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     NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreementscontained herein and of other good and valuable consideration, the parties have agreed and dohereby agree as follows:**1. DEFINITIONS.**     1.1 “LICENSED VARIETIES” means switchgrass varieties NF/GA992 and NF/GA993 collectively, and“LICENSED VARIETY” means NF/GA992 or NF/GA993, individually, as the case may be.     1.2 “LICENSED TERRITORY” means the United States of America and all other countries of theworld.     1.3 “LICENSED PRODUCTION TERRITORY” means the United States of America and all other countriesof the world.     1.4 “BREEDER SEED” means seed of a LICENSED VARIETY that (a) is identified by NOBLE as beingof a suitable standard of physical and genetic purity to produce FOUNDATION SEED and (b) resultedfrom the final breeding of such LICENSED VARIETY.     1.5 “FOUNDATION SEED” means seed produced from plants grown directly from BREEDER SEED,cultivated according to certification regulations and that meets the specifications of the officialseed certifying agency of the jurisdiction in which said seed is/was produced.     1.6 “REGISTERED SEED” means seed produced from plants grown directly from FOUNDATION SEED,cultivated according to certification regulations and that meets the specifications of the officialseed certifying agency of the jurisdiction in which the seed is/was produced.     1.7 “CERTIFIED SEED” means seed produced from plants grown directly from FOUNDATION SEED orREGISTERED SEED, cultivated according to certification regulations and that meets thespecifications of the official seed certifying agency of the jurisdiction in which the seed is/wasproduced.     1.8 “NON-CERTIFIED SEED” means seed produced from plants cultivated according to certificationregulations of the official seed certifying agency of the jurisdiction in which the seed is/wasproduced; however, such seed does not meet the specifications of CERTIFIED SEED but may be sold asa LICENSED VARIETY.     1.9 “COMMERCIAL SEED” means REGISTERED SEED, CERTIFIED SEED, or NON-CERTIFIED SEED, that issold for purposes other than seed production.     1.10 “INTELLECTUAL PROPERTY RIGHTS” means all rights in any plant variety, patent, plantbreeders rights, registration or equivalent intellectual property protection, or any applicationsthereof, for the LICENSED VARIETIES, which may be filed in United States of America, or otherjurisdictions, with the exception of TRADEMARKS. INTELLECTUAL PROPERTY RIGHTS, when applied for orgranted, will be set forth in ANNEX C.
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     1.11 “TRADEMARK” means any trademark, trade name or logo owned by CERES and intended for usewith a LICENSED VARIETY; provided however, it is recognized that U.S. regulations prohibit theregistration of any plant variety name as a trademark or trade name.     1.12 “COMMERCIAL NAME” means the complete, preferred name of a LICENSED VARIETY under whichsuch LICENSED VARIETY will be marketed and sold.     1.13 “NET SELLING PRICE” means the actual wholesale price for seeds of the LICENSED VARIETIESreceived by CERES or any AFFILIATED COMPANY from a third party for the sale of such seed, excludingseed for further seed production, less any (a) customary trade, quantity, or cash discounts; (b)amounts repaid or credited by reason of rejection or return; (c) any sales, use, tariff, customsduties, V.A.T. and/or other taxes, duties and similar governmental assessments (except taxes basedon income); and (d) outbound transportation, shipping, packing, costs of insurance in transit paidby CERES or an AFFILIATED COMPANY; subject in all cases to (a) to (d) being separately charged oncustomer invoices or credit notes. Where there is no identifiable sale price or when a LICENSEDVARIETY is sold to other than bona fide, arms length customers of CERES or any AFFILIATED COMPANY,CERES or the AFFILIATED COMPANY shall be deemed to have received the NET SELLING PRICE calculatedbased only on the final sale of the seed (wholesale level) to an independent third party, otherwisereferred to as net wholesale price payable by dealers. If no such current price is available, ahypothetical fair market value price will be determined by the parties jointly in good faith forthe purpose of calculating NET SELLING PRICE.     1.14 “LICENSE INCOME” means the gross amount actually received by either CERES or anyAFFILIATED COMPANY in consideration for the grant of SUBLICENSES (defined below) to SUBLICENSEES(defined below) that are not AFFILIATED COMPANIES to produce and sell seed of the LICENSEDVARIETIES, including up-front fees, lump sum payments and any running royalties on aproduct-by-product and jurisdiction-by-jurisdiction basis, without deduction of any kind.     1.15 “AFFILIATED COMPANY” means any company owned or controlled by, under common control withor controlling CERES, “control” meaning in this context the direct or indirect ownership of fiftypercent (50%) or more of the voting stock/shares of a company, or the power to nominate at leasthalf of the directors.     1.16 “SUBLICENSE” means any sublicense granted (a) by CERES to an AFFILIATED COMPANY or (b) byCERES or an AFFILIATED COMPANY to any third party (“SUBLICENSEE”), as authorized by this Agreement,to produce and sell a LICENSED VARIETY (or LICENSED VARIETIES).     1.17 “MARKETING PLAN” means a detailed written plan for production, distribution, selling andpromotion of each LICENSED VARIETY prepared by or on behalf of CERES and submitted to NOBLE. AMARKETING PLAN will be non-binding, i.e., the performance of CERES (through CERES and/or anySUBLICENSEE) shall not be compared by forecasts and/or projections therein and such forecastsand/or projections are merely advisory. Each MARKETING PLAN, binding or non-binding, shall includeat least the information outlined in ANNEX D. Actual, adopted MARKETING PLANS shall beattached as further annexes to this Agreement as adopted and identified as “binding” or“non-binding” as agreed to by the parties.
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**2. GRANT OF LICENSE.**     2.1 Subject to CERES’ compliance with the obligations of this Agreement and the reservationsof Paragraph 2.2, NOBLE hereby grants CERES an exclusive sublicense to: (a) Access to BREEDER SEED, whether produced by NOBLE or CERES; and  (b) Produce all seed of the LICENSED VARIETIES in the LICENSEDPRODUCTION TERRITORY, wherein the right to produce BREEDER SEED shall benon-exclusive between CERES and NOBLE; and  (c) Use, sell and commercially exploit the seed of the LICENSEDVARIETIES in the LICENSED TERRITORY; and  (d) Make sublicenses under any and all INTELLECTUAL PROPERTY RIGHTS.     2.2 Notwithstanding Paragraph 2.1, NOBLE shall have an irrevocable, nonexclusive,nontransferable, royalty-free right to produce, use and evaluate the LICENSED VARIETY for anyresearch, development, breeding, evaluation, demonstration and/or educational purpose or programconducted by NOBLE in accordance with the terms of the parties’ Master Research Agreement, dated 19May 2006 (“MRA”).     2.3 Sublicenses. CERES shall have the right to grant SUBLICENSES within the LICENSEDTERRITORY provided that: (a) Any such SUBLICENSE shall be personal to the SUBLICENSEE andshall not be assignable unless to an affiliated company of that SUBLICENSEE,defined similarly as in Paragraph 1.15 but in the context of such SUBLICENSEE.  (b) The terms and obligations of any such SUBLICENSE shall beconsistent with the terms and obligations of this Agreement. Notwithstanding,CERES shall remain responsible for the operations of its SUBLICENSEES relevantto this Agreement as if such operations were conducted and carried out by CERES,including, but not limited to, the payment of all fees and royalties due underthis Agreement.  (c) CERES further shall deliver to NOBLE (under an obligation ofconfidentiality) a written summary of each SUBLICENSE agreement, which shallinclude the name and address of the SUBLICENSEE, scope of the SUBLICENSE,exclusive/non-exclusive status, territory, remuneration, reporting and diligenceobligations, if any. This summary shall be provided within thirty (30) daysafter execution, modification or termination of the summarized agreement.  (d) CERES will use commercially reasonable efforts to collect any andall amounts due to CERES under any SUBLICENSE for the sale of seed of eachLICENSED VARIETY.
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     2.4 CERES shall not sell or supply to any SUBLICENSEE, seed growing contractor or to any otherthird party any BREEDER SEED or FOUNDATION SEED for the purpose of seed production without anagreement obligating the recipient to sell or deliver the resultant seed to CERES, any AFFILIATEDCOMPANY, any SUBLICENSEE, any authorized distributor, or retailers as directed by CERES.     2.5 Nothing in this Agreement shall be construed as conferring by implication, estoppel, orotherwise any license or rights under any INTELLECTUAL PROPERTY RIGHTS, whether owned by NOBLE orlicensed to NOBLE, other than the one(s) expressly set forth in this Agreement.     2.6 Notwithstanding Paragraph 2.4, CERES may supply unlabelled (i.e., without certificationtag) COMMERCIAL SEED to a third party for the limited purposes of evaluating the agronomicperformance of the LICENSED VARIETY. The third party shall enter into a written agreement withCERES that the seed supplied will not be used for further multiplication, breeding, selection orother improvements.**3. INTELLECTUAL PROPERTY RIGHTS.**     3.1 CERES agrees to prepare and file, or have prepared and filed, any and all applications forplant variety rights or other forms of intellectual property protection, including utility patents,for the LICENSED VARIETIES in the United States. Applications for intellectual property protection,whether plant variety rights and/or patents, shall be filed in the name of NOBLE and/or UGARF. AtCERES’ discretion, plant variety rights and/or other forms of intellectual property protection maybe filed in any other jurisdiction.     3.1.1 If CERES intends to abandon any plant variety rights, pending or granted in anyjurisdiction, CERES shall first give sufficient written notice to NOBLE to permit NOBLE theopportunity to assume such filing, examination and/or maintenance without prejudice andParagraph 2.10 of the MRA will apply.     3.1.2 Any application for plant variety rights shall reflect the COMMERCIAL NAME of theLICENSED VARIETY (Paragraph 5).     3.2 CERES and NOBLE will consult with regard to INTELLECTUAL PROPERTY RIGHTS.     3.3 The obligations of this paragraph shall not apply to any jurisdictions in which CERES haselected not to apply for intellectual property protection:     3.3.1 CERES and NOBLE shall avoid carrying out any act that would prejudice the grantof INTELLECTUAL PROPERTY RIGHTS. Without limitation, neither party shall make availablereproductive material of the LICENSED VARIETY at a date or in a manner that might jeopardizethe right to seek INTELLECTUAL PROPERTY RIGHTS protection for the LICENSED VARIETY.     3.3.2 CERES, whether directly or through any SUBLICENSEE, shall not sell any seeds ofthe LICENSED VARIETY until such time as the requirements for INTELLECTUAL PROPERTY RIGHTShave been established.
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     3.3.3 The provisions of this Paragraph 3.3 shall not restrict or otherwise penalize anyDisclosure authorized pursuant to Paragraph 11.4 of this Agreement.     3.4 CERES shall use all reasonable endeavors to ensure in any sales jurisdiction of theLICENSED TERRITORY in which INTELLECTUAL PROPERTY RIGHTS exist that all bags or containers suppliedby CERES and any SUBLICENSEE containing only seed of the LICENSED VARIETIES are clearly labeled toshow that the packaged LICENSED VARIETY is covered and protected by INTELLECTUAL PROPERTY RIGHTS.**4. LICENSED VARIETY CONSIDERATION.**     4.1 In partial consideration for the rights granted in Paragraph 2.1 of this Agreement, CERESshall be responsible for any and all fees and expenses incurred in filing, examining, certifyingand maintaining any INTELLECTUAL PROPERTY RIGHTS for the LICENSED VARIETIES, subject to theprovisions of Paragraph 3.     4.2 In partial consideration for the rights granted hereunder, CERES agrees to pay to NOBLE,on behalf of CERES and any AFFILIATED COMPANY, for the LICENSED VARIETIES, a royalty of: (a) [***] of the NET SELLING PRICE for the naked seed weight(exclusive of any coating materials that may be applied) of all COMMERCIAL SEEDof the LICENSED VARIETIES in the LICENSED TERRITORY in a calendar year up to andincluding [***] ([***]) lbs.; and  (b) [***] of the NET SELLING PRICE for the naked seed weight(exclusive of any coating materials that may be applied) of all COMMERCIAL SEEDof the LICENSED VARIETIES in the LICENSED TERRITORY in such calendar year inexcess of [***] ([***]) lbs. and up to and including [***] ([***]) lbs.; and  (c) [***] of the NET SELLING PRICE for the naked seed weight(exclusive of any coating materials that may be applied) of all COMMERCIAL SEEDof the LICENSED VARIETIES in the LICENSED TERRITORY in such calendar year inexcess of [***] ([***]) lbs. and up to and including [***] ([***]) lbs.; and  (d) [***] of the NET SELLING PRICE for the naked seed weight(exclusive of any coating materials that may be applied) of all COMMERCIAL SEEDof the LICENSED VARIETIES, in the LICENSED TERRITORY in such calendar year inexcess of [***] ([***]) lbs.     4.3 In partial consideration for the rights granted hereunder, CERES agrees to pay to NOBLE[***] of any and all LICENSE INCOME received from its SUBLICENSEES.     4.4. CERES shall have the right to sell, directly or through any AFFILIATED COMPANY andany SUBLICENSEE, limited quantities of seed of the LICENSED VARIETY as “variety not
Page 6 of 43Confidential Treatment Requested and the Redacted Material has been separately filed with theCommission

 
stated” for inventory control and disposal of seed that does not satisfy the standards ofCOMMERCIAL SEED. CERES agrees to pay to NOBLE for sales made by CERES, any AFFILIATED COMPANY, andany SUBLICENSEE a royalty determined in accordance with Paragraph 4.2 (for sales by CERES and anyAFFILIATED COMPANY) or in accordance with Paragraph 4.3 (for sales by SUBLICENSEES) for any suchseed sales.     4.4.1 “Limited quantities” shall not exceed 10% of the annual production of COMMERCIALSEED in each calendar year.     4.4.2 “Variety not stated” seed cannot be associated with, directly or indirectly, anyCOMMERCIAL NAME or include any other designations that identify such material as theLICENSED VARIETY.     4.5 Notwithstanding any other provision contained in this Agreement and irrespective of thelevel of sales of seeds of a the LICENSED VARIETY under this Agreement, CERES shall pay to NOBLEfor each calendar year of the term hereof a minimum royalty with respect to the designated LICENSEDVARIETY only, according to the following schedule. Payment of this minimum royalty shall be due onor before March 31 of the succeeding year for which the payment is due.**Minimum Royalties for NF/GA993 ONLY:**   **Calendar Year** **Minimum Royalty (USD)**2009 [***]2010 [***]2011 [***]2012 [***]2013 [***]2014 [***]2015 [***]2016 [***]2017 [***]2018 [***]
Page 7 of 43Confidential Treatment Requested and the Redacted Material has been separately filed with theCommission

 
**Minimum Royalties for NF/GA992 ONLY:**   **Calendar Year** **Minimum Royalty (USD)**2010 [***]2011 [***]2012 [***]2013 [***]2014 [***]2015 [***]2016 [***]     4.6 The minimum royalty of Paragraph 4.5 shall not carry forward to subsequent calendar yearsas royalty credit against future sales. For clarification, the following rules shall guide therelationship between royalties and minimum royalties: (a) If the royalty payments due under Paragraph 4.2 for a LICENSEDVARIETY is less than the respective minimum royalty of Paragraph 4.5 in a givenyear, then only the respective minimum annual royalty of Paragraph 4.5 for suchLICENSED VARIETY shall be payable;  (b) If the royalty payment due under Paragraph 4.2 for a LICENSEDVARIETY exceeds the respective minimum royalty of Paragraph 4.5 in a given year,then the respective minimum annual royalty of Paragraph 4.5 shall not bepayable;  (c) Should there be a failure in production of seed of a LICENSEDVARIETY, where CERES can evidence that sufficient acreage was established toproduce adequate seed for payment of the minimum royalty of Paragraph 4.5 andproduction of seed failed due to circumstances beyond the control of CERES orCERES’ contract grower(s), then the minimum royalty will be paid pro-rata to theextent of the failure of seed production; and  (d) While not applicable to the minimum royalties contemplated inParagraph 4.5, the parties acknowledge and agree that future license agreements,if any, may include a maximum, annual minimum royalty, based on cumulativeminimum royalty amounts from variety licenses and/or variety sublicenses by andbetween the parties, to manage the annual minimum royalty load on CERES.     4.7 CERES shall be responsible for the collection and payment of royalties due to NOBLEfor all seed sold in the LICENSED TERRITORY.
Page 8 of 43Confidential Treatment Requested and the Redacted Material has been separately filed with theCommission

 
     4.8 CERES shall, in addition to any payments due under Paragraphs 4.1, 4.2, 4.3 or 4.6, payall goods and service taxes (or other taxes) due on its commercial activity. If any royaltypayments are subject to a withholding tax, then: (a) If the tax is reclaimable by CERES (or an associated AFFILIATEDCOMPANY), then CERES shall make the royalty payment without deduction; and  (b) If the tax is non-reclaimable by CERES (or an associatedAFFILIATED COMPANY), then CERES shall pay the net royalty (i.e., the royalty dueless such withholding tax) and shall provide to NOBLE proper certificates forsuch withholding tax.     4.9 All sums payable by CERES to NOBLE under this Agreement shall be payable in United Statesdollars. Royalties shall be payable by March 31 of each year with respect to the NET SELLING PRICEand LICENSE INCOME received by CERES and any AFFILIATED COMPANIES in the preceding calendar year.Payments shall be made by check to the following address:Vice President, General Counsel