such rights and all claims and causes of action against 23andMe with respect to such rights; and (ii) to the extent Consultant cannot (as a matter of law) make such waiver, Consultant hereby
irrevocably and unconditionally grants to 23andMe, without further consideration, an exclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with right to transfer and to sublicense
through multiple tiers, to practice and exploit such Inventions and to make, have made, copy, modify, edit, publish, publicly display, perform, transmit, syndicate, make derivative works of, use, sell, import, and otherwise distribute the
Inventions, and to exercise any and all other present or future rights in such Inventions, in any medium or format, whether now known or hereafter discovered, under all applicable laws regarding Intellectual Property Rights without restriction of
any kind.
c. Consultants Intellectual Property. If any part of the Services or Inventions is based on, incorporates, or is an
improvement or derivative of, or cannot be fully exploited without using or violating rights owned or licensed by Consultant and not assigned hereunder, Consultant hereby grants or, if necessary, shall cause to be granted, to 23andMe and its
successors and assigns, a perpetual, irrevocable, worldwide, fully paid-up, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such
rights in support of 23andMes exercise or exploitation of the Services and/or Inventions (including any modifications, improvements and derivatives of any of them).
d. Limited License to Licensed Technology. In connection with performing Services, Consultant may be provided access to certain Proprietary
Information or its licensors (software, products, prototypes, systems, tools, know-how, etc.) (collectively Licensed Technology). In connection with the same, 23andMe grants Consultant a
limited license during the term of the relevant SOW to use Licensed Technology only as necessary to complete Services. Consultant agrees that it shall not, and shall not authorize any third party to: (i) use or duplicate Licensed Technology, or
any portion thereof, except as necessary to perform the Services; (ii) use Licensed Technology on behalf of, or for the benefit of any third party, or for any purpose, including without limitation time sharing, subscription services, service
bureau services or any other similar arrangement, except as necessary to perform the Services (iii) modify, translate, or prepare derivative works based upon Licensed Technology, except as necessary to perform the Services;
(iv) sublicense, rent, lease, loan, sell, transfer, or distribute Licensed Technology, or any copy or portion thereof, to any other person or entity, except as necessary to perform the Services; (v) reverse-compile or decompile,
disassemble or otherwise reverse engineer, de-encrypt or otherwise derive the design, internal logic, structure or inner workings (including algorithms and source code) of Licensed Technology, except as
necessary to perform the Services; (vi) alter, remove, or obscure any copyright, trademark, or other proprietary notices or confidentiality legend on or in Licensed Technology or any documentation provided by 23andMe, except as necessary to
perform the Services; or (vii) disclose or publish the performance benchmark results for Licensed Technology to any third party without 23andMes prior written consent. Except for the license expressly granted by 23andMe to Consultant in
any SOW, 23andMe and its third party licensors (as applicable) reserve all right, title and interests in and to Licensed Technology and all intellectual property rights therein.
5. Proprietary Information.
b. Definition. Consultant further agrees that all Inventions (including Deliverables) and Services and all other business, technical, product and
financial information, results, material and/or intellectual property (i) that Consultant learns, obtains or observes in connection with providing Services or that relate to 23andMe or the business or demonstrably anticipated business of
23andMe (including this Agreement or its content) and/or (ii) that are received by or for 23andMe in confidence, (including, without limitation, the identity of and information relating to its customers, suppliers, contractors or employees),
and/or (iii) provided to or by Consultant in performing the Services, and/or (iv) performed, developed and/or produced by Consultant in connection with this Agreement constitute trade secrets and confidential and proprietary information of
23andMe (collectively, Proprietary Information).
c. Limited Use and Disclosure. Consultant agrees (a) to hold all
such Proprietary Information in strict confidence, not to disclose it to others or use it in any way, commercially or otherwise, except in performing the Services, (b) not to allow any unauthorized person access to Proprietary Information,
either before or after expiration or termination of this Agreement, and (c) take all action reasonably necessary to protect the confidentiality of the Proprietary Information. However, the restrictions set forth in (a), (b), and (c) of this
Section 5(b) shall not apply with
CONFIDENTIAL
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