Bioceres S Clause Samples
Bioceres S. A. will be granted a non-exclusive, royalty-freelicense, with the right to grant sublicenses only to its Affiliates, under the Arcadia-Owned inventions made in whole or in part by or on behalf of Bioceres S.A. or Bioceres Inc., for internal research purposes. Arcadia will be granted a non-exclusive, royalty-free, license, with the right to grant sublicenses only to its Affiliates, under the Bioceres-Owned Inventions made in whole or in part by or on behalf of Arcadia, for internal research purposes. Modification of Licenses Upon Dissolution or Material Breach of LLC: Upon dissolution of the LLC for reasons other than material breach by a Party, the licenses granted to the LLC by each Party will terminate, and the other licenses granted to Bioceres S.A. or Arcadia set forth above will survive. Additionally if a Party materially breaches certain obligations under the Operating Agreement, then the non-breaching Party shall have the right to dissolve the LLC as set forth in the Operating Agreement. In such case, the licenses granted to the LLC will terminate, the other licenses granted to Bioceres S.A. or Arcadia set forth above will survive and the following will apply: The non-breaching Party will be granted a non-exclusive, royalty-bearing license, with the right to grant sublicenses, under each of
Bioceres S. A., a sociedad anónima formed under the laws of the Republic of Argentina (“Parent”); (iv) BIOCERES LLC, a Delaware limited liability company (“Bioceres”); and (v) Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Share Exchange Agreement.
Bioceres S. A., represented herein by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,, as President, with domicile at , ▇▇▇▇▇▇ 210bis, Rosario, Santa Fe, República Argentina, (hereinafter referred to as the “SURETY or SURETY BIOCERES”), and BAF Latam Trade Finance Fund B.V., represented herein by the signatories indicated below in the Acceptance of the Offer, domiciled at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, (hereinafter referred to as the “LENDER”).