Common use of Consideration for License Clause in Contracts

Consideration for License. 4.1 In partial consideration for the rights granted hereunder, NOBLE agrees to prepare and file, or have prepared and filed, any and all applications in the name of UGARF for plant variety rights for the Licensed Variety in the United States and, at NOBLE’s discretion, in any other jurisdiction. 4.1.1 UGARF shall have a right to review any such filing made under this paragraph prior to its submission and be informed of all actions relating to such filings. 4.1.2 NOBLE shall be responsible for any and all fees and expenses incurred in filing, examining, certifying and maintaining any such plant variety rights. 4.1.3 If NOBLE intends to abandon any plant variety rights, pending or otherwise in any jurisdiction, NOBLE shall first give sufficient written notice to UGARF to permit UGARF the opportunity to assume such filing, examination and/or maintenance without prejudice. 4.1.4 Any application for plant variety rights shall reflect the complete name of the Licensed Variety. In consultation with UGARF, a preferred name for the Licensed Variety will be determined under which the seed will be marketed and sold. NOBLE shall be responsible for any and all fees and expenses in obtaining any trademarks or other registrations to secure or reserve such preferred name. NOBLE shall be responsible for the registration or reservation of such preferred name, wherein NOBLE and/or the primary marketer of the Licensed Variety shall be the owner(s) of the same. 4.2 In partial consideration for the rights granted hereunder, NOBLE agrees to pay to UGARF [***] of any and all remuneration it receives from its Sublicensees, excluding royalties based on the Net Selling Price. 4.3 In partial consideration for the rights granted hereunder, NOBLE agrees to pay to UGARF for any sales made by NOBLE, any Affiliated Company, and any Sublicensees for seed of the LICENSED VARIETY, a royalty of: (a) [***] of the Net Selling Price for the naked seed weight (exclusive of any coating materials that may be applied) of all Commercial Seed of the Licensed Variety sold in the United States in that calendar year up to and including two million (2,000,000) lbs; (b) [***] of the Net Selling Price for the naked seed weight (exclusive of any coating materials that may be applied) of all Commercial Seed of the Licensed Variety sold in the United States in that calendar year in excess of two million (2,000,000) lbs and up to three million (3,000,000) lbs; (c) [***] of the NET SELLING PRICE for the naked seed weight (exclusive of any coating materials that may be applied) of all Commercial Seed of the Licensed Variety sold in the United States in that calendar year in excess of three million (3,000,000) lbs and up to four and a half million (4,500,000) lbs; and (d) [***] of the Net Selling Price for the naked seed weight (exclusive of any coating materials that may be applied) of all Commercial Seed of the Licensed Variety sold in the United States in that calendar year in excess of four and a half million (4,500,000) lbs.

Consideration for License. 4.1 In partial consideration for the rights granted hereunder, NOBLE agrees to prepare and file, or have prepared and filed, any and all applications in the name of UGARF for plant variety rights for the Licensed Variety in the United States and, at NOBLE’s discretion, in any other jurisdiction. 4.1.1 UGARF shall have a right to review any such filing made under this paragraph prior to its submission and be informed of all actions relating to such filings. 4.1.2 NOBLE shall be responsible for any and all fees and expenses incurred in filing, examining, certifying and maintaining any such plant variety rights. 4.1.3 If NOBLE intends to abandon any plant variety rights, pending or otherwise otherwise, in any jurisdiction, NOBLE shall first give sufficient ninety (90) days written notice to UGARF to permit UGARF the opportunity to assume such filing, examination and/or maintenance without prejudice. 4.1.4 Any application for plant variety rights shall reflect the complete name of the Licensed Variety. In consultation with UGARF, a preferred name for the Licensed Variety will be determined under which the seed will be marketed and sold. NOBLE shall be responsible for any and all fees and expenses in obtaining any trademarks or other registrations to secure or reserve such preferred name. NOBLE shall be responsible for the registration or reservation of such preferred name, wherein NOBLE and/or the primary marketer of the Licensed Variety shall be the owner(s) of the same. 4.2 In partial consideration for the rights granted hereunder, NOBLE agrees to pay to UGARF [***] of any and all remuneration it receives from its Sublicensees, excluding royalties based paid by Sublicensees on the Net Selling PricePrice under Paragraph 4.3. 4.3 In partial consideration for the rights granted hereunder, NOBLE agrees to pay to UGARF for any sales made by NOBLE, any Affiliated Company, and any Sublicensees for seed of the LICENSED VARIETY, a royalty of: (a) of [***] of the Net Selling Price for the naked seed weight (exclusive of any coating materials that may be applied) of all Commercial Seed of the Licensed Variety sold in the United States in that calendar year up to and including two million (2,000,000) lbs; (b) [***] of the Net Selling Price for the naked seed weight (exclusive of any coating materials that may be applied) of all Commercial Seed of the Licensed Variety sold in the United States in that calendar year in excess of two million (2,000,000) lbs and up to three million (3,000,000) lbs; (c) [***] of the NET SELLING PRICE for the naked seed weight (exclusive of any coating materials that may be applied) of all Commercial Seed of the Licensed Variety sold in the United States in that calendar year in excess of three million (3,000,000) lbs and up to four and a half million (4,500,000) lbs; and (d) [***] of the Net Selling Price for the naked seed weight (exclusive of any coating materials that may be applied) of all Commercial Seed of the Licensed Variety sold in the United States in that calendar year in excess of four and a half million (4,500,000) lbsVariety.

Consideration for License. 4.1 3.1 In partial consideration for of Licensor’s grant of the rights granted hereunderlicense to the Licensed Patents, NOBLE agrees Know-how, Technical Data, and any Improvements, Licensee will issue and deliver the Shares to prepare Licensor upon execution of this Agreement, and fileas provided in the Stock Purchase Agreement. Licensee will issue and deliver from time to time during the License Term such additional shares of common stock as necessary to maintain in Licensor’s name such percentage of all issued and outstanding shares of common stock in Licensee. Licensee will not authorize or issue any additional class of stock, or have prepared and filedany security convertible into any class of stock, any and all applications in during the name License Term, without the prior written consent of UGARF for plant variety rights for the Licensed Variety in the United States and, at NOBLE’s discretion, in any other jurisdictionLicensor. 4.1.1 UGARF shall have 3.2 In addition to the Shares to be issued and delivered to Licensor pursuant to Section 3.1, Licensee will pay to Licensor during the License Term a right monthly royalty (“Royalty”) equal to review any such filing made under this paragraph prior to its submission and be informed 4% of all actions gross revenues received by Licensee and arising from or relating to such filings. 4.1.2 NOBLE shall be responsible for any servicing, selling, distributing, and all fees and expenses incurred in filing, examining, certifying and maintaining any such plant variety rights. 4.1.3 If NOBLE intends to abandon any plant variety rights, pending or otherwise in any jurisdiction, NOBLE shall first give sufficient written notice to UGARF to permit UGARF the opportunity to assume such filing, examination and/or maintenance without prejudice. 4.1.4 Any application for plant variety rights shall reflect the complete name other commercialization of the Licensed VarietyProducts. In consultation with UGARF, a preferred name for the Licensed Variety Royalties will be determined under which due and payable on the seed tenth (10th) day of each month during the License Term. Royalty payments will be marketed made by Licensee by wire transfer or check. Each Royalty Payment will be accompanied by a written report itemizing completely and soldaccurately all payments received by Licensee and arising from or relating to servicing, selling, distributing, and other commercialization of Licensed Products during the respective month. NOBLE shall be responsible for Within ten (10) days of receipt, Licensor may object to any and all fees and expenses entry contained in obtaining the report, in which case it will within such ten (10) days provide Licensee written notice specifying any trademarks or other registrations objections to secure or reserve thereto. The parties will attempt to resolve any such preferred name. NOBLE shall be responsible for the registration or reservation objections within ten (10) days following Licensee’s receipt of such preferred namewritten notice and, wherein NOBLE and/or if unable to do so within such time period, the primary marketer of parties will submit the Licensed Variety shall be the owner(s) of the same. 4.2 In partial consideration for the rights granted hereunder, NOBLE agrees to pay to UGARF [***] of any and all remuneration it receives from its Sublicensees, excluding royalties based on the Net Selling Price. 4.3 In partial consideration for the rights granted hereunder, NOBLE agrees to pay to UGARF for any sales made by NOBLE, any Affiliated Company, and any Sublicensees for seed of the LICENSED VARIETY, a royalty of: (a) [***] of the Net Selling Price for the naked seed weight (exclusive of any coating materials that may be applied) of all Commercial Seed of the Licensed Variety sold matter arbitration in the United States manner described in Section 13 of this Agreement, provided that calendar year up Licensor will be entitled to and including two million (2,000,000) lbs; (b) [***] of the Net Selling Price for the naked seed weight (exclusive of retain any coating materials that may be applied) of all Commercial Seed of the Licensed Variety sold in the United States in that calendar year in excess of two million (2,000,000) lbs and up Royalty payment made to three million (3,000,000) lbs; (c) [***] of the NET SELLING PRICE for the naked seed weight (exclusive of it by Licensee without prejudice to any coating materials that may be applied) of all Commercial Seed of the Licensed Variety sold in the United States in that calendar year in excess of three million (3,000,000) lbs and up objection or claim submitted to four and a half million (4,500,000) lbs; and (d) [***] of the Net Selling Price for the naked seed weight (exclusive of any coating materials that may be applied) of all Commercial Seed of the Licensed Variety sold in the United States in that calendar year in excess of four and a half million (4,500,000) lbsarbitration.