8.4 Indemnification by GROWER. GROWER agrees to indemnify, hold harmless and defend PVMI and the Tri-State Partner Institutions, and their officers, employees, and agents, from and against any and all liability, claims, suits, losses, damages, costs, fees, and expenses of any nature or kind whatsoever arising from: (i) the production, manufacture, sale, use, lease or consumption or advertisement of the Licensed Products; (ii) the practice or exercise by GROWER of the Intellectual Property Rights; (iii) any obligation of GROWER hereunder; or (iv) any of GROWER’S acts related to 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 8.4. GROWER agrees to keep PVMI informed on a current basis of its defense of any claims to this Section 8.4.

9. Final Agreement and Severability. Final Agreement and Severability. This Agreement and all schedules or exhibits hereto constitute the entire agreement between the parties hereto and supersedes all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof . If any provision or provisions of this Agreement, or the application thereof, shall for any reason and to any extent be held to be invalid or unenforceable, the remainder of this Agreement and the application of such provision or provisions to other persons or circumstances shall be interpreted so as best to reasonably effect the intent of the parties hereto. The parties further agree to replace such invalid or unenforceable provision or provisions of this Agreement with a valid and enforceable provision or provisions that will achieve, to the extent possible, the economic, business and other purposes of the invalid or unenforceable provision or provisions.

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 and Other Remedies. If a party hereto should waive any breach or default of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach or default of the same or any other provision hereof; nor shall any delay or omission on the part of a party hereto to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby or by law or equity on such party, and the exercise of any one remedy shall not preclude the exercise of any other.
- 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 be 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 (CANADIAN GROWER) Page 4 of 5