Terms and Conditions

This Agreement will remain in effect until either Grower or Bayer chooses to terminate the Agreement, as provided in Section 3(e) below.

From time to time, Bayer may unilaterally revise the terms and conditions of this Agreement, including the incorporated TUG and IRM Grower Guide, by (i) posting such amended terms at agcelerate.com and/or tug.bayer.com, and/or (ii) by notifying Grower of any amended terms by mail, text message, electronic mail, or other means. If Grower has provided Bayer an e-mail address or cell phone number in conjunction with this Agreement, Bayer may send Agreement amendments and new stewardship information to Grower by e-mail, text message,or mail. Grower accepts and agrees to be bound by the amended terms of this Agreement upon the earlier of: (1) Grower’s continued use of Bayer Technologies after receipt of any amended terms and/or the posting of amended terms at agcelerate.com and/or tug.bayer.com; or (2) 30 days after Grower’s receipt of any amended terms and/or the posting of amended terms at agcelerate.com and/or tug.bayer.com. In the event that Grower has not used Bayer Technologies after receipt of any amended terms and/or the posting of amended terms at agcelerate.com and/or tug.bayer.com, and Grower does not accept and agree to the amended terms of the Agreement, Grower may terminate the Agreement, as set forth in Section 3(e), within 30 days after Grower’s receipt of any amended terms and/or the posting of amended terms at agcelerate.com and/or tug.bayer.com. Modifications made to the Agreement pursuant to this Section 3(b) may be reflected in Seed bags, labels, and/or tags, as applicable, produced after such modifications.

Grower may not transfer its rights or obligations to anyone else without the written consent of Bayer. If Grower’s rights or obligations are transferred with Bayer’s consent or by operation of law, this Agreement is binding upon the person or entity receiving the transferred rights or obligations.

If any provision of this Agreement, or portion thereof, is determined to be void or unenforceable, the remaining portions and provisions shall remain in full force and effect.

Grower may terminate this Agreement, effective immediately, by providing written notice of termination to Bayer either by (i) delivering the notice of termination to DRC Data Services, Attn: AgCelerate Agreements, PO Box 221679, Charlotte, NC 28222-1679 or (ii) providing electronic written notice to NAgrowerlicensing@bayer.com. Bayer may terminate this Agreement effective immediately, in whole or in part, by delivering written notice to Grower. Upon termination, Grower’s responsibilities and the other terms herein shall survive (including, but not limited to, the terms set forth in Sections 1(c), 1(d), 1(i), 1(k), 1(l), 3(f), 3(g), and 4)) as to Seed previously purchased or used by Grower.

If Bayer terminates this Agreement, Grower is not entitled to obtain a future limited use license from Bayer unless Bayer provides Grower with specific written notice expressly recognizing the prior termination and inviting Grower to submit a new limited use license. Grower expressly acknowledges that Grower’s submission of a new Technology Stewardship Agreement and Bayer’s issuance of a new license number shall not satisfy the specific written notice requirement and that any such action shall have no legal effect.

1. Injunctive Relief: If Grower is found by any court to have breached any term of this Agreement and/or to have infringed one or more of the United States patents or PVPs, Grower agrees that, among other things, Bayer and Dow AgroSciences, as appropriate, shall be entitled to preliminary and permanent injunctions enjoining Grower and any individual and/or entity acting in concert with or on Grower’s behalf from making, using, selling, or offering Seed for sale. Additionally, Grower agrees that any such finding of infringement by Grower shall entitle Bayer and Dow AgroSciences, as appropriate, to patent infringement damages to the full extent authorized by 35 U.S.C. § 271 et. seq. If Grower is found by any court to have infringed one or more of the United States patents or PVPs covering Bayer Technologies, or otherwise to have breached this Agreement, Grower agrees to pay Bayer, the licensed Bayer Technologies provider(s), and Dow AgroSciences, as appropriate, their attorneys’ fees and costs related to the case plus any other expenses incurred in the investigation of the breach and/or infringement.

2. Liquidated Damages: The parties agree that patent infringement and/or breach of contract damages are difficult to calculate, and agree that for cotton, soybean, and wheat Seed that has been saved and planted by Grower, the reasonable royalty for patent infringement and/or breach of contract damages shall be $250 per unit of soybean Seed, $1,000 per unit of herbicide tolerant cotton Seed, $2,000 per unit of insect protected/herbicide tolerant cotton Seed, and $50 per bushel of wheat Seed. The parties agree that the reasonable royalty and/or breach of contract damages may, like other terms of this license, be modified pursuant to Section 3(b), which may result in an increased reasonable royalty and/or breach of contract damages, as applicable. Patent infringement and/or breach of contract damages for other unauthorized activities (including, but not limited to, unauthorized sales and transfers of Seed as well as unauthorized activities pertaining to other crops) will be separately calculated.

This Agreement and the parties’ relationship shall be governed by the laws of the State of Missouri and the United States (without regard to the choice of law rules).

The failure of Bayer or any owners of patents or PVPs to exercise one or more of its rights under this Agreement on one or more occasions shall not be deemed a waiver on the part of Bayer or such patent or PVP owner to exercise such right(s) on any subsequent occasion.

This Agreement, along with the incorporated TUG, IRM Grower Guide, and applicable Seed bag, label, and/or tag, and any amendments pursuant to Section 3(b) encompasses the entire agreement of the parties, apply to all Seed purchased by Grower, and cannot be modified or amended at any time except (i) pursuant to Section 3(b), (ii) in writing signed by Bayer, or (iii) Bayer’s acceptance of an updated Technology Stewardship Agreement with Grower.

Bayer may collect, use, and disclose personal information, including the Grower Information provided on Page 1 and any information related to the performance of this Agreement, such as information about the use of Bayer products and services, preferences, and feedback, and any communications with Bayer, to assist Bayer in establishing and maintaining a business relationship with Grower, including, for example, to: (i) better understand Grower’s needs and preferences; (ii) enable Bayer to operate and manage its businesses and operations (including research and development of new and existing products and services and offering incentives to retailers to make products and services available); and (iii) periodically send marketing materials, news/updates, and other information about certain products, services, events, and other matters that may be of interest to Grower. For more information about how Bayer handles personal information, please read Bayer’s Privacy Statement, which may be updated from time to time in accordance with its terms, at www.cropscience.bayer.us/privacy-statement.

Grower will comply with all applicable state, federal, and local laws, rules, regulations, and executive orders when performing its obligations under this Agreement.

As a condition precedent to Grower, or any third person with an interest in Grower’s crop, receiving the limited remedy set forth in this Section 4, Grower must provide written, prompt, and timely notice to: (i) Bayer regarding the performance or non-performance of the Bayer Technologies or Seed, or (ii) the Authorized Seed Seller regarding the performance or non-performance of Seed produced by such Authorized Seed Seller or associated entities. Any and all claims brought under this Section 4 must be brought by the earlier of: (1) any date beyond which any seed treatment, seed enhancement, inoculant, or other seed-applied product sold with or applied to the Seed or identified on the Seed’s tag or placard card is not claimed to be effective; or (2) two years after the Seed’s purchase date. Within that time period, all claims must be presented to the Authorized Seed Seller or Bayer within 30 days after the condition or event giving rise to the claim is discovered or should have been discovered, or prior to the harvest of the crop, whichever comes first, so that the claim may be investigated, and the Seed or crop inspected. The notice shall include a statement setting forth the nature of the claim and the name of the Bayer Technologies and/or Seed hybrid or variety. If delivering to Bayer, Grower must (1) deliver written notice to DRC Data Services, Attn: AgCelerate Agreements, PO Box 221679, Charlotte, NC 28222-1679, or (2) provide electronic written notice to nagrowerlicensing@bayer.com.

Bayer warrants the Bayer Technologies licensed hereunder only to the extent specifically set forth on the applicable Seed bag, label, and/or tag, and warrants that the Bayer Technologies will perform only as specifically set forth in the TUG when used in accordance with directions. This warranty applies only to Bayer Technologies contained in Seed that has been licensed by Bayer to Grower pursuant to this Agreement and purchased by Grower from Authorized Seed Sellers. EXCEPT FOR THE EXCLUSIVE WARRANTY SET FORTH ABOVE, BAYER DISCLAIMS ANY AND ALL WARRANTIES, WITH RESPECT TO THE SEED AND ANY PLANT OR CROP GROWN FROM THE SEED, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), INCLUDING, BUT NOT LIMITED TO: (I) THE IMPLIED WARRANTY OF MERCHANTABILITY; (II) THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (III) THE IMPLIED WARRANTY AGAINST INFRINGEMENT (FOR THE SEED ALONE OR IN COMBINATION WITH ANY REGISTERED PESTICIDES OR OTHER SEED TREATMENT PRODUCTS); (IV) ANY WARRANTIES FOR CROP PERFORMANCE OR FREEDOM FROM DISEASE (EVEN IF SEED BORNE); AND (V) IN ACCORDANCE WITH APPLICABLE GOVERNMENTAL REGULATIONS, ANY WARRANTY THAT THE SEED IS FREE OF UNINTENTIONAL PHENOTYPIC AND/OR GENOTYPIC (BIOTECH) TRAITS. IF GROWER: (1) APPLIES OR AUTHORIZES A THIRD PARTY TO APPLY ANY SEED ENHANCEMENT, SEED TREATMENT, OR SEED COATING (WHETHER CHEMICAL OR BIOLOGICAL) TO SEED THAT BAYER HAS NOT RECOMMENDED OR APPROVED; (2) ALLOWS A THIRD PARTY THAT BAYER HAS NOT AUTHORIZED TO APPLY ANY SEED ENHANCEMENT, SEED TREATMENT, OR SEED COATING (WHETHER CHEMICAL OR BIOLOGICAL) TO THE SEED, WHETHER OR NOT BAYER HAS RECOMMENDED OR APPROVED THE SEED ENHANCEMENT, SEED TREATMENT, OR SEED COATING; OR (3) REPACKAGES OR ALLOWS A THIRD PARTY THAT BAYER HAS NOT AUTHORIZED TO REPACKAGE THE SEED, THEN IN EACH CASE BAYER DISCLAIMS ALL WARRANTIES FOR THE ENHANCED, TREATED, COATED, AND/OR REPACKAGED SEED, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE EXCLUSIVE WARRANTY, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND THE IMPLIED WARRANTY AGAINST INFRINGEMENT.

BAYER AND/OR ANY AUTHORIZED SEED SELLER’S TOTAL LIABILITY, AND GROWER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY AND ALL LOSSES, INJURIES, AND/OR DAMAGES ARISING OUT OF THE PURCHASE OR USE OF SEED OR ANY PLANT OR CROP GROWN FROM THIS SEED, OR OTHERWISE ARISING OUT OF BREACH BY BAYER AND/OR AUTHORIZED SEED SELLER OF THE EXCLUSIVE WARRANTY SET FORTH ABOVE, HOWEVER SUCH LIABILITY MAY ARISE, WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER THEORY OF RECOVERY OR REMEDY, SHALL BE, AT THE ELECTION OF BAYER AND/OR AUTHORIZED SEED SELLER, THE PURCHASE PRICE PAID BY GROWER FOR THE SEED (AS SET FORTH IN THE APPLICABLE INVOICE) OR REPLACEMENT OF THE SEED. BAYER AND/OR AUTHORIZED SEED SELLER SHALL NOT BE LIABLE TO PURCHASER AND/ OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, RELIANCE, REMOTE, EXEMPLARY, SPECIAL, INDIRECT OR PUNITIVE DAMAGES. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFIT OR YIELD AND LOSS OF AMOUNTS INCURRED OR EXPENDED IN PLANTING, USING, AND/OR CARING FOR THE SEED AND/OR ANY PLANT OR CROP GROWN FROM THE SEED. GROWER AGREES THAT IF THE PURCHASE PRICE PAID BY GROWER FOR THE SEED OR REPLACEMENT SEED IS PROVIDED, THE REMEDY SET FORTH IN THIS Section 4(c) WILL NOT HAVE FAILED OF ITS ESSENTIAL PURPOSE.

THE PARTIES CONSENT TO THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OF THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI, EASTERN DIVISION, AND THE CIRCUIT COURT OF THE COUNTY OF ST. LOUIS, MISSOURI (ANY LAWSUIT MUST BE FILED, IF IN FEDERAL COURT, IN ST. LOUIS, MO, OR, IF IN STATE COURT, IN ST. LOUIS COUNTY, MO), FOR ALL CLAIMS AND DISPUTES ARISING OUT OF OR RELATING IN ANY WAY WITH THIS AGREEMENT AND/OR PURCHASE OR USE OF SEED OR BAYER TECHNOLOGIES, EXCEPT FOR THOSE CERTAIN CLAIMS MADE BY GROWER AND SUBJECT TO SECTION 4E BELOW. THE PARTIES WAIVE ANY OBJECTION TO VENUE IN THE EASTERN DIVISION OF THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI, AND THE CIRCUIT COURT OF THE COUNTY OF ST. LOUIS, INCLUDING THOSE BASED, IN WHOLE OR IN PART, ON THE DIVISIONAL VENUE LOCAL RULE(S) OF THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION FOR THOSE CERTAIN CLAIMS PURSUANT TO THE PROVISIONS OF THE FEDERAL ARBITRATION ACT, 9 U.S.C. §1 ET SEQ., WHICH MAY BE ENFORCED BY THE PARTIES PURSUANT TO SECTION 4E BELOW. THE PARTIES SPECIFICALLY AGREE THAT THIS SECTION COVERS BAYER AND ANY CURRENT OR FUTURE BAYER AFFILIATES.

Certain states’ agriculture laws and regulations require that a grower submit any seed performance or failure claims to arbitration, conciliation, or mediation before, and as a prerequisite to, maintaining a legal action. Some states also require a timely (as set forth in the applicable laws and regulations) inspection as part of that process. Grower acknowledges the applicability of such laws and regulations, including, without limitation, associated notice requirements, and agrees to follow such laws and regulations with respect to all Seed. Grower should consult applicable state agriculture laws and regulations for further detail. This requirement to arbitrate specifically excludes any claim, action, or dispute (i) involving the infringement, validity, or enforceability of a patent or that otherwise arises under the United States patent laws or, (ii) if state agriculture law does not require arbitration of seed performance or failure claims.

If not specified in the state seed law, the parties acknowledge that this transaction involves interstate commerce and agree that arbitration shall be conducted pursuant to the provisions of the Federal Arbitration Act, 9 U.S.C. Sec 1 et seq. and administered under the Administered Arbitration Rules established by the International Institute for Conflict Prevention and Resolution, Inc. (“CPR”). The arbitration hearing shall be conducted in the capital city of the state of Grower’s residence or in any other place as the parties decide by mutual agreement. Grower and Bayer/Authorized Seed Sellers shall each pay one half of the CPR filing fee and one half of CPR’s administrative and arbitrator fees and expenses as they are incurred. The arbitrator(s) shall have the power to apportion the ultimate responsibility for all CPR fees in the final award. The arbitration proceedings and results shall remain confidential and shall not be disclosed without the written agreement of all parties, except to the extent necessary to effectuate the decision or award or as otherwise required by law.

The Parties Agree to Waive, to the Fullest Extent Permitted Under Applicable Law, Any Right to Bring or Participate In A Class Action. In any lawsuit or other adversarial proceeding brought by Bayer against Grower arising out of or relating in any way to this Agreement, Bayer agrees not to proceed as a representative of or on behalf of any other person, class, or entity. In any lawsuit or other adversarial proceeding brought by Grower, or any person or entity which claims an interest in Grower’s crop or material produced from Seed, against Bayer or an Authorized Seed Seller arising out of or relating in any way to this Agreement or relating in any way to the handling or use of Seed, crops or material produced from Seed, crop residue, or Seed treatments, Grower, or any person or entity which claims an interest in Grower’s crop or material produced from Seed, agrees not to proceed as a representative of or on behalf of any other person, class, or entity. All claims arising out of or relating in any way to this Agreement, or which relate to the handling or use of Seed, crops or material produced from Seed, crop residue, or Seed treatments, may only be brought on an individual basis and may not be resolved on behalf of a class, as a private attorney-general, or in any other representative capacity. Grower shall not participate in or collect payment as a result of a class, collective, or other representative action of any kind against Bayer.

This Rider will remain in effect until either Grower or FGI chooses to terminate the Rider, as provided below.

From time to time, FGI or Bayer may unilaterally revise the terms and conditions of this Agreement and/or the Rider, including the incorporated TUG, IRM Grower Guide, and Seed bags, labels, and/or tags, by posting such amended terms at agcelerate. com and/or tug.bayer.com, and/or by notifying Grower of any amended terms by mail, electronic mail, text message, or other means. If Grower has provided FGI or Bayer an e-mail address or cell phone number in conjunction with this Agreement, FGI or Bayer may send Agreement and/or Rider amendments and new stewardship information to Grower by e-mail, text message, or mail. Grower accepts and agrees to be bound by the amended terms of this Agreement and/or Rider upon the earlier of: (i) Grower’s continued use of FGI Technologies after receipt of any amended terms and/or the posting of amended terms at agcelerate.com and tug. bayer.com; or (ii) 30 days after Grower’s receipt of any amended terms and/or the posting of amended terms at agcelerate. com and tug.bayer.com. If Grower does not accept and agree to the amended terms of the Agreement, it may terminate the Agreement as set forth in Section 3(e).

Grower may not transfer its rights or obligations to anyone else without the written consent of FGI. If Grower’s rights or obligations are transferred with FGI’s consent or by operation of law, this Rider is binding on the person or entity receiving the transferred rights or obligations.

If any provision of this Rider, or portion thereof, is determined to be void or unenforceable, the remaining portions and provisions shall remain in full force and effect.

Grower may terminate this Rider effective immediately by delivering written notice to FGI. Grower must deliver the notice of termination to DRC Data Services, Attn: AgCelerate Agreements, PO Box 221679, Charlotte, NC 28222-1679. FGI may terminate this Rider for any reason, in whole or in part, by delivering written notice to Grower. Upon termination, Grower’s responsibilities and the other terms herein shall survive (such as, but not limited to, Grower’s obligation to use Alfalfa Seed for a single commercial crop) as to Alfalfa Seed previously purchased or used by Grower. If Grower breaches the terms of this Rider, FGI may terminate effective immediately Grower’s rights under this Rider. Grower will not be entitled to obtain a future limited-use license from FGI unless FGI provides Grower with specific written notice expressly recognizing the breach and termination of this Rider and granting a new limited-use license. Grower expressly acknowledges that Grower’s submission of a new Technology Stewardship Agreement or Rider and FGI’s or Bayer’s issuance of a new license number shall not satisfy the specific written notice reference above and that any such action shall have no legal effect. If Grower is found by any court to have breached any term of this Rider and/or to have infringed one or more of the U.S. patents or PVPs covering Bayer Technologies or FGI Technologies, Grower agrees that, among other things, FGI, and Bayer, as appropriate, shall be entitled to preliminary and permanent injunctions enjoining Grower and any individual and/or entity acting on Grower’s behalf or in concert therewith from making, using, selling, or offering Alfalfa Seed for sale. Additionally, Grower agrees that any such finding of infringement by Grower shall entitle FGI, and Bayer, as appropriate, to patent infringement damages to the full extent authorized by 35 U.S.C. § 271 et. seq. Grower will also be liable for all breach of contract damages.

If Grower is found by any court to have infringed one or more of the U.S. patents or PVPs covering Bayer Technologies or FGI Technologies, or otherwise to have breached any term of this Rider, Grower agrees to pay FGI and Bayer, as appropriate, their attorneys’ fees and costs related to the case plus any other expenses incurred in the investigation of the breach and/or infringement.

This Rider and the parties’ relationship shall be governed by the laws of the State of Missouri and the United States (without regard to the choice of law rules).

The failure of FGI or Bayer or any owners of patents or PVPs to exercise one or more of its rights under this Agreement on one or more occasions shall not be deemed a waiver on the part of FGI or Bayer or such patent owner to exercise such right(s) on any subsequent occasion.

This Agreement and Rider, along with provisions in the incorporated TUG, IRM Grower Guide, Seed bag, label, and/or tag, and the terms of the FGI Seed and Feed Use Agreement, if applicable, all of which are hereby expressly incorporated herein, encompass the entire agreement of the parties and supersede all previous understandings and agreements between the parties, whether oral or written. Grower hereby acknowledges and represents that Grower has not relied on any representation, assertion, guarantee, warranty, collateral contract, or other assurance, except those set out in this Agreement and Rider, made by or on behalf of any other party or any other person or entity whatsoever, prior to Grower’s signing of this Agreement and Rider or purchasing Alfalfa Seed pursuant to the license granted hereunder. Grower also agrees that such provisions (the terms, warranties, and disclaimers and limitations as to warranties, damages, and remedies) are terms and conditions of sale and cannot be modified or amended at any time except in writing signed by FGI or Bayer.

As a condition precedent to Grower or any other person with an interest in Grower’s crop asserting any claim, action, or dispute against FGI and/or any seller of Alfalfa Seed regarding performance or non-performance of FGI Technologies or Alfalfa Seed, Grower must provide a written, prompt, and timely notice to FGI (regarding performance or non-performance of the FGI Technologies) and to the seller of any Alfalfa Seed (regarding performance or non-performance of the Alfalfa Seed) within sufficient time to allow an in-field inspection of the crop(s) about which any controversy, claim, action, or dispute is being asserted. The notice will be timely only if it is delivered 15 days or less after Grower first observes the issue(s) regarding performance or non-performance of the FGI Technology and/or the Alfalfa Seed. The notice shall include a statement setting forth the nature of the claim, name of the FGI Technology, and Alfalfa Seed products. Grower must deliver the notice to DRC Data Services, Attn: AgCelerate Agreements, PO Box 221679, Charlotte, NC 28222-1679.

FGI warrants the FGI Technology licensed hereunder as set forth on the Seed bag and/or tag to the extent specifically warranted thereon, or, to the extent specifically warranted therein, that the FGI Technologies licensed hereunder will perform as set forth in the TUG when used in accordance with directions. This warranty applies only to Roundup Ready® Alfalfa or HarvXtra® Alfalfa with Roundup Ready® Technology contained in planting Alfalfa Seed that has been purchased from FGI and seed companies licensed by FGI or the seed company’s authorized dealers or distributors. EXCEPT FOR THE EXPRESS WARRANTIES IN THE LIMITED WARRANTY SET FORTH ABOVE, FGI MAKES NO OTHER WARRANTIES OF ANY KIND, AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY PATENTS. THIS WARRANTY IS VOID IF THE SEED IS REPACKAGED BY ANY PARTY OTHER THAN FGI.

THE EXCLUSIVE REMEDY OF GROWER AND THE LIMIT OF THE LIABILITY OF FGI OR ANY SELLER FOR ANY AND ALL LOSSES, INJURY, OR DAMAGES RESULTING FROM THE USE OR HANDLING OF ALFALFA SEED (INCLUDING CLAIMS BASED IN CONTRACT, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, TORT, OR OTHERWISE) SHALL BE THE PRICE PAID BY GROWER FOR THE QUANTITY OF THE ALFALFA SEED INVOLVED OR, AT THE ELECTION OF FGI OR THE SEED SELLER, THE REPLACEMENT OF THE ALFALFA SEED. IN NO EVENT SHALL FGI OR ANY SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES.

THE PARTIES CONSENT TO THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OF THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI, EASTERN DIVISION, AND THE CIRCUIT COURT OF THE COUNTY OF ST. LOUIS, MISSOURI (ANY LAWSUIT MUST BE FILED, IF IN FEDERAL COURT, IN ST. LOUIS, MO, OR, IF IN STATE COURT, IN ST. LOUIS COUNTY, MO), FOR ALL CLAIMS AND DISPUTES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS RIDER AND/OR THE USE OF THE ALFALFA SEED OR THE FGI TECHNOLOGIES. THE PARTIES WAIVE ANY OBJECTION TO VENUE IN THE EASTERN DIVISION OF THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI, INCLUDING THOSE BASED, IN WHOLE OR IN PART, ON THE DIVISIONAL VENUE LOCAL RULE(S) OF THE U.S. DISTRICT COURT FOR THE EASTERN DISTRICT OF MISSOURI. THE PARTIES SPECIFICALLY AGREE THAT THIS SECTION COVERS FGI, ITS CURRENT OR FUTURE AFFILIATES, AND ANY CURRENT OR FUTURE U.S.-BASED WHOLLY-OWNED SUBSIDIARIES OF FGI.

This Rider will remain in effect until either Grower or KWS chooses to terminate the Rider, as provided below.

From time to time, KWS or Bayer may unilaterally revise the terms and conditions of this Agreement and/or the Rider, including the incorporated TUG and Seed packages, by posting such amended terms at agcelerate.com and/or tug.bayer. com, and/or by notifying Grower of any amended terms by mail, electronic mail, text message, or other means. If Grower has provided KWS or Bayer an e-mail address or cell phone number in conjunction with this Agreement, KWS or Bayer may send Agreement and/or Rider amendments and new stewardship information to Grower by e-mail, text message, or mail. Grower accepts and agrees to be bound by the amended terms of this Agreement and/or Rider upon the earlier of: (i) Grower’s continued use of KWS Technologies after receipt of any amended terms and/or the posting of amended terms at agcelerate.com and tug.bayer.com; or (ii) 30 days after Grower’s receipt of any amended terms and/or the posting of amended terms at agcelerate.com and tug.bayer.com. If Grower does not accept and agree to the amended terms of the Agreement, it may terminate the Agreement as set forth in Section 3(e).

Grower may not transfer its rights or obligations to anyone else without the written consent of KWS. If Grower’s rights or obligations are transferred with KWS’s consent or by operation of law, this Rider is binding on the person or entity receiving the transferred rights or obligations.

If any provision of this Rider, or portion thereof, is determined to be void or unenforceable, the remaining portions and provisions shall remain in full force and effect.

Grower may terminate this Rider effective immediately by delivering written notice to KWS. Grower must deliver the notice of termination to DRC Data Services, Attn: AgCelerate Agreements, PO Box 221679, Charlotte, NC 28222-1679. KWS may terminate this Rider for any reason, in whole or in part, by delivering written notice to Grower. Upon termination, Grower’s responsibilities and the other terms herein shall survive (such as, but not limited to, Grower’s obligation to use Sugarbeet Seed for a single commercial crop) as to Sugarbeet Seed previously purchased or used by Grower. If Grower breaches the terms of this Rider, KWS may terminate effective immediately Grower’s rights under this Rider. Grower will not be entitled to obtain a future limited-use license from KWS unless KWS provides Grower with specific written notice expressly recognizing the breach and termination of this Rider and granting a new limited-use license. Grower expressly acknowledges that Grower’s submission of a new Technology Stewardship Agreement or Rider and KWS’s or Bayer’s issuance of a new license number shall not satisfy the specific written notice reference above and that any such action shall have no legal effect. If Grower is found by any court to have breached any term of this Rider and/or to have infringed one or more of the one or more of the U.S. patents covering Bayer Technologies or KWS Technologies, Grower agrees that, among other things, KWS shall be entitled to preliminary and permanent injunctions enjoining Grower and any individual and/or entity acting on Grower’s behalf or in concert therewith from making, using, selling, or offering Sugarbeet Seed for sale. Additionally, Grower agrees that any such finding of infringement by Grower shall entitle KWS to patent infringement damages to the full extent authorized by 35 U.S.C. § 271 et. seq. Grower will also be liable for all breach of contract damages.

If Grower is found by any court to have infringed one or more of the patent rights pertaining to KWS Technologies or otherwise to have breached any term of this Rider, Grower agrees to pay KWS their attorneys’ fees and costs related to the case plus any other expenses incurred in the investigation of the breach and/or infringement.

This Rider and the parties’ relationship shall be governed by the laws of the State of Minnesota and the United States (without regard to the choice of law rules). Any dispute arising out of or relating to this Rider, the parties’ relationship, KWS Technologies, or the Sugarbeet Seed shall be commenced and maintained exclusively in the state or federal courts of Minnesota. Grower waives any objection to venue or inconvenience of forum and voluntarily submits to the jurisdiction of these courts.

The failure of KWS or any owners of patents to exercise one or more of its rights under this Rider on one or more occasions shall not be deemed a waiver on the part of KWS or such patent owner to exercise such right(s) on any subsequent occasion.

This Agreement and Rider, along with provisions in the TUG and/or on package labels, all of which are hereby expressly incorporated herein, encompass the entire agreement of the parties and supersede all previous understandings and agreements between the parties, whether oral or written. Grower hereby acknowledges and represents that Grower has not relied on any representation, assertion, guarantee, warranty, collateral contract, or other assurance, except those set out in this Agreement and Rider, made by or on behalf of any other party or any other person or entity whatsoever, prior to Grower’s signing of this Agreement and Rider or purchasing Sugarbeet Seed pursuant to the license granted hereunder. Grower also agrees that such provisions (the terms, warranties, and disclaimers and limitations as to warranties, damages, and remedies) are terms and conditions of sale and cannot be modified or amended at any time except in writing signed by KWS or Bayer.

Notice requirement: As a condition precedent to Grower or any other person with an interest in Grower’s crop asserting any claim, action, or dispute against KWS and/or any seller of Sugarbeet Seed regarding performance or non-performance of KWS Technologies or Sugarbeet Seed, Grower must provide a written, prompt, and timely notice to KWS (regarding performance or non-performance of the KWS Technologies) and to the seller of any Sugarbeet Seed (regarding performance or non-performance of the Sugarbeet Seed) within sufficient time to allow an in-field inspection of the crop(s) about which any controversy, claim, action, or dispute is being asserted. The notice will be timely only if it is delivered 15 days or less after Grower first observes the issue(s) regarding performance or non-performance of the KWS Technologies and/or the Sugarbeet Seed. The notice shall include a statement setting forth the nature of the claim, name of the KWS Technologies, and Sugarbeet Seed product. Grower must deliver the notice to DRC Data Services, Attn: AgCelerate Agreements, PO Box 221679, Charlotte, NC 28222-1679.

KWS warrants the KWS Technologies licensed hereunder only as specifically set forth on the seed container and/or package label and warrants that the KWS Technologies licensed hereunder will perform only as specifically set forth in the TUG when used in accordance with directions. This warranty applies only to Roundup Ready® Sugarbeets contained in planting Sugarbeet Seed that has been purchased from KWS and seed companies licensed by KWS or the seed company’s authorized dealers or distributors. EXCEPT FOR THE EXPRESS WARRANTIES IN THE LIMITED WARRANTY SET FORTH ABOVE, KWS MAKES NO OTHER WARRANTIES OF ANY KIND, AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY PATENTS. THIS WARRANTY IS VOID IF THE SEED IS REPACKAGED BY ANY PARTY OTHER THAN KWS.

THE EXCLUSIVE REMEDY OF GROWER AND THE LIMIT OF THE LIABILITY OF KWS OR ANY SELLER FOR ANY AND ALL LOSSES, INJURY, OR DAMAGES RESULTING FROM THE USE OR HANDLING OF SUGARBEET SEED (INCLUDING CLAIMS BASED IN CONTRACT, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, TORT, OR OTHERWISE) SHALL BE THE PRICE PAID BY GROWER FOR THE QUANTITY OF THE SUGARBEET SEED INVOLVED OR, AT THE ELECTION OF KWS OR THE SEED SELLER, THE REPLACEMENT OF THE SUGARBEET SEED. IN NO EVENT SHALL KWS OR ANY SELLER BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES.