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

Q: Exhibit 10.17

Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Triple asterisks denote omissions.

COLLABORATION AGREEMENT

This Collaboration Agreement (Agreement), effective as of June , 2010 (the Effective Date), is entered into by and between MacroGenics, Inc., a Delaware corporation with a place of business at 1500 East Gude Drive, Rockville, MD 20850 (MacroGenics), and Green Cross Corp., a Korean company with a place of business at 303 BojeongDong, GiheungGu, Yongin, 446770, Korea (Green Cross). MacroGenics and Green Cross may be referred to herein individually as a Party or collectively as the Parties.

Recitals:

A. MacroGenics has expertise in, and platforms for, the discovery and development of products for the treatment of patients with cancer, inflammatory and infectious diseases.

B. Green Cross conducts research and development with respect to, and sells, pharmaceutical products.

C. Green Cross and MacroGenics desire to enter into collaboration for the development of MacroGenics' antiHER2 Antibody known as MGAH22, and if approved for commercialization, the commercialization of a Product in South Korea, all upon the terms and conditions set forth in this Agreement.

D. MacroGenics desires to grant to Green Cross, and Green Cross desires to receive, an exclusive license for all Indications for all pharmaceutical forms of MGAH22 for South Korea, upon the terms and conditions set forth in this Agreement.

In consideration of the foregoing premises and the mutual covenants herein contained, the Parties hereby agree as follows:

Agreement:

1. DEFINITIONS. Unless specifically set forth to the contrary herein, the following capitalized terms, whether used in the singular or plural, shall have the respective meanings set forth below:

1.1 Affiliate means with respect to any Party, any person or entity controlling, controlled by or under common control with such Party. For purposes of this Section 1.1, control means (a) in the case of a corporate entity, direct or indirect

ownership of at least fifty percent (50%) or more of the stock or shares having the right to vote for the election of directors of such corporate entity and (b) in the case of an entity that is not a corporate entity, the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

1.2 Allocable Overhead means costs incurred by each Party that are attributable to that Party's *** reasonably allocated to the Party's departments or functions, or used to support activities under the Collaboration based on space occupied or headcount or other activity-based methods consistently applied by each Party. The Allocable Overhead shall not include any costs attributable to ***

1.3 Antibody means a molecule comprising or containing: (a) one or more immunoglobulin variable domains; (b) fragments, variants, modifications or derivatives of such immunoglobulin variable domains; and (c) the nucleic acid consisting of a sequence of nucleotides encoding (or complementary to a nucleic acid encoding) the foregoing molecules in (a) or (b). The term Antibody shall include any monospecific antibodies; less than fulllength antibody forms such as Fv, Fab, and F(ab'); singlechain antibodies; and an antibody bound to a drug, label or other moiety and any antibody that is conjugated or fused to any other composition, including for example, a toxin, radionucleotide, small molecule, polypeptide or polypeptide fragment. The term Antibody also includes, without limitation to its source or method of manufacture, any human, humanized, primatized, chimeric or other antibody.

1.4 Applicable Laws and Regulations means all international, national, federal, state, regional, provincial and local government laws, rules, and regulations that apply to either Party or to the conduct of the Collaboration under this Agreement including without limitation cGMP, GCP, GBPS, and the laws, rules and regulations of the ICH, that may be in effect, as applicable and amended from time to time.

1.5 Arbitral Tribunal has the meaning set forth in Section 17.7(a).

1.6 BLA means (a) a Biologics License Application or New Drug Application (NDA) filed with the FDA for marketing approval of a Product or any successor applications or procedures, and all supplements and amendments that may be filed with respect to the foregoing, or similar filings outside the Territory with applicable Regulatory Authorities, for approval to commercially market and sell a Product, or (b) similar filings in the Territory with applicable Regulatory Authorities, including the KFDA, for approval to commercially market and sell a Product. The term BLA shall exclude pricing and reimbursement approvals.

1.7 Calendar Quarter means the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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1.8 Calendar Year means the respective periods of twelve (12) months commencing on January 1 and ending on December 31.

1.9 cGMP means current good manufacturing practices and general biologics products standards as promulgated under the FDCA or Applicable Law and Regulations in the Territory, as applicable.

1.10 Change in Control means the occurrence of any of the following:

(a) Either Party to this Agreement enters into a merger, consolidation, stock sale or sale or transfer of all or substantially all of its assets, or other similar transaction or series of transactions with another Person unless, following such transaction or transactions, (i) the individuals and entities who were the beneficial owners of the outstanding voting securities of the subject Party immediately prior to such transaction beneficially own, directly or indirectly, at least fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors or similar governing persons of the corporation or other entity resulting from such transaction (Successor) in substantially the same proportions as their ownership immediately prior to such transaction of such outstanding voting securities, (ii) at least fifty percent (50%) of the members of the Board of Directors or similar governing body of the Successor were members of the Board of Directors of the subject Party at the time of the execution of the initial agreement, or the action of the Board of Directors of the subject Party, providing for such transaction; (iii) the subject Party retains title ownership after the transaction or transactions to properties and assets (x) representing more than fifty percent (50%) of such Person's consolidated total assets or (y) from which more than fifty percent (50%) of such Person's consolidated operating income for its most recent fiscal was derived, and (iv) the subject Party is the surviving entity in such transaction or transactions;

(b) any transaction or series of related transactions in which any Person or group of Persons acquires beneficial ownership of securities of the subject Party representing more than fifty percent (50%) of the combined voting power of the then outstanding securities of the subject Party.

1.11 Clinical Data means all data generated or arising from the conduct of a clinical trial or other Development efforts under this Agreement.

1.12 Clinical Material(s) means MGAH22 and Product formulated in accordance with the specifications as adopted by the JSC and United States and Korean laws, rules and regulations (a) for preclinical activities, and (b) for administration to subjects in clinical trials.

1.13 CMC means Chemistry Manufacturing and Controls.

1.14 Collaboration means the program established under this Agreement, which includes collaborative development of Products.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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1.15 Commencement means the first dosing of a human subject with the applicable Product in the applicable human clinical trial.

1.16 Commercial Supply Costs shall mean the costs paid by Green Cross to MacroGenics for the commercial supply of Product pursuant to Section 6.2(d), provided that Commercial Supply Costs for a Product shall not be deemed incurred by Green Cross for purposes of this Agreement until the Calendar Quarter in which such Product is sold by Green Cross or any of its Related Parties.

1.17 Commercialization or Commercialize means activities taken before and after obtaining Regulatory Approval relating specifically to the pre-launch, launch, promotion, marketing, sales force recruitment, sale and distribution of a pharmaceutical product and post-launch medical activities, including without limitation: (a) distribution for commercial sale; (b) strategic marketing, sales force Detailing, advertising, and market and product support; (c) medical education and liaison and any Phase IV Clinical Trials, to the extent permitted by this Agreement; (d) all customer support and product distribution, invoicing and sales activities; and (e) all post-approval regulatory activities, including those necessary to maintain Regulatory Approvals.

1.18 Commercially Reasonable Efforts means with respect to the efforts to be expended by a Party with respect to any objective under this Agreement, reasonable, good faith efforts to accomplish such objective as such Party would normally use to accomplish a similar objective of such Party under similar circumstances, it being understood and agreed that with respect to the Development or Commercialization of MGAH22 and Products, such efforts shall be similar to those efforts and resources commonly used by a Party for a similar biological or pharmaceutical product owned by it or to which it has rights, which product is at a similar stage in its development or product life and is of similar market potential taking into account efficacy, safety, approved labeling, the competitiveness of alternative products in the marketplace, the patent and other proprietary position of the product, and the likelihood of regulatory approval given the regulatory structure involved.

1.19 Competing Product means any Antibody that binds to the protein termed HER2/Neu, other than a Product.

1.20 Completion or Completed for a clinical trial means the later of the following dates: (a) the date on which all patients have completed protocol-defined study drug administration, and (b) ***

1.21 Confidential Information means any and all nonpublic scientific, preclinical, clinical, regulatory, manufacturing, marketing, financial and commercial information and data, in any tangible or intangible form, including all Know-how subject to Section 12.

1.22 Control, Controls or Controlled by means (except as used in Section 1.1), with respect to any item of or right under Patents or Know-how, the ability

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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of a Party (whether through ownership or license, other than pursuant to this Agreement) to grant access to, or a license or sublicense of, such item or right as provided for herein without violating the terms of any agreement or other arrangement with any Third Party existing at the time such Party would be required hereunder to grant the other Party such access or license or sublicense.

1.23 CRO means a clinical research organization.

1.24 CTA means a Clinical Trial Application or its equivalent used to obtain approval to conduct human clinical investigations filed with or submitted to the KFDA in order to establish the clinical safety and/or efficacy of one or more investigational products in conformance with the requirements of the KFDA.

1.25 Data Exclusivity Period means the period during which the FDA or KFDA (or, in countries other than the United States or South Korea, an equivalent regulatory agency) prohibits reference, without the consent of the owner of a BLA, to the clinical and other data that is contained in such BLA, and that is not published or publicly available outside of such BLA.

1.26 Details or Detailing means facetoface sales presentations made to physicians, nurses, pharmacists, and other individuals who provide healthcare services to patients, in their capacity as such.

1.27 Develop or Development or Developing means research, discovery, process development, manufacturing for preclinical and clinical uses, and preclinical and clinical drug or biological development activities, including, without limitation, test method development and stability testing, toxicology, formulation, quality assurance/quality control development, statistical analysis, preclinical and clinical studies and regulatory affairs, approval and registration, in each case, of MGAH22 or a Product for therapy of human diseases.

1.28 Development Costs means all costs incurred in connection with any Development activities.

1.29 FDA means the United States Food and Drug Administration, or any successor agency thereto.

1.30 FDCA means the Federal Food, Drug and Cosmetic Act, as amended.

1.31 Field means all oncology therapies; provided, however, that in the case of any Products covered by a Patent or other intellectual property right licensed in one or more Upstream Licenses, Field shall be limited to the minimum extent necessary to comply with the terms of such Upstream License for so long as such limitation is necessary to avoid breach of the Upstream License.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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1.32 Filing of a BLA means the acceptance by a Regulatory Authority of such BLA for filing.

1.33 First Commercial Sale means, with respect to any Product, the first sale to a Third Party for end use or consumption of such Product in the Territory after Regulatory Approval has been granted by the Regulatory Agency for the Product in the Territory.

1.34 Fully Burdened Manufacturing Cost or FBMC means one hundred percent (100%) of MacroGenics' actual manufacturing cost of goods produced, as determined for each stage of the manufacturing process, in accordance with GAAP, including product quality assurance/control costs, failed lots, plus applicable Allocable Overhead. Such Fully Burdened Manufacturing Cost shall include, without limitation: (i) ***

1.35 GAAP means U.S. Generally Accepted Accounting Principles as the same may be in effect from time to time.

1.36 GBPS means the General Biological Products Standards as set forth in 21 C.F.R. Part 610, to the extent applicable to the Collaboration.

1.37 cGMP or current Good Manufacturing Practices means current Good Manufacturing Practices as set forth in the FDCA and the Public Health Service Act (the PHS Act), and in regulations at 21 C.F.R. Parts 210, 211 and 600, as in effect at the time when any clinical trial regarding a Product is being conducted, provided, and to the extent applicable to such clinical trial, as such regulations are interpreted and enforced by the FDA, including as set forth in applicable guidance documents issued by the FDA, and in accordance with applicable, generally accepted industry standards.

1.38 GCP or Good Clinical Practices means current Good Clinical Practices as set forth in the Applicable Laws and Regulations, such as FDCA and the PHS Act and regulations set forth at 21 C.F.R. Part 312, as well as (but not limited to) the requirements set forth in Directive 2001/20/EC of the European Parliament and of the Council of 4 April 2001 and Commission Directive 2005/28/EC of 8 April 2005, to the extent applicable to a clinical trial regarding any Product, as such obligations are interpreted and enforced by the applicable Regulatory Authority (e.g., FDA and Member States of the European Union), and as interpreted under prevailing industry standards, including standards of medical ethics, applicable guidance documents issued by the FDA and any other Regulatory Authority, including ICH GCP, the informed consent requirements set forth in 21 C.F.R. Part 50 and the equivalent legal requirements in other applicable jurisdictions, the requirements relating to Institutional Review Boards set forth in 21 C.F.R. Part 56 and the equivalent legal requirements in other applicable jurisdictions, all as the same may be amended from time to time.

1.39 GLP or Good Laboratory Practices means the recognized rules governing the conduct of nonclinical safety studies and ensuring the quality, integrity and reliability of study data as set forth in Applicable Laws and Regulations, such as 21 C.F.R. Part 58.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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1.40 Green Cross Indemnitees has the meaning set forth in Section 14.2.

1.41 Green Cross Licensed Know-how means all Know-how (excluding any Patent) Controlled by Green Cross as of the Effective Date or at any time during the Term that is: (a) related to MGAH22 and (b) necessary for MacroGenics to exercise the rights licensed to it under this Agreement or perform its obligations under this Agreement. Green Cross Licensed Knowhow shall also include Green Cross' interest in any Know-how deemed jointly owned pursuant to Section 15.1(c).

1.42 Green Cross Licensed Patents means any and all Patents Controlled by Green Cross at any time during the Term that: (a) are related to any data, result or invention conceived or reduced to practice in the course of conducting the Collaboration solely by Green Cross specifically in relation to MGAH22 and (b) Green Cross' interest in any Patent deemed jointly owned pursuant to Section 15.1(c).

1.43 Health Insurance Portability and Accountability Act or HIPAA means the act enacted by the U.S. Congress in 1996 and took effect in 2003 that strictly dictates the parameters that identifiable private health information (PHI) can be shared outside of the research environment, as amended.

1.44 ***

1.45 ICH means the International Conference on Harmonisation.

1.46 IND means an Investigational New Drug application, or similar application or submission for approval to conduct human clinical investigations filed with or submitted to a Regulatory Authority in conformance with the requirements of such Regulatory Authority.

1.47 Indemnifying Party means the Party that is obligated to indemnify the Indemnitee under Section 14.

1.48 Indemnitee means either the Green Cross Indemnitee or the MacroGenics Indemnitee, as applicable.

1.49 Independent Ethics Committee or IEC means an independent body (a review board or a committee, institutional, regional, national, or supranational), constituted of medical professionals and non-medical members, whose responsibility it is to ensure the protection of the rights, safety and well-being of human subjects involved in a trial and to provide public assurance of that protection, by, among other things, reviewing and approving / providing favorable opinion on, the trial protocol, the suitability of the investigator(s), facilities, and the methods and material to be used in obtaining and documenting informed consent of the trial subjects. The legal status,

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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composition, function, operations and regulatory requirements pertaining to IEC may differ among countries, but should allow the Independent Ethics Committee to act in agreement with GCP as described in this guideline.

1.50 Indication means a separate and distinct disease, disorder or medical condition in humans or nonhuman animals which a product is intended to treat, prevent, diagnose, monitor or ameliorate and which, for a Product, is intended to be reflected in the labeling for such Product as an approved Indication, and which, for an approved Product, is reflected in the labeling for such Product.

1.51 Informed Assent Form or IAF means an agreement to participate by subjects who are not able to give consent, either because they are minors or because they are legally incompetent.

1.52 Informed Consent Form or ICF means a document that outlines a patient's rights during participation in a clinical trial. It also discusses the potential risks and benefits associated with participation, including all available data on previous studies. The ICF must be signed by the patient or authorized caregiver before entrance is granted into a study.

1.53 Initial Public Offering means the first completed offering of capital stock of MacroGenics registered under the Securities Act of 1933, as amended.

1.54 Investigational Review Board or IRB means in accordance with 45 C.F.R. 46, Protection of Human Subjects (Revised November 13, 2001) and 21 C.F.R. 45, Subpart C, IRB Functions and Operations, (as amended June 18, 1991 and other applicable regulations), an independent body comprising medical, scientific, and nonscientific members, whose responsibility is to ensure the protection of the rights, safety, and well- being of the subjects involved in a clinical trial. It may also be referred to as an IEC in accordance with ICH E6, Section 1.27.

1.55 Jointly Owned IP has the meaning set forth in Section 15.1(c).

1.56 Jointly Owned Patents has the meaning set forth in Section 15.2(b)(i).

1.57 Joint Development Committee or JDC has the meaning set forth in Section 2.2.

1.58 Joint Steering Committee or JSC has the meaning set forth in Section 2.1.

1.59 KFDA means Korean Food and Drug Administration, or any successor agency thereto.

1.60 Know-how means (a) any proprietary scientific or technical information, results and data of any type whatsoever, in any tangible or intangible form whatsoever, including databases, practices, methods, techniques, specifications,

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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formulations, formulae, knowledge, know-how, skill, experience, test data including pharmacological, medicinal chemistry, biological, chemical, biochemical, toxicological and clinical test data, analytical and quality control data, stability data, studies and procedures, and manufacturing process and development information, results and data and (b) any proprietary biological, chemical or physical materials.

1.61 Licensing Transaction has the meaning set forth in Section 12.3(d)(ii)(C).

1.62 Losses has the meaning set forth in Section 14.1.

1.63 MacroGenics Indemnitee has the meaning set forth in Section 14.1.

1.64 MacroGenics Licensed Know-how means the Know-how (excluding any Patents) that is Controlled by MacroGenics as of the Effective Date or at any time during the Term, that is: (a) related to MGAH22 and (b) necessary for Green Cross to exercise the rights licensed to it pursuant to this Agreement or to perform its obligations under this Agreement.

1.65 MacroGenics Licensed Patents means the Patents Controlled by MacroGenics as of the Effective Date or at any time during the Term that: (a) claim the composition of matter of MGAH22 or a Product, (b) would be infringed but for the license granted hereunder by making, having made, selling, using, offering for sale or importing MGAH22 or any Product, or (c) are otherwise necessary for Green Cross to exercise the rights licensed to it under this Agreement, or to perform its obligations under this Agreement, as listed in Exhibit A attached hereto. MacroGenics Licensed Patents shall include MacroGenics' interest in any Patents deemed jointly owned pursuant to Section 15.1(c).

1.66 MacroGenics Licensed Technology means the MacroGenics Licensed Patents and the MacroGenics Licensed Know-how.

1.67 MacroGenics Licensed Trademarks means any and all Trademarks Controlled by MacroGenics as of the Effective Date or at any time during the Term, that are registered for or apply to a Product, as listed on Exhibit B.

1.68 MGAH22 means the therapeutic Antibody which binds to the HER2/Neu receptor described in IND # 107768.

1.69 Net Sales means the gross amount invoiced for Products (or, as the case may be, a Competing Product) sold by Green Cross or its Related Parties in the Territory initially and directly to Third Parties which are not Related Parties after deducting, if not previously deducted, from the amount invoiced, the following, in each case to the extent included in the gross invoice price:

(a) reasonable trade, quantity and cash discounts and rebates (including, but not limited to, wholesaler inventory management fees), chargebacks, and retroactive price reductions or allowances actually allowed or granted from the billed amount;

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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(b) credits or allowances actually granted upon claims, rejections or returns of such sales of Products, including recalls and amounts credited or repaid because of retroactive price reductions specifically identifiable to the Product;

(c) taxes imposed on the production, sale, import, delivery or use of the Product (including, without limitation, sales, use, excise or value added taxes but excluding income taxes), duties or other governmental charges (including, without limitation, charges for product testing required for importation) levied on or measured by the billing amount when included in billing, as adjusted for rebates and refunds; and

(d) costs incurred for importing (including, but not limited to, transportation, freight and insurance, and warehousing in the Territory).

Such amounts shall be determined from the books and records of Green Cross or its Related Party, maintained in accordance with International Financial Reporting Standards (IFRS) or such similar accounting principles, consistently applied. Green Cross further agrees, in determining such amounts, it will use Green Cross' thencurrent standard procedures and methodology, including Green Cross' thencurrent standard exchange rate methodology for the translation of foreign currency sales into U.S. Dollars or, in the case of Sublicensees, such similar methodology, consistently applied.

1.70 Patent(s) means (a) all patents and patent applications in any country or supranational jurisdiction and (b) any provisionals, substitutions, divisions, continuations, continuations in part, reissues, renewals, registrations, confirmations, reexaminations, extensions, supplementary protection certificates and the like, of any such patents or patent applications.

1.71 Patent Prosecution means the responsibility for (a) preparing, filing, prosecuting, and pursuing registration of, applications (of all types) for any Patent (b) for maintaining any Patent, and (c) for managing any interference or opposition proceeding relating to the foregoing.

1.72 Permitted Subcontractors has the meaning set forth in Section 3.5.

1.73 Person means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other similar entity or organization, including a government or political subdivision, department or agency of a government.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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1.74 Phase I Clinical Development Plan means the plan set forth on Exhibit C.

1.75 Phase I Clinical Trial means a human clinical trial of a Product in patients in any country that would satisfy the requirements of Applicable Laws and Regulations for such country, such as 21 C.F.R. 312.21(a), relating to human clinical trials conducted in the United States.

1.76 Phase II Clinical Development Plan means the plan set forth on Exhibit D, as amended pursuant to Section 4.

1.77 Phase II Clinical Trial means a human clinical trial conducted in patients with a Product in accordance with GCP and intended to demonstrate efficacy and a level of safety in the particular Indication tested, as well as to obtain a preliminary Indication of the unit and/or daily dosage regimen required, or that would otherwise satisfy the requirements of Applicable Laws and Regulations of the country in which such human clinical trial is conducted, such as 21 C.F.R. 312.21(b), relating to human clinical trials conducted in the United States, or any successor regulation thereto or foreign equivalents.

1.78 Phase III Clinical Trial means a human clinical trial in any country that is conducted in accordance with GCPs and the results of which are intended to be used as a pivotal study to establish both safety and efficacy of a Product as a basis for a BLA submitted to the FDA, KFDA or the appropriate Regulatory Authority of such other country, or that would otherwise satisfy the requirements of 21 C.F.R. 312.21(c), or any successor regulation thereto or foreign equivalents.

1.79 Phase IV Clinical Trial means a human clinical trial conducted after the Regulatory Approval of a Product, which trial is conducted (a) voluntarily to enhance scientific knowledge of such Product (e.g., for expansion of product labeling or dose optimization); or (b) conducted due to a request or requirement of a Regulatory Authority.

1.80 Personal Information Protection and Electronic Documents Act or PIPEDA or PIPED Act means the Canadian law relating to data privacy.

1.81 Product means a product that incorporates a pharmaceutical form of MGAH22 as an active ingredient.

1.82 Product Brand has the meaning set forth in Section 5.2.

1.83 Regulatory Approval means all approvals from the relevant Regulatory Authority to market and sell a Product in any country (including all applicable pricing and reimbursement approvals), including a BLA.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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1.84 Regulatory Authority means any applicable government regulatory authority involved in granting approvals for the conduct of clinical trials or the manufacturing, marketing, reimbursement or pricing, as applicable, of a Product, including in the United States the FDA and in South Korea the KFDA, and any successor governmental authority having substantially the same function.

1.85 Related Party means, with respect to a Party, its Affiliates and Sublicensees.

1.86 Requesting Party has the meaning set forth in Section 9.2.

1.87 Royalty Term means, with respect to sales of a Product in the Territory, the time period beginning on the First Commercial Sale of such Product in the Territory and expiring on the latest of the following dates:

(a) ***

(b) ***

(c) ***

1.88 Securities Act has the meaning set forth in Section 8.2(b).

1.89 Site Regulatory Package or SRP means a set of investigational site specific regulatory documents requiring review and approval by the JDC. The SRP typically consists of the following documents: Form FDA 1572, principal investigator curriculum vitae, signed protocol signature page, site-specific ICF/IAF (back-translated into English if the local language is other than English), privacy requirements (e.g., HIPAA, PIPEDA), IRB/IEC membership, and country-specific requirements.

1.90 Sublicensee means a Third Party that is granted a sublicense under the licenses granted to a Party under this Agreement, as permitted under this Agreement.

1.91 Successor has the meaning set forth in Section 1.10.

1.92 Term has the meaning set forth in Section 16.1.

1.93 Territory means South Korea.

1.94 Third Party means an entity other than (a) Green Cross and its Affiliates, and (b) MacroGenics and its Affiliates.

1.95 Third Party Royalties means royalties (other than Upstream Royalties) paid by Green Cross to a Third Party to acquire any Third Party rights which would be infringed by the Development, manufacturing, importation, or Commercialization of any Product in the Territory.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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1.96 Total Evaluable Patients means, on a worldwide basis, those patients who have completed protocoldefined procedures and can be assessed for the primary endpoint of the trial.

1.97 Trademark(s) means all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications throughout the world.

1.98 Trademark Prosecution means the responsibility for (a) preparing, filing, and seeking registration of, trademark applications (of all types) for any Trademark, (b) for maintaining any Trademark, and (c) for managing any interference or opposition proceeding relating to the foregoing.

1.99 United States or US means the United States of America and its territories and possessions, including without limitation the Commonwealth of Puerto Rico and the U.S. Virgin Islands.

1.100 Upstream Agreements means the license agreements with MacroGenics' Third Party licensors listed in Exhibit E or otherwise identified in writing by MacroGenics to Green Cross as such.

1.101 Upstream Licensors means MacroGenics' Third Party licensors under the Upstream Agreements.

1.102 Upstream Royalties has the meaning set forth in Section 8.6.

1.103 Valid Claim means a claim of: (a) an issued and unexpired Patent included within the MacroGenics Licensed Patents in a country which has not been revoked or held unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and has not been abandoned, disclaimed or admitted to be invalid or unenforceable through reissue, disclaimer or otherwise; or (b) ***

2. GOVERNANCE

2.1 Joint Steering Committee

(a) Membership. The Parties hereby establish a Joint Steering Committee, or JSC, to coordinate and oversee activities on which the Parties collaborate under this Agreement. The Parties agree that participation in the JSC and any subcommittee of the JSC is a right, rather than an obligation of each Party under this Agreement. The JSC shall consist of three (3) representatives from each Party. MacroGenics shall designate one (1) of its representatives as the initial chairperson of the JSC. Thereafter, the role of chairperson will alternate between MacroGenics and Green Cross representatives on a yearly basis. Each Party may replace its appointed JSC representatives at any time upon reasonable written notice to the other Party. The initial

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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representatives and chair of the JSC are set forth in Exhibit F attached hereto. The chair shall have the responsibility to call meetings, circulate meeting agendas at least ten (10) days prior to each regular JSC meeting, draft minutes for each JSC meeting and circulate such minutes for both Parties' written approval. The chair shall have no other authority or special voting power.

(b) Responsibilities. The responsibilities of the JSC shall be:

(i) to provide a vehicle by which the Parties may share information regarding the overall strategy for the Collaboration;

(ii) to approve changes to the Phase I Clinical Development Plan and Phase II Clinical Development Plan;

(iii) to facilitate the exchange of information between the Parties with respect to the activities hereunder and to establish procedures for the efficient sharing of information necessary for the Parties to fulfill their respective responsibilities with respect the Collaboration;

(iv) to establish an overall regulatory strategy for Products in the Territory that is compatible with and complements the worldwide regulatory strategy being implemented by MacroGenics for the Products and to allocate the responsibility for regulatory activities between the Parties;

(v) to oversee the activities of subcommittees created under this Agreement, and to seek to resolve any issues that such subcommittees cannot resolve;

(vi) to perform such other functions as appropriate to further the purposes of this Agreement, as determined by the Parties; and

(vii) to establish such subcommittees in addition to the JDC, as are agreed upon in writing by the Parties.

(viii) to discuss any additional studies, including a Phase III Clinical Trial, in which Green Cross may desire to participate;

(c) Decision-Making. The JSC shall make decisions unanimously, with each Party's representatives collectively having one (1) vote and at least one (1) representative from each Party present.

(d) Disputes. In the event the JSC cannot reach an agreement regarding any matter within the JSC's authority for a period of ***, then the dispute shall be promptly submitted to the ***. If the dispute remains unresolved for *** after submission to such persons, then the ***; provided, however, that the *** shall have the ***; and provided further that the foregoing shall not be deemed to limit or otherwise alter any obligation of Green Cross or MacroGenics under this Agreement.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

14

(e) JSC Meetings. JSC meetings shall be held semi-annually, or on any other schedule agreed by the Parties. With the consent of the representatives of each Party serving on the JSC, other representatives of each Party may attend meetings as nonvoting observers (provided such non-voting observers have confidentiality obligations to such Party that are at least as stringent as those set forth in this Agreement). A JSC meeting may be held by audio, video or internet teleconference with the consent of each Party, but at least half (1/2) of the minimum number of meetings shall be held in person. Meetings of the JSC shall be effective only if at least one (1) representative of each Party is present or participating. Each Party shall be responsible for all of its own expenses of participating in the JSC meetings. The Parties will alternate hosting the in-person meeting, and the Party hosting is responsible for preparing and circulating the minutes of the JSC meetings.

(f) Duration of JSC. The JSC shall continue to exist until the first to occur of (a) the Parties mutually agreeing to disband the JSC or (b) termination of this Agreement.

(g) Limitations. The JSC shall have no authority other than that expressly set forth in this Section 2.1 and, specifically, shall have no authority (a) to amend or interpret this Agreement, or (b) to determine whether or not a breach of this Agreement has occurred.

2.2 Joint Development Committee

(a) Membership. Within thirty (30) days after the Effective Date, the Parties shall establish a Joint Development Committee, or JDC, as a subcommittee of the JSC, to coordinate the Development of Products as set forth in Section 2.2(b). The JDC shall consist of three (3) representatives from each Party. Each Party may replace its appointed JDC representatives at any time upon reasonable written notice to the other Party. The Parties shall alternate in designating a representative on the JDC as the chair of the JDC on an annual basis, with MacroGenics designating the first chair. The chair shall have the responsibility to call meetings, circulate meeting agendas at least ten (10) days prior to each regular JDC meeting, draft minutes for each JDC meeting and circulate such minutes for both Parties' written approval. The chair shall have no other special authority or voting power.

(b) Responsibilities. The responsibilities of the JDC shall be:

(i) to share and discuss the Parties' performance under the Phase I Clinical Development Plan and Phase II Clinical Development Plan, on a quarterly basis;

(ii) to share and discuss the data generated by or on behalf of the Parties in the course of performance towards the goals set forth in the Phase I Clinical Development Plan and Phase II Clinical Development Plan;

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

15

(iii) to coordinate Development strategies, allocate resources and set timelines, in each case to facilitate the activities under the Phase I Clinical Development Plan and Phase II Clinical Development Plan;

(iv) to review and approve proposed clinical trial sites;

(v) to facilitate the exchange of information between the Parties with respect to the activities under the Phase I Clinical Development Plan and Phase II Clinical Development Plan; and

(vi) to perform such other functions as appropriate to further the purposes of this Agreement, as determined by the Parties.

(c) Decision Making. The JDC shall make decisions unanimously, with each Party's representatives collectively having one (1) vote and at least one (1) representative from each Party present.

(d) Disputes. In the event the JDC cannot reach an agreement regarding any matter within the JDC's authority for a period of ***, then at the option of either Party the matter shall be referred to the JSC for resolution pursuant to Section 2.1(c) and 2.1(d) above.

(e) JDC Meetings. JDC meetings shall be held quarterly, or on any other schedule agreed by the Parties. With the consent of the representatives of each Party serving on the JDC, other representatives of each Party may attend meetings as nonvoting observers (provided such non-voting observers have confidentiality obligations to such Party that are at least as stringent as those set forth in this Agreement). A JDC meeting may be held by audio, video or internet teleconference with the consent of each Party, but at least half (1/2) of the minimum number of meetings shall be held in person. Meetings of the JDC shall be effective only if at least one (1) representative of each Party is present or participating. Each Party shall be responsible for all of its own expenses for participating in the JDC meetings. The Parties will alternate hosting the in-person meeting, and the Party hosting is responsible for preparing and circulating the minutes of the JDC meetings.

(f) Duration of JDC. The JDC shall continue to exist until the first to occur of (a) the Parties mutually agreeing to disband the JDC or (b) termination of this Agreement.

(g) Limitations. The JDC shall have no authority other than that expressly set forth in this Section 2.2 and, specifically, shall have no authority (a) to amend or interpret this Agreement, or (b) to determine whether or not a breach of this Agreement has occurred.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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3. DEVELOPMENT

3.1 Overview. The Parties shall use Commercially Reasonable Efforts to Develop Products in the Territory in accordance with the Phase I Clinical Development Plan and Phase II Clinical Development Plan, as set forth below, with the goal of achieving regulatory approval for the marketing of Products.

(a) MacroGenics Responsibilities. MacroGenics shall perform those activities for which it is identified as the responsible party in the Phase I Clinical Development Plan (unless such responsibility is transferred to Green Cross or a Third Party by MacroGenics), including, without limitation, ***, as appropriate, ***.

(b) Green Cross Responsibilities

(i) Green Cross shall perform those activities for which it is identified as the responsible party in the Phase I Clinical Development Plan (and such other activities for which responsibility is transferred to Green Cross), and shall conduct all activities described in the Phase II Clinical Development Plan. Without limiting the foregoing, in the Territory:

(ii) Green Cross shall (A) support clinical trial site and CRO-related activities ***, (B) ***; (C) support clinical trial site and CRO- related activities for the ***, under a CTA filed by Green Cross in the Territory, and (D) support other additional Development activities responsive to unique regulatory or commercial requirements in Territory; and

(iii) Green Cross' responsibilities shall include the submission of all CTAs; interaction with the KFDA; ***; provided, however, that with respect to the provision of data, information and materials, such obligation to assist shall require Green Cross to use Commercially Reasonable Efforts, and shall not require Green Cross to generate any data not within its possession.

(c) Joint and Additional Responsibilities. For activities specified in the Phase I Clinical Development Plan for which both Parties are identified as the responsible Party, the Parties' respective obligations shall be as determined by the JSC. If it is determined that the performance of activities not identified in the Phase I Development Plan are required for Completion of the Phase I Clinical Trial, then the responsibility for such activities shall be determined by the JSC.

3.2 Development Plans

(a) Clinical Development Plans. The JDC shall review the progress of the conduct of the Phase I Clinical Development Plan and Phase II Clinical Development Plan at each meeting of the JDC.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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(b) Review of the Clinical Development Plans. On no less than an annual basis, the JDC shall review the Phase I Clinical Development Plan and Phase II Clinical Development Plan, as appropriate, and recommend any amendment, and any changes to such plans shall be subject to the approval by the JDC and, subsequently, by the JSC.

3.3 Conduct of Development

(a) General Obligation. Each Party shall use Commercially Reasonable Efforts to conduct the Development activities for which it is responsible, as described in the Phase I Clinical Development Plan and Phase II Clinical Development Plan, in compliance with: (a) the terms and conditions of this Agreement; (b) the Phase I Clinical Development Plan and Phase II Clinical Development Plan, as updated from time to time; (c) all applicable GLP, GCP and applicable cGMP requirements, including, without limitation those specified by the ICH; and (d) all Applicable Laws and Regulations.

(b) Green Cross Diligence. Without limiting Section 3.3(a):

(i) Green Cross shall ***; provided, however, that if all necessary documents required for Regulatory Approval of such Commencement in the Territory, if any, are not received within a reasonable period prior to such date, other than as a result of Green Cross' acts or omissions, then such period shall be equitably extended to account for such delay for a period mutually agreed upon in writing by the Parties;

(ii) Green Cross shall ***; and

(iii) Green Cross shall use ***; provided, however, that if all necessary documents required for Regulatory Approval of such Completion or filing in the Territory, if any, are not received within a reasonable period prior to such date, other than as a result of Green Cross' acts or omissions, then such period shall be equitably extended to account for such delay for a period mutually agreed upon in writing by the Parties.

(c) Green Cross Rights. Green Cross shall have the option to participate in any additional studies, including a Phase III Clinical Trial, with respect MGAH22 to the extent that such studies are required by a Regulatory Authority in the Territory.

3.4 Development Costs

(a) Phase I Clinical Development Plan. Green Cross shall be responsible for all Development Costs incurred by Green Cross in connection with the conduct of the Phase I Clinical Development Plan, including, without limitation, Third Party costs for CRO-related activities for the Phase I Clinical Trial in the Territory.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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MacroGenics shall be responsible for all Development Costs incurred by MacroGenics in connection with the conduct of the Phase I Clinical Development Plan, including without limitation, Third Party costs for CRO-related activities for the Phase I Clinical Trial outside of the Territory, except as follows:

(i) Clinical Materials. MacroGenics shall be responsible for the cost of the supply of all Clinical Materials for the initial Phase I Clinical Trial;

(ii) Labor Costs. Each Party shall be responsible for its direct labor costs (e.g., salaries, wages, employee benefits, overtime costs, and shirt premiums) for the conduct of its obligations under the Phase I Clinical Development Plan;

(iii) *** MacroGenics will invoice Green Cross at the end of the applicable Calendar Quarter for the amounts due hereunder, and all such amounts shall be paid to MacroGenics by Green Cross in US Dollars not later than sixty (60) days following the receipt of the applicable invoice.

(iv) Data Management Costs. Each Calendar Quarter, Green Cross shall reimburse MacroGenics for *** of the costs incurred by MacroGenics in connection with the management of Clinical Data from the Phase I Clinical Trials during such Calendar Quarter. MacroGenics will invoice Green Cross at the end of the applicable Calendar Quarter for the amounts due hereunder, and all such amounts shall be paid to MacroGenics by Green Cross in US Dollars not later than *** following the receipt of the applicable invoice.

(v) Insurance Costs. Each Calendar Quarter, Green Cross shall reimburse MacroGenics for all costs incurred by MacroGenics in connection with all insurance policies required for the conduct of the Phase I Clinical Trials in the Territory during such Calendar Quarter. MacroGenics will invoice Green Cross at the end of the applicable Calendar Quarter for the amounts due hereunder, and all such amounts shall be paid to MacroGenics by Green Cross in US Dollars not later than *** following the receipt of the applicable invoice. MacroGenics shall include Green Cross as a named insured on each such policy acquired by MacroGenics.

(vi) Limitation on Reimbursement of ***. Notwithstanding anything to contrary set forth in Section 3.4(a)(iv) or 3.4(a)(v), in no event shall Green Cross be obligated to reimburse MacroGenics for any costs in connection with the ***

(b) Phase II Clinical Development Plan. Green Cross shall be responsible for all Development Costs incurred in the Territory by either Party under the Phase II Clinical Development Plan, except for the cost of the supply of Clinical Materials, which shall be the responsibility of MacroGenics.

3.5 Subcontractors. MacroGenics shall have the right to engage Third Party contractors to perform any portion of its obligations under this Agreement (provided that

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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MacroGenics shall use Commercially Reasonable Efforts to require such Third Party contractors to cooperate with Green Cross, so as to permit Green Cross to comply with any of its development or commercial diligence obligations, and its reporting and payment obligations under any of the Upstream Agreements insofar as they relate to MGAH22 or any Product), and Green Cross shall have the right to engage a CRO in the Territory to support the conduct of the Phase I Clinical Trial *** (each such subcontractor, a Permitted Subcontractor). Any such Permitted Subcontractor used in the provision of services shall be required to agree in writing to be bound by terms regarding maintaining the confidentiality of proprietary information that are no less stringent than those contained in this Agreement and regarding ownership of intellectual property that are consistent with those contained in this Agreement. Either Party's use of Permitted Subcontractors shall not relieve such Party of any of its obligations pursuant to this Agreement.

3.6 Clinical Trial Data. Except to the extent prohibited by any Applicable Law or Regulation, each Party shall provide all Clinical Data to the other on a schedule reasonably requested by the other.

3.7 Information and Cooperation. In addition to the obligations under Section 3.6, each Party shall use Commercially Reasonable Efforts to keep the other Party informed of its research, Development and Commercialization (including promotional) activities hereunder, and shall provide to the other Party, as appropriate, regular summary updates. If reasonably necessary for a Party to perform its work under this Agreement or to exercise its rights under this Agreement, that Party may request that the other Party provide more detailed information and data regarding the updates it earlier provided, and the other Party shall promptly provide the requesting Party with information and data as is reasonably available and reasonably related to the work under this Agreement. Neither Party is required to generate additional data or prepare additional reports to comply with the foregoing obligation. All such reports, information and data provided shall be subject to Section 12.1. Prior to commencing the manufacture of Products or conduct of studies for the Product outside of the scope of this Agreement in the Territory, MacroGenics shall notify Green Cross of any such activity and consult with Green Cross with respect thereto; provided, however, that MacroGenics shall not undertake any such activity if and to the extent such activity would have a material adverse affect on Green Cross.

4. ADJUSTMENT OF PHASE II CLINICAL DEVELOPMENT PLAN. If the Parties agree to add additional patients or Indications to the Phase II Clinical Development Plan, or replace the Indication specified therein as of the Effective Date with a new Indication, then the Parties shall negotiate in good faith to agree upon the terms applicable to such expansion or change.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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5. COMMERCIALIZATION

5.1 Overview. Green Cross shall have full responsibility and authority for all aspects of the Commercialization of Products in the Territory at its sole expense, including, without limitation, developing and executing a plan for commercial launch, obtaining all required approvals from Regulatory Authorities for Commercialization (including, without limitation, reimbursement activities), marketing and promotion, booking sales and distribution and performance of related services, providing customer support, including handling medical queries, and performing other related functions. Green Cross shall use Commercially Reasonable Efforts to Commercialize the Products. Green Cross shall update MacroGenics regarding its Commercialization activities at regular meetings of the JSC as contemplated by Section 2.1.(e). As between Green Cross and MacroGenics, ***. Green Cross shall bear all of the costs and expenses incurred in connection with all such Commercialization activities in the Territory. Green Cross shall timely notify MacroGenics as to the occurrence of the First Commercial Sale in the Territory.

5.2 Product Labeling; Promotional Materials. Green Cross shall Commercialize the Products in the Territory under the worldwide brand specified by MacroGenics (Product Brand), except to the extent such branding is not permitted by any applicable Regulatory Authority, or deemed culturally inappropriate, in the Territory, in which case MacroGenics shall specify an alternate Product Brand. Except for the depiction of trademarks, logos and other symbols that are intended to identify MacroGenics' as a company or the manufacturer or owner of a Product, Green Cross shall be responsible for designing and supplying the printable artworks of product labeling in electronic version and promotional materials for the Products for the Territory. Green Cross shall be responsible for how and the manner in which Products shall be presented and described in the Territory to the medical community in any promotional materials for a Product intended to be disseminated in the Territory, and the placement of the name and logos of Green Cross therein, in each case as permitted by applicable law and consistent with the Product Brand and labeling for the Products approved by the applicable Regulatory Authority.

5.3 Sales and Distribution

(a) Orders and Sales. Green Cross shall be solely responsible for handling all returns, order processing, invoicing and collection, distribution, and inventory and receivables for the Products throughout the Territory. Green Cross shall have the right and sole responsibility for establishing and modifying the terms and conditions with respect to the sale of the Products in the Territory, including any terms and conditions relating to or affecting the price at which the Products shall be sold, discounts available to any Third Party payers (including, without limitation, managed care providers, indemnity plans, unions, self insured entities, and government payer, insurance or contracting programs), any discount attributable to payments on receivables, distribution of the Products, and credits, price adjustments, or other discounts and allowances to be granted or refused; provided, however, that Green Cross shall act in good faith when doing the foregoing.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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(b) Pricing. Green Cross shall have the sole right to determine all pricing of the Products in the Territory. Notwithstanding anything in this Agreement express or implied to the contrary, MacroGenics shall not have any right to direct, control, or approve Green Cross' pricing of Products for the Territory. The provision to MacroGenics of any pricing data is for informational purposes only. Green Cross shall be responsible for preparing and implementing the reimbursement strategy for the Products in the Territory. However, except to the extent prohibited by Applicable Laws and Regulations, MacroGenics shall use Commercially Reasonable Efforts to provide all the necessary data so that Green Cross can file for the medical reimbursement price in the Territory; provided, however, that MacroGenics shall not be obligated to generate any data not within its possession.

5.4 Compliance. Each Party shall comply with the terms of this Agreement and all Applicable Laws and Regulations relating to activities performed or to be performed by such Party (or its Affiliates, contractor(s) or Sublicensee(s)) under or in relation to the Commercialization of the Products pursuant to this Agreement.

5.5 Commercialization Diligence

(a) Prior to Submission of First BLA. For each Product under Development, prior to the submission of the first BLA to the first Regulatory Authority in the Territory, Green Cross shall submit to the JSC a written summary plan for the Commercialization for each such Product under Development. Thereafter, Green Cross shall regularly report on its Commercialization activities at meetings of the JSC or, if formed, the Joint Commercialization Committee. Such reports shall cover subject matter at a level of detail similar to that which Green Cross affords to its senior executives with respect to similar Green Cross products. All such plans and information shall be presented for discussion purposes, and Green Cross agrees to consider in good faith any comments or suggestions MacroGenics may make with respect to Commercialization of Products.

(b) Launch. Green Cross shall launch each Product in the Territory ***, provided that MacroGenics has supplied Product ordered by Green Cross in accordance with Section 6.2(c) for such launch within a reasonable period prior to the planned launch date.

(c) Following Regulatory Approval. Green Cross shall use Commercially Reasonable Efforts to Commercialize each Product in the Territory after obtaining Regulatory Approval for such Product.

5.6 Upstream Agreements. Green Cross agrees to provide to MacroGenics such information as it reasonably requires, or otherwise cooperate with MacroGenics, so as to permit MacroGenics to comply with any of its development or commercial diligence obligations, and reporting and payment obligations under any of the Upstream Agreements insofar as they relate to MGAH22 or any Product.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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6. MANUFACTURE AND SUPPLY

6.1 Clinical Supply of Products. MacroGenics shall be responsible for the manufacture of all Product required for the clinical trials described in the Phase I Clinical Development Plan, Phase II Clinical Development Plan and, if any, additional development plans, including any plan for a Phase III Clinical Trial, agreed upon in writing by the Parties for additional studies under this Agreement, either by itself or through one or more Third Parties, including all costs of such manufacture, as set forth in Section 3.4.

6.2 Commercial Supply of Products

(a) Responsibility. MacroGenics shall be responsible for the manufacture of all commercial supplies of Product required by Green Cross for the Commercialization of Products in the Territory, in accordance with this Section 6.2, except as the Parties may otherwise agree pursuant to Section 6.4.

(b) Forecasts. For so long as MacroGenics is providing Product, Green Cross, through the JDC, shall furnish to MacroGenics *** forecast of probable quarterly orders for supplies of Product, to be updated quarterly based on Green Cross' good faith estimate of its need for Product.

(c) Orders. Green Cross agrees to buy, and MacroGenics agrees to sell, such quantities of Product as may be set forth on purchase orders placed by Green Cross in accordance with the provisions of this Section 6.2. The Parties shall mutually agree upon an appropriate purchase agreement. Any purchase orders for Product will reference this Agreement and will be consistent with the terms contained herein. Each purchase order shall set forth a delivery date for the quantities of Product ordered, which date will in no event be less than *** from the date of the purchase order. MacroGenics will use Commercially Reasonable Efforts to deliver each order on or before the applicable deliver date. If a purchase order cannot be fulfilled or delivered as requested by Green Cross, then MacroGenics shall immediately inform Green Cross of such fact. If MacroGenics is unable to manufacture sufficient quantities of Products to deliver to Green Cross hereunder, then MacroGenics shall allocate any shortages among its customers, including, without limitation, Green Cross, on a pro-rata basis based on the comparative order volumes of all customers at the time of such shortage. MacroGenics shall use Commercially Reasonable Efforts to promptly resume production of Commercial Supply.

(d) Price; Payment. The price of Product ordered by Green Cross under this Section 6.2 will be equal to *** of MacroGenics' Fully Burdened Manufacturing Costs for such material. All payments due hereunder to MacroGenics shall be paid to MacroGenics in US Dollars not later than *** following the receipt of the applicable invoice.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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6.3 Delivery. Unless otherwise agreed by the parties in writing, all shipments will be shipped F.O.B. MacroGenics' or its contract manufacturer's facility.

6.4 Technology Transfer. If Green Cross requests, the Parties shall enter into good faith discussions regarding the possibility of a transfer to Green Cross of technology that is sufficient to enable Green Cross to manufacture commercial supplies of Product in accordance with the Applicable Laws and Regulations of the Territory, provided that nothing herein shall be deemed to obligate MacroGenics to enter into any agreement to transfer to Green Cross any such technology.

6.5 Manufacturing Specifications. All Clinical Materials and commercial supplies of Product shall be manufactured in accordance with the specifications determined by MacroGenics and all Applicable Laws and Regulations.

6.6 Change of Manufacturing Process. MacroGenics shall reasonably inform Green Cross of developments in matters of process development and manufacturing of Products, and shall consult with Green Cross with respect to the development and manufacturing processes of Products adopted by MacroGenics to the extent necessary to obtain Regulatory Approval(s) of the same in the Territory. Green Cross shall promptly notify MacroGenics of any information that will impact approvability of Products in the Territory.

7. REGULATORY

7.1 Overview. The JSC shall establish an overall regulatory strategy for obtaining Regulatory Approval of the Product in the Territory, and shall allocate regulatory responsibilities between the Parties in a manner consistent with the provisions contained herein. Green Cross shall participate in regulatory matters as determined by the JSC, including CMC and other manufacturing-related matters, nonclinical matters, and clinical matters. In addition, Green Cross will have access to adverse event and other safety related data.

7.2 Regulatory Filings for Phase I Clinical Trial. MacroGenics shall hold the INDs in the Territory and be responsible for the filing of the INDs and all additional regulatory documents for the initial Phase I Clinical Trial with Regulatory Authorities in the Territory (such as INDs, and IND amendments), including, without limitation, all associated submissions (e.g., safety reports, protocol submissions, CMC updates), for responding to inquiries and correspondences from the Regulatory Authorities, and the submission of all required reports for the Phase I Clinical Trial until the Completion of the Phase I Clinical Trial. MacroGenics shall continue to hold INDs filed as of the Effective Date. MacroGenics will transfer its responsibilities for preparing the Korean IND and IND amendments to Green Cross, but Green Cross shall provide ***, Green

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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Cross may submit such filing, submission or response to the KFDA at the same time as Green Cross submits the same to MacroGenics; provided that Green Cross uses Commercially Reasonable Efforts to obtain additional time. MacroGenics will transfer its responsibilities for interacting with the KFDA to Green Cross, but Green Cross shall attempt to include MacroGenics on any face-to-face meetings or teleconferences, if deemed necessary by Green Cross, and shall not commit to making any revisions to the Phase I Clinical Trial unless for an immediate safety issues, without prior agreement with MacroGenics. Green Cross shall allow MacroGenics to review any written correspondence to the KFDA before it is sent to the KFDA.

7.3 Regulatory Filings Following Phase I Clinical Trial. Except as set forth in Section 7.2, Green Cross shall be responsible for the filing of all regulatory documents for MGAH22 and all Products with Regulatory Authorities in the Territory (such as INDs, NDAs and amended INDs and NDAs), including without limitation all associated submissions (e.g., safety alerts, protocol submissions), for responding to inquiries and correspondence from the Regulatory Authorities responsible for regulatory matters in the Territory, and the monitoring of all clinical experiences and submission of all required reports throughout clinical Development and Commercialization, in each case in compliance with all laws and regulations. MacroGenics shall be responsible for providing to Green Cross any revisions to the investigator's brochure and CMC information required for KFDA submissions. Green Cross may request MacroGenics to participate in meetings with the KFDA if it is foreseeable that there may be discussions about the Product beyond the scope of Green Cross' development of the Product in the Territory (e.g., CMC matters, data from clinical trials MacroGenics conducted). Each Party shall provide information to the other Party as necessary and reasonably consult with the other Party regarding any filings, and regarding significant or material notices, actions or requests from or by Regulatory Authorities. Each Party shall, at the other Party's request, review and comment on filings, submissions, and responses to Regulatory Authorities related to any Product. Green Cross shall hold and maintain all Regulatory Approvals for the Commercialization of the Product in the Territory, as set forth in Section 10.1(c).

7.4 Records of Correspondence with KFDA. Following each communication (whether by phone or in person) with the KFDA regarding matters arising under this Agreement, Green Cross shall prepare a record of such meeting in accordance with its standard business practices (e.g., written minutes) and provide to MacroGenics a copy of such record.

7.5 Safety Data Exchange Agreement. The Parties shall conduct in good faith and agree upon a safety data exchange agreement, the agreement setting forth the safety information required to be shared by each Party and the schedule for the sharing of such safety information and other appropriate procedures and matters, as detailed in Exhibit G.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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8. PAYMENTS

8.1 Upfront Payment. Within thirty (30) days after the Effective Date, Green Cross shall pay to MacroGenics One Million Dollars ($1,000,000), which shall be non-refundable and non-creditable against any other payments due under this Agreement.

8.2 Purchase of MacroGenics Stock Upon Initial Public Offering

(a) If during the first three (3) years of the Term there is an Initial Public Offering which raises a ***, and if the underwriter(s) in such Initial Public Offering permit it, Green Cross is obligated to purchase a number of shares of the same class of capital stock, simultaneously with the closing(s) of, and at the same purchase price as the shares sold in, the Initial Public Offering that is equal to the number of shares that could be purchased for ***.

(b) Green Cross acknowledges that any securities purchased in accordance with Section 8.2(a) shall not be registered under the Securities Act of 1933, as amended (Securities Act), and may not be sold, assigned, pledged, hypothecated, encumbered or an any other manner transferred or disposed of in the absence of an effective registration statement or an exemption from registration under the Securities Act. In connection with any Initial Public Offering, Green Cross agrees to enter into a lock-up agreement with the underwriter(s) if the managing underwriter(s) demands or requests such an agreement; provided, however, that such provisions will not be less favorable to Green Cross than the provisions of any lock-up agreements entered into by the managing underwriter(s) with other holders of securities issued by MacroGenics.

8.3 Clinical Development Milestone Payments. Green Cross shall pay to MacroGenics the milestone payments listed below, which shall be non-refundable, and non-creditable (unless otherwise stipulated under this Agreement). Any such milestone payments are subject to any credits, offsets and waivers specified by this Agreement.

(a) For the Commencement of the first Phase II Clinical Trial: ***; provided, however, that this milestone payment shall not be payable to MacroGenics if ***

(b) For the Commencement of the first Phase III Clinical Trial: ***; provided, however, that this milestone payment shall not be payable to MacroGenics *** If all necessary documents required for Regulatory Approval of Completion of the Phase II Clinical Trial by Green Cross, if any, are not received within a reasonable period prior to the agreed upon projected Completion date, other than as a result of Green Cross' acts or omissions, then such *** period shall be equitably extended to account for such delay for a period mutually agreed upon in writing by the Parties.

(c) Approval of BLA for first Indication for a Product by KFDA in the Territory: ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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8.4 Commercial Milestone Payments. Green Cross shall pay to MacroGenics the Net Sales milestone payments set forth below, which shall be due and payable within *** after the end of the first Calendar Year during which such milestone is triggered.

(a) First occurrence of aggregate Net Sales for a period of *** of all Products in the Territory *** ***.

(b) First occurrence of aggregate Net Sales for a period of *** of all Products in the Territory exceeding ***

8.5 Product Royalties.

(a) Green Cross shall pay to MacroGenics a royalty at the rate determined in accordance with the royalty chart included in Exhibit H attached hereto on Net Sales of Products for the Royalty Term.

(b) Green Cross shall pay to MacroGenics a royalty of *** on Net Sales of Competing Products for the Royalty Term.

8.6 Upstream License Royalties. In addition to the other royalty payments set forth in this Section 8, Green Cross shall reimburse MacroGenics for royalty payments payable by MacroGenics as a result of the Collaboration pursuant to: (a) the Upstream Agreements identified on Exhibit E as of the Effective Date and (b) any additional Upstream Agreements identified by MacroGenics after the Effective Date that include a license to any patent(s) that has any claim(s) that would otherwise prevent MacroGenics from fulfilling its obligations under this Agreement or from supplying MGAH22 or any Product in the Territory (the Upstream Royalties). Green Cross' obligation under this Section 8.6 with respect to the payment of Upstream Royalties under an Upstream Agreement shall terminate upon termination of MacroGenics' obligation to pay royalties under the terms of such Upstream Agreement.

8.7 Third Party Agreements. Green Cross (or its Affiliate or Sublicensee) shall be responsible, at its sole expense and discretion, for obtaining any agreements with Third Parties (other than the Upstream Agreements) for any Third Party rights which would be infringed by the Development, manufacturing, importation, or Commercialization of any Product in the Territory.

8.8 Payment of Milestones. All milestone payments shall be due and payable within *** after the event for which the payment is due.

8.9 Reports; Payments

(a) Net Sales Quarterly Reports. During the Term, following the First Commercial Sale of a Product in the Territory, Green Cross shall furnish to MacroGenics:

(i) a quarterly written report for the Calendar Quarter showing the Net Sales of all Products (and Competing Products) subject to royalty payments sold by Green Cross and its Related Parties in the Territory during the reporting period and the royalties payable under this Agreement; and

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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(ii) a quarterly report for the Calendar Quarter showing Green Cross' Commercial Supply Costs, Third Party Royalties and Upstream Royalties for such Calendar Quarter, with such detail as shall reasonably allow MacroGenics to determine the basis for such quarterly costs.

(b) Submission and Payment Schedule

(i) Reports. Reports under this Section 8.9 shall be due on the ninetieth (90 ) day following the close of each Calendar Quarter.

(ii) Royalties. Royalties shown to have accrued by each report shall, unless otherwise specified under this Agreement, be due and payable on the date such report is due.

8.10 Payment Exchange Rate. All payments to be made by Green Cross to MacroGenics under this Agreement shall be made in United States dollars by bank wire transfer in immediately available funds to a bank account in the United States designated in writing by MacroGenics. For invoices that Green Cross shall forward to MacroGenics, Green Cross shall use an exchange rate equal to the Telegraphic Transfer (T/T) selling rate as published by Korean Exchange Bank as of the close of business on the last business day of the preceding month.

8.11 Tax Withholding. If laws, rules or regulations require Green Cross to withhold income taxes or other taxes imposed upon payments set forth in this Section 8, Green Cross shall make such withholding payments as required and subtract such withholding payments from the payments set forth in this Section 8. Green Cross shall submit original receipts or other appropriate proof of payment of the withholding taxes to MacroGenics within a reasonable period of time to allow MacroGenics to document such tax withholdings for purposes of claiming foreign tax credits and similar benefits, and shall cooperate with reasonable requests of MacroGenics (without acting to the detriment of Green Cross) related to MacroGenics obtaining such credits and benefits.

9. Record Keeping and Inspections and Audits

9.1 Records

(a) Collaboration Activities. Each Party shall maintain appropriate records of: (i) all significant research, Development, manufacturing and Commercialization events and activities conducted by it or on its behalf related to a Product, and all costs in connection therewith, as applicable; and (ii) all significant information generated by it or on its behalf in connection with research and development

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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th

of MGAH22 and Products under this Agreement, in each case in accordance with such Party's usual documentation and record retention practices. Such records shall be in sufficient detail to properly reflect, in good scientific manner, all significant work done and results of studies and trials undertaken, and further shall be at a level of detail appropriate for patent and regulatory purposes.

(b) Green Cross Royalties. Green Cross shall keep complete and accurate records in sufficient detail to enable the royalties payable under Section 8 and its Commercial Supply Costs, Third Party Royalties and Upstream Royalties to be determined.

(c) MacroGenics' Royalties. MacroGenics shall keep complete and accurate records of royalty payments due under the Upstream Agreements in sufficient detail to enable the Upstream Royalties payable by Green Cross under Section 8.6 to be determined. At the request of Green Cross, MacroGenics shall make such records available to Green Cross.

(d) MacroGenics' FBMC. MacroGenics shall keep complete and accurate records with such detail as shall reasonably allow Green Cross to determine the basis for such FBMC. At the request of Green Cross, MacroGenics shall make such records available to Green Cross.

9.2 Audit Rights. Upon the written request of a Party (Requesting Party) with reasonable advance notice and not more than once in each Calendar Year, the other Party shall permit an independent certified public accounting firm of nationally recognized standing selected by Requesting Party and reasonably acceptable to the other Party, at its own expense, to have access during normal business hours to such of the records as may be reasonably necessary to verify the accuracy of the reports under Section 8 for any Calendar Year ending not more than thirty-six (36) months prior to the date of such request. The accounting firm shall disclose to the Requesting Party only whether the reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Requesting Party in connection with this audit right. This right to audit shall remain in effect throughout the life of this Agreement and for a period of three (3) years after the termination of this Agreement.

9.3 Discrepancies. If such accounting firm identifies a discrepancy, the other Party shall pay Requesting Party the amount of the discrepancy within thirty (30) days of the date Requesting Party delivers to the other Party such accounting firm's written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Requesting Party unless the underpayment by the other Party exceeded five percent (5%) of the amount owed for such Calendar Year, in which case the other Party shall pay to Requesting Party the reasonable fees charged by such accounting firm.

9.4 Confidentiality. Each Party shall treat all information of the other Party subject to review under this Section 9 in accordance with the confidentiality and non-use

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party and any applicable Related Parties, obligating it or them to retain all such information in confidence pursuant to such confidentiality agreement.

10. LICENSES

10.1 License to Green Cross

(a) License. Subject to the terms and conditions of this Agreement, MacroGenics hereby grants to Green Cross an exclusive, royalty- bearing (i) license, with the right to grant sublicenses (subject to Section 10.1(b)), under the MacroGenics Licensed Technology and the MacroGenics Licensed Trademarks; and (ii) to the extent needed under this Section 10.1(a), sublicense under the MacroGenics Licensed Technology licensed pursuant to the Upstream Agreements, in the case of each of (i) and (ii), to conduct the Phase I Clinical Development Plan and Phase II Clinical Development Plan, and to distribute, sell, offer for sale and import Products in the Field in the Territory during the Term.

(b) Sublicensees. Green Cross may grant sublicensees solely for purposes of performing its Development obligations under this Agreement. In no event shall Green Cross grant any sublicense to any of the rights granted to it pursuant to Section 10.1(a) for any other purpose without MacroGenics' prior written consent. Each sublicense granted by Green Cross shall be consistent with this Agreement and subordinate thereto, and Green Cross shall remain responsible to MacroGenics for the compliance of each such Sublicensee with the financial and other obligations due under this Agreement. Green Cross shall provide a copy of each such sublicense to MacroGenics so that MacroGenics can confirm Green Cross' compliance with the foregoing. Each sublicense granted by Green Cross under this Agreement shall permit the conversion of such sublicense to a direct license with MacroGenics at MacroGenics' sole option in the event this Agreement is terminated and, upon such conversion, MacroGenics shall be responsible for all former obligations of Green Cross under such sublicense. Green Cross shall use Commercially Reasonable Efforts to include in each such sublicense a requirement obligating such sublicensees to cooperate with MacroGenics.

(c) Regulatory Approvals. Green Cross shall hold and maintain all Regulatory Approvals for the Commercialization of the Product in the Territory.

(d) MacroGenics Retained Rights. MacroGenics shall retain the following: (i) the right to conduct its obligations under the Phase I Clinical Development Plan and Phase II Clinical Development Plan in the Territory, including, without limitation, data management, monitoring, regulatory compliance and support and shipping requirements and all other requirements in connection with this Agreement; (ii) the right to manufacture or have manufactured MGAH22 and Products for uses pursuant to this Agreement as provided in Section 6 in the Territory; and (iii) all rights not otherwise granted to Green Cross inside and outside the Territory.

(e) Opportunity ***. In the event that during the period between the ***, MacroGenics wishes to ***, MacroGenics shall provide Green Cross ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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10.2 Upstream Agreements. Certain MacroGenics Licensed Know-how and MacroGenics Licensed Patents sublicensed under Section 10.1(a) above and identified on Exhibit A are licensed (or sublicensed, in some instances) to MacroGenics by certain Third Parties pursuant to the Upstream Agreements. Green Cross acknowledges and agrees that its sublicense to and any warranties and/or representations made by MacroGenics under this Agreement regarding such MacroGenics Licensed Technology granted under Section 10.1(a) are at all times subject to the applicable terms of the Upstream Agreements, current copies of which, for those in effect as of the Effective Date, have been provided to Green Cross as of the Effective Date, including restrictions on the type and nature of the antibodies licensed as Products thereunder, diligence requirements, and termination provisions thereof, and that MacroGenics is in no way licensing or purporting to license or sublicense to Green Cross rights under the Upstream Agreements that if sublicensed to Green Cross would be a violation of any Upstream Agreement. Green Cross covenants not to take or fail to take any action that violates the terms of such Upstream Agreements applicable to Sublicensees, or that would cause MacroGenics to be in breach of any of the terms of the Upstream Agreements.

10.3 License to MacroGenics. Green Cross hereby grants to MacroGenics a royalty-free, worldwide license during the Term, with the right to grant sublicenses, under the Green Cross Licensed Patents and Green Cross Know-how that is incorporated into any Product, and all other intellectual property Controlled by Green Cross that is specifically related to MGAH22 to the extent needed by MacroGenics to research, identify, develop, make, have made, use, sell, offer for sale and import Products, including, without limitation, as contemplated by Section 10.1(c) above, in all cases without any obligation to obtain Green Cross' prior consent. The license granted pursuant to this Section 10.3 shall be nonexclusive in the Territory and exclusive in the rest of the world outside the Territory. After the Term, the Parties shall discuss in good faith whether future licenses are necessary for MacroGenics to continue to use Green Cross Licensed Patents or Green Cross Licensed Know-how, and determine reasonable terms and conditions for such license at MacroGenics' request.

10.4 Clinical Data Licenses. Subject to the terms and conditions of this Agreement, Green Cross hereby grants to MacroGenics a non- exclusive, royalty-free, perpetual license, with the right to grant and authorize the grant of sublicenses, to use all Clinical Data and any data generated by Green Cross or any of its representatives or independent contractors pursuant to its performing its responsibilities under this Agreement for the research, Development, manufacture Commercialization and sales of MGAH22 and Products by MacroGenics outside the Territory and for MacroGenics to exercise its rights and fulfill its obligations under this Agreement. Subject to the terms and conditions of this Agreement, MacroGenics hereby grants to Green Cross a non-exclusive,

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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royalty-free, license, with the right to grant sublicenses, during the Term to use all Clinical Data and other data generated by MacroGenics pursuant to its performing its responsibilities under this Agreement for Green Cross to fulfill its obligations under this Agreement.

10.5 Negative Covenant. Each Party covenants that, except to the extent Third Parties generally are lawfully permitted to do so, it will not use or practice any of the other Party's intellectual property rights licensed to it under this Section 10 except for the purposes expressly permitted in the applicable license grant.

10.6 No Implied Licenses. Except as explicitly set forth in this Agreement, neither Party grants any license, express or implied, under its intellectual property rights to the other Party.

10.7 Diversion

(a) Green Cross hereby covenants and agrees that it will not, either directly or indirectly, promote, market, distribute, import, sell or have sold Products, including via the Internet or mail order, to any Third Party, address or Internet Protocol address outside of the Territory.

(b) If any of Green Cross' Products are diverted for use outside the Territory, the following shall apply: (i) if such Products were diverted by an identifiable customer, distributor, employee, consultant or agent of Green Cross then, upon the request of MacroGenics, Green Cross shall not sell such Products to, or allow the sale of such Products by, any such customer, distributor, employee, consultant or agent for the remaining Term and shall use Commercially Reasonable Efforts to buy back all such Products from such customer, distributor, employee, consultant or agent within *** of such request from MacroGenics; or (ii) Green Cross shall use Commercially Reasonable Efforts to investigate the location of such diverted Products and buy it back; but, if and to the extent that, Green Cross elects not to, or is unable to, buy back the applicable diverted Products, then MacroGenics may, in its sole discretion, buy back the applicable diverted Products, and Green Cross shall reimburse MacroGenics for all reasonable costs incurred by MacroGenics in connection with the buy-back or lost sales of any such diverted Products.

11. EXCLUSIVITY. During the Term, Green Cross shall not (either by itself, or with or through a Related Party or Third Party) Develop or Commercialize any (i) Product outside of the scope of this Agreement or (ii) Competing Product.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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12. CONFIDENTIALITY; PUBLICATION

12.1 Nondisclosure Obligation

(a) Definition and Restrictions. All Confidential Information disclosed by one Party to the other Party at any time, including, without limitation, before the Effective Date or after the expiration or termination of this Agreement, shall be maintained in confidence by the receiving Party and shall not be disclosed by the receiving Party to any Third Party or used by the receiving Party for any purpose except as set forth herein without the prior written consent of the disclosing Party, *** The following shall not be deemed Confidential Information for purposes of the restrictions set forth in this Section 12.3(a):

(i) Information that is known by the receiving Party at the time of its receipt, and not through a prior disclosure by the disclosing Party, as documented by the receiving Party's business records;

(ii) Information that is or becomes part of the public domain through no fault of the receiving Party;

(iii) Information that is subsequently disclosed to the receiving Party by a Third Party who may lawfully do so and is not under an obligation of confidentiality to the disclosing Party; and

(iv) Information that is developed by the receiving Party independently of Confidential Information received from the disclosing Party, as documented by the receiving Party's business records.

(b) Combinations. Any combination of features or disclosures shall not be deemed to fall within the exclusions set forth in Section 12.1(a) merely because individual features are published or available to the general public or in the rightful possession of the receiving Party unless the combination itself and principle of operation are published or available to the general public or in the rightful possession of the receiving Party.

(c) Exceptions. Notwithstanding the restrictions set forth in Section 12.1(a), the receiving Party may disclose Confidential Information of the other Party to:

(i) governmental or other regulatory agencies in order to obtain Patents or to gain or maintain approval to conduct clinical trials or to market Products, but such disclosure may be only to the extent reasonably necessary to obtain Patents or authorizations; or

(ii) as the receiving Party deems necessary to be disclosed, to its Affiliates, agents, consultants, or other Third Parties for the Development or

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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Commercialization of Product(s), or in connection with a licensing transaction related to such Product(s) or loan, financing or investment or acquisition, merger, consolidation or similar transaction (or for such entities to determine their interest in performing such activities) or in order to perform its obligations under this Agreement, in each case on the condition that any Third Parties, other than Regulatory Authorities, to whom such disclosures are made agree to be bound by confidentiality and non-use obligations substantially similar to those contained in this Agreement; provided that the term of confidentiality and non-use applicable to such Third Parties shall be no less than *** from the date of disclosure to them.

(d) Disclosure Required by Judicial or Administrative Process. If a Party is required by judicial or administrative process to disclose Confidential Information of the other Party that is subject to the non-disclosure provisions of this Section 12.1, such Party shall promptly inform the other Party of the disclosure that is being sought in order to provide the other Party an opportunity to challenge or limit the disclosure obligations. Confidential Information that is disclosed by judicial or administrative process shall remain otherwise subject to the confidentiality and non-use provisions of this Section 12.1, and the Party disclosing Confidential Information pursuant to law or court order shall take all steps reasonably necessary, including without limitation obtaining an order of confidentiality, to ensure the continued confidential treatment of such Confidential Information.

(e) Obligations Upon Termination. Upon the termination or expiration of this Agreement, or upon the earlier request of either Party, the receiving Party shall return to the disclosing Party, all of the disclosing Party's Confidential Information, including all copies thereof, provided that the receiving Party may retain one copy for archival purposes.

12.2 Publication

(a) Publication of Results. Green Cross and MacroGenics each acknowledge the other Party's interest in publishing the results of its activities under the Collaboration in order to obtain recognition within the scientific community and to advance the state of scientific knowledge. Each Party also recognizes the mutual interest in obtaining valid patent protection and in protecting business interests and trade secret information. Consequently, the JSC shall establish procedures for review of publications related to the Collaboration, ensuring that, except for disclosures permitted pursuant to Section 12.1, either Party and its employees wishing to make a publication related to work performed under this Agreement shall deliver to the other Party a copy of the proposed written publication or an outline of an oral disclosure at least *** prior to submission for publication or for presentation.

(b) Review of Publications and Presentations

(i) The reviewing Party shall have the right (a) to propose modifications to the publication or presentation for patent reasons, trade secret reasons,

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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or for purposes of removing the Confidential Information of the reviewing Party, or (b) to request a reasonable delay in publication or submission for presentation in order to protect trade secret or patentable information.

(ii) If the reviewing Party requests the removal of the reviewing Party's Confidential Information or a delay, the publishing Party shall remove such Confidential Information and delay submission for publication or submission for presentation for a period of *** to enable patent applications protecting each Party's rights in such Confidential Information to be filed in accordance with Section 15 below.

(iii) Upon expiration of such *** and satisfaction of any other conditions imposed by the JSC, the publishing Party shall be free to proceed with the publication or submission for presentation.

(iv) Upon request of the Party seeking publication, the reviewing Party shall consider expediting the time frames set forth in this Section 12.2.

(v) If the reviewing Party requests modifications to the publication or submission for presentation, the publishing Party shall edit such publication to prevent disclosure of the Confidential Information of the reviewing Party or trade secret or proprietary business information prior to submission for publication or for presentation.

12.3 Publicity; Use of Names

(a) Press Releases. The Parties shall issue a mutually acceptable press release announcing the execution of this Agreement. A Party may issue any subsequent press release relating to this Agreement or activities conducted hereunder upon prior written approval of the other Party, such approval not to be unreasonably withheld or delayed; provided, however, that no approval of the other Party shall be required if a subsequent press release or SEC filing solely discloses the information that (1) a milestone under this Agreement has been achieved and/or any payments associated therewith have been received; (2) the filing and/or approval of a BLA generally has occurred (provided, however, that specific dates of filing shall not be disclosed); (3) initiation of any Phase II Clinical Trial or later clinical trial; and (4) commercial launch of a Product or any information that has previously been approved and disclosed as permitted by this Section 12.3(a). In the case of items (1)-(4) of the preceding sentence, the disclosing Party shall provide the other Party a copy of such proposed disclosures at least *** prior to the proposed release and consider in good faith any comments the other Party may make, where practicable, and in light of any reporting obligations of such disclosing Party under applicable laws, rules or regulations, including without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission or any other governmental agency.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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(b) No Other Use of Company Names. Except as otherwise provided in this Section 12.3(b), neither Party shall use the name, trademark, trade name or logo of the other Party or its employees in any publicity or news release relating to this Agreement or its subject matter, without the prior express written permission of the other Party.

(c) Approved Press Releases. In addition and notwithstanding anything to the contrary herein, (a) if the relevant text of a proposed press release has already previously been reviewed and approved for disclosure by the other Party then such text may be disclosed or republished in such proposed press release provided that the Party issuing such press release provides notice to the other Party of such press release at least four (4) business days prior to the issuance of such press release, where practicable, and (b) if the relevant text of a proposed public announcement such as a corporate presentation or comments to analysts or investors has already previously been reviewed and approved for disclosure by the other Party (whether in the form of an approved press release or prior approved presentation materials, Q&A script or the like) then such text may be included in such proposed public announcement (but not a press release) without resubmission and review by the other Party.

(d) Existence of Agreement

(i) No Disclosure. Neither Party shall disclose the existence or terms of this Agreement pursuant to a press release or otherwise except as provided in this Section 12.3(d).

(ii) Permitted Disclosures

(A) Notwithstanding the terms of this Section 12, either Party shall be permitted to disclose the existence and terms of this Agreement and the conduct of the Collaboration under this Agreement, to the extent required, in the reasonable opinion of such Party's legal counsel, to comply with applicable laws, rules or regulations, including without limitation the rules and regulations promulgated by the United States Securities and Exchange Commission or any other governmental agency. The disclosing Party shall take reasonable and lawful actions to avoid and/or minimize the degree of such disclosure.

(B) Either Party may also disclose the existence and terms of this Agreement to its attorneys and advisors, and to potential acquirors, in connection with a potential acquisition or other change of control transaction and to existing and potential investors or lenders of such Party, as a part of their due diligence investigations, or to potential licensees or to permitted assignees in each case under an agreement to keep the terms of this Agreement confidential under terms of confidentiality and non-use substantially similar to the terms contained in this Agreement and to use such confidential information solely for the purpose of the contemplated transaction.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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(C) MacroGenics may also disclose the existence and terms of this Agreement pursuant to transactions related to the Commercialization or Development of MGAH22 or any Product (Licensing Transactions), in each case under an agreement to keep the terms of this Agreement confidential under terms of confidentiality and non-use substantially similar to the terms contained in this Agreement and to use such confidential information solely for the purpose of the contemplated transaction, provided that prior to the disclosure of the terms of this Agreement in connection with any Licensing Transaction, MacroGenics shall redact in any written summary or copy of this Agreement, all financial terms of this Agreement, in a manner substantially consistent with a form provided to Green Cross by MacroGenics on or before the Effective Date. The transactions described in Section 12.3(d)(ii)(B) shall not be deemed Licensing Transactions for purposes of this Section 12.3(d)(ii)(C).

13. REPRESENTATIONS AND WARRANTIES

13.1 Representations and Warranties of MacroGenics. MacroGenics represents and warrants to Green Cross that, as of the Effective Date:

(a) it has the full right, power and authority to enter into this Agreement, to perform the Collaboration, and to grant the licenses contemplated under Section 10, and the fulfillment of its obligations and performance of its activities hereunder do not materially conflict with, violate, or breach or constitute a default under any contractual obligation or court or administrative order by which MacroGenics is bound;

(b) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by MacroGenics as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained;

(c) it is the exclusive licensee of or otherwise Controls the right, title and interest in and to the MacroGenics Licensed Technology and MacroGenics Licensed Trademarks, and has the right to grant to Green Cross the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Green Cross' rights hereunder;

(d) to its knowledge, except for those licensed or sublicensed under the Upstream Agreements, the MacroGenics Licensed Patents and MacroGenics Licensed Know-how are not subject to any existing royalty or other payment obligations to any Third Party; and

(e) as of the Effective Date, to its knowledge, the issued Patents in the MacroGenics Licensed Patents are valid and enforceable and it is not aware of any action, suit, inquiry, investigation or other proceeding threatened, pending, or ongoing brought by any Third Party that challenges or threatens the validity or enforceability of

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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any of the MacroGenics Licensed Patents or that alleges the use of the MacroGenics Licensed Patents or the MacroGenics Licensed Know-how or the development, manufacture commercialization and use of the Products would infringe or misappropriate the intellectual property or intellectual property rights of any Third Party (and it has not received any notice alleging such an infringement or misappropriation). In the event that MacroGenics becomes aware of any such action or proceeding, it shall immediately notify Green Cross in writing.

13.2 Representations and Warranties of Green Cross. Green Cross represents and warrants to MacroGenics that as of the Effective Date:

(a) it has the full right, power and authority to enter into this Agreement, to perform the Collaboration, to grant the licenses granted hereunder, and the fulfillment of its obligations and performance of its activities hereunder do not materially conflict with, violate, or breach or constitute a default under any contractual obligation or court or administrative order by which Green Cross is bound;

(b) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Green Cross as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained.

(c) it is the exclusive licensee of or otherwise Controls the right, title and interest in and to the Green Cross Licensed Patents and Green Cross Licensed Know-how, and has the right to grant to MacroGenics the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with MacroGenics' rights hereunder;

(d) to its knowledge, the Green Cross Licensed Patents and Green Cross Licensed Know-how are not subject to any existing royalty or other payment obligations to any Third Party; and

(e) as of the Effective Date, to its knowledge, the issued Patents in the Green Cross Licensed Patents are valid and enforceable and it is not aware of any action, suit, inquiry, investigation or other proceeding threatened, pending, or ongoing brought by any Third Party that challenges or threatens the validity or enforceability of any of the Green Cross Licensed Patents or that alleges the use of the Green Cross Licensed Patents or the Green Cross Licensed Know-how or the development, manufacture commercialization and use of the Products would infringe or misappropriate the intellectual property or intellectual property rights of any Third Party (and it has not received any notice alleging such an infringement or misappropriation). In the event that Green Cross becomes aware of any such action or proceeding, it shall immediately notify MacroGenics in writing.

13.3 Upstream Agreements. MacroGenics represents, warrants and covenants to Green Cross that:

(a) Exhibit E lists all of the Upstream Agreements in existence as of the Effective Date. True and correct copies of the existing Upstream Agreements have previously been provided to Green Cross by MacroGenics, and copies of any additional Upstream Agreement entered following the Effective Date will be provided to Green Cross by MacroGenics. Notwithstanding the foregoing, prior to entering into additional Upstream Agreements, MacroGenics shall inform Green Cross to allow Green Cross to review the same.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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(b) The Upstream Agreements identified on Exhibit E are, to MacroGenics' knowledge, in full force and effect as of the Effective Date, and MacroGenics is not aware of any that it has committed any material breach of any of the provisions of any of such Upstream Agreements, nor does there exist any condition that, to the knowledge of MacroGenics, with passage of time or sending of notice would constitute a material breach by MacroGenics of any of the provisions of such Upstream Agreements, nor is MacroGenics aware of any material breach of such Upstream Agreements by any other party thereto.

(c) To the extent required to grant the licenses in this Agreement, MacroGenics has the right under the Upstream Agreements listed on Exhibit E to enter into this Agreement and grant the licenses contemplated hereby.

(d) MacroGenics will fulfill all of its material obligations under the Upstream Agreements and otherwise comply with the terms thereof. MacroGenics shall furnish to Green Cross copies of all notices received by MacroGenics relating to alleged breaches or defaults by MacroGenics of its obligations under the Upstream Agreements within five (5) business days of MacroGenics receipt thereof.

(e) To the extent MacroGenics is permitted or required under the terms of the Upstream Agreements to participate in the prosecution, maintenance, or enforcement or defense of any Patent or other intellectual property right sublicensed to Green Cross under this Agreement, MacroGenics shall do so after consultation with Green Cross and, as and to the extent permitted by the Upstream Agreements, Green Cross shall have the same rights with respect thereto as set forth in Section 15 hereof.

13.4 No Other Representations or Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, IS MADE OR GIVEN BY OR ON BEHALF OF A PARTY. ALL REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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14. INDEMNIFICATION

14.1 By Green Cross. Green Cross agrees to indemnify and hold harmless MacroGenics, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the MacroGenics Indemnitee(s)) from and against all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) incurred in connection with any claims, demands, actions or other proceedings by any Third Party (individually and collectively, Losses) first arising after the Effective Date to the extent arising from (a) activities performed by Green Cross or any of its Affiliates or Permitted Subcontractors with respect to the research, Development, manufacture, use, Commercialization or sale of MGAH22 or Products or any other exercise of their rights or performance of their obligations hereunder, (b) the use by Green Cross or any of its Related Parties or Permitted Subcontractors of the MacroGenics Licensed Patents or MacroGenics Licensed Know-how except as permitted in this Agreement, (c) the negligence, illegal conduct or willful misconduct of Green Cross, or (d) Green Cross' material breach of this Agreement, except to the extent such Losses arise out of any of MacroGenics Indemnitee's negligence, illegal conduct or willful misconduct, or breach of this Agreement.

14.2 By MacroGenics. MacroGenics agrees to indemnify and hold harmless Green Cross, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the Green Cross Indemnitee(s)) from and against all Losses to the extent arising from (a) activities performed by MacroGenics or any of its Affiliates or Permitted Subcontractors with respect to the research, Development, manufacture, use, Commercialization or sale of Products, (b) any latent or hidden defect in a Product that is not caused by any act or omission of Green Cross, (c) the use by Green Cross or any of its Related Parties or Permitted Subcontractors of the MacroGenics Licensed Patents or MacroGenics Licensed Know-how or any intellectual property rights under Upstream Agreements as permitted under this Agreement, (d) the negligence, illegal conduct or willful misconduct of MacroGenics, or (e) MacroGenics' material breach of this Agreement, except to the extent such Losses arise out of any of Green Cross Indemnitee's negligence, illegal conduct or willful misconduct, or breach of this Agreement.

14.3 Defense. If any such claims or actions are made, the Indemnitee shall be defended at the Indemnifying Party's sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee, provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such claim or action, subject to the terms of this Section 14.

14.4 Settlement. The Indemnifying Party may settle any such claim, demand, action or other proceeding or otherwise consent to an adverse judgment (a) with prior written notice to the Indemnitee but without the consent of the Indemnitee where the only liability to the Indemnitee is the payment of money and the Indemnifying Party makes such payment, or (b) in all other cases, only with the prior written consent of the Indemnitee, such consent not to be unreasonably withheld.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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14.5 Notice. The Indemnitee shall notify the Indemnifying Party promptly of any claim, demand, action or other proceeding under Section 14.1 or Section 14.2 and shall reasonably cooperate with all reasonable requests of the Indemnifying Party with respect thereto.

14.6 Permission by Indemnifying Party. The Indemnitee may not settle any such claim, demand, action or other proceeding or otherwise consent to an adverse judgment in any such action or other proceeding or make any admission as to liability or fault without the express written permission of the Indemnifying Party. Provided, however, that such permission shall not be required if such settlement does not involve (a) any admission of legal wrongdoing by the other Party's Indemnitee(s), or (b) the imposition of any equitable relief against the other Party's Indemnitee(s).

14.7 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES OR FOR LOST PROFITS ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 14.7 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER ARTICLE 14, OR DAMAGES AVAILABLE FOR A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS IN ARTICLE 12.

15. INVENTIONS; PATENT PROVISIONS

15.1 Ownership of Intellectual Property

(a) Ownership of MacroGenics IP. As between MacroGenics and Green Cross, MacroGenics shall remain the sole and exclusive owner of all MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and MacroGenics Licensed Know-how that exist as of the Effective Date.

(b) Ownership of Green Cross IP. As between Green Cross and MacroGenics, Green Cross shall remain the sole and exclusive owner of all Green Cross Licensed know-how that exists as of the Effective Date.

(c) Ownership of Jointly Owned IP. MacroGenics shall own all data, results and inventions, whether patentable or not, conceived or reduced to practice in the course of conducting the Collaboration solely by MacroGenics or its consultants or subcontractors, together with all intellectual property rights therein. Green Cross shall own all data, results and inventions, whether patentable or not, conceived or reduced to practice in the course of conducting the Collaboration solely by Green Cross or its

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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consultants or subcontractors, together with all intellectual property rights therein. MacroGenics and Green Cross shall jointly own all data, results and inventions, whether patentable or not, conceived or reduced to practice by MacroGenics and Green Cross jointly (Jointly Owned IP), together with all intellectual property rights therein, with each Party owning an undivided half interest and the right to exploit without the duty of accounting or seeking consent from the other Party to the extent to be permitted under Applicable Laws and Regulations.

15.2 Patent and Trademark Filing, Prosecution and Maintenance

(a) Overall Strategy. The JSC shall establish an overall strategy for the filing, prosecution and maintenance of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and Green Cross Licensed Patents in the Territory.

(b) Prosecution

(i) The responsibility for Patent Prosecution and Trademark Prosecution related to a Patent or Trademark that is within the MacroGenics Licensed Patents and MacroGenics Licensed Trademarks or the Green Cross Licensed Patents that is owned solely by a Party shall be the responsibility of such Party. Such Party shall keep the JSC and the other Party informed of the status of all such Patent Prosecution and Trademark Prosecution activities. MacroGenics shall be responsible for undertaking the Patent Prosecution with respect to Patents jointly owned by the Parties (the Jointly Owned Patents), and shall do as directed by the JSC.

(ii) MacroGenics shall keep the JSC and Green Cross informed of the status of all matters affecting Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks and Jointly Owned Patents in the Territory, including providing a copy of any correspondence from any governmental authorities to the JSC and Green Cross upon request, and consulting on the strategy and content of submissions to such governmental authorities in advance of any submissions.

(iii) Any dispute regarding Patent Prosecution and Trademark Prosecution of MacroGenics Licensed Patents, MacroGenics Licensed Trademarks, or Jointly Owned Patents, shall be resolved by the JSC.

(iv) Without limiting the generality of the foregoing, MacroGenics shall prosecute and maintain Jointly Owned Patents using outside counsel acceptable to Green Cross, and shall instruct such counsel to provide copies of correspondence and filings directly to Green Cross and otherwise permit Green Cross to participate with MacroGenics in any of the activities of such counsel with respect to the Patent and Trademark Prosecution of such Jointly Owned Patents. Before taking any material step in the Patent Prosecution or Jointly Owned Patents, MacroGenics and its counsel shall allow Green Cross a reasonable opportunity to comment on the action proposed to be taken, and agrees to incorporate in such filings all reasonable comments of Green Cross.

(v) Green Cross acknowledges and understands that its rights and obligations under this Section 15.2 are secondary to and shall be subject to any Third Party rights and obligations under the Upstream Agreements.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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(c) Patent and Trademark Oppositions. The JSC will decide whether and how to participate in Patent and Trademark oppositions and undertake activities intended to invalidate Third Party Patents.

15.3 Costs of Patent and Trademark Prosecution

(a) Costs. All outofpocket costs for Patent Prosecution and Trademark Prosecution of a Party's solely owned Patent or Trademark and for maintaining a Party's solely owned Patent or Trademark shall be solely incurred by and the sole responsibility of that Party. All outofpocket costs for Patent Prosecution of Jointly Owned Patents and for maintaining Jointly Owned Patents in the Territory shall be shared equally by the Parties. The outofpocket costs of MacroGenics' participation in Patent and Trademark oppositions, interferences and similar actions, and activities intended to invalidate Third Party Patents and Trademarks in the Territory shall be borne solely by Green Cross.

15.4 Patent and Trademark Prosecution Cooperation. With respect to all Patent Prosecution and Trademark Prosecution related to Patents and Trademarks included in MacroGenics Licensed Patents, MacroGenics Licensed Trademarks or Green Cross Licensed Patents, each Party shall:

(a) execute all further instruments to document their respective ownership consistent with this Agreement as reasonably requested by the other Party;

(b) make its employees, agents and consultants reasonably available to the other Party (or to the other Party's authorized attorneys, agents or representatives), to the extent reasonably necessary to enable the appropriate Party hereunder to undertake its Patent Prosecution and Trademark Prosecution responsibilities;

(c) cooperate, if necessary and appropriate, with the other Party in gaining Patent and Trademark term extensions; provided, however, that any dispute regarding the same shall be submitted to the JSC for resolution; and

(d) endeavor in good faith to coordinate its efforts under this Agreement with the other Party to minimize or avoid interference with the Patent Prosecution and Trademark Prosecution of the other Party's Patents and Trademarks.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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15.5 Enforcement

(a) Notice. Each Party shall promptly provide, but in no event later than ***, the other with written notice reasonably detailing any known or alleged infringement of any Patent or Trademark owned by the other Party and subject to a license under this Agreement.

(b) Enforcement of Intellectual Property Rights

(i) The sole owner of a Patent, Trademark, Know-how or Confidential Information shall have the exclusive right to institute and direct legal proceedings against any Third Party believed to be infringing such Patent or Trademark or misappropriating or otherwise violating such Know-how or Confidential Information. Green Cross shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold in the Territory. If Green Cross has the right to direct legal proceedings pursuant to this Section 15.5(b)(i) and does not abate such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then MacroGenics shall be entitled (but shall not be obligated) to take all actions reasonably necessary to abate such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary.

(ii) MacroGenics shall have the initial right to institute and direct legal proceedings against any Third Party believed to be infringing Jointly Owned Patents that claims or covers a Product sold outside the Territory. If MacroGenics does not abate such violation of Jointly Owned Patents, including by commencement of a lawsuit against the accused person if necessary, within *** after receiving notice of such infringement of Jointly Owned Patents and immediately after notice of other violation of such Jointly Owned Patents, then Green Cross shall be entitled (but shall not be obligated) to take all actions reasonably necessary to abate such violation in the Territory, including commencement of a lawsuit against the accused Third Party if necessary.

(iii) All amounts recovered from enforcement of any such rights by either Party in the Territory relating to the intellectual property licensed under this Agreement shall be first used to reimburse each Party's costs and expenses incurred in connection with such action, and any remainder of such recovery, other than amounts recovered as lost profits, shall be retained by the Party instituting the action, provided that any remainder retained by Green Cross shall be treated as Net Sales and shall be subject to Green Cross' royalty payment obligations at the applicable rate specified in Section 8.5. For amounts recovered as lost profits the amount of Net Sales represented by such lost profits and Green Cross shall be obligated to pay MacroGenics any amounts due under this Agreement if such projected Net Sales were actually made by Green Cross. All amounts recovered from

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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enforcement of any such rights by either Party outside the Territory relating to Jointly Owned Patents shall be first used to reimburse each Party's costs and expenses incurred in connection with such action, and any remainder of such recovery, shall be retained by the Party instituting the action.

(c) Cooperation in Enforcement Proceedings. For any action by a Party pursuant to subsection (b) above, in the event that such Party is unable to initiate or prosecute such action solely in its own name, the other Party will join such action voluntarily and will execute all documents necessary for such Party to initiate, prosecute and maintain such action. If either Green Cross or MacroGenics initiates an enforcement action pursuant to Section 15.5(b), then the other Party shall cooperate to the extent reasonably necessary and at the first Parties' sole expense (except for the expenses of the noncontrolling Party's counsel, if any). Upon the reasonable request of the Party instituting any such action, such other Party shall join the suit and can be represented in any such legal proceedings using counsel of its own choice. Each Party shall assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof.

(d) Status; Settlement. The Parties shall keep each other informed of the status of and of their respective activities regarding any enforcement action pursuant to Section 15.5(b). Neither Party shall settle any litigation or legal proceeding in the Territory to enforce MacroGenics Licensed Patents or MacroGenics Licensed Trademarks without the other Party's written authorization.

15.6 Defense

(a) Notice of Allegations. Each Party shall notify the other in writing of any allegations it receives from a Third Party that the manufacture, production, use, development, sale or distribution of any Product or any technology or intellectual property licensed by a Party under this Agreement infringes the intellectual property rights of such Third Party. Such notice shall be provided promptly, but in no event after more than fifteen (15) business days, following receipt of such allegations.

(b) Notice of Suit. In the event that a Party receives notice that it or any of its Affiliates have been individually named as a defendant in a legal proceeding by a Third Party alleging infringement of a Third Party's Patents or other intellectual property right as a result of the manufacture, production, use, development, sale or distribution of Products or any technology or intellectual property licensed by a Party under this Agreement, such Party shall immediately notify the other Party in writing and in no event notify such other Party later than *** after the receipt of such notice. Such written notice shall include a copy of any summons or complaint (or the equivalent thereof) received regarding the foregoing. Each Party shall assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof. In such event, the Parties shall agree how best to mitigate or control the defense of any such legal proceeding; provided however, that if either Party or any of its Affiliates have been individually named as a defendant in a legal proceeding relating to

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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the alleged infringement of a Third Party's Patents or other intellectual property right as a result of the manufacture, production, use, development, sale or distribution of Products, the other Party shall be allowed to join in such action, at its own expense.

(c) Status; Settlement. The Parties shall keep each other informed of the status of and of their respective activities regarding any litigation or settlement thereof initiated by a Third Party in the Territory concerning a Party's manufacture, production, use, development, sale or distribution of Products or any technology or intellectual property licensed by a Party under this Agreement; provided, however, that no settlement or consent judgment or other voluntary final disposition of a suit under this Section 15.6(c) may be undertaken by a Party without the consent of the other Party which consent shall not be unreasonably withheld or delayed.

16. TERMS AND TERMINATION

16.1 Term. Unless earlier terminated, this Agreement shall continue in effect until the expiration of the Royalty Term as defined in Section 1.87 (Term), and thereafter Green Cross has no remaining payment obligations with respect to the Products pursuant to Section 8.5 above and MacroGenics shall have no further obligations hereunder.

16.2 Termination for Change in Control of Green Cross. In the event of a Change in Control involving Green Cross, Green Cross shall provide prompt written notice to MacroGenics following such Change in Control, and MacroGenics may, in its sole discretion, terminate this Agreement by providing written notice to Green Cross within *** of MacroGenics' receipt of such written notice of the Change in Control.

16.3 Termination for Change in Control of MacroGenics. In the event of a Change in Control involving MacroGenics, MacroGenics shall provide prompt written notice to Green Cross following such Change in Control, and Green Cross may, in its sole discretion, terminate this Agreement by providing written notice to MacroGenics within *** of Green Cross' receipt of such written notice of the Change in Control.

16.4 Termination for Challenge to Patent Validity. MacroGenics may terminate this Agreement immediately upon written notice to Green Cross in the event Green Cross or any of its Affiliates:

(a) directly or indirectly oppose, or assist any Third Party to oppose, in any patent office proceeding, the grant of any patent or patent application within the MacroGenics Licensed Patents, or, in any patent office proceeding, dispute or directly or indirectly assist any Third Party to dispute, the validity of any patent within the MacroGenics Licensed Patents or any of the claims thereof, including opposing any application for amendment thereto;

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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(b) directly or indirectly oppose, or assist any Third Party to oppose, in any court proceeding, the grant of any patent or patent application within the MacroGenics Licensed Patents, or, in any court proceeding, dispute or directly or indirectly assist any Third Party to dispute, the validity of any patent within the MacroGenics Licensed Patents or any of the claims thereof; or

(c) bring any claim or proceedings of whatever nature in relation to the MacroGenics Licensed Patents against MacroGenics and/or any of MacroGenics' Affiliates (or in respect of the foregoing their directors and officers) in respect of any activities carried out by them under any MacroGenics Licensed Patents which may be the subject of a Valid Claim of the MacroGenics Licensed Patents.

16.5 Termination for Cause. This Agreement may be terminated at any time during the Term upon written notice by either Party if the other Party is in material breach of its other obligations under this Agreement and, in each case, has not cured such breach within *** after notice requesting cure of the breach (other than for non-payment which shall be cured within ***).

16.6 Effect of Termination

(a) If MacroGenics terminates this Agreement pursuant to Section 16.2, 16.4, or pursuant to Section 16.5 for cause based on material breach by Green Cross:

(i) Green Cross shall pay any amounts due pursuant to Section 8 prior to the date of termination;

(ii) For the avoidance of doubt, the licenses and sublicenses granted to Green Cross under Sections 10.1(a) and 10.4 shall terminate;

(iii) Green Cross shall return to MacroGenics all Products (including, without limitation, all MGAH22) within its possession or control and arrange for the Green Cross Sublicensees to return to MacroGenics all Products (including, without limitation, all MGAH22) within such Green Cross Sublicensees' possession or control;

(iv) Green Cross shall cease to research, develop, market and sell any Product that infringes a Valid Claim in a MacroGenics Licensed Patent;

(v) for the Products (including, without limitation, MGAH22), Green Cross shall assign and promptly transfer to MacroGenics, at no expense to MacroGenics, all of Green Cross' right, title and interest in and to (A) all regulatory filings (such as INDs, CTAs and drug master files), Regulatory Approvals, and clinical trial agreements (to the extent assignable and not cancelled) for such Products(s), to the extent that MacroGenics elects to continue development of such Product(s); (B) all data, including clinical data, materials and information of any kind

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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or nature whatsoever, in Green Cross' possession or in the possession of its Affiliates or its or their respective agents related to such Product(s); (C) all trademarks related to such Products (if such termination occurs after approval of such trademark by a Regulatory Authority); and (D) all material information, and any other information reasonably requested and required by MacroGenics, relating to the manufacture of such Products;

(vi) all sublicenses under the rights granted pursuant to Section 10.1(b) shall terminate; and

(vii) MacroGenics shall revoke (and Green Cross shall allow revocation of) any powers of attorney for any MacroGenics Licensed Patents that Green Cross holds as of the time of such termination; and

(b) If Green Cross terminates this Agreement pursuant to Section 16.3:

(i) The provisions of Section 16.6(a) shall apply;

(ii) Notwithstanding anything to the contrary, MacroGenics shall continue to provide Green Cross, for up to ***, the Products (including, without limitation, all MGAH22), at the request of Green Cross in accordance with the terms of Section 6.2; and

(c) If Green Cross terminates this Agreement pursuant to Section 16.5 for cause based on material breach by MacroGenics:

(i) As full satisfaction of any claims Green Cross may have based upon such material breach and termination, ***:

(1) Such material breach by MacroGenics results in a substantial reduction in the profit Green Cross would have received if such material breach and termination had not occurred;

(2) MacroGenics committed such material breach other than as a result of a material breach committed by Green Cross; and

(3) Both Parties agree in writing not to undertake arbitration in accordance with Section 17.7 to determine whether MacroGenics committed a material breach.

(ii) For the avoidance of doubt, the license granted under Section 10.3 shall terminate;

(iii) The provisions of Section 16.6(a) shall apply;

(iv) Notwithstanding anything to the contrary, MacroGenics shall continue to provide Green Cross, for up to***, the Products (including, without limitation, all MGAH22), at the request of Green Cross in accordance with the terms of Section 6.2; and

(v) Green Cross shall revoke (and MacroGenics shall allow revocation of) any powers of attorney for any Green Cross Licensed Patents that MacroGenics holds as of the time of such termination.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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(d) Return of Confidential Information. Upon expiration or termination of this Agreement, the Parties shall comply with Section 12.1(e).

16.7 Survival. The following provisions shall survive the termination or expiration of this Agreement for any reason: Sections 1, 8.9, 8.11, 9, 10.4 (with respect to the license granted to MacroGenics), 12 (to the extent provided therein), 13, 14, 15.1, 16 and 17.

17. MISCELLANEOUS

17.1 Force Majeure. Neither Party shall be held liable to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in performing any obligation under this Agreement to the extent such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party including, but not limited to, embargoes, war, acts of war (whether war be declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, fire, floods, or other acts of God, or acts, omissions or delays in acting by any governmental authority or the other Party (Force Majeure). The affected Party shall notify the other Party of such force majeure circumstances as soon as reasonably practical, and shall promptly undertake all reasonable efforts necessary to cure such force majeure circumstances. In the event a Party is unable to perform its obligations under this Agreement due to Force Majeure for a period of ***, the other Party shall have the option of unilaterally terminating this Agreement upon providing *** written notice.

17.2 Section 365(n) of the Bankruptcy Code. All rights and licenses granted under or pursuant to any section of this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to intellectual property as defined under Section 101(35A) of the U.S. Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the U.S. Bankruptcy Code. The Parties agree that a Party that is a licensee of such rights under this Agreement shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and that upon commencement of a bankruptcy proceeding by or against the licensing Party (such Party, the Involved Party) under the U.S. Bankruptcy Code, the other Party (such Party, the Noninvolved Party) shall be entitled to a complete duplicate of or complete access to (as such Noninvolved Party deems appropriate), any such intellectual property and all embodiments of such intellectual property, provided the Noninvolved Party continues to fulfill its payment or royalty obligations as specified herein in full. Such intellectual property and all

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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embodiments thereof shall be promptly delivered to the Noninvolved Party (a) upon any such commencement of a bankruptcy proceeding upon written request therefor by the Noninvolved Party, unless the Involved Party elects to continue to perform all of its obligations under this Agreement or (b) if not delivered under (a) above, upon the rejection of this Agreement by or on behalf of the Involved Party upon written request therefor by Noninvolved Party. The foregoing is without prejudice to any rights the Noninvolved Party may have arising under the U.S. Bankruptcy Code or other applicable law.

17.3 Assignment. Neither Party may assign its rights and obligations under this Agreement without the prior written consent of the other Party, provided that either Party may assign its rights and obligations under this Agreement, without such consent from the other Party, to its Affiliate or any successor in interest in connection with the sale of all or substantially all of its assets or a sale of all or substantially of the business related to MGAH22 or a Product, or a merger, acquisition or other similar transactions. For the avoidance of doubt, the terms and conditions of this Agreement shall be binding on the permitted successors and assignees of each Party.

17.4 Severability. If any one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless the absence of the invalidated provision(s) adversely affects the substantive rights of the Parties. The Parties shall in such an instance use their best efforts to replace the invalid, illegal or unenforceable provision(s) with valid, legal and enforceable provision(s) which, insofar as practical, implement the purposes of this Agreement.

17.5 Notices. All notices which are required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by facsimile (and promptly confirmed by personal delivery, registered or certified mail or overnight courier), sent by nationally-recognized overnight courier or sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: if to MacroGenics, to:

1500 East Gude Drive Rockville, MD 20850 Attention: Chief Executive Officer Facsimile: ***

with copy to: (which shall not constitute notice)

Arnold & Porter, LLP 1600 Tysons Boulevard Suite 900 McLean, VA 22102 Attention: *** Facsimile: ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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if to Green Cross, to:

Green Cross Corporation 303 Bojeong-dong, Giheung-gu Yongin, 446-770, Korea Attn: President Facsimile: ***

with copy to:

Green Cross Corporation 303 Bojeong-dong, Giheung-gu Yongin, 446-770, Korea Attn: *** Facsimile: ***

or to such other address as the Party to whom notice is to be given may have furnished to the other Party in writing in accordance herewith. Any such notice shall be deemed to have been given upon receipt.

17.6 Applicable Law. All questions of inventorship will be determined in accordance with ***. In respect to all other Patent issues related to the enforceability or validity of a Patent, the laws of the jurisdiction in which the applicable Patent is filed or granted shall govern. Except as otherwise indicated, in all other respects, the right and obligations of the Parties under this Agreement shall be governed by and construed in accordance with the laws of the ***.

17.7 Arbitration

(a) All disputes arising out of or in connection with the Agreement shall be finally settled under the Rules of Arbitration of the *** by three (3) arbitrators (Arbitral Tribunal).

(b) Each Party shall nominate one arbitrator. Should the claimant fail to appoint an arbitrator in the Request for Arbitration within *** days of being requested to do so, or if the respondent should fail to appoint an arbitrator in its Answer to the Request for Arbitration within *** days of being requested to do so, the other party shall request the *** to make such appointment.

(c) The arbitrators nominated by the parties shall, within *** from the appointment of the arbitrator nominated in the Answer to the Request for Arbitration, and after consultation with the parties, agree and appoint a third arbitrator, who will act as a chairman of the Arbitral Tribunal. Should such procedure not result in an appointment within the *** time limit, either party shall be free to request the *** to appoint the third arbitrator.

(d) *** shall be the seat of the arbitration.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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(e) The language of the arbitration shall be English. Documents submitted in the arbitration (the originals of which are not in English) shall be submitted together with an English translation.

(f) This arbitration agreement does not preclude either party seeking conservatory or interim measures from any court of competent jurisdiction including, without limitation, the courts having jurisdiction by reason of either party's domicile. Conservatory or interim measures sought by either party in any one or more jurisdictions shall not preclude the Arbitral Tribunal granting conservatory or interim measures. Conservatory or interim measures sought by either party before the Arbitral Tribunal shall not preclude any court of competent jurisdiction granting conservatory or interim measures.

(g) In the event that any issue shall arise which is not clearly provided for in this arbitration agreement the matter shall be resolved in accordance with the *** Arbitration Rules.

17.8 Entire Agreement; Amendments. The Agreement contains the entire understanding of the Parties with respect to the Collaboration and licenses granted hereunder. All express or implied agreements and understandings, either oral or written, with regard to the Collaboration and the licenses granted hereunder are superseded by the terms of this Agreement. The Agreement may be amended, or any term hereof modified, only by a written instrument duly executed by authorized representatives of both Parties hereto.

17.9 Headings. The captions to the several Sections hereof are not a part of the Agreement, but are merely for convenience to assist in locating and reading the several Sections and Sections of this Agreement.

17.10 Independent Contractors. It is expressly agreed that MacroGenics and Green Cross shall be independent contractors and that the relationship between the two Parties shall not constitute a partnership, joint venture or agency. Neither MacroGenics nor Green Cross shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior written consent of the other Party.

17.11 Waiver. The waiver by either Party of any right hereunder, or the failure of the other Party to perform, or a breach by the other Party, shall not be deemed a waiver of any other right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise.

17.12 Cumulative Remedies. No remedy referred to in this Agreement is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to in this Agreement or otherwise available under law.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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17.13 Waiver of Rule of Construction. Each Party has had the opportunity to consult with counsel in connection with the review, drafting and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement shall be construed against the drafting Party shall not apply.

17.14 Counterparts. The Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17.15 Further Assurances. Each Party will duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents and instruments, as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes, or to better assure and confirm unto such other Party its rights and remedies under this Agreement.

17.16 Construction. Except where the context otherwise requires, wherever used, the singular will include the plural, the plural the singular, the use of any gender will be applicable to all genders, and the word or is used in the inclusive sense (and/or). The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The term including as used herein means including, without limiting the generality of any description preceding such term. References to Section or Sections are references to the numbered sections of this Agreement, unless expressly stated otherwise. All dollars are United States Dollars.

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

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The Parties have executed this Agreement as of the Effective Date. Green Cross Corporation MacroGenics, Inc.

By: /s/ B. G. Rhee By: /s/ Scott Koenig Name: B. G. Rhee Name: Scott Koenig Title: President Title: President and CEO

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

54

Exhibit A

MacroGenics Licensed Patents *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

55

Exhibit B

MacroGenics Licensed Trademarks

***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

56

Exhibit C

Phase I Clinical Development Plan

****** *** *** ***

A.*** 1. *** *** *** *** 2. *** *** *** 3. *** *** *** *** *** 4. *** *** 5. *** *** 6. *** *** 7. *** *** *** *** *** *** *** 8. *** *** *** *** *** *** *** *** *** 9. *** *** *** *** *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

57

*** *** ***

*** *** *** 10. *** *** *** *** *** *** *** *** *** 11. *** *** 12. *** *** 13. *** *** 14. *** *** 15. *** *** *** *** *** *** B. *** 1. *** *** 2. *** *** 3. *** *** *** 4. *** *** 5. *** *** 6. *** *** C. *** 1. *** *** 2. *** *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

58

*** *** ***

3. *** *** 4. *** *** 5. *** *** 6. *** *** 7. *** *** *** *** *** *** 8. *** *** D. *** 1. *** *** *** 2. *** *** *** 3. *** *** *** 4. *** *** *** 5. *** *** 6. *** *** E. *** 1. *** *** 2. *** *** 3. *** *** 4. *** *** *** 5. *** *** *** 6. *** *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

59

*** *** ***

7. *** *** 8. *** *** 9. *** *** *** 10. *** *** 11. *** *** 12. *** *** *** 13. *** *** 14. *** *** 15. *** *** *** 16. *** *** *** 17. *** *** *** F. *** 1. *** *** *** *** *** *** *** *** *** *** 2. *** *** *** *** *** 3. *** *** *** *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

60

*** *** ***

*** *** *** *** G. *** 1. *** *** 2. *** *** 3. *** *** 4. *** *** 5. *** *** 6. *** *** H. *** 1. *** *** 2. *** *** 3. *** *** 4. *** *** *** 5. *** *** 6. *** *** 7. *** *** 8. *** *** 9. *** *** 10. *** *** 11. *** *** 12. *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

61

*** *** ***

13. *** *** 14. *** *** I. *** 1. *** *** *** 2. *** *** 3. *** *** *** J. *** 1. *** *** 2. *** *** 3. *** *** 4. *** *** 5. *** *** 6. *** *** 7. *** *** 8. *** *** 9. *** *** 10. *** *** 11. *** *** 12. *** *** 13. *** *** *** 14. *** *** 15. *** *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

62

*** *** ***

16. *** *** 17. *** *** K. *** 1. *** *** 2. *** *** 3. *** *** 4. *** *** 5. *** *** 6. *** *** 7. *** *** *** *** 8. *** *** 9. *** *** 10. *** *** *** 11. *** *** 12. *** *** L. *** 1. *** *** *** 2. *** *** 3. *** *** *** 4. *** *** 5. *** *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

63

*** *** ***

6. *** *** M. *** 1. *** *** 2. *** *** 3. *** *** N. *** 1. *** *** 2. *** *** 3. *** *** 4. *** *** 5. *** *** 6. *** *** 7. *** *** 8. *** *** O. *** 1. *** *** 2. *** *** 3. *** *** 4. *** *** 5. *** *** 6. *** *** 7. *** *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

64

*** *** ***

8. *** *** 9. *** *** 10. *** *** 11. *** *** *** 12. *** *** 13. *** *** *** *** *** *** 14. *** *** 15. *** *** 16. *** *** 17. *** *** 18. *** *** 19. *** *** 20. *** *** 21. *** *** 22. *** *** 23. *** *** *** 24. *** *** 25. *** *** 26. *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

65

*** *** ***

27. *** *** 28. *** *** 29. *** *** 30. *** *** P. *** 1. *** *** 2. *** *** 3. *** *** 4. *** *** 5. *** *** 6. *** *** 7. *** *** 8. *** *** 9. *** *** 10. *** *** 11. *** *** 12. *** *** 13. *** *** Q. *** 1. *** *** 2. *** *** 3. *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

66

*** *** ***

4. *** *** *** *** 5. *** *** R. *** 1. *** *** 2. *** *** 3. *** *** 4. *** *** 5. *** *** *** 6. *** *** *** 7. *** *** 8. *** *** 9. *** *** *** *** *** *** 10. *** *** 11. *** *** 12. *** *** 13. *** *** 14. *** *** 15. *** *** 16. *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

67

*** *** ***

*** *** 17. *** *** 18. *** *** 19. *** *** 20. *** *** *** 21. *** *** 22. *** *** a. *** *** S. *** 1. *** *** 2. *** *** 3. *** *** 4. *** *** 5. *** *** 6. *** *** 7. *** *** 8. *** *** *** 9. *** *** 10. *** *** 11. *** *** 12. *** *** T. ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

68

*** *** ***

1. *** *** 2. *** *** 3. *** *** 4. *** *** 5. *** *** 6. *** *** 7. *** *** 8. *** *** 9. *** *** 10. *** *** 11. *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

69

Exhibit D

Phase II Clinical Development Plan

****** *** ***

*** *** *** *** *** ***

*** *** *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

70

Exhibit E

Upstream Agreements

***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

71

Exhibit F

Joint Steering Committee

MacroGenics:

1) ***

2) ***

3) ***

Green Cross:

1) ***

2) ***

3) ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

72

Exhibit G

SAFETY DATA EXCHANGE AGREEMENT COMPONENTS

***

***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

73

Exhibit H Product Royalty Rates *** ***

*** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** ***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

74

*** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** ***

***

***

***

***

*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.

75
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty's ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

A: (b) directly or indirectly oppose, or assist any Third Party to oppose, in any court proceeding, the grant of any patent or patent application within the MacroGenics Licensed Patents, or, in any court proceeding, dispute or directly or indirectly assist any Third Party to dispute, the validity of any patent within the MacroGenics Licensed Patents or any of the claims thereof; or

(c) bring any claim or proceedings of whatever nature in relation to the MacroGenics Licensed Patents against MacroGenics and/or any of MacroGenics' Affiliates (or in respect of the foregoing their directors and officers) in respect of any activities carried out by them under any MacroGenics Licensed Patents which may be the subject of a Valid Claim of the MacroGenics Licensed Patents.
****
Q: EXHIBIT 10.3

[ENTERPRISE LOGO APPEARS HERE]

ENTERPRISE TRANSPORTATION COMPANY a division of Enterprise Products Company P.O. BOX 4324 . PHONE 713 / 880-6500 Contract No. 017 HOUSTON, TX 77210 ______ Date: June 1, 1998

TRANSPORTATION CONTRACT

THIS CONTRACT is entered into by and between ENTERPRISE TRANSPORTATION COMPANY, a division of Enterprise Products Company, (Carrier),

and ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership - ------------------------------------------------------------------------------

P.O. Box 4324 Houston, TX 77210 (Shipper). - ------------------------------------------------------------------------------ (Address) (City) (State)

Shipper is engaged in business as a manufacturer, distributor or dealer of chemicals or petroleum products (COMMODITIES), and Shipper requires transportation of Commodities in intrastate, interstate or foreign commerce;

Carrier is authorized to provide transportation for Shipper as a motor contract carrier under authority issued by the U.S. Department of Transporation in Docket No. MC-121496.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:

1. Shipper shall tender commodities to Carrier for transportation by Carrier in a specialized service designed to meet the distinct needs of Shipper in interstate or foreign commerce between points in the United States.

2. Shipper shall tender to Carrier and Carrier shall transport in a series of shipments not less than 10,000 pounds of Commodities per year.

3. As compensation for the services provided by Carrier under this contract, Shipper shall pay Carrier in accordance with 1) Rate Appendices making reference to this contract which shall from time to time be agreed to between the parties and 2) Carrier's Contract Carriage Rules and Regulations attached as Exhibit A, which are incorporated in this contract by this reference for all purposes (collectively, the Schedule).

4. This contract shall be for a term of one year commencing on the date first above written; thereafter, it shall automatically continue until terminated by either party upon not less than thirty (30) days prior written notice to the other party.

THIS CONTRACT IS SUBJECT TO THE TERMS AND CONDITIONS ON THE REVERSE SIDE.

ENTERPRISE PRODUCTS OPERATING L.P. ENTERPRISE TRANSPORTATION COMPANY By Enterprise Products GP, LLC, its general partner (Shipper)

By: /s/ A.W. Bell By: /s/ Gary Miller ---------------------------- -------------------------------------- Title: Executive Vice President Title: Executive Vice President ------------------------- ----------------------------------

TERMS AND CONDITIONS

1. For each shipment under this contract, Shipper shall designate the points of origin and destination and any point or points where stopoffs shall be made for partial loading or unloading. Shipper shall exert its best efforts to load each shipment to the lawful capacity of Carrier's vehicle. Each shipment shall be evidenced by a shipping document signed by Carrier, consignor and consignee, showing the kind and quantity of Commodities received and delivered by Carrier at the loading and unloading points, respectively; provided, however, the provisions of any shipping document, bill of lading or other instrument to the contrary notwithstanding, this contract and the Schedule shall exclusively govern the relationship of the parties with respect to the subject matter of this contract.

2. (a) Carrier shall invoice Shipper for the services provided under this contract promptly upon performance. All sums due under any invoice shall be payable without discount upon receipt of the invoice. Amounts more than 30 days past due shall bear interest from the due date to the date of payment at the lesser of 1) the rate of interest established by Chase Manhattan Bank, New York, NY, from time to time as its prime rate, plus two (2) percent, or 2) the maximum non-usurious interest rate which may be charged Shipper pursuant to applicable Texas law, Article 5069-1.04 Texas Rev. Civ. Stat., as amended.

(b) All sums due under this contract are payable at Carrier's offices in Houston, Harris County, Texas.

3. (a) Carrier shall perform services under this contract as an independent contractor and shall have exclusive control and direction of its employees and exclusive responsibility to Shipper for any of Carrier's owner-operator contractors engaged in the performance of this contract. Carrier shall pay all wages, local, state, and federal payroll taxes or contributions or taxes for unemployment insurance, worker's compensation, pensions, social security and related protection with respect to its employees.

(b) Carrier shall, at its sole cost and expense, furnish all vehicles, fuel, oil, tires, and other parts, maintenance, supplies, drivers and equipment necessary or required for the performance of the services to be provided under this contract. Carrier shall procure and maintain all licenses and permits required by local, state, or federal law and comply with all applicable laws, regulations and governmental orders with respect to the services to be provided under this contract.

4. (a) Carrier shall, at its sole cost and expense, procure and maintain liability insurance with a reputable and financially responsible insurance carrier or carriers properly insuring Carrier against liability and claims for injuries to persons (including injuries resulting in death) and for damage to property in amounts not less than the Minimum Levels of Financial Responsibility for Motor Carriers prescribed by the U. S. Department of Transportation (49 CFR (S)387 et seq.).

(b) Subject to the limits of the insurance coverages specified in paragraph 4 (a) above, Carrier shall defend, indemnify and hold Shipper harmless from and against all loss, damage, expense, actions and claims for injury to persons (including injury resulting in death) and loss of or damage to property arising out of or in connection with Carrier's negligence in the performance of this contract; provided, however, Carrier shall not be liable for loss of or damage to Commodities transported to the extent such loss or damage was not caused by Carrier's negligence and was caused by an act of God, the public enemy, the act of Shipper or the inherent vice of the Commodities. Where personal injury or death or loss of or damage to property arises out of the joint negligence of Carrier and Shipper, Carrier's duty of indemnification shall be in proportion to its allocable share of such joint negligence. In no event shall Carrier be liable for any lost profits or special, indirect or consequential damages.

5. If either party is rendered unable, wholly or in part, by force majeure or any other cause of any kind not reasonably foreseeable or within its control to perform or comply with any obligation or condition of this contract, then upon giving notice and reasonably full particulars to the other party such obligation or condition shall be suspended during the continuance of the inability so caused, and such party shall be relieved of liability and shall suffer no prejudice for failure to perform during such period; provided, however, obligations to make payment for amounts then accrued or due under this contract shall not be suspended, and the cause of suspension (other than strikes or differences with workers) shall be remedied insofar as possible with reasonable dispatch. Settlement of strikes and differences with workers shall be wholly within the discretion of the party having the difficulty. The term force majeure shall include, without limitation, acts of God and the public enemy, the elements, fire, accidents, breakdown, strikes, and any other industrial, civil or public disturbance, inability to obtain materials, supplies. permits or labor, any laws, orders, rules, regulations, act or restraints of government or governmental body or authority, civil or military.

6. (a) if either party should make a general assignment for the benefit of creditors or if a receiver should be appointed on account of the insolvency of either party, the other party may, without prejudice to any other right or remedy, terminate this contract upon seven (7) days prior written notice.

(b) Termination of this contract for any reason shall not release either party from any obligation that may have accrued before such termination, nor shall it preclude either party from exercising any remedies it might have in law or equity to enforce such obligations.

7. No waiver by Shipper or Carrier of any default of the other under this contract shall operate as a waiver of any future default, whether of like or different character.

8. Any notice in writing by one party under this contract shall be given by registered or certified mail, return receipt requested, to the other party at its address shown on the first page or to such other address as such party may from time to time specify by notice given according to this provision. A U.S. Postal Service receipt showing the delivery of such notice and the date thereof shall be prima facie evidence of the giving of such notice on the date of such receipt.

9. (a) This contract shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

(b) This contract shall not be assigned in whole or in part by either party without the prior written consent of the other, except that a party may assign this contract to a successor entity as a result of a merger or consolidation or to another entity which acquires substantially all of the assets of that party.

10. The terms and conditions of this contract and all information concerning the business, customers, products, and processes of each party which may come into the possession of the other party during the course of the negotiation or performance of this contract are confidential and shall not be disclosed to any third party without the prior written consent of the other party; provided, however, either party may disclose information concerning this contract to any independent public accounting firm retained to perform an annual financial audit of that party. This obligation of confidentiality shall expire two (2) years from the date of the last shipment under this contract.

11. This contract contains the entire understanding between the parties and may not be changed, waived, or modified unless in writing signed by authorized representatives of the parties; provided, however, Rate Appendices making reference to this contract may be confirmed by telecopy or similar written record of electronic transmission between the parties.

12. This contract shall be governed by and construed in accordance with the laws of the State of Texas, excluding any binding conflict of laws rule which might refer such construction to the laws of another state. Any lawsuit related to or arising out of this contract shall be brought only in the United States District Court for the Southern District of Texas (Houston Division) or in the District Court of Harris County, Texas, to which venue and non-exclusive jurisdiction each party expressly consents for itself and in respect of its property for all purposes.

EXHIBIT A

ENTERPRISE TRANSPORTATION COMPANY

CONTRACT CARRIAGE RULES AND REGULATIONS

[ENTERPRISE LOGO APPEARS HERE]

TABLE OF CONTENTS

100 Charges Generally 110 Governing Publications 115 Reference to Tariffs, Schedules 120 Definitions 125 Terminals

200 Application of Rates - From and To Places Within or Adjacent to Incorporated Municipalities or Unincorporated Communities. 215 Distances in Excess of Those Shown in Rate Scales 217 Distances - Method of Computing 220 Backhauls and Continuous Movements 230 Mixed Shipments - Truckload 235 Fractions 240 Pickup or Delivery Service 245 Holidays 250 Prepayment 260 Return Shipments - Tendered for Vehicles Enroute 263 Reconsignment or Diversion 265 Rejected, Undelivered Shipments 270 Shipments to and from Points in Canada and Mexico 280 Weighing and Weights 285 Weight 300 Shipment Documentation and Loading and Unloading Directions 305 Loading by Consignor - Unloading by Consignee 310 Cleaning 320 Delivery Schedules 330 Detour Routes 340 Impracticable Operations 350 Special Service 360 Stopoffs 370 Tender of Shipments 375 Tank Vehicle or Other Equipment Ordered by the Shipper for Loading

400 Claims for Cargo Loss or Damage 410 Claims for Overcharge, Duplicate Payment or Overcollection 500 Allowance for Use of Shipper's Trailer 510 Setting Out Trailers and Tractors Used for Spotting 520 Waiting at Port of Entry 525 Detention of Vehicles 530 Expedited Service 535 C.O.D. Shipments 540 Hose - Charges for Furnishing 550 Loading and/or Unloading Service 560 Overnight Layovers 570 Heating in Transit 575 Steam Heating 580 Standby Equipment - Exclusive Use 590 Vehicle Furnished But Not Used

ENTERPRISE TRANSPORTATION COMPANY CONTRACT CARRIAGE RULES AND REGULATIONS

ITEM 100: CHARGES GENERALLY

All charges provided by each Item herein shall be cumulative and in addition to all other applicable rates and charges unless expressly provided otherwise.

ITEM 110: GOVERNING PUBLICATIONS

The following described tariffs and supplements or loose-leaf page amendments thereto or successive issues thereof are incorporated herein by this reference and shall govern these Rules and Regulations:

TARIFF ICC TARIFF ISSUING AGENT NUMBER NUMBER

Explosives and Dangerous American Trucking Associations, 111-C ATA 111-C Articles Tariff Inc., Agent

Mileage Guide Household Goods Carriers' 111-C HGB 100 Bureau, Agent

ITEM 115: REFERENCE TO TARIFFS, SCHEDULES

Where reference is made herein to a tariff, schedule, item, note, or page, such reference also will embrace amendments and supplements thereto, or successive issues of said tariff, schedule, item, note or page.

ITEM 120: DEFINITIONS

When used herein and in contracts making reference hereto, the following terms shall have the meanings set forth below:

Consignee shall mean the person to whose facilities a shipment is destined.

Consignor shall mean the person at whose facilities a shipment originates.

Freight Bill shall mean any receipt, manifest, bill of lading form or other document used to identify a shipment and evidence Carrier's receipt and delivery thereof.

Month shall mean a calendar month.

Normal Business Hours shall mean 8:00 a.m. to 5 p.m. local time on weekdays (Monday through Friday), holidays excluded.

Shipment shall mean a lot of freight tendered for transportation from one Consignor, at one point at one time for one Consignee at one destination and covered by one freight bill. Unless otherwise provided, charges will be assessed on each unit required to transport a Shipment at the applicable minimum weight or truckload minimum weight shown for each Unit used.

Tractor shall mean a truck tractor.

Trailer shall mean a tank semitrailer.

Unit shall mean a truck tractor-semitrailer combination motor vehicle.

Vehicle shall mean a Tractor or a Trailer.

ITEM 125: TERMINALS

Terminal as used herein shall mean a point within the following cities or municipalities:

Arcadia, LA Keller (Dallas/Ft. Worth) TX Beaumont, TX Odessa, TX Breaux Bridge, LA Petal, MS Freeport, TX Port Allen, LA Baytown (Houston) TX Texas City, TX Pierce Junction (Houston) TX

ITEM 200: APPLICATION OF RATES - FROM AND TO PLACES WITHIN OR ADJACENT TO INCORPORATED MUNICIPALITIES OR UNINCORPORATED COMMUNITIES

1. Incorporated Municipalities:

Carrier's rates, rules and regulations will apply from or to points named and points and places within the corporate limits of a given municipality and additionally to and from the following points, places and areas (if within the United States), as follows:

(a) The municipality itself, hereinafter called the base municipality;

(b) All municipalities which are contiguous to the base municipality;

(c) All municipalities wholly surrounded, or so surrounded except for a water boundary, by the base municipality, by any municipality contiguous thereto.

2. Unincorporated Communities:

(a) Carrier's rates, rules and regulations will apply from and to points

named and additionally to and from places and areas (if within the United States), as follows: (i) All points within 3 miles of the post office in a given unincorporated community if it has a population of less than 2,500; within 4 miles if it has a population of 2,500 but less than 25,000; and within 6 miles if it has a population of 25,000 or more; and

(ii) At all points in any municipality any part of which is within the limits described in (a) above; and

(iii) At points in any municipality wholly surrounded, or so surrounded except for a water boundary by any municipality included under the terms of paragraph (b) above.

(b) When a specific rate is named from or to a specific point embraced within the commercial zone of a base municipality as herein described, the provisions of this Item will not apply.

(c) If the population of a community is reported in the latest report of the United States Bureau of the Census, the population so reported will govern in applying this Item. If the community does not have a post office of the same name, distances will be measured from the generally recognized business center.

When it becomes necessary to compute a rate for a distance in excess of that shown in the applicable rate scale, the rate shown in connection with the greatest distance in the applicable rate scale will be added to the rate under the same scale for the distance in excess of the greatest distance shown in said scale. The sum of the two rates thus determined will constitute the through rate from origin to destination.

ITEM 217: DISTANCES - METHOD OF COMPUTING

1. Except as otherwise provided, the governing mileage guide, shall be used in determining distances between origins and destinations, in computing local and joint distance commodity rates herein.

2. If Carrier is required to detour a shipment as provided in Item 330 (Detour Routes), the rate will be based on the mileage published in the governing mileage guide via the route of movement.

3. When at the request of Shipper a route more distant than the shortest distance between origins and destinations is used, the mileage published in the governing mileage guide, via the route of movement shall be used, except as otherwise provided in this Item.

4. For rate making purposes, distances will be computed over the shortest route obtained from the governing mileage guide.

5. In computing distances in connection with distance rates from and to the points shown in Column A below, the distance from or to the point descried opposite in Column B shall be applied.

COLUMN A COLUMN B COMPUTING DISTANCES FROM OR TO APPLY DISTANCE FROM OR TO - ------------------------------------ ------------------------------ West Lake and West Lake Charles, LA Lake Charles, LA North Baton Rouge, LA Baton Rouge, LA Bossier City, LA Shreveport, LA Gretna, Harvey, Marrero, Westwego, LA New Orleans, LA Plaquemine, LA Baton Rouge, LA plus 15 miles Avondale and Oak Point, LA New Orleans, LA plus 6 miles Chalmette, LA New Orleans, LA plus 9 miles Belle Chase, LA New Orleans, LA plus 10 miles Meraux, LA New Orleans, LA plus 9 miles Chaison, Lucas Station and Herbert Station, TX Beaumont, TX West Port Arthur, TX Port Arthur, TX Deer Park, Pasadena, Galena Park, Green Bayou and South Houston, TX Houston, TX Bayport, Texas Baytown, TX plus 13 miles* Bayport, Texas Houston, TX plus 24 miles Channelview, TX Houston, TX plus 15 miles Dowling, TX Beaumont, TX plus 6 miles Smith Bluff, TX Beaumont, TX plus 9 miles Texas City, TX Houston, TX plus 40 miles Strang, TX Houston, TX plus 20 miles Texas City, TX Baytown, TX plus 32 miles*

* This distance may be used only when the net weight of the shipment does not exceed 36,000 pounds and does not contain explosives, flammable liquids, oxidizing materials, corrosive materials, compressed gas or combustible liquid with a flash point at or below 95 degrees Farenheit.

ITEM 220: BACKHAULS AND CONTINUOUS MOVEMENTS

1. (a) Backhaul Rates. Backhaul rates shall apply only when shipments are part of a continuous movement in conjunction with an original outbound shipment. Carrier shall notify Shipper at the time of tender if equipment is available for loading and movement in backhaul service. If equipment is not available for backhaul service, such shipments shall be governed by the rates, rules and regulations otherwise applicable.

(b) Continuous Movement Rates. Continuous movement rates apply only when a shipment is one of two or more separate consecutive shipments tendered by Shipper and/or one or more Consignors designated by it and transported to one or more Consignees; provided, that where such shipment is a backhaul shipment under Paragraph 1(a), above, the rates shall be those applicable to backhaul shipments.

2. Charge applicable. In the event that Carrier agrees to provide, at the request of Shipper, transportation which constitutes a backhaul or a continuous movement under these provisions, the rate or charge otherwise applicable on said shipment(s) shall not be applied, and the applicable charge shall be that provided in accordance with the backhaul or continuous movement rates set forth in Rate Appendices hereto. Shipper shall be responsible for payment of all freight charges on backhaul or continuous movement shipments.

3. Route applicable.

(a) Mileage shall be computed based on the aggregate number of miles traversed in connection with a backhaul or continuous movement shipment, in accordance with the mileage determination provisions herein, commencing at the terminal from which Carrier's unit was initially dispatched and ending with return thereto, computed as follows: (i) the mileage traversed between Carrier's terminal and the point of origin of the initial shipment; plus (ii) the mileage traversed between the origin and destination of any shipment and the origin of the next consecutive shipment; plus (iv) the mileage traversed between the point of destination of the last shipment and the Carrier's terminal; plus (v) all additional mileage traversed incidental to any of the mileages specified in subparagraphs (i), (ii), (iii) and (iv) hereof, for purposes of internal cleaning of trailer, weighing, stop-off for partial loading and/or unloading, detour necessitated by highway restrictions or weight limitations, or by compliance with statutes or regulations of any governmental unit or agency thereof.

(b) When the trailer of any unit used for a backhaul or continuous movement shipment is located at the point of origin of the initial shipment, and if tractor mileage charges and/or trailer rental charges are assessed in connection therewith pursuant to applicable provisions of these Rules and Regulations, the route of backhaul or continuous movement shall commence and end at the said point of origin.

(c) Each freight bill in a backhaul or continuous movement must be cross-referenced to the freight bill covering the initial shipment.

4. Cleaning.

Shipper and/or Consignee of the return load shall, at its expense, have the interior of the tank cleaned so it can handle the return shipment satisfactorily; or Shipper may request Carrier to have the interior cleaned, and a cleaning charge of $125.00 shall apply.

ITEM 230: MIXED SHIPMENT - TRUCKLOAD

Two or more commodities taking the same or different rates may be shipped as a truckload at one time in a compartmented trailer. On such shipments, freight charges shall be computed on basis of the actual gallonage or weight of each commodity, as the case may be, at its respective rate, but not less than the charges that would accrue on basis of the highest rate and corresponding minimum gallonage and/or weight as provided in Item 285 (Weight) or in individual Items.

ITEM 235: FRACTIONS

In computing freight charges or mileage, all fractions must be retained at their full value until the final result is obtained, and then all remaining fractions will be disposed of in the following manner: Fractions of less than 1/2 cent, reduce to the next lowest cent. Fractions of 1/2 cent or more, increase to the next full cent.

ITEM 240: PICKUP OR DELIVERY SERVICE

Carrier's rates include, as to each shipment, one pick-up and one delivery at a place directly accessible to Carrier's unit at all points within the limits of the cities, towns, villages and other points from and to which the rates apply.

The term pick-up as used herein means the service performed by Carrier in calling for and accepting a shipment.

The term delivery as used herein means the service performed by Carrier in transporting and placing a unit as designated by the Consignee for unloading.

ITEM 245: HOLIDAYS

The following shall be deemed Holidays:

New Year's Day Independence Day Thanksgiving Day Memorial Day Labor Day Christmas Day

ITEM 250: PREPAYMENT

Shipper shall prepay of all charges or provide satisfactory assurance of payment before Carrier accepts shipments.

ITEM 260: RETURN SHIPMENTS - TENDERED FOR VEHICLES ENROUTE

Subject to all other provisions herein, shipments on vehicles enroute under previous dispatch will be accepted subject to the following conditions:

1. The rate to apply will be 80% of the otherwise applicable distance commodity rate, other than a rate under Item 220 (Backhauls and Continuous Movements), subject to the applicable minimum.

2. Shipments may not originate in Louisiana or Texas, and must be destined to points in the United States in or east of Minnesota, Iowa, Kansas, Oklahoma and Texas.

3. The provisions of this Item will only apply on distance commodity scales in excess of 400 miles.

ITEM 263: RECONSIGNMENT OR DIVERSION

1. The terms diversion or reconsignment mean:

(a) A change in name of Consignor or Consignee. (b) A change in destination. (c) Any other instructions given by the Consignor, Consignee, or owner affecting routing, loading or delivery and requiring an addition to or change in billing or additional movement of the vehicle or both. And additional movement of a vehicle from one point to another point or points within the same loading or unloading facilities to finish loading or unloading, as the case may be, shall not be considered a diversion or reconsignment under the provisions of this Item.

2. Shipments moving under the provisions of this Item must be prepaid.

3. A request for diversion or reconsignment must be made or confirmed in writing. The original shipping documents must be surrendered to Carrier or proof of ownership by other means must be provided.

4. The rate to be applied shall be the applicable rate from original point of origin to final destination based on the miles traveled via reconsigning or diversion point or, where more than one reconsignment is involved, via each successive reconsigning point.

5. A charge of $30.00 will be made for each diversion or reconsignment.

6. When a diversion or reconsignment order is received by Carrier, reasonable efforts will be made to locate the shipment and effect the change desired, but Carrier will not be responsible for failure to do so unless such failure is due to the gross negligence of its employees.

ITEM 265: REJECTED, UNDELIVERED SHIPMENTS

If, for reasons not attributable to Carrier, a shipment is rejected wholly or in part by Consignee at destination, it shall be returned at that time in the delivering unit to the point of origin unless reconsigned to another unloading point by Shipper.

The rate for return movement of a rejected or undelivered shipment will be one-half of the rate on the outbound movement in effect on the date of the return movement. Charges will be based on the actual amount of commodities returned, subject to the outbound minimum.

Time consumed waiting for orders, under this Item will be considered part of the unloading time, and detention charges will be assessed as provided in Item 525 (Detention of Vehicles).

If the return movement is rated under Item 260 (Return Shipments - Tendered for Vehicles Enroute) or Item 220 (Backhauls and Continuous Movements), the rates applicable thereunder shall apply.

ITEM 270: SHIPMENTS TO AND FROM POINTS IN CANADA AND MEXICO

On shipments to and from points in Canada or to and from points in Mexico, the rates in schedules making reference hereto apply only as proportional rates to and from United States ports of entry at the United States-Mexican border.

Shipper shall advise Carrier at time service is requested of the route and the United States port of entry to be used for movement beyond the United States border. If Shipper fails to advise or chooses not to advise the port of entry and/or route to be followed beyond the border, the Carrier shall do so. Upon selection of such route and/or port of entry by Carrier, the Consignor shall be deemed to accept such route and/or port of entry as its own routing without recourse to the Carrier.

ITEM 280: WEIGHING AND WEIGHTS

1. When a weighing service is performed by Carrier, either at the request of the Shipper or Consignee, or when weighing is required to determine assessment of freight charges, a weighing service charge of $7.50 will be assessed for each service; provided however, no charge will be assessed when weighing is accomplished on Consignor's or Consignee's plant scales, at the point of loading or unloading, at no cost to Carrier.

2. If it is necessary to deviate from the shortest applicable route of movement in order to weigh enroute or comply with Shipper or Consignee request to weigh enroute, the freight rate will be based on distance from origin to destination via such weigh point.

In the event out-of-line weighing is required of Carrier, commodity rates will become applicable, and mileage rates will be used to assess freight charges.

3. If a shipment exceeds the maximum weight which can be legally transported in the unit loaded and it is necessary to return to origin or some other point designated for partial unloading, the freight rate will be based on the total distance from origin to destination via such weigh point and/or such point of partial unloading. Time consumed in effecting partial unloading due to overweight shall be considered part of the loading time and shall be subject to the charges and provisions of Item 525 (Detention of Vehicles).

Commodity rates will become inapplicable in the event the provisions of this paragraph are applicable, and the mileage rates will be used to assess freight charges.

4. Time consumed in (1) weighing vehicle before and after loading or before and after individual compartments are loaded and (2) weighing vehicle before and after unloading or before and after unloading individual compartments, shall be considered a part of the loading or unloading time, as the case may be, and shall be subject to Item 525 (Detention of Vehicles); provided, however, when Carrier is requested to arrive at Shipper's facility with a tare weight prior to loading or at Consignee's facility with a gross weight after loading or tare weight after unloading, without returning to the Shipper's or Consignee's facility, such weighing time shall not be subject to provisions of Item 525 (Detention of Vehicles).

5. Carrier will assess freight charges based on scale weights secured at either origin or destination in accordance with Shipper's instructions appearing on the freight bill. Carrier will not assume responsibility for differences in weights secured at origin and destination in accordance with Consignor or Consignee requests.

6. The term service as used in this Item shall mean one weighing empty (or partial empty) and one weighing loaded (or partially loaded). The difference in the two weights shall be the weight of the entire shipment or a portion thereof.

ITEM 285: WEIGHT

Carrier's rates shall apply on actual weight transported subject to applicable minimum weights. The weight loaded shall not exceed the maximum weight which may lawfully be transported in Carrier's equipment; provided, however, when the weight of a shipment is less than the minimum weight specified for the applicable rate, and the rate provides that in no event will freight charges be based on less than the minimum weight specified, such minimum weight will apply for the purpose of computing freight charges.

When a minimum load is based on 90% of the gallonage capacity of the vehicle, freight charges will be based on 90% of the gallonage capacity of the vehicle utilized.

ITEM 300: SHIPMENT DOCUMENTATION AND LOADING AND UNLOADING DIRECTIONS

1. Upon arrival of Carrier's unit at any Consignor's or Consignee's premises, Consignor or Consignee, as the case may be, shall be responsible for examining and validating the documentation connected with the shipment. In addition, Consignor or Consignee shall be responsible for directing the unit to the proper loading or unloading facilities and for connecting and disconnecting Carrier's hose to the loading or unloading facilities; Carrier shall only connect and disconnect Carrier's hose to Carrier's equipment.

2. Each vehicle offered to the Consignor for loading of the commodity to be transported is subject to inspection by Consignor; the acceptance of such vehicles for loading by Consignor shall constitute notice to Carrier that said vehicle meets Consignor's requirements with respect to specifications, cleanliness, pumping equipment, hoses and connections.

3. Consignor shall provide all placards required for each shipment in conformity with regulations of the U.S. Department of Transportation.

ITEM 305: LOADING BY CONSIGNOR - UNLOADING BY CONSIGNEE

Except as otherwise provided, Carrier's rates and charges do not include the service of the Carrier in loading or unloading.

Carrier's driver will assist Consignor or Consignee in loading or unloading operations where the assistance is requested. This service will be rendered, however, only under the direction of Shipper, and Carrier will assume no responsibility for errors or omissions made in the course of such operations unless complete written instructions are supplied to Carrier's dispatchers before the shipment is dispatched and then only if such errors or omissions are due to the negligence of Carrier's employees; provided, however, that under no circumstances shall Carrier's employees connect or disconnect Carrier's hose to the loading or unloading facilities.

ITEM 310: CLEANING

Except as otherwise provided, Carrier shall be responsible for cleaning the trailer and disposal of all commodity heels and wash water following each shipment using Carrier's trailers, and no charges to Consignor or Consignee shall apply because of such cleaning or disposal. Shipper shall be responsible for cleaning any trailers owned or furnished by Shipper and used by Carrier.

ITEM 320: DELIVERY SCHEDULES

Carrier shall handle shipments tendered to it with reasonable dispatch and effect delivery of such shipments during Normal Business Hours, unless Carrier has been advised prior to the shipment being dispatched that the Consignee has extended its hours of business and/or days of operation. Under no circumstances shall Carrier be obligated to effect delivery of any shipment at a specified time or on a specified day. In consideration of the convenience of the Consignee, Carrier will accept orders calling for preferred delivery periods of either morning (a.m.) or afternoon (p.m.) and will make reasonable efforts to comply with such requests, subject to the understanding that failure to arrive during such preferred delivery period will not relieve the Consignee of the responsibility to accept delivery of the shipment tendered during its Normal Business Hours.

ITEM 330: DETOUR ROUTES

If due to floods, washouts, snow, ice, road construction or other conditions beyond the control of Carrier, any portion of the shortline route, from origin to destination, as determined from the governing mileage guide, cannot in Carrier's sole judgement safely be traversed by Carrier's vehicle, Carrier will detour the shipment over the most practical available route, and a notation will be placed on all shipping papers and freight bills indicating the route of movement. The applicable distance commodity rates will apply to the actual route of movement.

ITEM 340: IMPRACTICABLE OPERATIONS

1. Nothing herein shall be construed as requiring Carrier to transport commodities or furnish service for which, in Carrier's sole judgment, it does not have sufficient operational experience or suitable equipment nor to accept shipments when equipment is not available.

2. Nothing herein shall require Carrier to pick up, transport or deliver shipments when, through no fault or neglect of Carrier, it is impractical or unsafe to do so.

ITEM 350: SPECIAL SERVICE

1. During the time the normal operations of Shipper's plant are interrupted by labor disturbances accompanied by violence or imminent threat thereof, Carrier may dispatch vehicles or units to pick up shipments. If Carrier is not permitted to enter the plant because of picketing or any other condition due to labor disputes accompanied by violence or imminent threat thereof, the order shall be considered to have been cancelled, and the provisions of Item 590 (Vehicle Furnished But Not Used) shall apply. 2. If Carrier is not permitted to enter the premises of a Consignee at the point of destination for delivery of a shipment due to labor disputes accompanied by violence or imminent threat thereof, the shipment shall be considered to have been refused or rejected, and the provisions of Item 265 (Returned, Undelivered Shipments - Rejected) shall apply.

3. Upon request of Shipper, Carrier may furnish additional personnel, if available, to assist in the loading or unloading at a location which is involved in a labor dispute accompanied by violence or imminent threat thereof. The charge for furnishing personnel hereunder shall be $20.00 per person per hour, subject to a minimum charge of $80.00 per person. Time shall be computed from the time a person leaves the point of dispatch until his return. In addition, Shipper shall reimburse Carrier for all travel, lodging and other expenses incurred for such personnel during the time this charge applies.

ITEM 360: STOPOFFS

1. Except as otherwise provided, shipments moving at Carrier's distance commodity rates may be stopped in transit at not more than two points enroute between original point of origin and final point of destination to complete loading or to partially unload or both. Charges on such shipments must be prepaid.

2. Shipments stopped in transit to partially unload may be delivered to two or more Consignees at two or more destinations or to two or more Consignees within the corporate limits of any one city or town.

3. Shipments loaded or unloaded, as the case may be, at two or more points within the corporate limits of the same city or town shall be considered as being stopped in transit for partial loading or unloading under the provisions of this Item.

4. If Shipper wishes a shipment to be partially loaded at more than one place of loading and/or partially, discharged at more than one place of unloading, and if such places of loading are all included within the corporate limits of a single municipality, or if such places of unloading are all included within the corporate limits of a single municipality, a charge of $75.00 per stop will be made for each pick-up and/or delivery, exclusive of the original pick-up and the final delivery.

5. If Shipper wishes a shipment partially loaded at more than one place of loading and/or partially discharged at more than one place of unloading, and if such places of loading are not included within the corporate limits of a single municipality, or if such places of unloading are not all included within the corporate limits of a single municipality, the applicable rate shall be based on the mileage from point of origin to final destination over

the route of actual movement as per Shipper's instructions, computed in accordance with Item 217 (Distances-Method of Computing). A charge of $60.00 will be made for each stop to unload, or to partially unload, exclusive of the initial stop at origin and the final stop at destination.

6. On stops for partial loading and/or unloading, as described above, one hour free time will be allowed at each loading or unloading point. Time consumed waiting for orders will be considered part of loading and/or unloading time. Total free time allowable under provisions of this paragraph shall be not less than that applicable under the provisions of Item 525 (Detention of Vehicles).

7. Shipments consigned as stop-off for partial loading and/or unloading must be prepaid by Shipper. Prepayment will include responsibility by the Shipper for line-haul freight, demurrage, storage, stop-off, pumping, and other charges as provided herein, which may accrue at the origin, destination, stop-off points, designated border crossing, or transfer point.

8. The first stop for partial unloading may not be made until all stops for partial loading have been completed and no further loading may take place after the first unloading stop.

ITEM 370: TENDER OF SHIPMENTS

Shipper shall make timely tender of a Shipment by placing an order for service with Carrier at least: (a) twelve (12) hours, or (b) three (3) hours plus one (1) hour for each forty-five (45) miles between Carrier's terminal from which the unit to transport the Shipment will be dispatched and Consignor's facilities,

whichever is greater, prior to the requested loading time.

ITEM 375: TANK VEHICLES OR OTHER EQUIPMENT ORDERED BY THE SHIPPER FOR LOADING

Shipper, when placing order for equipment to be loaded, should furnish the following information:

1. Type of tank vehicles required, if known, such as MC-300 through 305, MC-330, MC-331, carbon steel, stainless steel, aluminum, stainless steel, insulated, steam coiled, compartmented, rubber lined, or heater.

If the type of equipment needed for loading the product is not known by the Shipper, the Carrier shall be furnished a complete description of the product to be loaded, such as, flash point, freezing point, weight per gallon, pressure, if any, toxicity, corrosiveness and other information that would be helpful in determining the type of equipment needed to safely transport the product in compliance with the provisions of the Explosives and Dangerous Articles Tariff described in Item 110 (Governing Publications).

2. Pumping equipment required.

3. Hose required--type and length.

4. Fittings, pipe and hose connections required--size and type.

5. A Material Safety Data Sheet for each commodity to be shipped.

ITEM 400: CLAIMS FOR CARGO LOSS OR DAMAGE I. FILING OF CLAIMS

(a) Claims in writing required. A claim for loss, damage, injury, or delay to cargo shall not be paid by Carrier unless filed with Carrier in writing, as provided in subparagraph (b) below. (b) Minimum filing requirements. A claim must be filed with Carrier within thirty (30) days from the date the shipment in question was delivered, and (i) contain facts sufficient to identify the shipment (or shipments) involved (ii) assert the grounds for Carrier's liability for alleged loss, damage, injury, or delay, and (iii) request payment of a specified or determinable amount of money. (c) Documents not constituting claims. Bad order reports, appraisal reports of damage, notations of shortage or damage, or both, on freight bills, delivery receipts, or other documents, or inspection reports issued by Carrier or inspection agencies, whether the extent of loss or damage is indicated in dollars and cents or otherwise, shall, standing alone, not be sufficient to comply with the requirements of subparagraph (b) above. (d) Claims filed for uncertain amounts. Whenever a claim is presented against Carrier for an uncertain amount, Carrier shall determine the conditions of the shipment involved at the time of delivery by it, if it was delivered, and shall ascertain as nearly as possible the extent, if any, of the loss or damage for which it may be responsible. It shall not, however, pay a claim under such circumstances unless and until a formal claim in writing for a specified or determinable amount of money shall have been filed in accordance with the provisions of subparagraph (b) above. (e) Other claims. If investigation of a claim reveals that one or more other carriers have been presented with a similar claim arising out of or relating to the same shipment, Carrier shall communicate with each such other Carrier, and prior to any agreement entered into between or among them as to the proper disposition of such claim or claims, shall notify all claimants of the receipt of conflicting or overlapping claims and shall require further substantiation, on the part of each claimant of its title to the involved commodity or rights with respect to such claim.

II. ACKNOWLEDGMENT OF CLAIMS

(a) Carrier shall, upon receipt in writing of a claim meeting the requirements

of subparagraph (b) of Section I of this Item, acknowledge receipt of such claim in writing to the claimant within 30 days after the date of its receipt, unless Carrier shall have paid or declined such claim in writing within said period.

(b) Carrier shall at the time each claim is received create a separate file and assign thereto a unique claim file number and note that number on all correspondence with respect to the claim.

III. INVESTIGATION OF CLAIMS

(b) Prompt investigation required. Each claim filed against a Carrier in the manner prescribed herein shall be promptly and thoroughly investigated if investigation has not already been made prior to receipt of the claim. (b) Supporting documents. When deemed by Carrier to be a necessary part of an investigation, a claimant shall furnish to Carrier the original freight bill, evidence of the freight charges, if any, and either the original or a photocopy of the invoices, or an extract made therefrom, certified by the claimant to be true and correct with respect to the property and value involved in the claim, or certification of prices or value, with trade or other discounts, allowance, or deductions of any nature whatsoever and the terms thereof, or depreciation reflected thereon. Provided, however, that where the property involved in a claim has not been invoiced to the Consignee shown on the freight bill or where an invoice does not show price or value, or where the property involved has not been sold, or where the property has been transferred at bookkeeping values only, the Carrier shall, before paying a claim thereon, require the claimant to establish the manufactured cost, the quantity shipped, transported or involved and to certify the correctness thereof in writing. (c) Verification of loss. No claim for loss of an entire package or an entire shipment shall be paid by Carrier without a statement in writing from the Consignee of the shipment involved certifying that the property for which the claim is filed has not been delivered by or received from any other source.

IV. DISPOSITION OF CLAIMS

(a) Carrier shall pay, decline, or make a firm compromise settlement offer in writing to the claimant within 120 days after receipt of the claim by Carrier. Provided, however, that, if the claim cannot be processed and disposed of within 120 days after receipt thereof, Carrier shall at that time and at the expiration of each succeeding 60 day period while the claim remains pending, advise the claimant in writing of the status of the claim and the reason for the delay in making final disposition thereof.

V. PROCESSING OF SALVAGE

(a) Whenever a shipment transported by Carrier is damaged or alleged to be damaged and is, as a consequence, not delivered or is rejected or refused upon tender to the owner, Consignee or the person entitled to receive such shipment, Carrier, after giving due notice, whenever practical to do so, to the owner and parties that may have an interest therein, and unless advised to the contrary after giving such notice, shall undertake to sell or dispose of such commodities directly or by the employment of a competent salvage agent. Shipper, if requested to do so by Carrier, shall make a good faith effort to assist Carrier in the disposal or salvage of any damaged, contaminated or defective shipment. Carrier shall only dispose of the property in a manner that will fairly and equally protect the best interests of all persons having an interest therein. Carrier shall make an itemized record sufficient to identify the commodities involved so as to be able to correlate that to the shipment or transportation involved, and claim, if any, filed thereon. Carrier also shall assign to each lot of such property a successive lot number and note that lot number on its record and shipment of claim, if any claim is filed thereon. (b) Upon receipt of a claim on a shipment on which salvage has been processed in the manner herein before prescribed, Carrier shall record in its claim file thereon the assigned, the amount of money recovered, if any, from the disposition of such property and the date of transmittal of such money to the person or persons lawfully entitled to receive the same.

ITEM 410: CLAIMS FOR OVERCHARGE, DUPLICATE PAYMENT OR OVERCOLLECTION I. DEFINITIONS

(a) Overcharge means an amount charged that exceeds the applicable rates and charges for services. It also includes duplicate payments as defined in paragraph (b) of this section and overcollections as defined in paragraph (c) of this section when a dispute exists between the parties concerning such charges. (b) Duplicate payment means two or more payments for the same service. Where one or more payment is not in the exact amount of the applicable rates and charges, refunds shall be made on the basis of the excess amount over the applicable rates and charges. (c) Overcollection means the receipt by Carrier of a payment in excess of the rates and charges applicable to the service in question. (d) Unidentified payment means a payment which Carrier has received for the performance of services but which Carrier is unable to match with its open accounts receivable or otherwise identify as being due. (e) Claimant means Shipper or any consignee, filing a request with Carrier for the refund of an overcharge, duplicate payment, or overcollection.

II. FILING AND PROCESSING CLAIMS

(a) A claim for overcharge, duplicate payment, or overcollection shall not be paid unless it is filed in writing with Carrier within nine (9) months from

the date the shipment in question was delivered and unless all freight bills which are pertinent to the claim have been paid in full. (b) A single claim may include more than one shipment, provided the claim on each shipment involves the same issue under the Schedule or the Agreement between Carrier and Shipper or the same circumstances.

III. DOCUMENTATION OF CLAIMS

(a) Claims for overcharge, duplicate payment or overcollection shall be accompanied by sufficient information to allow Carrier to conduct an investigation and pay or decline the claim within the time limitations set forth in Section VII of this Item. Claims shall include the name of the claimant, its file number, if any, and the amount of the refund sought to be recovered. (b) Claims for overcharge shall be accompanied by: (1) The original freight bill. (2) The rate, classification, or commodity description or weight claimed to have been applicable and authority therefor. (3) Evidence showing that any freight bill which is pertinent to the claim has been paid in full. (4) Other documents or data which claimant believes to substantiate its claim. (c) Claims for duplicate payment and overcollection shall be accompanied by the original freight bill(s) for which charges were paid and by freight bill payment information. (d) Carrier may accept photocopies instead of original of documents required to be submitted by this Item if the claimant agrees to indemnify and hold Carrier harmless for subsequent duplicate claims which might be filed and supported by the original documents.

IV. INVESTIGATION OF CLAIMS

(a) Upon receipt of a claim, whether written or otherwise, Carrier shall promptly initiate an investigation and establish a file, as required by Section V of this item. (b) If Carrier discovers an overcharge, duplicate payment, or overcollection which has not been the subject of a claim, it shall promptly initiate an investigation and comply with the provisions of Section VIII of this item. (c) If in processing the claim, Carrier requires information or documents in addition to that submitted with the claim, Carrier shall promptly notify the claimant and request the information required.

V. CLAIM RECORDS

At the time a claim is received, Carrier shall create a separate file and assign it a unique claim file number and note that number on all correspondence with respect to the claim, including the written acknowledgement of receipt required under Section VI of this item.

VI. ACKNOWLEDGEMENT OF CLAIMS

Upon receipt of a written claim, Carrier shall acknowledge its receipt in writing to the claimant within 30 days after the date of receipt unless Carrier shall have paid or declined in writing within that period.

VII. DISPOSITION OF CLAIMS

Carrier shall pay, decline to pay, or settle each written claim within 60 days after its receipt by that Carrier, except where the claimant and Carrier agree in writing to a specific extension based upon extenuating circumstances. If the Carrier declines to pay a claim or makes settlement in an amount different from that sought, the Carrier shall notify the claimant, in writing, of the reason(s) for its action.

VIII. DISPOSITION OF UNIDENTIFIED PAYMENTS, OVERCHARGES, DUPLICATE PAYMENTS AND OVERCOLLECTIONS NOT SUPPORTED BY CLAIMS

If Carrier does not have sufficient information with which properly to apply an unidentified payment, Carrier shall notify the payor of the unidentified payment within 60 days of receipt of the payment and request information which will enable it to identify the payment. If Carrier does not receive the information request within 90 days from the date of the notice, Carrier may treat the unidentified payment as a payment in fact of freight charges owing it, subject to the regular claims procedure of this Item.

ITEM 500: ALLOWANCE FOR USE OF SHIPPER'S TRAILER

1. When Shipper furnishes its own trailer for transportation service by Carrier, an allowance of three cents (3 cents) per running mile will be made for the miles such vehicle is operated by Carrier. Running miles shall be computed as twice the rate-making miles for each shipment.

2. The freight bill shall show the type of vehicle furnished, and the allowance for the use thereof will be shown on the invoice covering such shipment.

ITEM 510: SETTING OUT TRAILERS AND TRACTORS USED FOR SPOTTING

1. When for Shipper's convenience a trailer is set out at the facilities of the Consignor or Consignee or any other site designated, a charge of $10.00 per hour or fraction thereof will apply, subject to a maximum charge of $100.00 per trailer in any consecutive twenty-four (24) hour period. Time will run from when the trailer has arrived and is available to Consignor or Consignee until Carrier is notified that the trailer is ready to be picked up.

2. When Carrier is requested by Shipper to deadhead tractors and/or trailers between Carrier's terminal and a place designated by the Consignor or Consignee, a charge of one hundred twenty-five cents (125 cents) per mile will apply for each mile traveled. Mileage will be computed in accordance with the provisions of Item 217 (Distances-Method of Computing) from the closest terminal where suitable equipment is domiciled for the service requested, subject to a minimum charge of $100.00 per vehicle or unit.

3. When, at the request of Consignor or Consignee, a tractor is used for spotting or similar services, at a place designated by the Consignor or Consignee, a charge of $35.00 per hour, will be assessed, subject to a minimum charge of $140.00 per tractor.

ITEM 520: WAITING AT PORT OF ENTRY

A charge of $15.00 for each half hour or fraction thereof per vehicle will apply for all waiting time of Carrier at a port of entry when trailer is to be taken from the port of entry to a loading or unloading point in Canada or Mexico, loaded or unloaded and returned to Carrier at the port of entry.

The time for which charges are applied pursuant to this Item shall not be subject to Item 525 (Detention of Vehicles), or Item 560 (Overnight Layovers).

ITEM 525: DETENTION OF VEHICLES

1. Except as otherwise provided in this Item, two (2) hours will be allowed for loading and three (3) hours will be allowed for unloading. A charge of $12.50 per half hour or fractional part thereof shall apply for all time consumed in excess of free time allowed for loading when due to delays caused by Shipper or Consignor and beyond Carrier's control. A charge of $50.00 per hour or fractional part thereof shall apply for all time consumed in excess of free time allowed for unloading when due to delays caused by Shipper or Consignee and beyond Carrier's control.

2. Shipments moving in MC-330 or MC-331 trailers will be allowed one and one- half (1.5) hours for loading and unloading. A charge of $12.50 per half hour or fractional part thereof shall apply for all time consumed in excess of free time allowed when due to delay caused by Consignor or Consignee and beyond Carrier's control.

3. Loading or unloading time shall be deemed to run from the time the unit arrives on the premises of a plant until all connections have been removed, necessary shipping papers have been executed and the unit is released from further assignment at that location. The exception to this computation of time shall be when, by mutual agreement of Carrier, Consignor and Consignee, an arrival period is accepted and not met by the Carrier. In this case, this time shall begin at the earliest hour of the agreed arrival period if the Carrier is early or at the time of actual hookup and beginning of unloading if the Carrier arrives later than the agreed arrival period.

4. (a) Shipments requiring stops for partial loading will be allowed one and one-half (1.5) hours free time at each loading, including the initial loading. (b) Shipments requiring stops for partial unloading will be allowed one and one-half (1.5) hours free time at each unloading, including final delivery.

5. Charges under this Item will not accrue when the provisions of Item 560 (Overnight Layovers) are applicable.

ITEM 530: EXPEDITED SERVICE

Shipments of less than nine hundred (900) miles shall be transported by Carrier in single-driver service; if Shipper requests expedited service on such shipments using a two (2)-driver team, a charge of $120.00 shall apply.

ITEM 535: C.O.D. SHIPMENTS

C.O.D. shipments must be freight prepaid and will be accepted under the following conditions:

1. Shipping orders must be plainly endorsed C.O.D. Shipment, with the amount to be collected clearly stated.

2. Uncertified checks payable to Shipper will be accepted in payment of a C.O.D. shipment unless written instructions are issued to Carrier by the Shipper at the time of shipment requiring some other means of payment.

3. The charges to Shipper for collection and forwarding of Consignee's payment for a C.O.D. shipment shall be $20.00 per shipment for C.O.D. amounts of $1,000.00 or less and an additional $2.00 per $100.00 or fraction thereof for C.O.D. amounts greater than $1,000.00.

4. Carrier shall immediately upon collection of a C.O.D. payment and in no event later than ten days after delivery to Consignee, unless otherwise instructed by the Shipper, forwarding by mail to the Shipper all payments collected by it.

5. Time consumed waiting for orders and collecting from Consignee under this item will be considered part of the unloading time, and detention charges will be assessed as provided in Item 525 (Detention of Vehicles).

ITEM 540: HOSE--CHARGES FOR FURNISHING

1. When hose of a type other than stainless steel, viton, LPG, Chem-Solv, or

teflon hose is requested for use in loading or unloading shipments, the Carrier will furnish without charge for each such shipment, hose not to exceed 30 feet in length. When such hose in excess of 30 feet in length is requested by either Shipper or Consignee for loading or unloading a shipment, a charge for such additional hose will be made as follows:

FEET CHARGE -------- ---------- 0 -- 15 $ 7.50 15 -- 30 20.00 30 -- 45 45.00 45 -- 60 80.00 over 60 1.50 per foot

2. When Shipper or Consignee requests stainless steel, viton, LPG, Chem-Solv, or teflon hose to load or unload a shipment a charge for such hose furnished will be made as follows:

FEET CHARGE -------- ---------- 0 -- 15 $ 20.00 15 -- 30 50.00 30 -- 45 90.00 45 -- 60 140.00 over 60 2.75 per foot

3. If it is necessary to send a service truck to transport additional hose for the loading or unloading of a shipment, a service truck charge of $20.00 per hour or fractional part thereof will apply from the time the equipment leaves Carrier's terminal until it returns. This charge will be in addition to all other charges and will include service of the driver, if needed, in stringing, connecting and disconnecting at the trailer and picking up the hose. If extra hose is requested by either the Shipper or Consignee at time order is placed for Carrier's equipment to load, Carrier will make every reasonable effort to transport such extra hose on equipment ordered for loading.

ITEM 550: LOADING AND/OR UNLOADING SERVICE

Subject to the following provisions, and except as otherwise provided, Carrier's rates do not include the cost of loading or unloading from the transporting vehicle when the equipment used to load or unload is furnished by the Carrier.

1. Unloading into bulk storage facilities. (a) For liquid bulk commodities, when loading or unloading service is performed by the Carrier's own equipment, a charge of five cents (5 cents) per 100 pounds when freight charges are in cents per 100 pounds or $.004 per gallon when freight charges are in cents per gallon, subject to a minimum charge of $24.00 per load, will be made for loading and/or stops to partially load and the same charges will be made for unloading and/or stops to partially unload. (b) For dry bulk commodities, when loading or unloading service is performed by the Carrier's own equipment, a charge of seven cents (7 cents) per 100 pounds, subject to a minimum charge or $35.00 per load will be made for loading and/or stops to partially load and the same charges will be made for unloading and/or stops to partially unload.

2. Unloading into barrels or drums. (a) When, at the request of either Shipper or Consignee, Carrier unloads liquid commodities from Carrier's vehicle into containers of less than 100 gallons: Barreling charges shall be twelve cents (12 cents) per 100 pounds when freight charges are assessed on a per-100 pound basis.

Barreling charges shall be $.009 per gallon when freight charges are assessed on a per-gallon basis.

(b) A minimum charge of $47.00 per load shall apply. (c) Carrier will not barrel or drum by pressure any Class B poisons or corrosive liquids which require the use of MC-304, 307, 310, 311 or 312 trailers.

3. Inlets and outlets of vehicles shall be sealed by the Shipper.

4. Consignee or its agent shall designate the line to which the unloading hose shall be coupled, and the coupling and uncoupling shall be done by Consignee.

5. In the loading or unloading of commodities, operation of the vehicle will be performed by Carrier. Equipment of storage facilities shall be operated by the Consignor or Consignee or its agent.

6. When at the request of Shipper or Consignee, Carrier furnishes a Stainless Steel Pump, a charge of $50.00 shall apply.

ITEM 560: OVERNIGHT LAYOVERS

1. When Consignor or Consignee cannot complete loading or unloading, thereby causing Carrier's unit and drivers to remain at loading point, final destination, stop-off point, or vicinity thereof until the resumption of Consignor's or Consignee's Normal Business Hours to complete loading or unloading, the following charges shall apply:

$160.00 for a single-driver operation or $240.00 for two-driver sleeper team operation over a weekday night.

$650.00 for a single-driver operation and $1,050.00 for two-driver team operation over a weekend or holiday.

2. The charges provided in this Item shall be applicable when, in compliance with Shipper's or Consignee's instructions, Carrier's vehicle arrives at loading or unloading, stop-off point and/or final destination at other than Normal Business Hours and a layover is required to commence or complete loading and/or unloading.

3. Time consumed while a vehicle is actively engaged in loading or unloading will be considered as loading or unloading time, and detention charges therefor will be assessed as provided in Item 525 (Detention of Vehicles).

ITEM 570: HEATING IN TRANSIT

When equipment with a heater unit is required or is requested by Shipper or Consignee to apply heat to the commodity in transit, Carrier will furnish such heater service if the equipment is available. Charges will be assessed as follows:

DISTANCE OF ONE-WAY HEATING SERVICE CHARGE (Loaded Miles) (Per Shipment) ------------------- ---------------------- 0 -- 500 $18.00 501 -- 1000 35.00 1001 -- 1500 53.00 1501 and over 71.00

ITEM 575: STEAM HEATING

When Shipper or Consignee requires or requests steam heating to accomplish loading or unloading of commodities at temperatures requested by Shipper or Consignee, such steam heating will be furnished by the Shipper or Consignee. A charge of $12.50 for each 30 minutes or fraction thereof will apply for the time required to heat the commodity, including travel time between the loading or unloading plant and the steam heating facilities if outside the plant area. Time required for steam heating the commodity to accomplish unloading will not be considered detention of equipment for the purpose of assessing charges under Item 525 (Detention of Vehicles).

ITEM 580: STANDBY EQUIPMENT -- EXCLUSIVE USE

1. When, at the request of the Shipper, a trailer is assigned to its exclusive use for a period of not less than 90 days, the following charges, per vehicle, per day, shall apply for every day or portion thereof that the vehicle is not used in revenue producing service:

TYPE OF EQUIPMENT DAILY CHARGE VEHICLE -------------------------------------- -------------------- Plain Aluminum Tank Trailer, Single or Multi - Compartment $ 60.00 Plain Stainless Steel Tank Trailer 60.00 Insulated Stainless Steel Tank Trailer 100.00 MC-330 or MC-331 Less than 250 lbs. 75.00 250 lbs. or greater 100.00

2. When Shipper orders exclusive use of a vehicle, it may at its own expense place thereon a removable sign or banner for the purpose of advertising. Such sign or banner is to be placed on the vehicle in such a manner that it will not obstruct or obliterate any information on the vehicle required by law. Upon termination of the exclusive use agreement, the cost of removing sign or banner shall be at the expense of the Shipper.

3. A request for exclusive use in standby service shall be confirmed, in writing, to the Carrier, giving the date that such services shall commence.

4. A day shall be defined as a twenty-four hour period commencing at 12:01 a.m. local time at the place the equipment is to be delivered.

5. For the provisions of this Item to apply on Saturdays or Sundays, the party requesting this service must be notified that an estimated time of arrival falls on a Saturday or a Sunday.

ITEM 590: VEHICLE FURNISHED BUT NOT USED

1. When a vehicle or unit is ordered by a Shipper or Consignee after the vehicle or unit has been dispatched from Carrier's terminal, a charge of one hundred twenty-five cents (125 cents) per mile traveled, subject to a minimum charge of $125.00, will be made for the empty miles traveled in connection with the order which was cancelled.

2. Time consumed waiting for orders under this Item will be considered part of the loading and/or unloading time, as the case may be, and detention charges will be assessed as provided in Item 525 (Detention of Vehicles), except that no free time will be allowed.

3. If loading has commenced prior to cancellation of the order and recleaning of a vehicle is required in order to return the vehicle to the condition it was in when presented for loading, a charge of $125.00 will be assessed.

4. When a vehicle ordered is cancelled, but such vehicle is used by the same Shipper or Consignee for the shipment of the same commodity to a different destination or is used in shipment of a different commodity to the same

destination, the provisions of this Item shall not apply.
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: Carrier shall, at its sole cost and expense, procure and maintain liability insurance with a reputable and financially responsible insurance carrier or carriers properly insuring Carrier against liability and claims for injuries to persons (including injuries resulting in death) and for damage to property in amounts not less than the Minimum Levels of Financial Responsibility for Motor Carriers prescribed by the U. S. Department of Transportation (49 CFR (S)387 et seq.).
****
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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5. USE AND COMMERCIALIZATION RIGHTS.

5.1 IGER Research Rights.

5.2 Commercialization Rights of IGER in the United Kingdom.

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

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

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

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

5.3 Commercialization Rights Other.

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

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

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

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

6. ENFORCEMENT OF JOINT INTELLECTUAL PROPERTY RIGHTS.

7. CONFIDENTIALITY.

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

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

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

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

8. PUBLICATIONS.

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

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

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

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

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

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

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

9. PUBLICITY.

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

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

10. RECORDS AND AUDITS.

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

11. INDEPENDENT CONTRACTOR.

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

12. CONVENTION ON BIOLOGICAL DIVERSITY.

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

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

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

13. WARRANTIES.

13.1 Representations and Warranties of CERES.

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

13.1.1 CERES represents and warrants to IGER that:

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

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

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

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

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

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

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

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

13.2 Representations and Warranties of IGER.

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

13.2.1 IGER represents and warrants to CERES that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CERES-IGER Collaboration Agreement Page 22 of 75

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

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

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

(a) mutual, written agreement of the Parties;

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

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

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

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

14. TERM AND TERMINATION.

CERES-IGER Collaboration Agreement Page 23 of 75

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

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

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

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

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

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

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

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

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

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

15.2 Dispute Resolution and Arbitration.

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

15.2.1 Qualifications of Arbitrators.

15. DISPUTE RESOLUTION AND APPLICABLE LAW.

CERES-IGER Collaboration Agreement Page 25 of 75

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

15.2.2 Location of the Arbitration.

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

15.2.3 Language of Arbitration.

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

15.2.4 Limitation on Remedies.

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

15.3 Applicable law.

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

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

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

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

16. NOTICES.

CERES-IGER Collaboration Agreement Page 26 of 75

Plas Gogerddan Aberystwyth Ceredigion SY23 3EB United Kingdom

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

17. GENERAL.

17.1 Entire Agreement/Modifications.

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

17.2 Severability.

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

17.3 Waiver.

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

17.4 Enforcement.

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

17.5 Assignablility.

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

17.6 Force Majeure.

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

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

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

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

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

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

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

Professor Mervyn Humphreys Name:

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

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

EXHIBIT A

to the Collaboration Agreement between IGER and CERES

DEFINITION OF COLLABORATION CROPS

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

EXHIBIT B

to the Collaboration Agreement between IGER and CERES

PREFERRED FORM OF RECEIPT FORM

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

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

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

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

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

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

Date: Date:

Name: Walter E. Nelson Name:

Title: Product Development Manager CERES, INC.

Title: INSTITUTE OF GRASSLAND AND ENVIRONMENTAL RESEARCH

CERES-IGER Collaboration Agreement Page 31 of 75

EXHIBIT C

to the Collaboration Agreement between IGER and CERES

PREFERRED FORMS OF VARIETY EVALUATION AGREEMENT

(to be used for field evaluation)

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

and

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

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

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

1. THE PARTIES

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

THE PARTIES HERETO COVENANT AND AGREE AS FOLLOWS:

2. FIELD TRIAL PROGRAM

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

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

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

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

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

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

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

3. REPORTS

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

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

4. REMUNERATION. PAYMENT

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

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

5. OWNERSHIP. INTELLECTUAL PROPERTY RIGHTS. EXPLOITATION

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

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

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

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

6. CONFIDENTIALITY. PUBLICATIONS.

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

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

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

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

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

7. WARRANTIES. LIMITED LIABILITY

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

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

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

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

8. GENERAL CONDITIONS

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

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

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

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

Made in two (2) copies.

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

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

8.6 Governing Law / Jurisdiction: [to be completed]

9. DURATION

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

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

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

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

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

Name: Name:

Title: Title:

By: By:

Name: Name:

Title: Title:

CERES-IGER Collaboration Agreement Page 37 of 75

ANNEX I

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

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

Trial Scope and Purpose:

1. Planting Material

2. Program Activities

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

ANNEX II

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

FORM OF RECEIPT FORM

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

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

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

[Include description of material and related information.]

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

Date: Date:

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

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

1. THE PARTIES

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

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

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

[or other introduction as appropriate]

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

2. FIELD TRIAL PROGRAM

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

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

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

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

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

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

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

3. REPORTS

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

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

4. REMUNERATION. PAYMENT

No remuneration will be due.

5. OWNERSHIP. INTELLECTUAL PROPERTY RIGHTS. EXPLOITATION

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

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

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

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

6. CONFIDENTIALITY. PUBLICATIONS.

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

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

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

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

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

7. WARRANTIES. LIMITED LIABILITY

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

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

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

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

8. GENERAL CONDITIONS

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

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

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

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

Made in two (2) copies.

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

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

8.6 Governing Law / Jurisdiction: [to be completed]

9. DURATION

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

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

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

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

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

Name: Name:

Title: Title:

By: By:

Name: Name:

Title: Title:

CERES-IGER Collaboration Agreement Page 44 of 75

ANNEX I

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

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

Trial Scope and Purpose:

1. Planting Material

2. Program Activities

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

ANNEX II

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

FORM OF RECEIPT FORM

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

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

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

[Include description of material and related information.]

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

Date: Date:

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

Material Transfer Agreement Biological Material for Research Purposes

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

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

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

[to be completed]

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

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

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

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

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

The Schedule

[to be completed]

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

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

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

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

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

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

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

CERES-IGER Collaboration Agreement Page 48 of 75

Signed for and on behalf of IGER:

Signature:

Name: P.A. Fentem

Title: Institute Business Manager

Date:

Recipient Institution: Recipient:

Signature: Signature:

Name: Name:

Position: Date:

Date:

CERES-IGER Collaboration Agreement Page 49 of 75

EXHIBIT D

to the Collaboration Agreement between IGER and CERES

EXTERNAL FUNDING

Defra project NF0426 The genetic improvement of miscanthus for Biomass

1 April 2004 31 March 2009 see EXHIBIT E

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

1 January 2004 31 December 2007 see EXHIBIT E

Supergen Biomass, Biofuels and Energy Crops Consortium

1 April 2003 31 March 2007 see EXHIBIT E

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

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

EXHIBIT E

to the Collaboration Agreement between IGER and CERES

EXISTING AGREEMENTS

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

Duration: 1/4/04 31/3/09

Partners: PRI

Scope and roles of partners

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

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

Rights of third parties on any IGER background material/information

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

Any exclusivity/non competition

No

Any rights of third parties on results obtained by IGER

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

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

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

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

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

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

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

CERES-IGER Collaboration Agreement Page 51 of 75

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

Duration: 1/1/04 31/12/07

Partners and roles:

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

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

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

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

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

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

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

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

Material and information provided and to be provided by IGER

Agronomy data, hybrid trial data, chemical composition data.

Rights of parties to results

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

Rights of third parties on any Background

None

Any exclusivity/non competition

None

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

None CERES-IGER Collaboration Agreement Page 52 of 75

Title: Supergen Biomass, Biofuels and Energy Crops Consortium

Duration: 1/4/03 31.3.07

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

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

Partners and roles

University of Leeds Combustion behaviour of buiomass

Aston University Mass pyrrolysis for biooil

University of Sheffield Modelling combustion processes

University of Ulster Techno-economics of combustion and pyrrolysis

Cranfield University Corrosion in combustion

University of Manchester Socio-economic analysis

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

Alston Power Ltd Combustion

Bical Ltd Miscanthus agronomy

E.ON UK Ltd Combustion

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

IGER

Materials and information provided by IGER

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

Rights of IGER and other parties on results

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

Rights to IGER Background

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

Exclusivity/non competition

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

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

None CERES-IGER Collaboration Agreement Page 54 of 75

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

Duration: 1/4/07 31/3/11

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

Roles of partners:

Materials and information provided and to be provided by IGER:

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

Rights of parties to results

Each party owns the IP on the results it produces

Rights of third parties to any background

Rights of GAGE to collection covered in GAGE agreement

Exclusivity/non competition

None

Rights of third parties on IGER results outside of agreement activities

None

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

Rothamsted Assessment of flowering times of miscanthus populations in the field

CERES-IGER Collaboration Agreement Page 55 of 75

EXHIBIT F

to the Collaboration Agreement between IGER and CERES

PRODUCTION AND COMMERCIALIZATION ACTIVITIES

CERES will:

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

1. Identify growers and establish grower contracts

2. Lease, build or buy production facility

3. Establish quality testing capability

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

CERES-IGER Collaboration Agreement Page 56 of 75

EXHIBIT G

to the Collaboration Agreement between IGER and CERES

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

EXCLUSIVE LICENSE AGREEMENT FOR [VARIETY X]

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

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

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

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

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

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

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

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

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

1. DEFINITIONS.

CERES-IGER Collaboration Agreement Page 57 of 75

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3. INTELLECTUAL PROPERTY RIGHTS.

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

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

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

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

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

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

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

4. LICENSED VARIETY CONSIDERATION.

4.2.1 on NET SALES

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

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

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

4.2.2 on LICENSE INCOME

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

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

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

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

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

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

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

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

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

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

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

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

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

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

5. DENOMINATIONS, VARIETY NAMES, TRADE MARKS.

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

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

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

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

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

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

6. QUALITY AND PERFORMANCE REGULATIONS.

7. DILIGENCE.

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

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

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

8.1 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.

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

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

10.1 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.

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

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

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

12.1 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 ([***]%)

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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:

Page 1 of 2

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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 1Plant Breeding, Markers, Composition, Agronomy and Propagation

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

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

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

GENERAL

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

Development of Miscanthus Species for Energy Crops Scientific Overview

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

I. Propagation.

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

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

CERES-IGER SCHEDULE 1

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

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

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

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

I.A. Rationale:

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

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

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

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

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

CERES-IGER SCHEDULE 1

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

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

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

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

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

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

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

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

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

II. Breeding

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

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

CERES-IGER SCHEDULE 1

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

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

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

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

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

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

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

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

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

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

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

II.A. Rationale:

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

CERES-IGER SCHEDULE 1

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CERES-IGER SCHEDULE 1

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

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

II D. Goal: Improved Miscanthus Varieties.

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

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

3. RESEARCH AND DEVELOPMENT PLAN

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

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

Timelines of such activities

Goals, expected results and deliverables

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

FTEs

4. LOCATION OF WORK:

IGER Work:

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

CERES Work:

Thousand Oaks, CA and potential subcontractor locations.

5. PHD LEVEL SCIENTIFIC STAFF:

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

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

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

CERES-IGER SCHEDULE 1

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6. FUNDING APPROVED:

See attached Budget (Attachment B).

7. REPORTS:

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

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

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

Actual spending relative to budget.

INTELLECTUAL PROPERTY generated during the period.

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

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

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

Breeding records.

Copies of field or glasshouse books and records.

Copies of raw field trial data.

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

8. REPORT DATES:

Annual report: Due at annual meeting in January.

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

9. SUBCONTRACTORS AND LOCATIONS:

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

10. MAJOR CONSUMABLES TO BE PURCHASED:

None designated at the commencement date of this SCHEDULE.

11. ASSETS:

CERES-IGER SCHEDULE 1

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Not applicable.

12. INSURANCE:

Not applicable.

13. INTELLECTUAL PROPERTY RIGHTS:

13.1 IGER Background Intellectual Property:

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

13.2. CERES Background Intellectual Property:

Molecular markers

Genome sequence information

[***]

[***] information

Proprietary software

14. USE AND COMMERCIALIZATION RIGHTS:

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

15. CONFIDENTIALITY/PUBLICATION:

Controlled by CA.

16. COMMENCEMENT/TERM:

Commencement: April 1, 2007

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

17. PROVISIONS FOR EARLY TERMINATION:

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

CERES-IGER SCHEDULE 1

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

(a) mutual, written agreement of the Parties;

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

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

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

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

CERES-IGER SCHEDULE 1

Page 9 of 10

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:

Page 2

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

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

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

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

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

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 [***] [***]

Page 1

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 [***] [***]

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

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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.

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

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

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

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

[***]

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

B

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

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

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

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

Year 1

Markers

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

C

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

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

KEY

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

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

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

D Advancing the [***] program

E Advancing [***] research

F Enhancing [***]

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

AMENDMENT II

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

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

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

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

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

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

Page 1 of 2

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

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

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

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

Made in two (2) copies.

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As long as the assignment or license grant by Defra to AU, and the corresponding grant of a license or sublicense to CERES in compliance with the Agreement, has not occurred, CERES will have the right to withhold [***] percent ([***]%) of the funding payable by CERES to AU pursuant to Attachment B Budget, attached to Schedule 1 (as this may be amended from time to time). CERES' rights to withhold such payments will terminate:

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

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

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

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

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

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

CONFIDENTIAL

AMENDMENT III

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

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

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

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

WHEREAS, IBERS and CERES further wish to amend Schedule 1, as set forth hereinafter.

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

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

Page 1 of 9

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

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

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

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

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

Made in two (2) copies.

Page 2 of 9

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

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

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

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

Attachment A/2010 revision

RESEARCH AND DEVELOPMENT PLAN

April 1, 2010 March 31, 2011 workplan

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

April 2010

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

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

April to July 2010

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

July to November

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

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

October

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

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

April Oct

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

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

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

In 2010 encumbrances ([***] and [***]) stopped us going down the route of [***] M. [***] with the well characterized [***] from [***].

[***] Type Number % [***] Produced >[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Total [***] [***] [***]

April 1, 2011 March 31, 2012 workplan

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Action proposed Dates Performed Summary of action taken 7. [***] experiments April to Oct A small trial revealed the value of [***] in [***] of [***] M. [***] from [***]. 8. Leaf samples from DNA to develop the [***] Oct Freeze dried samples sent to CERES from [***]

9. [***] from 2010 [***] raised for planting in [***] trials Jan March [***] tests identified successful [***]. A tray of each [***] was raised where possible (1 tray = [***] plants) 10. [***] from 2010 [***] sent to CERES April 2011 From these [***] from [***] with interesting [***] were sent to Charlie.

11. Reporting

Powerpoints of July 13 meeting sent Powerpoints of August 28 meeting sent Powerpoints of 1 and 2 Nov meeting sent Document on forward plans (Nov 2010) Powerpoints of meeting 20-21 Jan 2011

milestone Projected Dates Summary of planned actions 1. Characterise [***] from the [***] to inform development tracks 1 to 4

Ongoing

For [***] from the [***] we will perform measurements to collect:

[***] (when plants are [***] ([***] years from planting) [***] status in autumn [***] (scores and measurements) 2. Development of [***]/ [***] with desirable characters

Ongoing

Attempt >[***] exploratory [***] between [***] in [***] of the [***] Perform at least [***] with best [***] identified in [***] using the [***] and [***] in 2010 From these [***] of [***] and [***] with interesting [***] to be sent to Charlie.

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milestone Projected Dates Summary of planned actions 3. Development of [***] (CERES, IBERS)

Organize [***] phenotype data for use by CERES in collaboration with [***] (on a BBSRC funded flowering grant) and [***] (on the [***]). Monitor [***] planted in 20[***] through collaboration with [***] and the [***]. Supply of further leaf samples as requested for [***] analysis.

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milestone Projected Dates Summary of planned actions 4. Initiate field evaluation of selected potential new Miscanthus [***] and [***], measure [***] and other key [***].

April to Aug 2011

Notes [***] and [***] for [***] selections

Putative Trial name [***] 6 ST

plus [***] controls [***] 7 MP [***] blocks based on best [***] [***] 5 CB [***] blocks based on best [***] [***] 6 CB [***] blocks based on best [***] [***] 7 CB [***] blocks based on best [***] [***] 8 CB [***] testing [***] 9 ON miniplots, sue's choices [***] 3 MP miniplots, sue's choices [***] 25 MP [***] from 2010 [***] [***] 26 ST [***] [***] 27 CB [***] [***] 28 CB [***] which are now in [***]' [***] 29 ON Library of [***] used in [***] (E.G. #1 To 5'S) [***] 30 ON Selected lines into [***] [***] 3 ON Sue's MP selections [***] 1 MP

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milestone Projected Dates Summary of planned actions 5. [***] and [***]

Ongoing

[***] of [***] currently being raised from use in [***] will be supplied to [***]. [***] screens on [***] to be performed and added to MSCAN. 6. [***] experiments Field experiments with direct sowing using [***]. 7. Reporting Minutes and powerpoints from meetings

Attachment B/2010 revision

Budget

CERES shall pay IBERS [***] (GBP) per year for the implementation of the RESEARCH AND DEVELOPMENT PLAN set forth in Attachment A/2010 revision. Annual payments from CERES to IBERS shall not exceed [***] (GBP).

Payment details shall be as set forth in Article 1.8 of the Collaboration Agreement.

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

Institute of Biological, Environmental and Rural Sciences (IBERS) of Aberystwyth University Plas Gogerddan Aberystwyth Ceredigion SY23 3EB United Kingdom

Page 9 of 9 Confidential Treatment Requested and the Redacted Material has been separately filed with the Commission.
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:
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.
****