Exhibit 10.16
  Master Research Agreement




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TABLE OF CONTENTS1. RESEARCH PROJECTS
    
    
    22. INTELLECTUAL PROPERTY
    
    
    63. USE AND COMMERCIALIZATION RIGHTS
    
    
    94. ENFORCEMENT OF JOINT INTELLECTUAL PROPERTY RIGHTS
    
    
    115. TERMINATION
    
    
    126. PUBLICATIONS AND DISCUSSIONS
    
    
    147. RECORDS AND AUDITS
    
    
    148. INDEPENDENT CONTRACTOR
    
    
    159. CONFIDENTIALITY
    
    
    1510. NOTICES
    
    
    1611. DISPUTE RESOLUTION AND APPLICABLE LAW
    
    
    1612. PUBLICITY
    
    
    1813. MANAGEMENT COMMITTEE
    
    
    1914. EXCLUSIVITY
    
    
    2015. EXCLUSION OF WARRANTIES
    
    
    2116. GENERAL
    
    
    2216.1 Entire Agreement/Modifications
    
    
    2216.2 Severability
    
    
    2216.3 Waiver
    
    
    2216.4 Enforcement
    
    
    2216.5 Assignablility
    
    
    2316.6 Force Majeure
    
    
    2316.7 Choice of Law
    
    
    23EXHIBIT A   DEFINITION OF COLLABORATION CROPS
    
    
    24EXHIBIT B  PREFERRED FORM OF RECEIPT FORM
    
    
    25EXHIBIT C
 PREFERRED FORM OF VARIETY EVALUATION AGREEMENT
    
    
    26EXHIBIT D  EXISTING OR PENDING EXTRAMURAL FUNDING
    
    
    28EXHIBIT E  EXCLUDED CROPS
    
    
    29EXHIBIT F  SEED PRODUCTION AND COMMERCIALIZATION ACTIVITIES
    
    
    30EXHIBIT G  MODEL LICENSE AGREEMENT FOR NON-TRANSGENIC VARIETIES
    
    
    31
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MASTER RESEARCH AGREEMENT
        1. RESEARCH PROJECTS.
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EXHIBIT A
  1.4.1
    
    Provisions that may be modified by the MANAGEMENT COMMITTEE:
 
    
    research activities to be performed by each party in detail
    
    timelines of such activities
    
    goals, expected results and deliverables
    
    milestones and go and no-go decision points
    
    all reports to be delivered to the MANAGEMENT
COMMITTEE (Article 13) and the required delivery dates for the same
    
    additional information on RESEARCH PROJECT
activities: breeding records and biological or other material generated
in such activities to be provided to the other party, including delivery
method and time
    
    location of activities
    
    identity of RESEARCH PROJECT principal
investigators for CERES and NOBLE
    
    identity and location of any SUBCONTRACTORS
(Paragraph 1.13) to be used for the RESEARCH PROJECT activities
 1.4.2
    
    Provisions that may only be modified in accordance with Paragraph 16.1:
 
    
    number of FTEs made available by each party for
the RESEARCH PROJECT, including names of any CERES and NOBLE PhD-level
employees
    
    other inputs and resources made available by each
party for the RESEARCH PROJECT
    
    financial contributions of each party to the
RESEARCH PROJECT
    
    provisions on intellectual property, including
lists of BACKGROUND INTELLECTUAL PROPERTY and any provisions which are
different from those set forth in this Agreement
    
    provisions on use and commercialization rights
which are different from those set forth in this Agreement
    
    provisions on expiration and early termination
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EXHIBIT B
   
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EXHIBIT C
  EXHIBIT D
  2. INTELLECTUAL PROPERTY.
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3. USE AND COMMERCIALIZATION RIGHTS.
  EXHIBIT
E
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EXHIBIT E
 EXHIBIT E
   EXHIBIT G
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4. ENFORCEMENT OF JOINT INTELLECTUAL PROPERTY RIGHTS.
  EXHIBIT E,
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5. TERMINATION.
     EXHIBIT F
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6. PUBLICATIONS AND DISCUSSIONS.
    7. RECORDS AND AUDITS.
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8. INDEPENDENT CONTRACTOR.
  9. CONFIDENTIALITY.
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10. NOTICES.
  
 
  11. DISPUTE RESOLUTION AND APPLICABLE LAW.
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Initiation of Arbitration
 Appointment of Arbitrators
 Qualifications of Arbitrators
 Location of the Arbitration
 Language of Arbitration
 Procedural Requirements
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Limitation on Remedies
 Resort to the Courts provided however
 Survival.
 12. PUBLICITY.
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13. MANAGEMENT COMMITTEE.
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14. EXCLUSIVITY.
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15. EXCLUSION OF WARRANTIES.
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16. GENERAL.
 Entire Agreement/Modifications
  Severability
  Waiver
  Enforcement
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Assignablility
  Force Majeure
  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:
    
    May 19, 2006By:
    
    /s/ Richard HamiltonName:
    
    Richard HamiltonTitle:
    
    President and Chief Executive
OfficerDate:
    
    May 19, 2006
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EXHIBIT A   DEFINITION OF COLLABORATION CROPS
  Panicum virgatum
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EXHIBIT B  PREFERRED FORM OF RECEIPT FORM
 Packing Slip and Receipt Form  for material transferred pursuant to the Master Research Agreement dated 19 May 2006 between
THE SAMUEL ROBERTS NOBLE FOUNDATION, INC. and CERES, INC. and SCHEDULES to such Agreement.
 Material transferred pursuant to SCHEDULE [x] dated [...]
 [NOBLE/CERES]
 [NOBLE/CERES]
 [Include description of material and related information with indication of IP status (e.g.
Background, Joint IP) and any restrictions on transfer to subcontractors.]
  For sending/receipt,
    
    
    
    For receipt/sending,Signature:
    
    
    
    
    
    Signature:Date:
    
    
    
    
    
    Date:Name:Walter E. Nelson
    
    
    
    Name:Title:Product Development Manager
    
    
    
    Title:CERES, INC.
    
    
    
    THE SAMUEL ROBERTS NOBLE FOUNDATION, INC.
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EXHIBIT
C  PREFERRED FORM OF VARIETY EVALUATION AGREEMENT
 Recipient:
 Address:
 Plant Material:
 SPECIES
    
    CODE/DESCRIPTION
    
    WEIGHT
 Research Purpose:
 Location for Conduct of Research:
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Organization:
 Recipient:
 Date
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EXHIBIT D  EXISTING OR PENDING EXTRAMURAL FUNDING
 Other
    
    Agency 
    
    Filing Date /Entity
    

Application
Title

    
    Institutions
    
    Program
    
    Award DateCERES
    
    Genes for Enhancing Carbon Sequestration in Poplar(R. Flavell)
    
    Oregon State University
    
    DOE/Office of Science
    
    Sept. 9, 2005 (A)NOBLE
    
    Development of low-lignin switchgrass for improved ethanol production(Z. Wang)
    
    Oak Ridge National Laboratory
    
    USDA
    
    April 3, 2006 (A)NOBLE
    
    Systemic modification of monolignol pathway gene expression for improved lignocellulose utilization (F. Chen, R. Dixon)
    
    None
    
    USDA/DOE Plant Feedstock
    
    Feb 17, 2006 (F)NOBLE
    
    Genetic dissection of the lignocellulosic pathway of gene(F. Chen, R. Dixon)
    
    Kansas State University (lead)
    
    USDA/DOE Plant Feedstock
    
    Feb 23, 2006 (F)NOBLE
    
    Molecular-functional map and genome analysis of switchgrass (Panicum virgatum L.)(M. Saha, J. Bouton)
    
    USDA-ARS,
Albany, California
    
    USDA/DOE Plant Feedstock
    
    Feb 27, 2006 (F)
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EXHIBIT E  EXCLUDED CROPS
 
 
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EXHIBIT F  SEED PRODUCTION AND COMMERCIALIZATION ACTIVITIES
  1.
    
    Identify growers and establish grower contracts2.
    
    Lease, build or buy production facility3.
    
    Establish quality testing capability4.
    
    Establish a sales force and distribution network and/or distribution
through existing distribution systems such as retail outlets and regional seed
companies and/or establish any other commercialization system.
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EXHIBIT
G  MODEL LICENSE AGREEMENT FOR NON-TRANSGENIC
VARIETIES
 LICENSE AGREEMENT FOR [VARIETY X]
   [X] [2] [and...]
 [X]
 [X] [X]
    1. DEFINITIONS.
 Panicum virgatum.
 [NAME] [2] [2]
 [2]
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ANNEX A
 ANNEX A
 ANNEX A
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ANNEX A
       ANNEX B
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ANNEX C
 2. GRANT OF LICENSE.
 ANNEX A ANNEX A
 (a)
    
    the exclusive right of access to BREEDERS SEED, whether produced
by NOBLE or CERES;(b)
    
    the exclusive right to produce all seed of the LICENSED VARIETY
in the LICENSED PRODUCTION TERRITORY, including BREEDER SEED for which such
production right shall be non-exclusive between CERES and NOBLE; and(c)
    
    the exclusive right to use, sell and commercially exploit the
seed of the LICENSED VARIETY in the LICENSED TERRITORY.
  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 1.21.(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 agreement, which shall
include the
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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.
    3. INTELLECTUAL PROPERTY RIGHTS.
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4. LICENSED VARIETY CONSIDERATION.
   (a)
    
    the percentage determined in accordance with Section 1.1 of
ANNEX B multiplied by the NOBLE CONTRIBUTION, 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
Paragraphs 4.2(c), sold in the United States by CERES or any AFFILIATED COMPANY;(b)
    
    the percentage set forth in Section 1.2 of ANNEX B
multiplied by the NOBLE CONTRIBUTION, of any LICENSE INCOME received by CERES or
any AFFILIATED COMPANY from a SUBLICENSEE who is not an AFFILIATED COMPANY; and(c)
    
    [***] of the NET SELLING PRICE for the naked seed weight
(exclusive of any coating materials that may be applied) of all seed sold as
variety not stated, wherein such variety not stated seed (i.e., limited
quantities of COMMERCIAL SEED sold for inventory control and seed that does not
satisfy the standards of COMMERCIAL SEED) cannot be associated with, directly or
indirectly, any COMMERCIAL NAME or include any other designations that identify
such material as the LICENSED VARIETY.
 OPTIONAL
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Minimum Royalties for LICENSED VARIETY ONLY:
 Calendar Year
    
    Minimum Royalty (USD)
 OPTIONAL
 (a)
    
    if the royalty payments due under Paragraph 4.2 are less than the
minimum royalty of Paragraph 4.3 in a given year, then only the minimum royalty
of Paragraph 4.3 shall be payable;(b)
    
    if the royalty payments due under Paragraph 4.2 exceed the
minimum royalty of Paragraph 4.3 in a given year, then the minimum annual
royalty shall not be payable; and(c)
    
    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 4.3 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.
   (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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5. DENOMINATIONS, VARIETY NAMES, TRADE MARKS AND BRAND INTEGRITY.
 [X]
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6. SEED QUALITY AND PERFORMANCE REGULATIONS.
        7. DILIGENCE.
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IF A BINDING MARKETING PLAN
 OPTIONAL
   8. BOOKS, RECORDS AND RIGHT OF AUDIT.
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9. ABATEMENT OF INFRINGEMENT.
    ANNEX B
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10. TERM AND TERMINATION.
  
 
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11. CONFIDENTIALITY AND PUBLICATIONS.
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12. NOTICES.
  
 
  13. DISCLAIMERS.
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(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;(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 2.1 hereof.
 14. INDEMNIFICATION.
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15. PUBLICITY AND USE OF NAMES.
    ANNEX D ANNEX D
 16. DISPUTE RESOLUTION.
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(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 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.
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(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;(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.
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(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.
 17. GENERAL.
 Entire Agreement/Modifications
 Severability
 Waiver
 Enforcement
 Licensor-Licensee Relationship
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Assignablility
 Force Majeure
 Choice of Law
 IN WITNESS WHEREOF
 THE SAMUEL ROBERTS NOBLE FOUNDATION, INC.
    
    CERES, INC.By:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:Date:
    
    
    
    
    
    Date:By:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:Date:
    
    
    
    
    
    Date:
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ANNEX A  INTELLECTUAL PROPERTY
 INTELLECTUAL PROPERTY RIGHTS for the LICENSED VARIETY  (Paragraph 1.12)
 JOINT INTELLECTUAL PROPERTY  (Paragraph 1.13)
 NOBLE INTELLECTUAL PROPERTY  (Paragraph 1.14)
 NOBLE BACKGROUND INTELLECTUAL PROPERTY  (Paragraph 1.16)
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ANNEX B  ROYALTY RATE
 1. TOTAL ROYALTY RATE TABLE AND CALCULATION:
  Percent Increase inBiomass
    
    Royalty0%
    
    
    [***]7%
    
    
    [***]20%
    
    
    [***]33%
    
    
    [***]47%
    
    
    [***]60%
    
    
    [***]73%
    
    
    [***]87%
    
    
    [***]100%
    
    
    [***]113%
    
    
    [***]127%
    
    
    [***]140%
    
    
    [***]153%
    
    
    [***]167%
    
    
    [***]
 percent increase in biomass
  percent increase in biomass
 percent increase in biomass [complete].
 [complete]
  2. NOBLE CONTRIBUTION:
 [complete percentage]
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ANNEX C  MARKETING PLAN
 1.
    
    TIMINGThe MARKETING PLAN is to cover a five year period and shall be reviewed annually with
adjustments made for further five year periods in line with market conditions (or
projections of the same) and the agronomic performance of the LICENSED VARIETY.2.
    
    POSITIONINGAn assessment of the potential of the LICENSED VARIETY in an identified market.3.
    
    PROMOTIONDetails of all project promotional activities, plus anticipated, related expenditures, that
are intended to the LICENSED VARIETY achieves its maximum market potential.4.
    
    DISTRIBUTIONDetails of the proposed distribution network and activities for supporting the distributor
or retailer plus anticipated promotion activities of the distributor/retailer. NOTE: If the
anticipated distribution network includes the creation of a new seed company, details
regarding this important component should be included here.5.
    
    EVALUATIONDetails of planned evaluation and demonstration, if any.6.
    
    PROTECTIONAnticipated intellectual property protection requirements.7.
    
    SEED SALESEstimated sales including grade of seed, volume and price and country of destination.8.
    
    ROYALTY INCOME
 a.
    
    Estimated royalty payments; andb.
    
    Commencement date of payment.
 9.
    
    SEED PRODUCTIONEstimated production, including grade of seed, land area to be sown, estimated production
and harvest date.
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ANNEX D- NON-EXCLUSIVE LICENSE TO AND TERMS OF USE FOR NOBLE RESEARCH MARK  (Paragraph 15.4)
 Terms and Conditions for Non-exclusive License Agreement
 for
 
 Recitals
 NOBLE Research
  Grant of License
 Reservation of Rights
 Ownership of Mark
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Use of the Mark; Protection of the Mark
 Proper Use
        Monitoring
 Legend
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Protection of Interests
 Indemnification
 Termination; Suspension
 Term of Agreement
 Termination for Default or Action
 Effect of Termination
 
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Suspension
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