Monsanto. Monsanto represents and warrants that it has the right to make conveyances and grants in accordance with the Articles hereof, including, without limitation, the delivery of the Monsanto DNA Information and the grant of rights to use Monsanto Enabling Technology. It is expressly understood, however, that in making the conveyances and grants under this Agreement with the exception of the foregoing provisions of this paragraph, Monsanto MAKES NO REPRESENTATION, EXTENDS NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO:
1) THE SCOPE OR VALIDITY OF ANY PATENT WHICH MAY FALL WITHIN LICENSED PATENT RIGHTS;
2) ANY USE OF LICENSED PRODUCT OR MONSANTO ENABLING TECHNOLOGY BEING FREE FROM INFRINGEMENT OF PATENTS OTHER THAN THE MONSANTO PATENTS CLAIMING MONSANTO ENABLING TECHNOLOGY OR LICENSED PATENT RIGHTS.
Monsanto. “To the Knowledge of Monsanto” as used in this Article 6.1 shall mean: to the actual knowledge, as of the Signature Date, of any member of the Board of Directors or any officer or of Monsanto or a Monsanto Affiliate or any employee of Monsanto or a Monsanto Affiliate who has actively participated in the negotiation of the transactions contemplated by this Agreement.
6.1.1. Monsanto represents and warrants to Ceres that:
6.1.1.1. To the Knowledge of Monsanto
(i) the patent applications comprising Monsanto Enabling Rights and Glyphosate Patent Rights were filed by (or on behalf of) and in the name of Monsanto;
(ii) Monsanto has identified the correct inventors of the inventions claimed in each such patent application, and such inventors have assigned or are subject to an agreement to assign their rights in such inventions to Monsanto;
(iii) none of such patent applications is subject to any claim of ownership by any Third Party;
6.1.1.2. to the Knowledge of Monsanto, Monsanto has the right to make the conveyances and grants in accordance with the Articles hereof, including, without limitation, the license grant to Glyphosate Patent Rights and Monsanto Enabling Patent Rights and the licenses under the interest of Monsanto’s Affiliates, and no such conveyance or grant violates or constitutes an event that is or would be with the passage of time, in any material way, a violation, breach or default of, any material agreement or material obligation to which Monsanto or any such Affiliate of Monsanto is a party or by which it is bound.
Monsanto. Where appropriate, all references to -------- "Monsanto" shall also refer to any Monsanto subsidiary or affiliate, and to any successor, whether such succession results from a merger consolidation, liquidation, purchase of securities, acquisition of assets or otherwise.
Monsanto shall keep, and shall cause its Affiliates, licensees and sublicensees to keep, books and records in such reasonable detail as will permit the reports provided for in this Article hereof to be made and the royalties payable hereunder to be determined. Monsanto further agrees to permit its and its Affiliates books and records to be inspected and audited from time to time (but not more often than once annually) during reasonable business hours by an independent auditor, designated by Rosetta and approved by Monsanto, which approval will not be unreasonably withheld, to the extent necessary to verify the reports provided for in this Article provided, however, that such auditor shall indicate to Rosetta only whether the reports and royalties paid are correct, and if not, the reason why not. In the event that such an audit results in additional royalties being owed to Rosetta, such royalties shall be paid within sixty (60) days from notice of deficiency along with interest calculated as from the date the correct payment was due to the date of actual payment at an annual rate of five (5) percentage points above the prime rate quoted by Chase Manhattan Bank, New York, New York, on the day payment was due, until paid; and if the original royalty payment was more than five percent (5%) less than it should have been, the cost of the audit shall be reimbursed by Monsanto.
Monsanto. Monsanto represents and warrants that it has the right to make conveyances and grants in accordance with the Articles hereof, including, without limitation, the delivery of the Monsanto DNA Information.
Monsanto. Paradigm will clone the Arabidopsis genes (sense and antisense) and Monsanto will clone the non-Arabidopsis genes. Paradigm will attempt to clone the full-length ORF (methionine to stop codon) via RT-PCR, PCR from cloned cDNA or genomic PCR with the primer sequences supplied by Monsanto. A total of four attempts will be made at Paradigm. The first attempt will be RT-PCR or PCR amplification of cloned cDNA. All failures from this reaction will be subjected to genomic PCR. Failure from this round will trigger a reordering of the cloning primers from a different vendor; using the new primers, a second round of attempts from both cDNA and genomic DNA will be conducted. In the case where no construct is obtained after these four attempts, Monsanto will attempt to perform PCR using alternative strategies and, if successful, will return the sequence-verified clones in binary vectors to the Paradigm cloning pipeline. In order for genes to enter Monsanto's remediation process, Paradigm will provide CGPG numbers of declared failures via the tracking database, report the reason for the failure, and send primers to the appropriate Monsanto cloning group. For remediations that are returned to Monsanto by August 31, 2001, Monsanto will have until December 31, 2001 to perform remediation and return the clones to Paradigm. For remediations that are returned to Monsanto after August 312001, Monsanto will have four months to perform the remediations and to return the clones to Paradigm. If Monsanto cannot provide the clone, then Paradigm's efforts will be counted as [___]* % of a data package for that quarter. Paradigm must report the remediations and return the primers to Monsanto for the remediations to ultimately count as [___]* % of a data package under the situation where Monsanto cannot remediate. If Monsanto provides the clone, then Paradigm will be compensated for the data package upon completion of the analysis as if the construct had never failed and entered remediation. The clones abandoned by Monsanto will be reported to Paradigm quarterly. A credit of data packages, computed as [___]* % of the number of constructs for which Monsanto failed to obtain a clone, will be counted toward Paradigm's quarterly deliverable quota. For each quarter, this number will be credited to all components (i.e., Constructs, Plant Transformation, Plate Phenomics, Soil Phenomics, Full Analysis) of the quarterly quota, as presented in "Appendix C: Project Plan Production Target Levels,...
Monsanto. Notwithstanding the above provisions of this Subsection 4.01(a), MONSANTO shall not be obligated to negotiate access to such other consideration (i.e., other than cash or cash equivalent) for DEKALB, except as provided in Subsection 3.11.
(b) In further consideration for the license rights granted by DEKALB hereunder, MONSANTO shall pay as a royalty to DEKALB an amount equal to the [***] or (ii) [***] of the payment established for Subsection 4.02(a), times the Net Units of Licensed DEKALB Corn Products or Licensed MONSANTO Corn Products sold by DEKALB and its Affiliates and International Associates until the obligation under Subsection 4.02(a) of DEKALB to pay royalties to MONSANTO expires.
(c) If DEKALB subsequently grants a license under the Licensed DEKALB Patent Rights to a third party having terms which considered as a whole are more favorable to the licensee than the terms considered as a whole granted to MONSANTO as set forth in Subsection 4.01(a), then DEKALB shall advise MONSANTO as to such more favorable terms. MONSANTO shall, at its election, be entitled upon notice to DEKALB to have this Agreement amended to substitute such third party terms for the terms of this Agreement as of the date upon which such license containing the more favorable terms shall have become effective; provided, however, that MONSANTO also agrees to have the Agreement amended to contain any additional obligations that are recited in such license containing the more favorable terms.
(d) In the event DEKALB shall at any time while this Agreement is in effect be compelled by applicable law to issue licenses under the Licensed DEKALB Patent Rights in the Licensed Field to any other person with royalty terms more favorable than those granted to MONSANTO hereunder, DEKALB shall inform MONSANTO of the order compelling any such licenses and shall offer the royalties only with respect to the country or countries wherein such compulsory licenses have been ordered so that the new royalty terms shall be no less favorable to MONSANTO than those granted to any third party under any such compulsory license.
(e) Nothing in this Subsection 4.01 shall entitle MONSANTO to any retroactive adjustment, reduction in royalty, or other relief from any of the provisions of this Agreement merely because DEKALB shall commence proceedings against a third party who has infringed the Licensed DEKALB Patent Rights, which proceedings shall be resolved by the third party becoming licensed under the Licen...
