Recitals

Whereas, for the purpose of fostering innovations in Agriculture the BiOS initiative of CAMBIA strives to bring together various parties as BiOS Licensees to jointly provide and develop a portfolio of inventions and improvements in the field of enabling technologies readily accessible to any party in interest under the general conditions of the BiOS License AGREEMENT; and

Whereas, CAMBIA owns or is the licensee of certain Technologies and associated patents, patent applications, knowhow, data, materials, and business, technical, economical and manufacturing information (the “IP & Technology”); and

Whereas, CAMBIA and BiOS LICENSEE have entered as of the Effective Date into a BiOS License Agreement with respect to certain license rights; and

Whereas, the BiOS License AGREEMENT contemplates sharing with and licensing to BiOS LICENSEE of Improvements including Materials and Technology Data developed by other BiOS Licensees, and sharing with and licensing to other BiOS Licensees of Improvements including Materials and Technology Data developed by BiOS LICENSEE and any sublicensees; and

Whereas, to provide for the costs of services in furtherance of the BIOS Initiative and to facilitate BiOS LICENSEE’S implementation and use of technologies licensed under the BiOS License Agreement (the “Services”) and to provide a discussion forum and framework for developing new innovations within the BIOS Initiative (the “BiOS Enabling Technologies Protected Commons” or “BioForge”),

therefore, BiOS LICENSEE and CAMBIA hereby agree as follows:

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