Confidentiality and Material Transfer Agreement - Non-severable Improvements

• Non-Severable Improvement Patent Right means a Patent Right owned by Company or its Affiliates, which (i) covers an enhancement, variation, modification or adaptation to the XXX Technology, and (ii) which – absent the license granted hereunder - could not be exploited without infringing a Valid Patent Claim in any Licensed Patent Right. A Patent Right which covers Trait or Other Product that is developed through the application of Licensed Patent Rights shall not be considered a Non-Severable Improvement Patent Right.

 Company Grant-back License to Non-Severable Improvements

Company hereby covenants and agrees on behalf of itself and its Affiliates to grant Patent Holders or their Affiliates a worldwide, non-exclusive license to any Non-Severable Improvement Patent Right for practicing such Non-Severable Improvements or making, using, importing, exporting offering to sell or selling products, processes or services that otherwise would infringe Non-Severable Improvement Patent Rights Covering such Non-Severable Improvements under reasonable conditions not less beneficial than those granted under this Agreement to be negotiated between the parties in good faith.

Alternative:

Company Non-AssERT to Non-Severable Improvements

Company hereby agrees on behalf of itself and its Affiliates not to assert any Non-Severable Improvement Patent Right against Patent Holders or their Affiliates, or other licensees of the Licensed Patent Rights, for practicing such Non-Severable Improvements or making, using, importing, exporting offering to sell or selling products, processes or services that otherwise would infringe Non-Severable Improvement Patent Rights Covering such Non-Severable Improvements, provided that such non-assert should only apply to parties which have granted Company in writing an equivalent non-assert under Patent Rights owned by said parties.