If, at any time prior to the Effective Date during the Research Term, # rights to a particular CDC became subject to an option or license granted by Ag Partner or any Affiliate thereof to a Third Party in the Legacy Field pursuant to a written agreement with such Third Party, # a particular CDC became the subject of material optimization or development efforts by Ag Partner, any Affiliate thereof, or any licensee of either of the foregoing in the Legacy Field, or # a particular CDC was reasonably determined to constitute a ‘back up’ candidate identified by Ag Partner for possible optimization or development in the Legacy Field in the event any CDC already engaged in optimization or development in the Legacy Field is reasonably determined by Ag Partner, an Affiliate thereof, or any licensee of either of the foregoing to no longer constitute a viable candidate for an Ag Partner Royalty Product in the Legacy Field and, prior to, on, or following the Effective Date, Ag Partner provided(provides) written notice of [(x), (y), or (z)])] to Legacy or Primary, Primary shall have no rights to further develop, sell or sublicense, such CDC or any Derivative thereof under this Agreement.

If, at any time on or after the Effective Date during the Research Term, # rights to a particular CDC become subject to an option or license granted by Ag Partner or any Affiliate thereof to a Third Party in the Legacy Field pursuant to a written agreement with such Third Party, # a particular CDC becomes the subject of material optimization or development efforts by Ag Partner, any Affiliate thereof, or any other Legacy Licensee in the Legacy Field, or # a particular CDC is reasonably determined to

constitute a ‘back up’ candidate identified by Ag Partner for possible optimization or development in the Legacy Field in the event any CDC already engaged in optimization or development in the Legacy Field is reasonably determined by Ag Partner, an Affiliate thereof, or other Legacy Licensee to no longer constitute a viable candidate for a Ag Partner Royalty Product in the Legacy Field and Ag Partner provides written notice of [(x), (y), or (z)])] to Legacy, then Legacy shall immediately provide notice thereof to Primary and Primary shall have no rights to further develop, sell or sublicense, such CDC or any Derivative thereof under this Agreement, provided that the foregoing shall not apply to (I) (a) any CDC for which Primary has, prior to receipt of the above-referenced notice from Legacy with respect to such CDC, provided written notice to Legacy of Primary’s (or any Primary Affiliate’s or Primary Sublicensee’s) interest in pursuing development and/or commercialization of such CDC or # any Derivative of any CDC referenced in clause (a), for so long as, in either case, Primary, any Affiliate thereof, or any Primary Sublicensee is using Commercially Reasonable Efforts to pursue the development or commercialization of such CDC or any Derivative thereof, # a particular CDC is determined to constitute a ‘back up’ candidate identified by Primary (or any Affiliate thereof or Primary Sublicensee) for possible optimization or development in the Primary Field in the event any compound already engaged in optimization or development in the Primary Field is determined by Primary, an Affiliate thereof, or Primary Sublicensee to no longer constitute a viable candidate for a product in the Primary Field, or # any CDC which is the subject of an option or license granted by Primary or any Affiliate thereof to any Third Party in the Primary Field pursuant to a written agreement with such Third Party, provided Primary or an Affiliate thereof has provided written notice to Legacy of such option or license.