Common use of DURATION, MODIFICATION AND TERMINATION Clause in Contracts

DURATION, MODIFICATION AND TERMINATION. 7.1 This Agreement shall commence on the Effective Date and, unless sooner terminated as provided under this Article VII, shall remain in effect until the expiration of the last to expire Licensed Patent. 7.2 This Agreement may be modified or terminated by USDA, subject to the provisions of Paragraphs 7.3 and 12.4 below, if it is determined that any one of the following has occurred: (a) COMPANY, or its sublicensees, fails to meet the obligations set forth in Article VI above; (b) Such action is necessary to meet requirements for public use specified by Federal regulations issued after the date of this Agreement and such requirements are not reasonably satisfied by COMPANY, or one of its sublicensees; (c) COMPANY has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement; (d) COMPANY, or its sublicensees, commits a substantial breach of a covenant or provision contained in this Agreement; (e) COMPANY has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement; (f) COMPANY is adjudged bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors; or (g) COMPANY, or its sublicensees, misuses the Licensed Patent. 7.3 Prior to modification or termination of this Agreement, USDA shall furnish COMPANY and any sublicensees of record a written notice of intention to modify or terminate, and COMPANY shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any covenant or agreement of this Agreement or to show cause why this Agreement should not be modified or terminated. 7.4 COMPANY may terminate this Agreement at any time upon ninety (90) days written notice to USDA. If COMPANY terminates this Agreement in accordance with the provisions of this Paragraph 7.4, COMPANY shall provide USDA with a summary report of the reasons for termination, whether of a business or technical nature, and USDA shall be free to disclose such information to any third party who contacts USDA concerning a license under the Licensed Patents. 7.5 Upon termination of this Agreement, all sums that have accrued and are due to USDA pursuant to Article IV hereunder shall become immediately payable. In all other respects, the rights and obligations of the parties hereto concerning the Licensed Patent included in such termination shall cease as of the effective date of such termination. 7.6 In the event of termination of this Agreement, any sublicense of record granted pursuant to Paragraph 2.2 may either be converted to a license directly between sublicensee and USDA or be terminated.

DURATION, MODIFICATION AND TERMINATION. 7.1 This 9.1 Travelzoo may elect to terminate this Agreement in its entirety sixty (60) days after Licensee receives prior written notice if: 9.1.1 Licensee fails to comply in any material respect with its continuing obligations under the Purchase Agreement, and such failure shall commence on continue for a period of sixty (60) days following written notice from Travelzoo of such failure; or 9.1.2 Licensee materially breaches this Agreement and such failure shall continue for a period of sixty (60) days following written notice from Travelzoo of such failure, except where this Agreement explicitly provides for a different notice period for a specified breach; 9.2 In the Effective Date andevent the Agreement is terminated for any reason, unless sooner terminated as provided under Licensee shall return, or at Travelzoo’s direction, destroy, all documents and materials pertaining to or embodying any Confidential Information, retaining no copies. Upon termination of the license, Licensee shall cease any and all use of the Licensed Marks, the Licensed Software, the Licensed Trade Secrets, and the Licensed Works, and Licensee shall have no further right to use the Licensed Marks, the Licensed Software, the Licensed Trade Secrets, and the Licensed Works anywhere, in any way, or for any purpose, whatsoever. Notwithstanding the foregoing to the contrary, Licensee shall be permitted to conduct a prompt and orderly wind-up of the Licensed Services conducted prior to such termination (by way of example, fulfillment of Licensee’s obligations to Licensee customers involving the Licensed Services that accrued prior to termination). All provisions of this Article VIIAgreement, other than the provisions of Section 2, shall remain in full force and effect until notwithstanding the expiration termination of the last to expire Licensed Patentlicense. 7.2 This Agreement may be modified or terminated by USDA, subject to 9.3 Upon the provisions of Paragraphs 7.3 and 12.4 below, if it is determined that any one of the following has occurred: (a) COMPANY, or its sublicensees, fails to meet the obligations set forth in Article VI above; (b) Such action is necessary to meet requirements for public use specified by Federal regulations issued after the date of this Agreement and such requirements are not reasonably satisfied by COMPANY, or one of its sublicensees; (c) COMPANY has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement; (d) COMPANY, or its sublicensees, commits a substantial breach of a covenant or provision contained in this Agreement; (e) COMPANY has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement; (f) COMPANY is adjudged bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors; or (g) COMPANY, or its sublicensees, misuses the Licensed Patent. 7.3 Prior to modification or termination of this Agreement, USDA shall furnish COMPANY and any sublicensees of record a written notice of intention unless otherwise agreed to modify in writing or terminate, and COMPANY shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any covenant or agreement of this Agreement or to show cause why this Agreement should not be modified or terminated. 7.4 COMPANY may terminate this Agreement at any time upon ninety (90) days written notice to USDA. If COMPANY terminates this Agreement in accordance with the provisions of this Paragraph 7.4, COMPANY shall provide USDA with a summary report of the reasons for termination, whether of a business or technical nature, and USDA shall be free to disclose such information to any third party who contacts USDA concerning a license under the Licensed Patents. 7.5 Upon termination of this Agreementas expressly set forth herein, all sums that have accrued and are due to USDA pursuant to Article IV rights of Licensee granted hereunder shall become immediately payable. In all cease and revert to Travelzoo without assignment, notice, or any other respects, action on the rights and obligations part of the parties hereto concerning the Licensed Patent included in such termination shall cease as of the effective date of such terminationLicensee or Travelzoo. 7.6 In the event of termination of this Agreement, any sublicense of record granted pursuant to Paragraph 2.2 may either be converted to a license directly between sublicensee and USDA or be terminated.

DURATION, MODIFICATION AND TERMINATION. 7.1 This Agreement shall commence on the Effective Date and, unless sooner terminated as provided under this Article VII, shall remain in effect until the expiration of the last to expire certificate of protection under the Licensed PatentPVPC and Licensed Breeder’s Rights. 7.2 This Agreement may be modified or terminated by USDA, USDA subject to the provisions of Paragraphs 7.3 and 12.4 below, below if it is determined that any one of the following has occurred: (a) SEED COMPANY, or its sublicensees, fails to meet the obligations set forth in Article VI above; (b) Such action is necessary to meet requirements for public use specified by Federal regulations issued after the date of this Agreement and such requirements are not reasonably satisfied by SEED COMPANY, or one of its sublicensees; (c) Materials for propagation of the Licensed Variety sold in the United States are not being produced substantially in the United States; (d) SEED COMPANY has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement; (de) SEED COMPANY, or its sublicensees, commits a substantial breach of a covenant or provision agreement contained in this Agreement; (e) COMPANY has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement;; or (f) SEED COMPANY is adjudged bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors; or (g) COMPANY, or its sublicensees, misuses the Licensed Patent. 7.3 Prior to modification or termination of this Agreement, USDA shall furnish SEED COMPANY and any sublicensees of record a written notice of intention to modify or terminate, and SEED COMPANY and any notified sublicensee shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any covenant or agreement of this Agreement or to show cause why this Agreement should not be modified or terminated. 7.4 SEED COMPANY may terminate this Agreement at any time upon ninety (90) days written notice to USDA. If COMPANY terminates this Agreement in accordance with the provisions of this Paragraph 7.4, COMPANY Such notice shall provide USDA with a summary report include an explanation of the reasons for termination, whether of a business or technical nature, and USDA shall be free to disclose such information to any third party who contacts USDA concerning a license under the Licensed Patents. 7.5 Upon termination of this Agreement, all sums that have accrued and are due to USDA pursuant to Article IV hereunder shall become immediately payable. In all other respects, the rights and obligations of the parties hereto concerning the Licensed Patent Variety included in such termination shall cease as of the effective date of such termination. SEED COMPANY may, however, sell all Licensed Product under propagation and in inventory provided that royalties are paid on any such sales in accordance with the provisions of Article IV. 7.6 In the event of termination of this Agreement, any sublicense of record granted pursuant to Paragraph 2.2 2.3 may either be converted to a license directly between sublicensee and USDA or be terminated.

DURATION, MODIFICATION AND TERMINATION. 7.1 This Agreement shall commence on the Effective Date and, unless sooner terminated as provided under this Article VII, shall remain in effect until the expiration of the last to expire certificate of protection under the Licensed PatentPatent and Licensed Breeder’s Rights. 7.2 This Agreement may be modified or terminated by USDA, USDA subject to the provisions of Paragraphs 7.3 and 12.4 below, below if it is determined that any one of the following has occurred: (a) COMPANYNURSERY, or its sublicensees, fails to meet the obligations set forth in Article VI above; (b) Such action is necessary to meet requirements for public use specified by Federal regulations issued after the date of this Agreement and such requirements are not reasonably satisfied by COMPANYNURSERY, or one of its sublicensees; (c) COMPANY Materials for propagation of the Licensed Variety sold in the United States are not being produced substantially in the United States; (d) NURSERY has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement; (de) COMPANYNURSERY, or its sublicensees, commits a substantial breach of a covenant or provision agreement contained in this Agreement; (e) COMPANY has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement;; or (f) COMPANY NURSERY is adjudged bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors; or (g) COMPANY, or its sublicensees, misuses the Licensed Patent. 7.3 Prior to modification or termination of this Agreement, USDA shall furnish COMPANY NURSERY and any sublicensees of record a written notice of intention to modify or terminate, and COMPANY NURSERY and any notified sublicensee shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any covenant or agreement of this Agreement or to show cause why this Agreement should not be modified or terminated. 7.4 COMPANY NURSERY may terminate this Agreement at any time upon ninety (90) days written notice to USDA. If COMPANY terminates this Agreement in accordance with the provisions of this Paragraph 7.4, COMPANY Such notice shall provide USDA with a summary report include an explanation of the reasons for termination, whether of a business or technical nature, and USDA shall be free to disclose such information to any third party who contacts USDA concerning a license under the Licensed Patents. 7.5 Upon termination of this Agreement, all sums that have accrued and are due to USDA pursuant to Article IV hereunder shall become immediately payable. In all other respects, the rights and obligations of the parties hereto concerning the Licensed Patent included in such termination Variety shall cease as of the effective date of such termination. NURSERY and its sublicensees may, however, sell all Licensed Products under propagation and in inventory at the time of termination provided that royalties are paid on any such sales in accordance with the provisions of Article IV. 7.6 In the event of termination of this Agreement, any sublicense of record granted pursuant to Paragraph 2.2 2.3 may either be converted to a license directly between sublicensee and USDA or be terminatedterminated by the sublicensee.

DURATION, MODIFICATION AND TERMINATION. 7.1 This Agreement shall commence on the Effective Date and, unless sooner terminated as provided under this Article VII, shall remain in effect until the expiration of the last to expire Licensed PatentPatents. 7.2 This Agreement may be modified or terminated by USDA, subject to the provisions of Paragraphs 7.3 and 12.4 below, if it is determined that any one of the following has occurred: (a) COMPANYHEPALIFE, or its sublicensees, fails to meet the obligations set forth in Article VI above; (b) Such action is necessary to meet requirements for public use specified by Federal regulations issued after the date of this Agreement and such requirements are not reasonably satisfied by COMPANYHEPALIFE, or one of its sublicensees; (c) COMPANY HEPALIFE has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement; (d) COMPANYHEPALIFE, or its sublicensees, commits a substantial breach of a covenant or provision contained in this Agreement; (e) COMPANY HEPALIFE has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement; (f) COMPANY HEPALIFE is adjudged bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors; or (g) COMPANYHEPALIFE, or its sublicensees, misuses the Licensed PatentPatents. 7.3 Prior to modification or termination of this Agreement, USDA shall furnish COMPANY HEPALIFE and any sublicensees of record a written notice of intention to modify or terminate, and COMPANY HEPALIFE shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any covenant or agreement of this Agreement or to show cause why this Agreement should not be modified or terminated. 7.4 COMPANY HEPALIFE may terminate this Agreement at any time upon ninety (90) days written notice to USDA. If COMPANY HEPALIFE terminates this Agreement in accordance with the provisions of this Paragraph 7.4, COMPANY HEPALIFE shall provide USDA with a summary report of the reasons for termination, whether of a business or technical nature, and USDA shall be free to disclose such information to any third party who contacts USDA concerning a license under the Licensed Patents. 7.5 Upon termination of this Agreement, all sums that have accrued and are due to USDA pursuant to Article IV hereunder shall become immediately payable. In all other respects, the rights and obligations of the parties hereto concerning the Licensed Patent Patents included in such termination shall cease as of the effective date of such termination. HEPALIFE may, however, sell all Licensed Products completed and in inventory provided that royalties are paid on any such sales in accordance with the provisions of Article IV. 7.6 In the event of termination of this Agreement, any sublicense of record granted pursuant to Paragraph 2.2 2.3, may either be converted to a license directly between sublicensee and USDA or be terminated, at the option of the sublicensee.

DURATION, MODIFICATION AND TERMINATION. 7.1 This Agreement shall commence on the Effective Date and, unless sooner terminated as provided under this Article VII, shall remain in effect until the expiration of the last to expire Licensed Patent. 7.2 This Agreement may be modified or terminated by USDA, subject to the provisions of Paragraphs 7.3 and 12.4 below, if it is determined that any one of the following has occurred: (a) COMPANY, or its sublicensees, COMPANY fails to meet the obligations set forth in Article VI above; (b) Such action is necessary to meet requirements for public use specified by Federal regulations issued after the date of this Agreement and such requirements are not reasonably satisfied by COMPANY, or one of its sublicensees; (c) COMPANY has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement; (d) COMPANY, or its sublicensees, COMPANY commits a substantial breach of a covenant or provision contained in this Agreement; (e) COMPANY has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement; (f) ; COMPANY is adjudged bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors; or (gf) COMPANY, or its sublicensees, COMPANY misuses the Licensed Patent. 7.3 Prior to modification or termination of this Agreement, USDA shall furnish COMPANY and any sublicensees of record a written notice of intention to modify or terminate, and COMPANY shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any covenant or agreement of this Agreement or to show cause why this Agreement should not be modified or terminated. 7.4 COMPANY may terminate this Agreement at any time upon ninety (90) days written notice to USDA. If COMPANY terminates this Agreement in accordance with the provisions of this Paragraph 7.4, COMPANY shall provide USDA with a summary report of the reasons for termination, whether of a business or technical nature, and USDA shall be free to disclose such information to any third party who contacts USDA concerning a license under the Licensed PatentsPatent. 7.5 Upon termination of this Agreement, all sums that have accrued and are due to USDA pursuant to Article IV hereunder shall become immediately payable. In all other respects, the rights and obligations of the parties hereto concerning the Licensed Patent included in such termination shall cease as of the effective date of such termination. 7.6 In the event of termination of this Agreement, any sublicense of record granted pursuant to Paragraph 2.2 may either be converted to a license directly between sublicensee and USDA or be terminated.

DURATION, MODIFICATION AND TERMINATION. 7.1 8.1 This Agreement is effective when signed by all parties (“Effective Date”) and shall commence on the Effective Date and, unless sooner terminated as provided under this Article VII, shall remain in effect until extend to the expiration of the last to expire of the Licensed PatentPatent Rights, unless sooner terminated as provided for under this Article. 7.2 This 8.2 At any time upon ninety (90) days prior written notice, LICENSEE may unilaterally terminate this Agreement. 8.3 LICENSEE and NIST may mutually agree to modify or terminate this Agreement may be modified or terminated by USDA, subject at any time. 8.4 Subject to the provisions of Paragraphs 7.3 Articles 8.5, 8.6, 8.7, and 12.4 below8.8, NIST may unilaterally terminate, in whole or in part, or may unilaterally modify this Agreement if it is determined that NIST determines any one of the following has occurredfollowing: (a) COMPANY8.4.1 LICENSEE commits a substantial breach of any promise, covenant or its sublicensees, obligation or it fails to meet the obligations set forth in this Agreement, including but not limited to the requirement for U.S. manufacturing pursuant to Article VI above;7.3; or (b) Such action 8.4.2 LICENSEE is not executing the Commercial Development Plan submitted with its request for a license and the LICENSEE cannot otherwise demonstrate to NIST's satisfaction that the LICENSEE has taken, or can be expected to take within a reasonable time, effective steps to achieve Practical Application of the Licensed Products or Licensed Processes; or 8.4.3 Action is necessary to meet requirements for public use specified by Federal regulations issued after the date of this Agreement the license and such requirements are not reasonably satisfied by COMPANY, or one of its sublicensees;the LICENSEE; or (c) COMPANY 8.4.4 LICENSEE cannot reasonably satisfy unmet health and safety needs; or 8.4.5 LICENSEE has willfully made a material false statement or willfully omitted a material fact in the license application or in any report required by this Agreement;; or (d) COMPANY, or its sublicensees, commits a substantial breach of a covenant or provision contained in this Agreement; (e) COMPANY has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement; (f) COMPANY 8.4.6 LICENSEE is adjudged bankrupt bankrupt, files a petition for bankruptcy or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors; or (g) COMPANY8.4.7 LICENSEE is held by a court of competent jurisdiction to have misused any Licensed Patent Rights, or including but not limited to violations of Federal antitrust laws in connection with its sublicensees, misuses the Licensed Patentperformance under this Agreement. 7.3 8.5 In making the determination of whether this License should be terminated under Article 8.4, NIST will take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment and the Progress Reports submitted by LICENSEE under Article V. 8.6 Prior to any modification or termination of this Agreement, USDA NIST shall furnish COMPANY and any sublicensees of record LICENSEE a written notice of intention to modify or terminate, and COMPANY terminate the Agreement. LICENSEE shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any promise, covenant or agreement obligation of this Agreement or to show cause why this Agreement should not be modified or terminated. 7.4 COMPANY may terminate this Agreement at any time upon ninety (90) days written notice to USDA. 8.7 If COMPANY NIST terminates this Agreement Agreement, LICENSEE shall have a reasonable time in accordance with the provisions of this Paragraph 7.4, COMPANY shall provide USDA with a summary report of the reasons for termination, whether of a business which to sell all Licensed Products in production or technical nature, and USDA shall be free to disclose such information to any third party who contacts USDA concerning a license under the Licensed Patentsin inventory. 7.5 8.8 Upon termination of this AgreementAgreement or its modification removing any Licensed Patent Rights, all LICENSEE shall immediately submit to NIST a Progress Report and a Royalty Report for the terminated or modified Licensed Patent Rights. Within thirty (30) days of such termination or modification, LICENSEE shall submit payment of sums that have accrued and are due to USDA NIST pursuant to Article IV hereunder shall become immediately payablefor the terminated or modified Licensed Patent Rights. In all other respectsNotwithstanding the obligation under this Article, the rights and obligations of the parties hereto concerning the terminated or modified Licensed Patent Rights included in such modification or termination shall cease as of the effective date of such modification or termination. 7.6 In 8.9 Any modification or mutual agreement to terminate this License will be effective only when set forth in writing and signed by the event authorized official(s) of termination of this Agreement, any sublicense of record granted pursuant to Paragraph 2.2 may either be converted to a license directly between sublicensee and USDA or be terminatedeach Party.

DURATION, MODIFICATION AND TERMINATION. 7.1 This Agreement shall commence on the Effective Date and, unless sooner terminated as provided under this Article VII, shall remain in effect until the expiration of the last to expire Licensed Patent. 7.2 This Agreement may be modified or terminated by USDA, subject to the provisions of Paragraphs 7.3 and 12.4 below, if it is determined that any one of the following has occurred: (a) COMPANY, or its sublicensees, COMPANY fails to meet the obligations set forth in Article VI above; (b) Such action is necessary to meet requirements for public use specified by Federal regulations issued after the date of this Agreement and such requirements are not reasonably satisfied by COMPANY, or one of its sublicensees; (c) COMPANY has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement; (d) COMPANY, or its sublicensees, COMPANY commits a substantial breach of a covenant or provision contained in this Agreement; (e) COMPANY has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement; (f) COMPANY is adjudged bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors; or (gf) COMPANY, or its sublicensees, COMPANY misuses the Licensed Patent. 7.3 Prior to modification or termination of this Agreement, USDA shall furnish COMPANY and any sublicensees of record a written notice of intention to modify or terminate, and COMPANY shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any covenant or agreement of this Agreement or to show cause why this Agreement should not be modified or terminated. 7.4 COMPANY may terminate this Agreement at any time upon ninety (90) days written notice to USDA. If COMPANY terminates this Agreement in accordance with the provisions of this Paragraph 7.4, COMPANY shall provide USDA with a summary report of the reasons for termination, whether of a business or technical nature, and USDA shall be free to disclose such information to any third party who contacts USDA concerning a license under the Licensed PatentsPatent. 7.5 Upon termination of this Agreement, all sums that have accrued and are due to USDA pursuant to Article IV hereunder shall become immediately payable. In all other respects, the rights and obligations of the parties hereto concerning the Licensed Patent included in such termination shall cease as of the effective date of such termination. 7.6 In the event of termination of this Agreement, any sublicense of record granted pursuant to Paragraph 2.2 may either be converted to a license directly between sublicensee and USDA or be terminated.

DURATION, MODIFICATION AND TERMINATION. 7.1 This Agreement shall commence on the Effective Date and, unless sooner terminated as provided under this Article VII, shall remain in effect until expire at the expiration end of the last License Term. Subject to expire Licensed PatentParagraph 7.2, the term may be extended for additional five (5) year periods upon mutual agreement of the parties and the payment of a license renewal fee in accordance with Paragraph 4.1. Payment of the license renewal fee shall be due thirty (30) days prior to the end of the License Term. 7.2 This Agreement may be modified or terminated by USDA, subject to the provisions of Paragraphs 7.3 and 12.4 below, if it is determined that any one of the following has occurred: (a) COMPANY, or its sublicensees, COMPANY fails to meet the obligations set forth in Article VI above; (b) Such action is necessary to meet requirements for public use specified by Federal regulations issued after the date of this Agreement and such requirements are not reasonably satisfied by COMPANY, or one of its sublicensees; (c) COMPANY has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement;; or (dc) COMPANY, or its sublicensees, COMPANY commits a substantial breach of a covenant or provision agreement contained in this Agreement; (e) COMPANY has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement; (f) COMPANY is adjudged bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors; or (g) COMPANY, or its sublicensees, misuses the Licensed Patent. 7.3 Prior to modification or termination of this Agreement, USDA shall furnish COMPANY and any sublicensees of record a written notice of intention to modify or terminate, and COMPANY shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any covenant or agreement of this Agreement or to show cause why this Agreement should not be modified or terminated. 7.4 COMPANY may terminate this Agreement at any time upon ninety (90) days written notice to USDA. If COMPANY terminates this Agreement in accordance with the provisions of this Paragraph 7.4, COMPANY Such notice shall provide USDA with a summary report include an explanation of the reasons for termination, whether of a business or technical nature, and USDA shall be free to disclose such information to any third party who contacts USDA concerning a license under the Licensed Patents. 7.5 Upon termination or expiration of this Agreement, all sums that have accrued and are due to USDA pursuant to Article IV hereunder shall become immediately payable, and COMPANY shall return all Licensed Materials to USDA, or provide written certification of their destruction. In all other respects, the rights and obligations of the parties hereto concerning the Licensed Patent Materials included in such termination shall cease as of the effective date of such termination. 7.6 In termination or expiration. COMPANY may, however, sell all Licensed Products completed and in inventory provided that royalties are paid on any such sales in accordance with the event provisions of termination of this Agreement, any sublicense of record granted pursuant to Paragraph 2.2 may either be converted to a license directly between sublicensee and USDA or be terminated.Article IV. ARTICLE VIII PATENT ENFORCEMENT [RESERVED]

DURATION, MODIFICATION AND TERMINATION. 7.1 NURSERY is required to execute fully this Agreement and submit a fully executed original to USDA. If USDA does not receive the fully executed original within sixty (60) days from the date of USDA’s signature on this Agreement, then the terms and conditions of this Agreement shall be withdrawn from further consideration by NURSERY and the Agreement shall be null and void. At its sole discretion, USDA may extend the sixty (60) day execution period, any such extension must be in provided in writing. 7.2 This Agreement shall commence on the Effective Date and, unless sooner terminated as provided under this Article VII, shall remain in effect until the expiration of the last to expire certificate of protection under the Licensed PatentPatent and Licensed Breeder’s Rights. 7.2 7.3 This Agreement may be modified or terminated by USDA, USDA subject to the provisions of Paragraphs 7.3 7.4 and 12.4 below, below if it is determined that any one of the following has occurred: (a) COMPANYNURSERY, or its sublicensees, fails to meet the obligations set forth in Article VI above; (b) Such action is necessary to meet requirements for public use specified by Federal regulations issued after the date of this Agreement and such requirements are not reasonably satisfied by COMPANYNURSERY, or one of its sublicensees; (c) COMPANY Materials for propagation of the Licensed Variety sold in the United States are not being produced substantially in the United States; (d) NURSERY has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement; (de) COMPANYNURSERY, or its sublicensees, commits a substantial breach of a covenant or provision agreement contained in this Agreement; (e) COMPANY has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement;; or (f) COMPANY NURSERY is adjudged bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors; or (g) COMPANY, or its sublicensees, misuses the Licensed Patent. 7.3 7.4 Prior to modification or termination of this Agreement, USDA shall furnish COMPANY NURSERY and any sublicensees of record a written notice of intention to modify or terminate, and COMPANY NURSERY and any notified sublicensee shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any covenant or agreement of this Agreement or to show cause why this Agreement should not be modified or terminated. 7.4 COMPANY 7.5 NURSERY may terminate this Agreement at any time upon ninety (90) days written notice to USDA. If COMPANY terminates this Agreement in accordance with the provisions of this Paragraph 7.4, COMPANY Such notice shall provide USDA with a summary report include an explanation of the reasons for termination, whether of a business or technical nature, and USDA shall be free to disclose such information to any third party who contacts USDA concerning a license under the Licensed Patents. 7.5 7.6 Upon termination of this Agreement, all sums that have accrued and are due to USDA pursuant to Article IV hereunder shall become immediately payable. In all other respects, the rights and obligations of the parties hereto concerning the Licensed Patent included in such termination Variety shall cease as of the effective date of such termination. NURSERY and its sublicensees may, however, sell all Licensed Products under propagation and in inventory at the time of termination provided that royalties are paid on any such sales in accordance with the provisions of Article IV. 7.6 7.7 In the event of termination of this Agreement, any sublicense of record granted pursuant to Paragraph 2.2 2.3 may either be converted to a license directly between sublicensee and USDA or be terminatedterminated by the sublicensee.

DURATION, MODIFICATION AND TERMINATION. 7.1 This Agreement shall commence on the Effective Date and, unless sooner terminated as provided under this Article VII, shall remain in effect until the expiration of the last to expire Licensed Patent. 7.2 This Agreement may be modified or terminated by USDA, subject to the provisions of Paragraphs 7.3 and 12.4 below, if it is determined that any one of the following has occurred: (a) COMPANYMOI, or its sublicensees, fails to meet the obligations set forth in Article VI above; (b) Such action is necessary to meet requirements for public use specified by Federal regulations issued after the date of this Agreement and such requirements are not reasonably satisfied by COMPANYMOI, or one of its sublicensees; (c) COMPANY MOI has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement; (d) COMPANYMOI, or its sublicensees, commits a substantial breach of a covenant or provision contained in this Agreement; (e) COMPANY MOI has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement; (f) COMPANY MOI is adjudged bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors; or (g) COMPANYMOI, or its sublicensees, misuses the Licensed Patent. 7.3 Prior to modification or termination of this Agreement, USDA shall furnish COMPANY MOI and any sublicensees of record a written notice of intention to modify or terminate, and COMPANY MOI shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any covenant or agreement of this Agreement or to show cause why this Agreement should not be modified or terminated. 7.4 COMPANY MOI may terminate this Agreement at any time upon ninety (90) days written notice to USDA. If COMPANY MOI terminates this Agreement in accordance with the provisions of this Paragraph 7.4, COMPANY MOI shall provide USDA with a summary report of the reasons for termination, whether of a business or technical nature, and USDA shall be free to disclose such information to any third party who contacts USDA concerning a license under the Licensed PatentsPatent. 7.5 Upon termination of this Agreement, all sums that have accrued and are due to USDA pursuant to Article IV hereunder shall become immediately payable. In all other respects, the rights and obligations of the parties hereto concerning the Licensed Patent included in such termination shall cease as of the effective date of such termination. MOI may, however, sell all Licensed Products completed and in inventory provided that royalties are paid on any such sales in accordance with the provisions of Article IV. 7.6 In the event of termination of this Agreement, any sublicense of record granted pursuant to Paragraph 2.2 may either be converted to a license directly between sublicensee and USDA or be terminated.

DURATION, MODIFICATION AND TERMINATION. 7.1 SEED COMPANY is required to execute fully this Agreement and submit a fully executed original to USDA. If USDA does not receive the fully executed original within sixty (60) days from the date of USDA’s signature on this Agreement, then the terms and conditions of this Agreement shall be withdrawn from further consideration by SEED COMPANY and the Agreement shall be null and void. At its sole discretion, USDA may extend the sixty (60) day execution period, any such extension must be in provided in writing. 7.2 This Agreement shall commence on the Effective Date and, unless sooner terminated as provided under this Article VII, shall remain in effect until the expiration of the (Licensed PVPC) OR (last to expire certificate of protection under the Licensed PatentPVPC and Licensed Breeder’s Rights). 7.2 7.3 This Agreement may be modified or terminated by USDA, USDA subject to the provisions of Paragraphs 7.3 7.4 and 12.4 below, below if it is determined that any one of the following has occurred: (a) SEED COMPANY, or its sublicensees, fails to meet the obligations set forth in Article VI above; (b) Such action is necessary to meet requirements for public use specified by Federal regulations issued after the date of this Agreement and such requirements are not reasonably satisfied by SEED COMPANY, or one of its sublicensees; (c) Materials for propagation of the Licensed Variety sold in the United States are not being produced substantially in the United States; (d) SEED COMPANY has willfully made a false statement or willfully omitted a material fact in the license application or in any report required by this Agreement; (de) SEED COMPANY, or its sublicensees, commits a substantial breach of a covenant or provision agreement contained in this Agreement; (e) COMPANY has been found by a court of competent jurisdiction to have violated the Federal antitrust laws in connection with its performance under this Agreement;; or (f) SEED COMPANY is adjudged bankrupt or has its assets placed in the hands of a receiver or makes any assignment or other accommodation for the benefit of creditors; or (g) COMPANY, or its sublicensees, misuses the Licensed Patent. 7.3 7.4 Prior to modification or termination of this Agreement, USDA shall furnish SEED COMPANY and any sublicensees of record a written notice of intention to modify or terminate, and SEED COMPANY and any notified sublicensee shall be allowed thirty (30) days after the date of such notice to remedy any breach or default of any covenant or agreement of this Agreement or to show cause why this Agreement should not be modified or terminated. 7.4 7.5 SEED COMPANY may terminate this Agreement at any time upon ninety (90) days written notice to USDA. If COMPANY terminates this Agreement in accordance with the provisions of this Paragraph 7.4, COMPANY Such notice shall provide USDA with a summary report include an explanation of the reasons for termination, whether of a business or technical nature, and USDA shall be free to disclose such information to any third party who contacts USDA concerning a license under the Licensed Patents. 7.5 7.6 Upon termination of this Agreement, all sums that have accrued and are due to USDA pursuant to Article IV hereunder shall become immediately payable. In all other respects, the rights and obligations of the parties hereto concerning the Licensed Patent Variety included in such termination shall cease as of the effective date of such termination. SEED COMPANY may, however, sell all Licensed Product under propagation and in inventory provided that royalties are paid on any such sales in accordance with the provisions of Article IV. 7.6 7.7 In the event of termination of this Agreement, any sublicense of record granted pursuant to Paragraph 2.2 2.3 may either be converted to a license directly between sublicensee and USDA or be terminated.