DIVERSA. DIVERSA shall have no right to assign its rights in the licenses granted to it by DOW pursuant to Section 3.2 hereof (or any part thereof) to any of its Affiliates or any Third Party, except in connection with the transfer or sale of all or substantially all of the business of DIVERSA to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise. If DIVERSA is acquired by a Third Party [*****] for Research [*****] or if DIVERSA is controlled by merger, sale of stock, sale of assets or otherwise to a Third Party competitor, then prior to closure of such acquisition, DOW shall be informed of the identity of the Third Party competitor and at DOW's sole discretion can elect to terminate this Agreement under Section 10.4 and request in writing immediate return of all Confidential Information.
DIVERSA. DIVERSA shall retain all right, title and interest in and to the DIVERSA Intellectual Property and Joint Intellectual Property, except as expressly granted to DOW in Section 3.1 or in the License Agreement. DIVERSA may grant to Third Parties licenses under the Diversa Intellectual Property for use of [*****] Enzymes; provided, however, that such licenses do not conflict with the license granted to DOW herein or under the License Agreement, and provided that in the event the [*****] Enzyme is a [*****] provided by DOW to DIVERSA under the terms of this Agreement, DIVERSA obtains DOW's prior written consent (which may be withheld for any reason) and pays a reasonable royalty to DOW in accordance with a separate license agreement to be negotiated in good faith between the Parties. DIVERSA shall inform DOW of the application(s) for an [*****] Enzyme that is intended transferred to a Third Party if the [*****] Enzyme is a [*****] provided by DOW to DIVERSA under the terms of this Agreement. Notwithstanding the license granted to DOW in Section 3.1, DIVERSA shall retain the right to use all [*****] Enzymes for its own research purposes (i.e., to develop, improve and validate its technology and intellectual property).
DIVERSA. Diversa agrees to indemnify, defend and hold harmless Syngenta and its Affiliates and Sublicensees and their respective employees, agents, officers, directors and permitted assigns (each a “Syngenta Indemnitee”) from and against any Claims against or incurred by any Syngenta Indemnitee arising out of or resulting from
DIVERSA. (a) DIVERSA shall retain all right, title and interest in and to [***].
DIVERSA. DIVERSA shall not have the right to assign this IE R&D Agreement in connection with the transfer or sale of all or substantially all of the business of DIVERSA to which this IE R&D Agreement relates, whether by merger, sale of stock, sale of assets or otherwise, without the prior written consent of the LLC, which consent would not be unreasonably withheld. If any Change of Control of DIVERSA occurs during this IE R&D *CONFIDENTIAL TREATMENT REQUESTED Agreement Term, then the Change of Control provisions under the LLC Agreement shall be applied to this IE R&D Agreement.
DIVERSA. Diversa agrees to indemnify, defend and hold harmless Syngenta and its Affiliates and Sublicensees and their respective employees, agents, officers, directors and permitted assigns (each a “Syngenta Indemnitee”) from and against any Claims against or incurred by any Syngenta Indemnitee arising out of or resulting from (i) the negligence or willful misconduct of Diversa in the Research Program or the research program conducted under the Research Collaboration Agreement; (ii) a breach of any of the representations or warranties by Diversa under this Agreement; (iii) a material breach by Diversa of its obligations under this Agreement; (iv) to the extent not covered by Section 11.1 above, the use of Diversa Materials and any other intellectual property or Materials which Diversa provides for or uses in the conduct of the Research Program or provided for or used in the conduct of the research program under the Research Collaboration Agreement; and (v) the development or manufacture, use, promotion, marketing, sale or other distribution by Diversa or its Affiliates or its Sublicensees of any Diversa Product or any other product sold or licensed, or developed for sale or license, by Diversa or its Affiliates or Sublicensees which incorporates or is made through use of Program Technology, except, in each case, to the extent that such Claim arises out of or results from a matter as to which Diversa is entitled to be indemnified by Syngenta pursuant to Section 11.1.
