§ 365(N)(1)(B) SHALL NOT BE CONSTRUED BY EITHER
PARTY OR BY A COURT AS A TERMINATION OF THE AGREEMENT BY MONSANTO UNDER 11
U.S.C. § SECTION 365(N)(1)(A).
9.6
SURVIVAL.
SECTIONS 1, 2.1, 2.2, 2.5, 3.1(A), 3.1(A) 3.3, 4, 5.1,
6, 7, 8, 9.4, 9.5, 9.6, 10 AND 11 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF
THIS AGREEMENT.
10.
DISPUTE RESOLUTION.
10.1
IF A DISPUTE ARISES OUT OF OR RELATES TO THIS AGREEMENT OR A BREACH
THEREOF, THE PARTIES SHALL FIRST TRY TO RESOLVE THEIR DISPUTE THROUGH INFORMAL
AND GOOD FAITH NEGOTIATION BETWEEN THE CHIEF EXECUTIVE OFFICER OF SENESCO AND
THE EXECUTIVE VICE PRESIDENT OF TECHNOLOGY OF MONSANTO.
IF SAID OFFICERS CANNOT
RESOLVE THE DISPUTE WITHIN THREE BUSINESS DAYS, THEN THE PARTIES
11
AGREE FIRST TO TRY IN GOOD FAITH TO SETTLE THE DISPUTE BY MEDIATION UNDER THE
COMMERCIAL MEDIATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, BEFORE
RESORTING TO ARBITRATION, LITIGATION, OR SOME OTHER DISPUTE RESOLUTION
PROCEDURE.
11.
MISCELLANEOUS.
11.1
GOVERNING LAW.
THIS AGREEMENT AND ANY DISPUTE ARISING FROM THE
PERFORMANCE OR BREACH HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF MISSOURI APPLICABLE TO CONTRACTS ENTERED
INTO AND PERFORMED IN MISSOURI BY RESIDENTS THEREOF, EXCEPT IN RESPECT OF
MATTERS ARISING UNDER PATENT LAW, WHICH MATTERS SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH TITLE 35, UNITED STATES CODE, AND PATENT LAW AS
INTERPRETED BY THE U.S. COURT OF APPEALS FOR THE FEDERAL CIRCUIT AND THE U.S.
SUPREME COURT.
ANY ACTION OR LAWSUIT BROUGHT RELATING TO THIS AGREEMENT SHALL
BE BROUGHT IN THE STATE AND FEDERAL COURTS OF ST. LOUIS, MISSOURI, AND ANY
OBJECTION TO VENUE OR PERSONAL JURISDICTION IN SUCH COURTS IS HEREBY IRREVOCABLY
WAIVED.
11.2
WAIVER.
NEITHER PARTY MAY WAIVE OR RELEASE ANY OF ITS RIGHTS OR
INTERESTS IN THIS AGREEMENT EXCEPT IN WRITING.
THE FAILURE OF EITHER PARTY TO
ASSERT A RIGHT HEREUNDER OR TO INSIST UPON COMPLIANCE WITH ANY TERM OR CONDITION
OF THIS AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF THAT RIGHT OR EXCUSE A
SIMILAR SUBSEQUENT FAILURE TO PERFORM ANY SUCH TERM OR CONDITION.
11.3
AMENDMENT.
THIS AGREEMENT MAY BE MODIFIED OR AMENDED ONLY PURSUANT
TO A WRITING EXECUTED BY BOTH PARTIES.
11.4
ASSIGNMENT.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THIS AGREEMENT
AND THE LICENSES GRANTED HEREIN SHALL NOT BE ASSIGNABLE BY EITHER PARTY TO ANY
THIRD PARTY HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO,
PROVIDED, HOWEVER, MONSANTO MAY ASSIGN THIS AGREEMENT, WITHOUT SUCH CONSENT,
TO AN AFFILIATE, UPON A CHANGE OF CONTROL, OR IN CONNECTION WITH THE
REORGANIZATION, CONSOLIDATION, SPIN-OFF, SALE OR TRANSFER OF SUBSTANTIALLY ALL
OF THE STOCK OR ASSETS RELATED TO THAT PORTION OF ITS BUSINESS PERTAINING TO THE
SUBJECT MATTER OF THIS AGREEMENT, EITHER ALONE OR IN CONJUNCTION WITH OTHER
BUSINESSES AS PART OF AN OVERALL REORGANIZATION.
THE TERMS AND CONDITIONS OF
THIS AGREEMENT SHALL BE BINDING ON AND INURE TO THE BENEFIT OF THE PERMITTED
SUCCESSORS AND ASSIGNS OF THE PARTIES.
11.5
NOTICES.
ALL NOTICES, REQUESTS AND