Common use of Model Plant Validation Clause in Contracts

Model Plant Validation. (a) During each of Collaboration Years 6 and 7 of the Research Period, Evogene shall conduct Project G2P Validation and/or Model Plant Validation, and shall deliver no less than the minimum number of Project G2P Validation Data Backpacks and Discovery Validation Data Backpacks for such Collaboration Year, as set forth in Subsections (i) through (iv) below. (i) During Collaboration Year 6, Evogene shall select a minimum of [* * *] ([* * *]) Preferred Modes of Use delivered by Evogene during Collaboration Year 5 in Collaboration Hit G2P Data Backpacks under Section 5.5.2(a), on which Evogene shall conduct Project G2P Validation, and shall provide a Project G2P Validation Data Backpack for each such Preferred Mode of Use within [* * *] from delivery of the Collaboration Hit G2P Data Back. (ii) In addition, during Collaboration Year 6, Evogene shall select a minimum of [* * *] ([* * *]) G2P Genes delivered by Evogene during Collaboration Year 5 under Section 5.5.2(a), or the actual number of G2P Genes delivered by Evogene under Section 5.5.2(a) if less than [* * *] ([* * *]) G2P Genes, on which Evogene shall conduct Model Plant *** 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. Validation (or on Collaboration Hit Homologs or PlaNet Gene Homologs thereof, as the case may be, if approved by the Research Committee), and shall provide a Discovery Validation Data Backpack for each such G2P Gene (or Collaboration Hit Homolog or PlaNet Gene Homolog) within [* * *] ([* * *]) months from delivery of the Collaboration Hit Data Backpack for such G2P Gene. [* * *]. (iii) During Collaboration Year 7, Evogene shall select a minimum of [* * *] ([* * *]) Preferred Modes of Use delivered by Evogene during Collaboration Year 6 in Collaboration Hit G2P Data Backpacks delivered by Evogene under Section 5.5.2(b), on which Evogene shall conduct Project G2P Validation, and shall provide a Project G2P Validation Data Backpack for each such Preferred Mode of Use within [* * *] from delivery of the Collaboration Hit G2P Data Back. (iv) In addition, during Collaboration Year 7, Evogene shall select a minimum of [* * *] ([* * *]) G2P Genes delivered by Evogene during Collaboration Year 6 under Section 5.5.2(b), or the actual number of G2P Genes delivered by Evogene under Section 5.5.2(b) if less than [* * *] ([* * *]) G2P Genes, on which Evogene shall conduct Model Plant Validation (or on Collaboration Hit Homologs or PlaNet Gene Homologs thereof, as the case may be, if approved by the Research Committee), and shall provide a Discovery Validation Data Backpack for each such G2P Gene (or Collaboration Hit Homolog or PlaNet Gene Homolog) within [* * *] ([* * *]) [* * *] from delivery of the Collaboration Hit Data Backpack for such G2P Gene. [* * *]. (b) Notwithstanding the foregoing or anything else to the contrary herein, [* * *]: (i) Evogene’s failure to clone and therefore to conduct Model Plant Validation on up to [* * *] percent ([* * *]%) of the G2P Genes [* * *] on which Evogene is required to perform Model Plant Validation according to Section 5.5.3 and/or Evogene’s delay of up to [* * *] ([* * *]) [* * *] in completing Model Plant Validation (and delivering the Discovery Validation Data Backpacks) on up to [* * *] percent ([* * *]%) of the G2P Genes on which Evogene is required to perform Model Plant Validation according to Section 5.5.3 [* * *], shall not constitute a failure of this Evogene Diligence Obligation, provided that the number of G2P Genes [* * *] on which Evogene shall perform Model Plant Validation, shall not be less than the minimum number of G2P Genes on which Evogene is required to perform Model Plant Validation in any Collaboration Year as set forth herein, and *** 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. (ii) Evogene’s failure to clone and therefore to conduct Project G2P Validation on up to [* * *] percent ([* * *]%) of the Preferred Modes of Use on which Evogene is required to perform Model Plant Validation according to Section 5.5.3 and/or Evogene’s delay of up to [* * *] ([* * *]) [* * *] in completing Project G2P Validation (and delivering the Project G2P Validation Data Backpacks) on up to [* * *] percent ([* * *]%) of the Preferred Modes of Use on which Evogene is required to perform Project G2P Validation according to Section 5.5.3, shall not constitute a failure of this Evogene Diligence Obligation, provided that the number of Preferred Modes of Use on which Evogene shall perform Project G2P Validation shall not be less than the minimum number of Preferred Modes of Use on which Evogene is required to perform Project G2P Validation in any Collaboration Year as set forth herein.

Model Plant Validation. (a) During each of Collaboration Years 6 and 7 of the Research Period, Evogene shall conduct Project G2P Validation and/or Model Plant Validation, and shall deliver no less than the minimum number of Project G2P Validation Data Backpacks and Discovery Validation Data Backpacks for such Collaboration Year, as set forth in Subsections (i) through (iv) below. (i) During Collaboration Year 6, Evogene shall select a minimum of [* * *] ([* * *]) Preferred Modes of Use delivered by Evogene during Collaboration Year 5 in Collaboration Hit G2P Data Backpacks under Section 5.5.2(a), on which Evogene shall conduct Project G2P Validation, and shall provide a Project G2P Validation Data Backpack for each such Preferred Mode of Use within [* * *] from delivery of the Collaboration Hit G2P Data Back. (ii) In addition, during Collaboration Year 6, Evogene shall select a minimum of [* * *] ([* * *]) G2P Genes delivered by Evogene during Collaboration Year 5 under Section 5.5.2(a), or the actual number of G2P Genes delivered by Evogene under Section 5.5.2(a) if less than [* * *] ([* * *]) G2P Genes, on which Evogene shall conduct Model Plant *** 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. Validation (or on Collaboration Hit Homologs or PlaNet Gene Homologs thereof, as the case may be, if approved by the Research Committee), and shall provide a Discovery Validation Data Backpack for each such G2P Gene (or Collaboration Hit Homolog or PlaNet Gene Homolog) within [* * *] ([* * *]) months from delivery of the Collaboration Hit Data Backpack for such G2P Gene. [* * *]. (iii) During Collaboration Year 7, Evogene shall select a minimum of [* * *] ([* * *]) Preferred Modes of Use delivered by Evogene during Collaboration Year 6 in Collaboration Hit G2P Data Backpacks delivered by Evogene under Section 5.5.2(b), on which Evogene shall conduct Project G2P Validation, and shall provide a Project G2P Validation Data Backpack for each such Preferred Mode of Use within [* * *] from delivery of the Collaboration Hit G2P Data Back. (iv) In addition, during Collaboration Year 7, Evogene shall select a minimum of [* * *] ([* * *]) G2P Genes delivered by Evogene during Collaboration Year 6 under Section 5.5.2(b), or the actual number of G2P Genes delivered by Evogene under Section 5.5.2(b) if less than [* * *] ([* * *]) G2P Genes, on which Evogene shall conduct Model Plant Validation (or on Collaboration Hit Homologs or PlaNet Gene Homologs thereof, as the case may be, if approved by the Research Committee), and shall provide a Discovery Validation Data Backpack for each such G2P Gene (or Collaboration Hit Homolog or PlaNet Gene Homolog) within [* * *] ([* * *]) [* * *] from delivery of the Collaboration Hit Data Backpack for such G2P Gene. [* * *]. (b) Notwithstanding the foregoing or anything else to the contrary herein, [* * *]: (i) Evogene’s failure to clone and therefore to conduct Model Plant Validation on up to [* * *] percent ([* * *]%) of the G2P Genes [* * *] on which Evogene is required to perform Model Plant Validation according to Section 5.5.3 and/or Evogene’s delay of up to [* * *] ([* * *]) [* * *] months in completing Model Plant Validation (and delivering the Discovery Validation Data Backpacks) on up to [* * *] percent ([* * *]%) of the G2P Genes on which Evogene is required to perform Model Plant Validation according to Section 5.5.3 [* * *], shall not constitute a failure of this Evogene Diligence Obligation, provided that the number of G2P Genes [* * *] on which Evogene shall perform Model Plant Validation, shall not be less than the minimum number of G2P Genes on which Evogene is required to perform Model Plant Validation in any Collaboration Year as set forth herein, and *** 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. (ii) Evogene’s failure to clone and therefore to conduct Project G2P Validation on up to [* * *] percent ([* * *]%) of the Preferred Modes of Use on which Evogene is required to perform Model Plant Validation according to Section 5.5.3 and/or Evogene’s delay of up to [* * *] ([* * *]) [* * *] months in completing Project G2P Validation (and delivering the Project G2P Validation Data Backpacks) on up to [* * *] percent ([* * *]%) of the Preferred Modes of Use on which Evogene is required to perform Project G2P Validation according to Section 5.5.3, shall not constitute a failure of this Evogene Diligence Obligation, provided that the number of Preferred Modes of Use on which Evogene shall perform Project G2P Validation shall not be less than the minimum number of Preferred Modes of Use on which Evogene is required to perform Project G2P Validation in any Collaboration Year as set forth herein.

Model Plant Validation. (a) During each of Collaboration Years 6 and 7 of the Research Period, Evogene shall conduct Project G2P Validation and/or Model Plant Validation, and shall deliver no less than the minimum number of Project G2P Validation Data Backpacks and Discovery Validation Data Backpacks for such Collaboration Year, as set forth in Subsections (i) through (iv) below. (i) During Collaboration Year 6, Evogene shall select a minimum of [* * *] ([* * *]) Preferred Modes of Use delivered by Evogene during Collaboration Year 5 in Collaboration Hit G2P Data Backpacks under Section 5.5.2(a5.5B.2(a), on which Evogene shall conduct Project G2P Validation, and shall provide a Project G2P Validation Data Backpack for each such Preferred Mode of Use within [* * *] from delivery of the Collaboration Hit G2P Data Back. (ii) In addition, during Collaboration Year 6, Evogene shall select a minimum of [* * *] ([* * *]) G2P Genes delivered by Evogene during Collaboration Year 5 under Section 5.5.2(a5.5B.2(a), or the actual number of G2P Genes delivered by Evogene under Section 5.5.2(a5.5B.2(a) if less than [* * *] ([* * *]) G2P Genes, on which Evogene shall conduct Model Plant *** 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. Validation (or on Collaboration Hit Homologs or PlaNet Gene Homologs thereof, as the case may be, if approved by the Research Committee), and shall provide a Discovery Validation Data Backpack for each such G2P Gene (or Collaboration Hit Homolog or PlaNet Gene Homolog) within [* * *] ([* * *]) months from delivery of the Collaboration Hit Data Backpack for such G2P Gene. [* * *]. *** 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. (iii) During Collaboration Year 7, Evogene shall select a minimum of [* * *] ([* * *]) Preferred Modes of Use delivered by Evogene during Collaboration Year 6 in Collaboration Hit G2P Data Backpacks delivered by Evogene under Section 5.5.2(b5.5B.2(b), on which Evogene shall conduct Project G2P Validation, and shall provide a Project G2P Validation Data Backpack for each such Preferred Mode of Use within [* * *] from delivery of the Collaboration Hit G2P Data Back. (iv) In addition, during Collaboration Year 7, Evogene shall select a minimum of [* * *] ([* * *]) G2P Genes delivered by Evogene during Collaboration Year 6 under Section 5.5.2(b5.5B.2(b), or the actual number of G2P Genes delivered by Evogene under Section 5.5.2(b5.5B.2(b) if less than [* * *] ([* * *]) G2P Genes, on which Evogene shall conduct Model Plant Validation (or on Collaboration Hit Homologs or PlaNet Gene Homologs thereof, as the case may be, if approved by the Research Committee), and shall provide a Discovery Validation Data Backpack for each such G2P Gene (or Collaboration Hit Homolog or PlaNet Gene Homolog) within [* * *] ([* * *]) [* * *] from delivery of the Collaboration Hit Data Backpack for such G2P Gene. [* * *]. *** 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. (b) Notwithstanding the foregoing or anything else to the contrary herein, [* * *]: (i) Evogene’s failure to clone and therefore to conduct Model Plant Validation on up to [* * *] percent ([* * *]%) of the G2P Genes [* * *] on which Evogene is required to perform Model Plant Validation according to Section 5.5.3 and/or , Evogene’s delay of up to [* * *] ([* * *]) [* * *] in completing Model Plant Validation (and delivering the Discovery Validation Data Backpacks) on up to [* * *] percent ([* * *]%) of the G2P Genes on which Evogene is required to perform Model Plant Validation according to Section 5.5.3 5.5B.3 [* * *], shall not constitute a failure of this Evogene Diligence Obligation, provided that the number of G2P Genes [* * *] on which Evogene shall perform Model Plant Validation, shall not be less than the minimum number of G2P Genes on which Evogene is required to perform Model Plant Validation in any Collaboration Year as set forth herein, and *** 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. (ii) Evogene’s failure to clone and therefore to conduct Project G2P Validation on up to [* * *] percent ([* * *]%) of the Preferred Modes of Use on which Evogene is required to perform Model Plant Validation according to Section 5.5.3 and/or Evogene’s delay of up to [* * *] ([* * *]) [* * *] in completing Project G2P Validation (and delivering the Project G2P Validation Data Backpacks) on up to [* * *] percent ([* * *]%) of the Preferred Modes of Use on which Evogene is required to perform Project G2P Validation according to Section 5.5.35.5B.3, shall not constitute a failure of this Evogene Diligence Obligation, provided that the number of Preferred Modes of Use on which Evogene shall perform Project G2P Validation shall not be less than the minimum number of Preferred Modes of Use on which Evogene is required to perform Project G2P Validation in any Collaboration Year as set forth herein.