CERES S 1 A Filing

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					                                    As filed with the Securities and Exchange Commission on August 29, 2011
                                                                                                         Registration No. 333-174405


                       UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                                                                      Washington, D.C. 20549



                                                                            Amendment No. 5
                                                                                 to
                                                                                Form S-1
                                                             REGISTRATION STATEMENT
                                                                      UNDER
                                                             THE SECURITIES ACT OF 1933



                                                                     CERES, INC.
                                                              (Exact name of registrant as specified in its charter)




                     Delaware                                                               100                                                       33-0727287
              (State or other jurisdiction of                                  (Primary Standard Industrial                                           (I.R.S. Employer
            incorporation or organization)                                     Classification Code Number)                                         Identification Number)

                                                                       1535 Rancho Conejo Boulevard
                                                                         Thousand Oaks, CA 91320
                                                                              (805) 376-6500
                                   (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)




                                                                            Richard Hamilton
                                                                  President and Chief Executive Officer
                                                                               Ceres, Inc.
                                                                     1535 Rancho Conejo Boulevard
                                                                       Thousand Oaks, CA 91320
                                                                        Telephone: (805) 376-6500
                                                                        Facsimile: (805) 498-1002
                                           (Name, address, including zip code, and telephone number, including area code, of agent for service)




                                                                                     Copies to:

                          Danielle Carbone, Esq.                                                                           Kevin P. Kennedy, Esq.
                        Shearman & Sterling LLP                                                                       Simpson Thacher & Bartlett LLP
                          599 Lexington Avenue                                                                              2550 Hanover Street
                        New York, New York 10022                                                                         Palo Alto, California 94304
                        Telephone: (212) 848-4000                                                                        Telephone: (650) 251-5130
                         Facsimile: (212) 848-7179                                                                        Facsimile: (650) 251-5002




     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration
Statement.
    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. 

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. 

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. 

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of ―large accelerated filer‖, ―accelerated filer‖ and ―smaller reporting company‖ in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer                      Accelerated filer                    Non-accelerated filer                 Smaller reporting company 
                                                                      (Do not check if a smaller reporting company)




    The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
                                                       EXPLANATORY NOTE

    This Amendment No. 5 to the Registration Statement on Form S-1 (File No. 333-174405) is solely to file Exhibit 10.30, which has
not been previously filed, and to refile Exhibits 10.11, 10.12, 10.14, 10.16, 10.17, 10.18, 10.19, 10.20, 10.21 and 10.29. Accordingly, a
preliminary prospectus has been omitted.
                                                             PART II

                                  INFORMATION NOT REQUIRED IN PROSPECTUS


Item 13.    Other Expenses of Issuance and Distribution

     The actual and estimated expenses in connection with this offering are as follows:


SEC Registration Fee                                                                                                   $ 11,610
Printing and Engraving Expense                                                                                                       *
Legal Fees                                                                                                                           *
Accounting Fees                                                                                                                      *
Nasdaq Listing Fee                                                                                                                   *
Financial Industry Regulatory Authority, Inc. Filing Fee                                                                   10,500
Transfer Agent Fee                                                                                                                   *
Miscellaneous Expenses                                                                                                               *
Total                                                                                                                  $             *


* To be filed by amendment.


Item 14.    Indemnification of Directors and Officers

      Section 102(b)(7) of the Delaware General Corporation Law, or DGCL, provides that a corporation may, in its original
certificate of incorporation or an amendment thereto, eliminate or limit the personal liability of a director for violations of
the director‘s fiduciary duty, except (1) for any breach of the director‘s duty of loyalty to the corporation or its stockholders,
(2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
(3) pursuant to Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends or
unlawful stock purchases or redemptions or (4) for any transaction from which a director derived an improper personal
benefit.

      Section 145 of the DGCL provides that a corporation may indemnify any person, including an officer or director, who
is, or is threatened to be made, party to any threatened, pending or completed legal action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than an action by or in the right of such corporation, by reason of the fact that
such person was an officer, director, employee or agent of such corporation or is or was serving at the request of such
corporation as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include
expenses (including attorneys‘ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding, provided such officer, director, employee or agent acted in
good faith and in a manner he reasonably believed to be in, or not opposed to, the corporation‘s best interest and, for
criminal proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may
indemnify any officer or director in an action by or in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred.

     Our bylaws provide for indemnification of the officers and directors to the full extent permitted by the DGCL.

     The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this registration statement provides for
indemnification by the underwriters of the registrant and its directors and certain officers for certain liabilities arising under
the Securities Act.


                                                               II-1
Item 15.   Recent Sale of Unregistered Securities

     Since April 1, 2008, we have issued the following securities that were not registered under the Securities Act:

           (1) In August 2011, we completed the sale of $11,425,232 aggregate principal amount of non-interest bearing
     convertible subordinated notes, or the Convertible Notes, to nine existing investors in the Company in a private
     placement. The Convertible Notes are convertible, subject to the terms and conditions set forth therein, into shares of
     our common stock upon the consummation of a qualified initial public offering of our common stock at a price per
     share equal to a 20% discount from the public offering price. In the event that we do not consummate a qualified public
     offering on or prior to the six month anniversary of the issuance date of the Convertible Notes, (i) the Convertible Notes
     will automatically convert, subject to the terms and conditions set forth therein, into shares of our Series G Convertible
     Preferred Stock, at a conversion price per share equal to $6.50 and (ii) the holders will receive warrants exercisable for
     that number of shares of our common stock, at an initial exercise price of $6.50 per share, equal to the number of shares
     of Series G Convertible Preferred Stock into which such holder‘s Convertible Notes convert. Purchasers of the
     Convertible Notes included holders of more than 5% of our outstanding capital stock and affiliates of certain of our
     directors. The purchasers of the Convertible Notes were accredited investors under Regulation D.

          (2) In June 2010, we sold an aggregate of 3,076,923 shares of Series G convertible preferred stock to five existing
     stockholders at a per share purchase price of $6.50 pursuant to a stock purchase agreement. Purchasers of the Series G
     convertible preferred stock also received, for each share purchased, a warrant to purchase one share of our common
     stock at an exercise price of $6.50 per share. The purchasers of the Series G convertible preferred stock were accredited
     investors under Regulation D.

          (3) In February 2010, we issued warrants to purchase 43,076 shares of our Series F convertible preferred stock to
     Silicon Valley Bank at a price of $6.50 per share.

          (4) Since April 1, 2008, we have granted options to employees and directors to purchase an aggregate of
     3,674,599 shares of our common stock under our equity incentive plans at exercise prices ranging from $2.25 to $5.72.
     During this period, options to purchase 641,172 shares of our common stock were exercised with an average per share
     exercise price of $0.44 for cash consideration to us in the aggregate amount of $280,729.60.

      The issuances of preferred stock and warrants described in items (1), (2) and (3) above were deemed exempt from
registration under Section 4(2) or Regulation D of the Securities Act. The issuances of options and shares in item (4) above
was deemed exempt from registration in reliance on Rule 701 promulgated under the Securities Act as transactions pursuant
to compensatory benefit plans and contracts relating to compensation. All of the foregoing securities are deemed restricted
securities for purposes of the Securities Act. The recipients of securities in the transactions exempt under Section 4(2) or
Regulation D of the Securities Act represented their intention to acquire the securities for investment purposes only and not
with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the stock
certificates and instruments issued in such transactions.

Item 16.   Exhibits and Financial Data Schedules

     (A) Exhibits

 Exhibit
                                                                Description of
   No.                                                             Exhibit

       *1.1     Form of Underwriting Agreement
       † 3.1    Restated Certificate of Incorporation of Ceres, Inc., as currently in effect
       *3.2     Form of Amended and Restated Certificate of Incorporation of Ceres, Inc. to be in effect immediately prior
                to the consummation of this offering
       † 3.3    Amended and Restated Bylaws of Ceres, Inc., as currently in effect
       *3.4     Form of Amended and Restated Bylaws of Ceres, Inc. to be in effect immediately prior to the
                consummation of this offering
       † 3.5    Amendment to the Amended and Restated Bylaws of Ceres, Inc., as currently in effect
       *4.1     Form of Stock Certificate
       † 4.2    Warrant to Purchase Shares of Series E Preferred Stock issued to Silicon Valley Bank, dated August 16,
                2004, as amended
       *4.3     Warrant to Purchase Shares of Common Stock issued to The Samuel Roberts Noble Foundation, Inc., dated
November 28, 2006, as amended


                                II-2
Exhibit
                                                         Description of
 No.                                                        Exhibit

    † 4.4   Warrant to Purchase Shares of Common Stock issued to The Texas A&M University System, dated July 18,
            2008
    † 4.5   Warrants to Purchase Shares of Series F Preferred Stock issued to Silicon Valley Bank, dated March 1, 2010
    † 4.6   Amended and Restated Investors‘ Rights Agreement, dated June 25, 2010, by and among Ceres, Inc. and the
            stockholders named therein
    † 4.7   Form of Series F Original Warrant, as amended
    † 4.8   Form of Series G Original Warrant, as amended
    † 4.9   Form of Convertible Note
    *5.1    Opinion of Shearman & Sterling LLP
   † 10.1   Ceres, Inc. 2000 Stock Option/Stock Issuance Plan, as amended
   † 10.2   Form of Stock Option Agreement under the Ceres, Inc. 2000 Stock Option/Stock Issuance Plan
   *10.3    Form of Stock Purchase Agreement under the Ceres, Inc. 2000 Stock Option/Stock Issuance Plan
   † 10.4   Ceres, Inc. 2010 Stock Option/Stock Issuance Plan
   † 10.5   Form of Stock Option Agreement under the Ceres, Inc. 2010 Stock Option/Stock Issuance Plan
   *10.6    Form of Stock Purchase Agreement under the Ceres, Inc. 2010 Stock Option/Stock Issuance Plan
   † 10.7   Restricted Stock Grant Agreement between J. Jefferson Gwyn and Ceres, Inc., dated December 22, 2008
   *10.8    Ceres, Inc. 2011 Equity Incentive Plan Form of Stock Option Grant Notice and Option Award Agreement
            under the Ceres, Inc. 2011 Equity Incentive Plan
   † 10.9   Agricultural Lease Agreement between John & Connie Giesenschlag and Ceres, Inc. dated April 1, 2008
  † 10.10   Ground Lease Agreement between John & Connie Giesenschlag and Ceres, Inc. dated April 1, 2008
 **10.11    Exclusive License Agreement between Cambridge University Technical Services, Ltd. and Ceres, Inc.,
            dated November 1, 2001
 **10.12    Sponsored Research Agreement between The Texas Agricultural Experiment Station of The Texas A&M
            University System and Ceres, Inc., dated August 29, 2007, as amended
  † 10.13   Intellectual Property Rights Agreement between The Texas Agricultural Experiment Station of The Texas
            A&M University System and Ceres, Inc., dated August 29, 2007
 **10.14    Material Transfer and Evaluation Agreements between The Texas A&M University System and Ceres, Inc.,
            dated April 23, 2008, as amended
    ** †    Line License Agreement between The Texas A&M University System and Ceres, Inc., dated October 16,
   10.15    2009
 **10.16    Master Research Agreement between The Samuel Roberts Noble Foundation, Inc. and Ceres, Inc., dated
            May 19, 2006
 **10.17    Evaluation, Production and License Agreement between The Samuel Roberts Noble Foundation, Inc. and
            Ceres, Inc., dated May 19, 2006
 **10.18    License Agreement for NF/GA992 and NF/GA993 between The Samuel Roberts Noble Foundation, Inc.
            and Ceres, Inc., dated December 1, 2008
 **10.19    License Agreement for NF/GA002 between The Samuel Roberts Noble Foundation, Inc. and Ceres, Inc.,
            dated September 1, 2009
 **10.20    Collaboration Agreement between the Institute of Biological, Environmental and Rural Sciences of
            Aberystwyth University and Ceres, Inc., dated April 1, 2007, as amended
 **10.21    Collaboration Agreement between Institute of Crop Sciences of the Chinese Academy of Agricultural
            Sciences and Ceres, Inc., dated November 15, 2007, as amended
  † 10.22   Loan and Security Agreement between Silicon Valley Bank and Ceres, Inc., dated January 29, 2010 and
            amendments thereto dated March 17, 2010 and August 10, 2010
  *10.23    Employment Agreement between Ceres, Inc. and Richard Hamilton, dated            , 2011
  *10.24    Employment Agreement between Ceres, Inc. and Paul Kuc, dated            , 2011
  *10.25    Employment Agreement between Ceres, Inc. and Michael Stephenson, dated             , 2011
  *10.26    Employment Agreement between Ceres, Inc. and J. Jefferson Gwyn, dated           , 2011

                                                       II-3
    Exhibit
                                                                  Description of
     No.                                                             Exhibit

      *10.27     Employment Agreement between Ceres, Inc. and Roger Pennell, dated       , 2011 Ceres, Inc.
      *10.28     Exclusive Consulting Agreement between Ceres, Inc. and Robert Goldberg, dated January 1, 2006, and the
                 amendments thereto dated November 17, 2006, December 31, 2010 and July 20, 2011
     **10.29     Enabling Technology License Agreement between Ceres, Inc. and Monsanto Company, dated April 1, 2002
     **10.30     Line License Agreement between Ceres, Inc. and The Texas A&M University System, dated July 12, 2011.
      *10.31     Ceres, Inc. Performance Incentive Plan
       † 21.1    List of Subsidiaries
       † 23.1    Consent of KPMG LLP
       *23.2     Consent of Shearman & Sterling LLP (included in Exhibit 5.1)
       † 24.1    Power of Attorney (included on signature page)


†      Previously filed.

*      To be filed by amendment.

**     Certain provisions of this exhibit have been omitted pursuant to a request for confidential treatment.

*** Filed herewith.

      (B) Financial Statement Schedules

     All schedules have been omitted because the information required to be presented in them is not applicable or is shown
in the consolidated financial statements or related notes.


Item 17.      Undertakings

     The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting
agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.

      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

      The undersigned registrant hereby undertakes that:

            1. For purposes of determining any liability under the Securities Act, the information omitted from the form of
      prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus
      filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of
      this Registration Statement as of the time it was declared effective.

           2. For the purpose of determining any liability under the Securities Act, each post-effective amendment that
      contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-4
                                                     SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment
to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Thousand Oaks, State of California, on August 29, 2011.



                                                            CERES, INC.




                                                            By: /s/ Paul M. Kuc
                                                                Paul M. Kuc
                                                                Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the Registration Statement
has been signed by the following persons in the capacities and on dates indicated.


                        Signature                                                Title                          Date


/s/ Richard Hamilton, Ph.D.                                   President, Chief Executive Officer and       August 29, 2011
    Richard Hamilton, Ph.D.                                                  Director
                                                                   (Principal Executive Officer)

    /s/ Paul M. Kuc                                                   Chief Financial Officer              August 29, 2011
    Paul M. Kuc                                                (Principal Financial and Accounting
                                                                             Officer)

*                                                                  Chairman of the Board of Directors      August 29, 2011
    Walter De Logi, Ph.D.

*                                                                               Director                   August 29, 2011
    Pascal Brandys

*                                                                               Director                   August 29, 2011
    Raymond Debbane

*                                                                               Director                   August 29, 2011
    Richard Flavell, Ph.D.

*                                                                               Director                   August 29, 2011
    Robert Goldberg, Ph.D.

*                                                                               Director                   August 29, 2011
    Thomas Kiley

*                                                                               Director                   August 29, 2011
    David B. Krieger


                                                            II-5
                     Signature           Title          Date


*                                       Director   August 29, 2011
    Edmund Olivier

*By:   /s/ Paul M. Kuc
       Paul M. Kuc
       Attorney-in-Fact


                                 II-6
                                               EXHIBIT INDEX


Exhibit
                                                         Description of
 No.                                                        Exhibit

    *1.1    Form of Underwriting Agreement
    † 3.1   Restated Certificate of Incorporation of Ceres, Inc., as currently in effect
    *3.2    Form of Amended and Restated Certificate of Incorporation of Ceres, Inc. to be in effect immediately prior
            to the consummation of this offering
    † 3.3   Amended and Restated Bylaws of Ceres, Inc., as currently in effect
    *3.4    Form of Amended and Restated Bylaws of Ceres, Inc. to be in effect immediately prior to the consummation
            of this offering
    † 3.5   Amendment to the Amended and Restated Bylaws of Ceres, Inc., as currently in effect
    *4.1    Form of Stock Certificate
    † 4.2   Warrant to Purchase Shares of Series E Preferred Stock issued to Silicon Valley Bank, dated August 16,
            2004, as amended
    *4.3    Warrant to Purchase Shares of Common Stock issued to The Samuel Roberts Noble Foundation, Inc., dated
            November 28, 2006, as amended
    † 4.4   Warrant to Purchase Shares of Common Stock issued to The Texas A&M University System, dated July 18,
            2008
    † 4.5   Warrants to Purchase Shares of Series F Preferred Stock issued to Silicon Valley Bank, dated March 1, 2010
    † 4.6   Amended and Restated Investors‘ Rights Agreement, dated June 25, 2010, by and among Ceres, Inc. and the
            stockholders named therein
    † 4.7   Form of Series F Original Warrant, as amended
    † 4.8   Form of Series G Original Warrant, as amended
    † 4.9   Form of Convertible Note
    *5.1    Opinion of Shearman & Sterling LLP
   † 10.1   Ceres, Inc. 2000 Stock Option/Stock Issuance Plan, as amended
   † 10.2   Form of Stock Option Agreement under the Ceres, Inc. 2000 Stock Option/Stock Issuance Plan
   *10.3    Form of Stock Purchase Agreement under the Ceres, Inc. 2000 Stock Option/Stock Issuance Plan
   † 10.4   Ceres, Inc. 2010 Stock Option/Stock Issuance Plan
   † 10.5   Form of Stock Option Agreement under the Ceres, Inc. 2010 Stock Option/Stock Issuance Plan
   *10.6    Form of Stock Purchase Agreement under the Ceres, Inc. 2010 Stock Option/Stock Issuance Plan
   † 10.7   Restricted Stock Grant Agreement between J. Jefferson Gwyn and Ceres, Inc., dated December 22, 2008
   *10.8    Ceres, Inc. 2011 Equity Incentive Plan Form of Stock Option Grant Notice and Option Award Agreement
            under the Ceres, Inc. 2011 Equity Incentive Plan
   † 10.9   Agricultural Lease Agreement between John & Connie Giesenschlag and Ceres, Inc., dated April 1, 2008
  † 10.10   Ground Lease Agreement between John & Connie Giesenschlag and Ceres, Inc., dated April 1, 2008
 **10.11    Exclusive License Agreement between Cambridge University Technical Services, Ltd. and Ceres, Inc.,
            dated November 1, 2001
 **10.12    Sponsored Research Agreement between The Texas Agricultural Experiment Station of The Texas A&M
            University System and Ceres, Inc., dated August 29, 2007, as amended
  † 10.13   Intellectual Property Rights Agreement between The Texas Agricultural Experiment Station of The Texas
            A&M University System and Ceres, Inc., dated August 29, 2007
 **10.14    Material Transfer and Evaluation Agreements between The Texas A&M University System and Ceres, Inc.,
            dated April 23, 2008, as amended
    ** †    Line License Agreement between The Texas A&M University System and Ceres, Inc., dated October 16,
   10.15    2009
    Exhibit
                                                               Description of
     No.                                                          Exhibit

     **10.16    Master Research Agreement between The Samuel Roberts Noble Foundation, Inc. and Ceres, Inc., dated
                May 19, 2006
     **10.17    Evaluation, Production and License Agreement between The Samuel Roberts Noble Foundation, Inc. and
                Ceres, Inc., dated May 19, 2006
     **10.18    License Agreement for NF/GA992 and NF/GA993 between The Samuel Roberts Noble Foundation, Inc.
                and Ceres, Inc., dated December 1, 2008
     **10.19    License Agreement for NF/GA002 between The Samuel Roberts Noble Foundation, Inc. and Ceres, Inc.,
                dated September 1, 2009
     **10.20    Collaboration Agreement between the Institute of Biological, Environmental and Rural Sciences of
                Aberystwyth University and Ceres, Inc., dated April 1, 2007, as amended
     **10.21    Collaboration Agreement between Institute of Crop Sciences of the Chinese Academy of Agricultural
                Sciences and Ceres, Inc., dated November 15, 2007, as amended
      † 10.22   Loan and Security Agreement between Silicon Valley Bank and Ceres, Inc., dated January 29, 2010 and
                amendments thereto dated March 17, 2010 and August 10, 2010
      *10.23    Employment Agreement between Ceres, Inc. and Richard Hamilton, dated           , 2011
      *10.24    Employment Agreement between Ceres, Inc. and Paul Kuc, dated          , 2011
      *10.25    Employment Agreement between Ceres, Inc. and Michael Stephenson, dated            , 2011
      *10.26    Employment Agreement between Ceres, Inc. and J. Jefferson Gwyn, dated          , 2011
      *10.27    Employment Agreement between Ceres, Inc. and Roger Pennell, dated          , 2011
      *10.28    Exclusive Consulting Agreement between Ceres, Inc. and Robert Goldberg, dated January 1, 2006, and, the
                amendments thereto dated November 17, 2006, December 31, 2010 and July 20, 2011
     **10.29    Enabling Technology License Agreement between Ceres, Inc. and Monsanto Company, dated April 1, 2002
     **10.30    Line License Agreement between Ceres, Inc. and The Texas A&M University System, dated July 12, 2011.
      *10.31    Ceres, Inc. Performance Incentive Plan
       † 21.1   List of Subsidiaries
       † 23.1   Consent of KPMG LLP
       *23.2    Consent of Shearman & Sterling LLP (included in Exhibit 5.1)
       † 24.1   Power of Attorney (included on signature page).


† Previously filed.

*     To be filed by amendment.

** Certain provisions of this exhibit have been omitted pursuant to a request for confidential treatment.

*** Filed herewith.

      (B) Financial Statement Schedules

     All schedules have been omitted because the information required to be presented in them is not applicable or is shown
in the consolidated financial statements or related notes.
                                                                                                                                    Exhibit 10.11
Pages where confidential treatment has been requested are stamped ‗Confidential Treatment Requested and the Redacted Material has been
separately filed with the Commission,‘ and the confidential section has been marked as follows: [***].


                                                   EXCLUSIVE LICENSE AGREEMENT
      This Exclusive License Agreement (Agreement), effective as of this day of November 1, 2001 (the ―Effective Date‖), is by and between
Cambridge University Technical Services Ltd., an English limited company (―CUTS‖) and Ceres, Inc. (―Ceres‖), a Delaware corporation,
having a principal place of business at 3007 Malibu Canyon Road, Malibu, California 90265.


                                                             W I T N E S S E T H:
     WHEREAS, The Chancellor, Masters and Scholars of the University of Cambridge and Ceres have entered into that certain Sponsored
Research Agreement dated June 1, 2000 in support of research and development work, including the screening of certain transgenic plants;
       WHEREAS, CUTS is the owner of certain patent rights and other intellectual property developed by Dr. Haseloff relating to
(i) Arabidopsis transgenic plants and (ii) the HAP-1 and other extensin-GFP constructs and Ceres desires to license such rights from CUTS;
      WHEREAS, CUTS desires to provide to Ceres certain first rights of refusal to Other Project Technology (defined below); and
     WHEREAS, Ceres desires to grant to the University of Cambridge license rights to certain of Ceres‘ technologies for the University‘s
non-commercial research and teaching activities.
      NOW, THEREFORE, in consideration of the foregoing premises and the following mutual covenants, and other good and valuable
consideration, the receipt of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. DEFINITIONS
      As used in this Agreement, the following terms will have the meaning set forth below:
   1.1 ―Affiliate(s)‖ shall mean (a) any company owned or controlled to the extent of at least fifty percent (50%) of its issued and voting capital
by a Party to this Agreement and any other company so owned or controlled (directly or indirectly) by any such company or the owner of any
such company, or (b) any partnership, joint venture or other entity directly or indirectly controlled by, controlling, or under common control
with, to the extent of at least fifty percent (50%) of voting power (or otherwise having power to control its general activities), a Party to this
Agreement.
   1.2 ―Background Technology‖ shall mean the Technologies developed prior to the Effective Date of the Sponsored Research Agreement,
which CUTS or Ceres owns, or has license rights to, and which are useful for the Purpose. The Party‘s respective Background Technology
shall be referred to as Ceres Background Technology and CUTS Background Technology. CUTS Background Technology shall include certain
CUTS Technology Rights relating to Arabidopsis transgenic plants, as listed in Exhibit A; except that CUTS Background Technology shall not
include any HAP-1 Technology, nor any Project Technology. In addition, Ceres Background Technology shall include Technologies relating to
recombinant transmembrane proteins as defined in Exhibit I to Amendment I to the Sponsored Research Agreement, developed prior to the
Effective Date of such Amendment I.
   1.3 ―Biological Material‖ means any plants, seeds, microorganisms, cells, parts of cells, DNA, RNA, cDNA, proteins, peptides, enzymes,
and any combination of the foregoing, and/or other organic matter and/or biologically active compounds.
   1.4 ―Biological Product(s)‖ means any product comprising the Biological Materials.
    1.5 ―Confidential Information‖ means any information, disclosed by one Party to this Agreement to the other Party, that has any commercial
value to the disclosing Party‘s business, research, development or other activities. Confidential Information includes, without limitation,
inventions, biological materials, technical information, trade secrets, financial information, product plans, customer lists, marketing plans and
strategies, forecasts and other business information, improvements, ideas, works of authorship, processes, computer programs, techniques,
schematics, data, gene sequences, gene expression data, protein sequences, protein structures, regulatory sequences, and other data.
  1.6 ―HAP-1 Patent‖ shall mean any Patent Rights based on the patent application listed in Exhibit B, which includes the HAP-1
Technology.
  1.7 ―HAP-1 Products‖ shall mean all products, processes, or services including Biological Products that are to be commercialized, the
manufacture, use or sale of which is covered by any valid and subsisting claim of the HAP-1 Patent.
  1.8 ―HAP-1 Technology‖ means any and all Technology related to and including (i) the HAP-1 sequences or constructs and (ii) the extensin
GFP gene constructs, as further described in Exhibit B.
    1.9 ―Net Sales‖ shall mean the gross amount actually received on sales of HAP-1 Products to third parties (except as set forth below) by
Ceres, and its Affiliates, less the following: (i) customary trade, quantity, or cash discounts and commissions to non-affiliated brokers or agents
to the extent actually allowed and taken; (ii) amounts repaid or credited by reason of rejection or return; (iii) any sales, use, tariff, customs
duties, V.A.T. and/or other taxes, duties and similar governmental assessments (except taxes based on income), which are paid by or on behalf
of Ceres; and (iv) outbound transportation, shipping, packing, costs of insurance in transit, and other costs paid or allowed by Ceres; subject in
all cases (i) to (iii) being separately

                                                                        -2-
charged on customer invoices or credit notes. In any transfers of Product between Ceres and an Affiliate, Net Sales shall be calculated based
only on the final sale of the Product to an independent third party.
   1.10 ―Non-Commercial Research and Teaching‖ shall mean research and teaching activities whose primary purpose is the advancement of
science or academic learning and dissemination of knowledge excluding (a) any research sponsored by a commercial entity other than Ceres or
(b) any research where the results will be provided to a commercial entity other than Ceres, either directly by CUTS or the University or via
collaboration or otherwise, and other than through publication in a learned journal.
  1.11 ―Other Project Technology‖ shall mean any Technology, which the University develops, which is based on or created by using Project
Technology and/or which furthers the Purpose without funding or information from Ceres during the Research Project.
   1.12 ―Party‖ means, CUTS or Ceres, collectively they are sometimes referred to as the ―Parties‖.
   1.13 ―Patent Rights‖ shall mean all patents and patent applications throughout the world, including any reissues, extensions, substitutions,
continuations, divisions, and continuations-in-part applications, reexaminations or extensions or other government actions which extend the life
of a patent, and all rights to apply for patent protection and all rights, if any, to sue or bring other actions for past, present or future
infringement of such rights. The Party‘s respective Patent Rights shall be referred to as Ceres Patent Rights and CUTS Patent Rights.
   1.14 ―Products‖ shall mean all products, processes, or services including Biological Products that are to be commercialized, the
manufacture, use or sale of which is covered by any valid and subsisting claim of the Patent Rights within CUTS Background Technology,
and/or the Project Technology, except that Products shall not include any HAP-1 Products.
   1.15 ―Project Technology‖ shall mean any and all Technology developed or obtained during and resulting from the Research Project, but
excluding any Background Technology, HAP-1 Technology and Other Project Technology.
   1.16 ―Purpose‖ shall mean the generation and analysis and transfer to Ceres of data and large numbers of transgenic Arabidopsis plants
and/or seeds transformed with constructs containing the GFP gene the expression of which is indirectly driven by a large amount of different
plant promoters, as further described in the Research Plan.
   1.17 ―Research Project‖ shall mean the collaborative research program under which the University and Ceres have performed and shall
perform certain research and development activities in pursuit of the Purpose and in accordance with the Research Plan, as defined in the
Sponsored Research Agreement.

                                                                      -3-
   1.18 ―Research Plan‖ shall mean the mutually agreed document attached as Exhibit A to the Sponsored Research Agreement that describes
the respective research experiments and the specific responsibilities of Ceres and University in performing the Research Project.
   1.19 ―Sublicense Income‖ shall mean the gross amount actually received by either Ceres or its Affiliates in consideration for sublicenses of
any of the rights under the HAP-1 Patent granted hereunder, including up-front fees, lump sum payments and any running royalties (on a
product-by-product and country-by-country basis), without deduction of any kind, but excluding the following, in relation to which no
payments shall be due to CUTS:
       (a) Payments received by either Ceres or its Affiliates solely for performance of research and development, including but not limited to
milestone payments for achievement of objectives in research and development, only to the extent that such payments (i) cover the actual cost
of the research and development work; (ii) cover the amounts of the milestone payments due under Paragraph 5.5 hereof; or, (iii) are directly
related to development of products that would be covered by this Agreement;
      (b) Investments made by a sublicensee in either Ceres or its Affiliates;
       (c) Payments made to either Ceres or its Affiliates solely to the extent that they cover the actual costs of conducting testing and other
activities in connection with obtaining regulatory approval for a Product;
      (d) Reimbursed expenses of either Ceres or its Affiliates.
   1.20 ―Sponsored Research Agreement‖ shall mean that certain sponsored research agreement dated June 1, 2000, between the University
and Ceres in respect of the Research Project.
    1.21 ―Technological Element‖ shall mean any individual Biological Material, data, methods, protocols, procedures, processes arising out of
the University‘s performance of the Research Project and which is employed or embodied in a Product and which can be separated from other
such Biological Material, data, methods, protocols, procedures, processes employed or embodied in the Product and which, in the absence of a
license, would infringe CUTS Patent Rights. There shall be three (3) mutually exclusive types of Technological Elements, (i) those solely
owned by CUTS, (ii) those jointly owned by CUTS and Ceres, and (iii) all other Technological Elements. A non-inclusive list of examples of
Technological Elements can be found in Exhibit C hereto.
   1.22 ―Technology‖ shall mean any Biological Material, Biological Product, data, methods, protocols, procedures, processes and the like, and
the Patent Rights and Technology Rights relating thereto.
   1.23 ―Technology Rights‖ shall mean existing and future proprietary rights, including but not limited to know-how rights, trade secret
rights, copyrights, design rights, and all other

                                                                        -4-
intellectual property rights (including without limitation the right, if any, to sue or bring other actions for past, present or future infringement of
such proprietary rights), but excluding Patent Rights. The Party‘s respective Technology Rights shall be referred to as Ceres Technology Rights
and CUTS Technology Rights.
   1.24 ―Term‖ shall mean the period beginning on the Effective Date, and ending on the earlier of (i) the date of the expiration of the last to
expire patent licensed hereunder, or if no patents are licensed hereunder, ten (10) years from the Effective Date, or (ii) the termination hereof
pursuant to the terms of Section 6 of this Agreement.
   1.25 ―University‖ shall mean the University of Cambridge.

2. PROJECT TECHNOLOGY
   CUTS acknowledges and agrees with Section 4.2 of the Sponsored Research Agreement on Ownership of Project Technology.

3. LICENSE GRANTS
    3.1 Subject to all the terms of this Agreement, CUTS hereby grants to Ceres, under CUTS Patent Rights and CUTS Technology Rights, a
fully paid-up, irrevocable, world-wide, non-exclusive license, including the right to grant sublicenses, to make, have made, use, or have used,
CUTS Background Technology.
   3.2 Subject to all the terms of this Agreement Ceres hereby grants to CUTS a limited license to use the Project Technology solely for
Non-Commercial Research and Teaching purposes. Ceres acknowledges and agrees that such license will be implemented by CUTS solely at
the University, under the full responsibility of CUTS.
    3.3 Subject to all the terms of this Agreement CUTS hereby grants to Ceres, under CUTS Patent Rights and CUTS Technology Rights an
irrevocable, world-wide, exclusive license, including the right to grant sublicenses: (a) to possess, to make (e.g. propagate), have made, use,
sell, have sold, offer for sale, import and have imported the HAP-1 Technology, and (b) to make, have made, use, sell, have sold, offer for sale,
import and have imported HAP-1 Products; except that CUTS shall retain the limited right to use such HAP-1 Technology for
Non-Commercial Research and Teaching purposes solely at the University under the full responsibility of CUTS.
   3.4 Ceres will notify CUTS of each sublicense granted hereunder.
   3.5 Subject to all the terms of this Agreement, and only in respect of Ceres Background Technology that Ceres makes available to the
University for conducting the Research Project, Ceres hereby grants to CUTS, under Ceres Patent Rights and Ceres Technology Rights, a
limited, fully paid-up, non-exclusive license to use such Ceres Background Technology solely at the University and only (i) to perform the
Research Project and (ii) for

                                                                         -5-
Non-Commercial Research and Teaching purposes.

4. OTHER PROJECT TECHNOLOGY
    Prior to commercializing or granting any rights to any third party to commercialize any Other Project Technology, CUTS shall offer to
Ceres in writing terms for the commercialization of such Other Project Technology (―Offer‖), and Ceres will have a sixty (60) day period from
the date of delivery of the Offer in which to indicate its desire to accept such Offer, subject to negotiation of definitive agreements. If the Offer
is declined or is not accepted during such sixty (60) day period, CUTS may either commercialize itself or grant a license to a third party on
terms no more favorable to the third party than the terms of the Offer. If Ceres indicates its desire to accept the Offer in writing within said
sixty (60) day period, the Parties agree to negotiate in good faith the definitive agreements for such commercialization; provided, however, that
if the Parties are unable to agree upon the terms and conditions of any such license or acquisition agreement within twelve months of delivery
of the written notice of Ceres‘ desire to accept the Offer, CUTS may either commercialize itself or grant a license to a third party on terms no
more favorable to the third party than the terms offered by CUTS to Ceres. In determining whether the terms offered to a third party are more
favorable than those received or accepted by Ceres, all terms and conditions of the respective offers shall be considered, including but not
limited to, monetary terms, scope of rights granted, warranties and indemnities.

5. CONSIDERATION
   5.1 License Initiation Fee . Ceres agrees to pay to CUTS the amount of [***] United States dollars (U.S. $[***]) within thirty (30) business
days of the Effective Date. Such fee includes the reimbursement of all costs incurred by CUTS in connection with the filing and prosecution of
the HAP-1 Patent.
    5.2 Royalty on Net Sales . Ceres shall pay to CUTS an earned royalty on Net Sales on a product-by-product and country-by-country basis.
Earned royalties shall accrue in each country for the duration of CUTS Patent Rights covering such HAP-1 Product in that country. Ceres shall
pay royalties to CUTS on Net Sales from the first date of commercial introduction of a HAP-1 Product, which royalty shall be A. A is defined
as follows: the lesser of [***] percent ([***]%) or (W/X)(MRNS); where X shall be the total number of Technological Elements in the HAP-1
Product; W is the sum of one half of the number of Technological Elements contributed to the HAP-1 Product which are jointly owned by
CUTS and Ceres plus the total number of Technological Elements contributed to the HAP-1 Product solely by CUTS; and, MRNS shall be the
maximum royalty on Net Sales, which is [***] percent ([***]%). The Parties further agree to negotiate in good faith for another royalty rate in
the event of substantial market considerations.
   5.3 Royalty on Sublicense Income . Ceres shall pay to CUTS an earned royalty on Sublicense Income actually received by Ceres, which
royalty shall be A. A is defined as follows: the lesser of [***] percent ([***]%) or (W/X)(MRNS); where X shall be the total number of
Technological Elements in the sublicense; W is the sum of one half of the number of Technological Elements contributed to the sublicense
which are jointly owned by CUTS and

                                                                         -6-


                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.
Ceres plus the total number of Technological Elements contributed to the sublicense solely by CUTS; and, MRNS shall be the maximum
royalty on Sublicense Income, which is [***] percent ([***]%). The Parties further agree to negotiate in good faith for a lower royalty rate in
the event of substantial market considerations.
   5.4 Milestone Payments . Ceres shall pay to CUTS the following Milestone payments:
       (a) within thirty (30) days of Ceres‘ successful validation of the technical evaluation protocol for a dicotyledon plant, such as
Arabidopsis, associated with the HAP-1 Technology and described in Exhibit B of this Agreement, Ceres shall pay to CUTS [***] United
States dollars (U.S. $[***]). Ceres shall use all reasonable efforts to complete such validation within two (2) years of the Effective Date;
      (b) within thirty (30) days of Ceres‘ successful validation of the technical evaluation protocol for a monocotyledon plant, such as rice,
associated with the HAP-1 Technology and described in Exhibit B of this Agreement, Ceres shall pay to CUTS [***] United States dollars
(U.S. $[***]);
      (c) within thirty (30) days of CUTS‘ notice to Ceres that a United States patent under the HAP-1 Patent, licensed to Ceres hereunder has
been issued to CUTS, Ceres shall pay to CUTS [***] United States dollars (U.S. $[***]);
      (d) within thirty (30) days of CUTS‘ notice to Ceres that a European patent under the HAP-1 Patent licensed to Ceres hereunder, has
been issued to CUTS, Ceres shall pay to CUTS [***] United States dollars (U.S. $[***]).
   5.5 Royalty Reports; Payments; Records
      (a) First Sale. Ceres shall report to CUTS the date of first commercial sale of any HAP-1 Product within thirty (30) business days of
occurrence in each country.
    (b) Reports and Payments. Within sixty (60) days after the conclusion of each calendar year following First Sale, Ceres shall deliver to
CUTS a report containing the following information:

                                                                       -7-


                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.
        (i) the number of HAP-1 Products sold to independent third parties in each country;
        (ii) the gross sales price for each HAP-1 Product sold by Ceres and its Affiliates during the applicable year in each country;
        (iii) the calculation of Net Sales and Sublicense Income for the applicable year in each country, including a listing of applicable
        deductions and credits applied;
        (iv) the total royalty payable on Net Sales in U.S. dollars, together with the exchange rates used for conversion; and,
        (v) a statement indicating whether any Milestones have been attained pursuant to Section 5.5.
      All such reports shall be considered Ceres Confidential Information pursuant to Section 7, and shall not be transferred to a third party. If
no royalties are due to CUTS for any year, the report shall so state. Concurrent with this report, Ceres shall remit to CUTS any payment due in
respect of Net Sales, Sublicense Income or Milestones for the applicable year. CUTS shall instruct Ceres as to the method of payment.
       (c) Records. Ceres shall maintain, and shall cause its Affiliates to maintain, reasonably complete and accurate records of HAP-1 Product
that is made, used, sold, or performed and Sublicense Income received under this Agreement and any amounts payable to CUTS in relation to
such HAP-1 Product, which records shall contain sufficient information to permit CUTS to confirm the accuracy of any reports delivered to
CUTS under this Section 5.6. The relevant party shall retain such records relating to a given royalty period for at least three (3) years after the
conclusion of that royalty period, during which time CUTS shall have the right, at its sole expense, to cause an independent, certified public
accountant to inspect such records once per calendar year, upon thirty (30) days‘ prior written notice, during normal business hours for the sole
purpose of verifying any reports and payments delivered under this Agreement. The parties shall reconcile any underpayment or overpayment
within thirty (30) days after the accountant delivers the results of the audit. In the event that any audit performed under this Section reveals an
aggregate underpayment in excess of five percent (5%) during any calendar year, Ceres or the applicable sublicensee or Affiliate shall bear the
full cost of such audit.

6. TERM AND TERMINATION
  6.1 Term . Unless otherwise terminated by operation of law or by acts of the Parties in accordance with the terms of this Agreement, this
Agreement will be in force for the Term.
  6.2 Monies Due/Accrued Rights . Any termination of this Agreement shall not relieve Ceres of its obligation to pay any monies due or
owing at the time of such termination and will not impair any accrued right of CUTS arising under this Agreement prior to such termination.

                                                                        -8-
    6.3 Termination Upon Breach . Upon material breach or default of any of the terms and conditions of this Agreement, the defaulting Party
shall be given notice of such default in writing and a period of sixty (60) days after receipt of such notice to correct the breach or default. If
(a) the default or breach (i) is material to this Agreement taken as a whole, and (ii) is not corrected within said sixty (60) day period and the
defaulting Party has not taken reasonable steps to cure the same, and (b) the Party not in default has fully complied with all of its obligations
under this Agreement and (c) the Party not in default has no adequate remedy from monetary changes, the Party not in default shall have the
right to terminate this Agreement. In the event that this Agreement is terminated due to a breach by CUTS, Sections 3.1 and 3.3 of this
Agreement shall survive such termination.
    6.4 Termination upon Bankruptcy . A Party shall have the right to terminate this agreement upon the first to occur of the following events:
(i) a petition of action is filed or action taken by or against the other Party under any law dealing with insolvency or bankruptcy; (ii) a receiver
is appointed over the assets or undertaking of the other Party; (iii) the other Party enters into a deed of arrangement or makes an assignment for
the benefit of creditors; or (iv) the other Party ceases to function as a going concern or an order is made or a resolution passed to that effect.
   6.5 Ceres Termination Rights . In addition to the above termination rights, Ceres shall be entitled to terminate this Agreement at any time,
with or without cause, upon providing CUTS with ninety (90) days‘ notice of termination in writing.

7. CONFIDENTIALITY
   7.1 Mutual Non-Disclosure Obligations . Without prejudice to Sections 7.7 and 7.8 of the Sponsored Research Agreement, each Party
hereby agrees that it shall keep confidential and not use for any purpose, except as provided herein, all Confidential Information supplied to it
(the ―Recipient‖) by the other Party (the ―Disclosing Party‖) during the term of this Agreement and for five (5) years after termination or
expiration hereof; provided, however, that the foregoing obligations of confidentiality and non-use shall not apply to the extent that any
Confidential Information is demonstrated by written records to be (a) already known to the Recipient or one of its Affiliates at the time of
disclosure hereunder (provided the Recipient and/or its Affiliates comply with any restrictions imposed by third parties); or (b) is hereafter
developed by the Recipient or one of its Affiliates in the course of work entirely independent of any disclosure hereunder; or (c) publicly
known prior to or after disclosure hereunder other than through acts or omissions of the Recipient or one of its Affiliates; or (d) disclosed in
good faith to the Recipient or one of its Affiliates by a third party (provided the Recipient and/or its Affiliates comply with any restrictions
imposed by third parties). This does not prevent disclosure to third parties by the Recipient under a secrecy or confidentiality agreement with
essentially the same confidentiality provisions provided herein in connection with the exercise of its rights under this Agreement (but only to
the extent permitted herein). In addition, disclosure may be made (i) to Recipient‘s employees, consultants, representatives, agents and advisors
provided that such persons are subject to confidentiality obligations consistent with the ones set

                                                                        -9-
forth in this Section 7.1, and (ii) to governmental agencies to the extent required to secure governmental approval for marketing of the
Products; provided, however, that the Recipient shall seek to limit disclosure and to obtain confidential treatment therefor.
   7.2 Affiliates, Licensee and Sublicensees . Nothing herein shall be construed as preventing Ceres from disclosing any information received
from CUTS to an Affiliate, licensee or to a sublicensee of Ceres, provided such Affiliate, licensee or sublicensee has undertaken a similar
obligation of confidentiality with respect to the Confidential Information.
   7.3 Internet Communications . To the extent that the Parties use the Internet as a means of communication, all e-mail and/or other
Internet-based communications containing Confidential Information shall be encrypted.

8. PRESS RELEASES AND USE OF NAMES AND TRADEMARKS
   8.1 Press Releases . All press releases which one Party desires to make relating to the Research Project or any of the matters contemplated
hereunder shall be prepared by such Party as a joint press release of the Parties and shall not be publicly released or released to the press
without the prior written consent of the other Party.
   8.2 Use of Tradenames . Neither Party shall disclose or use the name of the other for any purpose without the prior written consent of the
named Party, except for the purposes of referring to this Agreement in disclosures to be made in documents in connection with financings
and/or as required by law.

9. REPRESENTATIONS AND WARRANTIES
   9.1 Ceres Representations and Warranties . Ceres represents to CUTS that:
      (a) Ceres is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to carry on its business as now conducted;
      (b) All corporate action on the part of Ceres and its officers and directors necessary for the authorization, execution and delivery of this
Agreement and the performance of all obligations of Ceres hereunder has been taken, and this Agreement constitutes a valid and legally
binding obligation of Ceres, enforceable in accordance with its terms; and,
      (c) Ceres warrants to CUTS that it has the lawful right to grant the licenses granted to CUTS under this Agreement.
   9.2 CUTS Representations and Warranties .
     (a) CUTS is a company duly organized, validly existing and in good standing under the laws of England and Wales has all requisite
power and authority to carry on its

                                                                        - 10 -
business as now conducted;
      (b) All action on the part of CUTS and its officers and directors necessary for the authorization, execution and delivery of this Agreement
and the performance of all obligations of CUTS hereunder has been taken, and this Agreement constitutes a valid and legally binding obligation
of CUTS, enforceable in accordance with its terms; and
       (c) CUTS warrants to Ceres that it has the lawful right to grant the licenses granted to Ceres under this Agreement. CUTS warrants that,
to the best of its knowledge, CUTS owns and has full rights, title and interest, through assignment by the University and/or inventors associated
with the University, in all Technology Rights, Patent Rights or other rights which are or shall or may be licensed to Ceres pursuant to this
Agreement; including without limitation, Technology Rights, Patent Rights and other rights on CUTS Background Technology, on the HAP-1
Patent and HAP-1 Technology, and on Other Project Technology.

10. DISCLAIMERS
    10.1 Project Technology and CUTS Background Technology . The Parties accept no responsibility whatsoever for any use which may be
made of any work carried out under or pursuant to this Agreement, of the Project Technology, or of its Background Technology, and no
liability whatsoever either direct or indirect shall rest upon the a Party, its employees, students, agents or appointees for the effects of any
Product or process that may be developed, manufactured, used, sold, imported or distributed by or on behalf of the other Party or any Affiliate
or sublicensee of the other Party, notwithstanding that such Product or process may be based upon the findings of the Research Project, the
results or upon any other advice or information furnished by a Party, its employees, students, agents or appointees under this Agreement.
   10.2 General . Except as expressly provided for in this Agreement the licenses granted to the Parties under this Agreement and the
associated Technology, Biological Materials, Patent Rights, property rights, Products, and patent methods are provided WITHOUT
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED.

11. LIMITATION OF LIABILITY
  11.1 EXCLUSIONS . IN NO EVENT WILL ANY PARTY BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING,
BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS IN CONNECTION WITH THIS AGREEMENT OR IN
CONNECTION WITH THE USE OF THE TECHNOLOGY, BIOLOGICAL MATERIALS, PATENT RIGHTS, PROPERTY RIGHTS OR
PRODUCTS.
   11.2 Limitation . Under no circumstances whatsoever shall CUTS liability to Ceres

                                                                      - 11 -
under or otherwise in connection with this Agreement exceed sums paid by Ceres to CUTS under this Agreement together with the sums paid
by Ceres to the University under the Sponsored Research Agreement.

12. INDEMNIFICATION
   12.1 Ceres Indemnity . Ceres agrees to indemnify, defend and hold harmless CUTS, its employees, students, agents and appointees,
including but not limited to, Dr. Haseloff, from and against any and all liability, loss, damage, cost or expense (including reasonable legal fees,
court costs and other expenses of litigation) arising out of or in connection with third party claims relating to:
       (a) any alleged infringement of a third party‘s intellectual property rights by reason of Ceres‘ activities in relation to the Research Project
or this Agreement; or
      (b) any HAP-1 Product or process developed, manufactured, used, sold, imported or distributed by or on behalf of Ceres, its Affiliates or
sublicensees arising out of the Research Project or in any way out of this Agreement.

13. PATENT PROSECUTION AND MAINTENANCE
   13.1 Responsibility .
      (a) CUTS will diligently prosecute and maintain at its own expense, CUTS Patent Rights related to CUTS Background Technology and
Other Project Technology using counsel of its choice.
       (b) Ceres shall have the sole right and discretion, at its own expense, to prepare, file, prosecute and maintain patent applications and
patents claiming Project Technology and the HAP-1 Patent, using patent counsel of its own choosing. CUTS will cause inventors to assign
their ownership rights in the Project Technology to Ceres and will cooperate with and assist Ceres in preparation of such patents and patent
applications. CUTS will cooperate with and assist Ceres, and will cause the University to cooperate with and assist Ceres in assuming any
ongoing patent prosecution relating to the HAP-1 Patent or in the preparation and prosecution of any further such patents and patent
applications as may arise.
       (c) The Parties will promptly provide each other with copies of all relevant documentation associated with their respective Patent Rights
to the extent that such Patent Rights relate to Project Technology, the HAP-1 Patent, CUTS Background Technology or Other Project
Technology and all other reasonable assistance so that both Parties may be currently and promptly informed and apprised of the continuing
prosecution and may comment upon such documentation sufficiently in advance of any initial deadline for filing a response; provided,
however, that if the receiving Party has not commented upon such documentation prior to ten (10) business days before the initial deadline for
filing a response with the relevant government patent office, then the Party providing the documentation will be free to respond appropriately

                                                                         - 12 -
without consideration of comments by the receiving Party, if any. Both Parties hereto will keep this documentation in confidence in accordance
with the provisions of Section 7 herein.
   13.2 Choice to Not Prosecute . If subsequent to filing a patent application that claims Project Technology or the HAP-1 Patent, Ceres elects
not to prosecute or maintain such patent application or ensuing patent or fund such prosecution, filing or maintenance, Ceres shall, on a
country-by-country basis, give CUTS notice thereof within a reasonable period prior to allowing such patent application or patent to lapse or
become abandoned or unenforceable and CUTS may continue prosecution or maintenance of such patent application or patent at its sole
expense and for its exclusive benefit.
   13.3 Claims . CUTS will use all reasonable efforts to amend any patent application to include claims requested by Ceres and required to
protect the products contemplated to be sold or methods contemplated to be practiced under this Agreement.
   13.4 Interferences/Oppositions . The costs of all interferences and oppositions relating to such Patent Rights will be considered prosecution
expenses and also will be borne by the prosecuting Party.

14. PATENT INFRINGEMENT
    14.1 Notice . In the event that a Party learns of any infringement of any Patent Right licensed under this Agreement, that Party will call the
attention of the other Party thereto in writing and will provide the other Party with reasonable evidence of such infringement. The Parties to this
Agreement acknowledge and agree that during the period and in a jurisdiction where Ceres has exclusive rights under this Agreement, CUTS
will not notify a third party of the infringement of any of Patent Rights without first obtaining consent of Ceres. The Parties will use their
diligent efforts in cooperation with each other to terminate such infringement without litigation. Ceres shall have no obligation and CUTS shall
have no right, to grant any rights to such infringing third party in derogation of the exclusive licenses granted to Ceres under this Agreement.
   14.2 Legal Action . Ceres may request that CUTS take legal action against the infringement of Patent Rights. Such request must be made in
writing and must include reasonable evidence of such infringement and damages to Ceres. If the infringing activity has not been abated within
ninety (90) days following the effective date of such request, CUTS will have the right to elect to:
      (a) commence suit on its own account; or
      (b) refuse to participate in such suit;
and CUTS will give notice of its election in writing to Ceres by the end of the 100th day after receiving notice of such request from Ceres.
Ceres may thereafter bring suit for patent infringement if and only if CUTS elects not to commence suit and if the infringement occurred

                                                                       - 13 -
during the period and in a jurisdiction where Ceres had exclusive rights under this Agreement. However, in the event Ceres elects to bring suit
in accordance with this Section 14.2, CUTS may thereafter join such suit at its own expense.
    14.3 Expenses and Awards . Such legal action as is decided upon will be at the expense of the Party on account of whom suit is brought and
all recoveries recovered thereby will belong to such Party; provided, however, that legal action brought jointly by CUTS and Ceres and
participated in by both will be at the joint expense of the Parties and all recoveries from such joint legal action will be allocated in the following
order:
      (a) to each Party as reimbursement in equal amounts of the outside attorney‘s costs, fees, and other related expenses to the extent each
Party paid for such costs, fees, and expenses until all such costs, fees, and expenses are consumed for each Party, provided that if one Party
paid more for such costs, fees, and expenses, all of such Party‘s costs, fees, and expenses shall be reimbursed in full prior to the allocation of
any remaining recovery to either Party under Subsection 14.3(b); and
      (b) any remaining amount to be divided by the Parties in the following manner: (i) seventy-five percent (75%) to Ceres and twenty-five
percent (25%) to CUTS of any recoveries based on actual damages and lost profits; and (ii) fifty percent (50%) to Ceres and fifty percent (50%)
to CUTS of any recoveries based on punitive and statutory enhanced damages.
   14.4 Cooperation . Each Party will cooperate with the other in litigation proceedings instituted hereunder but at the expense of the Party on
account of whom suit is brought. Such litigation will be controlled by the Party bringing the suit, except that CUTS may be represented by
counsel of its choice, at its expense, in any suit brought by Ceres.

15. PATENT MARKING
      Ceres will mark all Products made, used, or sold under the terms of this Agreement, or their containers, in accordance with the applicable
patent marking laws.

16. GOVERNMENT APPROVAL OR REGISTRATION
      If this Agreement or any associated transaction is required by the law of any nation to be either approved or registered with any
governmental agency, Ceres will assume all legal obligations to do so. Ceres will notify CUTS if it becomes aware that this Agreement is
subject to a United States or foreign government reporting or approval requirement. Ceres will make or cause to be made all necessary filings
and pay all costs including fees, penalties, and all other out-of-pocket costs associated with such reporting or approval process. CUTS shall
cooperate with Ceres, to the extent it is able to do so within the law and established policy of CUTS, by providing documentation and
testimony to assist Ceres in obtaining such approval or registration. Any expenses incurred by CUTS in cooperating with Ceres in obtaining
approval or registration of this Agreement in any country will be reimbursed within thirty (30) days after

                                                                        - 14 -
receiving an itemized invoice for such expenses from CUTS.

17. MISCELLANEOUS
   17.1 Reserved Rights . Ceres may during or after the Term of this Agreement independently or with third parties perform any research,
including, without limitation, research related to the Purpose in any plant. Cambridge retains the right, after the Research Project is complete, to
perform research and development work related to the Purpose independent of Ceres.
   17.2 Mediation and Governing Law .
      (a) If any dispute arises out of or in connection with this Agreement the Parties will attempt in good faith to settle it by negotiation.
     (b) If the Parties are unable to settle any dispute by negotiation within twenty-eight (28) days the Parties will attempt to settle it by
mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.
      (c) To initiate a mediation, a Party must give notice in writing to the other Parties requesting a mediation in accordance with
Section 17.7.
      (d) This Agreement and all questions of construction, validity and performance under this Agreement shall be governed by English law.
   17.3 Independent Contractors . Nothing in this Agreement is intended or shall be deemed to constitute a partnership, agency,
employer-employee or joint venture relationship between the Parties. All activities by the Parties hereunder shall be provided as independent
contractors. Neither Party shall incur any debts or make any commitments for the other except to the extent, if at all, specifically provided
herein.
   17.4 Force Majeure . If the performance of any part of this Agreement by a Party is prevented, restricted, interfered with or delayed by
reason of any cause beyond the reasonable control of the Party liable to perform, unless conclusive evidence to the contrary is provided, the
Party so affected shall use its diligent efforts to avoid or remove such causes of non-performance and shall continue performance with the
utmost dispatch whenever such causes are removed. When such circumstances arise, the Parties shall discuss what, if any, modification of the
terms of this Agreement may be required in order to arrive at an equitable solution.
   17.5 Construction . In the event any portion of this Agreement shall be held illegal, void or ineffective, the remaining portions hereof shall
remain in full force and effect, as long as it does not materially alter the purpose and performance of this Agreement. If any of the terms or
provisions of this Agreement are in conflict with any applicable statute or rule of law, then such terms or provisions shall be deemed
inoperative to the extent that they may conflict therewith and shall be deemed to be modified to conform with such statute or rule of law. In the

                                                                        - 15 -
event that the terms and conditions of this Agreement are materially altered as a result of this Section, the Parties will renegotiate the terms and
conditions of this Agreement to resolve any inequities.
    17.6 Entire Agreement . Without prejudice to the Sponsored Research Agreement, this Agreement constitutes the entire agreement between
the Parties relating to the subject matter hereof and supersedes all prior agreements, understandings, writings, and discussions between the
Parties relating to said subject matter. No terms or provisions of this Agreement shall be varied or modified by any prior or subsequent
statement, conduct or act of the Parties, except that the Parties may amend this Agreement by written instruments specifically referring to and
executed in the same manner as this Agreement.
    17.7 Notices . All notices pertaining to this Agreement, including but not limited to notices concerning progress reports and royalty and
other payments, shall be in writing and sent by two-day delivery via an internationally recognized delivery service, to the Parties at the
following addresses or such other address as such Party shall have furnished in writing to the other Parties in accordance with this Section 17.7:
      For CUTS:
             Cambridge University Technical Services, Ltd.
             Research Services Division
             16 Mill Lane
             Cambridge CB2 1SB
             Great Britain
             Attention: Contracts Officer
      For Ceres:
             Ceres, Inc.
             3007 Malibu Canyon Road
             Malibu, CA 90265
             U.S.A.
             Attention: Chief Operating Officer
      A notice shall be deemed to have been received on the day after deposit with the delivery service, if sent by overnight delivery.
   17.8 No Third Party Beneficiaries and No Assignment . This Agreement shall be binding upon and inure to the benefit of the successors in
interest of the respective Parties. This Agreement shall not be assigned by any Party without the written consent of the other Parties; provided,
however, Ceres may assign this Agreement to any Affiliates or to any corporation with which it may merge or consolidate, or to which it may
transfer all or substantially all of its assets or business, without obtaining the consent of CUTS.

                                                                        - 16 -
    17.9 Further Assurances . Each Party hereto shall execute such further papers or agreements as may be necessary to effect the purposes of
this Agreement and carry out its provisions.
   17.10 Export Control Laws . The Parties will observe all applicable national laws with respect to the transfer of materials and related
technical data to foreign countries, including, without limitation, the International Traffic in Arms Regulations (ITAR) and the Export
Administration Regulations.
    17.11 No Waiver . The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect
its right at a later time to enforce the same. No waiver by either Party of any condition or term in any one or more instances shall be construed
as a further or continuing waiver of such condition or term or of any other condition or term.
   17.12 Severability. If any term of this Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in
conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected.
   17.13 Headings. The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to
affect the meaning or interpretation of this Agreement.
   17.14 Survival . Upon termination of this Agreement for any reason, Sections 3, 6, 7, 8, 10, 11, 12, 13, 14 and 17.2 and any accrued rights,
obligations and causes of action shall survive termination of this Agreement.

                                                                       - 17 -
       In Witness Whereof, both CUTS and Ceres have executed this Exclusive License Agreement, in duplicate originals, by their respective
officers hereunto duly authorized, as of the date and year written on page one hereof.


CAMBRIDGE UNIVERSITY TECHNICAL SERVICES                                                    CERES, INC.
LTD.

By        /s/ R.C. JENNINGS                                                                By    /s/ RICHARD FLAVELL
Name:     Dr. R.C. Jennings                                                                Name: Richard Flavell, CBE, FRS
Title:    Director                                                                         Title: Chief Scientific Officer

                                                                                           By    /s/ PETER MASCIA
                                                                                           Name: Dr. Peter Mascia
                                                                                           Title: Director of Product Development

                                                                    - 18 -
                                                               Exhibit A
                                                       CUTS Background Technology
HAP1 ENHANCER TRAP LINES

HAP1-VP16:HAP1-UAS-Extensin-emdGFP
HC10 — stomatal guard cells
HC03 — root base, cortex, endodermis
HC128.3 — petal vasculature
HC104.2 — leaf vasculature
HAP1-VP16:HAP1-UAS-histone-mCFP
With expression patterns in first screen:
HS69 — epidermis of roots, pili, abscission zones
HS135 — mature vasculature of silique and petals
HS151 — base of silique
HS164 — epidermis of roots, cotyledons, siliques, flowers
HS165 — style epidermis
HS176 — mature leaves
HS181 — silique vascular

HS222 — YOUNG ROOTS
HS230 — sepals and leaves
HS238 — vascular tissue roots, shoot meristem of embryo
HS241a — root tips
HS241b — hypocotyls and cotyledons, stem
HS251 — epidermis of stem/flower
HS357 — lateral root primordial
No expression in untreated seedlings, mature plants:
HS42
HS57
HS62
HS130
HS138
HS168
HS179
HS181
HS186
HS192
HS202
HS204
HS210
HS216
HS217
Hs220
HS221
HS225
HS228
HS231
HS232
HS243
HS247
HS250
HS253
HS359
HS630
HS361
HS364
HS366
HS368
HS369
HS371
                                                         Exhibit B
                                                      HAP-1 Technology
Description of HAP-1 technology :


                              ET HAP1 EXT emdGFP [diagram of linear T-DNA vector transformation]
ET HAP1 H2BECFP [diagram of linear T-DNA vector transformation]
HAP-1 Patent:
UK priority patent application number 0122828.7 filed on September 21, 2001, with title: Gene expression construct.
Protocol associated with the validation of the use of HAP1 within the HAP-1 Technology :
  Transgene activation by HAP1 in dicots: the following milestones should be achieved by December 2002:
        Create Arabidopsis lines using a vector that contains a Ceres‘ constitutive promoter directing HAP1-VP16 expression as well as UAS
         HAP1 — driven expression of a fluorescent protein (line A)


   •     Create Arabidopsis lines using a vector that contains a ―weak‖ cell/tissue specific promoter directing HAP1-VP16 expression as well
         as UAS HAP1 — driven expression of a fluorescent protein (line B)

   •     Create Arabidopsis lines using a vector that contains UAS HAP1 — driven aequorin or a spectrally distinct fluorescent protein (line C)

   •     Cross line C into lines A and B (or retransform construct from C into A or B using a novel, non-PPT based selectable marker)

   •     Evaluate RNA levels, and demonstrate presence of transactivated protein function in a range of at least 10 cell types in statistically
         relevant sets of independent Arabidopsis transformants.
   Transgene activation by HAP1 in monocots: the following milestones should be achieved by December 2003:
   •     Create rice lines using a vector that contains a Ceres‘ constitutive promoter directing HAP1-VP16 expression as well as UAS HAP1 —
         driven expression of a fluorescent protein (line A)

   •     Create rice lines using a vector that contains a ―weak‖ cell/tissue specific promoter directing HAP1-VP16 expression as well as UAS
         HAP1 — driven expression of a fluorescent protein (line B)


   •     Create rice lines using a vector that contains UAS HAP1 — driven aequorin or a spectrally distinct fluorescent protein (line C)

   •     Cross line C into lines A and B (or retransform construct from C into A or B using a novel, non-PPT based selectable marker)

   •     Evaluate RNA levels, and demonstrate presence of transactivated protein function in a range of at least 10 cell types in statistically
         relevant sets of independent rice transformants.
                                                                  Exhibit C
                                                       Exemplary Technological Elements
A polynucleotide sequence encoding a protein or polypeptide
A polynucleotide sequence regulating the expression of a coding sequence
A polynucleotide sequence regulating the transcription of a coding sequence
A polynucleotide regulating the stability of a transcript
A polynucleotide regulating the translation of a transcript
A polynucleotide sequence capable of suppressing the activity of another polynucleotide
A polynucleotide sequence capable of suppressing the activity of a polypeptide or protein
A process or method to transform a plant or a plant cell
A process or method to select a desirable transformant
                                                 SPONSORED RESEARCH AGREEMENT
      This Sponsored Research Agreement (the ―Agreement‖), effective as of the 1 st day of June, 2000 (the ―Effective Date‖), is by and
between The Chancellor, Masters and Scholars of The University of Cambridge (―University‖) and Ceres, Inc., a Delaware corporation
(―Ceres‖).


                                                             WITNESSETH:
      WHEREAS, University, as a center for academic knowledge and research and development, and through the work of Dr. Haseloff and
others, has expertise, information and technology rights in the field of plant genomics and developmental biology;
      WHEREAS, Dr. Haseloff is an employee of University and has special expertise and know-how in screening transformed tissues for
analyzing expression in certain cell types using Green Fluorescent Protein (―GFP‖);
       WHEREAS, University is interested in performing certain research and development work for Ceres, including the making and screening
of certain transgenic plants of interest to one or both Parties, and Ceres is willing to fund such research and development work, all subject to
the terms and conditions of this Agreement;
      NOW, THEREFORE, in consideration of the foregoing premises and the following mutual covenants, and other good and valuable
consideration, the receipt of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. DEFINITIONS
      For purposes of this Agreement the following terms shall have the following meanings:
   1.1 ―Affiliates‖ shall mean (a) any company owned or controlled to the extent of at least fifty percent (50%) of its issued and voting capital
by a Party to this Agreement and any other company so owned or controlled (directly or indirectly) by any such company or the owner of any
such company, or (b) any partnership, joint venture or other entity directly or indirectly controlled by, controlling, or under common control
with, to the extent of at least fifty percent (50%) of voting power (or otherwise having power to control its general activities), a Party to this
Agreement
   1.2 ―Background Technology‖ shall mean the Technologies developed prior to the Effective Date, which the University or Ceres owns, or
has license rights to, and which are useful for the Purpose. The Party‘s respective Background Technology shall be referred to as Ceres
Background Technology and University Background Technology. The University Background Technology shall include in particular certain
Patent Rights and Technology Rights relating to (i) Arabidopsis transgenic plants and (ii) the hap1 and other extensin-gfp gene constructs. The
Patent Rights related hereto are listed in Exhibit D.
   1.3 ―Biological Materials‖ shall mean any plants, seeds, microorganisms, cells, parts of cells, DNA, RNA, cDNA, proteins, peptides,
enzymes, and any combination of the foregoing, and/or other organic matter and/or other biologically active compounds.
   1.4 ―Biological Product(s)‖ means any product comprising the Biological Materials.
   1.5 ―University Patent Rights‖ means all Patent Rights owned or co-owned by University, but on which no Ceres‘ inventors are named.
   1.6 ―Ceres‘ Patent Rights‖ means all Patent Rights owned or co-owned by Ceres.
    1.7 ―Confidential Information‖ means any information, disclosed by one Party to this Agreement to the other Party, that has any commercial
value to the disclosing Party‘s business, research, development or other activities. Confidential Information includes, without limitation,
inventions, biological materials, technical information, trade secrets, financial information, product plans, customer lists, marketing plans and
strategies, forecasts and other business information, improvements, ideas, works of authorship, processes, computer programs, techniques,
schematics, data, gene sequences, gene expression data, protein sequences, protein structures, regulatory sequences, and other data.
    1.8 ―Exclusive License Agreement‖ shall mean these or that certain exclusive license agreement(s) to be negotiated between the Parties on
fair and reasonable terms on commencement of the Research Project.
  1.9 ―Other Project Technology‖ shall mean any Technology which the University develops which is based on or created by using Project
Technology and/or which furthers the Purpose without funding or information from Ceres during the Research Project..
   1.10 ―Patent Rights‖ means all patents and patent applications throughout the world, including any reissues, extensions, substitutions,
continuations, divisions, and continuations-in-part applications, reexaminations or extensions or other government actions which extend the life
of a patent, and all rights to apply for patent protection and all rights, if any, to sue or bring other actions for past, present or future
infringement of such rights.
  1.11 ―Products‖ shall mean all products, processes, or services including Biological Products that are to be commercialized, the
manufacture, use or sale of which is covered by any claim of one or more patents within the University Background Technology, and/or Project
Technology.
   1.12 ―Party‖ means University or Ceres, collectively they are sometimes referred to as the ―Parties‖.
   1.13 ―Project Technology‖ shall mean any and all Technology developed or obtained during and resulting from the Research Project, but
excluding any Background Technology and Other Project Technology.
   1.14 ―Purpose‖ shall mean the generation and analysis and transfer to Ceres of data and large numbers of transgenic Arabidopsis plants
and/or seeds transformed with constructs
containing the GFP gene the expression of which is indirectly driven by a large amount of different plant promoters, as further described in the
Research Plan.
   1.15 ―Research Budget‖ shall mean the mutually agreed document attached hereto as Exhibit B that specifies the funding for the Research
Project.
  1.16 ―Research Funds‖ shall mean any funds paid or credited to the University by Ceres under this Agreement as further specified in the
Research Budget.
    1.17 ―Research Project‖ shall mean the collaborative research program under which University and Ceres shall perform certain research and
development activities in pursuit of the Purpose and in accordance with the Research Plan. The Research Project shall continue until the earlier
of (i) the completion of the last task performed with the aid of the Research Funds, or (ii) the expiration or termination of this Agreement.
   1.18 ―Research Plan‖ shall mean the mutually agreed document attached hereto as Exhibit A, that describes the respective research
experiments and the specific responsibilities of the Parties in performing the Research Project.
   1.19 ―Technology‖ shall mean any Biological Material, Biological Products, data, methods, protocols, procedures, processes and the like,
and the Patent Rights and Technology Rights relating thereto.
   1.20 ―Technology Rights‖ shall mean existing and future proprietary rights, including but not limited to know-how rights, trade secret
rights, copyrights, design rights, and all other intellectual property rights (including without limitation the right, if any, to sue or bring other
actions for past, present or future infringement of such proprietary rights), but excluding Patent Rights.

2. THE RESEARCH PROJECT
  2.1 Research Project . University and Ceres shall carry out the Research Project in accordance with the Research Plan attached hereto as
Exhibit A.
   2.2 Research Plan . The Research Plan shall be signed by the Parties and shall include a detailed outline of the Research Project, time
schedules for performance of specific tasks, and an annual budget. The Parties recognize that changes to the Research Plan may be required,
and therefore agree to negotiate in good faith the terms of amendments to the Research Plan. Modifications to the Research Plan shall only
become effective, however, through a written amendment to the Research Plan executed by the Parties
   2.3 The Parties agree to fully cooperate, including making their respective personnel available at reasonable times, in order to expedite
carrying out the Research Project efficiently and avoiding unwarranted expenditure of effort.
   2.4 Research Performed by University .
     2.4.1 University shall use all reasonable efforts to carry out its responsibilities under the Research Project in accordance with the
Research Plan, and within the timetables set forth therein.
       2.4.2 University shall allocate its resources substantially as set forth in the Research Plan including, but not limited to, providing at least
three (3) full time equivalent personnel (―FTEs‖), who shall work on the Research Project. At least two (2) of the FTEs shall be at least at the
postdoctoral level. The other one (1) FTE shall be the technician level.
      2.4.3 The principal scientist or investigator who will direct the performance of the Research Project on behalf of University is, unless the
Parties otherwise agree, Dr. James Haseloff. All inventions and research information disclosed pursuant to this Agreement, and all other
communications concerning the Research Project shall be directed to Dr. James Haseloff.
      2.4.4 Dr. Haseloff and his team shall not, during the conduct of the Research Project, engage in any research in pursuit of the Purpose
and the Research Project to which any other commercial entity would receive rights.
   2.5 Research Performed by Ceres .
      2.5.1 In order to accelerate and facilitate the Research Project, Ceres may, in its sole discretion:
         2.5.1.1 provide certain of its Background Technology to University and provide certain Confidential Information relating thereto to
University, and
         2.5.1.2 perform analysis on Project Technology provided by University.
      2.5.2 Any results arising from work performed under this Section 2.5 shall be deemed to be Project Technology.

3. CONSIDERATION
   3.1 Research Funds . Ceres shall provide Research Funds over a three-year period to support the Research Project, in accordance with the
Research Budget attached hereto as Exhibit B. The Research Funds paid under this Agreement shall not exceed £ (English pounds) 575,478 in
total. Installments of the Research Funds shall be provided on a quarterly basis with the first payment occurring within thirty (30) days from the
signature date of this Agreement and thereafter within thirty (30) days from the start of each quarter. The foregoing notwithstanding, the Parties
may, from time to time, discuss the scope, direction, and pace of the Research Project, and Ceres may agree to provide greater amounts of
funding if University agrees to commit greater resources to the Research Project.
   3.2 Equipment . On the expiration or termination of this Agreement, the University shall retain title to any equipment provided by Ceres, or
purchased with funds provided by Ceres, under this Agreement.
4. OWNERSHIP
  4.1 Background Technology . For the avoidance of doubt, each Party shall have and retain all rights, title and interest to its respective
Background Technology used in the Research Project.
   4.2 Project Technology . Ceres shall be the sole owner of all right, title and interest to Project Technology. University hereby assigns to
Ceres all of its rights, title and interest to the Project Technology. . If University is prevented by law or otherwise prevented from assigning any
Project Technology to Ceres, University hereby grants to Ceres all licenses, to the fullest extent possible, to effectuate the intent of this
Agreement that Ceres be assigned all Project Technology, and to otherwise effectuate the purposes of this Agreement.
   4.3 Other Project Technology . University shall have and retain all rights, title and interest to the Other Project Technology.

5. PATENT RIGHTS
   5.1 University Patent Rights . Subject to all of the terms and conditions of the Exclusive License Agreement, University will diligently
prosecute and maintain the patents and patent applications throughout the world comprising University Patent Rights covering University
Background Technology and Other Project Technology or relating to any other technology exclusively licensed to Ceres under the Exclusive
License Agreements. To aid in effectuating the purposes of this Agreement and the Exclusive License Agreement, University shall use all
reasonable endeavors to ensure that each University‘ inventor of Patent Rights covering Project Technology shall do all acts and execute
documents as may be necessary by patent laws to give effect of this clause 5.1.
   5.2 Ceres Patent Rights . Subject to all of the terms and conditions of the Exclusive License Agreement, Ceres will diligently prosecute and
maintain the patents and patent applications throughout the world comprising Ceres Patent Rights arising out of the Research Project. In the
event patent laws require the naming of University inventors as co-inventors on Ceres‘ Patent Rights, University will assign its ownership
rights of these Patent Rights to Ceres. University shall use all reasonable endeavors to ensure that each University‘ inventor of Patent Rights
covering Project Technology shall do all acts and execute documents as may be necessary by patent laws to give effect of this clause 5.2

6. EXCLUSIVE LICENSE AGREEMENT
      During the period of negotiation of the Exclusive License Agreement neither Dr. Haseloff nor any member of his team or any person
appointed to represent the University on behalf of Dr. Haseloff or his team shall enter into any arrangements with third parties which may
conflict with the Results, the field of research or terms of this Agreement.

7. DISCLOSURE OBLIGATIONS
   7.1 Disclosure to Ceres . Upon execution of this Agreement University shall promptly disclose in writing or other tangible form to Ceres all
of University Background Technology
existing as of the Effective Date which University has already used or plans to use in the Research Project.
  7.2 Disclosure during Research Project . During the term of the Agreement University shall promptly disclose to Ceres any and all Project
Technology as it arises, in carrying out the Research Project. Immediately after University becomes aware of the existence of any Other Project
Technology, University shall disclose such Other Project Technology to Ceres.
    7.3 Means of Disclosure . Any disclosure as required by this Section 7 shall be made in tangible forms, which are mutually acceptable to
both Parties. To facilitate such transfer, the Parties shall agree upon mutually acceptable means of accomplishing such end, which means shall
include correspondence via telephone, mail, e-mail and fax as well as meetings at least every six (6) months during the term. Such meetings
shall be held at the University facilities or at Ceres, or at such other locations as may be mutually agreed upon. About two (2) weeks prior to
each such meeting, the University shall provide Ceres with written reports concerning the Research Project. All costs incurred in undertaking
all communications relating to the Research Project shall be borne by Ceres. Ceres shall reimburse the University for reasonable travel costs
incurred in traveling to Ceres or other locations selected by Ceres. All transportation will be coach class or equivalent. The University or its
employees shall itemize each expense and provide Ceres with receipts for all expenses that are to be reimbursed.
    7.4 Mutual Non-Disclosure Obligations . Each Party hereby agrees that it shall keep confidential and not use for any purpose, except as
provided herein, all Confidential Information supplied to it (the ―Recipient‖) by the other Party (the ―Disclosing Party‖) during the term of this
Agreement and for five (5) years after termination or expiration hereof; provided, however, that the foregoing obligations of confidentiality and
non-use shall not apply to the extent that any Confidential Information is demonstrated by written records to be (a) already known to the
Recipient or one of its Affiliates at the time of disclosure hereunder (provided the Recipient and/or its Affiliates comply with any restrictions
imposed by third parties) or is hereafter developed by the Recipient or one of its Affiliates in the course of work entirely independent of any
disclosure hereunder; or (b) publicly known prior to or after disclosure hereunder other than through acts or omissions of the Recipient or one
of its Affiliates; or (c) disclosed in good faith to the Recipient or one of its Affiliates by a third party (provided the Recipient and/or its
Affiliates comply with any restrictions imposed by third parties). This does not prevent disclosure to third parties by the Recipient under a
secrecy or confidentiality agreement with essentially the same confidentiality provisions provided herein in connection with the exercise of its
rights under this Agreement (but only to the extent permitted herein). In addition, disclosure may be made (i) to Recipient‘s employees,
consultants, representatives, agents and advisors provided that such persons are subject to confidentiality obligations consistent with the ones
set forth in this Section 6.5, and (ii) to governmental agencies to the extent required to secure governmental approval for the Products;
provided, however, that the Recipient shall seek to limit disclosure and to obtain confidential treatment therefor.
   7.5 Affiliates, Licensee and Sublicensees . Nothing herein shall be construed as preventing Ceres from disclosing any information received
from the University to an Affiliate, licensee or to a sublicensee of Ceres, provided such Affiliate, licensee or sublicensee has undertaken a
similar obligation of confidentiality with respect to the Confidential Information.
    7.6 Publication and Patentability . In order to avoid the loss of, or the diminution in value of, valuable patent rights the University agrees to
ensure that the University, the University‘ inventors of the Patent Rights covering Project Technology and other University employees and
consultants involved in the Research Project delay the dissemination or publication of any information developed in the course of performance
of the Research Project or based upon any Ceres information or Other Project Technology until thirty (30 ) days after Ceres has been furnished
with the full text of any proposed dissemination or publication. If Ceres determines that such dissemination or publication would jeopardize
any Patent Rights, Ceres shall notify the University in writing within the thirty (30 ) day period and may elect in such notice to delay the
proposed publication for a further period, not to exceed ninety (90) days in order to protect potential Patent Rights. Dr. Haseloff agrees to
comply with the foregoing and to use his reasonable efforts to ensure that all University employees working on the Research Project comply
with the foregoing.
   7.7 Deposit of Seeds . In order to avoid the loss of, or diminution in value of, valuable patent rights and other proprietary rights, should the
University choose to transfer seeds to national stock centers, such transfers shall be conditioned upon (i) such national stock center not
releasing the deposited seeds for a period of 18 months from the date on which Ceres was provided with such seeds (such period, for each seed
type, the ―Lead Period‖), (ii) the national stock center agreeing not to release such seeds to any third party unless such third party executes in
advance, the attached Material Transfer Agreement TYPE A, including the restriction that the third party shall not use the seeds for commercial
purposes and (iii) that copies of all executed Material Transfer Agreements related to such seeds are promptly provided by University to Ceres.
    7.8 Disclosure to Collaborators . Dr. Haseloff may choose to transfer selected seed items and associated information to a few special
collaborators, listed in Exhibit E, which can be updated by Jim Haseloff and which updates will be communicated to Ceres in writing, during
the Lead Period applicable to such seed type, provided that the collaborating Party executes in advance the attached Materials Transfer
Agreement TYPE B and provided that (i) all relationships of such collaborators with commercial entities be disclosed to Ceres, in writing, prior
to the transfer of any materials, and (ii) Ceres is provided with a copy of the executed Material Transfer Agreements promptly after they are
signed.
   7.9 Press Releases . All press releases which one Party desires to make relating to the Research Project or any of the matters contemplated
hereunder must be prepared by such Party as a joint press release of the Parties and must not be publicly released or released to the press
without the prior written consent of the other Party.
   7.10 Use of Tradenames . Neither Party shall disclose or use the name of the other for any purpose without the prior written consent of the
named Party, except for the purposes of referring to this Agreement in disclosures to be made in documents in connection with financings
and/or as required by law.
   7.11 Internet Communications . To the extent that the Parties use the internet as a means of communication, all e-mail and/or other internet
based communications containing Confidential Information shall be encrypted.
8. REPRESENTATIONS AND WARRANTIES
   8.1 Ceres Representations and Warranties . Ceres represents to the University and the University‘ inventors of Patent Rights that:
      8.1.1 Ceres is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to carry on its business as now conducted; and
      8.1.2 All corporate action on the part of Ceres and its officers and directors necessary for the authorization, execution and delivery of this
Agreement and the performance of all obligations of Ceres hereunder has been taken, and this Agreement constitutes a valid and legally
binding obligation of Ceres, enforceable in accordance with its terms.
   8.2 University Representations and Warranties .
     8.2.1 University is an institution of higher learning and research duly organized, validly existing and in good standing under the laws of
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11. TERM AND TERMINATION
   11.1 Term . This Agreement shall come into effect on the Effective Date and shall continue, unless earlier terminated or extended in
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12. MISCELLANEOUS
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IN WITNESS WHEREOF the respective Parties hereto have executed this Sponsored Research Agreement by their duly authorized officers as
of the Effective Date.


THE UNIVERSITY OF CAMBRIDGE                                                CERES, INC.

By

                                                                           By:   /s/ MARK VAECK
     Title Director of Research Services
                                                                                 Title Chief Operating Officer

DR. JAMES HASELOFF

Signature: /s/ JAMES HASELOFF



      Title University Lecturer
                                                                    Exhibit A
                                                                  Research Plan

Decoding gene expression and plant cell fate.
Dr. Jim Haseloff,
Department of Plant Sciences, University of Cambridge,
Downing Street, Cambridge. CB2 3EA.
Tel: +44-1223-766546, Fax: +44-1223-333953,
Email: jh295@cam.ac.uk , web site: http://www.weed3D.com

Objectives of the proposed research.
The genetic control of plant development is mediated by cellular interactions, and an exchange of positional information contributes to the
self-organisation and coordination of cells during development. The Arabidopsis root meristem provides an ideal test-bed for probing these
interactions. The root meristem grows indeterminately, is genetically amenable, has a simple and transparent architecture, and can be induced
to form de novo in adult tissues. We have developed new genetic and optical techniques for visualising and manipulating cells within living
meristems, using a modified green fluorescent protein (GFP).
With these new approaches, it is crucial to obtain GAL4-independent markers for precisely monitoring cell fate, and to understand the patterns
of gene expression that underlie different cell fates. I believe that recent technical advances will allow both of these objectives to be simply
realised. The first part of this proposal describes our general approach and new methods that we have developed. The second part describes a
high throughput scheme for rapidly generating a library of Arabidopsis lines that express a cell wall localised form of GFP in specific cell
types. These enhancer trap lines will contain a novel transcription factor based on HAPI, similar to a GAL4-based strategy that we have already
developed.

The enhancer trap lines will:
(i) provide GAL4-independent GFP markers for cell fate, (Ii) allow precise HAP1-dependent transactivation of genes in Arabidopsis,
(iii) allow histological clearing of GFP expressing tissues for detailed 3D mapping of cell arrangements in meristems and during
embryogenesis, and
(iv) the presence of a new fluorescent cell wall epitope will allow the simple isolation of highly specific cell types in relatively large
quantities for gene expression analysis using microarrays or DNA chips and protein and biochemical analyses.

                                                                      Page 1
Background.
Developing multicellular tissues or organs generally demonstrate a capacity for self-organisation. For example, wounded tissues generally
respond in a robust and coordinated fashion to allow repair, and local induction events can initiate prolonged and coordinated developmental
processes. These types of developmental plasticity and functional autonomy are particularly evident in plant tissues. The basic features of a
plant‘s body plan are established during embryogenesis, however its final form results from the continued growth of meristems and the
formation of organs throughout its life, often in a modular and indeterminate fashion. Plant cells are constrained by rigid cell walls and are
generally non-motile, so there is the clear possibility that cell fates within a meristem are determined by lineage. However, evidence from plant
chimera and wounding studies have demonstrated a more important role for cell-cell interactions during fate determination (reviewed in
Steeves & Sussex, Patterns in Plant Development, 1989) and laser ablation of cells within the Arabidopsis root meristem has shown that after
the death of a cell, a neighbouring cell can be triggered to divide and compensate for the loss (van der Berg et al., Nature 37Q:62-65, 1995). It
is likely that positional information during plant development is obtained via cell-cell contact, and that the coordination and fate of cells within
a developing meristem may be determined by a network of local cellular interactions. We have chosen the Arabidopsis root meristem as a
model system for investigating intercellular interactions. The root meristem possesses indeterminate growth and has a simple and transparent
architecture. Arabidopsis is genetically amenable, and one can routinely generate transgenic lines for work with the intact organism.

In order to dissect local cell-cell interactions it is crucial that we can (i) clearly image individual cells inside living meristems and (ii) have
the means to perturb them.

                                                                      Page 2
Over the past several years, we have developed a set of new genetic and optical techniques which allow us to visualise and manipulate cells
within living plants.
(i) Visible gene reporters.
The jellyfish green fluorescent protein (GFP) has been adapted for use as a bright marker in transgenic plants. The wild-type GFP cDNA is not
expressed in Arabidopsis. We have extensively modified the gfp gene to remove a cryptic intron, to introduce mutations that confer improved
folding and spectral properties and to alter the subcellular localisation of the protein. All of these alterations have been incorporated into a
single modified form of the gene (mgfp5-ER) which we now routinely use for monitoring gene expression and marking cells in live transgenic
plants (Siemering et al., Current Biology §: 1653-1663, 1996; Haseloff et al., PNAS 94:2122-2127, 1997).
(ii) Multispectral dynamic imaging.
We have developed fluorescence microscopy techniques for high resolution observation of living cells. The expression of GFP within an
organism produces an intrinsic fluorescence that colours normal cellular processes, and high resolution optical techniques can be used
non-invasively to monitor the dynamic activities of these living cells. Using coverslip-based culture vessels, specialised microscope objectives
and the optical sectioning properties of the confocal microscope, it is possible to monitor simply and precisely both the arrangement of living
cells within a meristem, and their behaviour through long time-lapse observations (see http://celldev4.plantsci.cam.ac.uk). We have recently
constructed cyan and yellow emitting GFP variants that can be distinguished from the green fluorescent protein during confocal microscopy.
These colour variants have enabled simultaneous imaging of different tagged proteins in living cells.

                                                                     Page 3
(iii) GAL4 targeted GFP expression.
In order to genetically manipulate cells during meristem development, we have devised a scheme for targeted gene expression, which is based
on a method widely used in Drosophila (Brand and Perrimon, Development 118:401-415, 1993). We have used an ―enhancer-trap‖ strategy to
generate many transgenic plants which express different patterns of a yeast transcription activator, GAL4. A chosen target gene can then be
placed under the control of GAL4 upstream activation sequences (VAS), transformed into plants, and maintained silently in the absence of
GAL4. Genetic crosses between this single line and any of the library of GAL4-containing lines specifically activates the target gene in a ·
particular tissue or cell type (Fig. 1). The phenotypic consequences of mis-expression, including those deleterious to the organism, can be
conveniently studied.
We found that GAL4 is not expressed in Arabidopsis due to a high A/T content, which can interfere with mRNA processing in plants. We have
produced a modified form, mGAL4-VPI6, that it is expressed efficiently in plants, and randomly inserted the modified gene into the
Arabidopsis genome, using Agrobacterium tumefaciens-mediated transformation. The transformation vector was designed so that expression of
the mGAL4-VP16 gene would be dependent upon the fortuitous proximity of an Arabidopsis enhancer element. The inserted DNA also
contained a GAL4-responsive mGFP5-ER gene. Thus, interesting ―enhancer-trap‖ patterns of GAL4 gene expression were immediately and
directly visible, with each GAL4-expressing cell marked by bright green fluorescence. We have used in vivo detection of GFP to directly
screen for GAL4-directed GFP expression in 8000 regenerated plantlets. We have documented a collection of over 250 Arabidopsis lines with
distinct and stable patterns of mGAL4-VPI6 and GFP expression in the root. These lines provide a valuable set of markers, where particular
cell types are tagged and can be visualised with unprecedented ease and clarity in living plants (Fig. 2).
(iv) Targeted misexpression.
Most importantly, mGAL4-VP16 expression within these lines can be used to direct the expression of a chosen gene at a precise time and place
within the organism. We have produced transgenic plants which maintain regulatory proteins or toxins, silent behind a GAL4-responsive
promoter. We can now activate these genes in specific cells by crossing to a chosen mGAL4-VPI6 expressing line. For the first time, we have a
system with the potential to both precisely perturb and to monitor the behaviour of particular cells within a living plant. For example, we are (i)
using GAL4dependent expression of the A-chain of diphtheria toxin (DTA) to kill specific cells within the root meristem, (ii) driving
misexpression of cell cycle regulatory proteins, to activate or inhibit particular cell divisions within the root meristem (in collaboration with
Dr. Sue Bougourd, University of York), and (iii) triggering ectopic expression of homeodomain proteins in order to affect cell fate
determination. In order to better interpret these experiments, it is crucial to gain an improved understanding of the precise timing and
arrangement of gene expression and cell architecture within normal meristems, and in these genetically perturbed tissues. Accordingly, we have
developed better techniques for the three dimensional visualisation of cell arrangements within meristems.
(v) 3D visualisation.
The architecture of primary meristems is established early, during embryogenesis. Unfortunately, this process is occluded by the silique and
ovary walls, making direct live observations difficult. The 3D arrangements of plant cells can be observed using either physical or optical
sectioning techniques.

                                                                      Page 4
However the laborious nature of thin sectioning, the problem of obtaining the desired plane of section, and difficulty of obtaining a complete
series of sections has limited its use somewhat to the skilled and patient. Optical sectioning has many advantages from the point of view of
speed and simplicity, and it can allow the direct viewing of living wholemounts. Here, transverse sections need to be reconstructed from a
series of Z-axis images. Nomarski optics have proved useful for examining details within living tissues, but do not provide sufficient contrast
and resolution to allow precise 3D reconstruction of cell arrangements. Confocal laser scanning microscopy provides a substantial
improvement, but it has still proved difficult to optically section deep into tissues due to light scattering and spherical aberration caused by
particulate subcellular matter and layers of refractile cell walls. I have been struggling with this problem for some time, and have recently
found some solutions.




Periodic acid treatment of carbohydrates produces aldehyde groups which can be reacted with various fluorescent pseudoSchiff reagents. If
fixed plant tissue is treated in this way, cell walls (and starch-containing plastids, if present) become intensely and covalently labeled with the
chosen fluor. The tissue can then be directly cleared in a high refractive index agent containing chloral hydrate, and mounted for microscopy.
The combination of high levels of fluorescence and high refractive index mountant allows the collection of extended Z-series images at very
fine resolution (0.2 -0.5 µM steps), using minimum confocal aperture, and without fear of photobleaching or signal and resolution loss due to
spherical aberration. The depth of image collection is limited mainly by the working distance of the objective (>200JlM), and this allows
simple optical sectioning throughout an entire Arabidiopsis root at high resolution. In fact every cell within a mature Arabidopsis embryo can
be clearly visualised (Fig. 3). We now face the exciting prospect of being able to clearly visualise the relative arrangement of every cell during
meristem initiation and development, and to be able to accurately map the order and pattern of cell proliferation during meristem development.
We can routinely reconstruct the cellular structure of entire meristems for various experiments. The large data files, between 100MB and
200MB in size, allow excavation of the data, production of sections in arbitrary planes, and rendering of surface features. We can also use
computer visualisation methods, borrowed from the medical imaging field, to reduce large data sets to a simple description of the 3D shapes
and arrangement of cells in a meristem. These advanced software methods for 3D segmentation allow visualisation of the dimensions, shapes
and relative arrangements of cells within optically sectioned

                                                                      Page 5
meristems (Fig. 4). These same methods can be used to analyse meristems that have been genetically perturbed by GAL4 targeted cell ablation
or misexpression.




(vi) Naturally insolubilised GFP marker.
With the techniques that we have already developed, one can readily visualise living GFP-expressing cel1s, do precise 3D analysis of fixed and
stained tissues and use the GAL4 system for targeted misexpression experiments. These experiments have led us to look for better
GAL4-independent cel1 markers, and to search for ways of retaining the GFP signal in cleared tissues for detailed 3D analysis of marked cel1s.
(The 3D visualisation methods described above result in bleaching and loss of GFP from cleared, stained tissues). Accordingly, we have
recently developed a natural1y insolublised form of GFP.
We have fused a variant of GFP to the coding sequence of a carrot extensin. Expression of this gene fusion in transgenic Arabidopsis tissues
results in the decoration of cel1 wal1s with bright fluorescence (Fig. 5). Extensin becomes covalently linked to the cel1 wall matrix, and the
GFP-extensin marker is resistant to various clearing techniques that normal1y result in complete loss of the protein from treated tissues. For
example, the cel1 wall bound signal is retained after complete alcohol dehydration or glycerol infiltration. In addition, the externalised GFP
provides an epitope tag that will be useful for the physical sorting of cells using simple immunological methods. These properties would
provide a substantial benefit for the screen outlined below.

PROPOSAL
We have constructed a novel enhancer trap vector that will allow the generation of stable Arabidopsis lines with a robust fluorescent
marker within specific cell walls. It will be possible to see developing cells, deep in cleared embryonic and meristem tissues. The marker will
also provide a cell surface epitope. For the first time, it will be possible both to visualise the precise 3D arrangements of different cell types
and to simply and rapidly isolate those same cell types for genetic or biochemical analysis.
1. HAP1-VP16 enhancer trap vector.
The yeast GAL4 protein is a member of a family of zinc-finger (Cys4) transcription factors which are limited to fungi, and homologues have
not been found in plants to date. In order to generate a GAL4-independent system for targeted gene expression and generation of cel1 markers,
we have constructed a synthetic HAPI-VP16 gene. HAPI is another yeast zinc-finger transcription factor related to GAL4, but with a different
binding specificity. Yeast genes have a high A/T content and are often poorly expressed in Arabidopsis due to aberrant post-transcriptional
processing. Therefore we have constructed a synthetic gene which has an elevated G/C content, and in which the DNA binding domain is fused
to the highly active and G/C-rich transcription activator domain of VP16. We have also synthesised an optimised

                                                                     Page 6
multimeric binding site for HAP1, and cloned this behind a GFP reporter (Marion Bauch & J.R., unpublished results). These elements have
been used for the construction of an enhancer trap vector, following the methods proven for the GAL4-based vector. We are in the process of
biologically testing this construction at present.




If this construction proves active, we will use this as the basis for a HAPI driven, extensin-GFP enhancer trap screen. If verification of the
HAPI vector is delayed for any reason, we will use the proven GAL4-based vector. The extensin-GFP reporter gene will be inserted into the
appropriate enhancer trap vector and used to generate transgenic Arabidopsis lines.
2. High throughput screen.
All necessary reagents and techniques for a new enhancer trap screen are in place. We have proven the feasibility of using: a cell wall GFP
marker, a transcription factor based enhancer trap screen, epifluorescence techniques for rapid screening and image documentation of primary
transformants,

                                                                     Page 7
confocal microscopy techniques for precise 3D visualisation of GFP expression patterns, and have generated hundreds of highly specific GFP
tagged Arabidopsis lines. At this point, the main limitation to using cell wall tagged lines for cell sorting or misexpression experiments, is the
new screen itself. From a practical point of view, this is the most important part of this proposal and is based upon our experiences with the
earlier GAL4-GFP screen.
For speed, I propose that we use an Arabidopsis root transformation based protocol for the generation of transgenic plantlets. In each
experiment, large numbers of transgenic calli can be regenerated over the course of a few weeks, induced to form shoots and roots, and directly
screened by epifluorescence microscopy for extensin-GFP expression in the developing meristems. GFP fluorescence can be seen from 4 days
after Agrobacterium inoculation, depending on the expression pattern. This ensures very rapid and obvious indication of the efficiency of each
transformation experiment. We will use a microplate based format for the growth and tracking of individual transformants. We routinely use
digital imaging techniques for archive and database construction, and this information can be easily shared with colleagues at Ceres.
The main goal of this screen is to rapidly generate lines that possess highly specific patterns of extensin-GFP expression for use as markers and
for cell sorting experiments. Ideally, we wish to collect lines where expression is limited or is absent from one or a few cell types (e.g. Fig 2). A
major advantage of screening primary transformants is that lines with no or broad expression patterns can be discarded or pooled, and more
interesting lines can be identified immediately. By concentrating our initial efforts in this way, we expect to screen at least 12,000 transformed
lines The alternative (perhaps complementary) approach would be to generate transgenic lines using an Agrobacterium -floral infiltration based
approach. However, this would require much more glasshouse space than we have available, and would not allow rapid prescreening for
extensin-GFP expression in primary transformants. I expect that the first batches of characterised seed could be sent to Ceres within 6 months
of starting the screen.
I am seeking funds to support two postdoctoral workers and one research technician to support this screen. The screen will require a large
amount of media preparation, basic microbial and plant tissue growth and glasshouse planting and seed collection, and the efforts of a full time
technician will be required to support the work. The postdoctoral workers will be responsible for the generation, screening, documentation and
amplification of the extensin-GFP expressing lines. The workers will have access to three confocal microscope systems and computers for 3D
reconstruction and detailed description of interesting lines. However, I have requested funds for a Leica MZ FLIII epifluorescence
stereomicroscope and computer for rapid screening and documentation of transgenic plantlets. Our current system, based on an aging inverted
epifluorescence microscope is already over taxed. In addition, I have included a request for an additional computer with CD-R writer to allow
storage and physical segregation of Ceres-related data. The consumables budget includes the cost of a large amount of plasticware, media,
computer and microscopy items and glasshouse supplies, including ara-cons for seed collection.

                                                                      Page 8
3. Screen for embryonic expression patterns.
The primary screen (described above) will result in the generation of over 12,000 transgenic plantlets, which will be screened for specific
patterns of extensin-GFP gene expression. On the basis of our first GAL4-GFP screen, I expect that over 1000 lines will show extensin-GFP
expression as plantlets, and 200-400 of these should maintain stable and limited patterns of expression as transgenic lines. All or as many as
possible that space allows of those plantlets that do not express the marker will be grown for seed collection. Ideally, we would like to rescue as
many of these 12,000 primary transformants as possible, and generate independent transformed lines. Lines which possess bright and specific
embryo and floral expression patterns often show little GFP expression as plantlets. Therefore a secondary screen is necessary for detection of
these interesting patterns.
We performed a secondary screen using pooled seed from our first GAL4-GFP experiments. This involved the microscope dissection of
flowers and siliques from hundreds of transgenic plants, and video documentation of fluorescence within dissected embryos and floral parts.
This was slow and tedious but allowed us to obtain a useful additional collection of GAL4-GFP expressing lines. However, use of the

                                                                     Page 9
cell-wall tethered GFP marker and recent technical developments promise radical improvements in this type of secondary screen.
The GFP-extensin marker is resistant to various clearing techniques that normally result in complete loss of the protein from tissues prepared
for microscopy. For example, the cell wall bound signal is retained after complete alcohol dehydration or glycerol infiltration. We are now
experimenting with various gentle clearing treatments that will allow deep optical sectioning and detailed 3D analysis of extensin-GFP marked
tissues. For example, embryos can be optically sectioned within ovules in benzyl alcohol: benzyl benzoate cleared intact siliques (Fig. 6). In
this case the clearing agent induces autofluorescence which would provide a useful counterstain. We are continuing to experiment with
different histological techniques, and I anticipate that a judicious choice of clearing agent (which doesn‘t adversely affect GFP fluorescence)
will allow the direct and highly precise observation of GFP-extensin expression deep within developing tissues. Clearing agents include benzyl
benzoate and glycerol based formulations. Of course, effective clearing of GFP labelled tissues will have profound implications for the speed
and precision of a screen for floral and embryo expression patterns.
With some part-time support from undergraduate labour, the large number of the non-expressing plantlets could be transferred to soil and
coaxed to set seed. Flowers and siliques corresponding to a range of developmental stages could be excised from the individual plants,
dehydrated, cleared and scored for extension-GFP expression by epifluorescence and confocal microscopy. In particular, it should be relatively
straightforward to document specific patterns of expression within embryos at different stages of development. Unfortunately, one major
impediment to a large scale secondary screen is the lack of high quality glasshouse space (suitable for transgenic plants) in the Department of
Plant Sciences, University of Cambridge. The Department has a number of ancient glasshouses and space for growth rooms, that are suitable
for upgrading or equipping, and I am raising funds for this. I have included a request for partial support of this necessary upgrading.




4. Sorting cell types and screening for gene expression patterns.
There is a compelling motivation for the screens described above. Tissues from transgenic Arabidopsis lines that contain specific patterns of
extensin-GFP expression can be treated with pectinase to liberate individual cell types. The fluorescent extensin-GFP tagged cell types may
then be incubated with anti-GFP antibody coated magnetic particles, and specifically fished out of the population of cells. The isolated cells can
be checked by fluorescence microscopy to ensure purity. If the cells are gently fixed (e.g formaldehyde treated) immediately before isolation,
then mRNA extracts will reflect the original

                                                                    Page 10
state of the cells. Extracted mRNAs can then be used for the construction of specific cDNA libraries or for scoring gene expression patterns
using various PCR-based or DNA chip technologies. The access to different cell types will only be limited by availability of an appropriate
extensin-GFP expressing line. Clearly, our aim will be to provide as near a complete collection of highly localised patterns as possible.
The same fishing technique will be useful for studying the protein components of specific cell types, for example using antibody assays or
fluorescent 20 gel display techniques. If one uses unfixed cells, it will be possible to assay biochemical activities. In addition, it may be
possible to use sequential selection for different epitopes, to isolate cellular subpopulations.
I anticipate that this part of the work will be carried out largely at Ceres. However, our own work involves mapping the functional and
positional relationships between cell types within the developing Arabidopsis root meristem. The root meristem is a highly dynamic network of
related cells, and the accurate mapping of changing patterns of gene expression will need to be correlated with the 3D arrangements of
particular cellular domains. In my view, 3D visualisation techniques, live imaging of gene expression and targeted misexpression will be
essential adjuncts to this effort. I think that we will be in a position to provide some of these extra elements. In return, we recognise the need to
understand the expression patterns of key regulators within the root meristem -both during normal development, and after selective genetic
perturbation. For example, we are selectively misexpressing certain homeodomain proteins in the root meristem, finding post-translational
regulation, and attempting to derive constitutively active variants. Cell sorting and DNA chip analysis of potential target genes would be an
immense help in decoding potential networks of interacting regulators.

Schedule of work.
We aim to generate and characterise more than 12,000 Arabidopsis HAPI -extensin-GFP enhancer trap lines over 3 years. This will be the most
extensive screen of its kind to date. We will use a combination of transformation techniques to generate these lines. First, tissue culture based
root transformation methods (A) allow rapid testing of vector efficiency and direct selection of fluorescent primary transformants in the early
stages of a screen. Second, floral dip transformation methods (B) allow simple scaling up of the process, with little requirement for experienced
personnel, allowing postdoctoral workers to concentrate on the analysis and documentation of the lines. The unique properties of the
extensin-GFP marker will aid these screens.
(i)    Individual primary transformants can be directly screened for expression during culture. This allows the use of rapid, high efficiency
       tissue culture methods, and minimises the need for amplification of subsequent generations by large scale glasshouse plantings.
       (Previous large scale screens, which used Agrobacterium infiltration and the GUS marker, have involved teams of up to a dozen
       workers and hundreds of square metres of glasshouse space over many years, simply to generate the transformed material).

(ii)   Cell-specific expression patterns can be immediately identified. Extensin-GFP provides a bright, insoluble fluor and tissue-specific
       expression can be precisely visualised and documented in live regenerated plantlets, and cleared floral and embryonic tissues, using
       epifluorescence and confocal microscopy.
Such an immediate screen allows the rapid establishment of Arabidopsis lines with highly selective patterns of HAPI -extensin-GFP
expression, within a single generation in the case of tissue culture based

                                                                      Page 11
transformation. Production of the Arabidopsis lines will involve (1) a series of transformation experiments, (2) microscopic imaging,
documentation and database construction, and (3) amplification of selected lines. Two postdoctoral workers and a technician will be employed
in the generation and cataloguing of the lines.

(A). Tissue culture tranformation method


              Suface sterilization of Arabidopsis seed (20 mg, ~1000 seed)

              addition to liquid media

2 weeks       Germination and growth of wild-type seedlings

              addition of 2,4 D to liquid media

3 days        Callus induction & root harvesting

              inoculation and transfer to CIM agar media in Petri dishes

2 days        Agrobacterium cocultivation (~10,000 explants)

              transfer to selective SIM agar media

4 weeks       Shoot induction (up to 1500 regenerated transformants)

              transfer to RIM agar media in 24-well dishes

2 weeks       Root induction (60 dishes)

1 day         Screen 1: root and shoot expression of extensin-GFP; document patterns by video fluorescence microscopy transfer to agar
              media in magenta boxes

4 weeks       Grow plantlets to maturity (1500 lines)

4 days        Screen 2: floral, ovule and embryonic expression of extensin-GFP. Collect flowers and siliques in (60) 24-well dishes,
              dehydrate, clear and document patterns by video fluorescence microscopy

2 weeks       Dry plants; collect and archive the seed.

(B). Floral dip tranformation method


               Planting of seed in glasshouse.

4-6 weeks      Infiltrate emerging floral bolts with Agrobacterium culture containing the mHAP1-extensinGFP enhancer trap vector.

4 weeks        Harvest transformed seed.

2 weeks        Dry seed

               Surface sterilise seed and transfer to petri dishes containing selective media

1 week         Score seedlings for presence of antibiotic resistance marker

1 day          Screen 1: root and shoot expression of extensin-GFP; document patterns by video fluorescence microscopy

               transfer transformed seedlings to soil

4 weeks        Grow plantlets to maturity
Page 12
4 days       Screen 2: floral, ovule and embryonic expression of extensin-GFP. Collect flowers and siliques in 24-well dishes, dehydrate,
             clear and document patterns by video fluorescence microscopy.

2 weeks      Dry plants; collect and archive the seed.

1. Generation of enhancer trap lines.
The time course of a typical transformation experiment is shown above. In this example, a single worker would expect to produce around 1,500
transformants in 4 months, with some technical support for the preparation of sterile media and growth vessels. There is considerable scope for
increasing the scale of individual transformation experiments, depending on coordination and enthusiasm of those involved, or the recruitment
of additional undergraduate labour. The application includes funds for a technician who will be required to prepare considerable quantities of
plant tissue culture media.
2. Documentation of gene expression patterns.
With each transformation experiment, there will be a need to document all expression patterns. About 15-25% of all lines will show some form
of extension-GFP expression, based on our experience with the GAL4-GFP screen. This documentation of the primary transformants is crucial,
and we have designed schemes to streamline the process as much as possible, using digital imaging and database techniques. In addition, those
lines which possess highly specific, bright and stable expression of the GFP marker will be examined in detail, using confocal 3D imaging
techniques to precisely map expression patterns.
Each cycle of transformation, screening and documentation of the lines and seed collection will take 6 months. It will be feasible to generate
2,500 — 3,500 transgenic Arabidopsis plants over a 6 month period, with the support of 2 post-doctoral workers and a technician. This will
allow the screening of 12,000 individual transformants over the 3 year time period of the grant.

Projected timetable
Cambridge

                                             6 months         12 months        18 months         24 months         30 months          36 months
Vector optimization
Plant transformation
Confocal 3D imaging
Database construction
Number of plantlets                            1,000             3,000            6,000             9,000            12,000
Establishment of lines                                           1,000            3,000             6,000             9,000             12,000

  Ceres

                                           6 months          12 months         18 months         24 months         30 months          36 months
Seed from Cambridge
Growth of lines
Cell isolation and microarray
  screening

                                                                     Page 13
Funding Request

                                                                         Year 1               Year 2               Year 3               total
Dr. Smita Kurup                                                       £ 28,099            £     30,350         £    32,722         £ 91,171
Post-doc 2                                                            £ 26,922            £     29,083         £    31,412         £ 87,417
Technician                                                            £ 18,000            £     19,205         £    20,076         £ 57,281
Overhead costs 1                                                      £ 51,115            £     55,047         £    58,947         £ 165,109
Glasshouse services 2                                                 £ 10,000            £     10,000         £    10,000         £ 30,000
Consumables                                                           £ 31,000            £     32,000         £    33,000         £ 96,000
Equipment 3                                                           £ 24,000                                                     £ 24,000
Glasshouse upgrade                                                    £ 20,000                                                     £ 20,000
Travel                                                                £   1,500           £   1,500            £   1,500           £   4,500
Total                                                                 £ 210,636           £ 177,185            £ 187,657           £ 575,478


1    Overhead costs are levied by the University of Cambridge at 70% of the salary costs. Salaries are calculated according to the University
     Salary Scale, and include a salary calculated for Dr. Smita Kurup who I am supporting at present; a postdoctoral worker of 30 years of
     age at start, and a technician starting at grade T4/05, with cost-of-living increments calculated at 3.5% per annum. Salaries include N.I.
     and U.S.S. subscriptions.

2    Glasshouse services includes funding for part-time undergraduate labour.

3    Equipment for primary screen.


Leica MZ FLIII epifluorescence stereomicroscope with integrating digital camera and image capture computer                          £ 20,000

Apple Macintosh G3 with additional 18 GB hard disk and CD-R writer and monitor.                                                     £     4,000
   Exhibit B
Research Budget
                  Exhibit C
Material Transfer Agreements TYPE A and TYPE B
                                                                                                                        [For Purpose of Article 7.7]


                                                   UNIVERSITY OF CAMBRIDGE
                                             MATERIALS TRANSFER AGREEMENT TYPE A
Biological Materials to which this Agreement applies:
and any related confidential information (―Information‖) and/or biological materials supplied in connection therewith by the University of
Cambridge (U of C), and any products that are replicated or obtained through use therefrom by Recipient (the ―Biological Materials‖).
We are pleased to provide Recipient with the Biological Materials and related Information from the laboratory of Dr. James Haseloff
(―Scientist‖) of U of C, subject to the following terms:
1.   Recipient agrees that the Biological Materials shall be used solely for noncommercial research purposes to:




hereinafter called ―Research‖. This work is to be conducted in the Recipient Scientist‘s Laboratories at the Institution identified below. The
Biological Materials and related Information will not be used for testing in or treatment of humans, and shall not be used, directly or indirectly,
for commercial purposes or on behalf of or to the benefit of any commercial entity or business.
2. The Biological Materials will not be distributed further to third parties for any purpose. In addition, Recipient shall obtain acceptance of the
terms of this Agreement of all persons under its direct control and supervision who have access to the Biological Materials and Information.
It is further understood by Recipient that any and all proprietary rights, including but not limited to patent rights, trademarks and proprietary
rights, in and to the Biological Materials and Information shall be and remain in U of C, subject to the rights granted herein and subject to any
rights that Ceres, Inc. may have.
3. Nothing in this Agreement grants any rights under any patents or in any know-how of U of C nor any rights to use the Biological Materials
and related Information or any product or process related thereto or obtained through use therefrom for profit-making or commercial purposes
such as, but not limited to, production, sale, screening or design.
4. U of C makes no representation that the use of the Biological Materials will not infringe any patent or other proprietary right of any third
party. The Biological Materials are provided only to Recipient and only for research purposes. Such materials are provided without warranty of
merchantability or fitness for a particular purpose or any other warranty, express or implied.
It is understood that U of C and its employees and agents have no liability in connection with such Biological Materials or their use.
5. In no event shall U of C be liable for any use of the Biological Materials and related Information by the Recipient. Ceres shall not be liable
for the Biological Materials and the related Information, or their use by Recipient.
6. This Agreement will terminate in twenty (20) years after its signature date.
7. This Agreement may not be assigned by Recipient without the prior written consent of the U of C.
8. This Agreement sets forth the entire agreement and understanding between the parties and cannot be changed or amended except by written
agreement executed by both parties.
9. This agreement shall be construed in accordance with English law.
The authorized signatures below verify agreement between the parties.


FOR THE UNIVERSITY of CAMBRIDGE

By    :                                                                                                   DATE:



          Richard C Jennings Ph.D.

          Director

          Wolfson Industrial Liaison Office

          University of Cambridge

          20 Trumpington Street, Cambridge CB2 1QA

By    :                                                                                                   DATE:


              SCIENTIST‘s SIGNATURE

FOR THE RECIPIENT:

[Insert Institution Name and Address]

By    :                                                                                                   DATE:
         Authorized Institutional Representative:

         Position:

By   :                                              DATE:


                RECIPIENT SCIENTIST‘s SIGNATURE
                                                                                                                        [For Purpose of Article 7.8]


                                                       UNIVERSITY OF CAMBRIDGE
                                             MATERIALS TRANSFER AGREEMENT TYPE B
Biological Materials to which this Agreement applies:
and any related confidential information (―Information‖) and/or biological materials supplied in connection therewith by the University of
Cambridge (U of C), and any products that are replicated or obtained through use therefrom by Recipient (the ―Biological Materials‖).
We are pleased to provide Recipient with the Biological Materials and related Information from the laboratory of Dr. James Haseloff
(―Scientist‖) of U of C, subject to the following terms:
1.   Recipient agrees that the Biological Materials shall be used solely for noncommercial research purposes to:




hereinafter called ―Research‖. This work is to be conducted in the Recipient Scientist‘s Laboratories at the Institution identified below. The
Biological Materials and related Information will not be used for testing in or treatment of humans, and shall not be used, directly or indirectly,
for commercial purposes or on behalf of or to the benefit of any commercial entity or business.
2. The Biological Materials will not be distributed further to third parties for any purpose. In addition, Recipient shall obtain acceptance of the
terms of this Agreement of all persons under its direct control and supervision who have access to the Biological Materials and Information.
It is further understood by Recipient that any and all proprietary rights, including but not limited to patent rights, trademarks and proprietary
rights, in and to the Biological Materials and Information shall be and remain in U of C, subject to the rights granted herein and subject to any
rights that Ceres, Inc. may have.
3. Nothing in this Agreement grants any rights under any patents or in any know-how of U of C nor any rights to use the Biological Materials
and related Information or any product or process related thereto or obtained through use therefrom for profit-making or commercial purposes
such as, but not limited to, production, sale, screening or design.
4. U of C makes no representation that the use of the Biological Materials will not infringe any patent or other proprietary right of any third
party. The Biological Materials are provided only to Recipient and only for research purposes. Such materials are provided without warranty of
merchantability or fitness for a particular purpose or any other warranty, express or implied. It is understood that U of C and its employees and
agents have no liability in connection with such Biological Materials or their use.
5. Thirty (30) days before their submission, Recipient shall provide to U of C copies of all posters, abstracts and publication manuscripts
describing data obtained under the Research. U of C will promptly disclose these posters, abstracts and publication manuscripts to Ceres in
confidence for the purposes of Ceres initiating a dialog with the Recipient to explore opportunities for collaboration.
6. Confidentiality. Recipient agrees to hold in strictest confidence the Biological Materials, the nature of the Biological Materials and
Information being used except for information which:
  a. is included in publications of results of the Research which are made in accordance with the term of this Agreement; or
  b. was lawfully in Recipient‘s possession or control prior to the date of disclosure; or
  c. was in the public domain or enters into the public domain through no improper act on Recipient‘s part or on the part of any of Recipient‘s
  employees; or
  d. is rightfully given to Recipient from sources independent of U of C; or
  e. was independently developed by employees of the Recipient without knowledge of the Information provided by U of C, as demonstrated
  with written records; or
  f. must be disclosed for minimum lawful compliance with court orders, regulations and statutes.
7. In no event shall U of C be liable for any use of the Biological Materials and related Information by the Recipient. Ceres shall not be liable
for the Biological Materials and the related Information, or their use by Recipient.
8. This Agreement will terminate when the Biological Materials become generally available to third parties through an M.T.A. Type A
(enclosed herewith as Exhibit), and such M.T. A. Type A will substitute the present M.T.A. Type B.
9. This Agreement may not be assigned by Recipient without the prior written consent of the U of C.
10. This Agreement sets forth the entire agreement and understanding between the parties and cannot be changed or amended except by written
agreement executed by both parties.
11. This agreement shall be construed in accordance with English law.
The authorized signatures below verify agreement between the parties.


FOR THE UNIVERSITY of CAMBRIDGE

By    :                                                                        DATE:



            Richard C Jennings Ph.D.

            Director

            Wolfson Industrial Liaison Office

            University of Cambridge

            20 Trumpington Street, Cambridge CB2 1QA

By    :                                                                        DATE:


                SCIENTIST‘s SIGNATURE

FOR THE RECIPIENT:

[Insert Institution Name and Address]

By    :                                                                        DATE:

          Authorized Institutional Representative:

          Position:

By    :                                                                        DATE:


          RECIPIENT SCIENTIST‘s SIGNATURE
                           Exhibit D
List of Patent Rights related to University Background Technology
                                            Exhibit E
                               List of Collaborators of Dr. Haseloff
Dr. Frederic Berger
RCAP/INRA
Ecole Normale Superior Lyon
46 Allee d‘Italie
Lyon
France
Dr. Susan Bougourd
Department of Biology
University of York
York
United Kingdom
Dr Alex Webb
Department of Plant Sciences
University of Cambridge
Downing Street
Cambridge CB2 3EA
United Kingdom
Dr. Mark Tester
Department of Plant Sciences
University of Cambridge
Downing Street
Cambridge CB2 3EA
United Kingdom
Dr. Scott Poethig
Department of Biology
University of Pennsylvania
415 S. University Avenue
Philadelphia, PA 19104-6018
USA
                                                                                                                       Draft: October 17, 2001


                                                             Stricly Confidential
                                                                 Amendment I
      Effective as of October 1, 2001 (the Amendment I Effective Date)
to the Sponsored Research Agreement between The Chancellor, Masters and Scholars of the University of Cambridge (―University‖) and
Ceres, Inc. (―Ceres‖) of June 1, 2000 (the ―Agreement‖).
WHEREAS certain Technology was developed at Ceres that may be useful for the Research Project;
WHEREAS the parties wish to expand the Research Project in order to include certain activities based on such Technology;
NOW THERFORE, the Parties agree as follows:
    1.   Section 1.2. of the Agreement — definition of ―Background Technology‖ shall be amended by adding at the end of the present text:
                 ―. . .Exhibit D. In addition, Ceres Background Technology shall include Technologies relating to recombinant transmembrane
                 proteins as defined in Exhibit I to Amendment I to this Agreement, developed prior to the Amendment I Effective Date.‖
    2.   A new paragraph is inserted between the first and the second paragraph of Section 4 in the Chapter ―Proposal‖ in Exhibit A to the
         Agreement, the text of which paragraph is set forth in Exhibit I to this Amendment I. This addition to the Research Project is referred
         to hereinafter, when distinguished from the remainder of the Research Project, as Addition to Research Project.
    3.   A new Section is added to the Chapter Funding request in Exhibit A to the Agreement, the text of which is set forth in Exhibit I to this
         Amendment I.
    4.   For the avoidance of doubt, any results arising from work performed by University with the Ceres Background Technology referred
         to in Exhibit I to this Amendment I shall be deemed to be Project Technology.

                                                                   Page 1 of 4
                                                                                                                            Draft: October 17, 2001


                                                                 Stricly Confidential
         5.    In Section 7.6 on Publication and Patentability, the following clauses shall be added at the end:
                   7.6.1.      Notwithstanding the above, any student of the University working on the Addition to the Research Project
                               (Student) may include some or all of the results acquired during the work on the Addition to the Research Project in
                               a thesis submitted for a degree of the University. The thesis shall be examined by examiners appointed by the
                               University and a successful thesis deposited in the University library in accordance with University Regulations.
                               The Student shall, on request of Ceres, request that access to the thesis be restricted initially for two (2) years and
                               then for a period of up to five (5) years, for one year at a time. This request by Ceres shall not be unreasonably
                               denied by the University.

                   7.6.2       The examiners of the thesis will examine the thesis in confidence according to University regulations, but Ceres
                               may, at its discretion, request that the examiners agree in writing to be bound by the terms of confidentiality as set
                               out in Sections 7.4 and 7.6 of the Agreement.
         6.    For the remainder, the Agreement shall be unchanged and continue in full force and effect, and this Amendment shall constitute
               an integral part thereof.
IN WITNESS WHEREOF the respective Parties hereto have executed this Amendment I by their duly authorized officers as of the Amendment
I Effective Date.


THE UNIVERSITY OF CAMBRIDGE                                                   CERES, INC.

By:                                                                           By:         /s/ MARK VAECK
                                                                                          Mark Vaeck
Title:        Director of Research Services                                   Title:      Chief Operating Officer

By:           /s/ JAMES HASELOFF                                              By:         /s/ RICHARD FLAVELL
              James Haseloff                                                              Richard Flavell, CBE, FRS
Title:        Lecturer                                                        Title:      Chief Scientific Officer

                                                                       Page 2 of 4
                                                                                                                        Draft: October 17, 2001


                                                              Stricly Confidential
                                                                     Exhibit I
                to Amendment I to the Sponsored Research Agreement
1.   Certain Ceres Background Technology : Recombinant transmembrane proteins.

     There are a range of other opportunities for cell sorting in addition to using cell wall-insolubilized GFP-extensin. Protoplasts can be
     isolated from a variety of tissues in Arabidopsis and many other plant species, and it might be possible to use ligands exposed at and
     attached to the surface of the plasma membrane for sorting. One possibilty is to explore GFP-tagged proteins arising from random gene
     fusion that localize to the plasma membrane, such as the PIP fusion from the Carnegie Institute. Another possibility is to engineer
     transmembrane proteins such as receptor kinases or other proteins with secretion signals and hydrophobic domains such that they carry a
     fluorescing protein such as GFP to the cytosolic face of the membrane, and a ligand such as an antigen to the extracellular face.
     Protoplasts prepared from tissues carrying a bifunctional protein such as this could allow sorting of protoplasts visualized by fluorescence.
     A recombinant receptor kinase and a recombinant permease have already been assembled at Ceres, and these could form the basis of these
     experiments.

2.   Proposal: New text to be included as paragraph 2 of Section 4

     Two recombinant transmembrane proteins — a receptor kinase and a permease - have also been generated at Ceres, and both have been
     introduced into plants. To explore the potential of these proteins for protoplast sorting, we will use confocal microscopy to see if these
     recombinant proteins carry GFP to the inner face of the plasma membane. If either of them do, we will use anti-FLAG antibody to see if
     they also deliver FLAG epitopes to the other face. This can be done by immunofluorescence on sectioned material or protoplasting and
     addition of anti-FLAG antibody carrying small beads. Proteins that provide GFP and FLAG to opposite surfaces of the plasma membranes
     will be expressed in Hap1-activation lines, the cells and tissue so identified being targets for confocal imaging and cell sorting.
     Fluorescing protoplasts can be sorted from nonfluorescing protoplasts by applying magnetic beads to the extracellular ligands. These
     magnetic beads will be applied as antibody conjugates or other kinds of conjugates. Scientists at Ceres have direct experience with
     magnetic separation procedures and can help with the sorting.

     In case the Ceres Background Technology referred to in Exhibit I to Amendment I to the Agreement does not work correctly, a set of
     transmembrane proteins will be engineered such that GFPs are added to the exposed cytosolic domains and FLAG, histidine or c-myc tags
     added to the extracellular domains. This can be in

                                                                     Page 3 of 4
                                                                                                                             Draft: October 17, 2001


                                                               Stricly Confidential
     a systematic way, so that all the receptor kinases, for example, in the Arabidopsis genome are processed for cell sorting applications.
     When expressed in plants,

     these recombinant proteins will also allow visualization of cells that are also marked by extracellular tags.

3.   Funding request : addition

                                                                                                                        Year 1
                                                                                                                      October 1,
                                                                                                                       2001 to
                                                                                                                      September
                                                                                                                       30, 2002            Total
Graduate Student                                                                                                     £ 28,000            £ 28,000

                                                                    Page 4 of 4
Miss Helen Atkinson
Contracts Manager


Richard Flavell



Chief Scientific Officer
Ceres Inc
3007 Malibu Canyon Road                                                                                 Research Services Division
Malibu
CA 90265
USA

22 May 2003                                                                                               When replying please quote: RG31274
Dear Mr Flavell,


                                              Studentship for Alex Navid — Continuation to PhD
                                                 ‗Decoding gene expression and plant cell fate‘
I am writing with reference to your correspondence with Alex Navid and Professor Haseloff of October 2002, in which you state that you are
willing to provide $40,000 funding per year for 2003 and 2004, for the continuation of Alex Navid‘s research.
In order that this additional funding can be activated on our system, I would be grateful if you could confirm that you are willing for the end
date of the original contract to be extended in order to cover the renewed time period for Alex Navid‘s funding. If this acceptable to you please
could you sign and return the duplicate of this letter, which shall be taken as your agreement that the duration of the Sponsored Research
Agreement shall be extended to 31 st December 2004.
May I take this opportunity to thank you for sponsoring this research and for the additional funding for Alex Navid.
If you have any questions relating to this, please do not hesitate to contact me.
Best Regards,


/s/ HELEN ATKINSON
Helen Atkinson



I agree to extension of the Sponsored Research Agreement between The University of Cambridge and Ceres, Inc. as outlined above.


Signed: /s/ RICHARD FLAVELL                                Date: June 4, 2003

Title: CSO


                                                           16 Mill Lane
                                                           Cambridge
                                                           CB2 1SB

                                                           Telephone: 01223 765056
                                                           Fax: 01223 332988
                                                           E-mail: helen.atkinson@rsd.cam.ac.uk
                                                                                                                                Exhibit 10.12
Pages where confidential treatment has been requested are stamped ‗Confidential Treatment Requested and the Redacted Material has been
separately filed with the Commission,‘ and the confidential section has been marked as follows: [***].


                                                SPONSORED RESEARCH AGREEMENT
                                                                between
                                                               Ceres, Inc.
                                                                   and
                                                The Texas Agricultural Experiment Station
                                                  of The Texas A&M University System
   This agreement (―Agreement‖) is made and entered into by and between Ceres, Inc., a corporation with principal offices in Thousand Oaks,
California, a Delaware corporation (―CERES‖) and The Texas Agricultural Experiment Station (―TAES‖) with principal offices in College
Station, Texas, a member of The Texas A&M University System (―TAMUS‖), an agency of the State of Texas, collectively referred to as
―Parties‖ and individually as ―Party.‖


                                                               WITNESSETH:
WHEREAS, TAES and CERES have in common the desire to encourage and facilitate the discovery, dissemination and application of new
knowledge, and CERES desires to support said research;
WHEREAS, the Parties desire to improve germplasm, develop lines and hybrids of sorghum and its interbreeding species and develop DNA
markers and marker platform technology to advance the development of biomass/bioenergy crops;
WHEREAS, the Parties have agreed on guidelines setting forth how CERES and TAES will cooperate to make the benefits of such crops
available to the public.
NOW THEREFORE, in consideration of the mutual covenants and premises contained in this Agreement, the receipt and sufficiency of which
is acknowledged, the Parties agree as follows:

Article 1. Scope and Management of Work
A. TAES agrees to perform the work set forth in Appendix A (the ―Program‖) entitled ―Crop Development Using Marker-Assisted Breeding.‖
Any additional work not specifically identified in the scope of work statement, but which is indicated during the course of the study shall be
separately negotiated and funded for the appropriate amounts to be agreed upon by CERES and TAES.
B. The work will be under the direction of TAES‘ principal investigators, Prof. William Rooney and Prof. John Mullet (each a ―Principal
Investigator‖). No substitution may be made for TAES‘ principal investigator without the prior written concurrence of CERES.
C. A committee of four members (the ―Management Committee‖) will oversee the

                                                                 Page 1 of 45
implementation of the Program. Two members will be nominated by each Party to serve on the Management Committee.
D. The Management Committee will be a forum for communication and exchange of information regarding the implementation of the Program.
It shall have no authority to make any modifications to this Agreement, but may formulate recommendations to change the Program or to take
advantage of additional funding opportunities and present such recommendations to CERES and TAES for consideration. TAES agrees to
permit CERES representatives to confer as necessary with Principal Investigators. It is understood and agreed that the Management Committee
and CERES representatives have no authority to supervise, direct or control the work performed hereunder.
E. Recommendations of the Management Committee shall be made by unanimous agreement and recorded in a manner prescribed by the
Management Committee as a true record of the recommendations. If the Management Committee cannot come to a unanimous agreement on
any matter then the Management Committee shall make no recommendation on that matter.
F. TAES‘ contact for administrative matters relating to the work performed hereunder is:
    Diane Gilliland
    Agriculture Program Contracts & Grants
    2147 TAMU
    College Station, TX 77843-2147
    d-gilliland@tamu.edu
    Phone: (979) 845-4761
    Fax: (979) 862-7775
    Physical Address:
    3000 Briarcrest Dr. Suite 101
    Bryan, TX 77802
G. Each Party will require any and all of its employees and researchers who will perform Program activities to sign a statement stating that they
have read and understand the obligations of TAES under Article 11 (Confidentiality) and Article 15 (Materials). TAES affirms that, as per The
Texas A&M University System Policy 17.01, Subsection 2.2.1, intellectual property conceived or developed with support from the System or
any of its members in the form of administered funds shall be owned by the System, and that the funding received from CERES will constitute
such administered funds under such policy.
H. Each Party will conduct Program activities exclusively in laboratories, greenhouses or fields under full control of or owned by that Party.
Each Party will take all reasonable precautions to prevent damage to, or unintentional destruction of or release of any germplasm created in the
Program.

                                                                  Page 2 of 45
I. Each Party will strictly comply, and use its best efforts to cause its employees and researchers conducting Program activities to comply, with
notebook and breeding book keeping policies of the highest standards as applicable in the field. Each Party will record and keep all field
evaluation, composition and marker data in user-friendly electronic database format.
J. Each Party shall be responsible for its compliance with all applicable laws, rules and regulations, including, without limitation, those relating
to genetically modified organisms (to the extent the Program involves such organisms), and for obtaining any and all permits or authorizations
or proceed to any notifications which may be required by such laws, rules and regulations.
K. When contributing sorghum germplasm for Program activities, the contributing Party will verify what the origin of the material is and
inform the other Party in writing from whom/where and approximately on what date such Party initially obtained such germplasm. If the
germplasm contributed is governed by the Convention on Biological Diversity (―CBD‖), the contributing Party will be responsible for
obtaining all necessary authorizations to commercialize any progeny of such material under defined financial terms and conditions, and neither
Party will use any germplasm in the Program for which the preceding condition is not satisfied. Further, each Party shall only contribute
germplasm to the Program for which such Party has breeding rights with the right to commercialize the progeny.
L. Any subcontracting of Program activities to a third party by TAES will be subject to CERES‘ prior written approval which will not be
unreasonably withheld.
M. TAES agrees not to conduct Germplasm Improvement (as defined in Article 8.A.2) under a funding or collaboration agreement which
grants rights to any person or entity other than CERES in Biomass/Bioenergy Sorghum (as defined in Article 8.A.2) during the term of this
Agreement.

Article 2. Period of Performance
The period of performance for this Agreement shall begin on September 3, 2007, and shall end on September 2, 2012 (―Program Term‖). This
period may be extended by mutual agreement of the Parties in writing.

Article 3. Consideration and Payment
A. CERES agrees to pay for the direct and indirect cost of work of this Agreement to a maximum amount of four million three hundred ninety
three thousand one hundred fifty eight dollars ($4,393,158) as described in the budget and attached as Appendix B . Twenty payments in the
amount of $193,157.90 shall be made quarterly with the first payment being due and payable within thirty (30) days of execution of this
Agreement. In addition to the quarterly payments, CERES agrees to pay $470,000.00 within thirty

                                                                    Page 3 of 45
(30) days of execution of this Agreement and $60,000.00 upon the first anniversary of this Agreement for the purchase of equipment as
described in Appendix B . TAES will invoice CERES when the payments become due. All payments to TAES under this Agreement shall be
made payable to The Texas Agricultural Experiment Station and forwarded to the address designated in Article 5.
B. TAES will expend these funds as needed for labor, equipment, travel, and other operating costs in connection with the research. The
unexpended balance or any unused supplies remaining at the completion of the project shall remain the sole property of TAES. The Parties
agree that unexpended funds will be used to extend the term and/or scope of the Program and that they shall amend this Agreement
accordingly. Title to all equipment purchased under this Agreement shall vest with TAES upon acquisition.
C. If, at any time, TAES has reason to believe that the cost of the work will exceed the amount set forth in Article 3.A, TAES will notify
CERES in writing, giving a revised budget for completion of the work. CERES will not be obligated to reimburse TAES for any cost in excess
of the amount set forth in Article 3.A, and, subject to diligent performance of the Program activities, TAES will not be obligated to continue the
work or incur costs in excess of that amount unless and until this Agreement is amended to increase the maximum amount.
D. CERES and TAES may jointly seek additional funding opportunities from Federal and State funding sources in support of the Program or in
support of expansion of the Program. Where accepting funds from such additional sources would conflict with the obligations of TAES to
CERES, such acceptance of funds will be contingent upon the approval and subsequent amendment of the Agreement by the Parties.

Article 4. Exchange of Information, Data and Germplasm
The Parties intend to reasonably share all information and data that they develop during the course and for the purpose of the Program. At its
sole discretion, CERES may designate information and data that it develops and shares with TAES as CERES Confidential Information and
such Confidential Information shall be subject to the terms of Article 11. The Management Committee will meet at least quarterly with
additional meetings as mutually agreed upon and exchange information and data regarding the implementation of the Program. At least one
(1) week before each Management Committee meeting, each Party will provide the other Party with a report on the Program activities
performed since the last Management Committee meeting. A preferred format for such reports will be created by the Management Committee.
Such reports will contain at least the following:
    —    quarterly status update and FTE breakout;
    —    actual spending relative to budget;
    —    description of Subject Inventions and germplasm generated during the period; and
    —    copies of slide presentations summarizing research progress.

                                                                   Page 4 of 45
Additional information, if not specifically included in the reports, shall be delivered as supporting information at the related quarterly meeting,
if available:
    —     breeding records;
    —     copies of field or greenhouse books and records; and
    —     copies of raw field trial data.
TAES shall supply samples of germplasm and Lines developed in the course of the Program activities upon request by CERES. Further, the
following procedure will be followed for release of Lines. ―Release Date‖ means the date that a Line developed, tested and evaluated pursuant
to the terms of this Agreement is ready for release for commercialization, wherein upon such decision, such variety will be formally released by
TAES (if owned by TAES) or CERES and TAES jointly (if jointly owned). CERES, on advice of the breeder(s) of each Line, shall establish, in
its sole discretion, an appropriate Release Date for such Lines. The Parties agree that the development of new Lines will not always result in
Lines that are commercially acceptable or releasable.

Article 5. Notices
Formal notices provided under this Agreement must be in writing and delivered by (i) certified mail, return receipt requested; (ii) hand
delivered; (iii) facsimile with receipt of a successful transmission confirmation; (iv) email; or (v) delivery by a reputable overnight courier
service (in the case of delivery by facsimile or email the notice must be followed immediately by a copy of the notice being delivered by a
means provided in (i), (ii), or (v)). The notice will be deemed given on the day the notice is received. In the case of notice by facsimile or
email, the notice is deemed received at the local time of the receiving machine, and if not received, then the date the follow-up copy is
received. Notices must be delivered to the following addresses or at such other addresses as may be later designated in writing.


           TAES:          Diane Gilliland
                          Agriculture Program Contracts & Grants
                          2147 TAMU
                          College Station, TX 77843-2147
                          d-gilliland@tamu.edu
                          Phone: (979) 845-4761
                          Fax: (979) 862-7775

                          Physical Address:
                          3000 Briarcrest Dr. Suite 101
                          Bryan, TX 77802

           CERES:         Director of Business Development
                          cc: Legal Department
                          Ceres, Inc.
                          1535 Rancho Conejo Blvd.

                                                                    Page 5 of 45
                          Thousand Oaks, CA 91320
                          Phone: (805) 376-6500
                          Fax: (805) 376-6549

Article 6. Independent Contractor
A. It is expressly understood and agreed that TAES is an independent contractor in the performance of the research and is not acting as a
partner, joint venturer, or agent of CERES under this Agreement. The employees, researchers, officers, or agents of TAES or TAMUS shall not
be considered or deemed to be employees, researchers, officers, or agents of CERES. TAES shall have exclusive direction and control over the
manner and method of carrying out the tasks for accomplishing the research to be performed pursuant to this Agreement, CERES being
interested only in the completed performance of the research contemplated.
B. Neither Party is authorized or empowered to act as an agent for the other for any purpose and shall not on behalf of the other enter into any
contract, warranty, or representation as to any matter. Neither shall be bound by the acts or conduct of the other.

Article 7. Publicity
A. CERES shall not indicate, directly or indirectly, any endorsement by TAMUS, TAES, or any component institution or agency of TAMUS,
of any products or services of CERES for any reason whatsoever, without obtaining the express, prior written consent of TAMUS. CERES
shall not use the name of TAMUS, TAES, or any component institution or agency of TAMUS, nor the names of any of their employees or
researchers nor any adaptation in any advertising, promotional or sales literature to be disseminated to the public without prior written consent
obtained from TAMUS in each case.
B. Notwithstanding any provision of this Article, either of the Parties can disclose or otherwise acknowledge, without restriction, the existence
of this Agreement as well as the collaborative relationship between the Parties without the prior consent of the other Party. Notwithstanding the
unilateral disclosure rights provided for in this Article, if the disclosure or acknowledgement takes the form of a written release by the
disclosing Party, the disclosing Party shall provide the other Party a copy of any such unilateral disclosure prior to its release so as to allow the
other Party to comment and shall take such comments reasonably into account. However, no advance copy needs to be provided of any releases
referred to in Article 7.C. or of any releases which are identical to previous releases.
C. The Parties may issue joint press releases regarding their collaboration. Any such press release and any press release by either Party will be
subject to the prior written approval of both Parties; provided however, that (i) CERES shall have the right to otherwise disclose information as
may be required in CERES‘ judgment to comply with SEC or IRS regulations or other laws, rules or regulations governing disclosure of
information or to (potential) investors or business partners and (ii) TAES shall have the

                                                                    Page 6 of 45
right to otherwise disclose information as may be required in TAES‘ judgment to comply with laws, rules or regulations governing disclosure
of information. Notwithstanding the unilateral disclosure rights provided for in this Article, the disclosing Party shall provide the other Party a
copy of any such unilateral disclosure preferably prior to its release.

Article 8. Intellectual Property
A. General
(1) Except for grants of copyright, all grants of intellectual property rights as set forth in this Article 8 will be made through the instrument of
license agreement substantially in the forms included in the Intellectual Property Rights Agreement (―IPRA‖) of even date herewith between
TAMUS and CERES.
(2) All grants of intellectual property rights as set forth in this Article 8 will be subject to TAES reservation of an irrevocable, nonexclusive,
royalty-free right to use or practice the intellectual property for research and educational purposes only and for the conduct of third party
sponsored research; subject, however, to compliance with the Guidelines for Future Collaborative Opportunities which both Parties agree to
comply with and which are included in the IPRA. This reservation excludes Lines developed by CERES or other intellectual property rights of
CERES. TAES agrees that such sponsored research will not grant to third party sponsors any rights already granted to CERES, and that such
third party sponsors will be notified of TAES‘ use of Subject Inventions and Lines which are licensed or optioned to CERES. Further, TAES
agrees that germplasm developed using Lines will only be released or made available to third parties for commercialization or Germplasm
Improvement when (i) such germplasm is less than five percent (5%) identical to any of the Lines under exclusive option or exclusive license
to CERES based on DNA Marker Analysis, (ii) contains no specific Allele(s) optioned or exclusively licensed to CERES to which a Line‘s
specific valuable phenotype is attributable and (iii) contains no Subject Inventions optioned or exclusively licensed to CERES, or other CERES
proprietary technology. The foregoing provisions do not limit and are subject to Article 1.M hereof. ―Germplasm Improvement‖ shall mean any
activities to improve sorghum to produce Biomass/Bioenergy Sorghum, including without limitation selection, breeding, marker development
or marker assisted breeding or transgenic improvement. ―Biomass/Bioenergy Sorghum‖ shall mean sorghum which has been bred for the
purpose of conversion to fuels or energy, including but not limited, bred to produce higher biomass yields, higher yields of cellulose, higher
yields of sugar , other improved composition, improved agronomics, improved net energy balance, improved energy density or which has been
bred to make its cellulose or sugars more available to conversion or more efficiently converted. Biomass/Bioenergy Sorghum shall not include
(i) sorghum which has been improved through breeding for increased starch yields, including but not limited to grain sorghums, even where
such sorghum must necessarily produce increased yields of sugar to achieve increased starch content or (ii) sorghum which has been improved
through breeding for a purpose that does not include conversion to fuels or energy, including but not limited to the purposes of sugar

                                                                     Page 7 of 45
production, silage, forage, grain or other traditional uses for sorghum. TAES will notify CERES in advance in writing of any contemplated
projects under (i) or (ii) which would result in the grant of rights by TAES or TAMUS to a for-profit party, and at CERES‘ request discuss such
project with CERES, subject to any applicable confidentiality provisions, ―DNA Marker Analysis‖ shall mean a comparison according to a
mutually agreed process based on a mutually agreed set of approximately one hundred (100) markers. The Management Committee will define
DNA Marker Analysis within two (2) years of the latest signature date of this Agreement.
(3) The Parties shall consult as soon as possible but in any case within twenty (20) days of receiving an Invention Notice. Such consultation
shall concern whether to proceed to obtain intellectual property protection on disclosed CERES Inventions, TAES Inventions and/or Joint
Inventions or whether to protect the same through other methods. (All such terms are as defined hereinafter in Article 8 C.(1).)
Each Party shall be responsible for securing intellectual property protection for its own Subject Inventions. CERES shall have the first option to
pursue protection of Joint Inventions, and any protection of Lines which are jointly owned, in the joint names of both Parties. If CERES so
elects by written notice within sixty (60) days of such initial consultation or with respect to Lines, at any time but before ninety (90) days after
the end of the period set forth in Article 2, CERES shall be the ―Administering Party‖ for the purposes of this Agreement. If CERES does not
so elect, TAES shall be the Administering Party for the purposes of this Agreement.
TAES may, at its sole discretion, make a written request that CERES be the Administering Party for certain TAES Inventions or other Subject
Inventions for which it is the Administering Party. Should CERES agree, it shall provide notice of its agreement in writing and shall be the
Administering Party for such Inventions.
The Administering Party shall be responsible for retaining counsel, overseeing the process of securing intellectual property protection (i.e., the
preparation, filing and prosecution of patent or plant variety rights application(s)) and maintaining intellectual property protection for the
mutual benefit of the Parties, in its best judgment, for that which it had prosecution responsibility. In addition to other reporting responsibilities
provided below, the Administering Party shall promptly notify the other Party following retention of counsel. The Parties will provide, and
cause their respective employees, researchers and agents to provide, all reasonable assistance which may be required in connection with the
filing and prosecution of such intellectual property rights, including without limitation the signing of documents.
The Administering Party shall keep the non-administering Party advised as to all developments with respect to all patent and plant variety
rights application(s) and issued patents and plant variety rights covering TAES owned or jointly owned Subject Inventions or TAES owned or
jointly owned Lines, which includes supplying copies of all papers received and filed in connection with such applications and patents in
sufficient time for the non-administering Party to comment thereon. Any decision which would

                                                                     Page 8 of 45
result in a change of legal inventorship or ownership of a patent, patent application or plant variety rights certificate shall not be taken by an
Administering Party unless it has first received authorization in writing from the non-administering Party, provided that the Parties shall
comply with U.S. law on inventorship.
CERES agrees to bear all legal expenses incurred by CERES as an Administering Party in obtaining and maintaining patents and plant variety
rights, U.S. and foreign, covering Subject Inventions and Lines.
B. Copyright
(1) Title . Title to and the right to determine the disposition of any copyrights or copyrightable material first produced or composed in the
performance of the Program by TAES employees and/or researchers only shall remain with TAES. Title to and the right to determine the
disposition of any copyrights or copyrightable material first produced or composed in the performance of the Program by CERES employees
only shall remain with CERES. Title to and the right to determine the disposition of any copyrights or copyrightable material first produced or
composed in the performance of the Program by employees and/or researchers of both TAES and CERES shall remain with TAES and CERES.
(2) License to Copyrightable Materials (excluding software) . TAES grants to CERES an irrevocable, royalty-free, non-transferable,
non-exclusive right and license in TAES‘ rights in any copyrightable materials (technical data, reports, etc.) first developed in the performance
of the Program to use, reproduce, display and perform (to the extent not prohibited by applicable law). Such grant excludes rights in computer
software (including both source and executable code) first developed under this Agreement, its documentation, and/or information databases
(―Software‖).
(3) First Right to Negotiate for Commercial License . Additionally, TAES grants to CERES a time-limited first right to negotiate a
non-exclusive or exclusive, at CERES‘ election, commercial license (i) to use, reproduce, display, and perform Software for commercial
purposes, and to distribute and/or sublicense such Software to third parties. CERES shall advise TAES in writing within ninety (90) days
following delivery of such Software to CERES whether or not CERES elects to negotiate a license agreement to obtain commercial rights to
such Software. In the event that CERES elects to negotiate for a commercial license to such Software, the Parties shall initiate negotiation of
such license agreement, such negotiations not to extend beyond one hundred eighty (180) days from notice of election without the mutual
consent of both Parties. Such license shall be negotiated in good faith between the Parties, and shall contain reasonable business terms common
to CERES‘ field of commercial interest and proposed application. If the Parties fail to reach agreement within one hundred eighty (180) days
after the start of such negotiations which shall be evidenced by written notice from one Party to the other initiating such negotiations, the terms
and conditions of the license on which no agreement was reached shall be settled in accordance with the following procedures: the disputed
contract terms shall be referred to a mutually agreed impartial expert whose

                                                                     Page 9 of 45
decision shall be final. Each Party shall submit to the expert within fifteen (15) days of his appointment its position in writing on the disputed
contract terms and conditions. Such expert shall be limited to choosing one of such two (2) party positions on each of the contract terms and
conditions or related group of contract terms and conditions that the expert considers most reasonable in the circumstances and shall not make
any other determination. Neither Party shall be bound by any determination by the expert which, in the opinion of Party‘s counsel, will result or
be likely to result in that Party violating any applicable law or regulation.
C. Patentable Inventions
(1) Inventorship and Title . Inventorship of inventions, developments, or discoveries first conceived or actually reduced to practice in the
performance of the Program (―Subject Inventions‖) shall be determined in accordance with U.S. Patent Law, whether or not patent applications
are pursued. All rights to Subject Inventions invented solely by employees or researchers of TAES shall belong solely to TAES (―TAES
Inventions‖). All rights to Subject Inventions invented solely by employees of CERES shall belong solely to CERES (―CERES Inventions‖).
All rights to Subject Inventions invented jointly by employees or researchers of TAES and employees of CERES (―Joint Inventions‖) shall
belong jointly to TAES and CERES. In the event that a Party uses a mapping population provided by the other Party to discover a marker or
Allele, such marker or Allele shall be a Joint Invention, provided however, that such mapping population is only available to third parties
subject to the same condition that the resulting discoveries of markers or Alleles shall be jointly owned by TAES and such third party. TAES
will notify CERES, in a writing stating expressly that it is an invention notice under this Agreement (―Invention Notice‖), within thirty
(30) days of reduction to practice or knowledge of conception or discovery of a Subject Invention solely invented by employees and/or
researchers of TAES, or of a Joint Invention, and each Invention Notice will describe the Subject Invention with sufficient specificity to allow
assessment by the other Party.
(2) Option to Obtain a Commercial License . TAES grants to CERES a time-limited option to obtain an exclusive world-wide commercial
license in TAES‘ rights in Subject Inventions, with the right to grant sublicenses, as set forth in the IPRA.
(3) Exercise of Option to a Commercial License . TAES shall promptly disclose to CERES any Subject Invention pursuant to an Invention
Notice. CERES shall hold such disclosure in confidence and shall not reveal the disclosure to any third party without the written consent of
TAES. CERES shall advise TAES in writing within ninety (90) days of such disclosure to CERES whether or not CERES elects to obtain
exclusive commercial rights to such Subject Invention. In the event that CERES elects to obtain a commercial license to such Subject
Invention, the Parties shall initiate negotiation of a license agreement in compliance with the IPRA, such negotiations not to extend beyond one
hundred eighty (180) days from notice of election without the mutual consent of both Parties. Such license shall be negotiated in good faith
between the Parties and shall

                                                                  Page 10 of 45
contain reasonable business terms common to CERES‘ field of commercial interest and proposed application.
(4) Joint Inventions . For Joint Inventions conceived in the performance of the Program, TAES and CERES shall be deemed independent
owners under 35 USC 262, in the absence of a written agreement to the contrary. TAES‘ rights in such Joint Inventions shall be subject to the
option set forth in (2) and (3) hereinabove.
D. Germplasm
(1) Definitions:
   a.    ―Hybrid‖ means a seed or plant that has resulted from genetic crossbreeding between two or more lines where those lines include one
         or more (i) Lines or (ii) New Parental Lines.

   b.    ―TAES Genetic Contribution‖ means, for any specific Line: (a) the proportion of the nuclear genes of a Line arisen from Lines
         licensed by TAES to CERES, based on DNA Marker Analysis (as defined in Article 8 A. (2)); (b) a contribution to be determined on
         a case-by-case basis in each case where a specific valuable phenotype of that Line is attributable to specific Allele(s) optioned or
         licensed to CERES by TAES; and (c) Other Contributions from TAES.

   c.    ―Other Contributions‖ means intellectual and technical contributions to the development of Lines or if from CERES, to the
         development of Lines, New Parental Lines or Hybrids, such as, without limitation, markers, gene-trait association knowledge or
         composition knowledge, that inform the breeding and selection process, or transgenic traits.

   d.    ―Developed by Breeding‖ means originated by any form of genetic manipulation including but not limited to single or multiple
         hybridization, backcrossing, genetic transformation or other rearrangement or recombination of genes with or without associated
         selection.

   e.    ―New Parental Lines‖ means new genetic lines or populations which are Developed by Breeding by CERES and which have one or
         more of the Lines as progenitors.

   f.    ―Lines‖ means sorghum lines or populations created in the course of the Program and new genetic lines or populations developed by
         CERES through further selection within the Lines, as distinguished from crossing followed by selection.

   g.    ―Allele‖ means a particular form of a gene determinant for a valuable characteristic of a plant (e.g. drought tolerance, specific
         flowering time), discovered in the Program by TAES or by TAES and CERES jointly.

                                                                  Page 11 of 45
(2) Ownership. Lines developed by employees of CERES alone will be owned by CERES. Lines developed by employees and/or researchers of
TAES alone will be owned by TAES. CERES and TAES shall jointly own Lines where the germplasm and Other Contributions of CERES and
TAES have been combined through traditional or artificial means in the Program. When a Party uses jointly owned Lines or Lines owned by
TAES in its own breeding programs outside the Program in compliance with this Agreement or a license agreement for Lines as referred to in
Article 8.D. (4), the resulting Lines shall be solely owned by that Party. CERES‘ use of a jointly owned Line or Line owned by TAES in its
own breeding programs, or any commercial use of such Line(s), shall be subject to CERES obtaining a license under this Article 8.D and
pursuant to the IPRA. In the event that CERES‘ option to license a Line has expired and/or CERES does not license a Line developed under the
Program, TAES shall be able to use such Line for any purpose but subject to the restrictions set forth in this Agreement, including but not
limited to those restrictions set forth in Articles 1.M and 8.A.(2), and the restrictions set forth in the IPRA.
(3) Option to Obtain a Commercial License . TAES grants to CERES a time-limited option to obtain an exclusive world-wide commercial
license to TAES‘ rights in Lines, with the right to grant sublicenses, as set forth in the IPRA.
(4) Exercise of Option to a Commercial License . CERES shall advise TAES in writing at any time, but before ninety (90) days after the end of
the period set forth in Article 2, whether or not CERES elects to obtain an exclusive world-wide license to maintain and increase seed of Lines;
develop New Parental Lines; develop Hybrids; and sell Hybrids. Such license shall contain royalty rates customary in the seed industry, taking
into consideration (i) TAES Genetic Contribution, (ii) Other Contributions of CERES, (iii) financial contributions of each Party, and
(iv) germplasm contributed by CERES, if any, all to the development of the Lines and Hybrids. In the event that CERES elects to obtain a
commercial license to one or more or all Line(s), the Parties shall initiate negotiation of such license agreement in compliance with the IPRA,
such negotiations not to extend beyond one hundred eighty (180) days from notice of election without the mutual consent of both Parties.

Article 9. Publications
Subject to what is set forth hereinafter with respect to marker-trait associations, TAES shall be free to publish the results of research performed
under this Agreement after providing CERES with a sixty (60) day period in which to review each publication for patent purposes (enabling
disclosures), and to identify any inadvertent disclosure of CERES‘ Confidential Information (as such term is defined in Article 11). If necessary
to permit the preparation and filing of patent applications, TAES shall agree to an additional delay of publication not to exceed sixty (60) days
to prepare and file necessary applications, and CERES shall agree to reimburse TAES for all reasonable costs incurred in such filing(s). Any
further delay of publication shall require a separate agreement between TAES and CERES. The Parties agree that neither Party shall publish or
disclose to any third party any information generated in the Program relating to the association of

                                                                  Page 12 of 56
(a) marker(s) with a gene which has been defined in the Program in Appendix A or by the Management Committee as a cloning target
(―Cloning Target‖). Such restriction on publication and disclosure shall cease, and the other provisions on Confidential Information and
Publications of this Agreement shall apply, with respect to each Cloning Target, until the earliest of the following events: (i) a patent
application is filed on the Cloning Target in the U.S.; or (ii) the Management Committee decides that the Cloning Target is no longer a Cloning
Target and such decision is reflected in a written document; or (iii) at the conclusion of the Program, except if otherwise agreed by the Parties
at that time.

Article 10. Warranty
CONCERNING THE INFORMATION AND DATA PROVIDED UNDER THIS AGREEMENT, TAES MAKES NO REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

Article 11. Confidential Information
A. Any confidential or proprietary information disclosed by CERES to TAES for use in the research work conducted under this Agreement
(―CERES Confidential Information‖) shall be designated as confidential in writing at the time of disclosure to TAES. For the purpose of
keeping such information derived from CERES confidential, TAES shall make all reasonable efforts not to disclose such information to third
parties or release it for publication without the prior written consent of CERES for a period of five (5) years from the date of this Agreement,
but TAES shall not be liable for unauthorized disclosures of information which occur in spite of such efforts. TAES will not use CERES
Confidential Information for any purpose other than the implementation of the Program. TAES will only make CERES Confidential
Information available to TAES employees or researchers on a need-to-know basis.
B. TAES shall not be obligated to keep information received from CERES confidential if any such information; (a) was already in the
possession of TAES as evidenced by existing documentation prior to receipt of information from CERES; (b) appears in issued patents or
printed publications; (c) is now or hereafter becomes generally available to the public on a non-confidential basis through no fault or action or
failure to act on the part of TAES; (d) is disclosed to TAES by third parties having a bona fide right to make such disclosures; or (e) is ordered
produced or disclosed by a court or administrative body of competent jurisdiction or otherwise required by law, or required to be disclosed by
the Attorney General of The State of Texas, but only to the extent of such required production or disclosure.
C. Any disclosure by TAES of results of the research performed under this Agreement shall be subject to compliance with Article 9.
Publications.

                                                                   Page 13 of 45
Article 12. Disputes
A. The Parties shall make every possible attempt to resolve in an amicable manner all disputes between the Parties concerning the
interpretation of this Agreement.
B. The Parties must use the dispute resolution process provided in Chapter 2260, Texas Government Code , and the related rules adopted by the
Texas Attorney General to attempt to resolve in the ordinary course of business. CERES must submit written notice of a claim of breach of
contract under this Chapter to Dr. Mark Hussey, Director, who will examine CERES‘ claim and any counterclaim and negotiate with CERES in
an effort to resolve the claim.

Article 13. Governing Law
The validity, interpretation, and enforcement of this Agreement shall be governed and determined by the laws of the State of Texas, excluding
the conflict of laws rules which might require the application of the laws of another jurisdiction.

Article 14. Termination
A. This Agreement may be terminated for convenience by CERES at any time prior to the full term of the Agreement period, set forth in
Article 2, provided that a written notice is given to TAES thirty (30) days in advance. However, CERES shall be obligated to pay TAES for all
services, orders, materials, or facilities committed in good faith prior to the effective date of termination.
B. TAES shall have the right to terminate this Agreement unilaterally with written notice to CERES in case of failure of CERES to satisfy its
material obligations under this Agreement, if CERES fails to cure such failure(s) within (i) thirty (30) days for failures to remit payment for
amounts due under this Agreement and (ii) ninety (90) days for all other obligations in each case after receipt of written notice from TAES
specifying such failure(s).
C. Promptly upon the delivery of a notice of termination of this Agreement, the Parties will meet to discuss the Program, and each Party will
provide to the other Party any data, information and germplasm that constitutes Joint Inventions or jointly owned Lines and which has not been
provided prior to the notice of termination.
D. Termination of this Agreement shall not affect the rights and obligations of the Parties accrued prior to termination hereof nor any license
grants then in existence, subject to payment of remuneration as set forth in any relevant license/commercialization agreements. Further, at or
about the effective date of termination, the Parties will negotiate in good faith to reach agreement as to the rights to use and commercially
exploit Subject Inventions and Lines not covered by any relevant license/commercialization agreement between the Parties, which rights will
be addressed in one or more written agreements. Such Subject Inventions and Lines shall be deemed

                                                                  Page 14 of 45
subject to the options set forth in this Agreement and to the terms and conditions of the IPRA.

Article 15. Transfer of Materials
A. ―Materials‖ means plant materials or biological samples owned or otherwise controlled by a Party (―Originating Party‖) and transferred to
the other Party under this Agreement.
B. The Party receiving Material(s) (―Receiving Party‖) agrees that the Materials will be used solely for the purpose of the Program, or in the
case of CERES, for commercial purposes in accordance with any applicable license agreement between the Parties.
C. The Receiving Party agrees to use the Material(s) in a safe manner and in compliance with all applicable state and federal laws and
regulations. The Party who makes a delivery of certain Material(s) will obtain any required permits or proceed to any required notifications
prior to the delivery; the other Party will reasonably cooperate in order to facilitate the issuance of any required permits.
D. The Receiving Party will only grant access to Material(s) intended for Program activities to its employees or researchers who need access to
such Material(s) for the purpose of the Program.
E. The Receiving Party will exclusively and restrictedly use the Material(s) under suitable containment conditions, and in accordance with all
applicable regulations, and will not use it on human subjects. The Receiving Party will obtain any authorizations or permits which may be
required for its activities with the Material(s).
F. The Receiving Party agrees that the original Material(s) received from the Originating Party will not be supplied to other entities, either
within or outside of the Receiving Party, without the prior written approval of the Originating Party. The original Material(s) will not be sold or
transferred for commercial purposes.
G. In the event that Receiving Party desires to utilize the original Material(s) for any uses beyond the scope of this Agreement, the Parties shall
enter into good faith negotiations to establish the terms and conditions for any such purposes; however, nothing in this Agreement shall be
construed as a representation that the Originating Party may guarantee the grant of such rights.
H. The Receiving Party will keep and maintain written records of all use of the Material(s) received.
I. All Material provided should be considered experimental and should be handled by the Receiving Party with appropriate safety precautions.
NO REPRESENTATIONS AND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF MERCHANTABILITY OR

                                                                   Page 15 of 45
FITNESS FOR A PARTICULAR PURPOSE, ARE PROVIDED HEREIN, NOR ARE ANY OBLIGATIONS WITH RESPECT TO
INFRINGEMENT OF LICENSED PATENTS OR OTHER RIGHTS OF THIRD PARTIES PROVIDED HEREIN.
J. In the event of termination or expiration of this Agreement, the Receiving Party will return or destroy, at the sole election of the Originating
Party, the Materials no later than thirty (30) days from such termination or expiration, unless the Originating Party has entered into a written
agreement for the Receiving Party‘s continued use of the Materials.
K. Subject to Article 4, the selection of Material(s) for transfer under this Agreement will be at the sole discretion of the Originating Party. The
Originating Party will accompany each transfer of Material with a transmittal letter that specifies: (i) the roles of each Party involved in the
transfer, e.g., who is the Originating Party, (ii) the experimental designation of the Material(s) being transferred, and (iii) a statement
confirming that the subject Material(s) are being transferred under the terms of this Agreement.
L. All right and title in Material(s) will remain with the Originating Party in each case. CERES and TAES shall each retain ownership of their
respective contribution in derivatives produced using Materials where the Materials of CERES and TAES have been combined through
traditional or artificial means. Notwithstanding the foregoing, ownership of derivatives which are Lines shall be as set forth in Article 8.D.(2).

Article 16. Miscellaneous
A. This Agreement and the IPRA constitutes the entire agreement between the Parties relative to the subject matter, and may be modified or
amended only by a written agreement signed by both Parties. In this Agreement, the words ―includes‖ and ―including‖ mean ―includes‖ and
―including‖ without limitation.
B. This Agreement binds and enures to the benefit of the Parties, their successor or assigns, but may not be assigned by either Party without the
prior written consent of the other Party; provided however, CERES shall have the right to assign its rights and obligations under this
Agreement to any Affiliated Company without such prior consent. CERES shall also have the right to assign its rights and obligations under
this Agreement to a third party in conjunction with the transfer to such third party of substantially all of the assets of CERES associated with
performance under this Agreement without such prior consent. ―Affiliated Company‖ means any company owned or controlled by, under
common control with or controlling CERES, ―control‖ meaning in this context the direct or indirect ownership of more than fifty percent (50%)
of the voting stock/shares of a company, or the power to nominate at least half of the directors.
C. The failure of either Party at any time to require performance by the other Party of any provision of this Agreement shall in no way affect
the right to require such performance at any time thereafter nor shall the waiver by either Party of a breach of any provision be taken or held to
be a waiver of any succeeding breach of such provision or

                                                                   Page 16 of 45
as a waiver of the provision itself.
D. This Agreement, to the greatest extent possible, shall be construed so as to give validity to all of the provisions hereof. If any provision of
this Agreement is or becomes invalid, is ruled illegal by a court of competent jurisdiction or is deemed unenforceable under the current
applicable law from time to time in effect during the term of this Agreement, the remainder of this Agreement will not be affected or impaired
thereby and will continue to be construed to the maximum extent permitted by law. In lieu of each provision which is invalid, illegal or
unenforceable, there will be substituted or added as part of this Agreement by mutual written agreement of the Parties, a provision which will
be as similar as possible, in economic and business objectives as intended by the Parties to such invalid, illegal or unenforceable provision, but
will be valid, legal and enforceable.
E. Neither Party shall be liable to the other Party for any incidental, indirect, special, or consequential damage, however caused, and on any
theory of liability, arising out of or related to the work performed under this Agreement.
F. Each Party must excuse any breach of this Agreement by the other which is proximately caused by government regulation, war, strike, act of
God, or other similar circumstance normally deemed outside the control of well-managed business.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.


For Ceres, Inc. (―CERES‖)                                                    For The Texas Agricultural Experiment Station (―TAES‖)

By: /s/ PETER MASCIA                                                         By: /s/ MARK A. HUSSEY

Name: Peter Mascia                                                           Mark A. Hussey
Title: Vice President of Product Development                                 Director, Texas Agricultural Experiment Station
Date: August 28, 2007                                                        Date: 8-29-2007


For Ceres, Inc. (―CERES‖)                                                    For The Texas Agricultural Experiment Station (―TAES‖)

By:   /s/ RICHARD HAMILTON                                                   By:     /s/ ELSA MURANO
Name: Richard Hamilton                                                       Elsa Murano
Title: President & Chief Executive Officer                                   Vice Chancellor & Dean of College of Agriculture and
                                                                             Life Sciences
Date: August 29, 2007                                                        Date: 8/29/07


                                                                   Page 17 of 45
                                                           Appendix A
                                               to the Sponsored Research Agreement
                          between Ceres, Inc. and The Texas Agricultural Experiment Station of The Texas
                                                      A&M University System
                                                            Program
                                        ―Crop Development Using Marker-Assisted Breeding‖
                                     Technical Plan for the Development of Bioenergy Sorghum
                                              Texas A&M University System and Ceres

TABLE OF CONTENTS

                                                                                                           Page
I. Executive Summary                                                                                         19

II. Overall Goals                                                                                            19

III. Technical Plan

  A. Sorghum Breeding                                                                                        20
     A-1. Sweet sorghum
     A-2. High-biomass cellulosic sorghum

  B. Sorghum Composition/Conversion Testing                                                                  22
     B-1. Biomass composition analysis
     B-2. Biomass conversion testing

  C. Genotyping/Marker-Assisted-Breeding                                                                     23

  D. Technology Development                                                                                  24

  E. Sorghum Genome Platform                                                                                 26

  F. Bioenergy Traits/Gene Discovery                                                                         27

                                                           Page 18 of 45
I. Executive Summary:
   Sorghum is one of the most promising biomass feedstocks for the emerging bioenergy/biofuels industry due to its high yield, drought
tolerance, and established production systems. Sorghum is also an excellent genetic system with relatively simple genetics, a large and diverse
germplasm collection, established genetic/genomic platform and complete genome sequence. Therefore, sorghum has significant commercial
value as a biofuels and bioenergy feedstock, as source of genes and IP, and as a source of information useful for a wide range of other grass
species being developed for the bioenergy industry (i.e., switchgrass, miscanthus, energy cane).
   The technical plan described in this document is the result of extensive discussion between CERES and TAES. The scope of work includes;
(1) breeding for improved sweet sorghum and high biomass cellulosic sorghum, (2) analysis of sorghum for biomass composition and
conversion properties, and (3) development of technology for advanced graphical genotyping, enhancement of the sorghum genome platform,
and discovery of QTL and genes for bioenergy traits. The technical plan integrates germplasm screening, breeding, composition/conversion
analysis, and genomics enabled QTL mapping/gene discovery and marker-assisted breeding ( Appendix C , Project Diagram).
   The elements of the technical plan and corresponding budgets are described in sections III and IV. The background and rationale for each
near term budgeted objective/activity is provided in outline form, followed by a brief description of research objectives and
milestones/deliverables. The technical plan and corresponding budget was designed to identify the most important targets and milestones based
on our current understanding of what needs to be done and to build a technology platform that would enable accelerated progress over time. A
key feature of the proposed agreement is to establish a sustained investment in the areas of activity described herein for the duration of the
contract assuming reasonable progress towards objectives and milestones. This is essential because the research and development activities will
often involve graduate students who need support for the duration of their thesis work and because the project requires population and genotype
construction and evaluation that requires many years to come to fruition. However, we expect that the distribution of funds relative to technical
objectives, and the specifics of the technical plan will change over time as progress occurs, challenges arise, and new opportunities are
identified. Therefore the PIs, in consultation with CERES, expect to modify the specific research objectives and distribution of funding to
projects over the time course of the Agreement to maximize the impact of investment and overall progress.

II. Overall Goals:
1. Develop bioenergy sorghum inbreds/hybrids that are high yielding, widely adapted, and have optimum biomass composition for biofuels and
bioenergy production systems.
2. Identify and capture IP on key genes/alleles that contribute to bioenergy traits to protect the value of sorghum bioenergy genotypes
co-developed by TAES/CERES.

                                                                  Page 19 of 45
3. Develop sorghum as a model C4 bioenergy grass genetic system for trait assessment and gene discovery for use in other biomass crops such
as switchgrass and energycane.

III. TECHNICAL PLAN DESCRIPTION.
A. SORGHUM BREEDING.
Introduction : Sorghum ( Sorghum bicolor ) can be used as a feedstock for biofuels production in several different ways. First, grain sorghum
is easily converted to ethanol using the same methodologies used for the conversion of corn to ethanol and ethanol yields from grain sorghum
and corn are similar. Second, sweet sorghum cultivars that produce high levels of sugar in the stalk can also be harvested, milled and the juice
fermented to ethanol using the same methods that sugarcane processors use. Third, photoperiod sensitive sorghum hybrids have the capability
of amassing large tonnages for cellulosic production of biofuels while maintaining the highest water-use efficiency of any crop widely grown in
the United States. Moreover, sorghum (all types) is widely adapted and fits very well into production systems throughout the U.S. and world.
Combined with the water use efficiency, biofuels production from sorghum is feasible in many regions of the country and the crop will support
ecologically sustainable use of the land.
    Grain sorghum hybrids are already available for use in ethanol production. Therefore, over the past 5 years, TAES researchers have focused
on the development of sweet and high biomass sorghums for biofuels production. Seed supplies of sweet sorghum varieties are limited; their
tall stature and limited seed yields make producing and harvesting seed difficult. Sweet sorghum hybrids will have two advantages over
traditional sweet sorghum cultivars. First, seed production and processing will use short grain-type female lines that can easily be harvested
using technology already used by the sorghum seed industry. Second, use of hybrids will allow breeders and producers to capture hybrid vigor;
early estimates indicate that hybrids will average 120% the yield of the high producing parent in the hybrid. Photoperiod sensitive hybrids that
produce large quantities of biomass are commercially available and they are now used for forage production. However, within the TAES
program, we have identified specific genotypes from the world collections that have even higher yield potential that would likely be superior
for biofuels production in a lignocellulosic conversion system. The manipulation of these lines to develop effective parents for high biomass
sorghum hybrid production has been initiated.
Objectives : This proposal requests funds to accelerate the development of both sweet sorghum and high biomass cellulosic bioenergy
sorghum genotypes. This activity will complement a recently funded DOE proposal to enhance genomic research into the development of
sorghums for biofuels production. At the completion of both proposals, the sorghum hybrids for energy production will be developed for
commercial use.

                                                                 Page 20 of 45
A-1. Sweet Sorghum : Complete the development of A/B lines that have high stem sugar content. Utilize existing varieties as pollinators for
hybrid production.
A-2. High-Biomass Cellulosic Sorghum: Develop new pollinators for the production of high biomass photoperiod sensitive sorghum hybrids.
Photoperiod sensitive germplasm with very high biomass potential has been identified. To utilize these characters, insensitive versions will be
generated that can produce seed in the U.S. allowing these lines to hybridized to existing photoperiod insensitive A/B lines of the right
genotypes to produce photoperiod sensitive high biomass sorghum bioenergy hybrids.

Technical Plan:
     A-1. Sweet Sorghum [***]
     20[***]: Offseason Nursery: [***] of next generation [***] of best [***]. Create [***] seed for additional evaluation of the best lines in
     multiple [***] to identify the best [***]. Traditional Season: Evaluate selected [***] in multiple locations, measure agronomic potential and
     [***] potential. If feasible, evaluate [***] potential. Continue completion of [***] lines.
     20[***]-20[***]: Offseason Nursery: [***] the best lines for [***] (both [***] line and [***] ) to facilitate large scale growouts in the
     summer of 20[***]. Evaluate sweet sorghum [***]; continue [***] to complete [***] lines of most promising [***]. Traditional Season:
     Evaluate selected [***] in multiple locations, measure agronomic potential and [***] potential. If feasible, evaluate [***] potential. Release
     best [***] or [***] lines to [***] for [***] and eventual release. Release of [***]lines in fall of 20[***] is expected if all testing proves their
     worthiness. Seed of the lines and [***] should be commercially available in the summer of 20[***].
A detailed breeding plan for sweet sorghum is provided in Appendix D .
     A-2: High Biomass [***]
     20[***] Summer: Grow [***] population, select [***] lines with high biomass potential.
     20[***]-20[***]: Offseason: Advance selections to the [***] generation and [***] to [***]line testers
     20[***] Summer: Grow [***] generation and evaluate [***] to identify those that produce the highest [***].
     20[***]-20[***] Offseason: Grow [***] generation and create [***]. Further improvement of additional new lines will be completed
     through 20[***].
     20[***] Summer: Multilocation testing and evaluation for selection of best [***]. Further advancement of the lines and additional [***]
     20[***] Summer: Multilocation testing and evaluation for selection of best [***]. Selected lines released to [***] for [***] and release.
     20[***] Summer: Seed of the lines and [***] should be [***].
A detailed breeding plan for high biomass cellulosic sorghum is provided in Appendix D .
B.     SORGHUM BIOMASS COMPOSITION/CONVERSION TESTING.
Background and Rationale : The chemical composition of sorghum biomass will significantly influence the logistics of harvesting, transport,
storage, processing, pretreatment processes, conversion efficiency and yield of biofuels per dry ton. Therefore, an early objective of this project
is to characterize the range of biomass composition present in sorghum germplasm and to identify biomass composition traits that need to be
selected for during the breeding process. In addition, the capability to conduct rapid NIR-based composition analysis for sorghum will allow
allelic variation that modulates composition to be mapped and the corresponding genes identified and patented. CERES is establishing a
state-of-the-art biomass composition-testing laboratory in

                                                                      Page 21 of 45

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California. This laboratory will be able to carry out chemical analysis of biomass required to establish standard curves for NIR-based analysis.
TAES/CERES propose to establish a biomass composition-testing laboratory at TAES in order to assay several thousand samples generated
each cycle of sorghum breeding and to enable genetic analysis of composition traits. The details of this activity are described below.

Technical Plan:
        B-1. Sorghum Biomass Composition Analysis.

1.1.    Establish NIR calibration curves for sorghum biomass samples.
              — TAES will sample a range of [***] ([***] of [***])
              — TAES will obtain samples from a range of duration, environments, locations
              — TAES will provide ~[***] samples to CERES for analysis
              — ~[***] gm of dry ([***]% water content) [***]
              — whole plant biomass sample = [***] sample
              — selected lines sampled for [***]/[***]/[***] separately
              — if [***] is present, this needs to be noted or separated out
              — CERES will establish calibration curves for NIR
              — CERES will conduct [***] of selected samples
1.2.    TAES/CERES will establish a biomass composition-testing lab at TAES.
              — laboratory space will be identified for this activity at TAES
              — ovens will be purchased for tissue drying
              — biomass tissue milling instrumentation will be set up (dust/noise issue)
              — NIR instrumentation will be purchased and calibrated
1.3.    Biomass composition testing activity.
              — ~[***] samples will be analyzed by NIR per breeding cycle
              — additional samples of germplasm and from [***] mapping populations
              — selected samples will require [***] analysis [***]
              — TAES may conduct [***]/[***]/[***] analysis of [***]
       B-2. Biomass Pretreatment/Conversion-Testing Activity.
              — CERES is developing a range of conversion testing capability
              — TAES has developed MixAlco conversion testing capability
              — CERES/TAES will also co-develop third party testing agreements

Milestones:
1.      Establish NIR standard curves for sorghum biomass composition analysis (20[***]).
2.     Establish a biomass composition laboratory at TAES (20[***]).
3.     Establish sorghum biomass conversion testing activity (20[***]).
4.     Characterize biomass composition of breeding lines and germplasm.
5.     Characterize biomass composition variation associated with [***].

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C.     GENOTYPING AND MARKER-ASSISTED-BREEDING (MAB).
Background: Genotyping technology is now routinely used to analyze germplasm, select parents for crossing, accelerate breeding through
marker-assisted-selection, and for map-based gene discovery. Genotyping technology is evolving rapidly from gel-based platform technologies
(i.e., AFLP, SSR) to a wide range of platforms (i.e., TaqMan, MassArray, SNPlex). Recent advances in high throughput DNA sequencing will
also allow sequence-based genotyping using Restriction-Site-Localized Sequencing on instruments such as the Solexa sequencer. This
technology is proposed for development in Section D.
   We propose to develop TaqMan assays for MAB of selected QTL in the near term. This technology is being used by CERES and is readily
developed for small numbers of loci. In the longer term we plan to transition to RSL/Solexa-based graphical genotyping as soon as this
technology is developed. Graphical genotyping could replace the need for MAB in most applications and much more information for selection
and genetic mapping experiments.

Technical Plan:
        C-1. Marker-assisted-breeding (MAB) activity:

1.1.    Taqman assay development for MAB.
             — [***], [***] initial targets
             — sequence ~[***] genes [***] each [***] for [***] discovery
             — sequence ~[***] [***] lines, [***], [***]-lines
             — optimize [***]based Taqman assays (ABI7900 platform)
             — add new markers each year ([***], [***], [***], etc.)
             — test BioTrove Taqman platform to explore cost/assay reduction
             — test [***] methods for DNA extraction, tracking, [***] assays
1.2    MAB assay throughput per year.
             — ~[***] [***] plants X [***] markers ([***]/[***]) in spring 20[***]; fall 20[***]
             — seed from [***] plants will be collected and sent to MAB lab
             — seedlings will be grown out and sampled
             — DNA extraction via Genogrinder
             — [***] breeding cycles requiring MAB per year
       C-2. [***]; MAB and [***] analysis.

2.1    Develop [***] technology (20 [***] )
             — technology development described in Section D
             — transition to [***] based [***] for MAB (20[***])
2.2    [***] applications.
             — collect [***] of all bioenergy germplasm ([***])
             — collect [***] of breeding progeny (MAB)

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            — collect [***] of trait mapping populations ([***])

Milestones and deliverables:
1.    [***]/[***] Taqman assay development (20[***]).
2.    ~[***] MAB assays in 20[***].
3.    New Taqman assay development ([***], [***], [***], etc.) (20[***]-20[***]).
4.    Deployment of [***] based [***] technology (20[***])
5.    Collect [***] of bioenergy germplasm ([***]) (20[***]).
6.    Collect [***] of breeding and trait mapping populations.
D.    TECHNOLOGY DEVELOPMENT.

      D-1. Graphical genotyping using RSL/Solexa technology .

Background and rationale:
            — sequencing platforms allow sequence-based genotyping
            — sequencing platforms allow digital expression profiling
            — (i.e., Genome Sequencer-20 System, Solexa, ABI-based systems)
            — Sb genome sequence/genetic map alignment allows sequence/SNP mapping
            — haplotypes or graphical genotypes are revealed at sufficient marker density
            — graphical genotypes of germplasm will allow better parent/progeny selection
            — graphical genotyping will accelerate QTL mapping to gene discovery
            — graphical genotyping may replace targeted marker-assisted-breeding
            — TAES has developed a graphical genotyping method called Restriction Site Localized sequencing technology (RSL sequencing
            technology)
            — TAES has tested RSL-technology on rice/sorghum using 454 technology
            — RSL-sequencing provides a way to sequence genomes at specific sites
            — RSL provides a way to re-sequence the same sub-sample of any genome
            — the number of sites sequenced can be varied depending on need
            — Solexa can collect 1B bp of sequence per run (25-35bp/read) (~$3,000/run)
            — sequence sampling every ~4 kbp (two reads/site) = 10 Mbp of sequence
            — predicted SNP discovery rate = 1 SNP/82kbp (@ 1SNP/1000bp)
            — indexing allows ~100 genotypes per run (~$30/genotype for sequencing)
            — more genotypes can be run at lower sequence/SNP coverage
            — @ $3/~500 marker-genotype this may replace the need for MAB
            — a high quality genome sequence aligned to a genetic map is required

Technical Plan:
1.1   Test RSL-technology on the Solexa sequencing system.
            — conduct simulations on [***]/sorghum to select restriction enzymes
            — prepare templates from different genotypes of [***], sorghum
            — submit templates to [***] for sequencing (~$10,000 per test)
            — analyze results; # unique sequences, map location, error rate, etc.
            — SNP frequency, distribution, dependence on restriction enzyme used

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             — streamline DNA extraction, template preparation, sample indexing
             — establish a bioinformatics pipeline for sequence processing
             — test low pass coverage to allow MAB by [***]
1.2   Applications:
             — purchase and set up [***] at TAES and CERES
             — transfer technology to the MAB laboratory
             — genotype all relevant germplasm lines being used for bioenergy
             — genotype breeding lines for MAB
             — genotype [***] [***]/[***] populations

Milestones and deliverables:
1.    Test [***] technology on the [***] (20[***])
2.    Refine the technology, test [***] application (20[***])
3.    Utilize [***] technology for bioenergy germplasm/breeding analysis (20[***]-20[***])
4.    Utilize [***] technology for [***] mapping (20[***]-20[***])
D-2. Gene expression platform development: (Solexa/SAGE, qRT-PCR):
Background: A large portion of the phenotypic variation present in germplasm is due to differences in gene expression. Differences in gene
expression can be associated with phenotypic variation by combining phenotypic QTL analysis and expression QTL analysis in the same
population. This type of eQTL analysis often identifies candidate genes associated with QTL and providing a molecular understanding of
mechanism through analysis of cis- and trans-acting factors that modulate gene expression. Gene expression profiling also identifies
co-regulated genes and regulon structure and provides diagnostic information about the molecular basis of differences in plant performance. In
recent years, TAES has used microarray studies to characterize expression patterns of ~22,000 genes. A more powerful approach is to acquire
[***] from [***] using [***]- or [***]-technology combined with a [***] platform. Therefore, we propose to optimize and utilize [***]
technology in combination with the Solexa sequencer to obtain [***] of sorghum [***] that varies in [***]. This activity will aid bioenergy
pathway gene annotation being done with funding from DOE using SorghumCyc and accelerate the identification of key genes that modulate
bioenergy traits.
Technical Plan:
2.1    Optimize [***] profiling technology on the [***].
2.2    Map [***] to genes and genome locations.
2.3    Collect reference profiles of selected treatments/tissues ([***], [***], [***]).
2.4   Utilize [***]/[***] for [***]/[***] discovery/[***] screening projects.
2.5    Conduct qRT-PCR-based [***] analysis to further map out [***].
Milestones and deliverables:
2.1    Optimize [***]/[***] profiling technology (20[***]).
2.2     [***] mapped to genes and the genome sequence (20[***])
2.3     Reference [***] profiles collected from selected treatments (20[***]).
2.4    [***] profiles from sorghum bioenergy genotypes/populations (20[***]).

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E.    SORGHUM GENOME PLATFORM.
Background and Rationale: Scientists at TAES have been developed a sorghum genome technology platform consisting of integrated genetic,
cytogenetic and comparative genome maps since 1998. The TAES sorghum genetic map contains over 3,000 DNA markers based on data
collected from 137 RIL lines derived from BTx623 X IS3620C. A physical map that is aligned to the sorghum genetic map has been
constructed from ~16X deep BAC libraries, HICF fingerprinting, 6D BAC pooling, and ~5,000 EST-STS linkers. BACs from this map have
been end-sequences and sequence scanned providing information for aligning DOE sequence assemblies to the map. The sorghum genome
sequence assemblies produced by DOE based on 8X shotgun coverage of the genome are large (up to 14 Mbp). Test alignment of DOE
sequence assemblies to SBI03 is promising revealing 6 miss-assemblies in the euchromatic region (~47Mbp) that were easily corrected.
   Funding is requested to accelerate the next set of sorghum genome map platform improvements including aligning the DOE [***] to the
TAES [***] and [***] followed by [***] and resolution of issues related to [***] [***]/[***]. In addition, [***] of the [***] will be done in a
targeted manner ([***], [***]/[***]) at different levels depending on need (automated [***] and by [***] analysis, [***] models, [***], etc.).
For example, DOE funding will allow implementation of [***] of sorghum [***] matching [***] in [***] in 20[***] in collaboration with
Doreen Ware/Lincoln Stein (Cold Spring Harbor). We will focus [***] efforts on [***] relevant to [***] with funding from DOE. We also plan
to bring in [***] of [***] (from prior [***], RT-PCR data, plus [***]/[***] data when it becomes available). Comparative genetic maps and the
comparative aligned genome sequences focused on sorghum, rice, maize, and switchgrass will be updated on a regular basis.
   The TAES sorghum genome map platform is a key resource for all future QTL mapping, annotation, and gene discovery projects done at
TAES and those carried out in collaboration with CERES. As such, the genome map/sequence platform provides our group an advantage in
terms of gene discovery/IP capture. For QTL mapping and gene discovery research it would be ideal if TAES and CERES were operating with
a common genome sequence/genetic map framework. If CERES provides funding to help TAES to continue development of the TAES genome
map/sequence platform, then TAES will make the genome map/sequence platform available to CERES with regular quality and annotation
updates. CERES will be free to do their own in house annotation of the aligned sorghum genome map/sequence provided by TAES and to use
the information provided by TAES for commercial purposes.

Technical Plan:
1.   Phase I alignment of DOE [***] to [***] (20[***]).
2.   Phase II alignment [***], [***] using [***].
3.   Align [***]/[***]/[***]/[***] [***] maps and [***].
4.   Conduct selected [***]and [***].
5.   Identify the location of [***] [***]/[***] ([***]).
6.   Identify the location of [***]-[***] on the [***] ([***]).
7.   Provide bioinformatics support for [***] mapping and other projects.

Milestones and deliverables:

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                  Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
1.      DOE sorghum [***] to [***] (20[***]).
2.      Refined [***] X [***] (20[***]).
3.      Targeted [***] of sorghum [***], [***], [***] (20[***]).
4.      Improved [***]/[***] [***] ([***], [***], [***], [***]) (20[***]).
5.      [***] onto the [***] (20[***]).
6.      [***] derived from [***]/[***] onto the [***] (20[***]).
F.      BIOENERGY TRAITS AND GENE DISCOVERY.

        F-1. Flowering time/duration:

Background:
       — duration of growth contributes significantly to biomass yield
       — vegetative growth stops upon initiation of flowering
       — sorghum is a short day plant that responds to photoperiod, thermoperiods
       — dominant forms of maturity (Ma) loci repress time to flowering
       — Ma1-Ma6 modulate time to flowering; additional Ma loci have been identified
       — Ma1 has been mapped (Lin et al., 1995; R. Klein et al., 2007)
       — Ma2 mapping in progress (Mullet/Rooney, 2007/8)
       — Ma3 = PHYB (Childs et al., 1998 — TAES)
       — Ma4 has been mapped, cloning in progress (Mullet/Rooney et al.)
       — Ma5/Ma6 have been mapped, cloning in progress (Mullet et al., 2006-8)
       — CO/FT mapped; mutations in CO modulate [***] ( = [***])
       — [***]+ [***]= [***] when both are [***] ([***] days in College Station)
       — [***]/[***] or [***]/[***] [***] is [***] (~[***] days in College Station)
       — [***]/[***] [***] regardless of [***] at [***]-[***] ([***] needs checking)
       — most [***] germplasm is [***] ([***]) ([***], [***], [***]) and [***]
       — [***]-high biomass ([***]) lines will be ‗converted‘ to [***] using [***]
       — [***] lines will be used as [***] lines for [***]
       — [***] [***]-lines X [***]-lines = [***] for testing
       — MAB for [***], [***] during the [***] process will save time, cost
       — modifiers of Ma5 and Ma6 action have been identified (Mullet et al., unpublished)
       — useful for producing hybrids with uniform long duration growth
       — useful for releasing hybrids with flowering times optimized to different regions

Technical Plan:
1.1.      Clone [***] (patent) and map modifiers of [***] action to aid MAB.
               — [***] has been mapped in a large [***] population (~[***] plants)
               — [***] map-based [***] is in progress (~[***] months to candidate [***])
               — a [***] with [***]-like action was detected and is now being mapped
1.2.      Clone [***] (patent) and map modifiers of [***] action to aid MAB.
               — [***] has been mapped in a large [***] population (~[***] plants)
               — a [***] that modifies [***]-action was detected and will be mapped
               — [***] map-based [***] will be carried out.

                                                                   Page 27 of 45

                   Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
Milestones and deliverables:
1.1.      DNA markers for [***]/[***] for use in TAES and CERES breeding programs (20[***]).
1.2.     [***] cloning, IP capture (20[***]).
1.3.     [***] cloning, IP capture (20[***]).
1.4.     Map/markers for [***]/[***] [***] (20[***]).
        F-2. Biomass yield, traits, and composition:

Background:
               — goal is to optimize biomass yield and composition
               — biomass yield is highly heritable in Arabidopsis
               — biomass heterosis is observed in At
               — biomass plant traits to map include lodging, leaf/stem ratio, stem thickness/mass
               — biomass composition traits to map include lignin, cellulose, etc.
               — DOE has provided TAES with partial funding for QTL mapping (2/3 years)

Technical Plan:
2.1     Map [***] for [***] and [***] traits in [***] / [***] populations:
               — phase I mapping population; [***] [***] lines Dr. Rooney identified in 20[***]
               — phase II mapping population; [***] [***] X [***]-line
               — select parents based on [***] and [***] data
               — assay [***] among top [***] lines (in progress)
               — assay [***] of [***] (CERES)/ [***] among [***] lines
               — [***] [***] lines (in progress), [***], [***]; assay [***] lines (20[***])
               — select for [***] lines that have fairly [***] ([***])/ [***] for [***]
               — population size of ~[***] is sufficient for initial [***] mapping
               — assay [***] ([***], etc) and [***] at end of season, replicated
               — College Station; other sites when time, funding permit
               — construct a [***] for [***] mapping (use [***]/[***] technology)
               — conduct [***] assays, [***] ([***]/[***])
       [***] and follow-up:
               — expand sub-populations for [***]
               — identify [***]/[***]/[***] region, [***], generate a large [***] population
               — identify useful [***], [***] for target trait(s)
               — candidate [***], [***] analysis, and validation
               — capture IP
               — [***] germplasm for [***]
               — translate to other [***]
2.2.      [***] analysis of [***] for [***] .

          Rationale:

                                                                   Page 28 of 45

                    Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
             — [***] production is highly [***] in Arabidopsis (At) ([***]%)
             — [***] main [***] for [***] were identified in At
             — [***] for [***] could be mapped at the [***] (=[***] plants)
             — best parent [***] was [***] ([***]%); observed at the [***]
             — [***] not obvious in At; also less well defined in [***] than [***]
             — [***] for specific [***] has also been identified in different systems
             — sorghum germplasm is [***]; sorghum shows [***]
             — multiple sources of [***] for [***] are likely in sorghum
             — goal is to determine if the [***] basis of [***] can be mapped
             — if so, [***] contributing to [***] from several sources could be pyramided
             — [***] basis of [***] could also be valuable
             — [***] basis of [***] might be too complex, too much [***], etc.
             — high risk, potentially high reward research activity
    Proposed research:
             — [***] mapping for [***] can be tested using breeding materials
             — ~[***] [***] lines will be derived from each [***]/[***]-[***]
             — [***] lines will contain different portions of the [***]-[***] genome
             — ~[***] [***]-line-[***] sources will be [***] to [***]-lines each year
             — [***] data will be collected to advance the breeding program
             — genotype all [***] lines that are [***] to obtain [***]
             — utilize [***] technology for [***] (see below)
             — test if it is possible to map [***] for [***] of [***]
             — we will be mapping [***] (and [***]) [***] in [***]
             — [***] for [***] could come from several [***] sources
             — expand to other [***] X [***]-lines if this proves useful
             — [***] from different sources in phase II breeding activity (20[***])
Milestones and deliverables:
2.1     Construct [***], [***], [***] mapping populations (20[***]).
2.2     [***] data collection on [***] lines (20[***]); [***], (20[***]).
2.3     [***] profiling data (parental lines, [***] lines) (20[***]).
2.4     [***] and [***] map construction (20[***]).
2.5     [***], [***], IP capture, [***], etc. (20[***]).
2.6    Obtain [***] genotypes of [***] population (20[***]).
2.7    Test ability to map [***] basis of variation in [***]/[***] (20[***]).
2.8    If test is positive, analyze other [***]/[***]-line [***] populations (20[***]).
      F-3. Height (Dw1-4):

Background:
    — variation in plant height is often associated with differences in biomass yield
    — Quinby et al. identified four main loci that modulate height (Dw1-4)
    — Dw2 and Dw3 have been mapped; Dw3 has been cloned
    — map-based cloning of Dw2 is in progress (TAES-ARS collaboration)
    — Dw1, Dw4 require further genetic analysis

                                                                   Page 29 of 45

                  Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
      — most [***] lines will be [***] (but this will vary)
      — [***] = [***] (used for conversion of [***] lines)
      — ‗converted‘ [***]-lines need to be at least [***], [***] (and maybe + [***], [***])
      — most [***]-lines will be [***]
      — [***] need to be at least [***], possibly + [***], [***]
      — select [***] lines that are [***] with markers (20[***])

Technical Plan:
3.1    [***] DNA marker development: (budgeted in MAB platform development)
      — sequence genes flanking [***] for [***] discovery
      — sequence the [***] corresponding to [***]
      — sequence genes from [***], [***] germplasm used in breeding
      — optimize Taqman assays for MAB
      — assay [***] plants for [***]
3.2    Determine if [***] or [***] have an impact on [***] :
      — utilize [***] populations and [***] populations
      — test association between height and [***] (in [***] backgrounds)
      — variation in [***], [***] and other [***] will be present
3.3    Map [***] , [***] and other genes for height if an association with [***] is found.
      — map height [***] impacting [***] in [***] populations (see below)
      — set up specific populations to map [***], [***] genes
      — [***]: [***] ([***]) X [***] ([***])
      — [***]: [***] ([***]) X Std. [***] ([***])
Milestones and deliverables:
3.1    DNA markers for [***], [***] (20[***]) (included in MAB budget objectives)
3.2    Assessment of [***] or [***] impact on [***] in [***] backgrounds.
3.3    [***], [***] mapping and DNA markers depending on results and funding.
       F-4. Other traits:
   The traits listed below were identified as important for the development of superior bioenergy sorghum hybrids in addition to the traits
described above that will be targeted for immediate funding. Research on the traits listed below will be initiated as soon as new funding
becomes available or as other CERES funded objectives are completed.
4.1     [***] resistance (and other [***], [***] resistance)
4.2      [***] tolerance including [***]
4.3     Response to [***] ([***])
4.4     [***] tolerance ([***])
4.5     [***] efficiency
4.6     [***] ([***], [***])
4.7     [***] tolerance; [***] X [***]

                                                                   Page 30 of 45

                   Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
                                                           Appendix B
                                               to the Sponsored Research Agreement
                          between Ceres, Inc. and The Texas Agricultural Experiment Station of The Texas
                                                      A&M University System
                                                                Budget
A. SORGHUM BREEDING

                                                                          Year
A. SORGHUM BREEDING                   Year 1           Year 2              Year 3         Year 4         Year 5        TOTAL
PI: Bill Rooney
Salaries
  To Be Named **                        32,000          32,960               33,949         34,967         36,016       169,892
             Technician
  To Be Named **                        18,000          18,540               19,096         19,669         20,259        95,564
             Graduate Student
         50% Time, 12 Cal Mos.
  Student Workers                       12,000          12,000               12,000         12,000         12,000        60,000
     Subtotal                           62,000          63,500               65,045         66,636         68,275       325,457
  Fringe Benefits                       16,698          16,922               17,154         17,392         17,637        85,803
Total Personnel Costs                   78,698          80,422               82,199         84,028         85,912       411,260

Materials & Supplies
  Breeding                              15,000          15,000               15,000         15,000         15,000        75,000
  Agronomic                              5,000           5,000               10,000         10,000         10,000        40,000
  Quality                               15,000          15,000               10,000         10,000         10,000        60,000
Total Materials & Supplies              35,000          35,000               35,000         35,000         35,000       175,000

Travel                                  16,000          15,000               15,000         15,000         15,000        76,000

Other Costs
  GreenHouse                             2,000            2,000               2,000          2,000          2,000        10,000
  Field Fees                             8,000            8,000               8,000          8,000          8,000        40,000
  Tuition & Fees
          24 hrs @ $276/hr               6,624           6,624                6,624          6,624          6,624        33,120
Total Other Costs                       16,624          16,624               16,624         16,624         16,624        83,120

Capital Costs
  Equipment                             80,000          40,000                      0              0              0     120,000

Total Cost — BREEDING               $ 226,322       $ 187,046            $ 148,823      $ 150,652      $ 152,536      $ 865,380


                                                           Page 31 of 45
B. COMPOSITION LAB

PI: Bill Rooney                       Year 1      Year 2            Year 3     Year 4     Year 5     TOTAL
Salaries
           To Be Named **                8,000      8,240             8,487      8,742      9,004      42,473
                   .25 Technician
           Student Workers               5,000      5,000             5,000      5,000      5,000      25,000
             Subtotal                  13,000      13,240            13,487     13,742     14,004      67,473
        Fringe Benefits                 3,340       3,382             3,426      3,471      3,518      17,138
Total Personnel Costs                  16,340      16,622            16,913     17,213     17,522      84,611

Materials & Supplies
            NIR                          4,000      4,000             4,000      4,000      4,000      20,000

Total Materials & Supplies               4,000      4,000             4,000      4,000      4,000      20,000
Travel                                                                                                      0
Other Costs
            Wet Chemistry              15,000      15,000            15,000     15,000     15,000      75,000
Total Other Costs                      15,000      15,000            15,000     15,000     15,000      75,000

Capital Costs
             Equipment                120,000                                                         120,000
          (grinder, dryer, NIR)
Total Cost — Composition Lab        $ 155,340    $ 35,622       $ 35,913      $ 36,213   $ 36,522   $ 299,611


                                                    Page 32 of 45
C. GENOTYPING/MAB

Co-PI: Patricia Klein               Year 1     Year 2             Year 3     Year 4     Year 5     TOTAL

Salaries
  Natalie Unruh (0.5-1.0)           19,339     19,919             41,033     42,264     43,532     166,089
  Student workers                    5,000      5,000              5,000      5,000      5,000      25,000
         subtotal                   24,339     24,919             46,033     47,264     48,532     191,089
     Fringe benefits                 6,766      6,869             13,444     13,662     13,886      54,627
Total Personnel Costs               31,105     31,788             59,477     60,926     62,419     245,715

Materials and Supplies              20,000     20,000             20,000     20,000     20,000     100,000
Capital Costs
  Genogrinder, Nanospectrometer     20,000                                                          20,000

Total Cost — Genotyping/MAB       $ 71,105   $ 51,788        $ 79,477      $ 80,926   $ 82,419   $ 365,715

                                                  Page 33 of 45
D. TECHNOLOGY/SOLEXA


PI: John Mullet                    Year 1       Year 2            Year 3   Year 4   Year 5     TOTAL

Salaries
  Post-doc (To be named)            40,000      41,200            42,436      —        —       123,636
      subtotal                      40,000      41,200            42,436                       123,636
  Fringe Benefits                   12,756      12,968            13,187                        38,912
Total Personnel Costs               52,756      54,168            55,623                       162,548

Materials and Supplies              30,000      25,000            20,000      —        —        75,000

Capital Costs
Nanospectrometer, PCR machines       35,000                                                     35,000
Solexa sequencer (TAES)             200000                                                     200,000

Total Cost — Technology/Solexa   $ 317,756    $ 79,168          $ 75,623                     $ 472,548

                                                Page 34 of 45
E. GENOME PLATFORM


Co-PI: Patricia Klein             Year 1     Year 2             Year 3         Year 4         Year 5         TOTAL

Salaries
      Natalie Unruh (0.5)         19,339     19,919                      0              0              0      39,258
      Arun Sharma                 10,012     10,312                                                           20,324
      CS student (0.5) *
      TEES                        13,000     13,390             13,792         14,205         14,632          69,019
            subtotal              42,351     43,621             13,792         14,205         14,632         128,600
        Fringe Benefits           13,207     13,402              3,721          3,763          3,806          37,898
Total Personnel Costs             55,557     57,023             17,513         17,968         18,437         166,498

Materials & Supplies              10,000     10,000              2,500          2,500          2,500          27,500

Other
        Tuition & Fees
      24 hrs @ $276/hr *
      TEES                         6,624      6,624              6,624          6,624          6,624          33,120

Capital Costs
  Linex computers                 15,000                                                                      15,000

Total Costs — Genome Platform   $ 87,181   $ 73,647       $ 26,637           $ 27,092       $ 27,561       $ 242,118

                                                Page 35 of 45
F. TRAITS/QTL/GENES

3.1 Duration (Ma5/6)

PI: John Mullet                Year 1    Year 2           Year 3       Year 4    Year 5    TOTAL
Salaries
  Graduate student (Bio/Bio)    22,000    22,660              23,340    24,040    24,761   116,801
      subtotal                  22,000    22,660              23,340    24,040    24,761   116,801
  Fringe benefits                4,550     4,617               4,685     4,756     4,829    23,437
Total Personnel Costs           26,550    27,277              28,025    28,796    29,590   140,238

Materials & Supplies            15,000    15,000              15,000    15,000    15,000    75,000

Other
  Tuition & Fees                 6,624     6,624               6,624     6,624     6,624    33,120
Subtotal                        48,174    48,901              49,649    50,420    51,214   248,358

3.2 Biomass traits

PI: John Mullet
Salaries
  Post-doc                      40,000    41,200              42,436    43,709    45,020   212,365
      subtotal                  40,000    41,200              42,436    43,709    45,020   212,365
  Fringe benefits               12,756    12,968              13,187    13,413    13,645    65,969
Total Personnel Costs           52,756    54,168              55,623    57,122    58,665   278,334
Materials & Supplies            15,000    15,000              15,000    15,000    15,000    75,000
Subtotal                        67,756    69,168              70,623    72,122    73,665   353,334

                                              Page 36 of 45
3.3 Height/anthracnose

Co-PI: Patricia Klein                      Year 1            Year 2            Year 3            Year 4             Year 5           TOTAL
Salaries
  Graduate student (MEPS)                   20,000            20,600            21,218            21,855             22,510            106,183
      subtotal                              20,000            20,600            21,218            21,855             22,510            106,183
  Fringe benefits                            4,348             4,409             4,471             4,535              4,602             22,364
Total Personnel Costs                       24,348            25,009            25,689            26,390             27,112            128,547

Materials and Supplies                      12,500            12,500            12,500            12,500             12,500             62,500

Other
  Tuition & Fees                             6,624             6,624             6,624             6,624              6,624             33,120
Subtotal                                    43,472            44,133            44,813            45,514             46,236            224,167


3.4 Other traits

PI: John Mullet                         Year 1             Year 2            Year 3            Year 4             Year 5            TOTAL
Salaries
  Post-doc (To be named)                         —                  —                 —          40,000             41,200              81,200
      subtotal                                                                                   40,000             41,200              81,200
Fringe Benefits                                                                                  11,948             12,141              24,089
Total Personnel Costs                                                                            51,948             53,341             105,289

Materials and Supplies                                                                           15,000             15,000              30,000

Capital Costs
  Freeze-mill grinder                                        20,000                                                                     20,000

Subtotal                                                     20,000                              66,948             68,341             155,289

Total for Traits/Genes             $      159,402       $ 182,202         $ 165,085         $ 235,003         $ 239,456         $      981,148

Operating Summary
A. Breeding                               865,380
B. Composition                            299,611
C. Genotyping/MAB                         365,715
D. Technology                             472,548
E. Genome Platform                        242,118
F. Traits/Genes                           981,148                                           TEES Direct Costs                          102,139

Total Direct Costs                      3,226,520                                           TEES Indirect Costs                         31,404
Indirect (45.5% MTDC)                   1,166,638

                                                                                            TAES Direct Costs                        3,124,381
Total Request                           4,393,158                                           TAES Indirect Costs                      1,135,235




Budget Justification
A. Breeding
Personnel: Funds are budgeted for a 100% FTE research assistant (B.S., Agronomy) to coordinate the daily activities of the program. Funds for
a 50% FTE graduate student are included to address specific research issues in the project. Student workers will be needed to assist in planting,
harvesting, pollinating, and seed production. Fringe benefits and insurance are charged per Texas A&M University System policy.
Materials and Supplies: Included all necessary material for managing the breeding program, including but not limited to pollinating bags,
herbicides, sample bags, shipments, grinding costs for samples, storage and shipping of seed.

                                                                 Page 37 of 45
Travel: Includes expenses associated with travel, lodging and subsistence for working
breeding nurseries, evaluation sites and any promotion and research related presentations. Other Costs: Greenhouse facilities will be needed to
induce flowering in some PS progeny. Field fees will cover costs of land rental for nursery space in Weslaco and Puerto Rico (as well as
others). Tuition and partial fees for 24 credit hours is budgeted per Texas A&M University System Policy.
Equipment: Equipment is budgeted to purchase a used experimental plot silage harvester and a pickup and trailer on which to transport it.

B. Composition
Personnel: Funds are budgeted for a 25% FTE research assistant to coordinate the daily activities of NIR analysis. Student workers will assist
in sample preparation and analysis. Fringe benefits and insurance have been charged per Texas A&M University System policy.
Materials and Supplies: Includes all necessary material for NIR analysis, including but not limited to sample bags, grinding and sample vials.
Other Costs: Wet chemistry will be required for a subset of samples.

Equipment: Includes NIR spectrophotometer, grinder and drier for preparing samples.

C. Genotyping/MAB
Personnel: 50% time salary for Natalie Unruh (senior technician) is requested for year one and two increasing to 100% in years 3-5 reflecting
the increasing need for marker-assisted breeding and graphical genotyping anticipated as the project moves forward. Wages for student workers
are included to help with tissue and DNA preparation. Fringe benefits and insurance are charged per Texas A&M University System policy.
Materials and Supplies: Includes all reagents for DNA extraction, marker development and application of Taqman assays and graphical
genotyping assays.
Capital costs: A genogrinder is required for tissue disruption and DNA isolation and a nanospectrometer is required for quantification of DNA.

D. Technology Development/Solexa.
Personnel: Support for a 100% FTE post-doc is requested to carry out the development and testing of RSL-graphical genotyping and
expression profiling technology using the Solexa sequencer. Fringe Benefits and insurance are charged per Texas A&M University policy.
Materials and Supplies : Funding is requested for the preparation of samples, sequence validation on capillary platforms, for trial runs on the
Solexa sequencer and reagent costs associated with data collection once a sequencer is installed at TAES. Supplies will also be used for RNA
preparation, qRT-PCR validation and preparation of SAGE samples for digital profiling experiments.
Capital Costs: A nanospectrophotometer and additional PCR machines are required to quantify and amplify small amounts of RNA and DNA
involved in the proposed studies. Partial support towards the purchase of a Solexa sequencer is requested in the amount of $200,000.

E. Genome Platform.

                                                                  Page 38 of 45
Personnel: Support for 50% of Natalie Unruh‘s time, 27% of Dr. Arun Sharma‘s salary,
and 50% of a CS (computer science) graduate student‘s time is requested for two years to help with alignment of the DOE sequence to the
TAES genetic and physical map and related genome map enhancement activity (including support for graphical genotyping, expression tag
mapping and QTL mapping studies). Continued support for the computer science graduate student for bioinformatics is requested for the
duration of the project. Fringe benefits and insurance are charged per Texas A&M University System policy.
Material and Supplies: Materials such as primers, PCR, gels and other reagents for mapping sequence contigs onto the genome map is
requested for two years. A baseline budget for genome platform enhancement is requested for years 3-5.
Other: Tuition and partial fees are requested for the graduate student per Texas A&M University System policy.
Capital Costs : Computers to enhance our ability to handle genome sequence data, genotyping information and Solexa data are needed to carry
out the proposed research.

F. Traits, QTL and Gene Discovery.
Three projects involving genetic mapping and the discovery of genes associated with bioenergy traits are described, with a fourth project
starting in year 4 on a trait target to be named. Personnel, materials and supplies associated with these projects have been estimated based on
past map-based gene discovery projects. Capital costs are for a freeze-mill grinder needed to isolate tissue for RNA extraction.

                                                                  Page 39 of 45
                                             Appendix C
                               to the Sponsored Research Agreement
          between Ceres, Inc. and The Texas Agricultural Experiment Station of The Texas
                                      A&M University System
                                          Project Diagram
                        Process for Developing Sorghum Bioenergy Genotypes
                                                 [***]

                                             Page 40 of 45

Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
                                                             Appendix D
                                             to the Sponsored Research Agreement
                        between Ceres, Inc. and The Texas Agricultural Experiment Station of The Texas
                                                     A&M University System
                                                            Breeding Plan


Objective     Develop bioenergy sorghum [***]

Product:      (1) High biomass cellulosic [***] and

              (2) high [***] sorghum [***]

Year          Task

Objective 1   Sweet Sorghum Line and [***] Development ([***]-line, Fig. 1; [***]-line, Fig. 2)

Year 0

Summer        Make Breeding [***]

Winter        Grow out [***] and [***]

Year 1

Summer        Grow out [***] populations, crush and select for [***], [***] quantity and agronomic desirability

Winter        For [***]-lines, [***] to [***] for [***]

              For [***]-lines, advance, [***] and select ([***], [***] and agronomic)

Year 2

Summer        For [***]-lines, advance in [***]

              For [***]-lines, [***] and make [***] for evaluation

Winter        For [***]-lines, advance in [***]

              For [***]-lines, make preliminary evaluation of [***], and advance lines with selection

Year 3

Summer        For [***]-lines, advance in [***]

              For [***]-lines, evaluate [***] and advance lines to [***] status. Evaluate lines for [***] and [***], make additional [***]
              for further testing and selection

Winter        For [***]-lines, advance in [***], make [***] for evaluation

                                                             Page 41 of 45

              Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
Year 4

Summer          For [***]-lines, advance in [***] until [***], make additional [***] for evaluation, and evaluate [***] in multiple locations,
                including evaluations of line in [***] areas, rating for [***], etc.

                For [***]-lines, evaluate [***] and advance lines to [***] status. Evaluate lines for [***] and [***], make additional [***]
                for further testing and selection

Winter          For [***] lines, use only if additional [***] or [***] are needed.

Year 5

Summer          For [***]-lines, use only if additional [***] or [***] are needed, make additional [***] for evaluation, and evaluate [***] in
                multiple locations, including evaluations of line in [***] areas, rating for [***], etc.

                For [***]-lines, as conditions merit, release and [***] of [***] for new [***]

Winter          Identify the best [***], [***] for eventual [***] to [***]

Year 6

Summer          Release

NOTES           1. The primary need in sweet sorghum [***] is for sweet, [***] type [***]-lines for use as [***] in [***]. Initial material is
                [***], but additional material is in the pipeline which will have enhanced [***], specifically [***] and possibly [***].

                2. [***] have not been used to date in this process, but they could be useful in several phases.

                3. Mapping of [***] for [***] and [***] is being completed, and these would be candidates for MAB.

                4. The [***] process was initiated earlier, but takes longer than the [***]-line process. Thus, the new [***]-lines will be out
                slightly ahead of [***]-line material. As a [***], we envision using the [***] sweet sorghum [***].


 Figure 1. Flow Diagram for the development of [***] lines for sweet sorghum [***]. The [***] diagram depicts the [***] of the program
 with the pipeline behind being filled as well.

 Summer 0                   [***]                                                                                        Texas

 Winter 0                                                                                                                S. TX

 Summer 1                                                 Select specific genotypes, [***], [***], etc.                  Texas

 Winter 1                                                 Initiate [***]                                                 S. TX

 Summer 2                                                                                                                Texas

 Winter 2                                                                                                                S TX

 Summer 3                                                                                                                Texas

 Winter 3                                                 Make [***]                                                     S TX

 Summer, Winter 4 and 5                                   [***] Evaluation                                               TX, others

 Summer 6                                                 [***] Evaluation                                               TX, others

                            Release [***]
                                             Page 42 of 45

Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
  Figure 2. Flow Diagram for the development of [***] lines for sweet sorghum [***]. The [***] diagram depicts the [***] of the program
  with the pipeline behind being filled as well. We envision that [***] will be made using [***] sweet [***] as [***]. This program is designed
  to [***]-lines.


  Summer 0                    [***]                                                                                        Texas

  Winter 0                                                                                                                 S. TX

  Summer 1                                                                                                                 Texas

  Winter 1                                                  Select specific genotypes, [***], [***], etc.                  S. TX

  Summer 2                                                  Make Preliminary [***]                                         Texas

  Winter 2                                                  [***] Evaluation                                               S TX
  Summer 3

  Summer 3                    Make [***]                    [***] Evaluation                                               Texas

  Summer 4, 5                                               Advanced [***] Evaluation                                      Texas, others

                              Release [***] based line, [***] performance


Year              Task

Objective 2       High Biomass [***] (Figure 3)

Year 0

Summer            Evaluation of germplasm and identification of best genotypes (select [***] genotypes)

Winter            [***] of Selected Germplasm

                  [***] selected Germplasm to Potential [***] and Harvest [***]

                  Make [***] to introgress the appropriate [***], [***], and [***] into [***] germplasm

Year 1

Summer            Evaluation of [***] to identify those with [***] (with the goal of selecting the top [***]-[***] and identifying the [***] of
                  this material).

                  Save [***] sample of parents and [***] to assess [***] and [***] potential and to determine [***] of the [***] in [***]
                  ([***], [***], [***]).

                  Growout and [***] (treat to [***], [***], [***])

                                                                  Page 43 of 45

                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
Winter   Based on [***] in [***], growout [***] population of each selected [***]. Plan on growing at least [***] (possibly more).
         MAB screening of breeder-selected material to identify the most desirable [***] and recovery of [***] genotype ([***]).

         Marker analysis with [***] ([***]/[***]/[***]), [***] ([***]), other selected genes, and ~[***].

         [***] with [***], selected [***] and [***]% or greater [***] of the adapted parent

         [***] selected individuals in each population [***] to the [***] germplasm ([***])

Year 2

Summer   Growout selected [***] progeny (total of [***]), evaluate for [***], and make [***] for future evaluation. Goal

         Save [***] sample of parents to assess [***]; use as [***] based on information from Summer 1

         Growout and [***] (treat to [***], [***], [***])

Winter   Growout [***] populations ([***]). MAB screening of breeder-selected material to identify the most desirable [***] and
         recovery of [***] genotype ([***] Q: Bill do we still plan to do this?).

         Marker analysis with [***] ([***]/[***]/[***]), [***] ([***]), other selected genes, and ~[***].

         [***] with [***], selected [***] and [***]% (more?) or greater [***] of the adapted parent

         Advance [***] through [***]

Year 3

Summer   Growout [***] lines and [***]populations

         For [***], grow in multiple locations: CS for [***], advance and additional [***]. In SE US, evaluate for [***] and [***] for
         adaptation and [***] to [***]. For the [***], grow in College Station and [***].

         Marker analysis, and [***] and cleanup (for [***])

         Evaluate [***] in at least [***], replicated, preferably on [***] different testers.

         Samples for [***] if appropriate

Winter   Selected [***] lines grown for final [***], expanded [***] to identify specific [***]

         Advance [***] lines

Year 4

Summer   Single [***] Lines: Expanded [***] Testing and Evaluation, [***] logistics, [***] evaluation, [***], etc.

         [***] lines; grow in multiple locations: CS for [***], advance and additional [***]. In SE US, evaluate for [***] and [***]
         for adaptation and [***] to [***].

                                                          Page 44 of 45

         Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
                Marker analysis, and [***] and cleanup

Winter          Selected [***], evaluation as needed

Year 5

Summer          Multilocation testing and evaluation for selection of best [***]. Selected lines released to [***] for [***] and release.

Year 6

Summer          Seed of the lines and [***] commercially available.


 Figure 3. Flow Diagram of Breeding Program for the development of [***] for [***] bioenergy [***].

 Summer 0                   [***]                          Screen [***] Germplasm                                         Texas

 Winter 0                                                  Make [***] with Selected [***]                                 Puerto Rico

 Summer 1                                                  [***] eval (check [***] status)                                Texas

 Winter 1                                                  Select                                                         Puerto Rico

 Summer 2                                                  Make Preliminary [***]                                         Texas

 Winter 2                                                                                                                 Puerto Rico

 Summer 3                                                  [***] Eval.                                                    Texas

 Winter 3                                                  select                                                         Texas

 Summer 4, 5                                               [***] Eval.                                                    Texas, others

                            Release [***] based on [***]


                                                                    Page 45 of 45

               Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
                                                              AMENDMENT I
to the Sponsored Research Agreement between Ceres, Inc. (―CERES‖) and Texas AgriLife Research (formerly The Texas Agricultural
Experiment Station) of The Texas A&M University System (―AGRILIFE‖) effective as of August 29, 2007 (the ―Agreement‖).
  1.    The Parties agree to amend Article 1.A. to read as follows:

        ―AGRILIFE agrees to perform the work set forth in Appendix A and Appendix A-I (jointly the ―Program‖) entitled respectively
        ―Crop Development Using Marker-Assisted Breeding‖ and ―Enhancing the Sweet Sorghum Breeding Program‖.‖

  2.    The Parties agree to add the ―Enhancing the Sweet Sorghum Breeding Program‖ attached hereto as Attachment I as Appendix A-I to
        the Agreement and Attachment II as Appendix B-I to the Agreement.

  3.    The Parties agree to add a sentence in Article 3.A. to read as follows:



        ―CERES agrees to pay for the direct and indirect cost of work of this Agreement to a maximum amount of four million three hundred
        ninety three thousand one hundred fifty eight dollars ($4,393,158) as described in the budget and attached as Appendix B ... Further,
        Ceres agrees to pay for the direct and indirect cost of this Agreement to a maximum amount of five hundred thousand dollars
        ($500,000) as described in the budget and attached as Appendix B-I . AGRILIFE will invoice CERES when the payments become
        due.‖



  4.    The Parties agree that this Amendment I is effective as of June 18, 2008.

  5.    For the remainder, the Agreement remains unchanged and this Amendment I shall form an integral part thereof.

Made in two (2) copies.


For Ceres, Inc. (―CERES‖)                                                  For Texas AgriLife Research (―AGRILIFE‖)

By: /s/ RICHARD FLAVELL                                                    By: /s/ MARK A. HUSSEY

Name: Richard Flavell, CBE, FRS                                            Mark A. Hussey
Title: Chief Scientific Officer                                            Director, Texas AgriLife Research
                                                                           Interim Vice Chancellor for Agriculture and Life Sciences
                                                                           Interim Dean, College of Agriculture and Life Sciences

                                                                   Page 1 of 7
For Ceres, Inc. (―CERES‖)

By:      /s/ RICHARD HAMILTON
Name:
         Richard Hamilton
Title:   President & Chief Executive Officer

                                               Page 2 of 7
                                                                     Attachment I
                                                                    Appendix A-I
―Enhancing the Sweet Sorghum Breeding Program‖

W.L. Rooney, Sorghum Breeding, Texas A&M University
Summary: Ceres and Texas AgriLife Research have an existing relationship to develop bioenergy sorghums. Initial efforts have focused on the
development of photoperiod-sensitive high biomass sorghums with secondary emphasis on the development of sweet sorghum. Recent
developments in energy production and regions of production have focused additional importance on sweet sorghum. Thus, there is a need to
enhance and increase the development of sweet sorghum germplasm, parental lines and hybrids. This describes the enhancement and activities
that would be associated with increased funding for sweet sorghum improvement.
Introduction: The DOE has set a goal of supplying 30% of 2004 transportation fuels consumed with biofuels by 2030 to curb America‘s
addiction to oil, but it is clear that starch- and sucrose-based feedstocks are not sufficient to achieve this goal. As a result, the conversion of
cellulosic feedstocks into ethanol has been recognized as an essential component of the overall biofuel strategy in the U.S.
Several different plant species, such as (sorghum, switchgrass, energycane) are now being proposed as lignocellulosic bioenergy crops. There
are several different types of sorghum that have potential as a biofuel crop. Initial interest in sorghum was focused on cellulosic biomass
production, but many regions of the world have realized that production of a sweet sorghum maybe a better fit for their situation. Sweet
sorghums have the potential to produce high total biomass, sugar, starch and cellulose. A major limitation to the use of sweet sorghums is that
paucity of sweet sorghum hybrids. Current forage hybrids do not work and sweet cultivars are limited in distribution by seed production
problems.
Currently, Agrilife Research has developed a set of sweet A/B pairs that can be used to produce sweet sorghum hybrids. We envision that first
generation hybrids will use existing sweet sorghum cultivars as pollinators. While this is not optimized, it is the most effective method to
produce hybrids quickly. Significant improvements on both the seed parent and the pollinator will result in second generation hybrids that have
better agronomics, higher yields, and improved quality. The sorghum program at Agrilife Research has been developing populations to produce
lines for the second generation of sweet sorghum hybrids.
Ceres and Agrilife Research have an existing relationship to develop sorghum as a bioenergy crop. While sweet sorghum is included in this
relationship, it was initially listed as a lower priority than the development of a cellulosic sorghum biofuel feedstock. Given the increased
interest in the sweet sorghum germplasm, the funding requested in this proposal is designed to increase research and development activities
specifically in the sweet sorghum development.

                                                                      Page 3 of 7
Research Approach:
Research Approach: For both [***] and [***] line sweet sorghum breeding efforts, a [***] breeding approach is currently is used (Fig. 1 and
2); this approach is supplemented in the [***] with a [***] breeding approach to incorporate [***] to produce the [***]-line from the
[***]-lines. The [***] procedure does add time to the process; this modified through the use of [***] to produce [***]a [***].
In the [***]-line breeding program, the breeding pipeline is composed of germplasm in the [***], [***] ([***]), [***] ([***]) and [***] ([ ***])
generations ([***]number in parentheses). The populations represent [***] of sweet [***]existing [***] with [***]. These lines have been
selected for [***] content (>[***]%), [***] as a [***], and agronomic desirability. As they advance, [***], [***], and [***] (specifically, [***]
and [***]) will be evaluated. Additional populations are continually being developed and emphasis will be placed on [***].
In the [***]-line breeding program, the breeding pipeline is composed of germplasm in the [***], [***] ([***]), [***] ([***]) and [***] ([***])
generations ([***] number in parentheses). The populations represent [***] of sweet [***] existing [***] with [***] as well as sweet [***] as
well. These lines have been selected for [***] content (>[***]%), complementary [***] as a [***], and agronomic desirability. As they
advance, we will evaluate [***] as a [***] and [***], [***], and [***] (specifically, [***] and [***]) will be evaluated.
As experimental [***] hybrids are developed, Ceres will conduct [***] evaluations in multiple environments to identify the best [***] and the
specific [***] for further testing. Evaluation shall include, but is not limited to [***] to [***], [***], [***] ([***] and [***]), and [***] and
[***].
The approaches described herein are not unlike those to be used in a traditional breeding program; current Ceres funding is primarily directed at
the high biomass research. If the sweet sorghum program is continue at a similar pace, the funding requested is required.
Expected Results: This funding will expand the size and scope of the sweet sorghum breeding program, allowing our cooperative efforts to
advance for both the high biomass sorghums (for cellulosic conversion applications) and the sweet sorghums (for sugar based conversion
applications). From this program, we expect to produce the lines needed for the second generation of sweet sorghum hybrids. First generation
hybrids have emphasized the development of hybrids that are sweet and produce sugar as primary trait; there has been less attention devoted to
improved quality, enhanced yield, more desirable maturity, and improved disease resistance. The sweet sorghum breeding program has been
engaged in sweet sorghum breeding for over four years, we have a 4 year advantage on other projects that are now being initiated. This funding
is critical to maintain this advantage.

                                                                    Page 4 of 7

                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
\


                                                                  Attachment II
                                                                  Appendix B-I
Budget and Timeline for Enhancing the Sweet Sorghum Breeding Program: We propose a four year program that will match the minimum
terms for the existing breeding and genomics proposal.

Item                                               Year 1               Year 2                Year 3               Year 4                Total

Labor
Research Associate (salary, fringe)            $    61,775          $    55,675           $    57,345          $    59,066          $ 233,861
Undergraduate Labor                            $    10,000                                                                          $ 10,000
Equipment                                      $    18,000                                                                          $ 18,000
Expendable Supplies                            $    15,457          $     3,585           $     3,415          $     2,565          $ 25,022
Composition Analysis                           $    10,000          $     3,000           $     2,500          $     2,000          $ 17,500
Field Expense                                  $    15,000          $     3,000           $     2,500          $     2,028          $ 22,528
Travel                                         $    12,000          $     3,000           $     2,500          $     2,601          $ 20,101
Direct Cost                                    $ 142,232            $    68,260           $    68,260          $    68,260          $ 347,012
Indirect Costs                                 $    57,768          $    31,740           $    31,740          $    31,740          $ 152,988
Total                                          $ 200,000            $ 100,000             $ 100,000            $ 100,000            $ 500,000

Budget Justification: A research assistant will be hired and this individual will be responsible for coordinating and managing the breeding
program for sweet sorghum line development hybrid evaluations. A modest amount of funding for undergraduate labor is included. These
individuals will assist in the day to day activities associated with the program. Capital equipment is budgeted in this project for a vehicle.
Expendable supplies will include bags, tags, envelopes, fuel and maintenance expenses associated with the project. Composition analysis
includes cost associated with quality analysis of the juice, bagasse or total biomass. It may include both NIR and HPLC measurements as
needed. Field expenses include land preparation, rental, and fertilization/insecticide applications. Finally, travel funds are requested to offset
cost associated with travel to and from research locations within Texas as well as a winter nursery site in Puerto Rico. It is expected that in-kind
contributions from Ceres in seed production in off season nurseries and the evaluation of testcross hybrids will be necessary to meet the goals
of this project at its current funding level.
Figure 1. Flow Diagram for the development of A/B lines for sweet sorghum hybrid production. This scheme is similar to the original plan but
modified to reflect the more advanced state of development.

                                                                    Page 5 of 7
Summer 0                   [***]                                                                                   Texas

Winter 0                                                                                                           S.TX

Summer 1                                                                                                           Texas, other locations

Winter 1                                               Head to row selection specific genotypes [***],[***],       S.TX
                                                       agronomics, [***],[***], etc.
Summer 2                                                                                                           Texas

Winter 2                                               Initiate [***]                                              S TX

Summer 3                                               Make [***]                                                  Texas

Winter 3                                                                                                           S TX

Summer, Winter 4 and 5                                 [***]                                                       TX, others

Summer x                   Release [***]               [***]                                                       TX, others
Figure 2. Flow Diagram for the development of R-lines for sweet sorghum hybrid production. We envision that initial hybrids will be made
using currently available sweet varieties as pollinators. This program is designed to produce future R-lines.

                                                                 Page 6 of 7

                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
Summer 0                [***]                                                                                 Texas

Winter 0                                                                                                      S. Texas

Summer 1                                           Head to row selection specific genotypes [***],[***],      Texas
                                                   agronomics, [***],[***], etc.
Summer 2                                                                                                      Texas, Other

Winter 2                                                                                                      S. Texas

Summer 3                                           Make Preliminary                                           Texas
                                                   [***]

Summer 4                Make [***]                 [***]Evaluation                                            Texas, Other

Summer 5, 6             Release [***]based on      Advanced [***]                                             Texas, others
                        line and [***]             Evaluation
                        performance

                                                             Page 7 of 7

              Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
                                                              AMENDMENT II
to the Sponsored Research Agreement between Ceres, Inc. (―CERES‖) and Texas AgriLife Research (formally The Texas Agricultural
Experiment Station) of The Texas A&M University System (―AGRILIFE‖) effective as of August 29, 2007 (the ―Agreement‖).
  1.    The Parties agree to amend Article 1.A. to read as follows:

        ―AGRILIFE agrees to perform the work set forth in Appendix A , Appendix A-I and Appendix A-II (jointly the ―Program‖) entitled
        respectively ―Crop Development Using Marker-Assisted Breeding‖, ―Enhancing the Sweet Sorghum Breeding Program‖ and
        ―Management Practices for Efficient Production of High Biomass and Sweet Sorghums‖.‖

  2.    The Parties agree to add the ―Management Practices for Efficient Production of High Biomass and Sweet Sorghums‖ attached hereto
        as Attachment I as Appendix A-II to the Agreement and Attachment II as Appendix B-II to the Agreement.

  3.    The Parties agree to add a sentence in Article 3.A. to read as follows:



        ―CERES agrees to pay for the direct and indirect cost of work of this Agreement to a maximum amount of four million three hundred
        ninety three thousand one hundred fifty eight dollars ($4,393,158) as described in the budget and attached as Appendix B ... Further,
        Ceres agrees to pay for the direct and indirect cost of this Agreement to a maximum amount of five hundred thousand dollars
        ($500,000) as described in the budget and attached as Appendix B-I . Further, Ceres agrees to pay for the direct and indirect cost of
        this Agreement to a maximum amount of one hundred ninety nine thousand nine hundred seventy six dollars ($199,976) as described
        in the budget and attached as Appendix B-II. AGRILIFE will invoice CERES when the payments become due.‖



  4.    The Parties agree that this Amendment II is effective as of July 15, 2008.

  5.    For the remainder, the Agreement remains unchanged and this Amendment II shall form an integral part thereof.
Made in two (2) copies.

                                                                   Page 1 of 6
For Ceres, Inc. (―CERES‖)                            For Texas AgriLife Research (―AgriLife‖)

By:   /s/ RICHARD FLAVELL                            By:     /s/ MARK A. HUSSEY
Name: Richard Flavell, CBE, FRS                      Mark A. Hussey
Title: Chief Scientific Officer                      Director, Texas AgriLife Research
                                                     Interim Vice Chancellor for Agriculture and Life Sciences
                                                     Interim Dean, College of Agriculture and Life Sciences

For Ceres, Inc. (―CERES‖)

By:   /s/ RICHARD HAMILTON
Name: Richard Hamilton
Title: President & Chief Executive Officer

                                             Page 2 of 6
                                                                 Attachment I
                                                                Appendix A-II
                                                            Proposal to Ceres
                                             Management Practices for Efficient Production of
                                                   High Biomass and Sweet Sorghums
                                          J.M. Blumenthal, Sorghum Cropping Systems Specialist
1. Introduction:
Many plant species have the potential to be used as dedicated bioenergy crops and each has unique ecological and botanical features. For Texas
and the Southern and Central U.S. region, sorghum ( Sorghum bicolor L. Moench) is a logical choice due to its high productivity, drought
tolerance, established production systems, and genetic diversity. Sorghum is a versatile feedstock for conversion to renewable fuels utilizing
three crop component approaches. Starch in the sorghum grain is already utilized since it is easily converted to ethanol with similar efficiency
using the same methodologies as corn. Sweet sorghum stalks, traditionally used to produce sorghum syrup, can be milled and sugar from
extracted juice can be fermented to ethanol using the same methods as in sugarcane processing. Finally, as cellulosic conversion technologies
progress, newly developed high-biomass sorghum hybrids have the potential to become an ideal lignocellulosic feedstock, because of their
ability to produce high tonnage with a higher water-use efficiency that conventional forage sorghum(Bean and McCollum, 2006; TCE
publication SCS-2006-04).
Management guidelines for producing either sweet or high biomass sorghums in Texas (or anywhere else) are almost non-existent. While
management recommendations for producing hay or silage from forage sorghums are available, they are of limited relevance for sucrose
production in sweet sorghum stalks or management of high biomass sorghums that have plant heights of 4-6 m and stalk diameters of 3-6 cm.
The most closely related production information may be found in management guidelines for sugarcane. Therefore, we believe that production
information and management guidelines for these novel sorghums should be developed simultaneously with the breeding effort in an
interdisciplinary approach.
Using this approach, the release of new genotypes will be integrated with deployment of associated management practices into appropriate
agricultural regions of Texas. Adaptation of these new sorghums will be evaluated across the diverse agroecological zones of Texas and basic
production practices such as optimum seeding rate, planting and harvesting guidelines, and other cropping components can be assessed. In
addition, it is essential that optimum nutrient and water management guidelines be determined because these inputs are critical to overall
profitability and energy balance associated with biomass cropping systems. Potential disease and insect problems will be identified and
addressed. All crop production factors can be incorporated into appropriate crop production budgets and modeling efforts. This comprehensive
plan will simultaneously promote rapid adoption of new genotypes and their associated management systems to increase likelihood of producer
success and maximize economic impact.
2. Specific Objectives:

                                                                   Page 3 of 6
1) Examine adaptability of high biomass sorghum and sweet sorghum to the High Plains, Central, and Coastal areas of Texas.
2) Evaluate the effect of plant population on yield, agronomics, plant composition, sugar concentration, and profitability of high biomass
sorghum and sweet sorghum.
3) Determine nutrient requirement of high biomass sorghum and sweet sorghum under various environments.
3. Material and Methods:

Objective 1: Hybrid adaptation and evaluation
Experiments will be conducted at Amarillo (irrigated), College Station (rainfed and irrigated), east Texas (China) (rainfed), and the Rio Grande
Valley (Monte Alto) (irrigated). In each experiment, most advanced materials from the TAMU-Ceres biomass and sweet sorghum program will
be planted in small plots (min. of 4 rows × 15‘). Plants will be grown in 30-inch rows (Amarillo, College Station and China), or 40-inch rows
(Monte Alto), respectively. Initially seeding rates for the different regions will be based on conventional forage sorghum guidelines. The
fertilization requirement will be estimated based on the difference between nutrient measured in deep soil samples (N: 0‘—3‘; P, K,
Micronutrients: 0-8‖) and the plant requirement estimated by yield goal. Weed control will be atrazine applied preplant or early post
emergence. Experiments requiring irrigation at Amarillo, College Station, and Monte Alto will be furrow irrigated. Insect control measures will
be taken as warranted by pest pressure. At College Station, China, and Monte Alto all sorghum plants will be harvested for the first time when
the head-producing hybrids are in the soft-dough growth stage. Thereafter a ratoon crop will be grown and all sorghum plants will be harvested
when the head-producing plants reach the soft-dough growth stage for the second time (dependent on growing conditions and hybrid maturity,
a third crop will be harvested at Monte Alto). At Amarillo, due to is shorter growing season, it is likely that only one harvest will be performed
in late September. Agronomic data (such as plant height, lodging, biomass production, and plant moisture) and compositional data (analyzed at
the TAMU sorghum quality lab for the biomass hybrids and sucrose yield and concentration for the sweet sorghums and nutrient removal of
both the sweet and biomass sorghums) will be collected at all locations. Experimental design will be a randomized complete block with 4
replicates. Data will be subjected to ANOVA.

                                                                   Page 4 of 6
Objective 2: Plant populations
Experiments will be conducted at Amarillo (irrigated), College Station (rainfed and irrigated), China (rainfed), and Monte Alto (irrigated). With
the exception of plant populations, agronomic practices will be as described for objective 1. In this study we will evaluate the effect of varying
plant populations on the two most promising biomass sorghums and the two most promising sweet sorghums developed by the TAMU-Ceres
program. Plant populations tested are 40,000, 60,000, 80,000, 100,000, and 120,000 plants per acre. Agronomic and quality data will be
gathered as described in objective 1. Experimental design will be a randomized complete block with 4 replicates. Data will be subjected to
ANOVA and regression analysis.

Objective 3: Nutrient requirement
Experiments will be conducted at Amarillo (rainfed and irrigated), College Station (rainfed and irrigated), China (rainfed), and Monte Alto
(irrigated). With the exception of nitrogen management, agronomic practices will be as described for objective 1. In this study we will evaluate
the effect of N fertilization on the two most promising biomass sorghums and the two most promising sweet sorghums developed by the
TAMU-Ceres program. Nitrogen rates tested are 0, 60, 120, 180, 240, and 300 lb N per acre. Agronomic and quality data will be gathered as
described in objective 1. Experimental design will be a randomized complete block with 4 replicates. Data will be subjected to ANOVA and
regression analysis.
4. Timeline:

                                                                                                     Obj. 1            Obj. 2            Obj. 3
Year 1                                                                                                 X                 X
Year 2                                                                                                 X                 X
Year 3                                                                                                 X                                   X
Year 4                                                                                                 X                                   X

5. Deliverables:
Annual reports will be submitted to Ceres. Studies will be featured at AgriLife Research and Extension field days. Extension bulletins will be
prepared discussing high biomass sorghum and sweet sorghum hybrid adaptation and best management practices. Presentations will also be
made at local, regional, and national level to showcase research and to introduce producers and industry to the potential of high biomass
sorghum and sweet sorghum as biofuel crops.

                                                                   Page 5 of 6
                                    Attachment II
                                    Appendix B-II

                                        Year 1        Year 2     Year 3     Year 4
Program specialist (20%)
   Salary                            $ 12,950       $ 12,950   $ 12,950   $ 12,950
      Fringe Benefits & Insurance    $ 3,410        $ 3,410    $ 3,410    $ 3,410
Salary enhancement program
   Dr. Blumenthal
      Salary                         $ 14,553       $ 14,553   $ 14,553   $ 14,553
      Fringe Benefits & Insurance    $ 3,447        $ 3,447    $ 3,447    $ 3,447
Total Direct Costs                     34,360         34,360     34,360     34,360
Institutional overhead (45.5%)         15,634         15,634     15,634     15,634
Total costs                            49,994         49,994     49,994     49,994

                                      Page 6 of 6
CONFIDENTIAL


                                                              AMENDMENT III
to the Sponsored Research Agreement between Ceres, Inc. (―CERES‖) and Texas AgriLife Research (formerly the Texas Agricultural
Experiment Station) of The Texas A&M University System (―AgriLife‖) effective as of August 29, 2007, as amended (the ―Agreement‖).
   1.     The Parties agree to add a new Article 15.M as follows:

          ―M. Notwithstanding anything to the contrary in this Article 15, the Parties agree that the Materials provided to CERES pursuant to
          Section B of Appendix A of the SRA may be supplied to parties with whom CERES has entered into collaboration or evaluation
          agreements (―Collaborators‖), provided that Collaborators (i) will only be allowed to use such Materials for the purpose of the
          implementation of their agreement or agreements with CERES, and (ii) will be subject to obligations consistent with Articles 15.C,
          15.D, 15.E, 15.F and 15.I. CERES will provide to AgriLife information with respect to the Materials feedstock composition generated
          pursuant to CERES‘ agreements with Collaborators and which CERES has the right to communicate to AgriLife; such information
          will be deemed Confidential Information of CERES.

   2.     The Parties agree that this Amendment III is effective as of October 22, 2008.

   3.     For the remainder, the Agreement remains unchanged and this Amendment III shall form an integral part thereof.
Made in two (2) copies.



For Ceres, Inc. (―CERES‖)                                              For Texas AgriLife Research

By:     /s/ RICHARD FLAVELL                                            By:    /s/ BILL DUGAS                               27/1/09
Name: Richard Flavell, CBE, FRS                                        Bill Dugas
Title: Chief Scientific Officer                                        Deputy Director, Texas AgriLife Research

For Ceres, Inc. (―CERES‖)                                              For Texas AgriLife Research

By:     /s/ RICHARD HAMILTON                                           By:    /s/ MARK A. HUSSEY                           27/1/09
Name: Richard Hamilton                                                 Mark A. Hussey
Title: President & Chief Executive Officer                             Vice Chancellor & Dean of College of Agriculture
                                                                       and Life Sciences

                                                                    Page 1 of 1
CONFIDENTIAL


                                                                AMENDMENT IV
to the Sponsored Research Agreement between Ceres, Inc. (―CERES‖) and Texas AgriLife Research (formerly the Texas Agricultural
Experiment Station) of The Texas A&M University System (―TAES‖) effective as of August 29, 2007, as amended (the ―Agreement‖).
  1.      The Parties agree to add a new Article 15.N as follows:

          ―N. Notwithstanding anything to the contrary in this Agreement, the Parties agree that any Materials provided by TAES to CERES
          pursuant to this Agreement which are germplasm or Lines may be used by CERES for the following purposes: (a) creating hybrids
          using Materials and/or other germplasm or lines and (b) research activities with, and trialing and evaluating of (i) the Materials and
          any hybrids made using Materials and (ii) any plant material or seed derived from such Materials or hybrids. Further, such Materials
          and any hybrids derived therefrom and any plant material or seed of any of the foregoing may be supplied by CERES to parties with
          whom CERES has entered into collaboration, evaluation, material transfer or field evaluation agreements (―Collaborators‖) or to any
          subcontractors of Ceres (―Subcontractors‖), provided that Collaborators and Subcontractors (i) will only be allowed to use such
          Materials for the purpose of the implementation of their agreement or agreements with CERES, (ii) will be subject to obligations
          consistent with Articles 15.C, 15.D, 15.E, 15.F and 15.I and (iii) will only perform activities as referred to in (a) or (b) hereinabove.
          Any commercialization by CERES of Material or hybrids therefrom will be governed by the relevant clauses of this Agreement, the
          IPRA and/or license agreements which may be entered into by the Parties.‖

  2.      The Parties agree that this Amendment IV is effective as of the start of the Program Term.

  3.      For the remainder, the Agreement remains unchanged and this Amendment IV shall form an integral part thereof.
Made in two (2) copies.


For Ceres, Inc. (―CERES‖)                                                For Texas AgriLife Research (―AgriLife‖)

By:    /s/ Richard Flavell                                               By:       /s/ Bill Dugas                                   7/4/09
Name: Richard Flavell, CBE, FRS                                          Bill Dugas
Title: Chief Scientific Officer                                          Interim Director, Texas Agricultural Experiment
                                                                         Station

                                                                     Page 1 of 2
For Ceres, Inc. (―CERES‖)                            For Texas AgriLife Research (―AgriLife‖)

By:   /s/ RICHARD HAMILTON                           By:    /s/ MARK A. HUSSEY
Name: Richard Hamilton                               Mark A. Hussey
Title: President & Chief Executive Officer           Vice Chancellor & Dean, Agriculture and Life Sciences

                                             Page 2 of 2
                                                                                                                                  Exhibit 10.14
Pages where confidential treatment has been requested are stamped ‗Confidential Treatment Requested and the Redacted Material has been
separately filed with the Commission,‘ and the confidential section has been marked as follows: [***].
                                               Material Transfer and Evaluation Agreement
                                                                   between
                                                                  Ceres, Inc.
                                                                      and
                                                     The Texas A&M University System
   This material transfer and evaluation agreement (―Agreement‖) is made and entered into by and between Ceres, Inc. (―CERES‖), a
corporation with principal offices at Thousand Oaks, California, and The Texas A&M University System (―SYSTEM‖), of which Texas
AgriLife Research (―TAES‖), is a part, having principal offices in College Station, Texas. The parties to this Agreement are collectively
referred to as the ―Parties‖ and individually as a ―Party.‖


                                                            WITNESSETH:
  WHEREAS, TAES has developed experimental sorghum plant materials (―MATERIALS‖) which have not been formally released through
TAES‘ Plant Review Committee; and
   WHEREAS, CERES wishes to obtain reasonable quantities of MATERIALS for testing, evaluation, and breeding purposes; and
   NOW, in consideration of the mutual covenants and premises contained in this Agreement, the receipt and sufficiency of which is
acknowledged, the Parties agree to the following:


                                                        ARTICLE I — DEFINITIONS
1.01   ―MATERIALS‖ means the sorghum germplasm material developed by TAES and provided to CERES under this Agreement, as
       specifically listed in Exhibit A, including any seed or other propagating material, unmodified progeny, mutations, unmodified
       derivatives of MATERIALS, and any portion of MATERIALS as may be contained in or incorporated into DERIVATIVES.

1.02   ―DERIVATIVES‖ means sorghum lines or hybrids created by CERES using one or more of the MATERIALS whether or not
       combined with public material, material of CERES, and/or material of third parties.

1.03   ―KNOW-HOW‖ means any non-publicly available information related to MATERIALS such as sequences, formulas, protocols,
       genetic and physical maps, breeding records, pedigrees, compilations of data, specifications or any other information that may be
       provided by TAES to CERES in a tangible form and marked as ―confidential,‖ and in connection with MATERIALS.

1.04   ―RESEARCH PURPOSES‖ means testing, evaluation, and breeding of MATERIALS, and production of MATERIALS for such
       purposes. RESEARCH PURPOSES excludes any transgenic manipulation of MATERIALS or DERIVATIVES. Furthermore,
       RESEARCH PURPOSES excludes any sale, transfer, or disposition of MATERIALS or DERIVATIVES for commercial exploitation
       purposes.

1.05   ―EFFECTIVE DATE‖ means the date this Agreement has been executed by the last Party.

                                                                  Page 1 of 8                                     Unreleased Germplasm (S4a)
                               ARTICLE II — SUPPLY OF MATERIALS AND OBLIGATIONS OF CERES
2.01    Supply of Materials. Upon receipt of the Materials Transfer Fee as prescribed in paragraph 3.01, TAES will supply to CERES a
        quantity of the MATERIALS as specified in Exhibit A, and will deliver to CERES one copy of KNOW-HOW as it relates to
        RESEARCH PURPOSES, if any. No further supply of MATERIALS is anticipated or guaranteed under this Agreement.

2.02    Obligations of CERES. CERES agrees that its use of MATERIALS, DERIVATIVES, and KNOW-HOW will be subject to the
        following terms and conditions:
       a.   Safety. CERES agrees to use the MATERIALS in a safe manner and in compliance with all applicable laws and regulations.

       b.   CERES‘ Use. MATERIALS, DERIVATIVES, and KNOW-HOW will be used only at facilities under CERES‘ control and strictly
            for RESEARCH PURPOSES. CERES may, however, provide the MATERIALS and DERIVATIVES to a third party under
            contract with CERES solely for the conduct of RESEARCH PURPOSES and only as consistent with this Agreement. CERES is
            responsible for ensuring that such third party is fully informed of, and agrees to comply with, the terms and conditions of this
            Agreement.

       c.   Commercial Use. Any commercial use of MATERIALS, DERIVATIVES, and KNOW-HOW, or any other use outside of
            RESEARCH PURPOSES, is strictly prohibited. ―Commercial use‖ includes sale, lease, license, or transfer of any MATERIAL and
            DERIVATIVES directly, or to third parties for such, and includes performing contract research, and producing or manufacturing
            products for general sale. Furthermore, MATERIALS must not be used in research that is subject to funding, consulting, reporting,
            or licensing obligations, to the extent that options or rights to a third party are granted on MATERIAL or DERIVATIVES as
            consideration for providing funding for the research conducted under this Agreement, unless prior written permission is obtained
            from SYSTEM.

       d.   Commercial Terms. Should CERES desire to use one of more of the MATERIALS or DERIVATIVES for commercial purposes,
            CERES will notify SYSTEM of its interests and the Parties will enter into diligent negotiations in good faith for a commercial
            license for the subject MATERIAL and/or DERIVATIVE of interest (―License Agreement‖). Terms and conditions for a
            commercial license will be determined at the time of such negotiations. Notwithstanding the above, nothing in this Agreement
            should be construed to grant to CERES a commercial license or right from SYSTEM to use the MATERIAL, KNOW-HOW, or
            DERIVATIVES.

       e.   No Transfer. CERES must not transfer or provide MATERIALS, DERIVATIVES, or KNOW-HOW or any portion thereof to any
            other organization or individual than as otherwise allowed in this Agreement without the prior written consent of SYSTEM, or as
            may be provided in the License Agreement. Furthermore, CERES acknowledges that the MATERIALS and KNOW-HOW are the
            valuable and proprietary properties of TAES and SYSTEM and ownership in MATERIALS shall be retained by TAES and
            SYSTEM. CERES will, to the best of its ability, utilize the MATERIALS and KNOW-HOW in a manner that serves to protect the
            proprietary interests of TAES and SYSTEM.

                                                                 Page 2 of 8                                    Unreleased Germplasm (S4a)
       f.       Confidentiality. Each Party agrees to maintain the confidentiality of information transferred from the other Party (―disclosing
                Party‖) that is provided in a tangible form and marked as ―confidential‖ (―Confidential Information‖). Neither Party will publish
                nor disclose to third parties any description or technical information concerning MATERIALS that is obtained by the disclosing
                Party under this Agreement or is the Confidential Information of the other Party without the prior written consent of the disclosing
                Party. For the duration of this Agreement, and furthermore, for five (5) years after the termination or expiration of this Agreement,
                neither Party shall disclose Confidential Information obtained from the disclosing Party concerning MATERIALS to any third
                party without the prior written consent of the disclosing Party. These obligations of confidentiality shall not apply to: (i)
                information which is now under, or hereafter enters, the public domain without a breach of this Agreement; (ii) information known
                to a Party prior to the time of disclosure by the disclosing Party, or independently developed by employees of a Party without
                access to Confidential Information or MATERIALS; (iii) information disclosed in good faith to a Party by a third person legally
                entitled to disclose the same; and (iv) information required to be disclosed by law or order of a court of law or governmental
                agency of competent jurisdiction.

       g.       Publications. CERES must not publicly disclose, or transfer to a third party, any information derived from CERES‘ use of
                MATERIAL and/or KNOW-HOW without prior written consent from SYSTEM, which consent will not unreasonably be
                withheld.


                                                         ARTICLE III — CONSIDERATION
3.01        Materials Transfer Fee. In consideration for the material transfer and rights granted in this Agreement, CERES will remit to SYSTEM a
            one-time nonrefundable Materials Transfer Fee of one thousand two hundred fifty dollars (US$1,250.00), payable within forty-five
            (45) days of the EFFECTIVE DATE.

3.02        Shipping Cost Reimbursement. Shipping or other transportation of the MATERIALS will be F.O.B. TAES and all arrangements are the
            responsibility of CERES. CERES bears all risk of loss, delay, or damage in transit, as well as the cost of freight and insurances.

3.03        Sharing of Information. In additional consideration for the transfer of MATERIALS made to CERES by TAES, CERES will provide
            annual reports to SYSTEM detailing CERES‘ efforts and results with its use of MATERIALS. The information shared with SYSTEM
            in such reports should include information on DERIVATIVES created and results of any genetic analysis conducted by CERES on
            MATERIALS, including DNA fingerprinting, segregation data, phenotypic data, etc. Within thirty (30) days following the completion
            of CERES‘ testing of MATERIALS, or the termination or expiration of this Agreement, whichever is earlier, CERES will deliver to
            SYSTEM a summary report of its efforts and results. TAES agrees not to publish the reports provided by CERES, but TAES may use
            information provided in such reports for its own internal experimental non-commercial purposes. Should TAES desire to disclose to a
            third party information relating to the MATERIALS that has been provided by CERES and is considered CERES‘ Confidential
            Information as provided in paragraph 2.02(f), TAES will first seek prior consent from CERES, which consent will not be unreasonably
            withheld.

3.04        Sharing of Material. In additional consideration for the transfer of MATERIALS made to CERES by TAES, upon request by TAES and
            subject to availability, CERES will supply a reasonable quantity of seed to TAES of seed increases from MATERIALS, and
            information

                                                                      Page 3 of 8                                      Unreleased Germplasm (S4a)
       regarding the amount of seed produced for such MATERIALS, to be used for TAES internal experimental non-commercial purposes.
3.05    More Favored Terms. Following the EFFECTIVE DATE, SYSTEM may elect to enter into material transfer agreements with third
        parties for the MATERIALS or any part thereof that grant such third party the same right to use the MATERIALS or any part thereof
        under terms similar to those contained in this Agreement. Should SYSTEM determine to grant such rights to a third party under more
        favorable terms regarding rights to use the MATERIALS or sharing of information or material, as provided in paragraphs 2.02, 3.03
        and 3.04 of this Agreement, CERES shall be entitled to have this Agreement amended to substitute the terms of such more favorable
        terms regarding rights to use the MATERIALS or sharing of information or material.


                                                        ARTICLE IV- TERMINATION
4.01    Expiration. This Agreement, unless sooner terminated as provided herein, will remain in effect for a period of three (3) years from the
        EFFECTIVE DATE.

4.02    Termination by CERES. CERES may terminate this Agreement by providing written notice to SYSTEM at least thirty (30) days before
        the termination is to take effect.

4.03    Termination by SYSTEM. If CERES materially breaches this Agreement, SYSTEM may give CERES written notice of the breach.
        CERES shall have a period of thirty (30) days from receipt of the notice to cure the breach. If CERES does not cure the breach within
        this period, SYSTEM may terminate this Agreement by giving written notice of termination with immediate effect.

4.04    Disposal of MATERIALS. Upon the expiration or termination of this Agreement and unless otherwise provided in the License
        Agreement or any other agreement executed between the Parties, CERES agrees to destroy or return, at SYSTEM‘s request, all
        quantities of MATERIALS and KNOW-HOW in CERES‘ possession. Upon the expiration or termination of this Agreement and unless
        otherwise provided in the License Agreement or any other agreement executed between the Parties, CERES agrees to destroy all
        quantities of DERIVATIVES in CERES‘ possession. SYSTEM will not be held responsible for any expense or investment whatsoever
        that CERES may have incurred in association with the purposes of this Agreement, or will incur in association with such termination of
        this Agreement.

4.05    Matters Surviving Termination. All accrued obligations and claims, including material transfer fee obligations and claims or causes of
        action for breach of this Agreement, shall survive expiration or termination of this Agreement. Obligations of confidentiality shall
        survive expiration or termination of this Agreement. Articles V, 7.05 and 7.06 shall survive termination of this Agreement. This section
        controls in the case of a conflict with any other section of this Agreement.


                                           ARTICLE V — LIABILITY AND REPRESENTATIONS
5.01    Indemnification. CERES SHALL AT ALL TIMES DURING THE TERM OF THIS AGREEMENT AND THEREAFTER,
        INDEMNIFY, DEFEND AND HOLD HARMLESS SYSTEM, TAES, ITS REGENTS, OFFICERS, EMPLOYEES, AND
        AFFILIATES, AGAINST ANY CLAIM, PROCEEDING, DEMAND, LIABILITY,

                                                                   Page 4 of 8                                     Unreleased Germplasm (S4a)
       OR EXPENSES (INCLUDING LEGAL EXPENSES AND REASONABLE ATTORNEY‘S FEES) WHICH RELATES TO
       INJURY TO PERSONS OR PROPERTY, OR AGAINST ANY OTHER CLAIM, PROCEEDING DEMAND, EXPENSE AND
       LIABILITY OF ANY KIND WHATSOEVER RESULTING FROM CERES‘ USE OF THE MATERIALS, DERIVATIVES,
       AND KNOW-HOW (all the foregoing referred to hereinafter as ―Claims‖) . TAES and/or SYSTEM shall give prompt written notice of
       any Claims or alleged Claims to CERES, and CERES shall have the right, subject to the approval of the Attorney General of the State of
       Texas, to conduct the defense of any such Claims, and TAES and/or SYSTEM shall cooperate with CERES as CERES may request in
       any such defense.
5.02    Representation. SYSTEM AND TAES MAKE NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY
        KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
        MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR DOES TAES OR SYSTEM ASSUME ANY
        OBLIGATIONS WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS
        OF THIRD PARTIES DUE TO CERES‘ ACTIVITIES UNDER THIS AGREEMENT.

5.03    Nature of the Materials. All MATERIALS provided hereunder should be considered experimental and should be handled by CERES
        with appropriate safety precautions as provided in paragraph 2.02(a).


                                                            ARTICLE VI — NOTICE
6.01    Notices. Payments, notices, or other communications required by this Agreement shall be sufficiently made or given if mailed by
        certified First Class United States mail, postage pre-paid, or by commercial carrier (e.g., FedEx, UPS, etc.) when such carrier maintains
        receipt or record of delivery, addressed to the address stated below, or to the last address specified in writing by the intended recipient.
            (a)   If to SYSTEM:
                        Vice Chancellor
                        Office of Technology Commercialization
                        The Texas A&M University System
                        3369 TAMU
                        College Station, Texas 77843-3369
                        Ph: 979-847-8682; Fax: 979-845-1402
            (b)   If to CERES:
                        Vice President of Product Development
                        cc: Legal Department
                        Ceres, Inc.
                        1535 Rancho Conejo Blvd.
                        Thousand Oaks, CA 91320


                                              ARTICLE VII — MISCELLANEOUS PROVISIONS
7.01    Assignment. This Agreement binds and inures to the benefit of the Parties, their successor or assigns, but may not be assigned by either
        Party without the prior written consent of the other Party; provided however, CERES shall have the right to assign its rights and
        obligations under this Agreement to any Affiliated Company without such prior consent. CERES shall also have the right to assign its
        rights and obligations under this Agreement to

                                                                    Page 5 of 8                                       Unreleased Germplasm (S4a)
       a third party in conjunction with the transfer to such third party of substantially all of the assets of CERES associated with performance
       under this Agreement without such prior consent. ―Affiliated Company‖ means any company owned or controlled by, under common
       control with or controlling CERES, ―control‖ meaning in this context the direct or indirect ownership of more than fifty percent (50%) of
       the voting stock/shares of a company, or the power to nominate at least half of the directors.
7.02    Force Majeure. Each Party shall be excused from any breach of this Agreement which is proximately caused by government regulation,
        war, strike, act of God, or other similar circumstance normally deemed outside the control of well-managed businesses.

7.03    Independent Contractor. Each Party is and shall remain an independent contractor as long as this Agreement is in effect and neither
        Party shall act as an agent, legal representative, partner or joint venturer of the other Party for any purpose whatsoever and the
        employees of one shall not be deemed to be the employees of the other. This Agreement is not intended to restrict or confine either
        Party in independent development of the underlying plant material, as long as such independent development does not compromise the
        rights or obligations of the Parties prescribed in this Agreement.

7.04    Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the MATERIALS, DERIVATIVES,
        and KNOW-HOW and supersedes all other written and oral agreements between the Parties with respect to the MATERIALS,
        DERIVATIVES, and KNOW-HOW. It may be modified or amended only by a written amendment signed by both Parties.

7.05    Governing Law. The validity, interpretation, and enforcement of this Agreement shall be governed and determined by the laws of the
        State of Texas, excluding the conflict of laws rules which might require the application of the laws of another jurisdiction.

7.06    Dispute Resolution. The Parties shall make every possible attempt to resolve in an amicable manner all disputes between the Parties
        concerning the interpretation of this Agreement. Should the Parties not be able to reach an agreement, then the Parties must use the
        dispute resolution process provided in Chapter 2260, Texas Government Code , and the related rules adopted by the Texas Attorney
        General to attempt to resolve in the ordinary course of business. CERES must submit written notice of a claim of breach of contract
        under this Chapter to Dr. Mark Hussey, Director, who will examine CERES‘ claim and any counterclaim and negotiate with CERES in
        an effort to resolve the claim.

7.07    Headings. Headings are solely for convenience of reference and are not part of, and may not be used to construe, this Agreement.

7.08    Severability. This Agreement, to the greatest extent possible, shall be construed so as to give validity to all of the provisions hereof. If
        any provision of this Agreement is or becomes invalid, is ruled illegal by a court of competent jurisdiction or is deemed unenforceable
        under the current applicable law from time to time in effect during the term of this Agreement, the remainder of this Agreement will not
        be affected or impaired thereby and will continue to be construed to the maximum extent permitted by law. In lieu of each provision
        which is invalid, illegal or unenforceable, there will be substituted or added as part of this Agreement by mutual written agreement of
        the Parties, a provision which will be as similar as possible, in economic and business objectives as intended by the Parties to such
        invalid, illegal or unenforceable provision, but will be valid, legal and enforceable.

                                                                    Page 6 of 8                                      Unreleased Germplasm (S4a)
7.09     No Waiver. The failure of either Party at any time to require performance by the other Party of any provision of this Agreement shall in
         no way affect the right to require such performance at any time thereafter nor shall the waiver by either Party of a breach of any
         provision be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.

7.10     Limitation of Liability. Neither CERES nor SYSTEM, to the extent authorized by the Constitution and laws of the State of Texas, shall
         be liable to the other Party for any incidental, indirect, special, or consequential damage, however caused, and on any theory of liability,
         arising out of or related to the work performed under this Agreement.
The Parties have caused this Agreement to become effective as of the date last executed below.


CERES, INC.                                                                   THE TEXAS A&M UNIVERSITY SYSTEM

/S/ PETER MASCIA                                                              /S/ GUY K. DIEDRICH
By:        Peter Mascia                                                       Guy K. Diedrich
Title:     VP of Product Development                                          Vice Chancellor for Technology
                                                                              Commercialization
Date:      March 31, 2008                                                     Date: April 23, 2008

                                                                              TEXAS AGRILIFE RESEARCH

/S/ RICHARD FLAVELL                                                           /S/ BILL MCCUTCHEN
By:        Richard Flavell                                                    Bill McCutchen
Title:     Chief Scientific Officer                                           Associate Director
Date:      March 31, 2008                                                     Date: 4-3-08

                                                                     Page 7 of 8                                      Unreleased Germplasm (S4a)
                                                                  Exhibit A
                                                            MATERIALS

Quantity                    Code                         Source                       Material Name                Type
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
[***]                       [***]                        [***]                        [***]                                         [***]
                                                                                                                      Total no. lines: 19

Exhibit A — Page 1 of 1
                Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
                                                    AMENDMENT NO. 1
                                 TO THE MATERIAL TRANSFER AND EVALUATION AGREEMENT
                                                          between
                                                         Ceres, Inc.
                                                            and
                                              The Texas A&M University System
   This Amendment No. 1 is made and entered into by and between Ceres, Inc. (―CERES‖), a corporation with principal offices at Thousand
Oaks, California, and The Texas A&M University System (―SYSTEM‖) of which Texas AgriLife Research (―AGRILIFE‖) is a part, both
having principal offices in College Station, Texas, parties to the Material Transfer and Evaluation Agreement dated April 23, 2008.


                                                           WITNESSETH:
   WHEREAS, the parties have entered into a Material Transfer and Evaluation Agreement (SYSTEM Internal Ref. No. MTA-001018)
regarding sorghum germplasm material (―MATERIALS‖) which have not been formally released through the AGRILIFE Plant Review
Committee; and
  WHEREAS, the original Material Transfer and Evaluation Agreement defined the term of the Agreement to be three (3) years from the
EFFECTIVE DATE; and
  WHEREAS, CERES desires to continue its evaluation beyond the original term so that it can provide information back to SYSTEM and
AGRILIFE regarding its potential commercial interest in MATERIALS; and
   WHEREAS, SYSTEM agrees to extend the term of the Agreement to November 1, 2012.
    NOW THEREFORE, the parties agree that the Material Transfer and Evaluation Agreement of April 23, 2008, is hereby amended as
follows:
 1. DELETE paragraph 4.01 in its entirety.
 2. ADD a new paragraph 4.01 as follows:
   4.01.    Expiration. This Agreement, unless sooner terminated as provided herein, will remain in effect until November 1, 2012.
   EXCEPT as provided herein, all terms and conditions of the Material Transfer and Evaluation Agreement dated April 23, 2008 remain
unchanged and in full force and effect.
   IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to become effective on the date executed below by the last
signatory to this Amendment.


CERES, INC.                                                        THE TEXAS A&M UNIVERSITY SYSTEM

/s/ MICHAEL STEPHENSON                                             /S/ BRETT COMWELL
By:        Michael Stephenson                                      Brett Cornwell
Title:     Vice President of Operations                            Associate Vice Chancellor for Commercialization
Date:      April 21, 2011                                          Date: April 23, 2011

                                                                   TEXAS AGRILIFE RESEARCH

/S/ PAUL KUC                                                       /S/ BILL MCCUTCHEN
By:        Paul Kuc                                                Bill McCutchen
Title:     Chief Financial Officer                                 Executive Associate Director
Date:      April 21, 2011                                          Date: April 23, 2011

MTA-001018                                                       Page 1 of 1                                    Unreleased Germplasm (S4a)
Pages where confidential treatment has been requested are stamped ‗Confidential Treatment Requested and the Redacted Material has been
separately filed with the Commission,‘ and the confidential section has been marked as follows: [***].
                                               Material Transfer and Evaluation Agreement
                                                                   between
                                                                  Ceres, Inc.
                                                                      and
                                                     The Texas A&M University System
   This material transfer and evaluation agreement (―Agreement‖) is made and entered into by and between Ceres, Inc. (―CERES‖), a
corporation with principal offices at Thousand Oaks, California, and The Texas A&M University System (―SYSTEM‖), of which Texas
AgriLife Research (―TAES‖), is a part, having principal offices in College Station, Texas. The parties to this Agreement are collectively
referred to as the ―Parties‖ and individually as a ―Party.‖


                                                            WITNESSETH:
  WHEREAS, TAES has developed experimental sorghum plant materials (―MATERIALS‖) which have not been formally released through
TAES‘ Plant Review Committee; and
  WHEREAS, CERES wishes to obtain reasonable quantities of MATERIALS for testing and evaluation purposes and provide information to
TAES regarding such testing and evaluation; and
   WHEREAS, TAES is willing to provide MATERIALS to CERES under the terms and conditions provided in this Agreement.
   NOW, in consideration of the mutual covenants and premises contained in this Agreement, the receipt and sufficiency of which is
acknowledged, the Parties agree to the following:


                                                        ARTICLE I — DEFINITIONS
1.01   ―MATERIALS‖ means the sorghum germplasm material developed by TAES and provided to CERES under this Agreement, as
       specifically listed in Exhibit A, and TEST CROSSES, including any seed or other propagating material, progeny, mutations, variants,
       and derivatives of MATERIALS and TEST CROSSES.

1.02   ―TEST CROSSES‖ means sorghum lines created by CERES by crossing any of the A lines listed in Exhibit A by any of the other lines
       listed in Exhibit A.

1.03   ―KNOW-HOW‖ means any non-publicly available information related to MATERIALS such as sequences, formulas, protocols,
       genetic and physical maps, breeding records, pedigrees, compilations of data, specifications or any other information that may be
       provided by TAES to CERES in a tangible form and marked as ―confidential,‖ and in connection with MATERIALS.

1.04   ―RESEARCH PURPOSES‖ means testing and evaluation of MATERIALS, which may involve planting, growing, propagating,
       evaluating the physical characteristics, genetic and ―DNA fingerprinting‖ analysis of the MATERIALS, and creating and evaluating
       TEST CROSSES. Other than creating TEST CROSSES, RESEARCH PURPOSES excludes transgenic or traditional breeding
       activities using MATERIALS. Furthermore,

                                                                  Page 1 of 9                              Unreleased Germplasm-Sweet (S4b)
1.05    RESEARCH PURPOSES excludes any sale, transfer, or disposition of MATERIALS for commercial exploitation purposes.

1.06    ―EFFECTIVE DATE‖ means the date this Agreement has been executed by the last Party.


                                ARTICLE II — SUPPLY OF MATERIALS AND OBLIGATIONS OF CERES
2.01    Supply of Materials. Upon receipt of the Materials Transfer Fee as prescribed in paragraph 3.01, TAES will supply to CERES a
        quantity of the MATERIALS as specified in Exhibit A, and will deliver to CERES one copy of KNOW-HOW as it relates to
        RESEARCH PURPOSES, if any. No further supply of MATERIALS is anticipated or guaranteed under this Agreement.

2.02    Obligations of CERES. CERES agrees that its use of MATERIALS and KNOW-HOW will be subject to the following terms and
        conditions:
       a.   Safety. CERES agrees to use the MATERIALS in a safe manner and in compliance with all applicable laws and regulations.

       b.   CERES‘ Use. MATERIALS and KNOW-HOW will be used only at facilities under CERES‘ control and strictly for RESEARCH
            PURPOSES. CERES may, however, provide the MATERIALS to a third party under contract with CERES solely for the conduct
            of RESEARCH PURPOSES and only as consistent with this Agreement. CERES is responsible for ensuring that such third party is
            fully informed of, and agrees to comply with, the terms and conditions of this Agreement. CERES will evaluate the MATERIALS
            using appropriate cultural practices and techniques to compare performance characteristics as mutually agreed on by TAES and
            CERES. Upon request, CERES will provide TAES‘ personnel with locations and maps to all testing sites containing
            MATERIALS, and will allow access to such sites by TAES‘ representatives, subject to reasonable notice.

       c.   Commercial Use. Any commercial use of MATERIALS and KNOW-HOW, or any other use outside of RESEARCH PURPOSES,
            is strictly prohibited. ―Commercial use‖ includes sale, lease, license, or transfer of any MATERIAL directly, or to third parties for
            such, and includes performing contract research, and producing or manufacturing products for general sale. Furthermore,
            MATERIALS must not be used in research that is subject to funding, consulting, reporting, or licensing obligations, to the extent
            that options or rights to a third party are granted on MATERIAL as consideration for providing funding for the research conducted
            under this Agreement, unless prior written permission is obtained from SYSTEM.

       d.   Commercial Terms. Should CERES desire to use one of more of the MATERIALS for commercial purposes, CERES will notify
            SYSTEM of its interests and the Parties will enter into diligent negotiations in good faith for a commercial license for the subject
            MATERIAL of interest (―License Agreement‖). Terms and conditions for a commercial license will be determined at the time of
            such negotiations. Notwithstanding the above, nothing in this Agreement should be construed to grant to CERES a commercial
            license or right from SYSTEM to use the MATERIAL or KNOW-HOW.

       e.   No Transfer. CERES must not transfer or provide MATERIALS or KNOW-HOW or any portion thereof to any other organization
            or individual than as otherwise allowed in this Agreement without the prior written consent of SYSTEM, or as may be provided in
            the License Agreement. Furthermore, CERES acknowledges that the MATERIALS

                                                                   Page 2 of 9                               Unreleased Germplasm-Sweet (S4b)
                and KNOW-HOW are the valuable and proprietary properties of TAES and SYSTEM and ownership in MATERIALS shall be
                retained by TAES and SYSTEM. CERES will, to the best of its ability, utilize the MATERIALS and KNOW-HOW in a manner
                that serves to protect the proprietary interests of TAES and SYSTEM.
       f.       Confidentiality. Each Party agrees to maintain the confidentiality of information transferred from the other Party (―disclosing
                Party‖) that is provided in a tangible form and marked as ―confidential‖ (―Confidential Information‖). Neither Party will publish
                nor disclose to third parties any description or technical information concerning MATERIALS that is obtained by the disclosing
                Party under this Agreement or is the Confidential Information of the other Party without the prior written consent of the disclosing
                Party. For the duration of this Agreement, and furthermore, for five (5) years after the termination or expiration of this Agreement,
                neither Party shall disclose Confidential Information obtained from the disclosing Party concerning MATERIALS to any third
                party without the prior written consent of the disclosing Party. These obligations of confidentiality shall not apply to: (i)
                information which is now under, or hereafter enters, the public domain without a breach of this Agreement; (ii) information known
                to a Party prior to the time of disclosure by the disclosing Party, or independently developed by employees of a Party without
                access to Confidential Information or MATERIALS; (iii) information disclosed in good faith to a Party by a third person legally
                entitled to disclose the same; and (iv) information required to be disclosed by law or order of a court of law or governmental
                agency of competent jurisdiction.

       g.       Publications. CERES must not publicly disclose, or transfer to a third party, any information derived from CERES‘ use of
                MATERIAL and/or KNOW-HOW without prior written consent from SYSTEM, which consent will not unreasonably be
                withheld.

       h.       Integrity of Materials. Except as otherwise provided in this Agreement, CERES will not conduct mutagenesis, tissue culture, or
                molecular or cellular techniques with seeds, plants or plant parts of the MATERIALS.


                                                         ARTICLE III — CONSIDERATION
3.01        Materials Transfer Fee. In consideration for the material transfer and rights granted in this Agreement, CERES will remit to SYSTEM a
            one-time nonrefundable Materials Transfer Fee of three thousand seven hundred fifty (US$3,750.00), payable within forty-five
            (45) days of the EFFECTIVE DATE.

3.02        Shipping Cost Reimbursement. Shipping or other transportation of the MATERIALS will be F.O.B. TAES and all arrangements are the
            responsibility of CERES. CERES bears all risk of loss, delay, or damage in transit, as well as the cost of freight and insurances.

3.03        Sharing of Information. In additional consideration for the transfer of MATERIALS made to CERES by TAES, CERES will provide
            annual reports to SYSTEM detailing CERES‘ efforts and results with its evaluation of MATERIALS. The information shared with
            SYSTEM in such reports should include information on results of all evaluations, including individual physical characteristic
            observations for each line included in MATERIALS and all TEST CROSSES and results of any genetic analysis conducted by CERES
            on MATERIALS and TEST CROSSES, including DNA fingerprinting, segregation data, phenotypic data, etc. Within thirty (30) days
            following the completion of CERES‘ testing of MATERIALS, or the termination or expiration of this Agreement, whichever is earlier,
            CERES will deliver to SYSTEM a summary report of its efforts and results. TAES agrees

                                                                      Page 3 of 9                               Unreleased Germplasm-Sweet (S4b)
       not to publish the reports provided by CERES, but TAES may use information provided in such reports for its own internal experimental
       non commercial purposes. Should TAES desire to disclose to a third party information relating to the MATERIALS that has been
       provided by CERES and is considered CERES‘ Confidential Information as provided in paragraph 2.02(f), TAES will first seek prior
       consent from CERES, which consent will not be unreasonably withheld.
3.04    Sharing of Material. In additional consideration for the transfer of MATERIALS made to CERES by TAES, upon request by TAES and
        subject to availability, CERES will supply a reasonable quantity of seed to TAES of seed increases from MATERIALS and TEST
        CROSSES, and information regarding the amount of seed produced for such MATERIALS and TEST CROSSES, to be used for TAES
        internal experimental non-commercial purposes.

3.05    More Favored Terms. Following the EFFECTIVE DATE, SYSTEM may elect to enter into material transfer agreements with third
        parties for the MATERIALS or any part thereof that grant such third party the same right to use the MATERIALS or any part thereof
        under terms similar to those contained in this Agreement. Should SYSTEM determine to grant such rights to a third party under more
        favorable terms regarding rights to use the MATERIALS or sharing of information or material, as provided in paragraphs 2.02, 3.03
        and 3.04 of this Agreement, CERES shall be entitled to have this Agreement amended to substitute the terms of such more favorable
        terms regarding rights to use the MATERIALS or sharing of information or material.


                                                       ARTICLE IV — TERMINATION
4.01    Expiration. This Agreement, unless sooner terminated as provided herein, will remain in effect for a period of three (3) years from the
        EFFECTIVE DATE.

4.02    Termination by CERES. CERES may terminate this Agreement by providing written notice to SYSTEM at least thirty (30) days before
        the termination is to take effect.

4.03    Termination by SYSTEM. If CERES materially breaches this Agreement, SYSTEM may give CERES written notice of the breach.
        CERES shall have a period of thirty (30) days from receipt of the notice to cure the breach. If CERES does not cure the breach within
        this period, SYSTEM may terminate this Agreement by giving written notice of termination with immediate effect.

4.04    Disposal of MATERIALS. Upon the expiration or termination of this Agreement and unless otherwise provided in the License
        Agreement or any other agreement executed between the Parties, CERES agrees to destroy or return, at SYSTEM‘s request, all
        quantities of MATERIALS, including TEST CROSSES, and KNOW-HOW in CERES‘ possession. SYSTEM will not be held
        responsible for any expense or investment whatsoever that CERES may have incurred in association with the purposes of this
        Agreement, or will incur in association with such termination of this Agreement.

4.05    Matters Surviving Termination. All accrued obligations and claims, including material transfer fee obligations and claims or causes of
        action for breach of this Agreement, shall survive expiration or termination of this Agreement. Obligations of confidentiality shall
        survive expiration or termination of this Agreement. Articles V, 7.05 and 7.06 shall survive termination of this Agreement. This section
        controls in the case of a conflict with any other section of this Agreement.

                                                                   Page 4 of 9                              Unreleased Germplasm-Sweet (S4b)
                                           ARTICLE V — LIABILITY AND REPRESENTATIONS
5.01   Indemnification. CERES SHALL AT ALL TIMES DURING THE TERM OF THIS AGREEMENT AND THEREAFTER,
       INDEMNIFY, DEFEND AND HOLD HARMLESS SYSTEM, TAES, ITS REGENTS, OFFICERS, EMPLOYEES, AND
       AFFILIATES, AGAINST ANY CLAIM, PROCEEDING, DEMAND, LIABILITY, OR EXPENSES (INCLUDING LEGAL
       EXPENSES AND REASONABLE ATTORNEY‘S FEES) WHICH RELATES TO INJURY TO PERSONS OR PROPERTY,
       OR AGAINST ANY OTHER CLAIM, PROCEEDING DEMAND, EXPENSE AND LIABILITY OF ANY KIND
       WHATSOEVER RESULTING FROM CERES‘ USE OF THE MATERIALS AND KNOW-HOW (all the foregoing referred to
       hereinafter as ―Claims‖) . TAES and/or SYSTEM shall give prompt written notice of any Claims or alleged Claims to CERES, and
       CERES shall have the right, subject to the approval of the Attorney General of the State of Texas, to conduct the defense of any such
       Claims, and TAES and/or SYSTEM shall cooperate with CERES as CERES may request in any such defense.

5.02   Representation. SYSTEM AND TAES MAKE NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY
       KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
       MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR DOES TAES OR SYSTEM ASSUME ANY
       OBLIGATIONS WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS
       OF THIRD PARTIES DUE TO CERES‘ ACTIVITIES UNDER THIS AGREEMENT.

5.03   Nature of the Materials. All MATERIALS provided hereunder should be considered experimental and should be handled by CERES
       with appropriate safety precautions as provided in paragraph 2.02(a).


                                                           ARTICLE VI — NOTICES
6.01   Notices. Payments, notices, or other communications required by this Agreement shall be sufficiently made or given if mailed by
       certified First Class United States mail, postage pre-paid, or by commercial carrier (e.g., FedEx, UPS, etc.) when such carrier maintains
       receipt or record of delivery, addressed to the address stated below, or to the last address specified in writing by the intended recipient.
           (a)   If to SYSTEM:
                       Vice Chancellor
                       Office of Technology Commercialization
                       The Texas A&M University System
                       3369 TAMU
                       College Station, Texas 77843-3369
                       Ph: 979-847-8682; Fax: 979-845-1402
           (b)   If to CERES:
                       Vice President of Product Development
                       cc: Legal Department
                       Ceres, Inc.
                       1535 Rancho Conejo Blvd.
                       Thousand Oaks, CA 91320

                                                                   Page 5 of 9                               Unreleased Germplasm-Sweet (S4b)
                                             ARTICLE VII — MISCELLANEOUS PROVISIONS
7.01   Assignment. This Agreement binds and inures to the benefit of the Parties, their successor or assigns, but may not be assigned by either
       Party without the prior written consent of the other Party; provided however, CERES shall have the right to assign its rights and
       obligations under this Agreement to any Affiliated Company without such prior consent. CERES shall also have the right to assign its
       rights and obligations under this Agreement to a third party in conjunction with the transfer to such third party of substantially all of the
       assets of CERES associated with performance under this Agreement without such prior consent. ―Affiliated Company‖ means any
       company owned or controlled by, under common control with or controlling CERES, ―control‖ meaning in this context the direct or
       indirect ownership of more than fifty percent (50%) of the voting stock/shares of a company, or the power to nominate at least half of
       the directors.

7.02   Force Majeure. Each Party shall be excused from any breach of this Agreement which is proximately caused by government regulation,
       war, strike, act of God, or other similar circumstance normally deemed outside the control of well-managed businesses.

7.03   Independent Contractor. Each Party is and shall remain an independent contractor as long as this Agreement is in effect and neither
       Party shall act as an agent, legal representative, partner or joint venturer of the other Party for any purpose whatsoever and the
       employees of one shall not be deemed to be the employees of the other. This Agreement is not intended to restrict or confine either
       Party in independent development of the underlying plant material, as long as such independent development does not compromise the
       rights or obligations of the Parties prescribed in this Agreement.

7.04   Non-Use of Names. Neither Party will use the names of the other Party, nor of any of its employees or components, nor any adaptation
       thereof, in any advertising, promotional or sales literature without the prior written consent obtained from the other Party in each case.

7.05   Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the MATERIALS and KNOW-HOW
       and supersedes all other written and oral agreements between the Parties with respect to the MATERIALS and KNOW-HOW. It may
       be modified or amended only by a written amendment signed by both Parties.

7.06   Governing Law. The validity, interpretation, and enforcement of this Agreement shall be governed and determined by the laws of the
       State of Texas, excluding the conflict of laws rules which might require the application of the laws of another jurisdiction.

7.07   Dispute Resolution. The Parties shall make every possible attempt to resolve in an amicable manner all disputes between the Parties
       concerning the interpretation of this Agreement. Should the Parties not be able to reach an agreement, then the Parties must use the
       dispute resolution process provided in Chapter 2260, Texas Government Code , and the related rules adopted by the Texas Attorney
       General to attempt to resolve in the ordinary course of business. CERES must submit written notice of a claim of breach of contract
       under this Chapter to Dr. Mark Hussey, Director, who will examine CERES‘ claim and any counterclaim and negotiate with CERES in
       an effort to resolve the claim.

7.08   Headings. Headings are solely for convenience of reference and are not part of, and may not be used to construe, this Agreement.

                                                                    Page 6 of 9                               Unreleased Germplasm-Sweet (S4b)
7.09     Severability. This Agreement, to the greatest extent possible, shall be construed so as to give validity to all of the provisions hereof. If
         any provision of this Agreement is or becomes invalid, is ruled illegal by a court of competent jurisdiction or is deemed unenforceable
         under the current applicable law from time to time in effect during the term of this Agreement, the remainder of this Agreement will not
         be affected or impaired thereby and will continue to be construed to the maximum extent permitted by law. In lieu of each provision
         which is invalid, illegal or unenforceable, there will be substituted or added as part of this Agreement by mutual written agreement of
         the Parties, a provision which will be as similar as possible, in economic and business objectives as intended by the Parties to such
         invalid, illegal or unenforceable provision, but will be valid, legal and enforceable.

7.10     No Waiver. The failure of either Party at any time to require performance by the other Party of any provision of this Agreement shall in
         no way affect the right to require such performance at any time thereafter nor shall the waiver by either Party of a breach of any
         provision be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.

7.11     Limitation of Liability. Neither CERES nor SYSTEM, to the extent authorized by the Constitution and laws of the State of Texas, shall
         be liable to the other Party for any incidental, indirect, special, or consequential damage, however caused, and on any theory of liability,
         arising out of or related to the work performed under this Agreement.
The Parties have caused this Agreement to become effective as of the date last executed below.


CERES, INC.                                                            THE TEXAS A&M UNIVERSITY SYSTEM

/S/ PETER MASCIA                                                       /S/ GUY K. DIEDRICH
By:        Peter Mascia                                                Guy K. Diedrich
Title:     VP of Product Development                                   Vice Chancellor for Technology Commercialization
Date:      March 31, 2008                                              Date: April 23, 2008

                                                                       TEXAS AGRILIFE RESEARCH

/S/ RICHARD FLAVELL                                                    /S/ BILL MCCUTCHEN
By:        Richard Flavell                                             Bill McCutchen
Title:     Chief Scientific Officer                                    Associate Director
Date:      March 31, 2008                                              Date: 4-3-08

                                                                     Page 7 of 9                               Unreleased Germplasm-Sweet (S4b)
                                                               Exhibit A
                                                            MATERIALS

Quantity                       Code                         Source                       Material Name                     Type
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]
[***]                          [***]                        [***]                        [***]                             [***]

Exhibit A — Page 1 of 2
                Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
[***]                           [***]                            [***]                            [***]                              [***]
[***]                           [***]                            [***]                            [***]                              [***]
[***]                           [***]                            [***]                            [***]                              [***]
[***]                           [***]                            [***]                            [***]                              [***]
[***]                           [***]                            [***]                            [***]                              [***]
[***]                           [***]                            [***]                            [***]                              [***]
[***]                           [***]                            [***]                            [***]                              [***]
[***]                           [***]                            [***]                            [***]                              [***]
[***]                           [***]                            [***]                            [***]                              [***]
[***]                           [***]                            [***]                            [***]                              [***]
[***]                           [***]                            [***]                            [***]                              [***]
[***]                           [***]                            [***]                            [***]                              [***]
[***]                           [***]                            [***]                            [***]                              [***]
                                                                                                                    Total no. lines: 58

Exhibit A — Page 2 of 2
                Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
                                                    AMENDMENT NO. 1
                                 TO THE MATERIAL TRANSFER AND EVALUATION AGREEMENT
                                                          between
                                                         Ceres, Inc.
                                                            and
                                              The Texas A&M University System
   This Amendment No. 1 is made and entered into by and between Ceres, Inc. (―CERES‖), a corporation with principal offices at Thousand
Oaks, California, and The Texas A&M University System (―SYSTEM‖) of which Texas AgriLife Research (―AGRILIFE‖) is a part, both
having principal offices in College Station, Texas, parties to the Material Transfer and Evaluation Agreement dated April 23, 2008.


                                                           WITNESSETH:
   WHEREAS, the parties have entered into a Material Transfer and Evaluation Agreement (SYSTEM Internal Ref. No. MTA-001019)
regarding sorghum germplasm material (―MATERIALS‖) which have not been formally released through the AGRILIFE Plant Review
Committee; and
  WHEREAS, the original Material Transfer and Evaluation Agreement defined the term of the Agreement to be three (3) years from the
EFFECTIVE DATE; and
  WHEREAS, CERES desires to continue its evaluation beyond the original term so that it can provide information back to SYSTEM and
AGRILIFE regarding its potential commercial interest in MATERIALS; and
   WHEREAS, SYSTEM agrees to extend the term of the Agreement to November 1, 2012.
    NOW THEREFORE, the parties agree that the Material Transfer and Evaluation Agreement of April 23, 2008, is hereby amended as
follows:
 1. DELETE paragraph 4.01 in its entirety.
 2. ADD a new paragraph 4.01 as follows:
   4.01.    Expiration. This Agreement, unless sooner terminated as provided herein, will remain in effect until November 1, 2012.
   EXCEPT as provided herein, all terms and conditions of the Material Transfer and Evaluation Agreement dated April 23, 2008 remain
unchanged and in full force and effect.
   IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to become effective on the date executed below by the last
signatory to this Amendment.


CERES, INC.                                                        THE TEXAS A&M UNIVERSITY SYSTEM

/S/ MICHAEL STEPHENSON                                             /S/ BRETT CROMWELL
By:        Michael Stephenson                                      Brett Cornwell
Title:     Vice President of Operations                            Associate Vice Chancellor for Commercialization
Date:      April 21, 2011                                          Date: April 23, 2011

                                                                   TEXAS AGRILIFE RESEARCH

/S/ PAUL KUC                                                       /S/ BILL MCCUTCHEN
By:        Paul Kuc                                                Bill McCutchen
Title:     Chief Financial Officer                                 Executive Associate Director
Date:      April 21, 2011                                          Date: April 23, 2011

MTA-001019                                                       Page 1 of 1                             Unreleased Germplasm-Sweet (S4b)
                                                                                                                            Exhibit 10.16
Pages where confidential treatment has been requested are stamped ‗Confidential Treatment Requested and the Redacted Material has been
separately filed with the Commission,‘ and the confidential section has been marked as follows: [***].


                                                      Master Research Agreement
TABLE OF CONTENTS

1. RESEARCH PROJECTS                                                     2
2. INTELLECTUAL PROPERTY                                                 6
3. USE AND COMMERCIALIZATION RIGHTS                                      9
4. ENFORCEMENT OF JOINT INTELLECTUAL PROPERTY RIGHTS                    11
5. TERMINATION                                                          12
6. PUBLICATIONS AND DISCUSSIONS                                         14
7. RECORDS AND AUDITS                                                   14
8. INDEPENDENT CONTRACTOR                                               15
9. CONFIDENTIALITY                                                      15
10. NOTICES                                                             16
11. DISPUTE RESOLUTION AND APPLICABLE LAW                               16
12. PUBLICITY                                                           18
13. MANAGEMENT COMMITTEE                                                19
14. EXCLUSIVITY                                                         20
15. EXCLUSION OF WARRANTIES                                             21
16. GENERAL                                                             22
   16.1 ENTIRE AGREEMENT/MODIFICATIONS                                  22
   16.2 SEVERABILITY                                                    22
   16.3 WAIVER                                                          22
   16.4 ENFORCEMENT                                                     22
   16.5 ASSIGNABLILITY                                                  23
   16.6 FORCE MAJEURE                                                   23
   16.7 CHOICE OF LAW                                                   23
EXHIBIT A — DEFINITION OF COLLABORATION CROPS                           24
EXHIBIT B — PREFERRED FORM OF RECEIPT FORM                              25
EXHIBIT C — PREFERRED FORM OF VARIETY EVALUATION AGREEMENT              26
EXHIBIT D — EXISTING OR PENDING EXTRAMURAL FUNDING                      28
EXHIBIT E — EXCLUDED CROPS                                              29
EXHIBIT F — SEED PRODUCTION AND COMMERCIALIZATION ACTIVITIES            30
EXHIBIT G — MODEL LICENSE AGREEMENT FOR NON-TRANSGENIC VARIETIES        31


CERES-NOBLE Master Research Agreement                              Page 1 of 57
                                                  MASTER RESEARCH AGREEMENT
  THIS AGREEMENT is made this 19 day of May, 2006 (―Effective Date‖), by and between THE SAMUEL ROBERTS NOBLE
FOUNDATION, INC. (―NOBLE‖), an Oklahoma nonprofit corporation, and CERES, INC., a Delaware corporation (―CERES‖).
   WHEREAS, CERES and NOBLE entered into an EVALUATION, PRODUCTION AND LICENSE AGREEMENT, dated 19 May 2006, to
evaluate and develop certain germplasm and grant the exclusive option, and if exercised, exclusive, world-wide license, to CERES to produce,
use, sell and commercially exploit such germplasm;
   WHEREAS, the parties wish to establish a research program for undertaking specific, collaborative projects after the Effective Date, to
further the scientific research and commercial objectives of CERES as well as the scientific research objectives of NOBLE;
   WHEREAS, the research programs contemplated by this Agreement and its schedules are consistent with and in furtherance of NOBLE
research programs;
   WHEREAS, the research programs contemplated by this Agreement will further the scientific research objectives of NOBLE in a manner
consistent with its tax-exempt status;
   WHEREAS, CERES and NOBLE recognize that rights to intellectual property conceived or reduced to practice in the performance of the
parties‘ various collaborations can be a strong incentive for CERES to risk money and other resources needed to incorporate intellectual
property into a product or procedure for wide public enjoyment;
   NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein and of other good and
valuable consideration, the parties have agreed and do hereby agree as follows:
1. RESEARCH PROJECTS.
   1.1 CERES and NOBLE anticipate that from time to time they may undertake and conduct certain joint and collaborative research projects
(individually a ―RESEARCH PROJECT‖ and collectively ―RESEARCH PROJECTS‖). The parties acknowledge and agree that the
RESEARCH PROJECTS will involve the contributions, whether financial or otherwise, of both parties. The specific terms and respective
obligations of the parties for each RESEARCH PROJECT will be negotiated by the parties and reflected in a schedule (―SCHEDULE‖) signed
by authorized representatives of both parties. Any such fully executed SCHEDULE shall become a part of this Agreement and subject to the
terms of this Agreement. Each party shall diligently perform its activities in any given RESEARCH PROJECT.
   1.2 All rights in property, tangible or intangible, used in the RESEARCH PROJECTS shall remain with the party providing such property,
unless otherwise agreed between the parties in this Agreement, a SCHEDULE or a separate agreement.


CERES-NOBLE Master Research Agreement                                                                                             Page 2 of 57
   1.3 RESEARCH PROJECTS will relate to crop species defined in EXHIBIT A to this Agreement (―COLLABORATION CROPS‖).
   1.4 Each SCHEDULE will at least contain the following:
     1.4.1       Provisions that may be modified by the MANAGEMENT COMMITTEE :
             •     research activities to be performed by each party in detail

             •     timelines of such activities

             •     goals, expected results and deliverables

             •     milestones and ―go‖ and ―no-go‖ decision points

             •     all reports to be delivered to the MANAGEMENT COMMITTEE (Article 13) and the required delivery dates for the same

             •     additional information on RESEARCH PROJECT activities: breeding records and biological or other material generated in
                   such activities to be provided to the other party, including delivery method and time

             •     location of activities

             •     identity of RESEARCH PROJECT principal investigators for CERES and NOBLE

             •     identity and location of any SUBCONTRACTORS (Paragraph 1.13) to be used for the RESEARCH PROJECT activities
     1.4.2       Provisions that may only be modified in accordance with Paragraph 16.1:
             •     number of FTE‘s made available by each party for the RESEARCH PROJECT, including names of any CERES and NOBLE
                   PhD-level employees

             •     other inputs and resources made available by each party for the RESEARCH PROJECT

             •     financial contributions of each party to the RESEARCH PROJECT

             •     provisions on intellectual property, including lists of BACKGROUND INTELLECTUAL PROPERTY and any provisions
                   which are different from those set forth in this Agreement

             •     provisions on use and commercialization rights which are different from those set forth in this Agreement

             •     provisions on expiration and early termination
   1.5 Unless a SCHEDULE provides for more frequent formal reporting, each party shall provide to the other party a detailed, written annual
report on its activities in each RESEARCH PROJECT. In addition, upon the request of either party at any time, the parties will discuss the
RESEARCH PROJECTS, their status, the progress and results achieved, and they will make available each RESEARCH PROJECT principal
investigator (and other employees as needed, in the discretion


CERES-NOBLE Master Research Agreement                                                                                           Page 3 of 57
of the respective RESEARCH PROJECT principal investigators) at mutually agreeable times, as needed, for such discussions; provided
however, such contacts and discussions shall be reasonable in frequency and duration so as not to be disruptive to the respective research
activities of each party or the research activities of the RESEARCH PROJECTS. Each party will also voluntarily provide data, information and
material generated in the RESEARCH PROJECT to the other party as required to further the parties‘ mutual goals defined in each RESEARCH
PROJECT or in any other agreement between the parties. Each party will have the right, upon reasonable notice to the other party, to visit any
location where RESEARCH PROJECT activities are conducted for the purposes of evaluating RESEARCH PROJECT progress and outcomes,
and particularly to make observations of any plants in growth chambers, greenhouses or fields that are a part of a RESEARCH PROJECT. Each
party will comply with any reasonable safety and security measures which may be imposed by the other party when visiting such other party‘s
location.
   1.6 Any transfer of information or material pursuant to this Agreement or any SCHEDULE will be governed by the provisions of this
Agreement on CONFIDENTIALITY (Article 9) and PUBLICATIONS (Article 6). Any transfer of material shall be accompanied by a receipt
form in the preferred format attached as EXHIBIT B to this Agreement. Such receipt forms shall be signed by representatives of both the
sending and receiving parties.
    1.7 Unless otherwise specified in a SCHEDULE, each party shall bear its own costs and pay its own SUBCONTRACTORS, with respect to
its RESEARCH PROJECT activities, out of its own funds.
   1.8 Where a SCHEDULE provides that CERES will make a financial contribution to certain RESEARCH PROJECT activities performed
by NOBLE, unless agreed otherwise in the appropriate SCHEDULE, NOBLE will submit invoices after the end of each calendar quarter for
the work performed during that quarter. Each such invoice shall reflect only those costs that have been incurred in performance of the
RESEARCH PROJECT and shall provide a breakdown of costs similar to the detail set forth in the budget of the related SCHEDULE. CERES
will pay all such invoices within thirty (30) days after the invoice date. Payments shall be remitted to:
    Accounts Receivable
    The Samuel Roberts Noble Foundation, Inc.
    2510 Sam Noble Parkway
    Ardmore, Oklahoma 73401
   1.9 Each party will conduct RESEARCH PROJECT activities exclusively in laboratories, greenhouses or fields under full control of that
party or of its SUBCONTRACTORS authorized by this Agreement. Each party will take all reasonable precautions to prevent damage to, or
unintentional destruction of or release of any germplasm created in the RESEARCH ACTIVITIES.
   1.10 Each party shall be responsible for its compliance with all applicable laws, rules and regulations, including, without limitation, those
relating to genetically modified organisms (to the extent RESEARCH PROJECTS involve such organisms), and obtaining any and all permits
or authorizations or proceed to any notifications which may be required by such laws, rules and regulations.


CERES-NOBLE Master Research Agreement                                                                                               Page 4 of 57
   1.11 Each party will require any and all of its employees or students who will perform activities in RESEARCH PROJECTS to be bound by
a written agreement(s) that commits their inventions, discoveries and other intellectual property to the party-employer and requires confidential
treatment of party and third-party confidential information. Each party shall further notify each such employee, in writing, of their obligations
and responsibilities under the terms of this Agreement, including but not limited to the provisions of this Agreement on CONFIDENTIALITY
(Article 9), PUBLICATIONS (Article 6) and INTELLECTUAL PROPERTY (Article 2).
  1.12 The RESEARCH PROJECT principal investigators named in each SCHEDULE shall be charged with leading the RESEARCH
PROJECT described therein.
     1.12.1 RESEARCH PROJECT principal investigators may not vary the schedule of delivery, amount, method of payment or any
  provision of a SCHEDULE. No such change shall be effective unless and until it is reduced to writing (a) in the form of an amendment to
  such SCHEDULE in accordance with the obligations of Paragraph 16.1 or (b) with respect to items listed in Paragraph 1.4.1, in the signed
  minutes of a MANAGEMENT COMMITTEE meeting.
     1.12.2 Substitution by NOBLE of a RESEARCH PROJECT (a) principal investigator or (b) a CERES-funded, PhD-level, NOBLE
  employee named or filling a defined position listed in a SCHEDULE shall be subject to CERES‘ prior written approval, which will not
  unreasonably be withheld or delayed. NOBLE will notify CERES, in writing, of any substitution by NOBLE of a non-CERES-funded,
  PhD-level employee named or who filled a defined position listed in a SCHEDULE. CERES will notify NOBLE, in writing, of any
  substitution by CERES of a RESEARCH PROJECT principal investigator or a PhD-level CERES employee named or who filled a defined
  position listed in a SCHEDULE.
   1.13 Each party may subcontract certain parts of its RESEARCH PROJECT activities to third parties, or use third party consultants in
connection with RESEARCH PROJECT activities, but only if the subcontract or consultancy agreement is in writing and complies with the
terms and conditions set forth hereinafter. Such third parties with whom such a subcontract or consultancy agreement is executed will be
referred to as ―SUBCONTRACTORS‖.
     1.13.1 The following terms and conditions shall apply to NOBLE‘s SUBCONTRACTORS: (a) the SUBCONTRACTOR shall perform
  defined activities on behalf and for the benefit of NOBLE in exchange for a fee or other tangible consideration; (b) the SUBCONTRACTOR
  shall deliver all the results of the SUBCONTRACTOR‘S activities under the subcontract to NOBLE only, and assign ownership of or
  exclusively license any inventions made during the performance of the subcontracting activities to NOBLE, without any further
  remuneration and (c) the SUBCONTRACTOR shall not have the right to use any results, whether information or material, for any purpose
  whatsoever other than the performance of the subcontract; provided however, not-for-profit research institution SUBCONTRACTORS may
  be granted the right to use certain information generated pursuant to the subcontract for their internal academic research and educational
  purposes (i.e., not in collaboration with or for the benefit of any third party). NOBLE will provide a true copy of any subcontract to CERES
  within thirty (30) days of its execution.


CERES-NOBLE Master Research Agreement                                                                                               Page 5 of 57
     1.13.2 It is anticipated that any agreements with commercial SUBCONTRACTORS will be entered into by CERES, and NOBLE will
  assist CERES in identifying SUBCONTRACTORS for any field activities. The following conditions shall apply to CERES
  SUBCONTRACTORS: CERES will inform NOBLE, in writing, of any SUBCONTRACTORS used by CERES for the performance of
  RESEARCH PROJECT activities and will verify that nothing in the subcontract would prevent CERES from implementing or carrying out
  the obligations of the RESEARCH PROJECT.
     1.13.3 All SUBCONTRACTORS shall be bound by confidentiality obligations consistent with the terms and obligations of this
  Agreement. All SUBCONTRACTORS shall be responsible for their respective compliance with all laws, rules and regulations that govern
  their activities.
     1.13.4 For variety evaluation and performance testing using not-for-profit research institution SUBCONTRACTORS, the parties agree
  that each transfer of seed (or other plant material) shall be governed by a written agreement consistent with the preferred form set forth in
  EXHIBIT C to this Agreement.
     1.13.5 Any intended agreement with a SUBCONTRACTOR shall be identified in a SCHEDULE if known at the time the SCHEDULE is
  executed by the parties. NOBLE will obtain CERES‘ prior written consent before entering into any agreement with a SUBCONTRACTOR
  which is not listed in a SCHEDULE.
   1.14 The parties mutually agree that any applications for extramural funding for a RESEARCH PROJECT, from governmental authorities
or other public sources, will be subject to the prior, written agreement, neither unreasonably withheld or delayed, by both parties; provided
however, the parties acknowledge that CERES and/or NOBLE has or has applied for certain government, extramural funding prior to the
Effective Date ( EXHIBIT D to this Agreement), and such funding (or possible funding, if awarded) shall not be construed as a breach of the
obligations of this paragraph.
  1.15 The parties agree not to accept targeted research funding from for-profit entities to perform any RESEARCH PROJECT, whether in
whole or in part, initiated under this Agreement without the prior, written consent of the other party.
2. INTELLECTUAL PROPERTY.
   2.1 ―JOINT INTELLECTUAL PROPERTY‖ shall mean (a) all patentable inventions conceived, discovered, developed and/or reduced to
practice (i) jointly by one or more employees, agents, or students of CERES and by one or more employees, agents, or students of NOBLE in
the performance of any RESEARCH PROJECT(S) or (ii) by one or more employees, agents or students of NOBLE in the performance of any
RESEARCH PROJECT(S) to the extent CERES provides a financial contribution for NOBLE‘s activities in such RESEARCH PROJECT;
(b) U.S. and/or foreign patents, patent applications, plant variety rights, plant variety right applications, reissues, continuations,
continuations-in-part and divisionals claiming such patentable inventions; (c) all copyrighted works created jointly by one or more employees,
agents, or students of CERES and by one or more employees, agents, or students of NOBLE in the performance of any RESEARCH


CERES-NOBLE Master Research Agreement                                                                                               Page 6 of 57
PROJECT(S); and (d) all germplasm and plant varieties created in the performance of plant breeding activities in the performance of any
RESEARCH PROJECT(S).
   2.2 ―CERES INTELLECTUAL PROPERTY‖ shall mean (a) all patentable inventions conceived, discovered, developed, and/or reduced to
practice by one or more employees, agents, or students of CERES in the performance of any RESEARCH PROJECT(S), except as set forth in
Article 2.1; (b) U.S. and/or foreign patents, patent applications, plant variety rights, plant variety right applications, reissues, continuations,
continuations-in-part, and divisionals claiming such patentable inventions; and (c) all copyrighted works created by one or more employees,
agents, or students of CERES in the performance of any RESEARCH PROJECT(S) .
   2.3 ―NOBLE INTELLECTUAL PROPERTY‖ shall mean (a) all patentable inventions conceived, discovered, developed, and/or reduced to
practice by one or more employees, agents, or students of NOBLE in the performance of RESEARCH PROJECT(S), except as set forth in
Article 2.1; (b) U.S. and/or foreign patents, patent applications, plant variety rights, plant variety right applications, reissues, continuations,
continuations-in-part, and divisionals claiming such patentable inventions; and (c) all copyrighted works created by one or more employees,
agents, or students of NOBLE in the performance of RESEARCH PROJECT(S).
  2.4 ―OTHER RESEARCH RESULTS‖ shall mean all data, information, procedures and techniques generated in the performance of
RESEARCH PROJECT(S), but expressly excludes JOINT INTELLECTUAL PROPERTY, CERES INTELLECTUAL PROPERTY, and
NOBLE INTELLECTUAL PROPERTY.
   2.5 ―BACKGROUND INTELLECTUAL PROPERTY‖ shall mean (i) inventions, discoveries, materials, data and information, whether
patentable or not; including related know-how; (ii) U.S. and/or foreign patents, patent applications, plant variety rights, plant variety right
applications, reissues, continuations, continuations-in-part and divisionals; and (iii) copyrighted works, which are individually or collectively
created, developed, made, acquired or licensed in by CERES or NOBLE independent of this Agreement.
     2.5.1 Any party asserting that certain intellectual property is BACKGROUND INTELLECTUAL PROPERTY shall have the burden of
  substantiating such claim, if necessary, with tangible evidence, including but not limited to paper or electronic records.
      2.5.2 The parties acknowledge and agree that all relevant BACKGROUND INTELLECTUAL PROPERTY for a RESEARCH
  PROJECT should be set forth within the corresponding SCHEDULE. With respect to each element of BACKGROUND INTELLECTUAL
  PROPERTY listed in a SCHEDULE, the listing party shall include the following: ownership or licensed rights (exclusive or non-exclusive)
  held by the listing party (if no ownership) with respect to the COLLABORATION CROPS. Notwithstanding, subject to Paragraph 2.5.1,
  failure to specifically set forth such BACKGROUND INTELLECTUAL PROPERTY in a SCHEDULE will not foreclose a later claim that
  certain intellectual property is BACKGROUND INTELLECTUAL PROPERTY.
   2.6 CERES and NOBLE shall have an undivided interest in JOINT INTELLECTUAL PROPERTY. Consequently, any and all patent
applications or plant variety rights applications that


CERES-NOBLE Master Research Agreement                                                                                                  Page 7 of 57
cover JOINT INTELLECTUAL PROPERTY shall be assigned jointly to CERES and NOBLE as soon as practicable.
     2.6.1 All rights and title to CERES INTELLECTUAL PROPERTY and CERES BACKGROUND INTELLECTUAL PROPERTY shall
  belong to CERES, and NOBLE shall not acquire any interest in the same by its performance under this Agreement.
     2.6.2 All rights and title to NOBLE INTELLECTUAL PROPERTY and NOBLE BACKGROUND INTELLECTUAL PROPERTY shall
  belong to NOBLE, and CERES shall not acquire any interest in the same by its performance under this Agreement.
   2.7 Each party will notify the other party, in writing (―INVENTION NOTICE‖), within thirty (30) days of reduction to practice or
knowledge of conception or discovery of JOINT INTELLECTUAL PROPERTY, and each INVENTION NOTICE will describe the JOINT
INTELLECTUAL PROPERTY with sufficient specificity to allow assessment by the other party.
   2.8 Unless circumstances (e.g., publication submission, presentation, etc.) prohibit such duration, the parties shall consult within twenty
(20) days of receiving an INVENTION NOTICE, such consultation shall concern whether to proceed to obtain intellectual property protection
on the disclosed JOINT INTELLECTUAL PROPERTY or whether to protect the same through other methods. CERES shall have the first
option to pursue such protection in its best judgment in the joint names of both parties. If CERES so elects by written notice within sixty
(60) days of such initial consultation, CERES shall be the ―ADMINISTERING PARTY‖ for the purposes of this Agreement.
     2.8.1 The ADMINISTERING PARTY shall be responsible for retaining counsel, overseeing the process of securing intellectual property
  protection (i.e., the preparation, filing and prosecution of patent or plant variety rights application(s)) and maintaining intellectual property
  protection for the mutual benefit of the parties, in its best judgment, for that which it had prosecution responsibility. In addition to other
  reporting responsibilities provided below, the ADMINISTERING PARTY shall promptly notify the other party following retention of
  counsel. The parties will provide, and cause their respective employees, agents and students to provide, all reasonable assistance which may
  be required in connection with the filing and prosecution of such intellectual property rights, including without limitation the signing of
  documents.
     2.8.2 The ADMINISTERING PARTY shall keep the non-administering party advised as to all developments with respect to all patent
  and plant variety rights application(s) and issued patents and plant variety rights covering jointly owned JOINT INTELLECTUAL
  PROPERTY, which includes supplying copies of all papers received and filed in connection with such applications and patents in sufficient
  time for the non-administering party to comment thereon.
   2.9 CERES agrees to bear all legal expenses incurred by CERES as an ADMINISTERING PARTY in obtaining and maintaining patents
and plant variety rights, U.S. and foreign, covering JOINT INTELLECTUAL PROPERTY.
   2.10 If CERES does not elect to file an application for a patent or plant variety rights or continue maintenance of a patent or plant variety
rights in a particular country, consistent with the


CERES-NOBLE Master Research Agreement                                                                                                 Page 8 of 57
consultation of Paragraph 2.8, NOBLE may file such application, continue such prosecution, or maintain such patent or plant variety rights at
its own expense; provided however, that prior to filing any such application NOBLE will grant CERES the opportunity to discuss the possible
disclosure of confidential information which may occur through such filing. NOBLE will take into account any issues raised by CERES during
such discussion, but NOBLE will have the right to proceed with such filing in accordance with its best judgment. For any such application,
patent or plant variety rights, NOBLE shall serve as the ADMINISTERING PARTY. CERES shall have non-exclusive rights under the specific
patent application(s), plant variety right application(s), patent(s) and/or plant variety right(s) in the country(ies) in which CERES declined to
initiate or continue its participation, subject to paying NOBLE reasonable remuneration (whether as a royalty or in some other form as the
parties may agree) to be negotiated in good faith, and in any case CERES shall remain free to use and practice the JOINT INTELLECTUAL
PROPERTY covered by such specific patent application(s)/patent(s) or plant variety rights application(s)/plant variety right(s) for research and
evaluation purposes.
    2.11 At each quarterly meeting of the MANAGEMENT COMMITTEE, CERES will report CERES INTELLECTUAL PROPERTY on
which patent applications were filed in the preceding quarter and the general subject matter of patent applications reasonably anticipated to be
filed in the near term, and NOBLE will report NOBLE INTELLECTUAL PROPERTY on which patent applications were filed in the
preceding quarter and the general subject matter of patent applications reasonably anticipated to be filed in the near term. In addition, the
parties may exchange information regarding their respective INTELLECTUAL PROPERTY at other times as they deem fit.
3. USE AND COMMERCIALIZATION RIGHTS.
   3.1 Through the express grant of such rights in any SCHEDULE, CERES may grant NOBLE the right to use CERES BACKGROUND
INTELLECTUAL PROPERTY to the extent required for, and for the sole purpose of, the performance by NOBLE (or its
SUBCONTRACTORS) of RESEARCH PROJECTS. SCHEDULES may specify that similar rights are granted with respect to defined
elements of CERES BACKGROUND INTELLECTUAL PROPERTY.
   3.2 NOBLE shall have the right to use JOINT INTELLECTUAL PROPERTY and OTHER RESEARCH RESULTS (a) for the purpose of
the implementation of RESEARCH PROJECTS; (b) for internal research purposes (i.e., not in collaboration with or for the benefit of third
parties), which do not concern the breeding or germplasm improvement of COLLABORATION CROPS; and (c) for research purposes in all
crops except (i) the COLLABORATION CROPS and (ii) the specific crops set forth in EXHIBIT E . The provisions of this Agreement on
CONFIDENTIALITY (Article 9) and PUBLICATIONS (Article 6) will apply with respect to all the foregoing activities.
     3.2.1 CERES shall have an exclusive first option to commercialize any results of NOBLE‘s research activities under Paragraphs 3.2(a)
  and 3.2(b). NOBLE shall notify CERES, in writing, of any such results.
     3.2.2 If CERES exercises its option by written notice within ninety (90) days of NOBLE‘S written notice under Paragraph 3.2.1, CERES
  and NOBLE shall negotiate the terms of a commercialization agreement that covers the reported results. If, despite the parties‘ good faith
  efforts, CERES and NOBLE are unable to agree upon the terms and conditions of such agreement within one hundred and eighty (180) days
  after commencing good faith negotiations,


CERES-NOBLE Master Research Agreement                                                                                               Page 9 of 57
  or at any earlier time agreed to by the parties, then NOBLE shall be free to commercially exploit the results or grant licenses, with the right
  to grant sublicenses, to third parties, to use and commercially exploit such results for all crops except (a) the COLLABORATION CROPS
  and (b) the specific crops set forth in EXHIBIT E .
     3.2.3 If CERES declines to exercise this option or fails to respond within ninety (90) days of NOBLE‘S written notice under
  Paragraph 3.2.1, NOBLE shall then be free to commercially exploit the results or grant licenses, with the right to grant sublicenses, to third
  parties to use and commercially exploit such results for all crops except (a) the COLLABORATION CROPS and (b) the specific crops set
  forth in EXHIBIT E .
      3.2.4 Pursuant to Paragraphs 3.2.2 or 3.2.3, if NOBLE proceeds to commercial exploitation of such results whether through the grant of a
  license to a third party or otherwise (subject to Paragraph 14.2 on exclusivity), such exploitation shall result in NOBLE paying CERES
  reasonable remuneration (whether as a royalty or in some other form as the parties may agree) to be negotiated in good faith. This
  remuneration shall take into account the financial contribution of each party in research, development, marketing and commercialization
  with respect to the relevant products.
    3.3 Subject to the reservations and rights granted to NOBLE in Paragraph 3.2, the parties acknowledge and agree that CERES shall have the
exclusive right, with the right to grant sublicenses to this right, to use and commercially exploit JOINT INTELLECTUAL PROPERTY and
OTHER RESEARCH RESULTS for any and all uses and fields, including, but not limited to, use in the COLLABORATION CROPS and
crops other than the COLLABORATION CROPS. Any commercialization (including, but not limited to, the grant of commercialization
licenses) of JOINT INTELLECTUAL PROPERTY and/or OTHER RESEARCH RESULTS shall result in CERES paying NOBLE a
reasonable remuneration (whether as a royalty or in some other form as the parties may agree) to be negotiated in good faith. This remuneration
shall take into account the financial contribution of each party in research development, marketing and commercialization with respect to the
relevant products. The terms for remuneration will be specified, with respect to specific RESEARCH PROJECTS, JOINT INTELLECTUAL
PROPERTY and/or OTHER RESEARCH RESULTS, either in the respective SCHEDULES or in other agreements to be executed by the
parties.
   3.4 Subject to the reservations of Paragraph 3.2, NOBLE agrees to grant CERES an exclusive, world-wide license, with the right to grant
sublicenses, to use and exploit commercially (a) NOBLE‘s interest in any JOINT INTELLECTUAL PROPERTY and OTHER RESEARCH
RESULTS; (b) NOBLE INTELLECTUAL PROPERTY and (c) when necessary for the commercialization or use of JOINT INTELLECTUAL
PROPERTY and/or OTHER RESEARCH RESULTS and/or NOBLE INTELLECTUAL PROPERTY for the COLLABORATION CROPS,
NOBLE BACKGROUND INTELLECTUAL PROPERTY, subject to paying NOBLE reasonable remuneration (whether as a royalty or in
some other form as the parties may agree) to be negotiated in good faith. This remuneration shall take into account the financial contribution of
each party in research, development, marketing and commercialization with respect to the relevant products. Such license grants will be further
specified in other agreements to be executed by the parties. SCHEDULES to this Agreement may refer to the Model License Agreement for
Non-transgenic Varieties in EXHIBIT G .


CERES-NOBLE Master Research Agreement                                                                                               Page 10 of 57
4. ENFORCEMENT OF JOINT INTELLECTUAL PROPERTY RIGHTS.
   4.1 CERES will have the right, at its own discretion and expense, to take any action to enforce and to initiate and prosecute suits for
infringement of jointly owned intellectual property rights covering JOINT INTELLECTUAL PROPERTY. CERES and NOBLE will consult
with each other upon a course of action and enforcement strategy. CERES will be responsible for the conduct of any such enforcement action,
and NOBLE will reasonably cooperate with CERES to effect the enforcement action, and if appropriate, determine a settlement position.
CERES shall be responsible for retaining counsel and shall promptly notify NOBLE following retention of counsel, and NOBLE agrees to be
represented by such counsel as may be required for any enforcement action or settlement. For purposes of settlement, CERES shall be the
contact with the parties‘ counsel as well as the opposing party(ies) and shall have the right to enter into settlements. CERES shall keep NOBLE
advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to NOBLE copies
of all papers received and filed in sufficient time for NOBLE to comment thereon. NOBLE may attend any and all meetings with the parties‘
counsel and the opposing side for settlement purposes. NOBLE agrees to voluntarily join in any action brought by CERES as a party
plaintiff/defendant, if necessary, at the expense of CERES. If necessary, NOBLE agrees to enter into a joint defense agreement.
    4.2 In situations where a substantial commercial interest of NOBLE‘s is harmed by infringement, and CERES elects not to pursue any
action to enforce and to initiate and prosecute suits for infringement, NOBLE shall have the right to pursue any such action in all crops except
(a) the COLLABORATION CROPS and (b) the specific crops set forth in EXHIBIT E, and CERES will reasonably cooperate with NOBLE, if
necessary, to permit NOBLE to properly enforce its rights. NOBLE will be responsible for the conduct of any such enforcement action.
NOBLE shall be responsible for retaining counsel and shall promptly notify CERES following retention of counsel, and CERES agrees to be
represented by such counsel as may be required for any enforcement action or settlement. For purposes of settlement, NOBLE shall be the
contact with the parties‘ counsel as well as the opposing party(ies) and shall have the right to enter into settlements. NOBLE shall keep CERES
advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to CERES copies
of all papers received and filed in sufficient time for CERES to comment thereon. CERES may attend any and all meetings with the parties‘
counsel and the opposing side for settlement purposes. CERES agrees to voluntarily join in any action brought by NOBLE as a party
plaintiff/defendant, if necessary, at the expense of NOBLE. If necessary, CERES agrees to enter into a joint defense agreement.
    4.3 Any damages received by CERES as a result of an enforcement action of rights to JOINT INTELLECTUAL PROPERTY, after
deduction of all enforcement related costs incurred by CERES, shall be considered as revenues for the purpose of remuneration payments to
NOBLE, as set forth in any applicable license/commercialization agreement between the parties. In the absence of any such
license/commercialization agreement, the parties will share such damages after deduction of all enforcement related costs incurred by CERES,
in proportion to their relative financial contributions to the creation (i.e., research and development) of such JOINT INTELLECTUAL
PROPERTY.


CERES-NOBLE Master Research Agreement                                                                                             Page 11 of 57
5. TERMINATION.
    5.1. The term of this Agreement shall be twenty (20) years from the Effective Date, unless sooner terminated in accordance with the
following provisions of this Paragraph:
      (a) mutual, written agreement of the parties;
     (b) failure of one party to satisfy its material obligations under this Agreement, and such party subsequently fails to cure such failure(s)
  within (i) thirty (30) days for failures to remit payment for amounts due under this Agreement and (ii) ninety (90) days for all other
  obligations in each case after receipt of written notice from the non-breaching party specifying such failure(s);
     (c) one (1) year‘s written notice of termination by either CERES or NOBLE to the other party in case either the terminating party or the
  other party ceases substantially all activities in the COLLABORATION CROPS;
      (d) NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days‘ written notice to CERES, (i) if CERES
  seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such
  proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in case of dissolution or winding up
  of CERES (excluding any situation where all or substantially all of CERES‘ assets, stock or business to which this Agreement relates are
  acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); (iii) with written notice to CERES, to be
  given no later than March 31, 2010 if Ceres has failed in a substantial manner, by December 31, 2009, to implement the activities set forth in
  EXHIBIT F , and does not remedy such failure or offer a remediation plan which is reasonably acceptable to NOBLE within ninety
  (90) days after receipt of a written notice from NOBLE specifying such failure; or (iv) with one hundred twenty (120) days‘ written notice to
  CERES, if the institutional mission, purpose or structure of NOBLE would change substantially and adversely affect NOBLE‘S ability to
  satisfy its obligations hereunder;
      (e) CERES will have the right to terminate this Agreement unilaterally: (i) with thirty (30) days‘ written notice to NOBLE if Dr. Joe
  Bouton ceases to be associated with NOBLE and the RESEARCH PROJECTS contemplated by this Agreement, and NOBLE has not
  replaced him within one hundred twenty (120) days by a person reasonably acceptable to CERES; (ii) with ninety (90) days‘ written notice
  to NOBLE, if the institutional mission, purpose or structure of NOBLE would change substantially and adversely affect NOBLE‘S ability to
  satisfy its obligations hereunder; or (iii) with one (1) years‘ written notice to NOBLE, if CERES has a documented, compelling business
  reasons to cease the collaboration; or
     (f) either party will have the right to terminate this Agreement if no active RESEARCH PROJECTS exist for more than two (2) years,
  provided that on or after the second anniversary of the expiration or termination of the last SCHEDULE to expire or terminate, the parties
  have not agreed on any new SCHEDULE despite (i) negotiations in good faith by both parties or (ii) diligent, documented attempts by the
  terminating party to conduct negotiations in good faith with respect to one or more new SCHEDULES, to which attempts the other party has
  not been responsive.


CERES-NOBLE Master Research Agreement                                                                                                Page 12 of 57
   5.2 Promptly upon the delivery of a notice of termination of this Agreement, the parties will meet to discuss the ongoing RESEARCH
PROJECTS, and each party will provide to the other party any data, information and germplasm that constitutes or is covered by JOINT
INTELLECTUAL PROPERTY and which has not been provided prior to the notice of termination, without prejudice to additional on-going
delivery obligations set forth in any SCHEDULES.
    5.3 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof nor any
license grants then in existence, subject to payment of remuneration as set forth in any relevant license/commercialization agreements. Further,
the provisions set forth hereinafter shall apply.
      5.3.1 In case of termination on the basis of (w) Paragraph 5.1(b) if CERES is the breaching party; (x) Paragraph 5.1(c) if CERES ceases
  substantially all activities in the COLLABORATION CROPS; (y) Paragraphs 5.1(d)(i), 5.1(d)(ii) or 5.1(d)(iii); or (z) Paragraph 5.1(e)(iii),
  at or about the effective date of termination, the parties will negotiate in good faith to reach agreement as to the rights to use and
  commercially exploit JOINT INTELLECTUAL PROPERTY, which will be addressed in one or more written agreements. If the parties fail
  to reach agreement within ninety (90) days after the start of such negotiations, which shall be evidenced by written notice from one party to
  the other initiating such negotiations, each party shall have the non-exclusive right to use and commercially exploit JOINT
  INTELLECTUAL PROPERTY for any and all purposes, with the right to grant sublicenses, subject to the obligations of the first sentence of
  Paragraph 5.3 and the provisions set forth hereinafter. With respect to commercialization by either party of varieties of COLLABORATION
  CROPS which constitute or incorporate JOINT INTELLECTUAL PROPERTY not yet exclusively licensed to CERES as of the termination
  date (a) during a period of three (3) years after the termination date of this Agreement, CERES will pay remuneration to NOBLE for
  CERES‘ commercialization activities as if such varieties were licensed exclusively to CERES, and the remuneration shall be settled in
  accordance with the dispute resolution procedure in Article 11, and NOBLE will pay one-half of the remuneration so determined to CERES
  for NOBLE‘S commercialization activities and (b) after the expiration of a three (3) year period from the termination date of this
  Agreement, each party shall pay the other party remuneration at one-half of the rate so determined for their respective commercialization
  activities. No remuneration shall be due by either party with respect to any other use or commercialization of JOINT INTELLECTUAL
  PROPERTY.
      5.3.2 In case of termination on the basis of (v) Paragraph 5.1(b) if NOBLE is the breaching party; (w) Paragraph 5.1(c) if NOBLE ceases
  substantially all activities in the COLLABORATION CROPS; (x) Paragraph 5.1(d)(iv); (y) Paragraphs 5.1(e)(i) or 5.1(e)(ii) or (z)
  Paragraph 5.1(f), subject to the obligations of the first sentence of Paragraph 5.3, CERES shall have the exclusive right to commercialize
  any JOINT INTELLECTUAL PROPERTY to the extent such JOINT INTELLECTUAL PROPERTY is not covered by any relevant
  license/commercialization agreement between the parties. At or about the effective date of termination, the parties will negotiate in good
  faith to reach agreement as to reasonable remuneration (whether as a royalty or in some other form as the parties may agree), which will be
  addressed in one or more written agreements. If the parties fail to reach agreement within ninety (90) days after the start of such
  negotiations, which shall be evidenced by written notice from one party to the other initiating such negotiations, the remuneration shall be
  settled in


CERES-NOBLE Master Research Agreement                                                                                             Page 13 of 57
  accordance with the dispute resolution procedure in Article 11. Further, for termination under Paragraphs 5.1(b), 5.1(c), 5.1(d)(iv) and
  5.1(e)(ii), NOBLE‘S internal research rights under Paragraph 3.2 shall terminate simultaneously.
   5.4 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement
before termination or rescind any payments made or due before termination. Articles 2, 3 (subject to Paragraph 5.3), 4, 5, 6, 7, 9, 11, 15 and 16
will survive any termination of this Agreement.
   5.5 Termination of this Agreement shall not automatically terminate any existing RESEARCH PROJECT, which can only be terminated
according to the specific terms of the related SCHEDULE. The terms and provisions of this Agreement shall continue to apply to the activities
and outcomes of any such RESEARCH PROJECTS, notwithstanding the termination of this Agreement, unless provided otherwise in the
relevant SCHEDULE or by written agreement of the parties upon termination.
6. PUBLICATIONS AND DISCUSSIONS.
   6.1 The parties agree that the researchers involved in the RESEARCH PROJECTS are permitted to present methods and/or results of the
RESEARCH PROJECTS at symposia and professional meetings and to publish the same in journals or the like; provided however, the
disclosing party must furnish copies of any proposed publication, presentation or disclosure (collectively ―Disclosure‖) to the other party at
least thirty (30) days in advance of the specific submission, presentation or other disclosure.
   6.2 The non-disclosing party shall have the thirty (30) day notice period to object, in writing, to such proposed Disclosure because it
contains (a) potentially patentable subject matter that needs protection or (b) BACKGROUND INTELLECTUAL PROPERTY or JOINT
INTELLECTUAL PROPERTY or INTELLECTUAL PROPERTY of the non-disclosing party or OTHER RESEARCH RESULTS which need
to be kept confidential for compelling business reasons in the non-disclosing party‘s reasonable judgment. In the event that the non-disclosing
party makes such objection, the disclosing party will (x) if applicable, elect to cooperate with the non-disclosing party to obtain proper
protection in accordance with the provisions of Article 2 herein or (y) remove the objectionable subject matter from the Disclosure. No delay
caused by the non-disclosing party under this paragraph shall extend beyond three (3) months, wherein upon such delay, the disclosing party
shall be permitted to proceed without being in breach of this Article.
    6.3 CERES and NOBLE shall use reasonable effort to avoid any action that might jeopardize the ability of the parties, individually or jointly
as the case may be, to obtain or retain valid/enforceable intellectual rights in JOINT INTELLECTUAL PROPERTY, NOBLE
INTELLECTUAL PROPERTY or CERES INTELLECTUAL PROPERTY.
7. RECORDS AND AUDITS.
The parties shall keep accurate and detailed records in accordance with good accounting practices of all expenses and extramural income, if
any, relating to the RESEARCH PROJECTS. All such records shall be subject to inspection by an independent auditor designated by the other
party and reasonably


CERES-NOBLE Master Research Agreement                                                                                              Page 14 of 57
acceptable to the audited party within normal business hours with at least fourteen (14) days notice. Such inspection rights shall terminate, with
respect to each RESEARCH PROJECT, on the third anniversary of the expiration or termination of such RESEARCH PROJECT.
8. INDEPENDENT CONTRACTOR.
The relationship of the parties is that of independent contractors. Nothing herein is intended or will be construed to establish any agency,
partnerships or joint ventures. Neither party is authorized or empowered to act as an agent for the other party for any purpose, nor shall either
party be bound by the acts or conduct of the other party.
9. CONFIDENTIALITY.
   9.1 As used in this Agreement, the term ―Confidential Information‖ shall mean (a) all non-public information and material received by one
party from the other in furtherance of the collaboration contemplated by this Agreement and (b) any and all information, results including
material and observations generated in the performance of any RESEARCH PROJECT including, without limitation, CERES
INTELLECTUAL PROPERTY, NOBLE INTELLECTUAL PROPERTY, JOINT INTELLECTUAL PROPERTY and OTHER RESEARCH
RESULTS. Confidential Information can include, but is not limited to, information concerning the disclosing party‘s operations, research,
processes, techniques, data and non-public materials.
   9.2 Subject to Paragraph 9.3, for a period of five (5) years after the termination of the related RESEARCH PROJECT, the receiving party
shall not use, except (a) for the benefit of the parties‘ collaboration or (b) such use as is expressly allowed by this Agreement and/or disclose
any Confidential Information to any third party without the prior written consent of the disclosing party if the Confidential Information was
received from the other party, or the prior written consent of both parties if the Confidential Information was generated during a RESEARCH
PROJECT. Confidential Information shall only be made accessible to each party‘s employees or students on a need-to-know basis. Manuscripts
and papers published in scientific journals and presentations made at public meetings that include Confidential Information are exempt from
the conditions of this Paragraph, provided the parties followed the procedure set forth in Article 6.
   9.3 The receiving party shall have no obligations of confidentiality for information that: can be established through written evidence to be in
the possession of the receiving party prior to the disclosure by the disclosing party; is or becomes public knowledge through no fault of the
disclosing party; and/or is acquired from others not under an obligation of confidentiality to the disclosing party. In addition, the parties,
pursuant to the express terms of this Agreement or any SCHEDULE or other agreement between the parties, shall have the right to proceed to
disclosures of Confidential Information (a) as required to file for intellectual property protection or registration or deregulation or approval of
genetically modified organisms; (b) as required to exercise commercialization rights granted in or on the basis of this Agreement and for
related marketing activities; (c) as required by laws, rules or regulation or court ordering such as, without limitation, SEC regulations and IRS
regulations; or (d) in CERES‘ reasonable judgment for the limited purpose of (potential) investors and business partners.


CERES-NOBLE Master Research Agreement                                                                                                Page 15 of 57
10. NOTICES.
Any notices required to be given or which shall be given under this Agreement shall be in writing and delivered by first class mail or overnight
(trackable) courier addressed to the parties as follows:
    Vice President of Product Development
    Ceres, Inc.
    1535 Ranch Conejo Blvd.
    Thousand Oaks, California 91320
    Vice President, General Counsel
    The Samuel Roberts Noble Foundation, Inc.
    2510 Sam Noble Parkway
    Ardmore, Oklahoma 73401
In the event that notices under this Agreement are sent by certified or registered mail (or alternatively, by overnight courier) by one party to the
other party at its above address, they shall be deemed to have been given or made as of the date so mailed.
11. DISPUTE RESOLUTION AND APPLICABLE LAW.
All disputes, differences or questions arising out of or in connection with this Agreement or its SCHEDULES, or related to the alleged breach,
termination, validity, interpretation or violation thereof, shall be submitted to the MANAGEMENT COMMITTEE for resolution, which shall
convene, whether in person or otherwise, to resolve such dispute in a timely manner. Either party may initiate a resolution procedure by
providing written notice (―Dispute Notice‖) to the other party, and any such Dispute Notice must set forth the subject matter of the dispute,
difference or question. If after sixty (60) days the dispute remains unresolved, the presidents of CERES and NOBLE shall seek to resolve the
dispute through negotiation or mediation. If negotiation is elected, the parties agree that at least eight (8) cumulative hours of negotiations
between the presidents will be undertaken. If mediation is elected, the presidents will meet at a neutral site for mediation. Unless agreed to
otherwise, the neutral site shall be Denver, Colorado. The mediation shall be conducted in accordance with the then existing Commercial
Mediation Rules of the American Arbitration Association (AAA). The mediator shall be selected by mutual agreement of the parties. If the
parties cannot agree on a mediator, AAA shall designate a mediator at the request of either party. Any mediator so designated must be
acceptable to both parties. Fees for the mediation will be shared equally, and the parties will responsible for their respective expenses.
Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement agreement.
Any dispute, controversy, or claim arising out of or in connection with this Agreement or its SCHEDULES, or related to the alleged breach,
termination, validity, interpretation or violation thereof, not settled by negotiation or mediation in accordance with the terms hereof, shall be
finally settled and determined by arbitration administered by the AAA under its then current Commercial Arbitration Rules and Mediation
Procedures (including Procedures for Large, Complex Commercial Disputes) (the ―Rules‖). The written reasoned award of the arbitrators shall
be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court
having jurisdiction.


CERES-NOBLE Master Research Agreement                                                                                                 Page 16 of 57
   (a) Initiation of Arbitration . Any party may initiate arbitration by filing a written request for arbitration with the AAA. A copy of the
request shall be furnished to all other parties in accordance with the provisions of the Rules and the provisions in the agreement between the
parties concerning notices. For all purposes the ―commencement of the arbitration‖ shall be deemed to be the date on which any party issues a
written demand for arbitration in accordance with the requirements of Article 10.
    (b) Appointment of Arbitrators . Each party shall appoint an arbitrator, and the two arbitrators so appointed shall appoint the third
arbitrator. The party initiating the arbitration shall appoint its arbitrator at the commencement of the arbitration. The other party shall appoint
its arbitrator within thirty (30) days of the commencement of the arbitration. If the arbitrators appointed by the parties fail to appoint the third
arbitrator within sixty (60) days of the commencement of the arbitration, the AAA shall appoint the third arbitrator following consultation with
the parties.
   (c) Qualifications of Arbitrators . Each arbitrator so appointed shall have a reputation as being experienced in the legal and technical
matters related to the dispute, shall be required to disclose, among other disclosures, any prior involvement with the legal and technical matters
related to the dispute and any involvement with a competitor of any party, and shall not be presently nor in the past have been affiliated with
any party or a competitor of any party. Notwithstanding the method of their appointment, each arbitrator shall be required to meet the standards
contained in the Rules with respect to impartiality, independence and neutrality.
    (d) Location of the Arbitration . The seat of arbitration shall be Denver, Colorado. The arbitrators may hold hearings at such other locations
as the arbitrators shall determine, after consultation with the parties.
   (e) Language of Arbitration . The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any written
evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof.
   (f) Procedural Requirements . The arbitrators shall, after consultation with the parties, make appropriate provision in the arbitration process
for rules specific to this arbitration which:
            (i) require the disclosure of all exhibits expected to be used by the parties at the arbitration, and the exchange of complete copies of
     all such exhibits in advance of the arbitration;
            (ii) determine the dates for the exchange of said written disclosures and copies of said exhibits;
            (iii) require the written disclosure of the identity of all witnesses whom the parties expect to call at the arbitration;
            (iv) determine the dates for the exchange of the written disclosures of the identity of witnesses which the parties expect to call at
     the arbitration;


CERES-NOBLE Master Research Agreement                                                                                                   Page 17 of 57
           (v) determine the dates for the exchange of sworn narrative statements containing the testimony of all witnesses whom the parties
     expect to call at the arbitration;
           (vi) require that the sworn narrative testimony of witnesses be submitted in substitution for the direct examination of the witness,
     and that all witnesses whose sworn testimony is submitted for consideration by the arbitrators must present him or herself for cross
     examination at the time and place of the arbitration hearing, unless some other procedure providing the parties with a full and complete
     opportunity for cross-examination has been established and provided by the arbitrators, the parties and the witness;
           (vii) prohibit, except upon a showing of good cause, or for purposes of rebuttal, the receipt into evidence of any exhibit not
     disclosed by the parties, nor shall the arbitrators permit a party to present the testimony of any witness whose identity and testimony was
     not exchanged prior to the arbitration;
            (viii) permit discovery as reasonable and necessary for the orderly preparation of the dispute for hearing and determination of the
     dispute (said discovery may include requests for production of documents and depositions of witnesses who cannot be summoned to the
     arbitration or are otherwise unavailable to attend the arbitration); and
           (ix) require all parties and experts to maintain all information and documents they have received , reviewed, exchanged or given
     testimony about in confidence pursuant to an appropriate confidentiality undertaking and order.
   (g) Limitation on Remedies . The arbitrators are precluded from awarding punitive or exemplary damages. In no event shall the arbitrators
have the powers of an amiable compositeur.
   (h) Resort to the Courts . Nothing in this Agreement prohibits any party from seeking interim or conservatory relief in any court of
competent jurisdiction; provided however , that neither the filing of an application for a temporary restraining order, preliminary injunction or
other interim or conservatory relief, as necessary, nor the granting of such relief, shall be deemed to be a waiver of the obligation of the party to
have the dispute heard and determined solely and exclusively by arbitration.
    (i) Survival. The rights and obligations of the parties as described herein shall survive the termination, expiration, non-renewal or rescission
of the Agreement between the parties.
12. PUBLICITY.
   12.1 NOBLE will not identify CERES in any products, publicity, promotion, promotional advertising or other promotional materials to be
disseminated to the public, or use any trademark, service mark, trade name, logo or symbol that is representative of CERES or its entities,
whether registered or not, or use the name, title, likeness or statement of any CERES employee or student, without CERES‘ prior written
consent. Any use of CERES‘ name shall be limited to statements of fact and shall not imply endorsement by CERES of NOBLE‘S research,
products or services.


CERES-NOBLE Master Research Agreement                                                                                                 Page 18 of 57
   12.2 CERES will not identify NOBLE in any products, publicity, promotion, promotional advertising or other promotional materials to be
disseminated to the public, or use any trademark, service mark, trade name, logo or symbol that is representative of NOBLE or its entities,
whether registered or not, or use the name, title, likeness or statement of any NOBLE faculty member, employee or student, without NOBLE‘S
prior written consent. Any use of NOBLE‘S name shall be limited to statements of fact and shall not imply endorsement by NOBLE of
CERES‘ research, products or services.
   12.3 Notwithstanding any provision of this Article, either of the parties can disclose or otherwise acknowledge, without restriction, the
existence of this Agreement as well as the collaborative relationship between the parties without the prior consent of the other party.
Notwithstanding the unilateral disclosure rights provided for in this paragraph, if the disclosure or acknowledgement takes the form of a written
release, the disclosing party shall provide the other party a copy of any such unilateral disclosure prior to its release so as to allow the other
party to comment and shall take such comments reasonably into account. However, no advance copy needs to be provided of any releases
referred to in Paragraph 12.4(a) or 12.4(b) or of any releases which are identical to previous releases.
    12.4 The parties intend to issue joint press releases regarding their collaboration. Any such press release and any press release by either
party will be subject to the prior written approval of both parties; provided however, that (a) CERES shall have the right to otherwise disclose
information as may be required in CERES‘ judgment to comply with SEC regulations or other laws, rules or regulations governing disclosure
of information and (b) NOBLE shall have the right to otherwise disclose information as may be required in NOBLE‘S judgment to comply
with IRS or state regulations or other laws, rules or regulations governing disclosure of information. Notwithstanding the unilateral disclosure
rights provided for in this paragraph, the disclosing party shall provide the other party a copy of any such unilateral disclosure preferably prior
to its release.
13. MANAGEMENT COMMITTEE.
   13.1 The parties will establish a MANAGEMENT COMMITTEE to supervise the implementation, execution and progress of this
Agreement and its RESEARCH PROJECTS. The MANAGEMENT COMMITTEE will consist of four (4) members, two (2) to be appointed
by each party and will meet at least once every calendar quarter, in person or by telephone, on dates and at locations to be mutually agreed. The
representatives of each party may invite other employees of that party to meeting on an as-needed basis, subject to prior notification of the
other party.
   13.2 The MANAGEMENT COMMITTEE shall approve project teams and RESEARCH PROJECT principal investigators. The
MANAGEMENT COMMITTEE shall determine the resources necessary to achieve the goals of each RESEARCH PROJECT, within the
limits of the total RESEARCH PROJECT budget provided in the relevant SCHEDULE. The RESEARCH PROJECT principal investigators
shall report to the MANAGEMENT COMMITTEE at such intervals as may be determined by the MANAGEMENT COMMITTEE. The
MANAGEMENT COMMITTEE shall review progress and may, as appropriate, revise stated or set additional goals. The MANAGEMENT
COMMITTEE shall have the authority to modify those provisions of each SCHEDULE listed in Paragraph 1.4.1.


CERES-NOBLE Master Research Agreement                                                                                                Page 19 of 57
    13.3 Decisions of the MANAGEMENT COMMITTEE shall be made by unanimous agreement and recorded in a manner prescribed by the
MANAGEMENT COMMITTEE as a true record of the decisions. If the MANAGEMENT COMMITTEE cannot come to a unanimous
agreement on any matter then the status quo shall apply. If either party believes that the matter is materially adverse to the objectives of this
Agreement and/or the matter significantly hinders the party‘s ability to satisfy its obligations under this Agreement, then the matter shall be
settled in accordance with the disputes procedure in Article 11.
14. EXCLUSIVITY.
   14.1 In consideration of CERES‘ development of a new market for the COLLABORATION CROPS and the significant activities associated
with the development of this market, NOBLE agrees to grant CERES exclusive access to NOBLE‘S plant improvement activities specifically
involving the COLLABORATION CROPS, whether through plant breeding or transformation.
    14.2 During the term of this Agreement, subject to the provisions of this Agreement on subcontracting (Paragraph 1.13 and its related
subparagraphs), NOBLE (a) will not collaborate with or perform any activities for the benefit of or grant any rights to any for-profit third party
in the field of the COLLABORATION CROPS without the prior written consent of CERES or (b) will not collaborate with or perform any
activities for the benefit of or grant any rights to any not-for-profit third party with respect to breeding or germplasm improvement of
COLLABORATION CROPS without the prior written consent of CERES.
     14.2.1 The parties contemplate entering a separate agreement, in partial consideration for the exclusivity granted to CERES in this
  Article, that would provide NOBLE the right, pursuant to the terms of such agreement and the continuation of such exclusivity, to obtain a
  minor equity position in CERES. If the parties have not agreed to the terms of such agreement prior to the conclusion of two hundred and
  seventy (270) days from the Effective Date of this Agreement, despite negotiations in good faith by both parties, unless this period is
  extended by the mutual agreement of the parties, NOBLE shall have the right to terminate its obligations set forth in this Article 14.2 by
  written notice to CERES, to be delivered no later than one (1) year from the Effective Date of this Agreement.
    14.3 During the term of this Agreement, NOBLE will promptly notify CERES, in writing, of any contemplated internal research activities
(i.e., non-RESEARCH PROJECTS) that specifically involve the COLLABORATION CROPS and will submit a detailed, written research
proposal to CERES. If CERES so requests, the parties will negotiate in good faith to agree on a new RESEARCH PROJECT and
accompanying SCHEDULE or an amendment to an existing SCHEDULE on the basis of such research proposal. If CERES does not request
such negotiations, or if the parties fail to reach agreement on a new SCHEDULE (or amendment to an existing SCHEDULE) based on such
research proposal within ninety (90) days from delivery of the research proposal, NOBLE will have the right, subject to Paragraphs 3.2 and
14.2, to proceed to such internal research, and CERES is hereby granted an exclusive first option to commercialize any results of such
activities. NOBLE shall notify CERES, in writing, of any such results.
     14.3.1 If CERES exercises its option by written notice within ninety (90) days of NOBLE‘S written notice under Paragraph 14.3, CERES
  and NOBLE shall negotiate the terms


CERES-NOBLE Master Research Agreement                                                                                               Page 20 of 57
  of a commercialization agreement that covers the reported result. If, despite the parties‘ good faith efforts, CERES and NOBLE are unable
  to agree upon the terms and conditions of such agreement within one hundred and eighty (180) days after commencing good faith
  negotiations, or at any earlier time agreed to by the parties, then NOBLE shall be free to commercially exploit the results or offer rights in
  such results to third parties in any and all crops.
     14.3.2 If CERES declines to exercise this option or fails to respond within ninety (90) days of NOBLE‘S notice under Paragraph 14.3,
  then NOBLE shall then be free to commercially exploit the results or offer rights in such results to third parties in any and all crops.
   14.4 Prior to entering into any agreement pursuant to which a third party would perform breeding activities for any COLLABORATION
CROP intended for commercialization in Alabama, Arkansas, Florida, Georgia, Kansas, Kentucky, Louisiana, Mississippi, Missouri, North
Carolina, Oklahoma, South Carolina, Tennessee, Texas, Virginia and West Virginia of the United States, CERES will first provide NOBLE the
opportunity to conduct such breeding activities. CERES shall notify NOBLE in writing of its intent to enter into any such agreement, and
NOBLE shall, within thirty (30) days after receiving such notice, notify CERES in writing whether or not it desires to conduct such work. If
NOBLE notifies CERES that it desires to conduct such work, CERES and NOBLE will negotiate in good faith the terms and conditions
pursuant to which NOBLE shall conduct such breeding activities. If, despite the parties‘ good faith efforts, CERES and NOBLE are unable to
agree upon the terms and conditions for such work within sixty (60) days after commencing good faith negotiations, or at any earlier time
agreed to by the parties, then CERES shall be free to enter into an agreement with a third party for such breeding activities.
15. EXCLUSION OF WARRANTIES.
   15.1 THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARTY HAS MADE ANY REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE HELD RESPONSIBLE FOR ANY SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT ARISING OUT OF THE USE OF ANY JOINT
INTELLECTUAL PROPERTY, CERES INTELLECTUAL PROPERTY, NOBLE INTELLECTUAL PROPERTY, OTHER RESEARCH
RESULTS OR BACKGROUND INTELLECTUAL PROPERTY COVERED BY THIS AGREEMENT OR ANY SCHEDULE OR ARISING
OUT OF THE IMPLEMENTATION OF THIS AGREEMENT, EVEN IF SUCH PARTY IS ADVISED IN ADVANCE OF THE
POSSIBILITY OF SUCH DAMAGES.
   15.2 Nothing in this Agreement is or shall be construed as:
     (a) a warranty or representation by either party as to the validity or scope of any patent rights or plant variety rights;
     (b) a warranty or representation by either party that anything made, used, sold or otherwise disposed of pursuant to any license granted
     under this Agreement is or will be free from infringement of patents, copyrights or other rights of third parties;


CERES-NOBLE Master Research Agreement                                                                                              Page 21 of 57
     (c) any obligations by either party to bring or prosecute actions or suits against third parties for patent infringement; or
     (d) a grant by implication, estoppel or otherwise of any licenses under patent applications, patents, plant variety rights applications and/or
     plant variety rights of CERES and/or NOBLE or other person other than as provided in the express provisions of this Agreement or a
     SCHEDULE on this Agreement.
16. GENERAL.
   16.1 Entire Agreement/Modifications .
   This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and there are no
representations, warranties, covenants or obligations except as set forth herein. This Agreement supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions, written or oral, of the parties hereto relating to the subject matter hereof. This
Agreement may only be amended, modified or superseded by a writing executed by the authorized representative of the parties hereto. It is
anticipated that SCHEDULES will be attached to and become part of this Agreement as new RESEARCH PROJECTS are undertaken, as
described in Paragraph 1.1.
   16.2 Severability .
    This Agreement, to the greatest extent possible, shall be construed so as to give validity to all of the provisions hereof. If any provision of
this Agreement is or becomes invalid, is ruled illegal by a court of competent jurisdiction or is deemed unenforceable under the current
applicable law from time to time in effect during the term of this Agreement, the remainder of this Agreement will not be affected or impaired
thereby and will continue to be construed to the maximum extent permitted by law. In lieu of each provision which is invalid, illegal or
unenforceable, there will be substituted or added as part of this Agreement by mutual written agreement of the parties, a provision which will
be as similar as possible, in economic and business objectives as intended by the parties to such invalid, illegal or unenforceable provision, but
will be valid, legal and enforceable.
   16.3 Waiver .
   No failure or delay by either party in exercising any right or remedy under this Agreement will waive any provision of this Agreement. Nor
will any single or partial exercise by either party of any right or remedy under this Agreement preclude it from otherwise or further exercising
any rights or remedies which it may have, or any other rights or remedies granted by any law or any related document.
   16.4 Enforcement .
   In the event an action is commenced by either party against the other to enforce any of the provisions of this Agreement, the prevailing party
shall be entitled to recover from the other party reasonable attorneys‘ fees, court costs and necessary disbursements incurred in connection with
such action.


CERES-NOBLE Master Research Agreement                                                                                                Page 22 of 57
   16.5 Assignablility .
   This Agreement binds and enures to the benefit of the parties, their successor or assigns, but may not be assigned by either party without the
prior written consent of the other party; provided however, CERES shall have the right to assign its rights and obligations under this Agreement
to any Affiliated Company without such prior consent. Each party shall have the right to assign its rights and obligations under this Agreement
to a third party in conjunction with the transfer to such third party of substantially all of the assets of such party associated with performance
under this Agreement without such prior consent. ―Affiliated Company‖ defined as any company owned or controlled by, under common
control with or controlling CERES, ―control‖ meaning in this context the direct or indirect ownership of fifty percent (50%) or more of the
voting stock/shares of a company, or the power to nominate at least half of the directors.
   16.6 Force Majeure .
   No party shall be responsible to the other party for delay or failure in performance of any the obligations imposed by this Agreement,
provided such failure shall be occasioned by fire, flood, explosion, lightning, wind storm, hailstorm, earthquake, subsidence of soil, failure of
machinery or equipment or supply of materials, discontinuity in the supply of power, court order or governmental interference, terrorist attacks,
civil commotion, riot, war, strikes, labor disturbances, transportation difficulties, labor shortage, natural genetic variation of any living matter
or by any other cause of like or unlike nature beyond the reasonable control and without fault or negligence of such party.
   16.7 Choice of Law .
   This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware without regard to
the principles of conflicts of law thereof.
    IN WITNESS WHEREOF , NOBLE and CERES have caused this Agreement to be duly executed as indicated below.


THE SAMUEL ROBERTS NOBLE FOUNDATION, INC.                                    CERES, INC.

By:       /s/ MICHAEL A. CAWLEY                                              By:       /s/ RICHARD FLAVELL
Name:                                                                        Name:
          Michael A. Cawley                                                            Richard Flavell, CBE, FRS
Title:    President                                                          Title:    Chief Scientific Officer
Date:     19 May 2006                                                        Date:     May 19, 2006


                                                                             By:       /s/ RICHARD HAMILTON
                                                                             Name:
                                                                                       Richard Hamilton
                                                                             Title:    President and Chief Executive Officer
                                                                             Date:     May 19, 2006




CERES-NOBLE Master Research Agreement                                                                                                Page 23 of 57
                                  EXHIBIT A — DEFINITION OF COLLABORATION CROPS
―COLLABORATION CROPS‖ is defined as and expressly limited to the following species:
   Panicum virgatum species.


CERES-NOBLE Master Research Agreement                                                 Page 24 of 57
                                         EXHIBIT B — PREFERRED FORM OF RECEIPT FORM
                                                Packing Slip and Receipt Form
                for material transferred pursuant to the Master Research Agreement dated 19 May 2006 between
          THE SAMUEL ROBERTS NOBLE FOUNDATION, INC. and CERES, INC. and SCHEDULES to such Agreement.
                                         Material transferred pursuant to SCHEDULE [x] dated [...]
The undersigned [NOBLE/CERES] signatory certifies that the material and related information set forth hereinafter are included in the
shipment with which this form is enclosed.
The undersigned [NOBLE/CERES] signatory acknowledges having received in good order the material and related information set forth
hereinafter. The signature does not constitute an acceptance of the receiving party‘s qualification of the intellectual property (IP) status of the
material transferred, such IP status being defined in the parties‘ Master Research Agreement.
[Include description of material and related information with indication of IP status (e.g. Background, Joint IP) and any restrictions
on transfer to subcontractors.]
THIS MATERIAL AND RELATED INFORMATION ARE TRANSFERRED ONLY FOR USE IN COMPLIANCE WITH THE ABOVE
MENTIONED MASTER RESEARCH AGREEMENT AND SCHEDULE. CONFIDENTIALITY OBLIGATIONS APPLY.


For sending/receipt,                                                          For receipt/sending,

Signature:                                                                    Signature:

Date:                                                                         Date:

Name: Walter E. Nelson                                                        Name:

Title: Product Development Manager                                            Title:
CERES, INC.                                                                   THE SAMUEL ROBERTS NOBLE FOUNDATION, INC.


CERES-NOBLE Master Research Agreement                                                                                                 Page 25 of 57
                            EXHIBIT C — PREFERRED FORM OF VARIETY EVALUATION AGREEMENT

A. Recipient:
B. Address:
C. Plant Material:

                  SPECIES                                         CODE/DESCRIPTION                                            WEIGHT


D. Research Purpose: Variety production evaluation and performance testing with .

E. Location for Conduct of Research:
The <<INSTITUTION>> (―Provider‖) will provide the Recipient the Plant Material subject to the following terms and conditions:
   1. The Recipient shall use the Plant Material solely for the Research Purpose.
   2. Provider is (i) owner of all or a portion of the intellectual property rights in the Plant Material and/or (ii) licensee of all or a portion of the
intellectual property rights in the Plant Material.
   3. Without the prior written consent of Provider, the Recipient shall not use the Plant Material, seed, or any product derived therefrom in any
form of reselection, breeding, sexual crossing, seed production, back crossing, tissue culturing, mutagenesis, genetic transformation or any
biotechnological process, except as specifically approved in this Agreement.
   4. The Recipient shall not supply or otherwise transfer the Plant Material or any products or progeny derived therefrom, be it seed or
vegetative material, to any other person or entity without the prior written permission from an authorized representative of Provider.
   5. The Recipient shall take all precautions to prevent theft or pilferage of any material related to and including the Plant Material.
   6. The Recipient shall voluntarily provide Provider the results of any evaluation using this Plant Material, including any proposed
publication concerning the Plant Material.
   7. The Recipient will be free to publish the research results from the evaluation contemplated by this Agreement; provided however, the
Recipient must provide Provider any proposed publication at least thirty (30) days prior to submission. Provider will review such proposed
publication for the need of intellectual property protection and/or to identify any inadvertent disclosure of proprietary information. If necessary,
the Recipient agrees to (i) delay publication by no more than sixty (60) days to enable the filing of an application for intellectual property
protection and/or (ii) remove any proprietary information identified by Provider.
   8. Provider represents that it has the right to transfer the Plant Material under this Agreement.


CERES-NOBLE Master Research Agreement                                                                                                     Page 26 of 57
   9. At the end of the evaluation trial, the Recipient shall, at the option of Provider, (i) return to Provider all unused Plant Material supplied by
Provider and all materials, regardless of type, produced from the Plant Material or (ii) destroy all unused Plant Material supplied by Provider
and all materials, regardless of type, produced from the Plant Material. The Recipient agrees that all such unused Plant Material and all
materials, regardless of type, produced from the Plant Material are the property of Provider.
  10. The Recipient acknowledges and agrees that Provider shall not be liable for any damages or loss that may arise from testing of the Plant
Material.
    11. The Recipient acknowledges and accepts that the Plant Material is being supplied with no warranties, expressed or implied. In particular,
as the use of the Plant Material is limited to the furtherance of the Research Purpose, there is no basis for and no warranty given for fitness for a
particular purpose or merchantability.

Organization:
Recipient:



                                      Date


CERES-NOBLE Master Research Agreement                                                                                                  Page 27 of 57
                            EXHIBIT D — EXISTING OR PENDING EXTRAMURAL FUNDING

                                                            Other                  Agency –                    Filing Date /
Entity                 Application Title                 Institutions              Program                     Award Date
CERES       Genes for Enhancing Carbon             Oregon State University   DOE/Office of Science   Sept. 9, 2005 (A)
            Sequestration in Poplar (R. Flavell)

NOBLE       Development of low-lignin                Oak Ridge National             USDA             April 3, 2006 (A)
            switchgrass for improved ethanol            Laboratory
            production (Z. Wang)

NOBLE       Systemic modification of monolignol            None                USDA/DOE Plant        Feb 17, 2006 (F)
            pathway gene expression for                                           Feedstock
            improved lignocellulose utilization
            (F. Chen, R. Dixon)

NOBLE       Genetic dissection of the              Kansas State University     USDA/DOE Plant        Feb 23, 2006 (F)
            lignocellulosic pathway of gene (F.            (lead)                 Feedstock
            Chen, R. Dixon)

NOBLE       Molecular-functional map and               USDA-ARS,               USDA/DOE Plant        Feb 27, 2006 (F)
            genome analysis of switchgrass (         Albany, California           Feedstock
            Panicum virgatum L. ) (M. Saha, J.
            Bouton)


CERES-NOBLE Master Research Agreement                                                                                    Page 28 of 57
                                                     EXHIBIT E — EXCLUDED CROPS
Corn
Cotton
Wheat
Rice
Sugarcane
Miscanthus
Sweet sorghum
Soybean
Sunflower
Safflower
Jatropha
Castor
Canola
Oil Palm
Hevea
Guayule
St. Augustine (turf applications only)
Trees in all fields, excluding variety evaluation and testing
Fruits, Nuts & Vegetables in all fields, excluding variety evaluation and testing and research to use these platforms to deliver natural
products/compounds to benefit human and/or animal health.


CERES-NOBLE Master Research Agreement                                                                                                Page 29 of 57
                          EXHIBIT F — SEED PRODUCTION AND COMMERCIALIZATION ACTIVITIES
CERES will:
     1.     Identify growers and establish grower contracts

     2.     Lease, build or buy production facility

     3.     Establish quality testing capability

     4.     Establish a sales force and distribution network and/or distribution through existing distribution systems such as retail outlets and
            regional seed companies and/or establish any other commercialization system.
CERES shall provide to NOBLE a detailed, written annual report on its activities in furtherance of the obligations of this EXHIBIT, such report
shall be due at or about March 31 of each year. In addition, upon the request of NOBLE at any time, CERES will discuss the their progress and
results achieved in regard to such activities; provided however, such contacts and discussions shall be reasonable in frequency and duration so
as not to be disruptive to the respective operations of either party.


CERES-NOBLE Master Research Agreement                                                                                               Page 30 of 57
                     EXHIBIT G — MODEL LICENSE AGREEMENT FOR NON-TRANSGENIC VARIETIES
                                              LICENSE AGREEMENT FOR [VARIETY X]
  THIS AGREEMENT is made this ___ day of _________, 2006 (―Effective Date‖), by and between THE SAMUEL ROBERTS NOBLE
FOUNDATION, INC. (―NOBLE‖), an Oklahoma nonprofit corporation, and CERES, INC., a Delaware corporation (―CERES‖).
   WHEREAS, CERES and NOBLE entered into a MASTER RESEARCH AGREEMENT, (―MRA‖), that contemplates a long-term research
relationship by and between the parties for the enhancement and improvement of COLLABORATION CROPS (as defined in the MRA) for
biomass crops;
   WHEREAS, CERES and NOBLE have jointly developed and jointly own a new SWITCHGRASS variety [X] pursuant to SCHEDULE(S)
[2] [and...] to the MRA;
   WHEREAS, CERES wishes to commercialize SWITCHGRASS variety [X] ;
WHEREAS, CERES has the ability to assume production of and to commercialize SWITCHGRASS variety [X] and wishes to receive an
exclusive, world-wide license to produce, use, sell and commercially exploit SWITCHGRASS variety [X] ;
   WHEREAS, in accordance with the provisions of the MRA concerning the commercialization of SWITCHGRASS varieties jointly
developed and jointly owned by the parties under the MRA, the parties have developed this Agreement and its terms in accordance with the
terms and obligations set forth in the MRA;
  WHEREAS, CERES and NOBLE recognize that the rights intended to be granted hereunder can be a strong incentive for CERES to risk
money and other resources needed to produce, use, sell and commercially exploit SWITCHGRASS for wide public enjoyment;
   NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein and of other good and
valuable consideration, the parties have agreed and do hereby agree as follows:
1. DEFINITIONS.
   1.1 ―SWITCHGRASS‖ shall mean the species Panicum virgatum.
    1.2 ―LICENSED VARIETY‖ means the [NAME] SWITCHGRASS variety jointly developed by the parties pursuant to SCHEDULE(S) [2]
to the MRA and released, jointly by NOBLE and CERES, pursuant to the terms of SCHEDULE(S) [2] .
   1.3 ―RELEASE DATE‖ means the date the LICENSED VARIETY was released pursuant to the terms of SCHEDULE(S) [2] .


CERES-NOBLE Master Research Agreement                                                                                         Page 31 of 57
   1.4 ―LICENSED TERRITORY‖ means the United States of America and all other countries of the world.
   1.5 ―LICENSED PRODUCTION TERRITORY‖ means the United States of America and all other countries of the world.
   1.6 ―BREEDER SEED‖ means seed of the LICENSED VARIETY that (a) is identified by NOBLE and CERES jointly as being of a
suitable standard of physical and genetic purity to produce FOUNDATION SEED and (b) resulted from the final breeding of the LICENSED
VARIETY.
   1.7 ―FOUNDATION SEED‖ means seed produced from plants grown directly from BREEDER SEED, cultivated according to certification
regulations and that meets the specifications of the official seed certifying agency of the jurisdiction in which said seed is/was produced.
   1.8 ―REGISTERED SEED‖ means seed produced from plants grown directly from FOUNDATION SEED, cultivated according to
certification regulations and that meets the specifications of the official seed certifying agency of the jurisdiction in which the seed is/was
produced.
   1.9 ―CERTIFIED SEED‖ means seed produced from plants grown directly from FOUNDATION SEED or REGISTERED SEED,
cultivated according to certification regulations and that meets the specifications of the official seed certifying agency of the jurisdiction in
which the seed is/was produced.
   1.10 ―NON-CERTIFIED SEED‖ means seed produced from plants cultivated according to certification regulations of the official seed
certifying agency of the jurisdiction in which the seed is/was produced; however, such seed does not meet the specifications of CERTIFIED
SEED but may be sold as LICENSED VARIETY.
   1.11 ―COMMERCIAL SEED‖ means REGISTERED SEED, CERTIFIED SEED, or NON-CERTIFIED SEED, that is sold for purposes
other than seed production.
   1.12 ―INTELLECTUAL PROPERTY RIGHTS‖ means all rights in any plant variety, patent, plant breeders rights, registration or equivalent
intellectual property protection, or any applications thereof, for the LICENSED VARIETY, which may be filed in United States of America, or
other jurisdictions, with the exception of TRADEMARKS. INTELLECTUAL PROPERTY RIGHTS, when applied for or granted, will be set
forth in ANNEX A .
  1.13 ―JOINT INTELLECTUAL PROPERTY‖ is expressly defined in the MRA, and such definition is incorporated by reference herein.
Any and all JOINT INTELLECTUAL PROPERTY licensed under this Agreement shall be set forth in ANNEX A .
  1.14 ―NOBLE INTELLECTUAL PROPERTY‖ is expressly defined in the MRA, and such definition is incorporated by reference herein.
Any and all NOBLE INTELLECTUAL PROPERTY licensed under this Agreement shall be set forth in ANNEX A .
   1.15 ―OTHER RESEARCH RESULTS‖ is expressly defined in the MRA, and such definition is incorporated by reference herein.


CERES-NOBLE Master Research Agreement                                                                                                  Page 32 of 57
   1.16 ―BACKGROUND INTELLECTUAL PROPERTY‖ is expressly defined in the MRA, and such definition is incorporated by reference
herein. Any and all NOBLE BACKGROUND INTELLECTUAL PROPERTY licensed under this Agreement shall be set forth in ANNEX A .
   1.17 ―TRADEMARK‖ means any trademark, trade name or logo owned by CERES and intended for use with a LICENSED VARIETY;
provided however, it is recognized that U.S. regulations prohibit the registration of any plant variety name as a trademark or trade name.
  1.18 ―COMMERCIAL NAME‖ means the complete, preferred name of a LICENSED VARIETY under which a specific LICENSED
VARIETY will be marketed and sold.
   1.19 ―NET SELLING PRICE‖ means the actual wholesale price for seeds of the LICENSED VARIETY received by CERES or any
AFFILIATED COMPANY for the sale of such seed, excluding seed for further seed production, less any (a) customary trade, quantity, or cash
discounts; (b) amounts repaid or credited by reason of rejection or return; (c) any sales, use, tariff, customs duties, V.A.T. and/or other taxes,
duties and similar governmental assessments (except taxes based on income); and (d) outbound transportation, shipping, packing, costs of
insurance in transit paid by CERES or an AFFILIATED COMPANY; subject in all cases to (a) to (d) being separately charged on customer
invoices or credit notes. Where there is no identifiable sale price or when a LICENSED VARIETY is sold to other than bona fide, arms length
customers of CERES or any AFFILIATED COMPANY, CERES or the AFFILIATED COMPANY shall be deemed to have received the NET
SELLING PRICE calculated based only on the final sale of the seed (wholesale level) to an independent third party, otherwise referred to as net
wholesale price payable by dealers. If no such current price is available, a hypothetical fair market value price will be determined by the parties
jointly in good faith for the purpose of calculating NET SELLING PRICE.
   1.20 ―LICENSE INCOME‖ means the gross amount actually received by either CERES or any AFFILIATED COMPANY in consideration
for the grant of SUBLICENSES to SUBLICENSEES that are not AFFILIATED COMPANIES to produce and sell seed of the LICENSED
VARIETIES, including up-front fees, lump sum payments and any running royalties on a product-by-product and jurisdiction-by-jurisdiction
basis, without deduction of any kind.
   1.21 ―AFFILIATED COMPANY‖ means any company owned or controlled by, under common control with or controlling CERES,
―control‖ meaning in this context the direct or indirect ownership of fifty percent (50%) or more of the voting stock/shares of a company, or the
power to nominate at least half of the directors.
  1.22 ―SUBLICENSE‖ means any sublicense granted (a) by CERES to an AFFILIATED COMPANY or (b) by CERES or an AFFILIATED
COMPANY to any third party (―SUBLICENSEE‖), as authorized by this Agreement, to produce and sell a LICENSED VARIETY (or
LICENSED VARIETIES).
  1.23 ―NOBLE CONTRIBUTION‖ means NOBLE‘S percentage of contribution to the total research and development costs of the
LICENSED VARIETY in accordance with the agreement of the parties set forth in ANNEX B .
  1.24 ―MARKETING PLAN‖ means a detailed written plan for production, distribution, selling and promotion of each LICENSED
VARIETY prepared by or on behalf of CERES and


CERES-NOBLE Master Research Agreement                                                                                               Page 33 of 57
submitted to NOBLE. A MARKETING PLAN may be (a) binding, i.e., the performance of CERES (through CERES and/or any
SUBLICENSEE) shall be reasonably compared to forecasts and/or projections therein, or (b) non-binding, i.e., the performance of CERES
(through CERES and/or any SUBLICENSEE) shall not be compared by forecasts and/or projections therein and such forecasts and/or
projections are merely advisory. Each MARKETING PLAN, binding or non-binding, shall include at least the information outlined in ANNEX
C . Actual, adopted MARKETING PLANS shall be attached as further annexes to this Agreement as adopted and identified as ―binding‖ or
―non-binding‖ as agreed to by the parties.
2. GRANT OF LICENSE.
  2.1 Subject to the reservations of Paragraph 2.2, NOBLE hereby grants CERES under NOBLE‘S interest in any JOINT INTELLECTUAL
PROPERTY and OTHER RESEARCH RESULTS; the NOBLE INTELLECTUAL PROPERTY set forth in ANNEX A ; and the NOBLE
BACKGROUND INTELLECTUAL PROPERTY set forth in ANNEX A :
     (a)   the exclusive right of access to BREEDERS SEED, whether produced by NOBLE or CERES;

     (b)   the exclusive right to produce all seed of the LICENSED VARIETY in the LICENSED PRODUCTION TERRITORY, including
           BREEDER SEED for which such production right shall be non-exclusive between CERES and NOBLE; and

     (c)   the exclusive right to use, sell and commercially exploit the seed of the LICENSED VARIETY in the LICENSED TERRITORY.
   2.2 Notwithstanding Paragraph 2.1, NOBLE shall have an irrevocable, nonexclusive, nontransferable, royalty-free right to produce, use and
evaluate the LICENSED VARIETY for any research, development, breeding, evaluation, demonstration and/or educational purpose or program
conducted by NOBLE in accordance with the terms of the MRA.
   2.3 Sublicenses . CERES shall have the right to grant SUBLICENSES within the LICENSED TERRITORY provided that:
     (a)   Any such SUBLICENSE shall be personal to the SUBLICENSEE and shall not be assignable unless to an affiliated company of
           that SUBLICENSEE, defined similarly as in Paragraph 1.21.

     (b)   The terms and obligations of any such SUBLICENSE shall be consistent with the terms and obligations of this Agreement.
           Notwithstanding, CERES shall remain responsible for the operations of its SUBLICENSEES relevant to this Agreement as if such
           operations were conducted and carried out by CERES, including, but not limited to, the payment of all fees and royalties due under
           this Agreement.

     (c)   CERES further shall deliver to NOBLE (under an obligation of confidentiality) a written summary of each SUBLICENSE
           agreement, which shall include the


CERES-NOBLE Master Research Agreement                                                                                          Page 34 of 57
            name and address of the SUBLICENSEE, scope of the SUBLICENSE, exclusive/non-exclusive status, territory, remuneration,
            reporting and diligence obligations, if any. This summary shall be provided within thirty (30) days after execution, modification or
            termination of the summarized agreement.

      (d)   CERES will use commercially reasonable efforts to collect any and all amounts due to CERES under any sublicense for the sale of
            seed of the LICENSED VARIETY.
  2.4 CERES shall not sell or supply to any SUBLICENSEE, seed growing contractor or to any other third party any BREEDER SEED or
FOUNDATION SEED for the purpose of seed production without an agreement obligating the recipient to sell or deliver the resultant seed to
CERES, any AFFILIATED COMPANY, a SUBLICENSEE or authorized distributor or retailers as directed by CERES.
  2.5 Nothing in this Agreement shall be construed as conferring by implication, estoppel, or otherwise any license or rights under any
INTELLECTUAL PROPERTY RIGHTS, whether owned by NOBLE or licensed to NOBLE, other than the one(s) expressly set forth in this
Agreement.
   2.6 Notwithstanding Paragraph 2.4, CERES may supply unlabelled (i.e. without certification tag) COMMERCIAL SEED to a third party for
the limited purposes of evaluating the agronomic performance of the LICENSED VARIETY. The third party shall enter into a written
agreement with CERES that the seed supplied will not be used for further multiplication.
3. INTELLECTUAL PROPERTY RIGHTS.
    3.1 CERES agrees to prepare and file, or have prepared and filed, any and all applications for plant variety rights or other forms of
intellectual property protection for the LICENSED VARIETY in the United States. Applications for plant variety rights shall be filed in the
name of CERES and NOBLE and patent applications in the name of CERES and NOBLE, CERES or NOBLE, depending on who owns the
invention. At CERES‘ discretion, plant variety rights and/or other forms of intellectual property protection may be filed in any other
jurisdiction.
     3.1.1 If CERES intends to abandon any plant variety rights, pending or granted in any jurisdiction, CERES shall first give sufficient
  written notice to NOBLE to permit NOBLE the opportunity to assume such filing, examination and/or maintenance without prejudice and
  Paragraph 2.10 of the MRA will apply.
      3.1.2 Any application for plant variety rights shall reflect the COMMERCIAL NAME of the LICENSED VARIETY (Paragraph 5).
   3.2 CERES and NOBLE will consult with regard to INTELLECTUAL PROPERTY RIGHTS.
   3.3 The obligations of this paragraph shall not apply to any jurisdictions in which CERES has elected not to apply for intellectual property
protection. CERES and NOBLE shall avoid carrying out any act that would prejudice the grant of INTELLECTUAL PROPERTY RIGHTS.
Without limitation, neither party shall make available reproductive material of the LICENSED VARIETY at a


CERES-NOBLE Master Research Agreement                                                                                              Page 35 of 57
date or in a manner that might jeopardize the right to seek INTELLECTUAL PROPERTY RIGHTS protection for the LICENSED VARIETY.
CERES, whether directly or through any SUBLICENSEE, shall not sell any seeds of the LICENSED VARIETY until such time as the
requirements for INTELLECTUAL PROPERTY RIGHTS have been established. The provisions of this Paragraph 3.3 shall not restrict or
otherwise penalize any Disclosure authorized pursuant to Paragraph 11.4 of this Agreement.
   3.4 CERES shall use all reasonable endeavors to ensure in any sales jurisdiction of the LICENSED TERRITORY in which
INTELLECTUAL PROPERTY RIGHTS exist that all bags or containers supplied by CERES and any SUBLICENSEE containing only seed of
such LICENSED VARIETY are clearly labeled to show that the LICENSED VARIETY is protected by INTELLECTUAL PROPERTY
RIGHTS.
4. LICENSED VARIETY CONSIDERATION.
   4.1 In partial consideration for the rights granted in Paragraph 2.1 of this Agreement, CERES shall be responsible for any and all fees and
expenses incurred in filing, examining, certifying and maintaining any INTELLECTUAL PROPERTY RIGHTS for the LICENSED
VARIETY, subject to the provisions of Paragraph 3.
  4.2 In partial consideration for the rights granted hereunder, CERES agrees to pay to NOBLE, on behalf of CERES and any AFFILIATED
COMPANY, for the LICENSED VARIETY, a royalty of:
      (a)   the percentage determined in accordance with Section 1.1 of ANNEX B multiplied by the NOBLE CONTRIBUTION, of the NET
            SELLING PRICE for the naked seed weight (exclusive of any coating materials that may be applied) of all COMMERCIAL SEED
            of the LICENSED VARIETY, except that seed subject to Paragraphs 4.2(c), sold in the United States by CERES or any
            AFFILIATED COMPANY;

      (b)   the percentage set forth in Section 1.2 of ANNEX B multiplied by the NOBLE CONTRIBUTION, of any LICENSE INCOME
            received by CERES or any AFFILIATED COMPANY from a SUBLICENSEE who is not an AFFILIATED COMPANY; and

      (c)   [***] of the NET SELLING PRICE for the naked seed weight (exclusive of any coating materials that may be applied) of all seed
            sold as ―variety not stated,‖ wherein such ―variety not stated‖ seed (i.e., limited quantities of COMMERCIAL SEED sold for
            inventory control and seed that does not satisfy the standards of COMMERCIAL SEED) cannot be associated with, directly or
            indirectly, any COMMERCIAL NAME or include any other designations that identify such material as the LICENSED
            VARIETY.
   4.3 [ OPTIONAL ] Notwithstanding any other provision contained in this Agreement and irrespective of the level of sales of seeds of the
LICENSED VARIETY under this Agreement, CERES shall pay to NOBLE for each calendar year of the term hereof a minimum royalty with
respect to the


CERES-NOBLE Master Research Agreement                                                                                             Page 36 of 57

                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
designated LICENSED VARIETY only, according to the following schedule. Payment of this minimum royalty shall be due on or before
March 31 of the succeeding year for which the payment is due.
                                          Minimum Royalties for LICENSED VARIETY ONLY:


                          Calendar Year                                    Minimum Royalty (USD)

   4.4 [ OPTIONAL ] The minimum royalty of Paragraph 4.3 shall not carry forward to subsequent calendar years as royalty credit against
future sales. For clarification, the following rules shall guide the relationship between royalties and minimum royalties:
     (a)    if the royalty payments due under Paragraph 4.2 are less than the minimum royalty of Paragraph 4.3 in a given year, then only the
            minimum royalty of Paragraph 4.3 shall be payable;

     (b)    if the royalty payments due under Paragraph 4.2 exceed the minimum royalty of Paragraph 4.3 in a given year, then the minimum
            annual royalty shall not be payable; and

     (c)    should there be a failure in production of seed of the LICENSED VARIETY where CERES can evidence that sufficient acreage
            was established to produce adequate seed for payment of the minimum royalty of Paragraph 4.3 and production of seed failed due
            to circumstances beyond the control of CERES or CERES‘ contract grower(s), then the minimum royalty will be paid pro-rata to
            the extent of the failure of seed production.
  4.5 CERES shall be responsible for the collection and payment of royalties due to NOBLE for all seed sold in the LICENSED
TERRITORY.
  4.6 CERES shall, in addition to any payments due under Paragraphs 4.1 or 4.2, pay all goods and service taxes (or other taxes) due on its
commercial activity. Where any royalty payments are subject to a withholding tax then:
     (a)    where the tax is reclaimable by CERES or any AFFILIATED COMPANY, then CERES shall make the royalty payment without
            deduction; and

     (b)    where the tax is non reclaimable by CERES or any AFFILIATED COMPANY, then CERES shall pay the net royalty and shall
            provide to NOBLE proper certificates for such withholding tax.
  4.7 All sums payable by CERES to NOBLE under this Agreement shall be payable in United States dollars. Royalties shall be payable by
March 31 of each year with respect to the NET


CERES-NOBLE Master Research Agreement                                                                                           Page 37 of 57
SELLING PRICE and LICENSE INCOME received by CERES and any AFFILIATED COMPANIES in the preceding calendar year.
Payments shall be made by check to the following address:
    Vice President, General Counsel
    The Samuel Roberts Noble Foundation, Inc.
    2510 Sam Noble Parkway
    Ardmore, Oklahoma 73401
   Such payments shall be accompanied by a written report setting forth the production, sales by CERES, and each SUBLICENSEE, of seed
during the calendar year, permitted exclusions, NET SELLING PRICE, LICENSE INCOME, the royalties due, and all uncollected amounts
due CERES (and any AFFILIATED COMPANY) from SUBLICENSEES. If no royalties are due, CERES also shall so report.
   4.8 If the LICENSED VARIETY is sold in jurisdictions other than the United States, the parties will jointly determine in good faith the
applicable royalty rates and minimum annual royalties (if any).
   4.9 Payments required under this Agreement shall, if overdue, bear interest at a per annum rate of one percent (1%) above the prime interest
rate in effect on the due date, as reported in the Wall Street Journal, from the date the payment is due until it is received.
5. DENOMINATIONS, VARIETY NAMES, TRADE MARKS AND BRAND INTEGRITY.
   5.1 The parties acknowledge that the denomination for the subject variety is established as: [X] .
   5.2 CERES shall use the denomination of the LICENSED VARIETY to identify that variety and shall not associate any TRADEMARK or
any tradename or similar indication with the denomination.
   5.3 CERES will determine a COMMERCIAL NAME for the LICENSED VARIETY under which the seed of the LICENSED VARIETY
will be marketed and sold.
  5.4 CERES shall use all reasonable endeavors to ensure that all references made by CERES, any AFFILIATED COMPANY, or any
SUBLICENSEE to the LICENSED VARIETY shall use the COMMERCIAL NAME for the LICENSED VARIETY, as specified in applicable
INTELLECTUAL PROPERTY RIGHTS, and shall use its best endeavors to ensure that all references by other parties shall use the same
COMMERCIAL NAME and shall use this name in a manner which distinguishes it from any TRADEMARK. CERES, any AFFILIATED
COMPANY or any SUBLICENSEE shall not falsely represent that any seeds of another variety being sold or offered for sale are seeds of the
LICENSED VARIETY.
    5.5 CERES may determine TRADEMARK(s) associated or intended for use with a LICENSED VARIETY. CERES shall be the owner of
all rights in any such TRADE MARK, chosen, applied to, used or registered in association with the LICENSED VARIETY.


CERES-NOBLE Master Research Agreement                                                                                            Page 38 of 57
6. SEED QUALITY AND PERFORMANCE REGULATIONS.
   6.1 CERES shall be responsible for multiplying seed of the LICENSED VARIETY within the LICENSED PRODUCTION TERRITORY
and using commercially reasonable efforts to produce, market and sell the resultant seed so as to ensure that COMMERCIAL SEED of the
LICENSED VARIETY is commercially available in the United States in reasonable quantities and at a reasonable price no later than three
(3) years from the Effective Date. Availability in foreign markets, if any, of the LICENSED VARIETY shall be determined by CERES no later
than two (2) years after U.S. commercialization of such LICENSED VARIETY.
   6.2 CERES shall meet its own cost of promotion, overseas trials and listing of the LICENSED VARIETY in the LICENSED TERRITORY.
   6.3 CERES shall use reasonable endeavors to ensure that all seed of the LICENSED VARIETY offered for sale by CERES, any
AFFILIATED COMPANY or SUBLICENSEE shall meet the normally accepted standards of the seed trade or certifying authorities relating to
seed quality within the relevant jurisdiction of the LICENSED TERRITORY.
   6.4 Where CERES wishes to dispose of seeds of the LICENSED VARIETY without identity, CERES shall obtain prior written approval by
NOBLE before disposing of any seed of the LICENSED VARIETY, such approval not to be unreasonably withheld. In the event that no
response is received within five (5) working days of the request for approval being made then it shall be deemed that consent has been granted.
   6.5 CERES shall advise NOBLE of any downgrading of FOUNDATION SEED of the LICENSED VARIETY.
   6.6 When performing activities pursuant to this Agreement, each party shall be responsible for complying with all applicable laws, rules and
regulations and obtaining any and all permits or authorizations or proceed to any notifications which may be required by such laws, rules and
regulations.
     6.6.1 CERES shall at all times comply with and abide by any governing act, rules, regulations, by-laws, plant variety rights legislation or
  the like and/or requirements relating to the quality and sale of seeds of the LICENSED VARIETY in the relevant jurisdictions of the
  LICENSED TERRITORY and shall use all reasonable commercial endeavors to obtain any necessary regulatory approvals for the
  LICENSED VARIETY.
7. DILIGENCE.
  7.1 CERES will use commercially reasonable efforts to actively market the LICENSED VARIETY in the LICENSED TERRITORY,
wherein such efforts shall be appropriately reflected in the MARKETING PLAN.
  7.2 CERES shall submit to NOBLE with its annual report under Paragraph 4.7 a report of progress made by CERES (and any AFFILIATED
COMPANY), directly or through its SUBLICENSEES, in achieving marketing goals of previous years and meeting the objectives of the
MARKETING PLAN submitted and agreed upon for the LICENSED TERRITORY. From time to


CERES-NOBLE Master Research Agreement                                                                                             Page 39 of 57
time, but at least annually, CERES shall submit an amended and updated MARKETING PLAN for NOBLE‘S review and acceptance, which
will not be unreasonably withheld or delayed.
   7.3 [ IF A BINDING MARKETING PLAN ] If CERES fails to meet the MARKETING PLAN performance requirements with respect to
the LICENSED VARIETY in two (2) subsequent years and such failure amounts to more than 20% percent in each such year, NOBLE shall
have the right to convert the license granted to CERES with respect to such LICENSED VARIETY to non-exclusive, by written notice to
CERES, provided that the parties shall first, upon the initiative of either party, discuss the circumstances and make good faith efforts to provide
an alternative solution. If this Agreement is converted to a non-exclusive grant, no further diligence obligations shall apply.
   7.4 [ OPTIONAL ] Minimum diligence requirements for each LICENSED VARIETY, if any, shall be satisfied by the payment of the
annual minimum royalty amounts for the prescribed years for only the specific LICENSED VARIETY set forth in Paragraph 4.4.
     7.4.1 If CERES fails to pay to NOBLE the prescribed annual minimum royalty, NOBLE shall have the right to convert the license
  granted to CERES with respect to such LICENSED VARIETY to non-exclusive, by written notice to CERES.
     7.4.2 Upon CERES‘ written request, this Agreement shall be amended to terminate the annual minimum royalty and to convert the
  exclusive license grant of Paragraph 2.1 to a non-exclusive license grant.
8. BOOKS, RECORDS AND RIGHT OF AUDIT.
   8.1 CERES shall keep and shall cause any SUBLICENSEE to keep accurate records of all production and sales of seeds of the LICENSED
VARIETY in each country of the LICENSED TERRITORY where such sales are made. These records should include, at least, the number of
acres of LICENSED VARIETY seed under production, the physical location of each LICENSED VARIETY production field owned or
controlled by CERES, any AFFILIATED COMPANY or any SUBLICENSEE, the total amount of LICENSED VARIETY seed produced, the
total amount of LICENSED VARIETY seed sold, including specifically the amount of COMMERCIAL SEED sold and the amount of seed
sold and/or disposed of without identity (under Paragraph 6.4 and subject to royalties under Paragraph 7.2(e)) and all invoices or shipping
documents relating to such sales.
   8.2 CERES shall allow an independent auditor, reasonably acceptable to CERES, appointed by and paid for by NOBLE to inspect the
records of CERES and any AFFILIATED COMPANY pertaining to the LICENSED VARIETY for the exclusive purpose of verifying the
accuracy of the reports provided. Any such audit shall occur no more frequently than annually. Any such inspection shall occur during normal
business hours and after NOBLE has provided written notice at least ten business days prior to the date of the intended inspection. NOBLE
agrees that it and its representatives will hold the information obtained from the inspection in confidence, and not use it for any purpose other
than verification of the royalties required to be paid hereunder.


CERES-NOBLE Master Research Agreement                                                                                               Page 40 of 57
9. ABATEMENT OF INFRINGEMENT.
   9.1 Each party shall notify the other of any suspected infringement of any INTELLECTUAL PROPERTY RIGHTS covering the
LICENSED VARIETY. During the term of this Agreement, CERES shall have right, but shall not be otherwise required, to bring suit to abate
such infringement.
     9.1.1 Subject to Paragraph 9.1.2, CERES will have the exclusive right, at its own discretion and expense, to take any action to enforce
  and to initiate and prosecute suits for infringement of the INTELLECTUAL PROPERTY RIGHTS. CERES and NOBLE will consult with
  each other upon a course of action and enforcement strategy. CERES will be responsible for the conduct of any such enforcement action,
  and NOBLE will reasonably cooperate with CERES to effect the enforcement action, and if appropriate, determine a settlement position.
  CERES shall be responsible for retaining counsel and shall promptly notify NOBLE following retention of counsel, and NOBLE agrees to
  be represented by such counsel as may be required for any enforcement action or settlement. For purposes of settlement, CERES shall be the
  contact with the parties‘ counsel as well as the opposing party(ies) and shall have the right to enter into settlements. CERES shall keep
  NOBLE advised as to all developments with respect to the enforcement action and settlement discussions, which includes supplying to
  NOBLE copies of all papers received and filed in sufficient time for NOBLE to comment thereon. NOBLE may attend any and all meetings
  with the parties‘ counsel and the opposing side for settlement purposes. NOBLE agrees to voluntarily join in any action brought by CERES
  as a party plaintiff/defendant, if necessary, at the expense of CERES. If necessary, NOBLE agrees to enter into a joint defense agreement.
      9.1.2 If the license grant of Paragraph 2.1 converts from exclusive to non-exclusive pursuant to Paragraph 7.3, or Paragraph 7.4.1 or
  Paragraph 7.4.2, either party will have the right, after the date such conversion occurs (―CONVERSION DATE‖), to initiate any new action
  to enforce and to initiate and prosecute new suits for infringement of the INTELLECTUAL PROPERTY RIGHTS, provided however, that
  (a) nothing in this Paragraph 9.1.2 shall affect any actions, suits or proceedings pending before the CONVERSION DATE and (b) NOBLE
  shall not have the right to take any action relating to any infringement matters for which CERES had initiated any action, suit or proceeding
  prior to the CONVERSION DATE nor grant any license or sublicense on the INTELLECTUAL PROPERTY RIGHTS to any party against
  whom CERES had initiated such action, suit or proceeding or with whom CERES is involved in any proceedings (e.g. interference,
  opposition in any patent office).
   9.2 Any damages received by the CERES as a result of an enforcement action of the INTELLECTUAL PROPERTY RIGHTS, after
deduction of all enforcement related costs incurred by such party, shall be considered as either NET SELLING PRICE or LICENSE INCOME
for the purpose of remuneration payments to NOBLE, to whichever the damages are reasonably deemed equivalent; provided however, that
any award that exceeds compensation for loss of revenue, costs and expenses incurred by CERES (e.g. punitive damages), after deduction of all
enforcement related costs incurred by CERES, will be shared as follows: NOBLE will be entitled to a percentage of the award equal to the
NOBLE CONTRIBUTION (See ANNEX B Article 2) and CERES will be entitled to the remainder.


CERES-NOBLE Master Research Agreement                                                                                            Page 41 of 57
10. TERM AND TERMINATION.
   10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to:
     (a) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering
         the LICENSED VARIETY; or
     (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained,
         fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction.
   10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such
other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required
payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit
payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the
non-breaching party specifying such failure.
   10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days‘ written notice to CERES, (a) if CERES seeks
protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such
proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of
CERES (excluding any situation where all or substantially all of CERES‘ assets, stock or business to which this Agreement relates are acquired
by a third party (whether by sale, acquisition, merger, operation of law or otherwise)).
    10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of
CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale
of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS;
provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any
SUBLICENSEES.
   10.5 The parties may terminate this Agreement at any time by mutual, written agreement.
   10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement
before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any
termination of this Agreement.
   10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its
possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and
NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED
VARIETIES other than seed.


CERES-NOBLE Master Research Agreement                                                                                               Page 42 of 57
   10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof.
   10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties
shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each
SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such
SUBLICENSES.
   10.10 Termination of this Agreement shall not prevent:
      (a) NOBLE from recovering any royalties due as of termination; and
      (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.
11. CONFIDENTIALITY AND PUBLICATIONS.
   11.1 As used in this Agreement, the term ―Confidential Information‖ shall mean (a) all non-public-information received by one party from
the other in the framework of this Agreement and (b) any and all information, results (including materials) and observations generated by
NOBLE in the performance of any this Agreement. Confidential Information can include, but is not limited to, information concerning the
disclosing party‘s operations, research, processes, techniques, data, and non-public materials.
    11.2 From receipt to five (5) years after the disclosure of the relevant CONFIDENTIAL INFORMATION, the receiving party shall not use,
except (a) for the benefit of the parties‘ collaboration, or (b) such use as is expressly allowed by this Agreement, and/or disclose any
Confidential Information to any third party without the prior written consent of the disclosing party if the Confidential Information was
received from the other party, or the prior written consent of both parties if the Confidential Information was generated during the performance
of this Agreement, excepting that information described in Paragraph 11.3. Confidential Information shall only be made accessible to each
party‘s employees or students on a need-to-know basis. Manuscripts and papers published in scientific journals and presentations made at
public meetings that include Confidential Information are exempt from the conditions of this paragraph, provided the parties followed the
procedure set forth in Paragraph 11.4.
    11.3 The receiving party shall have no obligations of confidentiality for information that: can be established through written evidence to be
in the possession of the receiving party prior to the disclosure by the disclosing party; is or becomes public knowledge through no fault of the
disclosing party; is acquired from others not under an obligation of confidentiality to the disclosing party. In addition, CERES shall have the
right to proceed to disclosures of Confidential Information (a) as required to file for INTELLECTUAL PROPERTY RIGHTS or registration,
(b) as required to exercise its commercialization rights granted in or on the basis of this Agreement and for related marketing activities, (c) as
required by laws, rules or regulation or court ordering such as, without limitation, SEC regulations, or (d) in CERES‘ reasonable judgment, to
(potential) investors and business partners.


CERES-NOBLE Master Research Agreement                                                                                                Page 43 of 57
   11.4 The parties agree that the researchers involved in the development of the LICENSED VARIETY are permitted to present methods
and/or results of the development activities at symposia and professional meetings and to publish the same in journals or the like, subject to the
obligations of this paragraph. If either party wishes to present results of the evaluation activities set forth in this Agreement at symposia and
professional meetings or publish the same in journals or the like, the disclosing party must furnish copies of any proposed publication,
presentation, or disclosure (collectively ―Disclosure‖) to the other party at least thirty (30) days in advance of the specific submission,
presentation, or other disclosure. If the non-disclosing party raises an objection within such thirty (30) day period with respect to any part of the
proposed Disclosure, the parties will diligently cooperate to modify the objected matter. The non-disclosing party‘s consent will be required for
such Disclosure, but such consent will not unreasonably be withheld. If no objection is raised within the aforementioned thirty (30) day period,
the disclosing party may proceed with the Disclosure.
    11.5 Each party shall be responsible for requiring any and all of its employees or students who will perform activities under this Agreement
to be bound by a written agreement(s) that commits their inventions, discoveries, and other intellectual property to the party-employer and
requires confidential treatment of party and third-party confidential information. Each party shall further notify each such employee, in writing,
of their obligations and responsibilities under the terms of this Agreement, including but not limited to the provisions of this Paragraph 11.
12. NOTICES.
   Any notices required to be given or which shall be given under this Agreement shall be in writing and delivered by first class mail or
overnight (trackable) courier addressed to the Parties as follows:
    Vice President of Product Development
    Ceres, Inc.
    1535 Ranch Conejo Blvd.
    Thousand Oaks, California 91320
    Vice President, General Counsel
    The Samuel Roberts Noble Foundation, Inc.
    2510 Sam Noble Parkway
    Ardmore, Oklahoma 73401
   In the event that notices under this Agreement are sent by certified or registered mail (or alternatively, by overnight courier) by one party to
the other party at its above address, they shall be deemed to have been given or made as of the date so mailed.
13. DISCLAIMERS.
  13.1 EXCEPT AS SET FORTH IN PARAGRAPH 17, THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARTY HAS
MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO,
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


CERES-NOBLE Master Research Agreement                                                                                                 Page 44 of 57
  13.2 IN NO EVENT SHALL EITHER PARTY BE HELD RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT ARISING OUT OF THE USE OF ANY INTELLECTUAL PROPERTY RIGHTS
COVERED BY THIS AGREEMENT, OR THE IMPLEMENTATION OF THIS AGREEMENT, EVEN IF SUCH PARTY IS ADVISED IN
ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
    13.3 NOBLE shall not be liable under any circumstances, whether in contract, in tort, under any warranty, in negligence or otherwise, for
any incidental, indirect, special or consequential damages resulting from the exercise of CERES‘ rights under the option and/or license granted
pursuant to this Agreement or from the production, sale, storage, use or attempted use of the LICENSED VARIETY, including, but not limited
to, damage to real or personal property, including land, livestock, crops, plants, seed or feed crop.
   13.4 Nothing in this Agreement shall be construed as:
     (a)    a warranty or representation by either party as to the validity or scope of any INTELLECTUAL PROPERTY RIGHTS, patent
            rights or plant variety rights;

     (b)    a warranty or representation by either party that anything made, used, sold or otherwise disposed of pursuant to any license granted
            under this Agreement is or will be free from infringement of patents of third parties;

     (c)    any obligations by either party to bring or prosecute actions or suits against third parties for patent infringement; and

     (d)    a grant by implication, estoppel, or otherwise of any licenses under any intellectual property rights of NOBLE or other persons
            other than as provided in Paragraph 2.1 hereof.
14. INDEMNIFICATION.
   Excluding those acts directly attributable to the negligence or willful misconduct of NOBLE, CERES agrees to indemnify, hold harmless
and defend NOBLE, its trustees, officers, employees and agents and the breeders (as named in the INTELLECTUAL PROPERTY RIGHTS, if
any) against any and all liability and/or damages with respect to any claims, suits, demands, judgments or causes arising out of (a) the
production, development, storage, sale or any other use of the LICENSED VARIETY seed and/or exercise of rights granted hereunder by
CERES, its SUBLICENSEES, distributors, agents, representatives or AFFILIATED COMPANIES; (b) the use by end-users and other third
parties of LICENSED VARIETY seed; and/or (c) any representation, warranty or statement by CERES, its SUBLICENSEES, distributors,
agents, representatives or AFFILIATED COMPANIES, concerning NOBLE, LICENSED VARIETY seed or any INTELLECTUAL
PROPERTY RIGHTS. In the event any such claims, demands or actions are made, CERES shall defend NOBLE at CERES‘ sole expense by
counsel selected by CERES and reasonably acceptable to NOBLE. NOBLE shall promptly notify CERES, in writing, of any such claims, suits
or demands upon discovery and shall cooperate with CERES in the defense, provided that CERES shall have the right to lead the defense
including entering into any settlement. CERES will keep NOBLE informed about the conduct of the defense and consult NOBLE regarding
any settlement proposals.


CERES-NOBLE Master Research Agreement                                                                                                   Page 45 of 57
15. PUBLICITY AND USE OF NAMES.
   15.1 Neither party shall publicize or disclose the terms of this Agreement without the prior written approval of the other party, subject to the
same exceptions as set forth in Paragraph 11.3(a) through (d).
    15.2 The parties intend to issue joint press releases regarding this collaboration. Any such press release and any press release by either party
will be subject to the prior written approval of both parties; provided however, that (i) CERES shall have the right to otherwise disclose
information as may be required in CERES‘ judgment to comply with SEC regulations or other laws, rules or regulations governing disclosure
of information and (ii) NOBLE shall have the right to otherwise disclose information as may be required in NOBLE‘S judgment to comply
with IRS or state regulations or other laws, rules or regulations governing disclosure of information. Notwithstanding the unilateral disclosure
rights provided for in this paragraph, the disclosing party shall provide the other party a copy of any such unilateral disclosure preferably prior
to its release.
    15.3 CERES, any AFFILIATED COMPANY and any SUBLICENSEE may make known in promotional materials and technical literature
that the LICENSED VARIETY was evaluated and developed for commercialization at NOBLE and seed is produced, marketed, and sold under
a license from NOBLE; provided, however, that such use shall not state or otherwise imply that NOBLE has any relationship with CERES
outside its publicized relationships (e.g., licensor-licensee, etc.). NOBLE shall have the right to review and must pre-approve, in writing, any
and all such provided materials and technical literature that references NOBLE or its employees prior to its public release.
    15.4 CERES, any AFFILIATED COMPANY and any SUBLICENSEE shall include on (or affix to) the seed packaging (e.g., bag or other
container) and promotional materials the NOBLE mark set forth in ANNEX D to this Agreement in accordance with the terms and conditions
set forth therein. NOBLE shall have the right to review and must pre-approve, in writing, any and all materials, including seed packaging, that
includes or is intended to include the mark of ANNEX D .
16. DISPUTE RESOLUTION.
   All disputes, differences or questions arising out of or in connection with this Agreement or its ANNEXES, or related to the alleged breach,
termination, validity, interpretation or violation thereof, shall be submitted to the MANAGEMENT COMMITTEE for resolution, which shall
convene, whether in person or otherwise, to resolve such dispute in a timely manner. Either party may initiate a resolution procedure by
providing written notice (―Dispute Notice‖) to the other party, and any such Dispute Notice must set forth the subject matter of the dispute,
difference or question. If after sixty (60) days the dispute remains unresolved, the presidents of CERES and NOBLE shall seek to resolve the
dispute through negotiation or mediation. If negotiation is elected, the parties agree that at least eight (8) cumulative hours of negotiations
between the presidents will be undertaken. If mediation is elected, the presidents will meet at a neutral site for mediation. Unless agreed to
otherwise, the neutral site shall be Denver, Colorado. The mediation shall be conducted in accordance with the then existing Commercial
Mediation Rules of the American Arbitration Association (AAA). The mediator shall be selected by mutual agreement of the parties. If the
parties cannot agree on a mediator, AAA shall designate a mediator at the request of either party. Any mediator so designated must be
acceptable to both parties. Fees for the mediation will be shared equally, and the parties will responsible for their


CERES-NOBLE Master Research Agreement                                                                                                 Page 46 of 57
respective expenses. Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement
agreement.
   Any dispute, controversy, or claim arising out of or in connection with this Agreement or its ANNEXES, or related to the alleged breach,
termination, validity, interpretation or violation thereof, not settled by negotiation or mediation in accordance with the terms hereof, shall be
finally settled and determined by arbitration administered by the AAA under its then current Commercial Arbitration Rules and Mediation
Procedures (including Procedures for Large, Complex Commercial Disputes) (the ―Rules‖). The written reasoned award of the arbitrators shall
be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court
having jurisdiction.
      (a)   Initiation of Arbitration . Any party may initiate arbitration by filing a written request for arbitration with the AAA. A copy of the
            request shall be furnished to all other parties in accordance with the provisions of the Rules and the provisions in the agreement
            between the parties concerning notices. For all purposes the ―commencement of the arbitration‖ shall be deemed to be the date on
            which any party issues a written demand for arbitration in accordance with the requirements of Article 18.

      (b)   Appointment of Arbitrators . Each party shall appoint an arbitrator, and the two arbitrators so appointed shall appoint the third
            arbitrator. The party initiating the arbitration shall appoint its arbitrator at the commencement of the arbitration. The other party
            shall appoint its arbitrator within thirty (30) days of the commencement of the arbitration. If the arbitrators appointed by the parties
            fail to appoint the third arbitrator within sixty (60) days of the commencement of the arbitration, the AAA shall appoint the third
            arbitrator following consultation with the parties.

      (c)   Qualifications of Arbitrators . Each arbitrator so appointed shall have a reputation as being experienced in the legal and technical
            matters related to the dispute, shall be required to disclose, among other disclosures, any prior involvement with the legal and
            technical matters related to the dispute and any involvement with a competitor of any party, and shall not be presently nor in the
            past have been affiliated with any party or a competitor of any party. Notwithstanding the method of their appointment, each
            arbitrator shall be required to meet the standards contained in the Rules with respect to impartiality, independence and neutrality.

      (d)   Location of the Arbitration . The seat of arbitration shall be Denver, Colorado. The arbitrators may hold hearings at such other
            locations as the arbitrators shall determine, after consultation with the parties.

      (e)   Language of Arbitration . The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any
            written evidence originally in a language other than English shall be submitted in English translation accompanied by the original
            or true copy thereof.


CERES-NOBLE Master Research Agreement                                                                                                Page 47 of 57
    (f)   Procedural Requirements . The arbitrators shall, after consultation with the parties, make appropriate provision in the arbitration
          process for rules specific to this arbitration which:
          (i)       require the disclosure of all exhibits expected to be used by the parties at the arbitration, and the exchange of complete
                    copies of all such exhibits in advance of the arbitration;

          (ii)      determine the dates for the exchange of said written disclosures and copies of said exhibits;

          (iii)     require the written disclosure of the identity of all witnesses whom the parties expect to call at the arbitration;

          (iv)      determine the dates for the exchange of the written disclosures of the identity of witnesses which the parties expect to
                    call at the arbitration;

          (v)       determine the dates for the exchange of sworn narrative statements containing the testimony of all witnesses whom the
                    parties expect to call at the arbitration;

          (vi)      require that the sworn narrative testimony of witnesses be submitted in substitution for the direct examination of the
                    witness, and that all witnesses whose sworn testimony is submitted for consideration by the arbitrators must present him
                    or herself for cross examination at the time and place of the arbitration hearing, unless some other procedure providing
                    the parties with a full and complete opportunity for cross-examination has been established and provided by the
                    arbitrators, the parties and the witness:

          (vii)     prohibit, except upon a showing of good cause, or for purposes of rebuttal, the receipt into evidence of any exhibit not
                    disclosed by the parties, nor shall the arbitrators permit a party to present the testimony of any witness whose identity and
                    testimony was not exchanged prior to the arbitration;

          (viii)    permit discovery as reasonable and necessary for the orderly preparation of the dispute for hearing and determination of
                    the dispute (said discovery may include requests for production of documents and depositions of witnesses who cannot
                    be summoned to the arbitration or are otherwise unavailable to attend the arbitration); and

          (ix)      require all parties and experts to maintain all information and documents they have received , reviewed, exchanged or
                    given testimony about in confidence pursuant to an appropriate confidentiality undertaking and order.
    (g)   Limitation on Remedies . The arbitrators are precluded from awarding punitive or exemplary damages. In no event shall the
          arbitrators have the powers of an amiable compositeur.


CERES-NOBLE Master Research Agreement                                                                                                Page 48 of 57
      (h)   Resort to the Courts . Nothing in this Agreement prohibits any party from seeking interim or conservatory relief in any court of
            competent jurisdiction; provided however , that neither the filing of an application for a temporary restraining order, preliminary
            injunction or other interim or conservatory relief, as necessary, nor the granting of such relief, shall be deemed to be a waiver of
            the obligation of the party to have the dispute heard and determined solely and exclusively by arbitration.

      (i)   Survival. The rights and obligations of the parties as described herein shall survive the termination, expiration, non-renewal or
            rescission of the Agreement between the parties.
17. GENERAL.
    17.1 Entire Agreement/Modifications . This Agreement together with its ANNEXES constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof, and there are no representations, warranties, covenants or obligations except as set forth herein.
This Agreement supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, written or oral, of the
parties hereto relating to the subject matter hereof. This Agreement may only be amended, modified or superseded by a writing executed by the
authorized representative of the parties hereto. Pursuant to the obligations of this Agreement, the parties anticipate that ANNEXES will be
attached to and become part of this Agreement during its term.
    17.2 Severability . This Agreement, to the greatest extent possible, shall be construed so as to give validity to all of the provisions hereof. If
any provision of this Agreement is or becomes invalid, is ruled illegal by a court of competent jurisdiction or is deemed unenforceable under
the current applicable law from time to time in effect during the term of this Agreement, the remainder of this Agreement will not be affected
or impaired thereby and will continue to be construed to the maximum extent permitted by law. In lieu of each provisions which is invalid,
illegal or unenforceable, there will be substituted or added as part of this Agreement by mutual written agreement of the parties, a provision
which will be as similar as possible, in economic and business objectives as intended by the parties to such invalid, illegal or unenforceable
provision, but will be valid, legal and enforceable.
   17.3 Waiver . No failure or delay by either party in exercising any right or remedy under this Agreement will waive any provision of this
Agreement. Nor will any single or partial exercise by either party of any right or remedy under this Agreement preclude it from otherwise or
further exercising any rights or remedies which it may have, or any other rights or remedies granted by any law or any related document.
   17.4 Enforcement . In the event an action is commenced by either party against the other to enforce any of the provisions of this Agreement,
the prevailing party shall be entitled to recover from the other party reasonable attorneys‘ fees, court costs and necessary disbursements
incurred in connection with such action.
    17.5 Licensor-Licensee Relationship . The relationship of the parties is that of independent contractors and licensor-licensee. Nothing herein
is intended or will be construed to establish any agency, partnerships, or joint ventures. Neither party has any authority to act for and/or to bind
the other party in any way or to represent that either is in any way responsible for the acts of the other,


CERES-NOBLE Master Research Agreement                                                                                                   Page 49 of 57
except as may be explicitly provided for herein or authorized by the non-acting party in writing. Neither party is authorized or empowered to
act as an agent for the other party for any purpose, nor shall either party be bound by the acts or conduct of the other party.
    17.6 Assignablility . This Agreement binds and enures to the benefit of the parties, their successor or assigns, but may not be assigned by
either party without the prior written consent of the other party; provided however, that CERES shall have the right to assign its rights and
obligations under this Agreement to any AFFILIATED COMPANY and either party shall have the right to assign its rights and obligations
under this Agreement to a third party in conjunction with the transfer to the third party of substantially all of the assets of that party associated
with performance under this Agreement without prior consent.
    17.7 Force Majeure . No party shall be responsible to the other party for delay or failure in performance of any the obligations imposed by
this Agreement, provided such failure shall be occasioned by fire, flood, explosion, lightning, wind storm, hailstorm, earthquake, subsidence of
soil, failure of machinery or equipment or supply of materials, discontinuity in the supply of power, court order or governmental interference,
terrorist attacks, civil commotion, riot, war, strikes, labor disturbances, transportation difficulties, labor shortage, natural genetic variation of
any living matter or by any other cause of like or unlike nature beyond the reasonable control and without fault or negligence of such party.
  17.8 Choice of Law . This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of
Delaware without regard to the principles of conflicts of law thereof.
      IN WITNESS WHEREOF , CERES and NOBLE have caused this Agreement to be duly executed as indicated below.


THE SAMUEL ROBERTS NOBLE                                      CERES, INC.
FOUNDATION, INC.

By:                                                           By:
Name:                                                         Name:
Title:                                                        Title:
Date:                                                         Date:


By:                                                           By:
Name:                                                         Name:
Title:                                                        Title:
Date:                                                         Date:



CERES-NOBLE Master Research Agreement                                                                                                   Page 50 of 57
                                   ANNEX A — INTELLECTUAL PROPERTY
                          INTELLECTUAL PROPERTY RIGHTS for the LICENSED VARIETY
                                             (Paragraph 1.12)
                                        JOINT INTELLECTUAL PROPERTY
                                                 (Paragraph 1.13)
                                        NOBLE INTELLECTUAL PROPERTY
                                                (Paragraph 1.14)
                                NOBLE BACKGROUND INTELLECTUAL PROPERTY
                                             (Paragraph 1.16)


CERES-NOBLE Master Research Agreement                                             Page 51 of 57
                                                      ANNEX B — ROYALTY RATE
1. TOTAL ROYALTY RATE TABLE AND CALCULATION:
  1.1 The following table illustrates the total royalty rates on NET SELLING PRICE:

           Percent Increase in
                Biomass                                                                          Royalty
                    0%                                                                           [***]
                    7%                                                                           [***]
                   20%                                                                           [***]
                   33%                                                                           [***]
                   47%                                                                           [***]
                   60%                                                                           [***]
                   73%                                                                           [***]
                   87%                                                                           [***]
                  100%                                                                           [***]
                  113%                                                                           [***]
                  127%                                                                           [***]
                  140%                                                                           [***]
                  153%                                                                           [***]
                  167%                                                                           [***]
    The total royalty shall equal [***] times the percent increase in biomass plus [***], wherein the total royalty rate shall be shall be no
    greater than [***] and no lower than [***].
    This can be expressed using the following formula:
    Royalty = [***] X percent increase in biomass + [***]
  Such percent increase in biomass has been determined in accordance with Paragraph 15.1 of SCHEDULE 2, PERFORMANCE
  EVALUATION PLAN at [complete].
  [OPTIONAL] The MANAGEMENT COMMITTEE has determined, pursuant to Paragraph 15.1.7 of SCHEDULE 2, that the total
  applicable royalty rate is [complete] .
  1.2 Royalty rate on LICENSE INCOME: [***]
2. NOBLE CONTRIBUTION:
  NOBLE‘s contribution to the research and development of the LICENSED VARIETY has been determined in accordance with Article 14 of
  SCHEDULE 2 at [complete percentage] .


CERES-NOBLE Master Research Agreement                                                                                              Page 52 of 57

                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
                                                     ANNEX C — MARKETING PLAN
                                                            (Paragraph 1.24)
1.   TIMING

     The MARKETING PLAN is to cover a five year period and shall be reviewed annually with adjustments made for further five year
     periods in line with market conditions (or projections of the same) and the agronomic performance of the LICENSED VARIETY.

2.   POSITIONING

     An assessment of the potential of the LICENSED VARIETY in an identified market.

3.   PROMOTION

     Details of all project promotional activities, plus anticipated, related expenditures, that are intended to the LICENSED VARIETY
     achieves its maximum market potential.

4.   DISTRIBUTION

     Details of the proposed distribution network and activities for supporting the distributor or retailer plus anticipated promotion activities
     of the distributor/retailer. NOTE: If the anticipated distribution network includes the creation of a new seed company, details regarding
     this important component should be included here.

5.   EVALUATION

     Details of planned evaluation and demonstration, if any.

6.   PROTECTION

     Anticipated intellectual property protection requirements.

7.   SEED SALES

     Estimated sales including grade of seed, volume and price and country of destination.

8.   ROYALTY INCOME
     a.    Estimated royalty payments; and

     b.    Commencement date of payment.
9.   SEED PRODUCTION

     Estimated production, including grade of seed, land area to be sown, estimated production and harvest date.


CERES-NOBLE Master Research Agreement                                                                                               Page 53 of 57
              ANNEX D - NON-EXCLUSIVE LICENSE TO AND TERMS OF USE FOR ―NOBLE RESEARCH‖ MARK
                                                (Paragraph 15.4)
                                        Terms and Conditions for Non-exclusive License Agreement
                                                                       for




   1. Recitals .
     1.1 NOBLE owns and uses the trademark NOBLE Research (the ―Mark‖) in connection with plants, plant seed, plant material and
  research tools developed by or improved directly through NOBLE research efforts (―Qualifying Products‖).
    1.2 NOBLE acknowledges and intends that the LICENSED VARIETY be promoted, marketed and sold under one or more primary
  marks specific to CERES and/or the LICENSED VARIETY.
   2. Grant of License . NOBLE hereby grants to CERES a non-exclusive, world-wide, royalty-free license to use the Mark in connection
with the LICENSED VARIETY to promote, market, sell and deliver LICENSED VARIETY to SUBLICENSEES, distributors and consumers.
   3. Reservation of Rights . NOBLE hereby reserves any and all rights not expressly and explicitly granted in these terms and conditions,
including NOBLE‘S right to authorize or license use of the Mark or any other trademarks or names containing NOBLE, to any third party for
use in connection with any goods and services. Without limiting the rights reserved in this paragraph, NOBLE hereby reserves any and all
rights to use, authorize use or license use of the Mark or any other trademarks or names containing the Marks in any geographic territory and in
any language.
   4. Ownership of Mark . CERES hereby acknowledges that NOBLE is the owner of the Mark, and any trademark applications and/or
registrations thereto, agrees that it will not challenge the validity of or NOBLE‘S ownership of the Mark, and agrees that all use of the Mark by
CERES shall inure to the benefit of NOBLE. CERES agrees that nothing in these terms and conditions shall give CERES any right, title or
interest in the Mark other than the right to use the Mark in accordance with


CERES-NOBLE Master Research Agreement                                                                                              Page 54 of 57
this Agreement and as permitted by law. CERES agrees not to register or attempt to register or use the Mark, or the term NOBLE, as a
trademark, service mark, Internet domain name, trade name excepted as permitted herein.
   5. Use of the Mark; Protection of the Mark .
     5.1 Proper Use .
           5.1.1 CERES may use the Mark in connection with the promotion, marketing and selling of the LICENSED VARIETY, and
        CERES agrees that all use of the Mark shall only occur in connection with the LICENSED VARIETY and shall be in compliance with
        the terms of this EXHIBIT.
            5.1.1 CERES may only use the Mark as a collective whole (as shown above) and shall not separately use any element or elements
        of the Mark. Notwithstanding the foregoing, CERES may make fair uses of specific terms (e.g., ―research‖) comprising the Mark.
           5.1.2 The Mark is not to be altered and must be reproduced from the supplied artwork as provided by NOBLE from time to time.
        The Mark is not to be used in conjunction with any other mark or design, i.e., the Mark must stand alone in terms of its commercial
        impression generated by the particular usage; provided however, the parties acknowledge and agree that the Mark will appear on
        packaging and other related promotional material with other trademarks, service marks, and/or trade names (e.g., the CERES mark).
           5.1.3 CERES has no right to sublicense the use of the Mark other than as described herein.
            5.1.4 CERES may not use the Mark in connection with or for the benefit of non-Qualifying Products, whether CERES‘ or another
        third party‘s.
           5.1.5 CERES must not use as its own trademark any word(s) or design(s) confusingly similar to the Mark.
           5.1.6 NOBLE shall have the right to review and must pre-approve, in writing, any and all materials, including seed packaging, that
        includes or is intended to include the Mark.
     5.2 Monitoring . CERES acknowledges that NOBLE has the right to monitor CERES‘ use of the Mark in conjunction with the
  LICENSED VARIETY. Upon reasonable request by NOBLE, CERES shall provide NOBLE with representative samples of each CERES
  use of the Mark. If NOBLE determines in good faith that CERES is using the Mark improperly, NOBLE shall notify CERES, and CERES
  shall use reasonable efforts to remedy the improper use within thirty (30) days following receipt of such notice.
     5.3 Legend . CERES must identify the Mark as a trademark of NOBLE with each usage in the following format:


CERES-NOBLE Master Research Agreement                                                                                           Page 55 of 57
  ―NOBLE Research is a trademark of The Samuel Roberts Noble Foundation, Inc.‖
  CERES must exercise care in the use of the Mark so as not to indicate to the public: that CERES is more than a licensee of NOBLE (i.e., not
  a part or affiliate of NOBLE or otherwise related to NOBLE) or that the LICENSED VARIETY is produced or has been tested or approved
  by NOBLE.
   6. Protection of Interests . In the event CERES becomes aware of any unauthorized use of the Mark by a third party, CERES agrees to
promptly notify NOBLE and to cooperate fully, at NOBLE‘S expense, in the enforcement of NOBLE‘S rights against such a third party.
Nothing contained in this paragraph of this EXHIBIT shall be construed as to require NOBLE to enforce any rights against a third party or to
restrict NOBLE‘S rights to license or consent to such a third party‘s use of the Mark.
    7. Indemnification . NOBLE agrees to indemnify and hold CERES, and its officers, agents, directors employees, attorneys, shareholders,
subsidiaries, affiliates, distributors, and licensees, harmless from any and all liability, loss, damages, claims or causes of action, including
reasonable legal fees and expenses, that may be incurred by CERES or one of the foregoing parties arising out of assertions or claims by a third
party that CERES‘ use of the Mark in accordance with the license granted in this EXHIBIT infringes such third party‘s rights in the Mark.
CERES shall provide NOBLE with prompt written notice of any claim for which indemnification is sought, and shall cooperate fully with and
allow NOBLE to control the defense and settlement of such claim at NOBLE‘S sole expense. NOBLE shall have the exclusive right to settle
any such claim.
   8. Termination; Suspension .
     8.1 Term of Agreement . Unless sooner terminated under the provisions of this Paragraph of this EXHIBIT, the license granted in this
  EXHIBIT shall remain in effect until such time as (a) the termination of the Agreement or (b) NOBLE provides written notice of its intent to
  terminate no less than ninety (90) days prior to the intended termination date. Termination pursuant to this Paragraph may be for any reason
  or no reason.
      8.2 Termination for Default or Action . Either party shall have the right to terminate the license grant in this EXHIBIT if (a) the other
  party materially defaults on any of its obligations under the terms of this EXHIBIT, including without limitation a material breach by
  CERES of its obligations under Paragraphs 5.2 unless (i) such breach is cured within the thirty (30) days following receipt of written notice
  of such breach from NOBLE or (ii) CERES provides NOBLE, within such thirty (30) day period, a written plan to remedy such breach that
  is acceptable to NOBLE, in its sole discretion; (b) CERES decides not to develop and launch the LICENSED VARIETY pursuant to the
  terms of the MRA and/or this Agreement; or (c) the LICENSED VARIETY is discontinued and removed from the marketplace.
     8.3 Effect of Termination . Upon termination of the license granted in this EXHIBIT, CERES shall immediately cease use of the Mark. In
  the event of termination in accordance with Paragraph 8.1 or Paragraph 8.2(a) of this EXHIBIT, CERES may continue to use the Mark to
  deplete any stock of packaging and promotional materials it has on hand at the time of such termination, so long as such use is in compliance
  with the terms of this EXHIBIT.




CERES-NOBLE Master Research Agreement                                                                                             Page 56 of 57
     8.4 Suspension . Notwithstanding Paragraph 8.2 of this EXHIBIT, if in its reasonable discretion, NOBLE determines that as a result of a
  breach of the terms set forth in this EXHIBIT that NOBLE will be materially and adversely affected in a substantial manner by failing to
  immediately suspend the license granted in this EXHIBIT, NOBLE may suspend the licenses hereunder until such breach is appropriately
  cured, in the sole determination of NOBLE.


CERES-NOBLE Master Research Agreement                                                                                          Page 57 of 57
Pages where confidential treatment has been requested are stamped ‗Confidential Treatment Requested and the Redacted Material has been
separately filed with the Commission,‘ and the confidential section has been marked as follows: [***].


                                                               SCHEDULE 4

THIS REVISED SCHEDULE is made this 10th day of March, 2007.


BETWEEN         CERES, INC., a Delaware corporation, having its principal place of business at 1535 Rancho Conejo Blvd., Thousand Oaks,
                CA 91320 (―CERES‖) and

                THE SAMUEL ROBERTS NOBLE FOUNDATION INCORPORATED, an Oklahoma non-profit corporation, having its
                principal place of business at 2510 Sam Noble Parkway, Ardmore, Oklahoma 73401 (―NOBLE‖);
WHEREAS, CERES and NOBLE have entered into a Master Research Agreement (―MRA‖), dated 19 May 2006, which allows for the
undertaking of RESEARCH PROJECTS pursuant to SCHEDULES, these terms being defined in the MRA; and
WHEREAS, CERES and NOBLE entered into an original Schedule 1 to the MRA, dated 19 May 2006, and the parties hereby seek to replace
the terms and conditions of such schedule, in its entirety, with this revised SCHEDULE effective as of the date shown above; and
THEREFORE, the parties have agreed to undertake the following RESEARCH PROJECT as defined herein on the following terms and
conditions:

GENERAL
A.   Unless otherwise specified herein, the terms of the MRA shall apply to this SCHEDULE.

B.   In the event of any difference between the terms of this SCHEDULE and the MRA, then the terms of this SCHEDULE shall prevail.
RESEARCH PROJECT TITLE: Production-scale agronomics and economics of switchgrass for bioenergy in the southern Great Plains
1.   BACKGROUND:

     Limited information is available on agronomic management and production economics of switchgrass for bioenergy purposes in the
     southern Great Plains. NOBLE has initiated research to improve the genetics of switchgrass to produce greater biomass yields and
     research to identify management practices that allow for better stand establishment. Research on nitrogen, phosphorous, and potassium
     fertilization rates and harvest management practices to optimum biomass yields have not been addressed. Research and demonstration
     projects that identify the best fertilization and harvest management practices may facilitate quicker producer adoption of switchgrass and
     stimulate a budding bioenergy industry. Research on switchgrass production in the southern Great Plains will also improve
     understanding about the westward adaptability of switchgrass, biomass yield relationships with site precipitation, and the dual purpose
     value of switchgrass as a forage and bioenergy crop, vital information considering that much of the agricultural sector in the southern
     Great Plains is tied to beef cattle production.

2.   PROPOSAL OBJECTIVES:


                                                                                                                                    Page 1 of 8
     2.1   To determine biomass yields and production economics of switchgrass as a bioenergy crop under one and two harvest per year
           systems across southern Oklahoma.

     2.2   To quantify effects of nitrogen fertilization rate and harvest frequency/time interactions on switchgrass biomass yields, stand
           persistence, and forage quality.

     2.3   To determine interactions of nitrogen, phosphorous, and potassium fertilization on switchgrass biomass production, nutrient
           uptake, and soil nutrient removal rates.
3.   WORK TO BE UNDERTAKEN:

     See RESEARCH AND DEVELOPMENT PLAN (Attachment A to this SCHEDULE).

     Subject to the RESEARCH AND DEVELOPMENT PLAN, an overview of NOBLE work includes:

     Objective 1 . In the spring of 2007, research will be initiated on four NOBLE cooperators‘ farms and one NOBLE farm to determine
     biomass yields and production economics of switchgrass as a bioenergy crop under one and two harvest per year systems across southern
     Oklahoma. The five locations will span a 15 to 50 inch rainfall gradient: 1) far-west; 2) west; 3) central (NOBLE farm); 4) east; and 5)
     far-east. Two harvest frequencies will be evaluated: 1) cut once at the end of the growing season for biofuel purposes; 2) cut twice —
     ‗boot‘ stage for forage and at the end of the growing season for biofuel purposes. Contracts will be established with cooperators to allow
     NOBLE to establish and produce switchgrass through 2011. Plot size will be [***] acres and will be replicated [***] times per treatment
     for a total of [***] acres of production at each location.

     In March-April 2007, soils will be tested for phosphorous, potassium, and pH and deficiencies will be corrected so as not to limit yield
     responses. Fields will be planted with [***] switchgrass between April and June 2007. In the 2 nd and subsequent production years, N
     will be applied at [***] pounds/acre so as not to limit yield. If stands fail to establish in 2007 and 2008, the effected sites will be
     replanted in 2008 and 2009, respectively, and subsequently, the treatment applications and data collection schedule will be delayed for
     the appropriate period of time.

     Stand establishment success will be assessed in the fall of the 1 st growing season before biomass harvest. Biomass will be harvested at
     the same time for all treatments in the fall of 2007 and by treatment schedule from 2008-11. Subsamples of the harvested biomass will be
     collected for forage quality analysis from 2008-09. Stand persistence will be assessed in the spring of 2009-11 with counts of tiller
     densities.

     The experiment will be analyzed as randomized complete block with repeated measures. Year (5), location (5), and replication ([***])
     will be considered random factors and harvest frequency (2) a fixed factor.

     Full Information Enterprise Budgets detailing both variable and fixed production expenses will be developed for each treatment
     (system) for each farm location and year. Variable expenses include all cash expenses for seed, chemicals, fertilizer, custom

                                                                                                                                     Page 2 of 8

                Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
services, hired labor, and interest on investment. Fixed expenses include depreciation, interest, taxes, and insurance on farm machinery,
fences, and other capital items used in the production process. Breakeven price of harvested switchgrass will be computed to determine
the price a producer would have to be paid in order to break-even. Sensitivity analysis will be conducted to determine how robust results
are to changes in prices of inputs and yields.

Objective 2 . In the spring of 2007, field plots of [***] switchgrass will be established on three NOBLE farm sites (highly productive,
moderately productive, and lowly productive) to evaluate biomass production responses to N fertilizer rates ([***], [***], [***], [***],
[***], and [***] lbs/acre) and harvest frequency/time periods (a. once — at the end of the growing season; b. twice — at ‗boot‘ stage and
at the end of the growing season; and c. twice — during vegetative growth and at the end of the growing season) . The field plot trials
will cover ~ [***] each and will be conducted through 2011.

In March-April 2007, soils will be tested for for phosphorous, potassium, and pH and deficiencies will be corrected so as not to limit
yield responses. Fields will be planted with [***] switchgrass between April and June 2007. If stands fail to establish in 2007 and 2008,
the affected sites will be replanted in 2008 and 2009, respectively, and subsequently, the treatment applications and data collection
schedule will be delayed for the appropriate period of time.

Stand establishment success will be assessed in the fall of the 1 st growing season before biomass harvest. Biomass will be harvested at
the same time for all treatments in the fall of 2007 and by treatment schedule from 2008-11. Subsamples of the harvested biomass will be
collected for forage quality analysis from 2008-09. Stand persistence will be assessed in the spring of 2009-11 with counts of tiller
densities.

The field plot trials will be arranged in split plots with repeated measures over years. Nitrogen rates will be whole plots and harvest
frequency/time periods the subplots. Each trial will have [***] replications.

Objective 3. In the spring of 2007, field plots of [***] switchgrass will be established on three NOBLE farm sites (highly productive,
moderately productive, and lowly productive) to determine if biomass production responds to N, P, and K fertilization and to quantify
rates of soil nutrient removal under annual biomass harvests . Treatments will include applications of N ([***] and [***] lbs/acre), P
([***] and [***] lbs/acre) and K ([***] and [***] lbs/acre). The field plot trials will cover ~ [***] each and will be conducted through
2011.

Fields will be planted between April and June 2007. In the 2 nd and subsequent production years, the N, P, and K treatments will be
applied according to the treatment schedule. If stands fail to establish in 2007 and 2008, the effected sites will be replanted in 2008 and
2009, respectively, and subsequently, the treatment applications and data collection schedule will be delayed for the appropriate period
of time.

Stand establishment success will be assessed in the fall of the 1 st growing season before biomass harvest. Biomass will be harvested at
the same time for all treatments in the fall of 2007 and by treatment schedule from 2008-11. Subsamples of the harvested biomass

                                                                                                                                  Page 3 of 8

           Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
      will be collected for nutrient concentration analysis (N, P, K, Ca, and Mg) from 2008-09. Stand persistence will be assessed in the spring
      of 2009-11 with counts of tiller densities.

      The field plot trials will be arranged in split plots with repeated measures across years. Nitrogen fertilization rate will be the whole plot
      treatment factor in each trial. Phosphorous and K will be subplot treatments arranged in [***] x [***] factorial manner. Each trial will
      have [***] replications.

4.    DETAILED WORKPLAN:

      The RESEARCH AND DEVELOPMENT PLAN (Attachment A to this SCHEDULE) contains:
         •     Research and evaluation activities to be performed by each party in detail, including locations for such activities

         •     Timelines of such activities

         •     Goals, expected results and deliverables

         •     Milestones and go/no-go decision points, if applicable

         •     FTEs
5.   LOCATION OF WORK:
     NOBLE Work :
     NOBLE properties and subcontractor locations.
     CERES Work:
     Thousand Oaks, CA
6.   PHD LEVEL SCIENTIFIC STAFF:
     Dr. John Guretzky (NOBLE)
     Dr. John Biermacher(NOBLE)
     Dr. Billy Cook (NOBLE)
     Post Doc TBD (CNF, wherein ―CNF‖ indicates a CERES-funded, NOBLE employee)
     Dr. Peter Mascia (CERES)
     Dr. Emily Heaton (CERES)
     Dr. Steve Thomas (CERES)
7.   MAJOR CONSUMABLES/LIVESTOCK TO BE PURCHASED:

     None.

8.   REPORTS:

     All reports shall be delivered to the MANAGEMENT COMMITTEE on or before the required delivery dates for the same.

     NOBLE will deliver at each quarterly MANAGEMENT COMMITTEE meeting (or annual meeting, as the case may be):
         •     Annual Report (compilation of slide presentations and quarterly minutes) (annual meeting).

                                                                                                                                          Page 4 of 8

                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
          •     Quarterly status update and FTE breakout based on attached planning document.

          •     Actual spending relative to budget.

          •     INTELLECTUAL PROPERTY generated during the period.

          •     Copies of slide presentations summarizing research progress (template attached as Attachment B to this SCHEDULE).

          •     Content for the development of a grower’s manual , which the parties intend to be a deliverable of this SCHEDULE.
       Additional information, if not specifically included in the delivered information (above), shall be delivered (or later provided, wherein
       the delivering party shall indicate the delivery method and time) as supporting information at the related quarterly meeting, if available:
          •     Copies of raw field trial data
9.     COMMENCEMENT/TERMINATION:
      Commencement : 15 Mar 2007
      Termination : 31 December 2011
10.    REPORT PREPARATION:
      Dr. John Guretzky (NOBLE)
      Dr Peter Mascia (CERES)
11.    REPORT DATES:

       Annual report : Due at annual meeting in March.

       Quarterly reports and information : Due at quarterly meetings of the MANAGEMENT COMMITTEE per the MRA (e.g., March, June,
       September, December).

12.    ASSETS:

       Not applicable

13.    INSURANCE:

       Not applicable

14.    CONTRIBUTION TO JOINT INTELLECTUAL PROPERTY:

       Controlled by MRA.

15.    SPECIAL CONDITIONS:

       Not applicable.

16.    INTELLECTUAL PROPERTY RIGHTS:
       16.1   NOBLE Background Intellectual Property:
       Management practices and protocols for forage cropping systems.

                                                                                                                                        Page 5 of 8
      16.2    CERES Background Intellectual Property:

              None.
17.   SUBCONTRACTORS AND LOCATIONS:

      NOBLE cooperators (growers) to be determined by the NOBLE Agricultural Division. Final NOBLE cooperators and locations will be
      reported to the MANAGEMENT COMMITTEE at the quarterly meetings.

18.   PROVISIONS FOR EARLY TERMINATION:

      This SCHEDULE does not terminate automatically upon termination of the MRA.

      This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the
      parties, or unless sooner terminated in accordance with the following provisions of this Paragraph:
             (a) mutual, written agreement of the parties;
            (b) failure of one party to satisfy its material obligations under this Agreement, and such party subsequently fails to cure such
        failure(s) within (i) thirty (30) days for failures to remit payment for amounts due under this Agreement and (ii) ninety (90) days for all
        other obligations in each case after receipt of written notice from the non-breaching party specifying such failure;
           (c) one (1) year‘s written notice of termination by either CERES or NOBLE to the other party in case either the terminating party or
        the other party ceases substantially all activities in the COLLABORATION CROPS;
            (d) NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days‘ written notice to CERES, (i) if
        CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding
        or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in case of
        dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES‘ assets, stock or business to
        which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise));
        (iii) with written notice to CERES, to be given no later than March 31, 2010 if Ceres has failed in a substantial manner, by
        December 31, 2009, to implement the activities set forth in EXHIBIT F, and does not remedy such failure or offer a remediation plan
        which is reasonably acceptable to NOBLE within ninety (90) days after receipt of a written notice from NOBLE specifying such
        failure; or (iv) with one hundred twenty (120) days‘ written notice to CERES, if the institutional mission, purpose or structure of
        NOBLE would change substantially and adversely affect NOBLE‘S ability to satisfy its obligations hereunder; or
           (e) CERES will have the right to terminate this Agreement unilaterally: (i) with thirty (30) days‘ written notice to NOBLE if Dr.
        [***] ceases to be associated with NOBLE and the research activities associated with this

                                                                                                                                       Page 6 of 8

                  Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
        SCHEDULE, and NOBLE has not replaced him within one hundred twenty (120) days by a person reasonably acceptable to CERES;
        (ii) with ninety (90) days‘ written notice to NOBLE, if the institutional mission, purpose or structure of NOBLE would change
        substantially; or (iii) with one (1) years‘ written notice to NOBLE, if CERES has compelling business reasons to cease the
        collaboration.
19.   USE AND COMMERCIALIZATION RIGHTS:

      Controlled by MRA.

20.   CONFIDENTIALITY/PUBLICATION:

      Controlled by MRA.

21.   Proposed FUNDING:
Projected Budget (per year from CERES):

                                             Year 1            Year 2           Year 3           Year 4           Year 5           5 yr total
Postdoc                                       [***]            [***]            [***]             [***]            [***]          $   [***]
Research assistant #1 50%                     [***]            [***]            [***]             [***]            [***]          $   [***]
Research assistant #2 50%                     [***]            [***]            [***]             [***]            [***]          $   [***]
Research assistant #3 25%                     [***]            [***]            [***]             [***]            [***]          $   [***]
Research assistant #4 25%                     [***]            [***]            [***]             [***]            [***]          $   [***]
Research assistant #5 25%                     [***]            [***]            [***]             [***]            [***]          $   [***]
Research assistant #6 25%                     [***]            [***]            [***]             [***]            [***]          $   [***]
Location testing (land rent)                  [***]            [***]            [***]             [***]            [***]          $   [***]
Fencing                                       [***]            [***]            [***]             [***]            [***]          $   [***]
Travel                                        [***]            [***]            [***]             [***]            [***]          $   [***]
Seed                                          [***]            [***]            [***]             [***]            [***]          $   [***]
Herbicides and other chemicals                [***]            [***]            [***]             [***]            [***]          $   [***]
Fertilizer & lime                             [***]            [***]            [***]             [***]            [***]          $   [***]
Farm operations (fuel)                        [***]            [***]            [***]             [***]            [***]          $   [***]
Research supplies                             [***]            [***]            [***]             [***]            [***]          $   [***]
Soil sampling                                 [***]            [***]            [***]             [***]            [***]          $   [***]
Forage quality analysis                       [***]            [***]            [***]             [***]            [***]          $   [***]
                                            $ [***]          $ [***]          $ [***]           $ [***]          $ [***]          $   [***]
Billing Schedule: Invoices will be sent by NOBLE to CERES for actual expenses from the previous period on the 15 th of the first month of
each calendar quarter, not to exceed the total amount specified above.

                                                                                                                                 Page 7 of 8

                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
IN WITNESS THEREOF this SCHEDULE has been executed on the date hereinbefore entered.

CERES, INC.


By:   /s/ Steven R. Thomas                                                             Date 4/10/09

      Steven Thomas
      Director of BioProducts

By:   /s/ Peter Mascia                                                                 Date 4/10/07

      Peter Mascia
      Vice President of Product Development

THE SAMUEL ROBERTS NOBLE FOUNDATION, INC.


By:   /s/ Michael A. Cawley                                                            Date 10 APR 07

      Michael A. Cawley
      President

                                                                                                        Page 8 of 8
Ceres/Noble - Schedule 4 - Attachment A - RESEARCH AND DEVELOPMENT PLAN
Ceres
FTE
sum     [***]   [***]   [***]   [***]   [***]   [***]
CNF
FTE
Sum   [***]   [***]   [***]   [***]   [***]   [***]
NF
FTE
sum   [***]   [***]   [***]   [***]   [***]   [***]   2007
2
0
0
8




2
0
0
9
Project
Planning   #   Yearly
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                        Ex             #                                                                                        D
Template   Ex Start   Finish   Loc   people   %   Months   FTE   2007   2008   2009   2010   2011   J   F   M   A   M   J   J
Objectives   Determine
             agronomics
             and economics
             of switchgrass
             grown for
             bioenergy in
             the southern
             Great Plains
Product     Research that
  Concept   demonstrates
            best agronomic
            and economic
            production
            practices may
            faciltitate
            earlier
            producer
            adoption of
            switchgrass
            and stimulate a
            budding
            bioenergy
            industry
Business Plan   Conduct field
                plot and on
                cooperator
                farm trials to
                determine
                optimal soil
                fertility and
                harvest
                management
                practices for
                biomass yields
Management   2/15/07   4/1/12   CERE   Director   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X
                                  S                                                                                           X




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2/15/07   4/1/12   NF   Director   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X
                                                                                                               X
X




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                                                                                                           Page 1


Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
Ceres/Noble - Schedule 4 - Attachment A - RESEARCH AND DEVELOPMENT PLAN
Project Planning   #   Yearly
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                               Ex                         #                                                                                        D
Template                      Start   Ex Finish   Loc   people   %   Months   FTE   2007   2008   2009   2010   2011   J   F   M   A   M   J   J
Goal       Assess potential
           on-farm biomass
yields and
production
economics of
switchgrass
across southern
Oklahoma
Impact   Provides expected
         yields under two
         harvest
         management
         systems and
         breakeven price
         growers need for
         switchgrass
Action Item   Identify and visit    1/1/07   12/31/07   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
              potential sites and
              establish land
              rental agreements                                                                                                                   X
              with producers



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1/1/07   12/31/07   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Build fences to   1/1/07   12/31/07   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
              control on-site
              activities
                                                                                                                                              X
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1/1/07   12/31/07   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Sample soils   1/1/07   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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1/1/07   12/31/11   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Prepare sites for   1/1/07   12/31/07   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
              planting and
              establish
              switchgrass                                                                                                                       X
              stands



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X
1/1/07   12/31/07   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Control weeds   1/1/07   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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1/1/07   12/31/11   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Assess              1/1/07   12/31/07   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
              establishment and
              harvest 1st year
              stands                                                                                                                            X




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1/1/07   12/31/07   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Assess stand   1/1/08   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              persistence




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1/1/08   12/31/11   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]




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Action Item   Harvest biomass   1/1/08   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              production yrs
              2-5
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1/1/08   12/31/11   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
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Action Item   Replant if   1/1/08   12/31/09   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              necessary




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1/1/08   12/31/09   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]




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Action Item   Lay out field plots   1/1/08   12/31/09   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              and assign
              treatments
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1/1/08   12/31/09   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
X




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Action Item   Fertilize plots     1/1/08   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              annually with N (
              [***] lbs/acre)
              and P, K, and
              lime if soils are
              limited




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1/1/08   12/31/11   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]




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Action Item   Prepare biomass      1/1/08   12/31/09   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              subsamples for
              forage quality
              analysis years 2-3




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1/1/08   12/31/09   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
X




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Action Item   Data input,        1/1/07   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
              analysis, report
              preparation,
              presentation                                                                                                                     X
              development,
              meetings

                                                                                                                                               X




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1/1/07   12/31/11   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Follow-up    1/1/07   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
              cooperator
              relations
                                                                                                                                         X




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1/1/07   12/31/11   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Deliverable   Report on stand     1/1/08   4/1/08   NF
              establishment and
              1st year biomass
              yields
X




X




X
Deliverable   Report economics     2/1/08   4/1/08   NF
              (cost of
              production)
              regarding 1st year
              of production




                                                          X




                                                          X
Deliverable   Report on 2nd       1/1/09   4/1/09   NF
              year biomass
              yields and forage
              quality
                                                         X




                                                         X




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Deliverable   Report economics    2/1/08   4/1/09   NF
              (cost of
              production)
              regarding 1st and
              2nd year of
              production
Deliverable   Report on 3rd        1/1/10   4/1/10   NF
              year stand
              persistence,
              biomass yields,
              and forage quality
Deliverable   Report economics    2/1/08   4/1/10   NF
              (cost of
              production)
              regarding 1st-3rd
              year of
              production
Deliverable   Report on 4th     1/1/11   4/1/11   NF
              year stand
              persistence and
              biomass yields
Deliverable   Report economics    2/1/08   4/1/11   NF
              (cost of
              production)
              regarding 1st-4th
              year of
              production
Deliverable   Report on 5th     1/1/12   4/1/12   NF
              year stand
              persistence and
              biomass yields
Deliverable   Provide             1/1/12   6/1/12   NF
              comprehensive
              agronomic and
              economic report,
              including cost of
              production,
              breakeven prices
              and costs, and
              sensitivty
              analysis.
                                                                                                           Page 2


Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
Ceres/Noble - Schedule 4 - Attachment A - RESEARCH AND DEVELOPMENT PLAN
Project Planning   #   Yearly
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                          Ex                         #                                                                                        D
Template                 Start   Ex Finish   Loc   people   %   Months   FTE   2007   2008   2009   2010   2011   J   F   M   A   M   J   J
Goal       Evaluate
           switchgrass
biomass
production
responses to N
fertilization rates
and harvest
frequency/time
periods
Impact   Provides best
         management
         practices to
         maximize biomass
         yields and sustain
         productive stands
Action Item   Identify three        1/1/07   12/31/07   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
              NOBLE sites
              (highly productive,
              moderately                                                                                                                          X
              productive, and
              lowly productive)
              to establish field
              plot trials                                                                                                                         X




                                                                                                                                                  X




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1/1/07   12/31/07   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Sample soils   1/1/07   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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1/1/07   12/31/11   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Prepare sites for    1/1/07   12/31/07   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
              planting and
              establish
              switchgrass stands                                                                                                                 X




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1/1/07   12/31/07   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Control weeds   1/1/07   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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1/1/07   12/31/11   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Assess              1/1/07   12/31/07   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
              establishment and
              harvest 1st year
              stands                                                                                                                            X




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1/1/07   12/31/07   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Assess stand   1/1/08   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              persistence
X




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1/1/08   12/31/11   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]




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Action Item   Harvest biomass      1/1/08   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              production yrs 2-5




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1/1/08   12/31/11   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]




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Action Item   Replant if   1/1/08   12/31/09   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              necessary
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1/1/08   12/31/09   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
X




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Action Item   Lay out field plots   1/1/08   12/31/09   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              and assign
              treatments




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1/1/08   12/31/09   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]




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Action Item   Fertilize plots        1/1/08   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              according to
              treatment schedule
              with N ([***],
              [***], [***], [***],
              [***] and [***]
              lbs/a) for
              production years
              2-5
                                                                                                 X




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1/1/08   12/31/11   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
X




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Action Item   Prepare biomass      1/1/08   12/31/09   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              subsamples for
              forage quality
              analysis years 2-3




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1/1/08   12/31/09   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]




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Action Item   Data input,        1/1/07   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
              analysis, report
              preparation,
              presentation                                                                                                                     X
              development,
              meetings

                                                                                                                                               X




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1/1/07   12/31/11   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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                                                        X

Deliverable   Report on stand     1/1/08   4/1/08
              establishment and
              1st year biomass
              yields




                                                    X




                                                    X




                                                    X
Deliverable   Report on 2nd year   1/1/09   4/1/09
              biomass yields and
              forage quality
                                                      X




                                                      X




                                                      X




Deliverable   Report on 3rd year    1/1/10   4/1/10
              stand persistence,
              biomass yields, and
              forage quality
Deliverable   Report on 4th year   1/1/11   4/1/11
              stand persistence
              and biomass yields
Deliverable   Report on 5th year   1/1/12   4/1/12
              stand persistence
              and biomass yields
                                                                                                           Page 3


Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
Ceres/Noble - Schedule 4 - Attachment A - RESEARCH AND DEVELOPMENT PLAN
Project Planning   #   Yearly
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                          Ex                         #                                                                                        D
Template                 Start   Ex Finish   Loc   people   %   Months   FTE   2007   2008   2009   2010   2011   J   F   M   A   M   J   J
Goal       Evaluate
           switchgrass
biomass
production
responses to P
and K on three
sites with and
without N
fertilization
Impact   Addresses
         whether biomass
         production
         responds to P and
         K and quantifies
         annual biomass
         harvest effects on
         soil nutrient
         removal rates
Action Item   Identify three       1/1/07   12/31/07   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
              NOBLE sites
              (highly
              productive,                                                                                                                        X
              moderately
              productive, and
              lowly productive)
              to establish field                                                                                                                 X
              plot trials



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1/1/07   12/31/07   NF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Sample soils   1/1/07   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Prepare sites for   1/1/07   12/31/07   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
              planting and
              establish
              switchgrass                                                                                                                       X
              stands



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Action Item   Control weeds   1/1/07   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X



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Action Item   Assess              1/1/07   12/31/07   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
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              harvest 1st year
              stands                                                                                                                            X




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Action Item   Assess stand   1/1/08   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              persistence
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Action Item   Harvest biomass   1/1/08   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              production yrs
              2-5




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Action Item   Replant if   1/1/08   12/31/09   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              necessary
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Action Item   Lay out field plots   1/1/08   12/31/09   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              and assign
              treatments




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Action Item   Fertilize plots       1/1/08   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              according to
              treatment
              schedule with N (
              [***] and [***]
              lbs/acre), P( [***]
              and [***]
              lbs/acre) and K (
              [***] and [***]
              lbs/acre) in
              production years
              2-5
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Action Item   Prepare biomass      1/1/08   12/31/09   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]
              subsamples for
              nutrient
              concentration
              analysis (N, P, K,
              Ca, Mg) years 2-3




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Action Item   Data input,        1/1/07   12/31/11   CNF   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   [***]   X   X   X
              analysis, report
              preparation,
              presentation                                                                                                                     X
              development,
              meetings

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Deliverable   Report on stand     1/1/08   4/1/08
              establishment and
              1st year biomass
              yields




                                                    X




                                                    X




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Deliverable   Report on 2nd   1/1/09   4/1/09
              year biomass
              yields and
              nutrient
              concentration
              analysis
                                                  X




                                                  X




                                                  X




Deliverable   Report on 3rd     1/1/10   4/1/10
              year stand
              persistence,
              biomass yields,
              and nutrient
              concentration
              analysis
Deliverable   Report on 4th     1/1/11   4/1/11
              year stand
              persistence and
              biomass yields
Deliverable   Report on 5th     1/1/12   4/1/12
              year stand
              persistence and
              biomass yields
                                                                                                           Page 4


Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
1 Quarterly Report Format Prepared by Date Date Date
2 Concept and Goals Concept Goals
3 FTEs and Budget Projected vs. Actual People and activities Q Budget Q Actual Yr Budget Yr Actual NF Labor CNF Labor travel supplies Q Budget Q Actual Yr Budget Yr Actual NF Labor CNF Labor travel supplies
4 Action Items and Deliverables for the Period Action Item or Deliverable Expected Finish Actual Finish
5 Key Milestones or Deliverables for the Period Progress on Key Milestones and Deliverables Are we on, ahead or behind schedule
6 Technical Highlights 1 or 2 slides covering technical highlights
7 Results Several slides summarizing results (if applicable)
8 Key Milestones and Deliverables Next 4 Quarters Quarter 1 Quarter 2 Quarter 3 Quarter 4
9 Research Plan Goal Impact Tasks Milestones Deliverables Duplicate this slide as needed to cover each goal for the next period
10 Timeline Summary Time to achieve Milestone 1 2 3 4 5 6 7 8 9 10 11 12 Milestone 1 Milestone 2 Milestone 3 Etc. Assumptions and risk factors Use additional slide if necessary Use red if behind schedule until completed or otherwise resolved Should be
indicated in red as soon as the delay is identified See issue resolution if behind schedule
11 IP Filings during the period Applications in progress
12 SOPs List SOPS for all Key processes
13 Issue Resolution and Decision Making Slides These can be used to address new issues or implement corrective action or assist in decision making such as variety release, etc.
14 Issue Resolution and Decision Making Issue (e.g. milestone 3 behind schedule) Actual What is happening Expected What should be happening
15 Issue Resolution and Decision Making Issue (e.g. milestone 3 behind schedule) Possible alternative slide to address new issues Needs Wants
16 Decision Summary of decision to be made
17 Options Summary of options
18 Recommendations What do we need to do to get back on track or address new issue
19 Resources Required
20 Plan and Schedule Action Items Who When
Pages where confidential treatment has been requested are stamped ‗Confidential Treatment Requested and the Redacted Material has been
separately filed with the Commission,‘ and the confidential section has been marked as follows: [***].


                                                               SCHEDULE 5
THIS SCHEDULE is made this 15th day of July 2009;

BETWE      CERES, INC., a Delaware corporation, having its principal place of business at 1535 Rancho Conejo Blvd., Thousand Oaks, CA
EN         91320 (―CERES‖) and

           THE SAMUEL ROBERTS NOBLE FOUNDATION INCORPORATED, an Oklahoma non-profit corporation, having its principal
           place of business at 2510 Sam Noble Parkway, Ardmore, Oklahoma 73401 (―NOBLE‖);
WHEREAS, CERES and NOBLE have entered into a Master Research Agreement (―MRA‖), dated 19 May 2006, which allows for the
undertaking of RESEARCH PROJECTS pursuant to SCHEDULES, these terms being defined in the MRA; and
THEREFORE, the parties have agreed to undertake the following RESEARCH PROJECT as defined herein on the following terms and
conditions:

GENERAL
A.   Unless otherwise specified herein, the terms of the MRA shall apply to this SCHEDULE.

B.   In the event of any difference between the terms of this SCHEDULE and the MRA, then the terms of this SCHEDULE shall prevail.

RESEARCH PROJECT TITLE: Breeding and [***] Approaches to Enhance Switchgrass [***] Development
1.   BACKGROUND:

     Switchgrass ( Panicum virgatum L.) is a perennial grass with a high potential for biomass production with estimated [***] between [***]
     and [***]. It is a heteromorphic cross-pollinated species with a high degree of self-incompatibility. Switchgrass is a dedicated feedstock
     crop for bioenergy production in the USA. Development of improved switchgrass [***] can substantially [***] the acceptability of these
     [***] to the growers. [***] are of [***] in this regard.

     We have successfully concluded the first three years of CERES — NOBLE collaboration projects on breeding and [***] development.
     During this time substantial improvements have been made on germplasm characterization, [***] development and evaluation, [***],
     [***] development, [***], and [***]. The plant germplasm and [***] developed through this collaboration make an excellent foundation
     for further improvement of this dedicated cellulosic feedstock species. Thus, an extension of the current collaboration should be of great
     value to all parties.

     In last three year project period, significant progress has been toward lowland switchgrass [***] development. A number of [***] and
     [***] were produced and

CERES-NOBLE Schedule Breeding-[***]                                                                                                Page 1 of 13


                Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
     evaluated in multiple environments. Based on [***] performance, a few [***] of superior [***] and several superior [***] within [***]
     have been identified to produce new [***] for evaluation as new varieties. These new [***] varieties will be evaluated in multilocation
     [***] trials. Several [***] ([***]), that are currently being tested, have shown [***] for [***] of [***]. To [***] the [***] for [***],
     [***] breeding is being implemented. This is expected to expedite the [***] gain through [***]. In addition, further improvement in
     pipeline varieties; [***], [***], [***], [***] and [***] is in place following the conventional [***] evaluation procedure, and expected to
     further improve biomass [***] potential.

     Because of self incompatibility, polyploidy, heterozygosity and heterogeneity, [***] will be important for determining the [***] behavior
     of switchgrass [***] and chromosomes. Thousands of [***] have been developed. Comprehensive [***] were constructed with both
     [***] and [***]. The Ceres proprietary [***] was planted in field trials and is being evaluating for different morphological, biomass and
     quality [***]. At the end of 2009 we will be able to identify [***] with [***] of interest. [***] with these [***] and [***] will facilitate
     [***] approaches to efficiently exploit beneficial [***] combinations in breeding programs. Besides, [***] from the [***] will expedite
     the [***] and progeny [***] in the breeding [***].

2.   PROPOSAL OBJECTIVES:
     2.1   [***]Development

     2.2   [***] Development

     2.3   [***]
3.   WORK TO BE UNDERTAKEN:

     See RESEARCH AND DEVELOPMENT PLAN (Attachment A to this SCHEDULE).

4.   DETAILED WORKPLAN:

     The PROJECT PLAN BREEDING-[***] (Attachment A to this SCHEDULE) contains:
           •       Research and evaluation activities to be performed by each party in detail, including locations for such activities

           •       Timelines of such activities

           •       Goals, expected results and deliverables

           •       Milestones and go/no-go decision points, if applicable

           •       FTEs
5.   LOCATION OF WORK:

     NOBLE Work :

     All NOBLE laboratory and greenhouse facilities and properties at its Ardmore and Burneyville locations are available for this project.

    CERES Work:
CERES-NOBLE Schedule Breeding-[***]                                                                                                      Page 2 of 13


                   Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
     Thousand Oaks, CA
     College Station, TX
     Ceres Net Plots (location TBD)

6.   PHD LEVEL SCIENTIFIC STAFF:

     Dr. Joe Bouton (NOBLE)
     Dr. Malay Saha (NOBLE)
     Dr. Hem Bhandari (50% NOBLE and 50% CNF)

     Dr. Jeff Gwyn (CERES)
     Dr. Charlie Rodgers CERES)
     Dr. Xue Feng Ma (CERES)

7.   MAJOR CONSUMABLES/LIVESTOCK TO BE PURCHASED:

     None

8.   REPORTS:

     All reports shall be delivered to the MANAGEMENT COMMITTEE on or before the required delivery dates for the same.

     Each quarter regardless of whether there is a meeting of the MANAGEMENT COMMITTEE in that quarter, NOBLE will deliver:
            •   A report of actual spending relative to budget in a spreadsheet to accompany quarterly invoices (in a format determined by
                the MANAGEMENT COMMITTEE).

            •   A report of FTE allocations and time spent on the project based on attached planning document.
     At each meeting of the MANAGEMENT COMMITTEE (whether it be quarterly or trimesterly), NOBLE will deliver:
            •   A report on INTELLECTUAL PROPERTY generated during the period.

            •   Copies of slide presentations summarizing research progress (in a format determined by the MANAGEMENT
                COMMITTEE).

            •   A report on progress against objectives including: [***] and [***] information collected on different [***] evaluated in this
                collaboration.
     Additional information, if not specifically included in the delivered information (above), shall be delivered (or later provided, wherein
     the delivering party shall indicate the delivery method and time) as supporting information at the related quarterly or trimesterly meeting,
     if available:

     NOBLE will deliver :
            •   Breeding records

            •   Copies of field or greenhouse books and records

CERES-NOBLE Schedule Breeding-[***]                                                                                                 Page 3 of 13


                Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
              •     Copies of raw field trial data

              •     Raw [***] and plant data

              •     [***], dry tissue, and [***] from different [***] as required
      CERES will deliver :
              •     [***] information

              •     [***] locations as appropriate
9.    COMMENCEMENT/TERMINATION:

      Commencement : August 1, 2009

      Termination : July 31, 2012

10.   REPORT PREPARATION:

      Dr. Joe Bouton (NOBLE)
      Dr. Malay Saha (NOBLE)

      Dr. Charlie Rodgers (CERES)
      Dr. Xue Feng Ma (CERES)

11.   REPORT DATES:

      Reports and information : Due at quarterly or trimesterly meetings of the MANAGEMENT COMMITTEE.

12.   ASSETS:

      Not applicable

13.   INSURANCE:

      Not applicable

14.   CONTRIBUTION TO JOINT INTELLECTUAL PROPERTY:

      Controlled by MRA

15.   SPECIAL CONDITIONS:
      15.1.       VARIETY RELEASE
                  15.1.1 ―RELEASE DATE‖ means the date that CERES determines that a variety developed, tested and evaluated pursuant to the
              terms of this SCHEDULE is ready for release, wherein upon such decision, such variety will be formally released by the institutions
              of the variety‘s breeder(s), whether NOBLE, CERES or CERES and NOBLE jointly.

CERES-NOBLE Schedule Breeding-[***]                                                                                                 Page 4 of 13


                    Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
               15.1.2 For the purposes of this SCHEDULE, CERES, on advice of the breeder(s) of each variety via the MANAGEMENT
             COMMITTEE, shall establish, in its sole discretion, an appropriate RELEASE DATE for such varieties.
                15.1.3 At or about the RELEASE DATE for a variety, CERES will determine a COMMERCIAL NAME for such variety under
             which the seed of the same will be marketed and sold. ―COMMERCIAL NAME‖ means the complete, preferred name of a released
             variety under which it will be marketed and sold.
                 15.1.4 All parties agree that the development of new varieties will not always result in varieties that are commercially acceptable
             or releasable. Provided all parties execute their respective obligations under this SCHEDULE in an appropriate and reasonable
             manner, no one party shall be liable to the other for any refund or other recompense because no commercially acceptable new
             variety is produced.
16.   INTELLECTUAL PROPERTY RIGHTS:
      16.1       NOBLE Background Intellectual Property:
             •      [***], NF/GA002 (in-licensed from UGARF), [***], NF/GA992 (in-licensed from UGARF), and NF/GA993 (in-licensed
                    from UGARF).
      16.2       CERES Background Intellectual Property:
             •      [***] from switchgrass and other species

             •      [***] information

             •      Patent applications covering any of the foregoing

             •      [***]
17.   SUBCONTRACTORS AND LOCATIONS:

      Not applicable

18.   PROVISIONS FOR EARLY TERMINATION:

      This SCHEDULE does not terminate automatically upon termination of the MRA.

      This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the
      parties, or unless sooner terminated in accordance with the following provisions of this Paragraph:
                 (a) mutual, written agreement of the parties;
                 (b) failure of one party to satisfy its material obligations under this Agreement, and such party subsequently fails to cure such
             failure(s) within (i) thirty (30) days for failures to remit payment for amounts due under this

CERES-NOBLE Schedule Breeding-[***]                                                                                                     Page 5 of 13


                    Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
          Agreement and (ii) ninety (90) days for all other obligations in each case after receipt of written notice from the non-breaching
          party specifying such failure(s);
              (c) one (1) year‘s written notice of termination by either CERES or NOBLE to the other party in case either the terminating party
          or the other party ceases substantially all activities in the COLLABORATION CROPS;
             (d) NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days‘ written notice to CERES, (i) if
          CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable
          proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in
          case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES‘ assets, stock or
          business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or
          otherwise)); (iii) CERES fails in a substantial manner to implement and continue the activities set forth in EXHIBIT F (or other
          similar activities in furtherance of commercial exploitation of the COLLABORATION CROPS), and does not remedy such failure
          or offer a remediation plan which is reasonably acceptable to NOBLE within ninety (90) days after receipt of a written notice from
          NOBLE specifying such failure; or (iv) with one hundred twenty (120) days‘ written notice to CERES, if the institutional mission,
          purpose or structure of NOBLE would change substantially and adversely affect NOBLE‘S ability to satisfy its obligations
          hereunder; or
             (e) CERES will have the right to terminate this Agreement unilaterally: (i) with thirty (30) days‘ written notice to NOBLE if Dr.
          [***] ceases to be associated with NOBLE and the research activities associated with this SCHEDULE, and NOBLE has not
          replaced him within one hundred twenty (120) days by a person reasonably acceptable to CERES; (ii) with ninety (90) days‘ written
          notice to NOBLE, if the institutional mission, purpose or structure of NOBLE would change substantially; or (iii) with one
          (1) years‘ written notice to NOBLE, if CERES has compelling business reasons to cease the collaboration.
19.   USE AND COMMERCIALIZATION RIGHTS:

      Controlled by MRA

20.   CONFIDENTIALITY/PUBLICATION:

      Controlled by MRA

CERES-NOBLE Schedule Breeding-[***]                                                                                                Page 6 of 13


                Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
21. FUNDING APPROVED:
Projected Budget (per year from CERES):

Personnel                                                             Year 1               Year 2               Year 3             Sub-totals

Existing
1. Res. Scientist-1 (50%) + Fringe Benefits                         $ [***]              $ [***]              $ [***]              $ [***]
2. Res. Associate + Fringe Benefits                                 $ [***]              $ [***]              $ [***]              $ [***]
3. Res. Assistant -1 + Fringe Benefits                              $ [***]              $ [***]              $ [***]              $ [***]


Addition of New Goals
4. Res. Assistant -3 + Fringe Benefits                              $ [***]              $ [***]              $ [***]              $ [***]


Sub-total (Salary + Benefits)                                       $ [***]              $ [***]              $ [***]              $ [***]


Travel                                                              $ [***]              $ [***]              $ [***]              $ [***]
Supplies                                                            $ [***]              $ [***]              $ [***]              $ [***]


Total Direct Costs                                                  $ [***]              $ [***]              $ [***]              $ [***]


Indirect ( 50% of Direct)                                           $ [***]              $ [***]              $ [***]              $ [***]


Total                                                               $ [***]              $ [***]              $ [***]              $ [***]


Budget justification:
Salaries:
Personnel listed in items #1-3 (Existing) were funded in two earlier schedules (Schedules 2 and 3, which expired by their respective terms) with
#1 being [***], #2 being the technician in [***] project, and #3 being the tech assisting with the field data collection. Additional personnel
support (item #4) is requested for one full-time Research Assistant for 3 years. The Research Assistant (#4) will work in breeding and [***]
projects to provide additional hands for the field evaluations. Fringe benefits are calculated at [***]% to include FICA, health insurance and
thrift. Five percent fixed salary increases are requested for each successive year.
Travel:
Travel funds are requested to allow the main scientific personnel to attend one scientific conference within North America each year.
Supplies:
$[***] per year is requested for general chemicals. This amount is also exactly the sum of the supply budgets for the existing schedules and
represents no increase in this budget line. Supplies for field, greenhouse and growth chamber studies will also be procured from this fund.

CERES-NOBLE Schedule Breeding-[***]                                                                                                Page 7 of 13


                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
Billing Schedule: Invoices will be sent by NOBLE to CERES for actual expenses from the previous period on the 15 th of the first month of
each calendar quarter, not to exceed the amounts specified above.

CERES-NOBLE Schedule Breeding-[***]                                                                                            Page 8 of 13


                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
IN WITNESS THEREOF this SCHEDULE has been executed on the date hereinbefore entered.

CERES, INC.

       /s/ Anna Rath                                                          9/18/09
By:    Anna Rath                                                              Date
       Vice President of Commercial Development

       /s/ Richard Flavell                                                    Sept. 17, 2009
By:    Richard Flavell, CBE, FRS                                              Date
       Chief Scientific Officer

THE SAMUEL ROBERTS NOBLE FOUNDATION, INC.

       /s/ Michael A. Cawley                                                  10.02.09
By:    Michael A. Cawley                                                      Date
       President

CERES-NOBLE Schedule Breeding-[***]                                                                                       Page 9 of 13


               Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
                                                                 Attachment A
                          RESEARCH AND DEVELOPMENT PLAN & PROJECT PLAN BREEDING-[***]
                                    CERES-NOBLE SCHEDULE 5 (BREEDING-[***]; 20[***]-20[***])
 OBJECTIVE: Develop commercial switchgrass [***] for use in bioenergy and forage cropping systems via conventional breeding and [***].
Goal 1: [***] Development
   A.    Development and testing of new [***] based on [***] from the current nurseries (Timeline: June 20[***]-May 20[***])
        a.    [***] of superior [***]

        b.    [***] superior individuals from within the superior [***]

        c.    [***] to produce [***] seed of two [***]: one based on [***] (from ―[***]‖) and one based on within [***] (from ―[***]‖)

        d.    Multi-location testing of these new [***]
   B.    Begin the Cycle [***] process based on [***] breeding with [***] as outlined in the ―Noble Foundation Switchgrass [***]‖ scheme
         shown in attached figure 1 (Timeline: June 20[***]-May 20[***]).
        a.    [***] the individuals within [***] from current nurseries ([***] from each [***] at each location)

        b.    [***] and use [***] to [***] among the progenies

        c.    Plant [***] progenies for field evaluation
   C.    In collaboration with [***], several elite [***] are being advanced by testing at multiple locations as shown in attached figure 2
         (June 20[***]-May 20[***])
        a.    For [***], Noble will conduct years [***], [***], and [***] of the outline.

        b.    For [***], Noble will conduct years [***], [***], and [***] of the outline

        c.    For [***] and [***], Ceres will plant them in 20[***] and conduct years [***], [***] and [***] of the outline.
Goal 2: [***] :
  A. Development and testing of [***] based on [***] from the current nurseries (Timeline: June 20[***]-May 20[***])
        a.    [***] of superior [***]

        b.    Set up a field [***] of [***] (from ―[***]‖) to produce [***] seed

        c.    Multi-location testing of new [***]

CERES-NOBLE Schedule Breeding-[***]                                                                                                 Page 10 of 13


                  Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
  B. Begin the Cycle [***] process based on [***] breeding with [***] as outlined in the ―Noble Foundation Switchgrass [***]‖ scheme
  shown in attached figure 1 (Timeline: June 20[***]-May 20[***]).
        a.      [***] the individuals within [***] from current nurseries

        b.      Construct [***] for [***] breeding [***]

        c.      [***] and develop [***] and [***]

        d.      Use [***] to [***] among the [***] in [***]

        e.      Produce [***] between [***] and [***]
Goal 3: [***]
  A.    Identify [***] with [***] of interest

        [***] data collected on the Ceres proprietary [***] will be analyzed with the [***] data to [***] and [***]. Significant [***] with
        positive and negative effect on the [***] will be determined and important [***] will be identified for [***]. (Timeline: June 20[***]
        — April 20[***]).

  B.    Application of [***] in a confirmation [***]

        [***] will be screened in a breeding [***]. A [***] of plants with and without [***] for the [***] (expected [***]: [***], seed [***],
        [***] date, [***], plant [***]) will be identified. [***] will be compared with the original [***]. (Timeline: Sept. 20[***] —
        April 20[***]).

  C.    Field evaluation of the confirmation [***]

        [***] plants with and without [***] and randomly [***] plants from original [***] will be evaluated in field experiments. [***] data
        will be collected on the [***] for which [***] were made. (Timeline: April 20[***] — Feb. 20[***]).

  D.    Assess [***] efficiency

        Gain/loss from [***] will be evaluated. [***] with significant gain will be [***] for future use in [***]. (Timeline: January 20[***]
        — May 20[***]).
Note: Division of Labor for [***] Analysis
  A.    Noble will [***] all plants and provide leaf samples for plants to be [***] to Ceres.

  B.    In the first phase, Ceres will [***] all samples supplied by Noble using our existing set of [***] (approximately [***]). Ceres will
        deliver [***] information for each [***] and [***] locations where appropriate to Noble. We expect this phase to be complete by
        January 20[***]. Currently, the minimum number of [***] needed to accomplish our objectives is not known. Ceres will continue to
        develop new [***] and to identify new and more economical [***] technologies. In the next phases of this project (i.e. for

CERES-NOBLE Schedule Breeding-[***]                                                                                               Page 11 of 13


                  Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
            samples collected in the 20[***] growing season and beyond), we expect additional [***] to be available and applied as warranted.

   C.       Both Noble and Ceres will have access to all [***] and [***] information and will work collaboratively to interpret the [***] and
            [***] breeding [***], [***] will proceed once a validated set of [***] for the [***] samples has been received by Ceres.
Figure 1.

                                                                       [***]


CERES-NOBLE Schedule Breeding-[***]                                                                                                 Page 12 of 13


                    Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
Figure 2. [***] Project




CERES-NOBLE Schedule Breeding-[***]                                                                                        Page 13 of 13


                Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
Pages where confidential treatment has been requested are stamped ‗Confidential Treatment Requested and the Redacted Material has been
separately filed with the Commission,‘ and the confidential section has been marked as follows: [***].


                                                              SCHEDULE 6

THIS SCHEDULE is made this 1 st day of November 2009;

BETWE      CERES, INC., a Delaware corporation, having its principal place of business at 1535 Rancho Conejo Blvd., Thousand Oaks, CA
EN         91320 (―CERES‖) and

           THE SAMUEL ROBERTS NOBLE FOUNDATION INCORPORATED, an Oklahoma non-profit corporation, having its principal
           place of business at 2510 Sam Noble Parkway, Ardmore, Oklahoma 73401 (―NOBLE‖);
WHEREAS, CERES and NOBLE have entered into a Master Research Agreement (―MRA‖), dated 19 May 2006, which allows for the
undertaking of RESEARCH PROJECTS pursuant to SCHEDULES, these terms being defined in the MRA; and
THEREFORE, the parties have agreed to undertake the following RESEARCH PROJECT as defined herein on the following terms and
conditions:
GENERAL
A.   Unless otherwise specified herein, the terms of the MRA shall apply to this SCHEDULE.

B.   In the event of any difference between the terms of this SCHEDULE and the MRA, then the terms of this SCHEDULE shall prevail.

RESEARCH PROJECT TITLE: Best Management Practices for Switchgrass Stand Establishment in a Biomass Cropping System
1.   BACKGROUND:

     Switchgrass ( Panicum virgatum L.) is a target species for use as a biomass crop in bioenergy production. The primary management
     problem in a switchgrass cropping system is achieving good germination and controlling weeds as the [***] become established in the
     first growing season. In Schedule 1 of the MRA, studies were undertaken to determine [***] and placement and to identify pre-plant and
     post-emergent herbicides that would be effective in controlling common weeds without excessive damage on switchgrass. In addition, an
     intercropping study was undertaken to determine whether nitrogen-fixing legumes could be co-cultivated with switchgrass to reduce
     input requirements in an established stand. In Schedule 6 of the MRA, we extend these studies taking what was learned and trialing more
     focused methods across a broader range of environments.

2.   PROPOSAL OBJECTIVES:
     2.1   To identify legume species that can be intercropped with switchgrass to improve sustainability of switchgrass biofuel production

     2.2   To determine best management practices for establishing switchgrass into perennial grass (CRP-like) pastures

CERES-NOBLE Schedule BMP for switchgrass

                                                                                                                                 Page 1 of 10

                Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
     2.3    To determine [***] of [***] per [***] needed to [***] and document justification for replanting poor stands, using the BMP
            guidelines (learned in Schedule 1) to control weeds (FirstRate PRE fb Atrazine+Paramount+Prowl 2-leaf)

     2.4    To validate herbicide recommendations developed in Schedule 1 across multiple environments
3.   WORK TO BE UNDERTAKEN:

     See RESEARCH AND DEVELOPMENT PLAN (Attachment A to this SCHEDULE).

4.   DETAILED WORKPLAN:

     The RESEARCH AND DEVELOPMENT PLAN contains:
       •      Research and evaluation activities to be performed by each party in detail, including locations for such activities

       •      Timelines of such activities

       •      Goals, expected results and deliverables

       •      Milestones and go/no-go decision points, if applicable

       •      FTEs
5.   LOCATION OF WORK:

     NOBLE Work :

     All NOBLE laboratory and greenhouse facilities and properties at its Ardmore, Dupy and Red River locations are available for this
     project.

     CERES Work:

     The RESEARCH AND DEVELOPMENT PLAN does not call for any of the research activities to be carried out in Ceres facilities.

6.   PHD LEVEL AND SENIOR SCIENTIFIC STAFF:

     Dr. Twain Butler (NOBLE)
     Dr. Joe Bouton (NOBLE)
     Post Doc TBD (CNF, wherein ―CNF‖ indicates a CERES-funded, NOBLE employee)

     Dr. Jeff Gwyn (CERES)
     Dr. Cory Christensen (CERES)
     Bud Wylie (CERES)

7.   MAJOR CONSUMABLES/LIVESTOCK TO BE PURCHASED:

     None

8.   REPORTS:

     All reports shall be delivered to the MANAGEMENT COMMITTEE on or before the required delivery dates for the same.

CERES-NOBLE Schedule BMP for switchgrass

                                                                                                                                    Page 2 of 10

                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
      Each quarter regardless of whether there is a meeting of the MANAGEMENT COMMITTEE in that quarter, NOBLE will deliver:
          •      A report of actual spending relative to budget in a spreadsheet to accompany quarterly invoices (in a format determined by the
                 MANAGEMENT COMMITTEE).

          •      A report of FTE allocations and time spent on the project based on attached planning document.
        At each meeting of the MANAGEMENT COMMITTEE (whether it be quarterly or trimesterly), NOBLE will deliver:
          •      A report on INTELLECTUAL PROPERTY generated during the period.

          •      Copies of slide presentations summarizing research progress (in a format determined by the MANAGEMENT COMMITTEE).

          •      A report on progress against objectives..
        Additional information, if not specifically included in the delivered information (above), shall be delivered (or later provided, wherein
        the delivering party shall indicate the delivery method and time) as supporting information at the related quarterly or trimesterly meeting,
        if available:

        NOBLE will deliver :
          •      Copies of raw field trial data upon request by Ceres.
9.      COMMENCEMENT/TERMINATION:

        Commencement : November 1, 2009

        Termination : October 31, 2012

10.     REPORT PREPARATION:

        Dr. Twain Butler (NOBLE)

        Bud Wylie (CERES)

11.     REPORT DATES:

        Reports and information : Due at quarterly or trimesterly meetings of the MANAGEMENT COMMITTEE.

12.     ASSETS:

        Not applicable

13.     INSURANCE:

        Not applicable

14.     CONTRIBUTION TO JOINT INTELLECTUAL PROPERTY:

        Controlled by MRA

CERES-NOBLE Schedule BMP for switchgrass

                                                                                                                                       Page 3 of 10
15.   SPECIAL CONDITIONS:

      None

16.   INTELLECTUAL PROPERTY RIGHTS:
      16.1       NOBLE Background Intellectual Property:
             •      [***], NF/GA002 (in-licensed from UGARF), [***], NF/GA992 (in-licensed from UGARF), and NF/GA993 (in-licensed
                    from UGARF).

             •      Management practices and protocols for forage cropping systems.
      16.2       CERES Background Intellectual Property:
             •      None
17.   SUBCONTRACTORS AND LOCATIONS:

      Not applicable

18.   PROVISIONS FOR EARLY TERMINATION:

      This SCHEDULE does not terminate automatically upon termination of the MRA.

      This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the
      parties, or unless sooner terminated in accordance with the following provisions of this Paragraph:

         (a) mutual, written agreement of the parties;

          (b) failure of one party to satisfy its material obligations under this Agreement, and such party subsequently fails to cure such
      failure(s) within (i) thirty (30) days for failures to remit payment for amounts due under this Agreement and (ii) ninety (90) days for all
      other obligations in each case after receipt of written notice from the non-breaching party specifying such failure(s);

         (c) one (1) year‘s written notice of termination by either CERES or NOBLE to the other party in case either the terminating party or
      the other party ceases substantially all activities in the COLLABORATION CROPS;

          (d) NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days‘ written notice to CERES, (i) if CERES
      seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any
      such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (ii) in case of dissolution or
      winding up of CERES (excluding any situation where all or substantially all of CERES‘ assets, stock or business to which this
      Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); (iii) CERES fails
      in a substantial manner to implement and continue the activities set forth in EXHIBIT F (or other similar activities in furtherance of
      commercial exploitation of the COLLABORATION CROPS),

CERES-NOBLE Schedule BMP for switchgrass

                                                                                                                                      Page 4 of 10

                    Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
        and does not remedy such failure or offer a remediation plan which is reasonably acceptable to NOBLE within ninety (90) days after
        receipt of a written notice from NOBLE specifying such failure; or (iv) with one hundred twenty (120) days‘ written notice to CERES, if
        the institutional mission, purpose or structure of NOBLE would change substantially and adversely affect NOBLE‘S ability to satisfy its
        obligations hereunder; or

           (e) CERES will have the right to terminate this Agreement unilaterally: (i) with thirty (30) days‘ written notice to NOBLE if Dr. [***]
        ceases to be associated with NOBLE and the research activities associated with this SCHEDULE, and NOBLE has not replaced him
        within one hundred twenty (120) days by a person reasonably acceptable to CERES; (ii) with ninety (90) days‘ written notice to
        NOBLE, if the institutional mission, purpose or structure of NOBLE would change substantially; or (iii) with one (1) years‘ written
        notice to NOBLE, if CERES has compelling business reasons to cease the collaboration.
19.     USE AND COMMERCIALIZATION RIGHTS:

        Controlled by MRA

20.     CONFIDENTIALITY/PUBLICATION:

        Controlled by MRA

21.     FUNDING APPROVED:

        Projected Budget (per year from CERES):

                                                                                   Year 1            Year 2            Year 3
                                                                                   Salaries          Salaries          Salaries
                                                                                     incl.             incl.             incl.
Personnel                                                                           fringe            fringe            fringe         Subtotals

Post doc + Fringe Benefits                                                     $      [***]      $      [***]      $      [***]       $     [***]
Travel/meals                                                                   $      [***]      $      [***]      $      [***]       $     [***]
Supplies (herbicide/[***])                                                     $      [***]      $      [***]                         $     [***]
Total Direct Costs                                                             $      [***]      $      [***]      $      [***]       $     [***]
Indirect (50% of Direct)                                                       $      [***]      $      [***]      $      [***]       $     [***]
                                                                                                                                          TOTAL
Total                                                                          $      [***]      $      [***]      $      [***]       $     [***]


Budget justification:
Salaries:
[To be added]. Fringe benefits are calculated at [***]% to include FICA, health insurance and thrift. Five percent fixed salary increases are
requested for each successive year.

CERES-NOBLE Schedule BMP for switchgrass

                                                                                                                                     Page 5 of 10

                   Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
Travel:
Travel funds are requested to allow the main scientific personnel to attend one scientific conference within North America each year.
Supplies:
[To be added]. per year is requested for [to be added].
Core Facilities:
[To be added].
Billing Schedule: Invoices will be sent by NOBLE to CERES for actual expenses from the previous period on the 15 th of the first month of
each calendar quarter, not to exceed the amounts specified above.
IN WITNESS THEREOF this SCHEDULE has been executed on the date hereinbefore entered.

CERES, INC.


              /s/ Anna Rath                                                                                   11/19/09
By:           Anna Rath                                                                                       Date
              Vice President of Commercial Development

              /s/ Michael Stephenson                                                                          11/20/09
By:           Michael Stephenson                                                                              Date
              Vice President of Operations

THE SAMUEL ROBERTS NOBLE FOUNDATION, INC.

              /s/ Michael A. Cawley                                                                           12/10/09
By:           Michael A. Cawley                                                                               Date
              President

CERES-NOBLE Schedule BMP for switchgrass

                                                                                                                                   Page 6 of 10
                                                                  ATTACHMENT A

                                                    RESEARCH AND DEVELOPMENT PLAN
Objective 1: To identify legume species that can be intercropped with switchgrass to improve sustainability of switchgrass biofuel production
([***])
  Justification : In order for a switchgrass biofuel system to be sustainable, it must be economical, high [***], and have low inputs. One of
  the biggest components to maximizing [***] is [***]. Incorporating legumes that fix [***] into switchgrass systems can greatly [***] and
  potentially improve economics.
  Expected outcome : Identify appropriate legumes across multiple environments that are compatible with switchgrass for biofuel production.
  Experimental design : RCBD, [***] replications:
   1.    Locations: [***]; TBD.

   2.    Treatments: crimson clover, arrowleaf clover, hairy vetch, annual medic, and sweetclover (added for alkaline soils) in lowland
         switchgrass compared to [***], [***], [***], [***] lb N/A.

   3.    Timeline:
             a.     Year 1: 20[***] [***]: Monitor [***] from legumes planted in 20[***] and 20[***] plantings at [***].

             b.     20[***] ([***]) establish new trial of winter legumes into fully established SG stands at [***] new locations.

             c.     Year 2: 20[***] ([***]) Harvest 20[***] planting; re-establish same winter legumes as well as monitor [***] from previous
                    planting: Harvest legumes in [***] to estimate [***].

             d.     Year 3: 20[***] ([***]) Harvest SG to estimate contribution from legumes.
Objective 2: To determine best management practices for establishing switchgrass into perennial grass (CRP-like) pastures
  Justification : Establishment into non-cropland has proven to be most difficult possibly due to weed competition and potentially diseases
  where excessive residue occurs.
  Expected Outcome : Document BMP for establishing switchgrass into permanent native grass pasture (OK).
  Experimental Design : split-plot RCBD:
  Experiment I : ([***] preparation: no-tilled native range — OK): GA to duplicate in [***]:
        1.        Location: [***]

        2.        Treatments ([***]): 3 timing application of [***] in: i) [***]-[***], [***], and [***] prior to planting ([***] + [***] + [***]); ii)
                  [***] and [***], [***] prior to planting ([***] + [***]); iii) [***] and [***], [***] prior to planting (w/ [***] application
                  occurring [***] weeks after [***] application) ([***]+[***]); iv) tillage (roto-tiller).

        3.        Plots size [***] x [***]

CERES-NOBLE Schedule BMP for switchgrass

                                                                                                                                          Page 7 of 10

                    Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
          4.     Timeline:
                    a.     Year 1: [***] 20[***] apply [***].

                    b.     Year 2: 20[***] [***] and plant SG: [***] 20[***] [***].

                    c.     Year 3: 20[***] [***] and [***] plant [***] year of trial.
      Experiment II : [***] X sod destruction in no-tilled [***].
          1.     Location(s): [***]

          2.     Treatments: Main plot: [***] ([***] or [***]). Subplot: sod destruction (Mow, burn, tillage)

          3.     Plot Size:[***] x [***]

          4.     Timeline:
                    a.     Year 1: 20[***] [***] plant [***] x sod destruction trial

                    b.     Year 2: 20[***] [***] plant [***] x sod destruction trial

                    c.     Year 3: 20[***] TBD, trials if needed.
      Experiment III : [***] X [***] — no-tilled into mowed [***] ([***] and mowed):
          1.     Location(s): [***]; [***]

          2.     Treatments: Main plot +/- [***]([***]/[***]/[***]/or [***], TBD): Subplot: [***] applied at [***] stage (none, [***] and/or
                 [***], TBD).

          3.     Plots size: [***] x [***]; subplot [***] x [***]

          4.     Timeline:
                    a.     Year 1: 20[***] [***] plant [***] x [***] trial.

                    b.     Year 2: 20[***] [***] plant [***] x [***] trial.

                    c.     Year 3: 20[***] TBD, trials if needed.
Objective 3: To determine [***] of [***] per [***] needed to [***] and document justification for [***] stands, using the BMP guidelines
(learned in Schedule 1) to control weeds (FirstRate PRE fb Atrazine+Paramount+Prowl 2-leaf).
  Justification : Better [***] are needed to determine if [***] stands (very [***]) will result in [***].
  Expected Outcome : Determine [***] at which switchgrass can be [***] while maintaining [***].
  Experimental Design : [***], [***] replications:
     1.        Location(s): [***] soil; [***] sand

     2.        Treatments: Evaluate [***] of approximately [***] ([***]/[***]), [***] ([***]/[***]), [***] ([***]/[***]), [***] ([***]/[***]),
               [***] ([***]/[***]) on [***]-[***], which is similar to [***] of [***], [***], [***], [***], and [***]; Assuming [***]% [***] of
               [***] and [***] per [***] of switchgrass [***].

     3.        Timeline:
                    a.     Year 1: 20[***] ([***]) plant SG and evaluate plant [***]; Harvest in [***].

CERES-NOBLE Schedule BMP for switchgrass

                                                                                                                                     Page 8 of 10
Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
                b.     Year 2: 20[***] ([***]) plant SG and evaluate plant [***]; Harvest in [***].

                c.     Year 3: 20[***] ([***]) Harvest SG [***] from previous years plantings.
Objective 4: To validate herbicide recommendations developed in Schedule 1 across multiple environments
  Justification : Weed control is still the [***] factor for successful establishment and herbicide efficacy depends on soil [***], soil [***],
  and rainfall.
  Expected Outcome : Document which herbicide should be used on a given soil type, environment, and weed spectrum present.
  Experimental Design : Lowland switchgrass, RCBD, [***] plot design; [***] replications;
  1.    Locations: [***]-sand; [***]-clay; [***]-loam; [***]-sand

  2.    Herbicide Treatments (BMP atrazine applied [***]-leaf and [***], [***] amine applied at [***]-leaf to control [***] broadleaf
        weeds).

  3.    Target Weeds (to be [***]-planted with SG): crabgrass, broadleaf signalgrass, and Johnsongrass

  4.    Main Plot: FirstRate applied pre-emergence ([***] oz sandy soils or [***] oz loam soils) or No pre-emergent herbicide
           a.    Subplots (No PRE herbicide):
                i.      [***]-leaf stage ([***] DAE): [***] oz Paramount + MSO, [***] oz Option, [***] pt Prowl; [***] oz
                        Paramount+[***] oz Option; [***] oz Paramount+[***] oz Option+[***] pt Prowl

                ii.     [***]-leaf stage ([***] DAE): [***] oz Paramount, [***] oz Option, [***] oz Paramount + [***] oz Option + [***] pt
                        Prowl [***] oz Accent; [***] oz Accent + [***] oz Paramount + [***] pt Prowl

                iii.    [***]-leaf stage ([***] DAE): [***] oz Accent; [***] Accent + [***] oz Paramount + [***] pt Prowl; [***] pt
                        MSMA; [***]. No herbicide
           b.    Subplots (FirstRate PRE):
                i.      [***]-leaf stage ([***] DAE): [***] oz Paramount + MSO, [***] oz Option, [***] pt Prowl; [***] oz
                        Paramount+[***] oz Option; [***] oz Paramount+[***] oz Option+[***] pt Prowl

                ii.     [***]-leaf stage ([***]DAE): [***] oz Paramount, [***] oz Option, [***] oz Paramount + [***] oz Option + [***] pt
                        Prowl [***] oz Accent; [***] [***] oz Accent + [***] oz Paramount + [***] pt Prowl

                iii.    [***]-leaf stage ([***] DAE): [***] oz Accent; [***] Accent + [***] oz Paramount + [***] pt Prowl; [***] pt
                        MSMA; [***]. No herbicide
  5.    Plot size: [***] x [***]; spay [***] to planting ([***]‘ [***]-SG, [***]‘ [***]-SG, [***]‘[***]-SG, [***]‘SG-only).

  6.    Timeline:
           a.    Year 1: 20[***] ([***]) plant SG and evaluate herbicides.

CERES-NOBLE Schedule BMP for switchgrass

                                                                                                                                      Page 9 of 10

                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
         b.   Year 2: 20[***] ([***]) plant SG and evaluate herbicides.

         c.   Year 3: 20[***] TBD if needed.

CERES-NOBLE Schedule BMP for switchgrass

                                                                                                                         Page 10 of 10

              Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
                                                                                                                            Exhibit 10.17
Pages where confidential treatment has been requested are stamped ‗Confidential Treatment Requested and the Redacted Material has been
separately filed with the Commission,‘ and the confidential section has been marked as follows: [***].


                                   EVALUATION, PRODUCTION AND LICENSE AGREEMENT
Table of contents


1. DEFINITIONS                                                                           3
2. EVALUATION, ASSESSMENT AND DEVELOPMENT                                                5
3. EVALUATION EXPENSES                                                                   6
4. VARIETY OPTIONS                                                                       7
5. LICENSE                                                                               8
6. INTELLECTUAL PROPERTY RIGHTS                                                          9
7. LICENSED VARIETY CONSIDERATION                                                       10
8. DENOMINATIONS, VARIETY NAMES, TRADE MARKS AND BRAND INTEGRITY                        13
9. PRODUCTION ACTIVITIES BY NOBLE                                                       13
10. QUALITY AND PERFORMANCE REGULATIONS                                                 14
11. DILIGENCE                                                                           15
12. BOOKS, RECORDS AND RIGHT OF AUDIT                                                   15
13. ABATEMENT OF INFRINGEMENT                                                           16
14. TERM AND TERMINATION                                                                17
15. MANAGEMENT COMMITTEE                                                                19
16. CONFIDENTIALITY AND PUBLICATIONS                                                    19
17. PAYMENTS (GENERALLY)                                                                20
18. NOTICES                                                                             20
19. WARRANTIES                                                                          21
20. DISCLAIMERS                                                                         21
21. INDEMNIFICATION                                                                     22
22. PUBLICITY AND USE OF NAMES                                                          22
23. DISPUTE RESOLUTION AND APPLICABLE LAW                                               23
24. GENERAL                                                                             25
EXHIBIT A — LICENSED VARIETY                                                            28
EXHIBIT B — EVALUATION PLAN                                                             29
EXHIBIT C — NON-BINDING MARKETING PLAN FOR NF/GA993                                     31
EXHIBIT C — NON-BINDING MARKETING PLAN FOR NF/GA993                                     31
EXHIBIT D — (MODEL) SUBCONTRACTOR EVALUATION AGREEMENT                                  35
EXHIBIT E — COPIES OF UGARF-NOBLE LICENSE AGREEMENTS FOR THE LICENSED VARIETY           37


CERES-NOBLE EVA, PROD & LIC Agreement                                           Page 1 of 41
                                     EVALUATION, PRODUCTION AND LICENSE AGREEMENT
  THIS AGREEMENT is made this 19th day of May, 2006 (―Effective Date‖), by and between THE SAMUEL ROBERTS NOBLE
FOUNDATION, INC. (―NOBLE‖), an Oklahoma nonprofit corporation, and CERES, INC., a Delaware corporation (―CERES‖).
   WHEREAS, NOBLE and the University of Georgia Research Foundation (―UGARF‖) entered into a MATERIAL TRANSFER, TESTING,
and PARENTAL CROSSING AGREEMENT, dated 1 May 2004, that permits NOBLE to use, breed and improve certain germplasm
developed at the University of Georgia, including NF/GA991, NF/GA992, NF/GA993, NF/GA001 and NF/GA002, and grants NOBLE an
option to license the same;
   WHEREAS, NOBLE and UGARF entered into a TESTING AND EVALUATION AGREEMENT, dated 15 May 2006 (―UGARF
TESTING AGREEMENT‖), that grants NOBLE an exclusive license to test and evaluate NF/GA991, NF/GA992, NF/GA001 and NF/GA002
with an exclusive option to obtain an exclusive, world-wide license, with the right to sublicense, to produce, use, sell and commercially exploit
the same;
  WHEREAS, NOBLE and UGARF entered into a VARIETY LICENSE AGREEMENT, dated 15 May 2006 (―UGARF NF/GA993
LICENSE‖), that grants NOBLE an exclusive, world-wide license, with the right to sublicense, to produce, use, sell and commercially exploit
NF/GA993 seed;
   WHEREAS, CERES and NOBLE entered into a MASTER RESEARCH AGREEMENT, concurrently with this Agreement (―MRA‖), that
contemplates a long-term research relationship by and between the parties for the enhancement and improvement of SWITCHGRASS for a
biomass crop;
  WHEREAS, NOBLE has the personnel, expertise and ability to develop and to breed new varieties of SWITCHGRASS for at least the
United States and wishes for such varieties to be commercialized;
   WHEREAS, CERES wishes to commercialize SWITCHGRASS varieties;
    WHEREAS, CERES has committed to develop the capability to assume production of and to commercialize SWITCHGRASS and wishes
to receive an exclusive option for an exclusive, world-wide license to produce, use, sell and commercially exploit SWITCHGRASS developed
under this Agreement;
  WHEREAS, CERES and NOBLE recognize that the rights intended to be granted hereunder can be a strong incentive for CERES to risk
money and other resources needed to produce, use, sell and commercially exploit SWITCHGRASS for wide public enjoyment;
  WHEREAS, NOBLE wishes to grant such option, and when exercised, such license(s), to CERES to enable commercialization of
SWITCHGRASS developed under this Agreement for broad public dissemination;


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                               Page 2 of 41
   NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein and of other good and
valuable consideration, the parties have agreed and do hereby agree as follows:
1. DEFINITIONS.
  1.1 ―SWITCHGRASS‖ shall mean the species Panicum virgatum.
   1.2 ―NF/GA001‖ means the SWITCHGRASS variety GA001 developed by the University of Georgia and named as such by the University
of Georgia and/or UGARF.
   1.3 ―NF/GA002‖ means the SWITCHGRASS variety GA002 developed by the University of Georgia and named as such by the University
of Georgia and/or UGARF.
   1.4 ―NF/GA991‖ means the SWITCHGRASS variety GA991 developed by the University of Georgia and named as such by the University
of Georgia and/or UGARF.
   1.5 ―NF/GA992‖ means the SWITCHGRASS variety GA992 developed by the University of Georgia and named as such by the University
of Georgia and/or UGARF.
   1.6 ―NF/GA993‖ means the SWITCHGRASS variety GA993 developed by the University of Georgia and named as such by the University
of Georgia and/or UGARF.
  1.7 ―RELEASE DATE‖ means the date that the MANAGEMENT COMMITTEE (Paragraph 15) determines that NF/GA001, NF/GA002,
NF/GA991, NF/GA992 or NF/GA993 is ready for release, wherein upon such decision, such variety will be formally released jointly by
NOBLE and UGARF.
  1.8 ―LICENSED VARIETY‖ means one or more of the optioned SWITCHGRASS varieties from the group of NF/GA001, NF/GA002,
NF/GA991, NF/GA992 and NF/GA993, licensed by CERES pursuant to the terms of this Agreement (i.e., subject to Article II of this
Agreement) and added by an amendment to EXHIBIT A to this Agreement.
  1.9 ―LICENSE COMMENCEMENT DATE‖ means the respective date on which each variety from the group of NF/GA001, NF/GA002,
NF/GA991, NF/GA992 and NF/GA993 is licensed by CERES pursuant to the terms of this Agreement (i.e., subject to Article II of this
Agreement) and added by an amendment to EXHIBIT A to this Agreement.
  1.10 ―LICENSED TERRITORY‖ means the United States of America and all other countries of the world.
  1.11 ―LICENSED PRODUCTION TERRITORY‖ means the United States of America and all other countries of the world.
   1.12 ―BREEDER SEED‖ means seed of a LICENSED VARIETY that (a) is identified by NOBLE as being of a suitable standard of
physical and genetic purity to produce FOUNDATION SEED and (b) resulted from the final breeding of the LICENSED VARIETY.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                    Page 3 of 41
   1.13 ―FOUNDATION SEED‖ means seed produced from plants grown directly from BREEDER SEED, cultivated according to
certification regulations and that meets the specifications of the official seed certifying agency of the jurisdiction in which said seed is/was
produced.
   1.14 ―REGISTERED SEED‖ means seed produced from plants grown directly from FOUNDATION SEED, cultivated according to
certification regulations and that meets the specifications of the official seed certifying agency of the jurisdiction in which the seed is/was
produced.
   1.15 ―CERTIFIED SEED‖ means seed produced from plants grown directly from FOUNDATION SEED or REGISTERED SEED,
cultivated according to certification regulations and that meets the specifications of the official seed certifying agency of the jurisdiction in
which the seed is/was produced.
   1.16 ―NON-CERTIFIED SEED‖ means seed produced from plants cultivated according to certification regulations of the official seed
certifying agency of the jurisdiction in which the seed is/was produced; however, such seed does not meet the specifications of CERTIFIED
SEED but may be sold as LICENSED VARIETY.
   1.17 ―COMMERCIAL SEED‖ means REGISTERED SEED, CERTIFIED SEED, or NON-CERTIFIED SEED, that is sold for purposes
other than seed production.
    1.18 ―INTELLECTUAL PROPERTY RIGHTS‖ means all rights in any plant variety, patent, plant breeders rights, registration or equivalent
intellectual property protection, or any applications thereof, for the LICENSED VARIETY, which may be filed in the United States of America
or other jurisdictions, with the exception of TRADE MARKS. INTELLECTUAL PROPERTY RIGHTS, when applied for or granted, will be
set forth in EXHIBIT A .
   1.19 ―TRADEMARK‖ means any trademark, trade name or logo owned by CERES and intended for use with a LICENSED VARIETY;
provided however, it is recognized that U.S. regulations prohibit the registration of any plant variety name as a trademark or trade name.
  1.20 ―COMMERCIAL NAME‖ means the complete, preferred name of a LICENSED VARIETY under which a specific LICENSED
VARIETY will be marketed and sold.
   1.21 ―NET SELLING PRICE‖ means the actual wholesale price for seeds of the LICENSED VARIETY received by CERES or a
SUBLICENSEE for the sale of such seed, excluding seed for further seed production, less any (a) customary trade, quantity, or cash discounts;
(b) amounts repaid or credited by reason of rejection or return; (c) any sales, use, tariff, customs duties, V.A.T. and/or other taxes, duties and
similar governmental assessments (except taxes based on income); and (d) outbound transportation, shipping, packing, costs of insurance in
transit paid by CERES or a SUBLICENSEE; subject in all cases to (a) to (d) being separately charged on customer invoices or credit notes.
Where there is no identifiable sale price or when a LICENSED VARIETY is sold to other than bona fide, arms length customers of CERES or
a SUBLICENSEE, CERES or the SUBLICENSEE shall be deemed to have received the NET SELLING PRICE calculated based only on the
final sale of the seed (wholesale level) to an independent third party, otherwise referred to as net wholesale price payable by dealers. If no such
current price is available, a hypothetical fair market value price will be determined by the parties jointly in good faith for the purpose of
calculating NET SELLING PRICE.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                   Page 4 of 41
   1.22 ―SUBLICENSE‖ means any sublicense by CERES to any third party, including any AFFILIATED COMPANY (―SUBLICENSEE‖),
as authorized by this Agreement, to produce and sell a LICENSED VARIETY (or LICENSED VARIETIES).
   1.23 ―AFFILIATED COMPANY‖ means any company owned or controlled by, under common control with or controlling CERES,
―control‖ meaning in this context the direct or indirect ownership of fifty percent (50%) or more of the voting stock/shares of a company, or the
power to nominate at least half of the directors.
   1.24 ―EVALUATION PLAN‖ means a detailed written plan for evaluation of SWITCHGRASS to assess performance and geographic range
of NF/GA001, NF/GA002, NF/GA991, NF/GA992 and NF/GA993. The EVALUATION PLAN should further include the performance
objectives of the evaluation, including the creation of standards and production protocol(s) for any BREEDER SEED. The EVALUATION
PLAN shall be attached as EXHIBIT B to this Agreement.
    1.25 ―MARKETING PLAN‖ means a detailed written plan for production, distribution, selling and promotion of each LICENSED
VARIETY prepared by or on behalf of CERES and submitted to NOBLE. A MARKETING PLAN may be (a) binding, i.e., the performance of
CERES (through CERES and/or any SUBLICENSEE) shall be reasonably compared to forecasts and/or projections therein, or (b) non-binding,
i.e., the performance of CERES (through CERES and/or any SUBLICENSEE) shall not be compared by forecasts and/or projections therein
and such forecasts and/or projections are merely advisory. Each MARKETING PLAN, binding or non-binding, shall include at least the
information outlined in EXHIBIT C . Actual, adopted MARKETING PLANS shall be attached as further exhibits to this Agreement as adopted
and identified as ―binding‖ or ―non-binding‖ as agreed to by the parties.


                       ARTICLE I — VARIETY EVALUATION, DEVELOPMENT AND VARIETY OPTIONS
2. EVALUATION, ASSESSMENT AND DEVELOPMENT.
   2.1 NOBLE shall develop an EVALUATION PLAN with defined, mutually agreed upon variety performance objectives, which shall be
reviewed and adopted by the MANAGEMENT COMMITTEE. Once adopted, the EVALUATION PLAN shall be made a part of this
Agreement and attached as EXHIBIT B to this Agreement.
     2.1.1 Either party may propose modifications to the EVALUATION PLAN to achieve the mutual goals of assessing the performance
  and/or range of NF/GA001, NF/GA002, NF/GA991, NF/GA992 and NF/GA993.
      2.1.2 The MANAGEMENT COMMITTEE shall review the EVALUATION PLAN at least annually and modify it as appropriate.
   2.2 The EVALUATION PLAN shall define specific testing and evaluation activities, including timelines, for the testing, evaluation and
development of NF/GA001, NF/GA002, NF/GA991, NF/GA992 and NF/GA993 (a) on NOBLE-owned land and (b) in certain other
geographies with not-for-profit research institutions (―SUBCONTRACTORS‖) at locations under the control of such SUBCONTRACTORS.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                               Page 5 of 41
    2.2.1 Each SUBCONTRACTOR shall be subject to and governed by a written agreement consistent with the agreement form set forth in
  EXHIBIT D to this Agreement. NOBLE shall provide CERES a true and correct copy of each SUBCONTRACTOR agreement, and any
  modification or termination thereof, within thirty (30) days after execution, modification or termination
      2.2.2 For approval, each SUBCONTRACTOR shall be named in the EVALUATION PLAN.
   2.3 NOBLE shall use reasonable efforts to execute the EVALUATION PLAN.
   2.4 NOBLE will voluntarily provide to CERES reports and information generated from execution of the EVALUATION PLAN in
accordance with such plan. NOBLE will regularly provide pictures of SWITCHGRASS plants under evaluation to CERES, wherein the parties
will discuss and agree to the desired imagery, e.g., set-up, content and the like.
   2.5 In addition to the reports and transfer of information per Paragraph 2.4, NOBLE shall report to the MANAGEMENT COMMITTEE
quarterly concerning the progress of variety development. If any significant event, either beneficial or detrimental, is observed then NOBLE
will promptly report the event to the MANAGEMENT COMMITTEE with recommended action to address the event.
   2.6 Upon the request of CERES, at any time, the parties will discuss the status, results of the testing and evaluation activities and any
relevant observations made; provided however, such contacts and discussions shall be reasonable in frequency and duration so as not to be
disruptive to the research activities of NOBLE. Upon reasonable notice to NOBLE, CERES will have the right to visit any location under the
control of NOBLE or a SUBCONTRACTOR to review the testing and evaluation activities. Any visits to SUBCONTRACTOR locations will
be made together with NOBLE, unless otherwise decided by NOBLE. CERES will comply with any reasonable safety and security measures
which may be imposed by NOBLE and/or a SUBCONTRACTOR when visiting any such location.
  2.7 Upon CERES‘ request, NOBLE shall deliver to CERES seed, other biological material or biomass material of NF/GA001, NF/GA002,
NF/GA991, NF/GA992 and NF/GA993 used or grown for testing, evaluation and development pursuant to the terms of this Agreement, and
CERES shall reimburse all reasonable costs for harvesting, treatment and shipping incurred in connection with such delivery by NOBLE.
3. EVALUATION EXPENSES.
   3.1 NOBLE will pay any and all of NOBLE‘s budgeted, direct cost and expense incurred in furtherance of the specific testing, evaluation
and development activities for NF/GA001, NF/GA002, NF/GA991, NF/GA992 and NF/GA993 required by the EVALUATION PLAN and
conducted on NOBLE-owned land. NOBLE is responsible for providing adequate resources to enable it to satisfy its obligations under the
EVALUATION PLAN.
   3.2 CERES will pay any and all of NOBLE‘S direct cost and expense incurred in furtherance of the specific testing, evaluation and
development activities for NF/GA001, NF/GA002,


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                             Page 6 of 41
NF/GA991, NF/GA992 and NF/GA993 required by the EVALUATION PLAN, which shall include a budget approved by the
MANAGEMENT COMMITTEE for such activities, and conducted through a SUBCONTRACTOR. NOBLE will invoice CERES for such
costs annually per SUBCONTRACTOR as such expenses are incurred.
4. VARIETY OPTIONS.
    4.1 NOBLE hereby grants to CERES an exclusive option to obtain an exclusive, world-wide sublicense under its exclusive option and/or
license from UGARF, and under any INTELLECTUAL PROPERTY RIGHTS to NF/GA001, NF/GA002, NF/GA991, NF/GA992 and
NF/GA993, to have:
   (a)   Exclusive access to BREEDER SEED;

   (b)   The exclusive right to produce all seed of the LICENSED VARIETY in the LICENSED PRODUCTION TERRITORY, excluding
         BREEDER SEED; and

   (c)   The exclusive right to use, sell and commercially exploit the seed of the LICENSED VARIETY in the LICENSED TERRITORY.
   4.2 The option(s) of Paragraph 4.1 shall be exercisable at any time but not later than twelve (12) months after the respective RELEASE
DATE of the subject variety. To exercise an option, CERES shall deliver to NOBLE written notice and a preliminary MARKETING PLAN.
Such MARKETING PLAN will be reasonably commensurate with the MARKETING PLAN for prior LICENSED VARIETY and will be
subject to NOBLE‘S review and acceptance, which will not be unreasonably withheld or delayed.
     4.2.1 Upon receipt of such written notice from CERES that it wishes to exercise its option with respect to any or all of NF/GA001,
  NF/GA002, NF/GA991, NF/GA992 or NF/GA993, NOBLE shall exercise its option with UGARF and negotiate a license under terms and
  conditions which are mutually acceptable to the parties.
     4.2.2 CERES shall have no obligation to take a license to any of the aforementioned varieties if the terms and conditions, in addition to
  those terms and conditions set forth in Articles II and III to this Agreement, are not acceptable to CERES, in its sole discretion. LICENSED
  VARIETIES licensed to CERES upon option exercise will be added to EXHIBIT A to this Agreement through an amendment.
     4.2.3 If CERES declines to exercise an option or take a license to a variety for which NOBLE has exercised its option for any one of
  NF/GA001, NF/GA002, NF/GA991, NF/GA992 and NF/GA993, CERES acknowledges that UGARF shall have the right to directly
  produce and market the seed of the subject variety, option and/or license the subject variety to a third party.
   4.3 All parties agree that the development of new varieties will not always result in varieties that are commercially acceptable. Provided all
parties execute their respective obligations under an adopted EVALUATION PLAN in an appropriate and reasonable manner, no one party
shall be liable


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                Page 7 of 41
to the other for any refund or other recompense because no commercially acceptable new variety is produced.


                                                   ARTICLE II — VARIETY LICENSE
5. LICENSE.
   5.1 Subject to exercise of a granted option of Paragraph 4, NOBLE hereby grants CERES:
   (a)   Exclusive access to BREEDER SEED;

   (b)   The exclusive right to produce all seed of the LICENSED VARIETY in the LICENSED PRODUCTION TERRITORY, excluding
         BREEDER SEED, under related INTELLECTUAL PROPERTY RIGHTS, if any; and

   (c)   The exclusive right to use, sell and commercially exploit the seed of the LICENSED VARIETY in the LICENSED TERRITORY
         under related INTELLECTUAL PROPERTY RIGHTS, if any.
   5.2 Notwithstanding Paragraph 5.1, NOBLE shall have an irrevocable, nonexclusive, nontransferable, royalty-free right to produce, use and
evaluate the LICENSED VARIETY for any research, development, breeding, evaluation, demonstration and/or educational purpose or program
conducted by NOBLE in accordance with the terms of the MRA.
   5.3 Sublicenses . CERES shall have the right to grant SUBLICENSES within the LICENSED TERRITORY provided that:
   (a)   Any such SUBLICENSE shall be personal to the SUBLICENSEE and shall not be assignable unless to an affiliated company of that
         SUBLICENSEE, defined similarly as in Paragraph 1.24.

   (b)   The terms and obligations of any such SUBLICENSE shall be consistent with the terms and obligations of this Agreement.
         Notwithstanding, CERES shall remain responsible for the operations of its SUBLICENSEES relevant to this Agreement as if such
         operations were conducted and carried out by CERES, including, but not limited to, the payment of all fees and royalties due under
         this Agreement.

   (c)   CERES further shall deliver to NOBLE (under an obligation of confidentiality) a written summary of each SUBLICENSE, which
         shall include the name and address of the SUBLICENSEE, scope of the SUBLICENSE, exclusive/non-exclusive status, territory,
         remuneration, reporting and diligence obligations, if any. This summary shall be provided within thirty (30) days after execution,
         modification or termination of the summarized agreement.

   (d)   CERES will use commercially reasonable efforts to collect any and all amounts due to CERES under any SUBLICENSE for the sale
         of seed of the LICENSED VARIETY.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                              Page 8 of 41
  5.4 CERES shall not sell or supply to any SUBLICENSEE, seed growing contractor or to any other third party any BREEDER SEED or
FOUNDATION SEED for the purpose of seed production without an agreement obligating the recipient to sell or deliver the resultant seed to
CERES, any AFFILIATED COMPANY, a SUBLICENSEE or authorized distributor or retailers as directed by CERES.
  5.5 Nothing in this Agreement shall be construed as conferring by implication, estoppel, or otherwise any license or rights under any
INTELLECTUAL PROPERTY RIGHTS, whether owned by NOBLE or licensed to NOBLE, other than the one(s) expressly set forth in this
Agreement.
   5.6 Notwithstanding Paragraph 5.4, CERES may supply unlabelled (i.e., without certification tag) COMMERCIAL SEED to a third party
for the limited purposes of evaluating the agronomic performance of the LICENSED VARIETY. The third party shall be obligated by a written
agreement with CERES that the seed supplied will not be used for further multiplication.
6. INTELLECTUAL PROPERTY RIGHTS.
   6.1 CERES agrees to prepare and file, or have prepared and filed, any and all applications for plant variety rights or other forms of
intellectual property protection for the LICENSED VARIETY in the United States in the name of UGARF or UGARF and NOBLE and, at
CERES‘ discretion, plant variety rights and/or other forms of intellectual property protection in any other jurisdiction.
     6.1.1 UGARF shall have a right to review any such filing made under this paragraph prior to its submission and be informed of all
  actions relating to such filings.
     6.1.2 If CERES intends to abandon any plant variety rights, pending or granted in any jurisdiction, CERES shall first give sufficient
  written notice to NOBLE to permit NOBLE or UGARF the opportunity to assume such filing, examination and/or maintenance without
  prejudice.
     6.1.3 Any application for plant variety rights shall reflect the COMMERCIAL NAME of the LICENSED VARIETY (Paragraph 8).
   6.2 CERES and NOBLE will consult with regard to INTELLECTUAL PROPERTY RIGHTS.
   6.3 The obligations of this paragraph shall apply to the United States only and to any other jurisdictions in which CERES has elected to
apply for intellectual property protection. CERES and NOBLE shall avoid carrying out any act that would prejudice the grant of
INTELLECTUAL PROPERTY RIGHTS. Without limitation, neither party shall make available reproductive material of the LICENSED
VARIETY at a date or in a manner that might jeopardize the right to seek INTELLECTUAL PROPERTY RIGHTS protection for the
LICENSED VARIETY. CERES, whether directly or through any SUBLICENSEE, shall not sell any seeds of the LICENSED VARIETY until
such time as the requirements for INTELLECTUAL PROPERTY RIGHTS have been established.
   6.4 CERES shall use all reasonable endeavors to ensure in any sales jurisdiction of the LICENSED TERRITORY in which
INTELLECTUAL PROPERTY RIGHTS exist that all bags or containers supplied by CERES and any SUBLICENSEE containing only seed of
such LICENSED


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                             Page 9 of 41
VARIETY are clearly labeled to show that the LICENSED VARIETY is protected by INTELLECTUAL PROPERTY RIGHTS.
7. LICENSED VARIETY CONSIDERATION.
   7.1 In partial consideration for the rights granted in Article II of this Agreement, CERES shall be responsible for any and all fees and
expenses incurred in filing, examining, certifying and maintaining any INTELLECTUAL PROPERTY RIGHTS for the LICENSED
VARIETY, subject to the provisions of Paragraph 6.
  7.2 In partial consideration for the rights granted hereunder, CERES agrees to pay to NOBLE, on behalf of CERES, and any
SUBLICENSEE (subject to Paragraph 7.3), for the LICENSED VARIETY NF/GA993, a royalty of:
   (a)   [***] of the NET SELLING PRICE for the naked seed weight (exclusive of any coating materials that may be applied) of all
         COMMERCIAL SEED of the LICENSED VARIETY, except that seed subject to Paragraph 7.2(e), sold in the United States in that
         calendar year up to and including two million (2,000,000) lbs;

   (b)   [***] of the NET SELLING PRICE for the naked seed weight (exclusive of any coating materials that may be applied) of all
         COMMERCIAL SEED of the LICENSED VARIETY, except that seed subject to Paragraph 7.2(e), sold in the United States in that
         calendar year in excess of two million (2,000,000) lbs and up to three million (3,000,000) lbs;

   (c)   [***] of the NET SELLING PRICE for the naked seed weight (exclusive of any coating materials that may be applied) of all
         COMMERCIAL SEED of the LICENSED VARIETY, except that seed subject to Paragraph 7.2(e), sold in the United States in that
         calendar year in excess of three million (3,000,000) lbs and up to four and a half million (4,500,000) lbs; and

   (d)   [***] of the NET SELLING PRICE for the naked seed weight (exclusive of any coating materials that may be applied) of all
         COMMERCIAL SEED of the LICENSED VARIETY, except that seed subject to Paragraph 7.2(e), sold in the United States in that
         calendar year in excess of four and a half million (4,500,000) lbs.
   7.3 If CERES receives less than the agreed upon royalty (or other remuneration) from a SUBLICENSEE (excluding any AFFILIATED
COMPANY), CERES shall only be responsible to NOBLE for a pro-rata amount of the royalty due to NOBLE. For clarification, an example
will be provided hereafter that assumes: the SUBLICENSEE NET SELLING PRICE is $1,000, the royalty due NOBLE from CERES is [***]
(Paragraph 7.2(a)) of the SUBLICENSEE NET SELLING PRICE, and the negotiated royalty due CERES from its SUBLICENSEE is [***] of
the SUBLICENSEE NET SELLING PRICE.
   (a)   If its SUBLICENSEE pays CERES the negotiated royalty, CERES would receive [***], and CERES would pay NOBLE [***] when
         due.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                               Page 10 of 41




                 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
   (b)      If its SUBLICENSEE pays CERES 50% of the negotiated royalty, CERES would receive [***], and CERES would pay NOBLE
            [***] when due.

   (c)      If CERES receives no payment from the SUBLICENSEE (e.g., SUBLICENSEE declares bankruptcy), CERES would not be
            obligated to pay NOBLE.
   7.4. CERES shall have the right to sell, directly or through any SUBLICENSEE, limited quantities of seed of the LICENSED VARIETY as
―variety not stated‖ for inventory control and disposal of seed that does not satisfy the standards of COMMERCIAL SEED. CERES agrees to
pay to NOBLE for sales made by CERES and any SUBLICENSEE a royalty determined in accordance with Paragraph 7.2 for annual seed of
the LICENSED VARIETY sold in the United States.
         7.4.1 ―Limited quantities‖ shall not exceed 10% of the annual production of COMMERCIAL SEED in each year.
     7.4.2 ―Variety not stated‖ seed cannot be associated with, directly or indirectly, any COMMERCIAL NAME or include any other
  designations that identify such material as the LICENSED VARIETY.
   7.5 Notwithstanding any other provision contained in this Agreement and irrespective of the level of sales of seeds of the LICENSED
VARIETY under this Agreement, CERES shall pay to NOBLE for each calendar year of the term hereof a minimum royalty with respect to the
designated LICENSED VARIETY only, according to the following schedule. Payment of this minimum royalty shall be due on or before
March 31 of the succeeding year for which the payment is due.


                                                 Minimum Royalties for NF/GA993 ONLY:

                             Calendar Year                                                         Minimum Royalty (USD)
                                2009                                                                       [***]
                                2010                                                                       [***]
                                2011                                                                       [***]
                                2012                                                                       [***]
                                2013                                                                       [***]
                                2014                                                                       [***]
                                2015                                                                       [***]
                                2016                                                                       [***]
                                2017                                                                       [***]
                                2018                                                                       [***]
   7.6 The minimum royalty of Paragraph 7.5 shall not carry forward to subsequent calendar years as royalty credit against future sales. For
clarification, the following rules shall guide the relationship between royalties and minimum royalties:


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                            Page 11 of 41




                   Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
   (a)   if the royalty payments due under Paragraph 7.2 are less than the minimum royalty of Paragraph 7.5 in a given year, then only the
         minimum royalty of Paragraph 7.5 shall be payable;

   (b)   if the royalty payments due under Paragraph 7.2 exceed the minimum royalty of Paragraph 7.5 in a given year, then the minimum
         annual royalty shall not be payable;

   (c)   should there be a failure in NOBLE‘S provision of the prescribed volumes of BREEDER SEED to CERES (or its designee), then the
         minimum royalty will be paid pro-rata to the extent of the BREEDER SEED actually delivered as compared to what should have been
         delivered;

   (d)   should there be a failure in production of seed of the LICENSED VARIETY where CERES can evidence that sufficient acreage was
         established to produce adequate seed for payment of the minimum royalty of Paragraph 7.5 and production of seed failed due to
         circumstances beyond the control of CERES or CERES‘ contract grower(s), then the minimum royalty will be paid pro-rata to the
         extent of the failure of seed production; and

   (e)   NOBLE recognizes that there are many uncertain factors in the production and potential use of the LICENSED VARIETY and agrees
         that the minimum royalties specified in Paragraph 7.5 may, at the request of CERES, be readdressed by the parties after the 2010
         calendar year.
  7.7 CERES shall be responsible for the collection and payment of royalties due to NOBLE for all seed sold in the LICENSED
TERRITORY.
  7.8 CERES shall, in addition to any payments due under Paragraphs 7.1 or 7.2, pay all goods and service taxes (or other taxes) due on its
commercial activity. Where any royalty payments are subject to a withholding tax then:
   (a)   where the tax is reclaimable by CERES or any AFFILIATED COMPANY, then CERES shall make the royalty payment without
         deduction; and

   (b)   where the tax is non reclaimable by CERES or any AFFILIATED COMPANY, then CERES shall pay the net royalty and shall
         provide to NOBLE proper certificates for such withholding tax.
   7.9 All sums payable by CERES to NOBLE under this Agreement shall be payable in United States dollars. Royalties shall be payable by
March 31 of each year with respect to the NET SELLING PRICE received by CERES and any SUBLICENSEE in the preceding calendar year.
Payments shall be made by check to the following address:
         Vice President, General Counsel
         The Samuel Roberts Noble Foundation, Inc.
         2510 Sam Noble Parkway
         Ardmore, Oklahoma 73401


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                           Page 12 of 41
Such payments shall be accompanied by a written report setting forth the production, sales by CERES (and each SUBLICENSEE) of seed
during the calendar year, permitted exclusions, NET SELLING PRICE, the royalties due, and all uncollected amounts due CERES from all
SUBLICENSEES. If no royalties are due, CERES also shall so report.
    7.10 If LICENSED VARIETIES are commercialized in jurisdictions outside the United States or CERES exercises its option for any variety
of the group of NF/GA001, NF/GA002, NF/GA991 and NF/GA992, the parties will jointly determine in good faith the applicable royalty rates
and minimum annual royalties (if any). Remuneration for each LICENSED VARIETY in addition to NF/GA993, if any, in the United States
will be reasonably commensurate with the remuneration for NF/GA993.
8. DENOMINATIONS, VARIETY NAMES, TRADE MARKS AND BRAND INTEGRITY.
   8.1 The parties acknowledge that denominations for the subject varieties are established as: NF/GA001, NF/GA002, NF/GA991, NF/GA992
and NF/GA993.
   8.2 CERES shall use the denomination of the LICENSED VARIETY to identify that variety and shall not associate any TRADEMARK or
any tradename or similar indication with the denomination.
   8.3 CERES will determine a COMMERCIAL NAME for the LICENSED VARIETY under which the seed of the LICENSED VARIETY
will be marketed and sold.
     8.3.1 CERES will obtain the prior written approval of NOBLE prior to adopting and/or submitting any (final or proposed)
  COMMERCIAL NAME for the LICENSED VARIETY for registration and/or listing, wherein such approval will not be unreasonably
  withheld or delayed. The parties acknowledge that NOBLE will notify UGARF of such name(s), in confidence, prior to adoption or
  (registration) submission.
    8.4 CERES shall use all reasonable endeavors to ensure that all references made by CERES or any SUBLICENSEE to the LICENSED
VARIETY shall use the COMMERCIAL NAME for the LICENSED VARIETY, as specified in applicable INTELLECTUAL PROPERTY
RIGHTS, and shall use its best endeavors to ensure that all references by other parties shall use the same COMMERCIAL NAME and shall use
this name in a manner which distinguishes it from any TRADEMARK. CERES, any AFFILIATED COMPANY or any SUBLICENSEE shall
not falsely represent that any seeds of another variety being sold or offered for sale are seeds of the LICENSED VARIETY.
    8.5 CERES may determine TRADEMARK(s) associated or intended for use with a LICENSED VARIETY. CERES shall be the owner of
all rights in any such TRADE MARK, chosen, applied to, used or registered in association with the LICENSED VARIETY.
9. PRODUCTION ACTIVITIES BY NOBLE.
   9.1 NOBLE shall at all times maintain adequate supplies of BREEDER SEED for CERES.
     9.1.1 The EVALUATION PLAN shall establish all volumes, delivery dates and any delivery instructions for BREEDER SEED.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                       Page 13 of 41
      9.1.2 NOBLE shall at all times maintain adequate supplies of germplasm for the production of BREEDER SEED.
    9.2 NOBLE will take all necessary measures to ensure that all seed produced pursuant to this Agreement by NOBLE is handled and stored
in such manner as to prevent contamination, theft, deterioration or unintentional destruction.
10. QUALITY AND PERFORMANCE REGULATIONS.
   10.1 Subject to NOBLE‘S obligations under Paragraph 9, CERES shall be responsible for multiplying seed of the LICENSED VARIETY
within the LICENSED PRODUCTION TERRITORY and using commercially reasonable efforts to produce, market and sell the resultant seed
so as to ensure that COMMERCIAL SEED of the LICENSED VARIETY is commercially available in the United States in reasonable
quantities and at a reasonable price no later than (a) four (4) years for the first variety licensed under this Agreement and (b) three (3) years for
any variety licensed under this Agreement thereafter from the respective LICENSE COMMENCEMENT DATE of each LICENSED
VARIETY. Availability in foreign markets, if any, of each LICENSED VARIETY shall be determined by CERES no later than three (3) years
after U.S. commercialization of such LICENSED VARIETY.
  10.2 CERES shall meet its own cost of promotion, overseas trials and listing of the LICENSED VARIETY in the LICENSED
TERRITORY.
   10.3 CERES shall use reasonable endeavors to ensure that all seed of the LICENSED VARIETY offered for sale by CERES, any
AFFILIATED COMPANY or SUBLICENSEE shall meet the normally accepted standards of the seed trade or certifying authorities relating to
seed quality within the relevant jurisdiction of the LICENSED TERRITORY.
   10.4 Where CERES wishes to dispose of seeds of the LICENSED VARIETY without identity, CERES shall obtain prior written approval
by NOBLE before disposing of any seed of the LICENSED VARIETY, such approval not to be unreasonably withheld. In the event that no
response is received within five (5) working days of the request for approval being made then it shall be deemed that consent has been granted.
   10.5 CERES shall advise NOBLE of any downgrading of FOUNDATION SEED of the LICENSED VARIETY.
   10.6 When performing activities pursuant to this Agreement, each party shall be responsible for complying with all applicable laws, rules
and regulations and obtaining any and all permits or authorizations or proceed to any notifications which may be required by such laws, rules
and regulations.
       10.6.1 CERES shall at all times comply with and abide by any governing act, rules, regulations, by-laws, plant variety rights legislation
   or the like and/or requirements relating to the quality and sale of seeds of the LICENSED VARIETY in the relevant jurisdictions of the
   LICENSED TERRITORY and shall use all reasonable commercial endeavors to obtain any necessary regulatory approvals for the
   LICENSED VARIETY.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                  Page 14 of 41
11. DILIGENCE.
  11.1 CERES will use commercially reasonable efforts to actively market the LICENSED VARIETY in the LICENSED TERRITORY,
wherein such efforts shall be appropriately reflected in the MARKETING PLAN.
   11.2 CERES shall submit to NOBLE with its annual report under Paragraph 7.7 a report of progress made by CERES (and any
AFFILIATED COMPANY), directly or through its SUBLICENSEES, in achieving marketing goals of previous years and meeting the
objectives of the MARKETING PLAN submitted and agreed upon for the LICENSED TERRITORY. The MANAGEMENT COMMITTEE
will review the report and may require CERES, from time to time, to amend the MARKETING PLAN.
   11.3 Minimum diligence requirements for each LICENSED VARIETY, if any, shall be satisfied by the payment of the annual minimum
royalty amounts for the prescribed years for only the specific LICENSED VARIETY set forth in Paragraph 7.5.
     11.3.1 If CERES fails to pay to NOBLE the prescribed annual minimum royalty, NOBLE shall have the right to convert the license
  granted to CERES with respect to such LICENSED VARIETY to non-exclusive, by written notice to CERES, and NOBLE shall then have
  the ability to license, on a non-exclusive basis, the right to use, sell and commercially exploit the seed of the LICENSED VARIETY in the
  LICENSED TERRITORY under related INTELLECTUAL PROPERTY RIGHTS, if any, to any third party.
12. BOOKS, RECORDS AND RIGHT OF AUDIT.
   12.1 CERES shall keep and shall cause any AFFILIATED COMPANY and any SUBLICENSEE to keep accurate records of all production
and sales of seeds of the LICENSED VARIETY in each country of the LICENSED TERRITORY where such sales are made. These records
should include, at least, the number of acres of LICENSED VARIETY seed under production, the physical location of each LICENSED
VARIETY production field owned or controlled by CERES, any AFFILIATED COMPANY or any SUBLICENSEE, the total amount of
LICENSED VARIETY seed produced, the total amount of LICENSED VARIETY seed sold, including specifically the amount of
COMMERCIAL SEED sold and the amount of seed sold and/or disposed of without identity (under Paragraph 10.4 and subject to royalties
under Paragraph 7.2(e)) and all invoices or shipping documents relating to such sales.
   12.2 CERES shall allow an independent auditor, reasonably acceptable to CERES, appointed by and paid for by NOBLE to inspect the
records of CERES and any AFFILIATED COMPANY pertaining to the LICENSED VARIETY for the exclusive purpose of verifying the
accuracy of the reports provided. Any such audit shall occur no more frequently than annually. Any such inspection shall occur during normal
business hours and after NOBLE has provided written notice at least ten business days prior to the date of the intended inspection. NOBLE
agrees that it and its representatives will hold the information obtained from the inspection in confidence, and not use it for any purpose other
than verification of the royalties required to be paid hereunder.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                               Page 15 of 41
                                                ARTICLE III — GENERAL PROVISIONS
13. ABATEMENT OF INFRINGEMENT.
   13.1 Each party shall notify the other of any suspected infringement of any INTELLECTUAL PROPERTY RIGHTS covering the optioned
varieties of the group of NF/GA001, NF/GA002, NF/GA991, NF/GA992 and NF/GA993 and any LICENSED VARIETY therefrom. During
the term of this Agreement, CERES and NOBLE shall have right, but shall not be otherwise required, to bring suit to abate such infringement.
     13.1.1 CERES shall have the first option to bring suit alone for infringement of the LICENSED VARIETY. If elected, in writing, CERES
  shall be responsible for taking those actions necessary to enforce the parties‘ rights, wherein the expenses and cost of any such action shall
  be CERES‘. CERES and NOBLE will consult with each other upon a course of action and enforcement strategy. CERES will be responsible
  for the conduct of any such enforcement action, and NOBLE will reasonably cooperate with CERES to effect the enforcement action, and if
  appropriate, determine a settlement position. CERES shall be responsible for retaining counsel and shall promptly notify NOBLE following
  retention of counsel, and NOBLE agrees to be represented by such counsel as may be required for any enforcement action or settlement. For
  purposes of settlement, CERES shall be the contact with the parties‘ counsel as well as the opposing party(ies) and shall have the right to
  enter into settlements. CERES shall keep NOBLE advised as to all developments with respect to the enforcement action and settlement
  discussions, which includes supplying to NOBLE copies of all papers received and filed in sufficient time for NOBLE to comment thereon.
  NOBLE may attend any and all meetings with the parties‘ counsel and the opposing side for settlement purposes. NOBLE agrees to
  voluntarily join in any action brought by CERES as a party plaintiff/defendant, if necessary, at the expense of CERES. If necessary, NOBLE
  agrees to enter into a joint defense agreement. Any damages received by CERES as a result of an enforcement action, after deduction of all
  enforcement related costs incurred by CERES, shall be considered as NET SELLING PRICE for the purpose of royalty payments to
  NOBLE; provided however that any award that exceeds compensation for loss of revenue, costs and expenses incurred by CERES (e.g.
  punitive damages), after deduction of all enforcement related costs incurred by CERES, will be shared equally by the parties.
    13.1.2 NOBLE shall have the first option to bring suit alone for infringement of any optioned varieties of the group of NF/GA001,
  NF/GA002, NF/GA991, NF/GA992 and NF/GA993 that is yet to be licensed by CERES pursuant to the terms of this Agreement. If elected,
  NOBLE shall solely be liable for all litigation costs.
     13.1.3 In the absence of CERES‘ and/or NOBLE‘S participation in any such action, whether individually or jointly, UGARF reserves the
  right to bring such suit. In such instance, UGARF shall bear the entire cost of such litigation, including defending any counterclaims, and
  shall be entitled to retain the entire amount of any recovery of settlement.
     13.1.4 Should either party bring suit under the provisions of this Paragraph 13, and thereafter elects to abandon such action, then the
  party bringing suit shall give timely notice to the other party who may, if it so desires, or UGARF may, if it so desires, maintain the action.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                               Page 16 of 41
  Unless the parties agree otherwise at the time of withdrawal, the withdrawing party shall have no further obligation for expenses for the
  subject action and shall not benefit from any subsequent settlement or other financial benefit received as a result of the subject action.
14. TERM AND TERMINATION.
   14.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to the longer of:
   (a)   on a jurisdiction-by-jurisdiction basis and variety-by-variety basis, fifteen (15) years from the date of the first sale of a LICENSED
         VARIETY; or

   (b)   on a jurisdiction-by-jurisdiction basis and variety-by-variety basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the
         respective jurisdiction covering the LICENSED VARIETY.
Notwithstanding the foregoing, the parties may by mutual agreement, in writing, extend the term of this Agreement by additional five (5) year
periods.
   14.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such
other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required
payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit
payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the
non-breaching party specifying such failure.
   14.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days‘ written notice to CERES, (a) if CERES seeks
protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such
proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days); (b) in case of dissolution or winding up of
CERES (excluding any situation where all or substantially all of CERES‘ assets, stock or business to which this Agreement relates are acquired
by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); or (c) with one hundred twenty (120) days‘ written
notice to CERES, if the institutional mission, purpose or structure of NOBLE would change substantially.
    14.4 CERES may, after consultation with NOBLE, terminate this Agreement by written notice if in the commercially reasonable opinion of
CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale
of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS;
provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through an
AFFILIATED COMPANY and/or SUBLICENSEES.
   14.5 The parties may terminate this Agreement at any time by mutual, written agreement.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                               Page 17 of 41
   14.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement
before termination or rescind any payments made or due before termination. Paragraphs 12, 14, 16, 19, 20, 21, 22, 23 and 24 will survive any
termination of this Agreement.
    14.7 Upon termination by CERES pursuant to Paragraph 14.2 or by NOBLE pursuant to Paragraph 14.3(c), NOBLE will promptly deliver
to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are
in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting
germplasm of each LICENSED VARIETY other than seed. Moreover, NOBLE will provide for the orderly transfer of CERES‘ rights under
this Agreement directly to UGARF; provided however, CERES seeks to assume such relationship directly. NOBLE represents that each license
agreement between UGARF and NOBLE under which NOBLE grants options to CERES in this Agreement contains, or will contain when
executed, a provision that if such agreement is terminated UGARF will directly grant a license to CERES under the same terms and conditions
as agreed between NOBLE and CERES subject to CERES acceptance of such license.
   14.8 If NOBLE terminates this Agreement under the provisions of Paragraph 14.3(a) or 14.3(b) prior to the RELEASE DATE of a variety
from the group of NF/GA001, NF/GA002, NF/GA991, NF/GA992 and NF/GA993, NOBLE shall be relieved of its obligation to offer an
option under Paragraph 4.1 and such variety (or varieties) will be treated as if CERES declined to exercise its option.
  14.9 Immediately upon termination of this Agreement, except termination by CERES on the basis of Paragraph 14.2 or termination by
NOBLE on the basis of Paragraph 14.3(c):
   (a)   CERES shall either destroy or return all BREEDER SEED and all FOUNDATION SEED to NOBLE. No compensation shall be due
         for any seed destroyed or returned pursuant to this paragraph.

   (b)   CERES may continue to sell LICENSED VARIETY seed in the ordinary course of business for a period of one (1) year after the
         termination date; provided however, the royalties on such sales are paid in the amounts and in the manner provided in this Agreement.
         Following such one (1) year period, all remaining inventory of LICENSED VARIETY seed must be destroyed, and CERES shall
         notify NOBLE of the same.
   14.10 Upon termination of this Agreement, no existing sublicenses granted by CERES shall be affected by such termination, and all such
sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. Except in case of termination by
CERES pursuant to Paragraph 14.2 or by NOBLE pursuant to Paragraph 14.3(c) and the establishment of a direct relationship by and between
CERES and UGARF, NOBLE shall continue to be entitled to payments under such sublicenses pursuant to this Agreement, and such
SUBLICENSEES, pursuant to the election of each SUBLICENSEE, shall be become a sublicensee of NOBLE.
   14.11 Termination of this Agreement shall not prevent:
   (a)   NOBLE from recovering any royalties due as of termination (or thereafter, pursuant to Paragraph 14.9(b)); and


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                             Page 18 of 41
   (b)   either party from obtaining a remedy for any breach of the provisions of this Agreement.
15. MANAGEMENT COMMITTEE.
  15.1 The parties will establish a MANAGEMENT COMMITTEE to supervise the implementation, execution and progress of this
Agreement, including the establishment of appropriate RELEASE DATES.
   15.2 The MANAGEMENT COMMITTEE will consist of four (4) members, two (2) to be appointed by each party and will meet at least
once every six months, in person or by telephone, on dates and at locations to be mutually agreed. The representatives of each party may invite
other employees of that party to the meeting on an as-needed basis, subject to prior notification of the other party.
   15.3 Decisions of the MANAGEMENT COMMITTEE shall be made by unanimous agreement and recorded in a manner prescribed by the
MANAGEMENT COMMITTEE as a true record of the decisions. If the MANAGEMENT COMMITTEE cannot come to a unanimous
agreement on any matter then the status quo shall apply.
16. CONFIDENTIALITY AND PUBLICATIONS.
   16.1 As used in this Agreement, the term ―Confidential Information‖ shall mean (a) all non-public-information received by one party from
the other in the framework of this Agreement and (b) any and all information, results (including materials) and observations generated by
NOBLE in the performance of this Agreement. Confidential Information can include, but is not limited to, information concerning the
disclosing party‘s operations, research, processes, techniques, data, and non-public materials.
    16.2 From receipt to five (5) years after the disclosure of the relevant CONFIDENTIAL INFORMATION, the receiving party shall not use,
except (a) for the benefit of the parties‘ collaboration, or (b) such use as is expressly allowed by this Agreement, and/or disclose any
Confidential Information to any third party without the prior written consent of the disclosing party if the Confidential Information was
received from the other party, or the prior written consent of both parties if the Confidential Information was generated during the performance
of this Agreement, excepting that information described in Paragraph 16.3. Confidential Information shall only be made accessible to each
party‘s employees or students on a need-to-know basis. Manuscripts and papers published in scientific journals and presentations made at
public meetings that include Confidential Information are exempt from the conditions of this paragraph, provided the parties followed the
procedure set forth in Paragraph 16.4.
    16.3 The receiving party shall have no obligations of confidentiality for information that: can be established through written evidence to be
in the possession of the receiving party prior to the disclosure by the disclosing party; is or becomes public knowledge through no fault of the
disclosing party; is acquired from others not under an obligation of confidentiality to the disclosing party. In addition, CERES shall have the
right to proceed to disclosures of Confidential Information (a) as required to file for INTELLECTUAL PROPERTY RIGHTS or registration,
(b) as required to exercise its commercialization rights granted in or on the basis of this Agreement and for related marketing


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                               Page 19 of 41
activities, (c) as required by laws, rules or regulation or court ordering such as, without limitation, SEC regulations, or (d) in CERES‘
reasonable judgment, to (potential) investors and business partners.
   16.4 The parties agree that the researchers involved in the development of SWITCHGRASS described herein are permitted to present
methods and/or results of the development activities at symposia and professional meetings and to publish the same in journals or the like,
subject to the obligations of this paragraph. If either party wishes to present results of the evaluation activities set forth in this Agreement at
symposia and professional meetings or publish the same in journals or the like, the disclosing party must furnish copies of any proposed
publication, presentation, or disclosure (collectively ―Disclosure‖) to the other party at least thirty (30) days in advance of the specific
submission, presentation, or other disclosure. If the non-disclosing party raises an objection within such thirty (30) day period with respect to
any part of the proposed Disclosure, the parties will diligently cooperate to modify the objected matter. The non-disclosing party‘s consent will
be required for such Disclosure, but such consent will not unreasonably be withheld. If no objection is raised within the aforementioned thirty
(30) day period, the disclosing party may proceed with the Disclosure.
    16.5 Each party shall be responsible for requiring any and all of its employees or students who will perform activities under this Agreement
to be bound by a written agreement(s) that commits their inventions, discoveries, and other intellectual property to the party-employer and
requires confidential treatment of party and third-party confidential information. Each party shall further notify each such employee, in writing,
of their obligations and responsibilities under the terms of this Agreement, including but not limited to the provisions of this Article.
17. PAYMENTS (GENERALLY).
   17.1 Payments required under this Agreement shall, if overdue, bear interest at a per annum rate of one percent (1%) above the prime
interest rate in effect on the due date, as reported in the Wall Street Journal, from the date the payment is due until it is received.
   17.2 All amounts other than royalties due by CERES to NOBLE pursuant to this Agreement shall be paid within thirty (30) days after the
invoice date.
18. NOTICES.
   Any notices required to be given or which shall be given under this Agreement shall be in writing and delivered by first class mail or
overnight (trackable) courier addressed to the Parties as follows:
             Vice President of Product Development
             Ceres, Inc.
             1535 Ranch Conejo Blvd.
             Thousand Oaks, California 91320
             Vice President, General Counsel
             The Samuel Roberts Noble Foundation, Inc.
             2510 Sam Noble Parkway
             Ardmore, Oklahoma 73401


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                Page 20 of 41
In the event that notices under this Agreement are sent by certified or registered mail (or alternatively, by overnight courier) by one party to the
other party at its above address, they shall be deemed to have been given or made as of the date so mailed.
19. WARRANTIES.
   NOBLE represents and warrants that it has the right, under its agreement(s) with UGARF, to grant rights to CERES as set forth in this
Agreement. Copies of relevant agreements by and between UGARF and NOBLE that concern or relate, directly or indirectly, to the rights
transferred to NOBLE to test, evaluate, produce, use, sell and/or commercially exploit SWITCHGRASS varieties NF/GA001, NF/GA002,
NF/GA991, NF/GA992 and NF/GA993 are included in EXHIBIT E . NOBLE will notify CERES within ten (10) days, in writing, of any
modification to, or notice of termination or termination of its agreement(s) with UGARF.
20. DISCLAIMERS.
  20.1 EXCEPT AS SET FORTH IN PARAGRAPH 19, THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARTY HAS
MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO,
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  20.2 IN NO EVENT SHALL EITHER PARTY BE HELD RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT ARISING OUT OF THE USE OF ANY INTELLECTUAL PROPERTY RIGHTS
COVERED BY THIS AGREEMENT, OR THE IMPLEMENTATION OF THIS AGREEMENT, EVEN IF SUCH PARTY IS ADVISED IN
ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
    20.3 NOBLE shall not be liable under any circumstances, whether in contract, in tort, under any warranty, in negligence or otherwise, for
any incidental, indirect, special or consequential damages resulting from the exercise of CERES‘ rights under the option and/or license granted
pursuant to this Agreement or from the production, sale, storage, use or attempted use of the LICENSED VARIETY, including, but not limited
to, damage to real or personal property, including land, livestock, crops, plants, seed or feed crop.
   20.4 Nothing in this Agreement shall be construed as:
      (a)   a warranty or representation by either party as to the validity or scope of any INTELLECTUAL PROPERTY RIGHTS, patent
            rights or plant variety rights;

      (b)   a warranty or representation by either party that anything made, used, sold or otherwise disposed of pursuant to any license granted
            under this Agreement is or will be free from infringement of patents of third parties;


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                Page 21 of 41
      (c)   any obligations by either party to bring or prosecute actions or suits against third parties for patent infringement; and

      (d)   a grant by implication, estoppel, or otherwise of any licenses under any intellectual property rights of NOBLE or other persons
            other than as provided in Paragraph 5.1 hereof.
21. INDEMNIFICATION.
    Excluding those acts directly attributable to the negligence or willful misconduct of NOBLE, CERES agrees to indemnify, hold harmless
and defend NOBLE and UGARF, its trustees, officers, employees and agents and the breeders (as named in the INTELLECTUAL PROPERTY
RIGHTS, if any) against any and all liability and/or damages with respect to any claims, suits, demands, judgments or causes arising out of
(a) the production, development, storage, sale or any other use of the LICENSED VARIETY seed and/or exercise of rights granted hereunder
by CERES, its SUBLICENSEES, distributors, agents, representatives or AFFILIATED COMPANIES; (b) the use by end-users and other third
parties of LICENSED VARIETY seed; and/or (c) any representation, warranty or statement by CERES, its SUBLICENSEES, distributors,
agents, representatives or AFFILIATED COMPANIES, concerning NOBLE, UGARF, LICENSED VARIETY seed or any INTELLECTUAL
PROPERTY RIGHTS. In the event any such claims, demands or actions are made, CERES shall defend NOBLE and/or UGARF at CERES‘
sole expense by counsel selected by CERES and reasonably acceptable to NOBLE. NOBLE shall promptly notify CERES, in writing, of any
such claims, suits or demands upon discovery and shall cooperate with CERES in the defense, provided that CERES shall have the right to lead
the defense including entering into any settlement. CERES will keep NOBLE informed about the conduct of the defense and consult NOBLE
regarding any settlement proposals.
22. PUBLICITY AND USE OF NAMES.
   22.1 Neither party shall publicize or disclose the terms of this Agreement without the prior written approval of the other party, subject to the
same exceptions as set forth in Paragraph 16.3, last sentence, (a) through (d).
   22.2 Neither party shall use the names, trademarks, design marks or any markings of UGARF, the Board of Regents or UGA in any
publicity, advertising or news release without the prior written approval of an authorized representative of UGARF.
    22.3 The parties intend to issue joint press releases regarding this collaboration. Any such press release and any press release by either party
will be subject to the prior written approval of both parties; provided however, that (a) CERES shall have the right to otherwise disclose
information as may be required in CERES‘ judgment to comply with SEC regulations or other laws, rules or regulations governing disclosure
of information and (b) NOBLE shall have the right to otherwise disclose information as may be required in NOBLE‘S judgment to comply
with IRS or state regulations or other laws, rules or regulations governing disclosure of information. Notwithstanding the unilateral disclosure
rights provided for in this paragraph, the disclosing party shall provide the other party a copy of any such unilateral disclosure preferably prior
to its release.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                   Page 22 of 41
    22.4 CERES, any AFFILIATED COMPANY and any SUBLICENSEE may make known in promotional materials and technical literature
that the LICENSED VARIETY was evaluated and developed for commercialization at NOBLE and seed is produced, marketed, and sold under
a license from NOBLE; provided, however, that such use shall not state or otherwise imply that NOBLE has any relationship with CERES
outside its publicized relationships (e.g., licensor-licensee, etc.). NOBLE shall have the right to review and must pre-approve, in writing, any
and all such promotional materials and technical literature that references NOBLE or its employees prior to its public release.
    22.5 CERES, any AFFILIATED COMPANY and any SUBLICENSEE shall include on (or affix to) the seed packaging (e.g., bag or other
container) and promotional materials the NOBLE mark set forth in EXHIBIT F to this Agreement in accordance with the terms and conditions
set forth therein. NOBLE shall have the right to review and must pre-approve, in writing, any and all materials, including seed packaging, that
includes or is intended to include the mark of EXHIBIT F .
23. DISPUTE RESOLUTION AND APPLICABLE LAW.
All disputes, differences or questions arising out of or in connection with this Agreement or its EXHIBITS, or related to the alleged breach,
termination, validity, interpretation or violation thereof, shall be submitted to the MANAGEMENT COMMITTEE for resolution, which shall
convene, whether in person or otherwise, to resolve such dispute in a timely manner. Either party may initiate a resolution procedure by
providing written notice (―Dispute Notice‖) to the other party, and any such Dispute Notice must set forth the subject matter of the dispute,
difference or question. If after sixty (60) days the dispute remains unresolved, the presidents of CERES and NOBLE shall seek to resolve the
dispute through negotiation or mediation. If negotiation is elected, the parties agree that at least eight (8) cumulative hours of negotiations
between the presidents will be undertaken. If mediation is elected, the presidents will meet at a neutral site for mediation. Unless agreed to
otherwise, the neutral site shall be Denver, Colorado. The mediation shall be conducted in accordance with the then existing Commercial
Mediation Rules of the American Arbitration Association (AAA). The mediator shall be selected by mutual agreement of the parties. If the
parties cannot agree on a mediator, AAA shall designate a mediator at the request of either party. Any mediator so designated must be
acceptable to both parties. Fees for the mediation will be shared equally, and the parties will responsible for their respective expenses.
Settlement reached in mediation or negotiation will not be binding until the parties have signed a written settlement agreement.
Any dispute, controversy, or claim arising out of or in connection with this Agreement or its EXHIBITS, or related to the alleged breach,
termination, validity, interpretation or violation thereof, not settled by negotiation or mediation in accordance with the terms hereof, shall be
finally settled and determined by arbitration administered by the AAA under its then current Commercial Arbitration Rules and Mediation
Procedures (including Procedures for Large, Complex Commercial Disputes) (the ―Rules‖). The written reasoned award of the arbitrators shall
be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court
having jurisdiction.
   (a)   Initiation of Arbitration . Any party may initiate arbitration by filing a written request for arbitration with the AAA. A copy of the
         request shall be furnished to all other parties in accordance with the provisions of the Rules and the provisions in the agreement
         between the parties concerning notices. For all purposes the ―commencement of the


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                Page 23 of 41
        arbitration‖ shall be deemed to be the date on which any party issues a written demand for arbitration in accordance with the
        requirements of Article 18.
  (b)   Appointment of Arbitrators . Each party shall appoint an arbitrator, and the two arbitrators so appointed shall appoint the third
        arbitrator. The party initiating the arbitration shall appoint its arbitrator at the commencement of the arbitration. The other party shall
        appoint its arbitrator within thirty (30) days of the commencement of the arbitration. If the arbitrators appointed by the parties fail to
        appoint the third arbitrator within sixty (60) days of the commencement of the arbitration, the AAA shall appoint the third arbitrator
        following consultation with the parties.

  (c)   Qualifications of Arbitrators . Each arbitrator so appointed shall have a reputation as being experienced in the legal and technical
        matters related to the dispute, shall be required to disclose, among other disclosures, any prior involvement with the legal and
        technical matters related to the dispute and any involvement with a competitor of any party, and shall not be presently nor in the past
        have been affiliated with any party or a competitor of any party. Notwithstanding the method of their appointment, each arbitrator
        shall be required to meet the standards contained in the Rules with respect to impartiality, independence and neutrality.

  (d)   Location of the Arbitration . The seat of arbitration shall be Denver, Colorado. The arbitrators may hold hearings at such other
        locations as the arbitrators shall determine, after consultation with the parties.

  (e)   Language of Arbitration . The arbitral proceedings and all pleadings and written evidence shall be in the English language. Any
        written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or
        true copy thereof.

  (f)   Procedural Requirements . The arbitrators shall, after consultation with the parties, make appropriate provision in the arbitration
        process for rules specific to this arbitration which:
        (i)     require the disclosure of all exhibits expected to be used by the parties at the arbitration, and the exchange of complete copies
                of all such exhibits in advance of the arbitration;

        (ii)    determine the dates for the exchange of said written disclosures and copies of said exhibits;

        (iii)   require the written disclosure of the identity of all witnesses whom the parties expect to call at the arbitration;

        (iv)    determine the dates for the exchange of the written disclosures of the identity of witnesses which the parties expect to call at
                the arbitration;

        (v)     determine the dates for the exchange of sworn narrative statements containing the testimony of all witnesses whom the
                parties expect to call at the arbitration;


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                 Page 24 of 41
         (vi)      require that the sworn narrative testimony of witnesses be submitted in substitution for the direct examination of the
                   witness, and that all witnesses whose sworn testimony is submitted for consideration by the arbitrators must present him or
                   herself for cross examination at the time and place of the arbitration hearing, unless some other procedure providing the
                   parties with a full and complete opportunity for cross-examination has been established and provided by the arbitrators, the
                   parties and the witness:

         (vii)     prohibit, except upon a showing of good cause, or for purposes of rebuttal, the receipt into evidence of any exhibit not
                   disclosed by the parties, nor shall the arbitrators permit a party to present the testimony of any witness whose identity and
                   testimony was not exchanged prior to the arbitration;

         (viii)    permit discovery as reasonable and necessary for the orderly preparation of the dispute for hearing and determination of the
                   dispute (said discovery may include requests for production of documents and depositions of witnesses who cannot be
                   summoned to the arbitration or are otherwise unavailable to attend the arbitration); and

         (ix)      require all parties and experts to maintain all information and documents they have received , reviewed, exchanged or given
                   testimony about in confidence pursuant to an appropriate confidentiality undertaking and order.
   (g)   Limitation on Remedies . The arbitrators are precluded from awarding punitive or exemplary damages. In no event shall the
         arbitrators have the powers of an amiable compositeur.

   (h)   Resort to the Courts . Nothing in this Agreement prohibits any party from seeking interim or conservatory relief in any court of
         competent jurisdiction; provided however , that neither the filing of an application for a temporary restraining order, preliminary
         injunction or other interim or conservatory relief, as necessary, nor the granting of such relief, shall be deemed to be a waiver of the
         obligation of the party to have the dispute heard and determined solely and exclusively by arbitration.

   (i)   Survival. The rights and obligations of the parties as described herein shall survive the termination, expiration, non-renewal or
         rescission of the Agreement between the parties.
24. GENERAL.
    24.1 Entire Agreement/Modifications . This Agreement together with its EXHIBITS constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof, and there are no representations, warranties, covenants or obligations except as set forth herein.
This Agreement supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, written or oral, of the
parties hereto relating to the subject matter hereof. This Agreement may only be amended, modified or superseded by a writing executed by the
authorized representative of the parties hereto. Pursuant to the obligations of this Agreement, the parties anticipate that EXHIBITS will be
attached to and become part of this Agreement during its term.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                Page 25 of 41
    24.2 Severability . This Agreement, to the greatest extent possible, shall be construed so as to give validity to all of the provisions hereof. If
any provision of this Agreement is or becomes invalid, is ruled illegal by a court of competent jurisdiction or is deemed unenforceable under
the current applicable law from time to time in effect during the term of this Agreement, the remainder of this Agreement will not be affected
or impaired thereby and will continue to be construed to the maximum extent permitted by law. In lieu of each provisions which is invalid,
illegal or unenforceable, there will be substituted or added as part of this Agreement by mutual written agreement of the parties, a provision
which will be as similar as possible, in economic and business objectives as intended by the parties to such invalid, illegal or unenforceable
provision, but will be valid, legal and enforceable.
   24.3 Waiver . No failure or delay by either party in exercising any right or remedy under this Agreement will waive any provision of this
Agreement. Nor will any single or partial exercise by either party of any right or remedy under this Agreement preclude it from otherwise or
further exercising any rights or remedies which it may have, or any other rights or remedies granted by any law or any related document.
   24.4 Enforcement . In the event an action is commenced by either party against the other to enforce any of the provisions of this Agreement,
the prevailing party shall be entitled to recover from the other party reasonable attorneys‘ fees, court costs and necessary disbursements
incurred in connection with such action.
    24.5 Licensor-Licensee Relationship. The relationship of the parties is that of independent contractors and licensor-licensee. Nothing herein
is intended or will be construed to establish any agency, partnerships, or joint ventures. Neither party has any authority to act for and/or to bind
the other party in any way or to represent that either is in any way responsible for the acts of the other, except as may be explicitly provided for
herein or authorized by the non-acting party in writing. Neither party is authorized or empowered to act as an agent for the other party for any
purpose, nor shall either party be bound by the acts or conduct of the other party.
    24.6 Assignablility . This Agreement binds and enures to the benefit of the parties, their successor or assigns, but may not be assigned by
either party without the prior written consent of the other party; provided however, that CERES shall have the right to assign its rights and
obligations under this Agreement to any AFFILIATED COMPANY and either party shall have the right to assign its rights and obligations
under this Agreement to a third party in conjunction with the transfer to the third party of substantially all of the assets of that party associated
with performance under this Agreement without prior consent.
    24.7 Force Majeure . No party shall be responsible to the other party for delay or failure in performance of any the obligations imposed by
this Agreement, provided such failure shall be occasioned by fire, flood, explosion, lightning, wind storm, hailstorm, earthquake, subsidence of
soil, failure of machinery or equipment or supply of materials, discontinuity in the supply of power, court order or governmental interference,
terrorist attacks, civil commotion, riot, war, strikes, labor disturbances, transportation difficulties, labor shortage, natural genetic variation of
any living matter or by any other cause of like or unlike nature beyond the reasonable control and without fault or negligence of such party.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                   Page 26 of 41
  24.8 Choice of Law . This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of
Delaware without regard to the principles of conflicts of law thereof.
      IN WITNESS WHEREOF , CERES and NOBLE have caused this Agreement to be duly executed as indicated below.


THE SAMUEL ROBERTS NOBLE FOUNDATION, INC.                                  CERES, INC.

By:         /s/ MICHAEL A. CAWLEY                                          By:         /s/ RICHARD FLAVELL
Name:       Michael A. Cawley                                              Name:       Richard Flavell, CBE, FRS
Title:      President                                                      Title:      Chief Scientific Officer
Date:       19 May 2006                                                    Date:       19 May 2006


                                                                           By:         /s/ RICHARD HAMILTON
                                                                           Name:       Richard Hamilton
                                                                           Title:      President & Chief Executive Officer
                                                                           Date:



CERES-NOBLE EVA, PROD & LIC Agreement                                                                                         Page 27 of 41
                                    EXHIBIT A — LICENSED VARIETY
                                             (Paragraph 1.8)

                                         LICENSE COMMENCEMENT      INTELLECTUAL PROPERTY
        LICENSED VARIETY                          DATE                     RIGHTS
           NF/GA993


CERES-NOBLE EVA, PROD & LIC Agreement                                              Page 28 of 41
                                                      EXHIBIT B — EVALUATION PLAN
                                                               (Paragraph 1.24)
                                  SEED PRODUCTION PLAN: PRE-BREEDER AND BREEDER SEED
• Establish a two (2) acre breeder field at NOBLE‘s Dupy Farm and one-quarter (0.25) acre breeder field at the University of Georgia (UGA),
  Athens, GA of NF/GA993. Goal: to produce 300 lbs of breeder seed per year for 2006, 2007, and 2008.
• Harvest seed from the pre-breeder field of NF/GA001 at Athens, GA. Goal: to produce 15 lbs of pre-breeder seed per year for 2006 and
  2007.
• Establish a 1/16 acre pre-breeder field of NF/GA002 at Ardmore, OK. Goal: to produce 5 lbs of pre-breeder seed per year for 2006, 2007,
  and 2008.
• Establish breeder fields of NF/GA991, NF/GA992, NF/GA001, and NF/GA002 as directed by the MANAGEMENT COMMITTEE.


                                           PLANTING / MANAGEMENT PLAN FOR
                                  NOBLE/CERES SWITCHGRASS BIOMASS PERFORMANCE TRIAL
• The NOBLE/CERES Switchgrass Performance Trial is a multi-location trial coordinated by NOBLE.
• Goal: to determine the biomass yield of NF/GA switchgrass experimentals compared to the standard checks ‗Alamo‘, ‗Kanlow‘, and
  ‗Cave-in-Rock‘ at multiple locations throughout the southern USA and the Southern great plains region.
• The test locations to be established in 2006 are: Athens, GA, Starkville, MS, Overton, TX, Ardmore, OK, and Stillwater, OK. NOBLE shall
  be responsible for contracting with each site, excluding Ardmore, OK, pursuant to the terms and obligations of this Agreement.
• At each location, multiple entries will be planted as replicated small plots. Plot size is 5‘ X 15‘ with 6 replications (randomized complete
  block design). However, if the investigator at each test location prefers wider plots, seed can be supplied to accommodate plot sizes of 7.5‘
  X 15‘ or 10‘ X 15‘. The site-investigator and NOBLE will discuss this matter prior to establishment of the plot and provision of any seed.
• The core entries that will be evaluated at all test locations are NF/GA991, NF/GA992, NF/GA993, NF/GA001, NFSG05-1 (NOBLE),
  Alamo (commercially available), Cave-in-Rock (commercially available) and Kanlow (commercially available).
• In addition to the baseline evaluations reference above, the entries Trialblazer (Univ of Nebraska), Shawnee (Univ of Nebraska), NSL
  2001-1 (Oklahoma State Univ), and SL93 2001-1 (Oklahoma State Univ) also will be evaluated at Overton, TX, Ardmore, OK, and
  Stillwater, OK.
• A seeding rate of 5lbs per acre pure live seed (PLS).
• Below is the NOBLE protocol, developed internally, that will apply to all test locations for the establishment and management of these
  trials.
      1.    Clean-till as soon as possible (April).

      2.    Roller pack after clean-till.

      3.    Wait for rain or irrigate to germinate annual weeds (4-5 weeks).


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                             Page 29 of 41
        4.       After weeds, seed switchgrass no-till at depth of 0.25‖.

        5.       Roller pack again if planter does not have heavy press wheels.

        6.       Immediately after planting, spray glyphosate within three (3) days to kill existing weeds.

        7.       Take notes on seedling emergence (e.g., each week score plots from 1 to 5 with 1=no emergence and 5=excellent emergence).
                 Promptly send such raw data available to NOBLE for statistical analysis.

        8.       After the majority of the switchgrass plots reaches 2-3 leaf stage, then spray 0.15oz Cimarron (Ally) for broadleaf weed control
                 and 1.3pt Dual + Atrazine for PRE weed control, do not apply crop oil with Atrazine.

        9.       Fertilize with 125 lbs N per acre as complete fertilizer (P and K amounts applied to soil test).

        10.      After switchgrass plants show good tillering, apply 2,4-D as needed.

        11.      Harvest (dry matter yield) in first year during September — October period. Promptly send such raw data available to NOBLE for
                 statistical analysis.

        12.      In the two subsequent years (2007 and 2008), the plan will be the same from #8 onward with the following exceptions: mow off
                 plants in April and then apply 0.15oz Cimarron (Ally) for broadleaf weed control and 1.3pt Dual + Atrazine; apply 125 lbs of N
                 fertilizer per acre (April); harvest again in September-October period.

DATA ANALYSIS AND REPORTING
  i.          Statistical analysis of the results will be carried out using standard statistical analysis of variance procedures.

  ii.         Noble will provide to the MANAGEMENT COMMITTEE:
                1.     Reports summarizing the results of the Performance Trial annually

                2.     Raw data generated during the performance of the trial annually

                3.     Samples of breeders seed after the first year
  •           Noble will report to the MANAGEMENT COMMITTEE on a quarterly basis on the status of the trial.

COSTS AND EXPENSES
Seed Production:
  •           All expenses will be paid by NOBLE.

Biomass Performance Trials
  •           Initial number of locations is five (5).

  •           Direct cost per (non-NOBLE) location is [***] per annum.

  •           NOBLE will assume any and all expense for any NOBLE site.

  •           CERES cost per annum (4 test sites): [***].

  •           Number of years: 3.

  •           CERES total cost: [***].


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                  Page 30 of 41
Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
                                    EXHIBIT C — NON-BINDING MARKETING PLAN FOR NF/GA993
                                                        (Paragraph 1.25)
1.    TIMING

      This MARKETING PLAN is to cover NF/GA993 for a five year period and shall be reviewed annually with adjustments made for further
      five (5) year periods in line with market conditions and the agronomic performance of NF/GA993. Production and sales shown below are
      estimates based on switchgrass as a forage grass and as a feedstock for bioconversion. Market conditions may improve if biorefineries are
      constructed. Construction of such biorefineries is expected to occur during the next 5 years. (see attached tentative projections for biomass
      market)

2.    POSITIONING

      NF/GA993 will be positioned in the highly productive pasture grass segment with claims of higher biomass and faster stand establishment
      than other available switchgrass varieties, NF/GA993 will also be positioned as the premier feedstock for bioconversion in the vicinity of
      any biorefinery using cellulosic biomass as a feedstock around which NF/GA993 demonstrates superior agronomic performance.
      NF/GA993 may also be positioned as a viable alternative forage in geographies where agronomic performance is adequate.




     Sales of NF/GA993 is likely to be best adapted in the southern US from Oklahoma, southern Kansas, southern Missouri to the east coast
     and south. CERES and NOBLE will test NF/GA993 farther north into Kansas, Colorado, Missouri, and Nebraska. Testing sites may also be
     established in California and Idaho. CERES will work with NOBLE to identify the range of adaptation for NF/GA993. States colored in
     blue in the figure have the highest potential acreage. States in green and red have significant potential but relatively small current grass
     acreage based on USDA data as shown in the table below. These areas have significant biomass yield potential and potential for
     construction of biorefineries, and it will be important to evaluate NF/GA993 to determine whether it is adapted to these growing areas.

                                                                                             Winter
                                                                         Hay                 Wheat               Sorghum                Total
                            State                                      (x1000)              (x1000)              (x1000)               (x1000)
KS                                                                      2,200                9,600                 2,650                14,450
TX                                                                      4,700                3,200                 2,000                 9,900
OK                                                                      2,700                3,900                   230                 6,830


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                Page 31 of 41
                                                                                                  Winter
                                                                              Hay                 Wheat             Sorghum             Total
                              State                                         (x1000)              (x1000)            (x1000)            (x1000)
MO                                                                           3,700                 570                120                 4,390
KY                                                                           2,200                 300                                    2,500
TN                                                                           1,850                 170                                    2,020
ID                                                                             300                 730                                    1,660
AR                                                                           1,330                 165                                    1,495
VA                                                                           1,190                 170                                    1,360
NC                                                                             680                 440                 13                  1133
CA                                                                             520                 260                 12                   877
GA                                                                             650                 160                 30                   840
MS                                                                             700                  90                 28                   818
AL                                                                             760                  50                  6                   816
LA                                                                             400                 120                 95                   615
SC                                                                             330                 170                  6                   506
FL                                                                             265                  14                                      279
3.   PROMOTION

     Promotional activities will include:
      •     Articles and advertising in relevant magazines

      •     Advertising and promotions on the web

      •     On farm testing and testimonials

      •     Bulletins of results of state yield trials

      •     Grower meetings
4.   DISTRIBUTION

     Several distribution channels are under consideration. Sales and marketing activities are planned to begin in 2007 and increase as
     production ramps up:
      •     Establishment of a sales force and distribution network and/or distribution through existing distribution systems such as retail
            outlets and regional seed companies. This activity is planned to begin in 2006 and expand as needed.

      •     Direct sales to farmers. This is particularly likely in the vicinity of biomass conversion facilities

      •     Web based direct sales
5.   EVALUATION

     The EVALUATION PLAN is described in detail in Exhibit B .

6.   PROTECTION

     US PVP filing is planned for 2008 pending data acquisition described in Exhibit B .

7.   SEED SALES

     All current sales projections are for US sales. Activities will begin in 2008 to determine whether switchgrass seed can be sold ex-US and
     in which markets. Sales plans for any selected markets will be established in 2009. Projections are for COMMERCIAL SEED.
     Discounted, unbranded (i.e., variety not stated) sales may occur in case of low purity or low germination quality.
CERES-NOBLE EVA, PROD & LIC Agreement   Page 32 of 41
     The following table summarizes estimated COMMERCIAL SEED production acreage and royalties based on sales of the LICENSED
     VARIETY as a forage grass assuming a four (4) pound seeding rate, wholesale price of $3.00 per pound and a royalty rate of [***]:

         Production                 Planting                  Certified             Pounds                                          Projected
           Season                   Season                     Acres                of Seed                  Sales                   Royalty
           2008                      2009                         [***]             [***]                    [***]                   [***]
           2009                      2010                         [***]             [***]                    [***]                   [***]
           2010                      2011                         [***]             [***]                    [***]                   [***]
           2011                      2012                         [***]             [***]                    [***]                   [***]
           2012                      2013                         [***]             [***]                    [***]                   [***]
           2013                      2014                         [***]             [***]                    [***]                   [***]
           2014                      2015                         [***]             [***]                    [***]                   [***]
           2015                      2016                         [***]             [***]                    [***]                   [***]
           2016                      2017                         [***]             [***]                    [***]                   [***]
           2017                      2018                         [***]             [***]                    [***]                   [***]
8.       ROYALTY INCOME

         See table above for non-binding estimated royalty payments and commencement date of payment.

9.       SEED PRODUCTION

         See table above for non-binding estimated COMMERCIAL SEED production for the pasture grass segment, land area to be sown,
         estimated production and harvest date. The attached table shows non-binding estimates for biomass for bioconversion facilities. CERES
         will:
     •        Identify growers and establish grower contracts by spring 2008

     •        Lease, build or buy a production facility by fall 2008

     •        Establish quality testing capability by fall 2008


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                              Page 33 of 41




                      Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission
                                                                                      Tentative projections for biomass market




                          2005        2006                 2007                     2008                         2009                         2010                         2011                         2012                             2013
                          Fall   Spring    Fall   Spring          Fall     Spring          Fall         Spring          Fall         Spring          Fall         Spring          Fall         Spring          Fall             Spring          Fa




                                                                                                                                                                                                                            4
                                                                                                                                                                                                                            1
                                                                                                                                                                                                                            8




                                                                                                                                                                                                                            3
                                                                                                                                                                                                                            9
                                                                                                                                                                                                                            7
Pounds of breeders seed    15               300                     300                           540                          513                          487                          463                          440

                                                                                                                                                                                                                            0
                                                                                                                                                                                                                            %




                                                                                                                                                                                                                            0
                                                                                                                                                                                                                            %



    Percent breeders
        production                  50 %              0%                        0%                               0%                           0%                           0%                           0%

                                                                                                                                                                                                                            0
                                                                                                                                                                                                                            %




                                                                                                                                                                                                                            0
                                                                                                                                                                                                                            %

    Percent
        foundation
        production                                   80 %                       0%                               0%                           0%                           0%                           0%

                                                                                                                                                                                                                            5
                                                                                                                                                                                                                            %




                                                                                                                                                                                                                            5
                                                                                                                                                                                                                            %




    Percent R&D                     50 %             20 %                      20 %                              5%                           5%                           5%                           5%




Pounds of foundation
    seed                                                          28,000                     28,000                       56,000                       56,000                       56,000                       56,000
                                                                                                       5
                                                                                                       6
                                                                                                        ,
                                                                                                       0
                                                                                                       0
                                                                                                       0




                                                                                                       5
                                                                                                       6
                                                                                                        ,
                                                                                                       0
                                                                                                       0
                                                                                                       0



                                                                                                       0
                                                                                                       %




                                                                                                       0
                                                                                                       %



    Percent registered
        production        1%              0%             0%             0%              0%




    Percent
        commercial
        production       74 %




    Percent marketing    25 %




                                                                                                       2
                                                                                                       0
                                                                                                        ,
                                                                                                       7
                                                                                                       8
                                                                                                       2




                                                                                                       2
                                                                                                       0
                                                                                                        ,
                                                                                                       7
                                                                                                       8
Pounds of registered                                                                                   2
    seed                        32,667          62,067        94,733          71,050          46,183
    Percent
         commercial                                                                                    5
         production                      10 %            0%            25 %            35 %            5
                                                                                                               %




                                                                                                               0
                                                                                                               %




                                                                                                               1
                                                                                                               0
                                                                                                                ,
                                                                                                               7
                                                                                                               1
                                                                                                               3
                                                                                                                ,
                                                                                                               9
                                                                                                               9
                                                                                                               5




                                                                                                               9
                                                                                                                ,
                                                                                                               0
                                                                                                               7
                                                                                                               8
                                                                                                                ,
                                                                                                               7
                                                                                                               8
Pounds of commercial                                                                                           4
    seed               2,417,333          3,523,644          3,855,538          4,300,828          6,954,512

                                                                                                               1
                                                                                                               0
                                                                                                               %




                                                                                                               1
                                                                                                               0
                                                                                                               %




   Percent marketing               10 %               10 %               10 %               10 %

                                                                                                               6
                                                                                                               0
                                                                                                               %




                                                                                                               6
                                                                                                               0
                                                                                                               %

   Percent
       commercial
       sale                        60 %               60 %               60 %               60 %

                                                                                                               3
                                                                                                               0
                                                                                                               %




                                                                                                               3
                                                                                                               0
                                                                                                               %
   Percent carryover               30 %               30 %               30 %               30 %
                                                                                                                                                    0




Pounds breeders seed                                                                                                                                0
    production           350     350                 350                     0                     0                     0                     0




                                                                                                                                                    0




Pounds foundation seed                                                                                                                              0
    production             0   28,000             28,000                28,000                     0                     0                    —




                                                                                                                                                    —




Pounds registered seed                                                                                                                              0
    production             0       0              32,667                32,667                32,667                     0                    —




                                                                                                                                                    8
                                                                                                                                                     ,
                                                                                                                                                    6
                                                                                                                                                    2
                                                                                                                                                    7
                                                                                                                                                     ,
                                                                                                                                                    6
                                                                                                                                                    4
                                                                                                                                                    1




                                                                                                                                                    5
                                                                                                                                                     ,
                                                                                                                                                    8
                                                                                                                                                    6
                                                                                                                                                    4
                                                                                                                                                     ,
                                                                                                                                                    5
                                                                                                                                                    8
Pounds commercial                                                                                                                                   5
    seed production        0       0            2,417,333             2,798,444             2,798,444             3,144,167             5,664,264

                                                                                                                                                    6
                                                                                                                                                    9
                                                                                                                                                    5
                                                                                                                                                     ,
                                                                                                                                                    4
                                                                                                                                                    5
                                                                                                                                                    1




Total pounds used for
    marketing                           7,000               241,733               352,364               385,554               430,083
                                                                                            1
                                                                                             ,
                                                                                            0
                                                                                            7
                                                                                            1
                                                                                             ,
                                                                                            3
                                                                                            9
                                                                                            9




                                                                                            2
                                                                                            2




                                                                                            2
                                                                                            1




Total pounds used for
    R&D                 7.5    60     60          27          26          24    23.149125

                                                                                            4
                                                                                             ,
                                                                                            1
                                                                                            7
                                                                                            2
                                                                                             ,
                                                                                            7
                                                                                            0
                                                                                            7




                                                                                            6
                                                                                             ,
                                                                                            4
                                                                                            2
                                                                                            8
                                                                                             ,
                                                                                            3
                                                                                            9
                                                                                            7




Total pounds for
    commercial sale                         1,450,400   2,114,187   2,313,323   2,580,497




                                                                                            9
                                                                                            8
                                                                                            2
                                                                                             ,
                                                                                            1
                                                                                            0
                                                                                            6




                                                                                            1
                                                                                             ,
                                                                                            4
                                                                                            9
                                                                                            9
                                                                                             ,
                                                                                            9
                                                                                            6
                                                                                            6




Total new acreage        4    100   8,420    339,525     493,319     547,678      610,413
    Breeder‘s            1      0       0          0           0           0            0
    production                                                              0
    acres




                                                                            0




                                                                            0




                                                                            0



Foundation
    production
    acres          0   80      0         0         0         0         0

                                                                            0




                                                                            0



Registered
    production
    acres          0   0      93         0         0         0         0

                                                                            8
                                                                             ,
                                                                            4
                                                                            6
                                                                            7




                                                                            0



Commercial
   production
   acres           0   0    6,907     1,089        0      7,894     8,289

                                                                            1
                                                                            3
                                                                            9
                                                                             ,
                                                                            0
                                                                            9
                                                                            0




                                                                            2
                                                                            1
                                                                            4
                                                                             ,
                                                                            2
                                                                            8
                                                                            0




Marketing acres    0   0    1,400    48,347    70,473    77,111    86,017

                                                                            7




                                                                            7




R&D acres          3   20     20         9         9         8         8

                                                                            8
Commercial acres   0   0       0    290,080   422,837   462,665   516,099   3
                                                                                   4
                                                                                    ,
                                                                                   5
                                                                                   4
                                                                                   1




                                                                                   1
                                                                                    ,
                                                                                   2
                                                                                   8
                                                                                   5
                                                                                    ,
                                                                                   6
                                                                                   7
                                                                                   9




                                                                                   2
                                                                                    ,
                                                                                   9
                                                                                   7
                                                                                   1
                                                                                    ,
                                                                                   9
                                                                                   5
                                                                                   1




                                                                                   4
                                                                                    ,
                                                                                   1
                                                                                   2
                                                                                   5
                                                                                    ,
                                                                                   5
                                                                                   8
                                                                                   7




Total acreage        4   104   8,524   348,047   841,286   1,381,961   1,991,265

                                                                                   0




                                                                                   0



    Breeder‘s
        production
        acres        1    1       1         0         0           0           0

                                                                                   0




                                                                                   0



    Foundation
        production
        acres        0    80     80        80         0           0           0

                                                                                   0

    Registered
        production
        acres        0    0      93        93        93           0           0
                                                                                0




                                                                                2
                                                                                4
                                                                                 ,
                                                                                6
                                                                                5
                                                                                0




                                                                                1
                                                                                6
                                                                                 ,
                                                                                7
                                                                                5
                                                                                6



Commercial
   production
   acres           0   0    6,907     7,996     7,996      8,983      16,184

                                                                                4
                                                                                2
                                                                                1
                                                                                 ,
                                                                                0
                                                                                3
                                                                                7




                                                                                5
                                                                                8
                                                                                6
                                                                                 ,
                                                                                9
                                                                                7
                                                                                0




Marketing acres    0   0    1,400    49,747   120,220    197,330     283,347

                                                                                4
                                                                                1




                                                                                3
                                                                                9




R&D acres          3   23     43        52        60          66          53

                                                                                2
                                                                                 ,
                                                                                5
                                                                                2
                                                                                6
                                                                                 ,
                                                                                2
                                                                                2
                                                                                3




                                                                                3
                                                                                 ,
                                                                                5
                                                                                2
                                                                                1
                                                                                 ,
                                                                                8
                                                                                2
                                                                                2




Commercial acres   0   0       0    290,080   712,917   1,175,582   1,691,681
CERES-NOBLE EVA, PROD & LIC Agreement   Page 34 of 41
                               EXHIBIT D — (MODEL) SUBCONTRACTOR EVALUATION AGREEMENT
                                                      (Paragraph 2.2.1)
A. Recipient:

B. Address:

C. Plant Material:

                   SPECIES                                        CODE/DESCRIPTION                                            WEIGHT


D. Research Purpose: Variety production evaluation and performance testing with                   .

E.    Location for Conduct of Research:
The <<INSTITUTION>> (―Provider‖) will provide the Recipient the Plant Material subject to the following terms and conditions:
     1. The Recipient shall use the Plant Material solely for the Research Purpose.
   2. Provider is (i) owner of all or a portion of the intellectual property rights in the Plant Material and/or (ii) licensee of all or a portion of the
intellectual property rights in the Plant Material.
   3. Without the prior written consent of Provider, the Recipient shall not use the Plant Material, seed, or any product derived therefrom in any
form of reselection, breeding, sexual crossing, seed production, back crossing, tissue culturing, mutagenesis, genetic transformation or any
biotechnological process, except as specifically approved in this Agreement.
   4. The Recipient shall not supply or otherwise transfer the Plant Material or any products or progeny derived therefrom, be it seed or
vegetative material, to any other person or entity without the prior written permission from an authorized representative of Provider.
     5. The Recipient shall take all precautions to prevent theft or pilferage of any material related to and including the Plant Material.
   6. The Recipient shall voluntarily provide Provider the results of any evaluation using this Plant Material, including any proposed
publication concerning the Plant Material.
   7. The Recipient will be free to publish the research results from the evaluation contemplated by this Agreement; provided however, the
Recipient must provide Provider any proposed publication at least thirty (30) days prior to submission. Provider will review such proposed
publication for the need of intellectual property protection and/or to identify any inadvertent disclosure of proprietary information. If necessary,
the Recipient agrees to (i) delay publication by no more than sixty (60) days to enable the filing of an application for intellectual property
protection and/or (ii) remove any proprietary information identified by Provider.
     8. Provider represents that it has the right to transfer the Plant Material under this Agreement.


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                     Page 35 of 41
   9. At the end of the evaluation trial, the Recipient shall, at the option of Provider, (i) return to Provider all unused Plant Material supplied by
Provider and all materials, regardless of type, produced from the Plant Material or (ii) destroy all unused Plant Material supplied by Provider
and all materials, regardless of type, produced from the Plant Material. The Recipient agrees that all such unused Plant Material and all
materials, regardless of type, produced from the Plant Material are the property of Provider.
  10. The Recipient acknowledges and agrees that Provider shall not be liable for any damages or loss that may arise from testing of the Plant
Material.
    11. The Recipient acknowledges and accepts that the Plant Material is being supplied with no warranties, expressed or implied. In particular,
as the use of the Plant Material is limited to the furtherance of the Research Purpose, there is no basis for and no warranty given for fitness for a
particular purpose or merchantability.
Organization:
Recipient:

                          Date


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                                  Page 36 of 41
                      EXHIBIT E — COPIES OF UGARF-NOBLE LICENSE AGREEMENTS
                                     FOR THE LICENSED VARIETY
                                             (Paragraph 19)


CERES-NOBLE EVA, PROD & LIC Agreement                                        Page 37 of 41
                                                           LICENSE AGREEMENT
   THIS AGREEMENT, dated the 15 th day of May, 2006 (―Effective Date‖), is made between the UNIVERSITY OF GEORGIA
RESEARCH FOUNDATION, INC., a Georgia nonprofit corporation with an office located in the Boyd Graduate Studies Research Center,
Athens, Georgia 30602-7411 (hereinafter referred to as ―UGARF‖), and THE SAMUEL ROBERTS NOBLE FOUNDATION, INC., an
Oklahoma nonprofit corporation with principal offices at 2510 Sam Noble Parkway, Ardmore, Oklahoma 73401 (hereinafter referred to as
―NOBLE‖).
                                                               WITNESSETH
   WHEREAS, UGARF and NOBLE are parties to a Material Transfer, Testing, and Parental Crossing Agreement, dated May 1, 2004
(―MTA‖), which permitted the initial transfer to NOBLE of seed for certain cultivars (―Selections‖), which included a switchgrass Selection
hereinafter referred to as ―GA993‖; and
   WHEREAS, UGARF is the assignee of all right, title, and interest in inventions, including the Selections, developed by employees of The
Board of Regents of the University System of Georgia (hereinafter ―Board of Regents‖) working at The University of Georgia (―UGA‖) and is
responsible for the protection and commercial development of such inventions; and
  WHEREAS, UGA researcher(s), during the course of their employment at UGA, developed GA993, which is suitable as a forage, range
management crop and/or biomass crop; and
   WHEREAS, NOBLE, through its facilities and experience, has the ability to produce, evaluate and improve GA993 and, through its market
relationships, has the ability to market GA993 in the appropriate marketplaces; and
  WHEREAS, NOBLE wishes to obtain certain exclusive rights to use, produce and sell GA993 seed directly and/or indirectly through a
Sublicensee(s); and
   WHEREAS, UGARF desires to grant such rights through this Agreement, subject to the terms and obligations set forth herein, which
supersedes any prior or contemporaneous representations, understandings and agreements, whether oral or written relating to the subject matter
hereof;
   NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows:
                                                        ARTICLE I. DEFINITIONS
  1.1 ―Licensed Variety‖ means the GA993 switchgrass variety developed at UGA, a sample of which seed will be submitted to the Plant
Variety Protection Office of the United


CERES-NOBLE EVA, PROD & LIC Agreement                                                                                            Page 1 of 13
States Department of Agriculture, wherein this provision will be amended by letter agreement after the Effective Date to reflect the date of such
submission and the related application number for any plant variety rights (e.g., United States plant variety protection certificate).
   1.2 ―Breeder Seed‖ means seed of Licensed Variety that is identified by the breeder as being of a suitable standard of physical and genetic
purity to produce Foundation Seed.
   1.3 ―Foundation Seed‖ means that seed produced from plants grown directly from Breeder Seed, cultivated according to certification
regulations and meets the specifications of the official seed certifying agency of the state in which said seed is/was produced.
   1.4 ―Registered Seed‖ means that seed produced from plants grown directly from Foundation Seed, cultivated according to certification
regulations and meets the specifications of the official seed certifying agency of the state in which said seed is/was produced.
   1.5 ―Certified Seed‖ means that seed produced from plants grown directly from Foundation Seed or Registered Seed, cultivated according to
certification regulations and that meets the specifications of the official seed certifying agency of the state in which said seed is/was produced.
    1.6 ―Non-certified Seed‖ means seed produced from plants cultivated according to certification regulations of the official seed certifying
agency of the state in which said seed was grown, but which such seed does not meet the specifications of Certified Seed but may still be sold
as the Licensed Variety.
   1.7 ―Commercial Seed‖ means Registered Seed, Certified Seed or Non-certified Seed produced directly from Foundation Seed or Registered
Seed that is sold for purposes other than seed production.
   1.8 ―Sublicenses‖ mean licenses granted by NOBLE to third parties (―Sublicensees‖), as authorized by this Agreement.
   1.9 ―Indemnitees‖ mean UGARF, UGARF‘s officers and directors, the Board of Regents, and the Board of Regents‘ employees at UGA.
   1.10 ―Licensed Sales Territory‖ shall mean the United States and all other countries of the world.
   1.11 ―Licensed Production Territory‖ shall mean the United States and all other countries of the world.
   1.12 ―Affiliate‖ means any entity that controls, is controlled by or is under common control with Licensee, where ―control‖ means beneficial
ownership of more than