TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
PROBLEM: DIGITAL CINEMA DESTINATIONS CORP.     NETWORK AFFILIATE AGREEMENT     THIS NETWORK AFFILIATE AGREEMENT (this Agreement) is made as of this 14th day of March, 2011 by and between National CineMedia,  LLC, a Delaware limited liability company (NCM), and Digital Cinema Destinations Corp., a Delaware corporation (Network Affiliate and with  NCM, each a Party and collectively, the Parties).     BACKGROUND     WHEREAS, NCM operates a Digital Content Network of proprietary and third-party hardware and software pursuant to which the  Service may be digitally transmitted to equipment and facilities installed in, and displayed on movie screens, video display terminals and similar  equipment located in, movie theatres or other high traffic retail establishments, as further described herein;     WHEREAS, Network Affiliate owns and operates a theatre circuit with a patron base in excess of 400,000 patrons; and     WHEREAS, both Network Affiliate and NCM want to expand NCM's advertising footprint in the markets served by Network Affiliate;  and     WHEREAS, NCM and Network Affiliate want to enter into a strategic alliance under which NCM will provide the Service to Network  Affiliate, and Network Affiliate will accept and display the Service in its theatres, all on the terms set forth herein.     NOW, THEREFORE, in consideration of the premises and mutual covenants in this Agreement, and for other good and valuable  consideration, the receipt and sufficiency of which are hereby expressly acknowledged, and, intending to be legally bound hereby, the Parties  agree as follows:     ARTICLE I  DEFINITIONS     The following terms shall have the following meanings:     Advertising Revenue Share has the meaning assigned to it in Section 7.1.     Advertising Services means the advertising and promotional services (including the Digital Content Service, the Digital Carousel, the  Traditional Content Program, Lobby Promotions and Event Sponsorships) as described in Part A of Exhibit A.     Base Amount has the meaning assigned to it in Section 7.2.     Beverage Agreement means that certain Beverage Agreement, Pepsi dated January 1, 2011.       1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Branded Slots has the meaning assigned to it in Section 3.6(b).     Change of Control has the meaning assigned to it in Section 14.8.     Confidential Information means any and all technical and non-technical information of or related to either Party, including, without  limitation, proprietary information, know-how, the NCM Property and Derived Works, and information related to or regarding either Party's  research and development, finances, suppliers, customers, business forecasts, and marketing plans, in whatever form disclosed or made available.  Confidential Information does not include information which: (i) the recipient can demonstrate was already known to it at the time of its receipt  hereunder; (ii) is or becomes generally available to the public other than by means of the recipient's breach of its obligations under this  Agreement; (iii) is independently obtained from a third party whose disclosure violates no duty of confidentiality; or (iv) is independently  developed by or on behalf of the recipient without use of or reliance on any Confidential Information furnished to it under this Agreement.     Costs has the meaning assigned to it in Section 10.1.     Derived Works has the meaning assigned to it in Section 12.2.     Digital Carousel means a loop of slide advertising with minimal branding and entertainment content which (i) is displayed before the  Pre-Feature Program in Digitized Theatres via the Digital Content Network and (ii) is displayed before the Traditional Content Program in Non- Digitized Theatres via a non-digital slide projector.     Digital Cinema Services means services related to the digital playback and display of feature films at a level of quality commensurate  with that of 35 mm film release prints that include high-resolution film scanners, digital image compression, high-speed data networking and  storage, and advanced digital projections.     Digital Content Network means a network of Equipment and third-party equipment and other facilities which provides for the  electronic transmission of digital content, directly or indirectly, from a centrally-controlled location to Theatres, resulting in the on-screen  exhibition of such content in such Theatres, either in Theatre auditoriums or on Lobby Screens.     Digital Content Service means the Pre-Feature Program, Policy Trailer and the Video Display Program.     Digitized Theatres means all Theatres that are connected to the Digital Content Network as of the Effective Date and all Theatres that  subsequently connect to the Digital Content Network, as of the date such connection is established.     Dispositions has the meaning assigned to it in Section 2.6.     Effective Date has the meaning assigned to it in Section 3.1.     Equipment means (a) the equipment and cabling which is necessary to schedule, distribute, play, reconcile and otherwise transmit and  receive transmission of the Digital Cinema Service, known as small d Equipment; and (b) the equipment and cabling which is necessary to  schedule, distribute, play, reconcile and otherwise transmit and receive transmission of the Digital Cinema Service, known as Big D Equipment.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Excluded Theatres has the meaning assigned to it in Section 3.10(a).     Exclusivity Exceptions has the meaning assigned to it in Section 6.1.     Flight has the meaning assigned to it in Section 3.2(a).     IMAX Screens has the meaning assigned to it in Section 3.10(b).     Infringement has the meaning assigned to it in Section 11.2.     Initial Term has the meaning assigned to it in Section 8.1.     Inventory means any advertising or other content.     Lobby Screen means a plasma, LED or other type of screen displaying digital or recorded content that is located inside a Theatre and  outside the auditoriums, or any other type of visual display mechanism that replaces such a screen.     Lobby Promotions has the meaning assigned to it in Part A of Exhibit A.     Marketing Materials has the meaning assigned to it in Section 5.3(a).     Minimum Fee has the meaning assigned to it in Section 7.2.     NCM has the meaning assigned to it in the preamble of this Agreement.     NCM Equipment has the meaning assigned to it in Section 2.3.     NCM Marks means the trademarks, service marks, logos, slogans and/or designs of NCM, each as identified on Exhibit C, in any and  all forms, formats, and styles.     NCM Property has the meaning assigned to it in Section 12.1.     NCM Quality Standards has the meaning assigned to it in Section 5.3(a).     Net Revenue has the meaning assigned to it in Section 7.1(b).     Network Affiliate has the meaning assigned to it in the preamble of this Agreement.     Network Affiliate Marks means the trademarks, service marks, logos, slogans and/or designs of Network Affiliate, each as identified  on Exhibit C, in and any and all forms, formats, and styles, and including the Brand.     Network Affiliate Quality Standards has the meaning assigned to it in Section 5.4(c).



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Non-Digitized Theatres means Theatres that are not Digitized Theatres.     Party or Parties has the meaning assigned to it in the preamble of this Agreement.     Play List has the meaning assigned to it in Section 3.2(a).     Policy Trailer has the meaning assigned to it in Section 3.6(a).     Point-of-Sale Information has the meaning assigned to it in Section 5.1.     Pre-Feature Program means a program of digital content of between twenty (20) and thirty (30) minutes in length which is distributed  by NCM through the Digital Content Network for exhibition in Digitized Theatres prior to Showtime, or distributed non-digitally by some other  means, including DVD, for exhibition prior to Showtime in Non-Digitized Theatres.     Renewal Term has the meaning assigned to it in Section 8.1.     Representatives has the meaning assigned to it in Section 10.1.     Service means the Advertising Services and the Video Display Program.     Showtime means the advertised showtime for a feature film.     Software means the proprietary software owned and/or licensed by NCM or its affiliates and which is installed on the Equipment and  used in connection with delivery of the Service.     Term has the meaning assigned to it in Section 8.1.     Territory means the United States of America, its territories and possessions.     Theatre Advertising means advertisement of one or more of the following activities associated with operation of the Theatres: (A)  Network Affiliate's gift cards, loyalty programs and other items related to Network Affiliate's business in the Theatres (other than film related) and  (B) events presented by Network Affiliate. Additionally, Theatre Advertising shall include advertising, marketing and promotion of a local radio  station or stations (but with no mentions or promotions of any third party) with which Network Affiliate has entered into a barter transaction for  advertising of one or more of the Theatres by the radio station(s) in exchange solely for advertising the radio station or stations in one or more of  the Theatres, entered into for the purpose of generating increased attendance at the Theatres (the Strategic Program). Such advertising for the  Strategic Program may be placed in the Branded Slots, in Network Affiliate's slides exhibited in the Digital Carousel and in that portion of the Video  Display Program to which Network Affiliate has access for advertising (but for no more than one minute of time for every 30 minutes of Video  Display Program advertising). Strategic Programs may not be made on an exclusive basis. No more than one Strategic Program may be run in any  Theatre at any time.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Theatres means the individual Network Affiliate theatres listed on Exhibit B, as such list may be modified from time to time.     Traditional Content Program means advertising and other promotional content which is displayed on 35 mm film before Showtime.     Trailer means a promotion secured by Network Affiliate (which retains the exclusive rights to so secure for all of its Theatres) for a  feature film that is distributed by the distributor of the feature film for exhibition in the Theatres after Showtime.     Video Display Program means a program of digital content shown on Lobby Screens which is distributed by NCM through the Digital  Content Network for exhibition in Digitized Theatres, and non-digitally by some other means, including DVD, for exhibition in Non-Digitized  Theatres.     ARTICLE II  EQUIPMENT     Section 2.1 Equipment Purchase.     (a) Traditional. For those theatres listed on Exhibit B not equipped for Digital Content Service, NCM will promptly install a non- digital slide projector in each auditorium necessary to exhibit the Traditional Content Program.     (b) small d. Not later than six (6) months after NCM shall first deliver the Service to the Theatres, NCM will acquire the small d  Equipment and shall install such Equipment in the Network Affiliate Theatres indentified on Exhibit B, but NCM shall not be obligated to spend  more than $9,000 per screen. The cost of such small d Equipment shall be paid 100 percent (100%) by NCM. The type of equipment and technology  for such connectivity shall be at NCM's discretion.     (c) Big D. Network Affiliate, may at any time in its sole and absolute discretion, convert any of the Theatres so that Digital  Cinema Services can be provided, using technology commonly known Big D technology. Network Affiliate shall purchase or lease and shall install  such Big D Equipment in the Network Affiliate Theatres. The cost of such Big D Equipment shall be paid 100 percent (100%) by Network Affiliate.  The type of equipment and technology for such connectivity shall be subject to NCM's approval which shall not be unreasonably withheld,  conditioned or delayed.     Section 2.2 Operational Costs. All costs associated with Network Affiliate's use of the Equipment, including the cost of electricity,  telephone lines and the like, will be borne exclusively by Network Affiliate.     Section 2.3 Ownership of small d Equipment. NCM will own the small d Equipment it has purchased pursuant to Section 2.1(b) (the  NCM Equipment). NCM shall depreciate the cost of the NCM Equipment on a calendar quarterly basis, provided that the method used will result  in full depreciation at the end of the five-year period commencing on the Effective Date. Upon expiration or termination of the Agreement for any  reason, Network Affiliate shall pay NCM the value of the NCM Equipment, if any, that remains on NCM's financial statements as of the time of  such expiration or termination. Upon payment of such amount to NCM by Network Affiliate at the time of such expiration or termination, NCM's  ownership interest in the NCM Equipment will transfer to Network Affiliate.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 2.4 Ownership of Big D Equipment. Network Affiliate will own the Big D Equipment it has purchased or leased pursuant to  Section 2.1(c) (the Network Affiliate Equipment) and NCM disclaims any ownership interest, rights or liens in the Network Affiliate Equipment.     Section 2.5 Installation. Except as otherwise provided herein, NCM and/or its subcontractors shall be solely responsible for the  installation of all Equipment purchased pursuant to Section 2.1(a) or 2.1(b), and any Equipment necessary for connectivity under Section 2.1(c), as  well as for ancillary services such as software integration. The cost of such installation, including, without limitation, outside labor costs and out- of-pocket costs (whether payable to outside labor or incurred by employees and paid to third parties), shall be deemed capital investment costs  and shall be paid for one hundred percent (100%) by NCM. NCM shall use commercially reasonable efforts to install the Equipment in a manner  reasonably calculated not to disrupt Network Affiliate's operations, on such schedule as is reasonably determined by NCM from time to time and  reasonably agreed to in advance by Network Affiliate. Network Affiliate shall be solely responsible for obtaining any consents required for the  installation or use of any Equipment at any Theatre, including without limitation, governmental and landlord consents. Any relocation or  repositioning of any Equipment installed in any Theatre shall be performed only upon prior consultation with NCM. NCM and its subcontractors  shall at all times be provided reasonable access to the Theatres, as required to install the Equipment according to the installation rollout schedule,  and otherwise as reasonably necessary to perform its obligations and/or enforce its rights under this Agreement. Network Affiliate shall use  commercially reasonable efforts to ensure that all Equipment delivered to any Theatre or otherwise in the possession, custody or control of  Network Affiliate is secure and not accessible by authorized third parties.     Section 2.6 Dispositions and Additions of Theatres.     (a) Dispositions. Network Affiliate shall use commercially reasonable efforts to provide NCM at least six (6) months advance  written notice (or such lesser time for notice as may be practicable based upon the date of execution of the agreement for such disposition and the  disposition date) of the sale or other disposition of a Theatre, the loss of any Theatre lease, or its desire to permanently discontinue delivery of the  Service to a Theatre (collectively, a Disposition). Subject to the provisions of Section 2.3 with respect to transfer of title to NCM Equipment, at  least thirty (30) days prior to any Disposition, NCM shall be permitted to enter the affected Theatre(s) and remove any NCM Property. Except in  connection with a Disposition, Network Affiliate shall not be permitted to permanently discontinue Service to any Theatre without the prior written  consent of NCM, which consent will not be unreasonably withheld, conditioned or delayed. The costs of removal of NCM Equipment from any  Theatre to which Service has been permanently discontinued shall be borne by Network Affiliate.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (b) Acquisitions. Any Network Affiliate theatre built or acquired following the Effective Date shall, upon mutual agreement of  the parties, become a Theatre, and the capital costs of equipping all such new Theatres to receive the Service shall be as mutually agreed.     Section 2.7 Training. Network Affiliate agrees to permit NCM to provide training services to Network Affiliates' support staff and  customer service and other employees and agents. Network Affiliate shall cause its employees to attend such training and to follow the  instructions given by NCM in such training as well as in follow-up instructions, guidelines and manuals of any kind provided to Network Affiliate  by NCM.     ARTICLE III  DELIVERY OF THE SERVICE     Section 3.1 Transmission of the Service. On the Effective Date (the date on which NCM first provides the Service to the Theatres) NCM  shall provide all aspects of the Service to Network Affiliate and Network Affiliate shall exhibit and otherwise participate in such aspects of the  Service, on the terms and conditions set forth herein. During the Term, all Theatres will participate in the Service as either Digitized Theatres or  Non-Digitized Theatres. The Parties contemplate that the Effective Date will be on or about __________________________.     (a) Digitized Theatres. As of the Effective Date and during the Term, pursuant to the terms of Section 3.2, NCM will provide the  following Services to the Digitized Theatres, and all Digitized Theatres will participate in (i) the Digital Carousel during the period beginning after  the preceding feature film (or, in the case of the first feature film of the day, beginning after the opening of the auditorium doors for that film) until  the beginning of the Pre-Feature Program, (ii) the Pre-Feature Program, (iii) the Policy Trailer and (iv) the Video Display Program.     (b) Non-Digitized Theatres. As of the Effective Date and during the Term, pursuant to the terms of Section 3.2, NCM will provide  the following Services to the Non-Digitized Theatres, and all Non-Digitized Theatres will participate in (i) the slide carousel during the period  beginning after the preceding feature film (or, in the case of the first feature film of the day, beginning after the opening of the auditorium doors for  that film) until the beginning of the Traditional Content Program, (ii) the Traditional Content Program, (iii) the Policy Trailer and (iv) the Video  Display Program, but with respect to participation of Non-Digitized Theatre's participation in the Video Display Program, only to the extent that a  Non-Digitized Theatre has at least one Lobby Screen and has the requisite equipment necessary to participate in the Video Display Program. No  Non-Digitized Theatre will be obligated to participate in, nor will NCM be obligated to provide to any Non-Digitized Theatre, the Pre-Feature  Program.     (c) Lobby Promotions. NCM shall provide Lobby Promotions to Theatres and Theatres shall participate in Lobby Promotions as  described in Section 3.3.     (d) Conversion of Theatres. No Digitized Theatre shall become a Non-Digitized Theatre without the mutual agreement of  Network Affiliate and NCM.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 3.2 Content and Distribution of the Digital Content Service and Traditional Content Program.     (a) Distribution. On the Effective Date, NCM will commence distribution of the Digital Carousel, the Digital Content Service and  the Traditional Content Program to the Digitized Theatres and Non-Digitized Theatres, all as set forth above in Section 3.1. With respect to  Digitized Theatres, content shall be distributed through the Digital Content Network, via either NCM's satellite network or by NCM's or Network  Affiliate's landline network. Each of the Pre-Feature Program and the Video Display Program shall consist of Inventory comprising a single play list  (Play List). The Play List will be refreshed during the Term when and as determined by NCM but not less frequently than 12 times per year (each  a Flight).     (b) Pre-Feature Program. As of the Effective Date, the Pre-Feature Program shall consist of four (4) or more elements, including:  (i) commercial advertising; (ii) promotions for the Network Affiliate brand (including the Branded Slots), Concessions sold and services used by  Network Affiliate and other products and services in accordance with Section 3.6; (iii) interstitial content; and (iv) other entertainment  programming content which, while promotional of businesses or products, shall be primarily entertaining, educational or informational in nature,  rather than commercially inspired.     (c) Video Display Program. The elements of the Video Display Program shall be, generally, the same as those for the Pre-Feature  Program, and will include the Branded Slots. NCM specifically agrees that the Video Display Program will contain only material that has received,  or had it been rated would have received, an MPAA G or PG rating. Lobby Screens displaying the Video Display Program shall be located in  areas of Theatres of NCM's choosing (subject to Network Affiliate's reasonable consnent and operational constraints and provided relocation of  existing Lobby Screens is not required). Network Affiliate is obligated to provide a location for at least one Lobby Screen per Digitized Theatre  with ten or fewer screens, two Lobby Screens per Digitized Theatre with eleven to twenty screens and three Lobby Screens per Digitized Theatre  with more than twenty screens; provided, however, that Network Affiliate shall have no obligation to increase the number of Lobby Screens in any  Theatre that has at least one Lobby Screen that is capable of receiving the Video Display Program as of the Effective Date.     Section 3.3 Delivery of Lobby Promotions. On the Effective Date, NCM will make available to the Theatres the Lobby Promotions, and  Network Affiliate will accept such Lobby Promotions on the terms and conditions set forth herein.     (i) The Inventory of Lobby Promotions for each Theatre that Network Affiliate agrees to display pursuant to this  Agreement is set forth in Exhibit A-1. NCM may provide additional Lobby Promotions, subject to approval by Network Affiliate. NCM will take all  other actions necessary and prudent to ensure the delivery of Lobby Promotions as required under the terms hereof. NCM will inform Network  Affiliate of the length of time that Lobby Promotions and additional Lobby Promotions, if any, are to be displayed.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (ii) NCM covenants and agrees that Lobby Promotions provided pursuant to this Agreement will conform to all  standards and specifications of which Network Affiliate provides NCM reasonable notice during the Term, including without limitation standards  and specifications with respect to manufacturers and suppliers, sizing (e.g., cup and popcorn tub sizing), timing of delivery of concession supplies  to Theatres, reimbursement of incremental costs (e.g., cups, floor mats, plates) and the like. Lobby Promotions (i) will contain only material that has  received, or had it been rated would have received, an MPAA G or PG rating, (ii) that the only type of sampling that will be permitted is exit  sampling, (iii) to refrain from distributing chewing gum as part of any Lobby Promotion, other than attended sampling as patrons are exiting the  Theatre, (iv) not to permit a Lobby Promotion that would distribute or sample any item that is the same as or substantially similar to any item sold  at the Theatre's concession stand and (v) not to permit a Lobby Promotion involving fund raising on Theatre property.     (iii) NCM will be responsible for all costs and expenses associated with sourcing, production, delivery and execution of  Lobby Promotions to the Theatres, including incremental costs actually incurred by the Theatres in connection with Lobby Promotions. In its  discretion, Network Affiliate may make employees available to assist in Lobby Promotions requiring exit sampling; provided that NCM shall  reimburse Network Affiliate for the employees' time used to conduct the exit sampling at their customary wage.     Section 3.4 Content Standards. The Parties agree that (unless mutually agreed by the Parties with respect to clauses (i), (iii), (iv), (v) or  (vi)) all content within the Service will not contain content or other material that: (i) has received, or had it been rated would have received, an  MPAA X or NC-17 rating (or the equivalent), (ii) promotes illegal activity, (iii) promotes the use of tobacco, sexual aids, birth control, firearms,  weapons or similar products; (iv) promotes alcohol, except prior to R-rated films in the auditorium; (v) constitutes religious advertising (except  on a local basis, exhibiting time and location for local church services); (vi) constitutes political advertising or promotes gambling; (vii) promotes  theatres, theatre circuits or other entities that are competitive with Network Affiliate's theatre operating business or NCM; or (viii) otherwise  reflects negatively on Network Affiliate or adversely affects Network Affiliate's attendance as determined in Network Affiliate's reasonable  discretion. Additionally, the service will not contain any material that depicts or advertises products competitive to the Beverage Agreement  (except as an incidental product placement in content not created by NCM). Network Affiliate may, without liability, breach or otherwise, prevent  and/or take any other actions with respect to the use or distribution of content that violates the foregoing standards; provided, that with respect  to this Section 3.4(viii), Network Affiliate may opt out of such advertising only with respect to Theatres in the geographic locations identified,  which may include all of Network Affiliate's Theatres. If the Digital Content Service contains any content that violates the foregoing standards,  NCM will use commercially reasonable efforts to remove such content as soon as reasonably practical. If NCM fails to remove such content within  a reasonable time, Network Affiliate may discontinue the Digital Content Service in such auditoriums where such content is shown until the  violating content is removed and shall have no liability for such discontinuation. If any other elements of the Service contain any content that  violates the foregoing standards, NCM shall at Network Affiliate's request, or Network Affiliate acting on its own behalf may, upon giving written  notice to NCM, remove such content immediately.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 3.5 Development of the Program. All operational costs associated with NCM's procurement, preparation and delivery of the  Service (including Inventory and other promotional materials as provided herein) to the Theatres shall be borne exclusively by NCM. Except as  provided herein, all in-Theatre operational costs associated with Network Affiliate's receipt and exhibition of the Service within the Theatres shall  be borne exclusively by Network Affiliate. NCM will provide at its own expense all creative and post-production services necessary to ingest,  encode and otherwise prepare for distribution all other on-screen Inventory as part of the Digital Content Service. All on-screen Inventory  provided by Network Affiliate for inclusion in the Digital Content Service must (i) be submitted to NCM for review for compliance with (ii) and (iii)  below as NCM may reasonably request, but in any event at least twenty (20) business days before scheduled exhibition (unless otherwise  previously approved by NCM), (ii) satisfy the content restrictions enumerated in Section 3.4, and (iii) be fully produced in accordance with NCM's  technical specifications as promulgated by NCM from time to time (all as provided in written or electronic form to Network Affiliate), ready for  exhibition, as well as in accordance with applicable NCM commercial standards and operating policies, and all applicable federal, state and local  laws and regulations. Any Inventory provided by Network Affiliate for review and approval by NCM need not, once approved by NCM, be  resubmitted by Network Affiliate for approval in connection with any future use.     Section 3.6 Policy Trailer; Branded Slots.     (a) Policy Trailer. The policy trailer will be (i) up to 60 seconds, (ii) exhibited in the Theatres after Showtime, (iii) be customized to  include the name of the Network Affiliates Theatre business and (iii) used to feature content relating to Theatre policy and operations, and may  include (w) a policy service announcement that promotes appropriate theatre behavior, (x) promotions of Network Affiliate Concessions, (y) upon  prior written approval of Network Affiliate, other promotional materials of third-party products for which NCM sells advertising and is paid a fee  (the Policy Trailer). All costs associated with producing the Policy Trailer shall be borne by Network Affiliate.     (b) Branded Slot. The Digital Content Service will feature (i) up to two (2) minutes for Theatre Advertising (the Branded Slots)  in each Play List. Each Branded Slot may only exhibit Theatre Advertising. NCM is required to include no less than forty-five (45) seconds of  Branded Slots within the final fifteen (15) minutes of the Play List, fifteen (15) seconds of which shall be included within the final eleven (11)  minutes of the Play List; provided, that NCM may begin these Branded Slots up to one minute earlier when NCM expands the amount of  advertising units that follow these Branded Slots through the sale of additional advertising to third parties.     (c) Restrictions. Other than as permitted in Sections 3.6(a) or (b), neither the Policy Trailer nor the Branded Slot will not include  third-party advertising and/or third-party mentions for products and services, without NCM's prior written approval.     Section 3.7 Cooperation and Assistance. The Parties agree that the effectiveness and quality of the Service as provided by NCM are  dependent on the cooperation and operational support of both Parties.     (a) Network Affiliate agrees that it (and each of the Theatres) shall at all times during the Term provide NCM, at Network  Affiliate's own cost except as otherwise provided in this Agreement, with the following:



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   (i) internal resources and permissions as reasonably required to effectuate delivery of the Service, including without  limitation projection and sound technicians and other employees to assist with NCM Equipment installation and Digital Content Service  transmission;     (ii) unless unavailable, 24 (hour) by 7 (day) real time access via Network Affiliate's network assets in conformity with  Network Affiliate's network use and security policies (provided in advance to NCM and consistently applied with respect to other Network  Affiliate service providers) to the in-Theatre software and hardware components of the Digital Content Network, so that NCM can monitor the  distribution and playback of the Service and the Parties will reasonably cooperate to ensure that corrections or changes are made as required to  deliver the Service;     (iii) detailed playback information in a form, whether electronic or hard copy, and at such times as either Network  Affiliate or NCM shall reasonably request;     (iv) prompt notification of reception, playback or other technical problems associated with receipt of the Service;     (v) the results of quality audits performed by Network Affiliate periodically during the Term upon NCM's request and  at its direction to confirm playback compliance;     (vi) adequate opportunities to train Network Affiliate personnel, as provided in Section 2.7;     (vii) attendance data film-by-film, rating-by-rating and Theatre-by-Theatre for all Theatres, in an electronic form and in a  format agreed by the Parties, at such times as are consistent with Network Affiliate's internal reporting systems but in any event at least weekly;     (viii) at such times as NCM shall reasonably request but no more often than on a quarterly basis, a list of all Theatres,  including (i) identification of which Theatres are Digitized Theatres, (ii) the number of screens at each Theatre, and (iii) identification of any  Theatres that are not equipped with at least one Lobby Screen to display the Video Display Program; and     (ix) such other information regarding the Services as NCM may reasonably request from time to time;     (b) For the avoidance of doubt, information made available subject to this Section 3.7 shall be subject to the provisions of  Section 13.1 (Confidential Treatment). Network Affiliate agrees to be included in any compliance reporting NCM provides to its advertisers and  other content providers for proof of performance.     (c) NCM and Network Affiliate shall use commercially reasonable efforts to ensure that the Digital Content Network will be  integrated with any network for the delivery of Digital Cinema Services such that the Services can be delivered over such network.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 3.8 Trailers. Trailers that are exhibited in the Theatres shall not include the exhibition or display of any trademark, service mark,  logo or other branding of a party other than the film studio(s), distributor(s), production company(ies); provided, however, Trailers may include  incidental images of products or services which appear in the motion picture (e.g., product placements).     Section 3.9 Customer Access to Pre-Feature Program. Network Affiliate shall use its reasonable efforts to provide audiences access to  the Theatre auditorium for the Pre-Feature Program or Traditional Content Program, as applicable.     Section 3.10 Excluded Theatres; IMAX Screens.     (a) Excluded Theatres. Network Affiliate shall have the right to designate art house and draft house theatres that for purposes of  this Agreement shall be Excluded Theatres. The list of Excluded Theatres identified as of the Effective Date is set forth on Exhibit D. Network  Affiliate shall provide written or electronic notice to NCM, in the form specified by NCM, each time there is a change in its list of Excluded  Theatres. Excluded Theatres shall not be deemed Theatres for purposes of this Agreement. Excluded Theatres will not receive Advertising  Services. Excluded Theatres will not be considered for purposes of the calculation of Advertising Revenue Share. Notwithstanding the foregoing,  Excluded Theatres will be subject to the exclusivity obligations of Network Affiliate, as set forth in Section 6.1, to the same extent as a Theatre  hereunder. With respect to any Theatre subsequently designated as an Excluded Theatre, the parties will negotiate in good faith terms for the  discontinuation of delivery of the Service to such Excluded Theatre.     (b) IMAX Screens. All Theatre screens dedicated to the exhibition of films using IMAX technology shall be deemed IMAX  Screens. IMAX Screens will not receive, and Network Affiliate will have no duty to exhibit on any IMAX Screen, the Digital Carousel, the Pre- Feature Program or the Traditional Content Program; provided however, that Network Affiliate may elect to exhibit the Digital Carousel, the Pre- Feature Program or the Traditional Content Program on its IMAX Screens in its sole discretion. Notwithstanding the foregoing, all IMAX Screens  will be subject to the exclusivity obligations of Network Affiliate, as set forth in Section 6.1 to the same extent as a Theatre hereunder. Network  Affiliate will provide NCM prompt written notice of any additions to or deletions from its list of IMAX Screens, which list appears on Exhibit D.  Network Affiliate shall provide written or electronic notice to NCM, in the form specified by NCM, each time there is a change in its list of IMAX  Screens.     Section 3.11 Grand Openings; Employee Uniforms. Notwithstanding anything herein to the contrary, Network Affiliate shall not be  prohibited from: (i) promoting the grand opening of a Theatre or an Excluded Theatre, provided such promotional activity (x) may occur only for  the thirty (30) day period immediately preceding the opening of the theatre to the general public through the thirty (30) day period immediately  following the opening of the theatre to the general public, and (y) includes local advertising of such opening in exchange for the advertising of  local businesses only, provided any on-screen advertising related thereto shall be subject to availability of on-screen Inventory and limited to one  (1) advertisement thirty (30) seconds in length; and (ii) allowing advertising for the supplier of Network Affiliate employee uniforms to appear on  such uniforms, provided that not more than two individual instances of such advertising ,may appear on any such uniform at any one time.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 3.12 License. NCM hereby grants to Network Affiliate at no cost a limited, non-exclusive, non-transferable, non-sublicenseable,  royalty-free license in the Territory during the Term only to receive, store, convert or otherwise manage, display and exhibit the Service on the  Equipment at Theatres solely in connection with its performance of and subject to all of the terms and conditions of this Agreement. Network  Affiliate may not materially alter the Service or otherwise exhibit the Service in a manner resulting in a material change in an average viewer's  perception of the Service or any Service content, nor may Network Affiliate use or make the Service available for any purpose, at any location, or in  any manner not specifically authorized by this Agreement, including without limitation recording, copying or duplicating the Service or any  portion thereof. Network Affiliate shall at all times use the NCM Equipment and the Service in accordance with such policies and procedures of  NCM as NCM may reasonably impose from time to time. Each party shall be solely responsible for obtaining and providing all rights, licenses,  clearances and consents necessary for the use of any content it provides, or that is prepared or provided on its behalf, as contemplated herein,  except as may otherwise be agreed by the parties in writing; provided, however, that, notwithstanding anything herein that might be construed to  the contrary, NCM shall not be obligated to provide any right, license, clearance or consent necessary to permit the public exhibition of music in  the Theatres (except with respect to background music provided by NCM or its affiliates).     ARTICLE IV  MAINTENANCE AND SUPPORT; MAKE GOODS     Section 4.1 Maintenance Obligation.     (a) At any time that NCM Equipment is installed in any Theatre, Network Affiliate shall use its reasonable efforts to ensure there  is no loss or damage to such NCM Equipment as a result of the standard or foreseeable operations of the Theatres, and to prevent piracy or other  theft of inventory exhibited through the use of the NCM Equipment or otherwise in its possession or control. Network Affiliate further agrees to  keep all NCM Equipment, including without limitation video display terminals, clean, and to promptly notify NCM if any NCM Equipment is not  functioning properly. For any NCM Equipment located in Theatres or otherwise in Network Affiliate's possession or control, Network Affiliate  shall be responsible for any loss, theft or damage of or to NCM Equipment to the extent attributable to the negligence or wrongdoing of Network  Affiliate.     (b) Subject to the foregoing, NCM and/or its subcontractors shall keep and maintain Equipment installed in the Theatres in good  condition and repair. Network Affiliate shall provide NCM and/or its subcontractor's access to the Equipment and such other support services as  NCM and/or its subcontractors reasonably require to provide, or have provided, installation, maintenance and repair services as required  hereunder. Network Affiliate further agrees to require Theatre operations personnel to perform, at NCM's direction, reasonable basic daily  verification of on-screen performance (including written confirmation of on-screen image and audio clarity). More detailed quality audits may be  performed by NCM personnel. NCM will provide Network Affiliate copies of all audit report reconciliations.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 4.2 Software Support. Provided that Network Affiliate is not in breach of this Agreement, NCM shall make available to Network  Affiliate at no cost pursuant to the terms of the license in Section 5.1 below all Software updates and upgrades to the extent such updates and  upgrades have been or are being made generally commercially available by NCM. Unless otherwise agreed to in writing by NCM, Network Affiliate  shall not permit any third party to perform or provide any maintenance or support services with respect to the Digital Content Network or the  Software.     Section 4.3 Service Level Agreement. Network Affiliate agrees to take all actions during the Term that are within its control and  reasonably necessary to permit delivery of the Service to the Theatres as contemplated by this Agreement.     Section 4.4 Make Goods. In the event either Party fails to satisfy its obligation or other agreement to provide Inventory, the Inventory  provided by either Party deviates from the standards imposed under this Agreement, or Inventory is not transmitted or exhibited as part of the  Service due to the inadvertence, negligence or fault of either Party (as may result, for example, from the failure by either party to supply or maintain  equipment or other technology necessary for transmission of the Service as required hereunder), then the Party not at fault may, as its sole and  exclusive remedy therefor, require that the other Party, at its sole expense, deliver make goods sufficient to achieve the level of Inventory  content impressions which would have occurred but for the inadvertence, negligence or fault of the other Party. The parties agree that this  exclusive remedy is essential to the smooth operation of the Service and the consistent performance of the parties under this Agreement. The type  and placement of make goods shall be as mutually agreed, it being the intent of the parties that the value of the make goods shall be substantially  the same as that which the party not at fault would have ordinarily received under this Agreement. All make goods shall be provided in the Theatre  in which the corresponding Inventory would have been exhibited.     ARTICLE V  INTELLECTUAL PROPERTY     Section 5.1 Software License. Subject to the terms and conditions of this Agreement, NCM hereby grants to Network Affiliate, and  Network Affiliate hereby accepts, a non-exclusive, non-transferable, non-sublicenseable, royalty-free limited license to the object code version of  the Software on Equipment at Theatres solely for the limited purpose of performing this Agreement. The parties agree that, as part of the set-up  services NCM will establish one or more connections between the Software and Network Affiliate's point-of-sale software and such other software  of Network Affiliate as is required to deliver the Service. The parties agree that NCM will have real-time access through the connections to  Network Affiliate's point-of-sale software to Network Affiliate's ratings, show-time, and attendance information, as shall be mutually determined  by the parties (the Point-of-Sale Information). The Point-of-Sale Information shall be deemed the Confidential Information of Network Affiliate  for all purposes of this Agreement. The parties will cooperate to ensure that NCM does not receive access through Network Affiliate's point-of- sale software to any information of Network Affiliate other than the Point-of-Sale Information.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 5.2 Software Restrictions. Network Affiliate acknowledges that the Software and any and all components thereof constitute  valuable trade secrets of NCM or its affiliates or licensors. Accordingly, except as may be expressly permitted under this Agreement, Network  Affiliate shall not, nor shall it permit, cause, or authorize any other person or entity to:     (a) Use the Software for any purpose, at any location, or otherwise access the Software in any manner not specifically authorized  by this Agreement;     (b) Make or retain any copy of the Software, except as specifically authorized by this Agreement;     (c) Re-engineer, reverse engineer, decompile, or disassemble the Software or create or recreate the source code for the Software;     (d) Modify, adapt, translate, or create derivative works based upon the Software, or combine or merge any part of the Software  with or into any other software or documentation;     (e) Refer to or otherwise use the Software as part of any effort to develop a program having any functional attributes, visual  expression, or other features similar to those of the Software or to compete with NCM or its affiliates;     (f) Remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or  recorded in the Software, or fail to preserve all copyright and other proprietary notices in any copy of the Software made by Network Affiliate to  the extent copying is permitted by this Agreement;     (g) Sell, market, license, sublicense, distribute, or otherwise grant to any person or entity any right to use the Software or  Documentation;     (h) Use the Software to conduct any type of service bureau or time-sharing operation or to provide remote processing, network  processing, network telecommunications, or similar services to any person or entity, whether on a fee basis or otherwise; or     (i) Attempt to do any of the foregoing.     Section 5.3 License of the NCM Marks.     (a) Subject to the terms and conditions of this Agreement and such other standards, trademark usage guidelines and  specifications as are prescribed by NCM during the term of this Agreement (the NCM Quality Standards), NCM hereby grants to Network  Affiliate, and Network Affiliate hereby accepts, a non-exclusive, non-transferable (except in connection with an assignment of this Agreement in  accordance with Section 14.8 hereof), non-sublicenseable, limited license (i) to use the NCM Marks solely in connection with its receipt and  exhibition of the Service, as approved by NCM in writing in advance, and (ii) to use the NCM Marks in marketing or advertising materials  (Marketing Materials) that have been approved by NCM pursuant to the terms hereof. Network Affiliate acknowledges that NCM is and shall  remain the sole owner of the NCM Marks, including the goodwill of the business symbolized thereby. Network Affiliate recognizes the value of the  goodwill associated with the NCM Marks and acknowledges and agrees that any goodwill arising out of the use of the NCM Marks or any of them  by Network Affiliate shall inure to the sole benefit of NCM for all purposes hereof.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (b) Prior to using any Marketing Materials or depicting or presenting any NCM Mark in or on any Marketing Materials or  otherwise, Network Affiliate shall submit a sample of such Marketing Materials or other material to NCM for approval. NCM shall exercise  commercially reasonable efforts to approve or reject any such Marketing Materials or other material submitted to it for review within thirty (30)  days from the date of receipt by NCM. Network Affiliate shall not use, publish, or distribute any Marketing Materials or other material unless and  until NCM has approved it in writing. Upon receipt of such approval from NCM for a particular Marketing Materials or other material, Network  Affiliate shall not be obligated to submit to NCM substantially similar material for approval; provided, however, Network Affiliate shall timely  furnish samples of all such material to NCM. For the avoidance of doubt, nothing in this Subsection 5.3(b) shall limit or affect Network Affiliate's  obligations set forth in any other subsection of this Section 5.3 or any other provision of this Agreement.     (c) Any and all use or exercise of rights by Network Affiliate with respect to the NCM Marks shall be subject to and in  accordance with the NCM Quality Standards, and, without limiting such standards, subject to and in accordance with standards of quality and  specifications that conform to or exceed the highest quality standards and specifications achieved by NCM and its licensees in their use and  exercise of rights with respect to the NCM Marks. NCM shall have the right to change the NCM Quality Standards from time to time upon notice to  Network Affiliate.     (d) Network Affiliate shall cause the appropriate designation (TM) or (SM) or the registration symbol (R) to be placed  adjacent to the NCM Marks in connection with the use thereof and to indicate such additional or alternative information as NCM shall specify  from time to time concerning the use by Network Affiliate of the NCM Marks.     (e) Network Affiliate shall not use any NCM Mark in any manner that may reflect adversely on the image or quality symbolized  by the NCM Mark, or that may be detrimental to or tarnish the image or reputation of NCM. Notwithstanding anything herein to the contrary,  NCM shall have the right, at its sole option, to terminate or suspend the trademark license grant provided herein if NCM, in its sole discretion,  determines that Network Affiliate's use of the NCM Marks or any of them is in violation of the terms of this Agreement or of the NCM Quality  Standards, or is otherwise disparaging to NCM's image or reputation, and such use is not conformed to the terms of this Agreement of the NCM  Quality Standards within ten (10) days of receipt of written notice thereof. NCM's obligation to provide any Services dependant upon the use of  the NCM Marks will be suspended during the period of any such suspension or termination, and NCM will have no liability for any failure to  perform such Services during such time period.     (f) Network Affiliate agrees not to use or adopt (i) any trademark or service mark which is confusingly similar to, or a colorable  imitation of, any NCM Mark or any part thereof, (ii) any trademark or service mark in combination with any NCM Mark, or (iii) any NCM Mark in  connection with or for the benefit of any product or service of any other person or entity. Network Affiliate shall not engage in any conduct which  may place NCM or any NCM Mark in a negative light or context, and shall not represent that it owns or has any interest in any NCM Mark other  than as expressly granted herein, nor shall it contest or assist others in contesting the title or any rights of NCM (or any other owner) in and to any  NCM Mark.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 5.4 License of the Network Affiliate Marks.     (a) Subject to the terms and conditions of this Agreement, Network Affiliate hereby grants to NCM, and NCM hereby accepts, a  non-exclusive, non-transferable (except in connection with an assignment of this Agreement in accordance with Section 14.8 hereof), non- sublicenseable, limited license (i) to use the Network Affiliate Marks solely in connection with its delivery of the Service, as approved by Network  Affiliate in writing in advance, and (ii) to use the Network Affiliate Marks in Marketing Materials that have been approved by Network Affiliate  pursuant to the terms hereof. NCM acknowledges that Network Affiliate is and shall remain the sole owner of the Network Affiliate Marks,  including the goodwill of the business symbolized thereby. NCM recognizes the value of the goodwill associated with the Network Affiliate Marks  and acknowledges and agrees that any goodwill arising out of the use of the Network Affiliate Marks by NCM shall inure to the sole benefit of  Network Affiliate for all purposes hereof.     (b) Prior to using any Marketing Material or depicting or presenting any Network Affiliate Mark in or on any marketing or  advertising material or otherwise, NCM shall submit a sample of such Marketing Material or other material to Network Affiliate for approval.  Network Affiliate shall exercise commercially reasonable efforts to approve or reject any such Marketing Material or other material submitted to it  for review within thirty (30) days from the date of receipt by Network Affiliate. NCM shall not use, publish, or distribute any Marketing Material or  other material unless and until Network Affiliate has approved it in writing. Upon receipt of such approval from Network Affiliate for a particular  Marketing Material or other material, NCM shall not be obligated to submit to Network Affiliate substantially similar material for approval;  provided, however, NCM shall timely furnish samples of all such material to Network Affiliate. For the avoidance of doubt, nothing in this  Subsection 5.4(b) shall limit or affect NCM's obligations set forth in any other subsection of this Section 5.4 or any other provision of this  Agreement.     (c) Any and all use or exercise of rights by NCM with respect to the Network Affiliate Marks shall be in accordance with  standards of quality and specifications that conform to or exceed the highest quality standards and specifications achieved by Network Affiliate  and its licensees in their use and exercise of rights with respect to the Network Affiliate Marks, as well as, without limiting the foregoing, such  other standards, trademark usage guidelines, and specifications as are prescribed by Network Affiliate (the Network Affiliate Quality Standards).  Network Affiliate shall have the right to change the Network Affiliate Quality Standards from time to time upon notice to NCM.     (d) NCM shall cause the appropriate designation (TM) or (SM) or the registration symbol (R) to be placed adjacent to the  Network Affiliate Marks in connection with the use thereof and to indicate such additional or alternative information as Network Affiliate shall  specify from time to time concerning the use by NCM of the Network Affiliate Marks.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   (e) NCM shall not use any Network Affiliate Mark in any manner that may reflect adversely on the image or quality symbolized  by the Network Affiliate Mark, or that may be detrimental to the image or reputation of Network Affiliate. Notwithstanding anything herein to the  contrary, Network Affiliate shall have the right, at its sole option, to terminate or suspend the trademark license grant provided herein if it  determines that NCM's use of the Network Affiliate Marks or any of them is in violation of its trademark usage guidelines or is otherwise  disparaging to its image or reputation, and such use is not conformed to such guidelines and other reasonable requests of Network Affiliate within  ten (10) days of receipt of written notice thereof. NCM's obligation to provide any Services dependant upon the use of the Network Affiliate Mark  will be suspended during the period of any such suspension or termination, and NCM will have no liability for any failure to perform such Services  during such time period.     (f) NCM agrees not to use (i) any trademark or service mark which is confusingly similar to, or a colorable imitation of, any  Network Affiliate Mark or any part thereof, (ii) any trademark or service mark in combination with any Network Affiliate Mark, or (iii) any Network  Affiliate Mark in connection with or for the benefit of any product or service of any other person or entity. NCM shall not engage in any conduct  which may place Network Affiliate or any Network Affiliate Mark in a negative light or context, and shall not represent that it owns or has any  interest in any Network Affiliate Mark other than as expressly granted herein, nor shall it contest or assist others in contesting the title or any  rights of Network Affiliate (or any other owner) in and to any Network Affiliate Mark.     ARTICLE VI  MANDATORY PARTICIPATION AND EXCLUSIVITY     Section 6.1 Mandatory Participation and Exclusivity. During the Term, except as expressly provided in this Agreement, including Section  3.6 (Policy Trailer; Branded Slots); those provisions of Part A of Exhibit A that permit Network Affiliate to engage in certain Lobby Promotions;  Section 3.11 (Grand Openings, Employee Uniforms), collectively, the Exclusivity Exceptions, Network Affiliate shall subscribe for and NCM shall  be the exclusive provider to the theatres of the services specifically set forth in the definition of the Service. Except as permitted by the  Exclusivity Exceptions, during the Term, Network Affiliate shall neither engage nor permit a third party (excluding third party designees of NCM as  provided hereunder) to provide, or itself provide, to any of Network Affiliate's theatres any of the services specifically set forth in the definition of  Service. Subject only to the Exclusivity Exceptions, NCM shall be Network Affiliate's exclusive representative with respect to the procurement of  Inventory (including without limitation all on-screen advertising) for the Advertising Services. NCM shall be responsible, at its own expense, for  the coordination and administration of Inventory placement, whether nationally, regionally or locally, including without limitation the acceptance  of insertion orders, invoicing advertisers and other content providers, and the acceptance and collection of payments therefrom. Any Inventory  which has not been sold as of the date for its scheduled exhibition shall be allocated to make goods, remnant advertising, and other revenue- generating advertising. Nothing in this Agreement shall limit or affect (i) NCM's ability to contract or enter into any relationship with any Person  or entity for any product, service, or otherwise, whether or not similar to any products or services provided by NCM under this Agreement, or (ii)  Network Affiliate's ability to contract or enter into any relationship with any Person or entity for any product, service, or otherwise, other than the  services that will be provided exclusively by NCM as set forth in this Section 6.1 and meetings promoted and scheduled by Network Affiliate  theatre personnel as previously referenced in this Section 6.1. All rights with respect to advertising and promotions not explicitly granted  hereunder are reserved to Network Affiliate, including without limitation Network Affiliate's ability to offer and sell advertising to any third party  on any website on the Internet, its telephone ticketing service or other alternative media sources used for ticketing.



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   ARTICLE VII  FEES     Section 7.1 Access Fee     (a) Digital Screen Usage Fee. On or before sixty (60) days after the end of each month during the Term, NCM shall pay to  Network Affiliate $30.00 per digitized screen (i.e., a screen connected to the Digital Content Network), provided Network Affiliate provides the  required attendance and screen count information as such information time frames are established by NCM on a monthly basis.     (b) Revenue Sharing. Each Party shall receive 50% of all Net Revenue derived from the sale of advertising Inventory that is  exhibited in the Theatres (the Advertising Revenue Share). For purposes of this Agreement, Net Revenue shall mean gross revenues from the  sale of advertising Inventory exhibited in the Theatres which is actually collected less refunds and any similar disbursements and any applicable  taxes or governmental charges other than ordinary income tax. Net Revenue shall include any revenue received by Network Affiliate, directly or  indirectly, through its use of or otherwise in connection with the Service and alternative or independent digital film distribution. Each party shall  render an accounting to the other on a monthly basis substantiating the calculation of Net Revenue payable during such month pursuant to  Section 8.3.     Section 7.2 Minimum Fee. For each twelve-month period following the Effective Date during the Term, and as long as Network Affiliate's  attendance base in the Theatres for the twelve (12) month period is equal to or greater than 400,000 patrons (the Base Amount), the amount paid  by NCM pursuant to Section 7.1(b) shall be not less than $ .17 per Theatre patron during such period with such amount increasing by 5% on each  anniversary of the Effective Date (the Minimum Fee). The Minimum Fee shall be prorated to account for (i) any periods during which Network  Affiliate's annual attendance base in the Theatres is lower than the Base Amount, and (ii) reductions in revenue associated with Network  Affiliate's rejection of content as permitted under Section 3.4. Any payments made in order to satisfy the Minimum Fee which can be  characterized as an advance of amounts due from advertising clients which is earned but not yet paid shall be deducted from the following  year's payments when such amounts have in fact been collected.     Section 7.3 Payment. Except as otherwise specifically provided in this Agreement, all amounts due by one Party to the other under this  Agreement, less any permitted deductions, shall be paid in full within sixty (60) days after the fiscal month in which such amounts were received  by the paying Party, or the receipt by the paying Party of an invoice therefore, as applicable.



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Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   Section 7.4 Audit. Each Party shall keep and maintain accurate books and records of all matters relating to the performance of its  obligations hereunder, including without limitation the sale of advertising, in accordance with generally accepted accounting principles. During the  Term and for a period of three (3) years thereafter, each Party, at its sole expense, shall, upon reasonable advance notice from the other party, make  such books and records available at its offices for inspection and audit by the other party, its employees and agents. Any audit with respect to  amounts payable by either party to the other party under this Agreement shall be limited to an audit with respect to amounts to be paid in the  current calendar year and immediately preceding calendar year only. Any period that has been audited pursuant to this Section shall not be  subject to any further audit. In the event an audit of the books and records of a party reveals an underpayment to the other party, the audited  party shall pay to the other party the amount of such underpayment. Any disputes between the Parties relating to the calculation of amounts owed  shall be referred to a mutually satisfactory independent public accounting firm that has not been employed by either party for the two (2) year  period immediately preceding the date of such referral. The determination of such firm shall be conclusive and binding on each party, and  judgment upon any such determination can be entered in any court having jurisdiction over the matter. Each Party shall bear one-half of the fees of  such firm. If the Parties cannot select such accounting firm, then the selection of such accounting firm shall be made by the American Arbitration  Association located in Denver, Colorado. In addition to the foregoing audit rights of the parties, during the Term, NCM and its authorized agents  shall have the right, upon reasonable advance notice, to inspect any Network Affiliate premises or facilities involved in the performance of this  Agreement to confirm the performance and satisfaction of Network Affiliate's obligations hereunder.     ARTICLE VIII  TERM AND TERMINATION     Section 8.1 Term. Unless earlier terminated as provided below, the term of this Agreement shall begin on the Effective Date and shall  continue for a period of five (5) years from the Effective Date (the Initial Term) after which this Agreement may be extended on mutual agreement  of the parties (a Renewal Term, and together with the Initial Term, the Term). If either party wishes to extend the Initial Term it shall provide  notice to the other not later than 180 days, nor sooner than 270 days, before the end of the Initial Term. The parties shall then engage in  discussions regarding renewal for a period of 30 days. If no agreement is reached during that 30-day period, then neither party shall have any  obligation to extend this Agreement beyond the Initial Term.     Section 8.2 Termination by Either Party. Either Party may terminate this Agreement, immediately, by giving written notice of termination  to the other, and without prejudice to any other rights or remedies the terminating party may have, if:



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   (a) The other Party breaches any material provision of this Agreement, other than any provision of Section 14.8 or Articles V or  XIII, and fails to cure such breach within thirty (30) days after receipt from the terminating party of written notice of the breach.     (b) The other Party breaches any provision of Section or 14.8 or Articles V or XIII, and, to the extent such breach is susceptible  to cure, fails to cure such breach within five (5) days after receipt from the terminating party of written notice of the breach. Notwithstanding  anything else to the contrary herein, if the breach is not susceptible to cure, this Agreement will terminate immediately as of such breach, with or  without any notice from the terminating party.     (c) (i) A voluntary petition is commenced by the other Party under the United States Bankruptcy Code, as amended, 11 U.S.C. §  101 et seq., (ii) the other Party has an involuntary petition commenced against it under the Bankruptcy Code and such petition is not dismissed  within sixty (60) days after filing, (iii) the other Party becomes insolvent, (iv) any substantial part of the other Party's property becomes subject to  any levy, seizure, assignment, application, or sale for or by any creditor or governmental agency, or (v) the other Party liquidates or otherwise  discontinues all or most of that portion of its business operations which are related to this Agreement.     Section 8.3 Termination by NCM. NCM may terminate this Agreement upon thirty (30) days written notice to Network Affiliate in the  event that distribution of the Service to all of the Theatres listed on Exhibit B is permanently discontinued.     Section 8.4 Survival. Sections 2.3, 5.2, 5.3, 5.4, 8.4, 8.5, 11.1, 11.2, 11.3 and 11.6 and Articles VII, IX, X, XII, and XV shall survive any  expiration or termination of this Agreement.     Section 8.5 Effect of Termination. Upon termination or expiration of this Agreement, and upon reasonable prior notice to Network  Affiliate, NCM shall be entitled to enter the Theatres upon reasonable prior written notice, and any other premises of Network Affiliate where any  NCM Property may be located, and recover any and all NCM Property, unless Network Affiliate chooses to purchase such Property based on a  straight line five year depreciated value. In addition, each Party shall promptly deliver to the other or, at the other Party's option, permit the other  Party to enter its premises and recover any Equipment in the first Party's possession, custody or control which may be owned by the other Party  pursuant to Section 2.3 hereof. Each Party shall fully cooperate in this effort. NCM shall be obligated to restore all premises from which it removes  NCM Property or Equipment to its previous condition, reasonable wear and tear excepted. In addition, any and all licenses granted by either party  to the other under this Agreement shall immediately terminate, and NCM shall be entitled to immediately discontinue the Service. Notwithstanding  termination of this Agreement, each party shall pay to the other, within five (5) days after the effective date of such termination, any and all fees  (including costs and expenses) owed hereunder as of such termination.     Section 8.6 Suspension of Services. On the occurrence of any event which would permit NCM to terminate this Agreement, in addition to  any and all other rights and remedies to which NCM may be entitled at law or in equity, NCM may, without terminating this Agreement, and in its  sole discretion and without further notice to Network Affiliate, suspend performance of any or all of its obligations under this Agreement  (including, without limitation, by activating internal controls in systems or software that are designed to deny Network Affiliate use of or access to  NCM Property) until and unless NCM determines, in its sole discretion and upon whatever conditions NCM chooses to impose on Network  Affiliate, to resume performance of some or all of the suspended obligations.



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   ARTICLE IX  REPRESENTATIONS AND WARRANTIES     Section 9.1 Representations and Warranties. Each party represents and warrants that:     (a) It (i) is duly formed and organized, validly existing, and in good standing under the laws of the jurisdiction of its formation  and incorporation and has the power and authority to carry on its business as carried on, and (ii) has the right to enter into this Agreement and to  perform its obligations under this Agreement and has the power and authority to execute and deliver this Agreement.     (b) Any registration, declaration, or filing with, or consent, approval, license, permit or other authorization or order by, any  governmental or regulatory authority, domestic or foreign, that is required to be obtained by it in connection with the valid execution, delivery,  acceptance and performance by it under this Agreement or the consummation by it of any transaction contemplated hereby has been completed,  made, or obtained, as the case may be.     (c) Each party is the exclusive owner of, or otherwise has or will have timely obtained all rights, licenses, clearances and  consents necessary to make the grants of rights made or otherwise perform its obligations under this Agreement.     (a) Neither party will at any time, except to the extent necessary to assert or defend its rights under this Agreement: (i) challenge  or otherwise do anything inconsistent with the other party's right, title or interest in its property, (ii) do or cause to be done or omit to do anything,  the doing, causing or omitting of which would contest or in any way impair or tend to impair the rights of the other party in its property, or (iii)  assist or cause any person or entity to do any of the foregoing.     Section 9.2 Disclaimers.     (a) Equipment Disclaimer. EXCEPT AS EXPRESSLY AND EXPLICITLY SET FORTH IN THIS ARTICLE, INCLUDING,  WITHOUT LIMITATION, ANY REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 9.1(c), ANY AND ALL INFORMATION,  PRODUCTS, AND SERVICES, INCLUDING, WITHOUT LIMITATION, THE NCM PROPERTY, IS PROVIDED AS IS AND WITH ALL  FAULTS AND NCM MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS AND  WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE,  USAGE OF TRADE, OR OTHERWISE INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. NCM MAKES NO REPRESENTATION THAT THE  SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.



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   (b) Services Disclaimer. NCM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT THE SERVICE WILL BE  UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE WITH REGARD  TO THE SERVICES.     ARTICLE X  INDEMNIFICATION     Section 10.1 Network Affiliate Indemnification. Network Affiliate shall defend, indemnify, and hold harmless NCM and its officers,  directors, shareholders, contractors, employees, representatives, agents, successors, and assigns (collectively, Representatives) from and  against any and all losses, obligations, risks, costs, liabilities, settlements, damages, judgments, awards, fines, penalties, and expenses (including,  without limitation, reasonable attorneys' fees) (collectively, Costs) suffered or incurred in connection with or as a result of, and from and against  any and all third party claims, suits, actions, or proceedings actually or allegedly arising out of, based upon, or relating to, (i) any breach by  Network Affiliate of Article IX, (ii) infringement by any information, content or other materials supplied by or on behalf of Network Affiliate  hereunder (including the Brand) of any third party U.S. patent, trademark, or copyright right arising from NCM's use of such materials in  accordance and compliance with this Agreement, provided such Costs have been finally awarded by a court of competent jurisdiction or approved  by Network Affiliate as part of a settlement, (iii) any use of any NCM Property other than as authorized by this Agreement, or (iv) Network  Affiliate's fraud, willful misconduct, or noncompliance with law.     Section 10.2 NCM General Indemnification. NCM shall defend, indemnify, and hold harmless Network Affiliate and its Representatives  from and against any and all Costs suffered or incurred in connection with or as a result of, and from and against any and all third party claims,  suits, actions, or proceedings actually or allegedly arising out of, based upon, or relating to, (i) any breach by NCM of Article IX, or (ii) NCM's  fraud, willful misconduct, or noncompliance with law.     Section 10.3 NCM Infringement Indemnification.     (a) Indemnifications Obligations. NCM shall defend, indemnify and hold harmless Network Affiliate and its Representatives  from and against any and all Costs suffered or incurred arising from any and all third party claims, suits, actions, or proceedings to the extent  actually or allegedly arising out of, based upon, or relating to any infringement by the NCM Property (but excluding any Equipment) of any third  party U.S. trademark, copyright, or patent issued as of the Effective Date, arising from Network Affiliate's use of the NCM Property in accordance  and compliance with this Agreement.



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   (b) Additional Remedies. In addition to, but not in limitation of, NCM's obligations under Section 10.3 (a) above, NCM may, at  its sole option, in the event that any claim, suit, proceeding, or action is brought or threatened for which NCM may be obligated under Section 10.3 (a) to indemnify Network Affiliate: (i) replace or modify the NCM Property to render it non-infringing; (ii) secure for Network Affiliate the right to  use the NCM Property; or (iii) terminate this Agreement under the provisions of Article X. In the event NCM chooses to terminate this Agreement  under Article X hereof, NCM shall refund to Network Affiliate the portion (if any) of the total amount of license fees actually paid to NCM by  Network Affiliate hereunder during the two-year period immediately preceding the date of the claim for indemnification, depreciated according to a  five-year straight line depreciation.     (c) Limitations of Obligations. NCM shall not have any liability to Network Affiliate under this Section 10.3 for any alleged  infringement based in any part on: (i) any Service content or Confidential Information supplied by or on behalf of Network Affiliate; (ii) the  combined use of the NCM Property with software or hardware products or other technology or materials not provided or owned by NCM; (iii)  additions or modifications to the NCM Property not made by NCM; (iv) use or installation of the NCM Property in accordance with designs or  specifications not provided by NCM; or (v) use of any legacy or superseded version of NCM Property if such infringement would have been  avoided by use of a more recent version of the NCM Property made available to Network Affiliate. The obligations under this Section 10.3 state the  entire liability of NCM and are Network Affiliate's sole and exclusive remedies, with respect to intellectual property infringement.     Section 10.4 Defense of Action. A Party offering indemnification or defense under this Article X (each, an Indemnitor) shall have the  right to control the defense and settlement of any and all claims, suits, proceedings, and actions for which such Indemnitor is obligated to  indemnify, hold harmless, and defend hereunder, but the Party or Representative of a Party receiving such indemnification or defense under this  Article X (each, the Indemnitee) shall have the right to participate in such claims, suits, proceedings, and actions at its own cost and expense.  An Indemnitor shall have no liability under this Article unless the Indemnitee gives notice of such claim to the Indemnitor promptly after the  Indemnitee learns of such claim so as to not prejudice the Indemnitor. Under no circumstance shall either party hereto settle or compromise or  consent to the entry of any judgment with respect to any claim, suit, proceeding, or action that is the subject of indemnification hereunder without  the prior written consent of the other party, which consent shall not be withheld or delayed unreasonably.     Section 10.5 Limitations.     (a) EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIII OF THIS AGREEMENT AND WITH THE EXCEPTION OF  THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE  OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,  EXEMPLARY, OR EXTRA-CONTRACTUAL DAMAGES OF ANY KIND WHATSOEVER ARISING FROM OR CONNECTED WITH THIS  AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES, OR LOSS OF BUSINESS, REGARDLESS OF LEGAL  THEORY, WHETHER OR NOT FORESEEABLE, EVEN IF EITHER PARTY HERETO HAS BEEN ADVISED OF THE POSSIBILITY OR  PROBABILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES OTHERWISE PROVIDED BY THIS AGREEMENT FAIL OF THEIR  ESSENTIAL PURPOSE. THE REMEDIES PROVIDED BY THIS AGREEMENT AND THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE  RISKS OF THIS AGREEMENT BETWEEN THE PARTIES, SOME OF WHICH MAY BE UNKNOWN OR UNDERMINABLE. THESE  LIMITATIONS ARE A MATERIAL INDUCEMENT FOR THE PARTIES TO THIS AGREEMENT TO ENTER INTO THIS AGREEMENT, AND  THE PARTIES TO THIS AGREEMENT HAVE RELIED UPON THESE PROVISIONS IN DETERMINING WHETHER OR NOT TO ENTER INTO  THIS AGREEMENT.



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   (b) EXCEPT IN CONNECTION WITH A BREACH OF ARTICLE XIV HEREUNDER, AND WITH THE EXCEPTION OF THE  INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER ARTICLE X, THE AGGREGATE TOTAL LIABILITY OF EITHER PARTY TO  THE OTHER PARTY AND TO ALL OTHER PERSONS AND ENTITIES UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES  EXCEED THE AMOUNT OF THE NET REVENUE RECEIVED BY NCM PURSUANT TO SECTION 7.2 OF THIS AGREEMENT DURING THE FIVE  (5) YEAR PERIOD PRECEDING SUCH LIABILITY, LESS IN ANY CASE THE AGGREGATE OF ANY AMOUNTS PAID BY NCM HEREUNDER  ON ACCOUNT OF PREVIOUS EVENTS OF LIABILITY.     ARTICLE XI  ADDITIONAL RIGHTS AND OBLIGATIONS     Section 11.1 Assistance. Each Party, upon the request of the other, shall perform any and all further acts and execute, acknowledge, and  deliver any and all documents which the other party determines in its sole reasonable judgment may be necessary, appropriate, or desirable to  carry out the intent and purposes of this Agreement, including without limitation to document, perfect, or enforce NCM's right, title, or interest in  and to any NCM Property or Derived Works.     Section 11.2 Infringement. Network Affiliate shall notify NCM promptly, in writing, of any alleged, actual or threatened infringement,  violation, misappropriation, imitation, simulation, or misuse of or interference with (Infringement) any NCM Property or Derived Work of which  Network Affiliate knows or which Network Affiliate has reason to suspect. NCM has the sole and exclusive right to determine whether to take any  action on or related to any such Infringements. NCM has the sole right to employ counsel of its choosing and to direct any litigation and  settlement of Infringement actions. Any recoveries, damages and costs recovered through such proceedings, suits, or hearings shall belong  exclusively to NCM.     Section 11.3 Non-Competition and Non-Solicitation.     (a) During the Term, except as otherwise provided in this Agreement, Network Affiliate and its affiliates agree not to engage or  participate in any business, hold equity interests, directly or indirectly, in another entity, whether currently existing or hereafter created, or  participate in any other joint venture that competes or would compete with any business that NCM is authorized to conduct in the Territory  pursuant to this Agreement, whether or not NCM is actually conducting such business in a particular portion of the Territory. The foregoing  restrictions shall not apply (i) in the event Network Affiliate or its affiliate acquires a competing business as an incidental part of an acquisition of  any other business that is not prohibited by the foregoing, if Network Affiliate disposes of the portion of such business that is a competing  business as soon as commercially reasonable, (ii) to any direct or indirect ownership or other equity investments by Network Affiliate or its  affiliates in such other competing business that represents in the aggregate less than 10% of the voting power of all outstanding equity of such  business, or (iii) in the event Network Affiliate enters into any agreement for the acquisition or installation of equipment or the provision of  services on customary terms that does not violate the exclusivity of NCM hereunder with any entity that has other businesses and provides other  services that may compete with NCM.



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   (b) During the Term and for a period of twelve (12) months thereafter Network Affiliate will not, without NCM's prior written  consent, either alone or in concert with others directly or indirectly solicit, entice, induce, or encourage: (i) any employee, contractor or agent of  NCM to terminate his or her employment, contractor or agency relationship with NCM, (ii) any client of NCM to discontinue using NCM's services  or products, (iii) any client of NCM to refer prospective clients to one or more competitors of NCM or to discontinue referring prospective clients  to NCM, (iv) any NCM employee, client, or prospective client to breach any agreement with NCM, or (v) any existing or proposed arrangement or  other community or institutional affiliation to discontinue the affiliation or relationship with NCM. For purposes of this Section 11.3 the term NCM  shall include NCM and its affiliates.     Section 11.4 Theatre Passes. Network Affiliate shall provide to NCM during each month of the Term 25 complimentary Theatre passes  that will not expire any earlier than 120 days from the date of issuance. The passes shall be provided to NCM at least 30 days prior to the month in  which such passes first become valid.     Section 11.5 Compliance with Law. Network Affiliate and NCM shall at all times operate and conduct its business, including, without  limitation, exercising its rights under this Agreement, in compliance with all applicable international, national, state, and local laws, rules, and  requirements.     Section 11.6 Insurance. Network Affiliate shall maintain with financially sound and reputable insurance companies insurance on the  Theatres and the Equipment in such amounts and against such perils as Network Affiliate deems adequate for its business. NCM shall maintain  with financially sound and reputable insurance companies insurance for its business and Equipment in such amounts and against such perils as  NCM deems adequate for its business, including the installation services set forth in Section 2.2 herein. Each Party will name the other Party  (including its agents, officers, directors, employees and affiliates) as an additional insured on such policies of insurance.     ARTICLE XII  OWNERSHIP     Section 12.1 NCM Property. As between NCM and Network Affiliate, NCM owns, solely and exclusively, any and all right, title, and  interest in and to the Service (including all Service content supplied by or on behalf of NCM, but excluding any Service content supplied by or on  behalf of Network Affiliate), the Marks, the Software, NCM's Confidential Information, the Digital Content Network, and any and all other data,  information, equipment (excluding any rights to Equipment held by Network Affiliate pursuant to Article II), material, inventions, discoveries,  processes, methods, technology, know-how, written works, software, works of visual art, audio works, and multimedia works provided, developed,  created, reduced to practice, conceived, or made available by or on behalf of NCM to Network Affiliate or used by NCM to perform any of its  obligations under or in connection with this Agreement, as well as any and all translations, improvements, adaptations, reproductions, look-and- feel attributes, and derivates thereof (collectively, the NCM Property), and, except as expressly and explicitly stated in this Agreement, reserves  all such right, title, and interest.



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   Section 12.2 Derived Works. Any and all data, information, and material created, conceived, reduced to practice, or developed by or on  behalf of either Party, whether alone, in connection with the other Party or any third party, including, without limitation, written works, processes,  methods, inventions, discoveries, software, works of visual art, audio works, look-and-feel attributes, and multimedia works, based on, using, or  derived from, in whole or in part, any NCM Property, whether or not done on NCM's facilities, with NCM's equipment, or by NCM personnel, and  any and all right, title, and interest therein and thereto (including, but not limited to, the right to sue for past infringement) (collectively, Derived  Works), shall be owned solely and exclusively by NCM, and Network Affiliate agrees to and hereby does assign, transfer, and convey to NCM  (and will ensure than any third party acting with or on behalf of Network Affiliate assigns, transfers, and conveys to NCM any and all right, title, or  interest in or to any Derived Work which it may at any time acquire by operation of law or otherwise. To the extent any Derived Works are  included in the Service, NCM hereby grants to Network Affiliate during the Term a non-exclusive, non-transferable, non-sublicenseable license to  such Derived Works solely for use in connection with the Service as expressly provided by this Agreement. The restrictions on use of the  Software set forth in Section 5.2 shall apply with equal force to Network Affiliate's use of any Derived Works, and such restrictions are hereby  incorporated in and made a part of this Section 12.2.     Section 12.3 No Title. This Agreement is not an agreement of sale, and no title or ownership interest in or to any NCM Property is  transferred to Network Affiliate as a result of or pursuant to this Agreement. Further, Network Affiliate acknowledges that its exercise of rights  with respect to the NCM Property shall not create in Network Affiliate any right, title or interest in or to any NCM Property and that all exercise of  rights with respect to the NCM Property and the goodwill symbolized thereby or connected therewith will inure solely to the benefit of NCM.     ARTICLE XIII  CONFIDENTIALITY     Section 13.1 Confidential Treatment. Each party acknowledges that the other's Confidential Information contains valuable trade secret  and proprietary information of that party. Each party agrees to permanently hold, and cause its personnel to hold, all Confidential Information of  the other party in strict confidence, except that each party may: (i) disclose the Confidential Information of the other party that is required to be  disclosed by governmental agencies, regulatory authorities, or pursuant to court order, but only to the extent such disclosure is required by law  and only if such party provides prompt prior written notice to the other party of the disclosure, and (ii) subject to the terms and conditions of this  Agreement, use the Confidential Information of the other party only to the extent necessary to perform its obligations under this Agreement.  Except as specifically permitted by this Agreement, neither party shall duplicate or use, or permit the duplication or use of, any Confidential  Information of the other party or disclose or permit the disclosure of such Confidential Information to any person or entity. Each party shall limit  use, possession, and disclosure of, and shall limit access to, the Confidential Information of the other party only to those of its employees or  representatives whose performance under this Agreement requires such use, possession, disclosure, or access and who have signed  confidentiality and non-disclosure agreements protecting the confidentiality of the Confidential Information at least to the same extent as such  information is protected under this Agreement. Any duplication, use, disclosure, or other act or omission by any person or entity that obtains  access to or possession of Confidential Information through the receiving party that would be a breach of this Agreement if committed by the  receiving party shall be a breach of this Agreement by the receiving party for which the receiving party shall be responsible. For the avoidance of  doubt, neither party shall issue any press release or other public announcement concerning this Agreement, including without limitation its  existence, without the prior written approval of the other party. It shall not be a violation of this XIII for a party to disclose to any person or entity  the tax treatment and tax structure of the transactions contemplated under this Agreement and all materials of any kind (including without  limitation opinions or other tax analyses) relating to such tax treatment or tax structure.



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   Section 13.2 Point-of-Sale Information. Due to the sensitive nature of the Point-of-Sale Information, NCM will establish a Chinese Wall  around the Point-of-Sale Information to prevent the disclosure of the Point-of-Sale Information under any circumstances to any theatre operator  that is a competitor of Network Affiliate, any employees or agents of any affiliate of NCM, including the board of directors thereof and employees  thereof with operational responsibility, except to the extent such employees or agents have a need to know such information to permit NCM's  performance under this Agreement. Notwithstanding the preceding sentence, but subject to the confidentiality restrictions of Section 13.1, NCM  shall be permitted to disclose the Point-of-Sale Information in aggregate form.     Section 13.3 Injunctive Relief. Due to the unique and proprietary nature of the NCM Property, the Derived Works and the Confidential  Information, it is understood and agreed that each party's remedies at law for a breach of this Article XIII will be inadequate and that each party  shall, in the event of any such breach or the threat of such breach, be entitled to equitable relief (including without limitation provisional and  permanent injunctive relief and specific performance). In addition, Network Affiliate hereby expressly waives the right to a hearing prior to the  issuance of any order by a court of competent jurisdiction granting possession of any NCM Property or Derived Work to NCM. The parties shall  be entitled to the relief described in this Section 13.3 without the requirement of posting a bond. Nothing stated herein shall limit any other  remedies provided under this Agreement or available to the parties at law.     ARTICLE XIV  MISCELLANEOUS     Section 14.1 Notices. All notices, consents, and other communications between the parties under or regarding this Agreement shall be in  writing and shall be sent to the recipient's address set forth in this section. Such communications shall be deemed to have been received on the  date actually received.



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  Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this  section, but any element of such party's address that is not newly provided in such notice shall be deemed not to have changed.     Section 14.2 Waiver; Remedies. The waiver or failure of either party to exercise any right provided hereunder shall not be deemed a  waiver of such right in the future or a waiver of any other rights established under this Agreement. All remedies available to either party hereto for  breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed  an election of such remedy to the exclusion of other remedies.     Section 14.3 Severability. Should any term or provision of this Agreement be held to any extent unenforceable, invalid, or prohibited  under law, then such provision shall be deemed restated to reflect the original intention of the parties as nearly as possible in accordance with  applicable law and the remainder of this Agreement. The application of any term or provision restated pursuant hereto to persons, property, or  circumstances other than those as to which it is invalid, unenforceable, or prohibited, shall not be affected thereby, and each other term and  provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.     Section 14.4 Integration; Headings. This Agreement and the exhibits hereto (each of which is made a part hereof and incorporated herein  by this reference) constitute the complete and exclusive statement of the agreement between the parties with respect to the subject matter of this  Agreement, and this Agreement supersedes any and all other prior or contemporaneous oral or written communications, proposals,  representations, and agreements, express or implied. This Agreement may be amended only by mutual agreement expressed in writing and signed  by both parties. Headings used in this Agreement are for reference only and shall not affect the interpretation of this Agreement.     Section 14.5 Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an  ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or  burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.     Section 14.6 Non-Recourse. Notwithstanding anything contained in this Agreement to the contrary, it is expressly understood and  agreed by the parties hereto that each and every representation, warranty, covenant, undertaking and agreement made in this Agreement was not  made or intended to be made as a personal representation, undertaking, warranty, covenant, or agreement on the part of any individual or of any  partner, stockholder, member or other equity holder of either party hereto, and any recourse, whether in common law, in equity, by statute or  otherwise, against any such individual or entity is hereby forever waived and released.



  NCM: National CineMedia, LLC  9110 E. Nichols Ave., Suite 200  Centennial, CO 80112  Attention: Gene Hardy, Esq., EVP and General Counsel

  Network Affiliate: Digital Cinema Destinations Corp.  250 Broad Street  Westfield, New Jersey 07090  Attention: Bud Mayo, Chairman/CEO

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   Section 14.7 Dispute Resolution.     (a) Governing Law. This Agreement shall be binding on the Parties as of the date hereof and is to be construed in accordance  with and governed by the internal laws of the State of Delaware without giving effect to any choice of law rule that would cause the application of  the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the Parties.     (b) Jurisdiction. Each Party hereto agrees that any legal action or other legal proceeding relating to this Agreement or the  enforcement of any provision of this Agreement shall be brought or otherwise commenced exclusively in any state or federal court located in New  York, New York. Subject to the preceding sentence, each Party hereto:     (i) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in New  York, New York (and each appellate court located in the State of New York) in connection with any such legal proceeding, including to enforce any  settlement, order or award;     (ii) consents to service of process in any such proceeding in any manner permitted by the laws of the State of New  York, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 15.01  is reasonably calculated to give actual notice;     (iii) agrees that each state and federal court located in New York, New York shall be deemed to be a convenient forum;     (iv) waives and agrees not to assert (by way of motion, as a defense or otherwise), in any such legal proceeding  commenced in any state or federal court located in New York, New York, any claim that such Party is not subject personally to the jurisdiction of  such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this  Agreement or the subject matter hereof or thereof may not be enforced in or by such court; and     (v) agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section  by the state and federal courts located in New York, New York and in connection therewith hereby waives, and agrees not to assert by way of  motion, as a defense, or otherwise, any claim that such resolution, settlement, order or award is inconsistent with or violative of the laws or public  policy of the laws of the State of New York or any other jurisdiction.     (c) Costs and Expenses. In the event of any action or other proceeding relating to this Agreement or the enforcement of any  provision of this Agreement, the prevailing party (as determined by the court) shall be entitled to payment by the non-prevailing party of all costs  and expenses (including reasonable attorneys' fees) incurred by the prevailing party, including any costs and expenses incurred in connection  with any challenge to the jurisdiction or the convenience or propriety of venue of proceedings before any state or federal court located in New  York, New York.



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   Section 14.8 Assignment. Network Affiliate may not assign or transfer, by operation of law or otherwise, any of its rights under this  Agreement or delegate any of its duties under this Agreement to any third party without NCM's prior written consent, which consent shall not be  unreasonably withheld, conditioned or delayed. For the purposes of this Agreement, any change of control, merger, consolidation, or acquisition  of all or substantially all of the assets of Network Affiliate (collectively, a Change of Control) shall be deemed an assignment. This Agreement  shall not be assignable by either party unless the assignee expressly assumes in writing the obligations of the assignor hereunder. Any attempted  assignment in violation of this section shall be void.     Section 14.9 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money  owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or  any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other  party of the circumstances causing the delay and to resume performance as soon as possible.     Section 14.10 Third Party Beneficiary. The parties hereto do not intend, nor shall any clause be interpreted, to create under this  Agreement any obligations or benefits to, or rights in, any third party from either NCM or Network Affiliate. Neither party hereto is granted any  right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other party, or to bind  the other party in any matter or thing whatever. No affiliate of NCM shall have any liability or obligation pursuant to this Agreement. NCM shall be  solely responsible, and Network Affiliate agrees to look solely to NCM, for the satisfaction of NCM's obligations under this Agreement.     Section 14.11 Export. Network Affiliate acknowledges that the Software and the Confidential Information of NCM are subject to the  export controls of the United States. Network Affiliate acknowledges that it has no right to, and further agrees that it will not, export or otherwise  transfer or permit the transfer of any Software or Confidential Information of NCM outside the United States. Network Affiliate will defend,  indemnify, and hold harmless NCM from and against all fines, penalties, liabilities, damages, costs, and expenses incurred by NCM as a result of  any failure to comply with the preceding sentence.     Section 14.12 Independent Contractors. Network Affiliate's relationship to NCM is that of an independent contractor, and neither party  is an agent or partner of the other. Network Affiliate will not have, and will not represent to any third party that it has, any authority to act on  behalf of NCM.     Section 14.13 Counterparts. This Agreement may be executed in any number of separate counterparts each of which when executed and  delivered to the other party hereto shall be an original as against the party whose signature appears thereon, but all such counterparts shall  together constitute one and the same instrument.



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   IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.







  DIGITAL CINEMA DESTINATIONS CORP.         By: /s/ A. Dale Mayo          By: A. Dale Mayo    Name:     Title:

  NATIONAL CINEMEDIA, LLC        By: /s/ Robert W. Brouillette    Name: Robert W. Brouillette    Title: Senior Vice President

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   EXHIBIT A     Services



   All lobby promotions and other in-theatre promotional activities (excluding the Digital Content Service, the Traditional Content  Program and other on-screen content), but specifically excluding the following promotional activities (which Network Affiliate  shall retain the right to perform and have performed on its behalf):     promotional activities arising under the Beverage Agreement with Pepsi dated January 1, 2011 .      (1) poster case advertising and other lobby or in-theatre promotions for (w) film festivals or events organized by Network  Affiliate (unless such poster cases have been sold by NCM), (x) fundraising programs conducted by Network Affiliate for any  non-profit organizations, (y) full-length theatrical productions, and (z) Theatre Advertising;     (2) logos for Network Affiliate, beverage and concession suppliers on digital menu boards at the concession stand or digital  displays at the box office of manufacturers of such products;     (3) advertising and/or signage pursuant to the IMAX agreement (if applicable);     (4) any trademark, service mark, logo or other branding of Network Affiliate (or its theatre-operating Affiliates), film studio(s),  distributors and production companies; and     (5) advertising in the proposed playbill type Box Office magazine that may be distributed at the Theatres; provided, however,  that Network Affiliate shall insure that the restrictions and standards, including, without limitations those such as are set forth in  Article III of this Agreement, are imposed by Network Affiliate on or respect to any such advertising.

   The Digital Content Service (which includes the Pre-Feature Program, Policy Trailer and the Video Display Program), the Digital Carousel  and the Traditional Content Program, and all other on-screen content which is exhibited in Theatre auditoriums prior to the feature film  presentation, but specifically excluding Trailers.



A. Advertising Services consist of the following:

  Lobby Promotions means as follows:

  Digital Content Service, Digital Carousel and Traditional Content Program

  A-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT A-1     Network Affiliate  Inventory For Lobby Promotions     The Inventory of Lobby Promotions for each Theatre to which NCM has pre-approved access is as listed below. Per Flight (unless otherwise  specified below), NCM may provide each Theatre with any combination of Lobby Promotions as described below.

   *Pre approved vehicle list theatres onl y  **Background music optional



Item Inventory per Flight Quantity Spec          Box Office Handout 2 programs per Theatre Same 3x5 2-sided  (1 handout per transaction)             Exit Sampling 1 program per Theatre Same           Poster Case 1 program per Theatre varies (below) 27x40      Live Area 24x38  (1-11 screens: 1 poster; 12 screens: 2 posters; 13-20 screens: 3 posters; 21+ screens: 4 posters)         Tabling/Demo 1 program per Theatre 1 per client 4-6' table  (No active recruitment of patrons)             Vehicle/Motorcycle* 1 program per Theatre 1 per client           Background Music** 1 program per Theatre N/A N/A          Counter Cards 2 programs per Theatre 2-3 per client 13x16.5x4          Static Clings 1 program per Theatre 2-3 per client 4x6    per quarter             Lobby Display 2 programs per Theatre 1 per client 4'x6'          Lobby Standee 2 programs per Theatre 1 per client 3'x5'          Floor Mats 1 program per Theatre 1 per client 4x6'    per quarter

  A-1-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT B     Theatres     Rialto Theater  250 East Broad Street  Westfield, NJ 07090    Cranford Theater  25 North Avenue West  Cranford, NJ 07016    Bloomfield 8  863 Park Avenue  Bloomfield, CT 06002



  B-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT C     Marks     NCM Marks     National CineMedia     FirstLook     NCM        Network Affiliate Marks     DIGITAL CINEMA DESTINATIONS CORP.    Digiplex Destinations Cinema Reinvented



  C-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011





   EXHIBIT D     Excluded Theatres and IMAX Screen        None



D-1

Source: DIGITAL CINEMA DESTINATIONS CORP., S-1, 12/20/2011

SOLUTION: 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?

PROBLEM: Exhibit 10.2

Execution Version

INTELLECTUAL PROPERTY AGREEMENT

This INTELLECTUAL PROPERTY AGREEMENT (this Agreement), dated as of December 31, 2018 (the Effective Date) is entered into by and between Armstrong Flooring, Inc., a Delaware corporation (Seller) and AFI Licensing LLC, a Delaware limited liability company (Licensing and together with Seller, Arizona) and AHF Holding, Inc. (formerly known as Tarzan HoldCo, Inc.), a Delaware corporation (Buyer) and Armstrong Hardwood Flooring Company, a Tennessee corporation (the Company and together with Buyer the Buyer Entities) (each of Arizona on the one hand and the Buyer Entities on the other hand, a Party and collectively, the Parties).

WHEREAS, Seller and Buyer have entered into that certain Stock Purchase Agreement, dated November 14, 2018 (the Stock Purchase Agreement); WHEREAS, pursuant to the Stock Purchase Agreement, Seller has agreed to sell and transfer, and Buyer has agreed to purchase and acquire, all of Seller's right, title and interest in and to Armstrong Wood Products, Inc., a Delaware corporation (AWP) and its Subsidiaries, the Company and HomerWood Hardwood Flooring Company, a Delaware corporation (HHFC, and together with the Company, the Company Subsidiaries and together with AWP, the Company Entities and each a Company Entity) by way of a purchase by Buyer and sale by Seller of the Shares, all upon the terms and condition set forth therein;

WHEREAS, Arizona owns certain Copyrights, Know-How, Patents and Trademarks which may be used in the Company Field, and in connection with the transactions contemplated by the Stock Purchase Agreement the Company desires to acquire all of Arizona's right, title and interest in and to such Intellectual Property used exclusively in the Company Field, and obtain a license from Arizona to use other such Intellectual Property on the terms and subject to the conditions set forth herein;

WHEREAS, Seller is signatory to the Trademark License Agreement pursuant to which Seller obtains a license to the Arizona Licensed Trademarks;

WHEREAS, the Company desires to obtain a sublicense to use the Arizona Licensed Trademarks in the Company Field;

WHEREAS, Arizona has obtained consent from all counterparties to the Trademark License Agreement to grant to the Company the sublicenses to the Arizona Licensed Trademarks included in this Agreement; and

WHEREAS, the Company Entities own certain Copyrights and Know-How which may be used in the Arizona Field, and in connection with the transactions contemplated by the Stock Purchase Agreement, Arizona desires to obtain a license from the Company Entities to use such Intellectual Property on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





1. DEFINITIONS AND INTERPRETATION 1.1 Certain Definitions. As used herein, capitalized terms have the meaning ascribed to them herein, including the following terms have the meanings set forth below. Capitalized terms that are not defined in this Agreement shall have the meaning set forth in the Stock Purchase Agreement. (a) Arizona Assigned Copyrights means all Copyrights, whether registered or unregistered, owned by Licensing or Seller as of the Effective Date and used or held for use exclusively in the Company Field as of November 14, 2018 (the SPA Signing Date) and/or as of the Effective Date. (b) Arizona Assigned Internet Domain Names means the Internet domain names set forth on Schedule 1.1(b) and all other Internet domain names owned by Licensing or Seller as of the Effective Date and used or held for use exclusively in the Company Field as of the SPA Signing Date and/or as of the Effective Date (other than any Internet domain names that include any Arizona Licensed Trademarks). (c) Arizona Assigned IP means the Arizona Assigned Copyrights, Arizona Assigned Internet Domain Names, Arizona Assigned Know- How, Arizona Assigned Patents and Arizona Assigned Trademarks. (d) Arizona Assigned Know-How means all Know-How owned by Licensing or Seller as of the Effective Date and used or held for use exclusively in the Company Field as of the SPA Signing Date and/or as of the Effective Date. (e) Arizona Assigned Patents means the Patents set forth on Schedule 1.1(e) and all other Patents owned by Licensing or Seller and used or held for use exclusively in the Company Field as of the SPA Signing Date and/or as of the Effective Date. (f) Arizona Assigned Trademarks means the Trademarks set forth on Schedule 1.1(f) and all other Trademarks owned by Licensing or Seller as of the Effective Date and used or held for use exclusively in the in the Company Field as of the SPA Signing Date and/or as of the Effective Date (other than, for clarity any Arizona Licensed Trademarks). (g) Arizona Domain Names means the Internet domain names set forth on Schedule 1.1(g). (h) Arizona Field means all activities conducted by Arizona or its Affiliates, other than the Company Field. (i) Arizona Licensed Copyrights means all Copyrights owned by Licensing or Seller or their respective Affiliates, as of the Effective Date and used or held for use in the Company Field during the five (5) years prior to the Effective Date (other than the Arizona Assigned Copyrights). 2

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





(j) Arizona Licensed IP means the Arizona Licensed Copyrights, the Arizona Licensed Know-How, the Arizona Licensed Patents, the Arizona Licensed Trademarks, the Diamond Licensed Trademarks and the Phase-Out Marks. (k) Arizona Licensed Know-How means all Know-How owned by Licensing or Seller or their respective Affiliates, as of the Effective Date and used or held for use in the Company Field during the five (5) years prior to the Effective Date (other than the Arizona Assigned Know- How). (l) Arizona Licensed Patents means the Patents set forth on Schedule 1.1(l) and all other Patents owned by Licensing or Seller or their respective Affiliates as of the Effective Date and used or held for use in the Company Field during the five (5) years prior to the Effective Date (other than the Arizona Assigned Patents). (m) Arizona Licensed Trademarks means the Trademarks set forth on Schedule 1.1(m). (n) Arizona Trademark License Term means the period commencing on the Effective Date and ending twenty-four (24) months thereafter. (o) Company Field means the design, development, manufacture, marketing, promotion, advertising, sourcing, distribution and sale of solid hardwood and engineered wood flooring products by or for any Company Entity. (p) Company Licensed Copyrights means all Copyrights and registrations and applications for any of the foregoing owned by any Company Entity as of the Effective Date and used or held for use in the Arizona Field as of the Effective Date. (q) Company Licensed IP means the Company Licensed Copyrights, the Company Licensed Know-How and the Company Licensed Patents. (r) Company Licensed Know-How means all Know-How owned by any Company Entity as of the Effective Date and used or held for use in the Arizona Field as of the Effective Date. (s) Company Licensed Patents means the Patents set forth on Schedule 1.1(s). (t) Copyrights means copyrights (whether registered or unregistered) including applications for copyright (excluding, for clarity, Trademarks). (u) Diamond Licensed Trademarks means the Trademarks set forth on Schedule 1.1(u). (v) Diamond Product means the design, development, manufacture, marketing, promotion, advertising, sourcing, distribution and sale of the solid hardwood flooring product by any Company Entity as conducted under the Diamond Licensed Trademarks by any Company Entity prior to the Effective Date 3

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





(including the composition of coating used with respect to such solid hardwood flooring product). (w) Diamond Trademark License Term means the period commencing on the Effective Date and ending eighteen (18) months thereafter. (x) Know-How means trade secrets, and other confidential and proprietary information, inventions, processes, formulas and methodologies. (y) Licensed IP means the Arizona Licensed IP and the Company Licensed IP. (z) Licensed Copyrights means the Arizona Licensed Copyrights and the Company Licensed Copyrights. (aa) Licensed Know-How means the Arizona Licensed Know-How and the Company Licensed Know-How. (bb) Licensed Trademarks means the Arizona Licensed Trademarks, the Diamond Licensed Trademarks and the Phase-Out Marks. (cc) Patents means patent rights, including patents, patent applications, and all related continuations, continuations-in-part, divisionals, renewals, reissues, re-examinations, substitutions, and extensions thereof, and applications for any of the foregoing. (dd) Proceeding means any proceeding, claim, suit or action arising out of, or in connection with, this Agreement or its subject matter (including its validity, formation at issue, effect, interpretation, performance or termination), howsoever arising. (ee) Seller Licensed Trademarks means the Arizona Licensed Trademarks and the Diamond Licensed Trademarks. (ff) Third Party means any Person other than Arizona, the Company, and their respective Affiliates. (gg) Trademarks means any trademarks, service marks, trade names, trade dress, and other similar designations of source or origin, and registrations and applications for any of the foregoing. (hh) Trademark License Agreement means the Trademark License Agreement by and between Armstrong World Industries, Inc., AWI Licensing LLC and Armstrong Flooring, Inc, dated as of April 1, 2016 and attached hereto as Exhibit A. 4

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





1.2 Interpretation. Section 10.5 and 10.14 of the Stock Purchase Agreement shall apply hereto, mutatis mutandis. 1.3 Company Actions. In respect of any action herein required to be undertaken by any of the Company Entities, or to be omitted by any of the Company Entities, the Buyer Entities shall cause the applicable Company Entity to so undertake or omit to undertake, as applicable, such action. 2. ASSIGNMENT OF ARIZONA ASSIGNED IP 2.1 Assignment. Arizona agrees to assign and hereby assigns its entire right, title and interest in and to the Arizona Assigned IP to the Company. 2.2 Recordation of Assignment. Arizona will reasonably cooperate with the Company to obtain, record, and perfect title to, and provide all necessary evidence of the Company's ownership of, the Arizona Assigned IP, including the execution of (i) a Patent Assignment in the form of the attached Exhibit B, and (ii) a Trademark Assignment in the form of the attached Exhibit C. 3. GRANT OF COPYRIGHT LICENSE 3.1 Arizona Copyright Grant. Subject to the terms and conditions of this Agreement, Arizona hereby grants to the Company a perpetual, non- exclusive, royalty-free license in, to and under the Arizona Licensed Copyrights for use in the Company Field throughout the world. 3.2 Company Copyright Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to Seller a perpetual, non- exclusive, royalty-free license in, to and under the Company Licensed Copyrights for use in the Arizona Field throughout the world. 4. GRANT OF KNOW-HOW LICENSE 4.1 Arizona Know-How Grant. Subject to the terms and conditions of this Agreement, Arizona hereby grants to the Company a perpetual, non- exclusive, royalty-free license in, to and under the Arizona Licensed Know-How for use in the Company Field throughout the world. 4.2 Company Know-How Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to Seller a perpetual, non- exclusive, royalty-free license in, to and under the Company Licensed Know-How for use in the Arizona Field throughout the world. 5. GRANT OF PATENT LICENSE 5.1 Arizona Patent Grant. Subject to the terms and conditions of this Agreement, Arizona hereby grants to the Company a perpetual, non-exclusive, royalty-free license in, to and under the Arizona Licensed Patents for use in the Company Field throughout the world. 5

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





5.2 Company Patent Grant. Subject to the terms and conditions of this Agreement, the Company hereby grants to Seller a perpetual, non-exclusive, royalty-free license in, to and under the Company Licensed Patents for use in the Arizona Field throughout the world. 6. GRANT OF TRADEMARK LICENSE 6.1 Arizona Licensed Trademark Grant. Subject to the terms and conditions of this Agreement, Arizona hereby grants to the Company a limited, non- exclusive, royalty-free, non-sublicensable (except as set forth in Section 7.1), non-assignable license in, to and under the Arizona Licensed Trademarks for the Arizona Trademark License Term for use in the Company Field throughout the world only in the form and manner that such Arizona Licensed Trademarks are used in the Business as of the Closing, provided that the Company shall use commercially reasonable efforts to present the Arizona Licensed Trademarks in the form set forth on Schedule 6.1. 6.2 Diamond Licensed Trademark Grant. Subject to the terms and conditions of this Agreement, Arizona hereby grants to the Company a limited, non- exclusive, royalty-free, non-sublicensable (except as set forth in Section 7.1), non-assignable (except as set forth in Section 13.2) license in, to and under the Diamond Licensed Trademarks for the Diamond Trademark License Term for use with respect to the Diamond Product throughout the world only in the form and manner set forth on Schedule 6.2. 6.3 Quality Control. The Buyer Entities acknowledge the importance of Arizona's exercise of quality control over the use of the Seller Licensed Trademarks to preserve the continued integrity and validity of the Seller Licensed Trademarks and to protect the value and goodwill associated with the Seller Licensed Trademarks, and accordingly: (a) The Company shall ensure that all goods and services provided by the Company, under or in association with any of the Seller Licensed Trademarks, shall (i) be substantially the same as or greater than the quality of goods and services provided under such Seller Licensed Trademarks immediately prior to the Effective Date and (ii) not be associated with any goods or services, including any activities, that are reasonably likely to have an adverse effect on (A) the image or reputation of any of the Seller Licensed Trademarks or (B) Seller's right, title or interest in and to, any of the Arizona Licensed Trademarks. (b) The Company shall not tarnish or bring into disrepute the reputation of or goodwill associated with the Seller Licensed Trademarks or Arizona. (c) The Company shall use the Seller Licensed Trademarks at all times in compliance with all applicable Laws. (d) The Company shall include trademark and other notices in connection with the use of the Seller Licensed Trademarks as reasonably requested by Arizona from time to time. 6

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





(e) The Company shall upon Arizona's reasonable request from time to time, supply to Arizona representative samples and/or written descriptions, as appropriate, of uses made by the Company of the Seller Licensed Trademarks. (f) The Buyer Entities acknowledge that this license grant does not include, and the Company shall receive no rights under this Agreement or the Stock Purchase Agreement, to use any Trademark that is confusingly similar to or derivative of a Seller Licensed Trademark (other than the Seller Licensed Trademarks themselves as expressly authorized hereunder). 6.4 Trademark License Agreement. In addition to the obligations set forth in Section 6.3, and notwithstanding any other provision of this Agreement, the Company shall comply with all obligations applicable to Arizona and its Affiliates under the Trademark License Agreement including, for the avoidance of doubt, any obligations with respect to reporting Complaints (as defined in the Trademark License Agreement), which reports the Company shall provide to Arizona, and quality control and standards, and Licensor Competitors (as defined in the Trademark License Agreement), and neither Party shall undertake any act that would constitute a breach or a basis for termination under the Trademark License Agreement. 6.5 Trade Names. The Company shall not create or use any corporate or trade names that include the Arizona Licensed Trademarks, other than those in existence immediately prior to the Effective Date. No later than thirty (30) days following the Closing, each of AWP and the Company shall change its respective corporate name and trade name and cause its organizational documents to be amended to remove any reference to Armstrong. 6.6 With respect to any Trademarks notified to the Company in writing after the Effective Date that are used as of the Effective Date in the Company Field and are not (i) owned by any Company Entity, (ii) Arizona Assigned Trademarks, or (iii) Seller Licensed Trademarks (the Phase-Out Marks) in each case (i)-(iii) the Company shall have a period of twenty-four (24) months from the date of notification to phase out all use. Any use by the Company of any of the Phase-Out Marks as permitted in this Section 6.6, is subject to its use of the Phase-Out Marks in a form and manner and with standards of quality consistent with that in effect for the Phase-Out Marks as of the Effective Date. 6.7 Domain Names. Subject to the terms and conditions of this Agreement, the license set forth in Section 6.1 shall include the right of the Company to use the Arizona Domain Names solely in connection with the applicable Arizona Licensed Trademarks in the Company Field during the Arizona Trademark License Term, in the ordinary course of business in a manner generally consistent with the past practice of Arizona in the Company Field. The Company shall not have the right to register any domain name or social media addresses (or any similar or successor identifiers) containing Arizona Licensed Trademarks. 7

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





7. INTELLECTUAL PROPERTY RIGHTS 7.1 Sublicenses. Arizona may sublicense the licenses granted herein to its Affiliates and Third Parties in the ordinary course of business in support of its and its Affiliates' business, but not for the independent use of Third Parties, and the Company may sublicense the licenses granted herein to Third Parties, its Subsidiaries, AWP, controlled Affiliates, or any holding company that is a direct or indirect parent of the Company in the ordinary course of business in support of its and its Subsidiaries' or controlled Affiliates' business, but not for the independent use of Third Parties (each such Affiliate, Third Party, AWP or Subsidiary, a Sublicensee). Each Party shall ensure that any sublicense that it grants to a Sublicensee does not conflict with this Agreement. For clarity, granting a sublicense shall not relieve the Parties of any obligations hereunder and each Party shall cause each of its Sublicensees to comply, and shall remain responsible for such Sublicensees' compliance, with all terms and conditions hereof applicable to the Parties. At the request of a licensing Party, the other Party shall provide to the licensing Party a list of all Sublicensees and otherwise reasonably cooperate with the licensing Party in connection with Sublicensees' compliance with this Agreement. 7.2 Reservation of Rights. Except as expressly provided in the Stock Purchase Agreement or herein, each Party reserves its and its Affiliates' rights in and to all Intellectual Property (including with respect to the use, registration and licensing thereof). 8. OWNERSHIP 8.1 Ownership of Arizona Licensed IP. The Buyer Entities acknowledge and agree that (a) Arizona and its Affiliates own the Arizona Licensed IP (other than the Arizona Licensed Trademarks), (b) AWI Licensing LLC owns the Arizona Licensed Trademarks, (b) neither the Company, nor its Affiliates or its Sublicensees, will acquire any ownership rights in the Arizona Licensed IP, and (c) the Company shall not represent or make any claim that it has an ownership interest in any Arizona Licensed IP. Without limitation to the foregoing, the Company shall not file applications to register any Arizona Licensed IP or assist any person in doing the same, or contest, challenge, or otherwise take any action adverse to Arizona's and its Affiliates' ownership of or rights in and to the Arizona Licensed IP, or assist any person in doing the same. 8.2 Ownership of Company Licensed IP. Arizona acknowledges and agrees that (a) the Company and its Affiliates own the Company Licensed IP, (b) neither Arizona, nor its Affiliates or its Sublicensees, will acquire any ownership rights in the Company Licensed IP, and (c) Arizona shall not represent or make any claim that it has an ownership interest in any Company Licensed IP. Without limitation to the foregoing, Arizona shall not file applications to register any Company Licensed IP or assist any person in doing the same, or contest, challenge, or otherwise take any action adverse to the Company's and its Affiliates' ownership of or rights in and to the Company Licensed IP, or assist any person in doing the same. 8

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





9. PROSECUTION, MAINTENANCE AND ENFORCEMENT 9.1 Responsibility and Cooperation. As between the Parties, Arizona, with respect to the Arizona Licensed IP, and the Buyer Entities, with respect to the Company Licensed IP, shall have the right (but not the obligation) for filing, prosecuting, and maintaining all Arizona Licensed IP and Company Licensed IP, respectively, in the licensing Party's name. For the avoidance of doubt, in case either such Party files any new Intellectual Property registration to the extent covering the Licensed IP, such new Intellectual Property registration shall automatically become Licensed IP. However, and for the further avoidance of doubt, the aforementioned shall not apply to new Intellectual Property created by a licensee Party or its Sublicensees separately and independently from the Licensed IP, for example in case of separate and independent technical enhancements or advancements. The Parties shall reasonably consult and coordinate with each other at the other Party's request with respect to the matters set forth in this Section 9.1. 9.2 No Additional Obligations. This Agreement shall not obligate either Party to disclose to the other Party, or maintain, register, prosecute, pay for, enforce, or otherwise manage any Intellectual Property except as expressly set forth herein. 9.3 Enforcement. As between the Parties, Arizona, with respect to the Arizona Licensed IP, and the Company or Buyer, with respect to the Company Licensed IP, shall have the right (but not the obligation) to elect to bring a Proceeding or enter into settlement discussions regarding, or otherwise seek to resolve, any infringement, misappropriation, or other violation, or allegations of invalidity or unenforceability, of the Licensed IP. In the event that Arizona declines to institute any Proceedings against third-party infringers or violators of any Arizona Licensed Patents, regarding activities that would fall within the Company Field if conducted by the Company, within forty-five (45) days after being notified or becoming aware of such infringing conduct, the Company or Buyer shall have the right to institute any Proceedings against such third-party infringers or violators. In the event that the Company or Buyer elects to institute such Proceedings, Arizona will reasonably cooperate with the Company or Buyer in such Proceedings, and the Company or Buyer shall reimburse Arizona for all reasonable costs and fees incurred by Arizona as a result of such cooperation. Such cooperation by Arizona will include joining such Proceeding as a party, if deemed necessary by the Company or Buyer. In the event that Arizona elects to bring a Proceeding against any alleged infringer of the Arizona Licensed Trademarks and seeks the cooperation of the Licensor of the Trademark License Agreement in such Proceeding, Arizona will take reasonable steps to assist the Company or Buyer in requesting the cooperation of the Licensor of the Trademark License Agreement, and pursuing an infringement claim against such alleged infringer. The Company or Buyer, as applicable, shall retain all benefits, recoveries, injunctions or other value derived from such Proceedings instituted by such Party. 10. INDEMNIFICATION 10.1 Indemnification. Each Party (the Indemnifying Party) agrees to indemnify, defend and hold harmless the other Party and its Affiliates and their respective employees, 9

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





directors, officers, agents and successors (collectively, the Indemnified Parties) from and against any and all losses (including all costs, liabilities (including present and future damages), claims and expenses) incurred or suffered by any of the Indemnified Parties, to the extent arising out of, relating to or resulting from (a) a breach by the Indemnifying Party of this Agreement; or (b) any gross negligence or willful misconduct of the Indemnifying Party in connection with this Agreement. 11. DISCLAIMERS 11.1 Disclaimer. Each Party hereby acknowledges that, except to the extent expressly set forth in this Agreement, the Stock Purchase Agreement, the Transition Services Agreement or the Confidentiality Agreement, neither Party nor any of its Affiliates has made any representation or warranty, expressed or implied, including any representation or warranty regarding the validity, enforceability, or scope of the Licensed IP, noninfringement, merchantability or fitness for a particular purpose. 12. TERM 12.1 Term and Termination. (a) Unless earlier terminated pursuant to the provisions hereof, the term of this Agreement and the licenses and other grants of rights (and related obligations) under this Agreement shall (i) with respect to the Arizona Licensed Trademarks, be for the Arizona Trademark License Term, (ii) with respect to the Diamond Licensed Trademarks, be for the Diamond Trademark License Term, (iii) with respect to the Phase- Out Marks, be for the term set forth in Section 6.6, and (iv) with respect to Copyrights, Know-How and Patents, be in perpetuity. (b) Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to remedy such breach within thirty (30) days' written notice thereof; provided, however, that if the material breach of this Agreement by the breaching Party is limited to the Licensed Copyrights, Licensed Know-How, the Arizona Licensed Patents, or the Licensed Trademarks, the non-breaching Party shall be entitled to termination solely with respect to the affected part of the license (i.e., in such case, the non-breaching Party may terminate this Agreement with respect to the Licensed Copyrights or the Licensed Know-How or the Arizona Licensed Patents or the Licensed Trademarks, as applicable). 12.2 Effect of Termination. (a) Effect of Termination. Upon termination of this Agreement, each licensee Party shall and shall cause all of its Sublicensees to cease all use of the Licensed IP that is subject to such termination (excluding for clarity (a) any Arizona Licensed Patents, Licensed Copyrights or Licensed Trademarks that are expired, invalid or abandoned or (b) any Licensed Know-How that no longer constitutes confidential information). 10

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





(b) Survival. The following provisions of this Agreement, together with all other provisions of this Agreement that expressly specify that they survive, shall survive expiration or termination of this Agreement, in part or in its entirety: Sections 8, 10, 11, 12.2(a) and 13. 13. MISCELLANEOUS 13.1 Entire Agreement. This Agreement (together with the Schedules attached hereto), the Stock Purchase Agreement, the Transition Services Agreement and the Confidentiality Agreement constitute the entire agreement of the Parties hereto and supersede all prior negotiations, correspondence, agreements and undertakings, both written and oral, between or among the Parties, or any of them, with respect to the subject matter hereof. It shall be expressly understood that the Stock Purchase Agreement shall govern the transactions contemplated thereby as a whole and that this Agreement shall not be construed as an amendment or variation of the Stock Purchase Agreement but rather shall be complemented by and interpreted in light of the Stock Purchase Agreement. In the event that any provision of this Agreement is inconsistent with, conflicts with or contradicts any term of the Stock Purchase Agreement, the terms of the Stock Purchase Agreement will prevail. 13.2 Assignment. Except as otherwise provided in this Agreement, including under Section 7.1, neither this Agreement nor any of the rights, interests or obligations of any Party under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by either Party without the prior written consent of the other Party; provided, however, that (a) either Party may assign any of the foregoing in connection with the sale or other transfer of the applicable business or assets of such Party or its Affiliates to which this Agreement relates (except that neither of the Buyer Entities may assign any such rights, interests or obligations with respect to the Arizona Licensed Trademarks); (b) Arizona may assign any of the foregoing to one or more of its Affiliates and (c) the Company and Buyer may assign any of the foregoing to one or more of its Subsidiaries, controlled Affiliates, AWP, or any holding company that is a direct or indirect parent of the Company; provided that in each case (b) and (c), no assignment shall relieve the assigning Party of any of its obligations under this Agreement unless agreed to by the non-assigning Party. Any assignment or other disposition in violation of the preceding sentence shall be void. 13.3 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given (i) on the date delivered, if delivered personally, (ii) on the third (3rd) Business Day after being mailed by registered or certified mail (postage prepaid, return receipt requested), or (iii) on the next Business Day after being sent by reputable overnight courier (delivery prepaid), in each case, to the parties at the following addresses, or on the date sent and confirmed by electronic transmission or confirmatory return email to the telecopier number or email address specified below (or at such other address, telecopier number or email address for a Party as shall be specified by notice given in accordance with this Section 13.3):

(a) If to Buyer: 11

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





c/o American Industrial Partners 450 Lexington Avenue, 40th Floor Attention: General Counsel and Richard Hoffman Email: notices@americanindustrial.com richard@americanindustrial.com

with a copy to:

Baker Botts L.L.P. 1299 Pennsylvania Avenue, NW Washington, D.C. 20004 Attention: Terrance L. Bessey Brendan O. Dignan Email: terrance.bessey@bakerbotts.com brendan.dignan@bakerbotts.com

(b) If to Arizona:

Armstrong Flooring, Inc. 2500 Columbia Avenue, PO Box 3025 Lancaster, PA 17604 Attention: Christopher S. Parisi Email: csparisi@armstrongflooring.com

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036 Attention: Eric L. Cochran Steven J. Daniels Email: eric.cochran@skadden.com steven.daniels@skadden.com 13.4 Specific Performance. Each Party hereto acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by such Party and that any such breach would cause Arizona, on the one hand, and the Buyer Entities, on the other hand, irreparable harm. Accordingly, each Party hereto also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such Party, Arizona, on the one hand, and the Buyer Entities, on the other hand, shall be entitled to equitable relief without the requirement of posting a bond or other security, including in the form of injunctions and orders for specific performance. Any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. Arizona, on the one hand, and Buyer Entities, on the other hand, hereby agree not to raise any objections to the availability of the equitable remedy of specific 12

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





performance to prevent or restrain breaches or threatened breaches of this Agreement by the Buyer Entities or Arizona, as applicable, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the Buyer Entities or Arizona, as applicable, under this Agreement. 13.5 Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement shall be governed by the laws of the State of Delaware, its rules of conflict of laws notwithstanding. Each Party hereby agrees and consents to be subject to the jurisdiction of the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, in any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby. Each Party hereby irrevocably consents to the service of any and all process in any such Action by the delivery of such process to such Party at the address and in the manner provided in Section 13.3 hereof. Each of the Parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of this Agreement or the transactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding brought in any such court has been brought in an inconvenient forum. (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13.5(b). 13

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





13.6 Severability. If any term or other provision of this Agreement, or any portion thereof, is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms and provisions of this Agreement, or the remaining portion thereof, shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any such term or other provision, or any portion thereof, is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are consummated to the fullest extent possible. 13.7 Counterparts. This Agreement may be executed in any number of counterparts, including by means of email in portable document format (.pdf), each of which when executed shall be deemed to be an original copy of this Agreement and all of which taken together shall constitute one and the same agreement.

[Remainder of page intentionally left blank] 14

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above. ARMSTRONG FLOORING, INC.

By: /s/ Donald R. Maier Name: Donald R. Maier Title: President and Chief Executive Officer

AFI LICENSING LLC

By: /s/ Christina Geerlof Name: Christina Geerlof Title: President

AHF HOLDING, INC. (formerly known as Tarzan Holdco, Inc.)

By: /s/ Stanley Edme Name: Stanley Edme Title: Vice President

ARMSTRONG HARDWOOD FLOORING COMPANY

By: /s/ Jason Braeglemann Name: Jason Braegelmann Title: Vice President [Signature Page to IP Agreement]

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(b) - Arizona Assigned Internet Domain Names Domain Name Expiration date Owner amish-handscraped.com 13-Apr-2019 Armstrong Flooring, Inc. (AFI) amishhandscraped.com 13-Apr-2019 AFI bruce.adult 28-Apr-2019 AFI bruce.biz 26-Mar-2019 AFI bruce.com 21-Jan-2019 AFI bruce.dpml.pub 29-Oct-2019 AFI bruce.dpmlblock 29-Oct-2019 AFI bruce.info 10-Aug-2019 AFI bruce.porn 28-Apr-2019 AFI bruce.xxx 01-Dec-2021 AFI brucebuilder.com 02-Mar-2019 AFI brucecontractor.com 02-Mar-2019 AFI brucedealer.com 02-Mar-2019 AFI brucedistributor.com 02-Mar-2019 AFI brucefloors.com 04-Aug-2019 AFI brucehardwoodfloors.com 11-Apr-2019 AFI brucehome.com 02-Mar-2019 AFI brucelaminate.com 30-Dec-2018 AFI bruceremodeler.com 02-Mar-2019 AFI bruceretailer.com 02-Mar-2019 AFI brucesucks.com 25-Oct-2018 AFI brucesucks.info 22-Sep-2019 AFI capellaflooringcompany.com 12-Nov-2018 AFI capellafloors.com 27-Oct-2018 AFI forestglenhardwood.com 13-Sep-2019 AFI handscraped-hardwood.com 13-Apr-2019 AFI handscrapedhardwoodflooring.com 13-Sep-2019 AFI handscrapedwoodfloor.com 05-Sep-2019 AFI handscrapehardwoodfloor.com 05-Sep-2019 AFI handscrapehardwoodflooring.com 05-Sep-2019 AFI handscrapehardwoodfloors.com 05-Sep-2019 AFI handscrapewoodfloor.com 05-Sep-2019 AFI handscrapewoodflooring.com 05-Sep-2019 AFI handscrapewoodfloors.com 05-Sep-2019 AFI hardwood-flooring.asia 26-Mar-2019 AFI hartco.biz 18-Nov-2018 AFI hartco.info 10-Aug-2019 AFI hartcodistributor.com 02-Mar-2019 AFI hartcoflooring.com 24-May-2019 AFI

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Domain Name Expiration date Owner hartcoflooringcompany.com 18-Jun-2019 AFI hartcohome.com 02-Mar-2019 AFI homerwood.com 14-Sep-2019 AFI lifetimeluxuryhardwood.com 14-Jun-2019 AFI lockandfold.com 20-Nov-2018 AFI luxuryhardwood.com 20-Dec-2018 AFI mybruce.com 25-Jul-2019 AFI mybruce.net 25-Jul-2019 AFI myhartco.com 25-Jul-2019 AFI myhartco.net 25-Jul-2019 AFI myrobbins.com 25-Jul-2019 AFI myrobbins.net 25-Jul-2019 AFI powerofparagon.com 15-Jun-2019 AFI premium-hardwood.com 13-Apr-2019 AFI robbins-home.com 02-Mar-2019 AFI robbins.biz 26-Mar-2019 AFI robbins.com 13-Sep-2019 AFI robbins.info 10-Aug-2019 AFI robbinsflooring.com 21-Nov-2018 AFI robbinsflooring.info 22-Sep-2019 AFI robbinsfloors.com 14-Sep-2019 AFI robbinsfloors.net 17-Apr-2019 AFI robbinshardwoodflooring.com 26-Sep-2019 AFI robbinshighperformance.com 18-Oct-2018 AFI smokedhardwood.com 30-Apr-2019 AFI smokedhardwoodfloor.com 30-Apr-2019 AFI smokedhardwoodflooring.com 30-Apr-2019 AFI smokedhardwoodfloors.com 30-Apr-2019 AFI softscrapedhardwoodfloor.com 05-Sep-2019 AFI softscrapedhardwoodflooring.com 05-Sep-2019 AFI softscrapedhardwoodfloors.com 05-Sep-2019 AFI softscrapedwoodfloor.com 05-Sep-2019 AFI softscrapedwoodflooring.com 05-Sep-2019 AFI softscrapedwoodfloors.com 05-Sep-2019 AFI softscrapehardwoodfloor.com 05-Sep-2019 AFI softscrapehardwoodflooring.com 05-Sep-2019 AFI softscrapehardwoodfloors.com 05-Sep-2019 AFI softscrapewoodfloor.com 05-Sep-2019 AFI softscrapewoodflooring.com 05-Sep-2019 AFI softscrapewoodfloors.com 05-Sep-2019 AFI

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Domain Name Expiration date Owner tmortan.com 07-Sep-2019 AFI tmorten.com 07-Sep-2019 AFI tmortin.com 07-Sep-2019 AFI tmorton-flooring.com 17-Mar-2019 AFI tmorton-floors.com 17-Mar-2019 AFI tmorton-hardwood-flooring.com 17-Mar-2019 AFI tmorton-hardwood-floors.com 17-Mar-2019 AFI tmorton-hardwood.com 17-Mar-2019 AFI tmorton-wood-flooring.com 17-Mar-2019 AFI tmorton-wood-floors.com 17-Mar-2019 AFI tmorton.asia 20-Mar-2019 AFI tmorton.com 17-Mar-2019 AFI tmorton.org 17-Mar-2019 AFI tmortonandco.com 17-Mar-2019 AFI tmortonco.com 17-Mar-2019 AFI wwwbruce.com 01-Mar-2019 AFI wwwhartco.com 17-Jan-2019 AFI wwwrobbins.com 17-Jan-2019 AFI

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(e) - Arizona Assigned Patents

Country App. Status App. Number Filing Date Patent Number Issue Date US Granted 10/459,977 12-Jun-03 7381474 3-Jun-08 AU Granted 2004304906 22-Nov-04 2004304906 28-Oct-10 CN Granted 200480039516 22-Nov-04 ZL200480039516.1 2-Jan-13 DE Granted 6020040309575 22-Nov-04 1944158 11-Feb-17 EP Granted 8007063.4 22-Nov-04 1944158 5-Jan-11 FR Granted 8007063.4 22-Nov-04 1944158 5-Jan-11 GB Granted 8007063.4 22-Nov-04 1944158 5-Jan-11 US Granted 10/727,749 4-Dec-03 7,261,947 28-Aug-07 US Granted 11/901,361 17-Sep-07 8,287,971 16-Oct-12 US Granted 13/611,028 12-Sep-12 8,399,075 19-Mar-13 US Granted 12/825,448 29-Jun-10 8801505 12-Aug-14 US Granted 14/458,103 12-Aug-14 10,072,427 11-Sep-18 AU Granted 2014240948 28-Mar-14 2014240948 20-Oct-16 EP Published 14722915.7 28-Mar-14 AU Granted 2013246000 10-Apr-13 2013246000 26-Nov-15 CA Granted 2,869,667 10-Apr-13 2869667 19-Dec-17 CN Granted 201380018751 10-Apr-13 2512525 9-Jun-17 EP Published 13718698.7 10-Apr-13 US Granted 13/442,960 10-Apr-13 9434087 6-Sep-16 AU Granted 2013246002 10-Apr-13 2013246002 17-Dec-15 CA Granted 2,869,752 10-Apr-13 2869752 3-Jan-17 CN Granted 201380018754 10-Apr-13 104245258 3-May-17 US Granted 13/442,966 10-Apr-12 9,108,335 18-Aug-15 CN Granted 201410046641 10-Feb-14 103978829 12-Apr-17 EP Granted 14154551.7 10-Feb-14 EP2764965 21-Sep-16 US Granted 14/176,299 10-Feb-14 9701040 11-Jul-17 AU Granted 2014240951 28-Mar-14 2014240951 30-Jun-16 AU Granted 2013270463 10-Dec-13 2013270463 26-Nov-15 CN Granted 201310674310 11-Dec-13 103866947 4-Jan-17 AU Granted 2014274549 10-Dec-14 2014274549 15-Oct-15 CA Granted 2,873,571 8-Dec-14 2873571 27-Mar-18 CN Published 201407560485 10-Dec-14 AU Pending 2016287834 5-Jul-16 CN Published 2016800338922 5-Jul-16

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country App. Status App. Number Filing Date Patent Number Issue Date EP Published 16818951.2 5-Jul-16 TW Published 20160120286 28-Jun-16 WO Published PCT/US16/40942 5-Jul-16 CN Published 201510954585 17-Dec-15 EP Published 15201544.2 21-Dec-15 US Published 14/970,662 16-Dec-15 AU Pending 2016380976 20-Dec-16 CN Published 20168078711 20-Dec-16 EP Pending 16882368 20-Dec-16 US Published 14/980,263 28-Dec-15 WO Published PCT/US2016/067690 20-Dec-16 AU Pending 2016380975 20-Dec-16 CN Published 201680078712 20-Dec-16 EP Pending 16882368 20-Dec-16 US Published 14/980,313 28-Dec-15 WO Published PCT/US2016/067688 20-Dec-16 WO Published PCT/US2017/055068 5-Oct-17 US Published 15902327 22-Feb-18 WO Published PCT/US18/19186 22-Feb-18 US Granted 09/478,016 5-Jan-00 6164351 26-Dec-00 US Granted 11/390,679 28-Mar-06 7537841 26-May-09 US Granted 09/175,661 20-Oct-98 6148884 21-Nov-00 US Granted 09/303,176 30-Apr-99 6156402 5-Dec-00 US Granted 09/241,878 2-Feb-99 6194078 27-Feb-01 US Pending 62/611953 29-Dec-17 US Expired 62/404,413 5-Oct-16 US Expired 62/462,609 23/Feb-17 US Abandoned 09/903,549 13-Jul-01 US Abandoned 14/828,598 18-Aug-15 US Expired 62/187,925 2-Jul-15 US Granted 12/425,560 17-Apr-09 8,357,752 22-Jan-13 US Granted 13/741,770 15-Jan-13 8,617,654 31-Dec-13 AU Granted 2014274559 10-Dec-14 2014274559 24-Mar-16 EP Published 14199378.2 19-Dec-14 CN Published 2015109813242 23-Dec-15 EP Published 15202406.3 23-Dec-15 US Granted 14/580,347 23-Dec-14 9,567,755 14-Feb-17

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country App. Status App. Number Filing Date Patent Number Issue Date US Pending 15/724,391 5-Oct-17

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(f) - Arizona Assigned Trademarks

Country Trademark Status App. Number App. Date Reg. Number Reg. Date US AMERICAN SCRAPE Registered 85616030 3-May-12 4481771 11-Feb-14

CA ARTISAN COLLECTIVE Pending 1817435 10-Jan-17

US ARTISAN COLLECTIVE CLTM

CA ARTISTIC TIMBERS Registered 1670991 2-Apr-14 TMA967273 31-Mar-17

US ARTISTIC TIMBERS CLTM

US BIRCH RUN Registered 85/931,142 14-May-13 4,524,637 6-May-14

CA BIRCH RUN Registered 1,636,822 25-Jul-13 TMA905398 4-Jun-15

US BRISTOL TRAIL Registered 86919986 25-Feb-16 5423957 13-Mar-18

CA BRISTOL TRAIL Published 1769733 26-Feb-16

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country Trademark Status App. Number App. Date Reg. Number Reg. Date US BRUSHED IMPRESSIONS Registered 86906683 12-Feb-16 5183009 11-Apr-17

CA BRUSHED IMPRESSIONS Published 1768050 16-Feb-16

CA CAPELLA Published 1789784 4-Jul-16

US DUNDEE Registered 86274578 7-May-14 4649247 2-Dec-14

US EVERGUARD Registered 86084365 7-Oct-13 4654066 9-Dec-14

US FARMINGTON Registered 86920079 25-Feb-16 5423958 13-Mar-18

CA FARMINGTON Published 1769729 26-Feb-16

US FOREST GLEN Registered 86084354 7-Oct-13 4633917 4-Nov-14

CA FOREST GLEN Registered 1769732 26-Feb-16 961263 27-Jan-17

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country Trademark Status App. Number App. Date Reg. Number Reg. Date CA FORGED HERITAGE Published 1,752,076 26-Oct-15

CA Hydropel Pending 1917541 30-Aug-18

US Hydropel Pending 88148020 9-Oct-18

US LOCK&FOLD Registered 76656450 13-Mar-06 3200208 23-Jan-07

US MIDTOWN Registered 85736605 24-Sep-12 4401628 10-Sep-13

US MILLWORK SQUARE Registered 86906649 12-Feb-16 5183008 11-Apr-17

CA MILLWORK SQUARE Published 1768051 16-Feb-16

CA ORIGINAL RUSTICS Published 1791791 18-Jul-16

US ORIGINAL RUSTICS CLTM

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country Trademark Status App. Number App. Date Reg. Number Reg. Date US PARAGON CLTM

CA PARAGON CLTM

US PRIME HARVEST Registered 86/285,289 19-May-14 4,742,207 26-May-15

CA PRIME HARVEST Registered 1,677,599 20-May-14 TMA906580 17-Jun-15

US RIGHT EVERY TIME Published 87261852 8-Dec-16

US RUSTIC RESTORATIONS Published 87215879 26-Oct-16 5520272 17-Jul-18

CA RUSTIC RESTORATIONS Pending 1806462 26-Oct-16

US SDF Pending '87947440 4-Jun-18

CA SDF Pending 1902212 1-Jun-18

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country Trademark Status App. Number App. Date Reg. Number Reg. Date US SIGNATURE SCRAPE Registered 86920111 25-Feb-16 5187924 18-Apr-17

CA SIGNATURE SCRAPE Published 1769731 26-Feb-16

CA SIGNATURE SOFT SCRAPE Published 1769730 26-Feb-16

US TimberBlock Published 87839322 19-Mar-18

CA TimberBlock Pending 1889001 20-Mar-18

US TIMBERBRUSHED Registered 87105110 15-Jul-16 5267454 15-Aug-17

US TIMBERCUTS Registered 87295586 10-Jan-17 5371502 2-Jan-18

CA TIMBERCUTS Pending 1817434 10-Jan-17

US TIMBERLAND Registered 76496979 13-Mar-03 2923877 1-Feb-05

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Country Trademark Status App. Number App. Date Reg. Number Reg. Date CA TRANQUIL WOODS Published 1790828 11-Jul-16

US TRANQUIL WOODS CLTM

US TruTop Published 87870541 10-Apr-18

CA TruTop Pending 1892873 10-Apr-18

CA VINTAGE FARMHOUSE Published 1790827 11-Jul-16

US WEAR MASTER Registered 74/329383 9-Nov-92 1834641 3-May-94

CN WEAR MASTER Registered 4819937 5-Aug-05 4819937

CA OPAL CREEK Registered 1738695 23-Jul-15 1002365 08-Aug-18

US OPAL CREEK Registered CLTM

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(g) - Arizona Domain Names

Domain Name Expiration date Owner armstrongwoodproducts.com 19-Dec- 2018 AFI

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(l) - Arizona Licensed Patents COUNTRY APP NO. FILING DATE PATENT NUMBER ISSUE DATE AU 2009241803 30-Apr-09 2009241803 26-Sep-13 AU 2013231111 19-Sep-13 2013231111 7-Jan-16 CN 200980120494 30-Apr-09 DE 60 2009 024 610.0 30-Apr-09 2 286 018 EP 9739191.6 30-Apr-09 2286018 11-Jun-14 EP 13192693.3 30-Apr-09 2703461 31-Aug-16 FR 9739191.6 30-Apr-09 2 286 018 11-Jun-14 GB 9739191.6 30-Apr-09 2 286 018 11-Jun-14 US 12/432,845 30-Apr-09 8,420,710 16-Apr-13 US 14/700,669 30-Apr-15 BE 10770074.2 29-Nov-11 2 424 911 23-Mar-16 DE DE 60 2010 031 448.0 29-Nov-11 2 424 911 23-Mar-16 EP 10770074.2 29-Nov-11 2 424 911 23-Mar-16 FR 10770074.2 29-Nov-11 2 424 911 23-Mar-16 GB 10770074.2 29-Nov-11 2 424 911 23-Mar-16 NL 10770074.2 29-Nov-11 2 424 911 23-Mar-16 US 12/799,700 30-Apr-10 US 14/140,206 24-Dec-13 AU 2012286867 26-Jul-12 2012286867 4-Feb-16 CN 2012800367594 26-Jul-12 2094039 1-Jun-16 DE 12751639.1 26-Jul-12 EP2736977 20-May-15 EP 12751639.1 26-Jul-12 EP2736977 20-May-15 GB 12751639.1 26-Jul-12 EP2736977 20-May-15 AU 2013222106 25-Feb-13 2013222106 25-Feb-13 EP 13707792.1 25-Feb-13 US 14/380,432 22-Aug-14 9540825 10-Jan-17 AU 2013308554 30-Aug-13 2013308554 28-Apr-16 CN 201380046030 4-Mar-15 2789549 23-Jan-18 EP 13770989.5 30-Mar-15 EP2890749 16-May-18 US 14/423,186 23-Feb-15 AU 2014207438 8-Jul-15 2014207438 9-Feb-17 EP 14702412.9 14-Aug-15 US 14/760,080 9-Jul-15 AU 2014207441 8-Jul-15 2014207441 10-Nov-16 CN 2014800055962 15-Jul-15 2581656 11-Aug-17 EP 14703007.6 14-Aug-15

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





COUNTRY APP NO. FILING DATE PATENT NUMBER ISSUE DATE US 14/760,060 9-Jul-15 AU 2015227440 16-Sep-15 2015227440 30-Mar-17 CN 2015105859497 23-Dec-14 3045520 24-Aug-18 EP 15198373.1 8-Dec-15 US 14/580,312 23-Dec-14 9650792 16-May-17 EP 1151281 12-Jul-00 1072659 13-Oct-04 US 10/062,616 31-Jan-02 6572932 3-Jun-03 US 10/060,487 30-Jan-02 6911263 28-Jun-05 AU 2016243556 6-Nov-17 CN 2016800223098 16-Oct-17 EP 16719581.7 14-Nov-17 TW 105110285 31-Mar-16 624366 21-May-18 US 14/678,163 3-Apr-15 WO PCT/US16/24457 28-Mar-16 AU 2016243132 6-Nov-17 CN 2016800229978 20-Oct-17 EP 16718052 14-Nov-17 US 15564161 3-Oct-17 WO PCT/US16/24462 28-Mar-16 US 62/142,611 3-Apr-15 AU 2016243552 6-Nov-17 CN 2016800226325 18-Oct-17 EP 16719580.9 14-Nov-17 US 14/678,183 3-Apr-15 WO PCT/US16/24451 28-Mar-16 AU 2016357732 18-Apr-18 CN 2016800648806 7-May-18 EP 16866982.8 14-Jun-18 US 15776637 16-May-18 WO PCT/US2016/062133 16-Nov-16 WO PCT/US2017/055060 5-Oct-17 WO PCT/US2017/055047 4-Oct-17 WO PCT/US2017/055077 4-Oct-17 WO PCT/US2017/055089 5-Oct-17 WO PCT/US2017/055044 5-Oct-17 WO PCT/US2017/055033 4-Oct-17 US 14/721,724 26-May-15 9468314 18-Oct-16

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(m) - Arizona Licensed Trademarks

ARMSTRONG

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(s) - Company Licensed Patents

Country App. Status App. Number Filing Date Patent Number Issue Date US Granted 12/425,560 17-Apr-09 8,357,752 22-Jan-13 US Granted 13/741,770 15-Jan-13 8,617,654 31-Dec-13 CN Published 2015109813242 23-Dec-15 EP Published 15202406.3 23-Dec-15 US Granted 14/580,347 23-Dec-14 9,567,755 14-Feb-17 US Pending 15/724,391 5-Oct-17

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 1.1(u) - Diamond Licensed Trademarks

DIAMOND 10

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 6.1 - Presentation of Arizona Licensed Trademarks

Armstrong Logo Usage: 1. Logo Colors: The Armstrong logo can appear only in black, white or 100% Tungsten. If reversed out white, it should be on a dark background color. The entire mark must be the same color. The Armstrong logo cannot be used alone.

2. Logo Size: The minimum logo size is 1 or 25mm. In digital formats, the minimum width is 100 pixels at 72 dpi.

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





3. Clear Space: If the business unit identifier is used below the logo, the clear space is 1∕2 the diameter of the Armstrong ring on the top, right side and left side and the width of the stem in in the lower case r on the bottom.

If the business unit identifier is used above the logo, the clear space is 1∕2 the diameter of the Armstrong ring on the right side, left side and bottom and the width of the stem of the lower case r on the top.

a. There is no clear space defined below the business unit identifier if used below the logo and no clear space defined above the business unit identifier if used above the logo. b. If the business unit identifier is two lines, the clear space definition applies to the top most line, if used above, or bottom most line, if used below the Armstrong logo. 4. Font: The Armstrong logo is considered art and the font type, spacing, bold, cannot be modified.

  5. Logo Background: The logo should never be used on a busy background or one that does not provide enough contrast.

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





6. Logo Direction: The logo can be used on an angle or vertically but must read left to right and top to bottom

7. Circle A: The Circle A can never be used as a separate graphic element.

Notice: 1. The trademark should always be distinguishable from surrounding text - at a minimum, the trademark notice (TM or ®) should be used at least the first time in the text. After first instance, mark should appear with some other distinguishing feature (e.g., different font, all caps, and/or different color) from the surrounding text. 2. Must include notice of AWI Licensing LLC's ownership of the trademark within the credit notice of the product, product documentation, or other product communication. (E.g., Armstrong and the Armstrong Logo are registered trademarks of AWI Licensing LLC.

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Schedule 6.2 - Presentation of Diamond Licensed Trademarks

Diamond 10® Technology trademark and logo usage: 1. When using Diamond 10® Technology in sentences to identify goods or services: a. Always mark with ® (required for first usage on page) b. Always add a space between Diamond and 10. c. Always keep the entire mark together. 2. Use of Diamond 10® or the Diamond 10® logo must include notice of AFI Licensing LLC's ownership of the trademark within the credit notice of the product, product documentation, or other product communication. (E.g., Diamond 10 and the Diamond 10 Technology logo are registered trademarks of AFI Licensing LLC.) 3. Logo Colors: Can appear only in White or 4 Color Process comprised of Morado, Tungsten and Black. If reversed out White, use only on dark background color for contrast.

COLORS

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





4. Logo Size: A general guideline for the maximum width of the logo in any application should be the equivalent to 20% of the width of the shortest side. Exceptions may be made for signage and promotional materials. The minimum logo size is 1 or 25mm. In digital formats, the minimum width is 100 pixels at 72 dpi.

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





5. Clear Space: The size of the clear space around the logo is determined by the size of the circle of the capital height of the word diamond.

6. Font: The Diamond 10 Technology logo is considered art and the font type, spacing, bold, cannot be modified.

7. Logo Background: The logo should never be used on a busy background or one that does not provide enough contrast.

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019





Exhibit A - Trademark License Agreement

Attached.

Source: ARMSTRONG FLOORING, INC., 8-K, 1/7/2019

SOLUTION: 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?

PROBLEM: 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.

      CERES-IGER Collaboration Agreement    Page 22 of 75







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.

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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.

      CERES-IGER Collaboration Agreement    Page 67 of 75







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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    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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      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

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  (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.





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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

Page 2 of 3

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)

Page 1 of 9

  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.

Page 2 of 9

      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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          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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          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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          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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          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.

SOLUTION:
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.