EXHIBIT 10.11
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[Monsanto Letterhead Appears Here]
Xxxxx Xxxxxxxx
Calgene
0000 Xxxxx Xxxxxx
Xxxxx, XX 00000
ACC Synthase License
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Dear Xx. Xxxxxxxx:
With respect to the license entitled "Intellectual Property License between The
United States Department of Agriculture and The Monsanto Company on United
States Patent Application Serial Number 07/579,896 `Recombinant ACC Synthase'
filed September 10, 0000," Xxxxxxxx agrees that as long as Calgene remains an
affiliate of Monsanto, as that term is defined in the license, Monsanto will
maintain that license in full force and effect.
Calgene agrees that during the time it is an affiliate of Monsanto, it shall
reimburse Monsanto for any annual fees and any royalties due under the license.
In the event that Monsanto commercializes any product with the scope of the
license, the parties agree that Calgene's obligations shall be limited to
reimbursement of one half of the Annual Maintenance Fee and any fees and
royalties due solely because of activities or sales of Calgene.
Please indicate your acceptance of these terms by signing below.
Monsanto Company
Xxxxxx X. Xxxxxx
President, Ceregen
Agreed and Accepted by:
Calgene, Inc.,
Xxxxx Xxxxxxxx
Chief Executive Officer
