Collaboration Agreement



                                     between



                                 Tilligen, Inc.



                                       and



                           Senesco Technologies, Inc.



                               September 20, 2002





{PAGE}



     THIS IS AN AGREEMENT  effective  September 20, 2002,  ("Effective Date") by

and between Tilligen,  Inc., a Washington corporation having its principal place

of business at 1000 Seneca Street,  Seattle,  WA 98101  ("Tilligen") and Senesco

Technologies,  Inc. ("Senesco"), a Delaware corporation having a principal place

of business at 303 George Street, Suite 420, New Brunswick, NJ 08901.



     Senesco has certain technologies related to controlling plant senescence by

altering the expression of plant genes and their cognate expressed proteins that

are induced during or coincident with the onset of senescence.



     Tilligen  has  certain   technologies   relating  to  the   generation  and

identification of mutations in genes predictive of traits of interest.



     Senesco and Tilligen are  establishing  a research  alliance to develop and

commercialize  certain improved varieties of [**] containing desirable Mutations

(hereinafter defined).



     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements

hereinafter set forth, the parties agree as follows:



1.   DEFINITIONS

     -----------



     Terms in this Agreement defined in the singular have the same meanings when

used in the plural and vice versa. For purposes of this Agreement, the following

words and phrases shall have the following meanings:



     1.1  "Affiliate"  means with  respect  to any  person or entity,  any other

person or entity that  directly or indirectly  controls,  is controlled by or is

under  common  control  with such person or entity.  A person or entity shall be

deemed to be  "controlled" by any other person or entity if such other person or

entity  (i)  possesses,  directly  or  indirectly,  power to direct or cause the

direction of the  management  and  policies of such person or entity  whether by

contract or otherwise, (ii) has direct or indirect ownership of at least 50% (in

the aggregate) of the voting power of all outstanding shares entitled to vote at

a general  election of  directors of the person or entity or (iii) has direct or

indirect ownership of at least 50% of the equity interests in a partnership or a

limited liability company.



     1.2  "Agreement" means this Collaboration Agreement.



     1.3  "Contract  Party" means a  distributor,  processor,  packer or similar

party having a contractual  relationship  with Senesco ([**] in association with

its  relationship  with Senesco)  pursuant to which Senesco ([**] in association

with its  relationship  with Senesco)  permits such party to make, use,  market,

distribute, import, sell or offer for sale any Licensed Product.



     1.4  "Field" means [**] varieties of [**].



                                       1

{PAGE}



     1.5  "Gene Target" means a gene chosen by the Collaboration  Managers to be

analyzed by Tilligen for Mutations as provided for in the Research Plan.



     1.6  "Intellectual  Property"  means all  patents  and patent  applications

owned or controlled  by a party or any of its  Affiliates or under which a party

has a right to practice  with the right to extend such right to practice,  which

contain claims, the rights to which are necessary or useful for the development,

propagation,  manufacture,  use,  sale or  distribution  of  Licensed  Products.

Intellectual Property will also include all inventions,  discoveries,  know-how,

trade secrets, information,  experience, technical data, formulas, procedures or

results  relating to the Licensed  Products and which are necessary for purposes

of  performing  the Research  Plan  (including,  without  limitation,  physical,

chemical, biological, toxicological, and pharmacological data, product forms and

formulations,  and know-how relating to methods, processes or techniques for the

development,  propagation,  manufacture,  use, sale or  distribution of Licensed

Products  or related  products or  materials),  which are held by a party or its

Affiliates  with  right  to  license  or  sublicense  during  the  term  of this

Agreement,  and which  Intellectual  Property  is useful  or  necessary  for the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC