Exhibit 10.17
  EVALUATION, PRODUCTION AND LICENSE AGREEMENT




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1. DEFINITIONS
    
    
    32. EVALUATION, ASSESSMENT AND DEVELOPMENT
    
    
    53. EVALUATION EXPENSES
    
    
    64. VARIETY OPTIONS
    
    
    75. LICENSE
    
    
    86. INTELLECTUAL PROPERTY RIGHTS
    
    
    97. LICENSED VARIETY CONSIDERATION
    
    
    108. DENOMINATIONS, VARIETY NAMES, TRADE MARKS AND BRAND INTEGRITY
    
    
    139. PRODUCTION ACTIVITIES BY NOBLE
    
    
    1310. QUALITY AND PERFORMANCE REGULATIONS
    
    
    1411. DILIGENCE
    
    
    1512. BOOKS, RECORDS AND RIGHT OF AUDIT
    
    
    1513. ABATEMENT OF INFRINGEMENT
    
    
    1614. TERM AND TERMINATION
    
    
    1715. MANAGEMENT COMMITTEE
    
    
    1916. CONFIDENTIALITY AND PUBLICATIONS
    
    
    1917. PAYMENTS (GENERALLY)
    
    
    2018. NOTICES
    
    
    2019. WARRANTIES
    
    
    2120. DISCLAIMERS
    
    
    2121. INDEMNIFICATION
    
    
    2222. PUBLICITY AND USE OF NAMES
    
    
    2223. DISPUTE RESOLUTION AND APPLICABLE LAW
    
    
    2324. GENERAL
    
    
    25EXHIBIT A  LICENSED VARIETY
    
    
    28EXHIBIT B  EVALUATION PLAN
    
    
    29EXHIBIT C  NON-BINDING MARKETING PLAN FOR NF/GA993
    
    
    31EXHIBIT C  NON-BINDING MARKETING PLAN FOR NF/GA993
    
    
    31EXHIBIT D  (MODEL) SUBCONTRACTOR EVALUATION AGREEMENT
    
    
    35EXHIBIT E  COPIES OF UGARF-NOBLE LICENSE AGREEMENTS FOR THE LICENSED VARIETY
    
    
    37
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EVALUATION, PRODUCTION AND LICENSE AGREEMENT
           CERES-NOBLE EVA, PROD & LIC Agreement
    
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1. DEFINITIONS.
 Panicum virgatum.
       EXHIBIT A
 EXHIBIT A
    CERES-NOBLE EVA, PROD & LIC Agreement
    
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EXHIBIT A
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EXHIBIT B
 EXHIBIT C
 ARTICLE I  VARIETY EVALUATION, DEVELOPMENT AND VARIETY OPTIONS
 2. EVALUATION, ASSESSMENT AND DEVELOPMENT.
 EXHIBIT
B
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EXHIBIT D
       3. EVALUATION EXPENSES.
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4. VARIETY OPTIONS.
  (a)
    
    Exclusive access to BREEDER SEED;(b)
    
    The exclusive right to produce all seed of the LICENSED VARIETY in the LICENSED
PRODUCTION TERRITORY, excluding BREEDER SEED; and(c)
    
    The exclusive right to use, sell and commercially exploit the seed of the
LICENSED VARIETY in the LICENSED TERRITORY.
   EXHIBIT A
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ARTICLE II  VARIETY LICENSE
 5. LICENSE.
  (a)
    
    Exclusive access to BREEDER SEED;(b)
    
    The exclusive right to produce all seed of the LICENSED VARIETY in the LICENSED
PRODUCTION TERRITORY, excluding BREEDER SEED, under related INTELLECTUAL PROPERTY
RIGHTS, if any; and(c)
    
    The exclusive right to use, sell and commercially exploit the seed of the
LICENSED VARIETY in the LICENSED TERRITORY under related INTELLECTUAL PROPERTY RIGHTS,
if any.
  Sublicenses
 (a)
    
    Any such SUBLICENSE shall be personal to the SUBLICENSEE and shall not be
assignable unless to an affiliated company of that SUBLICENSEE, defined similarly as in
Paragraph 1.24.(b)
    
    The terms and obligations of any such SUBLICENSE shall be consistent with the
terms and obligations of this Agreement. Notwithstanding, CERES shall remain
responsible for the operations of its SUBLICENSEES relevant to 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 under this Agreement.(c)
    
    CERES further shall deliver to NOBLE (under an obligation of confidentiality) a
written summary of each SUBLICENSE, which shall include the name and address of the
SUBLICENSEE, scope of the SUBLICENSE, exclusive/non-exclusive status, territory,
remuneration, reporting and diligence obligations, if any. This summary shall be
provided within thirty (30) days after execution, modification or termination of the
summarized agreement.(d)
    
    CERES will use commercially reasonable efforts to collect any and all amounts
due to CERES under any SUBLICENSE for the sale of seed of the LICENSED VARIETY.
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6. INTELLECTUAL PROPERTY RIGHTS.
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7. LICENSED VARIETY CONSIDERATION.
   (a)
    
    [***] of the NET SELLING PRICE for the naked seed weight (exclusive of any
coating materials that may be applied) of all COMMERCIAL SEED of the LICENSED VARIETY,
except that seed subject to Paragraph 7.2(e), sold in the United States in that
calendar year up to and including [***] ([***]) lbs;(b)
    
    [***] of the NET SELLING PRICE for the naked seed weight (exclusive of any
coating materials that may be applied) of all COMMERCIAL SEED of the LICENSED VARIETY,
except that seed subject to Paragraph 7.2(e), sold in the United States in that
calendar year in excess of [***] ([***]) lbs and up to [***] ([***]) lbs;(c)
    
    [***] of the NET SELLING PRICE for the naked seed weight (exclusive of any
coating materials that may be applied) of all COMMERCIAL SEED of the LICENSED VARIETY,
except that seed subject to Paragraph 7.2(e), sold in the United States in that
calendar year in excess of [***] ([***]) lbs and up to [***] ([***]) 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 SEED of the LICENSED VARIETY,
except that seed subject to Paragraph 7.2(e), sold in the United States in that
calendar year in excess of [***] ([***]) lbs.
  (a)
    
    If its SUBLICENSEE pays CERES the negotiated royalty, CERES would receive
[***], and CERES would pay NOBLE [***] when due.
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(b)
    
    If its SUBLICENSEE pays CERES 50% of the negotiated royalty, CERES would receive
[***], and CERES would pay NOBLE [***] when due.(c)
    
    If CERES receives no payment from the SUBLICENSEE (e.g., SUBLICENSEE declares
bankruptcy), CERES would not be obligated to pay NOBLE.
     Minimum Royalties for NF/GA993 ONLY:
 Calendar Year
    
    Minimum Royalty (USD)2009
    
    [***]2010
    
    [***]2011
    
    [***]2012
    
    [***]2013
    
    [***]2014
    
    [***]2015
    
    [***]2016
    
    [***]2017
    
    [***]2018
    
    [***]
  CERES-NOBLE EVA, PROD & LIC Agreement
    
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(a)
    
    if the royalty payments due under Paragraph 7.2 are less than the minimum
royalty of Paragraph 7.5 in a given year, then only the minimum royalty of Paragraph
7.5 shall be payable;(b)
    
    if the royalty payments due under Paragraph 7.2 exceed the minimum royalty of
Paragraph 7.5 in a given year, then the minimum annual royalty shall not be payable;(c)
    
    should there be a failure in NOBLES provision of the prescribed volumes of
BREEDER SEED to CERES (or its designee), then the minimum royalty will be paid pro-rata
to the extent of the BREEDER SEED actually delivered as compared to what should have
been delivered;(d)
    
    should there be a failure in production of seed of the LICENSED VARIETY where
CERES can evidence that sufficient acreage was established to produce adequate seed for
payment of the minimum royalty of Paragraph 7.5 and production of seed failed due to
circumstances beyond the control of CERES or CERES contract grower(s), then the
minimum royalty will be paid pro-rata to the extent of the failure of seed production;
and(e)
    
    NOBLE recognizes that there are many uncertain factors in the production and
potential use of the LICENSED VARIETY and agrees that the minimum royalties specified
in Paragraph 7.5 may, at the request of CERES, be readdressed by the parties after the
2010 calendar year.
   (a)
    
    where the tax is reclaimable by CERES or any AFFILIATED COMPANY, then CERES
shall make the royalty payment without deduction; and(b)
    
    where the tax is non reclaimable by CERES or any AFFILIATED COMPANY, then CERES
shall pay the net royalty and shall provide to NOBLE proper certificates for such
withholding tax.
  
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8. DENOMINATIONS, VARIETY NAMES, TRADE MARKS AND BRAND INTEGRITY.
       9. PRODUCTION ACTIVITIES BY NOBLE.
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10. QUALITY AND PERFORMANCE REGULATIONS.
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11. DILIGENCE.
     12. BOOKS, RECORDS AND RIGHT OF AUDIT.
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ARTICLE III  GENERAL PROVISIONS
 13. ABATEMENT OF INFRINGEMENT.
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14. TERM AND TERMINATION.
  (a)
    
    on a jurisdiction-by-jurisdiction basis and variety-by-variety basis, fifteen
(15) years from the date of the first sale of a LICENSED VARIETY; or(b)
    
    on a jurisdiction-by-jurisdiction basis and variety-by-variety basis, the term
of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the
LICENSED VARIETY.
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(a)
    
    CERES shall either destroy or return all BREEDER SEED and all FOUNDATION SEED
to NOBLE. No compensation shall be due for any seed destroyed or returned pursuant to
this paragraph.(b)
    
    CERES may continue to sell LICENSED VARIETY seed in the ordinary course of
business for a period of one (1) year after the termination date; provided however, the
royalties on such sales are paid in the amounts and in the manner provided in this
Agreement. Following such one (1) year period, all remaining inventory of LICENSED
VARIETY seed must be destroyed, and CERES shall notify NOBLE of the same.
   (a)
    
    NOBLE from recovering any royalties due as of termination (or thereafter,
pursuant to Paragraph 14.9(b)); and
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(b)
    
    either party from obtaining a remedy for any breach of the provisions of this
Agreement.
 15. MANAGEMENT COMMITTEE.
    16. CONFIDENTIALITY AND PUBLICATIONS.
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17. PAYMENTS (GENERALLY).
   18. NOTICES.
  
 
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19. WARRANTIES.
 EXHIBIT E
 20. DISCLAIMERS.
     (a)
    
    a warranty or representation by either party as to the validity
or scope of any INTELLECTUAL PROPERTY RIGHTS, patent rights or plant variety
rights;(b)
    
    a warranty or representation by either party that anything made,
used, sold or otherwise disposed of pursuant to any license granted under this
Agreement is or will be free from infringement of patents of third parties;
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(c)
    
    any obligations by either party to bring or prosecute actions or
suits against third parties for patent infringement; and(d)
    
    a grant by implication, estoppel, or otherwise of any licenses
under any intellectual property rights of NOBLE or other persons other than as
provided in Paragraph 5.1 hereof.
 21. INDEMNIFICATION.
  22. PUBLICITY AND USE OF NAMES.
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EXHIBIT F EXHIBIT F
 23. DISPUTE RESOLUTION AND APPLICABLE LAW.
   (a)
    
    Initiation of Arbitration. Any party may initiate arbitration by filing
a written request for arbitration with the AAA. A copy of the request shall be
furnished to all other parties in accordance with the provisions of the Rules and the
provisions in the agreement between the parties concerning notices. For all purposes
the commencement of the
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arbitration shall be deemed to be the date on which any party issues a written
demand for arbitration in accordance with the requirements of Article 18.
 (b)
    
    Appointment of Arbitrators. Each party shall appoint an arbitrator,
and the two arbitrators so appointed shall appoint the third arbitrator. The party
initiating the arbitration shall appoint its arbitrator at the commencement of the
arbitration. The other party shall appoint its arbitrator within thirty (30) days of
the commencement of the arbitration. If the arbitrators appointed by the parties fail
to appoint the third arbitrator within sixty (60) days of the commencement of the
arbitration, the AAA shall appoint the third arbitrator following consultation with the
parties.(c)
    
    Qualifications of Arbitrators. Each arbitrator so appointed shall have
a reputation as being experienced in the legal and technical matters related to the
dispute, shall be required to disclose, among other disclosures, any prior involvement
with the legal and technical matters related to the dispute and any involvement with a
competitor of any party, and shall not be presently nor in the past have been
affiliated with any party or a competitor of any party. Notwithstanding the method of
their appointment, each arbitrator shall be required to meet the standards contained in
the Rules with respect to impartiality, independence and neutrality.(d)
    
    Location of the Arbitration. The seat of arbitration shall be Denver,
Colorado. The arbitrators may hold hearings at such other locations as the arbitrators
shall determine, after consultation with the parties.(e)
    
    Language of Arbitration. The arbitral proceedings and all pleadings and
written evidence shall be in the English language. Any written evidence originally in a
language other than English shall be submitted in English translation accompanied by
the original or true copy thereof.(f)
    
    Procedural Requirements. The arbitrators shall, after consultation with
the parties, make appropriate provision in the arbitration process for rules specific
to this arbitration which:
 (i)
    
    require the disclosure of all exhibits expected to be used by the
parties at the arbitration, and the exchange of complete copies of all such
exhibits in advance of the arbitration;(ii)
    
    determine the dates for the exchange of said written disclosures
and copies of said exhibits;(iii)
    
    require the written disclosure of the identity of all witnesses
whom the parties expect to call at the arbitration;(iv)
    
    determine the dates for the exchange of the written disclosures
of the identity of witnesses which the parties expect to call at the
arbitration;(v)
    
    determine the dates for the exchange of sworn narrative
statements containing the testimony of all witnesses whom the parties expect to
call at the arbitration;
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(vi)
    
    require that the sworn narrative testimony of witnesses be
submitted in substitution for the direct examination of the witness, and that
all witnesses whose sworn testimony is submitted for consideration by the
arbitrators must present him or herself for cross examination at the time and
place of the arbitration hearing, unless some other procedure providing the
parties with a full and complete opportunity for cross-examination has been
established and provided by the arbitrators, the parties and the witness:(vii)
    
    prohibit, except upon a showing of good cause, or for purposes
of rebuttal, the receipt into evidence of any exhibit not disclosed by the
parties, nor shall the arbitrators permit a party to present the testimony of
any witness whose identity and testimony was not exchanged prior to the
arbitration;(viii)
    
    permit discovery as reasonable and necessary for the orderly preparation of
the dispute for hearing and determination of the dispute (said discovery may
include requests for production of documents and depositions of witnesses who
cannot be summoned to the arbitration or are otherwise unavailable to attend the
arbitration); and(ix)
    
    require all parties and experts to maintain all information and
documents they have received , reviewed, exchanged or given testimony about in
confidence pursuant to an appropriate confidentiality undertaking and order.
 (g)
    
    Limitation on Remedies. The arbitrators are precluded from awarding
punitive or exemplary damages. In no event shall the arbitrators have the powers of an
amiable compositeur.(h)
    
    Resort to the Courts. Nothing in this Agreement prohibits any party
from seeking interim or conservatory relief in any court of competent jurisdiction;
provided however, that neither the filing of an application for a
temporary restraining order, preliminary injunction or other interim or conservatory
relief, as necessary, nor the granting of such relief, shall be deemed to be a waiver
of the obligation of the party to have the dispute heard and determined solely and
exclusively by arbitration.(i)
    
    Survival. The rights and obligations of the parties as described
herein shall survive the termination, expiration, non-renewal or rescission of the
Agreement between the parties.
 24. GENERAL.
 Entire Agreement/Modifications
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Severability
 Waiver
 Enforcement
 Licensor-Licensee Relationship.
 Assignablility
 Force Majeure
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Choice of Law
 IN WITNESS WHEREOF
 THE SAMUEL ROBERTS NOBLE FOUNDATION, INC.
    
    CERES, INC.By:
    
    /s/ Michael A. Cawley
    
    By:
    
    /s/ Richard FlavellName:
    
    Michael A. Cawley
    
    Name:
    
    Richard Flavell, CBE, FRSTitle:
    
    President
    
    Title:
    
    Chief Scientific OfficerDate:
    
    19 May 2006
    
    Date:
    
    19 May 2006By:
    
    /s/ Richard HamiltonName:
    
    Richard HamiltonTitle:
    
    President & Chief Executive OfficerDate:
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EXHIBIT A  LICENSED VARIETY  (Paragraph 1.8)
 LICENSE COMMENCEMENT
    
    INTELLECTUAL PROPERTYLICENSED VARIETY
    
    DATE
    
    RIGHTSNF/GA993
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EXHIBIT B  EVALUATION PLAN  (Paragraph 1.24)
 SEED PRODUCTION PLAN: PRE-BREEDER AND BREEDER SEED
 
    
    Establish a two (2) acre breeder field at NOBLEs Dupy Farm and one-quarter (0.25) acre
breeder field at the University of Georgia (UGA), Athens, GA of NF/GA993. Goal: to
produce 300 lbs of breeder seed per year for 2006, 2007, and 2008.
 
    
    Harvest seed from the pre-breeder field of NF/GA001 at Athens, GA. Goal: to produce 15
lbs of pre-breeder seed per year for 2006 and 2007.
 
    
    Establish a 1/16 acre pre-breeder field of NF/GA002 at Ardmore, OK. Goal: to produce 5
lbs of pre-breeder seed per year for 2006, 2007, and 2008.
 
    
    Establish breeder fields of NF/GA991, NF/GA992, NF/GA001, and NF/GA002 as directed by
the MANAGEMENT COMMITTEE.
 PLANTING / MANAGEMENT PLAN FOR
NOBLE/CERES SWITCHGRASS BIOMASS PERFORMANCE TRIAL
 
    
    The NOBLE/CERES Switchgrass Performance Trial is a multi-location trial coordinated by
NOBLE.
 
    
    Goal: to determine the biomass yield of NF/GA switchgrass experimentals compared to the
standard checks Alamo, Kanlow, and Cave-in-Rock at multiple locations throughout the
southern USA and the Southern great plains region.
 
    
    The test locations to be established in 2006 are: Athens, GA, Starkville, MS, Overton,
TX, Ardmore, OK, and Stillwater, OK. NOBLE shall be responsible for contracting with each
site, excluding Ardmore, OK, pursuant to the terms and obligations of this Agreement.
 
    
    At each location, multiple entries will be planted as replicated small plots. Plot size
is 5 X 15 with 6 replications (randomized complete block design). However, if the
investigator at each test location prefers wider plots, seed can be supplied to accommodate
plot sizes of 7.5 X 15 or 10 X 15. The site-investigator and NOBLE will discuss this
matter prior to establishment of the plot and provision of any seed.
 
    
    The core entries that will be evaluated at all test locations are NF/GA991, NF/GA992,
NF/GA993, NF/GA001, NFSG05-1 (NOBLE), Alamo (commercially available), Cave-in-Rock
(commercially available) and Kanlow (commercially available).
 
    
    In addition to the baseline evaluations reference above, the entries Trialblazer (Univ
of Nebraska), Shawnee (Univ of Nebraska), NSL 2001-1 (Oklahoma State Univ), and SL93 2001-1
(Oklahoma State Univ) also will be evaluated at Overton, TX, Ardmore, OK, and Stillwater,
OK.
 
    
    A seeding rate of 5lbs per acre pure live seed (PLS).
 
    
    Below is the NOBLE protocol, developed internally, that will apply to all test locations
for the establishment and management of these trials.
 1.
    
    Clean-till as soon as possible (April).2.
    
    Roller pack after clean-till.3.
    
    Wait for rain or irrigate to germinate annual weeds (4-5 weeks).
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4.
    
    After weeds, seed switchgrass no-till at depth of 0.25.5.
    
    Roller pack again if planter does not have heavy press wheels.6.
    
    Immediately after planting, spray glyphosate within three (3) days to
kill existing weeds.7.
    
    Take notes on seedling emergence (e.g., each week score plots from 1 to 5
with 1=no emergence and 5=excellent emergence). Promptly send such raw data
available to NOBLE for statistical analysis.8.
    
    After the majority of the switchgrass plots reaches 2-3 leaf stage, then
spray 0.15oz Cimarron (Ally) for broadleaf weed control and 1.3pt Dual + Atrazine
for PRE weed control, do not apply crop oil with Atrazine.9.
    
    Fertilize with 125 lbs N per acre as complete fertilizer (P and K amounts
applied to soil test).10.
    
    After switchgrass plants show good tillering, apply 2,4-D as needed.11.
    
    Harvest (dry matter yield) in first year during September  October
period. Promptly send such raw data available to NOBLE for statistical analysis.12.
    
    In the two subsequent years (2007 and 2008), the plan will be the same
from #8 onward with the following exceptions: mow off plants in April and then
apply 0.15oz Cimarron (Ally) for broadleaf weed control and 1.3pt Dual + Atrazine;
apply 125 lbs of N fertilizer per acre (April); harvest again in September-October
period.
 DATA ANALYSIS AND REPORTING
 i.
    
    Statistical analysis of the results will be carried out using standard statistical
analysis of variance procedures.ii.
    
    Noble will provide to the MANAGEMENT COMMITTEE:
 1.
    
    Reports summarizing the results of the Performance Trial annually2.
    
    Raw data generated during the performance of the trial annually3.
    
    Samples of breeders seed after the first year
 
    
    Noble will report to the MANAGEMENT COMMITTEE on a quarterly basis on the status of the
trial.
 COSTS AND EXPENSES
 Seed Production:
 
    
    All expenses will be paid by NOBLE.
 Biomass Performance Trials
 
    
    Initial number of locations is five (5).
    
    Direct cost per (non-NOBLE) location is [***] per annum.
    
    NOBLE will assume any and all expense for any NOBLE site.
    
    CERES cost per annum (4 test sites): [***].
    
    Number of years: 3.
    
    CERES total cost: [***].
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EXHIBIT C  NON-BINDING MARKETING PLAN FOR NF/GA993
 1.
    
    TIMINGThis MARKETING PLAN is to cover NF/GA993 for a five year period and shall be reviewed
annually with adjustments made for further five (5) year periods in line with market
conditions and the agronomic performance of NF/GA993. Production and sales shown below are
estimates based on switchgrass as a forage grass and as a feedstock for bioconversion.
Market conditions may improve if biorefineries are constructed. Construction of such
biorefineries is expected to occur during the next 5 years. (see attached tentative
projections for biomass market)2.
    
    POSITIONINGNF/GA993 will be positioned in the highly productive pasture grass segment with claims of
higher biomass and faster stand establishment than other available switchgrass varieties,
NF/GA993 will also be positioned as the premier feedstock for bioconversion in the vicinity
of any biorefinery using cellulosic biomass as a feedstock around which NF/GA993
demonstrates superior agronomic performance. NF/GA993 may also be positioned as a viable
alternative forage in geographies where agronomic performance is adequate.
 
 Sales of NF/GA993 is likely to be best adapted in the southern US from Oklahoma, southern
Kansas, southern Missouri to the east coast and south. CERES and NOBLE will test NF/GA993
farther north into Kansas, Colorado, Missouri, and Nebraska. Testing sites may also be
established in California and Idaho. CERES will work with NOBLE to identify the range of
adaptation for NF/GA993. States colored in blue in the figure have the highest potential
acreage. States in green and red have significant potential but relatively small current
grass acreage based on USDA data as shown in the table below. These areas have significant
biomass yield potential and potential for construction of biorefineries, and it will be
important to evaluate NF/GA993 to determine whether it is adapted to these growing areas.
 WinterHay
    
    Wheat
    
    Sorghum
    
    TotalState
    
    (x1000)
    
    (x1000)
    
    (x1000)
    
    (x1000)KS
    
    
    2,200
    
    
    
    9,600
    
    
    
    2,650
    
    
    
    14,450TX
    
    
    4,700
    
    
    
    3,200
    
    
    
    2,000
    
    
    
    9,900OK
    
    
    2,700
    
    
    
    3,900
    
    
    
    230
    
    
    
    6,830
 CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 31 of 61




---



##### 



WinterHay
    
    Wheat
    
    Sorghum
    
    TotalState
    
    (x1000)
    
    (x1000)
    
    (x1000)
    
    (x1000)MO
    
    
    3,700
    
    
    
    570
    
    
    
    120
    
    
    
    4,390KY
    
    
    2,200
    
    
    
    300
    
    
    
    
    
    
    
    2,500TN
    
    
    1,850
    
    
    
    170
    
    
    
    
    
    
    
    2,020ID
    
    
    300
    
    
    
    730
    
    
    
    
    
    
    
    1,660AR
    
    
    1,330
    
    
    
    165
    
    
    
    
    
    
    
    1,495VA
    
    
    1,190
    
    
    
    170
    
    
    
    
    
    
    
    1,360NC
    
    
    680
    
    
    
    440
    
    
    
    13
    
    
    
    1133CA
    
    
    520
    
    
    
    260
    
    
    
    12
    
    
    
    877GA
    
    
    650
    
    
    
    160
    
    
    
    30
    
    
    
    840MS
    
    
    700
    
    
    
    90
    
    
    
    28
    
    
    
    818AL
    
    
    760
    
    
    
    50
    
    
    
    6
    
    
    
    816LA
    
    
    400
    
    
    
    120
    
    
    
    95
    
    
    
    615SC
    
    
    330
    
    
    
    170
    
    
    
    6
    
    
    
    506FL
    
    
    265
    
    
    
    14
    
    
    
    
    
    
    
    279
 3.
    
    PROMOTIONPromotional activities will include:
 
    
    Articles and advertising in relevant magazines
    
    Advertising and promotions on the web
    
    On farm testing and testimonials
    
    Bulletins of results of state yield trials
    
    Grower meetings
 4.
    
    DISTRIBUTIONSeveral distribution channels are under consideration. Sales and marketing activities are
planned to begin in 2007 and increase as production ramps up:
 
    
    Establishment of a sales force and distribution network and/or distribution
through existing distribution systems such as retail outlets and regional seed
companies. This activity is planned to begin in 2006 and expand as needed.
    
    Direct sales to farmers. This is particularly likely in the vicinity of biomass
conversion facilities
    
    Web based direct sales
 5.
    
    EVALUATIONThe EVALUATION PLAN is described in detail in Exhibit B.6.
    
    PROTECTIONUS PVP filing is planned for 2008 pending data acquisition described in Exhibit B.7.
    
    SEED SALESAll current sales projections are for US sales. Activities will begin in 2008 to determine
whether switchgrass seed can be sold ex-US and in which markets. Sales plans for any
selected markets will be established in 2009. Projections are for COMMERCIAL SEED.
Discounted, unbranded (i.e., variety not stated) sales may occur in case of low purity or
low germination quality.
 CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 32 of 61




---



##### 



The following table summarizes estimated COMMERCIAL SEED production acreage and royalties
based on sales of the LICENSED VARIETY as a forage grass assuming a four (4) pound seeding
rate, wholesale price of $3.00 per pound and a royalty rate of [***]:
 Production
    
    Planting
    
    Certified
    
    Pounds
    
    
    
    ProjectedSeason
    
    Season
    
    Acres
    
    of Seed
    
    Sales
    
    Royalty2008
    
    2009
    
    [***]
    
    [***]
    
    [***]
    
    [***]2009
    
    2010
    
    [***]
    
    [***]
    
    [***]
    
    [***]2010
    
    2011
    
    [***]
    
    [***]
    
    [***]
    
    [***]2011
    
    2012
    
    [***]
    
    [***]
    
    [***]
    
    [***]2012
    
    2013
    
    [***]
    
    [***]
    
    [***]
    
    [***]2013
    
    2014
    
    [***]
    
    [***]
    
    [***]
    
    [***]2014
    
    2015
    
    [***]
    
    [***]
    
    [***]
    
    [***]2015
    
    2016
    
    [***]
    
    [***]
    
    [***]
    
    [***]2016
    
    2017
    
    [***]
    
    [***]
    
    [***]
    
    [***]2017
    
    2018
    
    [***]
    
    [***]
    
    [***]
    
    [***]
 8.
    
    ROYALTY INCOMESee table above for non-binding estimated royalty payments and commencement date of payment.9.
    
    SEED PRODUCTIONSee table above for non-binding estimated COMMERCIAL SEED production for the pasture grass
segment, land area to be sown, estimated production and harvest date. The attached table
shows non-binding estimates for biomass for bioconversion facilities. CERES will:
 
    
    Identify growers and establish grower contracts by spring 2008
    
    Lease, build or buy a production facility by fall 2008
    
    Establish quality testing capability by fall 2008
 CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 33 of 61
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




---



##### 



Tentative projections for biomass market
 2005
    
    2006
    
    2007
    
    2008
    
    2009
    
    2010
    
    2011
    
    2012
    
    2013
    
    2014Fall
    
    Spring
    
    Fall
    
    Spring
    
    Fall
    
    Spring
    
    Fall
    
    Spring
    
    Fall
    
    Spring
    
    Fall
    
    Spring
    
    Fall
    
    Spring
    
    Fall
    
    Spring
    
    Fall
    
    Spring
    
    FallPounds of breeders seed
    
    
    15
    
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    540
    
    
    
    
    
    
    
    513
    
    
    
    
    
    
    
    487
    
    
    
    
    
    
    
    463
    
    
    
    
    
    
    
    440
    
    
    
    
    
    
    
    418
    
    
    
    
    
    
    
    397Percent breeders production
    
    
    
    
    
    
    50
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %Percent
foundation 
production
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    80
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %Percent R&D
    
    
    
    
    
    
    50
    %
    
    
    
    
    
    
    20
    %
    
    
    
    
    
    
    20
    %
    
    
    
    
    
    
    5
    %
    
    
    
    
    
    
    5
    %
    
    
    
    
    
    
    5
    %
    
    
    
    
    
    
    5
    %
    
    
    
    
    
    
    5
    %
    
    
    
    
    
    
    5
    %Pounds of foundation seed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,000
    
    
    
    
    
    
    
    28,000
    
    
    
    
    
    
    
    56,000
    
    
    
    
    
    
    
    56,000
    
    
    
    
    
    
    
    56,000
    
    
    
    
    
    
    
    56,000
    
    
    
    
    
    
    
    56,000
    
    
    
    
    
    
    
    56,000Percent registered production
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    0
    %Percent commercial production
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74
    %Percent marketing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25
    %Pounds of registered seed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,667
    
    
    
    
    
    
    
    62,067
    
    
    
    
    
    
    
    94,733
    
    
    
    
    
    
    
    71,050
    
    
    
    
    
    
    
    46,183
    
    
    
    
    
    
    
    20,782
    
    
    
    
    
    
    
    20,782Percent commercial production
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10
    %
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    25
    %
    
    
    
    
    
    
    35
    %
    
    
    
    
    
    
    55
    %
    
    
    
    
    
    
    0
    %Pounds of commercial seed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,417,333
    
    
    
    
    
    
    
    3,523,644
    
    
    
    
    
    
    
    3,855,538
    
    
    
    
    
    
    
    4,300,828
    
    
    
    
    
    
    
    6,954,512
    
    
    
    
    
    
    
    10,713,995
    
    
    
    
    
    
    
    9,078,784Percent marketing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10
    %
    
    
    
    
    
    
    10
    %
    
    
    
    
    
    
    10
    %
    
    
    
    
    
    
    10
    %
    
    
    
    
    
    
    10
    %
    
    
    
    
    
    
    10
    %Percent commercial sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60
    %
    
    
    
    
    
    
    60
    %
    
    
    
    
    
    
    60
    %
    
    
    
    
    
    
    60
    %
    
    
    
    
    
    
    60
    %
    
    
    
    
    
    
    60
    %Percent carryover
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30
    %
    
    
    
    
    
    
    30
    %
    
    
    
    
    
    
    30
    %
    
    
    
    
    
    
    30
    %
    
    
    
    
    
    
    30
    %
    
    
    
    
    
    
    30
    %Pounds breeders seed production
    
    
    
    
    
    
    
    
    
    
    350
    
    
    
    
    
    
    
    350
    
    
    
    
    
    
    
    350
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0Pounds foundation seed production
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    28,000
    
    
    
    
    
    
    
    28,000
    
    
    
    
    
    
    
    28,000
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0Pounds registered seed production
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    32,667
    
    
    
    
    
    
    
    32,667
    
    
    
    
    
    
    
    32,667
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0Pounds commercial seed production
    
    
    
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    2,417,333
    
    
    
    
    
    
    
    2,798,444
    
    
    
    
    
    
    
    2,798,444
    
    
    
    
    
    
    
    3,144,167
    
    
    
    
    
    
    
    5,664,264
    
    
    
    
    
    
    
    8,627,641
    
    
    
    
    
    
    
    5,864,585Total pounds used for marketing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,000
    
    
    
    
    
    
    
    241,733
    
    
    
    
    
    
    
    352,364
    
    
    
    
    
    
    
    385,554
    
    
    
    
    
    
    
    430,083
    
    
    
    
    
    
    
    695,451
    
    
    
    
    
    
    
    1,071,399Total pounds used for R&D
    
    
    
    
    
    
    7.5
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    27
    
    
    
    
    
    
    
    26
    
    
    
    
    
    
    
    24
    
    
    
    
    
    
    
    23.149125
    
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    21Total pounds for commercial sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,450,400
    
    
    
    
    
    
    
    2,114,187
    
    
    
    
    
    
    
    2,313,323
    
    
    
    
    
    
    
    2,580,497
    
    
    
    
    
    
    
    4,172,707
    
    
    
    
    
    
    
    6,428,397Total new acreage
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    8,420
    
    
    
    
    
    
    
    339,525
    
    
    
    
    
    
    
    493,319
    
    
    
    
    
    
    
    547,678
    
    
    
    
    
    
    
    610,413
    
    
    
    
    
    
    
    982,106
    
    
    
    
    
    
    
    1,499,966Breeders production acres
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0Foundation production acres
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    80
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0Registered production acres
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    93
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0Commercial production acres
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    6,907
    
    
    
    
    
    
    
    1,089
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    7,894
    
    
    
    
    
    
    
    8,289
    
    
    
    
    
    
    
    8,467
    
    
    
    
    
    
    
    0Marketing acres
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    1,400
    
    
    
    
    
    
    
    48,347
    
    
    
    
    
    
    
    70,473
    
    
    
    
    
    
    
    77,111
    
    
    
    
    
    
    
    86,017
    
    
    
    
    
    
    
    139,090
    
    
    
    
    
    
    
    214,280R&D acres
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    7Commercial acres
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    290,080
    
    
    
    
    
    
    
    422,837
    
    
    
    
    
    
    
    462,665
    
    
    
    
    
    
    
    516,099
    
    
    
    
    
    
    
    834,541
    
    
    
    
    
    
    
    1,285,679Total acreage
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    104
    
    
    
    
    
    
    
    8,524
    
    
    
    
    
    
    
    348,047
    
    
    
    
    
    
    
    841,286
    
    
    
    
    
    
    
    1,381,961
    
    
    
    
    
    
    
    1,991,265
    
    
    
    
    
    
    
    2,971,951
    
    
    
    
    
    
    
    4,125,587Breeders production acres
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0Foundation production acres
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    80
    
    
    
    
    
    
    
    80
    
    
    
    
    
    
    
    80
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0Registered production acres
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    93
    
    
    
    
    
    
    
    93
    
    
    
    
    
    
    
    93
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0Commercial production acres
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    6,907
    
    
    
    
    
    
    
    7,996
    
    
    
    
    
    
    
    7,996
    
    
    
    
    
    
    
    8,983
    
    
    
    
    
    
    
    16,184
    
    
    
    
    
    
    
    24,650
    
    
    
    
    
    
    
    16,756Marketing acres
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    1,400
    
    
    
    
    
    
    
    49,747
    
    
    
    
    
    
    
    120,220
    
    
    
    
    
    
    
    197,330
    
    
    
    
    
    
    
    283,347
    
    
    
    
    
    
    
    421,037
    
    
    
    
    
    
    
    586,970R&D acres
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    43
    
    
    
    
    
    
    
    52
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    66
    
    
    
    
    
    
    
    53
    
    
    
    
    
    
    
    41
    
    
    
    
    
    
    
    39Commercial acres
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    
    
    
    
    290,080
    
    
    
    
    
    
    
    712,917
    
    
    
    
    
    
    
    1,175,582
    
    
    
    
    
    
    
    1,691,681
    
    
    
    
    
    
    
    2,526,223
    
    
    
    
    
    
    
    3,521,822
 CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 34 of 61




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EXHIBIT D  (MODEL) SUBCONTRACTOR EVALUATION AGREEMENT  (Paragraph 2.2.1)
 A.
    
    Recipient:B.
    
    Address:C.
    
    Plant Material:
 SPECIES
    
    CODE/DESCRIPTION
    
    WEIGHT
 D.
    
    Research Purpose:Variety production evaluation and
performance testing with          .E.
    
    Location for Conduct of Research:
          CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 35 of 41




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Organization:
Recipient:
 
 CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 36 of 41




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EXHIBIT E  COPIES OF UGARF-NOBLE LICENSE AGREEMENTS  FOR THE LICENSED VARIETY  (Paragraph 19)
 CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 37 of 41




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License Agreement
  CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 1 of 13
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 2 of 13
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 3 of 13
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 4 of 13
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 5 of 13
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 6 of 13
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 7 of 13
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 8 of 13
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 9 of 13
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 10 of 13
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 11 of 13
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 12 of 13
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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Exhibit A
 Marketing Plan  (Paragraph 1.14)
  CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 13 of 13
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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Testing and Evaluation  Agreement
  CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 1 of 7
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 2 of 7
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 3 of 7
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 4 of 7
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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Exhibit A
  CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 5 of 7
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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Exhibit B
 Preferred Form of Variety Evaluation Agreement
  CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 6 of 7
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 7 of 7
 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission




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EXHIBIT F  NON-EXCLUSIVE LICENSE TO AND TERMS OF USE FOR NOBLE RESEARCH MARK
 (Paragraph 22.5)
 Terms and Conditions for Non-exclusive License Agreement
 for
 
 Recitals
 NOBLE Research
  Grant of License
 Reservation of Rights
 Ownership of Mark
 CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 38 of 41




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Use of the Mark; Protection of the Mark
 Proper Use
        Monitoring
 Legend
  CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 39 of 41




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Protection of Interests


Indemnification


Termination; Suspension


Term of Agreement


Termination for Default or Action


Effect of Termination


Suspension


CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 40 of 41






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CERES-NOBLE EVA, PROD & LIC Agreement
    
    Page 41 of 41