Common use of Exceptions to Exclusive Development Clause in Contracts

Exceptions to Exclusive Development. If Dow determines that a Third Person has a special expertise needed for development of a Non-Vegetable, Microbe-Based Oil and Solazyme does not have that expertise, Dow will notify Solazyme of Dow’s belief that Solazyme does not have the special expertise that is needed and of Dow’s preferred options for obtaining the necessary expertise. Those options may include bringing a Third Person into the JDA, discontinuing the JDA, or conducting a parallel project (i.e., outside this JDA) with a Third Person having that expertise. If the Parties are unable to agree on the option to select and Dow is unwilling to proceed without the change, then either Party may terminate the JDA upon written notice.