Common use of ASSIGNABILITY AND CHANGE IN CONTROL Clause in Contracts

ASSIGNABILITY AND CHANGE IN CONTROL. (a) The rights acquired herein by DEKALB are not assignable or transferable in whole or part (by operation of law or otherwise) to any third party without the prior written consent of MONSANTO, except as provided in Subsection 10.06(d). (b) The rights acquired herein by MONSANTO are not assignable or transferable in whole or part (by operation of law or otherwise) to any third party without the prior written consent of DEKALB, except as provided in Subsection 10.06(e). (c) Any transfer, assignment or delegation made or attempted in violation of this Subsection 10.06 shall be void ab initio and of no effect. (d) Upon any change in control of DEKALB (by acquisition, merger, consolidation or otherwise) resulting in, direct or indirect, ownership of the voting stock of DEKALB at a level of greater than fifty percent (50%) by a single entity or by two or more entities acting together or, control as a consequence of a shareholder agreement, joint venture agreement or other agreement, DEKALB may assign its rights hereunder to any such successor(s) in interest; Upon any such change of control, payments under Subsection 4.02(c) shall [***] of the ROUNDUP READY(R) Gene Agreement Revenue, and (ii) [***] and if Subsection 4.03 is applicable, DEKALB would receive [***] of the royalty and other consideration. This Subsection 10.06(d) shall not apply to any such change in control in which Monsanto becomes the controlling party. (e) Upon any change in control of MONSANTO (by acquisition, merger, consolidation or otherwise) resulting in, direct or indirect, ownership of the voting stock

ASSIGNABILITY AND CHANGE IN CONTROL. (a) The rights acquired herein by DEKALB are not assignable or transferable in whole or part (by operation of law or otherwise) to any third party without the prior written consent of MONSANTO, except as provided in Subsection 10.06(d). (b) The rights acquired herein by MONSANTO are not assignable or transferable in whole or part (by operation of law or otherwise) to any third party without the prior written consent of DEKALB, except as provided in Subsection 10.06(e). (c) Any transfer, assignment or delegation made or attempted in violation of this Subsection 10.06 12.06 shall be void ab initio and of no effect. (d) Upon Subject to the provisions of Subsection 9.05(b), upon any change in control of DEKALB (by acquisition, merger, consolidation or otherwise) resulting in, direct or indirect, ownership of the voting stock of DEKALB at a level of greater than fifty percent (50%) by a single entity or by two or more entities acting together or, control as a consequence of a shareholder agreement, joint venture agreement or other agreement, MONSANTO can terminate this Agreement within ninety (90) days of receiving notice of such change, provided however, that any existing Collaborative Efforts shall continue for one year, unless otherwise mutually agreed by the parties. Upon any change in control, MONSANTO's payment obligation to DEKALB may assign (or its rights hereunder to any such successor(s) successor in interest; Upon any such change of control, payments under Subsection 4.02(c) shall [***] be adjusted as follows: (i) DEKALB's share of the ROUNDUP READY(R) Gene Agreement Revenue, and (ii) Value from any on-going Collaborative Effort shall be [***] and MONSANTO's share shall be [***] i.e., if DEKALB's share had been [***] it shall be [***] and MONSANTO's share shall be [***] (ii) to the extent necessary to adjust the revenue shares, Subsection 4.03 5.02 shall automatically be amended as follows: (a) the Value received with regard to a Collaborative Effort typically shall be distributed [***] to DEKALB, [***] to MONSANTO (Subsection 5.02(a)); (b) the parties may mutually agree, on a case-by-case basis, that MONSANTO may receive [***] or that DEKALB may receive [***] with the other party taking the remainder (Subsection 5.02(a)(i)); (c) if the Collaborative Effort also is applicablean Existing Project of only MONSANTO, DEKALB would the parties may mutually agree, on a case-by-case basis, that MONSANTO may receive [***] of the value, and if the Collaborative Effort also is an Existing Project of only DEKALB, the parties may mutually agree, on a case-by-case basis, that DEKALB may receive [***] of the value, with the other party taking the remainder in either case (Subsection 5.02(a)(ii)); and (iii) any royalty and other considerationpayable to MONSANTO as grantee of a license under Subsection 5.01 shall [***] (Subsection 5.01(d)); any royalty payable by MONSANTO as grantor of a license under Subsection 5.01 shall [***] (Subsection 5.01(d)). This Subsection 10.06(d) shall not apply to any such change in control in which Monsanto becomes the controlling party. (e) Upon Subject to the provisions of Subsection 9.05(b), upon any change in control of MONSANTO (by acquisition, merger, consolidation or otherwise) resulting in, direct or indirect, ownership of MONSANTO at a level of greater than fifty percent (50%) by a single entity or by two or more entities acting together or, control as a consequence of a shareholder agreement, joint venture agreement or other agreement, DEKALB can terminate this Agreement within ninety (90) days of receiving notice of such change, provided however, that any existing Collaborative Efforts shall continue for one year, unless otherwise mutually agreed by the voting stockparties. . Upon any change in control, DEKALB's payment obligation to MONSANTO (or its successor in interest) shall be adjusted as follows: (i) DEKALB's share of Value from any on-going Collaborative Effort shall be [***] and MONSANTO's share shall be [***] i.e., if DEKALB's share had been [***] it shall be [***] and MONSANTO's share shall be [***] (ii) to the extent necessary to adjust the revenue shares, Subsection 5.02 shall automatically be amended as follows: (a) the Value received with regard to a Collaborative Effort typically shall be distributed [***] to DEKALB, [***] to MONSANTO (Subsection 5.02(a)); (b) the parties may mutually agree, on a case-by-case basis, that MONSANTO may receive [***] or that DEKALB may receive [***] with the other party taking the remainder (Subsection 5.02(a)(i));

ASSIGNABILITY AND CHANGE IN CONTROL. (a) The rights acquired herein by DEKALB are not assignable or transferable in whole or part (by operation of law or otherwise) to any third party without the prior written consent of MONSANTO, except as provided in Subsection 10.06(d). (b) The rights acquired herein by MONSANTO are not assignable or transferable in whole or part (by operation of law or otherwise) to any third party without the prior written consent of DEKALB, except as provided in Subsection 10.06(e). (c) Any transfer, assignment or delegation made or attempted in violation of this Subsection 10.06 shall be void ab initio and of no effect. (d) Upon any change in control of DEKALB (by acquisition, merger, consolidation or otherwise) resulting in, direct or indirect, ownership of the voting stock of DEKALB at a level of greater than fifty percent (50%) % by a single entity or by two or more entities acting together or, control as a consequence of a shareholder agreement, joint venture agreement or other agreement, DEKALB may assign its rights hereunder to any such successor(s) in interest; Upon any such change of in control, payments under Subsection 4.02(cMONSANTO's payment obligation to DEKALB (or its successor in interest) shall be changed as follows: (i) Subsection 4.01(a) shall be modified so that the term [***] of shall replace the ROUNDUP READY(R) Gene Agreement Revenue, and term [***] (ii) Subsection 4.01(b) shall be modified so that the terms [***] and if Subsection 4.03 is applicable, DEKALB would receive [***] of shall replace the royalty terms [***] and other consideration[***] respectively; and (iii) Subsection 4.02(b) shall be modified so that the term [***] shall replace the term [***]. This Subsection 10.06(d) shall not apply to any such change in control in which Monsanto becomes the controlling party. (e) Upon any change in control of MONSANTO (by acquisition, merger, consolidation or otherwise) resulting in, direct or indirect, ownership of the voting stockstock of MONSANTO at a level of greater than 50% by a single entity or by two or more entities acting (i) Subsection 4.01(a) shall be modified so that the term [***] shall replace the term [***] (ii) Subsection 4.01(b) shall be modified so that the terms [***] and [***] shall replace the terms [***] and [***], respectively; and (iii) Subsection 4.02(b) shall be modified so that the term [***] shall replace the term [***].

ASSIGNABILITY AND CHANGE IN CONTROL. (a) The rights acquired herein by DEKALB are not assignable or transferable in whole or part (by operation of law or otherwise) to any third party without the prior written consent of MONSANTO, except as provided in Subsection 10.06(d10.06 (c). (b) The rights acquired herein by MONSANTO are not assignable or transferable in whole or part (by operation of law or otherwise) to any third party without the prior written consent of DEKALB, except as provided in Subsection 10.06(e). (c) Any transfer, assignment or delegation made or attempted in violation of this Subsection 10.06 shall be void ab initio and of no effect. (dc) Upon any change in control of DEKALB (by acquisition, merger, consolidation or otherwise) resulting in, direct or indirect, ownership of the voting stock of DEKALB at a level of greater than fifty percent (50%) by a single entity or by two or more entities acting together or, control as a consequence of a shareholder agreement, joint venture agreement or other agreement, DEKALB may assign its rights hereunder to any such successor(s) in interest; Upon any such change of in control, the payments under Subsection 4.02(c) 4.01 shall [***] of the ROUNDUP READY(R) Gene Grower Agreement Revenue, and (ii) [***] and if Subsection 4.03 4.09 is applicable, DEKALB MONSANTO would receive [***] of the royalty and other consideration. This Subsection 10.06(d) shall not apply to any such change in control in which Monsanto becomes the controlling party. (ed) Upon any change in control of MONSANTO (by acquisition, merger, consolidation or otherwise) resulting in, direct or indirect, ownership of the voting stockstock of MONSANTO at a level of greater than fifty percent (50%) by a single entity or by two or more entities acting together or, control as a consequence of a shareholder agreement, joint venture agreement or other agreement, MONSANTO may assign its rights hereunder to any such successor(s) in interest; Upon any such change in control, payments under Subsection 4.01 shall [***] of the Grower Agreement Revenue, and (ii) [***] and if Subsection 4.09 is applicable, MONSANTO would receive [***] of the royalty and other consideration. (e) This Subsection shall not apply to any such change in control in which MONSANTO becomes the controlling party.