LICENSE AGREEMENT

LICENSE AGREEMENT

1.              INTRODUCTION OF THE PARTIES

This Agreement is made effective the    day of November 2006, (the “Effective Date”), by and between:

Bayer CropScience GmbH,

having its registered office at

Industriepark Hoechst, K607,

Bruningstrasse 50,

65926 Frankfurt am Main,

Germany

(hereinafter referred to as “LICENSEE”)

and

Senesco Technologies, Inc.,

having its registered office at

303 George Street, Suite 420

New Brunswick, NJ  08901

(hereinafter referred to as “SENESCO”)

2.              PREAMBLE

WHEREAS SENESCO has developed certain technology related to conferring useful traits, particularly increased seed yield, in plants based on modulating the gene expression of eukaryotic translation initiation factor 5A (“eIF-5A”) and/or deoxyhypusine synthase (“DHS”);

WHEREAS LICENSEE desires to obtain an exclusive license under the Patents and Know-How as hereinafter defined for research and development and for commercialization of certain Products as hereinafter defined;

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties HEREBY AGREE as follows:

3.              DEFINITIONS

In this Agreement the following words and expressions shall have the following meaning:

3.1            “Advanced Development Completion”: ***.

3.2            “Agreement”: this agreement, which includes the preamble and the ANNEXES.

3.3            “ANNEX”: the documents marked “ANNEX” and which form part of this Agreement.

3.4            “Affiliate”: any company controlled by, or under common control with, or controlling LICENSEE, “control” meaning in this context the direct or indirect ownership of at least fifty per cent (50 %) of the voting stock/shares of a company, or the power to nominate at least half of the directors, or the power otherwise to determine the policy of a company.

3.5            “BRASSICA”: cells, plants, seeds, part of plants of any species of the genus Brassica cultivated for oilseed production, including but not limited to Brassica napus, Brassica juncea, Brassica rapa, Brassica carinata.

3.6            “ Early Development Completion”: ***.

3.7            “Effective Date”: the date first written above.

3.8            “Gene Component”: a single locus in the genome of a BRASSICA, comprising a DNA sequence introduced by BAYER which modulates the native expression of eIF-5A and/or DHS.

3.9            “Gene Component Confirmation”: ***.

3.10          “Licensed Patents”: all Patents a) owned by SENESCO and b) licensed-in, with the right to grant sublicenses, by SENESCO, which relate to the Licensed Technology, including, without limitation, those Patents listed in ANNEX I.

3.11          “Licensed Know-How”: all information, sequences, data, results, knowledge, biological material, processes, protocols and/or algorithms in the possession of SENESCO existing on or before the Effective Date which a) is not generally available, b) that relates to the use of Licensed Technology in Arabidopsis and BRASSICA and c) is transferred to Licensee identified as “Know How”. Licensed Know How will be listed in ANNEX II and will be subject to the confidentiality obligations as set out in Article 13.

3.12          “Licensed Technology”: methods and means to modulate expression of eIF-5A and/or DHS (including all of their isoforms).

3.13          “License Income”: the amounts of royalties and/or lump sum fees effectively received by BAYER from a third party other than an Affiliate as a remuneration for the grant of a sublicense, without transfer of biological materials, under the Licensed Patents and/or the Licensed Know-How.

3.14          “Parties”: the parties to this Agreement and “Party” means one of them.

3.15          “Patent”: any pending patent application(s) and unexpired patent(s) in any country, and any unexpired patent that subsequently issues upon any patent application and including all patents that issue on all divisions, continuations, continuations-in-part, reissues, reexaminations, extensions, Supplementary Protection Certificates, which have not been adjudicated to be invalid or unenforceable in an unappealable or

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unappealed decision of the applicable patent office or court of competent jurisdiction.

3.16          “Product”: any and all BRASSICA which contains at least one Gene Component, and which would infringe at least one Valid Claim of the Licensed Patents in the absence of a license under this Agreement.

3.17          “Product Launch”: first commercial sale to a third party of the first Product to be commercialized.

3.18          “Proof of Phenotype”: *** .

3.19          “Regulatory Clearance”: *** .

3.20          “Territory”: worldwide.

3.21          “Valid Claim”: any claim of an issued and unexpired Patent that has not been finally rejected or declared invalid by a patent office or court of competent jurisdiction by a decision which is unappealable or unappealed, or which has not been revoked by an agency of competent jurisdiction.

4.              LICENSE GRANT

4.1            SENESCO hereby grants to LICENSEE, solely in BRASSICA, an exclusive license under the Licensed Patents and the Licensed Know-How to use the Licensed Technology to make, have made, sell, have sold, offer for sale, have offered for sale, import, and use Products in the Territory and, solely for BRASSICA, to otherwise practice and use Licensed Technology.

4.2            For the avoidance of doubt, it is stated expressly that the license granted in Article 4.1 includes the right for LICENSEE and its Affiliates to subcontract the implementation of activities covered by the license under responsibility of LICENSEE or its Affiliates, provided that the subcontractor shall implement such activities for the sole benefit and under the supervision of LICENSEE or its Affiliates.

5.              IMPROVEMENT

5.1            LICENSEE shall be the owner of the proprietary rights in all results obtained and inventions made by LICENSEE or any of its AFFILIATES by using the Licensed Technology, Licensed Know How, Licensed Patents under the terms and during the course of this Agreement (hereinafter “Licensee Improvement”), and has the right to protect these Licensee Improvements by any means LICENSEE deems appropriate including filing patent applications in relation thereto.

5.2            LICENSEE grants SENESCO a fully paid up royalty free non-exclusive license on any Licensee Improvement to the Licensed Technology developed by Licensee and/or its Affiliates through use in whole or in part of the Licensed Patents,

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Licensed Know-How and/or Licensed Technology for use outside BRASSICA and outside the following crops: ***.

5.3            For purposes of this articles, a Licensee Improvement which is subject to this Article 5 shall mean an invention, whether protected by Patents or not, that is only directed to the improved or optimized expression of eIF-5A and/or DHS in plants (such as novel eIF-5A genes and DHS genes, novel chimeric genes involving eIF-5A and/or DHS genes) and shall specifically not include an invention made by Licensee that is applicable to the expression of a broader class of genes. In addition, any invention made by Licensee to the extent that it is directed or is applied in relation to BRASSICA shall always be a Licensee Improvement.

6.              SUBLICENSE GRANT

From the Effective Date, LICENSEE is entitled to grant written sublicenses under the Licensed Patents and Licensed Know-How as licensed under this Agreement, solely in BRASSICA, to its Affiliates and any third party.

7.              REPORTS

Upon the first (1 st ) anniversary date of this Agreement and every year thereafter LICENSEE shall provide to SENESCO an annual written report with an overview of the annual License Income for that respective year.

8.              TRANSFER OF TANGIBLES AND INFORMATION

Within eight (8) days from the Effective Date, SENESCO shall provide at no cost materials and data pertaining to the Licensed Patents and Licensed Know-How available to SENESCO for LICENSEE’s use in development of Products. With respect to Licensed Patents SENESCO shall promptly inform LICENSEE of any new patent applications that are filed related to Licensed Technology and shall provide status updates on the Licensed Patents on an annual basis.

9.              MAINTENANCE AND ENFORCEMENT OF PATENTS

9.1            SENESCO shall have the right to file, prosecute, maintain and defend, at its own discretion and at its own cost, any and all Licensed Patents. However, SENESCO shall use its best efforts to have patents granted with a scope covering the Licensed Technology and its use in BRASSICA at least in ***, to the extent that securing patent protection for any part of the Licensed Patents in these countries is still possible at the Effective Date. If at any time and for whatever reason SENESCO decides to abandon or withdraw any of the Licensed Patents pertaining to any of the above mentioned countries without the remainder of the Licensed Patents in that country providing such scope, SENESCO shall provide LICENSEE notice of its intent hereof. If LICENSEE agrees that the Licensed Patents that would remain in such country after such abandonment or withdrawal would not or could not sufficiently cover the Licensed Technology and its use in BRASSICA in such country, LICENSEE may object to such abandonment or withdrawal in which case

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SENESCO shall continue to prosecute, maintain and/or defend such Licensed Patent that it intended to abandon or withdraw. In case such Licensed Patent is a pending patent application or an issued patent that is challenged by a third party, SENESCO may request LICENSEE to assist in the prosecution and/or defense of such Licensed Patent after which, in the absence of a joint decision by the Parties otherwise, LICENSEE will use its best efforts to provide such assistance at its own cost. At least once a year SENESCO will provide to LICENSEE a status update of the Licensed Patents in the above­ mentioned countries with a copy of all the claims that are pending or issued in all Licensed Patents in such country.

9.2            As soon as SENESCO has filed, or has obtained rights on, a new Licensed Patent which contains information or data not contained in a Licensed Patent which is already published or previously communicated by SENESCO to LICENSEE, SENESCO shall provide LICENSEE with a copy of such Licensed Patent (for instance a patent application on a new invention related to the Licensed Technology). Such Licensed Patent and all information and data contained therein shall be subject to the confidentiality obligations of Article 13.

9.3            SENESCO shall not have the right to voluntarily terminate any license to a Patent of the Licensed Patent which it has licensed from a third party and which is sublicensed to Licensee pursuant to this Agreement. However, nothing in this paragraph shall interfere with SENESCO’s rights to terminate such license under circumstances where this Agreement is terminated under the provisions of Article 15.

9.4            Either Party shall notify the other Party promptly in writing of any act of infringement of the Licensed Patents.

With regard to any acts of infringement of the Licensed Patents involving the use of Licensed Technology in BRASSI