Common use of Ownership and Licensing Clause in Contracts

Ownership and Licensing. (a) Emerald, Village Farms and the Company acknowledge and agree that as between them: (i) Emerald owns all Intellectual Property in all of the Emerald Background Intellectual Property; and (ii) Village Farms owns all Intellectual Property in all of the Village Farms Background Intellectual Property. (b) Subject to the terms and conditions of this Agreement: (i) Emerald hereby grants to the Company a royalty-free, non-exclusive, non-transferable, non-assignable (unless pre-approved) license to use the Emerald Background Intellectual Property in the Geographic Area in order to fulfill the Purpose; and (ii) Village Farms hereby grants to the Company a royalty-free, non-exclusive, non-transferable, non-assignable (unless pre-approved) license to use the Village Farms Background Intellectual Property in the Geographic Area in order to fulfill the Purpose. (c) Each of Emerald and Village Farms acknowledge and agree that, as between the Parties, during the period commencing on the Execution Date and ending on the date that is two (2) years following date on which the Cultivation License has been obtained (the “IP Period”), if either of Emerald or Village Farms determines, acting reasonably, that there is Intellectual Property owned or licensed by either Emerald, Emerald Therapeutics or Village Farms as of the Execution Date that was not included in Schedule D but is required to fulfill the Purpose, then upon notice by either of Emerald or Village Farms, as applicable, to the other Shareholder specifying such Intellectual Property during the IP Period, such Intellectual Property shall be licensed to the Company by Emerald, Emerald Therapeutics or Village Farms, as the case may be, on a royalty-free, non-exclusive, non-transferable and non-assignable (unless pre-approved) basis to use such Intellectual Property in the Geographic Area in order to fulfill the Purpose. (d) Emerald and Village Farms acknowledge and agree that as between the Parties: (i) all Intellectual Property in and to any Improvements made by the Company to the Emerald Background Intellectual Property and the Village Farms Background Intellectual Property during the IP Period, or any other Intellectual Property developed, created, derived or reduced to practice by any Hired Employee at any time during the Term, will be owned by the Company (the “Company Improvement Intellectual Property”). (ii) For greater certainty, the Company Improvement Intellectual Property shall not include either the Emerald Improvement Intellectual Property, nor Village Farms Improvement Intellectual Property. (iii) Emerald shall own all Intellectual Property in and to the Emerald Improvement Intellectual Property. (iv) Village Farms shall own all Intellectual Property in and to the Village Farms Improvement Intellectual Property. (e) Subject to the terms and conditions of this Agreement, the Company hereby grants to: (i) Emerald a non-exclusive, royalty-free, non-transferable, non-assignable (unless pre-approved) license to use the Company Improvement Intellectual Property: (A) in the Geographic Area for horticultural use by Emerald or its Affiliates; and (B) subject to agreement on the terms and conditions of use, outside of the Geographic Area; and (ii) Village Farms a non-exclusive, royalty-free, non-transferable, non-assignable (unless pre-approved) license to use the Company Improvement Intellectual Property: (A) in the Geographic Area for horticultural use by Village Farms or its Affiliates; and (B) subject to agreement on the terms and conditions of use, outside of the Geographic Area. (f) Emerald and Emerald Therapeutics acknowledge and agree that neither shall license, sub-license or otherwise make available any of the Village Farms Background Intellectual Property or the Company Improvement Intellectual Property to any Person. (g) Village Farms acknowledges and agrees that it shall not license, sub-license or otherwise make available any of the Emerald Background Intellectual Property or the Company Improvement Intellectual Property to any Person. (h) None of the Parties grant to any other Party any license to such Party’s names or trademarks unless specific permission is granted prior to use of such name or trademark. (i) This Agreement does not grant any Party any license or other right, express or implied, other than as expressly specified in this Agreement.

Ownership and Licensing. (a) Emerald, Village Farms and the Company acknowledge and agree that as between them: (i) Emerald owns all Intellectual Property in all of the Emerald Background Intellectual Property; and (ii) Village Farms owns all Intellectual Property in all of the Village Farms Background Intellectual Property. (b) Subject to the terms and conditions of this Agreement: (i) Emerald hereby grants to the Company a royalty-free, non-exclusive, non-non- transferable, non-assignable (unless pre-approved) license to use the Emerald Background Intellectual Property in the Geographic Area in order to fulfill the Purpose; and (ii) Village Farms hereby grants to the Company a royalty-free, non-exclusive, non-non- transferable, non-assignable (unless pre-approved) license to use the Village Farms Background Intellectual Property in the Geographic Area in order to fulfill the Purpose. (c) Each of Emerald and Village Farms acknowledge and agree that, as between the Parties, during the period commencing on the Execution Date and ending on the date that is two (2) years following date on which the Cultivation License has been obtained (the “IP Period”), if either of Emerald or Village Farms determines, acting reasonably, that there is Intellectual Property owned or licensed by either Emerald, Emerald Therapeutics or Village Farms as of the Execution Date that was not included in Schedule D but is required to fulfill the Purpose, then upon notice by either of Emerald or Village Farms, as applicable, to the other Shareholder specifying such Intellectual Property during the IP Period, such Intellectual Property shall be licensed to the Company by Emerald, Emerald Therapeutics or Village Farms, as the case may be, on a royalty-free, non-exclusive, non-transferable and non-assignable (unless pre-approved) basis to use such Intellectual Property in the Geographic Area in order to fulfill the Purpose. (d) Emerald and Village Farms acknowledge and agree that as between the Parties: (i) all Intellectual Property in and to any Improvements made by the Company to the Emerald Background Intellectual Property and the Village Farms Background Intellectual Property during the IP Period, or any other Intellectual Property developed, created, derived or reduced to practice by any Hired Employee at any time during the Term, will be owned by the Company (the “Company Improvement Intellectual Property”). (ii) For greater certainty, the Company Improvement Intellectual Property shall not include either the Emerald Improvement Intellectual Property, nor Village Farms Improvement Intellectual Property. (iii) Emerald shall own all Intellectual Property in and to the Emerald Improvement Intellectual Property. (iv) Village Farms shall own all Intellectual Property in and to the Village Farms Improvement Intellectual Property. (e) Subject to the terms and conditions of this Agreement, the Company hereby grants to: (i) Emerald a non-exclusive, royalty-free, non-transferable, non-assignable (unless pre-approved) license to use the Company Improvement Intellectual Property: (A) in the Geographic Area for horticultural use by Emerald or its Affiliates; and (B) subject to agreement on the terms and conditions of use, outside of the Geographic Area; and (ii) Village Farms a non-exclusive, royalty-free, non-transferable, non-assignable (unless pre-approved) license to use the Company Improvement Intellectual Property: (A) in the Geographic Area for horticultural use by Village Farms or its Affiliates; and (B) subject to agreement on the terms and conditions of use, outside of the Geographic Area. (f) Emerald and Emerald Therapeutics acknowledge and agree that neither shall license, sub-license or otherwise make available any of the Village Farms Background Intellectual Property or the Company Improvement Intellectual Property to any Person. (g) Village Farms acknowledges and agrees that it shall not license, sub-license or otherwise make available any of the Emerald Background Intellectual Property or the Company Improvement Intellectual Property to any Person. (h) None of the Parties grant to any other Party any license to such Party’s names or trademarks unless specific permission is granted prior to use of such name or trademark. (i) This Agreement does not grant any Party any license or other right, express or implied, other than as expressly specified in this Agreement.

Ownership and Licensing. (a) Emerald, Village Farms and the Company acknowledge and agree that as between them: (i) Emerald owns all Intellectual Property in all of the Emerald Background Intellectual Property; and (ii) Village Farms owns all Intellectual Property in all of the Village Farms Background Intellectual Property. (b) Subject to the terms and conditions of this Agreement: (i) Emerald hereby grants to the Company a royalty-free, non-exclusive, non-non- transferable, non-assignable (unless pre-approved) license to use the Emerald Background Intellectual Property in the Geographic Area in order to fulfill the Purpose; and (ii) Village Farms hereby grants to the Company a royalty-free, non-exclusive, non-non- transferable, non-assignable (unless pre-approved) license to use the Village Farms Background Intellectual Property in the Geographic Area in order to fulfill the Purpose. (c) Each of Emerald and Village Farms acknowledge and agree that, as between the Parties, during the period commencing on the Execution Date and ending on the date that is two (2) years following date on which the Cultivation License has been obtained (the “IP Period”), if either of Emerald or Village Farms determines, acting reasonably, that there is Intellectual Property owned or licensed by either Emerald, Emerald Therapeutics or Village Farms as of the Execution Date that was not included in Schedule D but is required to fulfill the Purpose, then upon notice by either of Emerald or Village Farms, as applicable, to the other Shareholder specifying such Intellectual Property during the IP Period, such Intellectual Property shall be licensed to the Company by Emerald, Emerald Therapeutics or Village Farms, as the case may be, on a royalty-free, non-exclusive, non-transferable and non-assignable (unless pre-approved) basis to use such Intellectual Property in the Geographic Area in order to fulfill the Purpose. (d) Emerald and Village Farms acknowledge and agree that as between the Parties: (i) all Intellectual Property in and to any Improvements made by the Company to the Emerald Background Intellectual Property and the Village Farms Background Intellectual Property during the IP Period, or any other Intellectual Property developed, created, derived or reduced to practice by any Hired Employee at any time during the Term, will be owned by the Company (the “Company Improvement Intellectual Property”). (ii) For greater certainty, the Company Improvement Intellectual Property shall not include either the Emerald Improvement Intellectual Property, nor Village Farms Improvement Intellectual Property. (iii) Emerald shall own all Intellectual Property in and to the Emerald Improvement Intellectual Property. (iv) Village Farms shall own all Intellectual Property in and to the Village Farms Improvement Intellectual Property. (e) Subject to the terms and conditions of this Agreement, the Company hereby grants to: (i) Emerald a non-exclusive, royalty-free, non-transferable, non-assignable (unless pre-approved) license to use the Company Improvement Intellectual Property: : (A) in the Geographic Area for horticultural use by Emerald or its Affiliates; and and (B) subject to agreement on the terms and conditions of use, outside of the Geographic Area; and (ii) Village Farms a non-exclusive, royalty-free, non-transferable, non-assignable (unless pre-approved) license to use the Company Improvement Intellectual Property: (A) in the Geographic Area for horticultural use by Village Farms or its Affiliates; and (B) subject to agreement on the terms and conditions of use, outside of the Geographic Area. (f) Emerald and Emerald Therapeutics acknowledge and agree that neither shall license, sub-sub- license or otherwise make available any of the Village Farms Background Intellectual Property or the Company Improvement Intellectual Property to any Person. (g) Village Farms acknowledges and agrees that it shall not license, sub-license or otherwise make available any of the Emerald Background Intellectual Property or the Company Improvement Intellectual Property to any Person. (h) None of the Parties grant to any other Party any license to such Party’s names or trademarks unless specific permission is granted prior to use of such name or trademark. (i) This Agreement does not grant any Party any license or other right, express or implied, other than as expressly specified in this Agreement.