ENOGEN GROWER TECHNOLOGY LICENSE AGREEMENT THIS ENOGEN GROWER TECHNOLOGY LICENSE AGREEMENT (the “Agreement”) is made and entered into as of , 20 (“Effective Date”), by and between Syngenta Seeds, Inc., a Delaware corporation, having an address at 11055 Wayzata Boulevard, Minnetonka, MN 55305 (“Syngenta”), and the individual or entity identified as “Licensee” in the electronic signature block of this Agreement (“Licensee”). RECITALS WHEREAS, Syngenta has developed and produced proprietary varieties of corn seed products, has certain rights relating to technical information and know-how relating to plant transformation useful for improving renewable fuel production quality, and has rights in and to patents, and/or patent applications covering seed corn hybrids containing its Enogen® brand corn amylase product; WHEREAS, Licensee possesses knowledge and expertise regarding the production of corn hybrids and desires to grow the Enogen brand corn amylase products and produce grain to sell to Syngenta or an ethanol plant for use in the ethanol production process. NOW, THEREFORE, in consideration of the recitals and the mutual covenants set forth herein, the Parties agree as follows: 1.
For purposes of this Agreement, the following words and phrases have the following meanings: 1.1.
“Affiliate(s)” means any business entity which controls, is controlled by or is under common control with either Party to this Agreement; for the purposes of this definition, a business entity will be deemed to “control” another business entity if it owns, directly or indirectly, in excess of 50 percent of the outstanding voting securities or capital stock of such business entity or any other comparable equity or ownership interest with respect to a business entity other than a corporation.
“Buy-Out Price” means with respect to Enogen Seed, the price actually paid by Licensee to the Dealer for such Enogen Seed; and, with respect to Enogen Grain, any of the following at Syngenta’s election: (a) the price pursuant to the Enogen Corn Production Agreement under which such Enogen Grain is produced, (b) current market price for local posted bids for new crop corn delivered, or (c) current market prices. If the quantity of Enogen Grain is not knowable at the time of purchase, it will be determined based on the estimated production of Enogen Grain for such planted acres as set forth in the Enogen Corn Production Agreement.
“Dealer” means a Third Party authorized in writing by Syngenta to sell Enogen Seed.
“Enogen Grain” means grain that is produced by Licensee from Enogen Seed.
“Enogen Corn Production Agreement” means the current Enogen Corn production agreement between Licensee and Ethanol Plant or Syngenta for the production of Enogen Grain.
“Enogen Seed” means hybrid corn seed varieties containing Event 3272 provided by Syngenta or a Dealer to Licensee.
“Ethanol Plant” means the ethanol plants identified to Licensee in writing by Syngenta, as amended from time to time by Syngenta in its sole discretion.
“Event 3272” means the corn transformation event set forth in Syngenta’s APHIS Petition No. 05-280-01p for Determination of Nonregulated Status for Maize Event 3272 genetically engineered to produce the AMY79E alpha-amylase protein.
“Licensed Patent Rights” means those patents set forth on Schedule 1, patents maturing from those applications set forth on Schedule 1 or maturing from applications that are divisionals, continuations or continuations-in-part of those applications, and any extensions, continuations, continuations in part, any reissues in whole or in part, or any re-examination in whole or in part, or divisions thereof, and any foreign equivalents of any of the foregoing. For the avoidance of doubt, no rights are granted (by implicatio