Common use of Grantback Nonexclusive License Clause in Contracts

Grantback Nonexclusive License. Subject to the terms and conditions of this Agreement, Monsanto (on behalf of itself and its Affiliates) grants and agrees to grant to Evogene and its Affiliates (in each case, so long as such Person remains an Affiliate of Evogene), and Evogene hereby accepts for itself and such Affiliates, with respect to each Excluded Collaboration Hit, but only in each Monsanto Crop as to which Monsanto failed to meet its Diligence Obligation to advance such Excluded Collaboration Hit as described in Section 5.10.2, and with respect to each Excluded PlaNet Xxxx Xxxxx, but only in each Monsanto Crop as to which Monsanto failed to meet its Diligence Obligation to advance such Excluded PlaNet Xxxx Xxxxx as described in Section 5.10.2(a), non-exclusive, royalty-free, worldwide, perpetual, non-transferable (except pursuant to Section 17.5) and irrevocable license, under the Monsanto Improvement Patent Rights that cover such Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx, as the case may be, to use Improvements relating to such Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx for Research Purposes and for commercial exploitation in each such Monsanto Crop, solely for transgenic applications and solely for the purpose of practicing inventions claimed in Valid Claims in the Evogene Patent Rights to the extent that (i) such Valid Claims were issued at the time the applicable Collaboration Hit became an Excluded Collaboration Hit or the applicable PlaNet Xxxx Xxxxx became an Excluded PlaNet Xxxx Xxxxx, or were applied for at such time and were issued at any time thereafter and (ii) such Valid Claims relate to the applicable Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx. The license granted hereunder is limited to patent rights, and does not include a transfer or conveyance to Evogene of Biological Material (including Events, Germplasm, vectors or like material) or any technology used by Monsanto to create the Improvement that is the subject of the Monsanto Improvement Patent Rights. Monsanto shall provide Evogene with all data reasonably available to Monsanto or its Affiliates that is necessary to continue development work with such Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx (including the results of any field trials). Evogene is entitled, in connection with the grant of a license to Evogene Patent Rights covering such Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx, to xxxxx sublicenses under the license set forth in this Section 3.2.1 to any Third Party.

Grantback Nonexclusive License. Subject to the terms and conditions of this Agreement, Monsanto (on behalf of itself and its Affiliates) grants and agrees to grant to Evogene and its Affiliates (in each case, so long as such Person remains an Affiliate of Evogene), and Evogene hereby accepts for itself and such Affiliates, with respect to each Excluded Collaboration Hit, but only in each Monsanto Crop as to which Monsanto failed to meet its Diligence Obligation to advance such Excluded Collaboration Hit as described in Section 5.10.25.6.2, and with respect to each Excluded PlaNet Xxxx Xxxxx, but only in each Monsanto Crop as to which Monsanto failed to meet its Diligence *** 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. Obligation to advance such Excluded PlaNet Xxxx Xxxxx as described in Section 5.10.2(a), 5.6.2a non-exclusive, royalty-free, worldwide, perpetual, non-transferable (except pursuant to Section 17.5) and irrevocable license, under the Monsanto Improvement Patent Rights that cover such Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx, as the case may be, to use Improvements relating to such Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx for Research Purposes and for commercial exploitation in each such Monsanto Crop, solely for transgenic applications and solely for the purpose of practicing inventions claimed in Valid Claims in the Evogene Patent Rights to the extent that (i) such Valid Claims were issued at the time the applicable Collaboration Hit became an Excluded Collaboration Hit or the applicable PlaNet Xxxx Xxxxx became an Excluded PlaNet Xxxx Xxxxx, or were applied for at such time and were issued at any time thereafter and (ii) such Valid Claims relate to the applicable Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx. The license granted hereunder is limited to patent rights, and does not include a transfer or conveyance to Evogene of Biological Material (including Events, Germplasm, vectors or like material) or any technology used by Monsanto to create the Improvement that is the subject of the Monsanto Improvement Patent Rights. Monsanto shall provide Evogene with all data reasonably available to Monsanto or its Affiliates that is necessary to continue development work with such Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx (including the results of any field trials). Evogene is entitled, in connection with the grant of a license to Evogene Patent Rights covering such Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx, to xxxxx sublicenses under the license set forth in this Section 3.2.1 to any Third Party.

Grantback Nonexclusive License. Subject to the terms and conditions of this Agreement, Monsanto (on behalf of itself and its Affiliates) grants and agrees to grant to Evogene and its Affiliates (in each case, so long as such Person remains an *** 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. Affiliate of Evogene), and Evogene hereby accepts for itself and such Affiliates, with respect to each Excluded Collaboration Hit, but only in each Monsanto Crop as to which Monsanto failed to meet its Diligence Obligation to advance such Excluded Collaboration Hit as described in Section 5.10.2, and with respect to each Excluded PlaNet Xxxx Xxxxx, but only in each Monsanto Crop as to which Monsanto failed to meet its Diligence Obligation to advance such Excluded PlaNet Xxxx Xxxxx as described in Section 5.10.2(a), non-exclusive, royalty-free, worldwide, perpetual, non-transferable (except pursuant to Section 17.5) and irrevocable license, under the Monsanto Improvement Patent Rights that cover such Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx, as the case may be, to use Improvements relating to such Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx for Research Purposes and for commercial exploitation in each such Monsanto Crop, solely for transgenic applications and solely for the purpose of practicing inventions claimed in Valid Claims in the Evogene Patent Rights to the extent that (i) such Valid Claims were issued at the time the applicable Collaboration Hit became an Excluded Collaboration Hit or the applicable PlaNet Xxxx Xxxxx became an Excluded PlaNet Xxxx Xxxxx, or were applied for at such time and were issued at any time thereafter and (ii) such Valid Claims relate to the applicable Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx. The license granted hereunder is limited to patent rights, and does not include a transfer or conveyance to Evogene of Biological Material (including Events, Germplasm, vectors or like material) or any technology used by Monsanto to create the Improvement that is the subject of the Monsanto Improvement Patent Rights. Monsanto shall provide Evogene with all data reasonably available to Monsanto or its Affiliates that is necessary to continue development work with such Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx (including the results of any field trials). Evogene is entitled, in connection with the grant of a license to Evogene Patent Rights covering such Excluded Collaboration Hit or Excluded PlaNet Xxxx Xxxxx, to xxxxx sublicenses under the license set forth in this Section 3.2.1 to any Third Party.