> MATERIAL TRANSFERT AGREEMENT
>
> FOR ACADEMIC RESEARCH PURPOSE ONLY
>
> WITH ACADEMIC AND NON-PROFIT ORGANIZATION\*

[BETWEEN :]{.underline}

> GENOPLANTE-VALOR
>
> Société par actions simplifiée au capital de 3.810.000 euros,
> organized under the law of France
>
> Hereinafter referred to as « GENOPLANTE-VALOR » 
>
> Whose registered office is located at : 93 rue Henri Rochefort
>
> 91025 EVRY Cedex
>
> FRANCE
>
> Represented by Mr. Pierre Malvoisin
>
> In his capacity as General Manager

[AND:]{.underline}

> INSTITUT NATIONAL DE LA RECHERCHE AGRONOMIQUE
>
> French Public Research Institute
>
> Hereinafter referred to as « INRA »
>
> Whose registered office is located at : 147, rue de l'Université
>
> 75338 PARIS Cedex 07
>
> FRANCE....................................
>
> Acting for its laboratory "UMR INRA-UBP, Amélioration et Santé des
> Plantes", located at Clermont-Ferrand
>
> (hereinafter INRA's Laboratory)
>
> Represented by Pierre SOURDILLE
>
> In his/her capacity as Scientifc Coordinator
>
> on one hand,
>
> INRA and GENOPLANTE-VALOR are hereinafter collectively referred to as
> the « GENOPLANTE PARTIES ».

[AND :]{.underline}

> *................................................\...(.insert correct
> designation of the entity)*
>
> Hereinafter referred to as the « RECIPIENT »
>
> Whose registered office is located at : (*insert address)*
> \.......................................
>
> ....................................
>
> Acting on its behalf and on behalf of ......................, *(insert
> the research laboratory involved)*
>
> Represented by *(insert the name of the scientist involved)*
>
> In his/her capacity as *(insert the function of the scientist)*

on the other hand.

Each hereinafter referred to as a "PARTY" collectively referred to as
the « PARTIES ».

*\*if you represent a profit organization or if you perform research
supported by a private for profit organization you can not use this
MTA.*

[WHEREAS :]{.underline}

GENOPLANTE-VALOR participates in the scientific consortium agreement
signed on September 10, 2001 entitled GENOPLANTE-RECHERCHE (hereinafter
« GENOPLANTE »), together with "INRA", CNRS, CIRAD, IRD, BIOGEMMA SAS,
BAYERCROPSCIENCE SA, GIE BIOPLANTE ("GENOPLANTE MEMBERS").

GENOPLANTE-VALOR is a private company, which owns, manages, protects,
and exploits all the intellectual property rights and know-how generated
within the framework of GENOPLANTE.

GENOPLANTE-VALOR is the owner of a French patent granted N°0200305 and
an international patent application N° PCT/FR2003/000082 filed on
January 10^th^, 2003, which patent and patent application cover certain
wheat microsatellite markers.

Furthermore GENOPLANTE-VALOR possesses the proprietary rights to
additional wheat microsatellite markers, which have not been made
publicly available.

Primers of wheat microstellite markers defined in Article 1 (hereinafter
the "MATERIAL"), property of GENOPLANTE-VALOR, have been generated
within the framework of a GENOPLANTE's program. MATERIAL may be covered
by the above patent and patent application.

The RECIPIENT is interested to access to the MATERIAL for conducting an
in-house research program for academic purposes. In this Agreement,
"academic purposes" means basic research with publication and
dissemination to the public of the knowledge generated by the use of the
MATERIAL.

The RECIPIENT represents an academic and non-profit organization.

GENOPLANTE PARTIES are willing to provide the RECIPIENT with the
MATERIAL under certain conditions.

[IN CONSEQUENCE WHEREOF THE PARTIES AGREE AS FOLLOWS :]{.underline}

[ARTICLE 1. MATERIAL AND RELEASE LIMITATION]{.underline}

1.  The MATERIAL which is covered by this Agreement consists of:

> \- an aliquot sufficient for 200 (two hundred) reactions of 25 (twenty
> five) gpw wheat microsatellite primer pairs listed in Annex 1
> attached.

1.2 The MATERIAL is being supplied on a non-exclusive basis for the sole
purpose of conducting the in-house academic research work defined in
Annex 2 (hereinafter « the RESEARCH »).

> The RESEARCH will be carried out at the RECIPIENT's laboratory and
> under the supervision of the responsible scientist, both defined in
> said Annex 2*.*

1.3 Accordingly, the RECIPIENT undertakes to use the MATERIAL solely for
this above purpose.

> The RECIPIENT agrees that:

-   The MATERIAL will not be used neither outside its laboratory nor for
    any other purpose than the intended RESEARCH.

-   The MATERIAL is not allowed to be used for research supported by a
    private for profit organization nor for any commercial purposes.

> The RECIPIENT shall not transfer, even free of charge, the MATERIAL,
> in all or in part, to third parties without the prior written consent
> of GENOPLANTE-VALOR.
>
> The RECIPIENT assures that the MATERIAL will be handled only by those
> with sufficient skill, knowledge, experience and ability to use the
> MATERIAL.

[ARTICLE 2. DELIVERY]{.underline}

2.1 The MATERIAL will be supplied to the RECIPIENT by the INRA's
Laboratory, at the RECIPIENT's sole costs and risks, in compliance with
all relevant national or international regulations applicable to the
biological material.

> The MATERIEL will be sent to RECIPIENT after signature of this
> Agreement by both Parties and payment by RECIPENT to INRA of a sum of
> 100 (one hundred) euros plus VAT --if applicable- covering production,
> administrative and shipping fees of the INRA's Laboratory, on
> presentation of invoice issued by INRA.
>
> This sum shall be paid to INRA on Trésor Public Clermont-Ferrand
>
> 10071 63000 00001004038.

2.2 Said transfer shall be carried under the scientific coordination
responsibility of GENOPLANTE's scientist defined in Annex 1.

[ARTICLE 3. OWNERSHIP OF MATERIAL AND RIGHTS ON RESULTS]{.underline}

3.1 GENOPLANTE-VALOR is recognized as the exclusive owner of the
MATERIAL supplied to the RECIPIENT and the intellectual property rights
relating to it.

> Except as provided in this Agreement, no express or implied licenses
> or other rights are provided to the RECIPIENT under any patents,
> patents application, know-how or other property rights of
> GENOPLANTE-VALOR. In particular, no express or implied licenses or
> other rights are provided to use the MATERIAL or any related patents
> of GENOPLANTE-VALOR for commercial purposes.
>
> If the RECIPIENT desires to use the MATERIAL for commercial purposes,
> the RECIPIENT shall first negotiate and obtain a commercial license
> from GENOPLANTE-VALOR. It is understood by the RECIPIENT that
> GENOPLANTE-VALOR have no obligation to grant such a license to the
> RECIPIENT, and may grant exclusive or non-exclusive license to others,
> or sell or assign all or parts of the rights in the MATERIAL to any
> third party, subject to any-pre-existing rights held by others.

If interested in developing collaboration with third parties or pursuing
in-house research work, the RECIPIENT should contact GENOPLANTE-VALOR to
obtain sequences corresponding to MATERIAL, under a separate agreement
to sign with GENOPLANTE-VALOR.

3.2 The RECIPIENT agrees to inform the GENOPLANTE PARTIES of the results
obtained with the MATERIAL simultaneously to publication submission.
GENOPLANTE PARTIES are allowed to communicate, in confidence until
publication, these results to GENOPLANTE MEMBERS, which are bound by
confidentiality within GENOPLANTE. GENOPLANTE MEMBERS may use these
results for research and development purposes for GENOPLANTE's programs
or their own programs.

3.3 No patent nor intellectual property right will be taken by the
RECIPIENT from the results obtained from the MATERIAL unless a specific
agreement with GENOPLANTE-VALOR is signed.

[ARTICLE 4. INTEGRITY OF THE MATERIAL]{.underline}

**4.1** It is expressly forbidden to handle or transform the MATERIAL in
any way, which may affect GENOPLANTE-VALOR's rights over the MATERIAL
without the prior written consent of GENOPLANTE-VALOR.

2.  **The RECIPIENT is not authorized:**

-   **to sequence the MATERIAL provided under this Agreement**

**- to combine, blend or incorporate the MATERIAL into other material
(whether or not of biological nature) except for the purpose of the
RESEARCH.**

[ARTICLE 5. PUBLICATIONS]{.underline}

5.1 The source of the MATERIAL shall be acknowledged by the RECIPIENT in
any publication.

**5.2** The RECIPIENT shall send a copy of any publication to
GENOPLANTE-VALOR attention to: I.P. administrator, GENOPLANTE-VALOR SAS,
93 rue Henri Rochefort, 91025 Evry Cedex France Fax : + 33 1 69 47 54 10

[ARTICLE 6. CONFIDENTIALITY]{.underline}

**6.1** The RECIPIENT acknowledges the confidential nature of the
MATERIAL and agrees:

\- to limit access to the MATERIAL only to personnel involved in
RESEARCH.

-   to oblige all personnel involved in the RESEARCH to comply with the
    provisions hereof.

-   to take all reasonable measures to avoid this personnel disclosing
    any or all the MATERIAL, or any information relating to it, to a
    third party without the prior express written consent of
    GENOPLANTE-VALOR.

**6.2** All exchange, in written or oral form, between the PARTIES, will
be bound by confidentiality.

[ARTICLE 7. WARRANTY]{.underline}

7.1 The MATERIAL provided hereunder is understood to be experimental in
nature and may have hazardous properties.

[**7.2** The MATERIAL is provided without warranty of merchantability or
fitness for a particular purpose or any other warranty, express or
implied.]{.smallcaps} genoplante-VALOR [makes no representation or
warranty that the use of the MATERIAL will not infringe any patent or
other proprietary right.]{.smallcaps}

[ARTICLE 8. LIABILITY]{.underline}

8.1 The RECIPIENT shall handle the MATERIAL in compliance with all laws
and governmental regulations and guidelines applicable to the MATERIAL
at the time of use.

The RECIPIENT undertakes to oblige all personnel involved in the
RESEARCH to comply with the provision hereof.

**8.2** In no event shall GENOPLANTE-VALOR be liable for any use by the
RECIPIENT of the MATERIAL or any loss, claim, damage or liability, of
whatsoever kind of nature, which may rise from or in connection with
this Agreement or the use, handling or storage of the MATERIAL.

**8.3** The RECIPIENT will hold GENOPLANTE-VALOR harmless and indemnify
GENOPLANTE-VALOR for any loss from the RECIPIENT's use, handling,
storage or other activity connected with the MATERIAL.

**[ARTICLE 9. TERM]{.underline}**

**9.1** This Agreement shall come into force on the latest date of
signature for the expected duration of the RESEARCH as defined in Annexe
2, unless sooner terminated.

**9.2** On the expiry of this Agreement, GENOPLANTE-VALOR can ask the
RECIPIENT to send back the MATERIAL, at the RECIPIENT's cost or destroy
it and produce a notification of due destruction.

**9.3** Articles 3, 5, 6, 7, 9 and 10 remain in full force after
expiration of the Agreement.

**[ARTICLE 10. GOVERNING LAW AND DISPUTES RESOLUTION]{.underline}**

**10.1** This Agreement shall be construed and governed by the laws of
France.

**10.2** The PARTIES shall endeavour to reach an amicable arrangement in
the event of any disputes arising out of the interpretation or the
performance of this agreement. Failing this, the PARTIES shall refer the
dispute to the French courts.

Made in three counterparts

+-----------------------------------+-----------------------------------+
| GENOPLANTE-VALOR                  | THE RECIPIENT                     |
+-----------------------------------+-----------------------------------+
| Signature:                        | Signature:                        |
+-----------------------------------+-----------------------------------+
| Print name:                       | Print name:                       |
+-----------------------------------+-----------------------------------+
| Position:                         | Position:                         |
+-----------------------------------+-----------------------------------+
| Date:                             | Date:                             |
+-----------------------------------+-----------------------------------+
|                                   |                                   |
+-----------------------------------+-----------------------------------+
| INRA                              | understood and agreed:            |
|                                   |                                   |
|                                   | RESPONSIBLE SCIENTIST at          |
|                                   |                                   |
|                                   | THE RECIPIENT                     |
+-----------------------------------+-----------------------------------+
| Signature:                        | Signature:                        |
+-----------------------------------+-----------------------------------+
| Print name:                       | Print name:                       |
+-----------------------------------+-----------------------------------+
| Position:                         | Position:                         |
+-----------------------------------+-----------------------------------+
| Date:                             | Date:                             |
+-----------------------------------+-----------------------------------+

**Annex 1 of the Material Transfer Agreement -**

**GENOPLANTE PARTIES to the RECIPIENT**

**1.1 Description of the MATERIAL**

*(include a list of 25 gpw SSRs)*

MATERIAL was generated within the GENOPLANTE's program: Development of
new molecular markers for the improvement of the bread wheat genetic map
(CP1P2).

1.2 INRA's Laboratory providing MATERIAL:

*UMR INRA-Université Blaise Pascal*

*Amélioration et Santé des Plantes*

*Domaine de Crouelle*

*234 Avenue du Brézet*

*63039 Clermont-Ferrand cedex 2 - France*

1.3 GENOPLANTE's scientist for MATERIAL transfer

Dr Pierre SOURDILLE

Genetic and Physical Mapping Unit

**Annex 2 of the Material Transfer Agreement**

**GENOPLANTE PARTIES to the RECIPIENT**

2.1 RECIPIENT's RESEARCH:

*(please insert title and describe briefly the research work of the
RECIPIENT)*

2.2 RECIPIENT's Laboratory and RECIPIENT Responsible Scientist:

*(Please insert name of the laboratory and its address, name and
position of the responsible scientist)*

2.3 Expected duration of the RESEARCH: