Common use of Commercial Licenses Clause in Contracts

Commercial Licenses. (a) Subject to the terms and conditions of this Agreement, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, an exclusive, irrevocable (except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except to pursuant to Section 17.5), perpetual (subject to fulfillment of the Monsanto Diligence Obligations set forth in Sections 5.10.1, 5.10.2, 5.10.3, and 5.10.4 and unless otherwise terminated in accordance with the terms hereof), royalty-bearing, worldwide license (with the right to sublicense and permit further sublicenses subject to Section 3.3), under the Evogene Patent Rights and Evogene Know-How, to (i) Commercially Exploit Collaboration Hits, their respective Collaboration Hit Homologs and Special Collaboration Hits, in all fields of use, and (ii) Commercially Exploit PlaNet Xxxx Xxxxxx and RePack Recommendations, but in the case of both (i) and (ii) solely for transgenic applications in the Monsanto Crops, and in the case of (ii), solely in connection with any Collaboration Hit Homolog belonging to the specific Collaboration Hit Set containing the specific Collaboration Hit Homolog for which Evogene delivered the Preferred Mode of Use which contained such PlaNet Xxxx Xxxxx or RePack Recommendation, as the case may be (the “Commercial License”). (b) Subject to the terms and conditions of this Agreement, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, a non-exclusive, irrevocable (except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except to pursuant to Section 17.5), perpetual (subject to fulfillment of the Monsanto Diligence Obligations set forth in Section 5.4.1, and unless otherwise terminated in accordance with the terms hereof), royalty-bearing, worldwide license (with the right to sublicense and permit further sublicenses subject to Section 3.3), under the Evogene Patent Rights and Evogene Know-How, to Commercially Exploit PlaNet Genes, their respective PlaNet Gene Homologs, in all fields of use, but in each case solely for transgenic applications in the Monsanto Crops and solely as part of the specific PlaNet Xxxx Xxxxx that was recommended by Evogene in the Preferred Mode of Use that included such PlaNet Gene, and which PlaNet Xxxx Xxxxx also contains (i) any Collaboration Hit Homolog belonging to the specific Collaboration Hit Set containing the specific Collaboration Hit Homolog, or (ii) the specific Special Collaboration Hit, in respect of which Evogene delivered such Preferred Mode of Use (the “PlaNet Genes License”). *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (c) Subject to the terms and conditions of this Agreement, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, a non-exclusive, irrevocable (except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except to pursuant to Section 17.5), perpetual (subject to fulfillment of the Monsanto Diligence Obligations set forth in Sections 5.10.1, 5.10.2, 5.10.3 and 5.10.4 and unless otherwise terminated in accordance with the terms hereof), non-royalty-bearing, worldwide license (with the right to sublicense and permit further sublicenses subject to Section 3.3, but specifically excluding the right to grant any Bare Sublicense thereof), under the Evogene Discovery Round Patent Rights, to Commercially Exploit Hits in all fields of use, but in each case solely for transgenic applications in the Monsanto Crops (the “Hit Non-Assert License”). It is understood that the Hit Non-Assert License in no way impairs Evogene’s right to receive Milestone Fees and Product Royalties on any Collaboration Hit Homologs. (d) Subject to the terms and conditions of this Agreement, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, a non-exclusive, irrevocable (except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except to pursuant to Section 17.5), perpetual (subject to fulfillment of the Monsanto Diligence Obligations set forth in Sections 5.10.1, 5.10.2, 5.10.3 and 5.10.4 and unless otherwise terminated in accordance with the terms hereof), non-royalty-bearing, worldwide license (with the right to sublicense and permit further sublicenses subject to Section 3.3, but specifically excluding the right to grant any Bare Sublicense thereof), under the Evogene G2P Round Patent Rights, to Commercially Exploit G2P Recommendations in all fields of use, but in each case solely for transgenic applications of Collaboration Hit Homologs or Special Collaboration Hits in the Monsanto Crops (the “G2P Non-Assert License”) (the Hit Non-Assert License and the G2P Non-Assert License shall hereinafter be collectively referred to as the “Non-Assert License”). It is understood that the G2P Non-Assert License in no way impairs Evogene’s right to receive Milestone Fees and Product Royalties on any Collaboration Hit Homologs, Special Collaboration Hits or Project G2P Recommendations.

Commercial Licenses. (a) Subject to the terms and conditions of this Agreement, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, an exclusive, irrevocable (except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except to pursuant to Section 17.5), perpetual (subject to fulfillment of the Monsanto Diligence Obligations set forth in Sections 5.10.15.6.1, 5.10.25.6.2, 5.10.35.6.3, and 5.10.4 5.6.4 and unless otherwise terminated in accordance with the terms hereof), royalty-bearing, worldwide license (with the right to sublicense and permit further sublicenses subject to Section 3.3), under the Evogene Patent Rights and Evogene Know-How, to (i) Commercially Exploit Collaboration Hits, their respective Collaboration Hit Homologs and Special Collaboration Hits, in all fields of use, and (ii) Commercially Exploit PlaNet Xxxx Xxxxxx and RePack Recommendations, but in the case of both (i) and (ii) solely for transgenic applications in the Monsanto Crops, and in the case of (ii), solely in connection with any Collaboration Hit Homolog belonging to the specific Collaboration Hit Set containing the specific Collaboration Hit Homolog for which Evogene delivered the Preferred Mode of Use which contained such PlaNet Xxxx Xxxxx or RePack Recommendation, as the case may be (the “Commercial License”). (b) Subject to the terms and conditions of this Agreement, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, a non-exclusive, irrevocable (except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except to pursuant to Section 17.5), perpetual (subject to fulfillment of the Monsanto Diligence Obligations set forth in Section 5.4.1, and unless otherwise terminated in accordance with the terms hereof), royalty-bearing, worldwide license (with the right to sublicense and permit further sublicenses subject to Section 3.3), under the Evogene Patent Rights and Evogene Know-How, to Commercially Exploit PlaNet Genes, their respective PlaNet Gene Homologs, in all fields of use, but in each case solely for transgenic applications in the Monsanto Crops and solely as part of the specific PlaNet Xxxx Xxxxx that was recommended by Evogene in the Preferred Mode of Use that included such PlaNet Gene, and which PlaNet Xxxx Xxxxx also contains (i) any Collaboration Hit Homolog belonging to the specific Collaboration Hit Set containing the specific Collaboration Hit Homolog, or (ii) the specific Special Collaboration Hit, in respect of which Evogene delivered such Preferred Mode of Use (the “PlaNet Genes License”). *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (c) Subject to . Collaboration Hit Set containing the terms and conditions specific Collaboration Hit Homolog for which Evogene delivered the Preferred Mode of this AgreementUse which contained such PlaNet Xxxx Xxxxx or RePack Recommendation, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, a non-exclusive, irrevocable (except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except to pursuant to Section 17.5), perpetual (subject to fulfillment of the Monsanto Diligence Obligations set forth in Sections 5.10.1, 5.10.2, 5.10.3 and 5.10.4 and unless otherwise terminated in accordance with the terms hereof), non-royalty-bearing, worldwide license (with the right to sublicense and permit further sublicenses subject to Section 3.3, but specifically excluding the right to grant any Bare Sublicense thereof), under the Evogene Discovery Round Patent Rights, to Commercially Exploit Hits in all fields of use, but in each case solely for transgenic applications in the Monsanto Crops may be (the “Hit Non-Assert Commercial License”). It is understood that the Hit Non-Assert License in no way impairs Evogene’s right to receive Milestone Fees and Product Royalties on any Collaboration Hit Homologs. (d) Subject to the terms and conditions of this Agreement, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, a non-exclusive, irrevocable (except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except to pursuant to Section 17.5), perpetual (subject to fulfillment of the Monsanto Diligence Obligations set forth in Sections 5.10.1, 5.10.2, 5.10.3 and 5.10.4 and unless otherwise terminated in accordance with the terms hereof), non-royalty-bearing, worldwide license (with the right to sublicense and permit further sublicenses subject to Section 3.3, but specifically excluding the right to grant any Bare Sublicense thereof), under the Evogene G2P Round Patent Rights, to Commercially Exploit G2P Recommendations in all fields of use, but in each case solely for transgenic applications of Collaboration Hit Homologs or Special Collaboration Hits in the Monsanto Crops (the “G2P Non-Assert License”) (the Hit Non-Assert License and the G2P Non-Assert License shall hereinafter be collectively referred to as the “Non-Assert License”). It is understood that the G2P Non-Assert License in no way impairs Evogene’s right to receive Milestone Fees and Product Royalties on any Collaboration Hit Homologs, Special Collaboration Hits or Project G2P Recommendations.

Commercial Licenses. (a) Subject to the terms and conditions of this Agreement, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, an exclusive, irrevocable (except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except to pursuant to Section 17.5), perpetual (subject to fulfillment of the Monsanto Diligence Obligations set forth in Sections 5.10.1, 5.10.2, 5.10.3, and 5.10.4 and unless otherwise terminated in accordance with the terms hereof), royalty-bearing, worldwide license (with the right to sublicense and permit further sublicenses subject to Section 3.3), under the Evogene Patent Rights and Evogene Know-How, to (i) Commercially Exploit Collaboration Hits, their respective Collaboration Hit Homologs and Special Collaboration Hits, in all fields of use, and (ii) Commercially Exploit PlaNet Xxxx Xxxxxx and RePack Recommendations, but in the case of both (i) and (ii) solely for transgenic applications in the Monsanto Crops, and in the case of (ii), solely in connection with any Collaboration Hit Homolog belonging to the specific Collaboration Hit Set containing the specific Collaboration Hit Homolog for which Evogene delivered the Preferred Mode of Use which contained such PlaNet Xxxx Xxxxx or RePack Recommendation, as the case may be (the “Commercial License”). (b) Subject to the terms and conditions of this Agreement, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, a non-exclusive, irrevocable (except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except to pursuant to Section 17.5), perpetual (subject to fulfillment of the Monsanto Diligence Obligations set forth in Section 5.4.1, and unless otherwise terminated in accordance with the terms hereof), royalty-bearing, worldwide license (with the right to sublicense and permit further sublicenses subject to Section 3.3), under the Evogene Patent Rights and Evogene Know-How, to Commercially Exploit PlaNet Genes, their respective PlaNet Gene Homologs, in all fields of use, but in each case solely for transgenic applications in the Monsanto Crops and solely as part of the specific PlaNet Xxxx Xxxxx that was recommended by Evogene in the Preferred Mode of Use that included such PlaNet Gene, and which PlaNet Xxxx Xxxxx also contains (i) any Collaboration Hit Homolog belonging to the specific Collaboration Hit Set containing the specific Collaboration Hit Homolog, or (ii) the specific Special Collaboration Hit, in respect of which Evogene delivered such Preferred Mode of Use (the “PlaNet Genes License”). *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. (c) Subject to the terms and conditions of this Agreement, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, a non-exclusive, *** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. irrevocable (except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except to pursuant to Section 17.5), perpetual (subject to fulfillment of the Monsanto Diligence Obligations set forth in Sections 5.10.1, 5.10.2, 5.10.3 and 5.10.4 and unless otherwise terminated in accordance with the terms hereof), non-royalty-bearing, worldwide license (with the right to sublicense and permit further sublicenses subject to Section 3.3, but specifically excluding the right to grant any Bare Sublicense thereof), under the Evogene Discovery Round Patent Rights, to Commercially Exploit Hits in all fields field of use, but in each case solely for transgenic applications in the Monsanto Crops (the “Hit Non-Assert License”). It is understood that the Hit Non-Assert License in no way impairs Evogene’s right to receive Milestone Fees and Product Royalties on any Collaboration Hit Homologs. (d) Subject to the terms and conditions of this Agreement, Evogene, on behalf of itself and its Affiliates, grants and agrees to grant to Monsanto and its Affiliates (in each case, so long as such Person remains an Affiliate of Monsanto), and Monsanto hereby accepts for itself and its Affiliates, a non-exclusive, irrevocable (except pursuant to termination or forfeiture as elsewhere set forth herein), non-transferable (except to pursuant to Section 17.5), perpetual (subject to fulfillment of the Monsanto Diligence Obligations set forth in Sections 5.10.1, 5.10.2, 5.10.3 and 5.10.4 and unless otherwise terminated in accordance with the terms hereof), non-royalty-bearing, worldwide license (with the right to sublicense and permit further sublicenses subject to Section 3.3, but specifically excluding the right to grant any Bare Sublicense thereof), under the Evogene G2P Round Patent Rights, to Commercially Exploit G2P Recommendations in all fields field of use, but in each case solely for transgenic applications of Collaboration Hit Homologs or Special Collaboration Hits in the Monsanto Crops (the “G2P Non-Assert License”) (the Hit Non-Assert License and the G2P Non-Assert License shall hereinafter be collectively referred to as the “Non-Assert License”). It is understood that the G2P Non-Assert License in no way impairs Evogene’s right to receive Milestone Fees and Product Royalties on any Collaboration Hit Homologs, Special Collaboration Hits or Project G2P Recommendations.