Common use of Licenses of BIOCERES Technology to Company Clause in Contracts

Licenses of BIOCERES Technology to Company. BIOCERES will grant to the Company, not later than on the Closing Date, a license, with the right to sub-license, to any BIOCERES Technology for research and commercial use in Wheat within the Territory on an exclusive basis (if BIOCERES is able to grant-exclusive rights) or on a non-exclusive basis (if BIOCERES is unable to grant exclusive rights) (each a “BIOCERES License Agreement”). BIOCERES represents and warrants that the BIOCERES Technology listed and described in Exhibit 2 includes all technology necessary for the Transaction. BIOCERES represents and warrants that at the Signing Date: (a) The BIOCERES Technology exist physically; (b) BIOCERES is fully empowered and has the rights to BIOCERES Technology necessary to grant the license(s) and rights under this Agreement; and/or (c) There are no unappealable orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving BIOCERES Technology. BIOCERES represents and states that to their knowledge the application of the BIOCERES Technology by the Company as intended in this Agreement does not constitute an infringement of any Third Party rights, including but not limited to Third Party Intellectual Property in the Territory. BIOCERES represents and warrants that at the Signing Date BIOCERES Technology includes all available technology for the application of HB4/*** gene in Wheat in the Territory. BIOCERES will provide FD all available information in case FD want to perform on their own a FTO study related to (including but not limited to HB4/***) as well as to the license contracts relevant/relating to the technologies/rights mentioned in Exhibit 2 in the Territory.