instruction:
In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
question:
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.         CERES-IGER Collaboration Agreement    Page 1 of 75







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         CERES-IGER Collaboration Agreement    Page 2 of 75







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:

1.1 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:

1.  RESEARCH PROJECTS.

  •   research activities to be performed by each Party in detail       CERES-IGER Collaboration Agreement    Page 3 of 75







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

  •   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

      CERES-IGER Collaboration Agreement    Page 4 of 75







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.         CERES-IGER Collaboration Agreement    Page 5 of 75







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.         CERES-IGER Collaboration Agreement    Page 6 of 75







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.

2.1 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:

2.  MANAGEMENT COMMITTEE.

      CERES-IGER Collaboration Agreement    Page 7 of 75







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.

  -   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.

      CERES-IGER Collaboration Agreement    Page 8 of 75







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         CERES-IGER Collaboration Agreement    Page 9 of 75







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         CERES-IGER Collaboration Agreement    Page 10 of 75







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.

4.1 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) .

4.  INTELLECTUAL PROPERTY.

      CERES-IGER Collaboration Agreement    Page 11 of 75







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         CERES-IGER Collaboration Agreement    Page 12 of 75







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         CERES-IGER Collaboration Agreement    Page 13 of 75







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.

5.1.1 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.

5.2.1 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.

5.  USE AND COMMERCIALIZATION RIGHTS.

  5.1  IGER Research Rights.

  5.2  Commercialization Rights of IGER 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.

5.3.1 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.

  5.3  Commercialization Rights — Other.

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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.

7.1 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

6.  ENFORCEMENT OF JOINT INTELLECTUAL PROPERTY RIGHTS.

7.  CONFIDENTIALITY.

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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.         CERES-IGER Collaboration Agreement    Page 17 of 75







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.

9.1 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.

9.  PUBLICITY.

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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.         CERES-IGER Collaboration Agreement    Page 19 of 75







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         CERES-IGER Collaboration Agreement    Page 20 of 75







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         CERES-IGER Collaboration Agreement    Page 21 of 75







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:

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

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

  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.

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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.

14.1 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)

14.  TERM AND TERMINATION.

      CERES-IGER Collaboration Agreement    Page 23 of 75







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         CERES-IGER Collaboration Agreement    Page 24 of 75







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.

15.1 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.

15.  DISPUTE RESOLUTION AND APPLICABLE LAW.

      CERES-IGER Collaboration Agreement    Page 25 of 75







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.

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

16.  NOTICES.

      CERES-IGER Collaboration Agreement    Page 26 of 75







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.         CERES-IGER Collaboration Agreement    Page 27 of 75







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.         CERES-IGER Collaboration Agreement    Page 28 of 75







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          CERES-IGER Collaboration Agreement    Page 29 of 75







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.         CERES-IGER Collaboration Agreement    Page 30 of 75







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



      CERES-IGER Collaboration Agreement    Page 31 of 75







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)         CERES-IGER Collaboration Agreement    Page 32 of 75







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.       CERES-IGER Collaboration Agreement    Page 33 of 75







  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       CERES-IGER Collaboration Agreement    Page 34 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 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







Made in two (2) copies.

      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.

              [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   Page 39 of 75







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.       CERES-IGER Collaboration Agreement   Page 40 of 75







  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       CERES-IGER Collaboration Agreement   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







Made in two (2) copies.

      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.

              [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   Page 46 of 75







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:

          To:  Name:   (the Recipient)            Organisation:   (the Recipient Institution)            Address:

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.       CERES-IGER Collaboration Agreement   Page 47 of 75







The Schedule

[to be completed]

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.

      CERES-IGER Collaboration Agreement   Page 48 of 75







Signed for and on behalf of IGER:

Signature:

Name: P.A. Fentem

Title: Institute Business Manager

Date:



Recipient Institution:    Recipient:

Signature:    Signature:

Name:    Name:

Position:    Date:

Date:

      CERES-IGER Collaboration Agreement   Page 49 of 75







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       CERES-IGER Collaboration Agreement   Page 50 of 75







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

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.

  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)

      CERES-IGER Collaboration Agreement    Page 51 of 75







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         CERES-IGER Collaboration Agreement    Page 52 of 75







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         CERES-IGER Collaboration Agreement    Page 53 of 75







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         CERES-IGER Collaboration Agreement    Page 54 of 75







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:

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

    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

      CERES-IGER Collaboration Agreement    Page 55 of 75







EXHIBIT F

to the Collaboration Agreement between IGER and CERES

PRODUCTION AND COMMERCIALIZATION ACTIVITIES

CERES will:

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.

  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-IGER Collaboration Agreement    Page 56 of 75







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:

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

1.  DEFINITIONS.

      CERES-IGER Collaboration Agreement    Page 57 of 75







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.         CERES-IGER Collaboration Agreement    Page 58 of 75







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       CERES-IGER Collaboration Agreement    Page 59 of 75
  (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.
      CERES-IGER Collaboration Agreement    Page 60 of 75
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.

4.1 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:

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

4.  LICENSED VARIETY CONSIDERATION.

  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.       CERES-IGER Collaboration Agreement    Page 61 of 75







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.

5.1 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.

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

5.  DENOMINATIONS, VARIETY NAMES, TRADE MARKS.

      CERES-IGER Collaboration Agreement    Page 62 of 75







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.

7.1 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

6.  QUALITY AND PERFORMANCE REGULATIONS.

7.  DILIGENCE.

      CERES-IGER Collaboration Agreement    Page 63 of 75







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.

8.1 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.

9.1 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

8.  BOOKS, RECORDS AND RIGHT OF AUDIT.

9.  ABATEMENT OF INFRINGEMENT.

      CERES-IGER Collaboration Agreement    Page 64 of 75







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.

10.1 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.

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:

10.  CONFIDENTIALITY.

11.  NOTICES.

      CERES-IGER Collaboration Agreement    Page 65 of 75







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.

12.1 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:

12.  DISCLAIMERS.

  (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.       CERES-IGER Collaboration Agreement    Page 66 of 75







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.

14.1 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.

15.1 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.

13.  INDEMNIFICATION.

14.  PUBLICITY AND USE OF NAMES.

15.  DISPUTE RESOLUTION AND APPLICABLE LAW.

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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.

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

16.  TERM AND TERMINATION.

  (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.       CERES-IGER Collaboration Agreement    Page 68 of 75







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.       CERES-IGER Collaboration Agreement    Page 69 of 75







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.

17.  GENERAL.

      CERES-IGER Collaboration Agreement    Page 70 of 75







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:

      CERES-IGER Collaboration Agreement    Page 71 of 75







ANNEX I   INTELLECTUAL PROPERTY

INTELLECTUAL PROPERTY RIGHTS for the LICENSED VARIETY

JOINT INTELLECTUAL PROPERTY

IGER INTELLECTUAL PROPERTY

IGER BACKGROUND INTELLECTUAL PROPERTY         CERES-IGER Collaboration Agreement    Page 72 of 75







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.       CERES-IGER Collaboration Agreement    Page 73 of 75







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  ([***]%)

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

      CERES-IGER Collaboration Agreement    Page 74 of 75







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).

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.

    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.

      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).

Made in two (2) copies.

Page 1 of 1

  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.

                      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







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:

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  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 [***]







Made in two (2) copies.

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      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.

                      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







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: [***].

SCHEDULE 1—Plant Breeding, Markers, Composition, Agronomy and Propagation

THIS SCHEDULE is made this 1st day of April, 2007.

WHEREAS, CERES and IGER have entered into a Collaboration Agreement (CA), dated April 1, 2007, which allows for the undertaking of  RESEARCH PROJECTS pursuant to SCHEDULES, these terms being defined in the CA; and

THEREFORE, the Parties have agreed to undertake the following RESEARCH PROJECT as defined herein on the following terms and conditions:

GENERAL

RESEARCH PROJECT TITLE: Developing Miscanthus Cultivars for Use in Bioenergy Production

Development of Miscanthus Species for Energy Crops — Scientific Overview

Miscanthus species are capable of producing large quantities of biomass with minimal inputs over a wide geographic range. CERES and IGER aim  to develop commercial biomass crops from leading Miscanthus lines via a collaboration with 2 major foci: I) propagation; and II) breeding. These  are described in turn below.

I. Propagation.

The major barrier to profitable Miscanthus cropping is efficient and inexpensive propagation. In the UK, subsidy support makes [***] of  Miscanthus x giganteus an economically viable planting method. This is not the case in [***], where there is no government support for the crop  and initial [***] from which to generate planting material is extremely limited.

It is not commercially feasible to produce Miscanthus on a large scale in [***] from traditional [***] schemes. Success of Miscanthus crops for  large markets will be determined by development of

CERES-IGER SCHEDULE 1

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      BETWEEN   CERES, INC. (CERES), a Delaware corporation, having its principal place of business at 1535 Rancho Conejo Blvd., Thousand  Oaks, CA 91320, United States of America, and



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

A.   Unless otherwise specified herein, the terms of the CA shall apply to this SCHEDULE.

B.   In the event of any difference between the terms of this SCHEDULE and the CA, then the terms of this SCHEDULE shall prevail.

I.A.  Rationale:







cost-effective propagation technology, and the magnitude of success depends on the speed with which this technology can be developed.

All other lines of crop development research in this collaboration will be dependent on success with propagation.

To be successful, Miscanthus must be planted from small, homogenous propagules that can be cheaply and rapidly produced, flow-ably  transported, stored for months and consistently emerge after planting. In theory, the best propagule for Miscanthus production is seed. However,  propagation of Miscanthus from seed is complicated and difficult. Development of [***] Miscanthus varieties will be a [***] of the [***] of this  collaboration.

An alternative approach to seed in the short term is to [***] Miscanthus from [***] as is common in [***]. [***] is more feasible with decreasing  [***] and has not been thoroughly explored in Europe. The potential of [***] should be investigated from both an applied and basic perspective.  It was agreed that while the approach is more likely to work in [***], it should also include x [***] and at least initially [***].

Development of [***] and [***] techniques for [***] Miscanthus cropping systems will utilize a combination of theoretical and applied methods  in the lab, glasshouse and field.

CERES-IGER SCHEDULE 1

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I.B.  Goal: Applied methods for effective [***] of Miscanthus hybrids.

      I.B.i. Objective 1: Identify [***] techniques and optimize them with existing hybrids.

      Methods: Screen [***], x [***] and other species at least initially for [***] ability with multiple techniques in a broad range of factorial field  and glasshouse experiments. Glasshouse experiments can be conducted year-round at IGER and at CERES in Thousand Oaks, CA.  Additional experiments may be conducted at other CERES locations added at a later date. Field experiments will be conducted [***] at IGER  and begin in multiple locations in [***] during the three (3) year period of this SCHEDULE.

      I.B.ii. Objective 2: More basic genetic and physiological work aimed at characterising and understanding [***].

      Methods: A series of experiments into the [***] of [***] with a focus on inducing plant growth from [***] ([***] and [***]) [***]. Work  should explore [***] cues ([***], [***], [***]) as well as [***] ([***]). Explore [***] and score in [***] if possible, to locate [***].  Evaluate candidate [***] (from Arabidopsis, [***] if possible and other species) promoting [***] frequency.

I.C.  Goal: Applied methods for effective [***] of Miscanthus hybrids.

      I.C.i. Objective 1: Demonstrate potential of [***] and create protocols.

      Methods: Check [***] of [***] and [***] of a wide range of [***] in response to [***] and [***] with a combination of [***], glasshouse  and finally field experiments. Interpret results in context of [***] range, genotype and [***] conditions under which the [***] was [***].  Produce guidelines for effective [***] and [***].

I.D.  Goal: [***] based systems for rapid [***] of germplasm and plants to be used in [***].







II. Breeding

Miscanthus is an unimproved plant species with great potential as an energy crop. [***] has not yet been fully collected and characterized.  Miscanthus species are capable of crossing with [***] — a characteristic that has long been exploited in [***] where Miscanthus germplasm is  used to [***]. The use of Miscanthus for biomass is a relatively new area, thus initial collection and evaluation of germplasm may discover lines  already suited to the commercial market, and will certainly provide the base for the breeding needed to develop [***] into dedicated bioenergy  crops. This breeding programme will employ traditional methodology to [***] and [***] for traits of interest. Molecular markers will be developed  to assist identification of traits and expedite development of elite lines. Major traits of interest include increased biomass production, altered  composition for improved conversion to fuel, [***] tolerance and seed suitable to produce [***] ([***]) [***].

As lines with commercial potential are identified they will be selected for direct field trialing at IGER and/or at CERES locations in [***] to speed up  commercial variety development.

CERES-IGER SCHEDULE 1

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      I.D.i. Objective 1: Provide plants for [***] based [***].

      Methods: [***] plants using clean systems for shipment to [***] in accordance with international regulations.

      I.D.ii. Objective 2: Investigate [***] in [***] of lines potentially useful in breeding, including hybrids.

      Methods: Evaluate the [***] capacity of breeding line candidates in response to standard or improved [***] techniques.

      I.D.iii. Objective 3: Develop estimates of time and cost required to [***] plants in [***] based systems.

      Methods: Conduct a desk study to compare the costs/benefits and barriers associated with large scale [***] methodology including [***].

I.E.  Goal: Proof of Concept field trials of research findings in target locations.

      I.E.i. Objective 1: Evaluate and optimize propagation techniques under commercially relevant conditions.

      Methods: Use IGER and CERES infrastructure for field trialing methods in the UK and at multiple locations in [***] and elsewhere. These  should expand on research performed at IGER and test genotype by environment interactions, with a focus on potentially commercial  genotypes.

      I.E.ii. Objective 2: Evaluate and optimize germplasm performance in the UK and in multiple [***].

      Methods: Use IGER and CERES infrastructure for field trialing at multiple locations in the UK, [***] and elsewhere. These should expand  on research performed at IGER and test genotype by environment interactions with a focus on potentially commercial genotypes.

II.A.  Rationale:

II.   B. Goal: A complete and documented Miscanthus [***].







CERES-IGER SCHEDULE 1

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      II.B.i. Objective 1: [***] to [***] in [***].

      Methods: In accordance with international conventions, e.g., the Convention on Biodiversity (CBD), [***] Miscanthus [***] from the  [***] of [***]. Document the phenotype and growing [***], using [***] to accurately record the [***]. [***] to [***] for [***] and  subsequent phenotype documentation.

      II B.ii. Objective 2: Characterize full [***].

      Methods: Document the morphological, physiological and [***] of interest in the [***] using consistent phenotyping nomenclature and  [***] compositional analysis. Develop molecular markers associated with phenotypic traits.

      II.B.iii. Objective 3: Assess relatedness of plants identified as useful parents for hybrids.

      Methods: Use molecular markers developed for traits of interest in combination with germplasm characterization data, particularly [***], to  select parents with desired traits that are also likely to present [***].

      II.B.iv. Objective 4: Develop a dynamic warehouse to store data and develop systems to analyse data and support multidisciplinary  collaborative research.

      Methods: IGER and CERES to consider best options for developing the database. Populate the database with the [***] and [***]  information [***]. As germplasm is characterized, integrate phenotype and marker data and use to facilitate choice of promising [***] lines  as well as inform the preparation needed to ensure [***] (e.g. [***]). As data become available from other components of the collaborative  research, such as field trialing and conversion analysis, it will be added to the database to allow PIs to synergistically design next step  experiments.

II.C.  Goal: Improved Miscanthus hybrids for commercial use.

      II.C.i. Objective: Select improved parents.

      Methods: [***] within [***] using information from molecular markers and composition analysis to shorten and streamline the selection of  parents. Cross between [***] and evaluate hybrids to identify improved parents.

      II.C.ii. Objective: Make crosses of selected [***] lines.

      Methods: Appropriate germplasm will be selected for crossing using the database decision tool. Plants will be [***] to [***] in  glasshouses and [***] made both in the glasshouse and outdoors at IGER, depending on time of year. Improve efficiency of [***] and, for  [***], [***]. Determine [***] — and [***]. Send seed of [***] candidates and [***] to CERES locations for trialing.

      II.C. iii Objective: Selection of superior [***].

      Methods: [***] will be transplanted to field. Important morpho-physiological traits will be recorded over [***] years after which the best  genotypes will be selected, [***] and [***] into rhizomes. The value of early prediction of traits will be assessed. A mass selection  reservoir (MSR) will be maintained as a safety net and to contain interesting genotypes that do not justify commercial development.







CERES-IGER SCHEDULE 1

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      II.C.iv. Objective: Field evaluation of hybrids.

      Methods: From rhizomes taken in iii, replicated trials will be established. After [***] (or [***]) years, the best genotypes will be provided to  CERES to test at diverse locations for commercially relevant evaluation.

      II D. Goal: Improved Miscanthus Varieties.

      II.D.i. Objective: Explore new methods of breeding.

      Methods: Set up and test [***] in terms of [***] and [***]. Set up and test [***] in terms of [***] and [***] to determine whether [***]  will be acceptable. The results will guide applications for the setting up of Plant Breeders' Rights schemes.

3.   RESEARCH AND DEVELOPMENT PLAN

    The RESEARCH AND DEVELOPMENT PLAN (Attachment A to this SCHEDULE) contains:

  •   Research and evaluation activities to be performed by each Party in detail, including locations for such activities

  •   Timelines of such activities

  •   Goals, expected results and deliverables

  •   Milestones and go/no-go decision points, if applicable

  •   FTEs

4.   LOCATION OF WORK:

    IGER Work:

    IGER laboratory and glasshouse facilities and properties at its Welsh location and potential subcontractor locations.

    CERES Work:

    Thousand Oaks, CA and potential subcontractor locations.

5.   PHD LEVEL SCIENTIFIC STAFF:

    Dr. John Clifton-Brown (IGER)  Dr. Iain Donnison (IGER)

    Dr. Richard Flavell (CERES)  Dr. Bonnie Hames (CERES)  Dr. Emily Heaton (CERES)  Dr. Peter Mascia (CERES)  Dr. Steve Thomas (CERES)

    The Parties agree to complete this list within three (3) months from the commencement date of this SCHEDULE.







CERES-IGER SCHEDULE 1

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6.   FUNDING APPROVED:

    See attached Budget (Attachment B).

7.   REPORTS:

    All reports shall be delivered to the MANAGEMENT COMMITTEE on or before the required delivery dates for the same.

    IGER and CERES will deliver at each quarterly MANAGEMENT COMMITTEE meeting (or annual meeting, as the case may be):

  •   Quarterly status update and FTE breakout based on attached planning document.

  •   Actual spending relative to budget.

  •   INTELLECTUAL PROPERTY generated during the period.

  •   Copies of slide presentations summarizing research progress (template attached as Attachment C to this SCHEDULE).

  •   Annual Report (compilation of slide presentations and quarterly minutes) (annual meeting).

    Additional information, if not specifically included in the delivered information (above), shall be delivered (or later provided, wherein the  delivering Party shall indicate the delivery method and time) as supporting information at the related quarterly meeting, if available:

  •   Breeding records.

  •   Copies of field or glasshouse books and records.

  •   Copies of raw field trial data.

  •   Biological material, including [***] lines from crosses and/or [***].

8.   REPORT DATES:

    Annual report: Due at annual meeting in January.

    Quarterly reports and information: Due at quarterly meetings of the MANAGEMENT COMMITTEE per the CA (e.g., April, July, October,  January).

9.   SUBCONTRACTORS AND LOCATIONS:

    Actual locations and work at the locations will be decided by the MANAGEMENT COMMITTEE at the quarterly meetings.

10.  MAJOR CONSUMABLES TO BE PURCHASED:

    None designated at the commencement date of this SCHEDULE.

11.  ASSETS:







CERES-IGER SCHEDULE 1

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    Not applicable.

12.  INSURANCE:

    Not applicable.

13.  INTELLECTUAL PROPERTY RIGHTS:

13.1  IGER Background Intellectual Property:

    See Attachment D. The Parties agree that Attachment D will be worked out in more detail and completed within thirty (30) days of the  commencement date of this SCHEDULE.

  13.2.  CERES Background Intellectual Property:

  •   Molecular markers

  •   Genome sequence information

  •   [***]

  •   [***] information

  •   Proprietary software

14.  USE AND COMMERCIALIZATION RIGHTS:

    Controlled by CA. License agreements for non-transgenic varieties developed pursuant to this SCHEDULE 1 will be based on the Model  License Agreement for Non-transgenic Varieties in EXHIBIT G to the CA.

15.  CONFIDENTIALITY/PUBLICATION:

    Controlled by CA.

16.  COMMENCEMENT/TERM:

    Commencement: April 1, 2007

    Term: Three (3) years provided however, at least one (1) year before the end of the term of this SCHEDULE, the Parties shall decide whether to  extend it for one (1) or more years, with appropriate updates to the RESEARCH AND DEVELOPMENT PLAN (Attachment A), and FUNDING  (Article 6 of this SCHEDULE).

17.  PROVISIONS FOR EARLY TERMINATION:

    This SCHEDULE does not terminate automatically upon termination of the CA.







CERES-IGER SCHEDULE 1

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

    This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the Parties, or  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 SCHEDULE, 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 SCHEDULE 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 SCHEDULE 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 the CA relates are acquired by  a third party (whether by sale, acquisition, merger, operation of law or otherwise)); (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 [***] 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 to the CA, 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 SCHEDULE 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 activities associated with this SCHEDULE, 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) months after the Effective Date  of the CA, if no rights to commercialize (including determination of the compensation due upon commercialization) COLLABORATION  CROPS germplasm provided by IGER which is included in the RESEARCH PROJECT covered by this SCHEDULE have been







CERES-IGER SCHEDULE 1

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

      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), provided however that such termination may be for the entirety of this SCHEDULE or only for certain parts of the  RESEARCH PROJECT covered by this SCHEDULE.

18.  SPECIAL CONDITIONS:

  18.1  VARIETY RELEASE

    18.1.1 RELEASE DATE shall mean the date that CERES determines that a variety developed, tested and evaluated pursuant to the terms  of this SCHEDULE is ready for release, wherein upon such decision, such variety will be formally released by IGER and CERES jointly (if  the variety constitutes JOINT INTELLECTUAL PROPERTY) or by IGER (if the variety constitutes IGER INTELLECTUAL PROPERTY) or  by CERES (if the variety constitutes CERES INTELLECTUAL PROPERTY).

      18.1.2 For the purposes of this SCHEDULE, CERES, on advice of the breeder(s) of each variety via the MANAGEMENT COMMITTEE,  shall establish, in its sole discretion, an appropriate RELEASE DATE for such varieties.

    18.1.3 At or about the RELEASE DATE for a variety, CERES will determine a COMMERCIAL NAME for such variety under which the seed  of the same will be marketed and sold. COMMERCIAL NAME means the complete, preferred name of a released variety under which it  will be marketed and sold.

    18.1.4 The Parties agree that the development of new varieties will not always result in varieties that are commercially acceptable or  releasable. Provided all Parties execute their respective obligations under this SCHEDULE in an appropriate and reasonable manner, no one  Party shall be liable to the other for any refund or other recompense because no commercially acceptable new variety is produced.

  18.2  BBSRC project: Optimizing the development of the energy grass Miscanthus through manipulation of the flowering time.

      Reference to this project (BBSRC grant) is included in EXHIBIT E to the CA.

      The RESEARCH AND DEVELOPMENT PLAN in Attachment A hereto refers to certain activities to be conducted by IGER pursuant to the  BBSRC grant. The Parties expressly acknowledge and agree that:







IN WITNESS THEREOF this SCHEDULE has been executed on the date hereinbefore entered.

CERES-IGER SCHEDULE 1

Page 10 of 10

  (i)   the results of such activities shall constitute IGER INTELLECTUAL PROPERTY, and

  (ii)   IGER may make certain data resulting from such activities publicly available in compliance with the BBSRC grant.

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







      Attachment A - RESEARCH AND DEVELOPMENT PLAN   Breeding Project Plan                                                                                                                                                                                                                                                            A    B           C     D     E     F     G   H    I    J    K   L  M    N    O    P    Q    R     S   T    U    V    W   X  Y    Z    AA    AB    AC   AD     AE   AF    AG   Ah    1         IGER          Task  Objective  Comments          year 1                                                                        year 2                                                                          year 3                        2         Ceres                                           FTE        Ceres  [***]                     IGER  [***]                     FTE        Ceres  [***]                    IGER  [***]                        FTE         Ceres  [***]    3        CIGER                                            1     2     3      4    5   6   7       8      9   10   11   12     1     2     3      4    5   6   7     8      9   10     11     12       1     2       3      4    4    1                  [***]                                                                                                                                                                                                                             5        IGER          [***]                                                                                                                                                                                                                             6



A



IGER



[***]



To capture  important  [***] to  improve  productivity  and [***] (re  [***] for  climate  change).  Particular  [***] are  geographical  including [***]  where [***].  [***] can  demonstrate  Google map  showing [***]

The earliest  this could be  done in  Oct/Nov 20 [***]. It may  be possible to  continue to  work with our  [***] of 20 [***]. Target  countries are  [***] (incl  [***], [***]  and [***].  EH would  also like to  know about  ethnobiology.

This needs  to be  included in  the budget  at £30- 40K.

                                                                                                                                                                                                7



B



IGER



[***]



Ensure these  can be used  without  importation of  disease outside  [***]



[***] will be  inspected in  Sept [***] by  DEFRA. I  have  contacted  DEFRA  about [***]  import and  await a  reply. [***]  could be  [***] in  [***] to 1)  fulfil [***]  requirements  2) make a  modest level  of  multiplication  so that [***]  can be  compared on  different  sides of the  [***].                                                                                                                                                                                                         8



IGER



Sample leaf  material

Detailed  genetic  analysis

                          from 1 rep,  extract DNA,   using markers                                                                                                                                                                                                                                          send to Ceres                                                                                                                                                                                                                         9          Ceres           SNPmarker  analysis   Evaluate  material for

                                  markers, send  results to                                                                                                                                                                                                                                                  IGER                                               [***]                                                                            [***]                                                                               [***] 10



C



IGER



[***] and send  subset of about  [***] to [***] for  further evaluation.  Decide which  lines Nov 20[***].  Also see [***]  sheet.



Characterise  morphological  and  physiological  [***] relevant  [***] in [***]



This  obviously  would link to  the Trials  worksheet. It  is practical to  start  identifying  key material  in 20[***] -  which  perhaps  should be put  [***].                                                                                                                                                                                                         11         Ceres           Evaluate [***] in  [***].                                                                                                                                                                                                                         12



IGER



Identify G X E



Analyse if G  has a [***]

Completion  may be  beyond

                          interactions and   effect in [***]   [***] year  workplan

                          identify climatic  zones                                                                                                                                                                                                                         13         IGER           Develop  supporting           I guess we  mean the



techniques for  phenotype

protocols,  which I  suggest



trials



we base on  EMI. These  can be



drawn up  with  statistical

                                          advice ro test  30 genotypes



well in  advance of  the [***]

                                          multiplication  stage                                                                                                                                                                                                         14  C  IGER          [***]                                                                                                                                                                                                                         15         IGER           Dig samples of  [***] key   Test [***] to  [***]

                          Miscanthus  genotypes

                          from EMI plots,  [***]                                                                                                                                                                                                                         and transfer to





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

                         [***]                                                                                                                                                                                                                         16         Ceres           [***] in [***]   Test [***] and  [***] in [***]                                                                                                                                                                                                                 17



D



CIGER  JCB



WvA  and



Obtain  Commecialization  Rights



Freedom to  commercialize  [***]  developed in  program                                                                                                                                                                                                                 18   2                  Characterise                                                                                                                                                                                                                                                  A) existing and                                                                                                                                                                                                                                                  B) new [***] at

                          IGER C) selected  [***]                                                                                                                                                                                                                                                  in [***]                                                                                                                                                                                                                         19



A



IGER



Assess phenotype  trial (planted at  IGER in April  [***]) for  morphological  and physiological  [***] relevant  [***]. Include  [***], [***] status  etc in [***].



Record  important  morphometric  characters  including  winter [***],  spring [***],  [***] to [***]  spring [***]  and summer  [***] (incl  [***]), [***]/  [***], [***]  and intensity,  [***] and  [***], [***],  [***], [***]  and [***],  visual  assessment of  [***]

Scoring  systems need  to be  transferable.  Bar code  reading  needs to be  investigated.



This is the  [***] year  following  [***] so  the mature phenotype  is ready  for the 20 [***]  season. It  should be  repeated  in 20[***]  to check  the impact  of [***] in  [***]



      CERES-IGER SCHEDULE 1   April 1, 2007







      Attachment A - RESEARCH AND DEVELOPMENT PLAN   Breeding Project Plan                                                                                                                                                                                                                                                                            A    B         C   D   E   F  G H I  J  K L    M   N   O   P  Q  R  S  T  U  V  W  X    Y  Z  AA  AB  AC  AD  AE  AF  AG  Ah  AI  AJ    Ak  Al  AM  AN AO  20          IGER         Sample leaf  material  from 1 rep,  extract  DNA, send  to Ceres

  Detailed genetic  analysis using  markers

 NB One sacc was received  as four plants and may not  be a clone

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

21         Ceres         SNPmarker  analysis   Evaluate  material for  markers, send  results to IGER



22    B   IGER         New  phenotype  trial to be  [***] 20 [***] based  on [***].NB  [***]  material will  consist of  [***] plants  per [***]  derived  from [***].

  Characterise  morphological  and  physiological  [***] relevant  [***]

 We plan to follow the  design of Phenotype Trial  [***] above with the [***]  at IGER. If [***] through  [***] works (we have  started this), we may get  this trial started in June  [***]. However, it is also  likely planting will be  delayed until May [***].  We could then include the  [***] which should have  cleared [***].



23    3                 [***] for  [***]

24         CIGER         Set [***]  protocols for  [***]  analysis

  Method  harmonization  for future [***]  analysis



25          IGER         Sample  whole plant  material  harvested at  [***],  analyze  using [***],  send [***] to  Ceres

  More detailed  [***]  characterisation  will reveal  important [***]

 Samples to be taken for 20 [***] spring harvest from  [***] and [***] (this is  earlier than ideal - and  should be repeated in 20 [***])

  SuperGen  funds work  on [***]  phenotype  trial for  [***], [***]  and [***].  CERES will  provide  added value  to this (eg  [***],  [***],  [***],  [***],  [***])



26         Ceres         Obtain [***]  and/or [***]   Enable review  of IGER [***]

27         Ceres         Review  [***]  phenotype  trial [***]  and choose  samples to  analyze for  [***] set

  Choose subset  of samples to  analyze with  [***] from  [***] x [***]  reps = ~ [***]

 IGER will review as well  as part of Supergen  project. SuperGen will  concentrate on combustion  and gasification.



28          IGER         Send  selected  samples to  Ceres for  [***]  analysis

  Develop [***]  sets at Ceres  and IGER to  harmonise  [***] analysis



29         CIGER         [***]  analysis of  samples for  [***] of  [***]  models

  Develop models  of biomass  [***] to  harmonise  Ceres/IGER  [***] analysis



30         CIGER         [***]  analytical  methods

  Protocol  development  and  harmonisation  so that [***]  data sent to  Ceres can be  translated to  [***] data as  collected by  Ceres.

 IGER can perform some  [***] based assays for  which [***] already exist  ([***], [***], and [***]  for calculation of [***]  and [***]) or those being  developed ([***] and  [***]) however Ceres  may wish to perform  additional analyses and  there will be a need to  standardise protocols and  equipment between sites at  Aberystwyth and  Thousand Oaks

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

31         Ceres         send [***]  results from  [***] set to  IGER

         includes [***] results of  the [***] set, the validation  data for the [***] and the  [***] of the [***] samples  in 05 phenotype trial (total  [***] x [***])

  Joint  publication?

32                        sample  whole plant  material,  analyze  using [***],  send [***] to  Ceres

  More detailed  [***]  characterisation  will reveal  important [***]



33         Ceres         Use  developed  model to  determine  [***] from  [***]. Send  results to  IGER

  Provide timely  detailed  information on  [***] of  phenotype trial  [***]

 May need additional  samples to ensure  accuracy/expand [***] set



34         CIGER         Develop  database and  analytical  tools to assist  in making  [***]

  To assist [***]  and recording  of [***] data

 We are currently  developing the tools to  integrate different types of  datasets and to query  them.

  CERES and  IGER to  share  inforamtion  on this using  both IT







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

decisions parties. 35    4                 [***]                                                                                                                                                                                                                                  36    a   IGER         Plan [***]  programme  according  phenotypic,  genotypic  and [***]  data

  Make useful  [***]  Use preliminary database  as a decision support tool.

37          IGER         Plant  maintenance  and

         We prototyped large

                         set up  including          containers in 20[***].  These

                         staggering of  plant          lead to plants with more

                         development          [***] - improving the  [***].

      CERES-IGER SCHEDULE 1   April 1, 2007







      Attachment A - RESEARCH AND DEVELOPMENT PLAN   Breeding Project Plan                                                                                                                                                                                                                                                                                     A   B         C     D   E     F    G  H   I   J   K   L  M  N  O  P  Q  R  S  T  U  V   W   X  Y  Z  AA  AB  AC  AD  AE  AF  AG  AH   AI   AJ  AK  AL  AM  AN  AO

38       IGER       Carry out the  [***] - a)

[***] additional [***] for  CERES ([***]) Sub-samples  of [***] (if available)  protected by agreement to be  sent to Ceres to inform IGER  selection.   (Material  from

                      [***]  glasshouses

CIGER  shall not  be

                                         used to  create

                                         CERES  material.)

39       IGER       b) [***]  (outside)

40       IGER       c) [***]  (inside)

41       IGER       Development  of [***]          a) [***] of [***]. With M.                                                                                                                                                                                                                                                                           [***] this is easier. With                                                                                                                                                                                                                                                                           M. [***] we have now                                                                                                                                                                                                                                                                           modified the [***] on the                                                                                                                                                                                                                                                                           glass house to follow the                                                                                                                                                                                                                                                                              [***] - [***].                                                                                                                                                                                                                                        42       IGER                      b) detached [***]                                                                                                                                                                                                                                      43       IGER                      c) optimising [***] incl.                                                                                                                                                                                                                                                                           [***] and [***]                                                                                                                                                                                                                                      44       IGER                      d) [***] with [***]

45  b  IGER       Carry out and  optimise [***]  Increase [***] of  [***] from [***]  Optimise media and [***].

46       IGER       Make [***] x  [***]  Make [***]  [***] with [***] and [***]                                                                                                                                                                                                                                                                           (JML to help?)

47       IGER       [***] from  [***].   Obtain [***] for  selection

                              phase. Determine  [***]- and

                              [***]  relationships                                       [***]                                                                    [***]                                                                             [***]

48  5  IGER

Test  alternative  [***]          A step in [***]

                      systems as  proof of                                                                                                                                                                                                                                                                           principle                                                                                                                                                                                                                                                      49       IGER      Plan [***]  Produce [***]  Make [***] in 20[***] using                                                                                                                                                                                                                                                                           database for [***] etc.                                                                                                                                                                                                                                                                           Include [***] if possible in                                                                                                                                                                                                                                                                              20[***].

50       IGER       Carry out  [***] in          The emphasis would be on

                      [***]  chambers           [***] genotypes but we  would                                                                                                                                                                                                                                                                           test several [***] of [***],                                                                                                                                                                                                                                                                           [***] and [***].

51       CIGER      Test [***],  [***] and           see [***] tab for  methodology

                      [***]  characteristics

52       CIGER      [***] and/or  [***] from   Evaluate [***] in  IGER and [***]

                      relevant [***]  to [***]

53       CIGER      Assess [***]  in field   Determine if  [***] is  Field scale phenotypic                                                                                                                                                                                                                                                                   acceptable  assessments for above [***].

54  d  IGER      Create [***]   Develop methods  for large

                              scale [***] with  [***]                                                                                                                                                                                                                                                                           advantages                                                                                                                                                                                                                                              55       IGER      Harvest [***]

56       CIGER      [***] of [***]  to [***]   Evaluate [***] in  IGER and                                                                                                                                                                                                                                                                              [***]

57       CIGER

Assess  phenotype in  field  Record important



morphometric  characters as  described in 2A i.

58       CIGER      Evaluate  [***] relative   Determine levels  of [***],

                      to [***] in  field  [***] of [***]

59  6               Selection  from [***]   To identify  superior                                                                                                                                                                                                                                                                           genotypes

60       IGER

Raise plants  from [***] in  Glasshouse   Select best on  basis of [***]

61       IGER       Sample,  extract DNA,   Use marker  analysis to aid  [***]-[***] samples x

                      send to Ceres  for marker  selection  [***]-[***] markers.                                                                                                                                                                                                                                                           analysis          Throughput of [***] needs to                                                                                                                                                                                                                                                                           be confirmed. Include [***]                                                                                                                                                                                                                                                                           trial, [***] x [***]                                                                                                                                                                                                                                                                           material and [***] of all                                                                                                                                                                                                                                                                           [***]. See marker section.

62       Ceres       SNP marker  analysis   evaluate material  for

                              markers, send  results to                                                                                                                                                                                                                                                                           IGER

63       IGER       Transplant to  field

64       IGER       Raise plants  from [***].  Select [***].   [***] MORE [***] TO BE  [***].





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

                      Also [***] to  [***].

65       CIGER      Assess  phenotype   Recaord  important

                              morphometric  characters

                              including winter  [***],

                              spring [***],  [***] to [***]

                              spring [***] and  summer

                              [***] (incl [***]), [***]/

                              [***], [***] and  intensity,

                              [***] and [***],  [***],

                              [***], [***] and  [***],

                              visual assessment  of [***]                                       [***]                                                                    [***]                                                                             [***]

      CERES-IGER SCHEDULE 1   April 1, 2007







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

      Attachment A - RESEARCH AND DEVELOPMENT PLAN   Breeding Project Plan                                                                                                                                                             A   B         C   D   E  F G  H   I   J  K   L   M  N  O  P  Q  R  S  T  U  V  W   X   Y  Z  AA  AB  AC  AD  AE  AF  AG  AH  AI   AJ   AK  AL  AM  AN  AO   66       IGER      Sample whole plant  More detailed [***]

                      material, analyze using   characterisation will  reveal                                                                                                                                                                                                                                                          [***], send [***] to  important [***]                                                                                                                                                                                                                                                          Ceres                                                                                                                                                                                                                                             67         IGER       Select, [***] and [***]  (or [***]           This depends on the success of the early morphometirc

                      best genotypes for  replicated trials.           selection. If selections                                                                                                                                                                                                                                                  Interesting plants not          after year [***] are                                                                                                                                                                                                                                                  quite making the grade          reliable reflection of the                                                                                                                                                                                                                                                  will be transferred to a          mature phenotype, then we                                                                                                                                                                                                                                                  mass selection          could start this in 20[***]                                                                                                                                                                                                                                                  reservoir to continue          - making plots.                                                                                                                                                                                                                                                  montoring for [***].                                                                                                                                                                                                                                             68       Ceres      Use developed model to Provide timely detailed                                                                                                                                                                                                                                                          determine [***] from  information on [***]                                                                                                                                                                                                                                                          [***]. Send results to  of [***].                                                                                                                                                                                                                                                          IGER                                                                                                                                                                                                                                             69    7                [***] Trials           NEED TO DETERMINE  WHAT IS

                                      DONE OUTSIDE [***]  PROGRAM                                                                                                                                                                                                                                                  Small plot yield                                                                                                                                                                                                                                                                  assessments in                                                                                                                                                                                                                                                                  replicated ([***] or                                                                                                                                                                                                                                                                  [***]) single or                                                                                                                                                                                                                                                                  multiple rows ([***]) of                                                                                                                                                                                                                                                                 [***] or [***] plants          Promising lines to be [***].                                                                                                                                                                                                                                                  per row, depending on  To test [***] on an area Connects to [***] and                                                                                                                                                                                                                             70       IGER      [***] on [***].  basis and scale up  Trialling project schedules                                                                                                                                                                                                                             71       IGER      After [***] years, the          I suspect we will need help                                                                                                                                                                                                                                                  best genotypes will be          from [***] to multiply                                                                                                                                                                                                                                                  provided to [***] and          promising plants for

                      UK for testing at [***]           agronomic trials since  [***]                                                                                                                                                                                                                                                  locations as part of          is [***] only about [***]                                                                                                                                                                                                                                                  [***] relevant          [***] after [***] growing                                                                                                                                                                                                                                                  evaluation.          seasons.                               [***]                                                                 [***]                                                                              [***]                                      72       IGER      Evaluate green cut of                                                                                                                                                                                                                                                                  Miscanthus in terms of                                                                                                                                                                                                                                                                  [***], [***] and [***]                                                                                                                                                                                                                                             73       IGER      To investigate [***]          Several suitable [***] were                                                                                                                                                                                                                                                                  not tested in 20[***]                                                                                                                                                                                                                                                                  application.                                                                                                                                                                                                                             74       IGER      To investigate methods          This is practical issue and                                                                                                                                                                                                                                                  of preventing [***] at          may be sorted by [***] or                                                                                                                                                                                                                                                  field borders (applies          more likely by [***]                                                                                                                                                                                                                                                  to M. [***])                                                                                                                                                                                                                                             75  8              Project Management                                                                                                                                                                                                                                                                                  Telemeetings would be fine                                                                                                                                                                                                                                                                 every quarter - with an                                                                                                                                                                                                                             76                   Telemeetings          annual visit.                                                                                                                                                                                                                             77                   Face to face meetings

78                    Reporting           based on these project  plans                               [***]                                                                 [***]                                                                              [***]

      CERES-IGER SCHEDULE 1   April 1, 2007







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

      Attachment A - RESEARCH AND DEVELOPMENT PLAN   Marker Project Plan                                                               IGER                                                   CERES           year 1           year 2           year 3               CIGER           FTE   Ceres [***]   IGER [***]   FTE FTE   Ceres [***]   IGER [***]   FTE   Ceres [***]   IGER [***]   1     Marker Development ( Year 1-)    Objectives   Notes   1 2 3 4   5 6 7 8   9 10 11 12   1 2 3 4   5 6 7 8   9 10 11 12   1 2 3 4   5 6 7 8   9 10 11 12  A



Identify target [***] for mapping  including [***], [***],  [***], [***], [***], [***], [***],  [***]











































 B



Compare and share candidate gene  sequences. Use [***] and  proprietary gene databases to  predict Miscanthus variants of  genes of interest.











































 C



Agree on joint list and determine  long-term strategy including  complementation of BBSRC funded  work











































 D



Grow plants of [***] and mapping  [***]. Take samples from [***].  DNA extractions to be made at  IGER using Autogen and sent to  Ceres











































        a) [***] Planted April [***]; grow  out in field           [***]

          [***]

          [***]



        [***] planted April [***]; sample,  extract, send DNA to Ceres





b) ~[***] in November [***], timing  dependent on [***]; grow plants in  field















































~[***] in November [***], timing  dependent on [***]; sample,  extract, send DNA to Ceres











































        c) [***] mapping [***] individuals,  for [***]; grow plants in field





[***] mapping [***] individuals;  sample, extract, send DNA to  Ceres













































  d) [***] ([***]), for [***], [***],

[***] and [***]; grow plants in field











































        [***] ([***]; [***] + [***] plants);

sample, extract, send DNA to Ceres

        e) [***] ([***]), for [***], [***];

grow plants in field

        [***] ([***]; [***]); sample,  extract, send DNA to Ceres

 E



DNA to be used at IGER for AFLP  analysis (a and b above)



determine  [***]  diversity  and [***]  structure







































      CERES-IGER SCHEDULE 1   April 1, 2007







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

      Attachment A - RESEARCH AND DEVELOPMENT PLAN   Marker Project Plan                                                               IGER                                                   CERES           year 1           year 2           year 3             CIGER           FTE   Ceres [***]   IGER [***]   FTE FTE   Ceres [***]   IGER [***]   FTE   Ceres [***]   IGER [***]   F



Define primers [[***] to be tested]  for [***] carefully selected and  agreed genes such that PCR [***]  can be sequenced and results  unequivocally interpreted.

Develop  markers  for  consensus  genes







































 G



Evaluate polymorphisms in selected  [***]. Assay ~[***] DNA samples  from [***] in a) c) d) and e)  supplied by IGER to search for  SNP polymorphisms in [***] genes  using primers, PCR and  Sequencing. Define additional [***]  (?)primers for genes that show  insufficient polymorphisms in key  materials















































Evaluate polymorphisms in selected  [***]. Assay ~[***] DNA samples  from [***] in [***] supplied by  IGER to search for SNP  polymorphisms in [***] genes using  primers, PCR and Sequencing.











































 H     Compare and share strategies for  association mapping

  I



Conduct association mapping with  field phenotype data for a) Conduct  association mapping with [***] and  field phenotype data for b)









[***]







[***]











[***]













  J



DNA to be used at IGER for SSR  analysis using primers from [***],  [***] and [***] (BBSRC [***]  grant) ([***] and [***] from [***]  and [***])

integration  of [***]  maps









































 K



Construct private and public [***]  maps and associate marker  polymorphisms with [***] in [***]  and mapping [***]. [***]











































  L



Review results, write-up in  confidential reports and non- confidential papers and devise  strategies for implentation











































  2     Marker validation and  implementation (Year 2-)

 A



Phenotype mapping [***] for the  target [***] selected in 1A (start in  year [***] to enable early  morphometric analyses) and grown  in 1D











































 B



Map [***] and relate to markers  particularly those derived from  candidate genes











































      CERES-IGER SCHEDULE 1   April 1, 2007







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

      Attachment A - RESEARCH AND DEVELOPMENT PLAN   Marker Project Plan                                                               IGER                                                   CERES           year 1           year 2           year 3             CIGER           FTE   Ceres [***]   IGER [***]   FTE FTE   Ceres [***]   IGER [***]   FTE   Ceres [***]   IGER [***]   3     Develop new mapping [***] of > [***] plants

 A     Agree on [***] for new mapping  [***]

 B     Assess results of [***] for target  [***]

 C     Grow and phenotype new mapping  [***] for agreed [***]

 D     make maps from new [***] from  mapping [***] d) and e)

  4     Use markers 'routinely' in the  [***] programme

 A



Assess relatedness of plants as  useful [***] in [***] program based  on correlations with [***],  conclusions from Items 1-3 and  [***] data and [***] in field











































 B     IGER to extract DNA from [***]  of [***] for marker analysis           [***]

          [***]

          [***]



 C



Assay all [***] from all [***] for a  subset of markers ( [***]) based on  results from Items1-3, [***]  required and [***] of plants in field.  Aim is to discover if we can [***]  many of the [***] early on from  marker work.











































 D



Compare performance of using  markers on [***] of [***] from the  [***] programme with [***] where  no markers are used











































  5



Functional analysis of target genes  which map to [***] (from  association or QTL mapping)











































 A     Q -PCR using a range of [***]  from selected genotypes

 B     [***] of Miscanthus with selected  target genes which map to [***]

  6



Development of BAC libraries  (BBSRC)



Identification  of [***] gene  sequences  and  generation of  a physical  map







































      CERES-IGER SCHEDULE 1   April 1, 2007







      Attachment A - RESEARCH AND DEVELOPMENT PLAN   Propagation Project Plan                                                     IGER  Consultant       year 1           year 2           year 3         Ceres  CIGER       FTE   Ceres [***]   IGER [***]   FTE   Ceres [***]   IGER [***]   FTE Ceres [***]  Task  Objective  Comment    1 2 3 4   5 6 7 8  9 10 11 12  1 2 3 4  5 6 7 8  9 10 11 12  1 2 3 4  5 1  [***]                                A   Assess [***] for  [***]           [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]



Quantify [***]  number and size  by [***]  individual [***]  from



Assessing [***]  and [***] in  [***]



Investigate  [***]  conditions  to dicipher  G x E  impacts on  [***]   [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]



a) in the  20[***] [***]  Trial  at IGER

Existing range of  [***] in [***],  [***]

Mature 20 [***]

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



b) 20[***]  [***] as [***]

new range of  [***] in [***],  [***]



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



c) from  20[***] [***]  in  field / glasshouse  at IGER

new range





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



d) on [***]  ([***] and [***]  from [***] to  [***])

[***]





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



[***] to [***]  number of [***]  plants



Increase the  identified  promising  genotypes  for [***]



  [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]            [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] B



A series of field  relevant  experiments to  guide Best  Management  Practices

Demonstrate  potential of [***] and create  protocols. Find  [***] associated  with [***]



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

  [***] from all  [***]           [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]



Typically [***]  from each [***]  which are [***]  in trays for  raising [***] for  field selection  will be  monitored. We  intend to datalog  [***] (order for  equipment in  progress)

To screen all  [***] for [***]  and rate of [***]  under monitored  [***]



Year 1  data will  be less  detailed  than in  later  years.

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



Greenhouse /CE experiments to  investigate [***] best practice

to determine  [***] in [***]  under controlled  [***] and  optimise [***]

depends on  a PhD  student

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



Test [***] on  [***] of selected genotypes



Characteristaion  of [***]  conditions to  stimulate [***] in different  genotypes. This  provides  information  about [***]  where [***]  could be  considereds  (based on [***]).



One can  test [***]  over [***]  days of  [***]  genotypes  (each in  one lane)  at [***]  different  [***]  ([***] has  [***]  wells).  [***] per  [***]  therefore  we can  only do this with  genotypes  that  produce > [***].   [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]



Field bed  preparation  ([***])  at [***] (use  [***]  as a control)

scale up to real  conditions  including effect  of [***] & [***]





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



Record [***] &  [***]



relate  laboratory tests  to field  conditions



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



Monitoring  [***] + winter  [***]

ensure proper  quantification of  conditions



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

      CERES-IGER SCHEDULE 1   April 1, 2007





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







      Attachment A - RESEARCH AND DEVELOPMENT PLAN   Propagation Project Plan                                                     IGER  Consultant       year 1           year 2           year 3         Ceres  CIGER       FTE   Ceres [***]   IGER [***]   FTE   Ceres [***]   IGER [***]   FTE Ceres [***]



Development  of [***]  techniques



Precision  [***]  considerations. Optimising  [***] and  [***] at field  scale.



  [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]            [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 2  [***]         [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]



Establish [***]  capacity of  certain  genotypes and  protocols

Identify [***]  amenable lines.





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



Send lines to  external  contractor for  [***].

[***]  promising  [***] lines



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



Send [***] to  Ceres



Provide [***]  successfully  produced in  [***]  program for  additional

dependent  on [***]  success

  [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 3



[***]



Demonstrate  potential of  [***] and  create  protocols.  Explore timing  of basic  research to  inform applied  work.



  [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] A Applied [***]         [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]



visit global  [***] experts



benefit from  expertise and  tie into the  project  ([***])

done  during  [***] trip  to [***]    [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]



[***] global  experts visit  IGER

benefit from  expertise  ([***])



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



Expert  Consultancy  ([***])



provide  guidance  for [***]  projects,  possibly advise  student



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



gather  information to  develop field  and glasshouse  protocols







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



assess [***] in  Miscanthus  [***]  characteristics  of [***] and  [***]



optimise [***],  inform [***]



20[***]  assessment will be  include  [***]. 20 [***]+  [***] will  be [***]   [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]



treatments to  [***], e.g.  [***]

optimise [***]





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



Glasshouse  tests of [***]  growth  conditions

to predict  conditions in  which  [***] can be  used



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



Field tests of  [***]



survivorship of [***] plants  and G by E  interactions



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



Iterative field  testing of [***]  techniques

Evaluate field  suitability of  [***]  techniques



  [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] B   Basic [***]  Research           [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]



Assess [***]  leading to  [***] growth



develop  articicial [***]  of [***]  growth and  [***]



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



Assess [***]  cues leading to  [***] growth.



develop  articicial [***]  of [***]  growth and  [***]



  [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 4  [***]/[***]         [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] A   [***] Lines,  [***] lines           [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]



Desk study of  state of art in  industry







  [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Discuss with  PM what could







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



be done quickly  to demonstrate feasibility       [***] [***] [***] [***]  [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

      CERES-IGER SCHEDULE 1   April 1, 2007







Attachment B - Budget

* See page 2

Page 1

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

                  2007/8   2008/9   2009/10 No of Months   12.00   12.00   12.00 SALARY   [***]   [***]   [***] NI [***]%   [***]   [***]   [***] super [***]%   [***]   [***]   [***] PAY COSTS   [***]   [***]   [***]   OTHER RECURRENT             CONSUMABLES   [***]   [***]   [***] CONSUMABLES MOLECULAR BIO   [***]   [***]   [***] CASUAL & OVERTIME   [***]   [***]   [***] TRAVEL & SUBSISTENCE   [***]   [***]   [***] STUDENTSHIP (PhD)   [***]   [***]   [***] SUB- TOTAL   [***]   [***]   [***]   OTHER COSTS             ESTATES COST   [***]   [***]   [***] RECRUITMENT   [***]   [***]   [***] ANALYTICAL CHEMISTRY   [***]   [***]   [***] CONTROLLED ENVIRONMENT   [***]   [***]   [***] BIOINFORMATICS   [***]   [***]   [***] ULTRASTRUCTURE & IMMUNOLOGY   [***]   [***]   [***] MASS SPECTOMETRY   [***]   [***]   [***] SEQUENCING   [***]   [***]   [***] EXTENSION TECHNOLOGIES   [***]   [***]   [***] TRANSFORMATION TECHNOLOGIES   [***]   [***]   [***] SEED STORE   [***]   [***]   [***] ROAD VEHICLES   [***]   [***]   [***] AGRI VEHICLES   [***]   [***]   [***] FARM   [***]   [***]   [***] GLASSHOUSE   [***]   [***]   [***] SUB CONT   [***]   [***]   [***] TOTAL OTHER COSTS   [***]   [***]   [***]   OVERHEAD COSTS*             ESTABLISHMENT SERVICES   [***]   [***]   [***] ADMIN SERVICES   [***]   [***]   [***] INSTITUTE & SITE MANAGEMENT   [***]   [***]   [***] FEC NOTIONAL INSURANCE   [***]   [***]   [***] CAPITAL CHARGE   [***]   [***]   [***] DEPARTMENT   [***]   [***]   [***] TOTAL OVERHEAD COSTS   [***]   [***]   [***] TOTAL   [***]   [***]   [***] CERES payment for reasonable perf   [***]   [***]   [***] CERES payment for full completion   [***]   [***]   [***] TOTAL paid by CERES   [***]   [***]   [***] SURPLUS OVER TOC   [***]   [***]   [***]



      CERES-IGER SCHEDULE 1   April 1, 2007







Attachment B — Budget

This Budget is agreed upon for contract years 1 through 3. A contract year (Year) is April 1 — March 31, starting April 1, 2007. CERES agrees to  provide funding for IGER's RESEARCH PROJECT activities covered by this SCHEDULE in accordance with Article 1.8 of the CA as set forth in the  Budget in page 1 of this Attachment B, taking into account what is provided hereinafter. Pay Costs, Other Recurrent and Other Costs are as in the  Budget. Overhead Costs will be payable as follows:

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  -    Each contract year CERES will pay [***]% of the overheads asked, (e.g. of the [***] pounds in Year 1), for the expected reasonable  performance in the various aspects of the program Year by Year and especially for all the items listed in the attached document. This  [***]% amounts to [***] pounds in contract Year 1.

  -    Furthermore, CERES will pay for Year 1 an additional [***]% of the asked overhead ( i.e.[***]% in total of the asked overhead) for full  completion of the Year 1 items A and B listed hereinafter. This additional [***]% equals [***] pounds.

  -    For Year 2 CERES will pay an additional [***]% of the overhead costs asked for full and successful completion of Year 2 items A and C  hereinafter.

  -    For Year 3 CERES will pay an additional [***]% of the overhead costs asked for full and successful completion of Year 3 items A, B, C  and D listed hereinafter.

  -    The MANAGEMENT COMMITTEE will bring forth recommendations to the Parties at the beginning of each Year for the items that IGER  should satisfy to obtain extra overheads, outlined in the framework above.

  -    Assessment on achievements of the nominated items will be made at the end of each Year by the MANAGEMENT COMMITTEE and  recommendations made to the Parties. Upon agreement, CERES will respond to an invoice from IGER as agreed. Should some items in a  section not be achieved then the amount paid will be reduced on a pro-rata basis on the number of items in the section.       CERES-IGER SCHEDULE 1   April 1, 2007







Attachment B — Budget

Suggested milestones, for discussion, for full overhead payments

The Parties agree to finalize this document within thirty (30) days from the commencement date of this SCHEDULE.

Year 1 (April 1 to March 31):

A. [***] research to create an economically viable business

1. [***] and [***] variation affecting [***] amongst available (numbers?) [***] and their behaviour through the season/[***] reported; any clear  winners [***]

2. [***] and [***] variation affecting [***] (numbers?) [***] and early [***] across different [***] and [***] reported; any clear leaders [***] and  sent to Ceres

3. XXX [***] of Miscanthus [***] ([***]?) (good [***]) with Miscanthus [***] made and followed by [***] where necessary. [***] of [***] sent  to Ceres by early 20[***].

4. First [***] of [***] x [***] made based on results from 20[***] field [***] and [***]

B. [***] to Ceres to help [***] in [***] as early as possible

1. [***] of latest [***] of [***] from [***] via [***] (how many?) sent into [***] in 20[***] when requested by Ceres

2. Selected set of promising [***] including [***] lines and [***] trialled to date sent to Ceres in [***] in 20[***] for trial in [***]

3. Samples of [***] of Year 1 [***] sent to Ceres, including a sample of [***] (Numbers of [***]?)

4. Approximately [***] from [***] (how many?) occurring in the field in 20[***] believed to be [***]x x [***]x sent to Ceres

C. Advancing the [***] assisted [***] program as early as possible

1. DNA from about [***] plant [***] phenotyped in the field since 20[***] and first [***] delivered to Ceres in 20[***].

2. DNA from about new [***] plant [***] in [***] in 20[***], other [***] and other selected [***] delivered to Ceres in 20[***]

D. Advancing the [***] program

1. xxx new [***] of [***] x [***] made based on phenotypes and presumed [***]

2. xxx [***] of M [***] x other made

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      CERES-IGER SCHEDULE 1   April 1, 2007







Attachment B — Budget

3. [***] phenotype/[***] assessments of material in [***] since 20[***] reported and correlations made with assessments in years 1 and 2 and  with [***]

E. Advancing [***] research

1. Samples (how many?) and [***] (how many?) sent to Ceres

F. Enhancing [***]

1. Additional [***] made and materials brought into [***] in IGER to fill in specific [***] needed for likely commercialization locations

Year 2 (April 1 to March 31):

A. [***] research to create an economically viable business

1. [***]/[***] variation affecting [***] amongst large range of [***] (numbers?) and their behaviour through the season/[***] reported; any clear  winners [***]

2. [***]/[***] variation affecting [***] (numbers?) [***] and early growth across different [***] and [***] reported; any clear leaders [***] and  sent to Ceres

3. XXX [***] of Miscanthus [***] ([***]) (good [***]) with Miscanthus [***] made and followed by [***] where necessary. [***] of [***] sent  to Ceres by early 20[***].

4. Next [***] of [***] x [***] made based on results from 20[***] field [***] and [***]

5. Synthesis of best practice for [***] of miscanthus based on [***] and [***], [***] and other methods to meet market costs and  commercialization in different geographies

B. [***] to Ceres to help [***] in [***] as early as possible

1. Approximately [***] from [***] occurring in the field in 20[***] believed to be [***]x x [***]x sent to Ceres

2. Samples of [***] of Year 2 [***] (numbers?) sent to Ceres, including a sample of [***]

3. Promising selected genotypes from [***]/[***]/[***] program [***] in [***] and sent to Ceres

C. Advancing the [***] assisted [***] program as early as possible

1. DNA from relevant [***] from [***] program, [***] etc delivered to Ceres in 20[***]

2. Preliminary phenotyping of [***] in field and preliminary [***] made with Ceres

3. [***] and [***] aligned with [***] and [***] and [***]

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      CERES-IGER SCHEDULE 1   April 1, 2007







Attachment B — Budget

D. Advancing the [***] program

1. xxx new [***] of [***] x [***] made based on phenotypes, presumed [***], [***] and other characters

2. xxx new [***] of M [***] x other made

3. [***] phenotype/[***] assessments of material in [***] since 20[***] reported and correlations made with assessments in previous years and  with [***]

4. Selection and [***] of genotypes for further trialing for potential commercialization based on geography, [***] and [***]

5. Report on methods to [***] large scale [***] with commercial advantages

Year 3 (April 1 to March 31):

A. [***] research to create an economically viable business

1. [***]/[***] variation affecting [***] amongst available [***] (how many?) and their behaviour through the season/[***] reported; any clear  winners [***]

2. [***]/[***] variation affecting [***] ( how many?) [***] and early [***] across different [***] and [***] reported; any clear leaders [***] and  sent to Ceres.

3. Synthesis of best practice for [***] of miscanthus based on [***] and [***], [***] and other methods to meet market costs and  commercialization in different geographies.

4. XXX [***] of Miscanthus [***] ([***]) (good [***]) with Miscanthus [***] made and followed by [***] where necessary. [***] of [***] sent  to Ceres by early 20[***].

5. Next [***] of [***] x [***] made based on results from 20[***] field [***] and [***]

B. [***] to Ceres to help [***] in [***] as early as possible

1. Approximately [***] from [***] occurring in the field in 20[***] believed to be [***]x x [***]x sent to Ceres

2. Samples of [***] of Year 3 [***] (how many?) sent to Ceres, including a sample of [***]

3. Promising selected genotypes from [***]/[***] program [***] in [***] and sent to Ceres

C. Advancing the [***] assisted [***] program as early as possible

1. DNA from relevant [***] from [***] program, [***] etc delivered to Ceres in 20[***]

2. Advanced phenotyping of [***] in field and [***] made with Ceres

D. Advancing the [***] program

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      CERES-IGER SCHEDULE 1   April 1, 2007







Attachment B — Budget

1. xxx new [***] of [***] x [***] made based on phenotypes and presumed [***], [***] and [***] and [***] samples transferred to Ceres

2. xxx new [***] of M [***] x other made and [***] samples transferred to Ceres

4. Initial evaluation of [***] in field; report on [***], and commercial feasibility of [***]

5. Selection and [***] of promising genotypes from all [***] to date for further trialing for potential commercialization based on geography, [***]  and [***] and selections transferred to Ceres

6. Establishment of multisite trial of promising genotypes

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      CERES-IGER SCHEDULE 1   April 1, 2007









Attachment C     CERES-IGER SCHEDULE 1   April 1, 2007



Quarterly Report Format

Prepared by  Date

1

      Confidential Project # and name









Concept and Goals

2

•   Concept

•   Goals

      Confidential Project # and name









FTEs and Budget Projected vs. Actual

Dollars



FTEs



3

•   People and activities

      Confidential Project # and name









Action Items and Deliverables for the Period

4

                      Expected     Actual   Action Item or Deliverable   Finish     Finish                           Confidential Project # and name









Key Milestones or Deliverables for the Period

5

•   Progress on Key Milestones and Deliverables

•   Are we on, ahead or behind schedule       Confidential Project # and name









Technical Highlights

6

•   1 or 2 slides covering technical highlights       Confidential Project # and name









Results

7

•   Several slides summarizing results (if applicable)       Confidential Project # and name









What's Ahead: Key Milestones and Deliverables Next 4 Quarters

8

•   Quarter 1

•   Quarter 2

•   Quarter 3

•   Quarter 4       Confidential Project # and name









Research Plan

9

•   Goal

  —   Impact

  —   Tasks

  —   Milestones

  —   Deliverables

•   Duplicate this slide as needed to cover each goal for the next period       Confidential Project # and name









Timeline Summary



10

T i m e  t o  a c h i e v e  M i l e s t o n e  1  2  3  4  5  6  7  8  9  1 0  1 1  1 2 M i l e s t o n e  1 M i l e s t o n e  2 M i l e s t o n e  3 E t c

•   Assumptions and risk factors

•   Use additional slide if necessary

•   Use red if behind schedule until completed or otherwise resolved

•   Should be indicated in red as soon as the delay is identified

•   See issue resolution if behind schedule       Confidential Project # and name









IP

11

•   Filings during the period

•   Applications in progress

      Confidential Project # and name









SOPs

12

•   List SOPS for all Key processes       Confidential Project # and name









Issue Resolution and Decision Making Slides

These can be used to address new issues or  implement corrective action or assist in decision  making such as variety release, etc.

13

      Confidential Project # and name









Issue Resolution and Decision Making





14

•   Issue (e.g. milestone 3 behind schedule)

      Confidential Project # and name



   Actual

•  What is happening

   Expected

•  What should be happening







Issue Resolution and Decision Making

15

•   Issue (e.g. milestone 3 behind schedule)

•   Possible alternative slide to address new issues

      Confidential Project # and name



Needs   Wants







Decision

16

•   Summary of decision to be made       Confidential Project # and name









Options

17

•   Summary of options       Confidential Project # and name









Recommendations

18

•   What do we need to do to get back on track or address new issue       Confidential Project # and name









Resources Required

19

      Confidential Project # and name









Plan and Schedule

20

                  Action Items   Who     When                           Confidential Project # and name









Attachment D

IGER BACKGROUND INTELLECTUAL PROPERTY

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

          Miscanthus accessions from the following sources:   Number IGER collection from [***] ([***]), [***] and [***] in 20[***]    approx. [***]               Kew/ADAS (BRL agreement)    -see attached list               [***]    -see attached list               [***]    -see attached list               Other European sources    -see attached list               CERES-IGER SCHEDULE 1        April 1, 2007







List of Donated Accessions                                             AccID   Accession   Species   SuppliedBy   PreviousID   Restrictions   [***]   Type   [***]   Comments 1   Mb 1    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

2   Mb 2    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

3   Mb 3    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

4   Mb 4    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

5   Mb 5    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

6   Mb 6    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

7   Mb 7    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

8   Mb 8    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

9   Mb 9    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

10   Mb 10    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

11   Mb 11    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

12   Mb 12    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

13   Mb 13    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

14   Mb 14    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

15   Mb 15    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

16   Mb 16    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

17   Mb 17    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

18   Mb 18    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

19   Mb 19    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

20   Mb 20    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

21   Mb 21    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

22   Mb 22    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]    No longer retained.

23   Mb 23    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

24   Mb 24    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

25   Mb 25    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

26   Mb 26    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

27   Mb 27    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

28   Mb 28    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

29   Mb 29    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

30   Mb 30    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

31   Mb 31    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

32   Mb 32    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

33   Mb 33    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

34   Mb 34    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

35   Mb 35    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

36   Mb 36    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

37 Mb 37 Miscanthus [***] [***] under MTA [***] [***] [***]





    [***]               38   Mb 38    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

39   Mb 39    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

40   Mb 40    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

41   Mb 41    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

42   Mb 42    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

43   Mb 43    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]    No longer retained.

44   Mb 44    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

45   Mb 45    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]    No longer retained.

46   Mb 46    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

47   Mb 47    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

48   Mb 48    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

49   Mb 49    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

50   Mb 50    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

51   Mb 51    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

52   Mb 52    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

53   Mb 53    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

54   Mb 54    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

55   Mb 55    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

56   Mb 56    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

57   Mb 57    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

58   Mb 58    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

59   Mb 59    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

60   Mb 60    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

61   Mb 61    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

62   Mb 62    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]      No longer retained.

63   Mb 63    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

64   Mb 64    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

65   Mb 65    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

66   Mb 66    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

67   Mb 67    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

68   Mb 68    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

69   Mb 69    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

70   Mb 70    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

71   Mb 71    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

72   Mb 72    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

73   Mb 73    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

74   Mb 74    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

75   Mb 75    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

76 Mb 76 Miscanthus [***] [***] under MTA [***] [***]





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

    [***]               77   Mb 77    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

78   Mb 78    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

79   Mb 79    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

80   Mb 80    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

81   Mb 81    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

82   Mb 82    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

83   Mb 83    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

84   Mb 84    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

85   Mb 85    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

86   Mb 86    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

87   Mb 87    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

88   Mb 88    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

89   Mb 89    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

90   Mb 90    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

91   Mb 91    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

92   Mb 92    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

93   Mb 93    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

94   Mb 94    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

95   Mb 95    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

96   Mb 96    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

97   Mb 97    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]







List of Donated Accessions                                            98   Mb 98    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

99   Mb 99    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

100   Mb 100    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

101   Mb 101    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

102   Mb 102    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

103   Mb 103    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

104   Mb 104    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

105   Mb 105    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

106   Mb 106    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

107   Mb 107    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

108   Mb 108    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

109   Mb 109    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

110   Mb 110    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

111   Mb 111    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

112   Mb 112    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

113   Mb 113    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

114   Mb 114    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

115   Mb 115    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

116   Mb 116    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

117   Mb 117    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

118   Mb 118    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

119   Mb 119    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

120   Mb 120    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

121   Mb 121    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]      No longer retained.

122   Mb 122    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]      No longer retained.

123   Mb 123    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

124   Mb 124    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

125   Mb 125    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

126   Mb 126    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

127   Mb 127    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

128   Mb 128    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

129   Mb 129    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

130   Mb 130    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

131   Mb 131    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

132   Mb 132    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

133   Mb 133    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

134   Mb 134    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]





135   Mb 135    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

136   Mb 136    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

137   Mb 137    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

138   Mb 138    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

139   Mb 139    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

140   Mb 140    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

141   Mb 141    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

142   Mb 142    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

143   Mb 143    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

144   Mb 144    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

145   Mb 145    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

146   Mb 146    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

147   Mb 147    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

148   Mb 148    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

149   Mb 149    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

150   Mb 150    Miscanthus  [***]   [***]    [***]    none    [***]    [***]      No longer retained.

151   Mb 151    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

152   Mb 152    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

153   Mb 153    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

154   Mb 154    Miscanthus  [***]   [***]    [***]    none    [***]    [***]      No longer retained.

155   Mb 155    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

156   Mb 156    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

157   Mb 157    Miscanthus  [***]   [***]    [***]    none    [***]    [***]      No longer retained.

158   Mb 158    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

159   Mb 159    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

160   Mb 160    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

161   Mb 161    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

162   Mb 162    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

163   Mb 163    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

164   Mb 164    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

165   Mb 165    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

166   Mb 166    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

167   Mb 167    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

168   Mb 168    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

169   Mb 169    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

170   Mb 170    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

171   Mb 171    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

172   Mb 172    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

173   Mb 173    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]





Page 2

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

174   Mb 174    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

175   Mb 175    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

176   Mb 176    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

177   Mb 177    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

178   Mb 178    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

179   Mb 179    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

180   Mb 180    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

181   Mb 181    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

182   Mb 182    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

183   Mb 183    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

184   Mb 184    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

185   Mb 185    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

186   Mb 186    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

187   Mb 187    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

188   Mb 188    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

189   Mb 189    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

190   Mb 190    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

191   Mb 191    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

192   Mb 192    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

193   Mb 193    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

194   Mb 194    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

195   Mb 195    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]







List of Donated Accessions                                            196   Mb 196    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

197   Mb 197    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

198   Mb 198    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

199   Mb 199    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

200   Mb 200    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

201   Mb 201    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

202   Mb 202    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

203   Mb 203    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

204   Mb 204    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

205   Mb 205    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

206   Mb 206    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

207   Mb 207    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

208   Mb 208    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

209   Mb 209    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

210   Mb 210    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

211   Mb 211    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

212   Mb 212    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

213   Mb 213    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

214   Mb 214    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

215   Mb 215    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

216   Mb 216    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

217   Mb 217    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

218   Mb 218    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

219   Mb 219    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

220   Mb 220    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

221   Mb 221    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

222   Mb 222    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

223   Mb 223    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

224   Mb 224    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

225   Mb 225    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

226   Mb 226    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

227   Mb 227    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]    No longer retained.

228   Mb 228    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

229   Mb 229    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

230   Mb 230    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

231   Mb 231    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

232   Mb 232    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]





233   Mb 233    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

234   Mb 234    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]    No longer retained.

235   Mb 235    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

236   Mb 236    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

237   Mb 237    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

238   Mb 238    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

239   Mb 239    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

240   Mb 240    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

241   Mb 241    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

242   Mb 242    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

243   Mb 243    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

244   Mb 244    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

245   Mb 245    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

246   Mb 246    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

247   Mb 247    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

248   Mb 248    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

249   Mb 249    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

250   Mb 250    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

251   Mb 251    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

252   Mb 252    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

253   Mb 253    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

254   Mb 254    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

255   Mb 255    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

256   Mb 256    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

257   Mb 257    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

258   Mb 258    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

259   Mb 259    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

260   Mb 260    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

261   Mb 261    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

262   Mb 262    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

263   Mb 263    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

264   Mb 264    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

265   Mb 265    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

266   Mb 266    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

267   Mb 267    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

268   Mb 268    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

269   Mb 269    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

270   Mb 270    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

271   Mb 271    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]





Page 3

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

272   Mb 272    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

273   Mb 273    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

274   Mb 274    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

275   Mb 275    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

276   Mb 276    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

277   Mb 277    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

278   Mb 278    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

279   Mb 279    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

280   Mb 280    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

281   Mb 281    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

282   Mb 282    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

283   Mb 283    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

284   Mb 284    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

285   Mb 285    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

286   Mb 286    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

287   Mb 287    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

288   Mb 288    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

289   Mb 289    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

290   Mb 290    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

291   Mb 291    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

292   Mb 292    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

293   Mb 293    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]







List of Donated Accessions                                            294   Mb 294    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

295   Mb 295    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

296   Mb 296    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

297   Mb 297    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

298   Mb 298    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

299   Mb 299    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

300   Mb 300    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

301   Mb 301    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

302   Mb 302    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

303   Mb 303    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

304   Mb 304    Miscanthus  [***]   [***]    [***]    none    [***]    [***]      No longer retained.

305   Mb 305    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      Mix of accessions

306   Mb 306    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      Mix of accessions

307   Mb 307    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

308   Mb 308    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

309   Mb 309    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

310   Mb 310    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

311   Mb 311    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

312   Mb 312    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

313   Mb 313    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

314   Mb 314    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

315   Mb 315    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

316   Mb 316    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

317   Mb 317    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

318   Mb 318    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

319   Mb 319    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

320   Mb 320    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

321   Mb 321    Miscanthus  [***]   [***]    [***]    none    [***]    [***]      No longer retained.

322   Mb 322    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]      No longer retained.

323   Mb 323    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

324   Mb 324    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

325   Mb 325    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]    [***]

326   Mb 326    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]    [***]

327   Mb 327    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]    [***]

328   Mb 328    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]    [***]

329   Mb 329    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]    [***]

330   Mb 330    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]    [***]    No longer retained.





Page 4

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

331   Mb 331    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

332   Mb 332    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

333   Mb 333    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

334   Mb 334    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

335   Mb 335    Miscanthus  [***]   [***]    [***]    none    [***]    [***]







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: [***].

AMENDMENT I

to SCHEDULE 1 between CERES, INC. and INSTITUTE OF GRASSLAND AND ENVIRONMENTAL RESEARCH dated April 1, 2007 (the  Schedule).

Made in two (2) copies.

Page 1 of 3

  1.   The Parties agree to replace the suggested Year 1 (April 1 to March 31) milestones in Attachment B of the Schedule in their entirety by the  Ceres-IGER Milestones — Year 1, as attached hereto. For clarity, no change is made to pages 1 and 2 of such Attachment B. Any changes  to the suggested Year 2 and Year 3 milestones will be addressed in separate amendments to the Schedule.

  2.   The Parties agree that this Amendment I is effective as of January 1, 2008.

  3.   For the remainder, the Schedule remains unchanged and this Amendment I shall form an integral part thereof.

                  INSTITUTE OF GRASSLAND AND  ENVIRONMENTAL RESEARCH   CERES, INC.

                  By:   /s/ M Humphreys  By:   /s/ Peter Mascia

Name: Professor Mervyn Humphreys

Name: Peter Mascia      Title: Director      Title: Vice President of Product Development                            By:   /s/ Richard Flavell

Name: Richard Flavell, CBE, FRS              Title: Chief Scientific Officer







Ceres-IGER Milestones — Year 1

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

              Contract Year             (April 1 - March 31)   Schedule   Milestone   See key Year 1     Agronomy    Characterise [***] in the potential for [***] amongst [***]  from the [***]   A

            Year 1   Agronomy  Survey of [***] capacity of [***] genotypes taken from the [***] trial during July 20[***].   A             Year 1   Agronomy  Understand [***] affecting [***] across different [***] of [***] different [***].   A             Year 1     [***]    [***] of [***] controlled [***] of Miscanthus [***] ([***]) with Miscanthus [***]. [***] of  [***] or [***] to [***] by early 20[***].   A

            Year 1     Agronomy    [***] of [***] (additional to [***] required by DEFRA) [***] of [***] x [***] made based on  staggered [***].   D

            Year 1   [***]  [***] of [***] x [***] will be made based on results from 20[***] field [***] and [***].   A             Year 1



[***]



[***] based on outstanding phenotype and [***] geography at [***] from [***] put into [***].  In [***] or [***] or [***] (multiples per [***]) available to put into [***] in 20[***] when  requested by Ceres

B

            Year 1     [***]    [***] promising [***] including [***] lines and [***] trialed to date [***] to [***] in [***] or  [***] or [***] for trial in [***] when requested.   B

            Year 1     [***]    Samples of [***] from Year 1 [***] and [***] sent to Ceres. At a minimum [***] + [***] = [***];  more if possible from [***] of [***] x [***] and [***] x [***] and [***] of [***] x [***] ([***]).   B

            Year 1     [***]    [***] to Ceres from M. [***] ([***]) x M. [***] ([***]) in the field in 20[***]; believed to be  [***] .   B

            Year 1     Markers    [***]/DNA from [***] plant [***] phenotyped in the field since 20[***] and first [***]  delivered to Ceres in 20[***].   C

            Year 1



Markers



[***]/DNA from plant [***] in [***] in 20[***] where material is available, plus other [***]  individuals (numbers defined in Marker schedule) and other selected genotypes where material  is available delivered to Ceres in 20[***]

C

            Year 1     [***]    Year 2 and [***] phenotype/[***] assessments of material in [***] trials reported for Ceres to  make correlations between assessments and markers   D

            Year 1   Markers  [***] sent to Ceres, samples as requested by Ceres for [***].   E             Year 1     [***]    [***] made in 20[***] and materials brought into [***] in IGER to fill in specific [***] needed  for likely [***].   F







KEY

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A  [***] research to create an economically viable business

B   [***] to Ceres to help [***] in [***] as early as possible

C   Advancing the marker assisted [***] program as early as possible

D   Advancing the [***] program

E   Advancing [***] research

F   Enhancing [***]







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: [***].

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:

Page 1 of 2

  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:







Made in two (2) copies.

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

      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 [***] 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.

                ABERYSTWYTH UNIVERSITY   CERES, INC.   By: /s/ S.G.A. Durbin   By: /s/ Richard Flavell   Name: S.G.A. Durbin     Name: Richard Flavell, CBE, FRS   Title: Director, Risk & Research Finance     Title: Chief Scientific Officer           By: /s/ Richard Hamilton           Name: Richard Hamilton           Title: President and Chief             Executive Officer







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: [***].

CONFIDENTIAL

AMENDMENT III

to the SCHEDULE 1 between the Institute of Biological, Environmental and Rural Sciences (IBERS) of Aberystwyth University and Ceres, Inc.  (CERES) and dated April 1, 2007, as amended (Schedule 1).

WHEREAS, IBERS and CERES entered into Schedule 1 on April 1, 2007;

WHEREAS, the initial term of Schedule 1 was for three (3) years;

WHEREAS, the Parties wish to extend the term of Schedule 1 to cover additional research and development activities;

WHEREAS, IBERS and CERES further wish to amend Schedule 1, 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:

Richard Flavell (CERES)  Jeff Gwyn (CERES)  Charlie Rodgers (CERES)  Timothy Swaller (CERES)

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  1.   The Parties agree to substitute the RESEARCH AND DEVELOPMENT PLAN referred to in Article 3 of Schedule 1 and attached as  Attachment A to Schedule 1 by a new Attachment A/2010 revision, as attached to this Amendment III.

  2.   The Parties agree to amend Article 5 PHD LEVEL SCIENTIFIC STAFF for CERES staff so as to read as follows:

  3.   The Parties agree to substitute the Budget referred to in Article 6 of Schedule 1 and attached as Attachment B to Schedule 1 by a new  Attachment B/2010 revision, as attached to this Amendment III.

  4.   The Parties agree to amend Article 16 Term of Schedule 1 so as to read as follows:

      Term: Five (5) years provided however, at least one (1) year before the end of the term of this SCHEDULE, the Parties shall decide  whether to extend it for one (1) or more years, with appropriate updates to the RESEARCH AND DEVELOPMENT







Made in two (2) copies.

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      PLAN (Attachment A/2010 revision), and FUNDING (Article 6 of this SCHEDULE).

  5.   The Parties agree that this Amendment III is deemed to have become effective as of March 31, 2010.

  6.   For the remainder, Schedule 1 remains unchanged and this Amendment III shall form an integral part thereof.

                ABERYSTWYTH UNIVERSITY   CERES, INC.   By: /s/ E. Reynolds   By: /s/ Jefferson Gwyn   Name: Emyr Reynolds     Name: Jefferson Gwyn   Title: Head of Research Grants     Title: Vice President of Breeding & Genomics           By: /s/ Richard Flavell           Name: Richard Flavell, CBE, FRS           Title: Chief Scientific Officer







Attachment A/2010 revision

RESEARCH AND DEVELOPMENT PLAN

April 1, 2010 — March 31, 2011 workplan

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          Action proposed   Dates Performed   Summary of action taken 1. Supply [***] from the [***]  best [***] to CERES partners in  [***]

April 2010



Supplied [***], [***] checked [***] to [***] company as directed by CERES

          2. Supply plants for [***]  observation and miniplot trials



April to July  2010



Supplied [***] for the establishment of the following trials [***] 4 ON ([***])  [***] 5 MP (best lines — [***] and [***]) [***] 1 ON (best lines — [***] and  [***]) [***] 4 ON [***] 13 MP (best [***] from [***], JKI etc.) [***] A9 ON  ([***] survivors, [***], [***]) [***] A 10 ([***] survivors, [***], [***]) [***]  A11 RP (small plots of [***])           3. Gather phenotyping data  from [***] trials to identify the  most promising [***] to be  used in [***]



July to  November



Best [***] was identified based on autumn [***] scores. [***] 'Generic high  [***] found in [***] at [***] and [***].    Technical enabling  A new [***] field nomenclature was developed to ensure clear communication so  that each plant or plot in the [***] trials was identified by a UID.     Photographs and data loaded to MSCAN and discussed at the January 2011  quarterly.     Development of the controlled vocabularies for phenotyping fields is ongoing.    [***] data was recorded in [***] and [***] on the [***]    [***] data in Feb 2011 gathered but needs developed of the controlled  vocabularies before this can be loaded to MSCAN and analysed.











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

          Action proposed   Dates Performed   Summary of action taken 4. Send [***] of the best  selections from [***] and [***]  to [***] identified by June 2010

October



[***] Miscanthus samples for [***] under [***] on behalf of Dr. Charlie  Rodgers. The Miscanthus [***] in this package are provided under a research  agreement between IBERS and CERES and are restricted to release only to  CERES, Inc. They are not [***].

          6. Develop knowledge of [***]  for [***] in a wide range of  [***] in order to [***]

April — Oct



[***] experiments were run in 2010. Discovery of the [***] effect when plants  were grown under simulated [***] conditions.

5. Create [***] based on a  knowledge of [***] available   All year and  ongoing   Table shows number of [***] attempted by [***] types.

Restricted: a form of [***] where [***] within a [***] has occurred and the  plants have been [***] to [***]. The potential [***] contributors can be short  listed from the [***] monitoring data. [***]: [***] wise [***] produce two [***]  records since [***] contain both [***] and [***] parts. [***]: single [***]  [***]: Here the [***] from [***] are registered as [***] ops.

In 2010 encumbrances ([***] and [***]) stopped us going down the route of  [***] M. [***] with the well characterized [***] from [***].

              [***] Type   Number   % [***]   Produced >[***] [***]    [***]   [***]   [***] [***]    [***]   [***]   [***] [***]    [***]   [***]   [***] [***]    [***]   [***]   [***] Total    [***]   [***]   [***]







April 1, 2011 — March 31, 2012 workplan

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

          Action proposed   Dates Performed   Summary of action taken 7. [***] experiments    April to Oct   A small trial revealed the value of [***] in [***] of [***] M. [***] from [***].           8. Leaf samples from DNA to  develop the [***]    Oct    Freeze dried samples sent to CERES from [***]

          9. [***] from 2010 [***] raised  for planting in [***] trials    Jan — March    [***] tests identified successful [***]. A tray of each [***] was raised where  possible (1 tray = [***] plants)           10. [***] from 2010 [***] sent  to CERES    April 2011    From these [***] from [***] with interesting [***] were sent to Charlie.

          11. Reporting







Powerpoints of July 13 meeting sent   Powerpoints of August 28 meeting sent   Powerpoints of 1 and 2 Nov meeting sent   Document on forward plans (Nov 2010)   Powerpoints of meeting 20-21 Jan 2011

          milestone   Projected Dates   Summary of planned actions 1. Characterise [***] from the  [***] to inform development  tracks 1 to 4

Ongoing



For [***] from the [***] we will perform measurements to collect:

      [***] (when plants are [***] ([***] years from planting) [***] status in autumn  [***] (scores and measurements)           2. Development of [***]/ [***]  with desirable characters

Ongoing



Attempt >[***] exploratory [***] between [***] in [***] of the [***] Perform at  least [***] with best [***] identified in [***] using the [***] and [***] in 2010  From these [***] of [***] and [***] with interesting [***] to be sent to Charlie.







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

          milestone   Projected Dates   Summary of planned actions 3. Development of [***]  (CERES, IBERS)







Organize [***] phenotype data for use by CERES in collaboration with [***] (on  a BBSRC funded flowering grant) and [***] (on the [***]). Monitor [***] planted  in 20[***] through collaboration with [***] and the [***]. Supply of further leaf  samples as requested for [***] analysis.







Page 7 of 9

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

              milestone   Projected Dates   Summary of planned actions 4. Initiate field evaluation of  selected potential new  Miscanthus [***] and [***],  measure [***] and other key  [***].

April to Aug 2011



Notes  [***] and [***]  for [***] selections



Putative Trial name  [***] 6 ST

      plus [***] controls   [***] 7 MP       [***] blocks           based on best           [***]   [***] 5 CB       [***] blocks           based on best           [***]   [***] 6 CB       [***] blocks           based on best           [***]   [***] 7 CB       [***] blocks           based on best           [***]   [***] 8 CB       [***] testing   [***] 9 ON       miniplots, sue's           choices   [***] 3 MP       miniplots, sue's           choices   [***] 25 MP       [***] from           2010 [***]   [***] 26 ST       [***]   [***] 27 CB       [***]   [***] 28 CB       [***]           which are now           in [***]'   [***] 29 ON       Library of [***]           used           in [***] (E.G.           #1 To 5'S)   [***] 30 ON       Selected lines           into [***]   [***] 3 ON       Sue's MP           selections   [***] 1 MP







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

          milestone   Projected Dates   Summary of planned actions 5. [***] and [***]



Ongoing



[***] of [***] currently being raised from use in [***] will be supplied to [***].    [***] screens on [***] to be performed and added to MSCAN.           6. [***] experiments        Field experiments with direct sowing using [***].           7. Reporting        Minutes and powerpoints from meetings







Attachment B/2010 revision

Budget

CERES shall pay IBERS £[***] (GBP) per year for the implementation of the RESEARCH AND DEVELOPMENT PLAN set forth in Attachment  A/2010 revision. Annual payments from CERES to IBERS shall not exceed £[***] (GBP).

Payment details shall be as set forth in Article 1.8 of the Collaboration Agreement.

1.8 Where a SCHEDULE provides that CERES will make a financial contribution to certain RESEARCH PROJECT activities performed by IBERS,  unless agreed otherwise in the appropriate SCHEDULE, IBERS 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 of Biological, Environmental and Rural Sciences (IBERS) of  Aberystwyth University  Plas Gogerddan  Aberystwyth  Ceredigion  SY23 3EB  United Kingdom

Page 9 of 9         Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
answer:
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.


question:
Exhibit 10.13

COLLABORATION AGREEMENT

THIS COLLABORATION AGREEMENT (the Agreement) is entered into as of November 2, 2012 (the Effective Date) by and between BIOCEPT, INC., a California corporation having an address of 5810 Nancy Ridge Drive, Suite 150, San Diego, CA 92121 (Biocept), and LIFE TECHNOLOGIES  CORPORATION, a Delaware corporation having an address of 5791 Van Allen Way, Carlsbad, California 92008 (Life Technologies).

WHEREAS, Life Technologies, through its Medical Sciences Division, is engaged in the development and commercialization of diagnostic systems, tests and laboratory services, including in oncology;

WHEREAS, Biocept has developed expertise and proprietary technology in enrichment, extraction and analysis of circulating tumor cells (CTCs) for use in laboratory developed tests used for the non-invasive and early stage detection and characterization of primary, metastatic or recurrent cancers; and

WHEREAS, Life Technologies and Biocept desire to collaborate so that Biocept will develop and commercialize one or more Tests, as defined herein, for Non-Small Cell Lung Cancer (NSCLC), using their respective technologies and expertise, on the terms and subject to the conditions set forth herein. Life Technologies and Biocept will both promote the test and perform different components of the test, and Life Technologies will provide test results in the form of reports to physicians.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, and intending to be legally bound, the parties hereby agree as follows:   1. DEFINITIONS

1.1 Affiliate shall mean any company or entity controlled by, controlling, or under common control with a party hereto and shall include any company more than 50% of whose voting stock or participating profit interest is owned or controlled, directly or indirectly, by a party, and any company which owns or controls, directly or indirectly, more than 50% of the voting stock of a party.

1.2 Assay shall mean Biocept's OncoCEE-LU™ (and OncoCEE-LU™ with Mutation Analysis) laboratory developed assay for characterization and profiling of CTCs from NSCLC patients, which shall incorporate, as Phase 1, CTC enumeration by cytokeratin and CD45 (and CEE-Enhanced™ when available), EML4/Alk1 fusions and EGFR amplification by fluorescence in situ hybridization (determined by Biocept); and as Phase 2, the additional detection of mutations for relevant genes, e.g., K-RAS, EGFR and B-RAF, as agreed by the parties, on captured CTCs and/or cell-free circulating DNA, as agreed by the parties, and employing technologies that potentially may include Biocept's Selector technology, and any improvements or enhancements thereto, exclusive of new analytes (which are discussed in Section 3.5(f) under Collaboration Assays) or applications to primary screening.





1.3 Biocept Trademarks shall mean Biocept, Inc., OncoCEE-LU , OncoCEE™, CEE-Sure , CEE- Enhanced™, and/or such other trademarks and trade names owned or licensed, and used, by Biocept and/or its Affiliates in the Territory to identify the Tests, in each case, whether or not registered.

1.4 Life Technologies Trademarks, shall mean Life Technologies , Life Technologies Medical Sciences and/or such other trademarks and trade names owned or licensed and used by Life Technologies to identify the Tests, in each case, whether or not registered.

1.5 CLIA shall mean the Clinical Laboratory Improvement Amendments of 1988, as it may be amended from time to time.

1.6 Collaboration shall have the meaning provided Section 3.1.

1.7 Collaboration Assay(s) shall have the meaning provided in Section 3.5(e).

1.8 CPT Code shall mean the American Medical Association's (AMA) Current Procedural Terminology as published in the AMA's CPT Process Manual, Fourth Edition and any such future editions, for procedures used in performance of the Assay, and amounts reimbursed by Medicare for such procedures for location 99, as modified annually.

1.9 Designated Executive Officer shall mean the executive officers of each party designated in writing be each party as being responsible for resolving disputes related to the Collaboration, which shall initially be David Hale on behalf of Biocept and Ronnie Andrews on behalf of Life Technologies.

1.10 FDA shall mean the United States Food and Drug Administration, or any successor federal agency thereto.

1.11 HIPAA shall mean, collectively, the Health Insurance Portability and Accountability Act of 1996, as amended, and all regulations promulgated thereunder at 45 C.F.R. parts 160 through 164, and the Health Information Technology for Economic and Clinical Health Act of 2009 and related regulations and guidelines.

1.12 Intellectual Property Rights means all now or hereafter existing patents, patent applications, copyrights, trademarks (including service marks), trade secrets, know-how, mask work rights and design rights, whether registered or unregistered, and all rights or forms of protection of a similar nature having equivalent or similar effect to any of the foregoing, which may subsist anywhere in the world.

1.13 Launch shall mean formal commercial availability and offering to physicians of a Test, as mutually agreed upon by the parties.

1.14 Laws shall mean all federal, state and local laws and regulations that apply to this Agreement including, without limitation, (i) the Bayh-Dole Act (ii) the

2

TM TM

TM





Federal Food, Drug, and Cosmetic Act (21 U.S.C § 321 et seq.) (iii) the federal Anti-kickback Statute (42 U.S.C. § 1320a- 7b(b)) (iv) the Stark Law (42 U.S.C. § 1395nn) (v) the Anti-Inducement Law (42 U.S.C. § 1320a-7a(a)(5)) (vi) the civil False Claims Act (31 U.S.C. §§ 3729 et seq.) (vii) the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)) (viii) the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), (ix) the exclusion laws (x) SSA § 1128 (42 U.S.C. § 1320a-7) (xi) Medicare (Title XVIII of the Social Security Act), (xii) Medicaid (Title XIX of the Social Security Act); (xiii) the Clinical Laboratory Improvements Act of 1988 (CLIA); and (xiv) data security, protection and privacy laws in the applicable jurisdictions.

1.15 Professional Component shall mean the performance of the professional component of the steps of the Assay, which is the interpretation of results (generated in the Technical Component) of an Assay by a pathologist, and is covered by CPT codes from the Professional Fee Schedule with the modifier 26.

1.16 Technical Component shall mean the performance of the technical component of the steps of the Assay, which is the physical performance of the Assay procedure up to the interpretation of results, and is covered by CPT codes from the Professional Fee Schedule without the modifier 26, and typically with a modifier TC.

1.17 Term shall have the meaning provided in Section 11.1.

1.18 Test(s) shall mean the Assay, which is a laboratory developed test, and/or any Collaboration Assay which is added to this Agreement pursuant to Section 3.5(e), performed as a clinical reference laboratory test.

1.19 Territory shall mean the United States of America, and other countries of the world, contingent in the latter case on the parties agreeing in writing on an appropriate strategy to access them in accordance with Section 3.2.

1.20 Third Party(ies) shall mean any entity other than Biocept or Life Technologies or an Affiliate of Biocept or Life Technologies.   2. APPOINTMENT; LICENSES

2.1 Appointment. Upon the terms and conditions set forth in this Agreement, Biocept hereby grants Life Technologies during the Term the non-exclusive right, as further defined in Section 2.3, to promote the Tests in the Territory and to perform the Professional Component of the Tests sold by the parties in the Territory, in accordance with the terms of this Agreement.

2.2 Trademark Licenses. The parties hereby grant to each other non-exclusive, fully-paid, royalty-free licenses to utilize the other party's trademarks, as follows:

(a) Biocept Trademarks. To facilitate the promotion and performance of Tests, during the Term Biocept hereby grants Life Technologies a non-exclusive, royalty-free, non-transferable license to use the Biocept Trademarks solely for

3





use in connection with the promotion and performance of the Tests in the Territory. All materials associated with the Tests and used by Life Technologies in connection with the promotion of the Tests, including web-based, shall be co-branded with such Biocept Trademarks as approved by Biocept prior to distribution. All use of Biocept Trademarks by Life Technologies hereunder (including all goodwill arising as a result of such use) shall inure to the benefit of Biocept, and these rights, whether registered or not registered, at all times shall remain the sole property of Biocept. Biocept shall provide Life Technologies with copies of the Biocept Trademarks in an appropriate form for the uses contemplated in this Agreement. Life Technologies shall provide Biocept with samples of all proposed use of the Biocept Trademarks in advance of such proposed use and Biocept shall have the right to approve the appearance and placement of Biocept Trademarks by Life Technologies for the purpose of protecting and maintaining the standards of quality maintained by Biocept for products sold under the Biocept Trademarks and for use of the Biocept Trademarks. If Biocept at any time finds that Life Technologies is not in compliance with this Section, then Biocept may notify Life Technologies in writing of such deficiencies, and if Life Technologies fails to correct such deficiencies within thirty (30) days after receipt of such notice, Biocept may, at its election and in addition to any other remedies, terminate the license granted to Life Technologies with respect to the Biocept Trademarks. Life Technologies shall display the ™ or   symbol, as directed by Biocept, in connection with Life Technologies' use of the Biocept Trademarks.

(b) Life Technologies Trademarks. To facilitate the promotion and performance of Tests, during the Term Life Technologies hereby grants Biocept a non-exclusive, royalty-free, non-transferable license to use the Life Technologies Trademarks solely for use in connection with the promotion and performance of the Tests in the Territory. Materials associated with the Tests and used by Biocept in connection with the promotion of Tests, including web-based materials, may be co-branded with such Life Technologies Trademarks as approved by the parties prior to distribution. All use of Life Technologies Trademarks by Biocept hereunder including all goodwill arising as a result of such use) shall inure to the benefit of Life Technologies, and these rights, whether registered or not registered, at all times shall remain the sole property of Life Technologies. Life Technologies shall provide Biocept with copies of the Life Technologies Trademarks in an appropriate form for the uses contemplated in this Agreement. Biocept shall provide Life Technologies with samples of all proposed use of the Life Technologies Trademarks in advance of such proposed use and Life Technologies shall have the right to approve the appearance and placement of Life Technologies Trademarks by Biocept for the purpose of protecting and maintaining the standards of quality maintained by Life Technologies for products sold under the Life Technologies Trademarks and for use of the Life Technologies Trademarks. If Life Technologies at any time finds that Biocept is not in compliance with this Section, then Life Technologies may notify Biocept in writing of such deficiencies, and if Biocept fails to correct such deficiencies within thirty (30) days after receipt of such notice, Life Technologies may, at its election and in addition to any other remedies, terminate the license granted to Biocept with respect to the Life Technologies Trademarks. Biocept shall display the ™ or   symbol, as directed by Life Technologies, in connection with Biocept's use of the Life Technologies Trademarks.

4

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2.3 Exclusivity. During the Term, the parties will promote and perform Tests for the clinical testing market on a non- exclusive basis in the Territory, except as otherwise provided for below. Biocept will have sole responsibility for performing the Technical Component of all Tests sold by the parties, until and unless Life Technologies obtains the right from Biocept to independently develop its own Tests in accordance with all applicable FDA regulatory requirements, as provided for in Section 7.1. Life Technologies will be authorized to perform the Professional Component of all Tests sold by the parties, although Biocept may engage other groups in promotion, marketing and performance arrangements for the Tests, at the discretion of Biocept. Biocept shall provide thirty (30) days written notice to Life Technologies before entering into any such promotion, marketing and performance arrangement.   3. COLLABORATION

3.1 Purpose. During the Term, the parties agree to cooperate and collaborate to develop, promote and commercialize the Tests for the clinical testing market in the Territory and in accordance with the terms of this Agreement (the Collaboration). The principal objective of the parties hereunder is to maximize the commercialization of the Tests in the Territory. The parties shall deploy each of their respective sales forces in accordance with the terms of this Agreement in an effort to promote the Tests in the Territory in the manner as agreed to by the parties, under the direction of the Joint Steering Committee.

3.2 Commercialization of Tests Outside the USA. At any time for up to two (2) years after the Effective Date, should Life Technologies desire to offer for sale any Test outside the USA, it shall first discuss with Biocept an appropriate strategy and plan for such effort. Such strategy and plan may involve the development of, and obtaining all applicable regulatory authorizations for, an in vitro diagnostic kit, instruments or similar systems, in collaboration with Biocept (with funding support, and more fully described in Section 7.2), such strategy and plan to be reduced to writing and approved by the parties. If such written plan is not approved by the parties within two (2) years of the Effective Date, the Territory shall revert to only the USA, unless otherwise agreed to by the parties.

3.3 Life Technologies Responsibilities. Life Technologies shall use commercially reasonable efforts to promote the Tests in the Territory, in accordance with Section 3.2, using sales channels and methods, and adhering to substantially similar standards that it generally employs with respect to its laboratory developed tests. Without limiting the foregoing, Life Technologies' responsibilities with respect to marketing and promotion of the Tests in the Territory during the Term shall include the following:

(a) Life Technologies Customers. Life Technologies shall use commercially reasonable efforts to promote the Tests to the appropriate healthcare professionals.

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(b) Test Performance. Life Technologies shall have the responsibility, subject to its capacity to support in its reasonable discretion (of which capacity Life Technologies shall notify Biocept in writing at least sixty (60) days before launch of the Assay, and use diligent efforts to notify Biocept at least thirty (30) days before discovery of any decreases or increases in such capacity), for performing the Professional Component of the Assays sold by either party in the Territory. In particular, the laboratory director of the Life Technologies CLIA laboratory will be responsible for issuing and signing off on the report.

(c) Sales, Marketing and Customer Service.

(i) Life Technologies shall, at its sole expense and in accordance with Section 2.2, develop and deliver to customers marketing materials for the Tests. Life Technologies shall use, as appropriate, Biocept's OncoCEE-LU , OncoCEE™, CEE-Enhanced™ and CEE-Sure brand and the Biocept corporate name and logo, together with any Life Technologies branding, as part of the marketing materials for the marketing of the Tests and, where appropriate, in its other public presentations and disclosures concerning the Assay or Tests. Biocept shall have the right to review all such materials prior to their initial use.

(ii) Life Technologies shall cause its sales force to use commercially reasonable efforts to promote the Tests.

(iii) Life Technologies shall use commercially reasonable efforts to promote the sale of the Tests by including the Tests in its menu of services and by incorporating marketing materials regarding the Tests into its own marketing materials.

(iv) Life Technologies shall keep Biocept reasonably informed of its planned marketing activities with respect to the Tests to allow Biocept to forecast its needs for reagents, equipment, laboratory space, personnel, computing, and testing reporting capabilities, including at each Joint Steering Committee meeting as indicated in Section 4, and will discuss and consider in good faith Biocept's suggestions for marketing the Tests.

(v) Life Technologies will provide customer service and support for the Professional Component of the Tests using substantially similar methods and adhering to substantially similar standards that it generally employs with respect to its other products and tests.

(d) Samples and Logistics.

(i) Life Technologies will be responsible for the logistics associated with its marketing efforts and performance of the Professional Components of the Tests; provided, however, that Biocept will send the sample collection systems directly to customers identified by Life Technologies who order the Test, at Life Technologies' expense. Biocept will further work with Life Technologies to facilitate transport of collected samples from the customer to Biocept's CLIA laboratory. Life

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Technologies will work collaboratively with Biocept on patient referral, billing and collections in accordance with Section 3.5(c) (iii), reporting of results and reporting quality control, and insurance or patient reimbursement.

(e) Demand Forecast. Within sixty (60) days of the Effective Date, Life Technologies will prepare a draft one-year rolling forecast of Life Technologies' expectation for physician requests for the Assay (the Demand Forecast), broken down into quarterly demand for the Assay (with respect to each quarter, the Quarterly Forecast) which will be attached hereto as Exhibit A, and will be finalized three (3) months before Launch. Beginning on the first day of the second (2 ) full calendar quarter following the date of Launch, the Demand Forecast shall be updated on a quarterly basis. The Demand Forecast and Quarterly Forecasts shall be a good faith but non-binding forecast. In the event the parties develop a Collaboration Assay under the terms of this Agreement, demand for such Collaboration Assay shall be included in the Demand Forecast at all times following the Launch of such Collaboration Assay. A Performance Standard, mutually agreed to in accordance with Section 3.5(i), shall take effect beginning with the second (2 ) full calendar quarter after the launch of any Test.

(f) Technical Developments. Life Technologies shall keep Biocept fully informed as to all discoveries and technical developments (including, without limitations, any inventions) made by Life Technologies during the Term related to the Assay or Tests.

(g) Billing, Reporting, Auditing.

(i) In all cases where Life Technologies performs the Professional Component of the Assay, Life Technologies shall be responsible for billing the patient, the provider and/or the payer for the Test, including both the Technical Component and the Professional Component of the Assay, and the collection of such amounts with respect to each Test performed. Biocept shall bill Life Technologies directly once a month for the Technical Component of each Assay (including the cost for sample collection in accordance with Section 3.5(b)), based on pricing and reimbursement as agreed by the parties through the Joint Steering Committee within sixty (60) days of the Effective Date, generally based on each applicable CPT Code actually used in the performance of such Technical Component, employing the Medicare rates for the applicable year as described on Exhibit B for the initial one (1) year period, and Life Technologies shall pay Biocept within sixty (60) days following the invoice date. The parties shall disclose actual reimbursement for each Test, and shall reconcile or true-up any differences between the amounts actually received by Life Technologies for each billing item or code and amounts paid to Biocept on a quarterly basis. If the allocation of reimbursement is ambiguous with respect to billing codes or a Technical Component/Professional Component split, amounts received by Life Technologies that differ from the amounts agreed by the parties, or Medicare rates, shall be shared by the parties on the same ratio as the Technical Component/Professional Component ratio for Medicare. The Medicare rates used by the parties as the basis for determining the amount Life Technologies will pay Biocept for the Technical Component of the Assay before the quarterly true-up will be adjusted annually at the beginning of the calendar year to reflect

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changes to such Medicare rates. Should Medicare change the basis for reimbursement of the Assay, the parties shall agree to negotiate a structure for revenue sharing that generally accomplishes the result achieved above. Both parties agree to strictly adhere to all applicable Laws with respect to billing practices.

(ii) This Section 3.3(g) shall survive any termination or expiration of this Agreement for at least twelve (12) months following the effective date of such termination or expiration.

3.4 Biocept Responsibilities. Biocept shall use commercially reasonable efforts to promote the sale of the Tests in the Territory, using at least the same sales channels and methods and adhering to at least the same standards that it generally employs with respect to its other clinical tests. Without limiting the foregoing, Biocept's responsibilities during the Term shall include the following:

(a) Biocept Customers. Biocept shall use commercially reasonable efforts to promote the Tests to appropriate healthcare professionals.

(b) Assay Performance. Biocept shall be responsible for performing all Technical Components of all Assays sold by either party unless and until the parties agree to enable Life Technologies to independently develop, validate and perform the Test at Life Technologies' CLIA laboratory, in accordance with all applicable FDA regulatory requirements and Section 7.1. Until such point of transfer, Biocept shall comply with all CLIA requirements, including validation of the Assay.

(c) Sales, Marketing and Customer Service.

(i) Biocept shall cause its sales force to promote the Assay.

(ii) Biocept shall keep Life Technologies reasonably informed of its planned marketing activities with respect to the Assay to allow Life Technologies to forecast its needs for equipment, space, personnel, computing, and test reporting capabilities, including at each Joint Steering Committee meeting as indicated in Section 4, and will discuss and consider in good faith Life Technologies' suggestions for marketing the Assay.

(iii) Biocept will provide customer service and support for the Assay using substantially similar methods and adhering to substantially similar standards that it generally employs with respect to its other tests.

(d) Samples and Logistics. Biocept will be responsible for the logistics associated with its own marketing efforts and performance of the Technical Component of the Assay, including distribution of shipping materials and sample collection systems by its sales representatives, patient referral and customer service.

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(e) Training and Education.

(i) Biocept shall provide sales and technical training and technical support, including assistance with customer education and customer consultations, to Life Technologies' personnel, with the frequency and content of the training to be determined by agreement between Biocept and Life Technologies.

(ii) Biocept will share its service educational materials and scientific publications to utilize in patient education with Life Technologies, and hereby grants Life Technologies rights to use such materials as are reasonably necessary for Life Technologies to carry out its obligations under this Agreement. Life Technologies may not alter or revise these materials without the prior written consent of Biocept.

(f) Regulatory Approval. Biocept has licenses enabling it to perform and obtain reimbursement for the Assay in all states in the Territory except New York, where it is currently seeking such license. Biocept will maintain all such licenses which are reasonably required to perform the Assay during the Term.  For any Collaboration Assay, Biocept will use commercially reasonable efforts to obtain or maintain licenses enabling it to perform such Collaboration Assay and obtain reimbursement therefore, in accordance with each amendment to this Agreement entered in accordance with Section 3.5(f). Life Technologies will cooperate with Biocept so that Life Technologies' marketing and sales efforts are conducted only in those states or regions of the Territory in which Biocept has obtained any necessary regulatory licenses to provide Tests.

(g) Technical Developments. Biocept shall keep Life Technologies fully informed as to all discoveries and technical developments (including, without limitations, any inventions) made by Biocept during the Term related to the Tests.

3.5 Joint Responsibilities. The parties shall use commercially reasonable efforts to cooperate and collaborate to develop the market for the Tests in the Territory. Without limiting the generality of the foregoing, the parties shall collaborate to provide the following:

(a) Test Development. The parties shall mutually agree on the content and composition of Phase II of the Assay, and any Collaboration Assays as defined in Section 3.5(f), including specific analytes to be included in the Assay. Consideration for selection of analytes shall include medical need, clinical utility, technical feasibility, costs, reimbursement, and intellectual property status, e.g., the need for Third Party licenses to specific analytes. The parties shall agree on the Phase II Assay content at least six (6) months before anticipated Launch.

(b) Test Materials and Shipping. Subject to Section 3.3(c)(i), Life Technologies shall design and order all test materials, including test requisition forms, test reports and collateral sales and marketing (advertising and promotional) materials to be used by Life Technologies, which shall be approved by Biocept prior to use. Biocept shall design, order and provide to Life Technologies the collection systems to be used by Life Technologies, and Life Technologies shall pay for such collection systems used by

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its sales representatives under this Agreement at cost (direct materials and direct labor) plus ten percent (10%), as well as shipping costs of collection systems from ordering physicians to Biocept.

(c) Performance of Tests.

(i) The parties will work together to develop a plan to implement detailed operation protocols for the Test within ninety (90) days of the Effective Date for each aspect of sample logistics, including ordering, shipping, accessioning, sample handling, testing, data generation, data evaluation and reporting. These sample logistics shall be agreed upon by the parties through the Joint Steering Committee and, once agreed upon by the parties in writing, deemed to be attached hereto as Exhibit C without any additional action required on the part of either party. Information, data and images shall be transferred between the parties as indicated for this purpose, and the parties will seek to make their respective laboratory information management systems and data transfer capabilities compatible. Life Technologies' lab director at the CLIA lab will sign off on the reports for Tests.

(ii) If Life Technologies desires to utilize the Tests in support of any clinical trial or research program for a pharmaceutical or biotechnology company(ies) in the Territory, Life Technologies shall notify Biocept in writing of such desired use. The terms and conditions (including pricing and revenue sharing) of each such use shall be covered by a separate written agreement which the parties agree to negotiate in good faith.

(iii) Each party will use commercially reasonable efforts to support the other in the account to best meet the needs and expectations of each customer.

(d) Communication Plan. Life Technologies and Biocept shall develop a communications plan through the Joint Steering Committee for the announcement and ongoing promotion of the Tests to customers, with all communication plan materials, including test requisition forms, being co-branded with Biocept and Life Technologies corporate names and logos in accordance with Sections 2.2 and 3.3(c)(i).

(e) Data Sharing. Life Technologies and Biocept have entered into this Agreement to, among other things, establish individual databases of results from the Tests performed, which databases will include patient information such as demographic, disease characterization, treatment and outcome information. To that end, to the extent permitted by applicable law and as mutually agreed by the parties, where available each party will share all patient data, Test data and results, and corresponding tissue data with the other party, as well as any follow up or outcome data that may become available or provided by the physician or patient for Tests performed and will cooperate in good faith with the other party to agree upon procedures for sharing such information. Such information may be used only for longitudinal reporting, outcomes correlation and related research, shall be handled in accordance with all applicable Laws, including, without limitation, HIPAA, and applicable institutional review board guidelines, and shall not be used for the purpose of obtaining information about the other party's clients or customers. To the extent feasible, all such information will be properly de-identified.

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(f) Collaboration Assays. During the Term, Biocept shall keep Life Technologies reasonably apprised of its plans to add analytes to the Assay. In addition, Life Technologies may desire for Biocept to develop a specific new analytes for the Assay (for example, the inclusion of additional mutations to the mutation analysis component of the Assay), to be offered by the parties as an additional Test under this Agreement. In either case, the parties shall negotiate in good faith an amendment to this Agreement that will govern the development (as needed) and commercialization of such Tests with new analytes (each a Collaboration Assay), which amendment may include financial support, contributions of and access to each party's technology and/or clinical samples, milestones, timing of the development effort, exclusivity and ownership rights. Any such agreed upon Collaboration Assay development shall be performed by Biocept or jointly as the parties may agree. Once the parties have agreed upon a plan relating to the development of a particular Collaboration Assay, if development is needed (each, a Project), the parties shall reduce such agreement to writing, which shall include a project plan which will set forth each party's obligations with respect to the Project (each, a Project Plan) and thereafter, such Collaboration Assay shall be deemed a Test for all purposes under this Agreement and shall be subject to the terms of this Agreement as amended. Each such Project Plan shall be attached as a part of Exhibit D to this Agreement following written acceptance thereof by both parties without any additional action required on the part of either party. Any amendments or revisions to a Project Plan shall be mutually agreed upon by the parties in writing.

(g) Costs and Expenses. Unless otherwise specified herein or in a Project Plan attached hereto, each party shall perform its activities under this Agreement at its sole cost and expense.

(h) Training and Education.

(i) The parties shall work together to develop and implement a training program for client services and the sales and marketing representatives of each party to ensure that a clear and consistent message is delivered to all prospective customers. Following such implementation, each party agrees to train its client services and sales and marketing representatives in accordance with such training program.

(ii) Representatives of each party, where deployed, shall each educate physicians, clinical and support personnel on the Tests, their applications and benefits, and the procedures for providing samples for the Tests. The Joint Steering Committee will approve all presentation and meeting materials. In addition, the parties will each be responsible for providing customer support related to test logistics, billing and reimbursement, and for establishing a call center to handle inquiries related to the Tests. For purposes of clarity, the parties acknowledge and agree that Life Technologies will not be required to establish a dedicated web portal, but all results of Tests will be made available through an existing Life Technologies portal solution, once commercially available for use, as determined by Life Technologies at its sole discretion. Technical or

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process questions regarding the Tests received by Life Technologies can be referred to Biocept. Each party will cover its own costs related to physician education, customer support, and any travel related thereto and comply with all federal and state regulations regarding the same.

(i) Performance Standards. Each party shall conduct its activities under this Agreement and any Project Plan in a professional and workmanlike manner, and in compliance in all material respects with the requirements of applicable Laws and regulations, to attempt to achieve the objectives of this Agreement efficiently and expeditiously. Each party shall contribute such personnel and resources, and shall maintain such laboratories and other facilities, as are reasonably necessary to carry out the activities to be performed under this Agreement, including any Project Plans. In conformity with standard industry practices and the terms and conditions of this Agreement, each party shall prepare and maintain, or shall cause to be prepared and maintained, complete and accurate written records, accounts, notes, reports and data with respect to activities conducted by such party under this Agreement, including any Project Plans. In addition, the parties shall work together to establish minimum agreed upon performance standards with respect to the promotion, sales and performance of the Tests, including the Demand Forecast, and the timely supply, accuracy, reliability and reporting of the Tests, as well as responsiveness to customer inquiries related to the Tests throughout the Territory (collectively, Performance Standards). In the event that one or more Performance Standards are not met by a party, the parties will work quickly and efficiently to (i) identify the cause of the failure, (ii) develop a plan to remediate the issue, and (iii) implement the remediation plan. If the parties are unable to successfully resolve a Performance Standards issue by this procedure, such failure to maintain Performance Standards shall constitute a material breach by the party failing to maintain such Performance Standards, and the other party may terminate this Agreement in accordance with Section 11.2.

(j) Bundling. Neither party shall bundle its assays (including the Tests) with any assays of the other party, without the prior written approval of that party.   4. JOINT STEERING COMMITTEE

4.1 Purpose and Membership. Promptly following the Effective Date, Biocept and Life Technologies will create a Joint Steering Committee for the purpose of facilitating communications between the parties regarding, and providing direction and leadership to, the Collaboration. The Joint Steering Committee shall be composed of six (6) representatives, three (3) each from Biocept and Life Technologies, each of whom shall have appropriate experience, knowledge and authority within such party's organization to carry out the duties and obligations of the Joint Steering Committee. Each party will designate one of its representatives as the primary contact for that party with respect to Joint Steering Committee-related matters, and such representatives shall serve as co-chairpersons of the Joint Steering Committee. Each party may change its representatives to the Joint Steering Committee or its primary contact from time to time in its sole discretion, effective upon notice to the other party of such change. These representatives shall have appropriate technical credentials, experience and knowledge. A reasonable number of additional representatives of a party may attend meetings of the Joint Steering Committee in a non-voting capacity.

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4.2 Duties. The Joint Steering Committee shall meet in person or by teleconference or videoconference no less than monthly during the Term or as otherwise mutually agreed by the parties from time to time, with attendees other than Joint Steering Committee members permitted to participate in or observe the meetings. The Joint Steering Committee shall be responsible for (a) monitoring the progress of the Collaboration, including discussions relating to Collaboration Assays, (b) physician education with respect to the Tests, (c) marketing, sales and account coordination, (d) any regulatory inquiries or requirements and other issues that affect the availability of the Tests, and (e) reimbursement issues (including annual review of relevant CPT Codes and changes thereto), logistical considerations, and other topics as necessary. The Joint Steering Committee shall serve as the principal forum for each party to (i) keep the other party informed of the results of its Collaboration activities; (ii) to discuss Test commercialization strategies, and (iii) generally to encourage and facilitate ongoing cooperation between the parties with respect to the Collaboration, including the business relationship and/or any other matter relating to the Collaboration and resolving disputes between the parties with respect to Intellectual Property Rights; provided, however, that (A) nothing in this Agreement shall limit either party's right to seek immediate equitable or injunctive relief where appropriate without any obligation to first submit the dispute to the Joint Steering Committee; and (B) any decision concerning medical necessity and patient care with respect to Test sold by or performed on behalf of the parties shall be the responsibility of each party's Medical Director, with the two Medical Directors working together to coordinate efforts and address concerns.

4.3 Decisions; Disputes. Decisions of the Joint Steering Committee shall be made by unanimous vote, with each party's representatives on the Joint Steering Committee collectively having one vote. In the event that the Joint Steering Committee cannot or does not, after good faith efforts, reach agreement on an issue, such issue shall first be referred to the Designated Executive Officers, who shall meet promptly thereafter and shall attempt in good faith to resolve such issue. In the event that the Designated Executive Officers cannot or do not, after good faith efforts, reach agreement on an issue, the issue shall be submitted to voluntary mediation. The Designated Executive Officers of each party shall select a mediator who is an expert with no less than seven years of experience in the subject matter to which the dispute relates. In the event that the Designated Executive Officers of the parties are unable to agree upon a mediator within twenty (20) days, then the Designated Executive Officers shall contact the San Diego County office of JAMS to select a mediator from the JAMS panel. If they are unable to agree, JAMS shall provide a list of three available mediators and each party may strike one. The remaining one will serve as the mediator. The mediation shall be conducted under JAMS rules. The parties agree that they shall share equally the cost of the mediation filing and hearing fees, and the cost of the mediators that constitute the panel. Each party shall bear its own attorneys' and expert fees and all associated costs and expenses.

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5. REGULATORY COMPLIANCE

5.1 Compliance with Laws. Biocept and Life Technologies and their respective Affiliates each agree to perform their respective obligations under this Agreement in compliance with all applicable Laws, in the Territory, including but not limited to applicable regulations, rules, and policies of third party payers that pay for the Assay.

5.2 Privacy. Biocept and Life Technologies and their respective Affiliates agree to protect the privacy and provide for the security of any information that relates to a patient's past, present, or future physical or mental health or condition in accordance with HIPAA, and any other applicable federal and state privacy laws and regulations in the Territory. Each party agrees to execute one or more Business Associate Agreements (as defined under HIPAA) as the other party, or its providers or payers, may from time to time request.

5.3 Licenses and Certifications. Biocept and, to the extent applicable, Life Technologies shall have at all times during the Term, all necessary federal, state and local licenses, qualifications and certifications to operate a laboratory and perform their respective components of the Test(s), including, but not limited to, state laboratory licenses, CLIA certification, CAP (College of American Pathologists) certification, FDA registration, and any other licenses or certification required by state and/or federal law. All Assays performed by Biocept, and, to the extent applicable, Life Technologies, shall be in accordance with applicable state and federal testing requirements for clinical reference laboratories.   6. MATERIALS TRANSFER

In order to facilitate the Collaboration, either party may provide to the other party certain biological materials or chemical compounds including, but not limited to, samples (collectively, Materials) for use by the other party in furtherance of the Collaboration. Except as expressly provided under this Agreement, all such Materials delivered to the other party will remain the sole property of the supplying party, will be used only in furtherance of the Collaboration and solely under the control of the other party, will not be used or delivered to or for the benefit of any Third Party without the prior written consent of the supplying party, and will not be used in research or testing involving human subjects except as permitted by applicable law. The Materials supplied hereunder must be used with prudence and appropriate caution in any experimental work and in accordance with all applicable laws.   7. OPTIONS AND FUTURE DISCUSSIONS

7.1 Option to License Assay. If Biocept does not obtain at least ten million dollars ($10,000,000) in equity financing by December 31, 2012, then Life Technologies shall have the non-exclusive option, exercisable by written notice to Biocept given no later than January 15, 2013, to negotiate with Biocept for a license (unless the parties mutually agree to a different transaction structure) to all necessary Intellectual Property

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Rights and know-how to independently commercialize the Assay in accordance with applicable Laws. Biocept will provide notice to Life Technologies on December 31, 2012 if the conditions for the option apply, and if Life Technologies delivers written notice of exercise of such right of negotiation to Biocept on or before January 15, 2013, the parties will negotiate in good faith to conclude a license agreement no later than February 28, 2013. If such license has not been entered into by the parties by February 28, 2013, there are no further obligations for either party under this Section 7.1.

7.2 Option for System Development. The parties have discussed potential adaptation of the Assay to an in vitro diagnostic format, based on a system concept that could include specially manufactured equipment, consumables and reagents that would be sold to physicians and laboratories, and linked to the informatics engine that Life Technologies is developing. Such systems may be used to commercialize the Assay outside the USA. Biocept grants to Life Technologies a non-exclusive option, exercisable during the two (2) year period beginning on the Effective Date, to develop plans, and negotiate with Biocept, for the co-development with Biocept of such systems for the Assay, employing or based on Biocept technologies. Such agreement is expected to include some or all of the following components: an upfront license fee, R&D funding, development and commercial milestone payments, royalties and/or revenue sharing, and supply/sale to Life Technologies by Biocept of proprietary components and consumables.   8. INTELLECTUAL PROPERTY

8.1 Existing Technology. Each party acknowledges that the other party owns certain technology and Intellectual Property Rights which have been independently developed by, or at the request of, such other party, whether prior to, during or subsequent to the Term. Except as expressly provided in this Agreement, neither this Agreement nor the activities performed hereunder, shall give either party any rights or interest in or to the technology or Intellectual Property Rights of the other party (or of any Materials provided by such party). Each party owns, and shall continue to own, all right, title and interest in and to its respective technology, including, without limitation, all Intellectual Property Rights relating thereto. Without limiting the generality of the foregoing, at all times during and after the Term, Biocept shall own all rights to its CEE™ technology, Selector technology (if utilized) and any improvements related thereto, generated during the performance of this Agreement. Biocept and Life Technologies shall promptly notify the other in writing upon becoming aware of any alleged or threatened third party infringement of any Intellectual Property Rights related to the Tests. Biocept shall have the right to bring and control any action or proceeding with respect to any such infringement at its own expense and by counsel of its own choice. If Biocept elects not to bring any such action or proceeding with respect to such infringement, it shall promptly notify Life Technologies of the same and agrees to consider, in good faith a request by Life Technologies to bring any such action or proceeding. Any agreement allowing Life Technologies to bring such action or proceeding on behalf of Biocept shall be set forth in a separate written agreement between the parties. Except as expressly provided above, the parties shall be under no obligation to enforce any of their Intellectual Property Rights against any actual or threatened Third Party infringements.

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8.2 Biocept Technology. Without limiting the generality of the foregoing, Biocept owns, and Life Technologies acknowledges Biocept's ownership of, (i) the Assay and the Selector technology, and (ii) all Intellectual Property Rights in the Assay and the Selector technology, and Life Technologies agrees that it shall not do or suffer to be done any act or thing or undertake any action anywhere that in any manner might infringe, or impair the validity, scope, or title of Biocept in the Assay, the Selector technology or Intellectual Property Rights owned by Biocept. Nothing herein shall limit Life Technologies' ability to prosecute fully any and all Intellectual Property Rights owned by Life Technologies with any patent office or related government agency or to respond fully to any government agency inquiry with respect to its Intellectual Property Rights, products, and services.

8.3 New Technology. In the course of the activities conducted by the parties, Biocept and/or Life Technologies may conceive of inventions or discoveries or create works that constitute intellectual property and may be patentable or registerable as a copyright or other intellectual property right (all of the foregoing, including such intellectual property rights therein, collectively, Developments). Inventorship of all inventions and discoveries, whether or not patentable, will be determined in accordance with United States patent laws. Authorship of all copyrightable works will be determined in accordance with United States copyright laws. Subject to Section 8.2, as between the parties, Developments will be owned consistent with such determination of inventorship or authorship. To the extent any Development owned by Life Technologies relates directly to the practice of, or constitutes an improvement to, the Assay, Life Technologies hereby grants to Biocept, during the Term of this Agreement, and, except in the case of termination of this Agreement by Life Technologies for Biocept's uncured material breach, after expiration or termination of this Agreement, a non-exclusive, worldwide, royalty-free, fully-paid license, including the right to sublicense, under Life Technologies' Intellectual Property Rights in such Developments, solely to develop, make, have made, use, sell, have sold, offer for sale, import, perform and provide the Assay. To the extent any Development owned by Biocept relates directly to the practice of, or constitutes an improvement to, the Assay, Biocept hereby grants to Life Technologies, during the Term of this Agreement, a non-exclusive license under Biocept's Intellectual Property Rights in such Development, solely to promote the Assay in the Territory and to perform the Professional Component of the Assay sold by the parties in the Territory, in accordance with the terms of this Agreement.

8.4 Technology Licenses. To the extent that any Third Party Intellectual Property Rights related to the capture and detection of CTCs must be licensed to perform the Assay, such royalty shall be paid by Biocept. To the extent that either party owns Intellectual Property Rights to specific biomarkers, targets, kits, dyes or technology utilized in the Assay other than for the capture and detection of CTCs, it will, to the extent it is able, grant during the Term of the Agreement, a non-exclusive license to the other party to practice these Intellectual Property Rights for the Assay. To the extent that either party has licensed or will license Intellectual Property Rights from Third Parties related to specific biomarkers, targets, kits, dyes or technology utilized in the Assay other than for the capture and detection of CTCs, it will, to the extent it is able, grant, during the Term of the Agreement, a non-exclusive license to the other party, or ensure that the

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other party is covered under its license, to practice these Intellectual Property Rights for the Assay. In the event of the foregoing, then, subject to Section 8.5, the parties agree to negotiate in good faith an allocation of expenses for such Third Party licenses directly associated with the Assay.

8.5 Infringement. If any Third Party claims or brings an action alleging that performance of the Assay or Test by Biocept or Life Technologies or their Affiliates under this Agreement infringe (directly or indirectly) any of such Third Party's patent rights, Biocept shall use commercially reasonable efforts to address such claims. If Biocept determines to seek a license or otherwise obtain the right to use such Third Party intellectual property rights on behalf of Biocept and Life Technologies, then (i) if the Third Party intellectual property rights relate to the capture and detection of CTCs or the Phase I Assay analytes, then Biocept shall bear the costs of such licenses, including the payment of licensing fees, royalties or other payments, or (ii) if the Third Party intellectual property rights relate to specific biomarkers, targets, kits, dyes or technologies for the Phase II Assay, then the parties agree to negotiate in good faith an allocation of costs for such licenses, including payment of licensing fees, royalties or other payments that may be due to such Third Party, unless the parties agree otherwise in writing. If Biocept and Life Technologies determine to seek a license or otherwise obtain rights to use Third Party intellectual property rights for any Collaboration Assay(s), the parties similarly agree to negotiate in good faith an allocation of costs for such licenses, including payment of licensing fees, royalties or other payments that may be due to such Third Party, unless the parties agree otherwise in writing.

8.6 Data and Results. All data and results from performance of a Test on samples provided by Life Technologies shall be used by the parties solely to the extent necessary to perform its obligations under this Agreement and in accordance with Section 3.5(d).

8.7 Trademarks.

(a) Biocept shall be responsible for and bear the expense of any filing, prosecution, maintenance and enforcement of the Biocept Trademarks as it may determine in its sole discretion, without obligation. Life Technologies shall not, during the Term or thereafter, use or seek to register the trademarks or any trademark or trade name similar to or confusing with the Biocept Trademarks, or any translation thereof, in any jurisdiction. Life Technologies agrees that, if Life Technologies at any time obtains, in any jurisdiction, any right, title or interest in any mark, symbol or phrase which shall be identical to, similar to or likely to be confused with any Biocept Trademark or any translation thereof, then Life Technologies shall have acted or shall act as an agent and for the benefit of Biocept for the limited purpose of obtaining such registrations and assigning such registration (and all right, title and interest in such mark, symbol or phrase) to Biocept.

(b) Life Technologies shall be responsible for and bear the expense of any filing, prosecution, maintenance and enforcement of the Life Technologies Trademarks as it may determine in its sole discretion, without obligation. Biocept shall

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not, during the Term or thereafter, use or seek to register the trademarks or any trademark or trade name similar to or confusing with the Life Technologies Trademarks, or any translation thereof, in any jurisdiction. Biocept agrees that, if Biocept at any time obtains, in any jurisdiction, any right, title or interest in any mark, symbol or phrase which shall be identical to, similar to or likely to be confused with any Life Technologies Trademark or any translation thereof, then Biocept shall have acted or shall act as an agent and for the benefit of Life Technologies for the limited purpose of obtaining such registrations and assigning such registration (and all right, title and interest in such mark, symbol or phrase) to Life Technologies.   9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations and Warranties. Each party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of its jurisdiction of incorporation or formation, and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) it is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and the person or persons executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action; (c) this Agreement is legally binding upon it, enforceable in accordance with its terms; and (d) the execution, delivery and performance of this Agreement by it does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

9.2 Biocept Warranties on Assay.

(a) As of the Effective Date, the Assay employs Biocept's most current CTC-based technology, and will be validated for performing CTC enumeration and the detection of the indicated analytes in the Assay on a timeline as agreed by the parties within sixty (60) days of the Effective Date.

(b) Biocept represents and warrants to Life Technologies that: (1) the Assay constitutes an original work of Biocept; and (2) except as previously disclosed to Life Technologies, Biocept is the lawful owner or licensee of all materials used in connection with the development of the Assay, and Biocept has the rights to make, use and sell the Assay, and to allow Life Technologies to use the results of the Technical Component of the Assay to perform the Professional Component of the Assay, and to sell the Assay.

(c) Biocept has full power and authority and has obtained all Third Party consents, approvals, assignments and/or other authorizations required to enter into this Agreement and to carry out its obligations hereunder.

(d) There are no existing contracts, agreements, commitments, proposals, offers, or rights with, to, or in any person to acquire any of the rights under the Assay which would prevent or materially and adversely alter the performance of the obligations hereunder.

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9.3 Third Party Infringement. In the event that the Tests, or any part thereof becomes the subject of any claim, suit or proceeding for infringement of the Intellectual Property Rights of any Third Party, or if the Test, or any part thereof, is held or otherwise determined to infringe any Intellectual Property Rights of any Third Party such that Biocept can no longer perform its obligations under this Agreement, Biocept shall in its sole discretion either: (1) secure for itself and Life Technologies the right to continue using the Test in accordance with Section 8.4; (2) replace or modify the Test to make it non-infringing without degrading its performance or utility; or (3) notify Life Technologies that it will perform neither (1) nor (2), in which case either party shall thereafter have the right to terminate this Agreement immediately upon written notice to the other party. Notwithstanding the foregoing, and subject to Section 8.5, the indemnification rights of Life Technologies with respect to the Tests as set forth in Section 12.2 shall survive such termination.

9.4 Disclaimer. Except as expressly set forth herein, THE TECHNOLOGY, MATERIALS AND INTELLECTUAL PROPERTY RIGHTS PROVIDED BY EACH PARTY HEREUNDER ARE PROVIDED AS IS, AND EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICES.

9.5 Limitation of Liability. NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT OR ANY LICENSE GRANTED HEREUNDER; provided, however, that this Section shall neither (a) apply to any liability for damages arising from breach of any obligations of confidentiality under Article 10, nor (b) limit the indemnification obligations of the parties arising under Article 12 of this Agreement.   10. CONFIDENTIALITY

10.1 Confidential Information. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the parties, each party agrees that, during the Term and for five (5) years thereafter, such party (the Receiving Party) shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose, other than as expressly provided for in this Agreement, any information furnished to it by or on behalf of the other party (the Disclosing Party) pursuant to this Agreement (collectively, Confidential Information). The Receiving Party may use such Confidential Information only to the extent required to accomplish the purposes of this Agreement. The Receiving Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that its, and its Affiliates', employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the Confidential Information. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of the Disclosing Party's Confidential Information.

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10.2 Exceptions. Confidential Information shall not include any information which the Receiving Party can prove by competent evidence: (a) is now, or hereafter becomes, through no act or failure to act on the part of the Receiving Party, generally known or available; (b) is known by the Receiving Party at the time of receiving such information, as evidenced by its written records; (c) is hereafter furnished to the Receiving Party by a Third Party, as a matter of right and without restriction on disclosure; or (d) is independently discovered or developed by the Receiving Party, without the use of Confidential Information of the Disclosing Party, as evidenced by the Receiving Party's written records maintained in the ordinary course of business.

10.3 Authorized Disclosure. Each party may disclose Confidential Information of the other party as expressly permitted by this Agreement, or if and to the extent such disclosure is reasonably necessary in the following instances:

(a) enforcing such party's rights under this Agreement;

(b) prosecuting or defending litigation as permitted by this Agreement;

(c) complying with applicable court orders or governmental regulations;

(d) disclosure to Affiliates, contractors, employees and consultants who need to know such information for the development and commercialization of the Test in accordance with this Agreement, on the condition that any such Third Parties agree to be bound by confidentiality and non-use obligations that are no less stringent than the terms of this Agreement; and

(e) disclosure to Third Parties in connection with due diligence or similar investigations by such Third Parties, and disclosure to potential Third Party investors in confidential financing documents, provided, in each case, that any such Third Party agrees to be bound by reasonable obligations of confidentiality and non-use.

Notwithstanding the foregoing, in the event a party is required to make a disclosure of the other party's Confidential Information pursuant to Section 10.3(b) or Section 10.3(c), it will, except where impracticable, give reasonable advance notice to the other party of such disclosure and use efforts to secure confidential treatment of such information at least as diligent as such party would use to protect its own confidential information, but in no event less than reasonable efforts. In any event, the parties agree to take all reasonable action to avoid disclosure of Confidential Information hereunder.

10.4 Confidentiality of this Agreement. Except as otherwise provided in this Section 10, each party agrees not to disclose to any Third Party the terms of this Agreement without the prior written consent of the other party hereto, except that each party may disclose the terms of this Agreement that are otherwise made public prior to the date of such disclosure or to the extent such disclosure is permitted under Section 10.3.

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10.5 Press Releases; Public Announcements. Neither party shall make a press release or public announcement that includes information relating to the Collaboration without the approval of the other party. At least five (5) days prior to any such press release or public announcement the party proposing to make such press release or public announcement (the Releasing Party) shall provide to the other party a draft copy thereof for its review and approval. The Releasing Party may not distribute such press release or public announcement without obtaining the other party's prior written approval. In addition, the Releasing Party shall, at the other party's request, remove therefrom any Confidential Information of such other party. The contribution of each party shall be noted in all scientific publications or presentations by acknowledgment or co-authorship, whichever is appropriate.   11. TERM AND TERMINATION

11.1 Term. The term of this Agreement will commence on the Effective Date and continue for a period of three (3) years after the Effective Date (the Initial Term). Thereafter, this Agreement can be renewed by mutual written agreement of the parties for successive one (1) year periods (each, a Renewal Term and together with the Initial Term, the Term).

11.2 Termination.

(a) Material Breach. Either party shall have the right to terminate this Agreement before the end of the Term upon written notice to the other party if such other party is in material breach of this Agreement and has not cured such breach within sixty (60) days (the Cure Period) after notice from the terminating party requesting cure of the breach. Any such termination shall become effective at the end of such Cure Period unless the breaching party has cured such breach prior to the end of such Cure Period. Any right to terminate under this Section 11.2(a) shall be stayed and the Cure Period tolled in the event that, during any Cure Period, the party alleged to have been in material breach shall have initiated dispute resolution in accordance with Article 13 with respect to the alleged breach, which stay and tolling shall continue until such dispute resolution procedures have been completed in accordance with Article 13. Nothing herein is intended to prevent either party from seeking immediate equitable or injunctive relief.

(b) Termination for Convenience. Both parties shall have the right to terminate this Agreement at any time, for any or for no reason, upon one hundred twenty (120) days written notice to the other party. In the event a party undergoes a Change of Control Event as defined in Section 14.5, the other party may terminate the Agreement upon thirty (30) days written notice to the party undergoing the Change of Control.

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11.3 Effect of Termination; Surviving Obligations.

(a) Upon any termination or expiration of this Agreement, all licenses granted hereunder shall automatically terminate and revert to the granting party and all other rights and obligations of the parties under this Agreement shall terminate, except as provided in Sections 11.3(b) and 11.4.

(b) Upon termination or expiration of this Agreement, each party will use their best efforts to return to the other party or destroy all tangible copies of the other party's Confidential Information in such party's possession or control and will erase from its computer systems all electronic copies thereof; provided, however, that each party may retain one archival copy of the other party's Confidential Information solely for purposes of monitoring compliance with its obligations under Article 10 hereof.

11.4 Survival. Expiration or early termination of this Agreement shall not relieve either party of any obligation accruing prior to such expiration or termination. In addition, Sections 3.3(g), 4.3, 5.1, 5.2 (to the extent required by law) 9.1, 9.2, 9.3, 9.5, 11.3 and 11.4, and Articles 1, 8, 10, 12, 13 and 14 will survive any expiration or termination of this Agreement.   12. INDEMNIFICATION

12.1 Indemnification by Life Technologies. Life Technologies hereby agrees to defend, indemnify and hold harmless Biocept, its Affiliates and their respective officers, directors, employees, consultants and agents (the Biocept Indemnitees), from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys' fees resulting from any threat, claim, demand, action or other proceeding by any Third Party (Losses) to the extent such Losses arise directly or indirectly out of: (a) the gross negligence or willful misconduct of any Life Technologies Indemnitee (defined below); (b) the material breach by Life Technologies of any warranty, representation, covenant or agreement made by it in this Agreement; or (c) the performance by Life Technologies of the Professional Component; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Biocept Indemnitee or the material breach by Biocept of any warranty, representation, covenant or agreement made by it in this Agreement.

12.2 Indemnification by Biocept. Biocept hereby agrees to defend, indemnify and hold harmless Life Technologies, its Affiliates and their respective officers, directors, employees, consultants and agents (the Life Technologies Indemnitees), from and against any and all Losses to the extent such Losses arise directly or indirectly out of: (a) the gross negligence or willful misconduct of any Biocept Indemnitee; (b) the material breach by Biocept of any warranty, representation, covenant or agreement made by it in this Agreement; or (c) the performance by Biocept of the Technical Component of the Assay or Test; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Life Technologies Indemnitee or the material breach by Life Technologies of any warranty, representation, covenant or agreement made by it in this Agreement.

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12.3 Procedure. In the event a party seeks indemnification under Section 12.1 or 12.2, it shall inform the other party (the Indemnifying Party) of a claim as soon as reasonably practicable after such party (the Indemnified Party) receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 12.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party; in each case, without the prior written consent of the Indemnified Party.

12.4 Insurance. Each party, at its own expense, shall maintain product liability and other appropriate insurance (or self- insure) in an amount consistent with industry standards during the Term and shall name the other party as an additional insured with respect to such insurance. Each party shall provide a certificate of insurance (or evidence of self-insurance) evidencing such coverage to the other party upon request.   13. DISPUTE RESOLUTION

13.1 Dispute Resolution. The parties recognize that disputes as to certain matters may arise from time to time during the Term. The parties shall first submit the dispute to the Joint Steering Committee for resolution in accordance with Section 4.3 hereof. In the event that the Joint Steering Committee is unable to resolve the dispute, the parties shall be entitled to seek relief in a court of competent jurisdiction. Notwithstanding the foregoing, to the full extent allowed by law, either party may bring an action in any court of competent jurisdiction for injunctive relief (or any other provisional remedy) to protect the parties' rights or enforce the parties' obligations under this Agreement pending resolution of any claims related thereto by the Joint Steering Committee.   14. GENERAL PROVISIONS

14.1 Governing Law. This Agreement and any disputes, claims, or actions related thereto shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to the conflicts of law provisions thereof.

14.2 Entire Agreement; Modification. This Agreement, including the Exhibits hereto, is both a final expression of the parties' agreement and a complete and exclusive statement with respect to all of its terms. This Agreement supersedes all prior

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and contemporaneous agreements and communications, whether oral, written or otherwise, concerning any and all matters contained herein. This Agreement may only be amended, modified or supplemented in a writing expressly stated for such purpose and signed by the parties to this Agreement.

14.3 Relationship Between the Parties. The parties' relationship, as established by this Agreement, is solely that of independent contractors. This Agreement does not create any partnership, joint venture or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.

14.4 Non-Waiver. The failure of a party to insist upon strict performance of any provision of this Agreement or to exercise any right arising out of this Agreement shall neither impair that provision or right nor constitute a waiver of that provision or right, in whole or in part, in that instance or in any other instance. Any waiver by a party of a particular provision or right shall be in writing, shall be as to a particular matter and, if applicable, for a particular period of time and shall be signed by such party.

14.5 Assignment. Except as expressly provided hereunder, neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred by either party without the prior written consent of the other party (which consent shall not be unreasonably withheld); provided, however, that either party may assign this Agreement and its rights and obligations hereunder without the other party's consent in connection with the transfer or sale of all or substantially all of the business of such party to which this Agreement relates to a Third Party, whether by merger, sale of stock, sale of assets or otherwise (a Change of Control Event). The rights and obligations of the parties under this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties. Any assignment not in accordance with this Agreement shall be void.

14.6 No Third Party Beneficiaries. This Agreement is neither expressly nor impliedly made for the benefit of any party other than those executing it.

14.7 Severability. If, for any reason, any part of this Agreement is adjudicated invalid, unenforceable or illegal by a court of competent jurisdiction, such adjudication shall not affect or impair, in whole or in part, the validity, enforceability or legality of any remaining portions of this Agreement. All remaining portions shall remain in full force and effect as if the original Agreement had been executed without the invalidated, unenforceable or illegal part.

14.8 Notices. Any notice to be given under this Agreement must be in writing and delivered either in person, by any method of mail (postage prepaid) requiring return receipt, or by overnight courier or facsimile confirmed thereafter by any of the foregoing, to the party to be notified at its address(es) given below, or at any address such party has previously designated by prior written notice to the other. Notice shall be deemed sufficiently given for all purposes upon the earlier of: (a) the date of actual receipt; or (b) if mailed, five calendar days after the date of postmark.

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If to Biocept, notices must be addressed to:

Biocept, Inc. 5810 Nancy Ridge Drive, Suite 150 San Diego, CA 92121 Attention: David Hale Executive Chairman Telephone: (858) 320-8200 Facsimile: (858) 320-8225

If to Life Technologies, notices must be addressed to:

Life Technologies Corp. 5791 Van Allen Way Carlsbad, CA 92008 Attention: David Daly Head of Oncology Telephone: (760) 268-5556

14.9 Force Majeure. Each party shall be excused from liability for the failure or delay in performance of any obligation under this Agreement by reason of any event beyond such party's reasonable control, including but not limited to, Acts of God, fire, flood, explosion, earthquake, or other natural forces, war, civil unrest, any strike or labor disturbance. Such excuse from liability shall be effective only to the extent and duration of the event(s) causing the failure or delay in performance and provided that the party has not caused such event(s) to occur. Notice of a party's failure or delay in performance due to force majeure must be given to the other party within five (5) calendar days after its occurrence. All delivery dates under this Agreement that have been affected by force majeure shall be tolled for the duration of such force majeure. In no event shall any party be required to prevent or settle any labor disturbance or dispute. In the event of a force majeure that persists for thirty (30) days or more, then either party may terminate this Agreement upon written notice to the other party.

14.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original document, and all of which, together with this writing, shall be deemed one and the same instrument.

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IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.

  BIOCEPT, INC.   LIFE TECHNOLOGIES CORPORATION

By: /s/ Michael J. Dunn   By: /s/ David J. Daly

Name: Michael Dunn   Name: David J. Daly

Title: Senior Vice President, Corp. Dev.   Title: Head of Oncology

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Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
answer:
Without limiting the generality of the foregoing, Biocept owns, and Life Technologies acknowledges Biocept's ownership of, (i) the Assay and the Selector technology, and (ii) all Intellectual Property Rights in the Assay and the Selector technology, and Life Technologies agrees that it shall not do or suffer to be done any act or thing or undertake any action anywhere that in any manner might infringe, or impair the validity, scope, or title of Biocept in the Assay, the Selector technology or Intellectual Property Rights owned by Biocept.


question:
Exhibit 10.22 SERVICES AGREEMENT SERVICES AGREEMENT, dated as of April 1, 2019 (the Agreement), between Idan Maimon (Maimon) and Intellisense Solutions, Inc., a Nevada corporation (the Company). WHEREAS, the Company desires to engage Maimon as the Company's Chief Executive Officer (CEO), to provide services to the Company that are ordinarily and customarily performed by a CEO, and Maimon is willing to serve as the CEO and member of the board of directors of the Company, on the terms and conditions set forth below; and WHEREAS, the Company desires Maimon to serve on the Company's Board of Directors. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company and Maimon agree as follows: 1. Services. The Company hereby retains Maimon, and Maimon hereby agrees to make himself available as the Company's CEO, upon the terms and subject to the conditions contained herein. 2. Duties. During the Service Term (as hereinafter defined), the parties agree that Maimon shall serve as the Company's CEO, and shall perform all the duties that are ordinarily and customarily performed by a CEO. 3. Term. Subject to the provisions for termination hereinafter provided, the term of this Agreement shall commence on the date hereof (the Effective Date) and shall continue for a minimum period of 12 months (the Minimum Period) and thereafter upon the mutual agreement of the Company and Maimon (the Service Term). 4. Compensation. In consideration of the services to be rendered by Maimon hereunder and for Maimon's service as a director on the Board of Directors of the Company, the Company will pay Maimon a monthly fee of $1,000 during the Minimum Period, beginning on the Effective Date. 5. Termination. If Maimon should become unable to serve as CEO, or should fail to perform any of the obligations hereunder for any cause including death or disability, always in the sole judgment and decision of the Company, then the Company shall have the right to terminate this agreement on five days prior written notice. Maimon shall have the right to resign at any time upon 30 days prior written notice. The Company may in its discretion and at its option terminate this Agreement at any time after the Minimum Period upon five days prior written notice to Maimon. 6. Reimbursement. The Company will reimburse Maimon for all reasonable pre- approved out-of-pocket expenses incurred in connection with this Agreement. 1





7. Confidential Information. Maimon recognizes and acknowledges that by reason of his retention by and service to the Company, Maimon will have access to certain confidential and proprietary information relating to the Company's business, which may include, but is not limited to, trade secrets, trade know-how, product development techniques and plans, formulas, customer lists and addresses, financing services, funding programs, cost and pricing information, marketing and sales techniques, strategy and programs, computer programs and software and financial information (collectively referred to as Confidential Information). Maimon acknowledges that such Confidential Information is a valuable and unique asset of the Company and covenants that he will not, unless expressly authorized in writing by the Company, at any time use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation except in connection with the performance of his duties for the Company and in a manner consistent with the Company's policies regarding Confidential Information. Maimon also covenants that at any time after the termination of this Agreement, directly or indirectly, he will not use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is in the public domain through no fault of his or except when required to do so by applicable law. All written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into Maimon's possession during the Service Term shall remain the property of the Company. Except as required in the performance of Maimon's duties for the Company, or unless expressly authorized in writing by the Company, Maimon shall not remove any written Confidential Information from the Company's premises, except in connection with the performance of his duties for the Company and in a manner consistent with the Company's policies regarding Confidential Information. Upon termination of this Agreement, Maimon agrees to return immediately to the Company all written Confidential Information (including, without limitation, in any computer or other electronic format) in his possession. 8. Conflicts of Interest, Non-Competition, Non-Solicitation. Maimon agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation inconsistent or incompatible with Maimon's obligations under this Agreement or with the scope of services to be rendered for the Company. Maimon warrants that to the best of Maimon's knowledge, there is no other contract or duty on Maimon's part now in existence inconsistent with this Agreement. During the term of this Agreement and for a period of two (2) years after expiration or termination for any reason of this Agreement, Maimon agrees not to: (a) compete with the business of the Company, whether individually or through any entity, or to use (or permit the use of) any Confidential Information, directly or indirectly, for the purpose of competing with the business of the Company; or (b) suggest to, induce or persuade any customer, client, vendor, supplier, employee, consultant or agent of the Company to terminate or diminish its relationship with the Company.. 9. Waiver of Breach. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach. 10. Binding Effect; Benefits. Neither of the parties hereto may assign its or his rights hereunder without the prior written consent of the other party hereto, and any such attempted assignment without such consent shall be null and void and without effect. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, permitted assigns, heirs and legal representatives. 2





11. Entire Agreement; Amendments. This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification or discharge is sought. 12. Severability. The invalidity of all or any part of any provision of this Agreement shall not render invalid the remainder of this Agreement or the remainder of such provision. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. 13. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the law of the State of New York without giving effect to the principles of conflicts of law thereof. The parties hereto each hereby submits herself or itself for the sole purpose of this Agreement and any controversy arising hereunder to the exclusive jurisdiction of the state courts in the State of New York. 14. Headings. The headings herein are inserted only as a matter of convenience and reference, and in no way define, limit or describe the scope of this Agreement or the intent of the provisions thereof. 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures evidenced by facsimile transmission will be accepted as original signatures. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written. /s/ Oded Gilboa INTELLISENSE SOLUTIONS, INC. Oded Gilboa, CFO 3 
Question: Highlight the parts (if any) of this contract related to Anti-Assignment that should be reviewed by a lawyer. Details: Is consent or notice required of a party if the contract is assigned to a third party?
answer:

Neither of the parties hereto may assign its or his rights hereunder without the prior written consent of the other party hereto, and any such attempted assignment without such consent shall be null and void and without effect.