##### Table of Contents





As filed with the
    Securities and Exchange Commission on June 27,
    2011
 
 
 Registration No. 333-174405
 
      UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    
   Amendment No. 1
 
 
 to
 
 Form S-1
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
      CERES, INC.
 (Exact name of registrant as
    specified in its charter)
      Delaware(State or other jurisdiction
    of
    incorporation or organization)

100(Primary Standard
    Industrial
    Classification Code Number)

33-0727287(I.R.S. Employer
    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.
    Shearman & Sterling LLP
    599 Lexington Avenue
    New York, New York 10022
    Telephone:
    (212) 848-4000
    Facsimile:
    (212) 848-7179

Kevin P. Kennedy, Esq.
    Simpson Thacher & Bartlett LLP
    2550 Hanover Street
    Palo Alto, California 94304
    Telephone: (650) 251-5130
    Facsimile: (650) 251-5002       Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
  o
  12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller reporting
    company o (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.




---



##### Table of Contents



The
information in this preliminary prospectus is not complete and
may be changed. These securities may not be sold until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell nor does it seek an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.


Subject to Completion. Dated
    June 27, 2011.
 
  Shares
  
  Common Stock
         
  See Risk Factors on page 12 to read about
    factors you should consider before buying shares of the common
    stock.
 
      Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or passed upon the adequacy or accuracy of this
    prospectus. Any representation to the contrary is a criminal
    offense.
      Per Share


TotalInitial public offering price

$



$Underwriting discount

$



$Proceeds, before expenses, to Ceres

$



$           Goldman,
    Sachs & Co.
    Barclays Capital    
   Piper Jaffray




---



##### Table of Contents



Ceres staff walk among sorghum plants near College Station, Texas.
Ceres, Inc.




---



##### 



TABLE OF
    CONTENTS
   
 
 PageProspectus Summary


1The Offering


8Summary Consolidated Financial Data


9Risk Factors


12Special Note Regarding Forward-Looking
    Statements


37Market and Industry Data


37Use of Proceeds


38Dividend Policy


39Capitalization


40Dilution


43Selected Consolidated Financial Data


45Managements Discussion and Analysis of
    Financial Condition and Results of Operations


47Business


74Management


105Compensation Discussion and Analysis


116Equity Compensation Plan Information


131Certain Relationships and Related Party
    Transactions


132Principal Stockholders


134Description of Capital Stock


139Shares Eligible for Future Sale


144Material United States Federal Tax Consequences
    for Non-U.S.
    Holders


146Underwriting


149Legal Matters


153Experts


153Where You Can Find Additional Information


153Index to Consolidated Financial Statements


F-1EX-23.1  
       Through and
    including          ,
    2011 (the 25th day after the date of this prospectus), all
    dealers effecting transactions in these securities, whether or
    not participating in this offering, may be required to deliver a
    prospectus. This is in addition to a dealers obligation to
    deliver a prospectus when acting as an underwriter and with
    respect to an unsold allotment or subscription.
         i




---



##### Table of Contents



PROSPECTUS
    SUMMARY  This summary highlights information contained elsewhere in
    this prospectus and does not contain all of the information you
    should consider in making your investment decision. You should
    read this summary together with the more detailed information,
    including our financial statements and the related notes,
    contained in this prospectus. You should carefully consider,
    among other things, the matters discussed in Risk
    Factors, before making an investment decision. Unless
    otherwise indicated in this prospectus, Ceres,
    our company, the Company,
    we, us and our refer to
    Ceres, Inc. and our subsidiary, Ceres Sementes do Brasil
    Ltda.
  Business
    Overview
  Our
    Company
    sugarcane-to-ethanol
    Our
    Technology
 1




---



##### Table of Contents



Our
    Products
 
   
 
   
 
   
 
   
  Market
    Opportunity
 2




---



##### Table of Contents



Biofuels and
    Bio-Based Chemicals
 
   
 
   
  Biopower
 
  kilowatt-hours kilowatt-hours
 
  Food and Feed
    Crops
 3




---



##### Table of Contents



Our
    Solutions
    Drop-in
    Products
    High Yield
    Density
 
   
  Dedicated to
    Bioenergy
    Suited to
    Marginal Land
    Scalable to Meet
    Demand
 4




---



##### Table of Contents



Competitive
    Strengths
    Commercial
    Products Available Today
 
  2011-2012 sugarcane-to-ethanol 2011-2012
 
  Attractive
    Business Model
    Innovative
    R&D Technology Platforms
  non-biotech
  Extensive
    Proprietary Portfolios of Germplasm and Traits
 
   
  Management Team
    with Significant Industry Experience
 5




---



##### Table of Contents



Our
    Strategy
    Expand Our
    Presence in Brazil
 
   
  Expand Strategic
    Collaborations to Develop and Market Cellulosic
    Biofuels
    Expand Our
    Business into New Markets
 
   
  Build New
    Relationships and Enhance Established Collaborations in the
    Global Biopower Market
 
   
  Continue
    Innovation and New Product Development
    Continue to Build
    Our Intellectual Property Portfolio
 
   
  Summary of Risk
    Factors
 6




---



##### Table of Contents




    We have a history of net losses; we expect to continue to incur
    net losses and we may not achieve or maintain profitability.
    Our products are in the early stages of commercialization.
    The markets for some of our dedicated energy crops are not well
    established and may take years to develop or may never develop
    and our growth depends on customer adoption of our dedicated
    energy crops.
    Our crops are new and most growers will require substantial
    instruction to successfully establish, grow and harvest crops
    grown from our seeds.
    Our largest immediate commercial opportunity is the Brazilian
    ethanol market and we only recently completed our first
    commercial-scale plantings of our sweet sorghum products in
    Brazil.
    We have not yet established pricing for our products, including
    our sweet sorghum products, for the Brazilian market.
    Our business will be adversely affected if the field trials
    being conducted by our collaborators or potential customers fail
    to perform as expected. 
  
    We face significant competition in all areas of our business,
    and if we do not compete effectively, our business will be
    harmed. 
  
    Our inability to adequately protect our proprietary technologies
    and products could harm our competitive position.
    Litigation or other proceedings or third party claims of
    infringement could require us to spend time and money and could
    severely disrupt our business.  Corporate
    Information
  +1(805) 376-6500. www.ceres.net
  ® ® ® ® ®
 7




---



##### Table of Contents



THE
    OFFERING  Common stock offered
    
    shares.Common stock to be outstanding after this offering
    
    shares,
    or          shares
    if the underwriters exercise their option to purchase additional
    shares in full.Use of proceeds
    
    We intend to use the net proceeds from this offering for seed
    production and commercialization expenses, research and
    development, capital expenditures, working capital and other
    general corporate purposes, which may include acquisitions of
    other companies, assets or technologies. See Use of
    Proceeds.Proposed Nasdaq Global Market trading symbol
    
    CERE    
    
 
  
    7,127,246 shares of common stock issuable upon exercise of
    options to purchase our common stock outstanding as of
    May 31, 2011, at a weighted average exercise price of $1.62
    per share; 
 
  
    600,000 shares of common stock issuable upon exercise of
    warrants to purchase our common stock outstanding as of
    May 31, 2011, at a weighted average exercise price of
    $10.00 per share that do not expire on the completion of this
    offering; 
 
  
    61,537 shares of common stock issuable upon exercise of
    warrants to purchase our preferred stock outstanding as of
    May 31, 2011, at a weighted average exercise price of $6.50
    per share that do not expire on the completion of this offering;
    these preferred stock warrants will automatically convert to
    common stock warrants upon the completion of this offering; 
 
  
    759,599 shares of common stock reserved as of May 31,
    2011, for future issuance under our 2010 Stock Option/Stock
    Issuance Plan; and 
  
    shares
    of common stock reserved for future issuance under our 2011
    Equity Incentive Plan, which will become effective on the day
    prior to the day upon which we become subject to the reporting
    requirements of the Securities Exchange Act of 1934, as amended,
    or the Exchange Act.    
    the automatic conversion of all outstanding shares of our
    convertible preferred stock into an aggregate of
    46,059,819 shares of common stock effective immediately
    prior to the completion of this offering;  
    the issuance
    of           shares
    of common stock immediately prior to the completion of this
    offering upon the net exercise of warrants outstanding to
    purchase shares of common stock issued to investors holding our
    Series F Convertible Preferred Stock, or the Series F
    Warrants, and our Series G Convertible Preferred Stock, or
    the Series G Warrants, which would otherwise expire upon
    the completion of this offering, based upon an assumed initial
    public offering price of $      per
    share, the midpoint of the range set forth on the cover of this
    prospectus;  
    the filing of our amended and restated certificate of
    incorporation immediately prior to the completion of this
    offering; and
    no exercise by the underwriters of their right to purchase up to
    an
    additional          shares
    of common stock at the initial public offering price.
 8




---



##### Table of Contents



SUMMARY
    CONSOLIDATED FINANCIAL DATA
 9




---



##### Table of Contents



EightMonths





Six MonthsEnded


Year Ended


EndedYear Ended December 31,


August 31,


August 31,


February 28,2007


2008


2009


2010


2010


2011(Unaudited)(In thousands, except share and per share data)Consolidated Statement of OperationsRevenuesProduct sales

$



$
64


$
98


$
288


$
5


$
9Collaborative research and government grants


7,180



3,880



2,328



6,326



2,497



3,320Total revenue


7,180



3,944



2,426



6,614



2,502



3,329Cost and operating expensesCost of product sales






3,777



2,690



2,946



1,424



1,330Research and development


19,220



20,309



12,397



16,697



8,516



8,641Selling, general and administrative


9,811



8,784



6,645



9,207



4,237



4,339Total cost and operating expenses


29,031



32,870



21,732



28,850



14,177



14,310Loss from operations


(21,851
)


(28,926
)


(19,306
)


(22,236
)


(11,675
)


(10,981
)Interest expense


(123
)






(5
)


(153
)


(3
)


(248
)Interest income


1,521



2,001



243



23



20



34Other income (expense)


5







161



(152
)


(64
)


(85
)Loss before income taxes


(20,448
)


(26,925
)


(18,907
)


(22,518
)


(11,722
)


(11,280
)Income tax benefit (expense)


(7
)


148



211



(65
)


(1
)


(1
)Net loss

$
(20,455
)

$
(26,777
)

$
(18,696
)

$
(22,583
)

$
(11,723
)

$
(11,281
)Basic and diluted net loss per share attributable to common
    stockholders(1)

$
(3.84
)

$
(4.89
)

$
(3.33
)

$
(3.90
)

$
(2.04
)

$
(1.91
)Weighted average outstanding common shares used for net loss per
    share attributable to common stockholders:Basic and diluted(1)


5,323,259



5,473,090



5,621,671



5,791,443



5,751,539



5,900,947Pro forma net loss per share:Basic and diluted (unaudited)(2)













$
(0.46
)





$
(0.22
)Weighted average outstanding common shares used in computing pro
    forma net loss per share:Basic and diluted (unaudited)(2)














49,339,144







51,960,766    (1)
    
    The basic and diluted loss per
    share are computed by dividing the net loss attributable to
    common stockholders by the weighted average number of common
    shares outstanding during the period. For the periods where we
    presented losses, all potentially dilutive common shares
    comprising of stock options, warrants and convertible preferred
    stock are anti-dilutive.(2)
    
    The unaudited pro forma basic and
    diluted loss per common share have been computed as though the
    conversion had occurred as of September 1, 2009 to give
    effect to: (i) the automatic conversion of all outstanding
    shares of our convertible preferred stock into an aggregate of
    46,059,819 shares of common stock immediately prior to the
    completion of this offering using the if-converted method and
    (ii) the issuance
    of           shares
    of common stock immediately prior to the completion of this
    offering upon the net exercise of the Series F Warrants and
    Series G Warrants, which would otherwise expire upon the
    completion of this offering, based upon an assumed initial
    public offering price of
    $          
    per share, the midpoint of the range set forth on the cover of
    this prospectus using the treasury stock method.
 10




---



##### Table of Contents




    on an actual basis;
    on a pro forma basis to give effect to (i) the conversion
    of all outstanding shares of our convertible preferred stock
    into 46,059,819 shares of our common stock and
    (ii) the issuance
    of           shares
    of our common stock upon the assumed net exercise of the Series
    F Warrants and Series G Warrants that would otherwise
    expire on the completion of this offering, based on an assumed
    initial public offering price of $     
    per share, the midpoint of the range set forth on the cover of
    this prospectus; and
    on a pro forma as adjusted basis to give effect to the pro forma
    adjustments and the sale
    of           shares
    of common stock by us in this offering at an assumed public
    offering price of $      per share, the
    midpoint of the price range set forth on the cover of this
    prospectus, and after deducting estimated underwriting discounts
    and commissions and estimated offering expenses payable by us.  As of February 28, 2011Pro Forma asActual

Pro Forma

Adjusted(1)(In thousands)(Unaudited)Consolidated Balance Sheet Data:Cash and cash equivalents

$
22,489


$
22,489


$Total assets


35,213



35,213Total indebtedness (including short-term indebtedness)


5,287



5,287Common and preferred stock warrant liabilities


8,997



Convertible preferred stock


197,502



Total stockholders (deficit) equity


(181,480
)


25,019    (1)
    
    Each $1.00 increase or decrease in
    the assumed public offering price of
    $      per share, the midpoint of the
    range reflected on the cover of this prospectus, would increase
    or decrease, as applicable, our cash and cash equivalents, total
    assets and total stockholders equity (deficit) by
    approximately $      million,
    assuming that the number of shares offered by us, as set forth
    on the cover of this prospectus, remains the same and after
    deducting the estimated underwriting discounts and commissions
    and estimated offering expenses payable by us.
 11




---



##### Table of Contents



RISK
    FACTORS  Investing in our common stock involves a high degree of risk.
    You should carefully consider the risks and uncertainties
    described below, together with all of the other information in
    this prospectus, including the consolidated financial statements
    and the related notes appearing elsewhere in this prospectus,
    before making an investment decision. If any of the following
    risks actually occurs, our business, financial condition,
    results of operations and future prospects could be materially
    and adversely affected. The trading price of our common stock
    could decline due to any of these risks, and, as a result, you
    may lose all or part of your investment in our common stock.
  Risks Related to
    Our Business
  We have a history
    of net losses; we expect to continue to incur net losses and we
    may not achieve or maintain profitability.
    Our products are
    in the early stages of commercialization.
 
  sugarcane-to-ethanol 2011-2012
 
   12




---



##### Table of Contents



The markets for
    some of our dedicated energy crops are not well established and
    may take years to develop or may never develop and our growth
    depends on customer adoption of our dedicated energy
    crops.
       13




---



##### Table of Contents



Our crops are new
    and most growers will require substantial instruction to
    successfully establish, grow and harvest crops grown from our
    seeds.
    Our largest
    immediate commercial opportunity is the Brazilian ethanol market
    and we only recently completed our first commercial-scale
    plantings of our sweet sorghum products in Brazil.
  sugarcane-to-ethanol
  We have not yet
    established pricing for our products, including our sweet
    sorghum products, for the Brazilian market.
     14




---



##### Table of Contents



sugarcane-to-ethanol
  Our business will
    be adversely affected if the field trials being conducted by our
    collaborators or potential customers fail to perform as
    expected.
    Environmental
    factors, including weather, moisture, and plant infestations,
    may negatively affect the crops grown from our seeds or our seed
    inventories.
      Our seed business
    is highly seasonal and subject to weather conditions and other
    factors beyond our control, which may cause our sales and
    operating results to fluctuate significantly.
   15




---



##### Table of Contents



A decline in the
    price of petroleum-based products may reduce the demand for many
    of our products and adversely affect our business.
    A significant
    increase in the price of sugar relative to the price of ethanol
    may reduce demand for our sweet sorghum and may otherwise
    adversely affect our business.
  sugarcane-to-ethanol
  Our failure to
    accurately forecast demand for our seeds could result in an
    unexpected shortfall or surplus that could negatively affect our
    results of operations or our brand.
   16




---



##### Table of Contents



The performance
    of our sweet sorghum products in Brazil may be adversely
    affected by delays to the start of the Brazilian ethanol
    production season.
    Our product
    development efforts use complex integrated technology platforms
    and require substantial time and resources to develop and our
    efforts may not be successful or the rate of product improvement
    may be slower than expected.
      
    our products will fail to perform as expected in the field;
    our products will not receive necessary regulatory permits and
    governmental clearances in the markets in which we intend to
    sell them;
    our products will be viewed as too expensive by our potential
    customers compared to competitive products;
    our products will be difficult to produce on a large scale or
    will not be economical to grow;
    proprietary rights of third parties will prevent us, our
    collaborators, or our licensees from marketing our
    products; and
    third parties may develop superior or equivalent products. 17




---



##### Table of Contents



Loss of or damage
    to our germplasm collection would significantly slow our product
    development efforts.
    The successful
    commercialization of our products depends on our ability to
    produce
    high-quality
    seeds cost-effectively on a large scale.
    We depend, in
    part, on third parties to produce our seeds.
    We are at the
    beginning stages of developing our Blade brand and we have
    limited experience in marketing and selling our products and
    will need to expand our sales and marketing
    infrastructure.
   18




---



##### Table of Contents



We face
    significant competition in all areas of our business, and if we
    do not compete effectively, our business will be
    harmed.
        A significant
    portion of our revenue to date is generated from our
    collaboration agreements and we must meet our obligations under
    these agreements in order to be entitled to the revenue streams
    from these agreements.
   19




---



##### Table of Contents



Our results of
    operations will be affected by the level of royalty payments
    that we are required to pay to third parties.
 
   
  time-to-time,
    A significant
    portion of our revenue to date is generated from government
    grants and continued availability of government grant funding is
    uncertain and contingent on compliance with the requirements of
    the grant.
     20




---



##### Table of Contents



Our government
    grants may subject us to government audits, which could expose
    us to penalties.
    The biofuel and
    biopower industries are highly dependent upon government
    subsidies and economic incentives, and any changes in such
    subsidies or incentives could materially and adversely affect
    the growth of the industry and our ability to sell dedicated
    energy crops.
       21




---



##### Table of Contents



U.S.-grown
  Compliance with
    applicable government regulations, particularly with respect to
    biotechnology products, is time-consuming and costly.
         22




---



##### Table of Contents



Ethical, legal
    and social concerns about biotechnology products could limit or
    prevent the use of our products and technologies, which could
    negatively affect our ability to generate revenue.
    
    Public attitudes about the safety and environmental hazards of,
    and ethical concerns over, genetic research and biotechnology
    products, which could influence public acceptance of our
    technologies and products;
    Public attitudes regarding, and potential changes to laws
    governing, ownership of genetic material, which could weaken our
    intellectual property rights with respect to our genetic
    material and discourage collaborators from supporting,
    developing or commercializing our products and technologies;
    Governmental reaction to negative publicity concerning
    genetically engineered plants, which could result in greater
    government regulation of genetic research and derivative
    products; and
    Failure to maintain or secure consumer confidence in, or to
    maintain or receive governmental approvals for, our products.     23




---



##### Table of Contents



Our
    non-biotechnology products, the products of third parties or the
    environment may be negatively affected by the unintended
    appearance of our transgenes.
    Ethical, legal
    and social concerns about land use could limit or prevent the
    widespread adoption of our products, which could negatively
    affect our ability to generate revenue.
    Development and
    commercialization, if any, of our products may incur scrutiny
    under the Convention on Biological Diversity Treaty.
   24




---



##### Table of Contents



Our business is
    affected by changes in general economic conditions and a
    prolonged downturn could affect the demand for our products and
    our ability to fund our working capital.
    Our activities
    are currently conducted at limited number of locations, which
    makes us susceptible to damage or business disruptions caused by
    natural disasters.
    We rely on the
    experience and expertise of our senior management team and other
    key personnel.
    If we are unable
    to recruit or retain qualified personnel, particularly in
    Brazil, our development and commercialization efforts may be
    significantly delayed.
   25




---



##### Table of Contents



Unexpected
    fluctuations in our quarterly operating results may cause our
    stock price to fluctuate widely.
    
    demand for and acceptance of our products;
    weather conditions or the occurrence of natural disasters;
    changes in government regulations and incentives;
    competitive pressures resulting in lower selling prices; and
    unanticipated delays or problems in the introduction of new
    products.  We may require
    additional financing in the future and may not be able to obtain
    such financing on favorable terms, if at all, which could force
    us to delay, reduce or eliminate our research and development
    activities.
    We expect to
    derive a portion of our revenues from markets outside the United
    States, including Brazil, which will subject us to additional
    business risks.
   26




---



##### Table of Contents




    changes in political, social or economic conditions;
    tariffs, trade protection measures and trade agreements;
    import or export licensing requirements;
    changes in regulatory requirements;
    reduced protection for intellectual property rights in some
    countries;
    economic downturns, civil disturbances or political instability;
    difficulties and costs of staffing and managing international
    operations;
    fluctuations in currency exchange rights;
    land reform movements;
    price controls;
    nationalization; and
    potentially burdensome taxation.    Our ability to
    use our net operating loss carry forwards to offset future
    taxable income may be subject to certain limitations.
   27




---



##### Table of Contents



We use hazardous
    materials in our business. Any claims relating to improper
    handling, storage or disposal of these materials could be time
    consuming and costly.
    We may suffer
    liabilities relating soil and/or groundwater contamination at
    current and former properties and at third-party sites to which
    we sent hazardous wastes for disposal.
    We may be sued
    for product liability and if such lawsuits were determined
    adversely, we could be subject to substantial damages.
     28




---



##### Table of Contents



Risks Related to
    our Intellectual Property
  Our inability to
    adequately protect our proprietary technologies and products
    could harm our competitive position.
      The value of our
    intellectual property could diminish due to technological
    developments or challenges by competitors, making our products
    less competitive.
    
    our issued patents, Plant Variety Protection certificates, plant
    breeders rights and trademark registrations may be
    successfully challenged by our competitors;
    our pending patent, Plant Variety Protection certificates, plant
    breeders rights and trademark registration applications
    may not be allowed or may be challenged successfully by our
    competitors;
    our products may inadvertently use the technology of others and,
    therefore, require us to obtain intellectual property licenses
    from other parties in order for us to sell our products; 29




---



##### Table of Contents




    we may be unable to obtain intellectual property licenses that
    are necessary or useful to our business on favorable terms, or
    at all; 
  
    new technology that is independently developed by others may
    supersede our technology and make our products less desirable or
    more costly in the marketplace; 
 
  
    competitors may design around our patented technologies or may
    reverse engineer our trade secret technologies; 
 
  
    the scope of our plant variety protection certificates in Brazil
    is narrow and subject to a breeders exemption, which
    allows breeders to use our varieties in a breeding program; as a
    result, these certificates may not provide a sustained
    competitive advantage in the marketplace; and 
 
  
    the eventual scope of our patents in Brazil is uncertain due to
    restrictions on plant claims under Brazilian patent laws and our
    limited filings in Brazil, and may not be sufficient to deter
    competition. 
    Litigation or
    other proceedings or third party claims of infringement could
    require us to spend time and money and could severely disrupt
    our business.
         30




---



##### Table of Contents



Third parties may
    infringe on our intellectual property rights, and we may expend
    significant resources enforcing our rights or be competitively
    disadvantaged.
    Confidentiality
    agreements with employees and others may not adequately prevent
    disclosure of trade secrets and other proprietary
    information.
    We have received
    funding from U.S. government agencies, which could negatively
    affect our intellectual property rights.
     31




---



##### Table of Contents



Risks Related to
    this Offering and Ownership of our Common Stock
  No public market
    for our common stock currently exists and an active trading
    market may not develop or be sustained following this
    offering.
    The price of our
    common stock may be volatile and you may not be able to sell
    your shares at or above the initial public offering
    price.
    
    actual or projected fluctuations in our financial condition and
    operating results;
    our cash and cash equivalents position;
    actual or projected changes in our growth rate relative to our
    competitors;
    actual or projected fluctuations in our competitors
    financial condition or operating results;
    announcements of technological innovations by us, our
    collaborators or our competitors;
    announcements by us, our collaborators or competitors of
    significant acquisitions, strategic partnerships, joint ventures
    or capital commitments;
    the entry into, modification or termination of collaborative
    arrangements;
    changes in our customer base;
    additions or departures of key management or other key personnel;
    competition from existing products or new products that may
    emerge;
    issuances of new or updated research reports by securities or
    industry analysts;
    fluctuations in the share prices of companies perceived by
    investors to be comparable to us; 32




---



##### Table of Contents




    disputes or other developments related to proprietary rights,
    including patents, litigation matters, the countries in which we
    source our germplasm, and our ability to obtain patent
    protection for our technologies;
    disputes or other developments relating to genetically
    engineered products, including claims of adventitious presence
    or environmental harm;
    changes in existing laws, regulations and policies applicable to
    our business and products, including the United States Renewable
    Fuel Standard program, and the adoption or failure to adopt
    additional carbon emissions regulations;
    announcements or the expectation of raising additional financing;
    sales of our common stock by us, our insiders or other
    stockholders;
    general market conditions in our industry; and
    general economic conditions, including the impact of the recent
    financial crisis.    A significant
    portion of our total outstanding shares of common stock is
    restricted from immediate resale, but may be sold into the
    public market in the near future. If there are substantial sales
    of our common stock, or the perception that these sales could
    occur in the future, the trading price of our common stock could
    decline.
      lock-up 180-day
  33




---



##### Table of Contents



Number of Shares and% of Total Outstanding

Date Available for Sale into Public Marketor               %

Immediately after this offering.or               %

90 days after the date of this prospectus.or               %

180 days after the date of this prospectus.or               %

From time to time after the date 180 days after the date of
    this prospectus.  
  lock-up
  lock-up
  If securities or
    industry analysts do not publish research or reports about our
    business or our industry, or publish negative reports about our
    business or our industry, our stock price and trading volume
    could decline.
    Purchasers in
    this offering will experience immediate and substantial dilution
    in the book value of their investment.
   34




---



##### Table of Contents



We will incur
    significant increased costs as a result of operating as a public
    company, and our management will be required to devote
    substantial time to comply with the laws and regulations
    affecting public companies.
      Anti-takeover
    provisions in our certificate of incorporation and bylaws and
    under Delaware law could delay or prevent an acquisition of our
    company, even if the acquisition may be beneficial to our
    stockholders.
  2 3
 35




---



##### Table of Contents



Concentration of
    ownership among our existing officers, directors and principal
    stockholders may prevent other stockholders from influencing
    significant corporate decisions.
 
   
  After the
    completion of this offering, we do not expect to declare any
    dividends in the foreseeable future.
   
  Our management
    may not apply the net proceeds from this offering in ways that
    increase the value of your investment.
 
 
   
 36




---



##### Table of Contents



SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS       MARKET AND
    INDUSTRY DATA    
    The U.S. Energy Information Administration;
    The International Energy Agency;
    The Renewable Fuels Association; and
    Brazilian Sugarcane Industry Association. 
   
 37




---



##### Table of Contents



USE OF
    PROCEEDS     
 
 
   
  
 Approximate Amount of Net ProceedsType of Use

Intended to be UsedResearch and development

$Capital expenditures primarily relating to breeding stations,
    production facilities, systems and agricultural equipment

$Commercial activities including increasing the number of sales
    and marketing personnel, expanding our advertising and branding
    efforts and pursuing government approvals

$Working capital and other general corporate purposes including
    seed production efforts and operating as a public company

$  
 
   
   
   
 38




---



##### Table of Contents



DIVIDEND
    POLICY   39




---



##### Table of Contents



CAPITALIZATION    
    on an actual basis;
    on a pro forma basis to give effect to:          
    on a pro forma as adjusted basis to reflect the pro forma
    adjustments described above and our receipt of the estimated net
    proceeds from this offering.    40




---



##### Table of Contents



As of February 28, 2011Pro Forma asActual


Pro Forma


Adjusted(1)(Unaudited)(In thousands, except per share data)Cash and cash equivalents

$
22,489


$
22,489


$Long-term debt, less current portion

$
3,109


$
3,109


$Common and Preferred stock warrant liabilities


8,997



Convertible preferred stock, $0.01 par value; 50,854,383
    authorized, 46,059,819 shares issued and outstanding,
    actual; no shares authorized, issued or outstanding, pro forma
    and pro forma as adjusted


197,502



Stockholders (deficit) equity:Preferred Stock, $0.01 par value; no shares authorized, issued
    and outstanding,
    actual;           shares
    authorized, pro forma and pro forma as adjusted; no shares
    issued and outstanding, pro forma and pro forma as adjusted






Common Stock, $0.01 par value; 75,000,000 shares
    authorized; 5,930,417 shares issued and outstanding,
    actual;           shares
    authorized, pro forma and pro forma as
    adjusted;          shares
    issued and outstanding, pro
    forma;          shares
    issued and outstanding pro forma as adjusted


59



520Additional paid-in capital


6,069



212,107Accumulated deficit


(187,608
)


(187,608
)Total stockholders (deficit) equity


(181,480
)


25,019Total capitalization

$
28,128


$
28,128


$  
   (1)
    
    A $1.00 increase or decrease in the assumed initial public
    offering price of $      per share, the
    midpoint of the price range set forth on the cover of this
    prospectus, would increase or decrease each of cash and cash
    equivalents, and total stockholders (deficit) equity by
    $     , assuming that the number of
    shares offered by us, as set forth on the cover of this
    prospectus, remains the same, and after deducting estimated
    underwriting discounts and commissions and estimated offering
    expenses payable by us. Each increase of 1.0 million shares
    in the number of shares of common stock offered by us would
    increase each of cash and cash equivalents, and total
    stockholders (deficit) equity by
    $     , assuming an initial public
    offering price of $      per share, the
    midpoint of the price range set forth on the cover of this
    prospectus. Similarly, each decrease of 1.0 million shares
    in the number of shares offered by us would decrease each of
    cash and cash equivalents, and total stockholders equity
    (deficit) by $     . If the
    underwriters option to purchase additional shares was
    exercised in full, pro forma as adjusted cash, cash equivalents,
    common stock and additional paid-in capital, stockholders
    equity (deficit), and shares issued and outstanding as of
    February 28, 2011, would be $     
    , $      ,
    $     
    and          ,
    respectively.    
    7,192,391 shares of common stock issuable upon exercise of
    options to purchase our common stock outstanding as of
    February 28, 2011 at a weighted average exercise price of
    $1.62 per share;
    600,000 shares of common stock issuable upon the exercise
    of warrants to purchase our common stock at a weighted average
    exercise price of $10.00 per share that do not expire on the
    completion of this offering; 41




---



##### Table of Contents




    61,537 shares of common stock issuable upon exercise of
    warrants to purchase our preferred stock outstanding as of
    February 28, 2011 at a weighted average exercise price of
    $6.50 per share that do not expire on the completion of this
    offering; these preferred stock warrants will automatically
    convert to common stock warrants upon the completion of this
    offering;
    744,454 shares of common stock reserved as of
    February 28, 2011 for future issuance under our 2010 Stock
    Option/Stock Issuance Plan as more fully described in
    Compensation Discussion and Analysis  Executive
    Compensation  Equity Compensation
    Plans; and
    shares
    of common stock reserved for future issuance under our 2011
    Equity Incentive Plan, which will become effective on the day
    prior to the day upon which we become subject to the reporting
    requirements of the Securities Exchange Act of 1934, as amended,
    or the Exchange Act. 42




---



##### Table of Contents



DILUTION   
 
   
    
 Assumed initial public offering price per share

$Pro forma net tangible book value per share as of May 31,
    2011, before giving effect to this offering

$Increase in pro forma net tangible book value per share
    attributable to new investors purchasing shares in this offeringPro forma as adjusted net tangible book value per share after
    giving effect to this offeringDilution per share to investors in this offering

$  
     
   
 43




---



##### Table of Contents



AverageShare Purchased


Total Consideration


Price perNumber


Percent


Amount


Percent


ShareExisting stockholders







%

$





%

$New investorsTotal






100
%

$




100
%  
   
   
   
  
    7,127,246 shares of common stock issuable upon exercise of
    options to purchase our common stock outstanding as of
    May 31, 2011 at a weighted average exercise price of $1.62
    per share; 
 
  
    600,000 shares of common stock issuable upon exercise of
    warrants to purchase our common stock outstanding as of
    May 31, 2011 at a weighted average exercise price of $10.00
    per share that do not expire on the completion of the initial
    public offering; 
 
  
    61,537 shares of common stock issuable upon exercise of
    warrants to purchase our preferred stock outstanding as of
    May 31, 2011 at a weighted average exercise price of $6.50
    per share that do not expire on the completion of this offering;
    these preferred stock warrants will automatically convert to
    common stock warrants upon the completion of this offering; 
 
  
    759,599 shares of common stock reserved as of May 31,
    2011 for future issuance under our 2010 Stock Option/Stock
    Issuance Plan as more fully described in Compensation
    Discussion and Analysis  Executive
    Compensation  Equity Compensation
    Plans; and 
  
    shares
    of common stock reserved for future issuance under our 2011
    Equity Incentive Plan, which will become effective on the day
    prior to the day upon which we become subject to the reporting
    requirements of the Securities Exchange Act of 1934, as amended,
    or the Exchange Act. 
   
 44




---



##### Table of Contents



SELECTED
    CONSOLIDATED FINANCIAL DATA      Eight Months





Six MonthsEnded


Year Ended


EndedYear Ended December 31,


August 31,


August 31,


February 28,2006


2007


2008


2009


2010


2010


2011(Unaudited)(In thousands except share and per share data)RevenuesProduct sales

$



$



$
64


$
98


$
288


$
5


$
9Collaborative research and government grants


26,643



7,180



3,880



2,328



6,326



2,497



3,320Total revenue


26,643



7,180



3,944



2,426



6,614



2,502



3,329Cost and operating expensesCost of product sales










3,777



2,690



2,946



1,424



1,330Research and development


18,101



19,220



20,309



12,397



16,697



8,516



8,641Selling, general and administrative


8,079



9,811



8,784



6,645



9,207



4,237



4,339Total cost and operating expenses


26,180



29,031



32,870



21,732



28,850



14,177



14,310Income (loss) from operations


463



(21,851
)


(28,926
)


(19,306
)


(22,236
)


(11,675
)


(10,981
)Interest expense


(204
)


(123
)






(5
)


(153
)


(3
)


(248
)Interest income


760



1,521



2,001



243



23



20



34Other income (expense)


34



5







161



(152
)


(64
)


(85
)Income (loss) before income taxes


1,053



(20,448
)


(26,925
)


(18,907
)


(22,518
)


(11,722
)


(11,280
)Income tax benefit (expense)


(1
)


(7
)


148



211



(65
)


(1
)


(1
)Net income (loss) before cumulative effect of a change in
    accounting principle


1,052



(20,445
)


(26,777
)


(18,696
)


(22,583
)


(11,723
)


(11,281
)Cumulative effect of a change in accounting principle(1)


649























Net income (loss)


1,701



(20,445
)


(26,777
)


(18,696
)


(22,583
)


(11,723
)


(11,281
)Net income (loss) allocable to preferred stockholders


(1,701
)






















Net loss attributable to common stockholders





$
(20,455
)

$
(26,777
)

$
(18,696
)

$
(22,583
)

$
(11,723
)

$
(11,281
) 45




---



##### Table of Contents



Eight Months





Six MonthsEnded


Year Ended


EndedYear Ended December 31,


August 31,


August 31,


February 28,2006


2007


2008


2009


2010


2010


2011(Unaudited)(In thousands except share and per share data)Basic and diluted net loss per share attributable to common
    stockholders(2)





$
(3.84
)

$
(4.89
)

$
(3.33
)

$
(3.90
)

$
(2.04
)

$
(1.91
)Weighted average outstanding common shares used for net loss per
    share attributable to common stockholders(2):Basic and diluted


5,112,258



5,323,259



5,473,090



5,621,671



5,791,443



5,751,539



5,900,947Pro forma net loss per share:Basic and diluted (unaudited)(3)

















$
(0.46
)





$
(0.22
)Weighted average outstanding common shares used in computing pro
    forma net loss per share(1):Basic and diluted (unaudited)(3)


















49,339,144







51,960,766    (1)
    
    Effective January 1, 2006 the
    Company changed the manner in which it accounted for certain
    warrants that were contingently redeemable.(2)
    
    The basic and diluted loss per
    share are computed by dividing the net loss attributable to
    common stockholders by the weighted average number of common
    shares outstanding during the period. For the periods where we
    presented losses, all potentially dilutive common shares
    comprising of stock options, warrants and convertible preferred
    stock are anti-dilutive.(3)
    
    The unaudited pro forma basic and
    diluted loss per common share have been computed as though the
    conversion had occurred as of September 1, 2009 to give
    effect to: (i) the automatic conversion of all outstanding
    shares of our convertible preferred stock into an aggregate of
    46,059,819 shares of common stock effective immediately
    prior to the completion of this offering using the if-converted
    method, and (ii) the issuance
    of           shares
    of common stock immediately prior to the completion of this
    offering upon the net exercise of the Series F and G
    warrants, which would otherwise expire upon the completion of
    this offering, based upon an assumed initial public offering
    price of
    $          
    per share, the midpoint of the range set forth on the cover of
    this prospectus using the treasury stock method.    Eight MonthsEnded


Year Ended


Six Months EndedYear Ended December 31,


August 31,


August 31,


February 28,2006


2007


2008


2009


2010


2010


2011(Unaudited)Research and development


154



338



705



737



891



403



330Selling, general and administrative


177



389



467



345



409



209



265Total stock-based compensation expense

$
331


$
727


$
1,172


$
1,082


$
1,300


$
612


$
595   As ofAs of December 31,

As of August 31,

February 28,2006

2007

2008

2009

2010

2011(Unaudited)(In thousands)Consolidated Balance Sheet Data:Cash and cash equivalents

$
4,661


$
13,863


$
12,145


$
14,960


$
33,055


$
22,489Working capital


15,773



70,029



41,297



27,543



28,325



17,560Total assets


30,683



84,500



57,718



41,094



46,648



35,213Common and preferred stock warrant liabilities


27



13



13



2,944



8,911



8,997Total long-term liabilities


546



358



290



3,197



13,310



12,281Convertible preferred stock


112,106



183,079



183,079



183,079



197,502



197,502Total stockholders deficit

$
(87,181
)

$
(103,358
)

$
(128,905
)

$
(149,577
)

$
(170,829
)

$
(181,480
)  46




---



##### Table of Contents



MANAGEMENTS
    DISCUSSION AND ANALYSIS
    OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  The following discussion and analysis of our financial
    condition and results of operations should be read together with
    our consolidated financial statements and the other financial
    information appearing elsewhere in this prospectus. This
    discussion contains forward-looking statements that involve
    risks and uncertainties. Our actual results could differ
    materially from those anticipated in the forward-looking
    statements as a result of various factors, including those
    discussed below and those discussed in the section entitled
    Risk Factors included elsewhere in this
    prospectus.
  Overview
    sugarcane-to-ethanol
       
   
 47




---



##### Table of Contents



2011-2012
    first-in,
 48




---



##### Table of Contents



Key Components of
    Our Results of Operations
  Revenues
    
    Product Sales.  Product sales are primarily
    composed of sales of seeds. Going forward, we may include trait
    fees in our seed prices. We began selling products in 2008 and
    our product sales have been minimal to date.
    Collaborative Research.  Collaborative research
    revenues generally consist of payments for research and
    development activities for specific projects. These arrangements
    may include a combination of non-refundable technology license
    fees, research and development fees,
    and/or fees
    for the achievement of contractually defined milestone events
    and royalties.  
    Government Grants.  Government grant revenues
    consist of payments from government entities. The terms of these
    grants generally provide us with reimbursement for research and
    development services and certain types of capital expenditures
    over a contractually defined period.  Cost of Product
    Sales
   49




---



##### Table of Contents



Research and
    Development
   
   
  Selling, General
    and Administrative
   50




---



##### Table of Contents



Interest
    Expense
    Interest
    Income
    Other Income
    (Expense)
    Provision for
    Income Tax Benefits
        Critical
    Accounting Policies and Estimates
   51




---



##### Table of Contents



Revenue
    Recognition
    Product
    Sales
    Collaborative
    Research and Government Grants
    
    Technology License Fees.  For collaboration
    agreements in which we have continuing involvement, license fees
    are recognized on a straight-line basis over the term of the
    arrangement. Licensing fees are non-refundable and not subject
    to future performance.
    Government Grants.  We receive payments from
    government entities in the form of government grants. Government
    grants generally provide us with cost reimbursement for certain
    types of expenditures in return for research and development
    activities over a contractually defined period, as well as an
    allocated portion of our overhead expenses. Revenues from
    government grants are recognized in the period during which the
    related costs are incurred, provided that substantially all
    conditions under which the government grants were provided have
    been met and we only have perfunctory obligations outstanding.
    Research and Development Fees.  Generally, fees
    for research and development activities are recognized as the
    services are performed over the performance period, as specified
    in the respective agreements. Certain of our collaboration
    agreements require us to deliver research data by specific dates
    and that the collective program plan will result in reaching
    specific crop characteristics by certain dates. For such
    arrangements, we recognize revenues based on the approximate
    percentage of completion of services under the agreement, but
    the revenue recognized cannot exceed the payments that have
    accrued to us to date under the agreement. The research and
    development period is estimated at the inception of each
    agreement and is periodically evaluated. 52




---



##### Table of Contents




    Milestone Payments.  Fees that are contingent
    upon achievement of substantive performance milestones at
    inception of the agreement are recognized based on the
    achievement of the milestone, as defined in the respective
    agreements.           53




---



##### Table of Contents



Stock-based
    Compensation
         54




---



##### Table of Contents



Eight MonthsYear Ended,

Year Ended,

Ended

Year Ended

Six Months EndedDecember 31,

December 31,

August 31,

August 31,

February 28,2007

2008

2009

2010

2010

2011(Unaudited)Stock options granted (in thousands)


1,471



996



94



972



251



876Weighted average exercise price


$2.19



$2.25



$2.25



$2.25



$2.25



$2.43Weighted average grant date fair value per share of stock
    options granted


$1.32



$1.59



$1.57



$1.51



$1.40



$1.61Weighted average Black-Scholes model assumptions:Weighted average grant date fair value of common stock


$2.11



$2.17



$2.16



$2.32



$2.17



$2.49Estimated volatility


85
%


85
%


85
%


70
%


70
%


70
%Estimated dividend yield


0
%


0
%


0
%


0
%


0
%


0
%Expected term (years)


6.25



6.25



6.25



6.25



6.25



6.25Risk-free rates


3.41%-5.15
%


1.92%-3.41
%


2.10%-3.18
%


2.29%-2.69
%


2.56%-2.69
%


1.48%-2.44
%  
   
      
 Eight Months





Six MonthsYear Ended


Ended


Year Ended


EndedDecember 31,


August 31,


August 31,


February 28,2007


2008


2009


2010


2010


2011(Unaudited)Research and development


338



705



737



891



403



330Selling, general and administrative


389



467



345



409



209



265Total stock-based compensation expense

$
727


$
1,172


$
1,082


$
1,300


$
612


$
595  
  Significant
    Factors, Assumptions and Methodologies Used in Determining Fair
    Value of Common Stock
   55




---



##### Table of Contents



Valuation of Privately-Held-Company Equity Securities
    Issued as Compensation
        
    the nature and history of our business;
    our operating and financial performance;
    general economic conditions and the specific outlook for our
    industry;
    the lack of liquidity for our common stock;
    the market price of companies engaged in the same or similar
    businesses with equity securities that are publicly traded;
    the differences between the terms of our preferred and common
    stock related to liquidation preferences, conversion rights,
    dividend rights, voting rights and other features; and
    the likelihood of achieving different liquidity events or
    remaining a private company.   56




---



##### Table of Contents



Estimated

IntrinsicNumber of

Exercise

Fair Value of

ValueGrants by month

Shares

Price

Common Stock

per ShareMarch 2009


82,000


$
2.25


$
2.16



June 2009


12,000


$
2.25


$
2.16



September 2009


234,000


$
2.25


$
2.17



December 2009


17,000


$
2.25


$
2.24



June 2010


721,000


$
2.25


$
2.37


$
0.12October 2010


41,000


$
2.25


$
2.46


$
0.21December 2010


554,500


$
2.44


$
2.48


$
0.04January 2011


280,000


$
2.44


$
2.50


$
0.06  
    
 EstimatedFair Value ofDate

Common StockDecember 31, 2008

$
2.17August 31, 2009

$
2.16August 31, 2010

$
2.44February 28, 2011

$
2.52  
  Valuation as of
    December 31, 2008
    Valuation as of
    August 31, 2009
    Valuation as of
    August 31, 2010
   57




---



##### Table of Contents



Valuation as of
    February 28, 2011
   
   
  Fair Value of
    Warrants
  Liability
    Classified Warrants to Purchase Common Stock
        As of

As of

As of

As of

As ofDecember 31,

August 31,

August 31,

February 28,

February 28,

ExerciseSeries

2008

2009

2010

2010

2011

Price(Unaudited)Series F


2,307,697



2,307,697



2,307,697



2,307,697



2,307,697


$
6.50Series G










3,076,923







3,076,923


$
6.50  58




---



##### Table of Contents



As of

As ofAugust 31,

February 28,2009

2010

2010

2011(Unaudited)Expected term (in years)

6.0

5.0

5.5

4.5Expected volatility

90%

90%

90%

90%Risk free interest rate

3.21%

1.47%

2.36%

2.13%Expected dividend yield

0%

0%

0%

0%Estimated fair value (in thousands)

$2,931

$2,994

$2,995

$2,945  
    
 As of

As ofAugust 31,

February 28,2010

2011(Unaudited)Expected term (in years)

9.8

9.3Expected volatility

85%

85%Risk free interest rate

2.70%

3.42%Expected dividend yield

0%

0%Estimated fair value (in thousands)

$5,584

$5,721  
  Liability
    Classified Warrants to Purchase Convertible Preferred
    Stock
      Seed
    Inventory
  first-in,
  Income
    Taxes
   59




---



##### Table of Contents



Impairment of
    Long-Lived Assets
   60




---



##### Table of Contents



Results of
    Operations
    
 Six MonthsEight Months





EndedYear Ended


Ended


Year Ended


February 28,December 31,


August 31,


August 31,


(Unaudited)2007


2008


2009


2010


2010


2011(In thousands)RevenuesProduct sales

$



$
64


$
98


$
288


$
5


$
9Collaborative research and government grants


7,180



3,880



2,328



6,326



2,497



3,320Total revenue


7,180



3,944



2,426



6,614



2,502



3,329Cost and operating expensesCost of product sales






3,777



2,690



2,946



1,424



1,330Research and development


19,220



20,309



12,397



16,697



8,516



8,641Selling, general and administrative


9,811



8,784



6,645



9,207



4,237



4,339Total cost and operating expenses


29,031



32,870



21,732



28,850



14,177



14,310Loss from operations


(21,851
)


(28,926
)


(19,306
)


(22,236
)


(11,675
)


(10,981
)Interest expense


(123
)






(5
)


(153
)


(3
)


(248
)Interest income


1,521



2,001



243



23



20



34Other income (expense)


5







161



(152
)


(64
)


(85
)Loss before income taxes


(20,448
)


(26,925
)


(18,907
)


(22,518
)


(11,722
)


(11,280
)Income tax benefit (expense)


(7
)


148



211



(65
)


(1
)


(1
)Net loss

$
(20,455
)

$
(26,777
)

$
(18,696
)

$
(22,583
)

$
(11,723
)

$
(11,281
)  
  Comparison of
    Six Months Ended February 28, 2010 and 2011
  Revenues
  
 Six Months EndedFebruary 28, (Unaudited)2010


2011


Change(In thousands)Product sales

$
5


$
9


$
4Collaborative research and government grants


2,497



3,320



823Total revenue

$
2,502


$
3,329


$
827  
 
   
 61




---



##### Table of Contents



Cost and
    Operating Expenses
  
 Six MonthsEndedFebruary 28, (Unaudited)2010


2011


Change(In thousands)Cost of product sales

$
1,424


$
1,330


$
(94
)Research and development


8,516



8,641



125Selling, general and administrative


4,237



4,339



102Total cost and operating expenses

$
14,177


$
14,310


$
133  
  Cost of Product
    Sales
 
   
  Research and
    Development Expenses
 
   
  Selling, General
    and Administrative Expenses
    Interest Expense,
    Interest Income and Other Income (Expense)
  
 Six Months EndedFebruary 28, (Unaudited)2010


2011


Change(In thousands)Interest expense

$
(3
)

$
(248
)

$
(245
)Interest income


20



34



14Other income (expense)


(64
)


(85
)


(21
)Total

$
(47
)

$
(299
)

$
(252
)  
   62




---



##### Table of Contents



Interest
    Expense
    Interest
    Income
    Other Income
    (Expense)
    Comparison of
    Eight Months Ended August 31, 2009 and Year Ended
    August 31, 2010
    Revenues
  
 Eight MonthsEnded


Year EndedAugust 31,


August 31,2009


2010


Change(In thousands)Product sales

$
98


$
288


$
190Collaborative research and government grants


2,328



6,326



3,998Total revenue

$
2,426


$
6,614


$
4,188  
  period-to-period
  Cost and
    Operating Expenses
  
 Eight MonthsEnded


Year EndedAugust 31,


August 31,2009


2010


Change(In thousands)Cost of product sales

$
2,690


$
2,946


$
256Research and development


12,397



16,697



4,300Selling, general and administrative


6,645



9,207



2,562Total cost and operating expenses

$
21,732


$
28,850


$
7,118  
 63




---



##### Table of Contents



Cost of Product
    Sales
    Research and
    Development Expenses
    Selling, General
    and Administrative Expenses
  period-to-period
  Interest Expense,
    Interest Income and Other Income (Expense)
  
 Eight MonthsEnded


Year EndedAugust 31,


August 31,2009


2010


Change(In thousands)Interest expense

$
(5
)

$
(153
)

$
(148
)Interest income


243



23



(220
)Other income (expense)


161



(152
)


(313
)Total

$
399


$
(282
)

$
(681
)  
    Interest
    Expense
  period-to-period
 64




---



##### Table of Contents



Interest
    Income
    Other Income
    (Expense)
    Comparison of
    Year Ended December 31, 2008 and Eight Months Ended
    August 31, 2009
    Revenues
  
 Eight MonthsYear Ended


EndedDecember 31,


August 31,2008


2009


Change(In thousands)Product sales

$
64


$
98


$
34Collaborative research and government grants


3,880



2,328



(1,552
)Total revenue

$
3,944


$
2,426


$
(1,518
)  
  period-to-period
  Cost and
    Operating Expenses
  
 Eight MonthsYear Ended


EndedDecember 31,


August 31,2008


2009


Change(In thousands)Cost of product sales

$
3,777


$
2,690


$
(1,087
)Research and development


20,309



12,397



(7,912
)Selling, general and administrative


8,784



6,645



(2,139
)Total cost and operating expenses

$
32,870


$
21,732


$
(11,138
)  
  Cost of Product
    Sales
  period-to-period
 65




---



##### Table of Contents



Research and
    Development Expenses
    Selling, General
    and Administrative Expenses
    Interest Expense,
    Interest Income and Other Income (Expense)
  
 Eight MonthsYear Ended


EndedDecember 31,


August 31,2008


2009


Change(In thousands)Interest expense

$



$
(5
)

$
(5
)Interest income


2,001



243



(1,758
)Other income






161



161Total

$
2,001


$
399


$
(1,602
)  
    Interest
    Expense
    Interest
    Income
    Other
    Income
   66




---



##### Table of Contents



Comparison of
    Years Ended December 31, 2007 and 2008
  Revenues
  
 Year Ended


Year EndedDecember 31,


December 31,2007


2008


Change(In thousands)Product sales

$



$
64


$
64Collaborative research and government grants


7,180



3,880



(3,300
)Total revenue

$
7,180


$
3,944


$
(3,236
)  
    Cost and
    Operating Expenses
  
 Year Ended


Year EndedDecember 31,


December 31,2007


2008


Change(In thousands)Cost of product sales

$



$
3,777


$
3,777Research and development


19,220



20,309



1,089Selling, general and administrative


9,811



8,784



(1,027
)Total cost and operating expenses

$
29,031


$
32,870


$
3,839  
  Cost of Product
    Sales
    Research and
    Development Expenses
    Selling, General
    and Administrative Expenses
   67




---



##### Table of Contents



Interest Expense,
    Interest Income and Other Income (Expense)
  
 Year Ended


Year EndedDecember 31,


December 31,2007


2008


Change(In thousands)Interest expense

$
(123
)

$



$
123Interest income


1,521



2,001



480Other income (expense)


5







(5
)Total

$
1,403


$
2,001


$
598  
    Interest
    Expense
    Interest
    Income
    Other Income
    (Expense)
    Liquidity and
    Capital Resources
     
   
 68




---



##### Table of Contents



Capital
    Expenditures
      
 Eight Months



Six Months EndedEnded

Year Ended

February 28,Year Ended December 31,

August 31,

August 31,

(Unaudited)2007

2008

2009

2010

2010

2011(In thousands)Net cash used in operating 
    activities

$
(10,032
)

$
(24,899
)

$
(13,508
)

$
(18,846
)

$
(10,276
)

$
(9,272
)Net cash (used in) provided by investing activities


(53,817
)


23,433



16,329



10,372



12,553



(204
)Net cash provided by (used in) financing activities


73,050



(252
)


(6
)


26,569



3,015



(1,090
)  
  Cash Flows from
    Operating Activities
       69




---



##### Table of Contents



Cash Flows from
    Investing Activities
             70




---



##### Table of Contents



Cash Flows from
    Financing Activities
              Contractual
    Obligations
    
 2015 andContractual Obligations

Total


2011


2012


2013


2014


Beyond(In thousands)Operating Lease Obligations


2,393



466



824



620



368



115Interest Payments Relating to Long-Term Debt


446



162



215



69







Research Collaboration Agreements


3,550



1,271



1,984



251



44



Long-Term Debt


5,287



1,089



2,175



2,019



4



Total


11,676



2,988



5,198



2,959



416



115  
  Off-Balance Sheet
    Arrangements
    Seasonality
   71




---



##### Table of Contents



Inflation
    Quantitative and
    Qualitative Disclosures about Market Risk
      Interest Rate
    Risk
    Foreign Currency
    Risk
   72




---



##### Table of Contents



Commodity
    Risk
    Recent Accounting
    Pronouncements
  No. 2009-13, Revenue Recognition (Topic 605): Multiple Deliverable Revenue
    Arrangements. No. 2009-13 2009-13
  No. 2010-06, Fair Value Measurements and Disclosures 2010-06
  No. 2010-17, Revenue Recognition  Milestone Method (Topic 605):
    Milestone Method of Revenue Recognition
 73




---



##### Table of Contents



BUSINESS  Our
    Company
    sugarcane-to-ethanol
     
   
 74




---



##### Table of Contents



Market
    Opportunity
 
   
 75




---



##### Table of Contents



Biofuels and
    Bio-Based Chemicals
 
   
 
   
  Biopower
 
  kilowatt-hours kilowatt-hours
 
  Food and Feed
    Crops
 
   
 76




---



##### Table of Contents



Our
    Solutions
    Drop-in
    Products
 
   
  High Yield
    Density
    Dedicated to
    Bioenergy
   77




---



##### Table of Contents



Suited to
    Marginal Land
    Scalable to Meet
    Demand
    Competitive
    Strengths
    Commercial
    Products Available Today
 
  2011-2012
 
  Attractive
    Business Model
   78




---



##### Table of Contents



Innovative
    R&D Technology Platforms
 
   
  Extensive
    Proprietary Portfolios of Germplasm and Traits
 
   
  Management Team
    with Significant Industry Experience
 
   
 79




---



##### Table of Contents



Our
    Strategy
    Expand Our
    Presence in Brazil
 
  2011-2012
 
  Expand Strategic
    Collaborations to Develop and Market Cellulosic
    Biofuels
    Expand Our
    Business into New Markets
   80




---



##### Table of Contents



Build New
    Relationships and Enhance Established Collaborations in the
    Global Biopower Market
    Continue
    Innovation and New Product Development
    Continue to Build
    Our Intellectual Property Portfolio
 
   
  Our Technology
    Platforms
    Germplasm
     81




---



##### Table of Contents



Switchgrass  The Samuel Roberts Noble Foundation,
    Inc. jurisdiction-by-jurisdiction
 
 
  Miscanthus   Institute of Biological,
    Environmental and Rural Sciences of Aberystwyth
    University.
 
 
  Sorghum  Texas A&M
    University. country-by-country
 
 82




---



##### Table of Contents



Our
    Traits
 
   
     
   
   
   
 83




---



##### Table of Contents



Skyscraper
 
   
  High
    Biomass
 
   
  Nitrogen Use
    Efficiency
 
   
 84




---



##### Table of Contents



Water Use
    Efficiency and Drought Tolerance
 
  and/or
 
  Salt
    Tolerance
 
   
  Aluminum
    Tolerance
 
   
  Enhanced
    Conversion of Biomass to Fermentable Sugars
 
   
  Altered Flower
    Development
 
   
  Research and
    Development Programs
   85




---



##### Table of Contents



Genomics
      Conventional and
    Marker-Assisted Breeding
       86




---



##### Table of Contents



Agronomy
   87




---



##### Table of Contents



Our Current
    Products
 
   
   
  
 InitialCrop


Status


Seed Varieties


Market


Key AdvantagesSweet Sorghum


Commercial
    Ready
    (2011-2012*)


>10 products in
    registration**


Brazil


Season
    extension; fast
    growing; quick
    scale up; low
    water usageHigh Biomass
    Sorghum


Commercial
    (2009)


ES 5200 withSkyscraper ES 5201 withSkyscraperES 5140ES 5150ES 5155


U.S.


High yields;
    fast growing;
    low water usageSwitchgrass


Commercial
    (2009)


EG 1101
    EG 1102
    EG 2101


U.S. and
    Europe


High yields;
    low water
    usage; perennial
    crop  
   
 *
    
    Subject to receipt of necessary
    governmental variety registrations, which we expect to receive
    in the fourth calendar quarter of 2011 
 
  **
    
    Final list of commercial hybrids to
    be determined 
 
   
  
 InitialCrop


Status


Seed Varieties


Market


Key AdvantagesMiscanthus


Under
    development


Seed-propagated
    varieties under
    development


U.S. and
    Europe


High yields;
    highly efficient,
    perennial crop  
 88




---



##### Table of Contents



InitialTarget Crop


Traits


Status


Market


Field EvaluationsSweet Sorghum


High soluble sugars; high
    biomass/NUE+,

    WUE+,

    aluminum tolerance and insect resistance


Under
    development


Brazil


Greenhouse evaluations under way in 2011 in the U.S. We plan to
    apply for field evaluation permits for some traits in the U.S.
    and Brazil following the expected completion of greenhouse
    evaluations in 2012High Biomass Sorghum


High
    biomass/NUE+,

    WUE+,

    enhanced biochemical conversion of biomass


Under
    development


U.S. and
    Brazil


Field evaluations to follow field validation in sweet sorghumSwitchgrass


High
    biomass/NUE+,

    WUE+,

    enhanced biochemical conversion of biomass


Under
    development


U.S.


Field evaluation permits granted in the U.S. Field validation
    ongoing in AZ, GA, TN and TX for high
    biomass/NUE+,

    WUE+, and to begin in 2011 (in TX) for conversionMiscanthus


High
    biomass/NUE+


Under
    development


U.S.


Field evaluation scheduled for 2011 in U.S.; permits for field
    validation in AZ, GA, TN and TX pendingRow Crops


High grain yield,
    NUE+


Under
    development


U.S.


Greenhouse evaluations under way in 2011 and field observations
    scheduled for 2011 and 2012, in China.Rice


High grain yield,
    NUE+,

    WUE+,

    salt tolerance


Under
    development


Asia


Field evaluations under way in 2011 in China, and scheduled for
    India in 2012  
   
 +
    
    NUE = nitrogen use efficiency; WUE
    = water use efficiency 
  Sweet
    Sorghum
   89




---



##### Table of Contents



sugar-to-ethanol
 
  low-to-moderate 2011-2012
 
    High Biomass
    Sorghum
    per-acre
 90




---



##### Table of Contents



Switchgrass
   
   
  Miscanthus
  M. sinensis M. sacchariflorus
   91




---



##### Table of Contents



Row
    Crops
 
   
 
   
  Seed Production
    and Operations
     92




---



##### Table of Contents



Sales and
    Marketing
       93




---



##### Table of Contents



2011-2012
 
 
   
   
   
 
   
 94




---



##### Table of Contents



Major Research
    Collaborations
  Monsanto
    Company
 
   
    The Samuel
    Roberts Noble Foundation, Inc.
 
   
  Institute of
    Biological, Environmental and Rural Sciences of Aberystwyth
    University
   95




---



##### Table of Contents



Texas A&M
    University
 
   
  Government Grant
    Awards
    2010-11
  
    A $5.1 million U.S. Department of Energy ARPA-E grant
    to develop high biomass, low-input energy crops;
    A $3.0 million USAID grant to develop several traits in
    rice for Asia;
    A subcontract award of $2.2 million under a
    $25 million DOE Integrated Biorefinery grant awarded to
    Amyris Biotechnologies, Inc. to conduct multi-site trials of
    sweet sorghum;
    A contract of $161,000 under a $250,000 Alabama Department of
    Economic and Community Affairs, grant awarded to Amyris
    Biotechnologies, Inc. to study the viability of sweet sorghum
    and sugarcane; 96




---



##### Table of Contents




    A $491,000 subcontract award from the DOEs BioEnergy
    Science Center to field trial traits to reduce recalcitrance and
    improve conversion of switchgrass to biofuels;
    A subcontract award of $86,000 under a $4.7 million BRDI
    grant to the University of Tennessee together with DuPont
    Danisco Cellulosic Ethanol LLC to plant 1,000 acres of
    switchgrass to investigate agronomy and biomass supply chain
    logistics;
    A $883,000 BRDI grant with Choren USA, LLC, a biorefining
    company, to investigate desirable biomass compositional
    characteristics for biomass gasification;
    A $1.5 million BRDI grant with Rohm & Haas (now
    part of Dow Chemical) to investigate the production of
    methacrylate as a co-product in switchgrass; and
    A contract of $22,000 under a $25 million DOE Integrated
    Bio-Refinery, or IBR, grant to UOP, LCC, a Honeywell company, to
    build a demonstration unit in Hawaii to convert cellulosic
    biomass into renewable transportation fuels.  Intellectual
    Property
   
   
 
   
  Competition
   97




---



##### Table of Contents



Government
    Policies and Incentives
    Renewable Fuel Standard 2
  Biomass Crop Assistance Program, or BCAP
 98




---



##### Table of Contents



Renewable Electricity Standard
  Renewable Energy Production Tax Credit, or
    PTC kilowatt-hour.
  Renewables Obligation Certificates U.S.-grown
 99




---



##### Table of Contents



Regulatory
    Matters
    U.S. Regulatory
    Process for Our Biotechnology Products
              Brazilian
    Regulatory Process for Our Biotechnology Products
   100




---



##### Table of Contents



European
    Regulatory Process for Our Biotechnology Products
 
 
   
 
   
 
   
 
   
 
   
 
   
 101




---



##### Table of Contents



Other
    Regulation
  Phytosanitary Certification.
  Seed and Plant Variety Registration.
 102




---



##### Table of Contents



Regulation of Laboratory and Greenhouse
    Facilities.
  Hazardous Materials.
  Employees
    Facilities
  Headquarters
    College Station
    Research Center
    Amarillo
    Operations
  32-acre
  Brazil
   103




---



##### Table of Contents



Legal
    Proceedings
   104




---



##### Table of Contents



MANAGEMENT  Executive
    Officers and Directors
    
 Name

Age

PositionBoard of Directors:Walter De Logi, Ph.D.(1)(2)


60


Chairman of the BoardPascal Brandys(2)


52


DirectorRaymond Debbane


56


DirectorRuth Devenyns


46


DirectorRichard Flavell, Ph.D.


67


Director, Chief Scientific OfficerRobert Goldberg, Ph.D.(2)


68


DirectorRichard Hamilton, Ph.D.


48


Director, President and Chief Executive OfficerThomas Kiley(1)


68


DirectorDavid B. Krieger


37


DirectorEdmund Olivier(1)(2)


73


DirectorGerard Van Acker


67


DirectorOther Executive Officers and Key Employees:Paul M. Kuc


49


Chief Financial OfficerWilfriede van Assche


56


Senior Vice President, General Counsel and SecretaryJ. Jefferson Gwyn, Ph.D.


52


Vice President of Breeding and GenomicsMichael Stephenson


68


Vice President of OperationsRoger Pennell, Ph.D.


51


Vice President of Trait Development  
   (1)
    
    Member of Audit Committee(2)
    
    Member of Compensation Committee(3)
    
    Member of the Nominating and Governance Committee    Board of
    Directors
  Walter De Logi,
    Ph.D., Chairman of the Board
 
   
  Pascal Brandys,
    Director
 
   
 105




---



##### Table of Contents



Raymond Debbane,
    Director
    Ruth Devenyns,
    Director
 
   
  Richard Flavell,
    Ph.D., FRS, CBE, Chief Scientific Officer and Director
   106




---



##### Table of Contents



Robert Goldberg,
    Ph.D., Director
 
   
  Richard Hamilton,
    Ph.D., President, Chief Executive Officer and Director
    Thomas Kiley,
    Director
 
   
  David B. Krieger,
    Director
 
   
 107




---



##### Table of Contents



Edmund Olivier,
    Director
 
   
  Gerard Van Acker,
    Director
    Executive
    Officers
  Paul M. Kuc,
    Chief Financial Officer
 
  12-year
 
  Wilfriede van
    Assche, Senior Vice President & General Counsel and
    Secretary
   108




---



##### Table of Contents



J.
    Jefferson
    Gwyn, Ph.D., Vice President of Breeding and
    Genomics 
   
  Michael
    Stephenson, Vice President of Operations
    Roger Pennell,
    Ph.D., Vice President of Trait Development
 
   
  Board of
    Directors
      
    Class I directors, whose initial term will expire at the
    annual meeting of stockholders to be held in 2012;
    Class II directors, whose initial term will expire at the
    annual meeting of stockholders to be held in 2013; and
    Class III directors, whose initial term will expire at the
    annual meeting of stockholders to be held in 2014. 109




---



##### Table of Contents



Risk
    Oversight
    Director
    Independence
  Rule 10A-3
  Rule 10A-3,
 
   
 110




---



##### Table of Contents



Committees of the
    Board of Directors
    Audit
    Committee
  Regulation S-K
  
    oversee our accounting and financial reporting processes and
    audits of our financial statements;
    be directly responsible for the appointment, retention,
    compensation and oversight of the work of the independent
    registered public accounting firm;
    have the sole authority to preapprove any non-audit services to
    be provided by the independent registered public accounting firm
    and to review with the lead audit partner whether any of the
    audit team members receive any discretionary compensation from
    the audit firm with respect to non-audit services performed by
    the independent registered public accounting firm;
    actively engage in dialogue with the independent registered
    public accounting firm with respect to any disclosed
    relationships or services that may impact the objectivity and
    independence of the independent registered public accounting
    firm and recommending that the board of directors take,
    appropriate action to oversee the independence of the
    independent auditor; and
    discuss the adequacy of the Companys internal control over
    financial reporting with the independent registered public
    accounting firm and management and review and discuss any
    changes implemented by management to address control
    deficiencies or to make controls more effective.  Compensation
    Committee
   111




---



##### Table of Contents




    establish and review our overall compensation philosophy and
    executive compensation levels and make recommendations to the
    board of directors;
    review and approve, or recommend that our board of directors
    approve, the compensation of our executive officers other than
    the chief executive officer;
    review and approve the compensation of the chief executive
    officer;
    review and recommend to our board of directors the compensation
    of our directors;
    review and approve, or recommend that our board of directors
    approve, the terms of any material agreements with our executive
    officers and new or prospective hires;
    establish and administer bonus and other performance-based
    compensation programs;
    administer our equity incentive plans and review and approve, or
    recommend that our board of directors approve, awards thereunder;
    review and approve, or recommend that our board of directors
    approve, perquisites, equity incentive awards and cash payments
    made to executive officers;
    assist in developing and evaluating the senior leadership team
    and assist in developing succession and continuity plans;
    review our compensation and benefit plans to determine whether
    they create risks that are reasonably likely to have a material
    adverse effect on the company; and
    review, discuss with management, and approve the compensation,
    discussion and analysis for our public filings. 
   
  Nominating and
    Governance Committee
    
    identify and recommend director nominees;
    recommend directors to serve on our various committees; and
    implement our corporate governance guidelines.   112




---



##### Table of Contents



Compensation
    Committee Interlocks and Insider Participation
  Regulation S-K.
  Code of Business
    Ethics and Conduct
  www.ceres.net
  Limitation of
    Liability and Indemnification of Officers and
    Directors
    
    breach of their duty of loyalty to us or our stockholders;
    acts or omissions not in good faith or that involve intentional
    misconduct or a knowing violation of law;
    unlawful payments of dividends or unlawful stock repurchases or
    redemptions as provided in Section 174 of the Delaware
    General Corporation Law; and
    any transaction from which the director derived an improper
    personal benefit.   113




---



##### Table of Contents



Director
    Compensation
  Director
    Compensation Prior to this Offering
 
   
  
 OptionAwardsName

($)(1)(2)

Total ($)Pascal Brandys


23,270



23,270Thomas Kiley


46,540



46,540  
   (1)
    
    The amounts in the Option Awards column reflect the
    aggregate grant date fair value of stock options granted during
    fiscal 2010, computed in accordance with ASC Topic 718,
    including a grant of options to purchase 15,000 shares to
    Mr. Brandys and options to purchase 30,000 shares to
    Mr. Kiley, each with an exercise price of $2.25 per share.
    The assumptions used by us in determining the grant date fair
    value of option awards are set forth in Note 6 to our
    consolidated financial statements included elsewhere in this
    prospectus. These amounts do not correspond to the actual value
    that may be recognized by the directors. 
  (2)
    
    As of August 31, 2010, members of our board of directors
    held outstanding stock option awards as follows: Dr. De
    Logi held 250,000 outstanding stock option awards,
    Mr. Brandys held 75,000 outstanding stock option awards,
    Mr. Debbane held 20,000 outstanding stock option awards,
    Dr. Goldberg held 80,000 outstanding stock option awards,
    Mr. Kiley held 170,000 outstanding stock option awards, and
    Mr. Olivier held 20,000 outstanding stock option awards. 
 114




---



##### Table of Contents



Director
    Compensation After this Offering
 
 
   
 
  
    an annual retainer of $30,000; 
 
  
    an initial stock option grant to purchase 35,000 shares, to
    vest annually over three years; 
 
  
    an annual stock option grant to purchase 17,500 shares, to
    vest 100% after one year; 
 
  
    an annual retainer for committee members as follows: $7,500 for
    members of the audit and compensation committees, and $3,500 for
    members of the nominating and governance committee; 
 
  
    an annual retainer for committee chairs as follows: $15,000 for
    the chairs of the audit and compensation committees, and $6,000
    for the chair of the nominating and governance committee; 
 
  
    an annual retainer of $30,000 for any non-employee director
    appointed as lead/non-executive chairman of the board of
    directors; and 
 
  
    reimbursement for reasonable
    out-of-pocket
    business expenses. 
 115




---



##### Table of Contents



COMPENSATION
    DISCUSSION AND ANALYSIS  Executive
    Compensation
      Executive
    Compensation Procedures
 
   
     116




---



##### Table of Contents



th
 
   
   
  
 Amyris, Inc.

Halozyme Therapeutics, Inc.

Rentech, Inc.ArborGen Inc.

Inspire Pharmaceuticals, Inc.

Sangamo Biosciences, Inc.Array BioPharma Inc.

Isis Pharmaceuticals, Inc.

Solazyme, Inc.Codexis, Inc.

Kior, Inc.

Synta Pharmaceuticals Corp.FutureFuel Corp.

Lexicon Pharmaceuticals, Inc.

Targacept, Inc.Genron Corporation

Metabolix, Inc.

Verenium CorporationGevo, Inc.

Myriant Corporation  
  Compensation
    Philosophy and Objectives
  pay-for-performance
  
    align the interests of our executive officers with stockholders
    by motivating executive officers to meet our long-term
    objectives and increase stockholder value by rewarding executive
    officers when stockholder value increases;
    attract and retain talented and experienced executives who will
    strategically address our short-term and long-term needs;
    reward executives whose knowledge, skills and performance are
    critical to our success;
    ensure fairness among the executive management team by
    recognizing the contributions each executive makes to our
    success; and
    foster a shared commitment among executives by aligning their
    individual goals with the goals of the executive management team
    and our stockholders. 
   
 117




---



##### Table of Contents



Elements of
    Compensation and Pay Mix
  pay-for-performance
  
    base salary;
    annual cash bonuses linked to our overall performance and
    individual performance;
    grants of long-term equity-based compensation;
    health and retirement benefits generally available to employees;
    limited severance payments for certain of our
    executives; and
    limited personal benefits for certain of our executives.      Short-Term
    Incentives
 
  Base Salary. th
 
 118




---



##### Table of Contents



th th
 
  Cash Bonuses.
 
   
  
    achievement of targeted technical goals in agronomy, breeding,
    trait and product development;
    expansion of collaborations with potential customers and
    end-users of our products;
    achievement of successful fermentation and field trial results
    with sweet sorghum; and
    achievement of key finance, audit and budgetary goals. 
   
  
 Target Bonus as a

Actual Bonus asPercent of Base

Percent of BaseName

Salary (%)

Salary (%)Richard Hamilton


35



17.5Paul Kuc


30



25J. Jefferson Gwyn


30



25Roger Pennell


30



20Michael Stephenson


30



20  
     
   
 119




---



##### Table of Contents




    Meet the Companys 2011 budget and finance goals; 
 
  
    Demonstrate the successful cultivation, processing and
    fermentation of key seed varieties; 
 
  
    Achieve research and development milestones and results; 
 
  
    Expand the cultivated acreage of the Companys energy
    crops; and 
 
  
    Raise the profile of the Company and its energy crops. 
 
   
  Long-Term
    Incentives
  Long-Term Equity Compensation.
 
  case-by-case
 
 
   
 120




---



##### Table of Contents



Number of SharesNamed Executive Officer

Subject to the OptionRichard Hamilton


200,000Paul Kuc


40,000Michael Stephenson


40,000Roger Pennell


40,000J. Jefferson Gwyn


40,000  
 
   
  Other
    Compensation and Benefits
  Other Employee Benefits.
  Severance and Change of Control
    Benefits.
  Tax Considerations.
 121




---



##### Table of Contents



Summary
    Compensation Table
    All OtherOption

CompensationName and Principal Position

Year

Salary ($)

Bonus ($)(1)

Awards ($)(2)

($)

Total ($)Richard HamiltonPresident and Chief Executive Officer


2010



380,000



66,500







7,616(3)



454,116Paul KucChief Financial Officer


2010



260,000



65,000



155,133



65,021(4)



545,154J. Jefferson GwynVice President of Breeding and Genomics


2010



200,577



50,000



315,558



29,129(5)



595,264Roger PennellVice President of Trait Development


2010



231,154



46,000



214,421



8,278(6)



499,853Michael StephensonVice President of Operations


2010



250,000



50,000



155,133



6,744(7)



461,877    (1)
    
    The amounts reported in this column
    represent discretionary bonuses determined by the board of
    directors in respect of performance in fiscal 2010. These
    bonuses were paid in early 2011.(2)
    
    The amounts in the Option
    Awards column reflect the aggregate grant date fair value
    of stock options granted, computed in accordance with ASC Topic
    718. The assumptions used by us in determining the grant date
    fair value of option awards are set forth in Note 6 to our
    Consolidated Financial Statements included elsewhere in this
    prospectus. See the Grants of Plan-Based Awards
    table for more information on stock option grants made in fiscal
    2010. These amounts do not correspond to the actual value that
    may be recognized by the named executive officers.(3)
    
    This amount includes a company
    matching contribution to our 401(k) plan in the amount of $7,350
    and company-paid life insurance premiums in the amount of $266.(4)
    
    This amount includes a company
    matching contribution to our 401(k) plan in the amount of
    $5,600, company-paid life insurance premiums in the amount of
    $266, an amount of $6,750 to cover legal expenses associated
    with Mr. Kucs naturalization, reimbursement of a
    $28,650 realtors fee associated with the sale of
    Mr. Kucs primary residence pursuant to the terms of
    his offer letter, and an amount of $23,755 to cover the taxes
    associated with the reimbursement.(5)
    
    This amount includes a company
    matching contribution to our 401(k) plan in the amount of
    $8,023, company-paid life insurance premiums in the amount of
    $266, and $13,373 in a closing cost reimbursements associated
    with the purchase of Dr. Gwyns primary residence
    according to his offer letter, a gross up amount of
    $5,481 gross-up
    to pay taxes associated with the reimbursement, and $503 for
    miscellaneous moving expense reimbursement, and the estimated
    portion his company vehicles gasoline expense incurred by
    us that is attributable to his personal use of the vehicle in
    the amount of $1,483.(6)
    
    This amount includes a company
    matching contribution to our 401(k) plan in the amount of $8,012
    and company-paid life insurance premiums in the amount of $266.(7)
    
    This amount includes a company
    matching contribution to our 401(k) plan in the amount of $6,494
    and company-paid life insurance premiums in the amount of $250. 122




---



##### Table of Contents



Grants of
    Plan-Based Awards
    All Other OptionAwards: Number of

Exercise or Base

Grant Date FairSecurities Underlying

Price of Option

Value of OptionName

Grant Date

Options (#)(1)

Awards ($/Sh)(2)

Awards ($)(3)Paul Kuc


6/8/2010



100,000



2.25



155,133J. Jefferson Gwyn


9/15/2009
(4)


115,000



2.25



160,4256/8/2010



100,000



2.25



155,133Roger Pennell


9/15/2009
(4)


42,500



2.25



59,2886/8/2010



100,000



2.25



155,133Michael Stephenson


6/8/2010



100,000



2.25



155,133    (1)
    
    Stock option awards vest as to 25%
    of the original number of shares on the first anniversary of the
    vesting commencement date, which is a date fixed by our board of
    directors when granting options, and the remainder of the shares
    vest ratably each month thereafter until the fourth anniversary
    of the vesting commencement date. Notwithstanding the foregoing,
    awards may be subject to acceleration of vesting upon a change
    in control of our company and termination of employment
    following a change in control, as further described below in
    Executive Compensation  Potential Severance
    Payments upon Termination and upon Termination Following a
    Change in Control. All options were granted under either
    our 2000 Stock Option/Stock Issuance Plan, as amended, or our
    2010 Stock Option/Stock Issuance Plan, which are described below
    under Compensation Discussion and Analysis 
    Executive Compensation  Equity Compensation
    Plans.(2)
    
    Represents the fair market value of
    a share of our common stock, as determined by our board of
    directors, on the respective option grant date. For a discussion
    of our methodology for determining the fair value of our common
    stock, see the Managements Discussion and Analysis
    of Financial Condition and Results of Operations 
    Critical Accounting Policies and Estimates section of this
    prospectus.(3)
    
    Reflects the grant date fair value
    of each stock option granted computed in accordance with ASC
    Topic 718. The assumptions used by us in determining the grant
    date fair value of option awards are set forth in Note 6 to
    our Consolidated Financial Statements included elsewhere in this
    prospectus. These amounts do not correspond to the actual value
    that may be recognized by the named executive officers.(4)
    
    The grants to Dr. Gwyn and
    Dr. Pennell on September 15, 2009 were made outside
    the annual grant process in connection with their internal
    promotions. 123




---



##### Table of Contents



Outstanding
    Equity Awards at Fiscal 2010 Year-End
    Option Awards

Stock AwardsSecurities

Securities

TotalUnderlying

Underlying

Number of







MarketUnexercised

Unexercised

Securities





Number of

Value ofOptions

Options

Underlying

Option

Option

Shares That

Shares ThatOption

Exercisable

Unexercisable

Unexercised

Exercise

Expiration

Have Not

Have NotGrant Date

(#)(1)*

(#)(1)

Options (#)

Price ($)(2)

Date

Vested (#)(3)

Vested ($)(4)Richard Hamilton


12/19/2002



1,200,000







1,200,000
(5)


0.65



12/18/20121/16/2006



205,000







205,000
(6)


1.30



1/15/201612/21/2007



562,000







562,000
(7)


2.25



12/20/2017Paul Kuc


9/3/2008



330,000







330,000
(8)


2.25



9/2/20186/8/2010



100,000







100,000
(9)


2.25



6/7/2020J. Jefferson Gwyn


8/19/2008



75,000







75,000
(10)


2.25



8/18/20189/15/2009



115,000







115,000
(11)


2.25



9/14/20196/8/2010



100,000







100,000
(9)


2.25



6/7/2020



5,000



12,200Roger Pennell


5/17/2006



80,000







80,000
(12)


1.30



5/16/20169/15/2009



42,500







42,500
(11)


2.25



9/14/20196/8/2010



100,000







100,000
(9)


2.25



6/7/2020Michael Stephenson


6/4/2008



300,000







300,000
(13)


2.25



6/3/20186/8/2010



100,000







100,000
(9)


2.25



6/7/2020    *
    
    Stock options may be exercised
    prior to vesting, subject to repurchase rights that expire over
    the vesting periods indicated in the footnotes below.
    Accordingly, all stock options outstanding as of August 31,
    2010 were exercisable in full.(1)
    
    All options vest as to 25% of the
    original number of shares on the first anniversary of the
    vesting commencement date, which is a date fixed by our board of
    directors when granting options, and the remainder of the shares
    vest ratably each month thereafter until the fourth anniversary
    of the vesting commencement date. Notwithstanding, awards may be
    accelerated upon a change in control of our company, and/or
    termination of employment following a change in control, as
    further described below in Executive
    Compensation  Potential Severance Payments upon
    Termination and upon Termination Following a Change in
    Control. Unvested options are subject to early exercise,
    in which case, until they vest, the shares acquired pursuant to
    such exercise will be restricted and subject to repurchase by
    the Company at the exercise price upon the participant
    termination of employment.(2)
    
    The option exercise price
    represents the fair market value of our common stock as of the
    date of grant, as determined by our board of directors.(3)
    
    The remainder of the restricted
    stock award held by Dr. Gwyn vests in equal annual
    installments on the following dates: April 1, 2011 (which
    installment did vest), and April 1, 2012, subject to the
    achievement of certain performance milestones.(4)
    
    The aggregate dollar value of
    unvested restricted stock represents the product of the fair
    market value of our common stock on August 31, 2010, which
    was determined by our board of directors to be approximately
    $2.44 per share, and the number of shares that remained unvested
    on August 31, 2010.(5)
    
    The vesting commencement date of
    this grant is September 23, 2002.(6)
    
    The vesting commencement date of
    this grant is January 16, 2006.(7)
    
    The vesting commencement date of
    this grant is December 21, 2007.(8)
    
    The vesting commencement date of
    this grant is September 3, 2008.(9)
    
    The vesting commencement date of
    this grant is June 8, 2010.(10)
    
    The vesting commencement date of
    this grant is August 11, 2008.(11)
    
    The vesting commencement date of
    this grant is August 1, 2009.(12)
    
    The vesting commencement date of
    this grant is April 1, 2006.(13)
    
    The vesting commencement date of
    this grant is June 1, 2008.  Option Exercises
    and Stock Vested in Fiscal 2010
   124




---



##### Table of Contents



Stock AwardsNumber of SharesAcquired on

Value Realized onName

Vesting

Vesting (1)J. Jefferson Gwyn


2,500


$
5,800  
   (1)
    
    The aggregate dollar value realized upon vesting of restricted
    stock represents the product of the fair market value of our
    common stock on the vesting date, which was determined by our
    board of directors to be approximately $2.32 per share, and the
    number of shares that vested on such date. For a discussion of
    our methodology for determining the fair value of our common
    stock, see the Managements Discussion and Analysis
    of Financial Condition and Results of Operations 
    Critical Accounting Policies and Estimates section of this
    prospectus.  Pension Benefits
    and Non-Qualified Deferred Compensation
    Potential
    Severance Payments upon Termination and upon Termination
    Following a Change in Control
 
   
    
 Involuntary Termination inTermination Without Cause

Connection with or withinin the Absence of a

12 Months Following aChange in Control

Change in ControlValue of



Value ofAccelerated



AcceleratedBase Salary

Options or

Base Salary

Options orName

($)(1)

Shares ($)

($)(1)

Shares ($)(2)Richard Hamilton


285,000







285,000



35,593Paul Kuc










260,000



51,656J. Jefferson Gwyn














54,713Roger Pennell














25,056Michael Stephenson














45,125  
   (1)
    
    The amounts in this column represent the salary continuation of
    our CEO in the event of his termination of employment by us
    without cause, and a lump sum payment to our CFO in the event of
    his termination in connection with an acquisition of the Company.(2)
    
    This column assumes that options and restricted stock accelerate
    in the event of an involuntary termination (as
    defined in the 2010 Plan and described below) within
    12 months after a change in control or similar corporate
    transaction. The amounts represent, in (1) respect of each
    unvested stock option outstanding as of August 31, 2010,
    the number of shares underlying such stock 125




---



##### Table of Contents



option, multiplied by the excess of the fair market value of our
    common stock on such date, as determined by our board of
    directors to be $2.44 per share, over the exercise price of such
    option, and (2) in respect of any outstanding restricted
    stock, the number of shares of restricted stock outstanding as
    of August 31, 2010, multiplied by the fair market value of
    our common stock on such date, as determined by our board of
    directors to be $2.44 per share.  Executive
    Employment Agreements
 
   
 
   
  Equity
    Compensation Plans
  Ceres, Inc. 2010
    Stock Option/Stock Issuance Plan
  General.
  Share Reserve.
  Administration.
  Eligibility.
  Stock Options.
 126




---



##### Table of Contents



Stock Issuance.
  Repurchase Rights.
  Corporate Transactions.
 127




---



##### Table of Contents



Ceres, Inc. 2000
    Stock Option/Stock Issuance Plan
    Ceres, Inc. 2011
    Equity Incentive Plan
    General.
  Share Reserve.
  Administration.
  Eligibility.
  Performance-Based Awards.
  Stock Options.
  Restricted Stock.
  Stock Appreciation Rights.
 128




---



##### Table of Contents



Performance Awards, Dividend Equivalents, Stock Payments,
    Restricted Stock Units and Other Awards.
  Corporate Events.
  Amendment and Termination.
  Certain Federal Income Tax Consequences. non-United
     129




---



##### Table of Contents



130




---



##### Table of Contents



New Plan
    Benefits
   EQUITY
    COMPENSATION PLAN INFORMATION    
 Number ofSecuritiesRemainingNumber of


Weighted


AvailableSecurities


Average


for Futureto be Issued


Exercise


IssuanceUpon Exercise of


Price of


Under EquityOutstanding


Outstanding


CompensationPlan Category

Options


Options


PlansEquity compensation plans approved by stockholders


6,874,588
(1)

$
1.48



1,148,257
(2)Equity compensation plans not approved by stockholders










Total


6,874,588


$
1.48



1,148,257  
   (1)
    
    Consists of shares underlying stock options granted under the
    2010 Plan and the 2000 Plan.(2)
    
    Consists of shares issuable under the 2010 Plan. No additional
    shares are available for future issuance under the 2000 Plan
    other than in respect of shares underlying outstanding stock
    options. The shares issuable under the 2010 Plan may be
    increased by the number of shares that would have been issuable
    under any stock option granted under the 2010 Plan or the 2000
    Plan that were forfeited or that expired without being
    exercised. Upon the completion of this offering and the approval
    of the 2011 Plan, no future grants will be made under the 2010
    Plan. 131




---



##### Table of Contents



CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS  change-in-control
  
    we have been or are to be a participant;
    the amount involved exceeds or will exceed $120,000; and
    any of our directors, executive officers or holders of more than
    5% of any class of our capital stock at the time of the
    transactions in issue, or any immediate family member of or
    person sharing the household with any of these individuals, had
    or will have a direct or indirect material interest.  Preferred Stock
    Financings
  Series F
    Convertible Preferred Stock Financing
    
 Shares of CommonNumber of

Aggregate

Stock UnderlyingName

Shares

Purchase Price

WarrantsArtal Luxembourg S.A.


568,518


$
3,695,367.00



113,704Gimv N.V.


196,154


$
1,275,001.00



39,231Adviesbeheer Gimv Life Sciences N.V.


34,616


$
225,004.00



6,924H&Q Healthcare Investors


40,846


$
265,499.00



8,170H&Q Life Sciences Investors


28,385


$
184,502.50



5,677KBC Private Equity N.V.


77,000


$
500,500.00



15,400KBC Private Equity Fund Biotech N.V.


37,500


$
243,750.00



7,500Oppenheimer International Growth Fund


1,900,000


$
12,350,000.00



380,000Quantum Industrial Partners LDC


287,923


$
1,871,499.50



57,585SFM Domestic Investments LLC


31,991


$
207,941.50



6,399Rothschild Trust Guernsey Limited as Trustee F/B/O the
    Ambergate Trust


308,000


$
2,002,000.00



61,600Warburg Pincus Private Equity IX, L.P.


6,923,078


$
45,000,007.00



1,384,616Galleon Admirals Offshore, Ltd.


552,225


$
3,589,462.50



110,446Galleon Technology Partners II, LP


87,360


$
567,840.00



17,472Galleon Technology Offshore, Ltd.


464,866


$
3,021,629.00



92,973  
  Series G
    Convertible Preferred Stock Financing
   132




---



##### Table of Contents



Shares of CommonNumber of

Aggregate

Stock UnderlyingName

Shares

Purchase Price

WarrantsArtal Luxembourg S.A.


1,361,538


$
8,849,997.00



1,361,538Rothschild Trust Guernsey Limited as Trustee F/B/O the
    Ambergate Trust


1,300,000


$
8,450,000.00



1,300,000Gimv N.V.


340,000


$
2,210,000.00



340,000Adviesbeheer Gimv Life Sciences 2004 N.V.


60,000


$
390,000.00



60,000The Kiley Revocable Trust


15,385


$
100,002.50



15,385  
  Indemnification
    Arrangements
    Executive
    Compensation and Employment Arrangements
    Investors
    Rights Agreement
    Offer
    Letters
    Related Person
    Transaction Policy
    Director
    Independence
   133




---



##### Table of Contents



PRINCIPAL
    STOCKHOLDERS   
  
    each person, or group of affiliated persons, who is known by us
    to beneficially own more than 5% of our voting securities;
    each of our directors;
    each of our named executive officers; and
    all of our directors and executive officers as a group.   
   
 
   
 134




---



##### Table of Contents



c/o Ceres,
  
 Shares Beneficially Owned

Shares Beneficially OwnedPrior to Offering

After OfferingName and Address of Beneficial Owner

Number (#)

Percentage (%)

Number (#)

Percentage (%)5% StockholdersArtal Luxembourg S.A.(1)


9,665,288



18.06Warburg Pincus Private Equity IX, L.P.(2)


8,307,694



15.55Ambergate Trust(3)


7,467,824



13.98Oxford Bioscience entities(4)


5,535,609



10.64Gimv entities(5)


4,444,978



8.47Oppenheimer Growth entities(6)


4,430,867



8.45Quantum Industrial Partners LDC(7)(9)


3,002,320



5.76SFM Domestic Investments LLC(8)(9)


333,592



*Monsanto Company(10)


3,333,333



6.41Directors and Named Executive OfficersWalter De Logi(11)


1,600,000



3.06Pascal Brandys(12)


250,707



*Raymond Debbane(13)


50,000



*Ruth Devenyns






*Richard Flavell(14)


725,000



1.38Robert Goldberg(15)


624,083



1.20Richard Hamilton(16)


2,237,000



4.14Thomas Kiley(17)


200,770



*David B. Krieger(2)(18)


8,307,694



15.55Edmund Olivier(4)(19)


5,555,609



10.68Gerard Van Acker






*Paul M. Kuc(20)


430,000



*J. Jefferson Gwyn(21)


300,000



*Roger Pennell(22)


300,000



*Michael Stephenson(23)


400,000



*All directors and executive officers as a group
    (16 persons)


21,223,363



36.57  
   *
    
    Represents beneficial ownership of less than 1%.(1)
    
    Includes 1,475,242 shares of common stock that may be
    acquired pursuant to the exercise of warrants held prior to this
    offering by Artal Luxembourg S.A. The address for Artal
    Luxembourg S.A. is 105 Grand-Rue, L-1661, Luxembourg.(2)
    
    Includes 1,384,616 shares of common stock that may be
    acquired pursuant to the exercise of warrants held prior to this
    offering by Warburg Pincus Private Equity IX, L.P., a Delaware
    partnership, or WP IX. The sole general partner of WP IX is
    Warburg Pincus IX LLC, a New York limited liability company, or
    WP IX LLC. Warburg Pincus Partners, LLC, a New York limited
    liability company, or WP Partners, is the sole member of WP IX
    LLC. Warburg Pincus & Co., a New York general
    partnership, or WP, is the managing member of WP Partners. WP IX
    is managed by Warburg Pincus LLC, a New York limited liability
    company, or WP LLC. David B. Krieger, one of our directors, is a
    Managing Director of WP LLC and a General Partner of WP. The
    shares and shares underlying warrants acquired by WP IX are
    reflected as indirectly owned by Mr. Krieger because of his
    affiliation with the Warburg Pincus entities. Mr. Krieger
    disclaims beneficial ownership of the shares and shares
    underlying warrants held by WP IX, except to the extent of his
    pecuniary interests therein. Charles R. Kaye and Joseph P. Landy
    are Managing General Partners of Warburg Pincus and Managing
    Members and Co-Presidents of WP and may 135




---



##### Table of Contents



be deemed to control the Warburg Pincus entities.
    Messrs. Kaye and Landy disclaim beneficial ownership of all
    shares held by the Warburg Pincus entities. The address for WP
    IX, WP IX LLC, WP Partners, WP, WP LLC, and Messrs. Kaye,
    Krieger and Landy is 450 Lexington Avenue, New York,
    NY 10017.(3)
    
    Represents 7,467,824 shares of common stock held by
    Rothschild Trust Guernsey Limited as Trustee F/B/O the
    Ambergate Trust. Includes 1,361,600 shares of common stock
    that may be acquired pursuant to the exercise of warrants held
    prior to this offering by Rothschild Trust Guernsey Limited
    as Trustee F/B/O the Ambergate Trust. Mr. De Logi is
    the settlor of the Ambergate Trust and one of the beneficiaries.
    Mr. De Logi disclaims beneficial ownership of the shares
    held by the Ambergate Trust. The address for Rothschild
    Trust Guernsey Limited is PO Box 472,
    St. Peters House, Le Bordage, St. Peter Port GY1 6AX,
    Guernsey.(4)
    
    Represents 2,380,010 shares of common stock held by Oxford
    Bioscience Partners II, L.P., 309,695 shares of common
    stock held by Oxford Bioscience Partners (GS-Adjunct) II, L.P.,
    663,333 shares of common stock held by Oxford Bioscience
    Management Partners II, 487,227 shares of common stock held
    by Oxford Bioscience Partners (Adjunct) II, L.P. and
    1,695,344 shares of common stock held by Oxford Bioscience
    Partners (Bermuda) II, Limited Partnership. OBP
    Management II L.P. is the general partner of Oxford
    Bioscience Partners II L.P., Oxford Bioscience Partners
    (Adjunct) II L.P. and Oxford Bioscience Partners (GS-Adjunct) II
    L.P. Edmund Olivier, Alan Walton, Cornelius Ryan and Jonathan
    Fleming are the general partners of OBP Management II L.P.
    OBP Management (Bermuda) II Limited Partnership is the general
    partner of Oxford Bioscience Partners (Bermuda) II Limited
    Partnership. Edmund Olivier, Alan Walton, Cornelius Ryan and
    Jonathan Fleming are the general partners of Oxford Bioscience
    Partners (Bermuda) II Limited Partnership. Messrs. Olivier,
    Walton, Ryan and Fleming all disclaim beneficial ownership of
    the shares except to the extent of their pecuniary interests
    therein. The shares acquired by the Oxford Bioscience entities
    are reflected as indirectly owned by Mr. Olivier because of
    his affiliation with the Oxford Bioscience entities. The address
    for Oxford Bioscience Partners is 222 Berkeley St.
    Suite 1960, Boston, MA 02116.(5)
    
    Represents 254,007 shares of common stock held by
    Adviesbeheer Gimv Life Sciences 2004 N.V. and
    4,190,971 shares of common stock held by Gimv N.V. Includes
    66,924 shares of common stock that may be acquired pursuant
    to the exercise of warrants held prior to this offering by
    Adviesbeheer Gimv Life Sciences 2004 N.V. and
    379,231 shares of common stock that may be acquired
    pursuant to the exercise of warrants held prior to this offering
    by Gimv N.V. The address for Adviesbeheer Gimv Life Sciences
    2004 N.V. and Gimv N.V. is Karel Oomsstraat 37, B-2018,
    Antwerpen, Belgium.(6)
    
    Represents 3,024,347 shares of common stock held by
    Oppenheimer International Growth Fund and 1,026,520 shares
    of common stock held by Oppenheimer MassMutual International
    Equity Fund. Includes 380,000 shares of common stock that
    may be acquired pursuant to the exercise of warrants held prior
    to this offering by Oppenheimer International Growth Fund. The
    address for Oppenheimer International Growth Fund is 2 World
    Financial Center, 225 Liberty Street, New York, NY 10281.(7)
    
    Represents 2,944,735 shares of common stock held by Quantum
    Industrial Partners LDC, an exempted limited duration company
    formed under the laws of the Cayman Islands, or QIP, and
    57,585 shares of common stock that may be acquired pursuant
    to the exercise of warrants held prior to this offering by QIP.
    The principal address of QIP is Kaya Flamboyan 9,
    Willemstad, Curacao. QIH Management Investor, L.P., or QIHMI, an
    investment advisory firm organized as a Delaware limited
    partnership, is a minority stockholder of, and is vested with
    investment discretion with respect to portfolio assets held for
    the account of QIP. The sole general partner of QIHMI is QIH
    Management LLC, a Delaware limited liability company, or QIH
    Management.(8)
    
    Represents 327,193 shares of common stock held by SFM
    Domestic Investments LLC, a Delaware limited liability company,
    or SFMD, and 6,399 shares of common stock that may be 136




---



##### Table of Contents



acquired pursuant to the exercise of warrants held prior to this
    offering by SFMD. The principal address of SFMD is at 888
    Seventh Avenue, 33rd Floor, New York, New York 10106.(9)
    
    Soros Fund Management LLC, or SFM LLC, a Delaware limited
    liability company, may be deemed the beneficial owner of the
    shares held for the account of SFMD and QIP. SFM is the manager
    of SFMD and the sole managing member of QIH Management. George
    Soros serves as Chairman of SFM LLC, Robert Soros serves as
    Deputy Chairman of SFM LLC, and Jonathan Soros serves as
    President and Deputy Chairman of SFM LLC.(10)
    
    The address for Monsanto Company is 800 North Lindbergh
    Boulevard, St. Louis, Missouri 63167. Pursuant to the terms of
    the Investors Rights Agreement, Monsanto agreed that,
    subject to certain exceptions, it would not increase its
    ownership position to more than 15% of our then outstanding
    voting stock. 
  (11)
    
    Includes 160,000 shares of common stock held by Lynda De
    Logi, Walter De Logis spouse, and 250,000 shares of
    common stock issuable pursuant to stock options exercisable
    within 60 days of May 31, 2011. 
 
  (12)
    
    Includes 75,000 shares of common stock issuable pursuant to
    stock options exercisable within 60 days of May 31,
    2011, 18,438 of which are unvested and early exercisable and
    would be subject to a right of repurchase in our favor upon
    Mr. Brandyss cessation of service with us prior to
    vesting. 
 
  (13)
    
    Includes 20,000 shares of common stock issuable pursuant to
    stock options exercisable within 60 days of May 31,
    2011. 
 
  (14)
    
    Includes 455,000 shares of common stock issuable pursuant
    to stock options exercisable within 60 days of May 31,
    2011, 62,501 of which are unvested and early exercisable and
    would be subject to a right of repurchase in our favor upon
    Dr. Flavells cessation of service with us prior to
    vesting. 
 
  (15)
    
    Includes 544,083 shares of common stock held by The Robert
    Goldberg Revocable Living Trust and 80,000 shares of common
    stock issuable pursuant to stock options exercisable within
    60 days of May 31, 2011, 7,500 of which are unvested
    and early exercisable and would be subject to a right of
    repurchase in our favor upon Dr. Goldbergs cessation
    of service with us prior to vesting. 
 
  (16)
    
    Includes 100,000 shares of common stock held by
    Dr. Richard Hamilton 2011-Ceres GRAT and
    1,967,000 shares of common stock issuable pursuant to stock
    options exercisable within 60 days of May 31, 2011,
    58,543 of which are unvested and early exercisable and would be
    subject to a right of repurchase in our favor upon
    Dr. Hamiltons cessation of service with us prior to
    vesting. 
 
  (17)
    
    Includes 170,000 shares of common stock issuable pursuant
    to stock options exercisable within 60 days of May 31,
    2011, 27,813 of which are unvested and early exercisable and
    would be subject to a right of repurchase in our favor upon
    Mr. Kileys cessation of service with us prior to
    vesting. Includes 15,385 shares of common stock held by The
    Kiley Revocable Trust and 15,385 shares of common stock
    that may be acquired pursuant to the exercise of warrants held
    prior to this offering by The Kiley Revocable Trust. 
  (18)
    
    Consists of 8,307,694 shares of common stock held by
    WP IX, including the 1,384,616 shares identified in
    footnote 2. 
  (19)
    
    Consists of 5,535,609 shares of common stock identified in
    footnote 4 and 20,000 shares held by Mr. Olivier. 
 
  (20)
    
    Consists of 430,000 shares of common stock issuable
    pursuant to stock options exercisable within 60 days of
    May 31, 2011, 169,169 of which are unvested and early
    exercisable and would be subject to a right of repurchase in our
    favor upon Mr. Kucs cessation of service with us
    prior to vesting. 
 137




---



##### Table of Contents



(21)
    
    Includes 290,000 shares of common stock issuable pursuant
    to stock options exercisable within 60 days of May 31,
    2011, 153,127 of which are unvested and early exercisable and
    would be subject to a right of repurchase in our favor upon
    Dr. Gwyns cessation of service with us prior to
    vesting. 
 
  (22)
    
    Includes 222,500 shares of common stock issuable pursuant
    to stock options exercisable within 60 days of May 31,
    2011, 95,054 of which are unvested and early exercisable and
    would be subject to a right of repurchase in our favor upon
    Dr. Pennells cessation of service with us prior to
    vesting. 
 
  (23)
    
    Represents 400,000 shares of common stock issuable pursuant
    to stock options exercisable within 60 days of May 31,
    2011, 141,669 of which are unvested and early exercisable and
    would be subject to a right of repurchase in our favor upon
    Mr. Stephensons cessation of service with us prior to
    vesting. 
 138




---



##### Table of Contents



DESCRIPTION OF
    CAPITAL STOCK  General
      
    shares
    are designated as common stock; and
    shares
    are designated as preferred stock.    Common
    Stock
    Preferred
    Stock
    Warrants
   139




---



##### Table of Contents



Registration
    Rights
  Stockholder
    Registration Rights
   140




---



##### Table of Contents



Demand
    Registration Rights
      Piggyback
    Registration Rights
      Anti-Takeover
    Provisions to be in Effect Upon the Completion of this
    Offering
   141




---



##### Table of Contents



Amended and
    Restated Certificate of Incorporation and Bylaw
    Provisions
    
    Issuance of Undesignated Preferred Stock.  Upon
    the completion of this offering and the filing of our amended
    and restated certificate of incorporation, our board of
    directors will have the authority, without further action by the
    stockholders, to issue up
    to           shares
    of undesignated preferred stock with rights, preferences and
    privileges designated from time to time by our board of
    directors without further action by stockholders. These rights,
    preferences and privileges could include dividend rights,
    conversion rights, voting rights, terms of redemption,
    liquidation preferences and sinking fund terms, any or all of
    which may be greater than the rights of common stock.
    Size of the Board of Directors and Filling
    Vacancies.  The number of directors constituting
    our board of directors may be set only by resolution adopted by
    a majority vote of our entire board of directors. Any vacancy on
    our board of directors, however occurring, including a vacancy
    resulting from an increase in the size of the board of
    directors, may only be filled by the affirmative vote of a
    majority of our directors then in office, even if less than a
    quorum.
    Classified Board.  Our board of directors will
    be divided into three classes of directors, with staggered
    three-year terms. Only one class of directors will be elected at
    each annual meeting of our stockholders, with the other classes
    continuing for the remainder of their respective three-year
    terms.
    No Cumulative Voting.  Our amended and restated
    certificate of incorporation and amended and restated bylaws do
    not permit cumulative voting in the election of directors.
    Cumulative voting allows a stockholder to vote a portion, or all
    of its shares for one or more candidates. The absence of
    cumulative voting makes it more difficult for a minority
    stockholder to gain a seat. Because our stockholders do not have
    cumulative voting rights, our stockholders holding a majority of
    the shares of our outstanding common stock will be able to elect
    all of our directors.
    Removal of Directors.  Directors can only be
    removed by our stockholders for cause and removal of a director
    will require a
    662/3
    stockholder vote.
    No Written Consent of Stockholders.  All
    stockholder actions are required to be taken by a vote of the
    stockholders at an annual or special meeting. Stockholders may
    not take action by written consent in lieu of a meeting. The
    inability of stockholders to take action by written consent
    means that a stockholder would need to wait until the next
    annual or special meeting to bring business before the
    stockholders for a vote.
    Special Meetings of Stockholders.  Special
    meetings of our stockholders may be called only by a majority of
    our board of directors, the chairman of our board of directors,
    our chief executive officer, or president (in the absence of a
    chief executive officer). Only those matters set forth in the
    notice of the special meeting may be considered or acted upon at
    a special meeting of our stockholders.  
    Advance Notice Requirements for Stockholder Proposals and
    Director Nominations.  Our amended and restated
    bylaws provide advance notice procedures for stockholders
    seeking to bring business before our annual meeting of
    stockholders or to nominate candidates for election as directors
    at our annual meeting of stockholders. These procedures provide
    that notice must be timely given in writing prior to the meeting
    at which the action is to be taken and the form and content of
    such notice must comply with the applicable provisions of our
    amended and restated bylaws. These procedures may have the
    effect of precluding the conduct of certain business at a
    meeting if the proper procedures are not followed or may
    discourage or deter a potential 142




---



##### Table of Contents



acquirer from conducting a solicitation of proxies to elect its
    own slate of directors or otherwise attempt to obtain control of
    us.  
    Amendment to Amended and Restated Certificate of
    Incorporation and Bylaws.  Any amendment, repeal
    or modification of certain provisions of our amended and
    restated certificate of incorporation and bylaws will require a
    662/3
    stockholder vote. Provisions requiring such supermajority vote
    include, among other things, any amendment, repeal or
    modification of the provisions relating to the classification of
    our board of directors, the requirement that stockholder actions
    be effected at a duly called annual or special meeting of our
    stockholders and the designated parties entitled to call a
    special meeting of our stockholders.  Section 203
    of the DGCL
    
    the transaction is approved by the board of directors prior to
    the time that the interested stockholder became an interested
    stockholder;
    upon consummation of the transaction which resulted in the
    stockholder becoming an interested stockholder, the interested
    stockholder owned at least 85% of the voting stock of the
    corporation outstanding at the time the transaction
    commenced; or
    at or subsequent to such time that the stockholder became an
    interested stockholder, the business combination was approved by
    the board of directors and authorized at an annual or special
    meeting of stockholders by at least two-thirds of the
    outstanding voting stock which is not owned by the interested
    stockholder.    
    any merger or consolidation involving the corporation and the
    interested stockholder;
    any sale, lease, exchange, mortgage, pledge, transfer or other
    disposition of the assets of the corporation with an aggregate
    market value of 10% or more of either the aggregate market value
    of all assets of the corporation on a consolidated basis or the
    aggregate market value of all of the outstanding stock of the
    corporation involving the interested stockholder;
    subject to certain exceptions, any transaction that results in
    the issuance or transfer by the corporation of any stock of the
    corporation to the interested stockholder;
    any transaction involving the corporation that has the effect of
    increasing the proportionate share of the stock or any class or
    series of the corporation beneficially owned by the interested
    stockholder; or
    the receipt by the interested stockholder of the benefit of any
    loans, advances, guarantees, pledges or other financial benefits
    by or through the corporation.    Transfer Agent
    and Registrar
    Stock Exchange
    Listing
   143




---



##### Table of Contents



SHARES ELIGIBLE
    FOR FUTURE SALE    lock-up
  lock-up
  
 Date

Number of SharesOn the date of this prospectusBetween 90 and 180 days (subject to extension) after the
    date of this prospectusAt various times beginning more than 180 days (subject to
    extension) after the date of this prospectus  
    Rule 144
    
    one percent of the number of shares of common stock then
    outstanding, which will equal
    approximately           shares
    immediately after the completion of this offering; or
    the average weekly trading volume of our common stock on the
    Nasdaq Global Market during the four calendar weeks preceding
    the filing of a notice on Form 144 with respect to the sale.     144




---



##### Table of Contents



Rule 701
  lock-up lock-up
  lock-up
  Lock-Up
    Agreements
    Registration
    Rights
  lock-up
  Stock
    Plans
  Form S-8 lock-up
 145




---



##### Table of Contents



MATERIAL UNITED
    STATES FEDERAL TAX CONSEQUENCES FOR
    NON-U.S.
    HOLDERS  non-U.S. holders
    
    a citizen or individual resident of the United States;
    a corporation or other entity treated as a corporation created
    or organized in or under the laws of the United States, any
    state thereof or the District of Columbia;
    an estate the income of which is subject to U.S. federal
    income taxation regardless of its source; or
    a trust, if (1) a court within the United States is able to
    exercise primary supervision over the trusts
    administration and one or more U.S. persons (within the
    meaning of section 7701(a)(30) of the Code) have the
    authority to control all of its substantial decisions, or
    (2) a valid election to be treated as a U.S. person is
    in effect under the relevant Treasury regulations with respect
    to such trust.  non-U.S. holder
  non-U.S. holder
  
    tax consequences to
    non-U.S. holders
    who may be subject to special tax treatment, such as banks and
    other financial institutions, insurance companies, partnerships
    or other entities treated as pass-through entities for
    U.S. federal income tax purposes, certain former citizens
    or residents of the United States, controlled foreign
    corporations, passive foreign investment
    companies, corporations that accumulate earnings to avoid
    U.S. federal income tax, tax-exempt entities, common trust
    funds, certain trusts, hybrid entities, foreign governments,
    international organizations and dealers or traders in securities
    that elect to use a
    mark-to-market
    method of accounting for their securities holdings;
    tax consequences to persons holding our common stock as part of
    a hedging, integrated, constructive sale or conversion
    transaction or a straddle;
    any gift tax consequences;
    alternative minimum tax consequences, if any; or
    any U.S. state or local or foreign tax consequences.     146




---



##### Table of Contents



Dividends on
    Common Stock
  non-U.S. holders non-U.S. holder non-U.S. holder non-U.S. holder Form W-8BEN
  non-U.S. holder non-U.S. holder non-U.S. holder Form W-8ECI non-U.S. holder non-U.S. holder non-U.S. holder
  non-U.S. holder
  Sale, Exchange or
    Other Disposition of Common Stock
  non-U.S. holder
  
    such
    non-U.S. holder
    is an individual who is present in the United States for
    183 days or more in the taxable year of such sale, exchange
    or disposition, and certain other conditions are met;
    such gain is effectively connected with the conduct by the
    non-U.S. holder
    of a trade or business in the United States (and, if an
    applicable tax treaty so provides, is attributable to a
    permanent establishment or a fixed base maintained by the
    non-U.S. holder
    in the United States); or
    we are or have been a United States real property holding
    corporation, or a USRPHC, for U.S. federal income tax
    purposes at any time during the shorter of the five-year testing
    period ending on the date of such disposition and the
    non-U.S. holders
    holding period of our common stock, and certain other conditions
    are met. 147




---



##### Table of Contents



non-U.S. holder non-U.S. holders non-U.S. holder
  non-U.S. holders non-U.S. holder non-U.S. holder
  Information
    Reporting and Backup Withholding
  non-U.S. holder non-U.S. holder, Form W-8BEN Form W-8ECI
  non-U.S. holders
  Non-U.S. holders
  Recent
    Legislation Imposing Additional Disclosure Requirements on
    Holders that are Foreign Entities
  Non-U.S. holders Non-U.S. holders
    should consult their own tax advisors regarding the potential
    application and impact of the new requirements based upon their
    particular circumstances.
  U.S. Federal
    Estate Tax
   148




---



##### Table of Contents



UNDERWRITING    
 Number ofUnderwriters

SharesGoldman, Sachs & Co.Barclays Capital Inc.Piper Jaffray & Co.Total  
        
 Paid by the CompanyNo Exercise

Full ExercisePer Share

$



$Total

$



$  
      180-day 180-day 180-day 15-day 180-day 18-day
   149




---



##### Table of Contents



over-the-counter
           150




---



##### Table of Contents



and/or and/or
  Selling
    Restrictions
                     151




---



##### Table of Contents



Electronic
    Distribution
 
 
   
 
   
 152




---



##### Table of Contents



LEGAL
    MATTERS   EXPERTS   WHERE YOU CAN
    FIND ADDITIONAL INFORMATION  Form S-1
  www.sec.gov 1-800-SEC-0330
 153




---



##### Table of Contents



CERES, INC.
  INDEX
    TO CONSOLIDATED FINANCIAL STATEMENTS
  
 PageConsolidated Financial StatementsReport of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets


F-2Consolidated Statements of Operations


F-3Consolidated Statements of Stockholders
    Deficit


F-4Consolidated Statements of Cash Flows


F-5Notes to Consolidated Financial Statements


F-6




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  The Board of
    Directors and Stockholders
    Ceres, Inc.:
                 F-1




---



##### Table of Contents





CERES, INC.Consolidated Balance Sheets(Information as of February 28, 2011 is unaudited)
    (In thousands, except share and per share amounts)
  Pro FormaDecember 31,


August 31,


February 28,


February 28,2008


2009


2010


2011


2011(Unaudited)


(Unaudited)AssetsCurrent assets:Cash and cash equivalents

$
12,145


$
14,960


$
33,055


$
22,489


$
22,489Restricted investment


100



100











Investments


29,051



15,384











Prepaid expenses


884



992



675



612



612Accounts receivable


1,736



449



1,196



1,191



1,191Other current assets


635



53



64



178



178Total current assets


44,551



31,938



34,990



24,470



24,470Property and equipment, net


8,847



8,884



8,452



7,551



7,551Restricted cash and investment


100







3,000



3,000



3,000Investments


4,035















Other assets


185



272



206



192



192Total long-term assets


13,167



9,156



11,658



10,743



10,743Total assets

$
57,718


$
41,094


$
46,648


$
35,213


$
35,213Liabilities, Convertible Preferred Stock and
    Stockholders (Deficit) EquityCurrent liabilities:Accounts payable and accrued expenses

$
3,152


$
4,072


$
3,774


$
3,924


$
3,924Deferred revenue






257



678



777



777Deferred rent


31



31



31



31



31Current portion of long-term debt


71



35



2,182



2,178



2,178Total current liabilities


3,254



4,395



6,665



6,910



6,910Deferred rent


261



241



201



175



175Long-term debt, net of current portion


16



12



4,198



3,109



3,109Preferred Stock warrant liabilities


13



13



333



331



Common Stock warrant liabilities






2,931



8,578



8,666



Total liabilities


3,544



7,592



19,975



19,191



10,194Commitments and contingenciesConvertible preferred stockSeries A Convertible Preferred Stock, $0.01 par value;
    6,733,875 shares authorized, issued, and outstanding at
    December 31, 2008, August 31, 2009 and 2010 and
    February 28, 2011 (unaudited); aggregate liquidation
    preference of $6,734


6,734



6,734



6,734



6,734



Series B Convertible Preferred Stock, $0.01 par value;
    4,755,313 shares authorized; 3,640,000 shares issued
    and outstanding at December 31, 2008, August 31, 2009
    and 2010 and February 28, 2011 (unaudited); aggregate
    liquidation preference of $7,280


7,280



7,280



7,280



7,280



Series C Convertible Preferred Stock, $0.01 par value;
    14,550,000 shares authorized; 12,405,418 shares issued
    and outstanding at December 31, 2008, August 31, 2009
    and 2010 and February 28, 2011 (unaudited); aggregate
    liquidation preference of $49,622


49,622



49,622



49,622



49,622



Series C-1
    Convertible Preferred Stock, $0.01 par value;
    2,264,681 shares authorized; 2,181,796 shares issued
    and outstanding at December 31, 2008, August 31, 2009
    and 2010 and February 28, 2011(unaudited); aggregate
    liquidation preference of $8,727


8,520



8,520



8,520



8,520



Series D Convertible Preferred Stock, $0.01 par value;
    4,583,335 shares authorized; 3,150,012 shares issued
    and outstanding at December 31, 2008, August 31, 2009
    and 2010 and February 28, 2011 (unaudited); aggregate
    liquidation preference of $18,900


18,563



18,563



18,563



18,563



Series E Convertible Preferred Stock, $0.01 par value;
    3,351,794 shares authorized; 3,333,333 shares issued
    and outstanding at December 31, 2008, August 31, 2009
    and 2010 and February 28, 2011 (unaudited); aggregate
    liquidation preference of $21,667


21,667



21,667



21,667



21,667



Series F Convertible Preferred Stock, $0.01 par value;
    11,538,462 shares authorized, issued, and outstanding at
    December 31, 2008 and August 31, 2009 and 2010 and
    February 28, 2011 (unaudited); aggregate liquidation
    preference of $75,000


70,693



70,693



70,693



70,693



Series G Convertible Preferred Stock, $0.01 par value;
    3,076,923 shares authorized, issued, and outstanding at
    August 31, 2010 and February 28, 2011 (unaudited);
    aggregate liquidation preference of $20,000










14,423



14,423



Total convertible preferred stock


183,079



183,079



197,502



197,502



Stockholders (deficit) equity:Common Stock, $0.01 par value; 75,000,000 shares
    authorized; 5,592,917, 5,698,417, 5,844,417, and
    5,930,417 shares issued and outstanding at
    December 31, 2008, August 31, 2009 and 2010 and
    February 28, 2011 (unaudited), respectively;
    51,990,236 shares issued and outstanding pro forma at
    February 28, 2011 (unaudited)


56



57



58



59



520Additional paid-in capital


6,484



4,110



5,440



6,069



212,107Accumulated deficit


(135,445
)


(153,744
)


(176,327
)


(187,608
)


(187,608
)Total stockholders (deficit) equity


(128,905
)


(149,577
)


(170,829
)


(181,480
)


25,019Total liabilities, convertible preferred stock and
    stockholders (deficit) equity

$
57,718


$
41,094


$
46,648


$
35,213


$
35,213    F-2




---



##### Table of Contents





CERES, INC.
  Consolidated
    Statements of Operations
 (Information for the six months ended
    February 28, 2010 and 2011 is unaudited)
 (In thousands, except share and per share amounts)
  EightYear Ended


Months Ended


Year Ended


Six Months EndedDecember 31,


August 31,


August 31,


February 28,2007


2008


2009


2010


2010


2011(Unaudited)Revenues:Product sales

$



$
64


$
98


$
288


$
5


$
9Collaborative research and government grants


7,180



3,880



2,328



6,326



2,497



3,320Total revenues


7,180



3,944



2,426



6,614



2,502



3,329Cost and operating expenses:Cost of product sales






3,777



2,690



2,946



1,424



1,330Research and development


19,220



20,309



12,397



16,697



8,516



8,641Selling, general and administrative


9,811



8,784



6,645



9,207



4,237



4,339Total cost and operating expenses


29,031



32,870



21,732



28,850



14,177



14,310Loss from operations


(21,851
)


(28,926
)


(19,306
)


(22,236
)


(11,675
)


(10,981
)Interest expense


(123
)






(5
)


(153
)


(3
)


(248
)Interest income


1,521



2,001



243



23



20



34Other income (expense)


5







161



(152
)


(64
)


(85
)Loss before income taxes


(20,448
)


(26,925
)


(18,907
)


(22,518
)


(11,722
)


(11,280
)Income tax benefit (expense)


(7
)


148



211



(65
)


(1
)


(1
)Net Loss

$
(20,455
)

$
(26,777
)

$
(18,696
)

$
(22,583
)

$
(11,723
)

$
(11,281
)Basic and diluted net loss per share attributable to common
    stockholders

$
(3.84
)

$
(4.89
)

$
(3.33
)

$
(3.90
)

$
(2.04
)

$
(1.91
)Weighted average outstanding common shares used for net loss per
    share attributable to common stockholders:Basic and diluted


5,323,259



5,473,090



5,621,671



5,791,443



5,751,539



5,900,947Pro forma net loss per share:Basic and diluted (unaudited)













$
(0.46
)





$
(0.22
)Weighted average outstanding common shares used in computing pro
    forma net loss per share:Basic and diluted (unaudited)














49,339,144







51,960,766    F-3




---



##### Table of Contents





CERES, INC.
  Consolidated
    Statements of Stockholders Deficit
 (Information for the six months ended
    February 28, 2011 is unaudited)
 (In thousands, except share amounts)
  Common Stock


Additional





TotalNumber of





Paid-in


Accumulated


StockholdersShares


Amount


Capital


Deficit


DeficitBalance at December 31, 2006


5,156,583


$
52


$
980


$
(88,213
)

$
(87,181
)Exercise of common stock options


214,037



2



60







62Stock compensation expense










727







727Issuance of common stock warrants










3,489







3,489Net loss














(20,455
)


(20,455
)Balance at December 31, 2007


5,370,620



54



5,256



(108,668
)


(103,358
)Exercise of common stock options


212,297



2



56







58Stock compensation expense










1,172







1,172Restricted stock award issuance


10,000















Net loss














(26,777
)


(26,777
)Balance at December 31, 2008


5,592,917



56



6,484



(135,445
)


(128,905
)Cumulative effect of change in accounting principle (see
    Note 1(n))










(3,489
)


397



(3,092
)Adjusted balance January 1, 2009


5,592,917



56



2,995



(135,048
)


(131,997
)Exercise of common stock options


105,500



1



33







34Stock compensation expense










1,082







1,082Net loss














(18,696
)


(18,696
)Balance at August 31, 2009


5,698,417



57



4,110



(153,744
)


(149,577
)Exercise of common stock options


146,000



1



30







31Stock compensation expense










1,300







1,300Net loss














(22,583
)


(22,583
)Balance at August 31, 2010


5,844,417



58



5,440



(176,327
)


(170,829
)Exercise of common stock options (unaudited)


86,000



1



34







35Stock compensation expense (unaudited)










595







595Net loss (unaudited)














(11,281
)


(11,281
)Balance at February 28, 2011 (unaudited)


5,930,417


$
59


$
6,069


$
(187,608
)

$
(181,480
)    F-4




---



##### Table of Contents



CERES, INC.Consolidated Statements of Cash
    Flows (Information for the six months ended
    February 28, 2010 and 2011 is unaudited)
    (In thousands)
  EightYear Ended


Months Ended


Year Ended


Six Months EndedDecember 31,


August 31,


August 31,


February 28,2007


2008


2009


2010


2010


2011(Unaudited)Cash flows from operating activities:Net loss

$
(20,455
)

$
(26,777
)

$
(18,696
)

$
(22,583
)

$
(11,723
)

$
(11,281
)Adjustments to reconcile net loss to net cash used in operating
    activities:Change in fair value of common and preferredstock warrants


(14
)






(162
)


152



64



85Net gain on disposal of assets














106







Depreciation


1,935



2,167



1,548



2,420



1,204



1,106Stock compensation


727



1,172



1,082



1,300



612



595Discount on matured investments


59



12



(111
)


19



19



Changes in operating assets and liabilities:Prepaid expenses


(253
)


342



(107
)


316



77



63Accounts receivable


8,798



(1,521
)


1,286



(745
)


(323
)


4Other assets


(976
)


544



495



86



(312
)


(100
)Accounts payables and accrued expenses


1,151



(808
)


920



(298
)


(808
)


182Deferred revenue


(995
)


(5
)


257



420



929



100Deferred rent


(9
)


(25
)


(20
)


(39
)


(15
)


(26
)Net cash used in operating activities


(10,032
)


(24,899
)


(13,508
)


(18,846
)


(10,276
)


(9,272
)Cash flows from investing activities:Purchases of property and equipment


(2,283
)


(3,812
)


(1,585
)


(2,093
)


(1,312
)


(204
)Change in restricted cash and investments


100



2,600



100



(2,900
)


(1,500
)


Purchased investments (at cost)


(58,080
)


(49,443
)


(30,341
)










Unrealized gains from investments






111



(19
)










Maturities of investments


6,446



73,977



48,174



15,365



15,365



Net cash (used in) provided by investing activities


(53,817
)


23,433



16,329



10,372



12,553



(204
)Cash flows from financing activities:Principal payments on other long term debt


(1,474
)


(311
)


(40
)


(12
)


(3
)


(7
)Principal payments on equipment loan














(450
)






(1,117
)Proceeds from issuance of debt and preferredstock warrants














7,000



3,000



Proceeds from issuance of convertible preferredstock and common stock warrants


74,182











20,000







Proceeds from exercise of warrants


280



















Proceeds from issuance of common stock


62



59



34



31



18



34Net cash provided by (used in) financing activities


73,050



(252
)


(6
)


26,569



3,015



(1,090
)Net increase (decrease) in cash and cash equivalents


9,201



(1,718
)


2,815



18,095



5,292



(10,566
)Cash and cash equivalents at beginning of period


4,662



13,863



12,145



14,960



14,960



33,055Cash and cash equivalents at end of period

$
13,863


$
12,145


$
14,960


$
33,055


$
20,252


$
22,489Supplemental disclosure of cash flow information:Cash paid during the year for interest

$
91


$
17


$
5


$
110


$
3


$
207Cash paid during the year for income taxes


31



1



1



1



1



1    F-5




---



##### Table of Contents



CERES, INC.Notes to Consolidated Financial Statements(Information for the six months ended February 28, 2010
    and 2011 is unaudited)
    (In thousands, except share and per share data)
  (1)
    Summary of
    Significant Accounting Policies  (a)
    Description of
    Business      (b)
    Liquidity        (c)
    Principles of
    Consolidation    (d)
    Change in
    Fiscal Year-End     F-6




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
    (e)
    Unaudited
    Interim Financial Information    (f)
    Unaudited Pro
    Forma Balance Sheet and Net Loss Per Share        (g)
    Cash
    Equivalents    (h)
    Restricted
    Cash and Restricted Investments   F-7




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
  (i)
    Investments    (j)
    Financial
    Instruments    (k)
    Fair Value
    Measurements  Fair Value Measurements and Disclosures
  
    Level 1 inputs are quoted prices (unadjusted) in active
    markets for identical assets or liabilities that the Company has
    the ability to access at the measurement date.
    Level 2 inputs are inputs other than quoted prices included
    within Level 1 that are observable for the asset or
    liability, either directly or indirectly.
    Level 3 inputs are unobservable inputs for the asset or
    liability.    815-40, Derivatives and Hedging-Contracts in Entitys Own
    Equity
   F-8




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
      Fair value measurementsat reporting date usingQuoted pricesin active

Significant

SignificantTotal fair

markets for

other

othervalue as of

identical

observable

unobservableDecember 31,

assets

inputs

inputs2008

(Level 1)

(Level 2)

(Level 3)Convertible preferred stock warrants

$
13


$



$



$
13     Fair value measurementsat reporting date usingQuoted pricesin active


Significant


SignificantTotal fair


markets for


other


othervalue as of


identical


observable


unobservableAugust 31,


assets


inputs


inputs2009


(Level 1)


(Level 2)


(Level 3)Common stock warrants

$
2,931


$



$



$
2,931Convertible preferred stock warrants


13











13Total

$
2,944


$



$



$
2,944     Fair value measurementsat reporting date usingQuoted pricesin active


Significant


SignificantTotal fair


markets for


other


othervalue as of


identical


observable


unobservableAugust 31,


assets


inputs


inputs2010


(Level 1)


(Level 2)


(Level 3)Common stock warrants

$
8,578


$



$



$
8,578Convertible preferred stock warrants


333











333Total

$
8,911


$



$



$
8,911  F-9




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
    Fair value measurementsat reporting date usingQuoted pricesin active


Significant


SignificantTotal fair


markets for


other


othervalue as of


identical


observable


unobservableFebruary 28,


assets


inputs


inputs2011


(Level 1)


(Level 2)


(Level 3)Common stock warrants

$
8,666


$



$



$
8,666Convertible preferred stock warrants


331











331Total

$
8,997


$



$



$
8,997     Common


PreferredStock


StockWarrant


WarrantLiabilities


LiabilitiesFair value, December 31, 2008

$



$
13Cumulative effect of change in accounting principle


3,092



Fair value, Adjusted balance January 1, 2009


3,092



13Fair value adjustment of warrants


(161
)


Fair value, August 31, 2009


2,931



13Fair value adjustment of warrants


70



81Issuance of warrants


5,577



239Fair value, August 31, 2010


8,578



333Fair value adjustment of warrants (unaudited)


88



(2
)Fair value, February 28, 2011 (unaudited)

$
8,666


$
331   (l)
    Accounts
    Receivable   F-10




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
    As of

As of

As ofDecember 31,

August 31,

February 28,Customers

2008

2009

2010

2011(Unaudited)Customer A


*



*



*



14.8Customer B


*



*



*



19.5Customer C


*



*



31.4



26.1Customer D


*



65.0



27.2



21.7Customer E


*



13.1



*



*Customer H


95.6



16.9



37.4



*Customer I


*



*



*



11.5    *
    Less than 10%    Eight MonthsYear Ended

Ended

Year Ended

Six Months EndedDecember 31,

August 31,

August 31,

February 28,Customers

2007

2008

2009

2010

2010

2011(Unaudited)Customer A


*



*



*



12.7



11.0



19.0Customer B


*



*



*



13.5



19.0



15.2Customer C


*



*



*



9.8



*



19.5Customer D


*



25.4



48.1



28.5



36.0



27.3Customer E


*



43.5



27.6



*



*



*Customer F


*



20.3



*



*



*



*Customer G


88.4



*



*



*



*



*    *
    Less than 10%  (m)
    Property and
    Equipment    Automobiles and trucks

3-5 yearsOffice, laboratory, farm and warehouse equipment and furniture

3-5 yearsLeasehold improvements

3-10 yearsBuildings

14-39 years   (n)
    Common and
    Convertible Preferred Stock Warrant Liabilities  815-40 Derivatives and Hedging  Contracts in
    Entitys Own Equity
 F-11




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
        (o)
    Convertible
    Preferred Stock  480-10-S99-3A, Classification and Measurement of Redeemable Securities
      (p)
    Stock-Based
    Compensation   F-12




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
    (q)
    Revenue
    Recognition    Product
    Sales
    Collaborative
    Research and Government Grants
    
    Technology License Fees For collaboration
    agreements in which the Company has continuing involvement,
    license fees are recognized on a straight-line basis over the
    term of the arrangement. Licensing fees are non-refundable and
    not subject to future performance.
    Government Grants The Company receives
    payments from government entities in the form of government
    grants. Government grants generally provide the Company with
    partial cost reimbursement for certain types of expenditures in
    return for research and development activities over a
    contractually defined period. Revenues from government grants
    are recognized in the period during which the related costs are
    incurred, provided that the conditions under which the
    government grants were provided have been met and the Company
    has only perfunctory obligations outstanding.
    Research and Development Fees Generally, fees
    for research and development activities are recognized as the
    services are performed over the performance period, as specified
    in the respective agreements. Certain of the Companys
    collaboration agreements require the Company to deliver research
    data by specific dates and that the collective program plan will
    result in reaching specific crop characteristics by certain
    dates. For such arrangements, the Company recognizes revenues
    based on the approximate percentage of completion of services
    under the agreement, but the revenue recognized cannot exceed
    payments received by the Company to date under the agreement.
    The research and development period is estimated at the
    inception of each agreement and is periodically evaluated. F-13




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
  
    Milestone Fees Fees that are contingent based
    on achievement of substantive performance milestones at
    inception of the agreement are recognized based on the
    achievement of the milestone, as defined in the respective
    agreements.  Deferred
    Revenue
      five-year
  bio-fuels
  agro-chemical
 F-14




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
    (r)
    Research and
    Development  third-party
  (s)
    Seed
    Inventory  first-in,
  (t)
    Income
    Taxes    Accounting for Uncertainty in Income Taxes, included in FASB
    ASC Subtopic
    740-10 
    Income Taxes  Overall
   F-15




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
      (u)
    Comprehensive
    Income (Loss)    (v)
    Impairment of
    Long-Lived Assets    (w)
    Basic and
    Diluted Net Loss Per Share       F-16




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
      Year Ended


Eight Months Ended


Year Ended


Six Months EndedDecember 31,


August 31,


August 31,


February 28,2007


2008


2009


2010


2010


2011(Unaudited)Basic and diluted net loss per common share:Net loss attributable to common stockholders

$
(20,455
)

$
(26,777
)

$
(18,696
)

$
(22,583
)

$
(11,723
)

$
(11,281
)Less minimum dividend available to preferred stockholders






















Net loss attributable to common stockholders

$
(20,455
)

$
(26,777
)

$
(18,696
)

$
(22,583
)

$
(11,723
)

$
(11,281
)Basic and diluted net loss per common share

$
(3.84
)

$
(4.89
)

$
(3.33
)

$
(3.90
)

$
(2.04
)

$
(1.91
)Weighted average outstanding common shares used for net loss
    attributable to common stockholders:Basic and diluted


5,323,259



5,473,090



5,621,671



5,791,443



5,751,539



5,900,947     Eight MonthsYear Ended


Ended


Year Ended


Six Months EndedDecember 31,


August 31,


August 31,


February 28,2007


2008


2009


2010


2010


2011(Unaudited)Options to purchase common stock


6,192,124



6,714,652



6,396,700



6,874,588



6,549,200



7,192,391Warrants to purchase common stock


2,707,697



2,907,697



2,907,697



5,984,620



2,907,697



5,984,620Warrants to purchase convertible preferred stock


18,461



18,461



18,461



61,537



18,461



61,537Convertible preferred stock


42,982,896



42,982,896



42,982,896



46,059,819



42,982,896



46,059,819Total


51,901,178



52,623,706



52,305,754



58,980,564



52,458,254



59,298,367   (x)
    Segment and
    geographic information    (y)
    Use of
    Estimates   F-17




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
  (z)
    Recent
    Accounting Pronouncements  No. 2009-13, Revenue Recognition (Topic 605): Multiple Deliverable Revenue
    Arrangements. No. 2009-13 2009-13
  No. 2010-06, Fair Value Measurements and Disclosures 2010-06
  No. 2010-17, Revenue Recognition  Milestone Method (Topic 605):
    Milestone Method of Revenue Recognition
  (2)
    Investments Held
    to Maturity    As of


As ofDecember 31,


August 31,


As of2008


2009


2010


February 28, 2011(Unaudited)Restricted certificates of deposit

$
200


$
100


$



$
U.S Treasury and federal agency securities


33,086



15,384







Total

$
33,286


$
15,484


$



$
    F-18




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
  (3)
    Property and
    Equipment    As of


As of


As ofDecember 31,


August 31,


February 28,2008


2009


2010


2011(Unaudited)Land

$



$



$
43


$
43Automobiles and trucks


261



298



361



361Buildings


2,044



2,435



3,391



3,391Office, laboratory, farm and warehouse equipment and furniture


15,771



16,845



16,794



16,881Leasehold improvements


5,637



5,719



5,719



5,75123,713



25,297



26,308



26,427Less accumulated depreciation


(14,866
)


(16,413
)


(17,856
)


(18,876
)Property and equipment, net

$
8,847


$
8,884


$
8,452


$
7,551   (4)
    Accounts Payable
    and Accrued Expenses    As of


As of


As ofDecember 31,


August 31,


February 28,2008


2009


2010


2011(Unaudited)Accounts payable

$
1,466


$
920


$
1,049


$
871Accrued payroll and related expenses


988



1,249



1,490



1,381Research and development contracts


607



1,021



834



1,367Accrued grower commitments






755



185



51Other


91



127



216



254$
3,152


$
4,072


$
3,774


$
3,924  F-19




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
  (5)
    Long-Term
    Debt    As of


As of


As ofDecember 31,


August 31,


February 28,2008


2009


2010


2011(Unaudited)Equipment LoanTranche 1 matures June, 2013, net of discount of $74,651

$



$



$
2,462


$
2,025Tranche 2 matures August, 2013, net of discount of $99,537










3,883



3,2346,345



5,259Other


87



47



35



2887



47



6,380



5,287Less current portion


(71
)


(35
)


(2,182
)


(2,178
)$
16


$
12


$
4,198


$
3,109   Equipment
    Loan
      Borrowing
    Agreement
   F-20




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
    February 28, 2011 (unaudited)Remaining six months of fiscal year 2011

$
1,0892012


2,1752013


2,0192014


4$
5,287   (6)
    Stock-Based
    Compensation  Stock Option
    and Stock Issuance Plans
        Stock Option
    Valuation and Compensation
    Valuation of Privately Held Company Equity Securities Issued
    as Compensation.
   F-21




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
    Eight months

Yearended

ended

Six Months EndedYear ended December 31,

August 31,

August 31,

February 28,2007

2008

2009

2010

2010

2011(Unaudited)Expected term (in years)

6.25

6.25

6.25

6.25

6.25

6.25Expected volatility

85%

85%

85%

70%

70%

70%Risk free interest rate

3.41%-5.15%

1.92%-3.41%

2.10%-3.18%

2.29%-2.69%

2.56%-2.69%

1.48%-2.44%Expected dividend yield

0%

0%

0%

0%

0%

0%   Expected Term 
  Expected Volatility 
  Risk-Free Interest Rate 
  Expected Dividend Yield 
    Eight months

YearYear ended

ended

ended

Six Months EndedDecember 31,

August 31,

August 31,

February 28,2007

2008

2009

2010

2010

2011(Unaudited)Stock-based compensation costs included in operating expenses

$
727


$
1,172


$
1,082


$
1,300


$
612


$
595Intrinsic value of stock options exercised


97



402



194



298



187



177  F-22




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
  Stock Option
    Activity
    WeightedAverageShares

Exercise PriceOptions outstanding at December 31, 2007


6,192,124


$
1.17Options granted


996,000



2.25Options exercised


(212,297
)


0.28Options forfeited


(261,175
)


1.32Options outstanding at December 31, 2008


6,714,652


$
1.35Options granted


94,000



2.25Options exercised


(105,500
)


0.32Options forfeited


(306,452
)


1.61Options outstanding at August 31, 2009


6,396,700


$
1.36Options granted


972,000



2.25Options exercised


(146,000
)


0.22Options forfeited


(348,112
)


2.03Options outstanding at August 31, 2010


6,874,588


$
1.48Options granted (unaudited)


875,500



2.43Options exercised (unaudited)


(86,000
)


0.40Options forfeited (unaudited)


(471,697
)


1.31Options outstanding at February 28, 2011(unaudited)


7,192,391


$
1.62     Number





NumberOutstanding

Average



Exercisable



Averageas of

Remaining

Weighted-

as of

Weighted-

RemainingRange of

February 28,

Contractual

Average

February 28,

Average

ContractualExercise Price

2011

Life

Exercise Price

2011

Exercise Price

Life$0.4


3,000



0.01


$
0.40



3,000


$
0.40



0.01$0.60 to $0.65


2,141,500



1.67



0.63



2,141,500



0.63



1.67$1.30 to $1.35


1,286,083



5.05



1.30



1,283,083



1.30



5.05$2.25


2,932,308



7.77



2.25



1,511,299



2.25



7.27$2.44


829,500



9.81



2.44







2.44



9.817,192,391











4,938,882    F-23




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
  (7)
    Convertible
    Preferred Stock and Warrants  Convertible
    Preferred Stock
        Series A

Series B

Series C

Series C-1

Series D

Series E

Series F

Series GLiquidation preference per share

$
1.00


$
2.00


$
4.00


$
4.00


$
6.00


$
6.50


$
6.50


$
6.50Noncumulative dividends per share


0.10



0.20



0.40



0.40



0.60



0.65



0.65



0.65     Liability
    Classified Common Stock Warrants
    Number of sharesAs of

As of

As ofDecember 31,

August 31,

February 28,

ExerciseSeries

2008

2009

2010

2011

Price(Unaudited)F


2,307,697



2,307,697



2,307,697



2,307,697


$
6.50G










3,076,923



3,076,923


$
6.50   Warrants issued
    in connection with Series F Convertible Preferred
    Stock
   F-24




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
        
 As of

As ofAugust 31,

February 28,2009

2010

2010

2011(Unaudited)Expected term (in years)


6.0



5.0



5.5



4.5Expected volatility


90
%


90
%


90
%


90
%Risk free interest rate


3.21
%


1.47
%


2.36
%


2.13
%Expected dividend yield


0
%


0
%


0
%


0
%Estimated fair value (in thousands)

$
2,931


$
2,994


$
2,995


$
2,945  
  Warrants issued
    in connection with Series G Convertible Preferred
    Stock
        
 As of

As ofAugust 31,

February 28,2010

2011(Unaudited)Expected term (in years)


9.8



9.3Expected volatility


85
%


85
%Risk free interest rate


2.70
%


3.42
%Expected dividend yield


0
%


0
%Estimated fair value (in thousands)

$
5,584


$
5,721  
 F-25




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
  Liability
    Classified Convertible Preferred Stock Warrants
    
 Number of sharesAs of December 31,

As of August 31,

As of February 28,

ExerciseSeries

2008

2009

2010

2011

Price(Unaudited)E


18,461



18,461



18,461



18,461


$
6.50F










43,076



43,076


$
6.50  
  Warrants issued
    in connection with Borrowing and Loan Agreement
        Equity
    Classified Common Stock Warrants
  Warrants issued
    in connection with Noble Agreement
   F-26




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
  Warrants issued
    in connection with TAMU Agreement
    Shares of
    Common Stock Reserved for Future Issuance
    Conversion of outstanding convertible preferred stock


46,059,819Stock options outstanding


7,192,391Stock options available for grant


744,454Preferred stock warrants


61,537Common stock warrants


5,984,62060,042,821   (8)
    Income
    Taxes      
 Current


Deferred


TotalYear ended December 31, 2007U.S. federal

$
7


$



$
7State and local










$
7


$



$
7  
  
 Current


Deferred


TotalYear ended December 31, 2008U.S. federal

$
(149
)

$



$
(149
)State and local


1







1$
(148
)

$



$
(148
)  
  F-27




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
  
 Current


Deferred


TotalEight Months ended August 31, 2009U.S. federal

$
(115
)

$
(97
)

$
(212
)State and local


1







1$
(114
)

$
(97
)

$
(211
)  
  
 Current


Deferred


TotalYear ended August 31, 2010U.S. federal

$



$
64


$
64State and local


1







1$
1


$
64


$
65  
  :
  
 Eight MonthsEnded


Year EndedYear Ended December 31


August 31,


August 312007


2008


2009


2010Computed expected tax expense (benefit)

$
(6,953
)

$
(9,155
)

$
(6,428
)

$
(7,656
)Increase (reduction) in income taxes resulting from:Stock-based compensation


185



350



269



435State and local income taxes, net of federal income tax benefit


1



1



1



1Domestic R&D Credits


(661
)


(2,287
)


(162
)


Other


181



15



10



69Change in valuation allowance


7,254



10,928



6,099



7,216Income tax expense (benefit)

$
7


$
(148
)

$
(211
)

$
65  
 F-28




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
    
 As of


As of


As ofDecember 31,


August 31,


August 31,2008


2009


2010Deferred tax assets:Accrued liabilities

$
212


$
146


$
384Other assets


11



14



14Inventory capitalization






67



59Deferred revenue










270Total current deferred tax assets


223



227



727Noncurrent assets:Depreciation


1,202



1,482



1,480Inventory reserves


973



1,674



1,451Deferred rent


51



51



48Other assets


70



72



153Net operating loss carryforward


45,985



52,358



60,211Federal and state tax credit carryforward


8,691



8,576



8,921Total noncurrent deferred tax assets


56,972



64,213



72,264Total deferred tax assets


57,195



64,440



72,991Less valuation allowance


(57,195
)


(64,343
)


(72,991
)Net deferred tax assets

$



$
97


$
  
       F-29




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
    (9)
    401(k) Benefit
    Plan    (10)
    Commitments and
    Contingencies        
 OperatingleasesFebruary 28, 2011Remaining six months of fiscal year 2011

$
4662012


8242013


6202014


3682015 and beyond


115Total minimum lease payments

$
2,393  
  (11)
    Research
    Collaboration Agreements   F-30




---



##### Table of Contents



CERES, INC.
    Notes to Consolidated Financial
    Statements  (Continued)
    (Information for the six months ended February 28, 2010 and
    2011 is unaudited)
    (In thousands, except share and per share data)
    Noble
    Agreement
    TAMU
    Agreement
      February 28, 2011Remaining six months of fiscal year 2011

$
1,2712012


1,9842013


2512014 and beyond


44$
3,550   (12)
    Subsequent
    Events   
   
   
   
 
  
    The warrant vests in equal installments of 100,000 shares on
    May 19, 2009, May 19, 2011, May 19, 2013 and
    May 19, 2015, respectively, and shall remain exercisable
    until the earliest of a period of five years from the respective
    vesting date, and May 18, 2017. The effective date of the
    modification was May 18, 2011. 
 
   
 F-31




---



##### Table of Contents



Commercial harvest of a Ceres sweet sorghum evaluation field in Brazil during April 2011.




---



##### Table of Contents



Shares
 Ceres, Inc.
 Common Stock
    
     Goldman, Sachs &
    Co.
  Barclays Capital
 
 Piper Jaffray
 
    Through and
    including          ,
    2011 (the 25th day after the date of this prospectus), all
    dealers effecting transactions in these securities, whether or
    not participating in this offering, may be required to deliver a
    prospectus. This is in addition to a dealers obligation to
    deliver a prospectus when acting as an underwriter and with
    respect to an unsold allotment or subscription.




---



##### Table of Contents



PART II
  INFORMATION NOT
    REQUIRED IN PROSPECTUS
  Item 13.
    Other Expenses
    of Issuance and Distribution    SEC Registration Fee

$
11,610Printing and Engraving Expense



*Legal Fees



*Accounting Fees



*Nasdaq Listing Fee



*Financial Industry Regulatory Authority, Inc. Filing Fee


10,500Transfer Agent Fee



*Miscellaneous Expenses



*Total

$

*     *
    
    To be filed by amendment.  Item 14.
    Indemnification
    of Directors and Officers         II-1




---



##### Table of Contents



Item 15.
    Recent Sale of
    Unregistered Securities   
   
 
   
 
   
 
   
  Item 16.
    Exhibits and
    Financial Data Schedules    
 ExhibitNo.


Description of 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*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*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 
 II-2




---



##### Table of Contents



ExhibitNo.


Description of Exhibit4.6


Amended and Restated Investors Rights Agreement, dated
    June 25, 2010, by and among Ceres, Inc. and the stockholders
    named therein*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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*10.15


Line License Agreement between The Texas A&M University
    System and Ceres, Inc., dated October 16, 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 
 II-3




---



##### Table of Contents



ExhibitNo.


Description of Exhibit*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 and December 31, 2010*10.29


Enabling Technology License Agreement between Ceres, Inc. and
    Monsanto Company, dated April 1, 200221.1


List of Subsidiaries23.1


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.      Item 17.
    Undertakings           II-4




---



##### Table of Contents



SIGNATURES
 
   
   
  By:
    /s/  Paul
    M. Kuc 
 
 
  
 
  
 
   
  
 Signature

Title

Date*     Richard
    Hamilton, Ph.D.

President, Chief Executive Officer and Director(Principal Executive Officer)

June 24, 2011/s/  Paul
    M.
    Kuc     Paul
    M. Kuc

Chief Financial Officer (Principal Financial and Accounting Officer)

June 24, 2011*     Walter
    De Logi, Ph.D.

Chairman of the Board of Directors

June 24, 2011*     Pascal
    Brandys

Director

June 24, 2011*     Raymond
    Debbane

Director

June 24, 2011*     Ruth
    Devenyns

Director

June 24, 2011*     Richard
    Flavell, Ph.D.

Director

June 24, 2011*     Robert
    Goldberg, Ph.D.

Director

June 24, 2011*     Thomas
    Kiley

Director

June 24, 2011*     David
    B. Krieger

Director

June 24, 2011 
 II-5




---



##### Table of Contents



Signature

Title

Date*     Edmund
    Olivier

Director

June 24, 2011*     Gerard
    Van Acker

Director

June 24, 2011  
 
  * By:
    /s/  Paul
    M. Kuc 
 
 
  
 
  
 II-6




---



##### Table of Contents



EXHIBIT INDEX
  
 ExhibitNo.


Description of 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*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*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*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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*10.15


Line License Agreement between The Texas A&M University
    System and Ceres, Inc., dated October 16, 2009*10.16


Master Research Agreement between The Samuel Roberts Noble
    Foundation, Inc. and Ceres, Inc., dated May 19, 2006




---



##### Table of Contents



ExhibitNo.


Description of Exhibit*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 and December 31, 2010*10.29


Enabling Technology License Agreement between Ceres, Inc. and
    Monsanto Company, dated April 1, 200221.1


List of Subsidiaries23.1


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.