Sponsored research Agreement



 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION
PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. 
 Exhibit
10.9 
 DARTMOUTH - MASCOMA CORPORATION 
 SPONSORED RESEARCH AGREEMENT 
 This Agreement,
effective this 1st day of April 2006, between TRUSTEES OF DARTMOUTH COLLEGE, a non-profit educational institution existing under the laws of the State of New Hampshire, and being located at Hanover, New Hampshire 03755, hereinafter
called Dartmouth, and MASCOMA CORPORATION, a Delaware corporation, with a principal place of business at 161 First Street, 2nd Floor East, Cambridge, Massachusetts, 02142, hereinafter called MASCOMA.  

WHEREAS, Dartmouth under the direction of Principal Investigator Lee Lynd, Ph.D., wishes to further research and development for
biological and chemical processes for conversion of biomass into ethanol and other products capable of volume production (the “Research Field”), as described in the Research Plan (Attachment B); and  

WHEREAS, MASCOMA wishes to sponsor such research under the terms and conditions hereinafter set forth; and 

WHEREAS, Dartmouth has provided initial development of the technology, and Dartmouth and MASCOMA have jointly pursued in further
improvements thereof; and  
 WHEREAS, Dartmouth and MASCOMA have agreed upon the terms of an exclusive license
agreement to be concluded, hereinafter referred to as “License Agreement”;  
 NOW THEREFORE, in
consideration of the premises and the mutual promises herein contained, IT IS AGREED: 
 Section 1. Affiliate.
“Affiliate” shall mean a legal entity at least 50% of the voting stock of which is owned directly or indirectly by MASCOMA. 
 Section 2. Agreement. “Agreement” shall mean this Sponsored Research Agreement. 
 Section 3. Effective Date. “Effective Date” shall mean the date first written above and shall be the Effective Date of this Agreement. 

Section 4. Know-How. 
 (a) “Dartmouth Know-How” shall mean the ideas, methods, inventions, improvements, characterization and techniques hereinafter developed by Dartmouth pursuant to the terms of this Agreement.

 (b) “Patentable Know-How” shall mean any Dartmouth Know-How that Dartmouth believes, or has reason to believe, may
be eligible for patent protection under the laws of the United States or any foreign governmental entity. 
 Section 5.
Dartmouth Patent Rights. “Dartmouth Patent Rights” shall mean any United 

  
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States or Foreign Patent applications and any United States or Foreign Patent issuing from such applications, and any continuations, continuations-in-part, divisions, reissues, reexaminations or
extensions thereof, owned or assignable to Dartmouth, containing one or more claims based upon Dartmouth Know-How. For avoidance of doubt, “Dartmouth Patent Rights” shall include, without limitation, patents and patent applications filed
after the expiration of the Contract Period which contain one or more claims based upon Dartmouth Know-How, or Dartmouth Inventions, as defined in Section 9. 
 Section 6. Joint Patent Rights. “Joint Patent Rights” shall mean any United States or foreign patent applications and any United States or Foreign Patent issuing from such
applications, and any continuations, continuations-in-part, divisions, reissues, reexaminations or extensions thereof, of which at least one inventor is a MASCOMA Inventor and at least one inventor is a Dartmouth Inventor (as both terms are defined
in Section 9). 
 Section 7. Contract Period. The “Contract Period” shall mean the period commencing
on the Effective Date and ending two years thereafter. MASCOMA shall have the option, subject to the development of a research plan to which Dartmouth consents, which consent shall not be unreasonably withheld, to extend the Contract Period for
subsequent one-year periods (each, an “Extension Period”) by providing written notice to Dartmouth of its desire to exercise such an option. 
 Section 8. Research Support. MASCOMA shall provide research support to Dartmouth for laboratory research within the Research Field at a level of $1,823,713 for the Contract Period (the
“Research Support”), according to the budget (the “Research Budget”) which makes up Attachment A, and the research plan which makes up Attachment B (the “Research Plan”). Subject to MASCOMA’s approval, which
approval will not be unreasonably withheld, Dartmouth shall have the flexibility to rebudget the funds as necessary during the Contract Period so as to provide the Principal Investigator the opportunity to use the funds as he deems most reasonable
to achieve the goals of the Research Plan, provided that the funds are used within the scope of the Research Plan. Dartmouth shall use its best efforts to perform the research as described in the Research Plan. To the extent that Dartmouth does not
spend the Research Support in accordance with the Research Budget and the Research Plan during the Contract Period, the unspent Research Support shall be applied to research support of Dartmouth by MASCOMA during an Extension Period according to a
research plan agreed upon between Dartmouth and MASCOMA. “Research Support” shall additionally include any funds which MASCOMA provides to Dartmouth to match grant funding from the U.S. Department of Energy or another U.S. governmental
agency to support Dartmouth research in the Research Field (“Grant Funding”). For purposes of this Agreement, the phrase “arising from the Research Support” shall include any research supported by Grant Funding provided that
MASCOMA’s contribution to such research equals 20% or more of the Grant Funding. 
 Section 9. Inventions. All
inventions arising from the Research Support conceived solely by Dartmouth Inventors (defined below) shall be assigned to Dartmouth; for the purpose of this Agreement, such inventions are “Dartmouth Inventions”. All inventions conceived
solely by the MASCOMA Inventors (defined below) shall be assigned to MASCOMA; for the purpose of this Agreement, such inventions are “Mascoma Inventions”. For inventions that are conceived jointly by Dartmouth and MASCOMA Inventors,
Dartmouth and MASCOMA will hold joint title. For purposes of this Agreement, “Dartmouth Inventor” shall mean a Dartmouth employee or student working in his or her capacity as a Dartmouth employee or student as defined by Dartmouth
policies; and “MASCOMA Inventor” shall mean a MASCOMA employee or a consultant to MASCOMA working in his or her capacity as a consultant to MASCOMA. 

  
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 Section 10. Improvements. “Improvements” shall mean any patents or
patent applications, which generically or specifically claim: (a) priority to any of the patents or patent applications that are “Dartmouth Patent Rights” under the License Agreement with the exception of the “Excluded
Intellectual Property”, as defined in the License Agreement; or (b) any improvements on the “Licensed Methods” within the “Field”, as both terms are defined in the License Agreement. All Improvements shall be assignable
to Dartmouth and shall become subject to the License Agreement as “Dartmouth Patent Rights” or “Dartmouth Know-How”, as appropriate, for all purposes thereof. 

Section 11. License Rights. Dartmouth hereby grants MASCOMA the option to obtain a world-wide, royalty-bearing license
under Dartmouth Patent Rights, and Dartmouth Know-How, and Joint Patent Rights, to make, have made, use and sell (in a designated field of use, where appropriate) the products embodying or produced through the use of Dartmouth’s or joint
inventions, which are not Improvements, at reasonable terms and conditions as the parties may agree; except to the extent of any rights required to be granted to the Government of the United States of America pursuant to 35 U.S.C.
§§200-211. MASCOMA shall have the right during the Contract Period and for a period of forty five (45) days after the expiration of the Contract Period to exercise this option. If within ninety (90) days from the option exercise
after good faith negotiations parties fail to reach an agreement on the license terms, or if MASCOMA decides to forgo the option, Dartmouth shall be free to offer commercial license rights to any third party or to dispose of its inventions or other
rights resulting therefrom in any other way it deems appropriate. 
 Section 12. Patents and Patent Expenses.
MASCOMA will reimburse Dartmouth for all costs associated with obtaining and maintaining Dartmouth Patent Rights. The foregoing notwithstanding, if MASCOMA decides that it does not want to pay for the costs of patent prosecution or maintenance
of a particular aspect of Dartmouth Patent Rights in a particular country, MASCOMA shall have no obligation to reimburse Dartmouth for such costs and such Dartmouth Patent Rights in such country shall cease to be subject to the license granted to
MASCOMA under the License Agreement or, in the event that such Dartmouth Patent Rights are not subject to the license granted to MASCOMA under the License Agreement, the option granted under Section 11 to MASCOMA by Dartmouth shall lapse in
respect to the Dartmouth Patent Rights for which MASCOMA declines to reimburse the cost to Dartmouth. Dartmouth shall also have the right to obtain patent protection on its own and at its own expense for Joint Patent Rights in the names of Dartmouth
and MASCOMA in any country for which MASCOMA decides not to pay the costs of obtaining such patent protection in such country, and Dartmouth’s interest in such Joint Patent Rights in such country shall cease to be subject to the license granted
to MASCOMA under the License Agreement or, in the event that such Joint Patent Rights are not subject to the license granted to MASCOMA under the License Agreement, the option granted under Section 11 to MASCOMA by Dartmouth shall lapse in
respect to Dartmouth’s rights under Joint Patent Rights. Dartmouth agrees that it will consult with MASCOMA on prosecution of patent applications containing claims based on Dartmouth Know-How which are the subject to the License Agreement or
option granted Section 11, and will make a good faith effort to incorporate MASCOMA’s reasonable comments. 

  
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 Section 13. Mutual Confidentiality. MASCOMA and Dartmouth realize that some
information received by one party from the other pursuant to this Agreement shall be confidential. It is therefore agreed that any information received by one party from the other, and clearly designated in writing as “CONFIDENTIAL”
at the time of transfer, shall not be disclosed by either party to any third party and shall not be used by either party for purposes other than those contemplated by this Agreement for a period of three (3) years from the termination of the
Agreement, unless or until — 
 (a) said information shall become known to third parties or shall become publicly known
through no fault of the receiving party, or 
 (b) said information was already in the receiving party’s possession
prior to the disclosure of said information to the receiving party, except in cases when the information has been covered by a preexisting confidentiality agreement, or 
 (c) said information shall be subsequently disclosed to the receiving party by a third party who is not under any obligation of confidentiality to the disclosing party, or 

(d) said information is approved for disclosure by prior written consent of the disclosing party, or 

(e) said information is independently developed by receiving party or its representatives entirely without reference to information
received from the disclosing party and marked confidential, or 
 (f) said information is required to be disclosed by court
rule or governmental law or regulation, provided that the receiving party gives the disclosing party prompt notice of any such requirement and cooperates with the disclosing party in attempting to limit such disclosure. 

Section 14. Corporate Action. Dartmouth and MASCOMA each represent and warrant to the other party that they have full power
and authority to enter into this Agreement and carry out the transactions contemplated hereby and that all necessary corporate action had been duly taken in this regard. 
 Section 15. Payments. For the rights and privileges granted under this Agreement, MASCOMA shall pay to Dartmouth 12% of the Research Support listed in Section 8 within 30 days of the
execution of this Agreement and the remaining 88% in eight equal quarterly payments thereafter. Each of the quarterly payments shall be due within 30 days of the passage of successive three months increments from the Effective Date. 

Section 16. Reports. Dartmouth shall furnish MASCOMA written quarterly reports during the term of this Agreement summarizing
the research conducted in accordance with the Research Plan. A final written report stating the accomplishments and significant research findings shall be submitted to MASCOMA within ninety (90) days of the expiration of this Agreement.

 Section 17. Publications. Dartmouth retains the rights to report on the results of research


  
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under this Agreement in professional journals, meetings, seminars, and the like. Appropriate recognition of MASCOMA’s support will be included in all such reports. However, in recognition of
MASCOMA’s desire for patent protection, Dartmouth shall provide MASCOMA with the final draft of any manuscripts and disclosures, to be made orally or in any other manner, including, without limitation, electronic communication, describing
results of research arising from the Research Support at least sixty (60) days prior to publication or disclosure. 

Section 18. Use of Name. MASCOMA shall not use and shall not permit to be used by any other person or entity the name of
Dartmouth, nor any adaptation thereof, or the name of Dartmouth’s employees, in any advertising, promotional or sales literature, or for any other purpose without prior written permission of Dartmouth. 

Section 19. Indemnity. MASCOMA shall defend and indemnify and hold Dartmouth its trustees, employees, officers and agents
harmless for any judgments and other liabilities based upon claims or causes of action against Dartmouth or its employees which arise out of (i) the design, production, development, manufacture, sale, use in commerce, lease or promotion by
MASCOMA, its Affiliates, agents and sublicensees of any product, process or service relating to, or developed pursuant to, this Agreement or (ii) any other activities to be carried out pursuant to this Agreement, except to the extent that such
judgments or liabilities arise in whole or in part from the gross negligence or willful misconduct of Dartmouth or its employees. Dartmouth agrees to promptly notify MASCOMA of any such claim coming to its attention and to cooperate fully with
MASCOMA in the defense of such claim. If any such claims or causes of action are made, Dartmouth shall be defended by counsel to MASCOMA, subject to Dartmouth’s approval, which shall not be unreasonably withheld. 

DARTMOUTH MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING 

THE RESULTS OF RESEARCH PERFORMED UNDER 
 THE RESEARCH PLAN OR OF THE MERCHANTABILITY OR FITNESS FOR 
 A PARTICULAR
PURPOSE OF SUCH RESEARCH OR RESULTS 
 Section 20. Termination. Performance under this Agreement may be
terminated by MASCOMA upon sixty (60) days written notice; performance may be terminated by Dartmouth if circumstances beyond its control preclude continuation of the research. Upon termination, Dartmouth will be reimbursed as specified in
Section 14 for all costs and non-cancelable commitments incurred in the performance of the research, such reimbursement not to exceed the total estimated project cost specified in Section 8. 

Section 21. Prior Obligations. Termination of this Agreement for any reason shall not release either party from any
obligation theretofore accrued. 
 Section 22. Governing Law. This Agreement shall be construed, governed,
interpreted and enforced according to the substantive laws of the State of New Hampshire without regard to its principles of conflicts of laws. 

  
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 Section 23. Notices. Any notice or communication required or permitted to be
given by either party hereunder, shall be deemed sufficiently given, if mailed by certified mail, return receipt requested, and addressed to the party to whom notice is given as follows: 

 

			
	If to MASCOMA, to:	  	
		
		  	Colin South, President
		  	Mascoma Corporation
		  	161 First Street, 2nd Floor East
		  	Cambridge, MA 02142
		
	with a copy, which copy shall not constitute notice, to:	  	
		
		  	Peter M. Rosenblum, Esq.
		  	Foley Hoag LLP
		  	155 Seaport Boulevard
		  	Boston, MA 02210
		
	If to Dartmouth, to:	  	
		
		  	Alla Kan, Director
		  	Technology Transfer Office
		  	Dartmouth College
		  	11 Rope Ferry Road, #6210
		  	Hanover, New Hampshire 03755-1404

 Section 24. Assignment. Neither party shall assign or transfer this Agreement without the
express prior written consent of the other; provided however that this Agreement and any rights or obligations hereunder may be assigned by MASCOMA, without such consent, in whole or in part, in connection with the transfer of all or substantially
all of its business or assets pertaining to the Dartmouth Patent Rights licensed hereunder to the acquiring party or in the event of its merger or consolidation with that acquiring party, if and only if the assignee shall assume all obligations of
MASCOMA under this Agreement, and thereafter the Agreement shall inure to the benefit of such acquiring party as fully as if it were MASCOMA; and provided however that at any time all or any part of the securities of MASCOMA may be sold or otherwise
transferred to any person or entity and this Agreement and MASCOMA’s rights hereunder shall survive such sale or transfer. 

Section 25. Entire Agreement. This Agreement represents the entire Agreement between the parties as of the Effective Date
hereof and may only be subsequently altered or modified by an instrument in writing signed by the party to be bound. 

Section 26. Waiver. A failure by one of the parties to this Agreement to assert its rights for or upon any breach or default
of this Agreement shall not be deemed a waiver of such rights nor shall any such waiver be implied from acceptance of any payment. No such failure or waiver in writing by any one of the parties hereto with respect to any rights, shall extend to or
affect any subsequent breach or impair any right consequent thereon. 
 Section 27. Severability. The parties agree
that it is the intention of neither party to violate any public policy, statutory or common laws, and governmental or supranational regulations; that if any sentence, paragraph, clause or combination of the same is in violation of any applicable law
or regulation, or is unenforceable or void for any reason whatsoever, such sentence, paragraph, clause or combinations of the same shall be inoperative and the remainder of the Agreement shall remain binding upon the parties. 

  
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 Section 28. Mediation and Arbitration. Both parties agree that they shall
attempt to resolve any dispute arising from this Agreement through mediation. Both parties agree that at least one employee or agent, capable of negotiating an agreement on behalf of his employer, shall, within three weeks of receipt of written
notification of a dispute, meet with at least one employee or agent of the other party who is also capable of negotiating an agreement on behalf of his employer. If no agreement can be reached, both parties agree to meet again within a four week
period after the initial meeting to negotiate in good faith to resolve the dispute. If no agreement can be reached after this second meeting, both parties agree to submit the dispute to binding arbitration under the Rules (the “Rules”) of
the American Arbitration Association (the “Association”) before a single arbitrator. 
 Section 29. Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not constitute a part hereof. 
 IN WITNESS
WHEREOF, the parties hereto have executed this Agreement, in duplicate originals, by their respective officers hereunto duly authorized, the day and year herein written. 

 

			
	THE TRUSTEES OF DARTMOUTH COLLEGE
		
	By	 	 /s/ Alla Kan

		 	Alla Kan, Director
		 	Technology Transfer Office
	
	Date July 10, 2006
	
	MASCOMA CORPORATION
		
	By	 	 /s/ Colin South

		 	Colin South
		 	President
	
	Date 7/15/06



  
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 ATTACHMENT A 
 DARTMOUTH CONTRACT WORKSHEET 
  

							
	Timeframe	 	 	  	Indirect Rate	 
	 Q1
	 	 Apr - Jun 06
	  	 	0.35	  
	 Q2
	 	 Jul - Sep 06
	  			
	 Q3
	 	 Oct - Dec 06
	  			
	 Q4
	 	 Jan - Mar 07
	  			
	 Q5
	 	 Apr - Jun 07
	  			
	 Q6
	 	 Jul - Sep 07
	  			
	 Q7
	 	 Oct - Dec 07
	  			
	 Q8
	 	 Jan - Mar 08
	  			

 YEAR ONE 
  

																																																															
	 	 	Percent Time on Project	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Person ID	 	Level	 	Base Salary	 	 	Q1	 	 	Q2	 	 	Q3	 	 	Q4	 	 	Ave	 	 	Fringe Ra	 	 	Monthly	 	 	Salary	 	 	Stipend	 	 	Tuition	 	 	Fringe	 	 	Direct	 	 	Indirect	 	 	Total	 
	 1 L. Lynd
	 	Faculty	 	 	165,000	  	 	 	16	% 	 	 	16	% 	 	 	16	% 	 	 	16	% 	 	 	16	% 	 	 	0.38	  	 	$	13,750	  	 	$	26,538	  	 				 	$	0	  	 	$	9,952	  	 	$	36,489	  	 	$	12,771	  	 	$	49,260	  
	 2 D. Olson
	 	Student	 	 	21,520	  	 	 	100	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	25	% 	 				 				 				 	$	5,380	  	 	$	5,179	  	 	$	1,570	  	 	$	12,129	  	 	$	2,433	  	 	$	14,561	  
	 3 J. McBride
	 	Student	 	 	21,520	  	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 				 				 				 	$	21,520	  	 	$	20,714	  	 	$	1,570	  	 	$	43,804	  	 	$	8,082	  	 	$	51,886	  
	 4 X. Shao
	 	Student	 	 	21,520	  	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	0	% 	 	 	75	% 	 				 				 				 	$	16,140	  	 	$	15,536	  	 	$	1,570	  	 	$	33,246	  	 	$	6,199	  	 	$	39,444	  
	 5 J. Shaw
	 	Student	 	 	21,520	  	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 				 				 				 	$	21,520	  	 	$	20,714	  	 	$	1,570	  	 	$	43,804	  	 	$	8,082	  	 	$	51,886	  
	 6 K. Podkaminer
	 	Student	 	 	21,520	  	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 				 				 				 	$	21,520	  	 	$	20,714	  	 	$	1,570	  	 	$	43,804	  	 	$	8,082	  	 	$	51,886	  
	 7 S. All
	 	Student	 	 	21,520	  	 	 	0	% 	 	 	50	% 	 	 	100	% 	 	 	0	% 	 	 	38	% 	 				 				 				 	$	8,070	  	 	$	20,714	  	 	$	589	  	 	$	29,373	  	 	$	3,031	  	 	$	32,403	  
	 8 J. Zhang
	 	Student	 	 	21,520	  	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 				 				 				 	$	21,520	  	 	$	20,714	  	 	$	1,570	  	 	$	43,804	  	 	$	8,082	  	 	$	51,886	  
	 9 M. Laser
	 		 	 	70,000	  	 	 	15	% 	 	 	15	% 	 	 	15	% 	 	 	15	% 	 	 	15	% 	 	 	0.38	  	 	$	5,833	  	 	$	10,500	  	 				 	$	0	  	 	$	3,938	  	 	$	14,438	  	 	$	5,053	  	 	$	19,491	  
	 10 J. Durrell
	 		 	 	48,000	  	 	 	25	% 	 	 	25	% 	 	 	25	% 	 	 	25	% 	 	 	25	% 	 	 	0.38	  	 	$	4,000	  	 	$	12,000	  	 				 	$	0	  	 	$	4,500	  	 	$	16,500	  	 	$	5,775	  	 	$	22,275	  
	 11 K. Deleault
	 		 	 	37,500	  	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	0.25	  	 	$	3,125	  	 	$	37,500	  	 				 	$	0	  	 	$	9,469	  	 	$	46,969	  	 	$	16,439	  	 	$	63,408	  
	 12 J. Donoghue
	 		 	 	55,000	  	 	 	100	% 	 	 	67	% 	 	 	0	% 	 	 	0	% 	 	 	42	% 	 	 	0.25	  	 	$	4,583	  	 	$	22,917	  	 				 	$	0	  	 	$	5,786	  	 	$	28,703	  	 	$	10,046	  	 	$	38,749	  
	 13 P. Thorne
	 		 	 	65,000	  	 	 	100	% 	 	 	67	% 	 	 	0	% 	 	 	0	% 	 	 	42	% 	 	 	0.25	  	 	$	5,417	  	 	$	27,083	  	 				 	$	0	  	 	$	6,839	  	 	$	33,922	  	 	$	11,873	  	 	$	45,795	  
	 14 J. Bardsley
	 		 	 	65,000	  	 	 	50	% 	 	 	33	% 	 	 	0	% 	 	 	0	% 	 	 	21	% 	 	 	0.25	  	 	$	5,417	  	 	$	13,542	  	 				 	$	0	  	 	$	3,419	  	 	$	16,961	  	 	$	5,936	  	 	$	22,897	  
	 15 C. Liu
	 		 	 	65,000	  	 	 	17	% 	 	 	33	% 	 	 	0	% 	 	 	0	% 	 	 	13	% 	 	 	0.25	  	 	$	5,417	  	 	$	8,125	  	 				 	$	0	  	 	$	2,052	  	 	$	10,177	  	 	$	3,562	  	 	$	13,738	  
	 16 S. Rogers
	 		 	 	60,000	  	 	 	75	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	94	% 	 	 	0.25	  	 	$	5,000	  	 	$	56,250	  	 				 	$	0	  	 	$	14,203	  	 	$	70,453	  	 	$	24,659	  	 	$	95,112	  
	 17 Summer A
	 	Temp	 	 	24,000	  	 	 	33	% 	 	 	67	% 	 	 	0	% 	 	 	0	% 	 	 	25	% 	 				 	$	2,000	  	 	$	5,976	  	 				 	$	0	  	 	$	0	  	 	$	5,976	  	 	$	2,092	  	 	$	8,068	  
	 18 Summer B
	 	Temp	 	 	24,000	  	 	 	33	% 	 	 	67	% 	 	 	0	% 	 	 	0	% 	 	 	25	% 	 				 	$	2,000	  	 	$	5,976	  	 				 	$	0	  	 	$	0	  	 	$	5,976	  	 	$	2,092	  	 	$	8,068	  
	 19 Summer C
	 	Temp	 	 	24,000	  	 	 	33	% 	 	 	67	% 	 	 	0	% 	 	 	0	% 	 	 	25	% 	 				 	$	2,000	  	 	$	5,976	  	 				 	$	0	  	 	$	0	  	 	$	5,976	  	 	$	2,092	  	 	$	8,068	  
	 20 Summer D
	 	Temp	 	 	24,000	  	 	 	33	% 	 	 	67	% 	 	 	0	% 	 	 	0	% 	 	 	25	% 	 				 	$	2,000	  	 	$	5,976	  	 				 	$	0	  	 	$	0	  	 	$	5,976	  	 	$	2,092	  	 	$	8,068	  
		 		 				 				 				 				 				 				 				 				 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
		 		 				 				 				 				 				 				 				 				 	$	238,358	  	 	$	115,670	  	 	$	124,284	  	 	$	70,166	  	 	$	548,478	  	 	$	148,468	  	 	$	696,945	  
		 		 	 	FTE	  	 	 	12.30	  	 	 	12.72	  	 	 	8.56	  	 	 	6.56	  	 	 	10.04	  	 				 				 				 				 				 				 				 				 			

  

																			
	Timeframe	  	 	  	Other Items	 	  	Direct	 	  	Indirect	 	  	Total	 
	 Ql
	  	 Apr - Jun 06
	  	 	Supplies	  	  	$	240,000	  	  	$	84,000	  	  	$	324,000	  
	 Q2
	  	 Jul - Sep 06
	  	 	Travel	  	  	$	10,000	  	  	$	3,500	  	  	$	13,500	  
	 Q3
	  	 Oct - Dec 06
	  	 	Equipment	  	  	$	100,000	  	  	$	0	  	  	$	100,000	  
		  		  				  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Q4
	  	 Jan - Mar 07
	  	 	Subtotal	  	  	$	350,000	  	  	$	87,500	  	  	$	437,500	  
	 Q5
	  	 Apr - Jun 07
	  				  				  				  			
	 Q6
	  	 Jul - Sep 07
	  	 	Personnel	  	  	$	548,478	  	  	$	148,468	  	  	$	696,945	  
	 Q7
	  	 Oct - Dec 07
	  				  				  				  			
	 Q8
	  	 Jan - Mar 08
	  	 	Total	  	  	$	898,478	  	  	$	235,968	  	  	$	1,134,445	  









 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. 
  

 YEAR TWO 
  

																																																															
	 	 	Percent Time on Project	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Person ID	 	Level	 	Base Salary	 	 	Q5	 	 	Q6	 	 	Q7	 	 	Q8	 	 	Ave	 	 	Fringe Ra	 	 	Monthly	 	 	Salary	 	 	Stipend	 	 	Tuition	 	 	Fringe	 	 	Direct	 	 	Indirect	 	 	Total	 
	 1 L. Lynd
	 	Faculty	 	 	165,000	  	 	 	16	% 	 	 	16	% 	 	 	16	% 	 	 	16	% 	 	 	16	% 	 	 	0.38	  	 	$	13,750	  	 	$	26,538	  	 				 	$	0	  	 	$	10,084	  	 	$	36,622	  	 	$	12,818	  	 	$	49,439	  
	 2 J. McBride
	 	Student	 	 	22,000	  	 	 	100	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	25	% 	 				 				 				 	$	5,380	  	 	$	5,500	  	 	$	1,570	  	 	$	12,450	  	 	$	2,433	  	 	$	14,883	  
	 3 J. Shaw
	 	Student	 	 	22,000	  	 	 	100	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	25	% 	 				 				 				 	$	5,380	  	 	$	5,500	  	 	$	1,570	  	 	$	12,450	  	 	$	2,433	  	 	$	14,883	  
	 4 K. Podkamirier
	 	Student	 	 	22,000	  	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 				 				 				 	$	21,520	  	 	$	22,000	  	 	$	1,570	  	 	$	45,090	  	 	$	8,082	  	 	$	53,172	  
	 5 J. Zhang
	 	Student	 	 	22,000	  	 	 	100	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	25	% 	 				 				 				 	$	5,380	  	 	$	5,500	  	 	$	1,570	  	 	$	12,450	  	 	$	2,433	  	 	$	14,883	  
	 6 Grad Student A
	 	Student	 	 	22,000	  	 	 	0	% 	 	 	33	% 	 	 	100	% 	 	 	100	% 	 	 	58	% 	 				 				 				 	$	12,535	  	 	$	12,815	  	 	$	1,570	  	 	$	26,920	  	 	$	4,937	  	 	$	31,857	  
	 7 M. Laser
	 		 	 	73,500	  	 	 	15	% 	 	 	15	% 	 	 	15	% 	 	 	15	% 	 	 	15	% 	 	 	0.38	  	 	$	6,125	  	 	$	11,025	  	 				 	$	0	  	 	$	4,190	  	 	$	15,215	  	 	$	5,325	  	 	$	20,540	  
	 8 J. Durrell
	 		 	 	50,400	  	 	 	25	% 	 	 	25	% 	 	 	25	% 	 	 	25	% 	 	 	25	% 	 	 	0.38	  	 	$	4,200	  	 	$	12,600	  	 				 	$	0	  	 	$	4,788	  	 	$	17,388	  	 	$	6,086	  	 	$	23,474	  
	 9 K. Deleault
	 		 	 	41,250	  	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	0.26	  	 	$	3,438	  	 	$	41,250	  	 				 	$	0	  	 	$	10,725	  	 	$	51,975	  	 	$	18,191	  	 	$	70,166	  
	 10 S. Rogers
	 		 	 	63,000	  	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	0.26	  	 	$	5,250	  	 	$	63,000	  	 				 	$	0	  	 	$	16,380	  	 	$	79,380	  	 	$	27,783	  	 	$	107,163	  
	 11 Postdoc A
	 		 	 	50,000	  	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	100	% 	 	 	0.26	  	 	$	4,167	  	 	$	50,000	  	 				 	$	0	  	 	$	13,000	  	 	$	63,000	  	 	$	22,050	  	 	$	85,050	  
	 12 tbd
	 		 	 	60,000	  	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	0.26	  	 	$	5,000	  	 	$	0	  	 				 	$	0	  	 	$	0	  	 	$	0	  	 	$	0	  	 	$	0	  
	 13 tbd
	 		 	 	60,000	  	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	0.26	  	 	$	5,000	  	 	$	0	  	 				 	$	0	  	 	$	0	  	 	$	0	  	 	$	0	  	 	$	0	  
	 14 tbd
	 		 	 	60,000	  	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	0.26	  	 	$	5,000	  	 	$	0	  	 				 	$	0	  	 	$	0	  	 	$	0	  	 	$	0	  	 	$	0	  
	 15 tbd
	 		 	 	60,000	  	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	0.26	  	 	$	5,000	  	 	$	0	  	 				 	$	0	  	 	$	0	  	 	$	0	  	 	$	0	  	 	$	0	  
		 		 				 				 				 				 				 				 				 				 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 	 	  
	  
	 
		 		 				 				 				 				 				 				 				 				 	$	204,413	  	 	$	50,195	  	 	$	51,315	  	 	$	67,017	  	 	$	372,940	  	 	$	112,569	  	 	$	485,508	  
		 		 	 	FTE	  	 	 	7.56	  	 	 	4.89	  	 	 	5.56	  	 	 	5.56	  	 	 	5.89	  	 				 				 				 				 				 				 				 				 			

  

													
	Other Items	  	Direct	 	  	Indirect	 	  	Total	 
	 Supplies
	  	$	140,933	  	  	$	49,326	  	  	$	190,259	  
	 Travel
	  	$	10,000	  	  	$	3,500	  	  	$	13,500	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Subtotal
	  	$	150,933	  	  	$	52,826	  	  	$	203,759	  
	 Personnel
	  	$	372,940	  	  	$	112,569	  	  	$	485,508	  
	 Total
	  	$	523,872	  	  	$	165,395	  	  	$	689,267	  
	 2 Yr Total
	  	$	1,422,350	  	  	$	401,363	  	  	$	1,823,713	  

 Workplan for Dartmouth Contract 
  

			
	 [***]
	  	J. Shaw, D. Olson, Summer A
	 [***]
	  	J. Zhang
	 [***]
	  	J. McBride, K. Deleault, Postdoc A
	 [***]
	  	S. Rogers
	 [***]
	  	X. Shao, M. Laser
	 [***]
	  	K. Podkaminer, S. All, Summer B
	 [***]
	  	J. Bardsley, C. Liu, P. Thorne, Summer C, Summer D









 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. 
  

 Attachment B. Workplan 
 Work supported by this subcontract is to be carried out in Professor Lynd’s laboratories at the Thayer School, and will be directed jointly by Dr. Lynd and Mascoma Vice President of Research and
Development David Hogsett. The effort mounted at Dartmouth will be larger and broader until August of 2006, when most non-students supported by the contract will move to Mascoma’s new facilities in Centerra. Once the Mascoma facility at
Centerra is operational, complementary work is expected to proceed there directed toward goals that are also being pursued by personnel remaining at Dartmouth. For at least some of the goals listed below, funding made available through this research
agreement is expected to be augmented by funding from other governmental sources (e.g. DOE Energy Biosciences Program, NIST), potentially including funding not yet in hand. 
 Over the period of this research agreement, Mascoma expects to perform laboratory R&D work directed toward 8 goals as listed below. Names of existing members of the Lynd group who are expected to be
involved with the various objectives are also indicated. It is anticipated that some additional staffing will be added. Work supported by the Dartmouth research agreement will be carried out pursuant to all but one of these goals, with some aspects
of pursuing each of the goals expected to be carried out exclusively by Mascoma. Background information relevant to the work outlined below may be found in recent references from the Lynd group (1, 2, 3). 

Goal 1. [***] 
 Goal 2. [***] 

Goal 3. [***] 
 Goal 4. [***] 








 PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. 
  

 Goal 5. [***] 
 Goal 6. [***] 
 Goal 7. [***] 
 Goal 8. Deployment support. 
 [***] 

References 
  

	 	1.	Lynd, L.R., P.J. Weimer, W.H. van Zyl, I.S. Pretorius. 2002. Microbial cellulose utilization: fundamentals and biotechnology. Microbiol. Mol. Biol. Rev. 66:506- 577.


  

	 	2.	Lynd, L.R., W. H. van Zyl, J.E. McBride, and M. Laser. 2005. Consolidated bioprocessing of cellulosic biomass: an update. Curr. Opin. Biotechnol. 16:577- 583.


  

	 	3.	Lynd, L.R., Weimer, P.J., Wolfaardt, G., Zhang, Y-H.P. “Cellulose hydrolysis by Clostridium thermocellum: A Microbial Perspective.” In: Kataeva I.A.,
ed. Cellulosome. Nova Science Publishers, Inc., Hauppauge, NY, USA. In press.