Common use of SEED DEVELOPMENT AND COMMERCIALIZATION RESPONSIBILITIES Clause in Contracts

SEED DEVELOPMENT AND COMMERCIALIZATION RESPONSIBILITIES. SYNGENTA shall deliver to D&PL (in viable cotton seed) each VIP3A GENE EVENT developed by SYNGENTA before or during the term of this LICENSE AGREEMENT that SYNGENTA determines is a potential candidate for COMMERCIAL DEVELOPMENT. SYNGENTA'S obligation under the preceding sentence shall terminate upon occurrence of an event described in Subsection 3.5(c)(ii), Subparts (A), (B) and/or (C), and/or upon the occurrence of an event described in Subsection 3.5(c)(ii), Subpart (E), if D&PL gives SYNGENTA the notice described in the third sentence of Subsection 10.2(d), and/or upon the termination of this LICENSE AGREEMENT pursuant to Subsection 14.2(b)(ii)(B). D&PL shall be responsible for the commercialization of LICENSED COMMERCIAL SEED of DELTAPINE VIP3A CULTIVARS and SUBLICENSEE VIP3A CULTIVARS. In furtherance of the development and commercialization of such LICENSED COMMERCIAL SEED by D&PL and its permitted sublicensees: (a) D&PL shall determine, in its judgment reasonably exercised in good faith, the following provisions of the COMMERCIAL DEVELOPMENT PLAN pertaining to development and commercialization of VIP3A GENE EVENTS and LICENSED COMMERCIAL SEED: (i) The criteria for COMMERCIAL INSECT RESISTANCE for VIP3A GENE EVENTS; (ii) Criteria for selection of VIP3A GENE EVENTS for COMMERCIAL DEVELOPMENT; (iii) GENE EQUIVALENCY STANDARDS; (iv) Modifications, if necessary, to the procedure for determining satisfaction of AGRONOMIC CRITERIA (set forth in Exhibit D); and (v) Modifications, if necessary, to SEED PURITY STANDARDS (set forth in Exhibit E). D&PL shall give notice to the LICENSE MANAGEMENT COMMITTEE of its determination of foregoing provisions of the COMMERCIAL DEVELOPMENT PLAN, together with a written statement of the basis for D&PL'S determination and, where appropriate, supporting documents. Upon request from SYNGENTA, and subject to any obligations of confidentiality to which D&PL is subject in agreements with third parties that are in effect on the EFFECTIVE DATE and provided that D&PL shall not be required to waive attorney client privilege, representatives of D&PL shall discuss D&PL's determinations under Section 4.4(a) with the members of the LICENSE MANAGEMENT COMMITTEE. (b) D&PL shall determine, in its judgment reasonably exercised in good faith, and consistent with the COMMERCIAL DEVELOPMENT PLAN: (i) Whether particular VIP3A GENE EVENTS have exhibited the criteria for COMMERCIAL INSECT RESISTANCE; (ii) Which particular VIP3A GENE EVENTS shall be subject to COMMERCIAL DEVELOPMENT; (iii) Whether particular DELTAPINE VIP3A CULTIVARS and SUBLICENSEE VIP3A CULTIVARS meet the AGRONOMIC CRITERIA, GENE EQUIVALENCY STANDARDS and SEED PURITY STANDARDS; and (iv) Which particular DELTAPINE VIP3A CULTIVARS and SUBLICENSEE VIP3A CULTIVARS that meet the foregoing standards shall be commercialized in particular countries. D&PL shall give notice to the LICENSE MANAGEMENT COMMITTEE of its determinations with respect to the foregoing, together with a written statement of the basis for D&PL'S determination and, where appropriate, supporting documents. Upon request from SYNGENTA, and subject to obligations of confidentiality to which D&PL is subject in agreements with third parties that are in effect on the EFFECTIVE DATE and provided that D&PL shall not be required to waive attorney client privilege, representatives of D&PL shall discuss D&PL's determinations under Section 4.4(b) with the members of the LICENSE MANAGEMENT COMMITTEE. (c) D&PL shall make recommendations to the LICENSE MANAGEMENT COMMITTEE on the following matters: (i) The mode of collection of TECHNOLOGY FEES with respect to sales of LICENSED COMMERCIAL SEED in any particular country or geographical region, as provided for in Subsection 6.1(a); (ii) The terms and conditions of any form of sublicense agreements to be executed by LICENSED GROWERS or the wording of container labels or sales documents used in lieu of or in addition to the execution of grower license agreements, as provided for in Subsection 3.1 and Subsection 3.7(e); (iii) The strategy, format, and content of promotion and incentive programs relating to the use of VIP3A GENES to LICENSED COMMERCIAL SEED, including items which may be deducted from TECHNOLOGY FEES in determining NET TECHNOLOGY FEE REVENUE, as provided in Subsection 2.1.50; (iv) The dates by which D&PL shall make recommendations concerning appropriate TECHNOLOGY FEES in each PRICING REGION as provided for in Subsection 6.1(d)(i); (v) The content, scope, limitation and/or necessary conditions of performance warranties which may be made by the PARTIES concerning the VIP3A GENE and/or LICENSED COMMERCIAL SEED as provided in Section 13. D&PL shall give SYNGENTA not less than six (6) months advance notice of the date(s) by which D&PL will next make a recommendation on matters described in Subsections 4.4(c)(i), 4.4(c)(ii) and/or 4.4(c)(iii). The LICENSE MANAGEMENT COMMITTEE shall make a determination on each of the matters described in Subsection 4.4(c) in accordance with the provisions in Subsection 4.5(d).

SEED DEVELOPMENT AND COMMERCIALIZATION RESPONSIBILITIES. SYNGENTA shall ------------------------------------------------------- deliver to D&PL (in viable cotton seed) each VIP3A Cry1Ab GENE EVENT developed by SYNGENTA before or during the term of this LICENSE AGREEMENT that SYNGENTA determines is a potential candidate for COMMERCIAL DEVELOPMENT. SYNGENTA'S obligation under the preceding sentence shall terminate upon occurrence of an event described in Subsection 3.5(c)(ii), Subparts (A), (B) and/or (C), and/or upon the occurrence of an event described in Subsection 3.5(c)(ii), Subpart (E), if D&PL gives SYNGENTA the notice described in the third sentence of Subsection 10.2(d), and/or upon the termination of this LICENSE AGREEMENT pursuant to Subsection 14.2(b)(ii)(B). D&PL shall be responsible for the commercialization of LICENSED COMMERCIAL SEED of DELTAPINE VIP3A Cry1Ab CULTIVARS and SUBLICENSEE VIP3A Cry1Ab CULTIVARS. In furtherance of the development and commercialization of such LICENSED COMMERCIAL SEED by D&PL and its permitted sublicensees: (a) D&PL shall determine, in its judgment reasonably exercised in good faith, the following provisions of the COMMERCIAL DEVELOPMENT PLAN pertaining to development and commercialization of VIP3A Cry1Ab GENE EVENTS and LICENSED COMMERCIAL SEED: (i) The criteria for COMMERCIAL INSECT RESISTANCE for VIP3A Cry1Ab GENE EVENTS; (ii) Criteria for selection of VIP3A Cry1Ab GENE EVENTS for COMMERCIAL DEVELOPMENT; (iii) GENE EQUIVALENCY STANDARDS; (iv) Modifications, if necessary, to the procedure for determining satisfaction of AGRONOMIC CRITERIA (set forth in Exhibit D); and (v) Modifications, if necessary, to SEED PURITY STANDARDS (set forth in Exhibit E). D&PL shall give notice to the LICENSE MANAGEMENT COMMITTEE of its determination of foregoing provisions of the COMMERCIAL DEVELOPMENT PLAN, together with a written statement of the basis for D&PL'S determination and, where appropriate, supporting documents. Upon request from SYNGENTA, and subject to any obligations of confidentiality to which D&PL is subject in agreements with third parties that are in effect on the EFFECTIVE DATE and provided that D&PL shall not be required to waive attorney client privilege, representatives of D&PL shall discuss D&PL's determinations under Section 4.4(a) with the members of the LICENSE MANAGEMENT COMMITTEE. (b) D&PL shall determine, in its judgment reasonably exercised in good faith, and consistent with the COMMERCIAL DEVELOPMENT PLAN: (i) Whether particular VIP3A Cry1Ab GENE EVENTS have exhibited the criteria for COMMERCIAL INSECT RESISTANCE; (ii) Which particular VIP3A Cry1Ab GENE EVENTS shall be subject to COMMERCIAL DEVELOPMENT; (iii) Whether particular DELTAPINE VIP3A Cry1Ab CULTIVARS and SUBLICENSEE VIP3A Cry1Ab CULTIVARS meet the AGRONOMIC CRITERIA, GENE EQUIVALENCY STANDARDS and SEED PURITY STANDARDS; and (iv) Which particular DELTAPINE VIP3A Cry1Ab CULTIVARS and SUBLICENSEE VIP3A Cry1Ab CULTIVARS that meet the foregoing standards shall be commercialized in particular countries. D&PL shall give notice to the LICENSE MANAGEMENT COMMITTEE of its determinations with respect to the foregoing, together with a written statement of the basis for D&PL'S determination and, where appropriate, supporting documents. Upon request from SYNGENTA, and subject to obligations of confidentiality to which D&PL is subject in agreements with third parties that are in effect on the EFFECTIVE DATE and provided that D&PL shall not be required to waive attorney client privilege, representatives of D&PL shall discuss D&PL's determinations under Section 4.4(b) with the members of the LICENSE MANAGEMENT COMMITTEE. (c) D&PL shall make recommendations to the LICENSE MANAGEMENT COMMITTEE on the following matters: (i) The mode of collection of TECHNOLOGY FEES with respect to sales of LICENSED COMMERCIAL SEED in any particular country or geographical region, as provided for in Subsection 6.1(a); (ii) The terms and conditions of any form of sublicense agreements to be executed by LICENSED GROWERS or the wording of container labels or sales documents used in lieu of or in addition to the execution of grower license agreements, as provided for in Subsection 3.1 and Subsection 3.7(e); (iii) The strategy, format, and content of promotion and incentive programs relating to the use of VIP3A Cry1Ab GENES to LICENSED COMMERCIAL SEED, including items which may be deducted from TECHNOLOGY FEES in determining NET TECHNOLOGY FEE REVENUE, as provided in Subsection 2.1.502.1.54; (iv) The dates by which D&PL shall make recommendations concerning appropriate TECHNOLOGY FEES in each PRICING REGION as provided for in Subsection 6.1(d)(i); (v) The content, scope, limitation and/or necessary conditions of performance warranties which may be made by the PARTIES concerning the VIP3A Cry1Ab GENE and/or LICENSED COMMERCIAL SEED as provided in Section 13. D&PL shall give SYNGENTA not less than six (6) months advance notice of the date(s) by which D&PL will next make a recommendation on matters described in Subsections 4.4(c)(i), 4.4(c)(ii) and/or 4.4(c)(iii). The LICENSE MANAGEMENT COMMITTEE shall make a determination on each of the matters described in Subsection 4.4(c) in accordance with the provisions in Subsection 4.5(d).

SEED DEVELOPMENT AND COMMERCIALIZATION RESPONSIBILITIES. SYNGENTA shall ------------------------------------------------------- deliver to D&PL (in viable inviable cotton seed) each VIP3A GENE EVENT developed by SYNGENTA before or during the term of this LICENSE AGREEMENT that SYNGENTA determines is a potential candidate for COMMERCIAL DEVELOPMENT. SYNGENTA'S obligation under the preceding sentence shall terminate upon occurrence of an event described in Subsection 3.5(c)(ii), Subparts (A), (B) and/or (C), and/or upon the occurrence of an event described in Subsection 3.5(c)(ii), Subpart (E), if D&PL gives SYNGENTA the notice described in the third sentence of Subsection 10.2(d), and/or upon the termination of this LICENSE AGREEMENT pursuant to Subsection 14.2(b)(ii)(B). D&PL shall be responsible for the commercialization of LICENSED COMMERCIAL SEED of DELTAPINE VIP3A CULTIVARS and SUBLICENSEE VIP3A CULTIVARS. In furtherance of the development and commercialization of such LICENSED COMMERCIAL SEED by D&PL and its permitted sublicensees: (a) D&PL shall determine, in its judgment reasonably exercised in good faith, the following provisions of the COMMERCIAL DEVELOPMENT PLAN pertaining to development and commercialization of VIP3A GENE EVENTS and LICENSED COMMERCIAL SEED: (i) The criteria for COMMERCIAL INSECT RESISTANCE for VIP3A GENE EVENTS; (ii) Criteria for selection of VIP3A GENE EVENTS for COMMERCIAL DEVELOPMENT; (iii) GENE EQUIVALENCY STANDARDS; (iv) Modifications, if necessary, to the procedure for determining satisfaction of AGRONOMIC CRITERIA (set forth in Exhibit D); and (v) Modifications, if necessary, to SEED PURITY STANDARDS (set forth in Exhibit E). D&PL shall give notice to the LICENSE MANAGEMENT COMMITTEE of its determination of foregoing provisions of the COMMERCIAL DEVELOPMENT PLAN, together with a written statement of the basis for D&PL'S determination and, where appropriate, supporting documents. Upon request from SYNGENTA, and subject to any obligations of confidentiality to which D&PL is subject in agreements with third parties that are in effect on the EFFECTIVE DATE and provided that D&PL shall not be required to waive attorney client privilege, representatives of D&PL shall discuss D&PL's determinations under Section 4.4(a) with the members of the LICENSE MANAGEMENT COMMITTEE. (b) D&PL shall determine, in its judgment reasonably exercised in good faith, and consistent with the COMMERCIAL DEVELOPMENT PLAN: (i) Whether particular VIP3A GENE EVENTS have exhibited the criteria for COMMERCIAL INSECT RESISTANCE; (ii) Which particular VIP3A GENE EVENTS shall be subject to COMMERCIAL DEVELOPMENT; (iii) Whether particular DELTAPINE VIP3A CULTIVARS and SUBLICENSEE VIP3A CULTIVARS meet the AGRONOMIC CRITERIA, GENE EQUIVALENCY STANDARDS and SEED PURITY STANDARDS; and (iv) Which particular DELTAPINE VIP3A CULTIVARS and SUBLICENSEE VIP3A CULTIVARS that meet the foregoing standards shall be commercialized in particular countries. D&PL shall give notice to the LICENSE MANAGEMENT COMMITTEE of its determinations with respect to the foregoing, together with a written statement of the basis for D&PL'S determination and, where appropriate, supporting documents. Upon request from SYNGENTA, and subject to obligations of confidentiality to which D&PL is subject in agreements with third parties that are in effect on the EFFECTIVE DATE and provided that D&PL shall not be required to waive attorney client privilege, representatives of D&PL shall discuss D&PL's determinations under Section 4.4(b) with the members of the LICENSE MANAGEMENT COMMITTEE. (c) D&PL shall make recommendations to the LICENSE MANAGEMENT COMMITTEE on the following matters: (i) The mode of collection of TECHNOLOGY FEES with respect to sales of LICENSED COMMERCIAL SEED in any particular country or geographical region, as provided for in Subsection 6.1(a); (ii) The terms and conditions of any form of sublicense agreements to be executed by LICENSED GROWERS or the wording of container labels or sales documents used in lieu of or in addition to the execution of grower license agreements, as provided for in Subsection 3.1 and Subsection 3.7(e); (iii) The strategy, format, and content of promotion and incentive programs relating to the use of VIP3A GENES to LICENSED COMMERCIAL SEED, including items which may be deducted from TECHNOLOGY FEES in determining NET TECHNOLOGY FEE REVENUE, as provided in Subsection 2.1.50; (iv) The dates by which D&PL shall make recommendations concerning appropriate TECHNOLOGY FEES in each PRICING REGION as provided for in Subsection 6.1(d)(i); (v) The content, scope, limitation and/or necessary conditions of performance warranties which may be made by the PARTIES concerning the VIP3A GENE and/or LICENSED COMMERCIAL SEED as provided in Section 13. D&PL shall give SYNGENTA not less than six (6) months advance notice of the date(s) by which D&PL will next make a recommendation on matters described in Subsections 4.4(c)(i), 4.4(c)(ii) and/or 4.4(c)(iii). The LICENSE MANAGEMENT COMMITTEE shall make a determination on each of the matters described in Subsection 4.4(c) in accordance with the provisions in Subsection 4.5(d).

SEED DEVELOPMENT AND COMMERCIALIZATION RESPONSIBILITIES. SYNGENTA shall deliver to D&PL (in viable cotton seed) each VIP3A Cry1Ab GENE EVENT developed by SYNGENTA before or during the term of this LICENSE AGREEMENT that SYNGENTA determines is a potential candidate for COMMERCIAL DEVELOPMENT. SYNGENTA'S obligation under the preceding sentence shall terminate upon occurrence of an event described in Subsection 3.5(c)(ii), Subparts (A), (B) and/or (C), and/or upon the occurrence of an event described in Subsection 3.5(c)(ii), Subpart (E), if D&PL gives SYNGENTA the notice described in the third sentence of Subsection 10.2(d), and/or upon the termination of this LICENSE AGREEMENT pursuant to Subsection 14.2(b)(ii)(B). D&PL shall be responsible for the commercialization of LICENSED COMMERCIAL SEED of DELTAPINE VIP3A Cry1Ab CULTIVARS and SUBLICENSEE VIP3A Cry1Ab CULTIVARS. In furtherance of the development and commercialization of such LICENSED COMMERCIAL SEED by D&PL and its permitted sublicensees: (a) D&PL shall determine, in its judgment reasonably exercised in good faith, the following provisions of the COMMERCIAL DEVELOPMENT PLAN pertaining to development and commercialization of VIP3A Cry1Ab GENE EVENTS and LICENSED COMMERCIAL SEED: (i) The criteria for COMMERCIAL INSECT RESISTANCE for VIP3A Cry1Ab GENE EVENTS; (ii) Criteria for selection of VIP3A Cry1Ab GENE EVENTS for COMMERCIAL DEVELOPMENT; (iii) GENE EQUIVALENCY STANDARDS; (iv) Modifications, if necessary, to the procedure for determining satisfaction of AGRONOMIC CRITERIA (set forth in Exhibit D); and (v) Modifications, if necessary, to SEED PURITY STANDARDS (set forth in Exhibit E). D&PL shall give notice to the LICENSE MANAGEMENT COMMITTEE of its determination of foregoing provisions of the COMMERCIAL DEVELOPMENT PLAN, together with a written statement of the basis for D&PL'S determination and, where appropriate, supporting documents. Upon request from SYNGENTA, and subject to any obligations of confidentiality to which D&PL is subject in agreements with third parties that are in effect on the EFFECTIVE DATE and provided that D&PL shall not be required to waive attorney client privilege, representatives of D&PL shall discuss D&PL's determinations under Section 4.4(a) with the members of the LICENSE MANAGEMENT COMMITTEE. (b) D&PL shall determine, in its judgment reasonably exercised in good faith, and consistent with the COMMERCIAL DEVELOPMENT PLAN: (i) Whether particular VIP3A Cry1Ab GENE EVENTS have exhibited the criteria for COMMERCIAL INSECT RESISTANCE; (ii) Which particular VIP3A Cry1Ab GENE EVENTS shall be subject to COMMERCIAL DEVELOPMENT; (iii) Whether particular DELTAPINE VIP3A Cry1Ab CULTIVARS and SUBLICENSEE VIP3A Cry1Ab CULTIVARS meet the AGRONOMIC CRITERIA, GENE EQUIVALENCY STANDARDS and SEED PURITY STANDARDS; and (iv) Which particular DELTAPINE VIP3A Cry1Ab CULTIVARS and SUBLICENSEE VIP3A Cry1Ab CULTIVARS that meet the foregoing standards shall be commercialized in particular countries. D&PL shall give notice to the LICENSE MANAGEMENT COMMITTEE of its determinations with respect to the foregoing, together with a written statement of the basis for D&PL'S determination and, where appropriate, supporting documents. Upon request from SYNGENTA, and subject to obligations of confidentiality to which D&PL is subject in agreements with third parties that are in effect on the EFFECTIVE DATE and provided that D&PL shall not be required to waive attorney client privilege, representatives of D&PL shall discuss D&PL's determinations under Section 4.4(b) with the members of the LICENSE MANAGEMENT COMMITTEE. (c) D&PL shall make recommendations to the LICENSE MANAGEMENT COMMITTEE on the following matters: (i) The mode of collection of TECHNOLOGY FEES with respect to sales of LICENSED COMMERCIAL SEED in any particular country or geographical region, as provided for in Subsection 6.1(a); (ii) The terms and conditions of any form of sublicense agreements to be executed by LICENSED GROWERS or the wording of container labels or sales documents used in lieu of or in addition to the execution of grower license agreements, as provided for in Subsection 3.1 and Subsection 3.7(e); (iii) The strategy, format, and content of promotion and incentive programs relating to the use of VIP3A Cry1Ab GENES to LICENSED COMMERCIAL SEED, including items which may be deducted from TECHNOLOGY FEES in determining NET TECHNOLOGY FEE REVENUE, as provided in Subsection 2.1.502.1.54; (iv) The dates by which D&PL shall make recommendations concerning appropriate TECHNOLOGY FEES in each PRICING REGION as provided for in Subsection 6.1(d)(i); (v) The content, scope, limitation and/or necessary conditions of performance warranties which may be made by the PARTIES concerning the VIP3A Cry1Ab GENE and/or LICENSED COMMERCIAL SEED as provided in Section 13. D&PL shall give SYNGENTA not less than six (6) months advance notice of the date(s) by which D&PL will next make a recommendation on matters described in Subsections 4.4(c)(i), 4.4(c)(ii) and/or 4.4(c)(iii). The LICENSE MANAGEMENT COMMITTEE shall make a determination on each of the matters described in Subsection 4.4(c) in accordance with the provisions in Subsection 4.5(d).