exv10w29






Exhibit 10.29



Pages where confidential treatment has been requested are stamped ‘Confidential Treatment Requested and the Redacted
Material has been separately filed with the Commission,’ and the confidential section has been marked as follows: [***].




Enabling Technology License Agreement









 









 




Table of Contents




	 	 	 	 	 

	1. DEFINITIONS
	 	 	4	 
	 
	 	 	 	 
	2. CONVEYANCE OF RIGHTS
	 	 	9	 
	2.1. License to Ceres: Monsanto Enabling Technologies
	 	 	 9	 
	2.2. License to Ceres: restriction on license
	 	 	11	 
	 
	 	 	 	 
	3. FINANCIAL PROVISIONS
	 	 	11	 
	3.1. Royalties
	 	 	11	 
	3.2. Certain Transactions
	 	 	11	 
	 
	 	 	 	 
	4. INTELLECTUAL PROPERTY
	 	 	12	 
	4.1. Ownership of Existing Intellectual Property
	 	 	12	 
	4.2. Ownership of Developed Intellectual Property
	 	 	12	 
	4.3. Patent Prosecution and Maintenance of Joint Patents
	 	 	12	 
	4.4. Cooperation
	 	 	12	 
	4.5. Costs
	 	 	13	 
	4.6. Patent Litigation: Right to Bring Suit
	 	 	13	 
	4.7. Interference Proceedings Between Ceres and Monsanto
	 	 	13	 
	4.8. Confidential Treatment
	 	 	13	 
	 
	 	 	 	 
	5. CONFIDENTIALITY
	 	 	13	 
	5.1. Confidential Information:
	 	 	13	 
	5.2. Confidentiality and Limited Use:
	 	 	13	 
	5.3. Exceptions to Classification as Confidential:
	 	 	14	 
	5.4. Specific Information:
	 	 	15	 
	5.5. Disclosures to Personnel:
	 	 	15	 
	5.6. Return of Confidential Information:
	 	 	15	 
	5.7. Confidential Status of Agreement:
	 	 	15	 
	5.8. Disclosure to Third Parties
	 	 	15	 
	5.9. Publications
	 	 	16	 
	 
	 	 	 	 
	6. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
	 	 	17	 
	6.1. Monsanto
	 	 	17	 
	6.2. Ceres
	 	 	18	 
	 
	 	 	 	 
	7. INDEMNIFICATION; LIMITATION OF LIABILITY
	 	 	19	 
	7.1. GENERAL -CERES
	 	 	19	 
	7.2. GENERAL -MONSANTO
	 	 	19	 
	7.3. LIMITATION OF LIABILITY
	 	 	20	 
	7.4. REMEDIES NOT EXCLUSIVE
	 	 	20	 
	 
	 	 	 	 
	8. TERM AND TERMINATION
	 	 	20	 
	8.1. Term
	 	 	20	 
	8.2. Termination: Change of Control or Assignment of Ceres
	 	 	21	 
	8.3. Termination: Challenge of Patent Rights
	 	 	21	 
	8.4. Early Termination: Other Reasons
	 	 	21	 
	8.5. Effect of Termination of the Agreement
	 	 	22	 
	8.6. Survival
	 	 	22	 
	 
	 	 	 	 
	9. RECORDS; PAYMENT
	 	 	22	 
	9.1. Payments of Royalties
	 	 	22	 
	9.2. Books and Records
	 	 	23	 
	9.3. Late Payments
	 	 	24	 
	 
	 	 	 	 







			
	 	 	 
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	10. APPLICABLE LAW
	 	 	24	 
	10.1. Governing Law; Jurisdiction
	 	 	24	 
	 
	 	 	 	 
	11. DISPUTE RESOLUTION
	 	 	24	 
	11.1. General
	 	 	24	 
	11.2. Parties Shall Meet
	 	 	24	 
	11.3. CSOs/CEOs Shall Meet
	 	 	24	 
	11.4. Arbitration Trigger
	 	 	25	 
	11.5. Arbitration Rules
	 	 	25	 
	11.6. Agreements to Agree
	 	 	25	 
	 
	 	 	 	 
	12. MISCELLANEOUS PROVISIONS
	 	 	26	 
	12.1. Notices:
	 	 	26	 
	12.2. Assignability:
	 	 	26	 
	12.3. Severability:
	 	 	26	 
	12.4. Counterparts:
	 	 	27	 
	12.5. Headings:
	 	 	27	 
	12.6. Agreement References:
	 	 	27	 
	12.7. Exhibits:
	 	 	27	 
	12.8. Export Control:
	 	 	27	 
	12.9. Force Majeure:
	 	 	28	 
	12.10. Negation of Agency:
	 	 	28	 
	12.11. Other Requests:
	 	 	28	 
	12.12. Amendment and Waiver:
	 	 	29	 
	 
	 	 	 	 
	EXHIBIT A — AFFILIATES OF MONSANTO AND AFFILIATES OF CERES
	 	 	1	 
	 
	 	 	 	 
	EXHIBIT B — GLYPHOSATE PATENT RIGHTS
	 	 	1	 
	 
	 	 	 	 
	EXHIBIT C — VECTORS CONTAINING GLYPHOSATE TOLERANCE GENES
	 	 	1	 
	 
	 	 	 	 
	EXHIBIT D — MONSANTO ENABLING PATENT RIGHTS
	 	 	1	 
	 
	 	 	 	 
	EXHIBIT E — MATERIALS TRANSFER AGREEMENT
	 	 	1	 






			
	 	 	 
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THIS IS AN AGREEMENT by and between Ceres, Inc., a Delaware corporation, having its principal
place of business at 3007 Malibu Canyon Road, Malibu, California 90265 (“Ceres”) and Monsanto
Company, a Delaware corporation, having a principal place of business at 800 North Lindbergh
Boulevard, St. Louis, Missouri 63167 (“Monsanto”).



WHEREAS, Ceres has developed a genomics approach to build a broad and deep proprietary knowledge
base on many tens of thousands of plant genes, their functions and their regulatory systems, and is
applying this knowledge base to develop plant-based products for the seed, agrochemical, chemical,
pharmaceutical, and food, feed and fiber industries;



WHEREAS, Monsanto in the business of discovering, developing and commercializing genetically
improved plants;



WHEREAS, Monsanto and Ceres are contemplating establishing a collaboration, including equity
investment, collaborative research and licenses to Ceres technology, and certain licenses to
Monsanto patents and enabling technology;



NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the
parties agree as follows:




1. DEFINITIONS





	 	1.1.	 	Affiliate: with respect to any person or entity, any other person or
entity which directly or indirectly controls, is controlled by or is under common
control with such person or entity, during the term of such control. A person or
entity shall be deemed to be “controlled” by any other person or entity if such other
person or entity (i) possesses, directly or indirectly, power to direct or cause the
direction of the management and policies of such person or entity whether by contract
or otherwise, (ii) has direct or indirect ownership of more than 50% (in the aggregate)
of the voting power of all outstanding shares entitled to vote at a general election of
directors of the person or entity or (iii) has direct or indirect ownership of more
than 50% of the equity interests in a partnership or a limited liability company.
Further, Renessen LLC shall be considered to be a Monsanto Affiliate as long as
Monsanto owns 50% or more of Renessen LLC stock.
	 
	 	 	 	However, “Affiliate” where used in this Agreement with respect to either party, will
not include: i) any person or entity which directly or indirectly controls such
party as a result of a “Change of Control” (as defined hereinafter) with respect to
such party after the Effective Date; and ii) any person or entity that was an
Affiliate of the person or entity described in i) prior to the Change of Control
(collectively “Change of Control Affiliates”), except that “Affiliate” where used in
this Agreement in Articles 3.1.1 on royalties and 3.2 on certain transactions shall
include Change of Control Affiliates as of the date the Change of Control occurs
until they no longer qualify as Affiliates. Further, Pharmacia Corporation







			
	 	 	 
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	 	 	 	shall be treated as a Change of Control Affiliate as long as it is an Affiliate of Monsanto “Change of Control” shall be defined for the purpose of this article 1.1 as the
acquisition by a single or related entities either directly or indirectly, of (i)
the power to direct or cause the direction of the management and policies of a
party, whether by contract or otherwise, (ii) direct or indirect ownership of more
than 50% (in the aggregate) of the voting power of all outstanding shares entitled
to vote at a general election of directors of a party, (iii) direct or indirect
ownership of more than 50% of the equity interests in a party or (iv) direct or
indirect ownership of more than 50% of the assets of a party.
	 
	 	 	 	A list of Affiliates of Monsanto and Affiliates of Ceres as of the Effective Date is
included in Exhibit A. Each party agrees to inform the other party promptly
of any changes to its list of Affiliates.
	 
	 	 	 	Nothing in this Article 1.1 will affect either party’s rights under Article 12.2 on
Assignability. If a party to this Agreement assigns this Agreement and its rights
and obligations hereunder to a Third Party in accordance with Article 12.2, such
Third Party assignee will not be deemed a Change of Control Affiliate but will be a
party to this Agreement as of the date of such assignment, and the original party
assignor will be an Affiliate of the Third Party assignee.
	 
	 	1.2.	 	Berry Field: strawberries, blueberries and blackberries.
	 
	 	1.3.	 	Ceres Developed Product: any plant expressing a Trait or Traits
wherein the expression of such Trait or Traits results from activities conducted by
Ceres, (provided that such activities may be conducted by an Affiliate or pursuant to a
collaboration agreement with a Third Party or may be subcontracted), up to the stage of
Product Development, and any part or seed of such plant, and any product from any of
the foregoing.
	 
	 	1.4.	 	Ceres Exclusive Field: Traits or applications described in Subfields 9
and 10.
	 
	 	1.5.	 	Ceres Improvements: any improvements made by Ceres or an Affiliate of
Ceres directly to Monsanto Enabling Technologies provided by Monsanto pursuant to this
Agreement which Ceres or an Affiliate of Ceres has the right to license to Monsanto as
set forth in this Agreement. Improvements may or may not result in patentable subject
matter.
	 
	 	1.6.	 	Ceres Licensed Product: any plant, plant part, seed of a plant and any
products from any of the foregoing, or the process of making any of the above, or any
substance that interacts with any of the above, which, in the absence of a license,
would infringe at least one Valid Claim included within Monsanto Enabling Patent Rights
or Glyphosate Patent Rights.
	 
	 	1.7.	 	Ceres Patent Rights: any Patent Rights owned solely by Ceres or an
Affiliate of Ceres.







			
	 	 	 
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	 	Page 5






 









 






	 	1.8.	 	Ceres Sequence: a Sequence solely owned by Ceres or an Affiliate of
Ceres or covered by Ceres Patent Rights.
	 
	 	1.9.	 	Coding Sequence: a sequence comprising a full-length open reading
frame, or a fragment thereof, encoding a peptide or protein with a specific amino acid
sequence, or a peptide or protein so encoded.
	 
	 	1.10.	 	Drugs: any substance, article, compound, material or product that as
of the Effective Date or at any time thereafter would be classified as a “drug” under
the definition contained in 21 U.S.C. Section 321(g)(1), as such section was in effect
on the Effective Date.
	 
	 	1.11.	 	Effective Date: is defined in Article 8.1.
	 
	 	1.12.	 	Glyphosate Patent Rights: the patents and patent applications and any
and all patents maturing from applications that are divisionals, continuations or
continuations-in-part of these applications and any and all reissues or extensions of
any of the foregoing which are listed in Exhibit B.
	 
	 	1.13.	 	Glyphosate Tolerance Genes: the genes provided to Ceres in vectors
identified in Exhibit C.
	 
	 	1.14.	 	Immunoglobulin Field: plants that have been transformed to express
immunoglobulins.
	 
	 	1.15.	 	Licensed-in Patent Rights: any Patent Rights, including jointly owned
or controlled Patent Rights of Ceres, other than Ceres Patent Rights, to the extent
that Ceres or an Affiliate of Ceres has the right to license or sublicense such Patent
Rights to a Third Party.
	 
	 	1.16.	 	Licensed-in Sequence: a Sequence covered by Licensed-in Patent Rights
or a Sequence provided to Ceres or an Affiliate of Ceres by a Third Party which Ceres
or an Affiliate of Ceres has the right to license or sublicense to a Third Party.
	 
	 	1.17.	 	Monsanto Crops: the following plants based upon nomenclature as of
the Effective Date, any derivatives thereof and any plants resulting from crosses with
these plants or derivatives thereof:






	 	•	 	Cotton (Gossypium barbadense, Gossypium hirsutum, Gossypium
arboreum and Gossypium herbaceum);
	 
	 	•	 	Corn (Zea mays);
	 
	 	•	 	Rapeseed/Canola (Brassica napus/Brassica rapa), excluding vegetable
brassicas;
	 
	 	•	 	Soybean (Glycine max, Glycine soja); and
	 
	 	•	 	Wheat (Triticum aestivum).






	 	1.18.	 	Monsanto Exclusive Field: Traits or applications described in
Subfields 1, 2 3, 4a, and 6, but only for those Traits or applications in Monsanto
Crops.







			
	 	 	 
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	 	 	 	For the avoidance of doubt, the use of any Sequence originating from a plant which
is a Monsanto Crop in plants or crops which are not Monsanto Crops is not within the
Monsanto Exclusive Field.
	 
	 	1.19.	 	Monsanto Enabling Patent Rights: the patents and patent applications
and any and all patents maturing from applications that are divisionals, continuations
or continuations-in-part of these applications and any and all reissues or extensions
of any of the foregoing which are listed in Exhibit D.
	 
	 	1.20.	 	Monsanto Enabling Technologies: the technologies that fall within the
scope of the claims of the Monsanto Enabling Patent Rights.
	 
	 	1.21.	 	Non-Exclusive Field: Traits or applications described in Subfields
4b, 5, 7 and 8, but only for those Traits or applications in Monsanto Crops:
	 
	 	1.22.	 	Patent Rights: any patent application or issued patent in the United
States or any other country or jurisdiction, as well as any divisions, continuations,
continuations-in-part, reissues, reexaminations, extensions or other governmental
actions which extend any of the subject matter of such patent application or patent,
and any substitutions, confirmations, registrations, or revalidations of any of the
foregoing.
	 
	 	1.23.	 	Permitted Assignee: any entity other than the following entities: E.I
Dupont de Nemours and Company, Dow Chemicals Company, Aventis CropScience S.A., Advanta
Seeds BV, Société Coopérative Agricole Limagrain, Syngenta AG, Delta & Pineland
Company, BASF AG, Bayer AG and KWS Kleinwanzlebener Saatzucht AG, and any entity that
acquires (i) all or substantially all of one of the foregoing entities or (ii) a
division having revenues or net assets of at least $20 million dollars or at least 200
employees within any of the previously named entities that develops, produces, markets,
and sells, plant protection products, seed and other plant propagation products, or
other technologies that are useful for the production or modification of Monsanto
Crops.
	 
	 	1.24.	 	Regulatory Sequence: a sequence, such as a promoter, that regulates
the level of transcription, stability of the transcript or translation of a Coding
Sequence in a specific way.
	 
	 	1.25.	 	Regulatory Submission: a submission to the appropriate regulatory
agency in any one of the United States or the European Union of a properly completed
application (together with all required supplementary materials and supporting data)
meeting all applicable requirements for approval that, if approved by the agency, would
permit commercialization of the plant product without filing any additional
applications or submitting any additional supporting data or other supplemental
materials. If the submission meets the requirements set forth above, then whether or
not the agency approves of the plant product is not relevant in determining whether
Regulatory Submission has been achieved. If no Regulatory Submission is required, then
the plant product shall be deemed to have achieved Regulatory Submission if it has been
commercially sold.







			
	 	 	 
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	 	1.26.	 	Sequences: Coding Sequences and Regulatory Sequences.
	 
	 	1.27.	 	Signature Date: the date on which this Agreement is signed by the last party to sign it.
	 
	 	1.28.	 	Subfields:






	 	1.28.1.	 	Subfield 1: Agronomic Traits: Traits that improve the performance of a
crop in such a way that value is identified and captured primarily at the farm
level, except that any Traits that fall within Subfield 5 or Subfield 10 are
specifically excluded from this Subfield;
	 
	 	1.28.2.	 	Subfield 2: Cotton Fiber Enhancement: improvement in characteristics of the
fibers of Cotton plants;
	 
	 	1.28.3.	 	Subfield 3: Composition Traits: altered levels or improved processability
of protein, oil, carbohydrate or fiber components found naturally occurring at
2.0% by weight or greater in a given Monsanto Crop. However, any components
which fall within Subfield 4a, 4b or 7 are specifically excluded from this
Subfield.
	 
	 	1.28.4.	 	Subfield 4a: Food, Food Ingredient, Feed, Nutritional Traits: altered
levels of components naturally occurring in any Monsanto Crop at 0.15% by
weight or greater but less than 2.0%, by comparison to Reference Standard
Varieties, including, regardless of naturally occurring levels, altered
expression of any tocopherol, any lignin, sitosterol, campesterol,
stigmasterol, sitostanol, campestanol, stigmastanol, alanine, cysteine,
aspartic acid, glutamic acid, phenylalanine, glycine, leucine, proline,
arginine, serine, valine, tyrosine, threonine, isoleucine, lysine, tryptophan,
methionine, histidine, glutamine, glutamate, aspartate, asparagines, beta
carotine, alpha carotine, lutein, zeaxanthin, beta-cryptoxanthin, lycopene,
galactose, glucose, fructose, sucrose, stachyose, raffinose, arabinose, alpha
linolenic acid (delta 9, 12, 15), or steridonic acid (delta 6, 9, 12, 15), all
for human or animal food, food ingredient, feed or nutritional applications.
However, any components which fall within Subfield 7 are specifically excluded
from this Subfield.
	 
	 	1.28.5.	 	Subfield 4b: Food, Food Ingredient, Feed, Nutritional Traits: expression or
production of components not naturally occurring in any Monsanto Crop, or
altered levels of components naturally occurring in a given Monsanto Crop below
0.15% by weight by comparison to Reference Standard Varieties, all for human
or animal food, food ingredient, feed or nutritional applications. However,
any components which fall within Subfield 4a or Subfield 7 are specifically
excluded from this Subfield.
	 
	 	1.28.6.	 	Subfield 5: Glyphosate target discovery and glyphosate herbicide tolerance:
identification of molecules, sites or cellular constituents of







			
	 	 	 
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	 	 	 	plants with which glyphosate interacts and the use of such information to alter a plant’s
tolerance to glyphosate;
	 
	 	1.28.7.	 	Subfield 6: Improvement of biofuel applications: modification of plants to
enhance their effectiveness as sources of fuels or as substitutes for fuels.
	 
	 	1.28.8.	 	Subfield 7: Expression and production of human or animal therapeutics or
vaccines regulated in the United States as Drugs.
	 
	 	1.28.9.	 	Subfield 8: Expression and production of components in plants. However, any
component in Subfields 1, 2, 3, 4a, 4b, 5, 6, 7, and 10 are specifically
excluded from this Subfield.
	 
	 	1.28.10.	 	Subfield 9: any application in Monsanto Crops other than Subfields 1, 2, 3,
4a, 4b, 5, 6, 7, 8 and 10, and any and all applications in any crop other than
the Monsanto Crops.
	 
	 	1.28.11.	 	Subfield 10: Non-glyphosate herbicide target discovery and herbicide
tolerance: identification of molecules, sites or cellular constituents with
which a herbicidal chemical interacts and the use of such information to
enhance a plant’s tolerance or susceptibility to that herbicidal chemical in
any crop, that do not fall in Subfield 5;






	 	1.29.	 	Third Party: any party other than Ceres and Monsanto or an Affiliate
of either.
	 
	 	1.30.	 	Trait: a phenotype associated with a Sequence or group of Sequences
modified in or inserted into a plant, or with a Sequence or group of Sequences the
expression of which is altered in a plant through transformation, breeding or other
methods.
	 
	 	1.31.	 	Valid Claim: a claim of a patent which has been maintained and has
not expired and which has not been declared invalid or unenforceable by a competent
court or authority in a final judgment against which no appeal to a court or authority
having mandatory jurisdiction is possible or the term for any such appeal has expired
without the appeal being filed, or a pending claim of a patent application (unless an
identical claim has been declared invalid or unenforceable in the same jurisdiction on
a basis applicable to the pending claim).





2. CONVEYANCE OF RIGHTS 





	 	2.1.	 	License to Ceres: Monsanto Enabling Technologies
Subject to the terms and conditions of this Agreement, including but not limited to
Article 8.2, Monsanto grants to Ceres and Ceres Affiliates under Monsanto’s and
Monsanto Affiliates’ interest in Monsanto Enabling Patent Rights, (a) a worldwide
non-exclusive license to use Monsanto Enabling Technologies outside the Monsanto
Exclusive Field, the Berry Field and the Immunoglobulin Field, and (b) a worldwide
non-exclusive license to develop, make, have made, import, use, sell, have sold and
offer to sell: i) plants that have been developed with the use of






			
	 	 	 
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	 	 	 	Monsanto Enabling
Technologies that contain Traits outside the Monsanto Exclusive Field, the Berry
Field and the Immunoglobulin Field and; ii) products produced from such plants,
provided that such license shall not include the right to commercialize Drugs prior to September 1, 2002. Ceres and Ceres Affiliates shall
not have the right to grant sublicenses under the license granted by this Article to
Third Parties to use Monsanto Enabling Technologies (including the right to
transform plants with vectors supplied by Ceres or Ceres Affiliates), but shall have
the limited right to grant sublicenses under the license granted by this Article to
Third Parties (i) to propagate, grow, harvest, use, sell, have sold and offer to
sell plants that both contain Ceres Sequences or Licensed-in Sequences and have been
developed or transformed by Ceres or Ceres Affiliates with the use of Monsanto
Enabling Technologies including progeny of such plants, and (ii) to make, have made,
import, use, sell, have sold and offer to sell products produced from such plants
that contain Ceres Sequences or Licensed-in Sequences and progeny of such plants;
further provided that in case of Licensed-In Sequences, then any such sublicense
under this Article shall not be exclusive to the provider of the Licensed-In
Sequences. Ceres and Ceres Affiliates shall be responsible for maintaining
sufficient records on the use of Monsanto Enabling Technology so that plants can be
identified. Ceres or Ceres Affiliates will notify Monsanto in writing as soon as
reasonably possible after the grant of any sublicense of the name and address of the
sublicensee, the scope of the sublicense and the Monsanto Enabling Technologies
covered by this Agreement which are included in the sublicense. Ceres agrees to
grant and hereby grants a royalty-free, nonexclusive, worldwide license, with the
right to grant sublicenses, to Monsanto and Monsanto Affiliates to any Ceres
Improvements.






	 	2.1.1.	 	License to Ceres for research purposes only: Monsanto Enabling Technology.
	 
	 	 	 	Subject to the terms and conditions of this Agreement, Monsanto grants to
Ceres and Ceres Affiliates under Monsanto’s and Monsanto Affiliates’
interest in Monsanto Enabling Patent Rights, a worldwide non-exclusive
royalty-free license to use Monsanto Enabling Technologies in the Monsanto
Exclusive Field for research purposes in Contract Projects only.
	 
	 	2.1.2.	 	License to Ceres for research purposes only: Glyphosate resistance
Subject to the terms and conditions of this Agreement, including, but not
limited to Article 8.2, Monsanto grants to Ceres and Ceres Affiliates under
Monsanto’s and Monsanto Affiliates’ interest in Glyphosate Patent Rights a
U.S. only, a non-exclusive license to use Glyphosate Tolerance Genes in
Arabidopsis for research purposes only.
	 
	 	2.1.3.	 	Biological Materials
	 
	 	 	 	Monsanto agrees to provide Ceres within thirty (30) days of any reasonable
request by Ceres, to the extent available, representative samples of
materials and data necessary and useful for Ceres to exercise and enjoy any
of the rights and licenses granted to Ceres pursuant to Article 2.1. Any
such deliveries of Biological Materials to Ceres from













	 	 	 

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	 	 	 	Monsanto shall be subject to a materials transfer agreement in the form set forth in Exhibit E.
	 
	 	2.2.	 	License to Ceres: restriction on license
	 
	 	 	 	Nothing in this Agreement shall be construed as granting a license under any
Monsanto or Monsanto Affiliates patents other than Glyphosate Patent Rights and
Monsanto Enabling Patent Rights. No license is granted in this Agreement to any
Ceres Licensed Product which infringes a Monsanto or Monsanto Affiliate patent that
is not included in Glyphosate Patent Rights or Monsanto Enabling Patent Rights.





3. FINANCIAL PROVISIONS





	 	3.1.	 	Royalties






	 	3.1.1.	 	Royalties to Monsanto for Monsanto Enabling Technologies
	 
	 	 	 	Royalties for Monsanto Enabling Technologies shall be paid as a percent of
Ceres Net Revenue as defined below. These royalties are cumulative.





	 	 	 	 	 
	Monsanto Enabling Technology	 	Royalty Rate	 
	35S Promoter
	 	 	[***]	%
	NPT2 Antibiotic Resistance Gene
	 	 	[***]	%
	Agrobacterium Transformation
	 	 	[***]	%
	Antisense
	 	 	[***]	%







	 	 	 	Ceres Net Revenue means all revenues received by Ceres or Ceres Affiliates
from a Third Party for the sale of a Ceres product that, but for the license
granted in Article 2.1, infringes a Valid Claim of Monsanto Enabling Patent
Rights, after deduction of the following items, provided and to the extent
such items are actually incurred and do not exceed reasonable and customary
amounts in each market in which such sales occurred: (i) trade and quantity
discounts and rebates; (ii) customer rebates; (iii) credits or allowances
made for rejection or return of previously licensed product; (iv) any tax or
government charge levied on the sale, such as value added tax (but not
including income tax); (v) any charges for freight or insurance.






	 	3.2.	 	Certain Transactions
	 
	 	 	 	If Ceres or Ceres Affiliates sell, license, transfer, provide or otherwise make
available to any Third Party any products, services, technology, Patent Rights or
any other intellectual property or proprietary rights that are subject to the
royalty provisions of this Article 3: (a) in return for non-cash consideration or
(b) in a transaction that is not a arm’s length commercial transaction; then the
applicable royalties due under this Agreement shall be based on (i) with respect to
(a) above, the fair market value of such non-cash consideration and (ii) with
respect to (b) above, the list price for such products, services, technology, Patent
Rights or any










			
	 	 	 
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Confidential Treatment Requested and the Redacted Material has been separately filed with the
Commission.
	 	 	









 









 









	 	 	 	other intellectual property or proprietary rights or, if there is no applicable
list price, then the average price normally charged by such party in an arms length
transaction to independent Third Parties making similar quantity commitments (if
applicable). Notwithstanding the above, it is understood and agreed that if Ceres
receives only cash consideration and no non-cash consideration and there is no
dispute that the transaction is an arm’s length transaction, then the sufficiency of
such consideration may not be an issue subject to arbitration.





4. INTELLECTUAL PROPERTY





	 	4.1.	 	Ownership of Existing Intellectual Property
	 
	 	 	 	Ownership of and intellectual property rights in and to Monsanto Enabling Technology
and Glyphosate Tolerance Genes, and biological material related to any of the
foregoing remain unchanged by this Agreement.
	 
	 	4.2.	 	Ownership of Developed Intellectual Property
	 
	 	 	 	As between the parties, ownership of intellectual property rights on all inventions
conceived after the Effective Date of this Agreement shall vest as follows:
Inventions first conceived solely by one or more employees and/or contractors of
Monsanto shall belong solely to Monsanto (“Monsanto Patents”); (ii) inventions first
conceived solely by one or more employees and/or contractors of Ceres shall belong
solely to Ceres (“Ceres Patents”); and (iii) inventions first conceived or
discovered by one or more employees and/or contractors of Ceres jointly with one or
more employees and/or contractors of Monsanto shall belong jointly to Monsanto and
Ceres (“Joint Patents”). Each owner of any Joint Patents shall be free to exploit
and non-exclusively license its undivided interest in such Joint Patents without a
duty to account to the other owner, subject to the license grants in this Agreement.
Inventorship shall be determined in accordance with United States patent laws.
	 
	 	4.3.	 	Patent Prosecution and Maintenance of Joint Patents
	 
	 	 	 	The parties shall agree upon an outside law firm who shall prepare, file, prosecute
and maintain Joint Patents under the joint instructions of the parties. All costs
shall be shared equally. In the event Ceres or Monsanto elects not to share or
continue to share such costs of prosecution of a filed application for a Joint
Patent or maintenance costs for an issued Joint Patent, it shall notify the other
party not less than two (2) months before any relevant deadline, and the other party
shall have the right to assume sole control over the prosecution of such filed
application for a Joint Patent or maintenance of such issued Joint Patent at its
sole cost and expense. In such event, the party which assumes such control shall
solely have title to such Joint Patent and the other party agrees to execute the
appropriate documents to assign such patent to the other party.
	 
	 	4.4.	 	Cooperation
	 
	 	 	 	Each party agrees to reasonably cooperate with the other in preparing and executing
any documents necessary or useful to obtain patent protection on any invention that
is subject to this Agreement in any country in the world.






			
	 	 	 
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	 	4.5.	 	Costs
	 
	 	 	 	[***]
	 
	 	4.6.	 	Patent Litigation: Right to Bring Suit






	 	4.6.1.	 	Each party shall have the sole power to institute and prosecute at its own
discretion and expense suits for infringement of their respective Patent
Rights.






	 	4.7.	 	Interference Proceedings Between Ceres and Monsanto
	 
	 	 	 	In the event an interference proceeding involving any Patent Rights of Ceres and any
Patent Rights of Monsanto is commenced in any government patent office, the parties
agree to negotiate in good faith to settle such proceeding.
	 
	 	4.8.	 	Confidential Treatment
	 
	 	 	 	All information disclosed under this Article shall be treated as Confidential
Information under Article 5.





5. CONFIDENTIALITY





	 	5.1.	 	Confidential Information
	 
	 	 	 	It is anticipated that it will be necessary, in connection with their obligations
under this Agreement, for Ceres and Monsanto, and Affiliates of either party, to
disclose to each other confidential proprietary business and/or technical
information (“Confidential Information”) relating to their respective businesses,
products and technologies. The Confidential Information shall include information
disclosed in writing or other tangible form, including samples of materials.
	 
	 	5.2.	 	Confidentiality and Limited Use






	 	5.2.1.	 	General
	 
	 	 	 	With respect to all Confidential Information, both Ceres, Inc. and Monsanto
Company agree (and shall cause their respective Affiliates to agree) as
follows, it being understood that “recipient” indicates the party receiving
the confidential, proprietary information from the other “disclosing” party.
Confidential Information disclosed to the recipient shall remain the
property of the disclosing party and shall be maintained in confidence by
the recipient and, subject to Article 5.8, shall not be disclosed by the
recipient to any Third Party of the recipient for purposes contemplated in
this Agreement and, further, shall not be used except for purposes
contemplated in this Agreement. All confidentiality and limited use
obligations with respect to the Confidential Information as set forth in this Article 5 shall terminate five (5) years from the end of the Program
Term. Except as expressly provided in Article 2, no licenses, express or












			
	 	 	 
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Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.
	 	 	 








 









 









	 	 	 	implied, are granted to the recipient in connection with any
Confidential Information of the disclosing party.
	 
	 	5.2.2.	 	Exceptions to Disclosure of Confidential Information
	 
	 	 	 	Notwithstanding any provision to the contrary, and without granting any
right or license, a party may disclose the Confidential Information of the
other party: (i) to the extent required by an order of a court or other
government body or as otherwise required by or in compliance with law or
regulations; provided that the disclosing party provides the other party
with prior written notice of such disclosure and takes reasonable measures
to obtain confidential treatment thereof; (ii) in confidence to attorneys,
accountants, banks and financial sources and their advisors; or (iii) in
confidence, in connection with a license, sublicense, merger or acquisition,
permitted by this Agreement. The Parties may respond to inquiries from
governmental authorities. Any such disclosure shall be accompanied by an
instruction in writing that the terms and substance of the Enabling
Technology License Agreement constitute confidential business information
and are not to be disclosed to others except as may be required by law.






	 	5.3.	 	Exceptions to Classification as Confidential
	 
	 	 	 	The recipient’s obligations of confidentiality and limited use shall not apply to
any of the disclosing party’s Confidential Information which the recipient can
demonstrate:






	 	5.3.1.	 	Publicly Available
	 
	 	 	 	as of the date of disclosure is publicly available by publication or other
documented means or later becomes likewise publicly available through no act
or fault of recipient or any of its Affiliates; or
	 
	 	5.3.2.	 	Already Known
	 
	 	 	 	is already rightfully known to recipient without an obligation of
confidentiality before receipt from the disclosing party, as evidenced by
recipient’s contemporaneous records; or
	 
	 	5.3.3.	 	Third Party Disclosure
	 
	 	 	 	is made known to recipient by a Third Party who did not obtain it directly
or indirectly from the disclosing party and who does not obligate recipient
to hold it in confidence; or
	 
	 	5.3.4.	 	Independent Development
	 
	 	 	 	is independently developed by recipient without the use of or reference to
any of the disclosing party’s Confidential Information, as evidenced by
contemporaneous documentation.






			
	 	 	 
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	 	5.4.	 	Specific Information
	 
	 	 	 	Specific information shall not be deemed to be within any of these exclusions merely
because it is embraced by more general information falling within these exclusions.
	 
	 	5.5.	 	Disclosures to Personnel
	 
	 	 	 	Recipient agrees to advise those of its officers, directors, stockholders,
employees, associates, agents, consultants, and Affiliates who become aware of the
disclosing party’s Confidential Information, of these confidentiality and limited
use obligations and agrees, prior to any disclosure of such Confidential Information
to such individuals or entities (which disclosure shall only be made to those
individuals or entities who have a “need to know” in connection with this
Agreement), to make them bound by obligations of confidentiality and limited use of
at least the same stringency as those contained in this Agreement.
	 
	 	5.6.	 	Return of Confidential Information
	 
	 	 	 	Upon termination of the Program or this Agreement, all originals, copies and
embodiments of the disclosing party’s Confidential Information in written, other
tangible or electronic form will be returned to the disclosing party by recipient or
destroyed by recipient, except to the extent that it is the subject of a continuing
license or other right of use as provided in this Agreement. One (1) copy of each
document may be retained in the custody of the recipient’s legal counsel solely to
provide a record of what disclosures were made.
	 
	 	5.7.	 	Confidential Status of Agreement
	 
	 	 	 	The terms and existence of this Agreement shall be deemed to be Confidential
Information and shall be dealt with according to the confidentiality requirements of
this Article, except to the extent necessary to comply with any applicable law or
government regulation. Both parties agree, furthermore, that neither party will
make public disclosures concerning other specific terms of this Agreement without
obtaining the prior written consent of the other party, which consent shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, within thirty (30)
days after execution of this Agreement (and thereafter at such times as Ceres or
Monsanto may request), Ceres and Monsanto agree to issue a mutually agreed upon
press release announcing the execution of this Agreement and the basic terms hereof.
Once any written statement is approved for disclosure by both parties, either party
may make subsequent public disclosures of the contents of such statement without the
further approval of the other party.
	 
	 	5.8.	 	Disclosure to Third Parties






	 	5.8.1.	 	Consultants and Contractors
	 
	 	 	 	The recipient will be permitted to share the disclosing party’s Confidential
Information with Third Parties who are obligated by written agreement (a) to
keep the recipient’s and the disclosing party’s Confidential Information
confidential on terms at least as restrictive as this Article 5, (b) not to
disclose any such Confidential Information to any other person or entity and
(c) to assign or exclusively license all of its rights in any inventions






			
	 	 	 
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	 	 	 	and discoveries arising from such Confidential Information to the party to
the agreement (either Monsanto or Ceres). Upon a disclosing party’s
request, the recipient will inform the disclosing party which Third Parties
have been given access to the disclosing party’s Confidential Information.






	 	5.8.2.	 	Investors
	 
	 	 	 	Either party may disclose Confidential Information related to the Program to
current and future investors and other sources and potential sources of
financing on a “need to know” basis under circumstances that reasonably
ensure the confidentiality thereof or to the extent required by law. With
respect to Confidential Information generated from the Program, such
investors and other sources of financing are to be given a summary of such
Confidential Information, including, without limitation, a summary of patent
information, which the investors and other sources of financing can use for
investment and financing purposes only. Such summaries shall be reviewed
and approved by the other party prior to any such disclosure, and such
approval shall not be unreasonably withheld or delayed. The party making the
disclosure shall make reasonable efforts to provide such summaries in
reasonable advance of any need to disclose such summaries. While the other
party’s approval will be deemed to have been given unless that party
notifies the requesting party of its disapproval within ten (10) days after
receipt of the summary, the parties agree to extend this time period if
practicable upon request, provided such extension of time does not delay,
jeopardize or otherwise adversely affect the investment or financing.






	 	5.9.	 	Publications
	 
	 	 	 	It is expected that each party may wish to publish the results of its research under
this Agreement. Contributions by the other party shall be acknowledged in any
publication by the publishing party. In order to safeguard intellectual property
rights, the party wishing to publish or otherwise publicly disclose material which
describes or otherwise discloses the other party’s Confidential Information shall
first submit a draft of any proposed manuscript to the other party for review,
comment and consideration of appropriate patent application preparation activity at
least sixty (60) days prior to any submission for publication or other public
disclosure. The other party will advise the party seeking publication as to whether
a patent application will be prepared and filed or whether Confidential Information
should be removed from the disclosure. The parties will, in cooperation, determine
the appropriate timing and content of any such publications. The other party can,
in its discretion, request that the publishing party delay publication for a
reasonable time period for the purpose of preparation of an appropriate patent
application(s).






			
	 	 	 
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6. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS





	 	6.1.	 	Monsanto
	 
	 	 	 	“To the Knowledge of Monsanto” as used in this
Article 6.1 shall mean: to the actual
knowledge, as of the Signature Date, of any member of the Board of Directors or any
officer or of Monsanto or a Monsanto Affiliate or any employee of Monsanto or a
Monsanto Affiliate who has actively participated in the negotiation of the
transactions contemplated by this Agreement.






	 	6.1.1.	 	Monsanto represents and warrants to Ceres that:






	 	6.1.1.1.	 	To the Knowledge of Monsanto






	 	(i)	 	the patent applications
comprising Monsanto Enabling Rights and Glyphosate Patent Rights
were filed by (or on behalf of) and in the name of Monsanto;
	 
	 	(ii)	 	Monsanto has identified the
correct inventors of the inventions claimed in each such patent
application, and such inventors have assigned or are subject to
an agreement to assign their rights in such inventions to
Monsanto;
	 
	 	(iii)	 	none of such patent applications
is subject to any claim of ownership by any Third Party;






	 	6.1.1.2.	 	to the Knowledge of Monsanto, Monsanto has the right to make the
conveyances and grants in accordance with the Articles hereof,
including, without limitation, the license grant to Glyphosate Patent
Rights and Monsanto Enabling Patent Rights and the licenses under the
interest of Monsanto’s Affiliates, and no such conveyance or grant
violates or constitutes an event that is or would be with the passage
of time, in any material way, a violation, breach or default of, any
material agreement or material obligation to which Monsanto or any such
Affiliate of Monsanto is a party or by which it is bound.








	 	6.1.2.	 	Disclaimers. Except as expressly provided in this Article 6.1, Monsanto does not warrant that anything (including, without limitation, any technology,
Proprietary Information, Confidential Information or intellectual property)
licensed to Ceres pursuant to this Agreement is without liability to any Third
Party or without a need to obtain a license from such Third Party. In
addition, it is expressly understood that in making the conveyances and grants
under this Agreement, with the exception of the foregoing provisions of this
Article 6.1, Monsanto MAKES NO REPRESENTATION AND EXTENDS NO








			
	 	 	 
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	 	 	 	WARRANTIES, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES
WHATSOEVER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, (A) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT OR (B) ANY WARRANTIES THAT ANY
RESULTS OR ANY SPECIFIC RESULT(S) WILL BE OBTAINED OR (C) ANY WARRANTIES
WITH RESPECT TO:






	 	1)	 	THE SCOPE OR VALIDITY OF ANY PATENT WHICH MAY
FALL WITHIN MONSANTO ENABLING PATENT RIGHTS OR GLYPHOSATE PATENT
RIGHTS;
	 
	 	2)	 	ANY MANUFACTURE, USE, IMPORTATION OR SALE OF
ANY CERES LICENSED PRODUCT, OR MONSANTO ENABLING TECHNOLOGIES BEING
FREE FROM INFRINGEMENT OF PATENTS OTHER THAN THE MONSANTO ENABLING
PATENT RIGHTS OR GLYPHOSATE PATENT RIGHTS.






	 	6.2.	 	Ceres
	 
	 	 	 	Ceres represents and warrants that it (a) has the right to make the conveyances and
grants in accordance with the Articles hereof, including, without limitation, the
licenses under the interest of Ceres’ Affiliates and (b) shall cause each of its
Affiliates that enjoys any rights under this Agreement to be bound to all relevant
terms and conditions of this Agreement and guarantees each such Affiliate’s
compliance with all relevant terms and conditions of this Agreement. Ceres does not
warrant that any use of the Ceres Improvements, or anything else (including, without
limitation, any technology, Confidential Information or intellectual property)
licensed to Monsanto pursuant to this Agreement is without liability to any Third
Party or without a need to obtain a license from such Third Party. It is expressly
understood, however, that in making the conveyances and grants under this Agreement,
except as set forth in the first sentence of this paragraph, Ceres MAKES NO
REPRESENTATION AND EXTENDS NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO
RESPONSIBILITIES WHATSOEVER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, (A) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT OR (B) ANY WARRANTIES THAT ANY RESULTS OR ANY
SPECIFIC RESULT(S) WILL BE OBTAINED OR (C) ANY WARRANTIES WITH RESPECT TO:






	 	1)	 	THE SCOPE OR VALIDITY OF ANY PATENT ON CERES
IMPROVEMENTS WHICH MAY BE LICENSED TO MONSANTO PURSUANT TO THIS
AGREEMENT;
	 
	 	2)	 	ANY MANUFACTURE, USE, IMPORTATION OR SALE OF
ANY PRODUCT WHICH MAY BE COVERED BY A LICENSE GRANTED TO MONSANTO
PURSUANT TO THIS






			
	 	 	 
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	 	 	 	AGREEMENT, OR ANY CERES IMPROVEMENTS, BEING FREE FROM INFRINGEMENT OF
PATENTS OTHER THAN THE PATENTS ON CERES IMPROVEMENTS WHICH MAY BE
LICENSED TO MONSANTO PURSUANT TO THIS AGREEMENT.





7. INDEMNIFICATION; LIMITATION OF LIABILITY





	 	7.1.	 	GENERAL -CERES
	 
	 	 	 	EXCEPT TO THE EXTENT CAUSED BY MONSANTO’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR
ARISING FROM A BREACH BY MONSANTO OF ITS WARRANTIES UNDER ARTICLE 6 ABOVE, CERES
SHALL DEFEND AND INDEMNIFY AGAINST, AND HOLD MONSANTO, ITS AFFILIATES AND THEIR
RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AGENTS AND LICENSORS HARMLESS FROM, ANY
LOSS, COST, LIABILITY OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED
FROM ANY CLAIM ARISING OR ALLEGED TO ARISE OUT OF THE MANUFACTURE, USE, DISTRIBUTION
OR SALE BY CERES OR CERES AFFILIATES OR ANY CERES LICENSEE OR SUBLICENSEE OF ANY
CERES LICENSED PRODUCT OR ANY PRODUCT DERIVED FROM A CERES LICENSED PRODUCT;
PROVIDED, HOWEVER, THAT (I) CERES SHALL HAVE SOLE CONTROL OF SUCH DEFENSE, (II)
MONSANTO SHALL PROVIDE NOTICE PROMPTLY TO CERES OF ANY ACTUAL OR THREATENED CLAIM OF
WHICH MONSANTO BECOMES AWARE AND (III) MONSANTO SHALL REASONABLY COOPERATE AND
PROVIDE REASONABLE ASSISTANCE IN CONNECTION WITH THE DEFENSE OR SETTLEMENT OF ANY
SUCH CLAIM.






	 	7.2.	 	GENERAL -MONSANTO
	 
	 	 	 	EXCEPT TO THE EXTENT CAUSED BY CERES’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR
ARISING FROM A BREACH BY CERES OF ITS REPRESENTATIONS AND WARRANTIES UNDER ARTICLE 6
ABOVE, MONSANTO SHALL DEFEND AND INDEMNIFY AGAINST, AND HOLD CERES ITS AFFILIATES
AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS AGENTS AND LICENSORS HARMLESS
FROM, ANY LOSS, COST, DAMAGE OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES),






	 	(A)	 	ARISING FROM ANY BREACH OF ANY REPRESENTATION OR WARRANTY MADE
BY MONSANTO IN ARTICLE 6.1, OR
	 
	 	(B)	 	INCURRED FROM ANY CLAIM ARISING OR ALLEGED TO ARISE OUT OF THE
MANUFACTURE, USE, DISTRIBUTION OR SALE BY MONSANTO OR MONSANTO AFFILIATES OR
ANY MONSANTO LICENSEE OR SUBLICENSEE OF ANY MONSANTO LICENSED








			
	 	 	 
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	 	 	 	PRODUCT OR ANY PRODUCT DERIVED FROM A MONSANTO LICENSED PRODUCT;






	 	 	 	PROVIDED, HOWEVER, THAT (I) MONSANTO SHALL HAVE SOLE CONTROL OF THE DEFENSE OF ANY
CLAIM UNDER SUBCLAUSE (A) OR (B) ABOVE IN THIS ARTICLE 7.2, (II) CERES SHALL PROVIDE
NOTICE PROMPTLY TO MONSANTO OF ANY ACTUAL OR THREATENED CLAIM OF WHICH CERES BECOMES
AWARE AND (III) CERES SHALL REASONABLY COOPERATE AND PROVIDE REASONABLE ASSISTANCE
IN CONNECTION WITH THE DEFENSE OR SETTLEMENT OF ANY SUCH CLAIM.
	 
	 	7.3.	 	LIMITATION OF LIABILITY
	 
	 	(A)	 	EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE 7.3(B) BELOW, NEITHER PARTY SHALL BE
LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS,
LOSS OF DATA, INTERRUPTION OF BUSINESS, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES
OF ANY KIND SUFFERED BY SUCH OTHER PARTY FOR BREACH HEREOF, OR COST OF PROCUREMENT
OF SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES; WHETHER ANY OF THE FOREGOING IS BASED
ON CONTRACT OR TORT CLAIMS OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND EVEN IF THE REMEDIES
PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
	 
	 	(B)	 	THE LIMITATION OF LIABILITY SET FORTH IN SECTION 7.3(A) ABOVE SHALL NOT APPLY TO
ANY CAUSE OF ACTION THAT CERES MAY HAVE AGAINST MONSANTO FOR MONSANTO’S BREACH OF
ITS REPRESENTATIONS IN ARTICLE 6.1.1.1 OR ARTICLE 6.1.1.2 ABOVE.
	 
	 	7.4.	 	REMEDIES NOT EXCLUSIVE
	 
	 	 	 	THE REMEDIES PROVIDED IN THIS ARTICLE 7 WILL NOT BE EXCLUSIVE OF OR, SUBJECT TO
ARTICLE 7.3, LIMIT ANY OTHER REMEDIES THAT MAY BE AVAILABLE TO CERES OR MONSANTO.





8. TERM AND TERMINATION





	 	8.1.	 	Term
	 
	 	 	 	This Agreement will be deemed to be effective as of April 1, 2002 provided the
following shall have occurred on or before April 15, 2002: i) the Signature Date;
ii) the execution by Ceres and Monsanto of that certain Series E Preferred Stock
Purchase Agreement between Ceres and Monsanto dated as of the Signature Date; and
iii) the execution by Ceres and Monsanto of that certain Collaboration, Technology
Access and License Agreement dated as of the Signature Date (“Effective Date”).
	 
	 	 	 	The term of this Agreement will commence as of the Effective Date and continue






			
	 	 	 
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	 	 	 	for
the life of the last patent under Monsanto Enabling Patent Rights or
Glyphosate Patent Rights.






	 	8.2.	 	Termination: Change of Control or Assignment of Ceres
	 
	 	 	 	In the event of a change of control (as defined below) of Ceres or an assignment of
this Agreement by Ceres to a Third Party that is not a Permitted Assignee, Monsanto
shall have the right to terminate the license granted by Article 2.1 except with
respect to any product that has been subjected to Regulatory Submission at the time
of the change of control or assignment. Change of control for this Article shall be
defined as the acquisition by a single or related entities (other than Permitted
Assignee(s)), (i) either directly or indirectly, of the power to direct or cause the
direction of the management and policies of Ceres, whether by contract or otherwise,
(ii) direct or indirect ownership of more than 50% (in the aggregate) of the voting
power of all outstanding shares entitled to vote at a general election of directors
of Ceres, (iii) direct or indirect ownership of more than 50% of the equity
interests in Ceres or (iv) direct or indirect ownership of more than 50% of the
assets of Ceres. Any acquirer of Ceres for which Monsanto does not, either in whole
or in part, terminate the license granted by Monsanto under Article 2.1 must agree
in writing to accept such license under the terms set out in this Agreement or
Monsanto shall have the right to terminate such license.
	 
	 	8.3.	 	Termination: Challenge of Patent Rights
	 
	 	 	 	In the event Ceres challenges, opposes or otherwise contests the issuance or
validity of any Monsanto Enabling Patent Rights, or Glyphosate Patent Right, other
than in the prosecution of Ceres’ own patent applications or in the defense of any
infringement charge made by a Third Party under a Third Party patent, Monsanto shall
have the right to immediately terminate any and all licenses and rights granted to
Ceres with respect to such Patent Rights in the jurisdiction where such Patent Right
is so challenged.
	 
	 	 	 	Any termination of licenses and rights with respect to specific Patent Rights
pursuant to this Article 8.3 shall not, in and of itself, affect the remainder of
this Agreement, which will continue in full force and effect.
	 
	 	8.4.	 	Early Termination: Other Reasons






	 	8.4.1.	 	Except as provided above, neither party may terminate this Agreement except
upon the occurrence of one of the following events: (a) by reason of failure to
cure a material breach by the other party, (b) if the other party seeks
protection under any bankruptcy, insolvency, receivership, trust deed,
creditors arrangement or comparable proceeding or if any such proceeding is
instituted against the other party (and not dismissed within one hundred twenty
(120) days) or (c) dissolution or winding up of the other party (excluding any
situation where all or substantially all of such party’s assets, stock or
business to which this Agreement relates are acquired by a Third Party (whether
by sale, acquisition, merger, operation of law or otherwise)). Termination for
any of the foregoing reasons will require written notice from the terminating
party, specifying, in reasonable 






			
	 	 	 
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	 	 	 	detail, the breach or other basis for the
termination. The terminated party
will be given sixty (60) days from receipt of such written notice to cure
the breach or other basis for termination prior to actual termination. If
the breach is cured during such period, the notice will have no force or
effect and the Agreement will not be terminated.






	 	8.5.	 	Effect of Termination of the Agreement






	 	8.5.1.	 	Termination of this Agreement for any reason shall not release any party
hereto from any liability which, at the time of such termination, has already
accrued to the other party or which is attributable to a period prior to such
termination, or preclude either party from pursuing any rights and remedies it
may have hereunder or at law or in equity which accrued or are based upon any
event occurring prior to such termination.
	 
	 	8.5.2.	 	Upon any termination of this Agreement, each party and its Affiliates shall
promptly return to the other party all Confidential Information of the other
party in whatever form held (including all copies or embodiments thereof),
except that a party and its Affiliates may retain the other party’s
Confidential Information in its possession, custody or control only as
necessary to exercise the license rights that survive termination (if any).






	 	8.6.	 	Survival






	 	8.6.1.	 	Termination in part of this Agreement shall only terminate those provisions
of the Agreement that relate to the basis for termination and shall not affect
the remainder of the Agreement. Expiration or termination of this Agreement in
its entirety for any reason shall not terminate any accrued payment obligations
or the right to receive payments or the provisions set forth in Articles 5
(Confidentiality), 6 (Representations and Warranties; Disclaimers), 7
(Indemnification; Limitation of Liability), 10 (Applicable Law) and 11 (Dispute
Resolution). The rights and obligations of these Articles shall continue in
full force and effect following any such expiration or termination.
	 
	 	8.6.2.	 	Upon termination of this Agreement or any license granted under this
Agreement, the parties shall confer with each other to determine whether or not
any applicable sublicenses granted in accordance with this Agreement will
survive such termination.





9. RECORDS; PAYMENT





	 	9.1.	 	Payments of Royalties
	 
	 	 	 	Within ninety (90) days after the end of the applicable semi-annual calendar period
following the first commercial sale of a Ceres Licensed Product and within ninety
(90) days after the end of each six (6) months thereafter, Ceres shall make a
written report to Monsanto setting forth the information, including that of
Affiliates and licensees or sublicensees, necessary to permit Monsanto to 






			
	 	 	 
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	 	 	 	calculate
and confirm the royalty payment due Monsanto, even if no royalty
payment is due. At the time each report is made, Ceres shall pay to Monsanto the
royalties shown by such report to be payable hereunder. Payments due on sales in
foreign currency shall be calculated in United States dollars on the basis of the
rate of exchange in effect for purchase of dollars at Chase Manhattan Bank,
New-York, New York, on the last business day of the last-preceding June or December,
whichever shall be later. Payments shall be without set off and free and clear of
any taxes, duties, fees or charges other than withholding taxes, if any. Ceres
shall promptly notify Monsanto of any requirement under applicable law to withhold
an amount on behalf of the Monsanto on account of any tax and, if so required by
applicable law, Ceres shall (a) pay to the relevant authorities the full amount
required to be withheld promptly upon determination by Ceres that such withholding
is required, and (b) promptly forward to Monsanto an official receipt or certificate
(or certified copy thereof), or other documentation reasonably acceptable to
Monsanto, evidencing such payment to such authorities. To the extent that Monsanto
cannot or will not be able to take a full credit against its tax liability for the
current or prior taxable years for the full amount of the withholding tax withheld
by Ceres and is otherwise unable to reduce or eliminate such withholding tax
liability on its own, the parties shall reasonably cooperate with each other and use
reasonable efforts to reduce or eliminate such tax liability in a lawful and
appropriate manner to the extent such does not result in additional liability to
Ceres. All payments under this Agreement shall be made by electronic fund transfer
to an account in the United States which the other party may designate from time to
time by prior written notice.






	 	9.2.	 	Books and Records
	 
	 	 	 	Ceres shall keep, and shall cause its Affiliates, licensees and sublicensees to
keep, books and records in such reasonable detail as will permit the reports
provided for in this Agreement to be made and the royalties and other amounts
payable hereunder to be determined. Ceres further agrees to permit Monsanto’s and
their Affiliates’ books and records to be inspected and audited from time to time
upon reasonable prior written notice (but not more often than once annually) during
reasonable business hours by an independent certified public accountant, designated
by the holder of such books and records and approved by the other party, which
approval will not be unreasonably withheld, to the extent necessary to verify the
reports, royalties and other payments due under this Agreement. Such independent
certified public accountant shall be bound to hold all information in confidence
except as necessary to communicate to the auditing party only whether the reports,
royalties and other amounts paid are correct, and if not, the reason why not and the
amount and nature of any deficiencies. In the event that such an audit results in
additional royalties or other amounts being owed to Monsanto, such royalties and
other amounts shall be paid within sixty (60) days from notice of deficiency along
with interest calculated as from the date the correct payment was due to the date of
actual payment at an annual rate of five (5) percentage points above the prime rate
quoted by Chase Manhattan Bank, New York, New York, on the day payment was due,
until paid. The fees and expenses of such audit shall be paid by Monsanto; however,
if the original






			
	 	 	 
	Enabling Technology License Agreement
	 	Page 23






 









 






	 	 	 	payment was more than five percent (5%) less than it should have been, the fees and
expenses of the audit shall be paid by Ceres.






	 	9.3.	 	Late Payments
	 
	 	 	 	If any royalties or other amounts owed under this Agreement are not paid when due,
in addition to any other remedies available to Monsanto, the unpaid amount shall
bear interest, compounded annually, at an annual rate of five (5) percentage points
above the prime rate quoted by Chase Manhattan Bank of New York on the day payment
was due, until paid or offset.





10. APPLICABLE LAW





	 	10.1.	 	Governing Law; Jurisdiction
	 
	 	 	 	THE VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT AND ANY DISPUTE
CONNECTED WITH THIS AGREEMENT SHALL BE GOVERNED BY AND DETERMINED IN ACCORDANCE WITH
THE STATUTORY, REGULATORY AND DECISIONAL LAW OF THE STATE OF DELAWARE (EXCLUSIVE OF
SUCH STATE’S CHOICE OR CONFLICTS OF LAWS RULES) AND, TO THE EXTENT APPLICABLE, THE
FEDERAL STATUTORY, REGULATORY AND DECISIONAL LAW OF THE UNITED STATES (EXCEPT FOR
THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, APRIL 10,
1980, U.N. DOC. A/CONF. 97/18, 19 I.L.M. 668, 671 (1980) REPRINTED IN PUBLIC NOTICE,
52 FED. REG. 662-80 (1987), WHICH IS HEREBY SPECIFICALLY DISCLAIMED AND EXCLUDED).





11. DISPUTE RESOLUTION





	 	11.1.	 	General
	 
	 	 	 	All disputes which may arise under, out of, or in connection with this Agreement
shall be resolved as follows:
	 
	 	11.2.	 	Parties Shall Meet
	 
	 	 	 	First, the parties shall make commercially reasonable efforts to resolve the
dispute. If, after making commercially reasonable efforts the parties cannot
resolve the issue within three (3) months after the first written notice of the
dispute from one party to the other, then the parties may appoint one or more
independent parties to assist in resolving the dispute through mediation (“mediation
stage”).
	 
	 	11.3.	 	CSOs/CEOs Shall Meet
	 
	 	 	 	If the mediation described above does not resolve the dispute, within 6 months after
the first written notice of the dispute from one party to the other, then the Chief
Scientific Officer of Monsanto and the Chief Scientific Officer of Ceres






			
	 	 	 
	Enabling Technology License Agreement
	 	Page 24






 









 






	 	 	 	shall meet to resolve the dispute. If, despite their good faith efforts, such Chief
Scientific Officers are unable to resolve the dispute within thirty (30) days of
written request by one of such Chief Scientific Officers for such a meeting, the
Chief Executive Officer of Monsanto and the Chief Executive Officer of Ceres shall
meet to resolve the dispute.






	 	11.4.	 	Arbitration Trigger
	 
	 	 	 	In the event such Chief Executive Officers shall not have resolved such matter
within sixty (60) days of written request by one of such Chief Executive Officers
for such a meeting, either party may initiate arbitration with respect to such
dispute in accordance with Article 11.5 below, except that if such dispute is
related to any Patent Rights or other intellectual property rights or a party’s
Confidential Information, either party may file action in the state or federal
courts located in San Francisco, California, and the parties hereby submit and
consent to the personal and exclusive jurisdiction and venue of such courts.
	 
	 	11.5.	 	Arbitration Rules
	 
	 	 	 	The binding arbitration proceeding shall be conducted in the City of New York, State
of New York, United States of America, in accordance with the then existing
commercial rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrators may be entered in any court having jurisdiction
thereof. The parties hereby agree that service of any notices in the course of such
arbitration at their respective addresses as provided for in Article 12 of this
Agreement shall be valid and sufficient.
	 
	 	 	 	In any arbitration, the award shall be rendered by a majority of the members of a
Board of Arbitration consisting of three (3) members, one of whom shall be appointed
by Monsanto, the second by Ceres, and the third by mutual agreement of the first two
said arbitrators, and none of whom shall be affiliated with either party or its
Affiliates. In the event of failure of said first two arbitrators to agree within
sixty (60) days after commencement of the arbitration proceeding upon the
appointment of the third member, the third arbitrator shall be appointed by the
American Arbitration Association in accordance with its then existing rules.
Notwithstanding the foregoing, in the event that either such party shall fail to
appoint an arbitrator within thirty (30) days after commencement of the arbitration
proceeding, such arbitrator and the third arbitrator shall be appointed by the
American Arbitration Association in accordance with its then existing rules. For
the purposes of this paragraph, the “commencement of arbitration proceeding” shall
be deemed to be the date upon which a written demand for arbitration is received by
the American Arbitration Association from one of the parties.
	 
	 	11.6.	 	Agreements to Agree
	 
	 	 	 	Except as otherwise expressly set forth in this Agreement, the failure by the
parties to agree on any matter expressed in this Agreement as a matter to be agreed
upon by or determined by mutual agreement, decision, consent or approval






			
	 	 	 
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	 	Page 25






 









 






	 	 	 	of the parties shall not constitute a basis for the initiation by either party of
litigation or arbitration. Any court having jurisdiction under this Article or any
arbitrator shall have no power to decide any such matter to which such mutual
agreement, decision or consent has not been obtained.





12. MISCELLANEOUS PROVISIONS





	 	12.1.	 	Notices
	 
	 	 	 	All notices and other communications required or permitted under this Agreement
shall be deemed to be properly given when in writing and sent by registered or
certified mail, postage prepaid or by reputable courier service providing evidence
of delivery, costs prepaid, or by facsimile with receipt confirmation, to the other
party at the address set forth below, or at such other address as either party may
be in writing designate from time to time for these purposes.





	 	 	 

	If to Ceres:
	 	 
	 

	 	Ceres, Inc.
	 

	 	3007 Malibu Canyon Road
	 

	 	Malibu, California 90265
	 

	 	Attention: Chief Executive Officer
	 

	 	with a copy to: General Counsel
	 
	 	 
	If to Monsanto:

	 	Monsanto Company
	 

	 	700 Chesterfield Parkway North
	 

	 	St. Louis, Missouri 63198
	 

	 	Attention:       Chief Technology Officer
	 
	 	 
	Copy to:

	 	Monsanto Company
	 

	 	800 North Lindbergh Boulevard
	 

	 	St. Louis, Missouri 63167
	 

	 	Attention:       Group Patent Counsel







	 	12.2.	 	Assignability
	 
	 	 	 	Subject to Article 8.2, the rights and obligations acquired herein by the parties
are not assignable, transferable or otherwise conveyable, in whole or in part (by
operation of law or otherwise) to any Third Party without the consent of the other
party, except that either party may, without such consent, assign this Agreement and
its rights and obligations hereunder to any Third Party that acquires all or
substantially all of such party’s stock, assets or business related to this
Agreement or to any Third Party that is a successor corporation resulting from any
merger or consolidation of a party.






	 	12.3.	 	Severability
	 
	 	 	 	In case any one or more of the provisions contained in this Agreement shall for any
reason, in part or entirety, (i) be determined to be invalid, illegal or






			
	 	 	 
	Enabling Technology License Agreement
	 	Page 26
	 
	 	 	






 









 






	 	 	 	unenforceable in any respect; (ii) be modified in any respect pursuant to an
agreement among the parties and any Governmental Authority (as such term is defined
below), the parties shall negotiate in good faith and in accordance with reasonable
standards of fair dealing, a valid, legal and enforceable substitute provision or
provisions that most nearly reflects the original intent of the parties and that
reallocate the respective rights, obligations and benefits of the parties under the
Agreement in a manner that is commensurate in magnitude and degree with the changes
to the Agreement arising as a result of any such substitute provision or provisions.
All other provisions in this Agreement shall remain in full force and effect and
shall be construed in order to carry out the original intent of the parties as
nearly as possible (consistent with the necessary reallocation of the parties’
respective rights, obligations and benefits) and as if such invalid, illegal,
unenforceable or modified provision or provisions had never been contained herein.
The parties acknowledge that any dispute arising under this Article 12.3, including,
without limitation, a dispute relating to the appropriate reformation of the
Agreement, shall be governed by and resolved in accordance with the dispute
resolution mechanism contained in Article 11 of this Agreement. For purposes of
this Article 12.3, “Governmental Authority” shall mean any: (a) federal, state,
local, municipal, foreign, or other government; (b) governmental or
quasi-governmental authority of any nature (including any governmental agency,
branch, department, official, or entity or any court our tribunal); or (c) body
exercising, or entitled to exercise, any administrative, executive, judicial,
legislative, police, regulatory authority or power or any nature.






	 	12.4.	 	Counterparts
	 
	 	 	 	This Agreement may be executed in any number of counterparts, each of which shall be
an original with the same effect as if the signatures thereto and hereto were upon
the same instrument.
	 
	 	12.5.	 	Headings
	 
	 	 	 	Headings as to the contents of particular Articles are for convenience only and are
in no way to be construed as part of this Agreement or as a limitation of the scope
of the particular Articles to which they refer.
	 
	 	12.6.	 	Agreement References
	 
	 	 	 	All Articles referred to herein are Articles of this Agreement.
	 
	 	12.7.	 	Exhibits
	 
	 	 	 	The appended Exhibits form an integral part of this Agreement. In case of a
conflict or inconsistency between a provision in an Exhibit and a provision in this
Agreement, the provision in this Agreement shall prevail.
	 
	 	12.8.	 	Export Control
	 
	 	 	 	Notwithstanding any other provisions of this Agreement, Ceres agrees to make no
disclosure or use of any Monsanto information or Monsanto technology furnished or
made known to Ceres pursuant to this Agreement, and Monsanto agrees to






			
	 	 	 
	Enabling Technology License Agreement
	 	Page 27 
	 
	 	 	






 









 






	 	 	 	make no disclosure or use of any Ceres information, Ceres technology or Ceres
Improvements disclosed to Monsanto pursuant to this Agreement except in compliance
with the laws and regulations of the United States of America, including the Export
Administration Regulations promulgated by the Office of Export Administration
International Trade Administration, United States Department of Commerce; and in
particular, each party agrees not to export, directly or indirectly, either the
technical data furnished or made known to it by the other party pursuant to this
Agreement; or the “direct product” thereof; or any commodity produced using such
technical data to any country or countries for which a validated license is required
unless a validated license is first obtained pursuant to the Export Administration
Regulations. The term “direct product” as used above, is defined to mean the
immediate product (including process and services) produced directly by the use of
the technical data.
	 
	 	12.9.	 	Force Majeure
	 
	 	 	 	Except for payments of money, neither of the parties shall be liable for any default
or delay in performance of any obligation under this Agreement caused by any of the
following: Act of God, war, riot, fire, explosion, accident, flood, sabotage,
compliance with governmental requests, laws, regulations, orders or actions,
national defense requirements or any other event beyond the reasonable control of
such party; or labor trouble, strike, lockout or injunction (provided that neither
of the parties shall be required to settle a labor dispute against its own best
judgment).
	 
	 	 	 	The party invoking this subparagraph shall give the other party notice and full
particulars of such force majeure event by telephone, telegram, telex or facsimile
as soon as possible after the occurrence of the cause upon which said party is
relying. Telephone, telegram, telex and telecopier notices shall be confirmed in
writing by the sending party within five (5) days.
	 
	 	 	 	Both Monsanto and Ceres shall use reasonable efforts to mitigate the effects of any
force majeure on their respective part.
	 
	 	12.10.	 	Negation of Agency
	 
	 	 	 	It is agreed and understood by the parties hereto that each of Ceres and Monsanto,
in its performance of its obligations and responsibilities under this Agreement, is
an independent contractor and that nothing herein contained shall be deemed to
create an agency, partnership, joint venture or like relationship between the
parties. The manner in which each of Ceres and Monsanto carries out its performance
under this Agreement is within each of Ceres’ and Monsanto’s sole discretion and
control.
	 
	 	12.11.	 	Other Requests
	 
	 	 	 	The parties hereto agree that upon reasonable request of the other party, each such
party shall execute and deliver such additional documents and agreements, and take
such further actions, as may be necessary in order to fulfill and give effect to the
terms of this Agreement.






			
	 	 	 
	Enabling Technology License Agreement
	 	Page 28 
	 
	 	 	






 









 






	 	12.12.	 	Amendment and Waiver
	 
	 	 	 	This Agreement may be amended, modified, superseded or canceled, and any of the
terms may be waived, only by a written instrument executed by each party. The delay
or failure of any party at any time or times to require performance of any
provisions shall in no manner affect the rights at a later time to enforce the same.
No waiver by any party of any condition or of the breach of any term contained in
this Agreement, whether by conduct, or otherwise, in any one or more instances,
shall be deemed to be, or considered as, a further or continuing waiver of any such
condition or of the breach of such term or any other term of this Agreement.




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as
of the Effective Date.




	 	 	 	 	 	 
	CERES, INC.	 	MONSANTO COMPANY	 
	 
	By
	/s/ Richard B. Flavell	 	By	/s/ Monsanto 	 
	 
	 	 	 	 	 
	 
	Richard B. Flavell, CBE, FRS	 	 	 	 
	 
	Chief Scientific Officer	 	 	 	 
	 
	 	 	 	 	 
	Date
	     4-2-02	 	Date	     4-02-02	 
	 
	 	 	 	 	 
	 
	 	 	 	 	 
	By
	/s/ Walter De Logi	 	 	 	 
	 
	 	 	 	 	 
	 
	Walter De Logi	 	 	 	 
	 
	Chief Executive Officer	 	 	 	 
	 
	 	 	 	 	 
	Date
	     4-2-02	 	 	 
	 
	 	 	 	 	 











			
	 	 	 
	Enabling Technology License Agreement
	 	Page 29 
	 
	 	 	






 









 








EXHIBIT A — AFFILIATES OF MONSANTO AND AFFILIATES OF CERES

Exhibit to the Enabling Technology License Agreement



Affiliates of Ceres:



None



Affiliates of Monsanto:



Monsanto Affiliates:




	 	 	 	 	 
	 	 	 	 	% OF
	ENTITY NAME	 	OWNED BY	 	OWNERSHIP
	[***]

	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	 	[***]
	Asgrow Seed Company LLC

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	Bretco Holdings (Mauritius) Ltd.

	 	[***]
	 	[***]
	[***]

	 	[***]
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	[***]

	 	[***]
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	 	[***]
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	[***]

	 	[***]
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	[***]

	 	[***]
	 	[***]






Exhibit A to the Enabling Technology License Agreement:  Affiliates of Monsanto and Affiliates of Ceres







Page 1



Confidential Treatment Requested and the Redacted Material has been separately filed with the
Commission.



 









 








	 	 	 	 	 
	 	 	 	 	% OF
	ENTITY NAME	 	OWNED BY	 	OWNERSHIP
	[***]

	 	[***]
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	 	[***]
	 	[***]








Exhibit A to the Enabling Technology License Agreement:  Affiliates of Monsanto and Affiliates of Ceres







Page 2


Confidential Treatment Requested and the Redacted Material has been separately filed with the
Commission.




 









 








	 	 	 	 	 
	 	 	 	 	% OF
	ENTITY NAME	 	OWNED BY	 	OWNERSHIP
	[***]

	 	[***]
	 	[***]
	[***]

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	[***]

	 	[***]
	 	[***]
	Monsanto Agricultura Espana SL

	 	[***]
	 	[***]
	Monsanto Agricultura Italia S.p.A.

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	Monsanto Agriculture France SAS

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	 	[***]
	 	[***]
	Monsanto Argentina S.A.I.C.

	 	[***]
	 	[***]
	Monsanto Argentina SAIC

	 	[***]
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	Monsanto Canada, Inc.

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Exhibit A to the Enabling Technology License Agreement:  Affiliates of Monsanto and Affiliates of Ceres








Page 3


Confidential Treatment Requested and the Redacted Material has been separately filed with the
Commission.



 









 








	 	 	 	 	 
	 	 	 	 	% OF
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	[***]

	 	[***]
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	Monsanto Comercial SA de CV

	 	[***]
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	Monsanto Comercial SA de CV

	 	[***]
	 	[***]
	Monsanto Comercial SA de CV

	 	[***]
	 	[***]
	Monsanto Comercial SA de CV

	 	[***]
	 	[***]
	Monsanto Comercial SA de CV

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	Monsanto do Brasil Ltda.

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	Monsanto Europe SA/NV

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	Monsanto Europe SA/NV

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	Monsanto Holdings B.V.

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	 	[***]








Exhibit A to the Enabling Technology License Agreement:  Affiliates of Monsanto and Affiliates of Ceres






Page 4



Confidential Treatment Requested and the Redacted Material has been separately filed with the
Commission.



 









 








	 	 	 	 	 
	 	 	 	 	% OF
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	Monsanto Invest NV.

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	Monsanto Korea Inc.

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	 	[***]
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	[***]

	 	[***]
	 	[***]
	Monsanto Malaysia Sendirian Berhad

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
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	 	[***]
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	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	Monsanto Romania SRL

	 	[***]
	 	[***]
	Monsanto SAS

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]








Exhibit A to the Enabling Technology License Agreement:  Affiliates of Monsanto and Affiliates of Ceres






Page 5


Confidential Treatment Requested and the Redacted Material has been separately filed with the
Commission.




 









 








	 	 	 	 	 
	 	 	 	 	% OF
	ENTITY NAME	 	OWNED BY	 	OWNERSHIP
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

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	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	Monsanto South Africa (Pty) Ltd

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	Monsanto Technology LLC

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

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	 	[***]
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	[***]

	 	[***]
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	[***]

	 	[***]
	 	[***]
	Monsanto Venezuela CA

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

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	[***]

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	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]








Exhibit A to the Enabling Technology License Agreement:  Affiliates of Monsanto and Affiliates of Ceres






Page 6



Confidential Treatment Requested and the Redacted Material has been separately filed with the
Commission.



 









 








	 	 	 	 	 
	 	 	 	 	% OF
	ENTITY NAME	 	OWNED BY	 	OWNERSHIP
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	P4 Production LLC

	 	[***]
	 	[***]
	[***]

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	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	Semillas y Agroproductos Monsanto SA de CV

	 	[***]
	 	[***]
	Semillas y Agroproductos Monsanto SA de CV

	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	[***]

	 	[***]
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	[***]

	 	[***]
	 	[***]







Exhibit A to the Enabling Technology License Agreement:  Affiliates of Monsanto and Affiliates of Ceres




Page 7




Confidential Treatment Requested and the Redacted Material had been separately filed with the Commission






 









 








EXHIBIT B — GLYPHOSATE PATENT RIGHTS

Exhibit to the Enabling Technology License Agreement



Glyphosate Tolerance Patents/Patent Applications



1. Inhibition Resistant 5-Enolpyruvyl-3-Phosphoshikimate Synthetase, Production and Use — Comai




US 4535060

US 4769061

US 5094945



2. Glyphosate Resistant Plants — Fraley, Horsch, Rogers




US 4940835

US 5188642

AU 590597

BR PI11000074

NZ 217113

ZA 865921



3. Glyphosate Tolerant 5-Enoloyruvyl-3-phosphoshikimate — Kishore, Shah




US 4971908




US 5312910

US 5145783

ZA 883735



4. Glyphosate Tolerant 5-Enoloyruvyl-3-phosphoshikimate Synthases — Eichholtz, Gasser, Kishore




US 5310667



5. Glyphosate Tolerant Plants — Barry & Kishore




US 5463175

US 5776760

AU 655197

BR PI11000066

BR PI11010460



6. Glyphosate Tolerant 5-Enolpyruvylshikimate-3-Phosphate Synthases — Barry, Kishore, Padgette




US 5627061

US 5804425

US 5633435

AU 655945

BR PI11000082



Glyphosate Tolerant 5-Enoloyruvyl-3-phosphoshikimate Synthases — Eichholtz, Gasser, Kishore



US 5866775

US 09/243374









Exhibit B to the Enabling Technology License Agreement:  Glyphosate Patent Rights






Page 1





 









 








EXHIBIT C — VECTORS CONTAINING GLYPHOSATE TOLERANCE GENES

Exhibit to the Enabling Technology License Agreement



[***]





Exhibit C to the Enabling Technology License Agreement:  Vectors Containing Glyphosate Tolerance Genes











Page 1



Confidential Treatment Requested and the Redacted Material has been separately filed with the
Commission.




 









 








EXHIBIT D — MONSANTO ENABLING PATENT RIGHTS




Agrobacterium mediated transformation patents/patent applications




1. Genetically Transformed Plants — Fraley, Rogers, Horsch



US 06/793486



BR PI11010487




2. Plasmids for Transforming Plant Cells — Fraley & Rogers



US 06/783336



BR PI11010479




NPTII Patents/Patent Applications




1. Chimeric Genes Suitable for Expression in Plant Cells — Rogers & Fraley



US 5034322



US 08/127100



BR PI11010690




35S Promoter Patents/Patent Applications




1. Chimeric Genes for Transforming Plant Cells using Viral Promoters — Fraley, Horsch, Rogers



US 5352605



US 5530196



BR PI11010703




2. CAMV 35S Enhanced Mannopine Synthase Promoter and Method for Using Same — Comai & Moran



US 5106739




3 Promoter for Transgenic Plants — Rogers



US 5378619








Exhibit D to the Enabling Technology License Agreement:  Monsanto Enabling Patent Rights





Page 1






 









 







US 6018100



BR PI11010630



AU 626473



NZ 235887



ZA 9008699



4. Chimeric Genes for Transforming Plant Cells Using Viral Promoters — Fraley, Horsch, Rogers



US 5858742



5. Antisense Patents/Patent Applications



US 5107065



US 5453566



US 5759829



AR 241938



MX 965430



MX 183885



NZ 219472






Exhibit D to the Enabling Technology License Agreement: — Monsanto Enabling Patent Rights





Page 2




 









 










EXHIBIT E — MATERIALS TRANSFER AGREEMENT

Exhibit to the Enabling Technology License Agreement



Ceres, Inc. (“Ceres”), a Delaware corporation, and Monsanto Company (“Monsanto”), a Delaware
corporation, have entered into an Enabling Technology License Agreement (“The Agreement”), which
provides that certain materials including Biological Materials and data and databases may be
transferred and delivered by Monsanto to Ceres pursuant to Section 2.13 of the Agreement and this
Materials Transfer Agreement (the “Materials Transfer Agreement”). Each such transfer is subject to
a Materials Transfer Agreement. Capitalized terms used herein without further definition shall have
the meanings ascribed to them in the Agreement. In consideration of the terms and conditions set
forth below and for other good and valuable consideration as set for the herein and in the
Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:





	 	1.	 	The particular “Materials” that are the subject of this Materials Transfer Agreement
are set forth in Paragraph 12 below and are being transferred by Monsanto to Ceres on the
terms and conditions set forth in this Material Transfer Agreement. This Materials
Transfer Agreement shall be executed by the parties and shall be effective as of the last
dated signature below.
	 
	 	2.	 	Ceres agrees that any and all Material supplied by Monsanto shall be used solely in
accordance with the terms and conditions of the Agreement and not for any other purpose and
such use shall be in compliance with all federal, state and local laws and regulations
applicable to the Materials. Ceres further agrees that Ceres will not transfer or provide
Materials to unauthorized personnel of Ceres or to third parties either within or outside
Ceres or its Affiliates without Monsanto’s prior written approval, except as provided in
the Agreement.
	 
	 	3.	 	Ceres and Monsanto agree that full title and ownership in the Materials shall continue
at all times to reside with Monsanto and that transfer of the Materials to Ceres does not
constitute a sale of the Materials.
	 
	 	4.	 	Upon termination of any applicable license granted under the Agreement, Ceres shall
discontinue use of the Materials and either arrange for the return to Monsanto (delivery
expenses to be paid by Monsanto), or the lawful destruction (and provide written
certification of same) of all Materials, at Monsanto’s option and in accordance with
Monsanto’s directions, all in accordance with the Agreement.
	 
	 	5.	 	Except as permitted under the Agreement, Ceres shall not publish or otherwise disclose
information contained in or about the Materials to any third party.
	 
	 	6.	 	Any Ceres Improvements will promptly be disclosed by Ceres to Monsanto.
	 
	 	7.	 	Unless otherwise expressly provided in writing by Monsanto, no right or license in or
to patents, trade secrets or other proprietary rights of Monsanto is granted or implied
hereunder to Ceres, except as provided under the Agreement.





Exhibit E to the Enabling Technology License Agreement: Materials Transfer Agreement





Page 1



 









 












	 	8.	 	Cere’s indemnity obligations to Monsanto pursuant to the Agreement shall apply equally
to any Materials transferred hereunder.
	 
	 	9.	 	THE MATERIALS ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS
OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, AND MONSANTO
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT.
	 
	 	10.	 	This Materials Transfer Agreement shall terminate only pursuant to the terms of the
Agreement.
	 
	 	11.	 	To the extent any terms in this Materials Transfer Agreement are silent or any terms
herein conflict with the terms of the Agreement, the Agreement shall control.
	 
	 	12.	 	The following sets forth a description and quantity of the Materials being provided
(Each line shall be initialed by the signatories hereto, unused lines shall be crossed out,
and, if additional space is needed, a supplemental attachment shall be initialed and dated
by the signatories hereto and shall be incorporated by reference and made part of this
Materials Transfer Agreement):







	 	 	 

	 

	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 	.	 






	 	 	 

	CERES, INC.

	 	MONSANTO COMPANY
	 
	 	 
	By:

	 	By:
	Print Name:

	 	Print Name:
	Title:

	 	Title:
	Date:

	 	Date:





Exhibit E to the Enabling Technology License Agreement: — Materials Transfer Agreement




Page 2