manufacture, sale, use, lease or consumption or advertisement of the Licensed Products; (ii) the practice or exercise by GROWER or any Affiliate or sublicensee of the Intellectual Property Rights; (iii) any obligation of GROWER hereunder; or (iv) any of GROWER’S acts under this Agreement. This indemnification will include, but not be limited to, any product liability. PVMI agrees to notify GROWER promptly and in writing of any claim or suit brought against it in respect of which it intends to invoke the provisions of this Section 7.4. GROWER agrees to keep PVMI informed on a current basis of its defense of any claims to this Section 7.4.

9. Final Agreement and Severability. Final Agreement and Severability. This Agreement supersedes all prior agreements and understandings between the parties and may not be changed or terminated orally, and no change, termination, or attempted waiver of any or all of the provisions shall be binding unless in writing and signed by the party against whom the same is to be enforced. The provisions of this Agreement are severable, and the illegality or invalidity of any provision of this Agreement shall not impair, affect, or invalidate any other provisions of this Agreement.

10. Applicable Law and Venue. This Agreement shall be interpreted and enforced according to the internal laws of the State of Idaho, USA, without regard to its conflict of laws principles. Any case or controversy arising out of performance of this Agreement shall be brought in a court of competent jurisdiction in Boise, Idaho, USA.

- 11. Attorney’s Fees. In the event a suit, action, arbitration, or other proceeding is instituted to enforce or interpret any provision of this Agreement, the prevailing party will be entitled to recover such amount as the court or arbitrator may adjudge reasonable as attorney’s fees and expenses in arbitration, litigation at trial, or on any appeal, in addition to all other amounts provided by law.
- 12. Waiver. No waiver of any provision of this Agreement will be effective unless in writing, signed by the party against whom the waiver is asserted. Any such waiver will apply only to the specified instance, and will not constitute a waiver of such provision or of any other provision thereafter.
- 13. Incorporation of Exhibits. All schedules and exhibits referenced in and attached to this Agreement are by this reference incorporated into and made a part of this Agreement.
- 14. Amendment. This Agreement may be modified or amended in part or in its entirety only by the signed, written agreement of the parties.
- 15. Notices. All notices required by this Agreement shall be in writing and will be mailed by certified mail or delivered in person or sent by facsimile or other reliable electronic transmission equipment to the addresses first given above, or such other address as may given by written notice to the other. Notice will be effective when delivered if in person or by facsimile or other electronic transmission (with written confirmation report), or on the third business day after depositing as certified mail.
- 16. Further Assurances. Each party agrees, at the reasonable request of the other, to promptly execute and deliver all such further documents, and to promptly take or forbear from all such action, as may be reasonably necessary or appropriate in order to more effectively confirm or carry out the provisions of this Agreement.
- 17 Counterparts. This Agreement may be executed in any number of counterparts, all of which when taken together will constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.

[Exhibits A & B on following pages; signatures appear on Page 1]

2021 NON-EXCLUSIVE SUBLICENSE AGREEMENT (GROWER) Page 4 of 5