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

Licenses of FD Technology to Company. Subject to ADP’s contract rights existing as of the Signing Date under the ADP Contract, FD will grant to the Company a license, with the right to sub-license, to any such FD Technology for research and commercial use in Wheat within the Territory on an exclusive basis (if FD is able to grant exclusive rights) or on a non-exclusive basis (if FD is unable to grant exclusive rights) (each an “FD License Agreement”). FD represents and warrants that the FD Technology listed and described in Exhibit 1 includes all technology necessary for the Transaction. FD represents and warrants that at the Signing Date: (a) The FD Technology exist physically; (b) FD is fully empowered and has the rights to FD 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 FD Technology. FD represents and states that to their knowledge FD Technology 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. FD represents and warrants that at the Signing Date FD Technology includes all available technology for the application of HB4/*** gene in Wheat in the Territory. FD will provide Bioceres all available information in case Bioceres want to perform on their own a FTO study related to FD Technology as well as to the license contracts relevant/relating to the technologies/rights mentioned in Exhibit 1 in the Territory.