Fourth Amendment, dated July  1, 2009, to the Contract Research Agreement



 EXHIBIT 10.5 
 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended. 
 FOURTH AMENDMENT TO THE 
 CONTRACT RESEARCH AGREEMENT 
 This FOURTH AMENDMENT TO THE CONTRACT RESEARCH
AGREEMENT (the “Amendment”) is made and entered into by and between AGRIGENETICS, INC., a Delaware corporation having its principal place of business at 9330
Zionsville Road, Indianapolis, Indiana 46268 (“Agrigenetics”) and EXELIXIS PLANT SCIENCES, INC., a Delaware corporation having its principal place of business at
16160 SW Upper Boones Ferry Road, Portland, Oregon 97224 (“EPS”). Agrigenetics and EPS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. 
 RECITALS 
 A.
Agrigenetics, Mycogen Corporation, EPS and Exelixis, Inc. (“Exelixis”) are parties to a Contract Research Agreement effective as of September 4, 2007, as amended by the First Amendment effective as of January 1, 2008,
the Second Amendment effective as of October 27, 2008 and the Third Amendment effective as of July 1, 2009 (the “Agreement”), under which Agrigenetics engaged EPS to conduct certain research pursuant to a Research Plan.

 B. Agrigenetics and EPS desire to amend the Agreement in accordance with Section 14.10 of the Agreement to expand the Research
Budget to include funding by Agrigenetics for [ * ]. 
 NOW, THEREFORE, the Parties agree as follows:

  

	1.	FOURTH AMENDMENT OF THE AGREEMENT 

 The parties hereby agree to amend the terms of the Agreement as provided below, effective as of July 1, 2009 (the “Fourth Amendment Effective
Date”). Where the Agreement is not explicitly amended, the terms of the Agreement will remain in force. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the same meanings as such terms are given in
the Agreement. 
  

	 	1.1	Section 2.7 is amended by adding the following sentence to the end of such section: 

 “As of the Fourth Amendment Effective Date, EPS is performing Innovation Program No. 1 and has received approval to perform Innovation Program
No. 2. The Parties hereby agree that [ * ]. As such, the rights and obligations of the Parties that pertain to Key Personnel, including without limitation the rights and obligations set forth in Article 8 of this Agreement, shall apply to such
individuals.” 








	 	1.2	Section 8.9 is added to the Agreement to read in its entirety as follows: 

 “8.9 [ * ]: 
 Pursuant to the FOURTH AMENDMENT TO
THE CONTRACT RESEARCH AGREEMENT EFFECTIVE AS OF JULY 1, 2009 (the “Fourth Amendment”), EPS agrees to hire [
* ]. The attached Exhibit 2B provides a description of the [ * ]. The Parties hereby agree that [ * ]. As such, the rights and obligations of the Parties that pertain to Key Personnel, including without limitation the rights and obligations set
forth in Article 8 of this Agreement, shall apply to such individuals. While Agrigenetics desires EPS to [ * ], EPS may hire people for such positions in its discretion based on program needs as long as [ * ]. [ * ] as is specified below in
Section 6.2(a), as amended by the Fourth Amendment. Agrigenetics acknowledges that EPS is currently in active discussions regarding [ * ] and the Parties agree that neither EPS or Agrigenetics will [ * ] while such [ * ] discussions are
ongoing. However, should such [ * ] discussions cease, EPS may immediately [ * ]. In the event that [ * ], EPS shall have no obligation to [ * ].” 
  

	 	1.3	Section 6.2(a)(i)(3) is amended by adding the following sentence: 

 “Pursuant to the Second Amendment to this Agreement, Agrigenetics shall pay EPS [ * ] on or before [ * ]. Agrigenetics shall make an additional payment of [ * ] to EPS within [ * ] of receipt of an invoice from
EPS with respect to the [ * ]. Agrigenetics shall pay EPS [ * ] on or before each of [ * ].” 
  

	 	1.4	Section 6.2(a)(i)(4) is replaced in its entirety with the following: 

 “(4) the Estimated Annual FTE Payment for the fourth Contract Year shall be [ * ] for the approximately [ * ] FTEs engaged in
the Research Program; and” 
  

	 	1.5	Section 6.2(a)(i)(5) is replaced in its entirety with the following: 

 “(5) the Estimated Annual FTE Payment for the fifth Contract Year shall be [ * ] for the approximately [ * ] FTEs engaged in
the Research Program.” 
  

	2.	MISCELLANEOUS 

  

	 	2.1	Full Force and Effect. This Amendment amends the terms of the Agreement and is deemed incorporated into the Agreement. The provisions of the Agreement, as amended by this
Amendment, remain in full force and effect. 

  

 2. 
 [ * ] =
Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 










	 	2.2	Entire Agreement. The Transactional Agreements, including the Agreement as amended by this Amendment, set forth the entire understanding of the parties hereto relating
to the subject matter thereof and supersede all prior agreements and understandings among or between any of the parties hereto relating to the subject matter thereof. 

  

	 	2.3	Counterparts. This Amendment may be executed in two (2) counterparts, each of which shall constitute an original and both of which, when taken together, shall constitute
one agreement. The exchange of a fully executed Amendment (in counterparts or otherwise) by electronic transmission, including by email, or facsimile shall be sufficient to bind the Parties to the terms and conditions of this Amendment.


 [Signature page follows] 
  

 3. 
 [ * ] =
Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 









 IN WITNESS WHEREOF, Agrigenetics and
EPS have executed this Amendment by their respective duly authorized representatives as of the Fourth Amendment Effective Date. 
  

									
	AGRIGENETICS, INC.	 		 	EXELIXIS PLANT SCIENCES, INC.
					
	By:	 	/s/ Daniel R. Kittle	 		 	By:	 	/s/ George Scangos
		 	Daniel R. Kittle, Ph.D.	 		 	Name:	 	George Scangos
		 	Vice President	 		 	Title:	 	President and
		 		 		 		 	Chief Executive Officer

  

 [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities
and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 








 Exhibit 2B 
 [ * ] 
  

 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.