## 2021 NON-EXCLUSIVE SUBLICENSE AGREEMENT (Canadian Independent Seed Grower)

####### BETWEEN: Potato Variety Management Institute, Inc., an Idaho nonprofit corporation (“PVMI”)

####### Phone: 208-242-2644; Email: jennypvmi@gmail.com

####### And \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (“GROWER”) \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Phone: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_; Fax: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Email: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

PVMI and GROWER agree as follows:

1. Non-Exclusive Sublicense. Non-Exclusive Sublicense. Subject to the terms and conditions of this Agreement, PVMI grants GROWER a non- exclusive sublicense to use the Licensed Products identified below in the Territory identified below for the sole purpose of propagating the Licensed Product in the identified Territory for sale and/or internal transfer as seed (i.e., replanting for commercial production by GROWER), for the 2021 crop year through and until December 31, 2021, unless sooner terminated by PVMI in accordance with this Agreement. GROWER may not assign or sublicense any of its rights under this Agreement. A new agreement with PVMI is required for any other contracted or affiliated grower. Further, PVMI retains all of its rights, including but not limited to domestic and international Intellectual Property Rights.

1.1 Licensed Product and Territory. Licensed Product and Territory. “Licensed Product” means any type of tissue culture plantlets or mini-tubers, pre-nuclear, nuclear, first field generations, and later generations of seed potatoes of the following variety(ies) selected from among those listed in Exhibits A and B (attached hereto) (“PVMI Varieties”), to be grown solely in the territory(ies) indicated below (the “Territory”):

Variety	Designation	Territory (identify specific province(s), as applicable)
Outside U.S. [US$250 Annual License Fee]
[US$1.00/cwt royalty rate - US$2.00/cwt royalty rate for specialty varieties]

1.2. Annual License Fee. Upon the mutual execution of this Agreement, GROWER shall pay PVMI a single Annual License Fee as above.

1.3 Annual Royalty. GROWER also shall pay an Annual Royalty for each variety of Licensed Product at the applicable per cwt rates stated above with respect to each category of the Territory in which the seed was grown. Specialty varieties (see attached Exhibit A & B) are subject to a higher rate. The Annual Royalty must be paid on all sales of Licensed Product seed from the crop year of this Agreement, whether sold within the term of this Agreement or thereafter, and are due within thirty (30) days of each respective sale or transfer date. All Licensed Products sold or otherwise transferred by GROWER shall be presumed to have been sold as seed. If GROWER demonstrates to PVMI's satisfaction that Licensed Product seed is not being sold by GROWER as seed but instead to non- seed/commercial markets, GROWER shall also pay PVMI an Annual Royalty on 10% of the total cwt sold to non- seed/commercial markets at the applicable per cwt rates stated above with respect to each category of the Territory in which the seed was grown.

This Agreement is subject to all of the terms and conditions stated herein, including the Additional Terms and Conditions on the following pages, to which GROWER and PVMI expressly agree. GROWER acknowledges and agrees that any additional or modified terms inserted by GROWER are not part of the contract between PVMI and GROWER unless expressly agreed to by PVMI in writing.

POTATO VARIETY MANAGEMENT INSTITUTE, INC.	GROWER: ___________________________________
Signature: Name: Title: Date:	Signature: Name: Title: Date:

2021 NON-EXCLUSIVE SUBLICENSE AGREEMENT (CANADIAN GROWER) Page 1 of 5