THEIR CHOICE REGARDING THIS AGREEMENT,
AND EACH ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT SHALL NOT BE DEEMED TO HAVE
BEEN DRAFTED BY ONE PARTY OR ANOTHER AND SHALL BE CONSTRUED ACCORDINGLY.
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11.10
OTHER OBLIGATIONS.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT
OR AS SEPARATELY AGREED UPON IN WRITING BETWEEN SENESCO AND MONSANTO, EACH PARTY
SHALL BEAR ITS OWN COSTS INCURRED IN CONNECTION WITH THE IMPLEMENTATION OF THE
OBLIGATIONS UNDER THIS AGREEMENT.
11.11
SEVERABILITY.
IF ANY PROVISIONS OF THIS AGREEMENT ARE DETERMINED TO
BE INVALID OR UNENFORCEABLE BY AN ARBITRATOR OR COURT OF COMPETENT JURISDICTION,
THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT WITHOUT
SAID PROVISION.
THE PARTIES SHALL IN GOOD FAITH NEGOTIATE A SUBSTITUTE CLAUSE
FOR ANY PROVISION DECLARED INVALID OR UNENFORCEABLE, WHICH SHALL MOST NEARLY
APPROXIMATE THE INTENT OF THE PARTIES IN ENTERING THIS AGREEMENT.
11.12
FURTHER ASSURANCES.
AT ANY TIME OR FROM TIME TO TIME ON AND AFTER
THE DATE OF THIS AGREEMENT, EITHER PARTY SHALL AT THE REQUEST OF THE OTHER PARTY
(I) DELIVER TO THE REQUESTING PARTY SUCH RECORDS, DATA OR OTHER DOCUMENTS
CONSISTENT WITH THE PROVISIONS OF THIS AGREEMENT, (II) EXECUTE, AND DELIVER OR
CAUSE TO BE DELIVERED, ALL SUCH CONSENTS, DOCUMENTS OR FURTHER INSTRUMENTS OF
ASSIGNMENT, TRANSFER OR LICENSE, AND (III) TAKE OR CAUSE TO BE TAKEN ALL SUCH
ACTIONS, AS THE REQUESTING PARTY MAY REASONABLY DEEM NECESSARY OR DESIRABLE IN
ORDER FOR THE REQUESTING PARTY TO OBTAIN THE FULL BENEFITS OF THIS AGREEMENT AND
THE TRANSACTIONS CONTEMPLATED HEREBY.
11.13
APPROVALS.
MONSANTO SHALL BE RESPONSIBLE, AT ITS EXPENSE, FOR
OBTAINING ANY APPROVALS FROM THE GOVERNMENTAL ENTITIES WHICH MAY BE REQUIRED
UNDER APPLICABLE LAW FOR THE COMMERCIAL EXPLOITATION OF PRODUCTS.
11.14
ENTIRE AGREEMENT.
THIS AGREEMENT TOGETHER WITH THE EXHIBIT HERETO
CONSTITUTES THE ENTIRE AGREEMENT, BOTH WRITTEN OR ORAL, WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS
UNDERSTANDINGS OR AGREEMENTS, WHETHER WRITTEN OR ORAL, BETWEEN MONSANTO AND
SENESCO WITH RESPECT TO SUCH SUBJECT MATTER.
11.15
HEADINGS.
THE HEADINGS TO THE SECTIONS HEREOF ARE NOT A PART OF
THIS AGREEMENT, BUT ARE INCLUDED MERELY FOR CONVENIENCE OF REFERENCE ONLY AND
SHALL NOT AFFECT ITS MEANING OR INTERPRETATION.
11.16
CONSTRUCTION.
WHENEVER EXAMPLES ARE USED IN THIS AGREEMENT WITH THE
WORDS "INCLUDING," "FOR EXAMPLE," "E.G.," "SUCH AS," "ETC." OR ANY DERIVATION OF
SUCH WORDS, SUCH EXAMPLES ARE INTENDED TO BE ILLUSTRATIVE AND NOT LIMITING.
11.17
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN TWO COUNTERPARTS
AND BY FACSIMILE, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND WHICH TOGETHER
SHALL CONSTITUTE ONE INSTRUMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their authorized representatives effective as of the Effective Date.
MONSANTO COMPANY
SENESCO TECHNOLOGIES, INC.
By:
/s/ Robert T. Fraley
By:
/s/ Bruce C. Galton
Its:
EVP and Chief Technology Officer
Its:
President and Chief Executive Officer
Date of Execution:
8/06/07
Date of Execution:
8/06/07
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EXHIBIT A
***
Exhibit A 1