DuPont and The Dow Chemical Company have announced they will combine in a merger of equals, which will close after hours on August 31, 2017. The combined company will be named DowDuPont. The parties intend to subsequently pursue a separation of DowDuPont into three independent, publicly traded companies. This would occur as soon as feasible, which is expected to be 18 months following the closing of the merger, subject to regulatory and board approval. The South African Competition Tribunal has approved the merger subject to a number of conditions, which include the following:

• Dow and DuPont (“the Merging Parties”) shall negotiate in good faith to make available and license the Genetic Material listed below (copied below), to any person, firm or prospective licensee in South Africa apart from Monsanto, on a non-exclusive basis, and on terms and conditions that are fair, reasonable and non-discriminatory to any licensee.
• The Merging Parties shall:
  • grant the right to conduct breeding and testing in South Africa of each and any of the Genetic Materials listed below, at no charge, and
  • subsequently upon request enter a commercialization agreement relating to any licensed Genetic Materials or inbreds developed through breeding activities using the Genetic Materials for commercialization, registration and use in South Africa and, if applicable, thereafter, the rest of Africa, and
  • Grant the right to sub-license the Genetic Materials.
• Such licenses shall occur as soon as practical after nine months from implementation of the merger, following a request from a prospective licensee.
• Licensees shall be permitted to cross the licensed plant material with other non-Dow lines to create breeding populations. The license will require systems of notification and inspection to enable the Merging Parties to monitor compliance with the license (or sub-license, as applicable).
• Any such license shall include provisions excluding any transfer of Genetic Materials provided under license or any derived inbreds or hybrids derived as a consequence of breeding activity under the licenses either directly or indirectly to Monsanto.
• The licenses shall be on commercially reasonable terms and conditions including reasonable, fair and non-discriminatory compensation and/or royalties.
• The Merging Parties undertake to negotiate any licenses or other requirements in these Conditions in the utmost good faith.

The Genetic Materials to which these conditions relate are listed below.