######## PVMI NON-EXCLUSIVE SUBLICENSE AGREEMENT (Canadian Seed Grower) Additional Terms and Conditions

######## 2. Intellectual Property Rights.

2.1 Definition. For the purpose of this Agreement, “Intellectual Property Rights” means: (a) all certificates, registrations, and other rights under applicable legal protection for plant varieties including without limitation the U.S. Plant Variety Protection Act (“PVP”); (b) certificates, registrations, and other rights for international plant variety protection pursuant to the International Union for the Protection of New Varieties of Plants (e.g., plant breeder rights), and any other rights for the protection of plant varieties in all countries where such rights are available; (c) all patent rights (including all applications, registrations and rights of registration, reissues, divisions, continuations, continuations- in-part, substitutes, renewals and extensions); and (d) all trademarks (including all applications, registrations, reissues, divisions, renewals, and extensions, and all common law trademark rights).

2.2 Reservations. Notwithstanding the foregoing, PVMI and GROWER acknowledge and agree that this Agreement is subject to: (a) certain obligations to the United States Government as set forth in 35 U.S.C. §§ 202(c)(4) and 209(d)(1), pursuant to which the United States Government has an irrevocable, non-exclusive, nontransferable, royalty- free license to practice (or have practiced) certain of the Intellectual Property Rights in research for or on behalf of the United States Government; and (b) the terms of certain exclusive license agreements between PVMI and the Tri-State Partner Institutions. For the purposes of this Agreement, “Tri-State Partner Institutions” means Oregon State University, the University of Idaho, Washington State University, and the United States Department of Agriculture’s Agricultural Research Service.

2.3. No Assignment/Sublicensing/Sub-contracting; Unauthorized Propagation. Propagation. GROWER shall not assign, sublicense, or sub-contract any of its rights under this Agreement. By executing this Agreement and/or using Licensed Products subject to this Agreement, GROWER acknowledges and agrees that each variety subject to this Agreement is a protected variety. Specifically, GROWER acknowledges notice of and knowledge that unauthorized propagation is prohibited and that unauthorized propagation could subject the GROWER to liability for damages, including those under applicable law. GROWER shall be jointly liable with any assignee, sublicensee, or contract or affiliate grower for all royalty and license fees or any other amounts owing to PVMI by any such assignee, sublicensee, or contract or affiliate grower that directly or indirectly asserts rights by or through GROWER.

2.4 Plant Variety Protection. The parties agree that the Plant Variety Protection Act of 1970, 7 U.S.C. section 2321 et seq, applies to this Agreement irrespective of whether a PVP certificate is still pending and has not yet issued. The parties agree that this Agreement will be interpreted and enforced under the laws of the State of Idaho (see Section 10 below) and pursuant to the Plant Variety Protection Act, and additionally, where applicable, pursuant to any pending or issued plant breeder rights. The parties agree that this Agreement has been specifically bargained for equally between the parties and the doctrine of contra proferentem shall therefore not apply . GROWER acknowledges and agrees that there is no assurance that any PVP certificate, plant breeder rights, or other Intellectual Property Rights will issue for a particular variety of License Product(s).

3. Payments. Payments. Payments to PVMI shall be payable, in U.S. dollars, to Potato Variety Management Institute, Inc. at 60380 Chickasaw Way, Bend, OR 97702, U.S.A, or such other address as PVMI may instruct by notice to GROWER. In the event any amounts due hereunder are not paid within thirty (30) days from the date due, GROWER shall pay interest accruing at the rate of twelve percent (12%) per annum from the date originally due until paid in full.

######## 4. Reporting and Records of Licensed Product Sales.

4.1 Reporting. GROWER shall, on or before the date payment of the Annual Royalty is due pursuant to Section 1.3 above, provide PVMI with an accurate written report (in a form designated by or acceptable to PVMI) of the generation, location, acreage and number of units (e.g., cwt) of all Licensed Product produced, sold and/or otherwise transferred in each applicable country, and in each applicable U.S. state, as seed by GROWER (“Seed Information”). GROWER also shall publish such Seed Information in GROWER’s local seed or certification directory. All Licensed Product sold or otherwise transferred by GROWER shall be presumed to have been sold as seed, and GROWER shall have the burden to document and to establish (to PVMI’s satisfaction) that any Licensed Product transferred was not used as seed. Where GROWER transfers or uses Licensed Product (e.g., Licensed Product seed) for internal purposes of GROWER or its affiliated entities, Annual Royalties shall nonetheless be paid to PVMI as indicated above and reported as if such transfers or uses were Licensed Product seed sales under an arm’s-length transaction. Upon request by PVMI, GROWER shall additionally provide PVMI with the name and address of each buyer or transferee of Licensed Product seed potatoes from GROWER, and PVMI agrees to hold such information in confidence, except to the extent required to establish the amounts due and owing under this Agreement or unless disclosure is otherwise required by applicable law. GROWER is required to list all Licensed Product produced in state or provincial seed directory. GROWER is required to provide any information requested by the Canadian Food Inspection Agency concerning Licensed Product produced.

4.2 Records. GROWER shall keep accurate and correct records of Licensed Product made, used, sold, or otherwise commercialized by GROWER under this Agreement appropriate to determine the amount of royalties due and compliance with the terms and conditions hereunder. Such records shall be retained for at least three (3) years

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