Exhibit 10.12
  SPONSORED RESEARCH AGREEMENT
between
Ceres, Inc.
and
The Texas Agricultural Experiment Station
of The Texas A&M University System
       Article 1. Scope and Management of Work
 Appendix A
   Page 1 of 45




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Page 2 of 45




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##### 



Article 2. Period of Performance
  Article 3. Consideration and Payment
 Appendix B
 Page 3 of 45




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##### 



Appendix B
    Article 4. Exchange of Information, Data and Germplasm
      Page 4 of 45




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##### 



Article 5. Notices
  TAES:
    
    Diane GillilandAgriculture Program Contracts & Grants2147 TAMUCollege Station, TX 77843-2147d-gilliland@tamu.eduPhone: (979) 845-4761Fax: (979) 862-7775Physical Address:3000 Briarcrest Dr. Suite 101Bryan, TX 77802CERES:
    
    Director of Business Developmentcc: Legal DepartmentCeres, Inc.1535 Rancho Conejo Blvd.
 Page 5 of 45




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##### 



Thousand Oaks, CA 91320Phone: (805) 376-6500Fax: (805) 376-6549
 Article 6. Independent Contractor
   Article 7. Publicity
    Page 6 of 45




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##### 



Article 8. Intellectual Property
 A. General
   Page 7 of 45




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Page 8 of 45




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##### 



B. Copyright
 Title
 License to Copyrightable Materials (excluding software)
 First Right to Negotiate for Commercial License
 Page 9 of 45




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##### 



C. Patentable Inventions
 (1) Inventorship and Title
 Option to Obtain a Commercial License
 Exercise of Option to a Commercial License
 Page 10 of 45




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##### 



Joint Inventions
 D. Germplasm
 Definitions:
 a.
    
    Hybrid means a seed or plant that has resulted from genetic crossbreeding between
two or more lines where those lines include one or more (i) Lines or (ii) New Parental
Lines.b.
    
    TAES Genetic Contribution means, for any specific Line: (a) the proportion of the
nuclear genes of a Line arisen from Lines licensed by TAES to CERES, based on DNA Marker
Analysis (as defined in Article 8 A. (2)); (b) a contribution to be determined on a
case-by-case basis in each case where a specific valuable phenotype of that Line is
attributable to specific Allele(s) optioned or licensed to CERES by TAES; and (c) Other
Contributions from TAES.c.
    
    Other Contributions means intellectual and technical contributions to the
development of Lines or if from CERES, to the development of Lines, New Parental Lines or
Hybrids, such as, without limitation, markers, gene-trait association knowledge or
composition knowledge, that inform the breeding and selection process, or transgenic
traits.d.
    
    Developed by Breeding means originated by any form of genetic manipulation
including but not limited to single or multiple hybridization, backcrossing, genetic
transformation or other rearrangement or recombination of genes with or without associated
selection.e.
    
    New Parental Lines means new genetic lines or populations which are Developed by
Breeding by CERES and which have one or more of the Lines as progenitors.f.
    
    Lines means sorghum lines or populations created in the course of the Program and
new genetic lines or populations developed by CERES through further selection within the
Lines, as distinguished from crossing followed by selection.g.
    
    Allele means a particular form of a gene determinant for a valuable characteristic
of a plant (e.g. drought tolerance, specific flowering time), discovered in the Program by
TAES or by TAES and CERES jointly.
 Page 11 of 45




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##### 



Ownership.
 Option to Obtain a Commercial License
 Exercise of Option to a Commercial License
 Article 9. Publications
  Page 12 of 45




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##### 



Appendix A
 Article 10. Warranty
  Article 11. Confidential Information
    Page 13 of 45




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##### 



Article 12. Disputes
  Texas Government
Code
 Article 13. Governing Law
  Article 14. Termination
     Page 14 of 45




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##### 



Article 15. Transfer of Materials
          Page 15 of 45




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##### 



Article 16. Miscellaneous
    Page 16 of 45




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##### 



For Ceres, Inc. (CERES)
    
    
    
    For The Texas Agricultural
Experiment Station (TAES)By:
/s/ Peter Mascia
    
    
    
    By: /s/
Mark A. HusseyName: Peter Mascia
    
    
    
    Mark A. HusseyTitle: Vice President of Product
Development
    
    
    
    Director, Texas Agricultural
Experiment StationDate: August 28, 2007
    
    
    
    Date: 8-29-2007For Ceres, Inc. (CERES)
    
    
    
    For The Texas Agricultural
Experiment Station (TAES)By:
    
    /s/
Richard Hamilton
    
    
    
    By:
    
    /s/
Elsa MuranoName: Richard Hamilton
    
    
    
    Elsa MuranoTitle: President & Chief Executive
Officer
    
    
    
    Vice Chancellor & Dean of College
of Agriculture and Life SciencesDate: August 29, 2007
    
    
    
    Date: 8/29/07
 Page 17 of 45




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##### 



Appendix A
 to the Sponsored Research Agreement
between Ceres, Inc. and The Texas Agricultural Experiment Station of The Texas
A&M University System
 Program
 Technical Plan for the Development of Bioenergy Sorghum  Texas A&M University System and Ceres
 TABLE OF CONTENTS
 PageI. Executive Summary
    
    
    19II. Overall Goals
    
    
    19III. Technical PlanA. Sorghum Breeding
    
    
    20A-1. Sweet sorghumA-2. High-biomass cellulosic sorghumB. Sorghum Composition/Conversion Testing
    
    
    22B-1. Biomass composition analysisB-2. Biomass conversion testingC. Genotyping/Marker-Assisted-Breeding
    
    
    23D. Technology Development
    
    
    24E. Sorghum Genome Platform
    
    
    26F. Bioenergy Traits/Gene Discovery
    
    
    27
 Page 18 of 45




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##### 



I. Executive Summary:
  Appendix C
  II. Overall Goals:
   Page 19 of 45




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##### 



III. TECHNICAL PLAN DESCRIPTION.
 A. SORGHUM BREEDING.
 Introduction Sorghum bicolor
  Objectives
 Page 20 of 45




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##### 



A-1. Sweet Sorghum
 A-2. High-Biomass Cellulosic Sorghum:
 Technical Plan:
  Page 21 of 45




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##### 



[***]
 B. SORGHUM BIOMASS COMPOSITION/CONVERSION TESTING.
 Background and Rationale :
 Technical Plan:
 [***]
 Page 22 of 45




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##### 



[***]
 C. GENOTYPING AND MARKER-ASSISTED-BREEDING (MAB).
 Background:
  Technical Plan:
 [***]
 Page 23 of 45




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##### 



[***]
 D. TECHNOLOGY DEVELOPMENT.
 D-1. Graphical genotyping using RSL/Solexa technology .
 Background and rationale:
        Page 24 of 45




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##### 



Technical Plan:
 [***]
 D-2. Gene expression platform development: (Solexa/SAGE, qRT-PCR):
 Background:
 Page 25 of 45




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##### 



Technical Plan:
  E. SORGHUM GENOME PLATFORM.
 Background and Rationale:
  Page 26 of 45




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##### 



Technical Plan:
  F. BIOENERGY TRAITS AND GENE DISCOVERY.
 F-1. Flowering time/duration:
 Background:
 Page 27 of 45




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Technical Plan:
 [***]
 Page 28 of 45




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##### 



[***]
 F-2. Biomass yield, traits, and composition :
 Background:
       Technical Plan:
 [***]
 Page 29 of 45




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[***]
 Page 30 of 45




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[***]
 F-3. Height (Dw1-4) :
 Background:
       Technical Plan:
  Page 31 of 45




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##### 



F-4. Other traits:
   Page 32 of 45




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##### 



Appendix B
 to the Sponsored Research Agreement
between Ceres, Inc. and The Texas Agricultural Experiment Station of The Texas
A&M University System
 Budget
 A. SORGHUM BREEDING
 YearYear 1
    
    Year 2
    
    Year 3
    
    Year 4
    
    Year 5
    
    TOTALPI: Bill RooneySalariesTo Be Named **
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]TechnicianTo Be Named **
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Graduate Student
50% Time, 12 Cal Mos.Student Workers
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Subtotal
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Fringe Benefits
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Personnel Costs
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Materials & SuppliesBreeding
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Agronomic
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Quality
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Materials & Supplies
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Travel
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Other CostsGreenHouse
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Field Fees
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Tuition & Fees
[***]
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Other Costs
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Capital CostsEquipment
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Cost  BREEDING
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Page 33 of 45




---



##### 



B. COMPOSITION LAB
 Year 1
    
    Year 2
    
    Year 3
    
    Year 4
    
    Year 5
    
    TOTALPI: Bill RooneySalariesTo Be Named **
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***].25 TechnicianStudent Workers
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Subtotal
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Fringe Benefits
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Personnel Costs
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Materials & SuppliesNIR
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Materials & Supplies
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Travel
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]Other CostsWet Chemistry
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Other Costs
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Capital CostsEquipment
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***](grinder, dryer, NIR)Total Cost  Composition Lab
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 C. GENOTYPING/MAB
 Year 1
    
    Year 2
    
    Year 3
    
    Year 4
    
    Year 5
    
    TOTALCo-PI: Patricia KleinSalariesNatalie Unruh (0.5-1.0)
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Student workers
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]subtotal
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Fringe benefits
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Personnel Costs
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Materials and Supplies
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Capital CostsGenogrinder,
Nanospectrometer
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]Total Cost -
Genotyping/MAB
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Page 34 of 45




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##### 



D. TECHNOLOGY/SOLEXA
 Year 1
    
    Year 2
    
    Year 3
    
    Year 4
    
    Year 5
    
    TOTALPI: John MulletSalariesPost-doc (To be named)
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    [***]subtotal
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    [***]Fringe Benefits
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    [***]Total Personnel Costs
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    [***]Materials and Supplies
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    [***]Capital CostsNanospectrometer, PCR
machines
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]Solexa sequencer (TAES)
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]Total Cost 
Technology/Solexa
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    [***]
 E. GENOME PLATFORM
 Year 1
    
    Year 2
    
    Year 3
    
    Year 4
    
    Year 5
    
    TOTALCo-PI: Patricia KleinSalariesNatalie Unruh (0.5)
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Arun Sharma
    
    
    [***]
    
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]CS student (0.5)*TEES
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]subtotal
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Fringe Benefits
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Personnel Costs
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Materials & Supplies
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]OtherTuition & Fees [***]
    
    
    [***]*TEES
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Capital CostsLinex computers
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]Total Costs  Genome
Platform
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Page 35 of 45




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##### 



F. TRAITS/QTL/GENES
 Year 1
    
    Year 2
    
    Year 3
    
    Year 4
    
    Year 5
    
    TOTAL3.1 Duration (Ma5/6)PI: John MulletSalariesGraduate student (Bio/Bio)
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]subtotal
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Fringe benefits
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Personnel Costs
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Materials & Supplies
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]OtherTuition & Fees
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Subtotal
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]3.2 Biomass traitsPI: John MulletSalariesPost-doc
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]subtotal
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Fringe benefits
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Personnel Costs
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Materials & Supplies
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Subtotal
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Year 1
    
    Year 2
    
    Year 3
    
    Year 4
    
    Year 5
    
    TOTAL3.3 Height/anthracnoseCo-PI: Patricia KleinSalariesGraduate student (MEPS)
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]subtotal
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Fringe benefits
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Personnel Costs
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Materials and Supplies
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]OtherTuition & Fees
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Subtotal
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Page 36 of 45




---



##### 



Year 1
    
    Year 2
    
    Year 3
    
    Year 4
    
    Year 5
    
    TOTAL3.4 Other traitsPI: John MulletSalariesPost-doc (To be named)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]subtotal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Fringe Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Personnel Costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Materials and Supplies
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Capital CostsFreeze-mill grinder
    
    
    
    
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]Subtotal
    
    
    
    
    
    
    [***]
    
    
    
    
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total for Traits/Genes
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Operating Summary
  A. Breeding
    
    
    [***]B. Composition
    
    
    [***]C. Genotyping/MAB
    
    
    [***]D. Technology
    
    
    [***]E. Genome Platform
    
    
    [***]F. Traits/Genes
    
    
    [***]Total Direct Costs
    
    
    [***]Indirect (45.5% MTDC)
    
    
    [***]Total Request
    
    
    [***]
  TEES Direct Costs
    
    
    [***]TEES Indirect Costs
    
    
    [***]TAES Direct Costs
    
    
    [***]TAES Indirect Costs
    
    
    [***]
   Budget Justification
 A. Breeding
 Personnel:
 Materials and Supplies:
 Page 37 of 45




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##### 



Travel:
 Other Costs:
 Equipment:
 B. Composition
 Personnel:
 Materials and Supplies:
 Other Costs:   Equipment:
 C. Genotyping/MAB
 Personnel:
 Materials and Supplies:
 Capital costs:
 D. Technology Development/Solexa.
 Personnel:
 Materials and Supplies
 Capital Costs:
 E. Genome Platform.
 Page 38 of 45




---



##### 



Personnel:
  Material and Supplies:
 Other:
 Capital Costs
 F. Traits, QTL and Gene Discovery.
  Page 39 of 45




---



##### 



Appendix C
 to the Sponsored Research Agreement
between Ceres, Inc. and The Texas Agricultural Experiment Station of The Texas
A&M University System
 Project Diagram  Process for Developing Sorghum Bioenergy Genotypes
 [***]
 Page 40 of 45




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##### 



Appendix D
 to the Sponsored Research Agreement
between Ceres, Inc. and The Texas Agricultural Experiment Station of The Texas
A&M University System
 Breeding Plan
 Objective
    
    
    [***]Product:
    
    
    [***]Year
    
    
    [***]
 Objective 1
    
    
    [***]Year 0Summer
    
    
    [***]Winter
    
    
    [***]Year 1Summer
    
    
    [***]Winter
    
    
    [***][***]Year 2Summer
    
    
    [***][***]Winter
    
    
    [***][***]Year 3Summer
    
    
    [***][***]Winter
    
    
    [***]Year 4Summer
    
    
    [***][***]Winter
    
    
    [***]Year 5Summer
    
    
    [***][***]Winter
    
    
    [***]Year 6Summer
    
    
    [***]
 Page 41 of 45






---



##### 



NOTES[***][***][***][***]
  Page 42 of 45




---



##### 



Year
    
    TaskObjective 2
    
    
    [***]Year 0Summer
    
    
    [***]Winter
    
    
    [***][***][***]Year 1Summer
    
    
    [***][***][***]Winter
    
    
    [***][***][***][***]Year 2
    
    
    [***]
 Page 43 of 45




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##### 



Summer
    
    
    [***][***][***]Winter
    
    
    [***][***][***][***]Year 3
    
    
    [***]Summer
    
    
    [***][***][***][***][***]Winter
    
    
    [***][***]Year 4Summer
    
    
    [***][***][***]Winter
    
    
    [***]Year 5Summer
    
    
    [***]Year 6Summer
    
    
    [***]
 Page 44 of 45




---



##### 



Page 45 of 45




---



##### 



AMENDMENT I
  1.
    
    The Parties agree to amend Article 1.A. to read as follows:AGRILIFE agrees to perform the work set forth in Appendix Aand Appendix A-I
(jointly the Program) entitled respectively Crop Development Using
Marker-Assisted Breeding and Enhancing the Sweet Sorghum Breeding Program.2.
    
    The Parties agree to add the Enhancing the Sweet Sorghum Breeding Program attached
hereto as Attachment I as Appendix A-Ito the Agreement and Attachment II
as Appendix B-Ito the Agreement.3.
    
    The Parties agree to add a sentence in Article 3.A. to read as follows:CERES agrees to pay for the direct and indirect cost of work of this Agreement to a
maximum amount of [***] dollars ($[***]) as described in the budget and attached as
Appendix B... Further, Ceres agrees to pay for the direct and indirect cost of this
Agreement to a maximum amount of [***] dollars ($[***]) as described in the budget and
attached as Appendix B-I. AGRILIFE will invoice CERES when the payments become due.4.
    
    The Parties agree that this Amendment I is effective as of June 18, 2008.5.
    
    For the remainder, the Agreement remains unchanged and this Amendment I shall form an
integral part thereof.
  For Ceres, Inc. (CERES)
    
    
    
    For Texas AgriLife Research (AGRILIFE)By:
/s/ Richard Flavell
    
    
    By: /s/
Mark A. HusseyName: Richard Flavell, CBE, FRS
    
    
    
    Mark A. HusseyTitle: Chief Scientific Officer
    
    
    
    Director, Texas AgriLife Research
Interim Vice Chancellor for Agriculture
and Life Sciences
Interim Dean, College of
Agriculture and Life Sciences
 Page 1 of 7




---



##### 



For Ceres, Inc. (CERES)By:
    
    /s/ Richard HamiltonName:
    
    Richard HamiltonTitle:
    
    President & Chief Executive Officer
 Page 2 of 7




---



##### 



Attachment I
 Appendix A-I
 Enhancing the Sweet Sorghum Breeding Program
 W.L. Rooney, Sorghum Breeding, Texas A&M University
 Summary:
 Introduction:
    Page 3 of 7




---



##### 



Research Approach:
   Expected Results:
 Page 4 of 7




---



##### 



Attachment II
 Appendix B-I
 Budget and Timeline for Enhancing the Sweet Sorghum Breeding Program:
 Item
    
    Year 1
    
    Year 2
    
    Year 3
    
    Year 4
    
    TotalLaborResearch
Associate
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***](salary, fringe)Undergraduate
Labor
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]Equipment
    
    
    [***]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    [***]Expendable Supplies
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Composition Analysis
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Field Expense
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Travel
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Direct Cost
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Indirect Costs
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Budget Justification:
 Page 5 of 7




---



##### 



Page 6 of 7




---



##### 



Page 7 of 7




---



##### 



AMENDMENT II
  1.
    
    The Parties agree to amend Article 1.A. to read as follows:AGRILIFE agrees to perform the work set forth in Appendix A, Appendix A-Iand
Appendix A-II(jointly the Program) entitled respectively Crop Development
Using Marker-Assisted Breeding, Enhancing the Sweet Sorghum Breeding Program
and Management Practices for Efficient Production of High Biomass and Sweet
Sorghums.2.
    
    The Parties agree to add the Management Practices for Efficient Production of High
Biomass and Sweet Sorghums attached hereto as Attachment I as Appendix A-IIto the
Agreement and Attachment II as Appendix B-IIto the Agreement.3.
    
    The Parties agree to add a sentence in Article 3.A. to read as follows:CERES agrees to pay for the direct and indirect cost of work of this Agreement to a
maximum amount of [***] dollars ($[***]) as described in the budget and attached as
Appendix B... Further, Ceres agrees to pay for the direct and indirect cost of this
Agreement to a maximum amount of [***] dollars ($[***]) as described in the budget and
attached as Appendix B-I. Further, Ceres agrees to pay for the direct and indirect cost
of this Agreement to a maximum amount of [***] dollars ($[***]) as described in the
budget and attached as Appendix B-II.AGRILIFE will invoice CERES when the payments
become due.4.
    
    The Parties agree that this Amendment II is effective as of July 15, 2008.5.
    
    For the remainder, the Agreement remains unchanged and this Amendment II shall form an
integral part thereof.
  Page 1 of 6




---



##### 



For Ceres, Inc. (CERES)
    
    
    
    For Texas AgriLife Research (AgriLife)By:
    
    /s/ Richard Flavell
    
    
    
    By:
    
    /s/ Mark A. HusseyName: Richard Flavell, CBE, FRS 
Title: Chief Scientific Officer
    
    
    
    Mark A. Hussey
Director, Texas AgriLife Research
Interim Vice Chancellor for Agriculture
and Life Sciences
Interim Dean, College of Agriculture and
Life SciencesFor Ceres, Inc. (CERES)By:
    
    /s/ Richard HamiltonName: Richard HamiltonTitle: President & Chief
Executive Officer
 Page 2 of 6




---



##### 



Attachment I
 Appendix A-II
 Proposal to Ceres
Management Practices for Efficient Production of
High Biomass and Sweet Sorghums
J.M. Blumenthal, Sorghum Cropping Systems Specialist
 1. Introduction:
 Sorghum bicolor
   2. Specific Objectives:
 Page 3 of 6




---



##### 



3. Material and Methods:
 Objective 1: Hybrid adaptation and evaluation
  Page 4 of 6




---



##### 



Objective 2: Plant populations
  Objective 3: Nutrient requirement
  4. Timeline:
 Obj. 1
    
    Obj. 2
    
    Obj. 3Year 1
    
    
    X
    
    
    
    XYear 2
    
    
    X
    
    
    
    XYear 3
    
    
    X
    
    
    
    
    
    
    
    XYear 4
    
    
    X
    
    
    
    
    
    
    
    X
 5. Deliverables:
  Page 5 of 6




---



##### 



Attachment II
 Appendix B-II
 Year 1
    
    Year 2
    
    Year 3
    
    Year 4Program specialist (20%)Salary
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Fringe Benefits & Insurance
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Salary enhancement programDr. BlumenthalSalary
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Fringe Benefits & Insurance
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total Direct Costs
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Institutional overhead (45.5%)
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]Total costs
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
    
    
    
    [***]
 Page 6 of 6




---



##### 



CONFIDENTIAL
 AMENDMENT III
  1.
    
    The Parties agree to add a new Article 15.M as follows:M. Notwithstanding anything to the contrary in this Article 15, the Parties
agree that the Materials provided to CERES pursuant to Section B of Appendix A
of the SRA may be supplied to parties with whom CERES has entered into
collaboration or evaluation agreements (Collaborators), provided that
Collaborators (i) will only be allowed to use such Materials for the purpose of
the implementation of their agreement or agreements with CERES, and (ii) will be
subject to obligations consistent with Articles 15.C, 15.D, 15.E, 15.F and 15.I.
CERES will provide to AgriLife information with respect to the Materials
feedstock composition generated pursuant to CERES agreements with Collaborators
and which CERES has the right to communicate to AgriLife; such information will
be deemed Confidential Information of CERES.2.
    
    The Parties agree that this Amendment III is effective as of October 22, 2008.3.
    
    For the remainder, the Agreement remains unchanged and this Amendment III shall form an
integral part thereof.
  For Ceres, Inc. (CERES)
    
    
    
    For Texas AgriLife ResearchBy:
    
    /s/ Richard Flavell
    
    
    
    By:
    
    /s/ Bill Dugas
    27/1/09Name: Richard Flavell, CBE, FRS
    
    
    
    Bill DugasTitle: Chief Scientific Officer
    
    
    
    Deputy Director, Texas AgriLife ResearchFor Ceres, Inc. (CERES)
    
    
    
    For Texas AgriLife ResearchBy:
    
    /s/ Richard Hamilton
    
    
    
    By:
    
    /s/ Mark A. Hussey
    27/1/09Name: Richard Hamilton
    
    
    
    Mark A. HusseyTitle: President & Chief Executive
Officer
    
    
    
    Vice Chancellor & Dean of College of
Agriculture and Life Sciences
 Page 1 of 1




---



##### 



CONFIDENTIAL
 AMENDMENT IV
  1.
    
    The Parties agree to add a new Article 15.N as follows:N. Notwithstanding anything to the contrary in this Agreement, the Parties
agree that any Materials provided by TAES to CERES pursuant to this Agreement
which are germplasm or Lines may be used by CERES for the following purposes:
(a) creating hybrids using Materials and/or other germplasm or lines and (b)
research activities with, and trialing and evaluating of (i) the Materials and
any hybrids made using Materials and (ii) any plant material or seed derived
from such Materials or hybrids. Further, such Materials and any hybrids derived
therefrom and any plant material or seed of any of the foregoing may be supplied
by CERES to parties with whom CERES has entered into collaboration, evaluation,
material transfer or field evaluation agreements (Collaborators) or to any
subcontractors of Ceres (Subcontractors), provided that Collaborators and
Subcontractors (i) will only be allowed to use such Materials for the purpose of
the implementation of their agreement or agreements with CERES, (ii) will be
subject to obligations consistent with Articles 15.C, 15.D, 15.E, 15.F and 15.I
and (iii) will only perform activities as referred to in (a) or (b) hereinabove.
Any commercialization by CERES of Material or hybrids therefrom will be
governed by the relevant clauses of this Agreement, the IPRA and/or license
agreements which may be entered into by the Parties.2.
    
    The Parties agree that this Amendment IV is effective as of the start of the Program
Term.3.
    
    For the remainder, the Agreement remains unchanged and this Amendment IV shall form an
integral part thereof.
  For Ceres, Inc. (CERES)
    
    
    
    For Texas AgriLife Research (AgriLife)By:
    
    /s/ Richard Flavell
    
    
    
    By:
    
    /s/ Bill Dugas
    7/4/09Name: Richard Flavell, CBE, FRS
    
    
    
    Bill DugasTitle: Chief Scientific Officer
    
    
    
    Interim Director, Texas Agricultural
Experiment Station
 Page 1 of 2




---



##### 



For Ceres, Inc. (CERES)
    
    
    
    For Texas AgriLife Research (AgriLife)By:
    
    /s/
Richard Hamilton
    
    
    
    By:
    
    /s/
Mark A. HusseyName: Richard Hamilton
    
    
    
    Mark A. HusseyTitle: President & Chief Executive
Officer
    
    
    
    Vice Chancellor & Dean, Agriculture and
Life Sciences
 Page 2 of 2