FNIH and the Collaborators for non-commercial uses, Bayer shall own
the entire right, title and interest in and to any and all inventions,
developments, results, know-how and other Information, and all intellectual
property (including Patents) relating thereto, arising from work performed by
Bayer pursuant to this Agreement after the Effective Date and relating to
Collaboration Compounds or Products.

     

    (b)           SentiSearch
or its Collaborators shall own the entire right, title and interest in and to
any and all inventions, developments, results, know-how, other Information, and
all intellectual property (including Patents) relating thereto, arising from
work performed by SentiSearch and/or SentiSearch’s Collaborators pursuant to
this Agreement after the Effective Date and relating to the Screening Assay,
subject, as applicable, to the research license provided for in, or to be
provided for pursuant to, Section 7.

     

    6.2           Disclosure of Patentable
Inventions.  Each Party shall maintain records in sufficient
detail and in good scientific manner to properly reflect work done and results
achieved in conducting its activities hereunder.  Each Party shall
keep the other Party reasonably informed and shall respond to all reasonable
requests of the other Party for information regarding any inventions, invented
in connection with this Agreement, in which the other Party may have an
interest.  Each Party shall promptly execute all documents and take
all such other actions as may be reasonably requested by the other Party with
respect to such other Party’s interests and shall make available to the other
Party all relevant data and information, as well as samples of materials, to
enable the other Party to prosecute and maintain Patents on its inventions
invented in connection with this Agreement.  The Party receiving such
data and information shall reimburse the disclosing Party for any reasonable
out-of-pocket expenses incurred in connection therewith, which costs shall be
agreed upon by the Parties in writing in advance.

     

    6.3           Patent
Prosecution and Maintenance; Abandonment.

     

    (a)           Bayer Patents.

     

    (i)           Bayer
shall retain control over, and shall bear all expenses related to, the filing,
prosecution, and maintenance of all Bayer Patents.

     

    (ii)           If
Bayer elects to cease prosecution of or not maintain any Bayer Patent that
claims a Collaboration Compound or the manufacture or use thereof, Bayer shall
notify SentiSearch in writing not less than two (2) months before any relevant
deadline. SentiSearch shall have the right to assume control over the
prosecution or maintenance of such Bayer Patent at its own
expense.  Such Patent must not be asserted against Bayer, Bayer
Affiliates and its customers after takeover by SentiSearch.

     

    (b)           SentiSearch
Patents.  SentiSearch shall retain control over, shall maintain
and shall bear all expenses related to the filing, prosecution and maintenance
of all SentiSearch Patents.

     

    
      
         

      

      
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              7.

            	
              Research
      License

            


    

     

    (a)           SentiSearch
hereby grants to Bayer, during the Term of this Agreement, an exclusive (subject
to rights reserved for the Collaborators and other non-commercial research
entities for non-commercial use), royalty-free (sub-)license under the
SentiSearch Patents, SentiSearch Licenses and SentiSearch Know-How (other than
the cells used in the Screening Assay as to which SentiSearch has arranged for
its Collaborators to grant to Bayer a non-exclusive license) to identify and
select Collaboration Compounds in the Screening Assay and to conduct the
Development of Collaboration Compounds for the Field of Use.

     

    (b)           If
Bayer needs access to any additional rights from SentiSearch’s Collaborators (i)
that already existed prior to the Effective Date, (ii) that are necessary to
enable Bayer to identify and select Collaboration Compounds in the Screening
Assay and to conduct the Development of Collaboration Compounds for the Field of
Use and (iii) that are not comprised by the license under Section 7(a),
SentiSearch shall use its best efforts to obtain or arrange for Bayer to obtain
such additional rights from its Collaborators,  at the cost of
SentiSearch, such that Bayer obtains an exclusive (for such purpose and subject
to rights reserved for the Collaborators and other non-commercial research
entities for non-commercial use), royalty-free license under such
rights.

     

    (c)           If
Bayer needs access to any additional rights from SentiSearch’s Collaborators (i)
that have not already existed prior to the Effective Date, (ii) that are
necessary to enable Bayer to identify and select Collaboration Compounds in the
Screening Assay and to conduct the Development of Collaboration Compounds for
the Field of Use and (iii) that are not comprised by the license under Section
7(a), SentiSearch shall use its best efforts to obtain or arrange for Bayer to
obtain such additional rights from its Collaborators, at the cost of
SentiSearch, such that Bayer obtains an exclusive (for such purpose and subject
to rights reserved for the Collaborators and other non-commercial research
entities for non-commercial use), royalty-free license under such
rights.

     

    (d)           Bayer
may sublicense its rights granted in this Article 7 to Bayer Affiliates or Third
Party contractors performing activities solely on Bayer’s behalf.

     

    (e)           Bayer
hereby grants to Collaborators a non-exclusive perpetual, royalty free, fully
paid up license to make, have made, import and use the Collaboration Compounds
for research purposes outside the Field of Use, and research purposes outside
the field of agriculture.  For the avoidance of doubt, the use of a
Collaboration Compound as a repellent for protecting humans against attack of
invertebrate animals is considered as a use outside the Field of Use and outside
the field of agriculture.

     

    
      	
              8.

            	
              Enforcement
      of Patent Rights

            


    

     

    8.1           Bayer
Patents.  Bayer shall have the sole right, but not the
obligation, to enforce the Bayer Patents against any infringer. Any amounts
recovered by Bayer from an infringer of such Patents shall be retained by
Bayer.

     

    
      
         

      

      
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    8.2           SentiSearch
Patents.  SentiSearch shall have the sole right, but not the
obligation, to enforce the SentiSearch Patents being licensed pursuant to
Section 7 of this Agreement against any
infringer. Any amounts recovered by SentiSearch from an infringer of such
Patents shall be retained by SentiSearch. If SentiSearch decides not to enforce
the SentiSearch Patents against an infringer, Bayer shall have the right and
will be solely responsible for taking any action or suit for patent infringement
of the SentiSearch Patents against such acts and to conduct such action or suit
in accordance with its best judgment and at its own cost and any amounts
recovered by Bayer from an infringer of such SentiSearch Patents shall be
retained by Bayer. Such right shall include the right to enter into settlements
involving the SentiSearch Patents but only in so far (a) as the terms and
conditions of such settlement have effect solely inside the Field of Use and (b)
SentiSearch has granted its prior written consent which shall not unreasonably
be withheld and granted in a timely manner within the timelines applicable for
the respective infringement proceedings on the merits or interim proceedings, as
the case may be. Upon Bayer ́s request, SentiSearch shall provide reasonable
assistance to Bayer in connection with such action or suit, including if
necessary joining any such action or suit if it appears that SentiSearch is an
indispensable party to such action or suit, and SentiSearch shall sign such
documents as may be required by applicable law in order to allow Bayer to
exercise its right to bring and/or conduct an action or suit pursuant to this
Section 8.2. Bayer will reimburse SentiSearch for any reasonable out of pocket
expenses, which are documented in writing, incurred by SentiSearch for rendering
such assistance. Bayer will keep SentiSearch continuously informed of any
actions or suits pursuant to this Section 8.2.

     

    
      	
              9.

            	
              Indemnification

            


    

     

    9.1           Collaboration Compounds and
Products.  Subject to compliance with Section 9.2, Bayer shall
indemnify, defend and hold harmless SentiSearch and its agents and employees,
from and against any and all losses, liabilities, damages, costs, fees and
expenses, including reasonable legal costs and attorneys’ fees (“Losses”)
resulting from a Third Party claim, suit or action concerning and to the extent
attributable to a Collaboration Compound or a Product, but excluding any Losses
resulting from the gross negligence or intentionally wrongful act or omission of
SentiSearch or its Collaborators or any of their employees or
agents.

     

    9.2           Indemnity
Procedure.  In the event a Party is seeking indemnification
under Section 9.1, the Party seeking indemnification shall inform Bayer in
writing of a claim as soon as reasonably practicable after it receives notice of
the claim, shall permit Bayer to assume direction and control of the defense of
the claim (including the right to settle the claim solely for monetary
consideration), and, at the expense of Bayer, shall cooperate as reasonably
requested in the defense of the claim. Each indemnified Party shall have the
right to retain its own counsel, with the fees and expenses to be paid by Bayer
if representation of the indemnified Party by the counsel retained by Bayer
would be inappropriate due to actual or potential differing interests among the
Parties. Bayer may not settle such action or claim, or otherwise consent to an
adverse judgment in such action or claim, that diminishes the rights or
interests of an indemnified Party without the express written consent of such
indemnified Party.

     

    
      
         

      

      
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              10.

            	
              Publications,
      Fund Announcement and Publicity

            


    

     

    10.1           The
Parties shall comply with the obligations and restrictions regarding
publications related to the Project as set out in this Agreement (including in
the Global Access Plan).

     

    10.2           If
any Party wishes to publicize by any means its participation in the Project it
must follow the process for scrutiny of publications set out in Article 3 of the
Global Access Plan.

     

    10.3           Should
either Party wish to make a press release or other public statement about the
Agreement and/or the Project, it will obtain the prior written consent of the
other Party to the content of such press release or other public statement, such
consent not to be unreasonably withheld.

     

    
      	
              11.

            	
              Term
      of Agreement And Termination

            


    

     

    11.1           Term.  This
Agreement shall expire upon the latest of: (a) the end of the Project Term if no
Collaboration Compound could be identified, (b) the expiration of all payment
obligations of Bayer hereunder, and (c) the expiration of Bayer Patents covering
a Collaboration Compound.  Section 6.1, Article 9 and Article 13 shall
survive such expiration.

     

    11.2           Termination by mutual
agreement.  This Agreement may be terminated at any time
subject to mutual agreement of both Parties in writing. Sections 5 and 6.1,
Article 9 and Article 13 shall survive such termination.

     

    11.3           Termination
upon material breach.

     

    (a)           If
any Party believes that the other Party is in material breach of this Agreement,
such Party (the “Non-Breaching Party”) shall give notice of such alleged breach
to the other Party which it believes to be in material breach (the “Breaching
Party”).  Such notice shall state with specificity the nature of the
breach. If the Breaching Party either cures such breach within sixty (60) days
of such notice or, if it is not possible to cure such breach within such sixty
(60) day period, the Breaching Party commences diligent, good faith efforts to
cure such breach during such sixty (60) day period and continues using such
efforts for a prompt and successful cure of the breach, then the Non-Breaching
Party shall have no further remedy except the right to recover money damages, if
any, through Dispute Resolution pursuant to Section 13.1 and to protect its
rights in Confidential Information and intellectual property, e.g. through
judicial relief, provided, however, that the cure periods provided for herein
shall not apply to payment breaches, the cure period for which shall be five (5)
business days from the date such payment is due.

     

    (b)           If
the Breaching Party does not cure the alleged breach as provided in Section
11.3(a), the Non-Breaching Party shall have the right to commence Dispute
Resolution pursuant to Section 13.1 to either (i) seek specific performance of
this Agreement and/or recover money damages, if any, or (ii) to terminate this
Agreement.  Sections 5 and 6.1, Article 9 and Article 13 shall survive
such termination.

     

    
      
         

      

      
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    11.4           Termination
upon bankruptcy.

     

    (a)           Bayer
may terminate this Agreement if, at any time, SentiSearch shall file in any
court or agency pursuant to any statute or regulation of any state or country, a
petition in bankruptcy or insolvency or for reorganization or for an arrangement
or for the appointment of a receiver or trustee of SentiSearch or of its assets,
or if SentiSearch proposes a written agreement of composition or extension of
its debts, or if SentiSearch shall be served with an involuntary petition
against it, filed in any insolvency proceeding, and such petition shall not be
dismissed within forty-five (45) days after the filing thereof, or if
SentiSearch shall propose or be a party to any dissolution or liquidation, or if
SentiSearch shall make an assignment for the benefit of its
creditors.

     

    (b)           All
rights and licenses granted under or pursuant to this Agreement by SentiSearch
are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the
United States Bankruptcy Code, licenses of right to “intellectual property” as
defined under Section 101 of the United States Bankruptcy Code. SentiSearch
agrees that Bayer, as licensee of such rights under this Agreement, shall retain
and may fully exercise all of their rights and elections under the United States
Bankruptcy Code. SentiSearch further agrees that, in the event of the
commencement of a bankruptcy proceeding by or against SentiSearch under the
United States Bankruptcy Code, Bayer shall be entitled to a complete duplicate
of (or complete access to, as appropriate) any such intellectual property and
all embodiments of such intellectual property, which, if not already in Bayer’
possession, shall be promptly delivered to it upon any such commencement of a
bankruptcy proceeding upon Bayer’s written request therefor.

     

    11.5           Termination
Upon Change of Control Under Certain Circumstances.

     

    Bayer may
terminate this Agreement if, at any time, SentiSearch shall suffer or incur a
Change of Control in favor of a Competitor, or shall enter into any agreement
that, if consummated, would result in a Change of Control in favor of a
Competitor. SentiSearch shall provide prompt notice of such event or agreement
to Bayer, including the terms and conditions of the transaction causing a Change
of Control in favor of a Competitor.  “Change of Control” shall mean
any of the following transactions or series of transactions: (a) any merger,
consolidation, share exchange, business combination, issuance of securities,
acquisition of securities, tender offer, exchange offer or other similar
transaction in which (i) a “person” or “group” (as defined in the Securities
Exchange Act of 1934, as amended, and the rules promulgated thereunder) of
persons directly or indirectly acquires beneficial or record ownership or voting
power of securities representing more than fifty percent (50%) of the
outstanding voting securities of SentiSearch or otherwise obtains the ability to
elect a majority of the board of directors or other managing authority of
SentiSearch (by acquisition, contract or otherwise), which in any event shall be
presumptively deemed to confer control over SentiSearch, or (ii) SentiSearch
issues securities representing more than fifty percent (50%) of the outstanding
voting securities of SentiSearch or the ability otherwise to elect a majority of
the board of directors or other managing authority of SentiSearch, which in any
event shall be presumptively deemed to confer control over SentiSearch; or (b)
any sale, lease, exchange, transfer, license, acquisition or disposition of any
business or businesses or assets of SentiSearch that constitute or account for
fifty percent (50%) or more of the consolidated net revenues, net income or
assets of SentiSearch (including, without limitation, an exclusive license of
all or substantially all of SentiSearch’s intellectual property rights).
“Competitor” shall mean any Third Party that, together with its Affiliates, has
product sales in the Field of Use.  Payment obligations by Bayer
pursuant to Section 5.2(b) and/or (c) and Section 5.3 (a) and/or (b) based on
Collaboration Compounds derived from compounds that underwent the Screening
Assay prior to the date of termination of this Agreement under this Section 11.5
shall not be affected by such termination.

     

    
      
         

      

      
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              12.

            	
              Representations
      & Warranties

            


    

     

    12.1           Representations
and Warranties of SentiSearch.

     

    (a)           SentiSearch
is duly organized and validly existing and in good standing under the laws of
Delaware and has full corporate power and authority to enter into this Agreement
and to carry out the provisions hereof.

     

    (b)           SentiSearch
is duly authorized to execute and deliver this Agreement and to perform its
obligations hereunder.

     

    (c)           As
of the Effective Date, SentiSearch does not have any contractual obligations to
any Third Party that prevent it from (sub-)licensing to Bayer the rights under
Article 7.

     

    (d)           SentiSearch
has the right to grant sub-licenses under licenses from Third Parties as set
forth in Article 7(a).

     

    12.2           Representations
and Warranties of Bayer.

     

    (a)           Bayer
is duly organized, validly existing and in good standing under the laws of
Germany and has full corporate power and authority to enter into this Agreement
and to carry out the provisions hereof.

     

    (b)           Bayer
is duly authorized to execute and deliver this Agreement and to perform its
obligations hereunder.

     

    
      	
              13.

            	
              Miscellaneous

            


    

     

    13.1           Dispute
Resolution.

     

    (a)           In
the event of any dispute between any of the Parties (collectively “Claim”)
arising in connection with the Project or this Agreement, the applicable Parties
shall use their best endeavors to promptly and amicably resolve such Claim in
good faith. However if they are unable to do so through informal discussion and
negotiation between the applicable Parties the Parties agree that such Claim
shall be first submitted to a neutral third party mediator to be selected by
mutual agreement by the applicable Parties.

     

    (b)           If
the applicable Parties cannot agree on a mediator within thirty (30) days of
written request to do so by any Party, the mediation shall be conducted by a
panel of mediators with each applicable Party selecting one third party mediator
and the third party mediators collectively selecting one neutral mediator. Each
applicable Party shall bear its own fees and costs incurred in the mediation
including fees and costs of its mediator. Fees and costs of the neutral mediator
shall be borne equally by the applicable Parties.

     

    
      
         

      

      
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    (c)           If
the mediator(s) certify at any time that it appears unlikely that further
mediation will resolve the dispute or if no binding resolution is reached within
ninety (90) days after the dispute is first submitted to the mediator(s), then
the matter shall be submitted to binding arbitration in New York City in
accordance with the Rules of Arbitration of the International Chamber of
Commerce.

     

    13.2           Confidentiality.

     

    (a)           For
the term of this Agreement and thereafter until the information no longer
constitutes Confidential Information, each Party shall not disclose (except (i)
Bayer to a Bayer Affiliate and (ii) SentiSearch to a SentiSearch Affiliate) or
permit the disclosure of any Confidential Information of the other Party, nor
shall a Party use any Confidential Information for any purpose other than this
Agreement.

     

    (b)           Each
Party shall ensure that any of its staff and officers, Affiliates, independent
contractors, and licensees who have access to the Confidential Information are
bound by a duty of confidentiality and properly informed of their obligations
under this Agreement.

     

    (c)           This
Section 13.2 shall not apply in respect of any information which the receiving
Party can prove:

     

    (i)           to
have been known (without being subject to any confidentiality obligations) to
the receiving Party at the time of receipt, as evidenced by dated written
records;

     

    (ii)           was
in the public domain or generally known to the public at the time of its
disclosure to the receiving Party or which subsequently becomes part of the
public domain in any manner other than by violation of the terms of this
Agreement;

     

    (iii)           is
received from other sources without any breach of any obligations regarding the
preservation of the confidentiality thereof;

     

    (iv)           is
confirmed in writing by the disclosing Party to not be subject to this Section
13.2;

     

    (v)           to
have been independently developed by the receiving Party; or

     

    (vi)           is
agreed to be published as provided hereunder.

     

    (d)           Permitted
Disclosures:  Each Party may use or disclose Confidential
Information of the other Party to the extent such use or disclosure is
reasonably necessary in complying with applicable governmental regulations,
court orders, or otherwise submitting information to governmental authorities,
or applying for regulatory approvals, provided that if a Party is required to
make any such disclosure of another Party’s Confidential Information, it shall
make commercially reasonable efforts to: (i) give prompt written notice to the
disclosing Party of the proposed disclosure to the relevant governmental
authority or court, and allow the disclosing Party reasonable time to object to
all or any portion of the disclosure before it is disclosed; (ii) if advance
notice is not possible, provide written notice of disclosure immediately
thereafter; and (iii) to the extent possible, minimize the extent of such
disclosure, it being understood that any information so disclosed shall
otherwise remain subject to the limitations on use and disclosure
hereunder.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    (e)           Each
Party shall return to each applicable other Party that other Party’s
Confidential Information and any copies thereof promptly following receipt of a
request to do so from that other Party in writing and in any case upon the
expiry or termination of this Agreement and shall not retain any copies thereof
other than solely for the purpose of performing its obligations under this
Agreement and exercising the rights and licenses granted to it under this
Agreement.

     

    13.3           Limitation of
Liability.  EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLE 13, IN
NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON A CLAIM OR ACTION OF
CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, OR OTHERWISE,
ARISING OUT OF THIS AGREEMENT. For clarification, the foregoing sentence shall
not be interpreted to limit or to expand the express rights specifically granted
in the sections of this Agreement, including without limitation Article
8.

     

    13.4           Entire Agreement;
Amendment.  This Agreement, together with Annex 1, Annex 2,
Annex 3 and Annex 4, sets forth the agreement among the Parties with respect to
the specific subject matter hereof, and, except as otherwise set forth herein,
supersedes and terminates all prior representations, agreements and
understandings among the Parties regarding the subject matter hereof. No
alteration, amendment, change or addition to this Agreement will be binding upon
the Parties unless in writing and signed by an authorized signatory of each
Party.

     

    13.5           Assignment.  No
Party may assign or transfer this Agreement or any rights or obligations
hereunder without the prior written consent of the other Party, except that (a)
a Party may make such an assignment without the other Party’s consent to a
successor to all or substantially all of the related business assets of such
Party relating to this Agreement, whether by way of a merger, sale of stock,
sale of assets or other similar transaction; and (b) Bayer may contract to Third
Parties approved in writing by SentiSearch, such approval not to be unreasonably
withheld, any of its marketing and sales rights with respect to Products, and
such contracts shall not be considered assignment of rights and obligations as
provided above.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    13.6           Notices.  All
notices, requests, consents and other communications hereunder to any party will
be deemed to be sufficient if contained in a written instrument delivered in
person, including delivery by recognized express courier, fees prepaid, or sent
by facsimile transmission or duly sent by first class registered or certified
mail, return receipt requested, postage prepaid, in each case addressed as set
forth below, or to such other address as may hereinafter be designated in
writing by the recipient to the sender pursuant to this Section 13.6. All such
notices, requests, consents and other communications will be deemed to have been
received in the case of personal delivery, including delivery by express
courier, on the date of such delivery; in the case of facsimile transmission, on
the date of transmission; and in the case of mailing, upon receipt after deposit
in the respective post office, proper postage prepaid.

     

    
    

     

    
      	 	If to
      SentiSearch: 	SentiSearch,
      Inc.
	 	 	1217
      South Flagler Drive, 3rd
      Floor
      
              West
      Palm Beach, Florida  33401

              Attention:
      Mr. Joseph K. Pagano, Chief Executive Officer

              Facsimile:
      (561) 653-3286

            
	 	 	 
	 	with a copy
      to:	Blank Rome
    LLP
	 	 	The
      Chrysler Building
      
              405
      Lexington Avenue

              New
      York, New York  10174

              Attention:  Robert
      J. Mittman

              Facsimile:  (212)
      885-5001

            
	 	 	 
	 	If to
    Bayer:	Bayer CropScience
      AG
	 	 	Attn. Dr.
      Hans-Joerg Reif
      
                       
      BCS-R-DIS-TC-MB

              Alfred-Nobel-Str.
      50

              40789
      Monheim

              Germany

              Facsimile:
      +49 2173 38 3150

            
	 	 	 
	 	with a copy
      to:	(regarding
      scientific or technical issues)
	 	 	      
              Bayer
      CropScience AG

              Attn. Dr.
      Klaus Raming

                       
      BCS-R-I-BI-PB

              Alfred-Nobel-Str.
      50

              40789
      Monheim

              Germany

              Facsimile:
      +49 2173 38 2678

            
	 	or	 


    

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    
      	 	with a copy
      to:	(regarding legal
      issues)
	 	 	Bayer
      CropScience AG
      
              Attn. Dr.
      Robert Krieg

                        BCS-BPA-LP-PL

              Alfred-Nobel-Str.
      50

              40789
      Monheim

              Germany

              Facsimile:
      +49 2173 38 2651

            


    

     

    13.7           Severability.  If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, then such provisions will be enforced to the maximum extent
possible under applicable law and the remainder of such provision(s) will be
excluded from this Agreement, and the balance of this Agreement will be
interpreted as if such provision(s) or portion(s) thereof were so excluded and
will continue to be enforceable in accordance with its terms.

     

    13.8           Force Majeure
Events.  Except as otherwise provided herein, no Party will be
in breach of this Agreement, or liable to the other Party, for any loss, damage,
detention, delay or failure of performance to the extent such loss, damage,
detention, delay or failure is caused by a Force Majeure Event provided that the
Party claiming excuse uses its commercially reasonable efforts to overcome the
same. In the event of a Force Majeure Event, the obligations of the affected
Party will be suspended as long as such Force Majeure Event
continues.

     

    13.9           Hardship.  If,
during the period of this Agreement, performance of this Agreement should lead
to unreasonable hardship for one Party taking the interests of the other Party
into account, the Parties will endeavor to agree in good faith to amend this
Agreement in view of such circumstance.

     

    13.10    No Grant of
Rights.  Except as specifically stated herein, no Party grants
to any other Party hereto any rights or license to any intellectual property
rights or other rights of the first Party.

     

    13.11    Captions.  The
captions to Sections of this Agreement have been inserted for identification and
reference purposes only and will not be used to construe or interpret this
Agreement.

     

    13.12    Costs and Attorneys’
Fees.  If any action, suit or other proceeding is instituted
concerning or arising out of this Agreement or any transaction contemplated
hereunder, the prevailing party will recover all of such party’s reasonable fees
and costs of attorneys incurred in each such action, suit or other proceeding,
including any and all appeals or petitions therefrom.

     

    13.13    Expenses.  Except as
otherwise provided in this Agreement (a) all expenses incurred by a Party in
connection with its obligations under this Agreement will be borne solely by
such Party, and (b) each Party will be responsible for appointing its own
employees, agents and representatives, who will be compensated by such
Party.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    13.14    Non-Waiver.  The
failure of a Party in any one or more instances to insist upon strict
performance of any of the terms and conditions of this Agreement will not be
construed as a waiver or relinquishment, to any extent, of the right to assert
or rely upon any such terms or conditions on any future occasion.

     

    13.15    Disclaimer of
Agency.  This Agreement will not render any Party the legal
representative or agent of another, nor will any Party have the right or
authority to assume, create, or incur any third party liability or obligation of
any kind, express or implied, against or in the name of or on behalf of another
except as expressly set forth in this Agreement or except as may be expressly
agreed in advance in writing by the Party to be bound.

     

    13.16    Binding
Effect.  This Agreement will be binding on and inures to the
benefit of each Party and its respective transferees, successors, assigns and
legal representatives.

     

    13.17    Counterparts.  This
Agreement may be executed in one or more counterparts, each of which will be an
original and all of which will constitute together the same
document.

     

    13.18    Governing Law.  This
Agreement shall be governed by and construed in accordance with the substantive
laws of England, excluding its choice of law principles.

     

    13.19    Internal Section
References.  All references in this document to Sections are to
Sections hereof except as otherwise indicated.

     

    [REST
OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    In
Witness Whereof, the Parties hereto have duly executed this Agreement as
of the date first above written.

     

    
      	SentiSearch,
      Inc.	 	Bayer
      CropScience AG
	 	 
      	 	 	 
      
	 	 
      	 	 	 
      
	By:	
              /s/ Joseph K. Pagano

            	 	By: 	
              /s/ A. Klausener

            
	Name:	
              Joseph K. Pagano

            	 	Name: 	
              Dr.
      A. Klausener

            
	Title: 	
              Chief Executive Officer

            	 	Title:	
              Head
      of Research

            
	 	 	 	 	 
	 	 
      	 	 	 
      
	 	 
      	 	By:	
              /s/ R.
      Krieg                        2010-08-30

            
	 	 
      	 	Name:	
              Dr.
      R. Krieg

            
	 	 
      	 	Title:	
              Head
      of PL Projects/Contracts

              Patents
      and Licensing

            


    

    


    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    Annex
1

     

    Project
Plan

     

    Identification
and optimization of compounds to alter olfactory-driven behaviours of insect
disease vectors

     

    Rational and
background

     

    Malaria
and methods to control it

     

    Malaria,
an infectious disease transmitted by female mosquitoes, is one of mankind’s most
persistent and deadly foes. This disease affects more than 300 million people
each year, resulting in more than one million deaths annually, predominantly of
children under the age of five in sub-Saharan Africa. The disease is caused by
protozoan parasites (Plasmodium falciparum, P. vivax, P. ovale and P. malariae) and is spread to
humans by mosquitoes, primarily Anopheles gambiae. There is
an urgent need to search for new vector control compounds, primarily because of
the growing concern over resistance in mosquitoes to pyrethroids or DDT and the
possible side effects of these compounds on non-target organisms.

     

    Fighting
malaria by behavior modification of the vector

     

    This
proposal is aimed at developing a new generation of behaviour modifying
compounds for mosquitos that will reduce the transmission of malaria. Our
approach is based on the concept that the cycle of malaria infection can be
interrupted by disrupting the interaction between the insect vector and its
human host. The mosquito relies primarily on its sense of smell to find humans
by cuing in on the characteristic scent of human sweat and the carbon dioxide
present in breath. The mosquito is potently attracted to the scent of humans and
this behavior is a key to its transmission of malaria to humans through
blood-feeding. Recent advances in molecular genetics have provided a wealth of
information about the specific odorant receptor proteins that underlie this
exquisitely sensitive olfactory behavior of mosquitoes. The insect olfactory
system therefore affords an opportunity to affect mosquito host-seeking
behavior, by blocking or confusing the mosquito’s sense of smell. By reducing
the incidence of bites, we hope to have a direct effect on the spread of
malaria.

     

    The
current arsenal of insect repellents

     

    Today
most insect repellents contain DEET (N,N-diethyl-m-toluamide, also known as
N,N-diethyl-3-methylbenzamide) as an active ingredient. The mechanism of action
of DEET is unknown, but it is thought to “confuse” or neutralize the sense of
smell of mosquitoes when they approach a potential host. A newer repellent is
picaridine (Bayrepel©) which has an improved toxicological profile as well as
better cosmetic and user friendly characteristics. Currently available
repellents are limited in their utility in the fight against malaria because
they must be used at very high concentrations, must be applied to all exposed
parts of the skin to be effective and must be reapplied every few hours. Because
malaria mosquitoes typically bite at night, repellents with long-lasting
efficacy are urgently needed.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    Target-Based
Discovery: rational design of new insect repellents

     

    Historically,
insect repellents have been discovered by “trial-and-error” in behavioural
assays. A much more rapid and powerful approach than “trial-and-error”
development is to employ a strategy of molecular target-based discovery
analogous to that used in most modern drug development. Modern drug discovery
carried out at large crop protection and pharmaceutical companies is based
largely on the process of identifying key protein targets and then carrying out
a high-throughput screen for small molecules that affect the function of these
targets. Bayer CropScience as a research driven life-science company has a long
history and is very successful not only in classical insecticide discovery and
development but also in target based discovery approaches.

     

    Scientific
basis for the identification of insect confusents by a target driven drug
discovery approach

     

    In
previous studies (Axel-Gates-Project) performed in the laboratories of Prof.
Axel (Columbia University) and Prof. Vosshall
(Rockefeller University), they have:

     

    
      	
              1.

            	
              Identified
      Drosophila Or83b as a central,
      essential, and non-redundant co-receptor for obtaining responses to all
      odorants tested.

            


    

    
      	 	 
	
              2.

            	
              Developed
      an assay for high-throughput screening of insect olfactory receptors (OR
      receptor) agonists and antagonists.

            


    

     

    These
results put us in an excellent position to exploit Or83b as an insect specific
target to screen the Bayer CropScience substance library for the discovery of
novel mosquito repellents.

     

    Target Product
Profile:

     

    Chemical
control of mosquito behaviour to reduce malaria transmission

     

    Once we
identify compounds that modulate the insect olfactory receptors (OR) as agonists
or antagonists, and these show efficacy both in laboratory and field studies
with Anopheles
mosquitoes, we envision bringing these compounds into eventual use
as:

     

    
      	
              ·

            	
              Novel
      repellents that remain effective for long periods of time, either as
      applied to insecticide-treated nets (ITNs) or as personal care items such
      as ankle/wrist bands

            


    

    
      	 	 
	
              ·

            	
              Lures
      in odour-baited trapping systems for “attract-and-kill” vector population
      control

            


    

    
      	 	 
	
              ·

            	
              Behavioural
      disruptants: insects coming into contact with the active substances lose
      their ability to detect host-odour
cues.

            


    

    
      	 	 
	
              ·

            	
              Lures
      for monitoring populations of mosquitoes, an important factor in
      determining where and when disease and vector control treatments are
      required

            


    

    
      	 	 
	
              ·

            	
              Environmentally-sensitive
      sprays to block olfactory function and render mosquitoes unable to locate
      human hosts

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Essential
Product Characteristics:

     

    Our
objective during the 2-year research plan is to demonstrate the feasibility of
using rational discovery to identify new agents for olfactory-based control of
insect disease vectors, such as second generation insect repellents,
attractants, and confusants. Once this has been achieved, the emphasis will
shift from the proof-of-principle to the identification of a field candidate in
an effort to deliver the technology to the market. The new product will involve
novel chemistry so that the approach can be fully patented.

     

    Our
ultimate goal is to bring to the developing world a new generation of mosquito
behavioural modifying substances with these properties:

     

    
      	
              ·

            	
              High
      efficacy at low doses—no requirement for topical application to the
      skin

            


    

    
      	 	 
	
              ·

            	
              Delivered
      in solid supports such as ITNs/bed nets and wrist or ankle bracelets that
      are easy to use and likely to have high local
  acceptance

            


    

    
      	 	 
	
              ·

            	
              Sustained,
      controlled release—long product
lifetime

            


    

    
      	 	 
	
              ·

            	
              Safe
      for use by infants and toddlers

            


    

    
      	 	 
	
              ·

            	
              Effective
      in equatorial climates and effective against anopheline
      mosquitoes

            


    

    
      	 	 
	
              ·

            	
              Affordable—can
      realistically be used in the developing world

            
	 	 
	      
              ·

            	Potential
      further applications in agriculture


    

     

    The product will have a cost
of goods (COGs) and a cost of deployment that meets the requirements of the
global access plan thereby making the product available in a suitable and
affordable format for target populations in disease endemic
countries.

     

    Bayer CropScience as a high
valued partner

     

    The
project shall capitalize on the following BCS expertises which will be provided
by BCS at no cost to the project:

     

    
      	
               
      

            	
              ·

            	
              Insecticide
      discovery expertise including behaviour modifying
  compounds

            


    

    
      	 	 	 
	
               
      

            	
              ·

            	
              State-of-the-art
      facilities

            


    

    
      	 	 	 
	
               
      

            	
              ·

            	
              Compound
      library with proven track record (value is estimated at 21.2
      m€)

            


    

    
      	 	 	 
	
               
      

            	
              ·

            	
              Access
      to many years of cell based assay screening
  expertise

            


    

    
      	 	 	 
	
               
      

            	
              ·

            	
              Excellent
      scientific environment

            


    

    
      	 	 	 
	
               
      

            	
              ·

            	
              Testing
      capability in vector control

            


    

    
      	 	 	 
	
               
      

            	
              ·

            	
              Patent
      and regulatory expertises

            


    

    
      	 	 	 
	
               
      

            	
              ·

            	
              Industrialisation
      (both A.I.s and formulations)
know-how

            


    

    
      	 	 	 
	
               
      

            	
              ·

            	
              Insecticide
      development and marketing experience also including olfaction based
      haematophagus insect and crop pest
products.

            


    

     

    BCS
proposes to integrate the project in its Crop Protection Insecticide Research
efforts, for obvious cross-fertilization reasons and in order to: (a) realize
synergies; (b) search for broadly active products covering both the charitable
objective of malarial vector control in the Public Health field as well as the
predominantly commercial aim for the control of agricultural pest arthropods and
(c) address all IP and distribution rights by BCS “project
agreement”.

     

    BCS
proposes that the Gates Foundation funds this project through the research phase
until the milestone “Lead candidate identification” has been reached.
Thereafter, BCS envisage a further development, registration and launching phase
as outlined in the present Agreement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    Project
plan

     

    As the
starting point for the project, we will receive cell lines expressing insect
odorant receptors in combination with the co-receptor Or83b from Prof. Axel /
Prof. Vosshall. Insect ORs together with the co-receptor OR83b form an
unspecific cation channel. As a consequence, activation of the receptor complex
alters the membrane potential of the screening cell line which can be detected
by appropriate methods e.g. Membrane Potential Assay Kits in combination with
appropriate Fluorometric Imaging Plate Reader systems. BCS has already used this
Membrane Potential Assay Kit very successfully in several previous HTS
campaigns. The proposed working cycle (see below) will start with the screening
of the BCS compound library and has been proven to be successful for the whole
Life Science Industry:

     

     

    [***]

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    [***]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    [***]

    
       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

    

     

    [***]

    
       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

    

     

    Annex
2

     

    ASSAY
GUIDELINES

     

    [***]

    
       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

    

     

    [***]

    
       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

    

     

    [***]

    
       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

    

     

    [***]

    
       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

    

     

    Annex
3

     

    Global
Access Plan

     

    
      	
              1.

            	
              Duration

            


    

     

    The terms
of this Global Access Plan shall remain binding throughout the duration of the
Agreement or, if longer, for a period of 10 years after the first
commercialisation of the Product.

     

    
      	
              2.

            	
              Supply
      Principles

            


    

     

    The
Parties agree that Bayer will supply the Product according to the principles of
the Charitable Objectives and details set out below.

     

    
      	
              2.1.

            	
              Pricing

            


    

     

    [***]

     

    
      	
              2.2.

            	
              Geographical

            


    

     

    The
pricing policy set out above will not apply outside the Disease Endemic
Countries, or in relation to sales of the Product for purposes other than
control of vectors of human disease consistent with the Charitable
Objectives.  Bayer will exert its commercially reasonable efforts to
obtain country registrations and bid for appropriate tenders in Disease Endemic
Countries in a timely manner.

     

    
      	
              2.3.

            	
              Volumes

            


    

     

    The
volumes of the Product that are to be made available to the Disease Endemic
Countries will be sufficient to meet their national supply requirements as long
as the lead-time remains commercially reasonable. In the event of restrictions
of supply of Product or its raw materials required therefor which would affect
Bayer’s ability to fulfill such requirements, Bayer will promptly notify the
other parties of the same. The parties shall discuss in good faith about the
ways to mitigate any possible supply issues to the Disease Endemic
Countries.

     

    
      	
              3.

            	
              Dissemination
      agreement

            


    

     

    
      	
              3.1.

            	
              Publication

            


    

     

    The
Parties will publish the scientific and technological results of the work
performed under this Project in order to make the information available to the
wider vector control community, so as to disseminate the information in
accordance with the Charitable Objectives and the Global Access Strategy, while
preserving the need for prior protection of inventions (e.g. patent) before any
publication is made. The mode of publication must be appropriate to effective
and timely communication with that community (subject to any prior change to the
publication to protect inventions), and the support of the FNIH should be
acknowledged in any such publication.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	
              3.2.

            	
              Scrutiny
      before Publication

            


    

     

    Prior to
any publication or public disclosure of information generated within the Project
the Party wishing to publish that information must obtain the written agreement
of the other parties within that Project and the Project Management Team (bound
by secrecy undertakings not less strict than those contained in the Agreement);
such agreement shall not be unreasonably withheld. Either Party or the Project
Management Team may object to the publication if, in their reasonable opinion,
it would:

     

    
      	
               
      

            	
              ·

            	
              prevent
      or interfere with the effective protection of any intellectual property in
      this Project; or

            


    

    
      	 	 	 
	
               
      

            	
              ·

            	
              damage
      or prevent the achievement of the Charitable Objectives or the Global
      Access Strategy; or

            


    

    
      	 	 	 
	
               
      

            	
              ·

            	
              bring
      into disrepute the Parties.

            


    

     

    The
information to be published must be submitted for approval to the Project
Management Team at least 21 days before it is placed in the public
domain.

     

    The
Project Management Team must provide written approval or objection within the
period of 21 days. Absence of an answer shall not be deemed an
approval.

     

    When
publication is delayed to allow filing of patents the delay shall not extend
beyond the filing of the relevant patent.

     

    If anyone
of the Project Management Team does not approve the publication within this
time, release will be delayed and the Parties will meet to resolve the
objections. If the Parties are unable to resolve the objection the persons
designated as Top Managers of the respective Parties and the Project Management
Team shall promptly discuss the matter to determine whether or not publication
should continue, in a consensual way.

     

    
      	
              4.

            	
              Freedom
      to Operate.

            


    

     

    
      	
              4.1.

            	
              The
      Parties represent and warrant that, to the best of their knowledge, they
      may conduct the Project free from any intellectual property rights created
      by any third parties or that they have obtained appropriate licenses to
      any third party intellectual property rights that may be required to
      conduct the Project.

            


    

     

    
      	
              4.2.

            	
              The
      Parties represent and warrant that, to the best of their knowledge, their
      own intellectual property is free from any encumbrances that might
      restrict the conduct of the Project or prevent the supply of the Product
      in accordance with the supply principles in clause 2 or that might prevent
      or restrict it from being used for the Charitable Objectives and that they
      will not permit the creation of any such
  encumbrance.

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	
              5.

            	
              Force
      majeure

            


    

     

    Neither
Party shall be liable for its delay in performing or failure to perform
hereunder (other than to make payments of amounts due) as a result of any
contingency beyond its reasonable control, including acts of God, droughts,
fires, floods, wars, civil insurrection, general military obligation, sabotage,
accidents, lockouts, labor disputes or shortages, any governmental laws,
ordinances, rules, regulations, bans, action or inaction (whether valid or
invalid, including but not limited to, priorities, requisitions, allocations and
price adjustment restrictions), delay or inability to obtain supplies, labor,
raw materials, energy, transportation, and any other similar contingency. The
Party suffering the inability to perform shall notify the other Party of the
existence of such delay within 20 days of the first day of such force
majeure.

     

    
      
         

      

      
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    Annex
4

     

    Disease
Endemic Countries

     

    Africa

     

    Angola,
Benin, Burkina Faso, Burundi, Cameroon, Central African Republic, Chad, Comoros,
Congo, Cote d’Ivoire, Democratic Republic of Congo, Djibouti, Equatorial Guinea,
Eritrea, Ethiopia, Gabon, Gambia, Ghana, Guinea, Guinea-Bissau, Kenya, Lesotho,
Liberia, Madagascar, Malawi, Mali, Mauritania, Mauritius, Mozambique, Namibia,
Niger, Nigeria, Reunion, Rwanda, Senegal, Sierra Leone, Somalia, South Africa,
Sudan, Swaziland, Tanzania, Togo, Uganda, Zambia, Zimbabwe

     

    Americas and
Caribbean

     

    Anguilla,
Antigua and Barbuda, Belize, Bolivia, Brazil, Columbia, Costa Rica, Cuba,
Curacao, Dominica, Dominican Republic, Ecuador, El Salvador, French Guiana,
Grenada, Guatemala, Guyana, Haiti, Honduras, Jamaica, Mexico, Nicaragua, Panama,
Paraguay, Peru, St Kitts and Nevis, St Lucia, St Martin, St Vincent, Surinam,
Trinidad and Tobago, Turks and Caicos Islands, Venezuela

     

    Middle
East

     

    Afghanistan,
Iraq, Azerbaijan, Armenia, Turkmenistan, Uzbekistan, Yemen, Turkey, Saudi
Arabia, Iran, Oman, UAE

     

    Asia

     

    Bangladesh,
Bhutan, Cambodia, Indonesia, Laos, Myanmar, Nepal, Pakistan, Philippines, Sri
Lanka, Vietnam, China, India, Sri Lanka, Korea

     

    Western Pacific and
Micronesia

     

    Cook
Islands, French Polynesia, Fiji, Kiribati, Marshall Islands, Micronesia, Nauru,
New Caledonia, Niue, Palau, Papua New Guinea, Samoa, Solomon Islands, Tokelau,
Tonga, Tuvalu, Vanuatu

     

    
      
         

      

      
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