Senesco Patent Rights
under the terms of this Agreement.
5.2.2
PATENT ENFORCEMENT.
IN THE EVENT THAT EITHER PARTY BECOMES AWARE
OF ANY INFRINGEMENT OF THE SENESCO PATENT RIGHTS OR ASSERTION THEREOF WITHIN THE
MONSANTO FIELD, IT SHALL PROMPTLY AND IN ANY CASE BEFORE TAKING ANY ACTION
THEREON NOTIFY THE OTHER PARTY, AND THE PARTIES SHALL MEET AND CONFER REGARDING
THE APPROPRIATE ACTION TO BE TAKEN IN RESPECT THEREOF.
FOR ANY ENFORCEMENT OF
THE SENESCO PATENT RIGHTS PERTAINING TO THE MONSANTO FIELD (TO WHICH MONSANTO
HAS RETAINED ITS EXCLUSIVE LICENSE), MONSANTO SHALL HAVE THE FIRST OPTION TO
ENFORCE THE SENESCO PATENT RIGHTS.
IF MONSANTO CHOOSES TO ENFORCE SAID RIGHTS,
EXCEPT AS PROVIDED FOR IN THE FOLLOWING SENTENCE, MONSANTO WILL ASSUME FULL
CONTROL OF SUCH MATTER, AT ITS OWN COST.
TO THE EXTENT THAT SENESCO PATENT
RIGHTS OUTSIDE OF THE MONSANTO FIELD ARE IMPLICATED OR AT RISK, SENESCO WILL BE
GIVEN THE OPPORTUNITY TO PARTICIPATE, AT ITS OWN COST IN THE DEFENSE OF ANY
VALIDITY OR ENFORCEABILITY OF ONE OR MORE OF THE SENESCO PATENT RIGHTS, AND
SENESCO SHALL RETAIN FULL CONTROL OF ALL DECISIONS REGARDING THE VALIDITY AND
ENFORCEABILITY OF THOSE RIGHTS.
ANY AND ALL LOST PROFITS DAMAGES AWARDS
RESULTING FROM ANY ENFORCEMENT ACTION PURSUED BY MONSANTO WITHIN THE MONSANTO
FIELD, AS PROVIDED ABOVE SHALL BE RETAINED BY MONSANTO. IF MONSANTO DECLINES TO
ASSUME CONTROL, SENESCO SHALL RETAIN CONTROL OF SUCH MATTER AND SHALL BE SOLELY
RESPONSIBLE FOR ALL DECISIONS AND COSTS RELATED TO THE MATTER, AND SHALL ALSO
OWN ANY DAMAGES OBTAINED THEREFROM.
SENESCO AGREES TO ASSIST AND COOPERATE WITH
MONSANTO AS MAY BE REQUIRED IN ORDER TO PERFECT MONSANTO'S INTERESTS HEREUNDER
AND TO FACILITATE MONSANTO'S ENFORCEMENT OF THE SENESCO PATENT RIGHTS SENESCO
ACKNOWLEDGES THAT IT MAY BE A NECESSARY PARTY TO ANY ACTION BROUGHT BY MONSANTO
ARISING FROM ENFORCEMENT OF THE SENESCO PATENT RIGHTS, AND SENESCO WILL PROVIDE
SUCH ASSISTANCE AND COOPERATION FOR ITS PARTICIPATION IN SUCH PROCEEDINGS.
MONSANTO AGREES TO REIMBURSE SENESCO ANY REASONABLE AND NECESSARY DOCUMENTED OUT
OF POCKET EXPENSES SENESCO MAY INCUR FOR THE AFOREMENTIONED ASSISTANCE.
5.2.3
DEFENSE AGAINST THIRD PARTY INFRINGEMENT.
IN THE EVENT EITHER PARTY IS
SUED FOR INFRINGEMENT OF A THIRD PARTY PATENT BASED IN WHOLE OR IN PART ON USE
OF THE SENESCO TECHNOLOGY OR THE SENESCO PATENT RIGHTS, EACH PARTY WILL RETAIN
CONTROL OF ITS OWN DEFENSE AND BEAR ITS OWN COST OF DEFENSE.
MONSANTO ASSUMES
FULL LIABILITY FOR ANY DAMAGES ASSESSED OR AWARDED BASED UPON MONSANTO'S MAKING,
USING, SELLING, OFFERING TO SELL, OR IMPORTING PRODUCTS OR ROYALTY BASE
PRODUCTS.
6.
REPRESENTATIONS, WARRANTIES AND COVENANTS; DISCLAIMERS.
6.1
Representations and Warranties.
6.1.1
BY SENESCO.
SENESCO REPRESENTS, WARRANTS AND COVENANTS TO MONSANTO
THAT (I) IT HAS THE FULL RIGHT AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND
GRANT THE RIGHTS AND LICENSES GRANTED HEREIN; (II) AS OF THE EFFECTIVE DATE AND
TO THE KNOWLEDGE OF SENESCO, THERE ARE NO
8
EXISTING OR THREATENED ACTIONS, SUITS OR CLAIMS PENDING AGAINST IT WITH RESPECT
TO THE LICENSE GRANTED HEREUNDER, OR ITS RIGHT TO ENTER