In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Q: Exhibit 10.20

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

Collaboration Agreement

between

Institute of Grassland and Environmental Research

and

Ceres, Inc.         CERES-IGER Collaboration Agreement    Page 1 of 75







TABLE OF CONTENTS             1. RESEARCH PROJECTS      3   2. MANAGEMENT COMMITTEE      7   3. EXCLUSIVITY      8   4. INTELLECTUAL PROPERTY     11   5. USE AND COMMERCIALIZATION RIGHTS     14   6. ENFORCEMENT OF JOINT INTELLECTUAL PROPERTY RIGHTS     16   7. CONFIDENTIALITY     16   8. PUBLICATIONS     18   9. PUBLICITY     18   10. RECORDS AND AUDITS     19   11. INDEPENDENT CONTRACTOR     19   12. CONVENTION ON BIOLOGICAL DIVERSITY     19   13. WARRANTIES     20   14. TERM AND TERMINATION     23   15. DISPUTE RESOLUTION AND APPLICABLE LAW     25   16. NOTICES     26   17. GENERAL     27   18. SPECIAL CONDITIONS IN CONNECTION WITH DEFRA AGREEMENT NF 0426     28   EXHIBIT A     30   DEFINITION OF COLLABORATION CROPS     30   EXHIBIT B     31   PREFERRED FORM OF RECEIPT FORM     31   EXHIBIT C     32   PREFERRED FORMS OF VARIETY EVALUATION AGREEMENT     32   EXHIBIT D     50   EXTERNAL FUNDING   EXHIBIT E     50 51

EXISTING AGREEMENTS     51   EXHIBIT F     56   PRODUCTION AND COMMERCIALIZATION ACTIVITIES     56   EXHIBIT G     57   MODEL LICENSE AGREEMENT FOR NON-TRANSGENIC VARIETIES / NON-UK     57   EXHIBIT H     74   CERTAIN REMUNERATION PRINCIPLES     74         CERES-IGER Collaboration Agreement    Page 2 of 75







COLLABORATION AGREEMENT

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

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

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

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

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

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

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

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

1.4 Each SCHEDULE will at least contain the following:

1.  RESEARCH PROJECTS.

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







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

  •   timelines of such activities

  •   goals, expected results and deliverables

  •   milestones and go and no-go decision points

  •   all reports to be delivered to the MANAGEMENT COMMITTEE (Article 2) and the required delivery dates for the same

  •   additional information on RESEARCH PROJECT activities: breeding records and biological or other material generated in such  activities to be provided to the other Party, including delivery method and time

  •   location of activities

  •   identity of RESEARCH PROJECT principal investigators for CERES and IGER

  •   identity and location of any SUBCONTRACTORS (Article 1.13) to be used for the RESEARCH PROJECT activities

  •   number of FTE's made available by each Party for the RESEARCH PROJECT, including names of any IGER PhD-level employees

  •   other inputs and resources made available by each Party for the RESEARCH PROJECT

  •   financial contributions of each Party to the RESEARCH PROJECT

  •   provisions on intellectual property, including lists of BACKGROUND INTELLECTUAL PROPERTY and any provisions which are  different from those set forth in this Agreement

  •   provisions on use and commercialization rights which are different from those set forth in this Agreement

  •   provisions on expiration and early termination

      CERES-IGER Collaboration Agreement    Page 4 of 75







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

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

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

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

Institute Secretary   Institute of Grassland and Environmental Research   Plas Gogerddan   Aberystwyth   Ceredigion   SY23 3EB   United Kingdom

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

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

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

1.12 The RESEARCH PROJECT principal investigators named in each SCHEDULE shall be charged with leading the RESEARCH PROJECT  described therein.         CERES-IGER Collaboration Agreement    Page 5 of 75







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

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

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

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

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

1.13.3 It is anticipated that any agreements with commercial SUBCONTRACTORS will be entered into by CERES. At CERES' request, IGER will  assist CERES in identifying SUBCONTRACTORS for any field activities. The following conditions shall apply to CERES SUBCONTRACTORS:  CERES will inform IGER, in writing, of any SUBCONTRACTORS used by CERES for the performance of RESEARCH PROJECT activities.         CERES-IGER Collaboration Agreement    Page 6 of 75







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

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

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

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

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

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

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

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

2.  MANAGEMENT COMMITTEE.

      CERES-IGER Collaboration Agreement    Page 7 of 75







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

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

3.2.1 for-profit third parties.

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

  -   supervise and review the implementation of the RESEARCH PROJECTS;

  -   approve principal investigators and project teams for RESEARCH PROJECTS;

  -   determine the resources necessary to achieve the goals of each RESEARCH PROJECT, within the limits of the RESEARCH PROJECT  budget provided in the relevant SCHEDULE;

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

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

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

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

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

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

  -   review reports to be provided pursuant to SCHEDULES;

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

3.  EXCLUSIVITY.

      CERES-IGER Collaboration Agreement    Page 8 of 75







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

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

3.2.2 not-for-profit third parties.

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

IGER will not collaborate with or perform any activities for the benefit of or grant any rights to any not-for-profit third party with respect  to GERMPLASM IMPROVEMENT of COLLABORATION CROPS without the prior written consent of CERES. CERES will not  unreasonably withhold its consent for research programs with respect to GERMPLASM IMPROVEMENT of COLLABORATION CROPS  with academic institutions in the European Union under United Kingdom government or European Union funding, provided that (i) IGER  will have the exclusive right to use and exploit commercially the results of such research programs obtained by IGER, (ii) no  COLLABORATION CROP germplasm will be made available by IGER to any third party for selection, breeding or propagation work, or for  genetic transformation of such germplasm, except that IGER may make available germplasm of CERTAIN MISCANTHUS ACCESSIONS  for research purposes (including breeding), subject to the terms and conditions under which IGER holds such accessions, and (iii) if  requested by CERES, IGER will use reasonable efforts to obtain commercialization rights for CERES on results         CERES-IGER Collaboration Agreement    Page 9 of 75







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

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

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

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

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

3.3 During the term of this Agreement, IGER will notify CERES, in writing, of any contemplated internal (i.e. not involving third parties but  including government-funded) research activities (i.e., non-RESEARCH PROJECTS) that specifically involve the COLLABORATION CROPS,  except research activities that relate solely to environmental impact, carbon sequestration, climate change or agronomy studies. If CERES so  requests, the Parties will negotiate in good faith to agree on a new RESEARCH PROJECT and accompanying SCHEDULE or an amendment to an  existing SCHEDULE on the basis of such research proposal. If CERES does not request such negotiations, or if the Parties fail to reach agreement  on a new SCHEDULE (or amendment to an existing SCHEDULE) within thirty (30) days (or such other time period as the Parties may agree) from  IGER's notice, IGER will have the right, subject to Articles 3.2 and 5.3, to proceed to such internal research, and IGER will provide a written report  to CERES on the results of such research. CERES is hereby granted a first option, to be exercised by written notice within thirty (30) days from         CERES-IGER Collaboration Agreement    Page 10 of 75







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

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

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

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

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

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

4.  INTELLECTUAL PROPERTY.

      CERES-IGER Collaboration Agreement    Page 11 of 75







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

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

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

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

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

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

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

4.6.2 All rights and title to IGER INTELLECTUAL PROPERTY and IGER BACKGROUND INTELLECTUAL PROPERTY shall belong to IGER,  and CERES shall not         CERES-IGER Collaboration Agreement    Page 12 of 75







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

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

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

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

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

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

4.10 If CERES does not elect to file an application for a patent or plant variety rights or continue maintenance of a patent or plant variety rights in a  particular country, consistent with the consultation of Article 4.8, IGER may file such application, continue such prosecution, or maintain such  patent or plant variety rights at its own expense; provided however, that prior to filing any such application IGER will not take any action or  proceed to any filing which would lead to the possible disclosure of information which CERES wishes to keep confidential, as notified by CERES to  IGER in writing. For any such application, patent or plant variety rights, IGER shall serve as the ADMINISTERING PARTY. CERES shall have non- exclusive rights under the specific patent application(s), plant variety right application(s), patent(s) and/or plant variety right(s) in the country(ies)  in which CERES declined to initiate or continue its participation, subject to paying IGER         CERES-IGER Collaboration Agreement    Page 13 of 75







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

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

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

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

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

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

5.  USE AND COMMERCIALIZATION RIGHTS.

  5.1  IGER Research Rights.

  5.2  Commercialization Rights of IGER in the United Kingdom.

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

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

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

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

  5.3  Commercialization Rights — Other.

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

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

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

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

6.  ENFORCEMENT OF JOINT INTELLECTUAL PROPERTY RIGHTS.

7.  CONFIDENTIALITY.

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

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

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

7.4 The Parties acknowledge and agree that IGER will comply with its reporting obligations to DEFRA as required by the DEFRA agreement NF  0426 referred to in EXHIBIT E, provided that IGER shall (i) not disclose any CERES BACKGROUND INTELLECTUAL PROPERTY, CERES  INTELLECTUAL PROPERTY or OTHER RESEARCH RESULTS obtained by CERES, (ii) use all reasonable efforts to ensure that the confidentiality  of all other results of RESEARCH PROJECTS is maintained to the extent allowed by the applicable regulations, and (iii) provide a draft of any such  report to CERES at least thirty (30) days before the submission date and take CERES' comments, if any, into account.         CERES-IGER Collaboration Agreement    Page 17 of 75







8. PUBLICATIONS.

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

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

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

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

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

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

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

9.  PUBLICITY.

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

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

10. RECORDS AND AUDITS.

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

11. INDEPENDENT CONTRACTOR.

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

12. CONVENTION ON BIOLOGICAL DIVERSITY.

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

12.2 Any germplasm of COLLABORATION CROPS made available by IGER for a RESEARCH PROJECT will be identified in detail in the relevant  SCHEDULE. The origin of the material, date of collection and references to any agreements governing such material and/or the collection thereof  will be included. Reference to any such agreements existing on the Effective Date is included in EXHIBIT E or in Article 13.2.1.8.         CERES-IGER Collaboration Agreement    Page 19 of 75







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

13. WARRANTIES.

13.1 Representations and Warranties of CERES.

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

13.1.1 CERES represents and warrants to IGER that:

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

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

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

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

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

13.1.1.6 to the Knowledge of CERES, CERES has the right to make the conveyances and grants in accordance with the Articles hereof,  including, without limitation, the license grants in this Agreement, and no such conveyance or grant violates or constitutes an event that is  or would be with the passage of time, in any         CERES-IGER Collaboration Agreement    Page 20 of 75







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

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

13.2 Representations and Warranties of IGER.

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

13.2.1 IGER represents and warrants to CERES that:

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

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

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

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

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

13.2.1.6 to the Knowledge of IGER, and subject to the Assignment/License referred to in Article 14.1 (e) (v), IGER has the right to make the  conveyances and grants in accordance with the Articles hereof, including, without         CERES-IGER Collaboration Agreement    Page 21 of 75







limitation, the license grants, and no such conveyance or grant violates or constitutes an event that is or would be with the passage of time,  in any material way, a violation, breach or default of, any material agreement or material obligation to which IGER or any such Affiliate of  IGER is a party or by which it is bound;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a) mutual, written agreement of the Parties;

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

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

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

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

14.  TERM AND TERMINATION.

      CERES-IGER Collaboration Agreement    Page 23 of 75







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

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

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

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

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

14.3.2 In case of termination on the basis of Article 14.1 (b) if IGER is the breaching Party, Article 14.1 (c) if IGER ceases substantially all  activities in the COLLABORATION CROPS, Article 14.1 (e) (i) or (ii) or Article 14.1 (f), subject to the obligations of the first sentence of Article  14.3, CERES shall have the exclusive right to use and commercially exploit any JOINT INTELLECTUAL PROPERTY to the extent such JOINT         CERES-IGER Collaboration Agreement    Page 24 of 75







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

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

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

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

15.2 Dispute Resolution and Arbitration.

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

15.2.1 Qualifications of Arbitrators.

15.  DISPUTE RESOLUTION AND APPLICABLE LAW.

      CERES-IGER Collaboration Agreement    Page 25 of 75







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

15.2.2 Location of the Arbitration.

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

15.2.3 Language of Arbitration.

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

15.2.4 Limitation on Remedies.

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

15.3 Applicable law.

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

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

Vice President of Product Development  cc: Legal Department  Ceres, Inc.  1535 Ranch Conejo Blvd.  Thousand Oaks, California 91320  United States of America

Institute Business Manager  OR for legal or financial notices:  Institute Secretary  Institute of Grassland and Environmental Research

16.  NOTICES.

      CERES-IGER Collaboration Agreement    Page 26 of 75







Plas Gogerddan  Aberystwyth  Ceredigion  SY23 3EB  United Kingdom

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

17. GENERAL.

17.1 Entire Agreement/Modifications.

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

17.2 Severability.

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

17.3 Waiver.

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

17.4 Enforcement.

In the event an action is commenced by either Party against the other to enforce any of the provisions of this Agreement, the prevailing Party shall  be entitled to recover from the other Party reasonable attorneys' fees, court costs and necessary disbursements incurred in connection with such  action.         CERES-IGER Collaboration Agreement    Page 27 of 75







17.5 Assignablility.

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

17.6 Force Majeure.

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

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

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

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

18.2 To the extent that IGER INTELLECTUAL PROPERTY or JOINT INTELLECTUAL PROPERTY created in a RESEARCH PROJECT  constitutes or includes Intellectual Property to which rights vest in Defra or the Crown or the Secretary of State, any conveyance or grant of  rights or licenses by IGER to CERES in this Agreement with respect to such IGER INTELLECTUAL PROPERTY or JOINT INTELLECTUAL  PROPERTY, will be read as the grant of an exclusive sublicense under IGER's exclusive license from Defra.         CERES-IGER Collaboration Agreement    Page 28 of 75







IN WITNESS WHEREOF, IGER and CERES have caused this Agreement to be duly executed as indicated below.                     INSTITUTE OF GRASSLAND AND  ENVIRONMENTAL RESEARCH   CERES, INC.

               By:   /s/ MERVYN HUMPHREYS   By:  /s/ RICHARD FLAVELL    Name:

Professor Mervyn Humphreys   Name:

Richard Flavell, CBE, FRS    Title:  Director   Title:  Chief Scientific Officer                        By:  /s/ RICHARD HAMILTON         Name:

Richard Hamilton         Title:  President and Chief Executive Officer          CERES-IGER Collaboration Agreement    Page 29 of 75







EXHIBIT A

to the Collaboration Agreement between IGER and CERES

DEFINITION OF COLLABORATION CROPS

Miscanthus and interbreeding species, including without limitation Saccharum and Erianthus species.         CERES-IGER Collaboration Agreement    Page 30 of 75







EXHIBIT B

to the Collaboration Agreement between IGER and CERES

PREFERRED FORM OF RECEIPT FORM

Packing Slip and Receipt Form  for material transferred pursuant to the Collaboration Agreement dated [x] between INSTITUTE OF  GRASSLAND AND ENVIRONMENTAL RESEARCH and CERES, INC. and SCHEDULES to such Agreement.

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

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

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

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

THIS MATERIAL AND RELATED INFORMATION ARE TRANSFERRED ONLY FOR USE IN COMPLIANCE WITH THE ABOVE MENTIONED  COLLABORATION AGREEMENT AND SCHEDULE. CONFIDENTIALITY OBLIGATIONS APPLY.                     For sending/receipt,   For receipt/sending,                   Signature:     Signature:



   Date:       Date:

               Name: Walter E. Nelson   Name:

                  Title: Product Development Manager CERES, INC.



Title:  INSTITUTE OF GRASSLAND AND  ENVIRONMENTAL RESEARCH



      CERES-IGER Collaboration Agreement    Page 31 of 75







EXHIBIT C

to the Collaboration Agreement between IGER and CERES

PREFERRED FORMS OF VARIETY EVALUATION AGREEMENT

(to be used for field evaluation)

FIELD TRIAL AGREEMENT  (Non transgenic. Fee for service. Academic.)

and

FIELD TRIAL AGREEMENT  (Non transgenic. No payment. Academic.)

PREFERRED FORM OF MATERIAL TRANSFER AGREEMENT  (to be used for transfer of material for other purposes than field evaluation)         CERES-IGER Collaboration Agreement    Page 32 of 75







FIELD TRIAL AGREEMENT  (Non transgenic. Fee for service. Academic.)

1.   THE PARTIES

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

    THE PARTIES HERETO COVENANT AND AGREE AS FOLLOWS:

2.   FIELD TRIAL PROGRAM

  2.1   [CERES/IGER] will deliver to [Party] seeds or other propagating material as described in ANNEX I and related information (jointly  referred to as the CERES/IGER Plant Material). The delivery conditions are set forth in ANNEX I. Promptly upon receipt of the  CERES/IGER Plant Material, Party will sign and return the Receipt Form, in the preferred format attached as ANNEX II to this  Agreement, to [CERES/IGER] (attn: [responsible person at CERES/IGER]).

  2.2   [Party] agrees to perform the activities defined in ANNEX I which shall be referred to hereinafter as the Program. With reasonable  notice [CERES/IGER] may change the activities to be performed in the Program. If such changes do not result in additional work to be  performed by [Party], but consist for example of changes in experimental design or in observations to be made or in information to be  included in reports, they shall be set forth in a written document provided by [CERES/IGER] to [Party] which will be attached to  ANNEX I and form part of it. If such changes result in additional work to be performed by [Party] and require an adaptation of the  remuneration, they shall be set forth in an amendment to this Agreement signed by both Parties. [CERES/IGER] will consider any  suggestions for changes in the Program which [Party] may suggest.

  2.3   In performing the Program activities [Party] undertakes to comply with the work plan and time schedule set forth in ANNEX I.

  2.4   [Party] undertakes only to use the CERES/IGER Plant Material or any part, progeny or seeds thereof for performing the Program  activities to be carried out under the Program and not for any other purpose. Specifically, but without limitation, [Party] shall not use  the Plant Material or any progeny, plants, parts of plants, plant material, seeds or products derived therefrom in any form of reselection,  breeding, sexual crossing, seed production, back crossing, tissue culturing, mutagenesis, genetic transformation or any  biotechnological process, except as specifically approved in this Agreement.       CERES-IGER Collaboration Agreement    Page 33 of 75







  2.5   The CERES/IGER Plant Material will be used only on fields and at premises under the control of [Party] and identified in ANNEX I.

  2.6   Upon termination of the Program, [Party] will, at the option of [CERES/IGER], (i) allow [CERES/IGER] to remove any Plant Material  and any progeny, plants, plant material, seeds or products obtained in the Program or (ii) destroy any remaining CERES/IGER Plant  Material and any plants, plant material and seeds obtained under the Program within fifteen (15) days from [CERES/IGER]'s request to  destroy, and will send [CERES/IGER] forthwith an attestation of such destruction.

  2.7   Subject to giving at least one day's prior written notice in writing or by email to [Party], [CERES/IGER] and [CERES/IGER] invitees  will have the right to visit the fields where Program activities are being conducted at any time, to make observations and to collect  samples.

3.   REPORTS

  3.1   [Party] shall send [CERES/IGER] detailed written reports on the implementation of the Program activities and the observations made  and results obtained during the implementation of the Program. The frequency of the reports and the type of information to be included  in same is set forth in ANNEX I.

  3.2   During the entire Program, [Party] will promptly communicate to [CERES/IGER] any information on the Program activities or the  results obtained or observed that [CERES/IGER] may ask. Between reports, [Party] will also spontaneously communicate to  [CERES/IGER] any unexpected observations or results.

4.   REMUNERATION. PAYMENT

  4.1   [CERES/IGER] will pay [Party] a remuneration as set forth in ANNEX I for the implementation of the Program, in accordance with the  payment schedule set forth in such annex. Overhead costs included in the remuneration shall not exceed [x] percent (x%).

  4.2   The payments will be made on the dates set forth in the payment schedule in ANNEX I provided that [CERES/IGER] has received a  corresponding invoice from [Party] at least thirty (30) days in advance, by bank transfer to [Party's] account mentioned in its invoice.

5.   OWNERSHIP. INTELLECTUAL PROPERTY RIGHTS. EXPLOITATION

  5.1   This Agreement does not bring any change to the ownership and intellectual property rights relating to the CERES/IGER Plant  Material. [Party] acknowledges that the CERES/IGER Plant Material may be covered by patents or patent applications of  [CERES/IGER].

  5.2   [CERES/IGER] will exclusively own any plants, parts of plants, plant material, seeds, information, data, technology, or other findings or  inventions resulting from the       CERES-IGER Collaboration Agreement    Page 34 of 75







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

  5.3   [CERES/IGER] will have the exclusive right to commercialize any of the Results.

6.   CONFIDENTIALITY. PUBLICATIONS.

  6.1   [Party] will treat any and all information and material communicated or transferred to it by [CERES/IGER] pursuant to this Agreement  (including but not limited to the CERES/IGER Plant Material) and any Results (including without limitation any progeny, plants, seeds,  parts of plants, plant material, or products obtained directly or indirectly from the Plant Material) as strictly confidential and will not use  the same for any purpose other than as expressly allowed by this Agreement nor disclose or transfer the same to any third party other  than its employees or staff members necessary to carry out the Program and bound by appropriate secrecy and non-use undertakings  consistent with [Party's] obligations under this Agreement.

  6.2   [Party] shall take all precautions to prevent theft or pilferage of the Plant Material and any progeny, plants, seeds, parts of plants or  plant material obtained directly or indirectly from the Plant Material.

  6.3   [Party] will not grant access to any field where Plant Material or any progeny, plants, seeds, parts of plants or plant material obtained  directly or indirectly from the Plant Material can be viewed to any third party except with the prior written permission of  [CERES/IGER].

  6.4   Publication and Publish shall include any discussion with or presentation to a third party, other than parties referred to in Article  6.1. Examples of Publications include, without limitation: presentation at a conference, submission for publication to a journal,  submission of joint proposals, posting information on a website, posters, abstracts, Ph.D. dissertations, and informal oral discussions.  Subject to [CERES/IGER]'s prior written approval, which will not unreasonably be withheld, [Party] may proceed to Publication of  selected Results provided that: (i) no confidential information of [CERES/IGER] is revealed thereby, (ii) [Party] shall take into account  any suggestions which may be formulated by [CERES/IGER], and (iii) at least thirty (30) days prior to the submission to a publisher or  presentation to any third party, [Party]       CERES-IGER Collaboration Agreement    Page 35 of 75







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

7.   WARRANTIES. LIMITED LIABILITY

  7.1   [Party] acknowledges that the CERES/IGER Plant Material is of an experimental nature and will take all reasonable precautions to  prevent any damage or injury by the CERES/IGER Plant Material and any progeny, plants, parts of plants, plant material, seeds or  products derived therefrom.

  7.2   [Party] warrants that the CERES/IGER Plant Material will exclusively and restrictedly be used under suitable containment conditions,  and in accordance with all applicable regulations, and it will not be used on human subjects. In addition, [Party] will strictly comply  with any planting distance, isolation and similar requirements set forth in ANNEX I. [Party] will obtain any authorizations or permits or  proceed to any notifications which may be required for the Program activities, [Party] will inform [CERES/IGER] in writing, within  thirty (30) days from the Effective Date, of any such requirements and certify its compliance with same.

  7.3   [CERES/IGER] declines any liability for any damage which may be caused by the CERES/IGER Plant Material or the Program activities  or Results to [Party] or any third party.

  7.4   Neither Party shall be liable for indirect, special, remote, incidental or consequential damages or loss of profit in connection with this  Agreement or its implementation.

8.   GENERAL CONDITIONS

  8.1   Amendments: This Agreement, including its annexes, may only be amended by a written document signed by duly authorized  representatives of the Parties.

  8.2   Ambiguities: In case of ambiguity between this Agreement and its annexes, the contents of the agreement shall prevail.

  8.3   Number of copies: This Agreement including its annexes is being made in two (2) copies, one for each Party.

  8.4   Assignment / Subcontracts: [CERES/IGER] has concluded this Agreement with [Party] in view of [Party]'s specific qualifications and  [Party] shall not have the right to assign any of its rights or obligations under this Agreement nor to sub-contract any part of the  Program activities to any third party, except with the prior written approval of [CERES/IGER]. [CERES/IGER] has the right to assign its rights and obligations under this Agreement to any third party. Further, [CERES/IGER] has the right to       CERES-IGER Collaboration Agreement   Page 36 of 75







Made in two (2) copies.

      entrust the implementation of all or part of its obligations under this Agreement to any of its affiliates.

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

  8.6   Governing Law / Jurisdiction: [to be completed]

9.   DURATION

  9.1   This Agreement will enter into force on the Effective Date and will remain in full force and effect until the latest of the following dates:  (i) the [third] anniversary of the Effective Date, (ii) the date of delivery by [Party] of the last report provided for in this Agreement, or  (iii) the dates on which the last payment due by [CERES/IGER] pursuant to this Agreement is made.

  9.2   Notwithstanding Article 9.3., [CERES/IGER] will have the right to terminate this Agreement including the Program at any time with  [three (3)] months' prior written notice. In case of such early termination, [CERES/IGER] will pay the remuneration provided in this  Agreement up to the effective date of termination, and all costs relating to the implementation of this Agreement which [Party]  irrevocably committed to prior to receipt of the notice of termination.

  9.3   Either Party will have the rights to terminate this Agreement unilaterally by registered letter addressed to the other Party in case such  other Party has committed a breach of any of its obligations under this Agreement and has failed to remedy such breach within thirty  (30) days from the receipt of a registered letter specifying the breach.

  9.4   The provisions of Articles 2.6, 5, 6, 7.3, 7.4, 8.5 and 8.6 will survive the expiration or termination of this Agreement.

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

Name:      Name:

Title:       Title:

             By:       By:

Name:      Name:

Title:       Title:

      CERES-IGER Collaboration Agreement   Page 37 of 75







ANNEX I

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

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

Trial Scope and Purpose:

1. Planting Material

2. Program Activities

3. Content and timing of reports         CERES-IGER Collaboration Agreement   Page 38 of 75







ANNEX II

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

FORM OF RECEIPT FORM

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

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

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

[Include description of material and related information.]

THIS MATERIAL AND RELATED INFORMATION ARE TRANSFERRED ONLY FOR USE IN COMPLIANCE WITH THE ABOVE MENTIONED  FIELD TRIAL AGREEMENT. CONFIDENTIALITY OBLIGATIONS APPLY.                 For sending/receipt,   For receipt/sending,             Signature:     Signature:

            Date:       Date:

            Name:       Name:                Title:       Title:    [CERES/IGER]   [Party]          CERES-IGER Collaboration Agreement   Page 39 of 75







FIELD TRIAL AGREEMENT  (Non transgenic. No payment. Academic.)

1.   THE PARTIES

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

    WHEREAS, [CERES/IGER] wishes to obtain information from field trialing certain CERES/IGER plant material;

    WHEREAS, [Party] wishes to include CERES/IGER's plant material in field trials in consideration of its scientific interest in the observations  to be made in such trials and the right to publish certain observations, all subject to the terms and conditions of this Agreement;

    [or other introduction as appropriate]

    NOW THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, [CERES/IGER] and [Party]  hereby agree as follows:

2.   FIELD TRIAL PROGRAM

  2.1   [CERES/IGER] will deliver to [Party] seeds or other propagating material as described in ANNEX I and related information (jointly  referred to as the CERES/IGER Plant Material). The delivery conditions are set forth in ANNEX I. Promptly upon receipt of the  CERES/IGER Plant Material, Party will sign and return the Receipt Form, in the preferred format attached as ANNEX II to this  Agreement, to [CERES/IGER] (attn: [responsible person at CERES/IGER]).

  2.2   [Party] agrees to perform the activities defined in ANNEX I which shall be referred to hereinafter as the Program. With reasonable  notice [CERES/IGER] may change the activities to be performed in the Program. If such changes do not result in additional work to be  performed by [Party], but consist for example of changes in experimental design or in observations to be made or in information to be  included in reports, they shall be set forth in a written document provided by [CERES/IGER] to [Party] which will be attached to  ANNEX I and form part of it. If such changes result in additional work to be performed by [Party], they shall be set forth in an  amendment to this Agreement signed by both Parties. [CERES/IGER] will consider any suggestions for changes in the Program which  [Party] may suggest.

  2.3   In performing the Program activities [Party] undertakes to comply with the work plan and time schedule set forth in ANNEX I.       CERES-IGER Collaboration Agreement   Page 40 of 75







  2.4   [Party] undertakes only to use the CERES/IGER Plant Material or any part, progeny or seeds thereof for performing the Program  activities to be carried out under the Program and not for any other purpose. Specifically, but without limitation, [Party] shall not use  the Plant Material or any progeny, plants, parts of plants, plant material, seeds or products derived therefrom in any form of reselection,  breeding, sexual crossing, seed production, back crossing, tissue culturing, mutagenesis, genetic transformation or any  biotechnological process, except as specifically approved in this Agreement.

  2.5   The CERES/IGER Plant Material will be used only on fields and at premises under the control of [Party] and identified in ANNEX I.

  2.6   Upon termination of the Program, [Party] will, at the option of [CERES/IGER], (i) allow [CERES/IGER] to remove any Plant Material  and any progeny, plants, plant material, seeds or products obtained in the Program or (ii) destroy any remaining CERES/IGER Plant  Material and any plants, plant material and seeds obtained under the Program within fifteen (15) days from [CERES/IGER]'s request to  destroy, and will send [CERES/IGER] forthwith an attestation of such destruction.

  2.7   Subject to giving at least one day's prior written notice in writing or by email to [Party], [CERES/IGER] and [CERES/IGER] invitees  will have the right to visit the fields where Program activities are being conducted at any time, to make observations and to collect  samples.

3.   REPORTS

  3.1   [Party] shall send [CERES/IGER] detailed written reports on the implementation of the Program activities and the observations made  and results obtained during the implementation of the Program. The frequency of the reports and the type of information to be included  in same is set forth in ANNEX I.

  3.2   During the entire Program, [Party] will promptly communicate to [CERES/IGER] any information on the Program activities or the  results obtained or observed that [CERES/IGER] may ask. Between reports, [Party] will also spontaneously communicate to  [CERES/IGER] any unexpected observations or results.

4.   REMUNERATION. PAYMENT

    No remuneration will be due.

5.   OWNERSHIP. INTELLECTUAL PROPERTY RIGHTS. EXPLOITATION

  5.1   This Agreement does not bring any change to the ownership and intellectual property rights relating to the CERES/IGER Plant  Material. [Party] acknowledges that the CERES/IGER Plant Material may be covered by patents or patent applications of  [CERES/IGER].

  5.2   [CERES/IGER] will exclusively own any plants, parts of plants, plant material, seeds, information, data, technology, or other findings or  inventions resulting from the       CERES-IGER Collaboration Agreement   Page 41 of 75







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

  5.3   [CERES/IGER] will have the exclusive right to commercialize any of the Results.

6.   CONFIDENTIALITY. PUBLICATIONS.

  6.1   [Party] will treat any and all information and material communicated or transferred to it by [CERES/IGER] pursuant to this Agreement  (including but not limited to the CERES/IGER Plant Material) and any Results (including without limitation any progeny, plants, seeds,  parts of plants, plant material, or products obtained directly or indirectly from the Plant Material) as strictly confidential and will not use  the same for any purpose other than as expressly allowed by this Agreement nor disclose or transfer the same to any third party other  than its employees or staff members necessary to carry out the Program and bound by appropriate secrecy and non-use undertakings  consistent with [Party's] obligations under this Agreement.

  6.2   [Party] shall take all precautions to prevent theft or pilferage of the Plant Material and any progeny, plants, seeds, parts of plants or  plant material obtained directly or indirectly from the Plant Material.

  6.3   [Party] will not grant access to any field where Plant Material or any progeny, plants, seeds, parts of plants or plant material obtained  directly or indirectly from the Plant Material can be viewed to any third party except with the prior written permission of  [CERES/IGER].

  6.4   Publication and Publish shall include any discussion with or presentation to a third party, other than parties referred to in Article  6.1. Examples of Publications include, without limitation: presentation at a conference, submission for publication to a journal,  submission of joint proposals, posting information on a website, posters, abstracts, Ph.D. dissertations, and informal oral discussions.  Subject to [CERES/IGER]'s prior written approval, which will not unreasonably be withheld, [Party] may proceed to Publication of  selected Results provided that: (i) no confidential information of [CERES/IGER] is revealed thereby, (ii) [Party] shall take into account  any suggestions which may be formulated by [CERES/IGER], and (iii) at least thirty (30) days prior to the submission to a publisher or  presentation to any third party, [Party]       CERES-IGER Collaboration Agreement   Page 42 of 75







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

7.   WARRANTIES. LIMITED LIABILITY

  7.1   [Party] acknowledges that the CERES/IGER Plant Material is of an experimental nature and will take all reasonable precautions to  prevent any damage or injury by the CERES/IGER Plant Material and any progeny, plants, parts of plants, plant material, seeds or  products derived therefrom.

  7.2   [Party] warrants that the CERES/IGER Plant Material will exclusively and restrictedly be used under suitable containment conditions,  and in accordance with all applicable regulations, and it will not be used on human subjects. In addition, [Party] will strictly comply  with any planting distance, isolation and similar requirements set forth in ANNEX I. [Party] will obtain any authorizations or permits or  proceed to any notifications which may be required for the Program activities, [Party] will inform [CERES/IGER] in writing, within  thirty (30) days from the Effective Date, of any such requirements and certify its compliance with same.

  7.3   [CERES/IGER] declines any liability for any damage which may be caused by the CERES/IGER Plant Material or the Program activities  or Results to [Party] or any third party.

  7.4   Neither Party shall be liable for indirect, special, remote, incidental or consequential damages or loss of profit in connection with this  Agreement or its implementation.

8.   GENERAL CONDITIONS

  8.1   Amendments: This Agreement, including its annexes, may only be amended by a written document signed by duly authorized  representatives of the Parties.

  8.2   Ambiguities: In case of ambiguity between this Agreement and its annexes, the contents of the agreement shall prevail.

  8.3   Number of copies: This Agreement including its annexes is being made in two (2) copies, one for each Party.

  8.4   Assignment / Subcontracts: [CERES/IGER] has concluded this Agreement with [Party] in view of [Party]'s specific qualifications and  [Party] shall not have the right to assign any of its rights or obligations under this Agreement nor to sub-contract any part of the  Program activities to any third party, except with the prior written approval of [CERES/IGER]. [CERES/IGER] has the right to assign its rights and obligations under this Agreement to any third party. Further, [CERES/IGER] has the right to       CERES-IGER Collaboration Agreement   Page 43 of 75







Made in two (2) copies.

      entrust the implementation of all or part of its obligations under this Agreement to any of its affiliates.

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

  8.6   Governing Law / Jurisdiction: [to be completed]

9.   DURATION

  9.1   This Agreement will enter into force on the Effective Date and will remain in full force and effect until the latest of the following dates:  (i) the [third] anniversary of the Effective Date, (ii) the date of delivery by [Party] of the last report provided for in this Agreement, or  (iii) the dates on which the last payment due by [CERES/IGER] pursuant to this Agreement is made.

  9.2   Notwithstanding Article 9.3., [CERES/IGER] will have the right to terminate this Agreement including the Program at any time with  [three (3)] months' prior written notice.

  9.3   Either Party will have the rights to terminate this Agreement unilaterally by registered letter addressed to the other Party in case such  other Party has committed a breach of any of its obligations under this Agreement and has failed to remedy such breach within thirty  (30) days from the receipt of a registered letter specifying the breach.

  9.4   The provisions of Articles 2.6, 5, 6, 7.3, 7.4, 8.5 and 8.6 will survive the expiration or termination of this Agreement.

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

Name:      Name:

Title:       Title:

             By:       By:

Name:      Name:

Title:       Title:

      CERES-IGER Collaboration Agreement   Page 44 of 75







ANNEX I

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

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

Trial Scope and Purpose:

1. Planting Material

2. Program Activities

3. Content and timing of reports         CERES-IGER Collaboration Agreement   Page 45 of 75







ANNEX II

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

FORM OF RECEIPT FORM

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

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

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

[Include description of material and related information.]

THIS MATERIAL AND RELATED INFORMATION ARE TRANSFERRED ONLY FOR USE IN COMPLIANCE WITH THE ABOVE MENTIONED  FIELD TRIAL AGREEMENT. CONFIDENTIALITY OBLIGATIONS APPLY.                 For sending/receipt,   For receipt/sending,             Signature:     Signature:

            Date:       Date:

            Name:       Name:                Title:       Title:    [CERES/IGER]   [Party]          CERES-IGER Collaboration Agreement   Page 46 of 75







Material Transfer Agreement — Biological Material for Research Purposes

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

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

1.   To use the Biological Material only for the purpose of academic research at the laboratories of the Recipient and not in any collaboration  with a third party. More specifically the Biological Material will only be used for the following purpose:

    [to be completed]

    The Recipient will specifically but without limitation not use the Biological Material for the following purposes:

    Generation of plants for use in seed production to increase the volume of seed available; generation of plants for use in any breeding or  back crossing experiments; any tissue culture, mutagenesis, genetic transformation or any biotechnological process, except if expressly  defined as the purpose of this Agreement.

    The Biological Material will not be used for production of a commercial product, or for patent purposes or for applications for plant variety  rights.

2.   Not to provide samples of the Biological Material or samples of material extracted from or derived from the Biological Material or any  technical information relating thereto, to third parties without specific written permission from IGER. Samples may only be provided to  members of your immediate research team, who undertake to respect these conditions.

3.   Not without IGER's prior written permission (which shall not be unreasonably refused) to disclose to any third party or publish details of the  Biological Material, its manufacture or use, or details of any other material that could not have been made but for the Biological Material, or  information on results obtained through the use of the Biological Material and to acknowledge the source of the Biological Material in any  such publication for which permission is granted. The Recipient must provide IGER any proposed publication at least thirty (30) days prior to  submission. IGER will review such proposed publication for the need of intellectual property protection and/or to identify any inadvertent  disclosure of proprietary information. If necessary, the Recipient agrees to (i) delay publication by no more than sixty (60) days to enable the  filing of an application for intellectual property protection and/or (ii) remove any proprietary information identified by IGER.       CERES-IGER Collaboration Agreement   Page 47 of 75







The Schedule

[to be completed]

4.   The Recipient acknowledges that the Biological Material and any material or information obtained through the use thereof shall always  remain the property of IGER. Upon completion of the research activities defined herein, the Recipient shall, at the option of IGER, (i) return to  IGER all unused Biological Material supplied by IGER and all materials, regardless of type, produced from the Biological Material or (ii)  destroy all unused Biological Material supplied by IGER and all materials, regardless of type, produced from the Biological Material.

5.   The Recipient will not obtain, and will not attempt to obtain patent coverage on the Biological Material or on any use of the Biological  Material or on any other material or information that could not have been made or obtained but for the Biological Material.

6.   The Recipient agrees promptly to disclose to IGER all information relating to research performed using the Biological Material and all  information relating to any modifications or improvements of the Biological Material or any material derived from the Biological Material.  [specific reporting obligations to be included]

7.   The Recipient and Recipient Institution will use the Biological Material in compliance with all applicable laws and regulations including  current health and safety guidelines for work with recombinant DNA (if applicable) and for transport of materials and protection of the  environment. The Recipient and Recipient Institution agree to waive all claims against IGER and to defend and Indemnify IGER from all  claims and damages asserted by third parties arising from the use, storage, handling and disposal of the Biological material by the Recipient.

8.   The Biological Material is experimental in nature and is provided without any warranties express or implied, including any warranties of  merchantability or fitness for any purpose.

9.   IGER makes no representation that the use of the Biological Material will not infringe any patent or other intellectual property right and the  Recipient hereby indemnifies IGER from and against all actions, claims, proceedings or demands which may be brought against IGER by third  parties in respect of the infringement of any intellectual property right arising out of the Recipient's' exercising of its rights under this  Agreement.

10.   The Recipient shall ensure that its employees, officers and agents comply with the obligations imposed upon the Recipient by this  Agreement as if personally bound by such obligations.

      CERES-IGER Collaboration Agreement   Page 48 of 75







Signed for and on behalf of IGER:

Signature:

Name: P.A. Fentem

Title: Institute Business Manager

Date:



Recipient Institution:    Recipient:

Signature:    Signature:

Name:    Name:

Position:    Date:

Date:

      CERES-IGER Collaboration Agreement   Page 49 of 75







EXHIBIT D

to the Collaboration Agreement between IGER and CERES

EXTERNAL FUNDING

•   Defra project NF0426 The genetic improvement of miscanthus for Biomass

    1 April 2004 — 31 March 2009 — see EXHIBIT E

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

    1 January 2004 — 31 December 2007 — see EXHIBIT E

•   Supergen — Biomass, Biofuels and Energy Crops Consortium

    1 April 2003 — 31 March 2007 — see EXHIBIT E

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

    1 April 2007 — 31 March 2011 — see EXHIBIT E       CERES-IGER Collaboration Agreement   Page 50 of 75







EXHIBIT E

to the Collaboration Agreement between IGER and CERES

EXISTING AGREEMENTS

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

Duration: 1/4/04 — 31/3/09

Partners: PRI

Scope and roles of partners

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

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

Rights of third parties on any IGER background material/information

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

Any exclusivity/non competition

No

Any rights of third parties on results obtained by IGER

Rights of Tinplant with respect to materials developed using their germplasm.  NOTE: any future use of Tinplant germplasm for breeding purposes will be subject to mutual agreement of IGER and CERES.

  1.   Assessment of genetic resources available in UK and elsewhere for yield, canopy development, flowering time (IGER) overwintering  and combustion quality (PRI)

  2.   Hybridisation and selection based on general and specific combining ability of diploid accessions (IGER, PRI)

  3.   Hybridisation of diploid and tetraploid accessions to produce new sterile triploid hybrids (IGER)

  4.   Improvement of breeding efficiency based on early morpho-physiological prediction of productivity and persistence and indirect  measurement of chemical composition (IGER)

  5.   The production of large trait mapping populations and identification of a realistic cost effective road map to more efficient breeding  through the development of marker-assisted selection (IGER,PRI)

  6.   Identification with Defra of the exploitation route in UK and Europe taking into account expertise in large scale production and  marketing (IGER,PRI)

      CERES-IGER Collaboration Agreement    Page 51 of 75







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

Duration: 1/1/04 — 31/12/07

Partners and roles:

Instituto Superior de Agronomia (Portugal)  Agronomy and harvesting of Cynara, Arundo, Sorghum

Associacao de Prudutores Florestias (Portugal)  Agronomy, harvesting and conversion of Cynara, Arundo and Sorghum

Universidade de Evora (Portugal)  Agronomy, harvesting of Cynara, Sorghum

Instituto Nacional de Engenharia, Tecnologia e Invacao (Portugal)  Gasification and combustion of Cynara, Arunda, Sorghum

Associacao Florestal da Galizia (Spain)  Agronomy, combustion analysis and alcohol production from Cynara, Arunda, Sorghum

Mid-South Roscommon Rural Development Company Ltd (Ireland)  Identify and monitor farm performance of biomass crops including miscanthus, reed canary grass, and willow.

IGER (UK)  Agronomy and chemical composition analysis of miscanthus. Hybrid miscanthus trials.

Scope: Analysis of technical and economic aspects of installation of Cynara cardunculus, Arundo donax, Sorghum bicolor and miscanthus in  different regions.  Conversion of biomass by burning and through conversion to alcohol

Material and information provided and to be provided by IGER

Agronomy data, hybrid trial data, chemical composition data.

Rights of parties to results

All project results to be left 'free of all rights'

Rights of third parties on any Background

None

Any exclusivity/non competition

None

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

None         CERES-IGER Collaboration Agreement    Page 52 of 75







Title: Supergen — Biomass, Biofuels and Energy Crops Consortium

Duration: 1/4/03 — 31.3.07

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

Conversion and energy generation — pyrrolysis and combustion  Economics and market issues   Integration of fuel production, conversion and end use  Environmental issues

Partners and roles

University of Leeds  Combustion behaviour of buiomass

Aston University  Mass pyrrolysis for biooil

University of Sheffield  Modelling combustion processes

University of Ulster  Techno-economics of combustion and pyrrolysis

Cranfield University  Corrosion in combustion

University of Manchester  Socio-economic analysis

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

Alston Power Ltd  Combustion

Bical Ltd  Miscanthus agronomy

E.ON UK Ltd  Combustion

Rural Regeneration Ltd  Environmental impact         CERES-IGER Collaboration Agreement    Page 53 of 75







IGER

Materials and information provided by IGER

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

Rights of IGER and other parties on results

All parties own their own Resulting IP.  Partners must make their Resulting IP available to other partners for research purposes   Subject to agreement on commercial terms partners grant each other non-exclusive license to use their IP for commercial purposes   A partner can not unreasonably refuse access on reasonable terms to a second partner to its IP if access is necessary for that second partner to  commercialise its own IP

Rights to IGER Background

Partners may use IGER's Background for purposes of project and for internal research purposes   IGER's Background may be made available to another partner for commercial purposes subject to commercial terms   IGER's Background to be licensed on fair and reasonable terms when necessary for another partner to commercially exploit its own Resulting IP.

Exclusivity/non competition

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

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

None         CERES-IGER Collaboration Agreement    Page 54 of 75







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

Duration: 1/4/07 — 31/3/11

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

Roles of partners:

Materials and information provided and to be provided by IGER:

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

Rights of parties to results

Each party owns the IP on the results it produces

Rights of third parties to any background

Rights of GAGE to collection covered in GAGE agreement

Exclusivity/non competition

None

Rights of third parties on IGER results outside of agreement activities

None

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

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

      CERES-IGER Collaboration Agreement    Page 55 of 75







EXHIBIT F

to the Collaboration Agreement between IGER and CERES

PRODUCTION AND COMMERCIALIZATION ACTIVITIES

CERES will:

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

  1.   Identify growers and establish grower contracts

  2.   Lease, build or buy production facility

  3.   Establish quality testing capability

  4.   Establish a sales force and distribution network and/or distribution through existing distribution systems and/or establish any other  commercialization system.

      CERES-IGER Collaboration Agreement    Page 56 of 75







EXHIBIT G

to the Collaboration Agreement between IGER and CERES

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

EXCLUSIVE LICENSE AGREEMENT FOR [VARIETY X]

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

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

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

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

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

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

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

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

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

1.  DEFINITIONS.

      CERES-IGER Collaboration Agreement    Page 57 of 75







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

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

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

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

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

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

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

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

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

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

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

1.13 NET SALES shall mean the actual wholesale price for COMMERCIAL PROPAGULES of the LICENSED VARIETY received by CERES or  any AFFILIATED COMPANY for the sale of such propagules, excluding propagating material for further production of propagating material, less  any (a) customary trade, quantity, or cash discounts; (b) amounts repaid or credited by reason of rejection or return; (c) any sales, use, tariff,  customs duties, V.A.T. and/or other taxes, duties and similar governmental assessments (except taxes based on income); (d) outbound  transportation, shipping, packing, costs of insurance in transit paid by CERES or an AFFILIATED COMPANY; and (e) cost of any coating  materials that may have been applied to the COMMERCIAL PROPAGULES.         CERES-IGER Collaboration Agreement    Page 58 of 75







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

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

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

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

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

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

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

2.  GRANT OF LICENSE.
2.1 IGER hereby grants CERES under IGER'S interest in any JOINT INTELLECTUAL PROPERTY and OTHER RESEARCH RESULTS, the IGER  INTELLECTUAL PROPERTY set forth in ANNEX I, and the IGER BACKGROUND INTELLECTUAL PROPERTY set forth in ANNEX I:

  (a)   the exclusive right and license to produce COMMERCIAL PROPAGULES of the LICENSED VARIETY in the TERRITORY, including  intermediate propagation material; and       CERES-IGER Collaboration Agreement    Page 59 of 75
  (b)   the exclusive right and license to use, sell and commercially exploit the COMMERCIAL PROPAGULES of the LICENSED VARIETY in  the TERRITORY.






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

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

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

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

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






3.  INTELLECTUAL PROPERTY RIGHTS.




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

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

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

      3.4 The obligations of this Article 3.4 shall not apply to any jurisdictions in which CERES has elected not to apply for intellectual property  protection. CERES and IGER shall avoid carrying out any act that would prejudice the grant of INTELLECTUAL PROPERTY RIGHTS. Without  limitation, neither Party shall make available reproductive material of the LICENSED VARIETY at a date or in a manner that might jeopardize the  right to seek INTELLECTUAL PROPERTY RIGHTS protection for the LICENSED VARIETY. CERES, whether directly or through any  SUBLICENSEE, shall not sell any propagules of the LICENSED VARIETY until such time as the requirements for INTELLECTUAL PROPERTY  RIGHTS have been established.
      CERES-IGER Collaboration Agreement    Page 60 of 75
3.5 CERES shall use all reasonable endeavors to ensure in any sales jurisdiction of the TERRITORY in which INTELLECTUAL PROPERTY  RIGHTS exist that all bags or containers supplied by CERES and any SUBLICENSEE containing only propagules of such LICENSED VARIETY are  clearly labeled to show that the LICENSED VARIETY is protected by INTELLECTUAL PROPERTY RIGHTS.

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

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

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

4.  LICENSED VARIETY CONSIDERATION.

  4.2.1  on NET SALES

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

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

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

  4.2.2  on LICENSE INCOME

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

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

  (c)   [[***] x%] of LICENSE INCOME if the LICENSED VARIETY constitutes JOINT INTELLECTUAL PROPERTY.       CERES-IGER Collaboration Agreement    Page 61 of 75







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

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

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

Institute Secretary  Institute of Grassland and Environmental Research  Plas Gogerddan  Aberystwyth  Ceredigion  SY23 3EB  United Kingdom

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

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

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

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

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

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

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

5.  DENOMINATIONS, VARIETY NAMES, TRADE MARKS.

      CERES-IGER Collaboration Agreement    Page 62 of 75







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

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

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

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

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

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

6.  QUALITY AND PERFORMANCE REGULATIONS.

7.  DILIGENCE.

      CERES-IGER Collaboration Agreement    Page 63 of 75







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

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

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

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

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

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

8.  BOOKS, RECORDS AND RIGHT OF AUDIT.

9.  ABATEMENT OF INFRINGEMENT.

      CERES-IGER Collaboration Agreement    Page 64 of 75







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

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

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

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

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

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

10.  CONFIDENTIALITY.

11.  NOTICES.

      CERES-IGER Collaboration Agreement    Page 65 of 75







Vice President of Product Development  cc: Legal Department  Ceres, Inc.  1535 Ranch Conejo Blvd.  Thousand Oaks, California 91320  United States of America

Institute Business Manager  OR for legal or financial notices:  Institute Secretary  Institute of Grassland and Environmental Research  Plas Gogerddan  Aberystwyth  Ceredigion  SY23 3EB  United Kingdom

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

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

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

12.3 Nothing in this Agreement shall be construed as:

12.  DISCLAIMERS.

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

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

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

  (d)   a grant by implication, estoppel, or otherwise of any licenses under any intellectual property rights of IGER or other persons other than  as provided in Article 2.1 hereof.       CERES-IGER Collaboration Agreement    Page 66 of 75







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

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

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

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

13.  INDEMNIFICATION.

14.  PUBLICITY AND USE OF NAMES.

15.  DISPUTE RESOLUTION AND APPLICABLE LAW.

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

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

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

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

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

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

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

16.  TERM AND TERMINATION.

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

  (b)   in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, the tenth  (10th) anniversary of the date of the first sale of a LICENSED VARIETY in such jurisdiction.       CERES-IGER Collaboration Agreement    Page 68 of 75







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

16.3 IGER will have the right to terminate this Agreement unilaterally with thirty (30) days' written notice to CERES, (a) if CERES seeks protection  under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is  instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES  (excluding any situation where all or substantially all of CERES' assets, stock or business to which this Agreement relates are acquired by a third  party (whether by sale, acquisition, merger, operation of law or otherwise)).

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

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

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

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

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

16.9 Termination of this Agreement shall not prevent:

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

  (b)   either Party from obtaining a remedy for any breach of the provisions of this Agreement.       CERES-IGER Collaboration Agreement    Page 69 of 75







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

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

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

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

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

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

17.  GENERAL.

      CERES-IGER Collaboration Agreement    Page 70 of 75







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

IN WITNESS WHEREOF, IGER and CERES have caused this Agreement to be duly executed as indicated below.                 INSTITUTE OF GRASSLAND   AND ENVIRONMENTAL RESEARCH   CERES, INC.

            By:       By:

Name:     Name:

Title:      Title:

Date:      Date:

            By:       By:

Name:     Name:

Title:      Title:

Date:      Date:

      CERES-IGER Collaboration Agreement    Page 71 of 75







ANNEX I   INTELLECTUAL PROPERTY

INTELLECTUAL PROPERTY RIGHTS for the LICENSED VARIETY

JOINT INTELLECTUAL PROPERTY

IGER INTELLECTUAL PROPERTY

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







ANNEX II  MARKETING PLAN  (Article 1.18)

1.   TIMING

    The MARKETING PLAN is to cover a five year period and shall be reviewed annually with adjustments made for further five year periods in  line with market conditions (or projections of the same) and the agronomic performance of the LICENSED VARIETY.

2.   POSITIONING

    An assessment of the potential of the LICENSED VARIETY in an identified market.

3.   PROMOTION

    Details of all project promotional activities, plus anticipated, related expenditures, that are intended to the LICENSED VARIETY achieves its  maximum market potential.

4.   DISTRIBUTION

    Details of the proposed distribution network and activities for supporting the distributor or retailer plus anticipated promotion activities of  the distributor/retailer. NOTE: If the anticipated distribution network includes the creation of a new COMMERCIAL PROPAGULES company,  details regarding this important component should be included here.

5.   EVALUATION

    Details of planned evaluation and demonstration, if any.

6.   PROTECTION

    Anticipated intellectual property protection requirements.

7.   COMMERCIAL PROPAGULES SALES

    Estimated sales including grade of COMMERCIAL PROPAGULES, volume and price and country of destination.

8.   ROYALTY INCOME

  a.   Estimated royalty payments; and

  b.   Commencement date of payment.

9.   COMMERCIAL PROPAGULES PRODUCTION

    Estimated production, including grade of COMMERCIAL PROPAGULES, land area to be sown, estimated production and harvest date.       CERES-IGER Collaboration Agreement    Page 73 of 75







EXHIBIT H

to the Collaboration Agreement between IGER and CERES

CERTAIN REMUNERATION PRINCIPLES

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

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

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

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

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

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

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

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

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

      CERES-IGER Collaboration Agreement    Page 74 of 75







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

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

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

    TRAIT shall mean a valuable characteristic of a plant selected by CERES (e.g. drought tolerance, specific flowering time) where at least  seventy percent (70%) of such characteristic is associated with no more than two (2) identified markers.

    1.2 Royalty on LICENSE INCOME (defined as in EXHIBIT H) — to be determined in function of business model.

      CERES-IGER Collaboration Agreement    Page 75 of 75







AMENDMENT I

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

Made in two (2) copies.

Page 1 of 1

  1.   The Parties agree to replace sixty (60) days by two hundred ten (210) days in Article 14.1 (e) (v) of the Agreement.

  2.   The Parties agree that this Amendment I is effective as of June 1, 2007.

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

                      INSTITUTE OF GRASSLAND AND ENVIRONMENTAL RESEARCH     CERES, INC.      By:    /s/ MERVYN HUMPHREYS     By:  /s/ RICHARD FLAVELL    Name:

Professor Mervyn Humphreys    Name:

Richard Flavell, CBE, FRS    Title:   Director     Title:  Chief Scientific Officer                              By:  /s/ RICHARD HAMILTON            Name:

Richard Hamilton            Title:  President and Chief Executive Officer







AMENDMENT II

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

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

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

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

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

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

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  1.   The Parties agree that Aberystwyth University, a Higher Education Establishment registered in the United Kingdom No. RC000641,  having an office at Old College, King Street, Aberystwyth SY23 2AX (AU) should be substituted as a contract party to the Agreement  in place of IGER.

  2.   The Parties agree to amend Article 14.1 (e) (v) of the Agreement so as to read as follows:

      (v) with thirty (30) days' written notice to AU if Defra has not assigned to AU, or granted to AU a license reasonably satisfactory to  CERES on, the Intellectual Property vested in Defra or the Crown or the Secretary of State pursuant to the DEFRA agreement NF 0426  within three (3) years from the Effective Date (the Assignment/License); provided however that Ceres will not unreasonably refuse to  extend such three (3) year term by six (6) months if so requested by AU by December 31, 2009.

  3.   The Parties agree to add the following clause in Article 6 of Schedule 1:

      As long as the assignment or license grant by Defra to AU, and the corresponding grant of a license or sublicense to CERES in  compliance with the Agreement, has not occurred, CERES will have the right to withhold [***]







Made in two (2) copies.

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

  (i)   with respect to [***] percent ([***]%) of the funding, as of the date CERES effectively receives a license or sublicense  satisfactory to CERES on CERTAIN MISCANTHUS ACCESSIONS (defined in Article 3.2.1 b. of the Agreement) and related  information.

  (ii)   with respect to [***] percent ([***]%) of the funding as of the date CERES effectively receives a license or sublicense  satisfactory to CERES on the Intellectual Property vested in Defra or the Crown or the Secretary of State pursuant to the Defra  agreement NF0426.

  4.   The Parties agree that this Amendment II is deemed to have become effective as of May 1, 2008.

  5.   For the remainder, the Agreement and Schedule 1 remain unchanged and this Amendment II shall form an integral part thereof.

                      ABERYSTWYTH UNIVERSITY      CERES, INC.      By:   Name:   /s/ S.G.A. DURBIN

S.G.A. Durbin     By:  Name:   /s/ RICHARD FLAVELL

Richard Flavell, CBE, FRS

Title:  Director, Risk & Research Finance     Title:  Chief Scientific Officer

          By:  Name:   /s/ RICHARD HAMILTON

Richard Hamilton

        Title:  President and Chief Executive Officer







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

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

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

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

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

GENERAL

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

Development of Miscanthus Species for Energy Crops — Scientific Overview

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

I. Propagation.

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

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

CERES-IGER SCHEDULE 1

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



INSTITUTE OF GRASSLAND AND ENVIRONMENTAL RESEARCH (IGER), a company limited by guarantee, registered in  England No. 473456 and a registered Charity No. 272150, having an office at Plas Gogerddan, Aberystwyth, Ceredigion, SY23 3EB,  United Kingdom

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

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

I.A.  Rationale:







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

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

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

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

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

CERES-IGER SCHEDULE 1

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

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

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

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

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

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

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

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

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







II. Breeding

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

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

CERES-IGER SCHEDULE 1

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

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

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

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

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

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

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

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

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

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

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

II.A.  Rationale:

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







CERES-IGER SCHEDULE 1

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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







CERES-IGER SCHEDULE 1

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

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

      II D. Goal: Improved Miscanthus Varieties.

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

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

3.   RESEARCH AND DEVELOPMENT PLAN

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

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

  •   Timelines of such activities

  •   Goals, expected results and deliverables

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

  •   FTEs

4.   LOCATION OF WORK:

    IGER Work:

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

    CERES Work:

    Thousand Oaks, CA and potential subcontractor locations.

5.   PHD LEVEL SCIENTIFIC STAFF:

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

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

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







CERES-IGER SCHEDULE 1

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6.   FUNDING APPROVED:

    See attached Budget (Attachment B).

7.   REPORTS:

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

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

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

  •   Actual spending relative to budget.

  •   INTELLECTUAL PROPERTY generated during the period.

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

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

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

  •   Breeding records.

  •   Copies of field or glasshouse books and records.

  •   Copies of raw field trial data.

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

8.   REPORT DATES:

    Annual report: Due at annual meeting in January.

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

9.   SUBCONTRACTORS AND LOCATIONS:

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

10.  MAJOR CONSUMABLES TO BE PURCHASED:

    None designated at the commencement date of this SCHEDULE.

11.  ASSETS:







CERES-IGER SCHEDULE 1

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    Not applicable.

12.  INSURANCE:

    Not applicable.

13.  INTELLECTUAL PROPERTY RIGHTS:

13.1  IGER Background Intellectual Property:

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

  13.2.  CERES Background Intellectual Property:

  •   Molecular markers

  •   Genome sequence information

  •   [***]

  •   [***] information

  •   Proprietary software

14.  USE AND COMMERCIALIZATION RIGHTS:

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

15.  CONFIDENTIALITY/PUBLICATION:

    Controlled by CA.

16.  COMMENCEMENT/TERM:

    Commencement: April 1, 2007

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

17.  PROVISIONS FOR EARLY TERMINATION:

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







CERES-IGER SCHEDULE 1

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

    This SCHEDULE shall expire pursuant to the terms set forth in this SCHEDULE, unless extended by the mutual agreement of the Parties, or  unless sooner terminated in accordance with the following provisions of this Article:

    (a) mutual, written agreement of the Parties;

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

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

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

    (e) CERES will have the right to terminate this SCHEDULE unilaterally: (i) with thirty (30) days' written notice to IGER if John Clifton-Brown  or Iain Donnison cease(s) to be associated with IGER and the research activities associated with this SCHEDULE, and IGER has not  replaced such person(s) within one hundred twenty (120) days by (a) person(s) reasonably acceptable to CERES; (ii) with ninety (90) days'  written notice to IGER, if the institutional mission, purpose, structure or funding of IGER would change substantially and adversely affect  IGER's ability to satisfy its obligations hereunder; (iii) with one (1) years' written notice to IGER, if CERES has a documented compelling  business reason to cease the collaboration, (for example, without limitation, lack of sufficient processing capacity for COLLABORATION  CROPS within the expected timeframe in the United States; COLLABORATION CROPS are non-competitive with other biomass sources);  (iv) with three (3) months' prior written notice to IGER, such notice to be given no earlier than eighteen (18) months after the Effective Date  of the CA, if no rights to commercialize (including determination of the compensation due upon commercialization) COLLABORATION  CROPS germplasm provided by IGER which is included in the RESEARCH PROJECT covered by this SCHEDULE have been







CERES-IGER SCHEDULE 1

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

      secured to CERES' reasonable satisfaction in compliance with the CBD; or (v) with thirty (30) days' written notice to IGER if Defra has not  assigned to IGER, or granted to IGER an exclusive license reasonably satisfactory to CERES on, the Intellectual Property vested in Defra or  the Crown or the Secretary of State pursuant to the DEFRA agreement NF 0426 within sixty (60) days from the Effective Date (the  Assignment/License), provided however that such termination may be for the entirety of this SCHEDULE or only for certain parts of the  RESEARCH PROJECT covered by this SCHEDULE.

18.  SPECIAL CONDITIONS:

  18.1  VARIETY RELEASE

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

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

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

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

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

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

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







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

CERES-IGER SCHEDULE 1

Page 10 of 10

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

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

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

Name: Professor Mervyn Humphreys   Name: Richard Flavell, CBE, FRS Title: Director   Title: Chief Scientific Officer                     By:  /s/ Richard Hamilton

      Name: Richard Hamilton       Title: President and Chief Executive Officer







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



A



IGER



[***]



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

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

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

                                                                                                                                                                                                7



B



IGER



[***]



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



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



IGER



Sample leaf  material

Detailed  genetic  analysis

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

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



C



IGER



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



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



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



IGER



Identify G X E



Analyse if G  has a [***]

Completion  may be  beyond

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

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



techniques for  phenotype

protocols,  which I  suggest



trials



we base on  EMI. These  can be



drawn up  with  statistical

                                          advice ro test  30 genotypes



well in  advance of  the [***]

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

                          Miscanthus  genotypes

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





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

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



D



CIGER  JCB



WvA  and



Obtain  Commecialization  Rights



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

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



A



IGER



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



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

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



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



      CERES-IGER SCHEDULE 1   April 1, 2007







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

  Detailed genetic  analysis using  markers

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

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

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



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

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

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



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

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

  Method  harmonization  for future [***]  analysis



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

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

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

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



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

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

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

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



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

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



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

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



30         CIGER         [***]  analytical  methods

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

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

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

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

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

  Joint  publication?

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

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



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

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

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



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

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

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

  CERES and  IGER to  share  inforamtion  on this using  both IT







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

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

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

37          IGER         Plant  maintenance  and

         We prototyped large

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

                         staggering of  plant          lead to plants with more

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

      CERES-IGER SCHEDULE 1   April 1, 2007







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

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

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

                      [***]  glasshouses

CIGER  shall not  be

                                         used to  create

                                         CERES  material.)

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

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

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

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

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

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

                              phase. Determine  [***]- and

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

48  5  IGER

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

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

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

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

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

                      [***]  characteristics

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

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

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

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

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

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

57       CIGER

Assess  phenotype in  field  Record important



morphometric  characters as  described in 2A i.

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

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

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

60       IGER

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

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

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

62       Ceres       SNP marker  analysis   evaluate material  for

                              markers, send  results to                                                                                                                                                                                                                                                                           IGER

63       IGER       Transplant to  field

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





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

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

65       CIGER      Assess  phenotype   Recaord  important

                              morphometric  characters

                              including winter  [***],

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

                              spring [***] and  summer

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

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

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

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

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

      CERES-IGER SCHEDULE 1   April 1, 2007







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

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

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

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

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

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

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

      CERES-IGER SCHEDULE 1   April 1, 2007







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

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



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











































 B



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











































 C



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











































 D



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











































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

          [***]

          [***]



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





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















































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











































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





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













































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

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











































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

sample, extract, send DNA to Ceres

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

grow plants in field

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

 E



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



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







































      CERES-IGER SCHEDULE 1   April 1, 2007







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

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



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

Develop  markers  for  consensus  genes







































 G



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















































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











































 H     Compare and share strategies for  association mapping

  I



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









[***]







[***]











[***]













  J



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

integration  of [***]  maps









































 K



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











































  L



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











































  2     Marker validation and  implementation (Year 2-)

 A



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











































 B



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











































      CERES-IGER SCHEDULE 1   April 1, 2007







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

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

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

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

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

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

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

 A



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











































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

          [***]

          [***]



 C



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











































 D



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











































  5



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











































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

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

  6



Development of BAC libraries  (BBSRC)



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







































      CERES-IGER SCHEDULE 1   April 1, 2007







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



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



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



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



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

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

Mature 20 [***]

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



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

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



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



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

new range





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



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

[***]





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



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



Increase the  identified  promising  genotypes  for [***]



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



A series of field  relevant  experiments to  guide Best  Management  Practices

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



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

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



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

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



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

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



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

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

depends on  a PhD  student

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



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



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



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



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

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





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



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



relate  laboratory tests  to field  conditions



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



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

ensure proper  quantification of  conditions



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

      CERES-IGER SCHEDULE 1   April 1, 2007





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







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



Development  of [***]  techniques



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



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



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

Identify [***]  amenable lines.





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



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

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



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



Send [***] to  Ceres



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

dependent  on [***]  success

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



[***]



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



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



visit global  [***] experts



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

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



[***] global  experts visit  IGER

benefit from  expertise  ([***])



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



Expert  Consultancy  ([***])



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



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



gather  information to  develop field  and glasshouse  protocols







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



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



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



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



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

optimise [***]





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



Glasshouse  tests of [***]  growth  conditions

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



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



Field tests of  [***]



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



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



Iterative field  testing of [***]  techniques

Evaluate field  suitability of  [***]  techniques



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



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



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



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



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



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



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



Desk study of  state of art in  industry







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







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



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

      CERES-IGER SCHEDULE 1   April 1, 2007







Attachment B - Budget

* See page 2

Page 1

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

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



      CERES-IGER SCHEDULE 1   April 1, 2007







Attachment B — Budget

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

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

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

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

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

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

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







Attachment B — Budget

Suggested milestones, for discussion, for full overhead payments

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

Year 1 (April 1 to March 31):

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

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

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

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

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

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

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

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

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

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

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

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

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

D. Advancing the [***] program

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

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

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      CERES-IGER SCHEDULE 1   April 1, 2007







Attachment B — Budget

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

E. Advancing [***] research

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

F. Enhancing [***]

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

Year 2 (April 1 to March 31):

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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      CERES-IGER SCHEDULE 1   April 1, 2007







Attachment B — Budget

D. Advancing the [***] program

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

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

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

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

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

Year 3 (April 1 to March 31):

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

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

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

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

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

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

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

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

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

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

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

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

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

D. Advancing the [***] program

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      CERES-IGER SCHEDULE 1   April 1, 2007







Attachment B — Budget

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

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

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

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

6. Establishment of multisite trial of promising genotypes

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      CERES-IGER SCHEDULE 1   April 1, 2007









Attachment C     CERES-IGER SCHEDULE 1   April 1, 2007



Quarterly Report Format

Prepared by  Date

1

      Confidential Project # and name









Concept and Goals

2

•   Concept

•   Goals

      Confidential Project # and name









FTEs and Budget Projected vs. Actual

Dollars



FTEs



3

•   People and activities

      Confidential Project # and name









Action Items and Deliverables for the Period

4

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









Key Milestones or Deliverables for the Period

5

•   Progress on Key Milestones and Deliverables

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









Technical Highlights

6

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









Results

7

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









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

8

•   Quarter 1

•   Quarter 2

•   Quarter 3

•   Quarter 4       Confidential Project # and name









Research Plan

9

•   Goal

  —   Impact

  —   Tasks

  —   Milestones

  —   Deliverables

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









Timeline Summary



10

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

•   Assumptions and risk factors

•   Use additional slide if necessary

•   Use red if behind schedule until completed or otherwise resolved

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

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









IP

11

•   Filings during the period

•   Applications in progress

      Confidential Project # and name









SOPs

12

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









Issue Resolution and Decision Making Slides

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

13

      Confidential Project # and name









Issue Resolution and Decision Making





14

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

      Confidential Project # and name



   Actual

•  What is happening

   Expected

•  What should be happening







Issue Resolution and Decision Making

15

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

•   Possible alternative slide to address new issues

      Confidential Project # and name



Needs   Wants







Decision

16

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









Options

17

•   Summary of options       Confidential Project # and name









Recommendations

18

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









Resources Required

19

      Confidential Project # and name









Plan and Schedule

20

                  Action Items   Who     When                           Confidential Project # and name









Attachment D

IGER BACKGROUND INTELLECTUAL PROPERTY

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

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







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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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





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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

73   Mb 73    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

74   Mb 74    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

75   Mb 75    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

76 Mb 76 Miscanthus [***] [***] under MTA [***] [***]





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Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission

    [***]               77   Mb 77    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

78   Mb 78    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

79   Mb 79    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

80   Mb 80    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

81   Mb 81    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

82   Mb 82    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

83   Mb 83    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

84   Mb 84    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

85   Mb 85    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

86   Mb 86    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

87   Mb 87    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

88   Mb 88    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

89   Mb 89    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

90   Mb 90    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

91   Mb 91    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

92   Mb 92    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

93   Mb 93    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

94   Mb 94    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

95   Mb 95    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

96   Mb 96    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

97   Mb 97    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]







List of Donated Accessions                                            98   Mb 98    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

99   Mb 99    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

100   Mb 100    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

101   Mb 101    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

102   Mb 102    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

103   Mb 103    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

104   Mb 104    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

105   Mb 105    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

106   Mb 106    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

107   Mb 107    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

108   Mb 108    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

109   Mb 109    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

110   Mb 110    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

111   Mb 111    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

112   Mb 112    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

113   Mb 113    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

114   Mb 114    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

115   Mb 115    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

116   Mb 116    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

117   Mb 117    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

118   Mb 118    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

119   Mb 119    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

120   Mb 120    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

121   Mb 121    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]      No longer retained.

122   Mb 122    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]      No longer retained.

123   Mb 123    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

124   Mb 124    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

125   Mb 125    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

126   Mb 126    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

127   Mb 127    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

128   Mb 128    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

129   Mb 129    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

130   Mb 130    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

131   Mb 131    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

132   Mb 132    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

133   Mb 133    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

134   Mb 134    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]





135   Mb 135    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

136   Mb 136    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

137   Mb 137    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

138   Mb 138    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

139   Mb 139    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

140   Mb 140    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

141   Mb 141    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

142   Mb 142    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

143   Mb 143    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

144   Mb 144    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

145   Mb 145    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

146   Mb 146    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

147   Mb 147    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

148   Mb 148    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

149   Mb 149    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

150   Mb 150    Miscanthus  [***]   [***]    [***]    none    [***]    [***]      No longer retained.

151   Mb 151    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

152   Mb 152    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

153   Mb 153    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

154   Mb 154    Miscanthus  [***]   [***]    [***]    none    [***]    [***]      No longer retained.

155   Mb 155    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

156   Mb 156    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

157   Mb 157    Miscanthus  [***]   [***]    [***]    none    [***]    [***]      No longer retained.

158   Mb 158    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

159   Mb 159    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

160   Mb 160    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

161   Mb 161    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

162   Mb 162    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

163   Mb 163    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

164   Mb 164    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

165   Mb 165    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

166   Mb 166    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

167   Mb 167    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

168   Mb 168    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

169   Mb 169    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

170   Mb 170    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

171   Mb 171    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

172   Mb 172    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

173   Mb 173    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]





Page 2

Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission

174   Mb 174    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

175   Mb 175    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

176   Mb 176    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

177   Mb 177    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

178   Mb 178    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

179   Mb 179    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

180   Mb 180    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

181   Mb 181    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

182   Mb 182    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

183   Mb 183    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

184   Mb 184    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

185   Mb 185    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

186   Mb 186    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

187   Mb 187    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

188   Mb 188    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

189   Mb 189    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

190   Mb 190    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

191   Mb 191    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

192   Mb 192    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

193   Mb 193    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

194   Mb 194    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

195   Mb 195    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]







List of Donated Accessions                                            196   Mb 196    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

197   Mb 197    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

198   Mb 198    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

199   Mb 199    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

200   Mb 200    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

201   Mb 201    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

202   Mb 202    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

203   Mb 203    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

204   Mb 204    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

205   Mb 205    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

206   Mb 206    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

207   Mb 207    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

208   Mb 208    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

209   Mb 209    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

210   Mb 210    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

211   Mb 211    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

212   Mb 212    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

213   Mb 213    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

214   Mb 214    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

215   Mb 215    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

216   Mb 216    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

217   Mb 217    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

218   Mb 218    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

219   Mb 219    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

220   Mb 220    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

221   Mb 221    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

222   Mb 222    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

223   Mb 223    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

224   Mb 224    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

225   Mb 225    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

226   Mb 226    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

227   Mb 227    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]    No longer retained.

228   Mb 228    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

229   Mb 229    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

230   Mb 230    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

231   Mb 231    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

232   Mb 232    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]





233   Mb 233    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

234   Mb 234    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]    No longer retained.

235   Mb 235    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

236   Mb 236    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

237   Mb 237    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

238   Mb 238    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

239   Mb 239    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

240   Mb 240    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

241   Mb 241    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

242   Mb 242    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

243   Mb 243    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

244   Mb 244    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

245   Mb 245    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

246   Mb 246    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

247   Mb 247    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

248   Mb 248    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

249   Mb 249    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

250   Mb 250    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

251   Mb 251    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

252   Mb 252    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

253   Mb 253    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

254   Mb 254    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

255   Mb 255    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

256   Mb 256    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

257   Mb 257    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

258   Mb 258    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

259   Mb 259    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

260   Mb 260    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

261   Mb 261    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

262   Mb 262    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

263   Mb 263    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

264   Mb 264    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

265   Mb 265    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

266   Mb 266    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

267   Mb 267    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

268   Mb 268    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

269   Mb 269    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

270   Mb 270    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

271   Mb 271    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]





Page 3

Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission

272   Mb 272    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]    [***]

273   Mb 273    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

274   Mb 274    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

275   Mb 275    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

276   Mb 276    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

277   Mb 277    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

278   Mb 278    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

279   Mb 279    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

280   Mb 280    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

281   Mb 281    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

282   Mb 282    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

283   Mb 283    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

284   Mb 284    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

285   Mb 285    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

286   Mb 286    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

287   Mb 287    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

288   Mb 288    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

289   Mb 289    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

290   Mb 290    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

291   Mb 291    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

292   Mb 292    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      No longer retained.

293   Mb 293    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]







List of Donated Accessions                                            294   Mb 294    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

295   Mb 295    Miscanthus  [***]   [***]    [***]    unclear    [***]    [***]

296   Mb 296    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

297   Mb 297    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

298   Mb 298    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

299   Mb 299    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

300   Mb 300    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

301   Mb 301    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

302   Mb 302    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

303   Mb 303    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

304   Mb 304    Miscanthus  [***]   [***]    [***]    none    [***]    [***]      No longer retained.

305   Mb 305    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      Mix of accessions

306   Mb 306    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]      Mix of accessions

307   Mb 307    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

308   Mb 308    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

309   Mb 309    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

310   Mb 310    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

311   Mb 311    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]

312   Mb 312    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

313   Mb 313    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

314   Mb 314    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

315   Mb 315    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

316   Mb 316    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

317   Mb 317    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

318   Mb 318    Miscanthus  [***]   [***]    [***]    none    [***]    [***]    [***]

319   Mb 319    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

320   Mb 320    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

321   Mb 321    Miscanthus  [***]   [***]    [***]    none    [***]    [***]      No longer retained.

322   Mb 322    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]      No longer retained.

323   Mb 323    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

324   Mb 324    Miscanthus  [***]   [***]    [***]    under MTA    [***]    [***]

325   Mb 325    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]    [***]

326   Mb 326    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]    [***]

327   Mb 327    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]    [***]

328   Mb 328    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]    [***]

329   Mb 329    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]    [***]

330   Mb 330    Miscanthus  [***]   [***]    [***]    no MTA    [***]    [***]    [***]    No longer retained.





Page 4

Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission

331   Mb 331    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

332   Mb 332    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

333   Mb 333    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

334   Mb 334    Miscanthus  [***]   [***]    [***]    none    [***]    [***]

335   Mb 335    Miscanthus  [***]   [***]    [***]    none    [***]    [***]







Pages where confidential treatment has been requested are stamped 'Confidential Treatment Requested and the Redacted Material has been  separately filed with the Commission,' and the confidential section has been marked as follows: [***].

AMENDMENT I

to SCHEDULE 1 between CERES, INC. and INSTITUTE OF GRASSLAND AND ENVIRONMENTAL RESEARCH dated April 1, 2007 (the  Schedule).

Made in two (2) copies.

Page 1 of 3

  1.   The Parties agree to replace the suggested Year 1 (April 1 to March 31) milestones in Attachment B of the Schedule in their entirety by the  Ceres-IGER Milestones — Year 1, as attached hereto. For clarity, no change is made to pages 1 and 2 of such Attachment B. Any changes  to the suggested Year 2 and Year 3 milestones will be addressed in separate amendments to the Schedule.

  2.   The Parties agree that this Amendment I is effective as of January 1, 2008.

  3.   For the remainder, the Schedule remains unchanged and this Amendment I shall form an integral part thereof.

                  INSTITUTE OF GRASSLAND AND  ENVIRONMENTAL RESEARCH   CERES, INC.

                  By:   /s/ M Humphreys  By:   /s/ Peter Mascia

Name: Professor Mervyn Humphreys

Name: Peter Mascia      Title: Director      Title: Vice President of Product Development                            By:   /s/ Richard Flavell

Name: Richard Flavell, CBE, FRS              Title: Chief Scientific Officer







Ceres-IGER Milestones — Year 1

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Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission

              Contract Year             (April 1 - March 31)   Schedule   Milestone   See key Year 1     Agronomy    Characterise [***] in the potential for [***] amongst [***]  from the [***]   A

            Year 1   Agronomy  Survey of [***] capacity of [***] genotypes taken from the [***] trial during July 20[***].   A             Year 1   Agronomy  Understand [***] affecting [***] across different [***] of [***] different [***].   A             Year 1     [***]    [***] of [***] controlled [***] of Miscanthus [***] ([***]) with Miscanthus [***]. [***] of  [***] or [***] to [***] by early 20[***].   A

            Year 1     Agronomy    [***] of [***] (additional to [***] required by DEFRA) [***] of [***] x [***] made based on  staggered [***].   D

            Year 1   [***]  [***] of [***] x [***] will be made based on results from 20[***] field [***] and [***].   A             Year 1



[***]



[***] based on outstanding phenotype and [***] geography at [***] from [***] put into [***].  In [***] or [***] or [***] (multiples per [***]) available to put into [***] in 20[***] when  requested by Ceres

B

            Year 1     [***]    [***] promising [***] including [***] lines and [***] trialed to date [***] to [***] in [***] or  [***] or [***] for trial in [***] when requested.   B

            Year 1     [***]    Samples of [***] from Year 1 [***] and [***] sent to Ceres. At a minimum [***] + [***] = [***];  more if possible from [***] of [***] x [***] and [***] x [***] and [***] of [***] x [***] ([***]).   B

            Year 1     [***]    [***] to Ceres from M. [***] ([***]) x M. [***] ([***]) in the field in 20[***]; believed to be  [***] .   B

            Year 1     Markers    [***]/DNA from [***] plant [***] phenotyped in the field since 20[***] and first [***]  delivered to Ceres in 20[***].   C

            Year 1



Markers



[***]/DNA from plant [***] in [***] in 20[***] where material is available, plus other [***]  individuals (numbers defined in Marker schedule) and other selected genotypes where material  is available delivered to Ceres in 20[***]

C

            Year 1     [***]    Year 2 and [***] phenotype/[***] assessments of material in [***] trials reported for Ceres to  make correlations between assessments and markers   D

            Year 1   Markers  [***] sent to Ceres, samples as requested by Ceres for [***].   E             Year 1     [***]    [***] made in 20[***] and materials brought into [***] in IGER to fill in specific [***] needed  for likely [***].   F







KEY

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Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission

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.

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      PLAN (Attachment A/2010 revision), and FUNDING (Article 6 of this SCHEDULE).

  5.   The Parties agree that this Amendment III is deemed to have become effective as of March 31, 2010.

  6.   For the remainder, Schedule 1 remains unchanged and this Amendment III shall form an integral part thereof.

                ABERYSTWYTH UNIVERSITY   CERES, INC.   By: /s/ E. Reynolds   By: /s/ Jefferson Gwyn   Name: Emyr Reynolds     Name: Jefferson Gwyn   Title: Head of Research Grants     Title: Vice President of Breeding & Genomics           By: /s/ Richard Flavell           Name: Richard Flavell, CBE, FRS           Title: Chief Scientific Officer







Attachment A/2010 revision

RESEARCH AND DEVELOPMENT PLAN

April 1, 2010 — March 31, 2011 workplan

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Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission

          Action proposed   Dates Performed   Summary of action taken 1. Supply [***] from the [***]  best [***] to CERES partners in  [***]

April 2010



Supplied [***], [***] checked [***] to [***] company as directed by CERES

          2. Supply plants for [***]  observation and miniplot trials



April to July  2010



Supplied [***] for the establishment of the following trials [***] 4 ON ([***])  [***] 5 MP (best lines — [***] and [***]) [***] 1 ON (best lines — [***] and  [***]) [***] 4 ON [***] 13 MP (best [***] from [***], JKI etc.) [***] A9 ON  ([***] survivors, [***], [***]) [***] A 10 ([***] survivors, [***], [***]) [***]  A11 RP (small plots of [***])           3. Gather phenotyping data  from [***] trials to identify the  most promising [***] to be  used in [***]



July to  November



Best [***] was identified based on autumn [***] scores. [***] 'Generic high  [***] found in [***] at [***] and [***].    Technical enabling  A new [***] field nomenclature was developed to ensure clear communication so  that each plant or plot in the [***] trials was identified by a UID.     Photographs and data loaded to MSCAN and discussed at the January 2011  quarterly.     Development of the controlled vocabularies for phenotyping fields is ongoing.    [***] data was recorded in [***] and [***] on the [***]    [***] data in Feb 2011 gathered but needs developed of the controlled  vocabularies before this can be loaded to MSCAN and analysed.











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Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission

          Action proposed   Dates Performed   Summary of action taken 4. Send [***] of the best  selections from [***] and [***]  to [***] identified by June 2010

October



[***] Miscanthus samples for [***] under [***] on behalf of Dr. Charlie  Rodgers. The Miscanthus [***] in this package are provided under a research  agreement between IBERS and CERES and are restricted to release only to  CERES, Inc. They are not [***].

          6. Develop knowledge of [***]  for [***] in a wide range of  [***] in order to [***]

April — Oct



[***] experiments were run in 2010. Discovery of the [***] effect when plants  were grown under simulated [***] conditions.

5. Create [***] based on a  knowledge of [***] available   All year and  ongoing   Table shows number of [***] attempted by [***] types.

Restricted: a form of [***] where [***] within a [***] has occurred and the  plants have been [***] to [***]. The potential [***] contributors can be short  listed from the [***] monitoring data. [***]: [***] wise [***] produce two [***]  records since [***] contain both [***] and [***] parts. [***]: single [***]  [***]: Here the [***] from [***] are registered as [***] ops.

In 2010 encumbrances ([***] and [***]) stopped us going down the route of  [***] M. [***] with the well characterized [***] from [***].

              [***] Type   Number   % [***]   Produced >[***] [***]    [***]   [***]   [***] [***]    [***]   [***]   [***] [***]    [***]   [***]   [***] [***]    [***]   [***]   [***] Total    [***]   [***]   [***]







April 1, 2011 — March 31, 2012 workplan

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Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission

          Action proposed   Dates Performed   Summary of action taken 7. [***] experiments    April to Oct   A small trial revealed the value of [***] in [***] of [***] M. [***] from [***].           8. Leaf samples from DNA to  develop the [***]    Oct    Freeze dried samples sent to CERES from [***]

          9. [***] from 2010 [***] raised  for planting in [***] trials    Jan — March    [***] tests identified successful [***]. A tray of each [***] was raised where  possible (1 tray = [***] plants)           10. [***] from 2010 [***] sent  to CERES    April 2011    From these [***] from [***] with interesting [***] were sent to Charlie.

          11. Reporting







Powerpoints of July 13 meeting sent   Powerpoints of August 28 meeting sent   Powerpoints of 1 and 2 Nov meeting sent   Document on forward plans (Nov 2010)   Powerpoints of meeting 20-21 Jan 2011

          milestone   Projected Dates   Summary of planned actions 1. Characterise [***] from the  [***] to inform development  tracks 1 to 4

Ongoing



For [***] from the [***] we will perform measurements to collect:

      [***] (when plants are [***] ([***] years from planting) [***] status in autumn  [***] (scores and measurements)           2. Development of [***]/ [***]  with desirable characters

Ongoing



Attempt >[***] exploratory [***] between [***] in [***] of the [***] Perform at  least [***] with best [***] identified in [***] using the [***] and [***] in 2010  From these [***] of [***] and [***] with interesting [***] to be sent to Charlie.







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Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission

          milestone   Projected Dates   Summary of planned actions 3. Development of [***]  (CERES, IBERS)







Organize [***] phenotype data for use by CERES in collaboration with [***] (on  a BBSRC funded flowering grant) and [***] (on the [***]). Monitor [***] planted  in 20[***] through collaboration with [***] and the [***]. Supply of further leaf  samples as requested for [***] analysis.







Page 7 of 9

Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission

              milestone   Projected Dates   Summary of planned actions 4. Initiate field evaluation of  selected potential new  Miscanthus [***] and [***],  measure [***] and other key  [***].

April to Aug 2011



Notes  [***] and [***]  for [***] selections



Putative Trial name  [***] 6 ST

      plus [***] controls   [***] 7 MP       [***] blocks           based on best           [***]   [***] 5 CB       [***] blocks           based on best           [***]   [***] 6 CB       [***] blocks           based on best           [***]   [***] 7 CB       [***] blocks           based on best           [***]   [***] 8 CB       [***] testing   [***] 9 ON       miniplots, sue's           choices   [***] 3 MP       miniplots, sue's           choices   [***] 25 MP       [***] from           2010 [***]   [***] 26 ST       [***]   [***] 27 CB       [***]   [***] 28 CB       [***]           which are now           in [***]'   [***] 29 ON       Library of [***]           used           in [***] (E.G.           #1 To 5'S)   [***] 30 ON       Selected lines           into [***]   [***] 3 ON       Sue's MP           selections   [***] 1 MP







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Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission

          milestone   Projected Dates   Summary of planned actions 5. [***] and [***]



Ongoing



[***] of [***] currently being raised from use in [***] will be supplied to [***].    [***] screens on [***] to be performed and added to MSCAN.           6. [***] experiments        Field experiments with direct sowing using [***].           7. Reporting        Minutes and powerpoints from meetings







Attachment B/2010 revision

Budget

CERES shall pay IBERS £[***] (GBP) per year for the implementation of the RESEARCH AND DEVELOPMENT PLAN set forth in Attachment  A/2010 revision. Annual payments from CERES to IBERS shall not exceed £[***] (GBP).

Payment details shall be as set forth in Article 1.8 of the Collaboration Agreement.

1.8 Where a SCHEDULE provides that CERES will make a financial contribution to certain RESEARCH PROJECT activities performed by IBERS,  unless agreed otherwise in the appropriate SCHEDULE, IBERS will submit invoices after the end of each calendar quarter for the work performed  during that quarter. Each such invoice shall reflect only those costs that have been incurred in performance of the RESEARCH PROJECT and shall  provide a breakdown of costs similar to the detail set forth in the budget of the related SCHEDULE. CERES will pay all such invoices within thirty  (30) days after the invoice date. Payments shall be remitted to:

Institute of Biological, Environmental and Rural Sciences (IBERS) of  Aberystwyth University  Plas Gogerddan  Aberystwyth  Ceredigion  SY23 3EB  United Kingdom

Page 9 of 9         Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission. 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

A: 97148
****
Q: Table of Contents

Exhibit 4.28

SERVICE AGREEMENT

1 OCTOBER 2019

WPP 2005 LIMITED

and

JOHN ROGERS





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CONTENTS Clause Page

1. Interpretation 3 2. Commencement of Appointment 4 3. Executive's Duties 4 4. Place of Work 5 5. Working Hours 5 6. Remuneration 5 7. Expenses 6 8. Pensions 6 9. Insurances 7 10. Sickness Absence 8 11. Holidays 8 12. Other Interests 8 13. Confidential Information 9 14. Intellectual Property 10 15. Termination of Employment 12 16. Garden Leave 14 17. Office as a Director 14 18. Protective Covenants 15 19. Data Protection 15 20. Grievance and Disciplinary Procedure 15 21. Collective Agreements 16 22. General 16

Signatories 16

Schedule

1. Power of Attorney 17 2. Incentive Plans 18 3. Protective Covenants 21





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THIS AGREEMENT is made on 1 October 2019

BETWEEN: (1) WPP 2005 LIMITED (registered number 01003653) whose registered office is at Sea Containers, 19 Upper Ground, London SE1 9GL (the Company) (2) JOHN ROGERS (the Executive).

IT IS AGREED as follows: 1. INTERPRETATION 1.1 In this Agreement:

Appointment means the employment of the Executive by the Company on and subject to the terms of this Agreement;

Board means the board of directors of the Company or any committee of the board duly appointed for the purpose in question, from time to time;

Financial Year means the Company's financial year ending on 31 December each year;

Group means the Company, any holding company of the Company, and any holding company of the holding company from time to time, together with any subsidiary of the Company or its holding company or the holding company of its holding company, and Group Company means any one of them;

holding company and subsidiary shall, as the context so permits, have the meaning given by section 1159 of the Companies Act 2006 or under relevant applicable laws in Jersey;

Recognised Investment Exchange means a relevant EEA market as defined in, or a market established under, the rules of any investment exchange specified in schedule 3 to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005;

Compensation Committee means the committee of non-executive directors as appointed by the Board of WPP plc from time to time for the purposes of determining the Company's policy on executive remuneration;

Termination Date means the date on which the Appointment terminates for whatever reason; and

UK Listing Authority means the FCA, acting in its capacity as the competent authority for the purposes of part VI of the Financial Services and Markets Act 2000. 1.2 A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment, and includes any subordinate legislation for the time being in force made under it. 1.3 The headings in this Agreement are for convenience only and do not affect its interpretation. 3





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2. COMMENCEMENT OF APPOINTMENT 2.1 The Appointment will begin on 27 January 2020 or such other date as the parties shall agree and when the Executive is not subject to any restrictions to prevent the commencement of his employment with the Company. There is no period of previous employment with the Company. 2.2 The Appointment may be terminated in accordance with clause 15 (or in furtherance of any right either party may have at common law). 3. EXECUTIVE'S DUTIES 3.1 The Executive shall serve the Company as Chief Financial Officer and as an Executive Director of WPP plc, and/or in such other capacity or capacities, within the Group as the Company may reasonably require from time to time, but subject always to it being consistent with his status, skills and experience. 3.2 During the Appointment the Executive shall: (a) diligently exercise such powers and perform such duties as may from time to time be assigned to him by the Board of WPP plc; (b) accept any offices or directorships as reasonably required by the Company; (c) use his best endeavours to promote, protect, develop and extend the business of the Company and any Group Company; (d) comply with all reasonable and lawful directions given to him by the Board of WPP plc; (e) comply with all policies and procedures of the Company and/or the Group. The Executive's attention is drawn, in particular, but without limitation, to the Company's data protection, anti-bribery and corruption and expenses policies and the WPP Code of Conduct; (f) comply with all requirements, recommendations or regulations of any regulatory authority which is relevant to the Executive's role and/or to the Company or any relevant Group Company; (g) promptly make such reports to the Board of WPP plc in connection with the affairs of the Company or any Group Company on such matters and at such times as are reasonably required; (h) report to the Board of WPP plc his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee who reports to him or a director of the Company or any Group Company, to the extent he has first-hand knowledge of such wrongdoing or proposed wrongdoing by such employee or director, promptly on becoming aware of it; (i) comply with the articles of association (as amended from time to time) of any Group Company of which he is a director; (j) abide by all statutory, fiduciary or common law duties to the Company or any Group Company of which he is a director; (k) do such things as are necessary to ensure compliance by himself and the Company or any relevant Group Company with the UK Corporate Governance Code of the UK Listing Authority (as amended from time to time); 4





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(l) comply with all requirements, recommendations or regulations, as amended from time to time, of the UK Listing Authority, the Market Abuse Regulation (596/2014/EU), the FCA and all other regulatory authorities relevant to the Company or any Group Company and any code of practice issued by the Company (as amended from time to time) relating to dealing in the securities of the Company or any Group Company; and (m) comply with the requirements under both legislation and regulations on insider dealing. 4. PLACE OF WORK 4.1 The Executive's normal place of work shall be the Company's head office in the UK from time to time as the Company may reasonably determine, for the proper performance of his duties. The Executive shall travel to such places (inside and) outside the UK as may be required in order to properly perform his duties, in particular, to the head office in the USA. In connection therewith, the Executive is likely from time to time to be required to work outside the UK for periods exceeding one month. 4.2 There are currently no additional terms which apply where the Executive is required to work outside the UK for a period exceeding one month, but the Company reserves the right to issue such terms, and any such terms will be notified to the Executive. 5. WORKING HOURS 5.1 The parties agree that the Executive's role and senior status are such that the Executive will determine the whole of his working time himself and his working time cannot be measured or pre-determined and, accordingly, that the Appointment falls within the scope of Regulation 20 of the Working Time Regulations 1998, meaning that the restrictions on working time set out in the Working Time Regulations do not apply to him. 5.2 During the Appointment, unless prevented by ill-health or accident and except during holiday taken in accordance with clause 11, the Executive shall devote the whole of his time, skill and attention during normal business hours, and at such other times as may be reasonably necessary (without additional remuneration), to his duties under this Agreement. 6. REMUNERATION 6.1 The Company will pay the Executive a salary of £740,000 and a fixed benefits allowance of £30,000 per annum. The salary (and so far, as is reasonably possible) the benefits allowance will accrue from day to day and be payable in equal instalments in arrears on or around the 25th day of every month, less deductions for income tax and National Insurance contributions and shall be inclusive of any fees receivable by the Executive as a director of any Group Company. 6.2 The Executive's salary will be reviewed by the Compensation Committee every two years. There will be no salary review after notice to terminate this Agreement has been given by either party. The Company has no obligation to increase the Executive's salary following a review. 6.3 The Executive will be eligible to participate in any bonus or discretionary remuneration plan on such terms as the Compensation Committee may from time to time decide and always subject to the terms of the Executive Remuneration policy as approved by shareholders of WPP plc and to additional terms and conditions including the malus and clawback provisions of all relevant share or stock plans and as referred to in Schedule 2. 6.4 Any bonus payment to the Executive shall be purely discretionary and shall not form part of the Executive's contractual remuneration under this Agreement. Payment of a bonus to the Executive in 5





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one year shall confer no right on the Executive to receive a bonus in any other year. Specifically, but without limitation, the Executive shall have no right to be considered for, or payment of, a bonus where the Executive is subject to, or may about to be subject to, an ongoing investigation or disciplinary process into facts or matters which could lead to such bonus being forfeited, or reduced and in all events if the Appointment has terminated for any reason or if he is under notice of termination whether given by the Executive or the Company at or prior to the date when a bonus might otherwise have been payable. For the avoidance of doubt, if the Executive is exonerated of any of the allegations made during any such disciplinary process or if any investigation does not result in any material action against the Executive, he will (once the disciplinary process or investigation is concluded) have the right to be considered for a bonus as if there had been no such investigation or disciplinary process. If any bonus becomes payable in such circumstances it will be paid without delay following the conclusion of the disciplinary process or investigation. 6.5 The Executive hereby irrevocably consents to the Company, at any time during the Appointment or on its termination (however arising), deducting from salary or any other payments due to the Executive in respect of the Appointment any monies due from him to the Company or any Group Company. 6.6 The Executive agrees that every benefit arising out of or in connection with his employment whilst he remains a director is subject to change (including detrimental change without compensation) where any particular benefit paid, or otherwise owing or becoming payable to him in the future, breaches or may breach the terms of the shareholder approved Executive Compensation Policy at any time. 7. EXPENSES

The Company will reimburse the Executive (on production of such evidence as it may reasonably require) the amount of all travelling and other expenses properly and reasonably incurred by him in the discharge of his duties in strict accordance with the Company's expenses policy from time to time. 8. PENSION 8.1 The Company operates a Group pension plan (the Plan). The Executive is entitled to participate in the Plan (or such pension scheme as may be established by the Company to replace the Plan), subject to its trust deeds and rules from time to time. The Executive has opted out of the Plan. Whilst his status remains so, he will receive in lieu the annual sum of 10% of his current salary, paid monthly in instalments, together with his salary. 8.2 The Company reserves the right to terminate the Plan at any time without replacing it. In this event, and assuming he is, or has been, a member, the Executive's rights (if any) will be in accordance with the said trust deeds and rules. 8.3 The Executive has been grated Fixed Protection. The Company acknowledges that once the Executive has informed the Company that he has Fixed Protection, under Regulation 5D of the Occupational and Personal Pension Schemes (Automatic Enrolment) Regulations 2010 it does not need to automatically-enrol or automatically re-enrol the Executive into a pension scheme. The Company therefore agrees not to enrol the Executive in the Plan or any other pension scheme at any time after the Executive has informed the Company that he has Fixed Protection 2016,

The Company agrees in the meantime that it will not enrol the Executive into the Plan or any other pension scheme unless it is compelled to do so by law or the parties agree in writing otherwise. If the Company is compelled to enrol the Executive into the Plan or another pension scheme under law, or the Executive opts to join the Plan or any other pension scheme the Executive acknowledges and agrees that: 6





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(a) the Company has no liability to him if payment of any contribution to, or the provision of any benefit under, the Plan (whether by itself or when aggregated with any contribution to or any increase in value of the Executive's rights under any other arrangement) gives rise to an annual allowance or lifetime allowance charge (within the meaning of the Finance Act 2004) and that the Company has no responsibility to make any enquiry or advise the Executive as to the possibility of any such charge; (b) he is liable for reporting and paying any such charge in accordance with the Finance Act 2004; and (c) the Company has no liability to him in respect of any loss for any reason of enhanced protection, fixed protection, fixed protection 2014, fixed protection 2016 or any similar protection allowed in future (for the purposes of the Finance Act 2004) if applicable to the Executive. 9. INSURANCES 9.1 In partial spend of the fixed benefits allowance referred to in sub-clause 6.1, the Executive and his spouse or civil partner and any children under the age of 21 (or 24 if in full time education) are entitled to membership of a private medical insurance scheme. 9.2 The Executive is entitled to membership of a Group income protection plan and life assurance cover, which will be paid for by the Company. 9.3 Participation in all insurance schemes from time to time is subject to: (a) the terms of the relevant insurance scheme, as amended from time to time; (b) the rules or the insurance policy of the relevant insurance provider, or WPP Healthcare Trust as amended from time to time; and (c) the Executive (and where relevant any other potential beneficiary) satisfying the normal underwriting requirements of the relevant insurance provider and the premium being at a rate which the Company considers reasonable. 9.4 If the insurer refuses for any reason to provide the benefit to the Executive (or any relevant dependant) the Company shall not be liable to provide to the Executive any replacement benefit of the same or similar kind or to pay any compensation in lieu of such benefit. Full details of the insurance schemes are available from the Company's Worldwide Compensation and Benefits Director. 9.5 For the avoidance of doubt, the Company's sole obligations in respect of the insurance benefits referred to in sub clause 9.1 and 9.2 is to pay the premia from time to time requested by the provider and to pay to the Executive any sums as may from time to time be received by the Company from the provider in respect of any claim made by the Executive (for him or a dependent) under any insurance scheme. 9.6 The Company shall have the right at its sole discretion to alter the cover provided or any term of any insurance scheme or to cease to provide (without replacement) any insurance scheme or cover at any time. 9.7 The Executive is entitled to the benefit of any indemnity in the Company's articles of association and may also entitled to the benefit of cover under such directors and officers liability insurance policy as may be maintained by the Company from time to time. 7





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10. SICKNESS ABSENCE 10.1 If the Executive cannot attend work due to sickness or injury, the Executive will keep the Chairman informed of his condition and, where the absence lasts for a period of seven calendar days or more, the Executive will (at the request of the Company) produce a doctor's certificate to the Company in respect of his absence. (a) Provided the Executive complies with the Company's sickness absence notification and certification requirements, the Executive shall be entitled to receive his full salary and contractual benefits during any period of sickness absence not exceeding 26 weeks in any rolling period of 12 months. These payments shall be inclusive of any Statutory Sick Pay due. No payment of salary will be made during any subsequent period of absence when the Executive is eligible to receive benefits under the Group income protection plan referred to in sub clause 9.2. 10.2 If the Company so reasonably requires, the Executive agrees to consent to a medical examination by a medical practitioner nominated by the Company, at the Company's expense. The Executive agrees that the Company may have access to reports and results produced in connection with any such examination and that it may discuss the contents of the report with the relevant medical practitioner, subject to the Executive being given the opportunity to review and comment on the report before it is disclosed to anyone within the Company. 10.3 If the Executive is absent due to illness for more than one month, the Board shall be entitled at any time thereafter to appoint an executive director or employee to perform the Executive's duties and to exercise his powers until the Executive is able to resume his duties, following which such substitute will cease to act in the Executive's role. 10.4 The Company reserves the right to terminate the Appointment under the terms of this Agreement even when this would or might cause the Executive to forfeit any entitlement to sick pay or Group income protection benefit. 11. HOLIDAYS 11.1 The Company's holiday year runs from 1 January to 31 December (the Holiday Year). The Executive is entitled to 25 days' paid holiday in addition to the usual public or bank holidays in England) in every Holiday Year, to be taken at times convenient to the Company. 11.2 No accrued but untaken holiday may be carried forward to the next holiday year and will lapse unless the Executive has been prevented from taking holiday due to sickness or statutory family leave to which he is or may be entitled further to Company policy from time to time. 11.3 The Company reserves the right to require the Executive to take any outstanding holiday during any period of notice of termination of employment or to make a payment in lieu of holiday outstanding at the Termination Date. If, at the Termination Date, the Executive has taken more holiday than he has accrued, the Executive hereby expressly consents to the Company deducting an appropriate amount from any payments otherwise due him. Deductions and payments in lieu of holiday are to be calculated on the basis that a day's holiday is equal to 1/260 of the Executive's basic salary. 12. OTHER INTERESTS

During the Appointment, the Executive may not accept any employment with or appointment to any office, whether paid or unpaid, in relation to anybody, whether corporate or not (other than a Group Company), or directly or indirectly be interested in any manner in any other business except: 8





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(a) as holder or beneficial owner (for investment purposes only) of any class of securities in a company if those securities are listed or dealt in on a Recognised Investment Exchange and the Executive (together with his spouse, children, parents and parents' issue) neither holds nor is beneficially interested in more than 1% of the securities of that class; or (b) with the consent in writing of the Company, which may be given subject to any terms which the Company requires. 13. CONFIDENTIAL INFORMATION 13.1 In this clause 13, Confidential Information means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating, without limitation, to the business, clients, customers, products, affairs and finances of the Company or any Group Company for the time being confidential to the Company or any Group Company or in relation to which the Company or any Group Company is subject to a duty of confidentiality and trade secrets including, without limitation, technical data and know-how relating to the business of the Company or any Group Company or of any persons having dealings with the Company or any Group Company, whether or not such information (if it is not in oral form) is marked confidential, and includes, without limitation: (a) existing and prospective activities of the Company or any Group Company, including timing, business plans and financial information; (b) existing and prospective terms of business, prices and pricing strategies and structures, profit margins, trading arrangements, discounts and rebates of the Company or any Group Company; (c) existing and prospective marketing information, plans, strategies, tactics and timing relating to the Company or any Group Company; (d) existing and prospective lists of suppliers and rates of charge relating to the Company or any Group Company; (e) existing and prospective financial and other products or services, including applications, designs, technical data and qualifications relating to the Company or any Group Company; (f) existing and prospective software applications relating to the Company or any Group Company; (g) information relating to existing and prospective officers, employees and consultants of the Company or any Group Company including their engagement, their contractual terms including commission and bonuses and information relating to the termination of their employment or appointment with the Company or any Group Company; (h) any disputes and litigation proposed, in progress or settled in relation to the Company or any Group Company; (i) any invention, technical data, know-how or other manufacturing information of the Group or its customers/clients; and (j) existing and prospective research and development activities. 13.2 The Executive must not make use of or divulge to any person or entity, and must use his best endeavours to prevent the unauthorised use, publication or disclosure of, any Confidential 9





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Information which is disclosed or made available to the Executive, either directly or indirectly, during the course of, or in connection with, the Executive's employment or his holding any office within the Group from any source within the Company or any Group Company and shall be under an obligation promptly to report to the Group any such unauthorised use or disclosure which comes to his knowledge. 13.3 This clause 13 does not apply to information which: (a) is used or disclosed in the proper performance of the Executive's duties or with the prior written consent of the Company or any Group Company; (b) is ordered to be disclosed by a court of competent jurisdiction or otherwise required to be disclosed by law; (c) is already in the public domain (other than as a result of unauthorised disclosure by the Executive or any other person); or (d) is already lawfully possessed by the Executive without any obligations of confidentiality or restrictions on use. 13.4 The Executive shall not, during the Appointment or at any time thereafter, make, except for the benefit of the Company or any Group Company, any copy, record or memorandum (whether or not recorded in writing or on computer disk or tape) of any Confidential Information and any such copy, record or memorandum made by the Executive during the Appointment shall be and remain the property of the Company and accordingly shall be returned by the Executive to the Company on the Termination Date or when required to do so by the Company. 13.5 The Executive shall not other than in the ordinary course of the Appointment without the prior written consent of the Board either directly or indirectly publish any opinion, fact or material or deliver any lecture or address or participate in the making of any film, radio broadcast or television transmission or communicate with any representative of the media or any third party relating to: (a) the business or affairs of the Company or of any other Group Company or to any of its or their officers, employees, customers, clients, suppliers, distributors, agents or shareholders; or (b) the development or exploitation of any Intellectual Property Rights, including Confidential Information. 13.6 Each of the restrictions in each sub clause above will be enforceable independently of each of the others and its validity will not be affected if any of the others are invalid. If any of those restrictions are void but would be valid if some part of the restriction were deleted, the restriction in question will apply with such modification as may be necessary to make it valid. 13.7 For the avoidance of doubt, nothing in this Agreement precludes the Executive from making a protected disclosure within the meaning of Part 4A (Protected Disclosures) of the Employment Rights Act 1996. 14. INTELLECTUAL PROPERTY 14.1 For the purposes of this Agreement, the following definitions shall apply: (a) Intellectual Property Rights means: (i) copyrights, moral rights, patents, inventions, know-how, Confidential Information, database rights, brands, business names, domain names, 10





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and rights in trademarks, service marks and designs (whether registered or unregistered); (ii) applications for registration, and the right to apply for registration, and registrations for any of the same, and any renewals, reissues, extensions, continuations or divisions thereof; (iii) rights to use such assets listed in subparagraphs (i) and (ii) under licences, consents, orders, statutes or otherwise; and (iv) all other intellectual property rights and equivalent or similar forms of protection now or hereafter existing anywhere in the world. (b) IP Materials means all documents, software, photographic or graphic works of any type, and other materials in any medium or format which are created by or on behalf of the Executive in the course of performing his obligations under this Agreement and which are protected by or relate to Intellectual Property Rights. 14.2 Any Intellectual Property Rights created by the Executive or arising in the course of his employment or his performing his obligations under this Agreement shall belong to and vest in the Company. 14.3 To the extent that ownership of Intellectual Property Rights does not vest in the Company by operation of law, the Executive hereby assigns to the Company his entire right, title and interest in all Intellectual Property Rights which arise in the course of performing his obligations under this Agreement (including all present and future copyright, and copyright revivals and extensions). This assignment shall take effect upon the creation of each of the Intellectual Property Rights but if for any reason this does not occur, he agrees that he will hold all such Intellectual Property Rights on trust for the benefit of the Company until such time as it does. 14.4 The Executive agrees to sign all documents and to do all other acts which the Company requests (at its expense) to enable the Company to enjoy the full benefit of this clause 14. This includes joining in any application, which may be made in the Company's sole name for registration of any Intellectual Property Rights (such as a patent, trademark or registered design), and assisting the Company in defending and enforcing such rights during and after the employment (at the Company's expense). 14.5 Without prejudice to the generality of clause 13 (Confidential Information), the Executive may only use the Intellectual Property Rights and IP Materials to perform his obligations under this Agreement, and shall not disclose any Intellectual Property Rights or IP Materials to any third party without the express prior written consent of the Company. 14.6 The Executive waives all moral rights in IP Materials to which he may otherwise be entitled under the law of any relevant jurisdiction and which cannot be vested or assigned pursuant to sub clause 14.2 or 14.3. To the extent that any moral rights cannot be waived under the laws of any relevant jurisdiction, the Executive agrees that he will not enforce such rights. 14.7 The Executive shall promptly transfer to the Company all IP Materials in his possession or under his control as at the Termination Date, or at any time when the Company requests. No copies or other record of any IP Materials may be retained by the Executive except with the prior written consent of the Company. 14.8 The Executive understands and accepts that the remuneration and benefits provided to him by the Company in accordance with this Agreement constitute sufficient consideration to the Executive for the performance of his obligations under this clause 14 including, for the avoidance of doubt, the waiver of or covenant not to assert any moral rights that he may have. 14.9 This clause 14, and the rights and obligations of the parties contained herein, shall survive expiry of this Agreement, or its termination, for any reason. 11





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15. TERMINATION OF EMPLOYMENT 15.1 The Appointment may be terminated by either party giving the other at least 12 months' notice in writing. 15.2 The Company may in its sole and absolute discretion (whether or not any notice of termination has been given under sub clause 15.1) terminate this Agreement at any time and with immediate effect by giving notice in writing to the Executive that the Company is exercising its rights pursuant to this clause 15. If the Company elects to terminate the Executive's employment in this way, it will make, within 30 days, either the first instalment (of equal monthly instalments) of a, or an entire, payment in lieu of notice (Payment in Lieu) equal to the basic salary, benefit allowance and any benefits, as at the Termination Date, which the Executive would have been entitled to receive under this Agreement during the notice period referred to at sub clause 15.1 (or, if notice has already been given, during the remainder of the notice period), less all relevant deductions for income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or discretionary payment(s) that might otherwise have been due during the period for which the Payment in Lieu is made; and (b) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 15.3 The Company may pay any sums due under sub clause 15.2 in equal monthly instalments until the date on which the notice period referred to at sub clause 15.1 would have expired if notice had been given (the Payment Period). 15.4 The Payment in Lieu is at all times conditional on the Executive informing the Company immediately in the event that he receives, or has a right to receive, remuneration from any source in respect of his employment or the provision of his services during the Payment Period or relating to the Payment Period (remuneration shall include any salary, fee or other benefit). 15.5 If the Executive obtains alternative employment or an alternative engagement during the Payment Period any further monthly instalments of the Payment in Lieu will be reduced on a pro rata basis by any payment or remuneration in respect of such alternative employment or alternative engagement during the Payment Period or relating to the Payment Period. 15.6 The Executive shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in sub clause 15.2. 15.7 Nothing in this clause 15 shall prevent the Company from terminating the Appointment in breach of contract or of common law. 15.8 If the Executive: (a) in the reasonable opinion of the Board fails or neglects efficiently and diligently to discharge his duties, including, without limitation his duties under Chapter 2 of part 10 of the Companies Act 2006, or is guilty of any serious or repeated material breach of his obligations under this Agreement and, if that material breach is remediable, fails to remedy the breach within a period of 21 days after being notified in writing to do so; (b) is guilty of any fraud, dishonesty, serious misconduct or any other conduct which, in the reasonable opinion of the Board, brings or is likely to bring the Executive or the Company or 12





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any Group Company into disrepute or affects or is likely to affect prejudicially the interests of the Company or the Group; (c) is convicted of an arrestable offence (other than a road traffic offence for which a non-custodial penalty is imposed); (d) is guilty of any material breach or material non-observance of any code of conduct, requirement, rule or regulation referred to in sub clause 3.2; (e) becomes bankrupt or makes any arrangement or composition with his creditors; (f) is prohibited from being a director by law; (g) resigns as a director without the Company's prior consent; (h) has become physically or mentally incapable of acting as a director and may remain so for more than six months, according to a written opinion issued in relation to the Executive to the Company from a registered medical practitioner who is treating the Executive; or (i) is not or ceases to be eligible to work in the UK,

the Company may by written notice to the Executive terminate this Agreement with immediate effect. 15.9 The Company's rights under clause 15.8 are without prejudice to any other rights that it might have at common law to terminate the Appointment or to accept any breach of this Agreement by the Executive as having brought the agreement to an end. Any delay by the Company in exercising its rights shall not constitute a waiver thereof. 15.10 On the Termination Date or, at the request of the Board on either party giving notice to terminate this Agreement, the Executive will immediately: (a) deliver to the Company all other property in his possession, custody or under his control belonging to any Group Company including (but not limited to) computers and any other electronic devices, business cards, credit and charge cards, security passes, original and copy documents or other media on which information is held in his possession relating to the business or affairs of any Group Company; and (b) to the extent possible, irretrievably delete (without keeping any copies in any format) any information relating to the business or affairs of the Company or any Group Company or any of its or their business contacts from any computer or communications systems, including any website or email account, owned or used by the Executive outside the Company's premises and notify the Company of any passwords the Executive used in relation to its computer system. 15.11 If the Executive's rights or benefits under any share option or share incentive scheme in which the Executive may participate (as set out at the date hereof in Schedule 2) are affected by the termination of the Employment, his rights will be determined solely in accordance with the rules of the relevant scheme and the Executive shall not be entitled to any compensation for the loss of any rights or benefits under such scheme. 15.12 If the Appointment is terminated for the purpose of the reconstruction or amalgamation of the Company or by reason of the Company transferring all or a substantial part of its business to another company and the Executive is offered employment by the reconstructed or amalgamated or transferee company on similar terms to the terms of this Agreement, the Executive will have no claim 13





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against the Company or such reconstructed or amalgamated or transferee company in respect of the termination of the Appointment. 16. GARDEN LEAVE 16.1 Following service of notice to terminate the Appointment by either party or if the Executive purports to terminate the Appointment in breach, the Board may suspend all or any of the Executive's duties and powers for such periods and on such terms as he considers expedient and this may include a term that: (a) the Executive must stay away from all or any of the Company's premises, and/or (b) will not be provided with any work, and/or (c) will have no business contact with all or any of the Group's agents, employees, customers, clients, distributors and suppliers, and/or (d) will have no access to the Company's communications systems.

(referred to as Garden Leave). 16.2 During any period of Garden Leave the Company will continue to pay the Executive's salary, benefits allowance and maintain the benefits to which he is contractually entitled prior to the commencement of his Garden Leave (for the avoidance of doubt the Executive shall not be entitled to any bonus or discretionary payment(s) during any period of Garden Leave). 16.3 During any period of Garden Leave may appoint a replacement to exercise any of the Executive's duties and responsibilities and may require the Executive to take such actions as he reasonably requires to effect a proper handover of any of his duties and responsibilities. Alternatively, the Company may require the Executive to carry out exceptional duties or special projects outside the normal scope of his duties and responsibilities (provided such projects are broadly commensurate with his status). 16.4 During any period of Garden Leave the Executive's employment will continue and the Executive will continue to be bound by his obligations under this Agreement and by his general duties of fidelity and good faith (and, where applicable, as a fiduciary). The Executive agrees that the Company may, if it so chooses, announce to third parties that the Executive has resigned or been given notice (as the case may be) but the Executive will not make any comment on his status or change of duties, except to confirm he is on garden leave. 17. OFFICE AS A DIRECTOR 17.1 Any office or directorship which the Executive holds in any Group Company is subject to the articles of association of the relevant company from time to time. 17.2 The Executive is required to familiarise himself with all his responsibilities as a director, legal and/or otherwise. 17.3 Upon termination of this Agreement, or on the Board's request, the Executive will resign from any office held by him in any Group Company without any claim for compensation. 17.4 The Executive shall, at the time of signing this Agreement, appoint the Company as his attorney by executing a Power of Attorney in the form set out in Schedule 1 so that the Company can give effect to the provisions of sub clause 17.3 above and clause 14 above as required. 14





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17.5 In the event that the Executive fails to be re-elected as a director of any Group Company, or if the Executive resigns as a director of any Group Company at the Company's request, this Agreement shall not automatically terminate and the Executive will continue as an employee of the Company unless and until either party elect to terminate the employment (either in accordance with clause 15.1, or where the Company may have a right to terminate his employment summarily under clause 15 or at common law). 17.6 The Executive must not resign from any directorship or office of any Group Company, except on termination of this Agreement (by either party), on the Board's request or as provided in the articles of association of the Company, and he must not do anything that would cause him to be disqualified from continuing to act as a director. 18. PROTECTIVE COVENANTS 18.1 The Executive acknowledges that his senior position with the Company and any Group Company gives him access to and the benefit of confidential information vital to the continuing business of the Company and any Group Company and influence over and connection with the Company's customers, clients, suppliers, distributors, agents, employees, workers, consultants and directors and those of any Group Company in or with which the Executive is engaged or in contact and acknowledges and agrees that the provisions in Schedule 3 are reasonable in their application to him and necessary but no more than sufficient to protect the interests of the Company and any Group Company. 18.2 If any person offers to the Executive any arrangement, contractual or otherwise, and whether paid or unpaid, which might or would cause the Executive to breach any of the covenants in Schedule 3, he will notify that person of the terms of that Schedule 3 and provide that person with a complete copy of it. 19. DATA PROTECTION 19.1 The Company takes its data protection obligations very seriously and complies with its legal obligations under the General Data Protection Regulation and the Data Protection Act 2018 to protect the privacy and security of the Executive's personal information. As a data controller the Company is required to inform the Executive how we hold and use his information. 20. GRIEVANCE AND DISCIPLINARY PROCEDURE 20.1 If the Executive is dissatisfied with any disciplinary decision relating to him, including any decision to dismiss him, he will have the right to appeal to the Chairman of WPP plc, whose decision will be final. 20.2 If the Executive seeks to redress any grievance relating to his employment, the Executive should raise this in the first instance with the Chairman. If the matter is not satisfactorily resolved, the Executive should then apply in writing to the Board and the Board's decision will be final. 20.3 The Company may suspend the Executive from any or all of his duties for as long as is reasonably necessary to investigate any matter in which the Executive is implicated or involved, whether directly or indirectly, or in the event that the Company believes that the Executive's presence in the office would be detrimental to any investigation or to other employees or to the Executive. The provisions of clause 16.1 (a) to (d) and 16.2 will apply during any such period of suspension, with any additional terms depending on the circumstances that may be notified to the Executive in writing at that time. 15





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21. COLLECTIVE AGREEMENTS

The Company is not a party to any collective agreement which affects the Executive's employment. 22. GENERAL 22.1 This Agreement is governed by and construed in accordance with English law, save where provided otherwise herein. 22.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). 22.3 This Agreement contains all the information which is required to be provided to the Executive under section 1 of the Employment Rights Act 1996. 22.4 As from the effective date of this Agreement, all other agreements or arrangements between the Company or any Group Company relating to the employment of the Executive cease to have effect. This Agreement (and the documents referred to within it, including but not limited to the share plans that the Executive participates in from time to time) comprises the whole agreement between the Executive and the Company relating to the Executive's employment by the Company. 22.5 Each Group Company shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce the rights bestowed on it by this Agreement. The consent of a Group Company is not required to amend any terms of this Agreement. Except as set out in this clause 22, a person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999. 22.6 This Agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

AS WITNESS the hands of the Executive and of the duly authorised representatives of the Company on the date which appears first on page 1.

SIGNATORIES SIGNED by WPP 2005 LIMITED acting by MARK READ ) /s/ Mark Read

SIGNED by JOHN ROGERS ) /s/ John Rogers 16





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SCHEDULE 1 POWER OF ATTORNEY

By this Power of Attorney made on 1 October 2019, I JOHN ROGERS in accordance with the terms of my service agreement (the Service Agreement) with WPP 2005 Limited (the Company) dated today HEREBY APPOINT the Company to act as my attorney with authority in my name and on my behalf (so that words and expressions defined in the Service Agreement shall have the same meaning herein): (a) during my employment or after it has terminated, to do anything and sign or execute any document and generally to use my name for the purpose of giving to the Company or to any Group Company or its or their nominee(s) the full benefit of clause 14 (Intellectual Property); (b) during my employment or after it has terminated, to do anything and sign or execute any document as may be required under the constitution of the Company and each Group Company to make my resignation as a director from those companies effective; and (c) to appoint any substitute and to delegate to that substitute all or any powers conferred by this Power of Attorney.

I declare that this Power of Attorney, having been given by me to secure my obligations under clause 14 (Intellectual Property) and clause 15 (Termination of Employment) of the Service Agreement, shall be irrevocable in accordance with section 4 of the Powers of Attorney Act 1971.

This Power of Attorney is governed by and construed in accordance with English law, save where provided otherwise herein.

The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Power of Attorney or its subject matter or formation (including non-contractual disputes or claims).

IN WITNESS whereof this Power of Attorney has been duly executed. EXECUTED as a deed by JOHN ROGERS ) ) /s/ John Rogers in the presence of: )

Witness: Signature: /s/ Rachel Blackman - Rogers

Name: Rachel Blackman - Rogers

Address:

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SCHEDULE 2 INCENTIVE PLANS

The Executive will be eligible to participate in each of the Incentive plans referred to below in accordance with the rules of the relevant plans from time to time.

The receipt of any bonus, award, stock or payment under any or all of these plans in one year shall not create any right or expectation to any bonus or payment in any subsequent year. 1 SHORT TERM INCENTIVE PLAN (STIP) 1.1 The Executive's STIP target award will be up to 112% of base salary with a potential award of up to a maximum of 225% of basic salary depending how far the target may be exceeded. 1.2 All payments under the STIP are discretionary and subject to the approval of the Compensation Committee. 1.3 STIP awards are paid out partly in cash and partly in the form of a deferred stock award under the ESA, the exact split from time to time being a matter of Compensation Committee discretion. The cash element under the STIP is payable in the year following the year for which the bonus is payable. The deferred stock element will be governed by the rules of the relevant stock plan. 1.4 In the event the Executive's employment is terminated or he is under notice of termination, whether such notice is given or received by the Company, prior to the date on which the bonus is paid (in respect of the cash element) or prior to the vesting date of the deferred stock award (in respect of the deferred stock element) the Executive will forfeit all and any rights or entitlements under the STIP and will not have any rights against the Company and/or WPP plc in respect of the loss of such entitlement. 2 EXECUTIVE SHARE AWARD (ESA) 2.1 The Executive will be eligible to receive Executive Share Awards (ESA) further to his STIP awards. 2.2 Annual targets based on the financial results of the Company will be determined by WPP plc. ESAs are granted in form of awards (if any) made after the end of the relevant calendar year, under the relevant stock plan and are subject to such conditions as the Compensation Committee may determine from time to time. All ESAs are subject to the overriding discretion of the Compensation Committee up to the point at which the award under the relevant stock plan is granted. Currently the ESA share vesting period is three years from the start of the Financial Year to which the relevant ESA award relates. 2.3 The granting and vesting of stock awards will be subject to such conditions as the Compensation Committee may determine from time to time and subject always to the provisions of the relevant stock plan. 3 EXECUTIVE PERFORMANCE SHARE PLAN (EPSP) 3.1 At the discretion of the Compensation Committee, the Executive will be eligible to participate in the Executive Performance Share Plan. 3.2 The Company currently expects that the Executive will be granted a target award under the EPSP of WPP plc stock of 300% of his base salary (but this is subject always to the discretion of the 18





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Compensation Committee and may be adjusted downwards prior to the grant being made) which will vest subject to performance (as deemed by the Compensation Committee in its discretion) at the end of the performance period. 3.3 The granting and vesting of awards under the EPSP will be subject to such conditions as the Compensation Committee may determine from time to time and subject always to the provisions of the EPSP 4 PERFORMANCE ADJUSTMENTS 4.1 If the Executive: (a) commits an act of fraud, dishonesty, deceit, breach of fiduciary duty or other gross misconduct; (b) does or omits to do something that results in a set of audited accounts of a Group Company being materially wrong or misleading; and either (i) those accounts have to be materially corrected; or (ii) a subsequent set of accounts or data have to be adjusted or include a provision or write down as a result of that act or omission; or (iii) a liquidation event occurs in relation to that Group Company; or (c) knew or should have known that any information used to calculate any STIP awarded to him was incorrect; or (d) prior to the award or payment of any STIP award, committed any material wrongdoing that had the Company known of it would have entitled the Company to terminate the Executive's employment in accordance with clause 15 of the Agreement,

then the Compensation Committee can decide that: (i) any STIP award or part of a STIP award awarded to him pursuant to this Agreement will be cancelled; and/or (ii) any STIP award or part of a STIP award paid to him in satisfaction of any STIP award under this Agreement must be repaid by the Executive. 4.2 This sub-clause 4.2 applies if, at any time prior to the third anniversary of the payment of any STIP awarded pursuant to this Agreement, the Compensation Committee determines that any of the circumstances described in sub-clauses 4.1(a) to 4.1(d) has arisen. 4.3 If sub-clause 4.2 applies, the Compensation Committee can decide that the relevant STIP award or part of the STIP award will be cancelled or should not have been paid and must be repaid by the Executive to compensate the Company for any overpayment. 4.4 Subject to sub-clause 4.5 the Executive will, if required to do so by the Compensation Committee, repay to the Company or to another Group Company as notified by the Company the amount of cash that the Compensation Committee determines is required to compensate the Company for any overpayment. 19





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4.5 If the Executive was subject to tax, social security contributions or other levies (Taxes) on payment of the STIP award, and in the Compensation Committee's reasonable opinion he will not get a credit or repayment of some or all of the Taxes, the Compensation Committee will reduce the amount of cash that the Executive can be required to transfer under sub-clause 4.4 by the amount that reflects the Taxes in respect of which credit or repayment is unavailable. 4.6 The Compensation Committee will act reasonably in using its authority under sub-clauses 4.1to 4.5of this Schedule 2 5 ONE-TIME AWARDS

5.1 The Executive will, subject to the terms of this Schedule 2, be eligible to receive the following one-time awards in compensation for the short term and long-term incentive awards he will cease to be entitled to on cessation of his previous directorship of and employment with J Sainsbury plc or one of its subsidiaries (JS):

(a) a cash award equivalent to the cash bonus he would have received from JS in respect of the 2019 financial year and payable in 2020 determined on the same basis as the compensation committee of JS awards a cash bonus to the CEO and Executive management team of JS; and

(b) £361,252 payable in cash in respect of the JS 2018 Deferred Share Award; and

(c) £368,455 payable in cash in respect of the JS 2016 LTIP Award; and

(d) an award equivalent to the value of the deferred share award he would have received from JS in respect of the 2019 financial year and awarded in 2020 determined on the same basis as the compensation committee of JS awards a cash bonus to the CEO and Executive management team of JS, to be granted over restricted ordinary WPP shares with a vesting date in May 2022;

(e) an award to the value of £364,102 to be granted over restricted ordinary WPP shares with a vesting date in May 2021 in respect of the JS 2019 Deferred Share Award; and

(f) a cash award in respect of the JS 2017 LTIP award currently estimated to be valued at £644,160 but to be determined based on the actual performance disclosed in the JS 2020 annual report and accounts and to include JS dividend equivalents. The Executive commits to utilise the net amount after tax and deductions to acquire WPP ordinary shares that he will hold beneficially for a minimum of two years; and

(g) an award to the value of £1,069,788 to be granted over ordinary shares under the terms of the WPP EPSP 2019 award with a vesting date of March 2021 in respect of the JS 2018 LTIP. The Executive commits to utilise the net amount after tax and deductions to acquire WPP ordinary shares that he will hold beneficially for a minimum of two years; and

(h) an award to the value of £1,427,991 to be granted over ordinary shares under the terms of the WPP EPSP 2019 award with a vesting date of March 2022 in respect of the JS 2019 LTIP. The Executive commits to utilise the net amount after tax and deductions to acquire WPP ordinary shares that he will hold beneficially for a minimum of two years.

5.2 In relation to the one-time awards in clause 5.1 payable in cash, the payment will be made in the second month following the Executive's commencement of employment with the Company or such later date when the outcomes of the JS incentive plans are available. The one-time share award in clause 5.1 will be made in the first open period of WPP plc following the Executive's commencement of employment with the Company. 20





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SCHEDULE 3 PROTECTIVE COVENANTS 1 The Executive agrees and undertakes with the Company acting on behalf of itself and as agent for each Group Company that he will not in any Relevant Capacity at any time during the Restricted Period: (a) within or in relation to the Restricted Territory take any steps preparatory to or be directly or indirectly engaged, employed, interested or concerned in: (i) any Competing Business; and/or (ii) any Target Business Entity, (b) within or in relation to the Restricted Territory acquire a substantial or controlling interest directly or by or through any nominee or nominees in any Competing Business, Target Business Entity or in any Person owning or controlling a Competing Business or Target Business Entity; or (c) solicit or attempt to solicit, canvass, interfere with or entice away from the Company or any Relevant Group Company the custom or any prospective custom of any Client or any Prospect with a view to providing to that Client or Prospect any products or services which are the same as or materially similar to any Restricted Business in competition with the Company or any Relevant Group Company; or (d) provide or agree to provide any products or services which are the same as or materially similar to any Restricted Business to any Client or any Prospect in competition with the Company or any Relevant Group Company; or (e) solicit, entice or encourage or attempt to solicit, entice or encourage any Key Individual to leave the employment of the Company or any Relevant Group Company (whether or not such person would commit any breach of his contract of employment by doing so); or (f) employ, engage, appoint, enter into partnership or association with or in any way cause to be employed, engaged or appointed any Key Individual in relation to any Person which is or is proposing to be a Competing Business or is or is proposed to be directly or indirectly owned by or controlling any Competing Business; or (g) provide or agree to provide any products or services which are the same as or materially similar to any Restricted Business in respect of any Competitor Account; or (h) be employed or engaged by any Client or Prospect if as a result the Client or Prospect will cease to use or materially reduce its usage of the products or services of the Company or any Relevant Group Company or, in the case of a Prospect, will not use the products or services of the Company or any Relevant Group Company or use them to a materially lesser extent; or (i) solicit or try to solicit or place orders for the supply of products or services from any Supplier if as a result the Supplier will cease supplying, materially reduce its supply or vary detrimentally the terms on which it supplies products or services to the Company or any Relevant Group Company; or 21





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(j) encourage, assist or procure any Person to do anything which if done by the Executive would be a breach of sub clauses 1 (a) to (i). 2 The Executive agrees that updating his profile and/or connecting or reconnecting to Clients, Suppliers or Prospects using Social Media during the Restricted Period may amount to a breach of sub clauses 1 (a) to (j) above. 3 The parties agree that the restrictions (whether taken individually or as a whole) in sub clauses 1 (a) to (j) above are reasonable having regard to the legitimate protectable interests of the Company and the Group and that each such restriction is intended to be separate and severable and the validity of each is not affect if any of the others are involved. In the event that any of the restrictions is held to be void but would be valid if part of its wording was deleted, that restriction shall apply with whatever deletion is necessary to make it valid and effective. 4 It is understood and agreed by the parties that damages shall be an inadequate remedy in the event of a breach by the Executive of any of the restrictions contained in sub clauses 1 (a) to (i) above and that any such breach by him or on his behalf will cause the Company and any Relevant Group Company great and irreparable injury and damage. Accordingly, he agrees that the Company and/or any Relevant Group Company shall be entitled, without waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to injunctive and other equitable relief in the event of a breach or intended or threatened breach by the Executive of any of those restrictions. 5 If the Company exercises its right to suspend the Executive's duties and powers under clause 16, the period of the suspension will reduce the Restricted Period. 6 For the purposes of this Schedule 3 the following additional definitions shall apply:

Client means any Person with whom or which the Company or any Relevant Group Company has arrangements in place for the provision of any Restricted Business and with whom or which the Executive had material involvement or for whose business he was responsible or about which he acquired material Confidential Information, in the course of his employment at any time during the Relevant Period.

Competing Business means any Person providing or proposing to provide any products or services which are the same as or materially similar to and competitive with any Restricted Business.

Competitor Account means any account, product or brand which competes with any Client's account, product or brand in respect of which the Executive had material dealings or responsibility on behalf of the Company or any Relevant Group Company or about which he acquired Confidential Information, during the course of his employment at any time during the Relevant Period.

Key Individual means any individual who was employed by the Company or any Relevant Group Company to provide services personally at the date on which the Appointment terminates (or but for the breach by the Executive of his obligations under this Agreement and/or implied by law would have been so employed at the date on which the Appointment terminates) and who in the course of his duties during the Relevant Period had material dealings with the Executive and: (a) either: (i) reported directly to him; and 22





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(ii) had material contact with clients or suppliers of the Company or any other Relevant Group Company in the course of his employment;

or (b) was a member of the board of directors or the senior management team of the Company or any Relevant Group Company or reported to any such board of directors or senior management team.

Prospect means any Person who was at any time during the Relevant Period negotiating or discussing (which shall include for these purposes a pitch or presentation) with the Company or any Relevant Group Company the provision of any Restricted Business and in respect of which such negotiations or discussions the Executive was materially involved or had responsibility for or about which he acquired material Confidential Information, in the course of his employment at any time during the Relevant Period.

Relevant Capacity means either alone or jointly with another or others, whether as principal, agent, consultant, director, partner, shareholder, independent contractor, employee or in any other capacity, whether directly or indirectly, through any Person and whether for the Executive's own benefit or that of others (other than as a shareholder holding directly or indirectly by way of bona fide investment only and subject to prior disclosure to the Company up to 1% in nominal value of the issued share capital or other securities of any class of any company listed or dealt in on any Recognised Investment Exchange).

Relevant Group Company means any Group Company to which the Executive rendered services or for which he had management or operational responsibility during the course of his employment at any time during the Relevant Period.

Relevant Period means the twelve-month period ending with the Termination Date.

Restricted Business means and includes any of the products or services provided by the Company or any Relevant Group Company at any time during the Relevant Period with which the Executive had a material involvement or about which he acquired Confidential Information at any time during the Relevant Period.

Restricted Period means the 12-month period commencing on the Termination Date in relation to sub-clause 1(a) and the 18- month period commencing on the Termination Date in relation to all remaining sub-clauses in clause 1 above.

Restricted Territory means England and such other countries in which the Company or any Relevant Group Company carried on any Restricted Business at the Termination Date.

Supplier means any Person who at any time during the Relevant Period provided products or services to the Company or any Relevant Group Company being a Person with whom the Executive had material dealings or for whom he had responsibility or about whom he acquired material Confidential Information, in the course of his employment at any time during the Relevant Period.

Target Business Entity means any business howsoever constituted (whether or not conducting a Restricted Business) which was at the Effective Date or at any time during the Relevant Period a business which the Company or any Relevant Group Company had entered into negotiations with or had approached or had identified as: 23





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(a) a potential target with a view to its acquisition by the Company or any Relevant Group Company; and/or (b) a potential party to any joint venture with the Company or any Relevant Group Company,

in either case where such approach or negotiations or identity were known to a material degree by the Executive or about which he acquired material Confidential Information, in the course of his employment during the Relevant Period. 24 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

A: 15657
****
Q: EXHIBIT 10.26   ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     FLEET MAINTENANCE AGREEMENT

   1. Definitions     1.1 In this Agreement:     1.1.1 the following expressions have the following meanings unless inconsistent with the context:     the Act means the Employment Rights Act 1996.     Additional Charges means the charges to be calculated by SEV on a time and materials basis at the rates described in Clause 7  of this Agreement in respect of the provision of Excepted Services pursuant to Clause 6 of this Agreement.     Agreement means this agreement including the Schedules and the appendix made between SEV and DCL     Bodywork means, without limitation, the panels, doors, glazing, trim, seating and any custom built additions not supplied by  the original Vehicle manufacturer     CDV means an Engine powered car derived van included in this Agreement     Charger means the battery charger and related equipment of an EGV.     Chassis means the main frame, sub-frames and mounting brackets of the vehicle     Code of Practice means the HMSO code of practice set out in the appendix     Commencement Date means 16 October 2005.     Contracted Period means the period during which this Agreement is in effect.     Contract Procedure Manual means a separate operating manual that identifies procedures and documentation relevant to this  Agreement.     DCL Financial Year means the period of 12 (twelve) months commencing on the first day of each financial year of DCL during  the term of this Agreement as notified by DCL to SEV in writing or as otherwise agreed between the parties in writing (and, in the

            DATED         13 October 2005                   DCL

DAIRY CREST LIMITED (Company no 2085882) whose registered office is at Claygate House, Littleworth Road,  Esher, Surrey KT10 9PN                   SEV

SEV GROUP LIMITED (company no 4463640) whose registered office is at Unit 95/2, Tanfield Lea Industrial  Estate North, Stanley, Co Durham, DH9 9NX





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     absence of such notification or agreement, the period of 12 (twelve) months commencing on 1 April each year during the term of  this Agreement).     EGV means an electric powered goods vehicle included in this Agreement.     Employees means the employees employed by SEV during the Contracted Period who provide the Maintenance Services,  including but not limited to the Transferring Employees and/or the Future Transferring Employees     Employment Costs means all salaries, wages, commissions, bonuses, all statutory contributions, holiday pay (including  payment for accrued but untaken holiday), national insurance contributions, pension contributions made to or on behalf of  an employee, taxation (including all income tax deductible under PAYE) and all other employment costs.     Engine means an internal combustion engine consisting of the main engine block and head plus all the internal components  thereof.     Excepted Services means those services referred to in Clause 6.1 of this Agreement which do not fall within Maintenance  Services.     Final Future Transferring Employees List means the list of Future Transferring Employees who will transfer to DCL and/or a  Replacement Supplier in accordance with Clauses 19 or 20 (as the case may be) upon the Termination Date.     Fleet Size means the total number of Operational Vehicles and Spare Vehicles in use by DCL from time to time and included in  this Agreement.     FTA means Freight Transport Association or such other replacement association or organisation operating in the United  Kingdom from time to time whose aims are to represent the freight transport industry generally     Future Maintenance Services means any services which are the same as or similar to the Maintenance Services, which will be  provided by DCL and/or any Replacement Supplier after the Termination Date.     Future Transfer Date means the date(s) on which the Future Transferring Employees are transferred to DCL and/or any  Replacement Supplier pursuant to Clauses 19 or 20 (as the case may be).     Future Transferring Employees means any employee of SEV who is wholly or mainly assigned to work in the provision of the  Maintenance Services immediately prior to the Termination Date and whose employment is liable to transfer to DCL and/or any  Replacement Supplier pursuant to Clauses 19 or 20 (as the case may be).     Liabilities includes without limitation all costs, expenses, losses, damages, claims, proceedings, awards, fines, orders  (including, but not limited to, any order or notice issued by the Pensions Regulator) and other liabilities (including reasonable  legal and other professional fees and expenses) whenever arising or brought     2





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     LGV means an Engine powered large (over 7.5t gross vehicle weight) goods vehicle included in this Agreement.     Maintenance Agreement means the agreement entered into by DCL and SEV on 28 March 1999.     Maintenance Charges means the aggregate charge for the Maintenance Services calculated in accordance with Clause 3 of  this Agreement.     Maintenance Rate means the weekly charge levied by SEV to DCL tor each Vehicle included in this Agreement and set out in  Schedule One.     Maintenance Services means the provision of maintenance services as defined in Clause 4 of this Agreement.     MGV means an Engine powered medium (over 3.5t but less than 7.5t gross vehicle weight) goods vehicle included in this  Agreement.     Opening Fleet Size means the Fleet Size on the later of the Commencement Date of the first day of any DCL Financial Year and  stated in Schedule One     Operational Vehicles means Vehicles from time to time that are in regular use in the course of DCL business     Permitted Sub-Contractor means any person who SEV appoints to undertake work as all or part of the Maintenance Services  pursuant to Clause 11 below.     PG9 Notice means a PG9 Notice issued by VOSA.     Place of Repair means any agreed location where the Vehicles are serviced or repaired     Place of Use means any location within the local vicinity of the Site where the Vehicles are operated.     Provisional Future Transferring Employees List means the list of Future Transferring Employees who SEV believes will transfer  to DCL and/or a Replacement Supplier in accordance with Clauses 19 or 20 (as the case may be) upon the Termination Date.     Redundancy Costs means in relation to each Transferring Employee the amount designated as such in Schedule Two and  calculated as the sum of:-     (i) the statutory redundancy payment (calculated in accordance with section 162 of the Act) to which such Transferring  Employee would have been entitled had he been dismissed by reason of redundancy with effect from the  Commencement Date;     (ii) any contractual entitlement to additional redundancy or severance pay (including any such entitlement arising by virtue of  custom and practice) which would accrue to such Transferring Employee were he dismissed in such circumstances.     3





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     (iii) the contractual notice pay (or payment in lieu of notice) which would have been payable to such Employee in such  circumstances together with any additional notice pay which would have been payable by virtue of section 86(1) of the  Act.     (iv) all income tax and national insurance contributions properly payable in connection with the payments set out in (i) to (iii)  above      but subject to variation in accordance with clause 11.7.     Regulations means the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended).     Replacement Supplier means any person employed or engaged to provide to DCL services similar to the Maintenance Services  provided prior to the Termination Date.     Retail Price Index means the UK Index of Retail Prices (All Items) maintained by the Central Office of Information calculated by  reference to the published figures in respect of such Index current at the last day of December in each year during the term of  this Agreement. In the event of the abolition or a fundamental variation in the basis of the said Index prior to the date upon  which the Retail Price Index is to be applied hereunder, the parties shall, at their mutual expense, obtain the opinion of an  independent Fellow of the Institute of Chartered Accountants in England and Wales as to the increase which ought to be made  (having regard to such varied or substituted index or indices as he considers appropriate) and the opinion of such accountant  (who shall act as an expert and not as an arbitrator) shall be final and binding on the parties     Schedule One means the Schedule One hereto setting out the variable terms of this Agreement and to be revised by SEV on  the first day of each DCL Financial Year following which a signed copy of the new Schedule One shall be attached to each part  of this Agreement.     SGV means an Engine powered small (up to 3.5t gross vehicle weight) goods vehicle included in this Agreement.     Site means the addresses of DCL premises where the Vehicles are stored when not in use.     Spare Vehicles means Vehicles held in a maintained and roadworthy condition for occasional use by DCL     Surplus Vehicles means Vehicles from time to time no longer in use by DCL either as Operational Vehicles or Spare Vehicles.     Termination Date means the date on which this Agreement terminates pursuant to Clause 16     Transferring Employees means the persons employed by DCL who are providing the Maintenance Services or services which  are the same or similar to the Maintenance Services immediately before the Commencement Date whose contracts of employment  after the Commencement Date will be or are deemed effected between     4





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     SEV and such persons under Regulation 5 of the Regulations and who are listed in Schedule Two.     Vehicle means any vehicle included in this Agreement.     VOSA means the Vehicle and Operator Services Agency     1.1.2 references to any statute or statutory provision include, unless she context otherwise requires, a reference to the statute or  statutory provision as modified or reenacted and in force from time to time prior to the Commencement Date and any subordinate  legislation made under the relevant statute or statutory provision in force prior to the Commencement Date;     1.1.3 references to persons will include bodies corporate, unincorporated associations and partnerships;     1.1.4 references to a document being in the agreed terms are to that document in the form agreed and for the purposes of  identification initialled by or on behalf of DCL and SEV;     1.1.5 all obligations, representations and warranties on the part of two or more persons are entered into, given or made by such  persons jointly and severally;     1.1.6 references to the singular include the plural and vice versa;     1.1.7 references to Clauses and Schedules are to Clauses of and Schedules to this Agreement, and references to paragraphs are  to paragraphs in the Schedule in which such references appear;     1.1.8 the Schedules form part of this Agreement and will have the same force and effect as if expressly set out in the body of this  Agreement;     1.1.9 the headings in this Agreement will not affect its interpretation; and     1.1.10 any phrase introduced by the term include, including, in particular or any similar expression will be construed as  illustrative and will not limit the sense of the words preceding that term.     1.2 SEV and DCL hereby expressly agree that this Agreement shall replace and take precedence over any terms set out in the  Maintenance Agreement. Accordingly, SEV and DCL hereby agree that the Maintenance Agreement is deemed to have been  terminated by them with effect from the date of this Agreement.     1.3 Within a period of three months of the Commencement Date, DCL shall enter into a master contract hire agreement with SEV (or SEV's  nominated third party finance provider) in respect of the supply of all DCL's requirements for new small (up to 3.5t gross vehicle  weight) goods vehicles for an initial period of 18 (eighteen) months from the Commencement Date. On completion of this initial  18 (eighteen) month period, and at each 18 (eighteen) month interval thereafter during the continuance of this Agreement, DCL  will review the contracted rates and provided the rates remain within     5





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     the same competitive framework as the original agreement, DCL will renew the master contract hire agreement for a further 18  (eighteen) months.     2. SEV's Obligations     In consideration of the payment by DCL from time to time of the Maintenance Charges in accordance with the provisions of Clause 3  below SEV shall during the term of this Agreement.     2.1 provide the Maintenance Services in respect of the vehicles upon the terms and conditions of this Agreement and with all due skill,  care and diligence using goods of satisfactory qualify and fit for the purpose;     2.2 ensure the Vehicles are in a roadworthy condition and comply with all relevant legal and statutory requirements so far as the same is  possible by the provision of the Maintenance Services, however, SEV shall not be liable under this Clause 2.2 in the event that  the Vehicles are not in a roadworthy conditions due to DCL breaching a term of its obligations under Clause 9 or the Code of  Practice;     2.3 abide by the health and safety policy from time to time of DCL whilst working on DCL property (subject to the prior notification of any  changes to the same by DCL to SEV);     2.4 advise DCL in writing in the event of a Vehicle not meeting its maintenance schedule for reason of being unavailable to SEV for  Maintenance Services;     2.5 provide to DCL a defect reporting book and annual service schedule chart for each Site;     2.6 provide a freefone' number for reporting out-of-hours breakdowns;     2.7 provide the following reports to DCL in a format as agreed with DCL;     2.7.1 weekly overdue service status current to date of printing;     2.7.2 monthly Vehicles serviced report;     2.7.3 monthly notification of any CDV, SGV, MGV or LGV predicted to exceed 25,000 miles per annum;     2.7.4 monthly fleet list of the Vehicles included in the Fleet Size for the purposes of calculating Maintenance Charges;     2.7.5 any further reports that may be reasonably requested by DCL from time to time;     2.8 provide suitable storage for vehicle records and reports of Maintenance Services for a period of 3 years from the date the  Maintenance Services took place and allow DCL access to them on request and at the end of this period deliver said documents  to a designated UK location as requested by DCL;     2.9 advise DCL in the event of SEV being aware of obsolete components that have a widespread usage on the Vehicles;     6





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     2.10 use its reasonable endeavours to suggest and/or implement such new processes or procedures as may be deemed reasonable by SEV  in the circumstances or as may be reasonably requested by DCL in order to ensure that the Maintenance Services are provided  in an efficient and effective way.     3. Maintenance Charges     3.1 The Maintenance Charges shall be the aggregate charge during the continuance of this Agreement calculated calendar monthly in  advance using the prevailing Fleet Size and the Maintenance Rate for each Vehicle included therein.     3.2 The Maintenance Charges shall not include the cost of any Excepted Services.     3.3 The Maintenance Charges shall be invoiced by SEV calendar monthly in advance and shall be payable by DCL within fourteen days  of the invoice date.     3.4 SEV shall not be entitled to Maintenance Charges in respect of any Vehicle which is more than two weeks overdue for service  inspection through no fault of DCL during the period from the week ending date when such inspection becomes two weeks  overdue until the week ending date that the service inspection is duly carried out. DCL shall be entitled to receive a refund in  respect of any such amounts that have already been paid and such refund to be made by credit note issued by SEV each week  that the Vehicle remains overdue for service inspection.     3.5 Maintenance Charges shall be increased annually on the first day of each DCL Financial Year in line with the last published Retail  Price Index and stated in Schedule One effective for the following year of this Agreement, a signed copy of which shall be  attached to each copy of this Agreement.     3.6 Subject to a genuine dispute, SEV reserves the right to charge DCL interest in respect of the rate payment of any Maintenance  Charges or Additional Charges due under this Agreement at the rate of 3% per annum above the base rate from time to time of  Lloyds TSB Bank PLC from the due date therefor until payment (as well after as before any judgement binding on either party).     4. Maintenance Services     The Maintenance Services shall comprise the provision by SEV during the continuance of this Agreement of the following:     4.1 servicing and inspections at intervals stated in Schedule One using the FTA report form for SGV, MGV, LGV and CDV and SEV's  report form for EGV;     4.2 preparation and submission of SGV, MGV, LGV and CDV for the relevant annual VOSA test;     7





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     4.3 recalibration and resealing of tachograph equipment on MGV and LGV to VOSA requirements;     4.4 in respect of transport refrigeration equipment on MGV and LGV up to eight years old, servicing and inspections at intervals stated in  Schedule One and repairs as required;     4.5 in respect of tail-lift equipment on MGV and LGV up to eight years old, preventative maintenance inspections at intervals stated in  Schedule One and repairs as required to the electrical and hydraulic systems but not to the main frame, sub-frames, platform  or mountings;     4.6 labour and parts to make repairs to Vehicles and Chargers due to normal wear and tear;     4.7 tyre inspections every month, puncture repairs and replacement of tyres with equal to or less than 2mm of tread remaining and in the  event of the Company failing to change a tyre with equal to or less than 2mm of tread remaining that is identified on the monthly  inspection or which is not available for inspection and the Customer is not informed as such, issue a credit note to the Customer  equal to two weeks Maintenance Charge for the Vehicle concerned;     4.8 transport to and from the Place of Repair;     4.9 respond to Vehicle breakdowns within two hours of receiving notification of the breakdown either by attending to the Vehicle if  located at the Place of Use or by informing DCL of action to be taken if located at the Site. In the event of SEV failing to attend at  the Place of Use within two hours then a senior representative of SEV will meet DCL to explain the reason for the failure. SEV  shall undertake necessary repairs or where a repair cannot be completed, recover the vehicle back to the Site or Place of Repair  and record the action taken in the defect reporting book;     4.10 battery topping (and removal of over-spill) at a maximum of fortnightly intervals for EGV;     4.11 replacement of light lenses, mirror glasses, heads and aims, number plates and vehicle charging connectors and parts thereof  damaged through accident or driver abuse;     4.12 minor Bodywork repairs due to normal wear and tear in order to maintain Vehicles in roadworthy condition, specifically:     4.12.1 repairs to locks, catches, handles and hinges;     4.12.2 repairs to seats and seat frames;     4.12.3 repairs to window mechanisms (excluding glass);     4.12.4 minor repairs to remove sharp edges, straighten bent panels, refit bumpers and secure loose items.     8





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     5. Times for Maintenance Services     SEV will provide maintenance Services 24 hours a day Monday to Friday and until 6pm on Saturday (excluding Christmas Day). In the  event of Maintenance Services being provided by SEV at DCL's request outside of this time frame, SEV will levy Additional Charges in  respect of the work earned out at the rates set out in Schedule One.     6. Excepted Services     6.1 The Maintenance Services shall not include:     6.1.1 the transportation or relocation of the Vehicles other than as described in Clause 4.8;     6.1.2 repairs required due to the use (other than by SEV) of defective or inappropriate supplies or accessories;     6.1.3 repairs required due to any disaster affecting the Vehicles inducing without limitation fire, flood, water, wind, lightning,  vandalism or burglary (other than as described in Clauses 4.11 and 4.12);     6.1.4 repairs required due to the neglect, misuse or abuse of the Vehicles by DCL, its employees or agents (other than as  described in Clauses 4.11 and 4.12);     6.1.5 repairs required to rectify damage caused by continuing to operate a Vehicle with a serious defect that should reasonably  have been recognised as such by DCL;     6.1.6 vehicle recovery from the Place Of Use to the Site (or any other location) due to a breakdown caused by a fault not covered  by the Maintenance Services;     6.1.7 repairs or replacement of wheel rims;     6.1.8 repairs or replacement of CDV, SGV, MGV and LGV Engine, gearbox, prop shaft (excluding mountings) and drive axle repairs  or replacement on Vehicles over six years old;     6.1.9 repairs or replacement of transport refrigeration equipment on EGV and SGV; transport refrigeration equipment Engine on  MGV and LGV, and; repairs or replacement of transport refrigeration equipment on MGV and LGV more than eight years  old;     6.1.10 repairs or replacement of tail-lift equipment on EGV and SGV, tail-lift main frame, sub-frames, platform and mountings on  MGV and LGV and, repairs or replacement of tail-lift; equipment on any MGV or LGV more than eight years old;     6.1.11 daily Vehicle checks as specified in the Code of Practice and any damage caused by failing to carry out same;     9





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     6.1.12 oils and fluids required to complete the daily Vehicle checks,     6.1.13 repairs to the Bodywork of the Vehicles other than as described in Clause 4.12;     6.1.14 repairs to the Chassis of the Vehicles;     6.1.15 repairs to the Bodywork as described in Clause 4.12 for a period of thirteen weeks from the Commencement Date;     6.1.16 damage or failure caused by corrosion of the Bodywork or Chassis;     6.1.17 upgrades, conversions and retrofits required due to the obsolescence of the original components used by the vehicle  manufacturer;     6.1.18 repainting (other than to avoid leaving exposed bare metal following repairs described in Clause 4.12.4) or refurbishing of  the Vehicles;     6.1.19 cleaning of the Vehicles save as necessary to complete the Maintenance Services;     6.1.20 traction battery (including boxes and connectors) replacement, maintenance (other than as described in Clause 4.10) and  repair;     6.2 SEV shall upon request by DCL provide all or any of the Excepted Services but shall be entitled to charge for the same by levying  Additional Charges in the manner described in Clause 7.     6.3 Without prejudice to Clause 6.2, SEV shall be entitled to levy Additional Charges in the manner described in Clause 7 if Maintenance  Services are provided at DCL request in circumstances where it is agreed that DCL request was unnecessary.     7. Additional Charges     7.1 Rates for Additional Charges shall be increased annually in line with the last published Retail Price Index on the first day of each DCL  Financial Year and stated in Schedule One effective for the following year of this Agreement.     7.2 Additional Charges shall be levied by SEV on completion of Excepted Services within fifteen working days otherwise DCL shall have  no obligation to pay the Additional Charges. The Additional Charges shall be payable by DCL within fifteen working days of  receipt of the invoice.     7.3 Additional Charges for labour and travelling time shall be levied at the rates stated in Schedule One.     7.4 Transportation of Vehicles on SEV transport shall be levied on a time plus mileage basis at the rates stated in Schedule One.     7.5 The time charged from the initial location of SEV transport to the point of collection and back shall be limited to a maximum of one hour  each way     10





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     7.6 Any CDV, SGV, MGV or LGV, reported monthly by SEV as described in Clause 2.7.3 and operating in excess of 25,000 miles per annum  shall be subject to an Additional Charge, calculated on a pro-rata basis, levied annually on the first day of each DCL Financial  Year     7.7 Subject always to Clause 2.1. SEV reserves the right to supply new, reconditioned or used replacement parts and materials in the  performance of its duties hereunder.     7.8 New, used and reconditioned spare parts and materials used in the completion of Excepted Services shall be levied by SEV to DCL at a  price agreed by DCL for each case.     7.9 Where SEV employs sub-contractors for Excepted Services, the Additional Charges shall be levied at the rates stated in Schedule One.    7.10 SEV shall have the consent of DCL to undertake Excepted Services without prior notification for which the Additional Charge does  not exceed the amount stated in Schedule One and provided it is agreed that the Excepted Services were required; DCL accepts  full liability for the payment thereof. Payment for Excepted Services in excess of the value stated in Schedule One that are  completed without prior approval of DCL shall be payable in full only at the discretion of DCL     8. Fleet Size     8.1 The prevailing Fleet Size shall be recalculated by SEV and agreed by DCL on the last day of each calendar month for the purpose of  calculating Maintenance Charges.     8.2 Spare Vehicles in the ratio of one Spare Vehicle to every ten Operational Vehicles (calculated by Vehicle category, and allowing for  reasonable substitutes, across the whole fleet) shall be held at each Site and are included in this Agreement in respect of Fleet  Size calculations.     8.3 The Fleet Size shall be allowed to fluctuate within a range defined as the Opening Fleet Size less ten percent to the Opening Fleet Size  plus ten percent without penalty or notice. The Fleet Size, in respect of Maintenance Charges calculations shall only be allowed  to exceed this range following either a revision of Schedule One agreed by SEV and DCL or on the first day of a DCL Financial  Year.     8.4 DCL shall first offer all Surplus Vehicles that DCL wishes to sell for sale to SEV. Any Surplus Vehicle purchased by SEV shall be  removed from DCL site within ten working days. Unless purchased by SEV, disposal of Surplus Vehicles shall be the  responsibility of DCL.     8.5 Notwithstanding any other term of this Agreement, DCL shall within a period of five months of the Commencement Date reduce the  number of MGV and LGV Vehicles in respect of which SEV is to provide Maintenance Services to a maximum of 52 Vehicles;     11

   ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     so as to enable SEV to undertake appropriate redundancy consultation and selection processes with those Transferring  Employees involved in the maintenance of such MGV and LGV Vehicles and where appropriate to effect the dismissal of  those Transferring Employees on the ground of redundancy.     9. DCL's Obligations     During the term of this Agreement, DCL shall:     9.1 pay SEV Additional Charges as required to ensure that any vehicle to be added to this Agreement after the Commencement  Date is in a roadworthy condition, including bodywork as described in Clause 4.12. and capable of passing a VOSA  inspection prior to inclusion in this Agreement;     9.2 use its reasonable endeavours to ensure the Vehicles are operated in accordance with the Vehicle manufacturers' instructions  and for the purposes for which they were designed;     9.3 use its reasonable endeavours to ensure that daily Vehicle checks, in accordance with the Code of Practice are completed (and  recorded daily in writing) and that tyre pressures, engine oil, coolant and windscreen washer fluid are maintained at  the correct levels and topped up if necessary;     9.4 replace, at both DCL and SEV discretion and where practical, any blown bulbs or fuses using spares provided by SEV on a  free of charge basis;     9.5 ensure that any faults or defects are reported without unnecessary delay to SEV using the procedure specified in the Contract  Procedure Manual;     9.6 to provide and make use of a Spare Vehicle in the event of a Vehicle being unavailable for operation due to Maintenance  Services;     9.7 if requested, in so far as is practical to do so, provide assistance to SEV to tow a Vehicle back to the Site or Place of Repair;





   9.8 ensure that no alterations, modifications, repairs or maintenance to the Vehicles that directly affects SEV obligations under  this Agreement, are carried out other than by SEV without prior consultation with SEV and such consent not to be  unreasonably withheld;     9.9 provide a valid road fund licencse for each Vehicle;     9.10 provide a safe working area at each Site in which SEV personnel may work on the Vehicles;     9.11 provide a safe working area where batteries can be cleaned without contamination of the water course;     9.12 provide a reasonable amount of electricity and water to SEV whilst working on the Vehicles on Site at no charge to SEV;     12





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     9.13 promptly notify SEV in writing in the event that a Vehicle is to be included within or removed from the scope of this  Agreement     10. Access to Premises     10.1 DCL shall allow SEV and authorised sub-contractors reasonable access to any premises controlled by DCL in order to  provide the Maintenance Services (the Premises) and to the extent necessary for SEV to provide the Maintenance  Services. The access shall be granted during the normal working hours for the relevant Premises. If access is required  outside the normal working hours for the relevant Premises, SEV shall arrange an appointment in advance with DCL.     10.2 SEV shall make sure that all of its employees, agents and sub contractors attending the Premises:     10.2.1 carry and keep visible suitable means of identification;     10.2.2 comply with reasonable regulations applying to conduct at the Premises.     10.2.3 comply with lawful directions given by authorised personnel of DCL relating to conduct on the Premises.     10.3 SEV shall be liable for any damage caused to the Premises by its employees, agents, sub-contractors and invitees.     10.4 Unless otherwise agreed, SEV shall be responsible for property which it brings onto the Premises and shall remove it from  the Premises when requested by DCL.     10.5 The use of the Premises is entirely at DCL's discretion and DCL may ask SEV to vacate the Premises or stop providing  Maintenance Service from Premises from time to time by giving SEV at least 30 days' written notice.     10.6 SEV shall not be liable for the failure to provide Maintenance Services due to being unable to gain access to Vehicles  through DCL exercising their rights under this Clause 10.     11. Transferring Employees     1l.1 DCL and SEV acknowledge and agree that, pursuant to the Regulations, the contracts of employment between DCL and the  Transferring Employees (except in so far as such contracts relate to any occupational pension scheme as defined in  Regulation 7 of the Regulations) will have effect after the Commencement Date as if originally made between SEV and the  Transferring Employees. SEV and/or any Permitted Sub-Contractor will make such pension provisions in respect of the  Transferring Employees as complies with its obligations under sections 257 and 258 Pensions Act 2004 and the regulations  under these sections, namely the Transfer of Employment (Pension Protection) Regulations 2005.     13





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.        11.2 DCL and SEV agree that the following provisions of this Clause 11 will apply irrespective of whether or not the Regulations  apply as a matter of law     11.3 All Employment Costs in relation to the Transferring Employees in respect of:     11.3.1 up to and including the Commencement Date (whether or not due for payment at that date) will be borne by DCL     11.3.2 after the Commencement Date up to and including the Termination Date will be borne by SEV;     and will if necessary be apportioned on a time basis between SEV and DCL     11.4 DCL will indemnify and will keep SEV indemnified in full against all Liabilities arising directly or indirectly in connection with.     11.4.1 the employment or termination of employment by DCL of any of the Transferring Employees (whether or not  terminated by notice and, if so terminated, whenever that notice expires) up to and including the Commencement  Date;     11.4.2 any act, omission or default of DCL up to and including the Commencement Date in respect of the employment by  DCL of the Transferring Employees;     11.4.3 DCL's failure to inform or consult as required under Regulation 10 and 10A of the Regulations except to the extent  that any such action or claim (or any part of such action or claim) arises from any failure by SEV to give DCL the  information required from SEV to enable DCL to comply with its obligations under Regulation 10(3) of the  Regulations;     11.4.4 any claim by a Transferring Employee that such person is entitled for any reason to take benefits not relating to old  age, invalidity or survivors pursuant to the terms of any pension scheme in which SEV is not then participating, or  pursuant to the Transferring Employee's terms and conditions of employment prior to the Commencement Date;     11.4.5 any claim by any trade union, staff association or staff body recognised by DCL in respect of all or any of the  Transferring Employees arising out of DCL's failure to comply with its legal obligations to such trade unions or  staff associations or bodies; and     11.4.6 any claim by any former, existing or future employee of DCL (other than the Transferring Employees) against SEV  concerning or relating to any matter whatever.     11.5 Subject to Clause 11.6. SEV will indemnify and keep DCL indemnified in full against all Liabilities arising directly or indirectly  in connection with:     11.5.1 any Employment Costs arising in relation to the Contracted Period in relation to the Employees;     14





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     11.5.2 the employment or termination of employment by SEV of any of the Employees (whether or not terminated by notice  and, if so terminated, whenever that notice expires); and     11.5.3 any act, omission or default of SEV in respect of the employment by SEV of the Employees.     11.6 SEV has indicated to DCL that following the Commencement Date, it will undertake a review of the provision of the  Maintenance Services and the services that SEV already provides to DCL, which are similar to the Maintenance Services,  and it is possible that headcount reductions may be necessary within its workforce as a result of that review. To the extent  that such headcount reductions are effected through compulsory redundancies which affect the Transferring Employees,  DCL understands that SEV will seek to establish that such redundancies are for an economic technical or organisational  reason entailing a change in the workforce. Accordingly, DCL agrees that (subject to Clause 11.7) in the event that SEV  terminates the employment of any of the Transferring Employees on the ground of redundancy and:-     11.6.1 the date on which the applicable redundancy notice is issued falls on or within a period of 6 months commencing on  and including the Commencement Date; and     11.6.2 a copy of such redundancy notice is served (in accordance with clause 32.1) upon DCL within the same period;     then DCL will reimburse the Redundancy Costs validly incurred by SEV in association with such termination(s) to SEV  within 14 days of receipt of an invoice from SEV detailing the name of the Transferring Employee, the effective date of  termination of their employment and the date and amount of any payment of the Redundancy Costs (including a  breakdown of PAYE deducted).     11.7 DCL will reimburse Redundancy Costs to SEV in accordance with Clause 11.6 up to a maximum total sum as set out in  Schedule Two (the Redundancy Cap). However, in the event that the basis of calculation of the Redundancy Costs  applicable to all or any of the Transferring Employees as stated in Schedule Two (the Anticipated Redundancy Costs) is  challenged (whether by one or more of the Transferring Employees or by any trade union, staff association or staff body  recognised by DCL or SEV in respect of all or any of the Transferring Employees) with the result that the Anticipated  Redundancy Costs are agreed by the parties or adjudged by a competent court or tribunal to be less than the actual  Redundancy Costs (the Actual Redundancy Costs), DCL agrees to forthwith pay to SEV in addition to the Anticipated  Redundancy Costs such sum as represents the difference between the Anticipated Redundancy Costs and the Actual  Redundancy Costs; provided that DCL's liability in respect of such difference shall not exceed the sum of [***]     [***]     11.8 SEV will for the purposes of its accounts and tax return consider whether any payment received from DCL under the terms of  Clause 11.6 can be treated as a non taxable income receipt with a claim being made for the Redundancy Costs as deductible  for corporation tax purposes. Provided SEV considers that there are reasonable grounds     15





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     for submitting its tax return on this basis then upon acceptance by the HM Revenue and Customs of this treatment or  upon expiry of the relevant time limit for the HM Revenue and Customs to raise enquiries in relation to the tax return  covering the provision of the Maintenance Services SEV will pay to DCL an amount equal to the reduction in the SEV's  corporation tax liability attributable to the deductibility of the Redundancy Costs within 14 days of such acceptance or  expiry.     11.9 SEV shall only terminate the employment of any Transferring Employees under Clause 11.6 in the event that headcount  reductions are necessary (as specified under Clause 11.6) and SEV has used all reasonable endeavours to try and find  alternative employment for such employees within SEV.     11.10 SEV hereby undertakes to DCL that it will comply with all relevant legislation and case law and will use best practice in any  redundancy process it undertakes in relation to the Transferring Employees where it intends to call upon or does call upon  DCL to reimburse any Redundancy Costs so as to ensure that such dismissals are fair and reasonable in all the  circumstances.     11.11 DCL acknowledges that SEV requested DCL to provide it with various employment details in relation to the Transferring  Employees as set out in Schedule Three (Transferring Employees Information) before: the Commencement Date DCL  used all reasonable endeavours to ensure that it provided SEV with all the Transferring Employees Information and  warrants that to the best of its knowledge and belief (having undertaken all reasonable investigations and conducted all  relevant enquiries) the Transferring Employees Information was true complete and accurate when given and remains true,  complete and accurate until the Commencement Date.     11.12 DCL acknowledges that SEV is relying on the warranty set out in Clause 11.11.     11.13 The rights and remedies of SEV in respect of any breach of the warranty set out in Clause 11.11 shall not be affected by  completion of the transfer of the Transferring Employees, by any knowledge of SEV or its advisers, by the rescission or  non-rescission of this Agreement, by any investigation made by or on behalf of SEV into the affairs of DCL or by SEV  failing to exercise or delaying the exercise of any of its rights or remedies.     11.14 SEV hereby warrants to DCL that as at the date of this Agreement no claim is contemplated against DCL in relation to clause  11.11     11.15 DCL shall subject to clause 11.16 indemnify and keep SEV indemnified against any Liabilities incurred by SEV during a period  of 12 months from the Commencement Date or any potential Liabilities of which SEV becomes aware during the period of  12 months from the Commencement Date as a result of a breach by DCL of the warranty set out in clause 11.11 provided  that:     11.15.1 SEV promptly notifies DCL of any allegation of loss or damage within a period of 12 months from the  Commencement Date.     16





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     11.15.2 SEV makes no admission or prejudicial statement without DCL's consent (such consent not to be unreasonably  withheld or delayed);     11.15.3 the parties conduct and settle all negotiations and proceedings in a manner which is mutually acceptable in the  circumstances, both parties acting reasonably in the circumstances; and     11.15.4 SEV complies with its common law duty to mitigate its losses.     11.16 DCL shall not be liable to SEV under the provisions of this clause 11 for indirect loss, consequential loss or loss of profits.     11.17 DCL and SEV acknowledge that DCL may, in the normal course of its business, acquire various undertakings during the term  of this Agreement (New Undertakings) which may consist of (amongst other things) vehicles and employees involved in  the maintenance and repair of such vehicles (New Employees). Accordingly, and in the event that;     (i) DCL completes the acquisition of a New Undertaking and becomes the employer of the New Employees;     (ii) DCL notifies SEV of its desire for SEV to provide such Maintenance Services in respect of such New Undertaking;     (iii) SEV is prepared to provide such Maintenance Services in accordance with the terms of this Agreement; and     (iv) the parties agree that the Now Employees are to be employed by SEV (whether in accordance with the Regulations or  otherwise as the case may be) in order to enable SEV to provide such Maintenance Services.     the parties agree to use all reasonable endeavors to effect and document the employment by SEV of the New Employees  (again whether in accordance with the Regulations or otherwise as the case may be) and the inclusion of the applicable  vehicles within the scope of this Agreement within such timescale as the parties may agree (both parties acting reasonably  in the circumstances). For the avoidance of doubt, the parties agree that;     11.17.1 where the New Employees are to transfer to SEV in accordance with the Regulations then the terms of such transfer  shall be in substantially the same form as that wording set out in this Agreement in respect of the Transferring  Employees; and     11.17.2 whether the New Employees are to be employed by SEV pursuant to the Regulations or otherwise the agreement  between SEV and DCL providing for their employment by SEV shell include provisions which are the same or  substantially the same as clauses 18, 19 and 20 of this Agreement.     17





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     12. Changes in Legislation     In the event of changes in legislation taking place during the Contracted Period that directly affects DCL Vehicles, SEV shall seek  a cost effective resolution and such costs incurred by SEV in, meeting the new legal requirements shall be met in full by DCL,  either through Additional Charges or a revision of Schedule One.     13. Warranties and Liability     13.1 SEV does not warrant that the Maintenance Services will cause Vehicles to operate without breakdown or interruption.     13.2 SEV warrants and represents to DCL that:     13.2.1 all written information and materials given by SEV to DCL are, when given and so far as SEV is aware at the time,  accurate in all material respects,     13.2.2 it has full right, power and authority to provide the Maintenance Services to DCL on the terms of this Agreement;     13.2.3 it will provide the Maintenance Services with the degree of skill, diligence, prudence, foresight and care which would  reasonably be expected from a skilled, experienced and properly resourced person providing similar services to  that of SEV in this Agreement in similar or the same circumstances, and     13.2.4 it will use all reasonable endeavours to make sure that, when complying with its obligations under this Agreement, it  does not unreasonably interfere with the activities of DCL, its members, employees or agents.     13.3 All warranties and representations shall, unless otherwise expressly stated, continue in full force and effect during the term  of this Agreement and shall survive termination.     13.4 Subject always to Clause 13.7, SEV shall indemnify DCL against all claims, demands, actions, costs and expenses (including  legal costs and disbursements) which DCL incurs directly or indirectly as a result of any act, omission or default of SEV, its  employees, officers, agents, sub-contractors, suppliers and invitees in respect of:     13.4.1 any breach of the warranties in Clause 13.2;     13.4.2 damage to real or personal property;     13.4.3 injury to persons, including injury resulting in death.     13.5 If and to the extent that a Vehicle breakdown is caused by SEV failure to meet its obligations described in Clause 2.1, SEV  shall (subject always to Clause 13.7) indemnify DCL against any costs directly associated with and attributable to the  breakdown in relation to the Vehicle concerned and the provision of a Spare Vehicle.     18





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     SEV's liability under this Clause 13.5 shall be SEV's entire liability to DCL in relation to a Vehicle which breaks down.     13.6 SEV's entire liability in respect of the sums payable pursuant to the indemnities contained in Clauses 13.4 and 13.5 shall be  limited to the annualised value of the Maintenance Charges calculated on the Commencement Date or the last anniversary  thereof, unless SEV is insured in respect of such liability, in which case SEV's liability under Clauses 13.4 and 13.5 shall be  limited to the extent of such cover.     13.7 Nothing in this Agreement shall limit either party's liability to the other for death or injury resulting from its own or its  employees', agents' or sub-contractors' negligence or fraudulent misrepresentation.     14. Amendments     Any provision of this Agreement may be amended with the written consent of both parties.     15. Duration of Agreement     This Agreement shall commence on the Commencement Date and shall continue for an initial period of five years until terminated  in the manner described in Clause 16 below.     16. Termination     16.1 Following expiry of the initial period described in Clause 15 above, DCL or SEV giving not less than six months notice in  writing may terminate this Agreement. In addition, DCL may terminate this Agreement with effect from the 3rd, 4th or 5th  anniversary of the Commencement Date by giving not less than six months notice in writing to SEV. During the notice  period, all Clauses and provisions of this Agreement shall remain in effect. Any defects in Vehicles notified to SEV by DCL  during the notice period shall be remedied prior to the end of this Agreement. If Schedule One has expired during the  notice period then all Maintenance Charges and Additional Charges shall be charged at the rates shown in the last  effective Schedule One increased in line with the last published Retail Price Index.     16.2 DCL or SEV may terminate this Agreement forthwith by notice in writing to the other if:     16.2.1 the other is in breach of this Agreement and shall have failed (where the breach is capable of remedy) to remedy the  breach within 14 days of the date of a request in writing from the party not in breach requiring the breach to be  remedied;     16.2.2 has a Receiver, Manager, Administrator or Administrative Receiver appointed over all or any part of its undertaking,  assets or income resolution for its     19





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     winding up or has a petition granted by any Court for its winding up or for an Administration Order.     16.3 DCL may terminate this Agreement with immediate effect if Dairy Crest and/or SEV (on behalf of Dairy Crest) receives more  than three PG9 Notices in relation to the Vehicles or a Vehicle in the preceding 6 month period specifically caused by SEV  failing to meet its obligations under this Agreement or in the event that SEV breaches the Codes Of Practice relevant to the  Maintenance Services more than 3 times in the preceding 6 month period.     16.4 SEV shall remain liable for the repairs described in Clause 4.12 identified by DCL for a period of thirteen weeks from the end  of the Contracted Period and shall provide such repairs on a free of charge basis.     16.5 From receipt of notice of termination of this Agreement. SEV agrees not to employ any person to work wholly or mainly in  the provision of the Maintenance Services without the consent of DCL or any Replacement Supplier having first been  obtained (provided that such consent is not unreasonably withheld or delayed).     16.6 All Employment Costs in relation to the Future Transferring Employees in respect of the period:     16.6.1 up to and including the Termination Date (whether or not due for payment at that date) will be borne by SEV;     16.6.2 after the Termination Date will be borne by DCL and/or any Replacement Supplier;     and will if necessary be apportioned on a time basis between SEV and DCL and/or any Replacement Supplier.     16.7 SEV shall take all such steps as shall be necessary to agree with DCL and/or any Replacement Supplier a plan for the orderly  hand-over of the Maintenance Services to DCL and/or any Replacement Supplier, such that the Maintenance Services or  Future Maintenance Services can be carried on with the minimum of interruption and inconvenience to DCL and/or any  Replacement Supplier and to effect such handover.     16.8 SEV shall with effect from the Termination Date, and until such time as the plan for the handover of the Services pursuant to  Clause 16.7 has been fully implemented, SEV agrees to continue the provision of the Maintenance Services to DCL in  accordance with the terms and conditions of this Agreement.     16.9 SEV shall with effect from the Termination Date immediately cease any publicity linking itself to, and any holding of itself out  as being in any way linked with, DCL.     16.10 Termination in accordance with this Clause 16 shall not prejudice or affect a right or action which has accrued to either  party.     20





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     16.11 Any provisions which expressly or by implication are necessary for the enforcement or interpretation of this Agreement  shall survive termination     17. Provision of Information at the Termination Date     17.1 Within 14 days of receipt of written notice from DCL in accordance with Clause 16 or as soon as reasonably practicable  thereafter SEV shall, subject to the appropriate confidentiality undertakings being given, and further subject to any  restrictions imposed by law including, without limitation, any obligation under the Data Protection Act 1998, provide DCL  with;     17.1.1 SEV's Provisional Future Transferring Employees List:     17.1.2 all material terms and conditions of employment relating to the employment of the persons listed on SEV's  Provisional Future Transferring Employees List and written job descriptions if such written job descriptions are in  place:     17.1.3 a list of all other Employees who are engaged, or have beer engaged during the preceding six months, in the  provision of the Maintenance Services, together with details of their roles and an explanation of why SEV does  not consider that they will transfer under the Regulations (for example because SEV does not consider that the  Regulations will apply at all or to them).        such information together being Staffing Information.     17.2 Where Staffing Information has been provided in accordance with Clause 17.1 and SEV makes or becomes aware of any  material changes or discovers material new information SEV shall notify DCL, in writing, upon any such change or  discovery.     17.3 SEV shall warrant and represent to DCL that to the best of its knowledge and belief any Staffing Information (including  copies thereof) shall be complete and accurate in all respects and shall be kept complete and accurate.     17.4 Fourteen (14) days prior to any Future Transfer Date, SEV shall provide DCL with SEV's Final Future Transferring Employees  List and shall warrant and represent that as at that Future Transfer Date:     17.4.1 SEV's Final Future Transferring Employees List shall be complete and accurate;     17.4.2 all the Future Transferring Employees are employed by SEV and no other person employed by SEV shall be working  in or assigned to the provision of the Maintenance Services; and     17.4.3 it shall have disclosed to DCL, all material terms and conditions of employment relating the Future Transferring  Employees.     17.5 From receipt of notice of termination of this Agreement; or in respect of the actual or proposed termination of SEV's  provision of some (but not all) of the Maintenance     21

   ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     Services, the date upon which either party notifies the other of such partial termination, SEV shall not, and will not, other than in  the ordinary course of business (to include but not limited to any steps considered necessary by SEV to ensure compliance with  the term of this Agreement) (or if not within the ordinary course of business. without the prior written consent of DCL, such  consent not to be unreasonably withheld or delayed):     17.5.1 replace a material number of the employees on SEV's Provisional Future Transferring Employees List, deploy or assign any  other person to perform the Maintenance Services or increase the number of such employees or terminate or give notice  to terminate the employment or contracts of any persons on SEV's Provisional Future Transferring Employees List; or     17.5.2 make, propose or permit any material changes to the terms and conditions of employment of any employees listed on  SEV's Provisional Future Transferring Employees List which may reasonably be viewed as detrimental from  an employer's perspective or     17.5.3 increase the proportion of working time spent on the Maintenance Services by any of the Employees without the prior  consent of DCL (which shall not be withheld unless the granting of consent would result in an increase in the overall  number of Employees to be transferred under the Regulations to DCL and/or a Replacement Supplier); or     17.5.4 introduce any new contractual or customary practice (including for the avoidance of couot any payments on termination of  employment) applicable to any person listed on SEV's Provisional Future Transferring Employees List,     and SEV will promptly notify DCL of the period of notice given (by SEV) or received (from any person listed on SEV's  Provisional Staff Future Transferring Employees or SEV's Final Future Transferring Employees List) regardless of when such





notice takes effect.     17.6 Where SEV proposes to effect or effects (whether in the ordinary course of business or otherwise) any changes envisaged under  Clause 17.5.2, SEV shall supply a copy and/or details of any such amendments at two monthly intervals prior to three (3) months  before the Future Transfer Date and at monthly intervals thereafter uo to the Future Transfer Date to DCL.     18. Application of the Regulations     18.1 SEV and DCL anticipate that the Regulations will apply in respect of the termination of the Agreement and the subsequent transfer of  the Maintenance Services to DCL and/or to a Replacement Supplier. However, should the Regulations not apply for whatever  reason, SEV and DCL agree to nevertheless act in accordance with, and be bound by, the Regulations.     22





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     18.2 With effect from the termination of this Agreement (for whatever reason), DCL shall procure the transfer of the Management Services  either from SEV to DCL or from SEV to any Replacement Supplier     18.3 In the event that the Regulations do apply, the provisions of Clause 20 shall apply.     18.4 If the Regulations do not apply, the provisions of Clause 19 shall apply.     19. If the Regulations do not apply at the Termination Date     19.1 If the Regulations do not apply to the full or partial termination or expiry of this Agreement (for any reason) then the provisions of  this Clause 19 shall apply.     19.2 DCL shall offer (or where applicable) procure that the Replacement Supplier offers employment to any employee of SEV who is wholly  or mainly assigned to work in the provision of the Maintenance Service immediately prior to the Termination Date (Future  Agreed Transferring Employees); such offer in each case to:     19.2.1 commence on the day immediately following the date on which the Agreement terminates,     19.2.2 be on terms no less favourable than the terms on which the Future Agreed Regulation Transferring Employees are  engaged by SEV immediately before the termination of this Agreement;     19.2.3 be made in writing and copied to SEV     20. If the Regulations do apply at the Termination Date     20.1 If the Regulations do apply to the full or partial termination or expiry of this Agreement (for any reason) then DCL and SEV  acknowledge and agree that, pursuant to the Regulations, the contracts of employment between SEV and the Future  Transferring Employees (except in so far as such contracts relate to any occupational pension scheme as defined in Regulation 7  of the Regulations) will have effect after the Termination Date as if originally made between the DCL and/or any Replacement  Supplier and the Future Transferring Employees.     20.2 DCL shall provide (or, if appropriate shall procure the provision by the Replacement Supplier of) such information as may be  requested by SEV in order to comply with its duties of information and consultation under the Regulations and under sections  259-261 of the Pensions Act 2004.     20.3 SEV will from the Termination Date keep DCL and/or any Replacement Supplier indemnified in full against all Liabilities arising directly  or indirectly in connection with:     20.3.1 SEV's failure to inform or consult as required under Regulation 10 of the Regulations except to the extent that any such  action or claim (or any part of     23





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     such action or claim) arises from any failure by DCL or any Replacement Supplier to give SEV the information required  from DCL or any Replacement Supplier to enable SEV to comply with its obligations under the Regulations;     20.3.2 any claim by a Future Transferring Employee that such person is entitled for any reason to take benefits (other than  benefits relating to old age, invalidity or survivorship) pursuant to the terms of any pension scheme in which DCL or  any Replacement Supplier is not then participating, or pursuant to the Future Transferring Employee's terms and  conditions of employment prior to Termination Date.     21. Step in rights     21.1 If SEV fails to provide part or all of the Maintenance Services in accordance with this Agreement in any material respect. DCL may  notify SEV that it intends to exercise its rights under this Clause 21. DCL agrees that it shall provide SEV with notice of its  intention to exercise this Clause and shall provide SEV with a reasonable opportunity to rectify the failure to provide  Maintenance Services to the satisfaction of Dairy Crest.     21.2 DCL shall notify SEV of the reasonable costs to be incurred by DCL in the event that this Clause 21 is exercised by DCL.     21.3 If SEV does not substantially remedy the failure within a reasonable period of the notice referred to in Clause 21.1 (not to exceed 15  days), DCL may itself provide or may employ and pay a third party supplier to provide the Maintenance Services or any part of  the Maintenance Services. DCL's reasonable costs in doing this may, at DCL's option, be deducted from any sums due to the  SEV or shall be recoverable from SEV by DCL as a debt.     21.4 To the extent to which the Maintenance Services are being provided by DCL or a third party supplier under Clause 21.3, SEV will be  relieved of its obligations to provide the Maintenance Services. SEV will not be liable for the acts or omissions of DCL or the  third party supplier in providing the Maintenance Services.     21.5 DCL shall permit SEV to resume delivery of the Maintenance Services once it is satisfied on reasonable grounds that SEV will be able  to resume delivery of the Maintenance Services in accordance with this Agreement.     21.6 SEV shall co-operate in all reasonable respects with DCL and any third party supplier engaged by DCL under this Clause.     22. Insurance     22.1 SEV shall maintain in force (at its own expense) for the term of this agreement and for six years after its termination:     24





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     22.1.1 employer's liability insurance for the minimum amount of £5 million to cover injury (including death) relating to the  provision of the Maintenance Services to DCL; and     22.1.2 comprehensive general liability insurance, including professional indemnity, public liability and product liability insurance,  for the minimum amount of £5 million to cover injury (including death), loss and damage relating to the provision of the  Maintenance Services to DCL.     22.2 The insurance policies referred to in Clause 22.1 shall be with a reputable insurer and shall not include unreasonable excesses which  are unusual for this type of insurance.     22.3 Within 14 calendar days of a request by DCL, SEV shall provide evidence of the insurances which it is obliged to maintain under  Clause 22.1.     23. Legal status     SEV is an independent contractor and nothing in this Agreement shall be deemed to constitute a partnership or any employment  relationship between the parties nor shall anything in this Agreement be deemed to constitute one party the agent of the other for any  purpose.     24. Force Majeure     24.1 SEV shall not be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but  not limited to fires, insurrection or riots, embargoes, inability to obtain supplies and raw materials due to strikes or market  shortages (acknowledged by DCL) affecting the relevant third party suppliers, or regulations of any civil or military authority (an  Event of Force Majeure).     24.2 If a default due to an Event of Force Majeure shall continue for more than eight wooks then the party not in default shall be entitled  to terminate this Agreement on giving written notice to the other party. Neither party shall have any liability to the other in  respect of the termination of this Agreement as a result of an Event of Force Majeure. However, any termination of this  Agreement shall not affect any liability of DCL to discharge any Maintenance Charges and/or Additional Charges outstanding  at that time.     25. Invalidity and Severability     Each of the provisions contained in this Agreement shall be construed as independent of every other such provision, so that if any  provision of this Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable  the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected  by such invalidity or unenforceability shall remain in full force and effect     25





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision that achieves  to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision     26. Assignment and sub-contractors     26.1 Neither party shall be entitled to assign the benefit of this Agreement without the prior written consent of the other party nor shall  such consent be unreasonably withheld.     26.2 SEV, with the consent of DCL and without incurring unnecessary expense, may sub-contract the performance of its obligations under  this Agreement or any part thereof and such consent will not be unreasonably withheld.     26.3 SEV shall not engage agents or sub-contractors to provide the Maintenance Services (or any material part of the Maintenance  Services) without DCL's prior consent and DCL's consent shall not be unreasonably withheld or delayed.     26.4 SEV shall remain responsible for obligations that are performed by agents or sub-contractors (and for the acts or omissions of agents  and sub-contractors) as if they were acts or omissions of SEV.     27. Value Added Tax     Save insofar as otherwise expressly provided, all amounts stated in this Agreement are expressed exclusive of value added tax and any  value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to  the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.     28. Law and jurisdiction     This Agreement shall be governed by and construed in all respects in accordance with the law of England and Wales and both parties  submit to the exclusive jurisdiction of the English Courts.     29. Headings     Headings to Clauses in this Agreement are for the purposes of information and identification only and shall not be construed as forming  part of this Agreement.     30. Entire agreement     30.1 This Agreement, and the documents referred to in it, constitute the entire agreement and understanding of the parties and  extinguishes any prior drafts, and all previous     26





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     contracts, arrangements, representations, warranties of any nature whether or not in writing between the parties relating to its  subject matter     30.2 Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely  on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or  innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement     31. Third party rights     A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of  this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.     32. General     32.1 Notices between the parties relating to this Agreement shall be in writing and shall either be delivered personally or sent by first class  post or fax to the registered office for the time being of the recipient. Communications if delivered by hand shall be treated as  received when delivered, if sent by first class post 48 hours after posting, if sent by air-mail post 72 hours after posting and if  sent by fax when sent. Any notices that would be treated as received out of business hours (9.00 a.m. to 5.00 p.m Monday to  Friday, excluding bank holidays) shall be deemed given on the next business day (Monday to Friday, excluding bank holidays).     32.2 Except as expressly provided under this Agreement, the rights and remedies contained in this Agreement are cumulative and are not  exclusive of any other rights or remedies provided by law or otherwise.     32.3 A failure or delay by either party to exercise any right or remedy under this Agreement shall not be construed or operate as a waiver  of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or  remedy.     32.4 A waiver by either party of any breach of or default under this Agreement shall not be considered a waiver of a preceding or  subsequent breach or default.     32.5 A purported waiver or release under this Agreement is not effective unless it is a specific authorised written waiver or release.     27





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     SCHEDULE ONE     Effective 16 October 2005 to 31  March 2006     Opening Fleet Size: 2367     Maintenance Rate and Service Intervals:                                                         Vehicle   Type         Make/Model         Service Interval         Maintenance Rate                                                 Smith's Cabac/Consort                        EGV         W&E Rangemaster & 4/40                                 Electricars E/F model         13 weeks         [***] per week                                                Ford Fiesta Van                        COV         Ford Escort Van          13 weeks         [***] per week             Vauxhall Astra Van                                                                    Ford Transit <3.5t GVW                        SGV         LDV Convoy <3.5t GVW          13 weeks         [***] per week             Mercedes <3.5t GVW

s t





   28

MGV

Leyland DAF with Fridge   3501-/7500kgs         6 weeks A/B/C         [***] per week                                       MGV

Leyland DAF with T/L & Fridge   3501-7500kgs         6 weeks A/B/C         [***] per week                                       LGV

Leyland DAF with Fridge   7501-14740kgs         6 weeks A/B/C         [***] per week                                       LGV

Leyland DAF with T/L & Fridge   7501-14740kgs         6 weeks A/B/C         [***] per week                                       LGV

Leyland DAF with Fridge   14740-18000kgs         6 weeks A/B/C         [***] per week                                       LGV

Leyland DAF with T/L & Fridge   14740-18000kgs         6 weeks A/B/C         [***] per week





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     Age related Discounts/Surcharges for SGV, MGV & LGV:

   Additional Charges:







                    Age of Vehicle         Discount/Surcharge from Weekly Charge         Year 1         [***] discount



Year 2         [***] discount



Year 3         [***] discount



Year 4         NIL



Year 5         NIL



Year 6         NIL



Year 7         NIL



Year 8 onwards         [***] surcharge



            Provider          Time Period         Labour Rate         Transport Rate    Company         7am to 5pm Weekdays         [***] per hour         [***] per mile    Company         5pm to 7am Weekdays         [***] per hour         [***] per mile    Company         Saturday         [***] per hour         [***] per mile    Company         Sunday & Bank Holidays         [***] per hour         [***] per mile

      Provider         Invoice Value Plus         Min Mark-up         Max Mark-up    Sub-contractor         7.5%         [***]         [***]

    Authority Level         [***]         Without prior authorisation





29

   ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     SCHEDULE TWO     Transferring Employees





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     Redundancy Cap     The parties agree that the Redundancy Cap referred to in Clause 11.7 is [***]  [***]





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     APPENDIX     Code of Practice on Acceptable Standards of Maintenance     The Department of Transport accepts that many operators, particularly those new to the profession, are unaware of what is needed to meet the  required standards, and have issued, in consultation with representatives of the industry a Code of Practice to provide guidance for operators on  what is needed for good maintenance. The Code is entitled Guide to Maintaining Roadworthiness, and is published by HMSO.     The Preface to the Code repeats the caveat in the Department's Guide to Operator Licensing that the ultimate test of an operator's maintenance  system is the condition of his vehicles on the road.     It assures operators that if their maintenance systems accord with the Code they will be acceptable to Traffic Commissioners, providing the  resulting condition of their vehicles is satisfactory. However, it adds a rider that Traffic Commissioners remain free to require more stringent  arrangements than those which the operator proposes.     Advice contained in the code     The Code offers much sensible advice on what is acceptable. It thus fills the gap which previously existed between the legal requirement for safe  operation and the means by which this can be fulfilled. The Vehicle and Operator Services Agency (VOSA) is now much more specific than  hitherto about these means.     VOSA examiners have always been prepared to visit operators and advise them on their maintenance. The VOSA is now an Executive Agency with  a commercial remit, self funded by the fees it charges for inspections it provides for a commercial fee, courses for goods vehicle operators' staffs  responsible for inspecting vehicles.     The Code places considerable emphasis on regular inspections of vehicles, including a daily walkround check, the keeping of records of  inspections (Croners' Road Transport Operation: Records and Procedures gives valuable information on the types of records to be kept), and the  importance of driver defect reports (including the making of NIL Defects reports where appropriate).     The practice of keeping defect reports and records of inspection for 15 months is confirmed in the Code.     A clear indication is given that safety inspections should follow a pattern based on time, and that the interval of time between inspections should  be determined by operating conditions.     Operators are advised to own or have access to means of measuring braking efficiency. The VOSA is currently offering, on an experimental basis,  this facility to operators at some goods vehicle testing stations.     32





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     Maintenance Staff     Vehicle maintenance must be carried out by qualified maintenance staff so that the driver is well supported in his operational duties thus enabling  him to give maximum productivity during his working hours.     Fleet maintenance should be planned, with regular vehicle testing and inspection, to minimise breakdowns on the road and to assist maximum  vehicle utilisation.     The Driver's Responsibilities     The driver is the operator's representative and as such is responsible — with his employer — for any infringement of the law and he should  therefore have a working knowledge of the appropriate regulations.     Whatever the standards laid down by vehicle operators for maintenance and servicing, ultimately it is the driver who is responsible for reporting  on performances He, more than anyone else, handles the vehicle under load, which is the only time when a true test of vehicle performance can be  obtained. The driver, therefore, must ensure that he reports in good time, to the maintenance staff, any defects likely to infringe the law or affect  the safety requirements. For such purposes a Vehicle Defects Report Sheet should be supplied by the operator to his driver so that any  abnormalities can be recorded and dealt with as soon as possible.     The items for checking and reporting on the Defects Report Sheet are:     (a) fuel, oil and water     (b) brakes     (c) tyre condition and inflation pressures, spare wheel and jack     (d) wheel security, making sure that:     (i) all nuts and studs are tight     (ii) no nuts or studs are missing     (iii) no cracks are evident around wheel holes and where the centre joins the rim     (iv) where a wheel has been replaced recently the nuts are tight (these should be checked again after 30 minutes of the work being carried out)     Note: A vehicle should not be moved if any problems are found which should be reported immediately.     (e) driving mirrors, windscreen wipers and washers     (f) lights and reflectors     (g) stop-lights and direction indicators      (h) steering     33





  ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     (i) the tachograph instrument     (j) care and attention of batteries     (k) all controls within the cab (lighting controls and connections)     (l) water-cooling system and the use of anti-freeze     (m) fuel supply, checking and clearing air-locks (diesel fuel system)     (n) spray suppression equipment-around wheels     (o) sideguards and rear under-run guards     (p) cold starting procedure     (q) brake and light coupling systems (trailer and articulated vehicles)     (r) special equipment and controls used with tankers, tail-lifts, autocranes, etc.     (s) refrigeration systems and controls     (t) speed limiters.     Note. Headlamps, front and rear fog lamps, reversing lamps (if fitted) must be set so they do not cause dazzle to other road users Also, all  obligatory lamps and reflectors (including rear reflective markings) must be kept clean and in good working order.     34





     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.

   35

                  SIGNED by MARK ARLEN    )         duly authorised for and on behalf of    )    /s/ Mark Arlen    DAIRY CREST LIMITED    )



                              SIGNED by STEPHEN FISHER    )



duly authorised for and on behalf of    )    /s/ S. Fisher    SEV GROUP LIMITED    )







     ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted  portions have been filed separately with the Commission.     ADDENDUM TO     FLEET MAINTENANCE AGREEMENT

   Insert Additional Clause:     3.7 Notwithstanding Clause 6, SEV agrees that DCL may withhold the final monthly payment due to SEV in respect of a vehicle on hire from Lex  Vehicle Leasing t/a Business Partner (the Hirer) at the end of its contracted hire period to cover the cost of repairs or replacement that  should have been completed under the terms of this Fleet Maintenance Agreement so that it can be returned to the Hirer in good condition.  For the purposes of this Fleet Maintenance Agreement good condition means free from exterior or interior damage including dents,  scratches, damaged paintwork caused by any reason other than normal wear and tear.

            DATED         13 OCTOBER 2005                   DCL

DAIRY CREST LIMITED (Company no 2085882) whose registered office is at Claygate House, Littleworth Road, Esher,  Surrey KT10 9PN                   SEV

SEV GROUP LIMITED (company no 4463640) whose registered office is at Unit 95/2, Tanfield Lea Industrial Estate  North, Stanley, Co Durham, DH9 9NX

                          SIGNED by [NAME] RJR BETHAM    )         duly authorised for and on behalf of    )    /s/ R.J.R. Betham    DAIRY CREST LIMITED    )



               DATE 19-1-06



                              SIGNED by [NAME] S FISHER    )



duly authorised for and on behalf of    )    /s/ S. Fisher    SEV GROUP LIMITED    )











                   DATE 19-1-06 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

A:
66244
****