Common use of Defense or Enforcement Clause in Contracts

Defense or Enforcement. If either party becomes aware of any infringement in a Monsanto Crop of the Evogene Patent Rights or assertion thereof in respect of a Collaboration Hit Homolog, Special Collaboration Hit, PlaNet Xxxx Xxxxx or RePack Recommendation as to which the Exclusive Research License, Commercial License, PlaNet Genes License and/or Non-Assert License shall then be in effect, or of any assertion that a Product infringes or violates the Intellectual Property rights of a Third Party (collectively, an “Evogene Defense or Enforcement Matter”), it shall promptly and in any case before taking any action thereon notify the other party, and the parties shall confer regarding the appropriate action to be taken in respect thereof. Monsanto shall have the sole right to Control, and to be responsible for, all decisions and costs related to any Evogene Defense or Enforcement Matter (only for so long as Monsanto’s Research License, Commercial License, PlaNet Genes License and/or Non-Assert License to the applicable Collaboration Hit Homologs or Special Collaboration Hit remains in force), and shall also own any damages (including in-kind consideration) obtained therefrom, subject to payment of Product Royalties to Evogene pursuant to Section 6.5.1, on an appropriate share of the product sales underlying the damages actually paid. Monsanto’s aforementioned *** 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. right to Control shall include the right to enter into any settlement involving the Evogene Patent Rights without Evogene’s consent, but only to the extent that the terms and conditions of such settlement have effect solely with regard to the use of such Collaboration Hit Homologs,, Special Collaboration Hits, PlaNet Xxxx Xxxxx and RePack Recommendation in the Monsanto Crops as to which Monsanto has a Commercial License to Commercially Exploit such Collaboration Hit Homologs and Special Collaboration Hits, and do not materially and adversely affect the scope, validity, enforceability or Evogene’s interest in the Evogene Patent Rights. Evogene shall not unreasonably withhold its consent to any such settlement for which such consent is required. Evogene agrees to assist and cooperate with Monsanto, at Monsanto’s sole cost and expense, as may be reasonably required in order to facilitate Monsanto’s enforcement and defense of the Evogene Defense or Enforcement Matter. Evogene acknowledges that it may be a necessary party to any Evogene Defense or Enforcement Matter action brought by or against Monsanto, and that the assistance and cooperation agreed to under this provision may require its reasonable participation in such proceedings, at Monsanto’s sole cost and expense. Monsanto will keep Evogene reasonably informed of any actions or suits pursuant to this Section 9.2.1, and will take into account the interests of Evogene and Evogene’s licensees. Monsanto shall consult with Evogene regarding any Evogene Defense or Enforcement Matter and without limiting Monsanto’s right to Control such matter, shall consider Evogene’s interests in determining how to handle such matter.

Defense or Enforcement. If either party becomes aware of any infringement in a Monsanto Crop of the Evogene Patent Rights or assertion thereof in respect of a Collaboration Hit Homolog, Special Collaboration Hit, PlaNet Xxxx Xxxxx or RePack Recommendation as to which the Exclusive Research License, Commercial License, PlaNet Genes License and/or Non-Assert 121 *** 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. License shall then be in effect, or of any assertion that a Product infringes or violates the Intellectual Property rights of a Third Party (collectively, an “Evogene Defense or Enforcement Matter”), it shall promptly and in any case before taking any action thereon notify the other party, and the parties shall confer regarding the appropriate action to be taken in respect thereof. Monsanto shall have the sole right to Control, and to be responsible for, all decisions and costs related to any Evogene Defense or Enforcement Matter (only for so long as Monsanto’s Research License, Commercial License, PlaNet Genes License and/or Non-Assert License to the applicable Collaboration Hit Homologs or Special Collaboration Hit remains in force), and shall also own any damages (including in-kind consideration) obtained therefrom, subject to payment of Product Royalties to Evogene pursuant to Section 6.5.1, on an appropriate share of the product sales underlying the damages actually paid. Monsanto’s aforementioned *** 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. right to Control shall include the right to enter into any settlement involving the Evogene Patent Rights without Evogene’s consent, but only to the extent that the terms and conditions of such settlement have effect solely with regard to the use of such Collaboration Hit Homologs,, , Special Collaboration Hits, PlaNet Xxxx Xxxxx and RePack Recommendation in the Monsanto Crops as to which Monsanto has a Commercial License to Commercially Exploit such Collaboration Hit Homologs and Special Collaboration Hits, and do not materially and adversely affect the scope, validity, enforceability or Evogene’s interest in the Evogene Patent Rights. Evogene shall not unreasonably withhold its consent to any such settlement for which such consent is required. Evogene Xxxxxxx agrees to assist and cooperate with Monsanto, at Monsanto’s sole cost and expense, as may be reasonably required in order to facilitate Monsanto’s enforcement and defense of the Evogene Defense or Enforcement Matter. Evogene acknowledges that it may be a necessary party to any Evogene Defense or Enforcement Matter action brought by or against Monsanto, and that the assistance and cooperation agreed to under this provision may require its reasonable participation in such proceedings, at Monsanto’s sole cost and expense. Monsanto will keep Evogene *** 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. reasonably informed of any actions or suits pursuant to this Section 9.2.1, and will take into account the interests of Evogene and Evogene’s licensees. Monsanto shall consult with Evogene regarding any Evogene Defense or Enforcement Matter and without limiting Monsanto’s right to Control such matter, shall consider Evogene’s interests in determining how to handle such matter.