3. Improvements and Technology Data

3.1 In partial consideration for the rights granted to BiOS LICENSEE, BiOS LICENSEE grants to CAMBIA, a worldwide, non-exclusive, royalty-free, fully-paid license, with the right to sublicense to other BiOS Licensees, under the Improvement Patents, for use which is within the scope of the Licensed Patents, and a worldwide, non-exclusive, royalty-free, fully-paid license, with the right to sublicense to other BiOS Licensees, to any Improvements not protected under the Improvement Patents, any Technology Data and any Improvement Material provided by BiOS LICENSEE to CAMBIA and necessary to practice Improvements.
Any other BiOS Licensee to which CAMBIA has granted sublicenses under this section, shall have a right for further sublicenses within the scope of the license granted herein limited to

3.1.1 grant sublicenses to third parties (including Affiliates of said BiOS Licensee) to conduct research and/or development activities (including field trials) for said BiOS Licensee, provided that the product and/or other results (including all intellectual property rights) resulting from said sublicense are owned exclusively by said BiOS Licensee, said sublicenses to terminate when such activities cease or such ownership terminates, and

3.1.2 grant sublicenses to third parties (including Affiliates of said BiOS Licensee) for the sole purpose of commercializing said BiOS Licensed Products that embody the IP & Technology or are generated by use of the IP & Technology, said sublicenses to terminate when said commercialization ceases.
Other than stipulated under this article 3.1, no further right to sublicense is granted hereunder.
BiOS LICENSEE may not assert against CAMBIA or any other BiOS Licensee any Improvement Patent for any use within the limited license granted hereunder. Such assertion is grounds for revocation of this license under Article 6.2.

3.2 BiOS LICENSEE will report to CAMBIA any Improvement, including a copy of any filed Improvement Patent or submitted publication or Technology Data, and (if applicable) additional information including but not limited to a full description of any compositions, methods, materials, protocols, or data (including statistical significance and repeatability if available) in sufficient detail to readily practice such Improvement, and will provide to CAMBIA any Improvement Material necessary to practice such Improvement, in sufficient quantities that CAMBIA is able to use the Improvement Material, create a backup for storage, and propagate it for provision to other BiOS Licensees.

3.3 By March 31 of each year, BiOS LICENSEE will provide CAMBIA with an annual report including a list of any Improvement Patents that were published or issued during the preceding twelve months, including all serial numbers and filing dates, together with copies of all such applications and issued patents.

3.4 In the event that BiOS LICENSEE has pre-existing obligations to third parties, which obligations would conflict with BiOS LICENSEE's obligations as defined in this Agreement, BiOS LICENSEE shall not make any use of the IP & Technology that would invoke such conflicting obligations, unless a waiver of said conflicting obligations is obtained by BiOS LICENSEE from said third party. BiOS LICENSEE will report to CAMBIA any encumbrance or obligation to any third party associated with any Improvement. BiOS LICENSEE may not enter into any new third party arrangement (such as a Materials Transfer Agreement or Sponsored Research Agreement) where the terms of such arrangement would conflict with BiOS LICENSEE's obligations under this Agreement. BiOS LICENSEE's obligations under this Agreement will in no way be waived, modified, negated, or otherwise diminished due to BiOS LICENSEE's contractual obligations to third parties. In the event that BiOS LICENSEE enters into an agreement the terms of which would conflict with BiOS LICENSEE's obligations under this Agreement, the terms of this Agreement will prevail.

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