Exhibit 10.14
  Material Transfer and Evaluation Agreement
 between
 Ceres, Inc.
 and
 The Texas A&M University System
      ARTICLE I  DEFINITIONS
 1.01
    
    MATERIALS means the sorghum germplasm material developed by TAES and provided to CERES
under this Agreement, as specifically listed in Exhibit A, including any seed or other
propagating material, unmodified progeny, mutations, unmodified derivatives of MATERIALS, and
any portion of MATERIALS as may be contained in or incorporated into DERIVATIVES.1.02
    
    DERIVATIVES means sorghum lines or hybrids created by CERES using one or more of the
MATERIALS whether or not combined with public material, material of CERES, and/or material of
third parties.1.03
    
    KNOW-HOW means any non-publicly available information related to MATERIALS such as
sequences, formulas, protocols, genetic and physical maps, breeding records, pedigrees,
compilations of data, specifications or any other information that may be provided by TAES to
CERES in a tangible form and marked as confidential, and in connection with MATERIALS.1.04
    
    RESEARCH PURPOSES means testing, evaluation, and breeding of MATERIALS, and production of
MATERIALS for such purposes. RESEARCH PURPOSES excludes any transgenic manipulation of
MATERIALS or DERIVATIVES. Furthermore, RESEARCH PURPOSES excludes any sale, transfer, or
disposition of MATERIALS or DERIVATIVES for commercial exploitation purposes.1.05
    
    EFFECTIVE DATE means the date this Agreement has been executed by the last Party.
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ARTICLE II  SUPPLY OF MATERIALS AND OBLIGATIONS OF CERES
 2.01
    
    Supply of Materials. Upon receipt of the Materials Transfer Fee as prescribed in paragraph
3.01, TAES will supply to CERES a quantity of the MATERIALS as specified in Exhibit A, and
will deliver to CERES one copy of KNOW-HOW as it relates to RESEARCH PURPOSES, if any. No
further supply of MATERIALS is anticipated or guaranteed under this Agreement.2.02
    
    Obligations of CERES. CERES agrees that its use of MATERIALS, DERIVATIVES, and KNOW-HOW will
be subject to the following terms and conditions:
 a.
    
    Safety. CERES agrees to use the MATERIALS in a safe manner and in compliance
with all applicable laws and regulations.b.
    
    CERES Use. MATERIALS, DERIVATIVES, and KNOW-HOW will be used only at
facilities under CERES control and strictly for RESEARCH PURPOSES. CERES may,
however, provide the MATERIALS and DERIVATIVES to a third party under contract with
CERES solely for the conduct of RESEARCH PURPOSES and only as consistent with this
Agreement. CERES is responsible for ensuring that such third party is fully informed
of, and agrees to comply with, the terms and conditions of this Agreement.c.
    
    Commercial Use. Any commercial use of MATERIALS, DERIVATIVES, and KNOW-HOW,
or any other use outside of RESEARCH PURPOSES, is strictly prohibited. Commercial
use includes sale, lease, license, or transfer of any MATERIAL and DERIVATIVES
directly, or to third parties for such, and includes performing contract research, and
producing or manufacturing products for general sale. Furthermore, MATERIALS must not
be used in research that is subject to funding, consulting, reporting, or licensing
obligations, to the extent that options or rights to a third party are granted on
MATERIAL or DERIVATIVES as consideration for providing funding for the research
conducted under this Agreement, unless prior written permission is obtained from
SYSTEM.d.
    
    Commercial Terms. Should CERES desire to use one of more of the MATERIALS or
DERIVATIVES for commercial purposes, CERES will notify SYSTEM of its interests and the
Parties will enter into diligent negotiations in good faith for a commercial license
for the subject MATERIAL and/or DERIVATIVE of interest (License Agreement). Terms
and conditions for a commercial license will be determined at the time of such
negotiations. Notwithstanding the above, nothing in this Agreement should be construed
to grant to CERES a commercial license or right from SYSTEM to use the MATERIAL,
KNOW-HOW, or DERIVATIVES.e.
    
    No Transfer. CERES must not transfer or provide MATERIALS, DERIVATIVES, or
KNOW-HOW or any portion thereof to any other organization or individual than as
otherwise allowed in this Agreement without the prior written consent of SYSTEM, or as
may be provided in the License Agreement. Furthermore, CERES acknowledges that the
MATERIALS and KNOW-HOW are the valuable and proprietary properties of TAES and SYSTEM
and ownership in MATERIALS shall be retained by TAES and SYSTEM. CERES will, to the
best of its ability, utilize the MATERIALS and KNOW-HOW in a manner that serves to
protect the proprietary interests of TAES and SYSTEM.
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f.
    
    Confidentiality. Each Party agrees to maintain the confidentiality of
information transferred from the other Party (disclosing Party) that is provided in
a tangible form and marked as confidential (Confidential Information). Neither
Party will publish nor disclose to third parties any description or technical
information concerning MATERIALS that is obtained by the disclosing Party under this
Agreement or is the Confidential Information of the other Party without the prior
written consent of the disclosing Party. For the duration of this Agreement, and
furthermore, for five (5) years after the termination or expiration of this Agreement,
neither Party shall disclose Confidential Information obtained from the disclosing
Party concerning MATERIALS to any third party without the prior written consent of the
disclosing Party. These obligations of confidentiality shall not apply to: (i)
information which is now under, or hereafter enters, the public domain without a
breach of this Agreement; (ii) information known to a Party prior to the time of
disclosure by the disclosing Party, or independently developed by employees of a Party
without access to Confidential Information or MATERIALS; (iii) information disclosed
in good faith to a Party by a third person legally entitled to disclose the same; and
(iv) information required to be disclosed by law or order of a court of law or
governmental agency of competent jurisdiction.g.
    
    Publications. CERES must not publicly disclose, or transfer to a third party,
any information derived from CERES use of MATERIAL and/or KNOW-HOW without prior
written consent from SYSTEM, which consent will not unreasonably be withheld.
 ARTICLE III  CONSIDERATION
 3.01
    
    Materials Transfer Fee. In consideration for the material transfer and rights granted in this
Agreement, CERES will remit to SYSTEM a one-time nonrefundable Materials Transfer Fee of [***]
dollars (US$[***]), payable within forty-five (45) days of the EFFECTIVE DATE.3.02
    
    Shipping Cost Reimbursement. Shipping or other transportation of the MATERIALS will be
F.O.B. TAES and all arrangements are the responsibility of CERES. CERES bears all risk of
loss, delay, or damage in transit, as well as the cost of freight and insurances.3.03
    
    Sharing of Information. In additional consideration for the transfer of MATERIALS made to
CERES by TAES, CERES will provide annual reports to SYSTEM detailing CERES efforts and
results with its use of MATERIALS. The information shared with SYSTEM in such reports should
include information on DERIVATIVES created and results of any genetic analysis conducted by
CERES on MATERIALS, including DNA fingerprinting, segregation data, phenotypic data, etc.
Within thirty (30) days following the completion of CERES testing of MATERIALS, or the
termination or expiration of this Agreement, whichever is earlier, CERES will deliver to
SYSTEM a summary report of its efforts and results. TAES agrees not to publish the reports
provided by CERES, but TAES may use information provided in such reports for its own internal
experimental non-commercial purposes. Should TAES desire to disclose to a third party
information relating to the MATERIALS that has been provided by CERES and is considered CERES
Confidential Information as provided in paragraph 2.02(f), TAES will first seek prior consent
from CERES, which consent will not be unreasonably withheld.3.04
    
    Sharing of Material. In additional consideration for the transfer of MATERIALS made to CERES
by TAES, upon request by TAES and subject to availability, CERES will supply a reasonable
quantity of seed to TAES of seed increases from MATERIALS, and information
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regarding the amount of seed produced for such MATERIALS, to be used for TAES internal
experimental non-commercial purposes.
 3.05
    
    More Favored Terms. Following the EFFECTIVE DATE, SYSTEM may elect to enter into material
transfer agreements with third parties for the MATERIALS or any part thereof that grant such
third party the same right to use the MATERIALS or any part thereof under terms similar to
those contained in this Agreement. Should SYSTEM determine to grant such rights to a third
party under more favorable terms regarding rights to use the MATERIALS or sharing of
information or material, as provided in paragraphs 2.02, 3.03 and 3.04 of this Agreement,
CERES shall be entitled to have this Agreement amended to substitute the terms of such more
favorable terms regarding rights to use the MATERIALS or sharing of information or material.
 ARTICLE IV- TERMINATION
 4.01
    
    Expiration. This Agreement, unless sooner terminated as provided herein, will remain in
effect for a period of three (3) years from the EFFECTIVE DATE.4.02
    
    Termination by CERES. CERES may terminate this Agreement by providing written notice to
SYSTEM at least thirty (30) days before the termination is to take effect.4.03
    
    Termination by SYSTEM. If CERES materially breaches this Agreement, SYSTEM may give CERES
written notice of the breach. CERES shall have a period of thirty (30) days from receipt of
the notice to cure the breach. If CERES does not cure the breach within this period, SYSTEM
may terminate this Agreement by giving written notice of termination with immediate effect.4.04
    
    Disposal of MATERIALS. Upon the expiration or termination of this Agreement and unless
otherwise provided in the License Agreement or any other agreement executed between the
Parties, CERES agrees to destroy or return, at SYSTEMs request, all quantities of MATERIALS
and KNOW-HOW in CERES possession. Upon the expiration or termination of this Agreement and
unless otherwise provided in the License Agreement or any other agreement executed between the
Parties, CERES agrees to destroy all quantities of DERIVATIVES in CERES possession. SYSTEM
will not be held responsible for any expense or investment whatsoever that CERES may have
incurred in association with the purposes of this Agreement, or will incur in association with
such termination of this Agreement.4.05
    
    Matters Surviving Termination. All accrued obligations and claims, including material
transfer fee obligations and claims or causes of action for breach of this Agreement, shall
survive expiration or termination of this Agreement. Obligations of confidentiality shall
survive expiration or termination of this Agreement. Articles V, 7.05 and 7.06 shall survive
termination of this Agreement. This section controls in the case of a conflict with any other
section of this Agreement.
 ARTICLE V  LIABILITY AND REPRESENTATIONS
 5.01
    
    Indemnification. CERES SHALL AT ALL TIMES DURING THE TERM OF THIS AGREEMENT AND THEREAFTER,
INDEMNIFY, DEFEND AND HOLD HARMLESS SYSTEM, TAES, ITS REGENTS, OFFICERS, EMPLOYEES, AND
AFFILIATES, AGAINST ANY CLAIM, PROCEEDING, DEMAND, LIABILITY,
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OR EXPENSES (INCLUDING LEGAL EXPENSES AND REASONABLE ATTORNEYS FEES) WHICH RELATES TO
INJURY TO PERSONS OR PROPERTY, OR AGAINST ANY OTHER CLAIM, PROCEEDING DEMAND, EXPENSE AND
LIABILITY OF ANY KIND WHATSOEVER RESULTING FROM CERES USE OF THE MATERIALS, DERIVATIVES,
AND KNOW-HOW(all the foregoing referred to hereinafter as Claims).TAES and/or SYSTEM
shall give prompt written notice of any Claims or alleged Claims to CERES, and CERES shall
have the right, subject to the approval of the Attorney General of the State of Texas, to
conduct the defense of any such Claims, and TAES and/or SYSTEM shall cooperate with CERES
as CERES may request in any such defense.
 5.02
    
    Representation. SYSTEM AND TAES MAKE NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, NOR DOES TAES OR SYSTEM ASSUME ANY OBLIGATIONS WITH RESPECT
TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES DUE TO CERES
ACTIVITIES UNDER THIS AGREEMENT.5.03
    
    Nature of the Materials. All MATERIALS provided hereunder should be considered experimental
and should be handled by CERES with appropriate safety precautions as provided in paragraph
2.02(a).
 ARTICLE VI  NOTICE
 6.01
    
    Notices. Payments, notices, or other communications required by this Agreement shall be
sufficiently made or given if mailed by certified First Class United States mail, postage
pre-paid, or by commercial carrier (e.g., FedEx, UPS, etc.) when such carrier maintains
receipt or record of delivery, addressed to the address stated below, or to the last address
specified in writing by the intended recipient.
 (a)
    
    If to SYSTEM:
 
 (b)
    
    If to CERES:
 
 ARTICLE VII  MISCELLANEOUS PROVISIONS
 7.01
    
    Assignment. This Agreement binds and inures to the benefit of the Parties, their successor or
assigns, but may not be assigned by either Party without the prior written consent of the
other Party; provided however, CERES shall have the right to assign its rights and obligations
under this Agreement to any Affiliated Company without such prior consent. CERES shall also
have the right to assign its rights and obligations under this Agreement to
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a third party in conjunction with the transfer to such third party of substantially all of
the assets of CERES associated with performance under this Agreement without such prior
consent. Affiliated Company means any company owned or controlled by, under common
control with or controlling CERES, control meaning in this context the direct or indirect
ownership of more than fifty percent (50%) of the voting stock/shares of a company, or the
power to nominate at least half of the directors.
 7.02
    
    Force Majeure. Each Party shall be excused from any breach of this Agreement which is
proximately caused by government regulation, war, strike, act of God, or other similar
circumstance normally deemed outside the control of well-managed businesses.7.03
    
    Independent Contractor. Each Party is and shall remain an independent contractor as long as
this Agreement is in effect and neither Party shall act as an agent, legal representative,
partner or joint venturer of the other Party for any purpose whatsoever and the employees of
one shall not be deemed to be the employees of the other. This Agreement is not intended to
restrict or confine either Party in independent development of the underlying plant material,
as long as such independent development does not compromise the rights or obligations of the
Parties prescribed in this Agreement.7.04
    
    Entire Agreement. This Agreement contains the entire understanding of the Parties with
respect to the MATERIALS, DERIVATIVES, and KNOW-HOW and supersedes all other written and oral
agreements between the Parties with respect to the MATERIALS, DERIVATIVES, and KNOW-HOW. It
may be modified or amended only by a written amendment signed by both Parties.7.05
    
    Governing Law. The validity, interpretation, and enforcement of this Agreement shall be
governed and determined by the laws of the State of Texas, excluding the conflict of laws
rules which might require the application of the laws of another jurisdiction.7.06
    
    Dispute Resolution. The Parties shall make every possible attempt to resolve in an amicable
manner all disputes between the Parties concerning the interpretation of this Agreement.
Should the Parties not be able to reach an agreement, then the Parties must use the dispute
resolution process provided in Chapter 2260, Texas Government Code, and the related rules
adopted by the Texas Attorney General to attempt to resolve in the ordinary course of
business. CERES must submit written notice of a claim of breach of contract under this
Chapter to Dr. Mark Hussey, Director, who will examine CERES claim and any counterclaim and
negotiate with CERES in an effort to resolve the claim.7.07
    
    Headings. Headings are solely for convenience of reference and are not part of, and may not
be used to construe, this Agreement.7.08
    
    Severability. This Agreement, to the greatest extent possible, shall be construed so as to
give validity to all of the provisions hereof. If any provision of this Agreement is or
becomes invalid, is ruled illegal by a court of competent jurisdiction or is deemed
unenforceable under the current applicable law from time to time in effect during the term of
this Agreement, the remainder of this Agreement will not be affected or impaired thereby and
will continue to be construed to the maximum extent permitted by law. In lieu of each
provision which is invalid, illegal or unenforceable, there will be substituted or added as
part of this Agreement by mutual written agreement of the Parties, a provision which will be
as similar as possible, in economic and business objectives as intended by the Parties to such
invalid, illegal or unenforceable provision, but will be valid, legal and enforceable.
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7.09
    
    No Waiver. The failure of either Party at any time to require performance by the other Party
of any provision of this Agreement shall in no way affect the right to require such
performance at any time thereafter nor shall the waiver by either Party of a breach of any
provision be taken or held to be a waiver of any succeeding breach of such provision or as a
waiver of the provision itself.7.10
    
    Limitation of Liability. Neither CERES nor SYSTEM, to the extent authorized by the
Constitution and laws of the State of Texas, shall be liable to the other Party for any
incidental, indirect, special, or consequential damage, however caused, and on any theory of
liability, arising out of or related to the work performed under this Agreement.
  CERES, INC.
    
    THE TEXAS A&M UNIVERSITY SYSTEM/s/ Peter Mascia
    
    /s/ Guy K. DiedrichBy:
    
    Peter Mascia
    
    Guy K. DiedrichTitle:
    
    VP of Product Development
    
    Vice Chancellor for Technology CommercializationDate:
    
    March 31, 2008
    
    Date: April 23, 2008TEXAS AGRILIFE RESEARCH/s/ Richard Flavell
    
    /s/ Bill McCutchenBy:
    
    Richard Flavell
    
    Bill McCutchenTitle:
    
    Chief Scientific Officer
    
    Associate DirectorDate:
    
    March 31, 2008
    
    Date: 4-3-08
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Exhibit A
 MATERIALS
 Quantity
    
    Code
    
    Source
    
    Material Name
    
    Type[***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***][***]
    
    [***]
    
    [***]
    
    [***]
    
    [***]Total no. lines:[***]




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AMENDMENT NO. 1
TO THE MATERIAL TRANSFER AND EVALUATION AGREEMENT
between
Ceres, Inc.
and
The Texas A&M University System
          4.01.
    
    Expiration. This Agreement, unless sooner terminated as provided herein,
will remain in effect until November 1, 2012.
   CERES, INC.
    
    THE TEXAS A&M UNIVERSITY SYSTEM/s/ Michael Stephenson
    
    /s/ Brett ComwellBy:
    
    Michael Stephenson
    
    Brett CornwellTitle:
    
    Vice President of Operations
    
    Associate Vice Chancellor for CommercializationDate:
    
    April 21, 2011
    
    Date: April 23, 2011TEXAS AGRILIFE RESEARCH/s/ Paul Kuc
    
    /s/ Bill McCutchenBy:
    
    Paul Kuc
    
    Bill McCutchenTitle:
    
    Chief Financial Officer
    
    Executive Associate DirectorDate:
    
    April 21, 2011
    
    Date: April 23, 2011
 MTA-001018
    
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Material Transfer and Evaluation Agreement
 between
 Ceres, Inc.
 and
 The Texas A&M University System
       ARTICLE I  DEFINITIONS
 1.01
    
    MATERIALS means the sorghum germplasm material developed by TAES and provided to CERES
under this Agreement, as specifically listed in Exhibit A, and TEST CROSSES, including any
seed or other propagating material, progeny, mutations, variants, and derivatives of MATERIALS
and TEST CROSSES.1.02
    
    TEST CROSSES means sorghum lines created by CERES by crossing any of the A lines listed in
Exhibit A by any of the other lines listed in Exhibit A.1.03
    
    KNOW-HOW means any non-publicly available information related to MATERIALS such as
sequences, formulas, protocols, genetic and physical maps, breeding records, pedigrees,
compilations of data, specifications or any other information that may be provided by TAES to
CERES in a tangible form and marked as confidential, and in connection with MATERIALS.1.04
    
    RESEARCH PURPOSES means testing and evaluation of MATERIALS, which may involve planting,
growing, propagating, evaluating the physical characteristics, genetic and DNA
fingerprinting analysis of the MATERIALS, and creating and evaluating TEST CROSSES. Other
than creating TEST CROSSES, RESEARCH PURPOSES excludes transgenic or traditional breeding
activities using MATERIALS. Furthermore,
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1.05
    
    RESEARCH PURPOSES excludes any sale, transfer, or disposition of MATERIALS for
commercial exploitation purposes.1.06
    
    EFFECTIVE DATE means the date this Agreement has been executed by the last Party.
 ARTICLE II  SUPPLY OF MATERIALS AND OBLIGATIONS OF CERES
 2.01
    
    Supply of Materials. Upon receipt of the Materials Transfer Fee as prescribed in paragraph
3.01, TAES will supply to CERES a quantity of the MATERIALS as specified in Exhibit A, and
will deliver to CERES one copy of KNOW-HOW as it relates to RESEARCH PURPOSES, if any. No
further supply of MATERIALS is anticipated or guaranteed under this Agreement.2.02
    
    Obligations of CERES. CERES agrees that its use of MATERIALS and KNOW-HOW will be subject to
the following terms and conditions:
 a.
    
    Safety. CERES agrees to use the MATERIALS in a safe manner and in compliance
with all applicable laws and regulations.b.
    
    CERES Use. MATERIALS and KNOW-HOW will be used only at facilities under
CERES control and strictly for RESEARCH PURPOSES. CERES may, however, provide the
MATERIALS to a third party under contract with CERES solely for the conduct of
RESEARCH PURPOSES and only as consistent with this Agreement. CERES is responsible
for ensuring that such third party is fully informed of, and agrees to comply with,
the terms and conditions of this Agreement. CERES will evaluate the MATERIALS using
appropriate cultural practices and techniques to compare performance characteristics
as mutually agreed on by TAES and CERES. Upon request, CERES will provide TAES
personnel with locations and maps to all testing sites containing MATERIALS, and will
allow access to such sites by TAES representatives, subject to reasonable notice.c.
    
    Commercial Use. Any commercial use of MATERIALS and KNOW-HOW, or any other
use outside of RESEARCH PURPOSES, is strictly prohibited. Commercial use includes
sale, lease, license, or transfer of any MATERIAL directly, or to third parties for
such, and includes performing contract research, and producing or manufacturing
products for general sale. Furthermore, MATERIALS must not be used in research that
is subject to funding, consulting, reporting, or licensing obligations, to the extent
that options or rights to a third party are granted on MATERIAL as consideration for
providing funding for the research conducted under this Agreement, unless prior
written permission is obtained from SYSTEM.d.
    
    Commercial Terms. Should CERES desire to use one of more of the MATERIALS for
commercial purposes, CERES will notify SYSTEM of its interests and the Parties will
enter into diligent negotiations in good faith for a commercial license for the
subject MATERIAL of interest (License Agreement). Terms and conditions for a
commercial license will be determined at the time of such negotiations.
Notwithstanding the above, nothing in this Agreement should be construed to grant to
CERES a commercial license or right from SYSTEM to use the MATERIAL or KNOW-HOW.e.
    
    No Transfer. CERES must not transfer or provide MATERIALS or KNOW-HOW or any
portion thereof to any other organization or individual than as otherwise allowed in
this Agreement without the prior written consent of SYSTEM, or as may be provided in
the License Agreement. Furthermore, CERES acknowledges that the MATERIALS
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and KNOW-HOW
are the valuable and proprietary properties of TAES and SYSTEM and ownership in
MATERIALS shall be retained by TAES and SYSTEM. CERES will, to the best of its ability,
utilize the MATERIALS and KNOW-HOW in a manner that serves to protect the proprietary
interests of TAES and SYSTEM.
 f.
    
    Confidentiality. Each Party agrees to maintain the confidentiality of
information transferred from the other Party (disclosing Party) that is provided in
a tangible form and marked as confidential (Confidential Information). Neither
Party will publish nor disclose to third parties any description or technical
information concerning MATERIALS that is obtained by the disclosing Party under this
Agreement or is the Confidential Information of the other Party without the prior
written consent of the disclosing Party. For the duration of this Agreement, and
furthermore, for five (5) years after the termination or expiration of this Agreement,
neither Party shall disclose Confidential Information obtained from the disclosing
Party concerning MATERIALS to any third party without the prior written consent of the
disclosing Party. These obligations of confidentiality shall not apply to: (i)
information which is now under, or hereafter enters, the public domain without a
breach of this Agreement; (ii) information known to a Party prior to the time of
disclosure by the disclosing Party, or independently developed by employees of a Party
without access to Confidential Information or MATERIALS; (iii) information disclosed
in good faith to a Party by a third person legally entitled to disclose the same; and
(iv) information required to be disclosed by law or order of a court of law or
governmental agency of competent jurisdiction.g.
    
    Publications. CERES must not publicly disclose, or transfer to a third party,
any information derived from CERES use of MATERIAL and/or KNOW-HOW without prior
written consent from SYSTEM, which consent will not unreasonably be withheld.h.
    
    Integrity of Materials. Except as otherwise provided in this Agreement, CERES
will not conduct mutagenesis, tissue culture, or molecular or cellular techniques with
seeds, plants or plant parts of the MATERIALS.
 ARTICLE III  CONSIDERATION
 3.01
    
    Materials Transfer Fee. In consideration for the material transfer and rights granted in this
Agreement, CERES will remit to SYSTEM a one-time nonrefundable Materials Transfer Fee of [***]
(US$[***]), payable within forty-five (45) days of the EFFECTIVE DATE.3.02
    
    Shipping Cost Reimbursement. Shipping or other transportation of the MATERIALS will be
F.O.B. TAES and all arrangements are the responsibility of CERES. CERES bears all risk of
loss, delay, or damage in transit, as well as the cost of freight and insurances.3.03
    
    Sharing of Information. In additional consideration for the transfer of MATERIALS made to
CERES by TAES, CERES will provide annual reports to SYSTEM detailing CERES efforts and
results with its evaluation of MATERIALS. The information shared with SYSTEM in such reports
should include information on results of all evaluations, including individual physical
characteristic observations for each line included in MATERIALS and all TEST CROSSES and
results of any genetic analysis conducted by CERES on MATERIALS and TEST CROSSES, including
DNA fingerprinting, segregation data, phenotypic data, etc. Within thirty (30) days following
the completion of CERES testing of MATERIALS, or the termination or expiration of this
Agreement, whichever is earlier,
CERES will deliver to SYSTEM a summary report of its efforts and results. TAES agrees
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not to publish the reports provided by CERES, but TAES may use
information provided in such reports for its own internal experimental non commercial purposes. Should TAES desire to
disclose to a third party information relating to the MATERIALS that has been provided by
CERES and is considered CERES Confidential Information as provided in paragraph 2.02(f),
TAES will first seek prior consent from CERES, which consent will not be unreasonably
withheld.
 3.04
    
    Sharing of Material. In additional consideration for the transfer of MATERIALS made to
CERES by TAES, upon request by TAES and subject to availability, CERES will supply a
reasonable quantity of seed to TAES of seed increases from MATERIALS and TEST CROSSES, and
information regarding the amount of seed produced for such MATERIALS and TEST CROSSES, to be
used for TAES internal experimental non-commercial purposes.3.05
    
    More Favored Terms. Following the EFFECTIVE DATE, SYSTEM may elect to enter into material
transfer agreements with third parties for the MATERIALS or any part thereof that grant such
third party the same right to use the MATERIALS or any part thereof under terms similar to
those contained in this Agreement. Should SYSTEM determine to grant such rights to a third
party under more favorable terms regarding rights to use the MATERIALS or sharing of
information or material, as provided in paragraphs 2.02, 3.03 and 3.04 of this Agreement,
CERES shall be entitled to have this Agreement amended to substitute the terms of such more
favorable terms regarding rights to use the MATERIALS or sharing of information or material.
 ARTICLE IV  TERMINATION
 4.01
    
    Expiration. This Agreement, unless sooner terminated as provided herein, will remain in
effect for a period of three (3) years from the EFFECTIVE DATE.4.02
    
    Termination by CERES. CERES may terminate this Agreement by providing written notice to
SYSTEM at least thirty (30) days before the termination is to take effect.4.03
    
    Termination by SYSTEM. If CERES materially breaches this Agreement, SYSTEM may give CERES
written notice of the breach. CERES shall have a period of thirty (30) days from receipt of
the notice to cure the breach. If CERES does not cure the breach within this period, SYSTEM
may terminate this Agreement by giving written notice of termination with immediate effect.4.04
    
    Disposal of MATERIALS. Upon the expiration or termination of this Agreement and unless
otherwise provided in the License Agreement or any other agreement executed between the
Parties, CERES agrees to destroy or return, at SYSTEMs request, all quantities of MATERIALS,
including TEST CROSSES, and KNOW-HOW in CERES possession. SYSTEM will not be held responsible
for any expense or investment whatsoever that CERES may have incurred in association with the
purposes of this Agreement, or will incur in association with such termination of this
Agreement.4.05
    
    Matters Surviving Termination. All accrued obligations and claims, including material
transfer fee obligations and claims or causes of action for breach of this Agreement, shall
survive expiration or termination of this Agreement. Obligations of confidentiality shall
survive expiration or termination of this Agreement. Articles V, 7.05 and 7.06 shall survive
termination of this Agreement. This section controls in the case of a conflict with any
other section of this Agreement.
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ARTICLE V  LIABILITY AND REPRESENTATIONS
 5.01
    
    Indemnification. CERES SHALL AT ALL TIMES DURING THE TERM OF THIS AGREEMENT AND THEREAFTER,
INDEMNIFY, DEFEND AND HOLD HARMLESS SYSTEM, TAES, ITS REGENTS, OFFICERS, EMPLOYEES, AND
AFFILIATES, AGAINST ANY CLAIM, PROCEEDING, DEMAND, LIABILITY, OR EXPENSES (INCLUDING LEGAL
EXPENSES AND REASONABLE ATTORNEYS FEES) WHICH RELATES TO INJURY TO PERSONS OR PROPERTY, OR
AGAINST ANY OTHER CLAIM, PROCEEDING DEMAND, EXPENSE AND LIABILITY OF ANY KIND WHATSOEVER
RESULTING FROM CERES USE OF THE MATERIALS AND KNOW-HOW(all the foregoing referred to
hereinafter as Claims).TAES and/or SYSTEM shall give prompt written notice of any Claims
or alleged Claims to CERES, and CERES shall have the right, subject to the approval of the
Attorney General of the State of Texas, to conduct the defense of any such Claims, and TAES
and/or SYSTEM shall cooperate with CERES as CERES may request in any such defense.5.02
    
    Representation. SYSTEM AND TAES MAKE NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, NOR DOES TAES OR SYSTEM ASSUME ANY OBLIGATIONS WITH RESPECT
TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES DUE TO CERES
ACTIVITIES UNDER THIS AGREEMENT.5.03
    
    Nature of the Materials. All MATERIALS provided hereunder should be considered experimental
and should be handled by CERES with appropriate safety precautions as provided in paragraph
2.02(a).
 ARTICLE VI  NOTICES
 6.01
    
    Notices. Payments, notices, or other communications required by this Agreement shall be
sufficiently made or given if mailed by certified First Class United States mail, postage
pre-paid, or by commercial carrier (e.g., FedEx, UPS, etc.) when such carrier maintains
receipt or record of delivery, addressed to the address stated below, or to the last address
specified in writing by the intended recipient.
 (a)
    
    If to SYSTEM:
 
 (b)
    
    If to CERES:
 
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ARTICLE VII  MISCELLANEOUS PROVISIONS
 7.01
    
    Assignment. This Agreement binds and inures to the benefit of the Parties, their successor or
assigns, but may not be assigned by either Party without the prior written consent of the
other Party; provided however, CERES shall have the right to assign its rights and obligations
under this Agreement to any Affiliated Company without such prior consent. CERES shall also
have the right to assign its rights and obligations under this Agreement to a third party in
conjunction with the transfer to such third party of substantially all of the assets of CERES
associated with performance under this Agreement without such prior consent. Affiliated
Company means any company owned or controlled by, under common control with or controlling
CERES, control meaning in this context the direct or indirect ownership of more than fifty
percent (50%) of the voting stock/shares of a company, or the power to nominate at least half
of the directors.7.02
    
    Force Majeure. Each Party shall be excused from any breach of this Agreement which is
proximately caused by government regulation, war, strike, act of God, or other similar
circumstance normally deemed outside the control of well-managed businesses.7.03
    
    Independent Contractor. Each Party is and shall remain an independent contractor as long as
this Agreement is in effect and neither Party shall act as an agent, legal representative,
partner or joint venturer of the other Party for any purpose whatsoever and the employees of
one shall not be deemed to be the employees of the other. This Agreement is not intended to
restrict or confine either Party in independent development of the underlying plant material,
as long as such independent development does not compromise the rights or obligations of the
Parties prescribed in this Agreement.7.04
    
    Non-Use of Names. Neither Party will use the names of the other Party, nor of any of its
employees or components, nor any adaptation thereof, in any advertising, promotional or sales
literature without the prior written consent obtained from the other Party in each case.7.05
    
    Entire Agreement. This Agreement contains the entire understanding of the Parties with
respect to the MATERIALS and KNOW-HOW and supersedes all other written and oral agreements
between the Parties with respect to the MATERIALS and KNOW-HOW. It may be modified or amended
only by a written amendment signed by both Parties.7.06
    
    Governing Law. The validity, interpretation, and enforcement of this Agreement shall be
governed and determined by the laws of the State of Texas, excluding the conflict of laws
rules which might require the application of the laws of another jurisdiction.7.07
    
    Dispute Resolution. The Parties shall make every possible attempt to resolve in an amicable
manner all disputes between the Parties concerning the interpretation of this Agreement.
Should the Parties not be able to reach an agreement, then the Parties must use the dispute
resolution process provided in Chapter 2260, Texas Government Code, and the related rules
adopted by the Texas Attorney General to attempt to resolve in the ordinary course of
business. CERES must submit written notice of a claim of breach of contract under this
Chapter to Dr. Mark Hussey, Director, who will examine CERES claim and any counterclaim and
negotiate with CERES in an effort to resolve the claim.7.08
    
    Headings. Headings are solely for convenience of reference and are not part of, and may not
be used to construe, this Agreement.
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7.09
    
    Severability. This Agreement, to the greatest extent possible, shall be construed so as to
give validity to all of the provisions hereof. If any provision of
this Agreement is or becomes invalid, is ruled illegal by a court of competent jurisdiction or is deemed
unenforceable under the current applicable law from time to time in effect during the term of
this Agreement, the remainder of this Agreement will not be affected or impaired thereby and
will continue to be construed to the maximum extent permitted by law. In lieu of each
provision which is invalid, illegal or unenforceable, there will be substituted or added as
part of this Agreement by mutual written agreement of the Parties, a provision which will be
as similar as possible, in economic and business objectives as intended by the Parties to such
invalid, illegal or unenforceable provision, but will be valid, legal and enforceable.7.10
    
    No Waiver. The failure of either Party at any time to require performance by the other Party
of any provision of this Agreement shall in no way affect the right to require such
performance at any time thereafter nor shall the waiver by either Party of a breach of any
provision be taken or held to be a waiver of any succeeding breach of such provision or as a
waiver of the provision itself.7.11
    
    Limitation of Liability. Neither CERES nor SYSTEM, to the extent authorized by the
Constitution and laws of the State of Texas, shall be liable to the other Party for any
incidental, indirect, special, or consequential damage, however caused, and on any theory of
liability, arising out of or related to the work performed under this Agreement.
  CERES, INC.
    
    THE TEXAS A&M UNIVERSITY SYSTEM/s/ Peter Mascia
    
    /s/ Guy K. DiedrichBy:
    
    Peter Mascia
    
    Guy K. DiedrichTitle:
    
    VP of Product Development
    
    Vice Chancellor for Technology CommercializationDate:
    
    March 31, 2008
    
    Date: April 23, 2008TEXAS AGRILIFE RESEARCH/s/ Richard Flavell
    
    /s/ Bill McCutchenBy:
    
    Richard Flavell
    
    Bill McCutchenTitle:
    
    Chief Scientific Officer
    
    Associate DirectorDate:
    
    March 31, 2008
    
    Date: 4-3-08
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Exhibit A
 MATERIALS
 Quantity
    
    Code
    
    Source
    
    Material Name
    
    Type[***]
    
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AMENDMENT NO. 1
TO THE MATERIAL TRANSFER AND EVALUATION AGREEMENT
between
Ceres, Inc.
and
The Texas A&M University System
          4.01.
    
    Expiration. This Agreement, unless sooner terminated as provided herein, will
remain in effect until November 1, 2012.
   CERES, INC.
    
    THE TEXAS A&M UNIVERSITY SYSTEM/s/ Michael Stephenson
    
    /s/ Brett CromwellBy:
    
    Michael Stephenson
    
    Brett CornwellTitle:
    
    Vice President of Operations
    
    Associate Vice Chancellor for CommercializationDate:
    
    April 21, 2011
    
    Date: April 23, 2011TEXAS AGRILIFE RESEARCH/s/ Paul Kuc
    
    /s/ Bill McCutchenBy:
    
    Paul Kuc
    
    Bill McCutchenTitle:
    
    Chief Financial Officer
    
    Executive Associate DirectorDate:
    
    April 21, 2011
    
    Date: April 23, 2011
 MTA-001019
    
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