exv10w20







Exhibit 10.20



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: [***].




Collaboration Agreement




between



Institute of Grassland and Environmental Research



and



Ceres, Inc.





	 	 	 

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TABLE OF CONTENTS




	 	 	 	 	 

	1. RESEARCH PROJECTS

	 	 	3	 
	2. MANAGEMENT COMMITTEE

	 	 	7	 
	3. EXCLUSIVITY

	 	 	8	 
	4. INTELLECTUAL PROPERTY

	 	 	11	 
	5. USE AND COMMERCIALIZATION RIGHTS

	 	 	14	 
	6. ENFORCEMENT OF JOINT INTELLECTUAL PROPERTY RIGHTS

	 	 	16	 
	7. CONFIDENTIALITY

	 	 	16	 
	8. PUBLICATIONS

	 	 	18	 
	9. PUBLICITY

	 	 	18	 
	10. RECORDS AND AUDITS

	 	 	19	 
	11. INDEPENDENT CONTRACTOR

	 	 	19	 
	12. CONVENTION ON BIOLOGICAL DIVERSITY

	 	 	19	 
	13. WARRANTIES

	 	 	20	 
	14. TERM AND TERMINATION

	 	 	23	 
	15. DISPUTE RESOLUTION AND APPLICABLE LAW

	 	 	25	 
	16. NOTICES

	 	 	26	 
	17. GENERAL

	 	 	27	 
	18. SPECIAL CONDITIONS IN CONNECTION WITH DEFRA AGREEMENT NF 0426

	 	 	28	 
	EXHIBIT A

	 	 	30	 
	DEFINITION OF COLLABORATION CROPS

	 	 	30	 
	EXHIBIT B

	 	 	31	 
	PREFERRED FORM OF RECEIPT FORM

	 	 	31	 
	EXHIBIT C

	 	 	32	 
	PREFERRED FORMS OF VARIETY EVALUATION AGREEMENT

	 	 	32	 
	EXHIBIT D

	 	 	50	 
	EXTERNAL FUNDING 

EXHIBIT E

	 	 	50

51	 
	EXISTING AGREEMENTS

	 	 	51	 
	EXHIBIT F

	 	 	56	 
	PRODUCTION AND COMMERCIALIZATION ACTIVITIES

	 	 	56	 
	EXHIBIT G

	 	 	57	 
	MODEL LICENSE AGREEMENT FOR NON-TRANSGENIC VARIETIES / NON-UK

	 	 	57	 
	EXHIBIT H

	 	 	74	 
	CERTAIN REMUNERATION PRINCIPLES

	 	 	74	 








	 	 	 

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COLLABORATION AGREEMENT




     THIS AGREEMENT is made this 1st day of April, 2007 (“Effective Date”), by and between
INSTITUTE OF GRASSLAND AND ENVIRONMENTAL RESEARCH (“IGER”), a company limited by guarantee,
registered in England No. 473456 and a registered Charity No. 272150, having an office at Plas
Gogerddan, Aberystwyth, Ceredigion, SY23 3EB, United Kingdom and CERES, INC. (“CERES”), a Delaware
corporation, having an office at 1535 Rancho Conejo Blvd., Thousand Oaks, California 91320, United
States of America.



     WHEREAS, the Parties wish to establish a research program for undertaking specific,
collaborative projects after the Effective Date, to further the scientific research and commercial
objectives of CERES as well as the scientific research objectives of IGER;



     WHEREAS, the research programs contemplated by this Agreement and its schedules are consistent
with and in furtherance of IGER research programs;



     WHEREAS, CERES and IGER recognize that rights to intellectual property conceived or reduced to
practice in the performance of the Parties’ collaboration can be a strong incentive for CERES to
risk money and other resources needed to develop proprietary products for wide commercialization;



     NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements
contained herein and of other good and valuable consideration, the Parties have agreed and do
hereby agree as follows:




	1.	 	RESEARCH PROJECTS.





     1.1 CERES and IGER anticipate that from time to time they may undertake and conduct
certain joint and collaborative research projects (individually a “RESEARCH PROJECT” and
collectively “RESEARCH PROJECTS”). The Parties acknowledge and agree that the RESEARCH PROJECTS
will involve the contributions, whether financial or otherwise, of both Parties. The specific terms
and respective obligations of the Parties for each RESEARCH PROJECT will be negotiated by the
Parties and reflected in a schedule (“SCHEDULE”) signed by authorized representatives of both
Parties. Any such fully executed SCHEDULE shall become a part of this Agreement and subject to the
terms of this Agreement. Each Party shall diligently perform its activities in any given RESEARCH
PROJECT.



     1.2 All rights in property, tangible or intangible, used in the RESEARCH PROJECTS shall remain
with the Party providing such property, unless otherwise agreed between the Parties in this
Agreement, a SCHEDULE or a separate agreement.



     1.3 RESEARCH PROJECTS will relate to crop species defined in EXHIBIT A to this
Agreement (“COLLABORATION CROPS”).



     1.4 Each SCHEDULE will at least contain the following:




	 	•	 	research activities to be performed by each Party in detail








	 	 	 

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	 	•	 	timelines of such activities
	 
	 	•	 	goals, expected results and deliverables
	 
	 	•	 	milestones and “go” and “no-go” decision points
	 
	 	•	 	all reports to be delivered to the MANAGEMENT
COMMITTEE (Article 2) and the required delivery dates for the same
	 
	 	•	 	additional information on RESEARCH PROJECT
activities: breeding records and biological or other material generated
in such activities to be provided to the other Party, including delivery
method and time
	 
	 	•	 	location of activities
	 
	 	•	 	identity of RESEARCH PROJECT principal
investigators for CERES and IGER
	 
	 	•	 	identity and location of any SUBCONTRACTORS
(Article 1.13) to be used for the RESEARCH PROJECT activities
	 
	 	•	 	number of FTE’s made available by each Party for
the RESEARCH PROJECT, including names of any IGER PhD-level employees
	 
	 	•	 	other inputs and resources made available by each
Party for the RESEARCH PROJECT
	 
	 	•	 	financial contributions of each Party to the
RESEARCH PROJECT
	 
	 	•	 	provisions on intellectual property, including
lists of BACKGROUND INTELLECTUAL PROPERTY and any provisions which are
different from those set forth in this Agreement
	 
	 	•	 	provisions on use and commercialization rights
which are different from those set forth in this Agreement
	 
	 	•	 	provisions on expiration and early termination





     1.5 Unless a SCHEDULE provides for more frequent formal reporting, each Party shall provide to
the other Party a detailed, written annual report on its activities in each RESEARCH PROJECT, as
described in each SCHEDULE. In addition, upon the request of either Party at any time, the Parties
will discuss the RESEARCH PROJECTS, their status, the progress and results achieved, and they will
make available each RESEARCH PROJECT principal investigator (and other employees as needed, in the
discretion of the respective RESEARCH PROJECT principal investigators) at mutually agreeable times,
as needed, for such discussions; provided however, such contacts and discussions shall be
reasonable in frequency and duration so as not to be disruptive to the respective research
activities of each Party or the research activities of the RESEARCH PROJECTS. Each Party will also
voluntarily provide data, information and material generated in the RESEARCH PROJECT to the other
Party as required to further the Parties’ mutual goals defined in each RESEARCH PROJECT or in any
other agreement between the Parties. Each Party will have the right, upon reasonable notice to the
other Party, to visit any location where RESEARCH PROJECT activities are conducted for the purposes
of evaluating RESEARCH PROJECT progress and outcomes, and particularly to make observations of any
plants in growth chambers, greenhouses or fields that are a part of a RESEARCH





	 	 	 

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PROJECT. Each Party will comply with any reasonable safety and security measures which may be
imposed by the other Party when visiting such other Party’s location.




     1.6 Any transfer of information or material pursuant to this Agreement or any SCHEDULE will be
governed by the provisions of this Agreement on CONFIDENTIALITY (Article 7) and PUBLICATIONS
(Article 8). Any transfer of material shall be accompanied by a receipt form in the preferred
format attached as EXHIBIT B to this Agreement. Such receipt forms shall be signed by
representatives of both the sending and receiving Parties.



     1.7 Unless otherwise specified in a SCHEDULE, each Party shall bear its own costs and pay its
own SUBCONTRACTORS, with respect to its RESEARCH PROJECT activities.



     1.8 Where a SCHEDULE provides that CERES will make a financial contribution to certain
RESEARCH PROJECT activities performed by IGER, unless agreed otherwise in the appropriate SCHEDULE,
IGER will submit invoices after the end of each calendar quarter for the work performed during that
quarter. Each such invoice shall reflect only those costs that have been incurred in performance of
the RESEARCH PROJECT and shall provide a breakdown of costs similar to the detail set forth in the
budget of the related SCHEDULE. CERES will pay all such invoices within thirty (30) days after the
invoice date. Payments shall be remitted to:


Institute Secretary



Institute of Grassland and Environmental Research



Plas Gogerddan



Aberystwyth



Ceredigion



SY23 3EB



United Kingdom




     1.9 Each Party will conduct RESEARCH PROJECT activities exclusively in laboratories,
greenhouses or fields under full control of that Party or of its SUBCONTRACTORS authorized by this
Agreement. Each Party will take all reasonable precautions to prevent damage to, or unintentional
destruction of or release of any germplasm created in the RESEARCH ACTIVITIES.



     1.10 Each Party shall be responsible for its compliance with all applicable laws, rules and
regulations, including, without limitation, those relating to genetically modified organisms (to
the extent RESEARCH PROJECTS involve such organisms). Each Party shall obtain any and all permits
or authorizations or proceed to any notifications which may be required by such laws, rules and
regulations.



     1.11 Each Party will require any and all of its employees or students who will perform
activities in RESEARCH PROJECTS to be bound by a written agreement(s) that commits their
inventions, discoveries and other intellectual property to the Party-employer and requires
confidential treatment of Party and third-party confidential information.



     1.12 The RESEARCH PROJECT principal investigators named in each SCHEDULE shall be charged with
leading the RESEARCH PROJECT described therein.





	 	 	 

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     1.12.1 RESEARCH PROJECT principal investigators may not vary the SCHEDULE of delivery,
amount, method of payment or any provision of a SCHEDULE. No such change shall be effective
unless and until it is reduced to writing in the form of an amendment to such SCHEDULE in
accordance with Article 17.1.




     1.12.2 Substitution by IGER of a RESEARCH PROJECT (a) principal investigator or (b) a
CERES-funded, PhD-level, IGER employee named or filling a defined position listed in a
SCHEDULE shall be subject to CERES’ prior written approval, which will not unreasonably be
withheld or delayed. IGER will notify CERES, in writing, of any substitution by IGER of a
non-CERES-funded, PhD-level employee named or who filled a defined position listed in a
SCHEDULE. CERES will notify IGER, in writing, of any substitution by CERES of a RESEARCH
PROJECT principal investigator or a PhD-level CERES employee named or who filled a defined
position listed in a SCHEDULE.



     1.13 Each Party may subcontract certain parts of its RESEARCH PROJECT activities to third
parties, or use third party consultants in connection with RESEARCH PROJECT activities, but only if
the subcontract or consultancy agreement is in writing and complies with the terms and conditions
set forth hereinafter. Such third parties with whom such a subcontract or consultancy agreement is
executed will be referred to as “SUBCONTRACTORS”.




     1.13.1 Any intended agreement with a SUBCONTRACTOR shall be identified in a SCHEDULE if
known at the time the SCHEDULE is executed by the Parties. IGER will obtain CERES’ prior
written consent before entering into any agreement with a SUBCONTRACTOR which is not listed
in a SCHEDULE.




     1.13.2 The following terms and conditions shall apply to IGER’s SUBCONTRACTORS: (a) the
SUBCONTRACTOR shall perform defined activities on behalf and for the benefit of IGER in
exchange for a fee or other tangible consideration; (b) the SUBCONTRACTOR shall deliver all
the results of the SUBCONTRACTOR’S activities under the subcontract to IGER only, and assign
ownership of or exclusively license any inventions made during the performance of the
subcontracting activities to IGER, without any further remuneration and (c) the
SUBCONTRACTOR shall not have the right to use any results, whether information or material,
for any purpose whatsoever other than the performance of the subcontract; provided however,
not-for-profit research institution SUBCONTRACTORS may be granted the right to use certain
information generated pursuant to the subcontract for their internal academic research and
educational purposes (i.e., not in collaboration with or for the benefit of any third
party). IGER will provide to CERES a draft copy of any subcontract IGER is planning to
conclude at least fifteen (15) days before the scheduled signature date and will provide a
true copy of any subcontract to CERES within thirty (30) days of its execution.




     1.13.3 It is anticipated that any agreements with commercial SUBCONTRACTORS will be
entered into by CERES. At CERES’ request, IGER will assist CERES in identifying
SUBCONTRACTORS for any field activities. The following conditions shall apply to CERES
SUBCONTRACTORS: CERES will inform IGER, in writing, of any SUBCONTRACTORS used by CERES for
the performance of RESEARCH PROJECT activities.





	 	 	 

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     1.13.4 All SUBCONTRACTORS shall be bound by confidentiality obligations consistent with
the terms and obligations of this Agreement. All SUBCONTRACTORS shall be responsible for
their respective compliance with all laws, rules and regulations that govern their
activities.




     1.13.5 For variety evaluation and performance testing using not-for-profit research
institution SUBCONTRACTORS, the Parties agree that each transfer of plant material shall be
governed by a written agreement consistent with the preferred forms set forth in EXHIBIT
C to this Agreement.



     1.14 The Parties mutually agree that any applications for extramural funding for a RESEARCH
PROJECT, from governmental authorities or other public sources, will be subject to the prior,
written agreement, neither unreasonably withheld or delayed, by both Parties; provided however, the
Parties acknowledge that CERES and/or IGER has or has applied for certain government, extramural
funding prior to the Effective Date (EXHIBIT D to this Agreement), and such funding (or
possible funding, if awarded) shall not be construed as a breach of the obligations of this
Article.



     1.15 IGER agrees not to accept research funding from for-profit entities to perform any
RESEARCH PROJECT, whether in whole or in part, initiated under this Agreement without the prior
written consent of CERES.



     1.16 The Parties acknowledge and agree that certain RESEARCH PROJECT activities may be covered
by government funding set forth in EXHIBIT D and corresponding agreements set forth in
EXHIBIT E, as indicated in the relevant SCHEDULE(S). In particular, the Parties
acknowledge and agree that IGER will comply with its obligations under the DEFRA project NF 0426
“The generic improvement of miscanthus for biomass” (“DEFRA agreement NF 0426”), including without
limitation its obligation to meet the objectives set forth in such project and to report to DEFRA
on its results relating to such activities. The Parties further agree that such compliance will
not affect any provisions of this Agreement nor of any SCHEDULE, except if explicitly provided
otherwise, including without limitation the provisions on INTELLECTUAL PROPERTY in Article 4 and on
USE AND COMMERCIALIZATION RIGHTS in Article 5.




	2.	 	MANAGEMENT COMMITTEE.





     2.1 The Parties will establish a MANAGEMENT COMMITTEE to supervise the implementation,
execution and progress of this Agreement and its RESEARCH PROJECTS. The MANAGEMENT COMMITTEE will
consist of four (4) members, two (2) to be appointed by each Party and will meet at least once
every calendar quarter, in person or by telephone, on dates and at locations to be mutually agreed.
The representatives of each Party may invite other employees of that Party to meeting on an
as-needed basis, subject to prior notification of the other Party.



     2.2 Decisions of the MANAGEMENT COMMITTEE shall be made by unanimous agreement and recorded in
a manner prescribed by the MANAGEMENT COMMITTEE as a true record of the decisions. If the
MANAGEMENT COMMITTEE cannot come to a unanimous agreement on any matter then the status quo shall
apply.



     2.3 The responsibilities of the MANAGEMENT COMMITTEE shall be as follows:





	 	 	 

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	 	–	 	supervise and review the implementation of the RESEARCH PROJECTS;
	 
	 	–	 	approve principal investigators and project teams for RESEARCH PROJECTS;
	 
	 	–	 	determine the resources necessary to achieve the goals of each RESEARCH
PROJECT, within the limits of the RESEARCH PROJECT budget provided in the
relevant SCHEDULE;






	 	–	 	adjust the research activities defined in a RESEARCH PROJECT, subject to the
overall budget for that RESEARCH PROJECT in a given year;






	 	–	 	review achievement of goals and timelines; propose adjustments of goals or
timelines to the Parties;






	 	–	 	review achievement of agreed annual milestones for overhead payment purposes
and make recommendations relating to milestones to the Parties;






	 	–	 	review proposed publications and formulate recommendations to the Parties on
publications;






	 	–	 	review intellectual property matters relating to the implementation of this
Agreement and formulate recommendations to the Parties regarding such matters;






	 	–	 	review subcontracting matters and formulate recommendations to the Parties
regarding such matters;






	 	–	 	review reports to be provided pursuant to SCHEDULES;






	 	–	 	such other responsibilities as the Parties jointly may explicitly grant to
the MANAGEMENT COMMITTEE.






	3.	 	EXCLUSIVITY.





     3.1 In consideration of CERES’ development of new markets for the COLLABORATION CROPS and the
significant activities associated with the development of this market, IGER agrees to grant CERES
exclusive access to IGER’s plant improvement activities specifically involving the COLLABORATION
CROPS, whether through plant breeding, transformation, propagation methods or otherwise, subject
however to the exceptions expressly set forth in this Agreement.



     3.2 During the term of this Agreement, subject to the provisions of this Agreement on
subcontracting (Article 1.13 and its related subsections) and subject to the agreements entered
into by IGER prior to the Effective Date and defined in EXHIBIT E to this Agreement, as
such agreements exist on the Effective Date (“EXISTING AGREEMENTS”), IGER agrees to comply with the
obligations set forth hereinafter:




     3.2.1 for-profit third parties.




     IGER will not collaborate with or perform any activities for the benefit of or
grant any rights to any for-profit third party in the field of the COLLABORATION
CROPS without the prior written consent of CERES.





	 	 	 

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a. CERES will not unreasonably withhold its consent for collaborations with
small companies (less than fifty (50) employees including world-wide
affiliates) established in the United Kingdom (“UK COMPANIES”), with respect
to research programs involving COLLABORATION CROPS in the field of
environmental impact, carbon sequestration, climate change mitigation,
agronomy, or compositional or conversion analysis, provided that (i) IGER will
receive the exclusive right (subject to Articles 5.1.2(a) and 5.2) to use and
exploit commercially the results of such research programs for GERMPLASM
IMPROVEMENT (as defined hereinafter) of the COLLABORATION CROPS, (ii) CERES
will have access to the results of such research programs to the extent
allowed by the relevant agreement between IGER and the third party and IGER
will use reasonable efforts to obtain such right for CERES, and (iii) there is
no conflict with CERES’ commercial interests.




b. CERES recognizes that IGER may receive requests from third parties to make
available germplasm of CERTAIN MISCANTHUS ACCESSIONS. IGER will have the
right to make available germplasm of CERTAIN MISCANTHUS ACCESSIONS to third
parties for research purposes (including breeding), subject to the terms and
conditions under which IGER holds such accessions. “CERTAIN MISCANTHUS
ACCESSIONS” shall mean the Miscanthus accessions collected by IGER in 2006
from China, Taiwan and Japan, as originally collected by IGER.




     3.2.2 not-for-profit third parties.




a. “GERMPLASM IMPROVEMENT” shall mean any activities to improve a crop,
including without limitation selection, breeding, transgenic improvement,
markers, propagation systems:




     IGER will not collaborate with or perform any activities for the benefit
of or grant any rights to any not-for-profit third party with respect to
GERMPLASM IMPROVEMENT of COLLABORATION CROPS without the prior written consent
of CERES. CERES will not unreasonably withhold its consent for research
programs with respect to GERMPLASM IMPROVEMENT of COLLABORATION CROPS with
academic institutions in the European Union under United Kingdom government or
European Union funding, provided that (i) IGER will have the exclusive right
to use and exploit commercially the results of such research programs obtained
by IGER, (ii) no COLLABORATION CROP germplasm will be made available by IGER
to any third party for selection, breeding or propagation work, or for genetic
transformation of such germplasm, except that IGER may make available
germplasm of CERTAIN MISCANTHUS ACCESSIONS for research purposes (including
breeding), subject to the terms and conditions under which IGER holds such
accessions, and (iii) if requested by CERES, IGER will use reasonable efforts
to obtain commercialization rights for CERES on results





	 	 	 

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obtained by third parties in such collaborative research programs or
breeding activities.




b. environmental impact, carbon sequestration, climate change or agronomy
studies, and compositional or conversion analysis:




     if IGER would enter into any agreement (or amendment of an existing
agreement including without limitation EXISTING AGREEMENTS) after the
Effective Date with a not-for-profit third party with respect to research in
the field of environmental impact, carbon sequestration, climate change
mitigation, agronomy, or compositional or conversion analysis relating to
COLLABORATION CROPS, such agreement must provide that (i) IGER will receive
the exclusive right (subject to Articles 5.1.2(a) and 5.2) to use and exploit
commercially the results obtained pursuant to such agreement for GERMPLASM
IMPROVEMENT of COLLABORATION CROPS and (ii) CERES will have access to the
results of such research programs to the extent allowed by the relevant
agreement between IGER and the third party and IGER will use reasonable
efforts to obtain such right for CERES.




3.2.3 IGER will provide a draft of any agreement intended to cover an activity
referred to in Article 3.2.1 a. or b. or 3.2.2 a. or b. to CERES, together with its
written request for consent where such consent needs to be obtained. CERES will
respond in writing within thirty (30) days or such other period of time as the
Parties may agree in writing. In exceptional urgent cases, when asked by IGER, CERES
will respond as soon as reasonably possible. Further, where Articles 3.2.1 or 3.2.2
refer to Ceres’ access to results or right to use and commercially exploit such
results, IGER will report such results to CERES in compliance with the terms hereof.




3.2.4 Whenever rights are granted to IGER pursuant to agreements referred to in
Articles 3.2.1 or 3.2.2 (“Third Party Agreement Rights”), the provisions of this
Agreement about the grant of rights by IGER to CERES will apply and such Third Party
Agreement Rights shall be treated as IGER INTELLECTUAL PROPERTY (unless they qualify
as JOINT INTELLECTUAL PROPERTY under the circumstances).



     3.3 During the term of this Agreement, IGER will notify CERES, in writing, of any
contemplated internal (i.e. not involving third parties but including government-funded) research
activities (i.e., non-RESEARCH PROJECTS) that specifically involve the COLLABORATION CROPS, except
research activities that relate solely to environmental impact, carbon sequestration, climate
change or agronomy studies. If CERES so requests, the Parties will negotiate in good faith to
agree on a new RESEARCH PROJECT and accompanying SCHEDULE or an amendment to an existing SCHEDULE
on the basis of such research proposal. If CERES does not request such negotiations, or if the
Parties fail to reach agreement on a new SCHEDULE (or amendment to an existing SCHEDULE) within
thirty (30) days (or such other time period as the Parties may agree) from IGER’s notice, IGER will
have the right, subject to Articles 3.2 and 5.3, to proceed to such internal research, and IGER
will provide a written report to CERES on the results of such research. CERES is hereby granted a
first option, to be exercised by written notice within thirty (30) days from





	 	 	 

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IGER’s aforementioned written report or such other time period as the Parties may agree to be
granted the same right as set forth in Article 5.3 to commercialize any results of such activities.





     3.3.1 If CERES exercises its option to commercialize under Article 3.3, CERES and IGER
shall negotiate the terms of a commercialization agreement that covers the reported result
with reference to any commercialization agreement then in existence between the Parties or
the model license agreement or remuneration principles included herein (as applicable). If,
despite the Parties’ good faith efforts, CERES and IGER are unable to agree upon the terms
and conditions of such agreement within one hundred and eighty (180) days after commencing
good faith negotiations, CERES shall have the right to start the dispute resolution
procedure in Article 15 for any outstanding unresolved issues.




     3.3.2 If CERES declines to exercise the option under Article 3.3 or fails to respond
within thirty (30) days of IGER’s notice under Article 3.3, then IGER shall then be free to
commercially exploit the results or offer rights in such results to third parties in any and
all crops.




     3.3.3 IGER will have no restrictions to undertake internal (i.e. not involving third
parties but including government-funded) research activities that involve COLLABORATION
CROPS but relate solely to environmental impact, carbon sequestration, climate change or
agronomy studies. IGER will use all reasonable efforts to inform CERES of the results of
any such activities.




	4.	 	INTELLECTUAL PROPERTY.





     4.1 “JOINT INTELLECTUAL PROPERTY” shall mean (a) all patentable inventions conceived,
discovered, developed and/or reduced to practice (i) jointly by one or more employees, agents, or
students of CERES and by one or more employees, agents, or students of IGER in the performance of
any RESEARCH PROJECT(S) or (ii) by one or more employees, agents or students of IGER in the
performance of any RESEARCH PROJECT(S) to the extent CERES provides a financial contribution for
such RESEARCH PROJECT, which is not less than twenty-five percent (25%) of either the overall cost
of such RESEARCH PROJECT or of the activity during which the invention was made, unless expressly
provided otherwise in a SCHEDULE; (b) patents, patent applications, plant variety rights, plant
variety right applications, reissues, continuations, continuations-in-part and divisionals claiming
such patentable inventions in any country of the world; (c) all trade secrets and copyrighted works
created jointly by one or more employees, agents, or students of CERES and by one or more
employees, agents, or students of IGER in the performance of any RESEARCH PROJECT(S); and (d) all
germplasm and plant varieties created in the performance of plant breeding activities in the
performance of any RESEARCH PROJECT(S).



     4.2 “CERES INTELLECTUAL PROPERTY” shall mean (a) all patentable inventions conceived,
discovered, developed, and/or reduced to practice by one or more employees, agents, or students of
CERES in the performance of any RESEARCH PROJECT(S), except as set forth in Article 4.1; (b)
patents, patent applications, plant variety rights, plant variety right applications, reissues,
continuations, continuations-in-part, and divisionals claiming such patentable inventions in any
country of the world; and (c) all trade secrets and copyrighted works created by one or more
employees, agents, or students of CERES in the performance of any RESEARCH PROJECT(S) .





	 	 	 

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     4.3 “IGER INTELLECTUAL PROPERTY” shall mean (a) all patentable inventions conceived,
discovered, developed, and/or reduced to practice by one or more employees, agents, or students of
IGER in the performance of RESEARCH PROJECT(S), except as set forth in Article 4.1; (b) patents,
patent applications, plant variety rights, plant variety right applications, reissues,
continuations, continuations-in-part, and divisionals claiming such patentable inventions in any
country of the world; and (c) all trade secrets and copyrighted works created by one or more
employees, agents, or students of IGER in the performance of RESEARCH PROJECT(S).



     4.4 “OTHER RESEARCH RESULTS” shall mean all data, information, procedures, techniques and
know-how generated in the performance of RESEARCH PROJECT(S), but expressly excludes JOINT
INTELLECTUAL PROPERTY, CERES INTELLECTUAL PROPERTY, and IGER INTELLECTUAL PROPERTY.



     4.5 “BACKGROUND INTELLECTUAL PROPERTY” shall mean (i) inventions, discoveries, materials, data
and information, whether patentable or not; including related know-how; (ii) patents, patent
applications, plant variety rights, plant variety right applications, reissues, continuations,
continuations-in-part and divisionals in any country of the world; and (iii) trade secrets or
copyrighted works, which are individually or collectively created, developed, made, acquired or
licensed in by CERES or IGER independent of the activities performed pursuant to this Agreement,
including its SCHEDULES.




     4.5.1 Any Party asserting that certain intellectual property is BACKGROUND INTELLECTUAL
PROPERTY shall have the burden of substantiating such claim, if necessary, with tangible
evidence, including but not limited to paper or electronic records.




     4.5.2 The Parties acknowledge and agree that all relevant BACKGROUND INTELLECTUAL
PROPERTY for a RESEARCH PROJECT should be set forth within the corresponding SCHEDULE. With
respect to each element of BACKGROUND INTELLECTUAL PROPERTY listed in a SCHEDULE, the
listing Party shall include the following: ownership or licensed rights (exclusive or
non-exclusive) held by the listing Party (if no ownership) with respect to the COLLABORATION
CROPS. Notwithstanding, subject to Article 4.5.1, failure to specifically set forth such
BACKGROUND INTELLECTUAL PROPERTY in a SCHEDULE will not foreclose a later claim that certain
intellectual property is BACKGROUND INTELLECTUAL PROPERTY.



     4.6 CERES and IGER shall have an undivided interest in JOINT INTELLECTUAL PROPERTY.
Consequently, any and all patent applications or plant variety rights applications that cover JOINT
INTELLECTUAL PROPERTY shall be assigned jointly to CERES and IGER as soon as practicable.




     4.6.1 All rights and title to CERES INTELLECTUAL PROPERTY and CERES BACKGROUND
INTELLECTUAL PROPERTY shall belong to CERES, and IGER shall not acquire any interest in the
same by its performance under this Agreement.




     4.6.2 All rights and title to IGER INTELLECTUAL PROPERTY and IGER BACKGROUND
INTELLECTUAL PROPERTY shall belong to IGER, and CERES shall not





	 	 	 

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acquire any interest in the same by its performance under this Agreement, except as
expressly provided in this Agreement.



     4.7 Each Party will notify the other Party, in writing (“INVENTION NOTICE”), within thirty
(30) days of reduction to practice or knowledge of conception or discovery of JOINT INTELLECTUAL
PROPERTY, and each INVENTION NOTICE will describe the JOINT INTELLECTUAL PROPERTY with sufficient
specificity to allow assessment by the other Party.



     4.8 The Parties shall consult as soon as possible but in any case within twenty (20) days of
receiving an INVENTION NOTICE whether to proceed to obtain intellectual property protection on the
disclosed JOINT INTELLECTUAL PROPERTY or whether to protect the same through other methods. CERES
shall have the first option to pursue such protection in its best judgment in the joint names of
both Parties. If CERES so elects by written notice within sixty (60) days of such initial
consultation, CERES shall be the “ADMINISTERING PARTY” for the purposes of this Agreement.




     4.8.1 The ADMINISTERING PARTY shall be responsible for retaining counsel, overseeing
the process of securing intellectual property protection (i.e., the preparation, filing and
prosecution of patent or plant variety rights application(s)) and maintaining intellectual
property protection for the mutual benefit of the Parties, in its best judgment, for that
which it has prosecution responsibility. In addition to other reporting responsibilities
provided below, the ADMINISTERING PARTY shall promptly notify the other Party following
retention of counsel. The Parties will provide, and cause their respective employees, agents
and students to provide, all reasonable assistance which may be required in connection with
the filing and prosecution of such intellectual property rights, including without
limitation the signing of documents.




     4.8.2 The ADMINISTERING PARTY shall keep the non-administering Party advised as to all
developments with respect to all patent and plant variety rights application(s) and issued
patents and plant variety rights covering jointly owned JOINT INTELLECTUAL PROPERTY, which
includes supplying copies of all papers received and filed in connection with such
applications and patents in sufficient time for the non-administering Party to comment
thereon.



     4.9 CERES agrees to bear all legal expenses incurred by CERES as an ADMINISTERING PARTY in
obtaining and maintaining patents and plant variety rights, U.S. and other, covering JOINT
INTELLECTUAL PROPERTY.



     4.10 If CERES does not elect to file an application for a patent or plant variety rights or
continue maintenance of a patent or plant variety rights in a particular country, consistent with
the consultation of Article 4.8, IGER may file such application, continue such prosecution, or
maintain such patent or plant variety rights at its own expense; provided however, that prior to
filing any such application IGER will not take any action or proceed to any filing which would lead
to the possible disclosure of information which CERES wishes to keep confidential, as notified by
CERES to IGER in writing. For any such application, patent or plant variety rights, IGER shall
serve as the ADMINISTERING PARTY. CERES shall have non-exclusive rights under the specific patent
application(s), plant variety right application(s), patent(s) and/or plant variety right(s) in the
country(ies) in which CERES declined to initiate or continue its participation, subject to paying
IGER





	 	 	 

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reasonable remuneration (whether as a royalty or in some other form as the Parties may agree)
to be negotiated in good faith, and in any case CERES shall remain free to use and practice the
JOINT INTELLECTUAL PROPERTY covered by such specific patent application(s)/patent(s) or plant
variety rights application(s)/plant variety right(s) for research and evaluation purposes.




     4.11 At each quarterly meeting of the MANAGEMENT COMMITTEE, CERES will report CERES
INTELLECTUAL PROPERTY on which patent applications were filed in the preceding quarter and the
general subject matter of patent applications reasonably anticipated to be filed in the near term,
and IGER will report IGER INTELLECTUAL PROPERTY on which patent applications were filed in the
preceding quarter and the general subject matter of patent applications reasonably anticipated to
be filed in the near term. In addition, the Parties may exchange information regarding their
respective INTELLECTUAL PROPERTY at other times as they deem fit.



     4.12 The provisions of this Article 4 and specifically but without limitation the definitions
in Articles 4.1 through 4.4 and Articles 4.6 and 4.7 shall apply to any results obtained in
RESEARCH PROJECTS, including results of activities covered by EXISTING AGREEMENTS, except if
expressly provided otherwise in a SCHEDULE or in Article 18.




	5.	 	USE AND COMMERCIALIZATION RIGHTS.






	 	 5.1	 	IGER Research Rights.






     5.1.1 Through the express grant of such rights in any SCHEDULE, CERES may grant IGER
the right to use CERES INTELLECTUAL PROPERTY to the extent required for, and for the sole
purpose of, the performance by IGER (or its SUBCONTRACTORS) of RESEARCH PROJECTS. SCHEDULES
may specify that similar rights are granted with respect to defined elements of CERES
BACKGROUND INTELLECTUAL PROPERTY.




     5.1.2 IGER shall have the right to use JOINT INTELLECTUAL PROPERTY and OTHER RESEARCH
RESULTS (a) for the purpose of the implementation of RESEARCH PROJECTS; (b) subject to
Article 3 and CERES’ prior written approval, for internal research purposes and research
under United Kingdom government or European Union funding in collaboration with academic
institutions in the European Union, provided that CERES’ approval may be conditional upon
(i) CERES receiving the exclusive right (subject to Articles 5.1.2(a) and 5.2) to use and
exploit commercially the results of such research in COLLABORATION CROPS, (ii) adequate
safeguards to prevent unauthorized use or disclosure of JOINT INTELLECTUAL PROPERTY, OTHER
RESEARCH RESULTS or results directly or indirectly based on any of the foregoing and (iii)
CERES reviewing and approving the terms and conditions of any agreement governing such
research activities.




	 	5.2	 	Commercialization Rights of IGER in the United Kingdom.






     5.2.1 “RELEASED VARIETY” shall mean any variety of a COLLABORATION CROP which
constitutes JOINT INTELLECTUAL PROPERTY and which is released for commercialization pursuant
to a SCHEDULE. IGER shall have the non-exclusive right to exploit commercially RELEASED
VARIETIES in the United Kingdom.





	 	 	 

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     5.2.2 If the commercial exploitation of a RELEASED VARIETY in the United Kingdom by
IGER requires a license on CERES INTELLECTUAL PROPERTY or BACKGROUND INTELLECTUAL PROPERTY
of CERES, CERES shall negotiate in good faith with IGER or a designee of IGER about the
grant of such a license, provided however that CERES shall have no obligation to grant any
license on transgenes or transgenic technologies.




     5.2.3 Unless otherwise agreed by the Parties, IGER shall pay royalties to CERES under
its non-exclusive right set forth in Article 5.2.1 at a rate equal to one half of the
royalty rate in CERES’ exclusive license agreement for the same RELEASED VARIETY, and CERES
shall pay royalties at the same rate to IGER for sales by CERES, its AFFILIATED COMPANIES or
licensees in the United Kingdom.




	 	5.3	 	Commercialization Rights — Other.






     5.3.1 Subject to Articles 5.1 and 5.2, the Parties acknowledge and agree that CERES
shall have the exclusive right, with the right to grant sublicenses to this right, to use
and commercially exploit JOINT INTELLECTUAL PROPERTY (including but not limited to RELEASED
VARIETIES) and OTHER RESEARCH RESULTS for any and all uses and fields, including, but not
limited to, use in the COLLABORATION CROPS and crops other than the COLLABORATION CROPS. Any
commercialization (including, but not limited to, the grant of commercialization licenses)
of JOINT INTELLECTUAL PROPERTY and/or OTHER RESEARCH RESULTS shall result in CERES paying
IGER a reasonable remuneration (whether as a royalty or in some other form as the Parties
may agree) to be negotiated in good faith. The terms for remuneration will be specified,
with respect to specific RESEARCH PROJECTS, JOINT INTELLECTUAL PROPERTY and/or OTHER
RESEARCH RESULTS, either in the respective SCHEDULES or in other agreements to be executed
by the Parties.




     5.3.2 Subject to Articles 5.1 and 5.2, IGER grants CERES an exclusive, world-wide
license, with the right to grant sublicenses, to use and exploit commercially (a) IGER’s
interest in any JOINT INTELLECTUAL PROPERTY (including but not limited to RELEASED
VARIETIES) and OTHER RESEARCH RESULTS; (b) IGER INTELLECTUAL PROPERTY and (c) when and only
to the extent necessary for the commercialization or use of JOINT INTELLECTUAL PROPERTY
and/or OTHER RESEARCH RESULTS and/or IGER INTELLECTUAL PROPERTY for the COLLABORATION CROPS,
IGER BACKGROUND INTELLECTUAL PROPERTY, subject to paying IGER reasonable remuneration
(whether as a royalty or in some other form as the Parties may agree) to be negotiated in
good faith. Such license grants will be further specified in SCHEDULES to this Agreement
and/or other agreements to be executed by the Parties. Unless otherwise agreed by both
Parties, license agreements for non-transgenic RELEASED VARIETIES will be based on the Model
License Agreement for Non-transgenic Varieties in EXHIBIT G or such other model
license agreements as the Parties may agree upon. Certain remuneration principles to be
included in other license agreements, unless the Parties agree otherwise, are set forth in
EXHIBIT H.





	 	 	 

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	6.	 	ENFORCEMENT OF JOINT INTELLECTUAL PROPERTY RIGHTS.





     6.1 CERES will have the right, at its own discretion and expense, to take any action to
enforce and to initiate and prosecute suits for infringement of jointly owned intellectual property
rights covering JOINT INTELLECTUAL PROPERTY. CERES and IGER will consult with each other upon a
course of action and enforcement strategy. CERES will be responsible for the conduct of any such
enforcement action, and IGER will reasonably cooperate with CERES to effect the enforcement action,
and if appropriate, determine a settlement position. CERES shall be responsible for retaining
counsel and shall promptly notify IGER following retention of counsel, and IGER agrees to be
represented by such counsel as may be required for any enforcement action or settlement. For
purposes of settlement, CERES shall be the contact with the Parties’ counsel as well as the
opposing Party(ies) and shall have the right to enter into settlements. CERES shall keep IGER
advised as to all developments with respect to the enforcement action and settlement discussions,
which includes supplying to IGER copies of all papers received and filed in sufficient time for
IGER to comment thereon. IGER may attend any and all meetings with the Parties’ counsel and the
opposing side for settlement purposes. IGER agrees to join voluntarily in any action brought by
CERES as a Party plaintiff/defendant, if necessary, at the expense of CERES. If necessary, IGER
agrees to enter into a joint defense agreement.



     6.2 In situations where a substantial commercial interest of IGER in the United Kingdom is
harmed by infringement, and CERES elects not to pursue any action to enforce and to initiate and
prosecute suits for infringement, IGER shall have the right to pursue any such action and CERES
will reasonably cooperate with IGER, if necessary, to permit IGER to properly enforce its rights.
IGER will be responsible for the conduct of any such enforcement action. IGER shall be responsible
for retaining counsel and shall promptly notify CERES following retention of counsel, and CERES
agrees to be represented by such counsel as may be required for any enforcement action or
settlement. For purposes of settlement, IGER shall be the contact with the Parties’ counsel as well
as the opposing Party(ies) and shall have the right to enter into settlements. IGER shall keep
CERES advised as to all developments with respect to the enforcement action and settlement
discussions, which includes supplying to CERES copies of all papers received and filed in
sufficient time for CERES to comment thereon. CERES may attend any and all meetings with the
Parties’ counsel and the opposing side for settlement purposes. CERES agrees to join voluntarily in
any action brought by IGER as a Party plaintiff/defendant, if necessary, at the expense of IGER. If
necessary, CERES agrees to enter into a joint defense agreement.



     6.3 Any damages received by a Party as a result of an enforcement action of rights to JOINT
INTELLECTUAL PROPERTY, after deduction of all enforcement related costs incurred by such Party,
shall be considered as revenues for the purpose of remuneration payments to the other Party, as set
forth in any applicable license/commercialization agreement between the Parties. In the absence of
any such license/commercialization agreement, the Parties will share such damages after deduction
of all enforcement related costs incurred by the Party receiving the damages, in proportion to
their relative financial contributions to the creation (i.e., research and development) of such
JOINT INTELLECTUAL PROPERTY.




	7.	 	CONFIDENTIALITY.





     7.1 As used in this Agreement, the term “Confidential Information” shall mean (a) all
non-public information and material received by one Party from the other in furtherance of the





	 	 	 

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collaboration contemplated by this Agreement and (b) any and all information, results including
material and observations generated in the performance of any RESEARCH PROJECT including,
without limitation, CERES INTELLECTUAL PROPERTY, IGER INTELLECTUAL PROPERTY, JOINT INTELLECTUAL
PROPERTY and OTHER RESEARCH RESULTS. Confidential Information can include, but is not limited to,
information concerning the disclosing Party’s operations, research, processes, techniques, data and
non-public materials.



     7.2 Subject to Article 7.3, for a period of five (5) years after the termination of the
related RESEARCH PROJECT, the receiving Party shall not use, except (a) for the benefit of the
Parties’ collaboration or (b) such use as is expressly allowed by this Agreement and/or disclose
any Confidential Information to any third party (i) without the prior written consent of the
disclosing Party if the Confidential Information was received from the other Party, or (ii) the
prior written consent of both Parties if the Confidential Information was generated during a
RESEARCH PROJECT, provided however that CERES shall have no restrictions regarding CERES
INTELLECTUAL PROPERTY or regarding any information of material resulting from RESEARCH PROJECT
activities in which IGER does not participate. Confidential Information shall only be made
accessible to each Party’s employees or students on a need-to-know basis and not to any third
party, subject to Articles 7.3 and 7.4. Manuscripts and papers published in scientific journals and
presentations made at public meetings that include Confidential Information are exempt from the
confidentiality obligations of this Article, provided the Parties followed the procedure set forth
in Article 8.



     7.3 The receiving Party shall have no obligations of confidentiality for information that:
can be established through written evidence to be in the possession of the receiving Party prior to
the disclosure by the disclosing Party; is or becomes public knowledge through no fault of the
disclosing Party; and/or is acquired from others not under an obligation of confidentiality to the
disclosing Party. In addition, the Parties, pursuant to the express terms of this Agreement or any
SCHEDULE or other agreement between the Parties, shall have the right to proceed to disclosures of
Confidential Information (a) as required to file for intellectual property protection or
registration or deregulation or approval of genetically modified organisms; (b) as required to
exercise commercialization rights granted in or on the basis of this Agreement and for related
marketing activities; (c) as required by laws, rules or regulation or court ordering such as,
without limitation, SEC regulations and IRS regulations; or (d) in CERES’ reasonable judgment for
the limited purpose of (potential) investors and business partners, but only with respect to the
Confidential Information defined in Article 7.1 (b) and not other Confidential Information of IGER.



     7.4 The Parties acknowledge and agree that IGER will comply with its reporting obligations to
DEFRA as required by the DEFRA agreement NF 0426 referred to in EXHIBIT E, provided that
IGER shall (i) not disclose any CERES BACKGROUND INTELLECTUAL PROPERTY, CERES INTELLECTUAL PROPERTY
or OTHER RESEARCH RESULTS obtained by CERES, (ii) use all reasonable efforts to ensure that the
confidentiality of all other results of RESEARCH PROJECTS is maintained to the extent allowed by
the applicable regulations, and (iii) provide a draft of any such report to CERES at least thirty
(30) days before the submission date and take CERES’ comments, if any, into account.





	 	 	 

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8. PUBLICATIONS.




     8.1 The Parties agree that the researchers involved in the RESEARCH PROJECTS are
permitted to present methods and/or results of the RESEARCH PROJECTS at symposia and
professional meetings and to publish the same in journals or the like; provided however, the
disclosing Party must furnish copies of any proposed publication, presentation or disclosure
(collectively “Disclosure”) to the other Party at least thirty (30) days in advance of the specific
submission, presentation or other disclosure.



     8.2 The non-disclosing Party shall have the thirty (30) day notice period to object, in
writing, to such proposed Disclosure because it contains (a) potentially patentable subject matter
that needs protection or (b) BACKGROUND INTELLECTUAL PROPERTY or JOINT INTELLECTUAL PROPERTY or
INTELLECTUAL PROPERTY of the non-disclosing Party or OTHER RESEARCH RESULTS which need to be kept
confidential for compelling business reasons in the non-disclosing Party’s reasonable judgment. In
the event that the non-disclosing Party makes such objection, the disclosing Party will (x) if
applicable, elect to cooperate with the non-disclosing Party to obtain proper protection in
accordance with the provisions of Article 4 herein or (y) remove the objectionable subject matter
from the Disclosure. No delay caused by the non-disclosing Party under this Article shall extend
beyond three (3) months, wherein upon such delay, the disclosing Party shall be permitted to
proceed without being in breach of this Article.



     8.3 CERES and IGER shall use reasonable efforts to avoid any action that might jeopardize the
ability of the Parties, individually or jointly as the case may be, to obtain or retain
valid/enforceable intellectual rights in JOINT INTELLECTUAL PROPERTY, IGER INTELLECTUAL PROPERTY or
CERES INTELLECTUAL PROPERTY.



     8.4 Nothing in this Article 8 shall restrict disclosures that are allowed under Article 7.



     8.5 Upon recommendation of the MANAGEMENT COMMITTEE, the Parties may adopt alternative review
processes, in particular for information to be presented at symposia or professional meetings or
for activities directed towards legislative and regulatory bodies.




	9.	 	PUBLICITY.





     9.1 CERES will not identify IGER in any products, publicity, promotion, promotional
advertising or other promotional materials to be disseminated to the public, or use any trademark,
service mark, trade name, logo or symbol that is representative of IGER or its entities, whether
registered or not, or use the name, title, likeness or statement of any IGER faculty member,
employee or student, without IGER’s prior written consent. Any use of IGER’s name shall be limited
to statements of fact and shall not imply endorsement by IGER of CERES’ research, products or
services.



     9.2 IGER will not identify CERES in any products, publicity, promotion, promotional
advertising or other promotional materials to be disseminated to the public, or use any trademark,
service mark, trade name, logo or symbol that is representative of CERES or its entities, whether
registered or not, or use the name, title, likeness or statement of any CERES employee or student,
without CERES’ prior written consent. Any use of CERES’ name shall be limited to statements of fact
and shall not imply endorsement by CERES of IGER’s research, products or services.





	 	 	 

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     9.3 Notwithstanding any provision of this Article, either of the Parties can disclose or
otherwise acknowledge, without restriction, the existence of this Agreement as well as the
collaborative relationship between the Parties without the prior
consent of the other Party. Notwithstanding the unilateral disclosure rights provided for in this Article, if the
disclosure or acknowledgement takes the form of a written release by the disclosing Party, the
disclosing Party shall provide the other Party a copy of any such unilateral disclosure prior to
its release so as to allow the other Party to comment and shall take such comments reasonably into
account. However, no advance copy needs to be provided of any releases referred to in Article
9.4(a) or 9.4(b) or of any releases which are identical to previous releases.



     9.4 The Parties intend to issue joint press releases regarding their collaboration. Any such
press release and any press release by either Party will be subject to the prior written approval
of both Parties; provided however, that (a) CERES shall have the right to otherwise disclose
information as may be required in CERES’ judgment to comply with SEC or IRS regulations or other
laws, rules or regulations governing disclosure of information and (b) IGER shall have the right to
otherwise disclose information as may be required in IGER’s judgment to comply with laws, rules or
regulations governing disclosure of information. Notwithstanding the unilateral disclosure rights
provided for in this Article, the disclosing Party shall provide the other Party a copy of any such
unilateral disclosure preferably prior to its release.



10. RECORDS AND AUDITS.




     IGER shall keep accurate and detailed records in accordance with good accounting practices of
all expenses and extramural income, if any, relating to the RESEARCH PROJECTS. All such records
shall be subject to inspection by an independent auditor designated by CERES and reasonably
acceptable to IGER within normal business hours with at least fourteen (14) days notice. Such
inspection rights shall terminate, with respect to each RESEARCH PROJECT, on the third anniversary
of the expiration or termination of such RESEARCH PROJECT.



11. INDEPENDENT CONTRACTOR.




     The relationship of the Parties is that of independent contractors. Nothing herein is intended
or will be construed to establish any agency, partnerships or joint ventures. Neither Party is
authorized or empowered to act as an agent for the other Party for any purpose, nor shall either
Party be bound by the acts or conduct of the other Party.



12. CONVENTION ON BIOLOGICAL DIVERSITY.




     12.1 The Parties agree that they shall at all times comply with the Convention on
Biological Diversity signed in 1992 at the Rio Earth Summit (“CBD”) in the implementation of this
Agreement, to the extent the CBD is applicable.



     12.2 Any germplasm of COLLABORATION CROPS made available by IGER for a RESEARCH PROJECT will
be identified in detail in the relevant SCHEDULE. The origin of the material, date of collection
and references to any agreements governing such material and/or the collection thereof will be
included. Reference to any such agreements existing on the Effective Date is included in
EXHIBIT E or in Article 13.2.1.8.





	 	 	 

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     12.3 With respect to any germplasm made available by IGER for a RESEARCH PROJECT which is
covered by the CBD, CERES, in collaboration with IGER who will
provide all required assistance, will use reasonable efforts to obtain commercialization rights from the relevant
competent authorities in the countries where the germplasm was collected, allowing the grant of
rights to CERES as provided in this Agreement.



13. WARRANTIES.




     13.1 Representations and Warranties of CERES.




     “To the Knowledge of CERES” as used in this Article 13.1 shall mean: to the actual
knowledge, as of the Effective Date, of any member of the Board of Directors or any officer
of CERES or any employee of CERES who has actively participated in the negotiation of the
transactions contemplated by this Agreement.




     13.1.1 CERES represents and warrants to IGER that:




     13.1.1.1 CERES (a) is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware; (b) has all requisite power
and authority to conduct the business in which it is currently, or is currently
proposed to be, engaged; (c) has the corporate power and authority to execute and
deliver this Agreement; and (d) has the corporate power and authority to perform its
obligations under this Agreement;




     13.1.1.2 the execution, delivery, and performance by CERES of this Agreement
have been duly authorized by all necessary corporate action of CERES;




     13.1.1.3 this Agreement has been duly executed and delivered by CERES, and
constitutes the legal, valid and binding obligations of CERES enforceable against
CERES in accordance with its terms;




     13.1.1.4 as of the Effective Date, CERES has not received notice of, and is not
in default under, or with respect to, any contractual obligation, which, individually
or together with all such defaults, would have a material adverse effect on the
ability of CERES to perform its obligations under this Agreement;




     13.1.1.5 to the Knowledge of CERES, no approval, consent, compliance, exemption,
authorization or other action by, or notice to, or filing with, any governmental
agency or other person and no lapse of a waiting period is necessary or required in
connection with the execution, delivery or performance by, or enforcement against,
CERES of this Agreement or the transactions contemplated hereby;




     13.1.1.6 to the Knowledge of CERES, CERES has the right to make the conveyances
and grants in accordance with the Articles hereof, including, without limitation, the
license grants in this Agreement, and no such conveyance or grant violates or
constitutes an event that is or would be with the passage of time, in any





	 	 	 

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material
way, a violation, breach or default of, any material agreement or material obligation
to which CERES is a party or by which it is bound; and




     13.1.1.7 all former and current employees of CERES have executed written
agreements with CERES that assign to CERES all rights to any inventions,
improvements, discoveries or information relating to CERES’ business, subject however
to Section 2870 of the California Labor Code. To the Knowledge of CERES, no employee
of CERES has entered into any agreement with a former employer that would be violated
by his or her employment with CERES.





13.2 Representations and Warranties of IGER.





     “To the Knowledge of IGER” as used in this Article 13.2 shall mean: to the actual
knowledge, as of the Effective Date, of any member of the Executive Committee of IGER or of
any employee of IGER who has actively participated in the negotiation of the transactions
contemplated by this Agreement.




     13.2.1 IGER represents and warrants to CERES that:




     13.2.1.1 IGER (a) is a company limited by guarantee, registered in England No.
473456 and a registered Charity No. 272150, duly incorporated, validly existing and
in good standing under the laws of England and Wales; (b) has all requisite power and
authority to conduct the business in which it is currently, or is currently proposed
to be, engaged; (c) has the corporate power and authority to execute and deliver this
Agreement; and (d) has the corporate power and authority to perform its obligations
under this Agreement;




     13.2.1.2 the execution, delivery, and performance by IGER of this Agreement have
been duly authorized by all necessary corporate action of IGER;




     13.2.1.3 this Agreement has been duly executed and delivered by IGER, and
constitutes the legal, valid and binding obligations of IGER enforceable against IGER
in accordance with its terms;




     13.2.1.4 as of the Effective Date, IGER has not received notice of, and is not
in default under, or with respect to, any contractual obligation, which, individually
or together with all such defaults, would have a material adverse effect on the
ability of IGER to perform its obligations under this Agreement;




     13.2.1.5 to the Knowledge of IGER, no approval, consent, compliance, exemption,
authorization or other action by, or notice to, or filing with, any governmental
agency or other person and no lapse of a waiting period is necessary or required in
connection with the execution, delivery or performance by, or enforcement against,
IGER of this Agreement or the transactions contemplated hereby;




     13.2.1.6 to the Knowledge of IGER, and subject to the Assignment/License
referred to in Article 14.1 (e) (v), IGER has the right to make the conveyances and
grants in accordance with the Articles hereof, including, without





	 	 	 

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limitation, the
license grants, 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
IGER or any such Affiliate of IGER is a party or by which it is bound;




     13.2.1.7 all former and current employees of IGER have executed written
agreements with IGER that assign to IGER all rights to any inventions, improvements,
discoveries or information relating to IGER’s business. To the Knowledge of IGER, no
employee of IGER has entered into any agreement with a former employer that would be
violated by his or her employment with IGER; and




     13.2.1.8 EXHIBIT E sets forth an exhaustive list of all agreements and
commitments in existence on the Effective Date to which IGER is a party, or that
contain obligations or restrictions affecting IGER, in connection with the
COLLABORATION CROPS, except for the following agreements which are not included in
EXHIBIT E:




	 	1.	 	Agreement of July 12, 2004
between Bio-Renewables Limited, IGER and Plant Research
International B.V.;






	 	2.	 	Agreement dated the
23rd of June 2005 between [***] and IGER; and






	 	3.	 	Agreement dated October 18,
2006 between [***] and IGER.





     13.3 EXCEPT AS PROVIDED IN ARTICLES 13.1 AND 13.2, THE PARTIES ACKNOWLEDGE AND AGREE THAT
NEITHER PARTY HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL
EITHER PARTY BE HELD RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR
LOSS OF PROFIT ARISING OUT OF THE USE OF ANY JOINT INTELLECTUAL PROPERTY, CERES INTELLECTUAL
PROPERTY, IGER INTELLECTUAL PROPERTY, OTHER RESEARCH RESULTS OR BACKGROUND INTELLECTUAL PROPERTY
COVERED BY THIS AGREEMENT OR ANY SCHEDULE OR ARISING OUT OF THE IMPLEMENTATION OF THIS AGREEMENT,
EVEN IF SUCH PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.



     13.4 Nothing in this Agreement is or shall be construed as:




(a) a warranty or representation by either Party as to the validity or scope of any
patent rights or plant variety rights;




(b) a warranty or representation by either Party that anything made, used, sold
or otherwise disposed of pursuant to any license granted under this Agreement is or
will be free from infringement of patents, copyrights or other rights of third
parties;




(c) any obligations by either Party to bring or prosecute actions or suits against
third








	 	 	 

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



 









 





parties for patent infringement; or parties for patent infringement, or



a grant by implication, estoppel or otherwise of any licenses under patent
applications, patents, plant variety rights applications and/or plant variety rights
of CERES and/or IGER or other person other than as provided in the express provisions
of this Agreement or a SCHEDULE on this Agreement.




	14.	 	TERM AND TERMINATION.





     14.1 The term of this Agreement shall be fifteen (15) years from the Effective Date,
unless sooner terminated in accordance with the following provisions of this Article:




     (a) mutual, written agreement of the Parties;




     (b) failure of one Party to satisfy its material obligations under this Agreement, and
such Party subsequently fails to cure such failure(s) within (i) thirty (30) days for
failures to remit payment for amounts due under this Agreement and (ii) ninety (90) days for
all other obligations in each case after receipt of written notice from the non-breaching
Party specifying such failure(s);




     (c) one (1) year’s written notice of termination by either CERES or IGER to the other
Party in case either the terminating Party or the other Party ceases substantially all
activities in the COLLABORATION CROPS;




     (d) IGER will have the right to terminate this Agreement unilaterally with thirty (30)
days’ written notice to CERES, (i) if CERES seeks protection under any bankruptcy,
insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if
any such proceeding is instituted against CERES (and not dismissed within one hundred twenty
(120) days); (ii) in case of dissolution or winding up of CERES (excluding any situation
where all or substantially all of CERES’ 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)); or (iii) with written notice to CERES, if CERES has failed in a
substantial manner, three (3) years after either Party or the Parties jointly have developed
a propagation method for Miscanthus that results in the crop being commercially competitive
in the United States or in Europe as compared to other energy crops being grown at that time
in the relevant geography, to implement the activities set forth in EXHIBIT F, and
does not remedy such failure or offer a remediation plan which is reasonably acceptable to
IGER within ninety (90) days after receipt of a written notice from IGER specifying such
failure;




     (e) CERES will have the right to terminate this Agreement unilaterally: (i) with thirty
(30) days’ written notice to IGER if John Clifton-Brown or Iain Donnison cease(s)
to be associated with IGER and the RESEARCH PROJECTS contemplated by this Agreement, and
IGER has not replaced such person(s) within one hundred twenty (120) days by (a) person(s)
reasonably acceptable to CERES; (ii) with ninety (90) days’ written notice to IGER, if the
institutional mission, purpose, structure or funding of IGER would change substantially and
adversely affect IGER’s ability to satisfy its obligations hereunder; (iii) with one (1)
years’ written notice to IGER, if CERES has a documented compelling business reason to cease
the collaboration, (for example, without limitation, lack of sufficient processing capacity
for COLLABORATION CROPS within the expected timeframe in the United States; COLLABORATION
CROPS are non-competitive with other biomass sources); (iv) with three (3) months’ prior
written notice to IGER, such notice to be given no earlier than eighteen (18)





	 	 	 

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months after
the Effective Date, if no rights to commercialize (including determination of the
compensation due upon commercialization) COLLABORATION CROPS germplasm provided by IGER
which is included in a RESEARCH PROJECT have been secured to CERES’ reasonable satisfaction
in compliance with the CBD; or (v) with thirty (30) days’ written notice to IGER if Defra
has not assigned to IGER, or granted to IGER an exclusive license reasonably satisfactory to
CERES on, the Intellectual Property vested in Defra or the Crown or the Secretary of State
pursuant to the DEFRA agreement NF 0426 within sixty (60) days from the Effective Date (the
“Assignment/License”).




     (f) either Party will have the right to terminate this Agreement if no active RESEARCH
PROJECTS exist for more than two (2) years, provided that on or after the second anniversary
of the expiration or termination of the last SCHEDULE to expire or terminate, the Parties
have not agreed on any new SCHEDULE despite (i) negotiations in good faith by both Parties
or (ii) diligent, documented attempts by the terminating Party to conduct negotiations in
good faith with respect to one or more new SCHEDULES, to which attempts the other Party has
not been responsive.



     14.2 Promptly upon the delivery of a notice of termination of this Agreement, the Parties will
meet to discuss the ongoing RESEARCH PROJECTS, and each Party will provide to the other Party any
data, information and germplasm that constitutes or is covered by JOINT INTELLECTUAL PROPERTY and
which has not been provided prior to the notice of termination, without prejudice to additional
on-going delivery obligations set forth in any SCHEDULES.



     14.3 Termination of this Agreement shall not affect the rights and obligations of the Parties
accrued prior to termination hereof nor any license grants then in existence, nor either Party’s
non-exclusive rights to commercialize then existing RELEASED VARIETIES in the United Kingdom,
subject to payment of remuneration as set forth in any relevant license/commercialization
agreements. Further, the provisions set forth hereinafter shall apply.




     14.3.1 In case of termination on the basis of Article 14.1 (b) if CERES is the
breaching Party, Article 14.1 (c) if CERES ceases substantially all activities in the
COLLABORATION CROPS, Article 14.1 (d) (i), (ii) or (iii) or Article 14.1. (e) (iii), at or
about the effective date of termination, the Parties will negotiate in good faith to reach
agreement as to the rights to use and commercially exploit JOINT INTELLECTUAL PROPERTY not
covered by any relevant license/commercialization agreement between the Parties, which
rights will be addressed in one or more written agreements. If the Parties fail to reach
agreement within ninety (90) days after the start of such negotiations, which shall be
evidenced by written notice from one Party to the other initiating such negotiations, each
Party shall have the non-exclusive right to use and commercially exploit JOINT INTELLECTUAL
PROPERTY for any and all purposes, with the right to grant sublicenses, subject to the
obligations of the first sentence of Article 14.3, provided that no licenses on any
transgenes or transgenic technologies of the other Party shall be included or implied.




     14.3.2 In case of termination on the basis of Article 14.1 (b) if IGER is the breaching
Party, Article 14.1 (c) if IGER ceases substantially all activities in the COLLABORATION
CROPS, Article 14.1 (e) (i) or (ii) or Article 14.1 (f), subject to the obligations of the
first sentence of Article 14.3, CERES shall have the exclusive right to use and commercially
exploit any JOINT INTELLECTUAL PROPERTY to the extent such JOINT





	 	 	 

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INTELLECTUAL PROPERTY is
not covered by any relevant license/commercialization
agreement between the Parties. At or about the effective date of termination, the
Parties will negotiate in good faith to reach agreement as to reasonable remuneration
(whether as a royalty or in some other form as the Parties may agree), which will be
addressed in one or more written agreements. If the Parties fail to reach agreement within
ninety (90) days after the start of such negotiations, which shall be evidenced by written
notice from one Party to the other initiating such negotiations, the remuneration shall be
settled in accordance with the dispute resolution procedure in Article 15.



     14.4 Termination of this Agreement for any reason will not relieve either Party of any
obligation or liability accrued under this Agreement before termination or rescind any payments
made or due before termination. Articles 4, 5 (subject to Article 14.3), 6, 7, 8, 9.1, 9.2, 10,
12.3, 13, 14.2, 14.3, 14.4, 14.5, 15, 16 and 18 will survive any termination of this Agreement.



     14.5 Termination of this Agreement shall not automatically terminate any existing RESEARCH
PROJECT, which can only be terminated according to the specific terms of the related SCHEDULE. The
terms and provisions of this Agreement shall continue to apply to the activities and outcomes of
any such RESEARCH PROJECTS, notwithstanding the termination of this Agreement, unless provided
otherwise in the relevant SCHEDULE or by written agreement of the Parties upon termination.




	15.	 	DISPUTE RESOLUTION AND APPLICABLE LAW.





     15.1 All disputes, differences or questions arising out of or in connection with this
Agreement or its SCHEDULES, or related to the alleged breach, termination, validity, interpretation
or violation thereof, shall be submitted to the MANAGEMENT COMMITTEE for resolution, which shall
convene, whether in person or otherwise, to resolve such dispute in a timely manner. Either Party
may initiate a resolution procedure by providing written notice (“Dispute Notice”) to the other
Party, and any such Dispute Notice must set forth the subject matter of the dispute, difference or
question. If after sixty (60) days the dispute remains unresolved, the Chief Scientific Officer of
CERES and the Director of IGER shall seek to resolve the dispute through negotiation. The Parties
agree that at least eight (8) cumulative hours of negotiations will be undertaken. If the dispute
still remains unresolved ninety (90) days after the Dispute Notice, either Party may initiate
proceedings pursuant to Article 15.2.



     15.2 Dispute Resolution and Arbitration.




     In the event of any dispute arising out of or in connection with this Agreement, the
Parties agree to submit the matter to settlement proceedings under the ICC ADR Rules. If the
dispute has not been settled pursuant to the said Rules within forty-five (45) days
following the filing of a Request for ADR or within such other period as the Parties may
agree in writing, such dispute shall be finally settled under the Rules of Arbitration of
the International Chamber of Commerce by three (3) arbitrators appointed in accordance with
the said Rules of Arbitration. The provisions set forth hereinafter shall apply to the
arbitration procedures, without prejudice to the ICC Rules of Arbitration.




     15.2.1 Qualifications of Arbitrators.





	 	 	 

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     Each arbitrator appointed shall have a reputation as being experienced in the
legal and technical matters related to the dispute, shall be required to disclose,
among other disclosures, any prior involvement with the legal and technical matters
related to the dispute and any involvement with a competitor of any Party, and shall
not be presently nor in the past have been affiliated with any Party or a competitor
of any Party. Notwithstanding the method of their appointment, each arbitrator shall
be required to meet the standards contained in the Rules with respect to
independence.




     15.2.2 Location of the Arbitration.




     The seat of arbitration shall be Paris, France. The arbitrators may hold
hearings at such other locations as the arbitrators shall determine, after
consultation with the Parties.




     15.2.3 Language of Arbitration.




     The arbitral proceedings and all pleadings and written evidence shall be in the
English language. Any written evidence originally in a language other than English
shall be submitted in English translation accompanied by the original or true copy
thereof




     15.2.4 Limitation on Remedies.




     The arbitrators are precluded from awarding punitive or exemplary damages. In
no event shall the arbitrators have the powers of an amiable compositeur.



     15.3 Applicable law.




     This Agreement shall be governed by, and construed and interpreted in accordance with,
the laws of the State of New York, United States of America, without regard to the
principles of conflicts of law thereof.




	16.	 	NOTICES.





     Any notices required to be given or which shall be given under this Agreement shall be in
writing and delivered by overnight (trackable) courier addressed to the Parties as follows:


Vice President of Product Development

cc: Legal Department

Ceres, Inc.

1535 Ranch Conejo Blvd.

Thousand Oaks, California 91320

United States of America



Institute Business Manager

OR for legal or financial notices:

Institute Secretary

Institute of Grassland and Environmental Research






	 	 	 

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Plas Gogerddan

Aberystwyth

Ceredigion

SY23 3EB

United Kingdom




     Notices under this Agreement sent by overnight courier by one Party to the other Party at its
above address, shall be deemed to have been given or made as of the date following the date so
mailed.



17. GENERAL.




     17.1 Entire Agreement/Modifications.



     This Agreement constitutes the entire agreement between the Parties hereto with respect to the
subject matter hereof, and there are no representations, warranties, covenants or obligations
except as set forth herein. This Agreement supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions, written or oral, of the Parties hereto relating to
the subject matter hereof. This Agreement and its SCHEDULES may only be amended, modified or
superseded by a writing executed by the authorized representatives of the Parties hereto. It is
anticipated that SCHEDULES will be attached to and become part of this Agreement as new RESEARCH
PROJECTS are undertaken, as described in Article 1.1.



     17.2 Severability.



     This Agreement, to the greatest extent possible, shall be construed so as to give validity to
all of the provisions hereof. If any provision of this Agreement is or becomes invalid, is ruled
illegal by a court of competent jurisdiction or is deemed unenforceable under the current
applicable law from time to time in effect during the term of this Agreement, the remainder of this
Agreement will not be affected or impaired thereby and will continue to be construed to the maximum
extent permitted by law. In lieu of each provision which is invalid, illegal or unenforceable,
there will be substituted or added as part of this Agreement by mutual written agreement of the
Parties, a provision which will be as similar as possible, in economic and business objectives as
intended by the Parties to such invalid, illegal or unenforceable provision, but will be valid,
legal and enforceable.



     17.3 Waiver.



     No failure or delay by either Party in exercising any right or remedy under this Agreement
will waive any provision of this Agreement. Nor will any single or partial exercise by either Party
of any right or remedy under this Agreement preclude it from otherwise or further exercising any
rights or remedies which it may have, or any other rights or remedies granted by any law or any
related document.



     17.4 Enforcement.



     In the event an action is commenced by either Party against the other to enforce any of the
provisions of this Agreement, the prevailing Party shall be entitled to recover from the other
Party reasonable attorneys’ fees, court costs and necessary disbursements incurred in connection
with such action.





	 	 	 

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     17.5 Assignablility.



     This Agreement binds and enures to the benefit of the Parties, their successor or assigns, but
may not be assigned by either Party without the prior written consent of the other Party; provided
however, CERES shall have the right to assign its rights and obligations under this Agreement to
any Affiliated Company without such prior consent. Each Party shall have the right to assign its
rights and obligations under this Agreement to a third party in conjunction with the transfer to
such third party of substantially all of the assets of such Party associated with performance under
this Agreement without such prior consent. “Affiliated Company” defined as any company owned or
controlled by, under common control with or controlling CERES, “control” meaning in this context
the direct or indirect ownership of fifty percent (50%) or more of the voting stock/shares of a
company, or the power to nominate at least half of the directors.



     17.6 Force Majeure.



     No Party shall be responsible to the other Party for delay or failure in performance of any
the obligations imposed by this Agreement, provided such failure shall be occasioned by fire,
flood, explosion, lightning, wind storm, hailstorm, earthquake, subsidence of soil, failure of
machinery or equipment or supply of materials, discontinuity in the supply of power, court order or
governmental interference, terrorist attacks, civil commotion, riot, war, strikes, labor
disturbances, transportation difficulties, labor shortage, natural genetic variation of any living
matter or by any other cause of like or unlike nature beyond the reasonable control and without
fault or negligence of such Party.



18. SPECIAL CONDITIONS IN CONNECTION WITH DEFRA AGREEMENT NF 0426.




     The Parties acknowledge that Defra is expected to assign or license exclusively to IGER any
rights in Intellectual Property which would vest in Defra or the Crown or the Secretary of State
pursuant to the DEFRA agreement NF 0426. If IGER receives an exclusive license from Defra rather
than an assignment of rights, the following will apply.




18.1 To the extent the license grant to CERES on IGER BACKGROUND INTELLECTUAL PROPERTY in
Article 5.3.2 relates to IGER BACKGROUND INTELLECTUAL PROPERTY that constitutes Intellectual
Property to which rights vest in Defra or the Crown or the Secretary of State, the word
“license” will be read as “sublicense” and all other terms of such Article will remain
unchanged.




18.2 To the extent that IGER INTELLECTUAL PROPERTY or JOINT INTELLECTUAL PROPERTY created in
a RESEARCH PROJECT constitutes or includes Intellectual Property to which rights vest in
Defra or the Crown or the Secretary of State, any conveyance or grant of rights or licenses
by IGER to CERES in this Agreement with respect to such IGER INTELLECTUAL PROPERTY or JOINT
INTELLECTUAL PROPERTY, will be read as the grant of an exclusive sublicense under IGER’s
exclusive license from Defra.





	 	 	 

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     IN WITNESS WHEREOF, IGER and CERES have caused this Agreement to be duly executed as indicated
below.









	 	 	 	 	 	 	 	 	 

	INSTITUTE OF GRASSLAND AND ENVIRONMENTAL RESEARCH	 	CERES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mervyn Humphreys	 	By:	 	/s/ Richard Flavell	 	 
	Name:

	 	 

Professor Mervyn Humphreys
	 	Name:
	 	 

Richard Flavell, CBE, FRS
	 	 
	Title:

	 	Director
	 	Title:
	 	Chief Scientific Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Richard Hamilton	 	 
	 

	 	 	 	Name:
	 	 

Richard Hamilton
	 	 
	 

	 	 	 	Title:
	 	President and Chief Executive
Officer	 	 








	 	 	 

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EXHIBIT A




to the Collaboration Agreement between IGER and CERES



DEFINITION OF COLLABORATION CROPS


Miscanthus and interbreeding species, including without limitation Saccharum and Erianthus species.









	 	 	 

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EXHIBIT B




to the Collaboration Agreement between IGER and CERES



PREFERRED FORM OF RECEIPT FORM



Packing Slip and Receipt Form

for material transferred pursuant to the Collaboration Agreement dated [x] between INSTITUTE OF

GRASSLAND AND ENVIRONMENTAL RESEARCH and CERES, INC. and SCHEDULES to such Agreement.



Material transferred pursuant to SCHEDULE [x] dated [...]



The undersigned [IGER/CERES] signatory certifies that the material and related information set
forth hereinafter are included in the shipment with which this form is enclosed.



The undersigned [IGER/CERES] signatory acknowledges having received in good order the material and
related information set forth hereinafter. The signature does not constitute an acceptance of the
receiving party’s qualification of the intellectual property (IP) status of the material
transferred, such IP status being defined in the Parties’ Collaboration Agreement.



[Include description of material and related information with indication of IP status (e.g.
Background, Joint IP) and any restrictions on transfer to subcontractors.]



THIS MATERIAL AND RELATED INFORMATION ARE TRANSFERRED ONLY FOR USE IN COMPLIANCE WITH THE ABOVE
MENTIONED COLLABORATION AGREEMENT AND SCHEDULE. CONFIDENTIALITY OBLIGATIONS APPLY.




	 	 	 	 	 	 	 	 	 

	For sending/receipt,	 	For receipt/sending,	 	 
	 
	 	 	 	 	 	 	 	 
	Signature:

	 	 	 	Signature:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 
	Date:

	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name: Walter E. Nelson	 	Name:	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Title: Product Development Manager
CERES, INC.	 	Title:

INSTITUTE OF GRASSLAND AND

ENVIRONMENTAL RESEARCH	 	 








	 	 	 

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EXHIBIT C




to the Collaboration Agreement between IGER and CERES



PREFERRED FORMS OF VARIETY EVALUATION AGREEMENT



(to be used for field evaluation)



FIELD TRIAL AGREEMENT

(Non transgenic. Fee for service. Academic.)




and




FIELD TRIAL AGREEMENT

(Non transgenic. No payment. Academic.)




PREFERRED FORM OF MATERIAL TRANSFER AGREEMENT

(to be used for transfer of material for other purposes than field evaluation)








	 	 	 

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FIELD TRIAL AGREEMENT

(Non transgenic. Fee for service. Academic.)





	1.	 	THE PARTIES
	 
	 	 	This Agreement is made effective on [date] (“Effective Date”) by and between [Ceres, Inc., a
Delaware corporation with principal offices at 1535 Rancho Conejo Blvd., Thousand Oaks, CA
91320, United States of America] or [Institute of Grassland and Environmental Research, a
company limited by guarantee, registered in England No. 473456 and a registered Charity No.
272150, having an office at Plas Gogerddan, Aberystwyth, Ceredigion, SY23 3EB, United
Kingdom] hereinafter “[CERES/IGER],” and [Party information to be completed], hereinafter
“[Party].”
	 
	 	 	THE PARTIES HERETO COVENANT AND AGREE AS FOLLOWS:
	 
	2.	 	FIELD TRIAL PROGRAM






	 	2.1	 	[CERES/IGER] will deliver to [Party] seeds or other propagating material as
described in ANNEX I and related information (jointly referred to as the
“CERES/IGER Plant Material”). The delivery conditions are set forth in ANNEX
I. Promptly upon receipt of the CERES/IGER Plant Material, Party will sign and
return the Receipt Form, in the preferred format attached as ANNEX II to this
Agreement, to [CERES/IGER] (attn: [responsible person at CERES/IGER]).
	 
	 	2.2	 	[Party] agrees to perform the activities defined in ANNEX I which shall
be referred to hereinafter as the “Program.” With reasonable notice [CERES/IGER] may
change the activities to be performed in the Program. If such changes do not result in
additional work to be performed by [Party], but consist for example of changes in
experimental design or in observations to be made or in information to be included in
reports, they shall be set forth in a written document provided by [CERES/IGER] to
[Party] which will be attached to ANNEX I and form part of it. If such changes
result in additional work to be performed by [Party] and require an adaptation of the
remuneration, they shall be set forth in an amendment to this Agreement signed by both
Parties. [CERES/IGER] will consider any suggestions for changes in the Program which
[Party] may suggest.
	 
	 	2.3	 	In performing the Program activities [Party] undertakes to comply with the work
plan and time schedule set forth in ANNEX I.
	 
	 	2.4	 	[Party] undertakes only to use the CERES/IGER Plant Material or any part,
progeny or seeds thereof for performing the Program activities to be carried out under
the Program and not for any other purpose. Specifically, but without limitation,
[Party] shall not use the Plant Material or any progeny, plants, parts of plants, plant
material, seeds or products derived therefrom in any form of reselection, breeding,
sexual crossing, seed production, back crossing, tissue culturing, mutagenesis, genetic
transformation or any biotechnological process, except as specifically approved in this
Agreement.








	 	 	 

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	 	2.5	 	The CERES/IGER Plant Material will be used only on fields and at premises under
the control of [Party] and identified in ANNEX I.
	 
	 	2.6	 	Upon termination of the Program, [Party] will, at the option of [CERES/IGER],
(i) allow [CERES/IGER] to remove any Plant Material and any progeny, plants, plant
material, seeds or products obtained in the Program or (ii) destroy any remaining
CERES/IGER Plant Material and any plants, plant material and seeds obtained under the
Program within fifteen (15) days from [CERES/IGER]‘s request to destroy, and will send
[CERES/IGER] forthwith an attestation of such destruction.
	 
	 	2.7	 	Subject to giving at least one day’s prior written notice in writing or by
email to [Party], [CERES/IGER] and [CERES/IGER] invitees will have the right to visit
the fields where Program activities are being conducted at any time, to make
observations and to collect samples.






	3.	 	REPORTS






	 	3.1	 	[Party] shall send [CERES/IGER] detailed written reports on the implementation
of the Program activities and the observations made and results obtained during the
implementation of the Program. The frequency of the reports and the type of
information to be included in same is set forth in ANNEX I.
	 
	 	3.2	 	During the entire Program, [Party] will promptly communicate to [CERES/IGER]
any information on the Program activities or the results obtained or observed that
[CERES/IGER] may ask. Between reports, [Party] will also spontaneously communicate to
[CERES/IGER] any unexpected observations or results.






	4.	 	REMUNERATION. PAYMENT






	 	4.1	 	[CERES/IGER] will pay [Party] a remuneration as set forth in ANNEX I
for the implementation of the Program, in accordance with the payment schedule set
forth in such annex. Overhead costs included in the remuneration shall not exceed [x]
percent (x%).
	 
	 	4.2	 	The payments will be made on the dates set forth in the payment schedule in
ANNEX I provided that [CERES/IGER] has received a corresponding invoice from
[Party] at least thirty (30) days in advance, by bank transfer to [Party’s] account
mentioned in its invoice.






	5.	 	OWNERSHIP. INTELLECTUAL PROPERTY RIGHTS. EXPLOITATION






	 	5.1	 	This Agreement does not bring any change to the ownership and intellectual
property rights relating to the CERES/IGER Plant Material. [Party] acknowledges that
the CERES/IGER Plant Material may be covered by patents or patent applications of
[CERES/IGER].
	 
	 	5.2	 	[CERES/IGER] will exclusively own any plants, parts of plants, plant material,
seeds, information, data, technology, or other findings or inventions resulting from
the








	 	 	 

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	 	 	 	Program that relate to the CERES/IGER Plant Material (hereinafter “Results”).
[CERES/IGER] will have the exclusive rights to protect any of the Results through
patents or plant variety protection rights or similar protection, and any
intellectual property rights arising therefrom will belong exclusively to
[CERES/IGER]. In case [Party] has made or contributed to any invention forming part
of the Results, [Party] shall promptly inform [CERES/IGER] thereof in writing and
shall assign its rights and cause its employees and staff members to assign their
rights in any such invention to [CERES/IGER]. [Party] shall render such assistance
as may be required for assigning any rights [Party] inventors may have in such
invention to [CERES/IGER] or
[CERES/IGER]’s designee and for protecting such
invention, including but not limited to the signing of documents. Any inventor of
[Party] will be recognized in patent applications on an invention which is part of
the Results in accordance with [U.S./U.K. patent law].
	 
	 	5.3	 	[CERES/IGER] will have the exclusive right to commercialize any of the Results.






	6.	 	CONFIDENTIALITY. PUBLICATIONS.






	 	6.1	 	[Party] will treat any and all information and material communicated or
transferred to it by [CERES/IGER] pursuant to this Agreement (including but not limited
to the CERES/IGER Plant Material) and any Results (including without limitation any
progeny, plants, seeds, parts of plants, plant material, or products obtained directly
or indirectly from the Plant Material) as strictly confidential and will not use the
same for any purpose other than as expressly allowed by this Agreement nor disclose or
transfer the same to any third party other than its employees or staff members
necessary to carry out the Program and bound by appropriate secrecy and non-use
undertakings consistent with [Party’s] obligations under this Agreement.
	 
	 	6.2	 	[Party] shall take all precautions to prevent theft or pilferage of the Plant
Material and any progeny, plants, seeds, parts of plants or plant material obtained
directly or indirectly from the Plant Material.
	 
	 	6.3	 	[Party] will not grant access to any field where Plant Material or any progeny,
plants, seeds, parts of plants or plant material obtained directly or indirectly from
the Plant Material can be viewed to any third party except with the prior written
permission of [CERES/IGER].
	 
	 	6.4	 	“Publication” and “Publish” shall include any discussion with or presentation
to a third party, other than parties referred to in Article 6.1. Examples of
Publications include, without limitation: presentation at a conference, submission for
publication to a journal, submission of joint proposals, posting information on a
website, posters, abstracts, Ph.D. dissertations, and informal oral discussions.
Subject to [CERES/IGER]’s prior written approval, which will not unreasonably be
withheld, [Party] may proceed to Publication of selected Results provided that: (i) no
confidential information of [CERES/IGER] is revealed thereby, (ii) [Party] shall take
into account any suggestions which may be formulated by [CERES/IGER], and (iii) at
least thirty (30) days prior to the submission to a publisher or presentation to any
third party, [Party]








	 	 	 

	CERES-IGER Collaboration Agreement

	 	Page 35 of 75






 









 






	 	 	 	delivers copies of the proposed Publication to [CERES/IGER] for review. At
[CERES/IGER]’s request, [Party] shall, for a reasonable period up to ninety (90) days
from initial delivery to [CERES/IGER], delay revealing any patentable subject matter
in the disclosure in order to permit the filing of patent applications. In any
Publication, the Parties shall consider joint authorship and acknowledge the
contributions and publications of the other as scientifically appropriate.






	7.	 	WARRANTIES. LIMITED LIABILITY






	 	7.1	 	[Party] acknowledges that the CERES/IGER Plant Material is of an experimental
nature and will take all reasonable precautions to prevent any damage or injury by the
CERES/IGER Plant Material and any progeny, plants, parts of plants, plant material,
seeds or products derived therefrom.
	 
	 	7.2	 	[Party] warrants that the CERES/IGER Plant Material will exclusively and
restrictedly be used under suitable containment conditions, and in accordance with all
applicable regulations, and it will not be used on human subjects. In addition,
[Party] will strictly comply with any planting distance, isolation and similar
requirements set forth in ANNEX I. [Party] will obtain any authorizations or
permits or proceed to any notifications which may be required for the Program
activities, [Party] will inform [CERES/IGER] in writing, within thirty (30) days from
the Effective Date, of any such requirements and certify its compliance with same.
	 
	 	7.3	 	[CERES/IGER] declines any liability for any damage which may be caused by the
CERES/IGER Plant Material or the Program activities or Results to [Party] or any third
party.
	 
	 	7.4	 	Neither Party shall be liable for indirect, special, remote, incidental or
consequential damages or loss of profit in connection with this Agreement or its
implementation.






	8.	 	GENERAL CONDITIONS






	 	8.1	 	Amendments: This Agreement, including its annexes, may only be amended
by a written document signed by duly authorized representatives of the Parties.
	 
	 	8.2	 	Ambiguities: In case of ambiguity between this Agreement and its
annexes, the contents of the agreement shall prevail.
	 
	 	8.3	 	Number of copies: This Agreement including its annexes is being made
in two (2) copies, one for each Party.
	 
	 	8.4	 	Assignment / Subcontracts: [CERES/IGER] has concluded this Agreement
with [Party] in view of [Party]’s specific qualifications and [Party] shall not have
the right to assign any of its rights or obligations under this Agreement nor to
sub-contract any part of the Program activities to any third party, except with the
prior written approval of [CERES/IGER]. [CERES/IGER] has the right to assign its
rights and obligations under this Agreement to any third party. Further, [CERES/IGER]
has the right to







	 	 	 

	CERES-IGER Collaboration Agreement
	 	Page 36 of 75






 









 






	 	 	 	entrust the implementation of all or part of its obligations under this Agreement to
any of its affiliates.
	 
	 	8.5	 	Equitable Remedies: It is understood and agreed that money damages
would not be a sufficient remedy for any breach of this Agreement by [Party] and that
[CERES/IGER] is entitled to equitable relief, including injunction and specific
performance, as a remedy for any such breach. Such remedies shall not be deemed to be
the exclusive remedies for a breach by [Party] of this Agreement but shall be in
addition to all other remedies available at law or equity to [CERES/IGER].
	 
	 	8.6	 	Governing Law / Jurisdiction: [to be completed]






	9.	 	DURATION






	 	9.1	 	This Agreement will enter into force on the Effective Date and will remain in
full force and effect until the latest of the following dates: (i) the [third]
anniversary of the Effective Date, (ii) the date of delivery by [Party] of the last
report provided for in this Agreement, or (iii) the dates on which the last payment due
by [CERES/IGER] pursuant to this Agreement is made.
	 
	 	9.2	 	Notwithstanding Article 9.3., [CERES/IGER] will have the right to terminate
this Agreement including the Program at any time with [three (3)] months’ prior written
notice. In case of such early termination, [CERES/IGER] will pay the remuneration
provided in this Agreement up to the effective date of termination, and all costs
relating to the implementation of this Agreement which [Party] irrevocably committed to
prior to receipt of the notice of termination.
	 
	 	9.3	 	Either Party will have the rights to terminate this Agreement unilaterally by
registered letter addressed to the other Party in case such other Party has committed a
breach of any of its obligations under this Agreement and has failed to remedy such
breach within thirty (30) days from the receipt of a registered letter specifying the
breach.
	 
	 	9.4	 	The provisions of Articles 2.6, 5, 6, 7.3, 7.4, 8.5 and 8.6 will survive the
expiration or termination of this Agreement.




Made in two (2) copies.




	 	 	 	     	 	 	 

	[Party]	 	 	 	[Institute of Grassland and Environmental Research] or [Ceres, Inc.]
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 







	 	 	 

	CERES-IGER Collaboration Agreement
	 	Page 37 of 75






 










 






ANNEX
I

to the Field Trial Agreement between [CERES/IGER] and [Party]




PLANTING / MANAGEMENT PLAN FOR [CERES/IGER] MISCANTHUS EVALUATION TRIAL — [Party]


Trial Scope and Purpose:



1. Planting Material



2. Program Activities



3. Content and timing of reports




	 	 	 

	CERES-IGER Collaboration Agreement
	 	Page 38 of 75













 








ANNEX II




to the Field Trial Agreement between [CERES/IGER] and [Party]



FORM OF RECEIPT FORM



Packing Slip and Receipt Form

for material transferred pursuant to the Field Trial Agreement dated
[x] between [CERES/IGER] and [Party].


The undersigned [Party/[CERES/IGER]] signatory certifies that the material and related information
set forth hereinafter are included in the shipment with which this form is enclosed.



The undersigned [Party/[CERES/IGER]] signatory acknowledges having received in good order the
material and related information set forth hereinafter.



[Include description of material and related information.]



THIS MATERIAL AND RELATED INFORMATION ARE TRANSFERRED ONLY FOR USE IN COMPLIANCE WITH THE ABOVE
MENTIONED FIELD TRIAL AGREEMENT. CONFIDENTIALITY OBLIGATIONS APPLY.




	 	 	 	 	 	 	 

	For sending/receipt,	 	For receipt/sending,
	 
	 	 	 	 	 	 
	Signature:

	 	 	 	Signature:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 
	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	[CERES/IGER]	 	[Party]	 	 







	 	 	 

	CERES-IGER Collaboration Agreement
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FIELD TRIAL AGREEMENT

(Non transgenic. No payment. Academic.)





	1.	 	THE PARTIES
	 
	 	 	This Agreement is made effective on [date] (“Effective Date”) by and between [Ceres, Inc., a
Delaware corporation with principal offices at 1535 Rancho Conejo Blvd., Thousand Oaks, CA
91320, United States of America] or [Institute of Grassland and Environmental Research, a
company limited by guarantee, registered in England No. 473456 and a registered Charity No.
272150, having an office at Plas Gogerddan, Aberystwyth, Ceredigion, SY23 3EB, United
Kingdom] hereinafter “[CERES/IGER],” and [Party information to be completed], hereinafter
“[Party].”
	 
	 	 	WHEREAS, [CERES/IGER] wishes to obtain information from field trialing certain CERES/IGER
plant material;
	 
	 	 	WHEREAS, [Party] wishes to include CERES/IGER’s plant material in field trials in
consideration of its scientific interest in the observations to be made in such trials and
the right to publish certain observations, all subject to the terms and conditions of this
Agreement;
	 
	 	 	[or other introduction as appropriate]
	 
	 	 	NOW THEREFORE, for and in consideration of the covenants, conditions and undertakings
hereinafter set forth, [CERES/IGER] and [Party] hereby agree as follows:
	 
	2.	 	FIELD TRIAL PROGRAM






	 	2.1	 	[CERES/IGER] will deliver to [Party] seeds or other propagating material as
described in ANNEX I and related information (jointly referred to as the
“CERES/IGER Plant Material”). The delivery conditions are set forth in ANNEX
I. Promptly upon receipt of the CERES/IGER Plant Material, Party will sign and
return the Receipt Form, in the preferred format attached as ANNEX II to this
Agreement, to [CERES/IGER] (attn: [responsible person at CERES/IGER]).
	 
	 	2.2	 	[Party] agrees to perform the activities defined in ANNEX I which shall
be referred to hereinafter as the “Program.” With reasonable notice [CERES/IGER] may
change the activities to be performed in the Program. If such changes do not result in
additional work to be performed by [Party], but consist for example of changes in
experimental design or in observations to be made or in information to be included in
reports, they shall be set forth in a written document provided by [CERES/IGER] to
[Party] which will be attached to ANNEX I and form part of it. If such changes
result in additional work to be performed by [Party], they shall be set forth in an
amendment to this Agreement signed by both Parties. [CERES/IGER] will consider any
suggestions for changes in the Program which [Party] may suggest.
	 
	 	2.3	 	In performing the Program activities [Party] undertakes to comply with the work
plan and time schedule set forth in ANNEX I.














	 	 	 

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	 	2.4	 	[Party] undertakes only to use the CERES/IGER Plant Material or any part,
progeny or seeds thereof for performing the Program activities to be carried out under
the Program and not for any other purpose. Specifically, but without limitation,
[Party] shall not use the Plant Material or any progeny, plants, parts of plants, plant
material, seeds or products derived therefrom in any form of reselection, breeding,
sexual crossing, seed production, back crossing, tissue culturing, mutagenesis, genetic
transformation or any biotechnological process, except as specifically approved in this
Agreement.
	 
	 	2.5	 	The CERES/IGER Plant Material will be used only on fields and at premises under
the control of [Party] and identified in ANNEX I.
	 
	 	2.6	 	Upon termination of the Program, [Party] will, at the option of [CERES/IGER],
(i) allow [CERES/IGER] to remove any Plant Material and any progeny, plants, plant
material, seeds or products obtained in the Program or (ii) destroy any remaining
CERES/IGER Plant Material and any plants, plant material and seeds obtained under the
Program within fifteen (15) days from [CERES/IGER]‘s request to destroy, and will send
[CERES/IGER] forthwith an attestation of such destruction.
	 
	 	2.7	 	Subject to giving at least one day’s prior written notice in writing or by
email to [Party], [CERES/IGER] and [CERES/IGER] invitees will have the right to visit
the fields where Program activities are being conducted at any time, to make
observations and to collect samples.






	3.	 	REPORTS






	 	3.1	 	[Party] shall send [CERES/IGER] detailed written reports on the implementation
of the Program activities and the observations made and results obtained during the
implementation of the Program. The frequency of the reports and the type of
information to be included in same is set forth in ANNEX I.
	 
	 	3.2	 	During the entire Program, [Party] will promptly communicate to [CERES/IGER]
any information on the Program activities or the results obtained or observed that
[CERES/IGER] may ask. Between reports, [Party] will also spontaneously communicate to
[CERES/IGER] any unexpected observations or results.






	4.	 	REMUNERATION. PAYMENT
	 
	 	 	No remuneration will be due.






	5.	 	OWNERSHIP. INTELLECTUAL PROPERTY RIGHTS. EXPLOITATION






	 	5.1	 	This Agreement does not bring any change to the ownership and intellectual
property rights relating to the CERES/IGER Plant Material. [Party] acknowledges that
the CERES/IGER Plant Material may be covered by patents or patent applications of
[CERES/IGER].
	 
	 	5.2	 	[CERES/IGER] will exclusively own any plants, parts of plants, plant material,
seeds, information, data, technology, or other findings or inventions resulting from
the









	 	 	 

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	 	Page 41 of 75











 






	 	 	 	Program that relate to the CERES/IGER Plant Material (hereinafter “Results”).
[CERES/IGER] will have the exclusive rights to protect any of the Results through
patents or plant variety protection rights or similar protection, and any
intellectual property rights arising therefrom will belong exclusively to
[CERES/IGER]. In case [Party] has made or contributed to any invention forming part
of the Results, [Party] shall promptly inform [CERES/IGER] thereof in writing and
shall assign its rights and cause its employees and staff members to assign their
rights in any such invention to [CERES/IGER]. [Party] shall render such assistance
as may be required for assigning any rights [Party] inventors may have in such
invention to [CERES/IGER] or [CERES/IGER]‘s designee and for protecting such
invention, including but not limited to the signing of documents. Any inventor of
[Party] will be recognized in patent applications on an invention which is part of
the Results in accordance with [U.S./U.K. patent law].
	 
	 	5.3	 	[CERES/IGER] will have the exclusive right to commercialize any of the Results.






	6.	 	CONFIDENTIALITY. PUBLICATIONS.






	 	6.1	 	[Party] will treat any and all information and material communicated or
transferred to it by [CERES/IGER] pursuant to this Agreement (including but not limited
to the CERES/IGER Plant Material) and any Results (including without limitation any
progeny, plants, seeds, parts of plants, plant material, or products obtained directly
or indirectly from the Plant Material) as strictly confidential and will not use the
same for any purpose other than as expressly allowed by this Agreement nor disclose or
transfer the same to any third party other than its employees or staff members
necessary to carry out the Program and bound by appropriate secrecy and non-use
undertakings consistent with [Party’s] obligations under this Agreement.
	 
	 	6.2	 	[Party] shall take all precautions to prevent theft or pilferage of the Plant
Material and any progeny, plants, seeds, parts of plants or plant material obtained
directly or indirectly from the Plant Material.
	 
	 	6.3	 	[Party] will not grant access to any field where Plant Material or any progeny,
plants, seeds, parts of plants or plant material obtained directly or indirectly from
the Plant Material can be viewed to any third party except with the prior written
permission of [CERES/IGER].
	 
	 	6.4	 	“Publication” and “Publish” shall include any discussion with or presentation
to a third party, other than parties referred to in Article 6.1. Examples of
Publications include, without limitation: presentation at a conference, submission for
publication to a journal, submission of joint proposals, posting information on a
website, posters, abstracts, Ph.D. dissertations, and informal oral discussions.
Subject to [CERES/IGER]‘s prior written approval, which will not unreasonably be
withheld, [Party] may proceed to Publication of selected Results provided that: (i) no
confidential information of [CERES/IGER] is revealed thereby, (ii) [Party] shall take
into account any suggestions which may be formulated by [CERES/IGER], and (iii) at
least thirty (30) days prior to the submission to a publisher or presentation to any
third party, [Party]












	 	 	 

	CERES-IGER Collaboration Agreement
	 	Page 42 of 75











 






	 	 	 	delivers copies of the proposed Publication to [CERES/IGER] for review. At
[CERES/IGER]‘s request, [Party] shall, for a reasonable period up to ninety (90) days
from initial delivery to [CERES/IGER], delay revealing any patentable subject matter
in the disclosure in order to permit the filing of patent applications. In any
Publication, the Parties shall consider joint authorship and acknowledge the
contributions and publications of the other as scientifically appropriate.






	7.	 	WARRANTIES. LIMITED LIABILITY






	 	7.1	 	[Party] acknowledges that the CERES/IGER Plant Material is of an experimental
nature and will take all reasonable precautions to prevent any damage or injury by the
CERES/IGER Plant Material and any progeny, plants, parts of plants, plant material,
seeds or products derived therefrom.
	 
	 	7.2	 	[Party] warrants that the CERES/IGER Plant Material will exclusively and
restrictedly be used under suitable containment conditions, and in accordance with all
applicable regulations, and it will not be used on human subjects. In addition,
[Party] will strictly comply with any planting distance, isolation and similar
requirements set forth in ANNEX I. [Party] will obtain any authorizations or
permits or proceed to any notifications which may be required for the Program
activities, [Party] will inform [CERES/IGER] in writing, within thirty (30) days from
the Effective Date, of any such requirements and certify its compliance with same.
	 
	 	7.3	 	[CERES/IGER] declines any liability for any damage which may be caused by the
CERES/IGER Plant Material or the Program activities or Results to [Party] or any third
party.
	 
	 	7.4	 	Neither Party shall be liable for indirect, special, remote, incidental or
consequential damages or loss of profit in connection with this Agreement or its
implementation.






	8.	 	GENERAL CONDITIONS






	 	8.1	 	Amendments: This Agreement, including its annexes, may only be amended
by a written document signed by duly authorized representatives of the Parties.
	 
	 	8.2	 	Ambiguities: In case of ambiguity between this Agreement and its
annexes, the contents of the agreement shall prevail.
	 
	 	8.3	 	Number of copies: This Agreement including its annexes is being made
in two (2) copies, one for each Party.
	 
	 	8.4	 	Assignment / Subcontracts: [CERES/IGER] has concluded this Agreement
with [Party] in view of [Party]‘s specific qualifications and [Party] shall not have
the right to assign any of its rights or obligations under this Agreement nor to
sub-contract any part of the Program activities to any third party, except with the
prior written approval of [CERES/IGER]. [CERES/IGER] has the right to assign its
rights and obligations under this Agreement to any third party. Further, [CERES/IGER]
has the right to












	 	 	 

	CERES-IGER Collaboration Agreement
	 	Page 43 of 75











 






	 	 	 	entrust the implementation of all or part of its obligations under this Agreement to
any of its affiliates.
	 
	 	8.5	 	Equitable Remedies: It is understood and agreed that money damages
would not be a sufficient remedy for any breach of this Agreement by [Party] and that
[CERES/IGER] is entitled to equitable relief, including injunction and specific
performance, as a remedy for any such breach. Such remedies shall not be deemed to be
the exclusive remedies for a breach by [Party] of this Agreement but shall be in
addition to all other remedies available at law or equity to [CERES/IGER].
	 
	 	8.6	 	Governing Law / Jurisdiction: [to be completed]






	9.	 	DURATION






	 	9.1	 	This Agreement will enter into force on the Effective Date and will remain in
full force and effect until the latest of the following dates: (i) the [third]
anniversary of the Effective Date, (ii) the date of delivery by [Party] of the last
report provided for in this Agreement, or (iii) the dates on which the last payment due
by [CERES/IGER] pursuant to this Agreement is made.
	 
	 	9.2	 	Notwithstanding Article 9.3., [CERES/IGER] will have the right to terminate
this Agreement including the Program at any time with [three (3)] months’ prior written
notice.
	 
	 	9.3	 	Either Party will have the rights to terminate this Agreement unilaterally by
registered letter addressed to the other Party in case such other Party has committed a
breach of any of its obligations under this Agreement and has failed to remedy such
breach within thirty (30) days from the receipt of a registered letter specifying the
breach.
	 
	 	9.4	 	The provisions of Articles 2.6, 5, 6, 7.3, 7.4, 8.5 and 8.6 will survive the
expiration or termination of this Agreement.




Made in two (2) copies.




	 	 	 	 	 	 	 

	[Party]	 	 	 	[Institute of Grassland and Environmental Research] or [Ceres, Inc.]
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 













	 	 	 

	CERES-IGER Collaboration Agreement
	 	Page 44 of 75











 





ANNEX I




to the Field Trial Agreement between [CERES/IGER] and [Party]




PLANTING / MANAGEMENT PLAN FOR [CERES/IGER] MISCANTHUS EVALUATION TRIAL — [Party]


Trial Scope and Purpose:



1. Planting Material



2. Program Activities



3. Content and timing of reports








	 	 	 

	CERES-IGER Collaboration Agreement
	 	Page 45 of 75











 








ANNEX
II

to the Field Trial Agreement between [CERES/IGER] and [Party]




FORM OF RECEIPT FORM



Packing Slip and Receipt Form

for material transferred pursuant to the Field Trial Agreement dated
[x] between [CERES/IGER] and [Party].


The undersigned [Party/[CERES/IGER]] signatory certifies that the material and related information
set forth hereinafter are included in the shipment with which this form is enclosed.



The undersigned [Party/[CERES/IGER]] signatory acknowledges having received in good order the
material and related information set forth hereinafter.



[Include description of material and related information.]



THIS MATERIAL AND RELATED INFORMATION ARE TRANSFERRED ONLY FOR USE IN COMPLIANCE WITH THE ABOVE
MENTIONED FIELD TRIAL AGREEMENT. CONFIDENTIALITY OBLIGATIONS APPLY.




	 	 	 	 	 	 	 
	For sending/receipt,	 	For receipt/sending,
	 
	 	 	 	 	 	 
	Signature:

	 	 	 	Signature:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 
	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	[CERES/IGER]	 	[Party]	 	 













	 	 	 

	CERES-IGER Collaboration Agreement
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	To:

	 	Name:
	 	(the “Recipient”)
	 
	 	 	 	 
	 

	 	Organisation:
	 	(“the Recipient Institution”)
	 
	 	 	 	 
	 

	 	Address:	 	 






Material Transfer Agreement — Biological Material for Research Purposes



You have requested that the Institute of Grassland & Environmental Research (IGER) provides you
with the Biological Material listed in the Schedule. In consideration of providing the Biological
Material, IGER asks you, and you agree, to observe the following conditions, for a period of ten
years from the date hereof:





	1.	 	To use the Biological Material only for the purpose of academic research at the laboratories
of the Recipient and not in any collaboration with a third party. More specifically the
Biological Material will only be used for the following purpose:
	 
	 	 	[to be completed]
	 
	 	 	The Recipient will specifically but without limitation not use the Biological Material
for the following purposes:
	 
	 	 	Generation of plants for use in seed production to increase the volume of seed available;
generation of plants for use in any breeding or back crossing experiments; any tissue culture,
mutagenesis, genetic transformation or any biotechnological process, except if expressly defined
as the purpose of this Agreement.
	 
	 	 	The Biological Material will not be used for production of a commercial product, or for
patent purposes or for applications for plant variety rights.
	 
	2.	 	Not to provide samples of the Biological Material or samples of material extracted from or
derived from the Biological Material or any technical information relating thereto, to third
parties without specific written permission from IGER. Samples may only be provided to
members of your immediate research team, who undertake to respect these conditions.
	 
	3.	 	Not without IGER’s prior written permission (which shall not be unreasonably refused) to
disclose to any third party or publish details of the Biological Material, its manufacture or
use, or details of any other material that could not have been made but for the Biological
Material, or information on results obtained through the use of the Biological Material and to
acknowledge the source of the Biological Material in any such publication for which permission
is granted. The Recipient must provide IGER any proposed publication at least thirty (30)
days prior to submission. IGER will review such proposed publication for the need of
intellectual property protection and/or to identify any inadvertent disclosure of proprietary
information. If necessary, the Recipient agrees to (i) delay publication by no more than sixty
(60) days to enable the filing of an application for intellectual property protection and/or
(ii) remove any proprietary information identified by IGER.











	 	 	 

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	4.	 	The Recipient acknowledges that the Biological Material and any material or information
obtained through the use thereof shall always remain the property of IGER. Upon completion of
the research activities defined herein, the Recipient shall, at the option of IGER, (i) return
to IGER all unused Biological Material supplied by IGER and all materials, regardless of type,
produced from the Biological Material or (ii) destroy all unused Biological Material supplied
by IGER and all materials, regardless of type, produced from the Biological Material.
	 
	5.	 	The Recipient will not obtain, and will not attempt to obtain patent coverage on the
Biological Material or on any use of the Biological Material or on any other material or
information that could not have been made or obtained but for the Biological Material.
	 
	6.	 	The Recipient agrees promptly to disclose to IGER all information relating to research
performed using the Biological Material and all information relating to any modifications or
improvements of the Biological Material or any material derived from the Biological Material.
[specific reporting obligations to be included]
	 
	7.	 	The Recipient and Recipient Institution will use the Biological Material in compliance with
all applicable laws and regulations including current health and safety guidelines for work
with recombinant DNA (if applicable) and for transport of materials and protection of the
environment. The Recipient and Recipient Institution agree to waive all claims against IGER
and to defend and Indemnify IGER from all claims and damages asserted by third parties arising
from the use, storage, handling and disposal of the Biological material by the Recipient.
	 
	8.	 	The Biological Material is experimental in nature and is provided without any warranties
express or implied, including any warranties of merchantability or fitness for any purpose.
	 
	9.	 	IGER makes no representation that the use of the Biological Material will not infringe any
patent or other intellectual property right and the Recipient hereby indemnifies IGER from and
against all actions, claims, proceedings or demands which may be brought against IGER by third
parties in respect of the infringement of any intellectual property right arising out of the
Recipient’s’ exercising of its rights under this Agreement.
	 
	10.	 	The Recipient shall ensure that its employees, officers and agents comply with the
obligations imposed upon the Recipient by this Agreement as if personally bound by such
obligations.





The Schedule




[to be completed]











	 	 	 

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	Recipient Institution:

	 	Recipient:
	 
	Signature:

	 	Signature:
	 
	Name:

	 	Name:
	 
	Position:

	 	Date:
	 
	Date:
	 	 
	 






Signed for and on behalf of IGER:




Signature:




Name: P.A. Fentem




Title: Institute Business Manager




Date:











	 	 	 

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EXHIBIT D




to the Collaboration Agreement between IGER and CERES



EXTERNAL FUNDING




	•	 	Defra project NF0426 The genetic improvement of miscanthus for Biomass
	 
	 	 	1 April 2004 — 31 March 2009 — see EXHIBIT E
	 
	•	 	Energy crops in the Atlantic space: Possibilities for large scale implementation Interreg
IIIB Atlantic Area
	 
	 	 	1 January 2004 — 31 December 2007 — see EXHIBIT E
	 
	•	 	Supergen — Biomass, Biofuels and Energy Crops Consortium
	 
	 	 	1 April 2003 — 31 March 2007 — see EXHIBIT E
	 
	•	 	BBSRC project: Optimising the development of the energy grass Miscanthus through manipulation
of flowering time
	 
	 	 	1 April 2007 — 31 March 2011 — see EXHIBIT E












	 	 	 

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EXHIBIT E




to the Collaboration Agreement between IGER and CERES



EXISTING AGREEMENTS


Title: Defra project NF 0426 ‘The genetic improvement of miscanthus for biomass’




Duration: 1/4/04 — 31/3/09



Partners: PRI




Scope and roles of partners





	 	1.	 	Assessment of genetic resources available in UK and elsewhere for yield, canopy
development, flowering time (IGER) overwintering and combustion quality (PRI)
	 
	 	2.	 	Hybridisation and selection based on general and specific combining ability of diploid
accessions (IGER, PRI)
	 
	 	3.	 	Hybridisation of diploid and tetraploid accessions to produce new sterile triploid
hybrids (IGER)
	 
	 	4.	 	Improvement of breeding efficiency based on early morpho-physiological prediction of
productivity and persistence and indirect measurement of chemical composition (IGER)
	 
	 	5.	 	The production of large trait mapping populations and identification of a realistic
cost effective road map to more efficient breeding through the development of
marker-assisted selection (IGER,PRI)
	 
	 	6.	 	Identification with Defra of the exploitation route in UK and Europe taking into
account expertise in large scale production and marketing (IGER,PRI)




Material and information provided and to be provided by IGER: Provision of reports on results to
Defra.



Rights of IGER and PRI on results: IP owned by Defra but now being assigned to IGER. Rights to use
of results by PRI not specified in contract.




Rights of third parties on any IGER background material/information



IGER materials from China subject to rights of GAGE in royalty sharing and in access for research
purposes.




Any exclusivity/non competition



No




Any rights of third parties on results obtained by IGER




Rights of Tinplant with respect to materials developed using their germplasm.


NOTE: any future use of Tinplant germplasm for breeding purposes will be subject to mutual
agreement of IGER and CERES.






	 	 	 

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Title: Energy crops in the Atlantic space: Possibilities for large scale implementation
Interreg IIIB Atlantic Area



Duration: 1/1/04 — 31/12/07




Partners and roles:




Instituto Superior de Agronomia (Portugal)

Agronomy and harvesting of Cynara, Arundo, Sorghum




Associacao de Prudutores Florestias (Portugal)

Agronomy, harvesting and conversion of Cynara, Arundo and Sorghum




Universidade de Evora (Portugal)

Agronomy, harvesting of Cynara, Sorghum




Instituto Nacional de Engenharia, Tecnologia e Invacao (Portugal)

Gasification and combustion of Cynara, Arunda, Sorghum




Associacao Florestal da Galizia (Spain)

Agronomy, combustion analysis and alcohol production from Cynara, Arunda, Sorghum




Mid-South Roscommon Rural Development Company Ltd (Ireland)

Identify and monitor farm performance of biomass crops including miscanthus, reed canary grass, and willow.




IGER (UK)

Agronomy and chemical composition analysis of miscanthus. Hybrid miscanthus trials.



Scope: Analysis of technical and economic aspects of installation of Cynara cardunculus, Arundo
donax, Sorghum bicolor and miscanthus in different regions.

Conversion of biomass by burning and through conversion to alcohol




Material and information provided and to be provided by IGER



Agronomy data, hybrid trial data, chemical composition data.




Rights of parties to results



All project results to be left ‘free of all rights’




Rights of third parties on any Background



None




Any exclusivity/non competition



None




Rights of third parties on results obtained by IGR outside of agreement activities



None








	 	 	 

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Title: Supergen — Biomass, Biofuels and Energy Crops Consortium



Duration: 1/4/03 — 31.3.07



Scope: Feedstock options and meeting criteria of fuel quality for willow, miscanthus, reed canary
grass and switch grass.




Conversion and energy generation — pyrrolysis and combustion

Economics and market issues




Integration of fuel production, conversion and end use

Environmental issues




Partners and roles




University of Leeds

Combustion behaviour of buiomass




Aston University

Mass pyrrolysis for biooil




University of Sheffield

Modelling combustion processes




University of Ulster

Techno-economics of combustion and pyrrolysis




Cranfield University

Corrosion in combustion




University of Manchester

Socio-economic analysis




Rothamsted Research

Agronomy (fertilizer requirements) of reed canary grass, switch grass and miscanthus




Alston Power Ltd

Combustion




Bical Ltd

Miscanthus agronomy




E.ON UK Ltd

Combustion




Rural Regeneration Ltd

Environmental impact






	 	 	 

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IGER




Materials and information provided by IGER



Lolium, Dactylis and Festuca material. NIRS calibrations for lignin, ADF and NDF for miscanthus
(material sourced from European Miscanthus Initiative)




Rights of IGER and other parties on results




All parties own their own Resulting IP.

Partners must make their Resulting IP available to other partners for research purposes



Subject to agreement on commercial terms partners grant each other non-exclusive license to use
their IP for commercial purposes



A partner can not unreasonably refuse access on reasonable terms to a second partner to its IP if
access is necessary for that second partner to commercialise its own IP




Rights to IGER Background




Partners may use IGER’s Background for purposes of project and for internal research purposes


IGER’s Background may be made available to another partner for commercial purposes subject to
commercial terms



IGER’s Background to be licensed on fair and reasonable terms when necessary for another partner to
commercially exploit its own Resulting IP.




Exclusivity/non competition



Should partners wish to exploit their own resulting IP with a third party (outside consortium)
during the duration of the project, that party must notify the other partners.




Ay rights of third parties/partners on results obtained outside of agreement activities



None










	 	 	 

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Title: BBSRC project: Optimising the development of the energy grass Miscanthus
through manipulation of flowering time



Duration: 1/4/07 — 31/3/11



Scope: Identification of genes involved in flowering time of the two parents of
Miscanthus X giganteus




Roles of partners:





	 	 	IGER —  Assessment of flowering time of miscanthus populations in the
Field. Association of flowering time and senescence QTL with miscanthus
Genes. Identify miscanthus genes which are homologues of Arabidopsis,
maize and rice flowering genes. Build genetic maps around these genes
and map flowering time QTL 



Rothamsted — Assessment of flowering times of miscanthus populations in the field





Materials and information provided and to be provided by IGER:



A range of miscanthus genotypes from Japan, China and Taiwan to be characterised at field sites at
IGER and Rothamsted. M siniensis mapping family will also be assessed
at IGER and Rothamsted. IGER mapping data will be made publicly available through a database which is part of the BBSRC
cross institute programme on monocot genetics.




Rights of parties to results



Each party owns the IP on the results it produces




Rights of third parties to any background



Rights of GAGE to collection covered in GAGE agreement




Exclusivity/non competition



None




Rights of third parties on IGER results outside of agreement activities



None











	 	 	 

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EXHIBIT F




to the Collaboration Agreement between IGER and CERES



PRODUCTION AND COMMERCIALIZATION ACTIVITIES


CERES will:





	 	1.	 	Identify growers and establish grower contracts
	 
	 	2.	 	Lease, build or buy production facility
	 
	 	3.	 	Establish quality testing capability
	 
	 	4.	 	Establish a sales force and distribution network and/or distribution
through existing distribution systems and/or establish any other commercialization
system.




CERES shall provide to IGER a detailed, written annual report on its activities in furtherance of
the obligations of this EXHIBIT, such report shall be due at or about March 31 of each year. In
addition, upon the request of IGER at any time, CERES will discuss the progress and results
achieved in regard to such activities; provided however, such contacts and discussions shall be
reasonable in frequency and duration so as not to be disruptive to the respective operations of
either Party.












	 	 	 

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EXHIBIT G




to the Collaboration Agreement between IGER and CERES



MODEL LICENSE AGREEMENT FOR NON-TRANSGENIC VARIETIES / NON-UK



EXCLUSIVE LICENSE AGREEMENT FOR [VARIETY X]



     THIS AGREEMENT is made this ___ day of _________, 20— (“Effective Date”), by and between
INSTITUTE OF GRASSLAND AND ENVIRONMENTAL RESEARCH (“IGER”), a company limited by guarantee,
registered in England No. 473456 and a registered Charity No. 272150, having an office at Plas
Gogerddan, Aberystwyth, Ceredigion, SY23 3EB, United Kingdom and CERES, INC. (“CERES”), a Delaware
corporation, having an office at 1535 Rancho Conejo Blvd., Thousand Oaks, California 91320, United
States of America.



     WHEREAS, CERES and IGER entered into a COLLABORATION AGREEMENT, (“CA”), that contemplates a
long-term research relationship by and between the Parties for the enhancement and improvement of
COLLABORATION CROPS (as defined in the CA) for biomass crops;



     WHEREAS, CERES and IGER have jointly developed and jointly own a new MISCANTHUS variety [X]
pursuant to SCHEDULE [1] to the CA;



     WHEREAS, CERES wishes to commercialize MISCANTHUS variety [X];


WHEREAS, CERES has the ability to assume production of and to commercialize MISCANTHUS variety [X]
and wishes to receive an exclusive, world-wide license (except in the United Kingdom) to produce,
use, sell and commercially exploit MISCANTHUS variety [X];




     WHEREAS, in accordance with the provisions of the CA concerning the commercialization of
MISCANTHUS varieties jointly developed and jointly owned by the Parties under the CA, the Parties
have developed this Agreement and its terms in accordance with the terms and obligations set forth
in the CA;



     WHEREAS, CERES and IGER recognize that the rights intended to be granted hereunder can be a
strong incentive for CERES to risk money and other resources needed to produce, use, sell and
commercially exploit MISCANTHUS for wide public enjoyment;



     NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements
contained herein and of other good and valuable consideration, the Parties have agreed and do
hereby agree as follows:




	1.	 	DEFINITIONS.





     1.1 “MISCANTHUS” is defined as “COLLABORATION CROPS” in the CA, and such definition is
incorporated by reference herein.





	 	 	 

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     1.2 “LICENSED VARIETY” shall mean the [NAME] MISCANTHUS variety jointly developed by the
Parties pursuant to SCHEDULE [1] to the CA and released, jointly by IGER and CERES, pursuant to the
terms of SCHEDULE [1].



     1.3 “VARIETY RELEASE DATE” shall mean the date the LICENSED VARIETY was released pursuant to
the terms of SCHEDULE [1].



     1.4 “TERRITORY” shall mean all countries of the world except the United Kingdom.



     1.5 “COMMERCIAL PROPAGULE” shall mean [propagules — seed — reproductive material] of
MISCANTHUS that is sold for purposes other than the production of propagating material.



     1.6 “INTELLECTUAL PROPERTY RIGHTS” shall mean all rights in any plant variety, patent, plant
breeders rights, registration or equivalent intellectual property protection, or any applications
thereof, for the LICENSED VARIETY, which may be filed in any jurisdiction in the TERRITORY, with
the exception of TRADEMARKS. INTELLECTUAL PROPERTY RIGHTS, when applied for or granted, will be
set forth in ANNEX I.



     1.7 “JOINT INTELLECTUAL PROPERTY” is defined in the CA, and such definition is incorporated by
reference herein. Any and all JOINT INTELLECTUAL PROPERTY licensed under this Agreement shall be
set forth in ANNEX I.



     1.8 “IGER INTELLECTUAL PROPERTY” is defined in the CA, and such definition is incorporated by
reference herein. Any and all IGER INTELLECTUAL PROPERTY licensed under this Agreement shall be set
forth in ANNEX I.



     1.9 “OTHER RESEARCH RESULTS” is defined in the CA, and such definition is incorporated by
reference herein.



     1.10 “BACKGROUND INTELLECTUAL PROPERTY” is defined in the CA, and such definition is
incorporated by reference herein. Any and all IGER BACKGROUND INTELLECTUAL PROPERTY licensed under
this Agreement shall be set forth in ANNEX I.



     1.11 “TRADEMARK” shall mean any trademark, trade name or logo owned by CERES and intended for
use with a LICENSED VARIETY.



     1.12 “COMMERCIAL NAME” shall mean the complete, preferred name of a LICENSED VARIETY under
which a specific LICENSED VARIETY will be marketed and sold.



     1.13 “NET SALES” shall mean the actual wholesale price for COMMERCIAL PROPAGULES of the
LICENSED VARIETY received by CERES or any AFFILIATED COMPANY for the sale of such propagules,
excluding propagating material for further production of propagating material, less any (a)
customary trade, quantity, or cash discounts; (b) amounts repaid or credited by reason of rejection
or return; (c) any sales, use, tariff, customs duties, V.A.T. and/or other taxes, duties and
similar governmental assessments (except taxes based on income); (d) outbound transportation,
shipping, packing, costs of insurance in transit paid by CERES or an AFFILIATED COMPANY; and (e)
cost of any coating materials that may have been applied to the COMMERCIAL PROPAGULES.





	 	 	 

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Where there is no identifiable sale price or when a LICENSED VARIETY is sold to other than
bona fide, arms length customers of CERES or any AFFILIATED COMPANY, CERES or the AFFILIATED
COMPANY shall be deemed to have received an amount of NET SALES calculated based on the final sale
of the COMMERCIAL PROPAGULES (wholesale level) to an independent third party, usually referred to
as net wholesale price payable by dealers. If no such current price is available, a hypothetical
fair market value price will be determined by the Parties jointly in good faith for the purpose of
calculating NET SALES. Further, TRAIT FEES, if any, shall be added to NET SALES.




     1.14 “TRAIT FEE” shall mean any upfront or annual fee collected by CERES or any AFFILIATED
COMPANY in conjunction with NET SALES as an additional remuneration for the sale of COMMERCIAL
PROPAGULES that have a particular valuable non-transgenic trait or characteristic.



     1.15 “LICENSE INCOME” shall mean the amount actually received by either CERES or any
AFFILIATED COMPANY in consideration for the grant of SUBLICENSES to SUBLICENSEES that are not
AFFILIATED COMPANIES to produce and sell COMMERCIAL PROPAGULES of the LICENSED VARIETY, including
up-front fees, lump sum payments and any running royalties on a product-by-product and
jurisdiction-by-jurisdiction basis.



     *NOTE: definitions of NET SALES and LICENSE INCOME may vary in function of the business models
that may be developed



     1.16 “AFFILIATED COMPANY” shall mean any company owned or controlled by, under common control
with or controlling CERES, “control” meaning in this context the direct or indirect ownership of
more than fifty percent (50%) of the voting stock/shares of a company, or the power to nominate at
least half of the directors.



     1.17 “SUBLICENSE” shall mean any sublicense granted (a) by CERES to an AFFILIATED COMPANY or
(b) by CERES or an AFFILIATED COMPANY to any third party (“SUBLICENSEE”), as authorized by this
Agreement, to produce and sell a LICENSED VARIETY (or LICENSED VARIETIES).



     1.18 “MARKETING PLAN” shall mean a detailed written plan for production, distribution, sale
and promotion of the LICENSED VARIETY prepared by or on behalf of CERES and submitted to IGER. Each
MARKETING PLAN shall include at least the information outlined in ANNEX II. Actual, adopted
MARKETING PLANS shall be attached as further annexes to this Agreement as adopted.




	2.	 	GRANT OF LICENSE.





     2.1 IGER hereby grants CERES under IGER’S interest in any JOINT INTELLECTUAL PROPERTY and
OTHER RESEARCH RESULTS, the IGER INTELLECTUAL PROPERTY set forth in ANNEX I, and the IGER
BACKGROUND INTELLECTUAL PROPERTY set forth in ANNEX I:




	 	(a)	 	the exclusive right and license to produce COMMERCIAL PROPAGULES
of the LICENSED VARIETY in the TERRITORY, including intermediate propagation
material; and








	 	 	 

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	 	(b)	 	the exclusive right and license to use, sell and commercially
exploit the COMMERCIAL PROPAGULES of the LICENSED VARIETY in the TERRITORY.





     2.2 Sublicenses. CERES shall have the right to grant SUBLICENSES within the TERRITORY
provided that:




	 	(a)	 	The terms and obligations of any such SUBLICENSE shall be
consistent with the terms and obligations of this Agreement;






	 	(b)	 	CERES shall deliver to IGER (under an obligation of
confidentiality) a written summary of each SUBLICENSE agreement, which shall
include the name and address of the SUBLICENSEE, scope of the SUBLICENSE,
exclusive/non-exclusive status, territory, remuneration, reporting and diligence
obligations, if any. This summary shall be provided within thirty (30) days
after execution, modification or termination of the summarized agreement; and






	 	(c)	 	CERES will use commercially reasonable efforts to collect any and
all amounts due to CERES under any SUBLICENSE for the sale of COMMERCIAL
PROPAGULES of the LICENSED VARIETY.





     2.3 Nothing in this Agreement shall be construed as conferring by implication, estoppel, or
otherwise any license or rights under any INTELLECTUAL PROPERTY RIGHTS, whether owned by IGER or
licensed to IGER, other than the one(s) expressly set forth in this Agreement.




	3.	 	INTELLECTUAL PROPERTY RIGHTS.





     3.1 CERES will prepare and file, in accordance with its best judgment, any and all
applications for plant variety rights or other forms of intellectual property protection or variety
registration for the LICENSED VARIETY in the United States and/or Europe. Applications for
plant variety rights shall be filed in the joint names of CERES and IGER. At CERES’ discretion,
plant variety rights and/or other forms of intellectual property protection may be filed in any
other jurisdiction in the TERRITORY.



     3.2 If CERES intends to abandon any plant variety rights, pending or granted in any
jurisdiction, CERES shall first give sufficient written notice to IGER to permit IGER the
opportunity to assume such filing, examination and/or maintenance.



     3.3 CERES and IGER will consult with regard to INTELLECTUAL PROPERTY RIGHTS.



     3.4 The obligations of this Article 3.4 shall not apply to any jurisdictions in which CERES
has elected not to apply for intellectual property protection. CERES and IGER shall avoid carrying
out any act that would prejudice the grant of INTELLECTUAL PROPERTY RIGHTS. Without limitation,
neither Party shall make available reproductive material of the LICENSED VARIETY at a date or in a
manner that might jeopardize the right to seek INTELLECTUAL PROPERTY RIGHTS protection for the
LICENSED VARIETY. CERES, whether directly or through any SUBLICENSEE, shall not sell any propagules
of the LICENSED VARIETY until such time as the requirements for INTELLECTUAL PROPERTY RIGHTS have
been established.





	 	 	 

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     3.5 CERES shall use all reasonable endeavors to ensure in any sales jurisdiction of the
TERRITORY in which INTELLECTUAL PROPERTY RIGHTS exist that all bags or containers supplied by CERES
and any SUBLICENSEE containing only propagules of such LICENSED VARIETY are clearly labeled to show
that the LICENSED VARIETY is protected by INTELLECTUAL PROPERTY RIGHTS.




	4.	 	LICENSED VARIETY CONSIDERATION.





     4.1 In partial consideration for the rights granted in this Agreement, CERES shall be
responsible for any and all fees and expenses incurred in filing, examining, certifying and
maintaining any INTELLECTUAL PROPERTY RIGHTS for the LICENSED VARIETY, subject to the provisions of
Article 3.



     4.2 In partial consideration for the rights granted in this Agreement, CERES agrees to pay to
IGER, on behalf of CERES and any AFFILIATED COMPANY, for the LICENSED VARIETY, a royalty of:




	 	4.2.1	 	on NET SALES






	 	(a)	 	[***] percent ([***]%) of NET SALES if the LICENSED
VARIETY constitutes IGER INTELLECTUAL PROPERTY, where the genotype exists
before the Effective Date of the CA, no further breeding or selection is
required after the Effective Date of the CA, and the LICENSED VARIETY is
propagated by rhizomes;






	 	(b)	 	[***] percent ([***]%) of NET SALES if the LICENSED
VARIETY constitutes IGER INTELLECTUAL PROPERTY, in all cases not included
in Article 4.2.1 (a); or






	 	(c)	 	[***] percent ([***]%) of NET SALES if the LICENSED
VARIETY constitutes JOINT INTELLECTUAL PROPERTY.






	 	4.2.2	 	on LICENSE INCOME






	 	(a)	 	[x percentage to be determined in function of the
business model] of LICENSE INCOME if the LICENSED VARIETY constitutes
IGER INTELLECTUAL PROPERTY, where the genotype exists before the
Effective Date of the CA, no further breeding or selection is required
after the Effective Date of the CA, and the LICENSED VARIETY is
propagated by rhizomes;






	 	(b)	 	[[***] x%] of LICENSE INCOME if the LICENSED
VARIETY constitutes IGER INTELLECTUAL PROPERTY, in all cases not included
in Article 4.2.2 (a); or
	 
	 	(c)	 	[[***] x%] of LICENSE INCOME if the LICENSED VARIETY constitutes JOINT
INTELLECTUAL PROPERTY.








	 	 	 

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




 









 








     4.3 In addition to the royalty provided in Article 4.2, CERES agrees to pay a royalty on NET
SALES of the LICENSED VARIETY equal to the royalty due, on the basis of the Convention on
Biological Diversity, by IGER to the country or countries where the material on which the LICENSED
VARIETY is based has been collected, up to a maximum of [***] percent ([***]%) of NET SALES, and an
equivalent additional royalty on LICENSE INCOME to be determined.



     4.4 Where any royalty payments are subject to a withholding tax, CERES shall pay the net
royalty and shall provide to IGER proper certificates for such withholding tax.



     4.5 All sums payable by CERES to IGER under this Agreement shall be payable in United States
dollars. Royalties shall be payable by March 31 of each year with respect to the NET SALES and
LICENSE INCOME received by CERES and any AFFILIATED COMPANIES in the preceding calendar year.
Payments shall be made by check to the following address:


Institute Secretary

Institute of Grassland and Environmental Research

Plas Gogerddan

Aberystwyth

Ceredigion

SY23 3EB

United Kingdom




     Such payments shall be accompanied by a written report setting forth the production volumes
and sales by CERES, and each SUBLICENSEE, of COMMERCIAL PROPAGULES during the calendar year,
permitted exclusions, NET SALES, LICENSE INCOME and the royalties due.



     4.6 Payments required under this Agreement shall, if overdue, bear interest at a per annum
rate of one percent (1%) above the prime interest rate in effect on the due date, as reported in
the Wall Street Journal, from the date the payment is due until it is received.




	5.	 	DENOMINATIONS, VARIETY NAMES, TRADE MARKS.





     5.1 The Parties acknowledge that the denomination for the subject variety is established as:
[X].



     5.2 CERES shall use the denomination of the LICENSED VARIETY to identify that variety.



     5.3 CERES will determine a COMMERCIAL NAME for the LICENSED VARIETY under which the COMMERCIAL
PROPAGULES of the LICENSED VARIETY will be marketed and sold.



     5.4 CERES may determine TRADEMARK(s) associated or intended for use with a LICENSED VARIETY.
CERES shall be the owner of all rights in any such TRADEMARK, chosen, applied to, used or
registered in association with the LICENSED VARIETY.





	 	 	 

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	6.	 	QUALITY AND PERFORMANCE REGULATIONS.





     6.1 CERES shall be responsible for multiplying propagating material of the LICENSED VARIETY
within the TERRITORY and using commercially reasonable efforts to produce, market and sell the
resultant COMMERCIAL PROPAGULES so as to ensure that COMMERCIAL PROPAGULES of the LICENSED VARIETY
are commercially available in the United States and/or Europe in reasonable quantities and at a
reasonable price no later than [X years — depends on propagation] from the Effective Date.



     6.2 CERES shall meet its own cost of promotion, trials and listing of the LICENSED VARIETY in
the TERRITORY.



     6.3 CERES shall use reasonable endeavors to ensure that all COMMERCIAL PROPAGULES of the
LICENSED VARIETY offered for sale by CERES, any AFFILIATED COMPANY or SUBLICENSEE shall meet the
normally accepted standards of the propagule trade or certifying authorities relating to propagule
quality within the relevant jurisdiction of the TERRITORY.



     6.4 CERES shall at all times comply with and abide by any governing law, rules, regulations,
plant variety rights legislation or the like and/or requirements relating to the quality and sale
of COMMERCIAL PROPAGULES of the LICENSED VARIETY in the relevant jurisdictions of the TERRITORY and
shall use all reasonable commercial endeavors to obtain any necessary regulatory approvals for the
LICENSED VARIETY.




	7.	 	DILIGENCE.





     7.1 CERES will use commercially reasonable efforts to actively market the LICENSED VARIETY in
the United States, and in CERES’ discretion, in other jurisdictions in the TERRITORY, wherein such
efforts shall be appropriately reflected in the MARKETING PLAN.



     7.2 This provision shall apply after the third (3rd) anniversary of the market
introduction of the LICENSED VARIETY in the United States propagated by a method that results in
the LICENSED VARIETY being commercially competitive as compared to other energy crops being grown
at that time in the United States. If IGER identifies a bona fide third party who presents a sound
commercialization plan for the LICENSED VARIETY in a country or countries of the TERRITORY where
the LICENSED VARIETY is not commercially developed by or through CERES, or an AFFILIATED COMPANY
(“COUNTRY”), IGER will refer such opportunity to CERES by written notification and CERES will
diligently investigate such opportunity. No later than one (1) year after the aforementioned
notification from IGER, CERES will inform IGER in writing whether or not CERES wishes to
commercialize the LICENSED VARIETY, directly or indirectly, in the COUNTRY. If CERES declines the
opportunity entirely, without REASONABLE GROUNDS, IGER will be granted a non-exclusive license with
the right to grant sublicenses to test, produce and sell the LICENSED VARIETY in the COUNTRY. If
CERES informs IGER in writing that CERES is planning to commercialize the LICENSED VARIETY in all
or part of the COUNTRY, directly or indirectly (whether or not through the third party identified
by IGER), and CERES has not taken reasonable steps towards the implementation of such
commercialization within two (2) years after so informing IGER, unless CERES informs IGER of
REASONABLE GROUNDS for its failure or delay





	 	 	 

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to implement commercialization plans, IGER will be granted a non-exclusive license with the
right to grant sublicenses to test, produce and sell the LICENSED VARIETY in the COUNTRY.




     “REASONABLE GROUNDS” shall mean any factors that a reasonable business person would view as
too negative to justify the market opportunity in the light of usual legal business practices in
the United States or Europe, including without limitation factors such as the risk that products
will be sold below a normal market price, the risk that dumping will occur, the risk of
cannibalization of other markets for the LICENSED VARIETY or of other products sold directly or
indirectly by CERES, poor intellectual property protection or enforcement, no propagation method
which allows the LICENSED VARIETY to be commercially competitive in that country, etc.



     7.3 CERES shall submit to IGER with its annual report under Article 4.5 a report of progress
made by CERES (and any AFFILIATED COMPANY), directly or through its SUBLICENSEES, in achieving
marketing goals of previous years and meeting the objectives of the MARKETING PLAN submitted and
agreed upon for the TERRITORY. From time to time, but at least annually, CERES shall submit an
amended and updated MARKETING PLAN.




	8.	 	BOOKS, RECORDS AND RIGHT OF AUDIT.





     8.1 CERES shall keep and shall cause any SUBLICENSEE to keep accurate records of all
production and sales of COMMERCIAL PROPAGULES of the LICENSED VARIETY in each country of the
TERRITORY where such sales are made. These records will include, at least, the number of acres of
LICENSED VARIETY COMMERCIAL PROPAGULES under production, the physical location of the LICENSED
VARIETY production field owned or controlled by CERES, any AFFILIATED COMPANY or any SUBLICENSEE,
the total amount of LICENSED VARIETY COMMERCIAL PROPAGULES produced, the total amount of LICENSED
VARIETY COMMERCIAL PROPAGULES sold and all invoices or shipping documents relating to such sales.



     8.2 CERES shall allow an independent auditor, reasonably acceptable to CERES, appointed by and
paid for by IGER to inspect the records of CERES and any AFFILIATED COMPANY pertaining to the
LICENSED VARIETY for the exclusive purpose of verifying the accuracy of the reports provided. Any
such audit shall occur no more frequently than annually. Any such inspection shall occur during
normal business hours and after IGER has provided written notice at least ten business days prior
to the date of the intended inspection. IGER agrees that it and its representatives will hold the
information obtained from the inspection in confidence, and not use it for any purpose other than
verification of the royalties required to be paid hereunder.




	9.	 	ABATEMENT OF INFRINGEMENT.





     9.1 Each Party shall notify the other of any suspected infringement of any INTELLECTUAL
PROPERTY RIGHTS covering the LICENSED VARIETY. CERES will have the exclusive right, but no
obligation, at its own discretion and expense, to take any action to enforce and to initiate and
prosecute suits for infringement of the INTELLECTUAL PROPERTY RIGHTS. CERES and IGER will consult
with each other upon a course of action and enforcement strategy. CERES will be responsible for the
conduct of any such enforcement action, and IGER will reasonably cooperate with CERES to effect the
enforcement action, and if appropriate, determine a settlement position. CERES shall be responsible
for retaining counsel and shall promptly notify IGER following





	 	 	 

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retention of counsel, and IGER agrees to be represented by such counsel as may be required for
any enforcement action or settlement. For purposes of settlement, CERES shall be the contact with
the parties’ counsel as well as the opposing party(ies) and shall have the right to enter into
settlements. CERES shall keep IGER advised as to all developments with respect to the enforcement
action and settlement discussions, which includes supplying to IGER copies of all papers received
and filed in sufficient time for IGER to comment thereon. IGER may attend any and all meetings with
the parties’ counsel and the opposing side for settlement purposes. IGER agrees to voluntarily join
in any action brought by CERES as a party plaintiff/defendant, if necessary, at the expense of
CERES. If necessary, IGER agrees to enter into a joint defense agreement.




     9.2 Any damages received by the CERES as a result of an enforcement action of the INTELLECTUAL
PROPERTY RIGHTS, after deduction of all enforcement related costs incurred by CERES, shall be
considered as either NET SALES or LICENSE INCOME for the purpose of remuneration payments to IGER,
to whichever the damages are reasonably deemed equivalent.




	10.	 	CONFIDENTIALITY.





     10.1 As used in this Agreement, the term “Confidential Information” shall mean all
non-public-information received by one Party from the other in the framework of this Agreement.
Confidential Information can include, but is not limited to, information concerning the disclosing
Party’s operations, research, processes, techniques, data, sales, marketing, promotion and other
activities.



     10.2 From receipt to five (5) years after the disclosure of the relevant CONFIDENTIAL
INFORMATION, the receiving Party shall not use, except (a) for the benefit of the Parties’
collaboration, or (b) such use as is expressly allowed by this Agreement, and/or disclose any
Confidential Information to any third party without the prior written consent of the disclosing
Party if the Confidential Information was received from the other Party, or the prior written
consent of both Parties if the Confidential Information was generated during the performance of
this Agreement, excepting that information described in Article 10.3. Confidential Information
shall only be made accessible to each Party’s employees on a need-to-know basis.



     10.3 The receiving Party shall have no obligations of confidentiality for information that:
can be established through written evidence to be in the possession of the receiving Party prior to
the disclosure by the disclosing Party; is or becomes public knowledge through no fault of the
disclosing Party; is acquired from others not under an obligation of confidentiality to the
disclosing Party. In addition, CERES shall have the right to proceed to disclosures of Confidential
Information (a) as required to file for INTELLECTUAL PROPERTY RIGHTS or registration, (b) as
required to exercise its commercialization rights granted in or on the basis of this Agreement and
for related marketing activities, (c) as required by laws, rules or regulation or court ordering
such as, without limitation, SEC regulations, or (d) in CERES’ reasonable judgment, to (potential)
investors and business partners.




	11.	 	NOTICES.





     Any notices required to be given or which shall be given under this Agreement shall be in
writing and delivered by overnight (trackable) courier addressed to the Parties as follows:





	 	 	 

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Vice President of Product Development

cc: Legal Department

Ceres, Inc.

1535 Ranch Conejo Blvd.

Thousand Oaks, California 91320

United States of America



Institute Business Manager

OR for legal or financial notices:

Institute Secretary

Institute of Grassland and Environmental Research

Plas Gogerddan

Aberystwyth

Ceredigion

SY23 3EB

United Kingdom




     Notices under this Agreement sent by overnight courier by one Party to the other Party at its
above address shall be deemed to have been given or made as of the date following the date so
mailed.




	12.	 	DISCLAIMERS.





     12.1 THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARTY HAS MADE ANY REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.



     12.2 IN NO EVENT SHALL EITHER PARTY BE HELD RESPONSIBLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL
OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT ARISING OUT OF THE USE OF ANY INTELLECTUAL PROPERTY
RIGHTS COVERED BY THIS AGREEMENT, OR THE IMPLEMENTATION OF THIS AGREEMENT, EVEN IF SUCH PARTY IS
ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.



     12.3 Nothing in this Agreement shall be construed as:




	 	(a)	 	a warranty or representation by either Party as to the validity
or scope of any INTELLECTUAL PROPERTY RIGHTS, patent rights or plant variety
rights;






	 	(b)	 	a warranty or representation by either Party that anything made,
used, sold or otherwise disposed of pursuant to any license granted under this
Agreement is or will be free from infringement of patents of third parties;






	 	(c)	 	any obligations by either Party to bring or prosecute actions or
suits against third parties for patent infringement; and






	 	(d)	 	a grant by implication, estoppel, or otherwise of any licenses
under any intellectual property rights of IGER or other persons other than as
provided in Article 2.1 hereof.







	 	 	 

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	13.	 	INDEMNIFICATION.





     Excluding those acts directly attributable to the negligence or willful misconduct of IGER,
CERES agrees to indemnify, hold harmless and defend IGER, its trustees, officers, employees and
agents and the breeders (as named in the INTELLECTUAL PROPERTY RIGHTS, if any) against any and all
liability and/or damages with respect to any claims, suits, demands, judgments or causes arising
out of (a) the production, development, storage, sale or any other use of the LICENSED VARIETY
propagules and/or exercise of rights granted hereunder by CERES, its SUBLICENSEES, distributors,
agents, representatives or AFFILIATED COMPANIES; (b) the use by end-users and other third parties
of LICENSED VARIETY propagules; and/or (c) any representation, warranty or statement by CERES, its
SUBLICENSEES, distributors, agents, representatives or AFFILIATED COMPANIES, concerning IGER,
LICENSED VARIETY propagules or any INTELLECTUAL PROPERTY RIGHTS. In the event any such claims,
demands or actions are made, CERES shall defend IGER at CERES’ sole expense by counsel selected by
CERES and reasonably acceptable to IGER. IGER shall promptly notify CERES, in writing, of any such
claims, suits or demands upon discovery and shall cooperate with CERES in the defense, provided
that CERES shall have the right to lead the defense including entering into any settlement. CERES
will keep IGER informed about the conduct of the defense and consult IGER regarding any settlement
proposals.




	14.	 	PUBLICITY AND USE OF NAMES.





     14.1 Neither Party shall publicize or disclose the terms of this Agreement without the prior
written approval of the other Party, subject to the same exceptions as set forth in Article 10.3(a)
through (d).



     14.2 The Parties intend to issue joint press releases regarding this collaboration. Any such
press release and any press release by either Party will be subject to the prior written approval
of both Parties; provided however, that (i) CERES shall have the right to otherwise disclose
information as may be required in CERES’ judgment to comply with SEC regulations or other laws,
rules or regulations governing disclosure of information and (ii) IGER shall have the right to
otherwise disclose information as may be required in IGER’s judgment to comply with applicable
regulations or other laws, rules or regulations governing disclosure of information.
Notwithstanding the unilateral disclosure rights provided for in this article, the disclosing Party
shall provide the other Party a copy of any such unilateral disclosure preferably prior to its
release.




	15.	 	DISPUTE RESOLUTION AND APPLICABLE LAW.





     15.1 All disputes, differences or questions arising out of or in connection with this
Agreement, or related to the alleged breach, termination, validity, interpretation or violation
thereof, shall be submitted for resolution to the Chief Executive Officer of CERES and the Director
of IGER, who shall convene, whether in person or otherwise, to resolve such dispute through
negotiation in a timely manner. Either Party may initiate a resolution procedure by providing
written notice (“Dispute Notice”) to the other Party, and any such Dispute Notice must set forth
the subject matter of the dispute, difference or question. If the dispute remains unresolved sixty
(60) days after the Dispute Notice, either Party may initiate proceedings pursuant to Article
15.2.





	 	 	 

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     15.2 Dispute Resolution and Arbitration. In the event of any dispute arising out of
or in connection with this Agreement, the Parties agree to submit the matter to settlement
proceedings under the ICC ADR Rules. If the dispute has not been settled pursuant to the said Rules
within forty-five (45) days following the filing of a Request for ADR or within such other period
as the Parties may agree in writing, such dispute shall be finally settled under the Rules of
Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in
accordance with the said Rules of Arbitration. The provisions set forth hereinafter shall apply to
the arbitration procedures, without prejudice to the ICC Rules of Arbitration.




     15.2.1 Qualifications of Arbitrators. Each arbitrator appointed shall have a
reputation as being experienced in the legal and technical matters related to the dispute,
shall be required to disclose, among other disclosures, any prior involvement with the legal
and technical matters related to the dispute and any involvement with a competitor of any
Party, and shall not be presently nor in the past have been affiliated with any Party or a
competitor of any Party. Notwithstanding the method of their appointment, each arbitrator
shall be required to meet the standards contained in the Rules with respect to independence.




     15.2.2 Location of the Arbitration. The seat of arbitration shall be Paris,
France. The arbitrators may hold hearings at such other locations as the arbitrators shall
determine, after consultation with the Parties.




     15.2.3 Language of Arbitration. The arbitral proceedings and all pleadings and
written evidence shall be in the English language. Any written evidence originally in a
language other than English shall be submitted in English translation accompanied by the
original or true copy thereof




     15.2.4 Limitation on Remedies. The arbitrators are precluded from awarding
punitive or exemplary damages. In no event shall the arbitrators have the powers of an
amiable compositeur.



     15.3 Applicable law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York without regard to the principles
of conflicts of law thereof.




	16.	 	TERM AND TERMINATION.





     16.1 Subject to any other rights of termination under this Article, this Agreement shall
remain in full force and effect until:




	 	(a)	 	on a jurisdiction-by-jurisdiction basis, the expiration of the
INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the
LICENSED VARIETY; or






	 	(b)	 	in those jurisdictions in which the LICENSED VARIETY is sold but
no INTELLECTUAL PROPERTY RIGHTS are obtained, the tenth (10th)
anniversary of the date of the first sale of a LICENSED VARIETY in such
jurisdiction.








	 	 	 

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     16.2 Each Party shall have the right to terminate this Agreement unilaterally by giving
written notice of termination to the other Party if such other Party fails to satisfy its material
obligations, which shall include but are not limited to, making required reports and making
required payments, under this Agreement, and such Party subsequently fails to cure such failure(s)
within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and
(b) ninety (90) days for all other obligations after receipt of written notice from the
non-breaching Party specifying such failure.



     16.3 IGER will have the right to terminate this Agreement unilaterally with thirty (30) days’
written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency,
receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding
is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case
of dissolution or winding up of CERES (excluding any situation where all or substantially all of
CERES’ 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)).



     16.4 CERES may after consultation with IGER terminate this Agreement by written notice if in
the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not
develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY
uneconomical or impractical or if CERES decides to cease substantially all activities in
MISCANTHUS.



     16.5 The Parties may terminate this Agreement at any time by mutual, written agreement.



     16.6 Termination of this Agreement for any reason will not relieve either Party of any
obligation or liability accrued under this Agreement before termination or rescind any payments
made or due before termination. Articles 8, 10, 11, 12, 13, 14, 15, and 17 will survive any
termination of this Agreement.



     16.7 Termination of this Agreement shall not affect the rights and obligations of the Parties
accrued prior to termination hereof.



     16.8 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or
AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such
sublicenses shall remain in effect according to their terms, pursuant to the election of each
SUBLICENSEE. IGER shall continue to be entitled to payments relating to such SUBLICENSES pursuant
to this Agreement and such SUBLICENSES.



     16.9 Termination of this Agreement shall not prevent:




	 	(a)	 	IGER from recovering any royalties due as of termination; and






	 	(b)	 	either Party from obtaining a remedy for any breach of the
provisions of this Agreement.








	 	 	 

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	17.	 	GENERAL.





     17.1 Entire Agreement/Modifications. This Agreement constitutes the entire agreement
between the Parties hereto with respect to the subject matter hereof, and there are no
representations, warranties, covenants or obligations except as set forth herein. This Agreement
supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions,
written or oral, of the Parties hereto relating to the subject matter hereof. This Agreement may
only be amended, modified or superseded by a writing executed by the authorized representative of
the Parties hereto.



     17.2 Severability. This Agreement, to the greatest extent possible, shall be construed
so as to give validity to all of the provisions hereof. If any provision of this Agreement is or
becomes invalid, is ruled illegal by a court of competent jurisdiction or is deemed unenforceable
under the current applicable law from time to time in effect during the term of this Agreement, the
remainder of this Agreement will not be affected or impaired thereby and will continue to be
construed to the maximum extent permitted by law. In lieu of each provision which is invalid,
illegal or unenforceable, there will be substituted or added as part of this Agreement by mutual
written agreement of the Parties, a provision which will be as similar as possible, in economic and
business objectives as intended by the Parties to such invalid, illegal or unenforceable provision,
but will be valid, legal and enforceable.



     17.3 Waiver. No failure or delay by either Party in exercising any right or remedy
under this Agreement will waive any provision of this Agreement. Nor will any single or partial
exercise by either Party of any right or remedy under this Agreement preclude it from otherwise or
further exercising any rights or remedies which it may have, or any other rights or remedies
granted by any law or any related document.



     17.4 Enforcement. In the event an action is commenced by either Party against the
other to enforce any of the provisions of this Agreement, the prevailing Party shall be entitled to
recover from the other Party reasonable attorneys’ fees, court costs and necessary disbursements
incurred in connection with such action.



     17.5 Licensor-Licensee Relationship. The relationship of the Parties is that of
independent contractors and licensor-licensee. Nothing herein is intended or will be construed to
establish any agency, partnerships, or joint ventures. Neither Party has any authority to act for
and/or to bind the other Party in any way or to represent that either is in any way responsible for
the acts of the other, except as may be explicitly provided for herein or authorized by the
non-acting Party in writing. Neither Party is authorized or empowered to act as an agent for the
other Party for any purpose, nor shall either Party be bound by the acts or conduct of the other
Party.



     17.6 Assignablility. This Agreement binds and enures to the benefit of the Parties,
their successor or assigns, but may not be assigned by either Party without the prior written
consent of the other Party; provided however, CERES shall have the right to assign its rights and
obligations under this Agreement to any AFFILIATED COMPANY without such prior consent. Each Party
shall have the right to assign its rights and obligations under this Agreement to a third party in
conjunction with the transfer to such third party of substantially all of the assets of such Party
associated with performance under this Agreement without such prior consent.





	 	 	 

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     17.7 Force Majeure. No Party shall be responsible to the other Party for delay or
failure in performance of any the obligations imposed by this Agreement, provided such failure
shall be occasioned by fire, flood, explosion, lightning, wind storm, hailstorm, earthquake,
subsidence of soil, failure of machinery or equipment or supply of materials, discontinuity in the
supply of power, court order or governmental interference, terrorist attacks, civil commotion,
riot, war, strikes, labor disturbances, transportation difficulties, labor shortage, natural
genetic variation of any living matter or by any other cause of like or unlike nature beyond the
reasonable control and without fault or negligence of such Party.



     IN WITNESS WHEREOF, IGER and CERES have caused this Agreement to be duly executed as indicated
below.



	 	 	 	 	 	 	 

	INSTITUTE OF GRASSLAND 

AND ENVIRONMENTAL RESEARCH	 	CERES, INC.
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	Name:

	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 







	 	 	 

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ANNEX I 

INTELLECTUAL PROPERTY




INTELLECTUAL PROPERTY RIGHTS for the LICENSED VARIETY



JOINT INTELLECTUAL PROPERTY




IGER INTELLECTUAL PROPERTY




IGER BACKGROUND INTELLECTUAL PROPERTY








	 	 	 

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ANNEX II

MARKETING PLAN

(Article 1.18)





	1.	 	TIMING
	 
	 	 	The MARKETING PLAN is to cover a five year period and shall be reviewed annually with
adjustments made for further five year periods in line with market conditions (or
projections of the same) and the agronomic performance of the LICENSED VARIETY.
	 
	2.	 	POSITIONING
	 
	 	 	An assessment of the potential of the LICENSED VARIETY in an identified market.
	 
	3.	 	PROMOTION
	 
	 	 	Details of all project promotional activities, plus anticipated, related expenditures, that
are intended to the LICENSED VARIETY achieves its maximum market potential.
	 
	4.	 	DISTRIBUTION
	 
	 	 	Details of the proposed distribution network and activities for supporting the distributor
or retailer plus anticipated promotion activities of the distributor/retailer. NOTE: If the
anticipated distribution network includes the creation of a new COMMERCIAL PROPAGULES
company, details regarding this important component should be included here.
	 
	5.	 	EVALUATION
	 
	 	 	Details of planned evaluation and demonstration, if any.
	 
	6.	 	PROTECTION
	 
	 	 	Anticipated intellectual property protection requirements.
	 
	7.	 	COMMERCIAL PROPAGULES SALES
	 
	 	 	Estimated sales including grade of COMMERCIAL PROPAGULES, volume and price and country of
destination.
	 
	8.	 	ROYALTY INCOME






	 	a.	 	Estimated royalty payments; and
	 
	 	b.	 	Commencement date of payment.






	9.	 	COMMERCIAL PROPAGULES PRODUCTION
	 
	 	 	Estimated production, including grade of COMMERCIAL PROPAGULES, land area to be sown,
estimated production and harvest date.








	 	 	 

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EXHIBIT H




to the Collaboration Agreement between IGER and CERES



CERTAIN REMUNERATION PRINCIPLES


1. If CERES uses germplasm that is IGER INTELLECTUAL PROPERTY or IGER BACKGROUND INTELLECTUAL
PROPERTY or JOINT INTELLECTUAL PROPERTY to develop varieties of the COLLABORATION CROP outside the
RESEARCH PROJECTS, the following guiding principles will apply to determine the remuneration due to
IGER by CERES upon commercialization of such varieties:





1.1 Royalty on NET SALES (defined as in EXHIBIT H) of varieties resulting from
crosses of IGER INTELLECTUAL PROPERTY or IGER BACKGROUND INTELLECTUAL PROPERTY germplasm
with CERES or third party or public germplasm:




1.1.1 if the variety contains equal to or less than one hundred percent (100%) but
more than seventy-five percent (75%) of IGER INTELLECTUAL PROPERTY or IGER BACKGROUND
INTELLECTUAL PROPERTY germplasm where said germplasm’s genotype exists before the
Effective Date of the CA, no further breeding or selection is done in any RESEARCH
PROJECT and the variety is commercialized by rhizomes: [***] percent ([***]%)




1.1.2 if the variety contains equal to or less than one hundred percent (100%) but
more than seventy-five percent (75%) of IGER INTELLECTUAL PROPERTY or IGER BACKGROUND
INTELLECTUAL PROPERTY germplasm in all cases not included in 1.1.1: [***] percent
([***]%)




1.1.3 if the variety contains equal to or less than one hundred percent (100%) but
more than seventy-five percent (75%) of JOINT INTELLECTUAL PROPERTY germplasm: [***]
percent ([***]%)




1.1.4 if the variety contains equal to or less than seventy-five percent (75%) but
more than twenty-five percent (25%) of IGER INTELLECTUAL PROPERTY or IGER BACKGROUND
INTELLECTUAL PROPERTY germplasm: [***] percent ([***]%)




1.1.5 if the variety contains equal to or less than seventy-five percent (75%) but
more than twenty-five percent (25%) of JOINT INTELLECTUAL PROPERTY germplasm: [***]
percent ([***]%)




1.1.6 if the variety contains twenty-five percent (25%) or less IGER INTELLECTUAL
PROPERTY or IGER BACKGROUND INTELLECTUAL PROPERTY or JOINT INTELLECTUAL PROPERTY
germplasm, but contains one (1) TRAIT that has been introduced through crossing from
such germplasm: [***] percent ([***]%); if two (2) or more TRAITS introduced through
crossing from such germplasm: [***] percent ([***]%)







	 	 	 

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



 









 









1.1.7 in cases other than 1.1.1 through 1.1.6 no remuneration will be due (except if
clause 2 hereinafter applies).




	 	 	“TRAIT” shall mean a valuable characteristic of a plant selected by CERES (e.g. drought
tolerance, specific flowering time) where at least seventy percent (70%) of such
characteristic is associated with no more than two (2) identified markers.
	 
	 	 	1.2 Royalty on LICENSE INCOME (defined as in EXHIBIT H) — to be determined in
function of business model.




2. If CERES uses IGER INTELLECTUAL PROPERTY or JOINT INTELLECTUAL PROPERTY other than germplasm to
develop a product, a fair and reasonable remuneration will be due by CERES to IGER, taking into
account the relative contributions of the Parties to the research, development, production,
marketing and sales of the product. Upon CERES’ request, the Parties will negotiate diligently and
in good faith to determine such remuneration for one or more particular inventions or products.



3. Duration of royalty payments will be similar to what is provided in the model license agreement
for non-transgenic varieties (non-UK) in EXHIBIT G.







	 	 	 

	CERES-IGER Collaboration Agreement

	 	Page 75 of 75







 













 





AMENDMENT I



to the Collaboration Agreement effective as of April 1, 2007 between Institute of Grassland and
Environmental Research (“IGER”) and Ceres, Inc. (“CERES”) (the “Agreement”).





	 	1.	 	The Parties agree to replace “sixty (60) days” by “two hundred ten (210) days” in
Article 14.1 (e) (v) of the Agreement.
	 
	 	2.	 	The Parties agree that this Amendment I is effective as of June 1, 2007.
	 
	 	3.	 	For the remainder, the Agreement remains unchanged and this Amendment I shall form an
integral part thereof.




Made in two (2) copies.






	 	 	 	 	 	 	 	 	 	 	 

	INSTITUTE OF GRASSLAND AND ENVIRONMENTAL  RESEARCH

	 	 	 	CERES, INC.	 	 
	 
	By:

	 	/s/ Mervyn Humphreys	 	 	 	By:	 	/s/ Richard Flavell	 	 
	Name:

	 	 

Professor Mervyn Humphreys
	 	 
	 	Name:
	 	 

Richard Flavell, CBE, FRS
	 	  
	Title:

	 	Director
	 	 	 	Title:
	 	Chief Scientific Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	/s/ Richard Hamilton	 	 
	 

	 	 	 	 	 	Name:
	 	 

Richard Hamilton
	 	 
	 

	 	 	 	 	 	Title:
	 	President and Chief Executive
Officer	 	 






Page 1 of 1 









 





AMENDMENT II



to the Collaboration Agreement effective as of April 1, 2007 between the Institute of Grassland and
Environmental Research (“IGER”) and Ceres, Inc. (“CERES”), as amended (the “Agreement”) and to
SCHEDULE 1 between the Institute of Grassland and Environmental Research (“IGER”) and Ceres, Inc.
(“CERES”) and dated April 1, 2007, as amended (“Schedule 1”).




          WHEREAS, the Institute of Grassland and Environmental Research (“IGER”) and CERES entered into
the Agreement and Schedule 1 on April 1, 2007;




          WHEREAS, on April 1, 2008 IGER merged with Aberystwyth University Institutes of Biological
Sciences and Rural Sciences to form the new Institute of Biological, Environmental and Rural
Sciences of Aberystwyth University (“AU”);




          WHEREAS, as a consequence of such merger, the Parties wish to substitute AU in place of IGER
as a contract party to the Agreement;




          WHEREAS, AU and CERES wish to amend the Agreement, as set forth hereinafter.




          NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements
contained herein and of other good and valuable consideration, the Parties have agreed and do
hereby agree as follows:





	 	1.	 	The Parties agree that Aberystwyth University, a Higher Education Establishment
registered in the United Kingdom No. RC000641, having an office at Old College, King
Street, Aberystwyth SY23 2AX (“AU”) should be substituted as a contract party to the
Agreement in place of IGER.
	 
	 	2.	 	The Parties agree to amend Article 14.1 (e) (v) of the Agreement so as to read as
follows:
	 
	 	 	 	“(v) with thirty (30) days’ written notice to AU if Defra has not assigned
to AU, or granted to AU a license reasonably satisfactory to CERES on, the
Intellectual Property vested in Defra or the Crown or the Secretary of State
pursuant to the DEFRA agreement NF 0426 within three (3) years from the
Effective Date (the “Assignment/License”); provided however that Ceres will not
unreasonably refuse to extend such three (3) year term by six (6) months if so
requested by AU by December 31, 2009.”
	 
	 	3.	 	The Parties agree to add the following clause in Article 6 of Schedule 1:
	 
	 	 	 	“As long as the assignment or license grant by Defra to AU, and the
corresponding grant of a license or sublicense to CERES in compliance with
the Agreement, has not occurred, CERES will have the right to withhold [***]





Page 1 of   2 



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








 






	 	 	 	percent ([***]%) of the funding payable by CERES to AU pursuant to Attachment B —
Budget, attached to Schedule 1 (as this may be amended from time to time).
CERES’ rights to withhold such payments will terminate:






	 	(i)	 	with respect to [***] percent ([***]%) of the funding,
as of the date CERES effectively receives a license or sublicense
satisfactory to CERES on CERTAIN MISCANTHUS ACCESSIONS (defined in
Article 3.2.1 b. of the Agreement) and related information.
	 
	 	(ii)	 	with respect to [***] percent ([***]%) of the funding as
of the date CERES effectively receives a license or sublicense
satisfactory to CERES on the Intellectual Property vested in Defra or
the Crown or the Secretary of State pursuant to the Defra agreement
NF0426.”






	 	4.	 	The Parties agree that this Amendment II is deemed to have become effective as of May
1, 2008.
	 
	 	5.	 	For the remainder, the Agreement and Schedule 1 remain unchanged and this Amendment II
shall form an integral part thereof.




Made in two (2) copies.









	 	 	 	 	 	 	 	 	 	 	 

	ABERYSTWYTH UNIVERSITY 

	 	 	 	CERES, INC.	 	 
	 
	By: 

Name:

	 	/s/ S.G.A. Durbin
 

S.G.A. Durbin
	 	 
	 	By:

Name:
	 	/s/ Richard Flavell
 

Richard Flavell, CBE, FRS
	 	 
	Title:

	 	Director, Risk & Research Finance
	 	 	 	Title:
	 	Chief Scientific Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:

Name:
	 	/s/ Richard Hamilton
 

Richard Hamilton
	 	 
	 

	 	 	 	 	 	Title:
	 	President and Chief
Executive Officer	 	 







Page 2 of 2 






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