Common use of Term and Termination Clause in Contracts

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 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. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights 14.1 The term of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term 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, be fifteen (15) years from the date Effective Date, unless sooner terminated in accordance with the following provisions of this Article: (a) mutual, written agreement of the first sale Parties; (b) failure of a LICENSED VARIETY in such jurisdiction. 10.2 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 one Party to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, obligations under this Agreement, and such party Party subsequently fails to cure such failure(s) within (ai) thirty (30) days for failures to remit payment for amounts due under this Agreement and (bii) ninety (90) days for all other obligations in each case after receipt of written notice from the non-breaching party Party specifying such failure.failure(s); 10.3 NOBLE (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, (ai) 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 ); (bii) 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; 10.4 (e) CERES may after consultation with NOBLE will have the right to terminate this Agreement by unilaterally: (i) with thirty (30) days’ written notice to IGER if ▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 commercially reasonable opinion of CERES 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 markets for the LICENSED VARIETY change or do not develop as anticipatedEffective Date, so as if no rights to render the production, promotion and sale commercialize (including determination of the LICENSED VARIETY uneconomical 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 impractical (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 decides to cease is the breaching Party, Article 14.1 (c) if CERES ceases substantially all activities in SWITCHGRASS; 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 howeverthat 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 terminate its promotionhave the exclusive right to use and commercially exploit any JOINT INTELLECTUAL PROPERTY to the extent such JOINT INTELLECTUAL PROPERTY is not covered by any relevant license/commercialization agreement between the Parties. At or about the effective date of termination, marketing and sales 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 LICENSED VARIETYother initiating such negotiations, whether directly or through any SUBLICENSEESthe remuneration shall be settled in accordance with the dispute resolution procedure in Article 15. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 14.4 Termination of this Agreement for any reason will not relieve either party Party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs Articles 4, 5 (subject to Article 14.3), 6, 7, 8, 9.1, 9.2, 10, 1112.3, 13, 1414.2, 14.3, 14.4, 14.5, 15, 16, 16 and 17 18 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 14.5 Termination of this Agreement shall not affect automatically terminate any existing RESEARCH PROJECT, which can only be terminated according to the rights and obligations specific terms of the parties accrued prior related SCHEDULE. The terms and provisions of this Agreement shall continue to termination hereof. 10.9 Upon apply to the activities and outcomes of any such RESEARCH PROJECTS, notwithstanding the termination of this Agreement, no existing SUBLICENSES granted unless provided otherwise in the relevant SCHEDULE or 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach written agreement of the provisions of this AgreementParties upon termination.

Term and Termination. 10.1 Subject 11.1 This Agreement shall become effective as of the EFFECTIVE DATE, subject to any other rights of termination under this paragraphits approval or acceptance for filing by the FERC, and shall continue in effect through September 30, 2017, unless a change in the Unique Configuration occurs. If a change in the Unique Configuration occurs, this Agreement will terminate immediately. 11.2 This Agreement shall have not merge with or be terminated or superseded by any future agreement between the Parties that does not specifically so provide. 11.3 In the event either Niagara Mohawk or Producer abandons its work or facilities under this Agreement; becomes insolvent; or assigns or sublets this Agreement in a term equal to: (a) on a jurisdiction-by-jurisdiction basismanner inconsistent with this Agreement, or is violating any of the material conditions, terms, obligations, or covenants of this Agreement, or is not performing this Agreement in good faith, the term 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to other Party may terminate this Agreement unilaterally by giving providing written notice. Before instituting proceedings before FERC to terminate the Agreement, either Party must give written notice of termination to the other party if such other party fails to satisfy its material obligationsParty of the reasons for termination. If, 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) a period of thirty (30) days of receiving such notice, Producer or Niagara Mohawk cures the default or breach cited by the other in such written notice, to the reasonable satisfaction of the Party that provided such notice, and shall have complied with the provisions of this Agreement, such notice shall become null and void and of no effect. Otherwise, such notice shall remain in effect and, except to the extent expressly provided for failures to remit payment for amounts due herein, the obligations of the Parties 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. 10.3 NOBLE will have the right to shall terminate this Agreement unilaterally with thirty (30) days’ written days after such notice was provided. 11.4 In the event of a billing dispute between Niagara Mohawk and Producer arising hereunder, Niagara Mohawk will not apply to CERESremove the Interconnection Facility or any part of the Electrical System from service or to terminate service thereon as long as Producer: (1) continues to make all payments and (ii) adheres to the dispute resolution procedures set forth in Article XX of this Agreement and pays into an independent escrow account the portion of any invoice in dispute, (a) if CERES seeks protection under any bankruptcypending resolution of such dispute. If Producer fails to meet these two requirements, insolvencythen a default shall be deemed to exist, 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 the procedures set forth in this Agreement relates are acquired Article XI for the removal of the Interconnection Facility from service shall apply. Billing disputes arising from retail service to Producer shall be governed by a third party (whether by sale, acquisition, merger, operation of law the Retail Tariff or otherwise))applicable contracts. 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 11.5 Termination of this Agreement shall not relieve Producer or Niagara Mohawk of any of its liabilities and obligations arising hereunder prior to the date termination becomes effective, and Producer or Niagara Mohawk may take whatever judicial or administrative actions as appear necessary or desirable to enforce its lights hereunder. The rights specified herein are not exclusive and shall be in addition to all other remedies available to either Party, either at law or in equity, for default or breach of any provision of this Agreement; provided, however, that in no event shall Niagara Mohawk or Producer be liable for any reason will not relieve either party incidental, special, indirect, exemplary or consequential costs, expenses, or damages sustained by the other, as provided for in Article XXI hereto. 11.6 If a Party provides to the other written notice of any obligation or liability accrued termination pursuant to paragraph 11.3 and, in accordance therewith, such notice remains in effect thirty (30) days after such notice was provided (thereby terminating the obligations of the Parties under this Agreement before termination Agreement), the Party that received such notice shall be liable to the other for all costs, expenses, liabilities and obligations, including reasonable attorneys' fees, incurred by the other Party resulting from or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any relating to the termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any 11.7 In the event of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES Niagara Mohawk, at its sole option may physically disconnect the Production Facility; provided, however, that Niagara Mohawk shall leave the retail infrastructure which serves the Manufacturing Plant in place and operational. To the extent necessary, Producer shall provide Niagara Mohawk access to third parties the Production Facility and cooperate with Niagara Mohawk to disconnect the Production Facility. Continued service to the Manufacturing Plant shall be affected governed by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESRetail Tariff or applicable contracts. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 16.1 Subject to any other rights of termination under this paragraphArticle, this Agreement shall have a term equal toremain in full force and effect until: (a) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen the tenth (1510th) years from anniversary of the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 16.2 Each party Party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party Party if such other party 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 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 Party specifying such failure. 10.3 NOBLE 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)). 10.4 16.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESMISCANTHUS. 10.5 16.5 The parties Parties may terminate this Agreement at any time by mutual, written agreement. 10.6 16.6 Termination of this Agreement for any reason will not relieve either party Party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs Articles 8, 10, 11, 12, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 16.7 Termination of this Agreement shall not affect the rights and obligations of the parties Parties accrued prior to termination hereof. 10.9 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. NOBLE IGER shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 16.9 Termination of this Agreement shall not prevent: (a) NOBLE IGER from recovering any royalties due as of termination; and (b) either party Party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights of termination under 15.1 This agreement shall commence on the Effective Date. Unless terminated earlier in accordance with this paragraphclause 15, this Agreement agreement shall have a term equal to: (acontinue in force for the Initial Term and shall automatically extend on an annual basis ( Extended Term) on a jurisdiction-by-jurisdiction basis, at the term end of the INTELLECTUAL PROPERTY RIGHTS in Initial Term and at the respective jurisdiction covering end of each Extended Term. A party may give written notice to the LICENSED VARIETY; or (b) in those jurisdictions in which other party, not later than 120 days before the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date end of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have Initial Term or the right relevant Extended Term, to terminate this Agreement unilaterally agreement at the end of the Initial Term or the relevant Extended Term, as the case may be. 15.2 Without prejudice to any rights that the parties have accrued under this agreement or any of their respective remedies, obligations or liabilities, and subject to clause 16, either party may terminate this agreement with immediate effect by giving written notice of termination to the other party if such if: a) the 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 pay any amount due under this Agreement agreement on the due date for payment and remains in default not less than 60 days after being notified in writing to make such payment; b) the other party commits a material breach of any material term of this agreement and (bif such breach is remediable) ninety (90fails to remedy that breach within a period of 30 days after being notified to do so; c) days for all the Supplier breaches any of the terms of clause 5, clause 7 or clause 13; d) the other obligations after receipt party suspends, or threatens to suspend, payment of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right its debts, or is unable to terminate this Agreement unilaterally with thirty (30) days’ written notice pay its debts as they fall due or admits inability to CERESpay its debts, (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 (bbeing a company) is deemed unable to pay its debts, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, or (being a partnership) has any partner to whom any of the foregoing apply; e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of dissolution a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of CERES that other party (excluding being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver; i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any situation where part of the other party's assets and such attachment or process is not discharged within 14 days; or k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or substantially all a substantial part 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))its business. 10.4 CERES may 15.3 Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after consultation with NOBLE terminate termination of this Agreement by written notice if agreement shall remain 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 full force and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESeffect. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 15.4 Termination of this Agreement 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. Paragraphs 8reason, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and accrued rights, remedies, obligations or liabilities of the parties accrued prior to termination hereofexisting at termination. 10.9 Upon 15.5 On termination of this Agreementagreement for any reason: a) the Supplier shall immediately cease provision of the Managed Services but may provide Transition Services for a further period in accordance with clause 16.2; b) each party shall return and make no further use of any equipment, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such terminationproperty, materials and other items (and all such sublicenses shall remain in effect according to their terms, pursuant copies of them) belonging to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of terminationother party; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights The term of termination under this paragraph, this Agreement shall have a term equal to: be for five (a5) on a jurisdiction-by-jurisdiction basisyears (the “Initial Term”) and, provided that at the end of the Initial Term, and later at the end of each Renewal Term (as defined in this section) Licensee has paid all Royalties owing hereunder, the term Agreement shall automatically renew for successive terms of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or five (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (155) years from the date of the first sale of (each a LICENSED VARIETY “Renewal Terms”) unless terminated by Licensee in such jurisdiction. 10.2 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 writing 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) less than thirty (30) days for failures prior to remit payment for amounts due under this Agreement and the expiration of the Initial Term or any Renewal Term (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement unilaterally with if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days’ days after written notice of such breach is given to CERESit by the other Party; (ii) the other Party files a voluntary, (a) if CERES seeks protection or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES bankruptcy law (and such is not dismissed within one hundred twenty ten (12010) days); (iii) there is an order, judgment or (b) in case decree by a court of dissolution competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or winding up appointing a receiver, trustee or liquidator 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)). 10.4 CERES may after consultation with NOBLE 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 substantial part of the LICENSED VARIETY uneconomical other Party’s assets and such order, judgment or impractical or if CERES decides decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, perform any of the aforementioned seed from plants which are other material obligations set forth in this Agreement and such default: (i) in the field on case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination or expiry of this Agreement, no existing SUBLICENSES granted by CERES pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or AFFILIATED COMPANIES to third parties shall be affected by such terminationcontrol, if any, and all shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of terminationConfidential Information; and (bc) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either party from obtaining a remedy for any breach of the provisions of this AgreementParty’s rights or remedies available at law, in equity or otherwise.

Term and Termination. 10.1 11.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term (the “Term”) equal toto the longer of: (a) on On a jurisdiction-by-jurisdiction basis, the term 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY Licensed Variety; or (b) On a jurisdiction-by-jurisdiction basis, the term of any plant variety rights in such jurisdictionthe respective jurisdiction covering the Licensed Variety. 10.2 Each party 11.2 Subject to the procedural requirements of Paragraph 11.3, UGARF shall have the right to terminate this Agreement unilaterally by giving upon the occurrence of any one or more of the following events: (a) Failure of NOBLE to make full payment required under this Agreement when due; (b) Failure of NOBLE to render written notice reports as required under this Agreement when due; (c) Failure of termination NOBLE to the comply with Article VI of this Agreement; or (d) Failure of NOBLE to comply with any of its 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, obligations under this Agreement, and such party subsequently fails . 11.3 UGARF may exercise its right to cure such failure(s) within (a) terminate for cause by giving NOBLE thirty (30) days prior written notice of their election to terminate and the basis for failures to remit payment for amounts due under such election. Upon expiration of such notice period, this Agreement and (b) ninety (90) days shall automatically terminate unless NOBLE cures the state basis for all other obligations after receipt of written the termination within the 30-day notice from the non-breaching party specifying such failureperiod. 10.3 11.4 In the event this Agreement is terminated by UGARF, Noble shall destroy all production fields and all seed of Licensed Variety and notify UGARF of such action. 11.5 NOBLE will have the right to may terminate this Agreement unilaterally with thirty (30) days’ upon 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)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice termination if in the commercially reasonable opinion of CERES the NOBLE the markets for the LICENSED VARIETY change or do not develop as anticipated, Licensed Variety changes so as to render the production, promotion promotion, and sale of the LICENSED VARIETY Licensed Variety uneconomical or impractical or if CERES decides commercially impractical. 11.6 In the event this Agreement is terminated by NOBLE, NOBLE shall destroy all production fields of Licensed Variety seed and notify UGARF of such action. NOBLE may continue to cease substantially all activities sell Licensed Variety seed in SWITCHGRASSthe ordinary course of business for a period of one (1) year after the termination date; provided however, CERES shall terminate its promotion, marketing the royalties on such sales are paid in the amounts and sales of in the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of manner provided in this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2. Following such one (1) year period, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any remaining inventory of the aforementioned Licensed Variety seed from plants which are in the field on the termination datemust be destroyed, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm shall notify UGARF of the LICENSED VARIETIES other than seedsame. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 11.7 Upon termination of this Agreement, no existing SUBLICENSES Sublicense granted by CERES or AFFILIATED COMPANIES to third parties NOBLE shall be affected by such termination, and all such sublicenses Sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue Sublicensee to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESbecome a Licensee of UGARF. 10.10 11.8 The provisions of Articles VIII, IX and X and Paragraph 11.6 shall remain in full force and effect notwithstanding the termination of this Agreement. 11.9 Termination of this Agreement shall not prevent: : (a) NOBLE UGARF from recovering any royalties due as of terminationtermination (or thereafter, pursuant to Paragraph 11.6); and and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this a. This Agreement shall have continue in effect for a term equal to: period of five (a) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (155) years from the date of Effective Date hereof (the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each "Initial Term") and shall renew automatically for additional one-year periods ("Renewal Terms") unless either party shall have the right to terminate this Agreement unilaterally by giving provides written notice of termination to the other party if such at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term or earlier terminated as provided in Section 23(b) below. If this Agreement is terminated by either party upon ninety (90) days notice pursuant to this Section 23(a): (i) the other party fails to satisfy its material obligationsmay make one last purchase of the other party's portion of the Derived Telephony Product, which shall include but are not limited to, making required reports and making required payments, under in accordance with the terms of this Agreement, for delivery within up to three (3) months of termination of the Agreement, and (ii) either party may purchase continuing support from the other party, if such support is available, upon payment of the other party's standard support fee. b. If Paradyne terminates the Agreement pursuant to Section 23(a) and the license fee in Section 2a has been paid in full: (i) AGCS' license under Section 2(a) shall become perpetual following termination of this Agreement, provided that AGCS complies with all of the other applicable surviving terms and restrictions as set forth herein, and (ii) if the MVP Endpoints are no longer commercially available on competitive terms, from either Paradyne or any other third party, then, Paradyne shall grant to AGCS a royalty free license, specified in Section 14b, to manufacture, have manufacture, distribute, sell and/or lease the MVP Endpoints at no charge, provided that AGCS shall provide all necessary support and maintenance for such MVP Endpoints. c. If AGCS terminates the Agreement pursuant to Section 23(a): (i) AGCS shall have a continuing royalty free Paradyne MVP technology license to maintain the embedded base of Switch Product and a royalty bearing license to continue to sell the Switch product. Such royalty shall be mutually agreed upon, and if failing to agree will be resolved using arbitration procedures in Section 25n and (ii) if the Switch Products are no longer commercially available on competitive terms from either AGCS or any other third party, then AGCS will grant to Paradyne a perpetual, royalty free license to manufacture, have manufactured, distribute, sell and/or lease the Switch Products at no charge, provided that Paradyne shall provide all necessary support and maintenance for such Switch Products. d. Either party subsequently fails to cure such failure(smay terminate this Agreement as follows: (i) within (a) upon 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 if the non-breaching other party specifying materially defaults in the performance of its obligations hereunder and such failure. 10.3 NOBLE will have default is not corrected within the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERESday period, or (aii) immediately if CERES seeks protection the other party files a petition in bankruptcy, makes an assignment for the benefit of creditors, is adjudicated bankrupt or insolvent, petitions or applies for a receiver or trustee for a substantial part of its property, or commences any proceeding under any bankruptcyreorganization arrangement, insolvency, receivership, trust, deed, creditors arrangement dissolution or comparable proceeding liquidation law or statute of any jurisdiction or if there is commenced against such party any such proceeding is instituted against CERES (and which has not been dismissed within one hundred twenty (120) days) or (b) in case days 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)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in such commencement. 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 event of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement for any reason will not relieve either in accordance with the terms of this Section 23.d. the defaulting party under 23(d)(i) above and the party that is the subject of any obligation the bankruptcy or liability accrued other proceeding under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 1623(d)(ii) above shall be deemed the terminating party, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereofset forth in Sections 23.b and 23.c shall apply. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this (a) This Agreement shall have a term equal tocommence on the date hereof and shall terminate on the date that is the earliest to occur of the following: (ai) on a jurisdiction-by-jurisdiction basis, the term mutual written agreement of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orSensata and EMS; (bii) in those jurisdictions in which seventy (70) days following the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date delivery of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination sent by Sensata to EMS at any time on or following the thirtieth (30th) calendar day after the date hereof; (iii) two hundred and seventy (270) days following the date hereof (unless extended by mutual written agreement of the parties hereto prior to such date, provided, however, in no circumstances will EMS be required to commit any Net Working Capital 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(sECS Division during any extension period); (iv) 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. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with at any time upon thirty (30) days’ written notice by the non-breaching party upon the occurrence of a material breach of this Agreement by the other party (other than breaches of Section 6 (Provision of Silver), which will require sixty (60) days’ written notice and cure periods), which breach is not cured within such 30 day notice period; and (v) immediately upon (i) the effective date specified in a written notice delivered by Sensata to CERESEMS following EMS’ breach of any of its obligations set forth in Schedule 10, (aii) if CERES seeks protection under the effective date specified in a written notice delivered by EMS to Sensata after the final determination of Sensata’s breach of any bankruptcyof its obligations set forth in Section 4 (Loss Payment), insolvencySection 5 (Working Capital) (such final determination to be made in the manner set forth in Section 4 or Section 5, receivershiprespectively), trust, deed, creditors arrangement or comparable proceeding or if (iii) the effective date specified in a written notice delivered by EMS to Sensata following Sensata’s failure to pay EMS the invoiced amount for any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or ECS Products pursuant to Section 2 hereof. (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)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in Upon 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement (including after expiration of any applicable notice provision contemplated by Section 3(a)), Sensata shall immediately purchase from EMS and EMS shall sell to Sensata all Inventory of the ECS Division (to the extent meeting Sensata’s specifications and produced by EMS following the date hereof), at a purchase price equal to the then current net carrying cost of any raw materials and work in process, as stated in EMS’ books and records of accounting, (prepared in accordance with past practice) and the historical sale price paid by Sensata to EMS for any reason will finished goods; provided, however, that Sensata may (in its sole discretion) but shall not relieve either party of any obligation or liability accrued under be obligated to purchase such Inventory in the event that EMS has breached this Agreement before termination or rescind in any payments made or due before terminationmaterial respect. Paragraphs 8For purposes of this Agreement “Inventory” shall include all: (i) raw materials (ii) work in process; and (iii) finished goods, 10wherever located. Subject to the foregoing, 11, 13, 14, 15, 16, and 17 will survive any EMS shall deliver the Inventory within thirty (30) days after the termination of this Agreement, such delivery to be made at Sensata’s expense (such expenses to be approved in advance by Sensata in writing) to a location specified in writing by Sensata, and upon delivery, Sensata shall pay the amounts specified herein. 10.7 Upon (c) To the extent that the date of termination by CERES of this Agreement does not coincide with the end of a calendar month, EMS shall provide to Sensata within five (5) days of the termination of this Agreement, a short-period P&L Statement (prepared pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED the provisions described in its possession and promptly upon harvesting, any Section 4 below) for the period beginning on the last day of the aforementioned seed from plants which are immediately preceding calendar month and ending on the date of termination of this Agreement. Either EMS or Sensata, as the case may be, shall make either a Loss Payment or Profit Payment as indicated in the field on short-period P&L Statement, pursuant to the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose terms of collecting germplasm of the LICENSED VARIETIES other than seedpayment set forth in Section 4 below. 10.8 Termination (d) The termination of this Agreement shall not affect the rights and obligations relieve any party of the parties any liability accrued prior to termination hereof. 10.9 Upon termination the effective date 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 termination shall remain in effect according to their terms, pursuant to not affect the election continued operation or enforcement of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination any provision of this Agreement shall not prevent: (a) NOBLE from recovering which by its express terms or by reasonable implication is to survive any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 7.1 The term of this Agreement (the “Term”) shall commence as of the Closing Date (the “Effective Date”) and shall terminate and expire on the tenth (10th) anniversary of Effective Date (the “Expiration Date”), as such Expiration Date may be extended pursuant to any other rights the terms of termination under this paragraphSection 7.3, unless earlier terminated in accordance with the terms of Section 7.2. If the Closing does not occur and the Merger Agreement is terminated in accordance with its terms, this Agreement shall have a term equal tobe void and of no effect. 7.2 Subject to Section 7.3, this Agreement may be terminated only as follows: (a) on a jurisdiction-by-jurisdiction basis, the term by mutual written agreement of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orThe Villages and SNB; (b) by The Villages, if SNB shall have breached or failed to perform any of its covenants or other agreements contained in those jurisdictions in this Agreement which the LICENSED VARIETY breach, inaccuracy or failure to perform is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen either (15i) years from not curable on or prior to the date of set forth in Section 7.3, or (ii) is not cured by the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 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) date that is thirty (30) days for failures following written notice from The Villages to remit payment for amounts due under this Agreement and SNB of such breach; provided that if such breach, inaccuracy or failure cannot reasonably be cured within such thirty (b30) day period, SNB shall have a reasonable period of time, not to exceed an additional ninety (90) days for all other obligations after receipt of written notice from days, to effect such cure so long as SNB commences such cure with the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with initial thirty (30) days’ day period and diligently pursues same to completion; (c) by SNB, if The Villages shall have breached or failed to perform any of its covenants or other agreements contained in this Agreement, which breach, inaccuracy or failure to perform is either (i) not curable on or prior to the date set forth in Section 7.3, or is (ii) not cured by the date that is thirty (30) days following written notice from SNB to CERESThe Villages of such breach; provided that if such breach, inaccuracy or failure cannot reasonably be cured within such thirty (30) day period, The Villages shall have a reasonable period of time, not to exceed an additional ninety (90) days, to effect such cure so long as The Villages commences such cure with the initial thirty (30) day period and diligently pursues same to completion; (d) subject to applicable Law, by either Party upon the occurrence of a Bankruptcy Event of the other Party. “Bankruptcy Event” shall mean, each as provided for under any provisions of federal or state bankruptcy Law: with respect to either Party, if such Party (i) makes an assignment for the benefit of creditors, (aii) files a voluntary petition in bankruptcy, (iii) is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law or regulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature, (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Party or of all or any substantial part of its properties or assets, or (vii) if CERES seeks protection one hundred twenty (120) days after the commencement of any proceeding against the Party seeking reorganization, arrangement, composition, readjustment, liquidation or similar relief under any bankruptcystatute, insolvencylaw or regulation, receivershipthe proceeding has not been dismissed, 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) days after the appointment without such Party’s consent or (b) in case acquiescence of dissolution a trustee, receiver or winding up liquidator of CERES (excluding any situation where such Party or of all or substantially all any substantial part of CERES’ its properties or assets, stock the appointment is not vacated or business to which this Agreement relates are acquired by a third party stayed, or within one hundred twenty (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may 120) days after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party expiration of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8such stay, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall appointment is not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.vacated;

Term and Termination. 10.1 Subject 7.1 In AT&T ILLINOIS, the Effective Date of this Agreement shall be ten (10) calendar days after the Commission approves this Agreement under Section 252(e) of the Act or, absent such Commission approval, the date this Agreement is deemed approved under Section 252(e)(4) of the Act. 7.2 The term of this Agreement shall commence upon the Effective Date of this Agreement and will remain in effect for three (3) years after the Effective Date and continue in full force and effect, thereafter until (i) superseded in accordance with the requirements of this section or (ii) terminated pursuant to the requirements of this section. No earlier than one-hundred eighty (180) days before the expiration of the term, either Party may request that the Parties commence negotiations to replace this Agreement with a superseding agreement by providing the other Party with a written request to enter into negotiations 7.3 Notwithstanding any other rights provision of this Agreement either Party may terminate this Agreement and the provision of any Interconnection, Resale Services, Network Elements, functions, facilities, products or services provided pursuant to this Agreement, at the sole discretion of the terminating Party, in the event that the other Party fails to perform a material obligation or materially breaches a material term of this Agreement and the other Party fails to cure such nonperformance or breach within forty-five (45) calendar days after written notice thereof. Any termination of this Agreement pursuant to this Section shall take effect immediately upon delivery of written notice to the Party that failed to cure such material nonperformance or material breach within forty-five (45) days after written notice thereof. 7.4 If, upon termination of this Agreement other than pursuant herein, the Parties are negotiating a successor agreement, during such period each Party shall continue to perform its obligations and provide the services described herein that are to be included in the successor agreement until such time as a successor agreement becomes effective; provided, however, that if the Parties are unable to reach agreement prior to the termination of this Agreement, either Party has the right to submit this matter to the Commission for resolution. Until a successor agreement is reached or the Commission resolves the matter, whichever is sooner, the terms, conditions, rates and charges stated herein will continue to apply, subject to a true-up based on the Commission action or the new agreement, if any. 7.5 If MCIm requests renegotiations pursuant to Section 7.2, MCIm shall provide a written request to commence negotiations with AT&T ILLINOIS under this paragraphSections 251/252 of the Act. If AT&T ILLINOIS requests renegotiations pursuant to Section 7.2, MCIm shall have ten (10) calendar after its receipt of such notice to provide AT&T ILLINOIS with written confirmation of MCIm’s intent to pursue a successor agreement and shall provide a written request to commence negotiations with AT&T ILLINOIS under Sections 251/252 of the Act. Upon receipt of MCIm’s Section 252(a)(1) request, the Parties shall commence good faith negotiations on a successor agreement 7.6 If neither Party requests renegotiations pursuant to Section 7.2, this Agreement shall have continue in full force and effect for one year after the expiration of the original three (3) year term set forth in Section 7.2. 7.7 If at any time during the Section 252(a)(1) negotiation process (prior to or after the expiration date or termination date of this Agreement), MCIm withdraws its Section 252(a)(1) request, MCIm must include in its notice of withdrawal a term equal to: request to adopt a successor agreement under Section 252(i) of the Act or affirmatively state that MCIm does not wish to pursue a successor agreement with AT&T ILLINOIS for a given state. If MCIm requests adoption of an agreement under Section 252(i), this Agreement shall remain in full force and effect until such adoption becomes effective. If MCIm affirmatively states that it does not wish to pursue a successor agreement, this Agreement shall continue in full force and effect until the later of: 1) the date one year after the expiration of the original three (a3) on a jurisdiction-by-jurisdiction basis, the year term 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 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 (bor 2) ninety (90) calendar days for all other obligations after receipt the date MCIm provides notice of written notice from the non-breaching party specifying such failurewithdrawal of its Section 252(a)(1) request. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 7.8 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 Agreement in effect according to their terms, pursuant to the election of accordance with this Section 7: a. each SUBLICENSEE. NOBLE Party shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.comply with its Confidential Information obligations,

Term and Termination. 10.1 Subject 21.1 The term of this Agreement will continue on a country-by-country basis until the greater of ten (10) years after the Launch or the expiration in such country of the last to any other rights expire Patent Right included in the Licensed Technology or Improvements licensed hereunder (the “Initial Term”). 21.2 After the Initial Term and only with respect to countries of termination under this paragraphthe Territory where the Product has been successfully Launched, this Agreement shall have be automatically renewed on a term equal tocountry-by-country basis by additional successive periods of [***] ([***]) years unless it is terminated by either Party giving [***] ([***]) month’s prior written notice. 21.3 Either Party shall be entitled to terminate the Agreement if: (a) the other Party commits a material breach under this Agreement and in the case of a breach which is capable of remedy fails to remedy it within [***] ([***]) days of receipt of notice from the first Party of such breach and of its intention to exercise its rights under this Clause; (b) the other Party enters into insolvency or bankruptcy or is unable to pay its debts as they fall due, or a trustee or receiver or the equivalent is appointed to the other Party, or proceedings are instituted against the other Party relating to dissolution, liquidation, winding up, bankruptcy, insolvency or the relief of creditors, if such proceedings are not terminated or discharged within [***] ([***]) days; (c) any law, decree, or regulation is enacted within the Territory which would substantially impair or restrict (1) the terminating Party’s right to terminate or elect not to renew this Agreement as herein provided; (2) ZOGENIX’s right, title or interest in the Products or the Intellectual Property Rights therein; (3) as to DESITIN, DESITIN’s right to market and distribute the Products in accordance with this Agreement; or (4) as to ZOGENIX, ZOGENIX’s right to collect the Purchase Price or Royalties as set forth in this Agreement; or *** Certain information on a jurisdiction-by-jurisdiction basisthis page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (d) an adverse event occurs which has substantially impaired the other Party’s ability to continue to perform its obligations hereunder and the other Party is unable to provide the terminating Party with adequate assurance of future performance. 21.4 Either Party shall be entitled to terminate this Agreement with [***] ([***]) days written notice without any damage, legal redress or compensation due it if the term continued development or marketing of the INTELLECTUAL PROPERTY RIGHTS Product is no longer possible due to advice from a relevant Regulatory Authority or clinical review board in the respective jurisdiction covering Territory or due to serious adverse events caused by the LICENSED VARIETYProduct anywhere in the world. 21.5 DESITIN shall be entitled to immediately terminate this Agreement with written notice and without any damage, legal redress or compensation due to ZOGENIX in case: (a) a competent Regulatory Authority imposes therapeutic indications in the Territory not acceptable to DESITIN or require the Product to be marketed as generic drug in the Territory; or (b) the Regulatory Authorities in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date Territory require more than one study regarding bioequivalence of the first sale of a LICENSED VARIETY in such jurisdictionProduct to obtain Marketing Authorisation. 10.2 Each party 21.6 ZOGENIX shall have the right be entitled 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) with 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. 10.3 NOBLE will have the right without any damage, legal redress or compensation due 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) DESITIN 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not preventcase: (a) NOBLE from recovering DESITIN in each of [***] consecutive calendar years (other than any royalties due as partial calendar year in which the Product is first Launched) fails to meet at least [***]% of termination; andthe mutually agreed sales forecasts provided that such shortfall is caused by circumstances within DESITIN’s reasonable control; (b) either party DESITIN takes any act or step impairing the Intellectual Property Rights of ZOGENIX or does anything that might otherwise adversely affect the Intellectual Property rights of ZOGENIX (whether DESITIN’s act or challenge of ZOGENIX’s rights is in good faith) and, if the act or step is capable of remedy, fails to remedy it within thirty (30) days of receipt of notice from obtaining a remedy ZOGENIX of such act or step and of its intention to exercise its rights under this Clause 21.6; or (c) DESITIN ceases to carry on business in the marketing of pharmaceutical products in the Territory. 21.7 DESITIN shall be entitled to terminate this Agreement with [***] ([***]) days’ prior written notice under the conditions set forth in Section 8.1. Following the effective date of such termination, ZOGENIX shall reimburse DESITIN for any breach [***] percent ([***]%) of the provisions Third Party costs incurred by DESITIN in connection with clinical development and regulatory approval of the Product in the Territory under this Agreement, upon receipt of reasonably detailed documentation supporting such costs and such other supporting documentation as ZOGENIX may reasonably request. In no event shall the amounts reimbursed DESITIN pursuant to this Section 21.7 exceed US$[***]. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Term and Termination. 10.1 Subject to any other rights 12.1 The Term of termination under this paragraph, this Agreement shall have a term equal tobegin on the Effective Date and end at midnight on the day prior to the three (3) year anniversary of the Effective Date. 12.2 This Agreement may be immediately terminated by either of the parties for cause by giving written notice to the other upon the occurrence of any of the following events: (a) on The other party breaches any material provision of this Agreement and fails to substantially cure such breach within thirty (30) days following the receipt from the non-breaching party of a jurisdiction-by-jurisdiction basis, written notice of such breach; which notice reasonably specifies the term extent and nature of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orsuch breach. (b) The other party (i) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency, or other similar law now or hereafter in those jurisdictions in which effect; (ii) makes a general assignment for the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedbenefit of creditors, fifteen (15iii) years from the date becomes insolvent, (iv) ceases doing business, and/or (v) takes any corporate action to authorize any of the first sale of a LICENSED VARIETY in such jurisdictionforegoing. 10.2 Each party 12.3 AMO 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 in 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(sentirety at any time upon providing twelve (12) 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. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ months written notice to CERES, Allergan. AMO may also discontinue the manufacture of any individual Product upon providing twelve (a12) 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)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by months written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change to Allergan. AMO shall send firm purchase orders to Allergan six (6) months prior to expiration 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination 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 all Product(s) AMO desires Allergan to deliver during the six (6) month period prior to termination. Paragraphs 8Allergan agrees to review these orders by the last calendar day of the month and advise AMO that it will be able, 10or unable, 11, 13, 14, 15, 16, and 17 will survive any to achieve the requested volumes with either (i) confirmation of the purchase order(s) or (ii) notice of specific feasibility issues. Allergan shall use commercially reasonable efforts to maintain capacity in order to achieve the requested volumes. 12.4 Upon expiration or termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued pursuant to this Agreement shall cease, except as follows: (i) Obligations of confidentiality and use of information under Section 16 of this Agreement shall survive such expiration or termination; (ii) the indemnity obligations under Section 17 shall survive such expiration or termination; and (iii) expiration or termination of this Agreement for any reason by a party shall not relieve the parties of any obligation accruing prior to termination hereofsuch expiration or termination. 10.9 12.5 It is AMO's sole responsibility to transfer the technology required to manufacture Product(s) from Allergan to other manufacturers upon the expiration or termination of this Agreement. Allergan's assistance in such transfer will be provided at either the Waco Facility, Westport Facility or Sao Paulo Facility, as applicable, under the same conditions, both in terms of duration and substantive assistance, as the analytical technology transfer assistance described in Section 6.3. 12.6 Upon expiration of this Agreement, or in the event this Agreement is terminated for any reason including force majeure, AMO shall purchase all Raw Materials and Product(s) existing at the time of expiration or termination at Cost, provided that such Raw Materials and Product(s) were produced or purchased pursuant to Section 3 or Section 8 in response to actual purchase orders and forecasts submitted by AMO. Payment is due within thirty (30) days of invoice receipt from Allergan. 12.7 Upon expiration or termination of the Agreement, AMO has the option to purchase from Allergan, at Allergan's depreciated book value, production assets used by Allergan solely to manufacture Product(s), for AMO. Allergan will provide a list of these production assets to AMO twelve (12) months prior to the expiration of the Agreement. AMO must submit purchase orders for these assets at least six (6) months prior to the termination of the Agreement. AMO will be responsible for removal, crate and freight on this equipment. 12.8 Upon expiration or termination of this Agreement, no existing SUBLICENSES granted AMO shall assume sole responsibility for all reference standards and ongoing stability testing of the Product(s). All stability and retained samples will be shipped 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 Allergan EXW to the election physical storage location of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: AMO's choice at AMO's request, but no later than six (a6) NOBLE months from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach the expiration or termination of the provisions of this Agreement. Allergan will cooperate with AMO in the stability testing technology transfer to a new site, to the extent provided in Section 6.3.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) This Agreement shall commence immediately upon the Closing Date and shall terminate upon the earliest to occur of: (i) the last date on a jurisdiction-by-jurisdiction basiswhich either Party is obligated to provide any Service to the other Party in accordance with the terms hereof, (ii) the term mutual written agreement 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right Parties to terminate this Agreement unilaterally in its entirety and (iii) the Expiration Date. Notwithstanding the foregoing, Comcast and Newco shall agree to provide the Comcast Services and the Newco Services, respectively, on the terms and conditions set forth in this Agreement for a commercially reasonable period following the Expiration Date to the extent necessary to avoid significant disruption to Newco’s or Comcast’s business, as applicable; provided that, during such period, Comcast shall not be obligated to provide services (A) that historically have not been generally provided under transition services agreements to former businesses that were divested by giving Comcast, (B) that are not appropriate to be provided, in the reasonable judgment of Comcast, due to constraints under Law, (C) that, in accordance with internal policies, procedures or practices of Comcast in effect on the Expiration Date, Comcast does not provide to an entity in which Comcast holds a minority equity interest or (D) that are provided through a third party provider and the relevant Contract with the third party does not permit such service to be provided to Newco. (i) Without prejudice to a Recipient’s rights with respect to a Force Majeure, a Recipient may from time to time terminate this Agreement with respect to any Service, in whole but not in part: (A) for any reason or no reason upon providing at least sixty (60) days’ prior written notice of termination to the other party Provider of such termination (unless a longer notice period is specified in the Schedules), in each case, subject to the obligation to pay Termination Charges; (B) if the Provider of such other party fails Service has failed to satisfy perform any of its material obligations, which shall include but are not limited to, making required reports and making required payments, obligations under this AgreementAgreement with respect to such Service, and such party subsequently fails failure shall continue to cure such failure(s) within (a) exist thirty (30) days for failures after receipt by the Provider of written notice of such failure from the Recipient; or (C) immediately upon mutual agreement of the Parties, and (ii) a Provider may terminate this Agreement with respect to remit payment for amounts due one or more Services, in whole but not in part, at any time upon prior written notice to the Recipient if the Recipient has failed to perform any of its material obligations under this Agreement relating to such Services, and such failure shall be continued uncured for a period of thirty (b) ninety (9030) days for all other obligations after receipt by the Recipient of a written notice of such failure from the non-breaching party specifying such failure. 10.3 NOBLE will have Provider. If the right termination of a Service pursuant to terminate this Agreement unilaterally with clause (i)(A) or (i)(B) would, in the reasonable determination of the Provider, require the termination or partial termination of, or otherwise affect the provision of, any other Service, the Provider shall, in the case of the termination of a Service pursuant to clause (i)(A), within thirty (30) days’ , and in the case of the termination of a Service pursuant to clause (i)(B), within fifteen (15) days, following the delivery of termination notices pursuant to such clauses, provide written notice to CERESthe Recipient listing each such affected Service and Recipient may withdraw its termination notice. If such termination notice is not withdrawn, Provider’s obligation to provide the Services listed in its notice shall terminate automatically with the termination of such Service. The relevant Schedule shall be updated to reflect any terminated Service. In the event that any Service is terminated other than at the end of a month, the Service Charge associated with such Service shall be pro-rated appropriately. (ac) A Recipient may from time to time request a reduction in part of the scope or amount of any Service. If requested to do so by the Recipient, the applicable Service Charge shall, to the extent appropriate (if CERES seeks protection under any bankruptcyany), insolvencybe adjusted in light of all relevant factors, receivership, trust, deed, creditors arrangement or comparable proceeding or if including the costs and benefits to the Provider of any such proceeding is instituted against CERES (reductions and not dismissed within one hundred twenty (120) days) or (b) any applicable Termination Charges, in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business a manner consistent with the methodologies used to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if determine the Service Charges set forth in the commercially reasonable opinion applicable Schedules. The relevant Schedule shall be updated to reflect any reduced Service. In the event that any Service is reduced other than at the end of CERES a month, the markets Service Charge associated with such Service 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 month in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties such Service is reduced 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESpro-rated appropriately. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights The term of termination under this paragraph, this Agreement shall have a term equal to: (a) be in perpetuity provided that all royalties owed to the Licencee are current on a jurisdiction-by-jurisdiction basis, the term anniversary 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally unless terminated 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 Licensee in writing 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) less than thirty (30) days for failures prior to remit payment for amounts due under this Agreement and the expiration of the Initial Term or any Renewal Term (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will “Term”). Either Party shall have the right on prior written notice to the other Party to terminate this Agreement unilaterally with if: (i) the other Party fails to pay an amount to the other when due hereunder and such breach is not cured within thirty (30) days’ days after written notice of such breach is given to CERESit by the other Party; (ii) the other Party files a voluntary, (a) if CERES seeks protection or consents to an involuntary, petition in bankruptcy or insolvency or petitions for reorganization under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES bankruptcy law (and such is not dismissed within one hundred twenty ten (12010) days); (iii) there is an order, judgment or (b) in case decree by a court of dissolution competent jurisdiction, upon the application of a creditor, approving a petition seeking reorganization or winding up appointing a receiver, trustee or liquidator 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)). 10.4 CERES may after consultation with NOBLE 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 substantial part of the LICENSED VARIETY uneconomical other Party’s assets and such order, judgment or impractical or if CERES decides decree continues in effect for a period of thirty (30) consecutive days; or (iv) the other Party fails to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, perform any of the aforementioned seed from plants which are other material obligations set forth in this Agreement and such default: (i) in the field on case of a default which is remediable continues for a period of thirty (30) days after written notice of such failure has been given by the non-defaulting Party; or (ii) in the case of a non-remediable default, immediately upon notice. Upon the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination or expiry of this Agreement, no existing SUBLICENSES granted by CERES pursuant to its terms: a) Licensee shall immediately deliver to Licensor any of Licensor’s Confidential Information provided hereunder (including the Technology and Documentation) then in its possession or AFFILIATED COMPANIES to third parties shall be affected by such terminationcontrol, if any, and all shall deliver a certificate of an officer of Licensee certifying the completeness of same; b) Licensee shall refrain from further use of such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of terminationConfidential Information; and (bc) Licensee shall forthwith pay all sums owing to Licensor hereunder. Nothing in this section 11 shall limit either party from obtaining a remedy for any breach of the provisions of this AgreementParty’s rights or remedies available at law, in equity or otherwise.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal toto the longer of: (a) on On a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the such LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedOn a jurisdiction-by-jurisdiction basis, fifteen (15) years from the date of the first sale of a the LICENSED VARIETY in such jurisdiction. Notwithstanding the foregoing, the parties may, by mutual, written agreement, extend the term of this Agreement by additional five (5) year periods. 10.2 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. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, 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)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if (a) in the commercially reasonable opinion of CERES CERES, the markets for the LICENSED VARIETY change change, or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or (b) if CERES decides to cease substantially all activities in SWITCHGRASSPanicum virgatum; provided however, CERES shall then terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESAFFILIATED COMPANIES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field NOBLE-controlled field(s) on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the each LICENSED VARIETIES VARIETY other than seed. Moreover, NOBLE will provide for the orderly transfer of CERES’ rights under this Agreement directly to UGARF. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 10.7 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 10.8 Immediately upon termination of this Agreement, except termination by CERES on the basis of Paragraph 14.2: (a) CERES shall either destroy or return all BREEDER SEED and all FOUNDATION SEED to NOBLE. No compensation shall be due for any seed destroyed or returned pursuant to this paragraph. (b) CERES may continue to sell the seed of the LICENSED VARIETY in the ordinary course of business for a period of one (1) year after the termination date; provided however, the royalties on such sales are paid in the amounts and in the manner provided in this Agreement. Following such one (1) year period, all remaining inventory of LICENSED VARIETY seed must be destroyed, and CERES shall notify NOBLE of the same. 10.9 Termination or expiration of this Agreement, for any reason, shall not relieve either party of any obligation, liability accrued under this Agreement before termination or rescind any payments made or due before termination, for example, but not limited to, termination of this Agreement shall not prevent: (a) prevent NOBLE from recovering any royalties due and payable as of termination; and termination (b) or thereafter, pursuant to Paragraph 10.10(b)). Termination or expiration of this Agreement shall not prevent either party from obtaining a remedy for any breach of the provisions of this Agreement. 10.10 Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement.

Term and Termination. 10.1 Subject to 2.1 The term of your engagement with the Company (the "Engagement Term") shall be one (1) year (the "Initial Term") commencing on March 1, 2004 plus any other rights extensions thereof, provided that the Engagement Term shall automatically terminate upon your death and may be terminated at any time as provided in Section 2.2. At the close of termination under this paragraphthe Initial Term, this Agreement the Engagement Term shall be automatically extended for a one (1) year period and thereafter shall be automatically extended at the end of each one (1) year period for an additional one (1) year period unless earlier terminated in accordance with the terms hereof, and unless either you or the Company shall have given written notice to the other of a term equal todesire that such automatic extension not occur, which notice shall have been given no later than thirty days (30) days prior to the end of the then current period. If either party gives such notice and absent earlier termination in accordance with the terms hereof, the last day of your engagement shall be the last day of the Engagement Term. 2.2 The Company shall have the right, on written notice to you specifying the applicable subsection below, to terminate your engagement: (a) on a jurisdiction-by-jurisdiction basisimmediately for Cause (as defined in Section 2.4), the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) subject to Section 2.6 hereof, in those jurisdictions the event of your death or disability which, in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date reasonable opinion of the first sale Board of Directors, renders you unable or incompetent to carry out your duties, responsibilities, and assignments with or without reasonable accommodation for a LICENSED VARIETY in such jurisdictionperiod of one hundred and twenty (120) consecutive days; or (c) subject to Section 2.6 hereof, immediately without Cause. 10.2 Each party 2.3 You shall have the right right, on written notice to the Company, to terminate this Agreement unilaterally by giving written notice of termination to the other party your engagement if such other party fails to satisfy its material obligations, you "resign for just cause," which shall include but are not limited to, making required reports and making required payments, mean a resignation of your engagement as a direct result of (a) a material breach by the Company of its obligations to you under this Agreement, provided that, if such breach is capable of remedy, a written notice within sixty (60) days of such breach and such party subsequently fails opportunity to cure such failure(s) breach shall be afforded the Company and, in such event, just cause shall exist if the Company shall fail to cure such breach within (a) a reasonable period of time not to exceed thirty (30) days for failures to remit payment for amounts due under this Agreement and after receipt of such notice; or (b) ninety a significant modification by the Board of Directors of your duties or authority (90except in connection with a termination pursuant to Section 2.2(a) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will or Section 2.2(b)). You shall also have the right to terminate this Agreement unilaterally with right, on not less than thirty (30) days’ days prior written notice to CERESthe Company, (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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASSyour engagement without just cause; provided however, CERES that such termination shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party constitute a forfeiture of any obligation or liability accrued under this Agreement before termination or rescind any payments made or severance benefits otherwise due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreementto you hereunder. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject 8.1 This Agreement and the obligations hereunder will commence on the Effective Date and will continue for a period of five (5) years (the “Initial Term”) unless terminated as provided herein, and shall be renewable automatically for two consecutive one year periods (each such one year period a “Renewal Term”), unless User shall provide to any other rights TTG written notice of termination under this paragraph, this Agreement shall have a term equal to: its intention not to renew at least sixty (a60) on a jurisdiction-by-jurisdiction basis, day prior to the term conclusion 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, fifteen (15) years from the date of Initial Term or the first sale of a LICENSED VARIETY in such jurisdictionRenewal Term, as the case may be. 10.2 Each 8.2 Either party shall have the right to may terminate this Agreement unilaterally by giving written notice of termination to and the rights granted herein if the other party if such other party breaches any of the provisions of this Agreement or the Standard Services or Software do not meet User’s requirements, as a result of market conditions referred to in 2.6 above and (i) 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 remedy such party subsequently fails to cure such failure(s) breach within (a) thirty (30) days for failures after receiving written notice thereof, or (ii) provided the breach does not relate to remit payment for amounts due under this Agreement a monetary obligation, fails to (a) commence a good faith action to remedy such breach within thirty (30) days after receiving written notice thereof, and (b) ninety diligently pursue such action to conclusion within sixty (9060) days after receiving written notice thereof. Termination of this Agreement does not constitute either parties’ exclusive remedy for breach or non-performance by the other party and each party is entitled to seek all other obligations after receipt of written notice from available remedies, both legal and equitable, including injunctive relief. Notwithstanding the non-breaching party specifying such failureforegoing, a dispute regarding amounts payable by User pursuant to this Agreement shall not constitute a breach hereof so long as User pays TTG all undisputed amounts owed hereunder. 10.3 NOBLE will have 8.3 Should either party (1) admit in writing its inability to pay its debts generally as they become due; (2) make a general assignment for the right benefit of creditors; (3) institute proceedings to terminate this Agreement unilaterally with thirty be adjudicated a voluntary bankrupt; (304) days’ written notice consent to CERES, the filing of a petition of bankruptcy against it; (a5) if CERES seeks protection be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (6) seek reorganization under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any bankruptcy act; (7) consent to the filing of a petition seeking such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) reorganization; or (b) 8) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in case of dissolution bankruptcy or winding up of CERES (excluding any situation where in insolvency covering all or substantially all of CERES’ assets, stock such party’s property or providing for the liquidation of such party’s property or business to which this Agreement relates are acquired by a third party (whether by saleaffairs; then, acquisitionin any such event, mergerthe other party, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE 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 anticipatedat its option and without prior notice, 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreementeffective immediately. 10.6 Termination 8.4 Upon termination of this Agreement for any reason reason, TTG’s obligation to provide the services hereunder pursuant to the terms and at the prices set forth herein shall, upon User’s request, continue for a period up to sixty (60) days and shall thereafter immediately cease. Irrespective of whether User requests services during a Transition Period, TTG shall cooperate and provide such assistance as is necessary to transfer the services provided hereunder to another vendor or to User, and TTG shall be compensated for these efforts in accordance with Section 4.4 hereof; provided, however, if termination results from the breach of this Agreement by User or pursuant to Section 8.5 hereof, User shall pay in advance for services during the Transition period at TTG’s then standard rates TTG will not relieve either be responsible for submitting to User the data compilation for the portion of the month up to and including the effective termination date and for the duration of the transition period, if any. 8.5 Either party of any obligation may, at its option, after one year, terminate this Agreement upon 90 days written notice if User’s business is changed or liability accrued modified and provided further that User no longer has a requirement to have the services provided for under this Agreement. The parties further agree that only in the event of a termination for convenience by User in accordance with this Section 8. 5, User shall not obtain the services provided for in this Agreement before termination from any third party or rescind have these services performed by User or any payments made of User’s subsidiaries or due before termination. Paragraphs 8affiliates for the remainder of the Initial Term. 8.6 The provisions of Sections 3, 105, 116, 13, 14, 15, 16, 7 and 17 will 8 hereof survive any the termination of this Agreement. 10.7 Upon termination by CERES pursuant 8.7 TTG agrees to Paragraph 10.2put object code and source code for the Software, NOBLE will promptly deliver Enhancements, Modification sand Improvements thereto, as well as the documentation therefor, and shall include all other materials necessary or appropriate to CERES any create, provide, operate and maintain all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are Standard Services, in escrow with an independent third party escrow agent located in the field on the termination dateUnited States, and NOBLE will grant CERES access acceptable to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement User, which acceptance shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third be unreasonably withheld (“Escrow Materials”). The parties shall be affected by such termination, and all such sublicenses shall remain enter into an escrow agreement substantially in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESform attached hereto as Exhibit “G”. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights 8.1 The Initial Term of termination under this paragraphSchedule shall be two (2) years. 8.2 This Schedule may be terminated by Distributor, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term 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, if Distributor gives fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving days’ advance written notice of such termination to Representative for “Cause” if: - Representative engages in any activity that disparages or otherwise ▇▇▇▇▇ 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, business reputation of RingCentral and such party subsequently fails disparagement or harm is not cured (to cure such failure(sthe extent it is capable of cure) by Representative within the fifteen (15) day notice period; - Representative: (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and becomes insolvent); (b) ninety has a receiver, administrator or manager appointed over the whole or any part of its business or assets; (90c) days is presented with a petition, order or resolution for all other obligations after receipt the Representatives winding up; (d) shall otherwise propose or enter into any composition or arrangement with its creditors or any class of written them; (e) ceases or threatens to cease to carry on business, or claims the benefit of any statutory moratorium; (f) makes an assignment for the benefit of its creditors, files a petition in bankruptcy, or has an involuntary petition in bankruptcy filed against it; - Representative makes any misrepresentations to Customers and such misrepresentations are not cured (to the extent it is capable of cure) by Representative within the fifteen (15) day notice from period; - Representative promotes or attempts to promote unauthorised services or at unauthorised rates and such actions are not cured (to the nonextent it is capable of cure) by Representative within the fifteen (15) day notice period; - Representative uses trademarks, service marks, trade names, logos, or intellectual property of RingCentral in a manner inconsistent with RingCentral’s then-breaching party specifying current Branding Guidelines and such failureconduct is not cured (to the extent it is capable of cure) by Representative within the fifteen (15) day notice period. 10.3 NOBLE will have 8.3 Representative acknowledges that, given its status under applicable law, it is not entitled to any statutory compensation or any indemnity (e.g., for loss of clientele) at 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination end of this Agreement except as expressly provided herein. In case it will be established that Representative is entitled, for whatsoever reason, to any reason will not relieve either party of any obligation or liability accrued under this Agreement before compensation upon termination or rescind expiration, the parties agree that any payments made Service Fee due and payable after the termination or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination expiration of this AgreementSchedule, will serve as an advance payment for such compensation and will be set-off against it. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 14.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal toto the longer of: (a) on a jurisdiction-by-jurisdiction basis and variety-by-variety basis, fifteen (15) years from the date of the first sale of a LICENSED VARIETY; or (b) on a jurisdiction-by-jurisdiction basis and variety-by-variety basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or . Notwithstanding the foregoing, the parties may by mutual agreement, in writing, extend the term of this Agreement by additional five (b5) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionyear periods. 10.2 14.2 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. 10.3 14.3 NOBLE 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)); or (c) with one hundred twenty (120) days’ written notice to CERES, if the institutional mission, purpose or structure of NOBLE would change substantially. 10.4 14.4 CERES may may, after consultation with NOBLE NOBLE, 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any an AFFILIATED COMPANY and/or SUBLICENSEES. 10.5 14.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 14.6 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. Paragraphs 8, 10, 11, 1312, 14, 15, 16, 19, 20, 21, 22, 23 and 17 24 will survive any termination of this Agreement. 10.7 14.7 Upon termination by CERES pursuant to Paragraph 10.214.2 or by NOBLE pursuant to Paragraph 14.3(c), NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the each LICENSED VARIETIES VARIETY other than seed. Moreover, NOBLE will provide for the orderly transfer of CERES’ rights under this Agreement directly to UGARF; provided however, CERES seeks to assume such relationship directly. NOBLE represents that each license agreement between UGARF and NOBLE under which NOBLE grants options to CERES in this Agreement contains, or will contain when executed, a provision that if such agreement is terminated UGARF will directly grant a license to CERES under the same terms and conditions as agreed between NOBLE and CERES subject to CERES acceptance of such license. 10.8 Termination 14.8 If NOBLE terminates this Agreement under the provisions of Paragraph 14.3(a) or 14.3(b) prior to the RELEASE DATE of a variety from the group of NF/GA001, NF/GA002, NF/GA991, NF/GA992 and NF/GA993, NOBLE shall be relieved of its obligation to offer an option under Paragraph 4.1 and such variety (or varieties) will be treated as if CERES declined to exercise its option. 14.9 Immediately upon termination of this Agreement Agreement, except termination by CERES on the basis of Paragraph 14.2 or termination by NOBLE on the basis of Paragraph 14.3(c): (a) CERES shall not affect either destroy or return all BREEDER SEED and all FOUNDATION SEED to NOBLE. No compensation shall be due for any seed destroyed or returned pursuant to this paragraph. (b) CERES may continue to sell LICENSED VARIETY seed in the rights ordinary course of business for a period of one (1) year after the termination date; provided however, the royalties on such sales are paid in the amounts and obligations in the manner provided in this Agreement. Following such one (1) year period, all remaining inventory of LICENSED VARIETY seed must be destroyed, and CERES shall notify NOBLE of the parties accrued prior to termination hereofsame. 10.9 14.10 Upon termination of this Agreement, no existing SUBLICENSES 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. Except in case of termination by CERES pursuant to Paragraph 14.2 or by NOBLE pursuant to Paragraph 14.3(c) and the establishment of a direct relationship by and between CERES and UGARF, NOBLE shall continue to be entitled to payments relating to under such SUBLICENSES sublicenses pursuant to this Agreement Agreement, and such SUBLICENSESSUBLICENSEES, pursuant to the election of each SUBLICENSEE, shall be become a sublicensee of NOBLE. 10.10 14.11 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of terminationtermination (or thereafter, pursuant to Paragraph 14.9(b)); and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights 14.1. This term of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, commence upon the term Effective Date and terminate upon the completion of the INTELLECTUAL PROPERTY RIGHTS Parties’ Study-related activities under the Agreement, unless terminated early as further described 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionthis Section. 10.2 Each party shall have 14.2. CRO has 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) upon thirty (30) days prior written notice to the Institution. This Agreement may be terminated immediately at any time for failures any reason by the Institution or CRO when, in their judgment or that of the Principal Investigator, the Institution’s IRB, Scientific Review Committee, if applicable, or the Food and Drug Administration, it is determined to remit payment be inappropriate, impractical, or inadvisable to continue, in order to protect the Study subjects’ rights, welfare, and safety, or the IRB otherwise disapproves the Study. If for amounts due any reason Principal Investigator becomes unavailable to direct the performance of the work under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from Agreement, Institution shall promptly notify CRO. If the non-breaching party specifying such failure. 10.3 NOBLE will have the right Parties are unable to terminate identify a mutually acceptable successor, this Agreement unilaterally with may be terminated by either Party upon thirty (30) days’ days written notice notice. 14.3. Notwithstanding the above a Party may, in addition to CERES, (any other available remedies: 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)). 10.4 CERES may after consultation with NOBLE immediately terminate this Agreement by written notice if in upon the commercially reasonable opinion other Party’s material failure to adhere to the Protocol, except for deviation required to protect the rights, safety, and welfare 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 SWITCHGRASSStudy subjects; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES.and/or 10.5 The parties may b) terminate this Agreement at any time by mutualupon the other Party’s material default or breach of this Agreement, provided that the defaulting/breaching Party fails to remedy such material default, breach, or failure to adhere to the Protocol within thirty (30) business days after written agreementnotice thereof. 10.6 Termination 14.4. In addition to the above, this Agreement may be terminated by Institution in the event of a material default or breach of this Agreement by CRO, or by CRO in the event of a material breach of this Agreement by Institution, provided that the defaulting/breaching party fails to remedy such material default or breach within thirty (30) business days after written notice thereof. 14.5. In the event that this Agreement is terminated prior to completion of the Study, for any reason reason, Institution shall: a) notify the IRB that the Study has been terminated; b) cease enrolling subjects in the Study; c) cease treating Study subjects under the Protocol as directed by CRO to the extent medically permissible and appropriate; d) terminate, as soon as practicable, all other Study activities; and e) furnish to CRO any required final report for the Study in the form reasonably acceptable to CRO. Promptly following any such termination, Institution will not relieve either party provide to CRO copies of any obligation Data collected pursuant to the Study Protocol. Upon Sponsor’s or liability accrued CRO’s written request, Institution shall provide to the requesting party, at Sponsor’s or CRO’s expense, all Sponsor’s Confidential Information provided under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8provided, 10however, 11that Institution may retain such copy of Confidential Information for record keeping purposes, 13, 14, 15, 16monitoring its obligations, and 17 will survive any termination of exercising its rights hereunder, subject to Institution’s ongoing compliance with the confidentiality and non-use obligations set forth in this Agreement. 10.7 14.6. If this Study is terminated early by either Party, the Institution shall be reimbursed for all work completed, on a pro rata basis, and reasonable costs of bringing the Study to termination incurred through the date of termination, and for non-cancelable commitments properly incurred through that date. Upon termination by CERES pursuant receipt of notice of termination, Institution will use reasonable efforts to Paragraph 10.2, NOBLE reduce or eliminate further costs and expenses and will promptly deliver cooperate with CRO to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any provide for an orderly wind-down of the aforementioned seed from plants which are in the field on the termination dateStudy. 14.7. Subsections 1.4, 1.6, and NOBLE will grant CERES access to facilities 14.6, and fields under its control for Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 (and the purpose attached Letter of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement Indemnification), 12, 13, 15, 19 and 23, shall not affect the rights and obligations of the parties accrued prior to survive any termination hereof. 10.9 Upon termination or expiration of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties except that Section 3 shall be affected by such termination, and all such sublicenses shall remain survive for the period stated in effect according to their terms, pursuant to the election of each SUBLICENSEESection 3.1. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination Any provision of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of that by its nature and intent remains valid after termination will survive termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 17.1. This Agreement will become effective on the Effective Date. Subject to any other rights the provisions of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term Clause 17.1 it will remain effective in each country of the INTELLECTUAL PROPERTY RIGHTS in Territory until 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, fifteen (15) years from the date expiry of the first sale of a LICENSED VARIETY obligation upon Centry to pay royalties in such jurisdictionrelation to that country pursuant to this Agreement. 10.2 Each party 17.2. CPF shall have the right to terminate this Agreement unilaterally by giving on [***] ([***]) [***] 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. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially event that Centry has not, demonstrated to CPF’s 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 satisfaction within eighteen months of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not preventEffective Date: (a) NOBLE from recovering any royalties due as Received, in addition to the amount referred to in Clause 3, a minimum amount of termination[***] dollars (USD $[***]) in financing to be used to fund Centry’s operations and otherwise to support Centry’s performance of its obligations pursuant to this Agreement; provided that, if Centry has secured a minimum of [***] dollars (US$[***]) but such amounts are to be received in tranches (or are otherwise subject to conditions or the passage of time prior to receipt), then Centry shall summarise the amounts, tranching and conditions related thereto in writing and provide the same to CPF (the “Written Notice”) and thereafter CPF shall in its absolute discretion decide whether to waive its rights under this Clause 17.2 within fifteen (15) Business Days of receipt of the Written Notice; and (b) provide evidence of obtaining such financing to CPF’s reasonable satisfaction; (a) and (b) together the “Financing Commitment”. 17.3. Without prejudice to any other rights of the Parties, this Agreement may be terminated by notice in writing: (a) by either party from obtaining a remedy for any Party if the other Party is in material breach of any of its obligations under this Agreement and in the provisions case of this Agreementa remediable breach fails to remedy the breach within ninety (90) Business Days of written notice containing full particulars of the breach and requiring it to be remedied; (b) by either Party if a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed of any of the other Party’s assets or undertakings or a winding-up resolution or petition is passed (otherwise than for the purpose of solvent reconstruction or amalgamation, in particular with respect to any reorganisation of the structure of the relevant Party) or if any circumstances arise which entitle a court or a creditor to appoint a receiver, administrative receiver or administrator or make a winding-up order or similar or equivalent action is taken against or by the relevant Party by reason of its insolvency or in consequence of debt; (c) by CPF if Centry (or any Affiliate or Sub-Licensee) challenges or seeks to challenge the validity of any of the Licensed Patents (either by making, causing to be made, or assisting with respect to a filing in any patent office or court), and Centry shall forthwith in writing notify CPF of any decision to challenge the Licensed Patents which it makes or of which it becomes aware; (d) by CPF in the event of a change of Control of Centry where the new Controlling party is a Tobacco Party; (e) in accordance with Clause 19.2 or (f) in accordance with Clause 6.4.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal toto the longer of: (a) on On a jurisdiction-by-jurisdiction basis and LICENSED VARIETY-by-LICENSED VARIETY basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the such LICENSED VARIETY; or (b) in those jurisdictions in which the On a jurisdiction-by-jurisdiction basis and LICENSED VARIETY-by-LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedbasis, fifteen (15) years from the date of the first sale of a the LICENSED VARIETY in such jurisdiction. Notwithstanding the foregoing, the parties may, by mutual, written agreement, extend the term of this Agreement by additional five (5) year periods. 10.2 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. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, 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)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if (a) in the commercially reasonable opinion of CERES CERES, the markets for the LICENSED VARIETY change VARIETIES change, or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY VARIETIES uneconomical or impractical or (b) if CERES decides to cease substantially all activities in SWITCHGRASSPanicum virgatum; provided however, CERES shall then terminate its promotion, marketing and sales of the LICENSED VARIETYVARIETIES, whether directly or through any SUBLICENSEESAFFILIATED COMPANIES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field NOBLE-controlled field(s) on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the each LICENSED VARIETIES VARIETY other than seed. Moreover, NOBLE will provide for the orderly transfer of CERES’ rights under this Agreement directly to UGARF. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 10.7 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 10.8 Immediately upon termination of this Agreement, except termination by CERES on the basis of Paragraph 14.2: (a) CERES shall either destroy or return all BREEDER SEED and all FOUNDATION SEED to NOBLE. No compensation shall be due for any seed destroyed or returned pursuant to this paragraph. (b) CERES may continue to sell the seed of the LICENSED VARIETIES in the ordinary course of business for a period of one (1) year after the termination date; provided however, the royalties on such sales are paid in the amounts and in the manner provided in this Agreement. Following such one (1) year period, all remaining inventory of LICENSED VARIETY seed must be destroyed, and CERES shall notify NOBLE of the same. 10.9 Termination or expiration of this Agreement, for any reason, shall not relieve either party of any obligation, liability accrued under this Agreement before termination or rescind any payments made or due before termination, for example, but not limited to, termination of this Agreement shall not prevent: (a) prevent NOBLE from recovering any royalties due and payable as of termination; and termination (b) or thereafter, pursuant to Paragraph 10.10(b)). Termination or expiration of this Agreement shall not prevent either party from obtaining a remedy for any breach of the provisions of this Agreement. 10.10 Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement.

Term and Termination. 10.1 Subject 12.1 This Agreement will become effective on its Effective Date and, unless terminated under another, specific provision of this Agreement, will remain in effect until and terminate upon the last to expire of Licensed Patents. 12.2 Upon any other termination of this Agreement, and except as provided herein to the contrary, all rights and obligations of termination under this paragraphthe Parties hereunder shall cease, this Agreement shall have a term equal toexcept as follows: (a1) on a jurisdiction-by-jurisdiction basisObligations to pay royalties and other sums accruing hereunder up to the day of such termination; (2) RDLP’s rights to inspect books and records as described in Article 5, and LICENSEE’s obligations to keep such records for the term required time; (3) Obligations of the INTELLECTUAL PROPERTY RIGHTS defense and indemnity under Article 11; (4) Any cause of action or claim of LICENSEE or RDLP accrued or to accrue because of any breach or default by another Party hereunder; (5) The general rights, obligations, and understandings of Articles 2, 10, 15, 17, 26 and 27; and (6) All other terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance thereof. 12.3 If LICENSEE shall at any time default in the respective jurisdiction covering payment of any royalty or the LICENSED VARIETY; or making of any report hereunder, or shall make any false report, or shall commit any material breach of any covenant or promise herein contained, and shall fail to remedy any such default, breach or report within sixty (b60) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtaineddays after written notice thereof by RDLP specifying such default, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to then RDLP may, at its option, terminate this Agreement unilaterally and the license rights granted herein by notice in writing to such effect. Any such termination shall be without prejudice to any Party’s other legal rights for breach of this Agreement. 12.4 LICENSEE may terminate this Agreement by giving written RDLP a notice of termination to the other party if such other party fails to satisfy its material obligationstermination, which shall include but are a statement of the reasons, whatever they may be, for such termination and the termination date established by LICENSEE, which date shall 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) be sooner than ninety (90) days after the date of the notice. Such notice shall be deemed by the Parties to be final. 12.5 In the event LICENSEE shall at any time during the term of this Agreement deal with the TECHNOLOGY or Products in any manner which violates the laws, regulations or similar legal authority of any jurisdiction including, but not limited to, the public health requirements relating to the TECHNOLOGY or Products or the design, development, manufacture, offering for all sale, sale or other obligations disposition of Products, the license granted herein shall terminate immediately with respect to such Products within the territory encompassed by such jurisdiction; provided that LICENSEE has failed to take steps to cure such violation within sixty (60) days after receipt of receiving written notice from the non-breaching party specifying such failureapplicable legal authority. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject 3.1 The term shall be the initial committed term indicated in the Order Form (the “Initial Term”) and all renewals (collectively referred to any other rights of termination under this paragraphherein as the “Term”). Each Order Form will automatically renew for the same Initial Term duration or one (1) year periods, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basiswhichever is longer, unless either party terminates the term applicable Order Form effective as 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, fifteen (15) years from the date end of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally then-current term by giving written notice of termination to notifying the other party if such in writing in accordance with Section 14 at least sixty (60) days prior to the end of the then-current term. If no renewal pricing is set forth on an Order Form, Dalet’s standard pricing at the time of renewal shall apply. 3.2 Upon the termination of this Agreement or an Order Form for any reason including expiration, Company shall immediately: (i) discontinue all use of the Services (other party fails than Dalet-branded Hardware), (ii) delete any and all copies, instances or accesses to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreementthe Services (other than Dalet-branded Hardware), and such party subsequently fails to cure such failure(s(iii) within (a) 30 days of such termination for non-payment of any undisputed fees, submit to Dalet certificate of destruction of the Licensed Software from a third party designated by Dalet; and Dalet will not be obligated to provide Company with any further Services. 3.3 Either party may terminate an Order Form and/or the Agreement if the other materially breaches a term or condition of the Agreement and such breach has not been cured within 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 pursuant to Section 15, provided however that all undisputed Fees that were incurred prior to the non-breaching party specifying such failure. 10.3 NOBLE will have date of termination other than those relating to the right to terminate this Agreement unilaterally with material breach by Dalet shall be due and payable within thirty (30) days’ written notice days of Company’s receipt of a final invoice, and provided further that nothing herein shall be deemed a waiver of any claims that either party may have against the other party. Either party’s right to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement suspend or comparable proceeding or if any such proceeding is instituted against CERES (and terminate Services as set forth in this Section shall 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)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in absolve 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either other party of any obligation payment or liability accrued under this Agreement before indemnification obligations described herein or diminish any other right or remedy available. All terms and conditions set forth herein that should by their nature survive termination (including without limitation all provisions relating to payment, intellectual property, ownership, confidentiality and indemnification) in order to be given full effect shall continue in full force and effect after any expiration or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this the Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights 6.1 The term of termination under this paragraph, this Agreement shall have commence on the Effective Date and shall continue in full force and effect until completion of all of the obligations of the Parties hereunder or until terminated by either Party pursuant to this Article 6. 6.2 In the event that Lilly reasonably and in good faith believes that the Lilly Compound is being used in the Study in an unsafe manner and notifies Athenex in writing of the grounds for such belief, and Athenex fails to promptly incorporate (subject to approval by applicable Regulatory Authorities or Institutional Review Boards) changes into the Protocol reasonably requested by Lilly to address such issue or to otherwise reasonably and in good faith address such issue, Lilly may terminate this Agreement and the supply of the Lilly Compound effective upon written notice to Athenex. 6.3 Either Party may terminate this Agreement if the other Party commits a term equal to:material breach of this Agreement, and such material breach continues for thirty (30) days after receipt of written notice thereof from the non-breaching Party; provided that if such material breach cannot reasonably be cured within thirty (30) days, the breaching Party shall be given a reasonable period of time to cure such breach. (a) 6.4 If either Party determines in good faith, based on a jurisdiction-by-jurisdiction basis, the term review of the INTELLECTUAL PROPERTY RIGHTS Clinical Data or other Study-related Know-How or other information, that the Study may unreasonably affect patient safety, such Party shall promptly notify the other Party of such determination. The Party receiving such notice may propose modifications to the Study to address the safety issue identified by the other Party and, if the notifying Party agrees, shall act to immediately implement such modifications; provided, however, that if the notifying Party, in its sole discretion, believes that there is imminent danger to patients, such Party need not wait for the other Party to propose modifications and may instead terminate this Agreement immediately upon written notice to such other Party. Furthermore, if the notifying Party, in its sole discretion, believes that any modifications proposed by the other Party will not resolve the patient safety issue; such Party may terminate this Agreement effective upon written notice to such other Party. 6.5 Either Party may terminate this Agreement immediately upon written notice to the other Party in the respective jurisdiction covering event that any Regulatory Authority takes any action, or raises any objection, that prevents the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years terminating Party from the date supplying its Compound for purposes of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party Study. Additionally, either Party shall have the right to terminate this Agreement unilaterally by giving immediately upon written notice of termination to the other party if such Party in the event that it determines in its sole discretion to discontinue development of its Compound, for medical, scientific, legal or 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 reasons. 6.6 In the event that this Agreement and (b) ninety (90) days for is terminated, Athenex shall, at Lilly’s sole discretion, promptly either return or destroy all other obligations after receipt unused Lilly Compound pursuant to Lilly’s instructions. If Lilly requests that Athenex destroy the unused Lilly Compound, Athenex shall provide written certification of written notice from the non-breaching party specifying such failuredestruction. 10.3 NOBLE will have the right 6.7 Either Party shall be entitled to terminate this Agreement unilaterally with thirty (30) days’ immediately upon written notice to CERESthe other Party, (a) if CERES seeks protection such other Party fails to perform any of its obligations under Section 13.3 or breaches any bankruptcyrepresentation or warranty contained in Section 13.3. Subject to Section 6.11, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if the non-terminating Party shall have no claim against the terminating Party for compensation for any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case loss 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 whatever nature by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE 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 virtue of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement for any reason will not relieve either party in accordance with this Section 6.7. 6.8 The provisions of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8Section 6.8 and Sections 3.6 (other than the first sentence thereof), 103.7, 113.9, 136.6, 146.7 (other than the first sentence thereof), 156.9, 166.10, 6.11, 12.2, 12.3, 12.4, 12.5, 14.2 (Indemnification), 14.3 (Limitation of Liability), and 17 will Articles 1 (Definitions), 5 (Safety and Regulatory Reporting), 7 (Costs of Study), 9 (Confidentiality), 10 (Intellectual Property), 11 (Reprints; Rights of Cross-Reference), 12 (Press Releases and Publications), 20 (No Additional Obligations), 21 (Dispute Resolution and Jurisdiction), 22 (Notices), 23 (Relationship of the Parties) and 25 (Construction) shall survive any the expiration or termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 6.9 Termination of this Agreement shall not affect be without prejudice to any claim or right of action of either Party against the rights and obligations other Party for any prior breach of the parties accrued prior to termination hereofthis Agreement. 10.9 6.10 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties each Party and its Affiliates shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant promptly return to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering other Party or destroy any royalties due as of termination; and (b) either party from obtaining a remedy for any breach Confidential Information of the provisions of this Agreementother Party (other than Clinical Data, Sample Testing Results and Inventions) furnished to the receiving Party by the other Party, except that the receiving Party shall have the right to retain one copy for record-keeping purposes.

Term and Termination. 10.1 Subject to any other rights 14.1 The term of termination under this paragraph, this Agreement shall have be thirty-nine (39) fiscal periods from the Effective Date; provided, however that the Parties shall not less than eight (8) fiscal periods prior to the end of such thirty-ninth (39th) fiscal period determine in good faith a ramp-down schedule of production so as to minimize disruption to both Parties. If the Parties are unable to agree on the terms governing a ramp-down, ▇▇▇▇▇▇▇▇▇ shall be allowed to reduce its purchase commitment by not more than twenty percent (20%) per fiscal quarter, starting one fiscal quarter after the initial thirty-nine (39) fiscal period term equal toof this Agreement. ▇▇▇▇▇▇▇▇▇ will provide National with not less than ninety (90) days prior written notice of any such reduction. 14.2 This Agreement may be terminated, in whole or in part, by one Party sending a written notice to the other Party of its election to terminate, which notice specifies the reason for the termination, upon the happening of any one or more of the following events: (a) on the other Party is the subject of a petition filed in a bankruptcy court of competent jurisdiction-by-jurisdiction basis, whether voluntary or involuntary, which petition in the term event of an involuntary petition is not dismissed within sixty (60) days; if a receiver or trustee is appointed for all or a substantial portion of the INTELLECTUAL PROPERTY RIGHTS in assets of the respective jurisdiction covering other Party; or if the LICENSED VARIETYother Party makes an assignment for the benefit of its creditors; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but other Party fails to perform substantially any material covenant or obligation, or breaches any material representation or warranty provided for herein; provided, however, that no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 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 arise hereunder until sixty (a) thirty (3060) 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 by the Party who has failed to perform from the non-breaching party other Party, specifying such failurethe failure of performance, and said failure having not been remedied or cured during said sixty (60) day period. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 14.3 Upon termination of this Agreement, no existing SUBLICENSES all rights granted by CERES or AFFILIATED COMPANIES to third parties hereunder shall be affected by such termination, immediately terminate and all such sublicenses each Party shall remain in effect according to their terms, pursuant return to the election of each SUBLICENSEE. NOBLE shall other Party any property belonging to the other Party which is in its possession, except that National may continue to be entitled retain and use any rights or property belonging to payments relating ▇▇▇▇▇▇▇▇▇ solely for the period necessary for it to such SUBLICENSES pursuant finish manufacturing the currently forecasted National Assured Capacity and/or complete any production ramp-down activity. Nothing in this Section 14 is intended to this Agreement and such SUBLICENSESrelieve either Party of any liability for any payment or other obligations existing at the time of termination. 10.10 Termination 14.4 The provisions of Sections 13, 15 and Paragraphs 5.2, 5.3, 16.5 and 16.8 shall survive the termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreementreason.

Term and Termination. 10.1 Subject to any other rights 5.1 This Agreement, unless sooner terminated as provided herein, shall terminate at the end of termination under this paragraph, the Term of this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS as defined 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionSection 1.14. 10.2 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 5.2 Licensee, at its material obligationsoption, 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. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutualdoing all of the following: a) By ceasing to make, have made, use and sell any Rice Licensed Product(s); b) By giving sixty (60) days prior written agreementnotice to Rice of such cessation and of Licensee's intent to terminate; and c) By tendering payment of all accrued royalties and other payments due to Rice. 10.6 Termination 5.3 Rice, at its option, may terminate this Agreement, upon written notice to Licensee of ▇▇▇▇'▇ intent to terminate, if any of the following occur: a) Licensee has not met a milestone set forth in Exhibit B; or b) Licensee ceases development, marketing, sales or other commercialization efforts with regard to Rice Licensed Product(s) in the Field of Use; or c) Licensee becomes more than fifteen (15) days in arrears in any payments, fees or other expenses due pursuant to this Agreement and does not cure such breach within fifteen (15) days after receiving written notice thereof from Rice; or d) Licensee breaches this Agreement, other than being in arrears in payments, fees or other expenses, and does not cure such breach within forty-five (45) days after receiving written notice thereof from Rice. e) If, at any time after three years from the date of this Agreement, Rice determines that the Agreement should be terminated pursuant to Section 3.3(e). f) An examination by ▇▇▇▇’▇ accountant pursuant to Section 3.6 shows an underreporting or underpayment by LICENSEE in excess of twenty (20%) for any reason will twelve (12) month period. g) Licensee, or any of its officers, is convicted of a felony relating to the manufacture, use, or sale of Rice Licensed Products. h) Licensee provides any false report, which has not relieve either party been corrected within thirty (30) days after written notice thereof by ▇▇▇▇ or within thirty (30) days after Licensee becomes aware that false information has been provided, whichever occurs earlier. 5.4 If Licensee becomes Insolvent, all duties of any obligation or liability accrued Rice and all rights (but not duties) of Licensee under this Agreement before termination shall immediately terminate without the necessity of any action being taken by Rice or rescind any payments made or due before terminationby Licensee. Paragraphs 8In addition, 10if Licensee becomes Insolvent, 11Rice, 13at its option, 14, 15, 16, and 17 will survive any termination of may terminate this AgreementAgreement immediately upon written notice to Licensee. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 5.5 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES except under Section 5.1, Licensee shall have ninety (90) days to complete the manufacture of work in progress and one hundred eighty (180) days to complete the sale of any Rice Licensed Product(s) in stock 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 course of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as manufacture at the time of termination; and (b) either party from obtaining a remedy for any breach of provided, however, that all such Sales are subject to the provisions of royalty and accounting obligations set forth in this Agreement, even if such royalty obligations arise from transactions subsequent to the effective date of termination.

Term and Termination. 10.1 Subject 19.1 This Agreement will become effective as of the date first above written and, unless earlier terminated in accordance with this Agreement, will continue, unless extended pursuant to any other rights the following sentences, until March 31, 2004. At the sole option of termination under this paragraphComcast, this Agreement shall have a term equal to: may be extended for one (a1) on a jurisdiction-by-jurisdiction basis, the term of **** years (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"Optional Extension"), fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination extension 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) Concurrent at least thirty (30) days for failures prior to remit payment for amounts due under March 31, 2004. If Comcast exercises its right to the Optional Extension, the terms and conditions of this Agreement shall be extended for **** years, and thereafter will automatically renew, on each anniversary of March 31, for successive one-year periods (b) each such period, an "Evergreen Year"), unless either party gives written notice of termination at least ninety (90) days prior to the beginning of a new Evergreen Year. 19.2 If Concurrent does not complete the actions listed in subparagraphs (a), (b) and (c) of Section 5.1 on or before September 30, 2001, Comcast shall have the right, in its sole discretion, which may be exercised by written notice to Concurrent at any time before the earlier of the close of business on December 31, 2001 or the Completion Date, to terminate this Agreement, or if Comcast does not so terminate this Agreement and Concurrent does not complete the actions listed in subparagraphs (a), (b) and (c) of Section 5.1 on or before December 31, 2001, this Agreement shall automatically terminate (unless termination is waived by Comcast) without any further action by either party hereto, on December 31, 2001. 19.3 Either party shall be in default of this Agreement if such party: a) fails to make any payment required to be made hereunder when such payment is due and such failure continues for all other obligations fifteen (15) business days after receipt of written notice from the non-breaching party specifying of such failure.; 10.3 NOBLE will have the right b) fails to terminate perform any of its material obligations under this Agreement unilaterally with (other than a payment obligation) and such failure continues for thirty (30) days’ calendar days after receipt of written notice of such failure, or if such failure cannot be cured within such thirty (30) day period, but the defaulting party diligently pursues a cure of such default during such thirty (30) day period and thereafter, such failure continues for sixty (60) calendar days after receipt of written notice of such failure; c) assigns this Agreement, or any obligation or right under this Agreement, to a third party that is not an Affiliate of such party; or d) becomes insolvent or makes an assignment for the benefit of creditors, or a receiver or similar officer is appointed to take charge of all or part of that party's assets. In the event of a default, the non-defaulting party may terminate the Agreement and any outstanding Orders by 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))the defaulting party. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change 19.4 Termination 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination expiration of this Agreement for any reason will shall not relieve either party of any of its then-accrued obligations, including without limitation the obligation to pay for delivered VOD Products or liability accrued for any then-applicable cancellation charges pursuant to this Agreement. For avoidance of doubt, Comcast shall have no obligations under this Agreement before the deployment commitment in Section 4.1 after termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination expiration of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the 7.1 The term of this LICENSE AGREEMENT shall commence on the INTELLECTUAL PROPERTY RIGHTS EFFECTIVE DATE and, unless terminated sooner as herein provided, shall expire (i) upon expiration of the last to expire patent included in the respective jurisdiction covering the LICENSED VARIETY; or PATENT RIGHTS, or (bii) in those jurisdictions in which the LICENSED VARIETY is sold but if no INTELLECTUAL PROPERTY RIGHTS are obtainedpatents mature from said PATENT RIGHTS, fifteen twenty (1520) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionEFFECTIVE DATE. 10.2 Each party shall have 7.2 It is expressly agreed that, notwithstanding the right to terminate provisions of any other paragraph of this Agreement unilaterally by giving written notice of termination to the other party LICENSE AGREEMENT, if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports LICENSEE should materially breach this LICENSE AGREEMENT and making required payments, under this Agreement, and such party subsequently fails fail to cure any such failure(s) breach 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 of receipt of written notice from UNIVERSITY describing such breach, then this LICENSE AGREEMENT shall automatically terminate. A material breach is a violation of or failure to keep or perform any material covenant, condition, or undertaking of this LICENSE AGREEMENT, including, but not limited to, (i) the non-breaching party specifying such failurefailure to deliver to UNIVERSITY any royalty or other payment at the time or times that the same should be due to UNIVERSITY under this LICENSE AGREEMENT, (ii) failure to use best efforts, taking into account the financial condition of LICENSEE and general business and market conditions, as required in this LICENSE AGREEMENT, (iii) failure to provide reports as specified in Section 4.1, (iv) failure to meet or achieve milestones A and B, set forth in Exhibit B and pursuant to Article 5, (v) failure of any executed sublicense to comport with Section 6.3 and 6.7, and (vi) failure to possess and maintain insurance as set forth in Section 11.3. 10.3 NOBLE 7.3 If LICENSEE is adjudged bankrupt or insolvent, files a petition for bankruptcy, is the subject of a petition for bankruptcy which is not dismissed within sixty (60) days, or is placed in the hands of a receiver, assignee, or trustee for the benefit of creditors, whether by the voluntary act of LICENSEE or otherwise, then this LICENSE AGREEMENT shall automatically terminate, inasmuch as permitted under applicable and prevailing law. 7.4 LICENSEE may terminate this LICENSE AGREEMENT at any time upon giving written notice of not less than sixty (60) days to UNIVERSITY. Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 7.5 Upon cancellation of this LICENSE AGREEMENT or upon termination in whole or in part, LICENSEE shall provide UNIVERSITY with a written inventory of all UNIVERSITY TECHNOLOGY and LICENSED PRODUCTS in the process of manufacture, in use or in stock. Except with respect to termination pursuant to Section 7.2, LICENSEE shall have the privilege of disposing of the inventory of such LICENSED PRODUCTS within a period of one hundred and eighty (180) days of such termination, and shall pay to UNIVERSITY [***] percent ([***]%) of NET SALES of such LICENSED PRODUCTS within thirty (30) days of such sale. LICENSEE will also have the right to terminate this Agreement unilaterally complete performance of all contracts for the sale of LICENSED PRODUCTS by LICENSEE requiring use of UNIVERSITY TECHNOLOGY, PATENT RIGHTS (except in the case of termination pursuant to Section 7.2) or LICENSED PRODUCTS within and beyond said period of one hundred and eighty (180) days provided that the remaining term of any such contract does not exceed one year. All LICENSED PRODUCTS which are not disposed of as provided above shall be delivered to UNIVERSITY or otherwise disposed of, in UNIVERSITY’s sole discretion, and at LICENSEE’s sole expense. 7.6 Upon expiration of the term pursuant to Section 7.1, LICENSEE shall have a non-exclusive, irrevocable, perpetual, worldwide, fully-paid license, with thirty (30) days’ written notice the right to CERESsublicense through multiple tiers of sublicenses, (a) if CERES seeks protection to use and practice the UNIVERSITY TECHNOLOGY for any purpose in any field. 7.7 Any termination or cancellation 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination provision of this Agreement for any reason will LICENSE AGREEMENT shall not relieve either party LICENSEE of its obligation to pay any obligation royalty or liability accrued under this Agreement before other fees (including attorney’s fees pursuant to Section 3.1 hereof) due or owing at the time of such termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreementcancellation. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights 15.1 The term of termination under this paragraph, this Agreement shall have be thirty-nine (39) fiscal periods from the Effective Date; provided, however, that the Parties shall not less than eight (8) fiscal periods prior to the end of such thirty-ninth (39th) fiscal period determine in good faith either an extension to this Agreement or a ramp-down schedule of production so as to minimize disruption to both Parties. If the Parties are unable to agree on the terms governing a ramp-down, National shall be allowed to reduce its purchase commitment by not more than twenty percent (20%) per fiscal quarter, starting one fiscal quarter after the initial thirty-nine (39) fiscal period term equal toof this Agreement. National will provide ▇▇▇▇▇▇▇▇▇ with not less than ninety (90) days prior written notice of any such reduction. 15.2 This Agreement may be terminated, in whole or in part, by one Party sending a written notice to the other Party of the termination of this Agreement, which notice specifies the reason for the termination, upon the happening of any one or more of the following events: (a) on the other Party is the subject of a petition filed in a bankruptcy court of competent jurisdiction-by-jurisdiction basis, whether voluntary or involuntary, which petition in the term event of an involuntary petition is not dismissed within sixty (60) days; if a receiver or trustee is appointed for all or a substantial portion of the INTELLECTUAL PROPERTY RIGHTS in assets of the respective jurisdiction covering other Party; or if the LICENSED VARIETYother Party makes an assignment for the benefit of its creditors; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but other Party fails to perform substantially any material covenant or obligation, or breaches any material representation or warranty provided for herein; provided, however, that no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 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 arise hereunder until sixty (a) thirty (3060) 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 by the Party who has failed to perform from the non-breaching party other Party, specifying such failurethe failure of performance, and said failure having not been remedied or cured during said sixty (60) day period. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 15.3 Upon termination of this Agreement, no existing SUBLICENSES all rights granted by CERES or AFFILIATED COMPANIES to third parties hereunder shall be affected by such termination, immediately terminate and all such sublicenses each Party shall remain in effect according to their terms, pursuant return to the election of each SUBLICENSEE. NOBLE shall other Party any property belonging to the other Party which is in its possession, except that ▇▇▇▇▇▇▇▇▇ may continue to be entitled retain and use any rights or property belonging to payments relating National solely for the period necessary for it to such SUBLICENSES pursuant finish manufacturing the currently forecasted ▇▇▇▇▇▇▇▇▇ Assured Capacity and/or complete any production ramp-down activity. Nothing in this Section 15 is intended to this Agreement and such SUBLICENSESrelieve either Party of any liability for any payment or other obligations existing at the time of termination. 10.10 Termination 15.4 The provisions of Sections 2, 12, 16, 17 and Paragraphs 19.5 and 19.8 shall survive the termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreementreason.

Term and Termination. 10.1 Subject to any other rights 14.1. This term of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, commence upon the term Effective Date and terminate upon the completion of the INTELLECTUAL PROPERTY RIGHTS Parties’ Study-related activities under the Agreement, unless terminated early as further described 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionthis Section. 10.2 Each party shall have 14.2. CRO has 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) upon thirty (30) days prior written notice to the Institution. This Agreement may be terminated immediately at any time for failures any reason by the Institution or CRO when, in their judgment or that of the Principal Investigator, the Institution’s IRB, Scientific Review Committee, if applicable, or the Food and Drug Administration, it is determined to remit payment be inappropriate, impractical, or inadvisable to continue, in order to protect the Study subjects' rights, welfare, and safety, or the IRB otherwise disapproves the Study. If for amounts due any reason Principal Investigator becomes unavailable to direct the performance of the work under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from Agreement, Institution shall promptly notify CRO. If the non-breaching party specifying such failure. 10.3 NOBLE will have the right Parties are unable to terminate identify a mutually acceptable successor, this Agreement unilaterally with may be terminated by either Party upon thirty (30) days’ days written notice notice. 14.3. Notwithstanding the above a Party may, in addition to CERES, (any other available remedies: 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)). 10.4 CERES may after consultation with NOBLE immediately terminate this Agreement by written notice if in upon the commercially reasonable opinion other Party’s material failure to adhere to the Protocol, except for deviation required to protect the rights, safety, and welfare 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 SWITCHGRASSStudy subjects; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES.and/or 10.5 The parties may b) terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation upon the other Party’s material default or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination breach of this Agreement, no existing SUBLICENSES granted by CERES provided that the defaulting/breaching Party fails to remedy such material default, breach, or AFFILIATED COMPANIES failure to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant adhere to the election of each SUBLICENSEEProtocol within thirty (30) business days after written notice thereof. 14.4. NOBLE shall continue In addition to be entitled to payments relating to such SUBLICENSES pursuant to the above, this Agreement and such SUBLICENSES. 10.10 Termination may be terminated by Institution in the event of a material default or breach of this Agreement shall not preventby CRO, or by CRO in the event of a material breach of this Agreement by Institution, provided that the defaulting/breaching party fails to remedy such material default or breach within thirty (30) business days after written notice thereof. 14.5. In the event that this Agreement is terminated prior to completion of the Study, for any reason, Institution shall: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of notify the provisions of this Agreement.IRB that the Study has been terminated;

Term and Termination. 10.1 Subject to any other rights 15.1 The initial term of termination under this paragraph, this Agreement shall have a term equal to: begins on the Effective Date and expires on the completion of the delivery of the first fifty (a50) on a jurisdiction-by-jurisdiction basisproduction units of the LDI Detector, unless terminated earlier as set forth in this Agreement. At the end of the initial term, the term of this Agreement shall be automatically renewed for a series of successive one (1) year terms unless notice of non-renewal is provided by one party to the INTELLECTUAL PROPERTY RIGHTS other at least ninety (90) days prior to any such renewal date, provided that as long as BAXS maintains exclusivity pursuant to Sections 2.3 and 2.4 by purchasing the minimum quantities provided for therein, LMF shall have no right to prevent the renewal of this Agreement. 15.2 Either party may terminate this Agreement and any outstanding orders issued hereunder without further liability on its part if the other party, at any time and in any material respect, fails to comply with and perform pursuant to the respective jurisdiction covering the LICENSED VARIETY; orterms and conditions of this Agreement (subject to all notice and cure provisions in Section 15.3). (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained15.3 Should either party commit a material breach of its obligations hereunder, fifteen (15) years from the date or should any of the first sale representations of a LICENSED VARIETY either party in this Agreement prove to be untrue in any material respect, the other party may, at its option, terminate this Agreement, by thirty (30) days' notice of termination, which notice shall identify and describe the basis for such jurisdictiontermination. If prior to the expiration of such period, the defaulting party cures such default, termination shall not take place. 10.2 Each party 15.4 BAXS shall have the right to terminate this Agreement unilaterally by giving written at any time for any reason upon at least ten (10) days prior notice of to LMF. Upon any such termination, the following shall be applicable: 15.4.1 In the event there is a termination under this Section 15.4 prior to the other party if delivery of the first acceptable production unit of the LDI Detector, the amount payable to LMF as a result of such other party termination shall be as follows: 15.4.1.1 In the event LMF fails to satisfy its material obligationsachieve Milestone 2 or Milestone 3 shown on Exhibit D, 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. 10.3 NOBLE will BAXS shall have the right to terminate this Agreement unilaterally with thirty (30) days’ written immediately upon notice to CERESLMF without any further obligation or liability on the part of BAXS of any nature whatsoever, and (b) LMF may retain any Milestone payments previously received by it. 15.4.1.2 In the event LMF achieves Milestone 2 shown on Exhibit D and BAXS terminates this Agreement under this Section 15.4 prior to the time LMF achieves Milestone 3 shown on Exhibit D, other than a termination for a failure of LMF to achieve Milestone 3 shown on Exhibit D, (a) if CERES seeks protection under any bankruptcyLMF may retain the [**] Milestone 1 payment previously received by it, insolvencyand (b) BAXS shall pay to LMF an amount equal to LMF's nonrecurring engineering costs actually incurred hereunder in connection with the development of the LDI Detector, receivershipless [**], trustupon presentation by LMF to BAXS of all supporting documentation and back-up records requested by BAXS, deed, creditors arrangement or comparable proceeding or if provided that in no event shall any such proceeding payment by BAXS exceed [**]. 15.4.1.3 In the event LMF achieves Milestone 3 shown on Exhibit D and BAXS terminates this Agreement under this Section 15.4 prior to the time LMF delivers its first production unit, other than for a failure to deliver an acceptable production unit. (a) LMF may retain the [**] payment for Milestones 1 and 2, and (b) BAXS shall pay to LMF an amount equal to LMF's non-recurring engineering costs actually incurred hereunder in connection with the development of the LDI Detector, less [**], upon presentation by LMF to BAXS of all supporting documentation and back-up reasonably requested by BAXS, provided that in no event shall any such payment by BAXS exceed [**]. 15.4.2 In the event there is instituted against CERES a termination under this Section 15.4 after the delivery of the first acceptable production unit of the LDI Detector and before BAXS has paid for the first fifty (50) production units of the LDI Detector, the following shall be payable by BAXS to LMF: 15.4.2.1 BAXS shall pay to LMF [**] less (a) all milestone payments made by BAXS under Exhibit D, and (b) an amount equal to [**] multiplied by the number of units of the LDI Detector paid for by BAXS as of such time. [**] Indicates that information has been omitted and filed separately with the Commission pursuant to a request for confidential treatment. - 11 - 15.4.2.2 BAXS shall pay to LMF an amount equal to the actual costs incurred by LMF in purchasing raw materials and for the actual cost of any work in process, all solely to the extent related to the production by LMF of the first fifty (50) units of the LDI Detector to be purchased by BAXS which have not dismissed within one hundred twenty yet been paid for by BAXS: provided, however, that BAXS shall have the option of (120a) days) deducting from such payment an amount equal to the fair market value of each item as mutually agreed upon, or (b) requiring that all such items be delivered to BAXS. LMF shall provide to BAXS all supporting documentation and back-up records as BAXS may require in case connection with the determination 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))such amount. 10.4 CERES may after consultation with NOBLE terminate this Agreement 15.4.2.3 BAXS shall pay to LMF a fee of [**] of the costs actually incurred by written notice if in the commercially reasonable opinion of CERES the markets LMF for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale work performed by LMF in preparing for production of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESfirst fifty (50) LDI Detectors. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued 15.4.3 In the event there is a termination under this Agreement before termination or rescind any payments made or due before terminationSection 15.4 after BAXS has paid LMF for the first fifty (50) LDI Detectors. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination BAXS shall have no liability to LMF under this Section 15.4 other than to pay for orders previously placed by BAXS hereunder in accordance with the provisions of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 15.5 Termination of this Agreement shall not affect the rights and obligations relieve either party of the parties accrued prior obligations incurred hereunder pursuant to termination hereof. 10.9 Upon termination of this AgreementSections 5, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties 6, 9, 10, 12, and 15, which Sections shall be affected by survive such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement 4.1 The LTA shall have be for a term equal toof 12 months, and shall commence on the Commencement Date and expire at midnight on the Expiry Date, unless earlier terminated in accordance with the provisions of this LTA. 4.2 ▇▇▇ shall be entitled to renew the LTA for a further term of 6 or 12 months and on the same terms and conditions, by giving the Contractor written notice of its intention to renew the LTA not less than 30 days prior to the Expiry Date, provided however that: (a) on a jurisdiction-by-jurisdiction basisThe Contractor shall be entitled to review its prices every 12 months from the Commencement Date, and not less than 90 days prior to expiry of each 12 month period, shall advise ▇▇▇ in writing as to price maintenance or proposed price increases/reductions; b) ▇▇▇ shall notify the Contractor in writing within 60 days of receipt of the notice, whether it agrees to the revised prices. 4.3 If the Parties: a) Agree to the revised prices, the term LTA shall be amended to reflect this; b) Do not agree to the revised prices, the LTA shall be terminated in accordance with art. 4.5. 4.4 In the event of a breach by one of the INTELLECTUAL PROPERTY RIGHTS Parties of a provision or provisions of the LTA, the other party may for valid cause, terminate the LTA upon 30 days written notice to the party in default, stating the respective jurisdiction covering reason for the LICENSED VARIETY; ortermination. (b4.5 In the event of a termination or expiry of this LTA: a) At ▇▇▇ request, the Contractor shall take immediate steps to deliver the Products in those jurisdictions a prompt and orderly manner and in which accordance with the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years terms of this LTA and shall not undertake any forward commitments from the date of the first sale termination notice or expiry date; b) The Contractor acknowledges that ▇▇▇ shall only pay the Contractor for Products satisfactorily provided in accordance with the LTA and pursuant to Purchase Orders placed to the date of a LICENSED VARIETY in such jurisdictionthe termination notice or expiry date. 10.2 Each party shall have 4.6.1 In case of failure by the right Contractor to terminate perform under the terms and conditions of this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligationsLTA, which shall include including but are not limited toto failure to obtain necessary export licences or to make delivery of all or part of the Products by the delivery date or dates, making required reports ▇▇▇ may, after giving the Contractor reasonable notice to perform and making required paymentswithout prejudice to any other rights or remedies, under this Agreement, and such party subsequently fails to cure such failure(s) within (exercise one or more of the following rights: a) thirty (30) days Procure all or part of the Products from other sources, in which event ▇▇▇ may hold the Contractor responsible for failures to remit payment for amounts due under this Agreement and (any excess cost occasioned thereby. In exercising such rights ▇▇▇ shall mitigate its damages in good faith; b) ninety (90) days for all other obligations after receipt Refuse to accept delivery of written notice from the non-breaching party specifying such failure. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 part of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of Products; c) Terminate the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.LTA;

Term and Termination. 10.1 Subject to any other rights 14.1 The term of termination under this paragraph, this Agreement shall have be thirty-nine (39) fiscal periods from the Effective Date, provided however that the Parties shall not less than eight (8) fiscal periods prior to the end of such thirty-ninth (39th) fiscal period determine in good faith a ramp-down schedule of production so as to minimize disruption to both Parties. If the Parties are unable to agree on the terms governing a ramp-down, ▇▇▇▇▇▇▇▇▇ shall be allowed to reduce its purchase commitment by not more than twenty percent (20%) per fiscal quarter, starting one fiscal quarter after the initial thirty-nine (39) fiscal period term equal toof this Agreement. ▇▇▇▇▇▇▇▇▇ will provide National with not less than ninety (90) days prior written notice of any such reduction. 14.2 This Agreement may be terminated, in whole or in part, by one Party sending a written notice to the other Party of its election to terminate, which notice specifies the reason for the termination, upon the happening of any one or more of the following events: (a) on the other Party is the subject of a petition filed in a bankruptcy court of competent jurisdiction-by-jurisdiction basis, whether voluntary or involuntary, which petition in the term event of an involuntary petition is not dismissed within sixty (60) days; if a receiver or trustee is appointed for all or a substantial portion of the INTELLECTUAL PROPERTY RIGHTS in assets of the respective jurisdiction covering other Party; or if the LICENSED VARIETYother Party makes an assignment for the benefit of its creditors; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but other Party fails to perform substantially any material covenant or obligation, or breaches any material representation or warranty provided for herein; provided, however, that no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 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 arise hereunder until sixty (a) thirty (3060) 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 by the Party who has failed to perform from the non-breaching party other Party, specifying such failurethe failure of performance, and said failure having not been remedied or cured during said sixty (60) day period. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 14.3 Upon termination of this Agreement, no existing SUBLICENSES all rights granted by CERES or AFFILIATED COMPANIES to third parties hereunder shall be affected by such termination, immediately terminate and all such sublicenses each Party shall remain in effect according to their terms, pursuant return to the election of each SUBLICENSEE. NOBLE shall other Party any property belonging to the other Party which is in its possession, except that National may continue to be entitled retain and use any rights or property belonging to payments relating ▇▇▇▇▇▇▇▇▇ solely for the period necessary for it to such SUBLICENSES pursuant finish manufacturing during any ramp-down period. Nothing in this Section 14 is intended to this Agreement and such SUBLICENSESrelieve either Party of any liability for any payment or other obligations existing at the time of termination. 10.10 Termination 14.4 The provisions of Sections 11, 15, 16 and Paragraphs 18.5 and 18.8 shall survive the termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreementreason.

Term and Termination. 10.1 Subject The term of this Agreement shall commence on the Effective Date and continue as long as any Existing Agreement is in effect, including any extensions of any Existing Agreement. 10.2 Either Ford or Visteon may terminate this Agreement in the event that (a) the other party materially breaches this Agreement; (b) the other party becomes insolvent or enters bankruptcy, receivership, liquidation, composition of creditors, dissolution or similar proceeding; or (c) a significant portion of the assets of the other party necessary for the performance of this Agreement becomes subject to attachment, embargo or expropriation. In addition, Ford may terminate this Agreement in the following events: (i) thirty-five percent or more of the voting shares of Visteon become owned or controlled, directly or indirectly, by a competitor of Ford in the business of manufacturing motor vehicles; or (ii) all of the Existing Agreements become subject to termination or cancellation pursuant to their terms. 10.3 A party intending to terminate this Agreement pursuant to this Article 10 shall first notify the other party of the grounds for the intended termination. If the other party fails to remedy such grounds for termination within sixty (60) days of such notice (or any longer period of time as mutually agreed by the parties), then the terminating party may terminate this Agreement effective upon notice to the other party without the need for any judicial action. 10.4 The provisions of this Article 10 are without prejudice to any other rights of termination under this paragraph, this Agreement shall or remedies either party may have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term by reason 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, fifteen (15) years from the date default of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 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. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESparty. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination In the event a competitor 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are Ford in the field on business of manufacturing motor vehicles acquires a significant interest in Visteon (directly or indirectly) Visteon will provide Ford with reasonable assurances that Visteon will utilize its best efforts to preserve the termination date, confidentiality of all information related to products produced for Ford and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seedFord product programs. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) This Agreement shall become effective on a jurisdiction-by-jurisdiction basis, the term of Commencement Date and shall remain in effect until terminated pursuant to this Article VII (the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or“Term”). (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party CIO 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) providing thirty (30) days written notice to Clarity upon the occurrence of any of the following events: (i) Clarity fails to pay or perform its obligations hereunder and such failure continues for failures to remit payment for amounts due under this Agreement and more than thirty (b) ninety (9030) days for all other obligations after following Clarity’s receipt of written notice from of such default; (ii) ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ both cease to be an executive officer of the nonREIT; (iii) a Change of Control of the REIT has occurred; (iv) (A) a Change of Control of both Clarity Fund GP and Clarity Ventures GP has occurred such that neither is controlled by ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇ or (B) ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ both cease to be affiliated with Clarity the Fund and Ventures; or (v) subject to Section 4.04, the annual Fees payable to CIO hereunder in any calendar year, inclusive of any Top-breaching party specifying such failureUp Fees, are less than the Minimum Annual Fee. 10.3 NOBLE will (c) Clarity shall have the right to terminate this Agreement unilaterally with by providing ninety (90) days advance written notice to CIO upon the occurrence of any of the following events: (i) a Change of Control of the REIT has occurred or the REIT has entered into a binding agreement which contemplates a Change in Control; (ii) ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ both cease to be executive officers of the REIT for any reason other than Cause (as defined in their respective employment agreements); or (iii) CIO is not providing the Services required hereunder in a commercially reasonable manner and such failure continues for more than thirty (30) days’ days following 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))notice. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in (d) Notwithstanding the commercially reasonable opinion of CERES foregoing, 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties REIT may terminate this Agreement at any time by mutualtime, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED if in its possession and promptly upon harvesting, any the sole judgment of the aforementioned seed from plants which are Independent Directors, doing so is reasonably necessary or desirable to preserve the REIT’s qualification as a real estate investment trust (as defined in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seedCode). 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject This Agreement shall enter into force as of the effective date first written herein above and shall, unless earlier terminated in accordance with the provisions of Section 10.2 below, expire on a country-by-country basis upon expiration of the Royalty Term in each country of the Territory. Upon expiration of the Royalty Term in each country of the Territory pursuant to this Section 10.1 and payment by LICENSEE of all Milestone Payments and Royalties due hereunder, the License granted hereunder shall be deemed a perpetual, fully paid-up and royalty-free license for each such country of the Territory. 10.2 At any other rights time during the term of termination under this paragraphAgreement, this Agreement shall have a term equal tomay be terminated by giving written notice to that effect, as follows: (a) on a jurisdiction-by-jurisdiction basisby either Party, if the other Party is in default or in breach of any term of or provision hereof and such default or breach continues and is not remedied within thirty (30) days upon the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETYother Party's written request to remedy such default or breach; or (b) by either Party, if the other Party goes into liquidation, voluntarily or otherwise, other than for the sole purpose or reorganization, or goes into bankruptcy or makes an assignment for the benefit of creditors, or in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date event of a receiver being appointed of the first sale of a LICENSED VARIETY in such jurisdiction.other Party's property or parts thereof; or 10.2 Each party shall have (c) by either Party (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"Notified Party") within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days upon receipt of the written notice of the other Party (the "Notifying Party") that the effective control of all or a substantial part (greater than fifty percent 50%) of the pharmaceutical business of such Notifying Party, whether by sale of stock or assets, passes into the hands of a pharmaceutical competitor of the Notified Party, and the Notified Party can reasonably demonstrate to the Notifying Party that continuation of this Agreement would materially affect and negatively influence its business; or (d) by LICENSOR in case of a breach by LICENSEE of any of the confidentiality provisions of Section 9 above; or (e) by LICENSOR, if LICENSEE does not file a Request for all other obligations Registration in any Major Market Country(ies) of the Territory within six (6) months after receipt of the first Registration by a Regulatory Authority, with respect to those Major Market Countries only where no Request has been timely filed, and in each case only if LICENSEE does not file such Request within one (1) month after LICENSOR's written notice from request to do so, subject to Section 12.6 below; or (f) by LICENSOR, if LICENSEE does not file a Request for Registration in any country(ies) of the non-breaching party specifying Territory not being a Major Market Country within six (6) months after receipt of the first Registration of a Regulatory Authority in a Major Market Country (or the reference country under the mutual recognition procedure of the European Union, if applicable), with respect to those countries only where no Request has been timely filed, and in each case only if LICENSEE does not file such failureRequest within one (1) month after LICENSOR's written request to do so, subject to Section 12.6 below; or (g) by LICENSOR, if any Regulatory Authority has finally denied the Registration (or any material part thereof) for the Product in any country of the Territory, with respect to such country or countries only; or (h) by LICENSOR, if LICENSEE ceases to market and sell Product in any country of the Territory, and the marketing and sale is not resumed by LICENSEE within two (2) month as of LICENSOR's respective notice, with respect to such country or countries only. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the be without prejudice to any rights and obligations of the parties either Party accrued prior to termination hereof. 10.9 Upon the effective date of such termination. LICENSEE shall forthwith make all payments due and outstanding to LICENSOR at the date of termination. Except as explicitly otherwise stated in this Agreement, LICENSOR shall not be obliged to refund upon termination of this AgreementAgreement to LICENSEE any payments, no existing SUBLICENSES granted including without limitation the Milestone Payments or the extension fee under Section 6. above, made by CERES or AFFILIATED COMPANIES LICENSEE to third parties shall be affected by LICENSOR prior to such termination, and all such sublicenses shall remain in effect according to their terms, termination pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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. 10.4 In the event of termination of this Agreement for whatsoever reason, then the License shall immediately be terminated and LICENSEE shall (i) immediately refrain from using directly or indirectly in any way the Patents, Know-How and Confidential Information, and (ii) return to LICENSOR all materials, documentation, information, data and other things furnished by LICENSOR in connection with this Agreement, including without limitation any and all Confidential Information and LICENSOR IPR, together with all copies thereof in LICENSEE's possession or under its control, which were achieved, produced or received hereunder, all free of any charge, and (iii) deliver to LICENSOR any and all studies, data, results and protocols achieved, produced or gained by LICENSEE in performing the development steps set forth in the Development Plan, all free of any charge, and (iv) transfer any and all Registrations for Product to LICENSOR or any third party designated by LICENSOR in writing, if any, and to execute any document and perform any other act necessary or required for that purpose, all free of any cost to LICENSOR, subject to Sections 10.5 and 10.7 below. LICENSOR shall have the right, but no obligation, to use, at its sole discretion, any and all such material, including without limitation Registrations, if any, for its own purposes and benefit. 10.5 In the event only that this Agreement is terminated by LICENSEE pursuant to Section 10.2(a) above, then LICENSOR shall be obliged to reimburse to LICENSEE all cost and expenses directly incurred by LICENSEE to generate, acquire or receive the studies, data, results, protocols and Registrations (if any) to be delivered by LICENSEE to LICENSOR pursuant to Sections 10.4(iii) and l0.4(iv) above. 10.6 In the event that any termination hereunder is limited to one or more countries of the Territory as provided for in Sections 10.2(e), (f), (g) and (h) above, than the effects of termination shall only apply to such country or countries of the Territory, but shall not affect in any way the validity of this Agreement with respect to any other country of the Territory. 10.7 In the event that the Agreement with respect to any country or countries of the Territory, for which Registration of Product has been obtained, is terminated pursuant to Section 10.2(i) above, then LICENSEE shall be obliged to transfer such Registration(s) in such country(ies) of the Territory to LICENSOR or any third party(ies) designated by LICENSOR, against a mutually acceptable consideration payable by LICENSOR (or such third party) to LICENSEE, which consideration shall be negotiated in good faith between the Parties. 10.8 Notwithstanding anything contained in Sections 10.4 and 10.5 above, the termination of this Agreement by either Party shall not limit remedies which may be otherwise available in law or equity to either Party.

Term and Termination. 10.1 Subject 9.1 This Agreement shall come into effect on the Commencement Date and shall expire, on a country by country basis, on the date of expiration of the last to any other rights expire BRCA2 Patent in that country or, if no BRCA2 Patent is granted in a given country, ten (10) years after the first commercial provision of termination under this paragraphBRCA2 Diagnostic Service or sale or disposal of BRCA2 Diagnostic Product. 9.2 If ONCORMED and all the permitted Sub-licensees no longer wish to undertake the provision of Diagnostic Services and/or the development, use or sale of Diagnostic Products, ONCORMED shall so notify CRCT in writing and this Agreement shall have a term equal to: terminate ninety (a90) on a jurisdiction-by-jurisdiction basis, the term Business Days from receipt 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionnotice. 10.2 Each party 9.3 Either CRCT and DUKE acting together on the one hand or ONCORMED on the other hand ("the Terminating Party") shall have the right to terminate this Agreement unilaterally by forthwith upon giving written notice of termination to ONCORMED on the one hand or CRCT and DUKE together on the other party if such hand, as the case may be, ("the Defaulting Party"), upon the occurrence of any of the following events at any time during this Agreement: 9.3.1 the Defaulting Party commits a material breach of this Agreement which in the case of a breach capable of remedy shall not have been remedied within forty (40) Business Days of the receipt by it of a notice identifying the breach and requiring its remedy; 9.3.2 the Defaulting Party for a period of longer than sixty (60) Business Days suspends payment of its debts or otherwise ceases or threatens to cease to carry on its business or becomes bankrupt or insolvent (including without limitation being deemed to be unable to pay its debts); 9.3.3 a proposal is made or a nominee or supervisor is appointed for a composition in satisfaction of the debts of the Defaulting Party or a scheme or arrangement of its affairs, or the Defaulting Party enters into any composition or arrangement for the benefit of its creditors, or proceedings are commenced in relation to the Defaulting Party under any law, regulation or procedure relating to the re-construction or re-adjustment of debts (including where a petition is filed or proceeding commenced seeking any reorganisation, arrangement, composition or re-adjustment under any applicable bankruptcy, insolvency, moratorium, reorganisation or other party fails to satisfy its material obligations, which shall include but are not limited similar law affecting creditor's rights or where the Defaulting Party consents to, making required reports or acquiesces in, the filing of such a petition); 17 9.3.4 the Defaulting Party takes, without the consent of the Terminating Party (such consent not to be unreasonably withheld), any action, or any legal proceedings are started or other steps taken by a third party, with a view to: (i) the winding up or dissolution of the Defaulting Party (other than for the reconstruction of a solvent company for any purpose, including the inclusion of any part of the share capital of the Defaulting Party in the Official List of the London Stock Exchange or in the list of the New York or American Stock Exchange or quotation of the same on the National Association of Securities Dealers Automated Quotation System or an application by the Defaulting Party for registration as a public company in accordance with the requirements of the Companies Act 1985); or (ii) the appointment of a liquidator, trustee, receiver, administrative receiver, receiver and making required paymentsmanager, interim receiver custodian, sequestrator or similar officer of the Defaulting Party against the Defaulting Party or a substantial part of the assets of the Defaulting Party, or anything analogous to any of the foregoing occurs under the laws of any country. 9.3.5 Notwithstanding the foregoing provisions of this AgreementClause 9.3, ONCORMED shall only be deemed to be a Defaulting party in relation to any of the events set for in Clauses 9.3.2, 9.3.3 and such party subsequently fails 9.3.4, if ONCORMED has failed to cure such failure(s) or terminate the event or arrangements within a period of sixty (a) thirty (3060) 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 date of the first occurrence of such failureevent or arrangements. In any event the provisions of this Clause 9.3 shall not apply to ONCORMED in respect of any proceedings under Chapter 11 of the United States Bankruptcy Code made by or against ONCORMED which contemplate ONCORMED continuing its operations. 10.3 NOBLE will 9.4 CRCT and DUKE, acting together and not separately, shall, unless both have given their prior written approval, have the right to terminate this Agreement unilaterally with thirty forthwith should any third party, which falls within one or more of the categories set forth in (30***) days’ acquire Control of ONCORMED. The Parties agree that CRCT and DUKE may add further categories of third parties to Schedule 4 from time to time by providing written notice thereof to CERESONCORMED. However, (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 only Schedule 4 as updated prior to the date on which the Board of dissolution or winding up Directors 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)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in ONCORMED approves 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 "controlling interest" to cease substantially all activities in SWITCHGRASS; provided howevera third party, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of considered when applying the provisions of this AgreementClause 9.4.

Term and Termination. 10.1 Subject 11.1 The duration of this Agreement shall be for a period of twelve (12) months (the "Initial Term") and shall be renewable for up to three (3) additional one year terms provided that Dealer shall have achieved the minimum sales volume requirements as set forth herein, or as otherwise Ciralight Global, Inc. Non-Exclusive Dealer Agreement modified and agreed upon between the parties during each annual review of sales activities and provided that dealer is not otherwise in breach hereof and unless either party hereto gives to the other party written notice to terminate this Agreement no later than ninety (90) days prior to the end of the Initial Term or any other rights of termination under this paragraphRenewal Term. The Initial Term and the Renewal Term are hereinafter collectively referred to as the "Term". 11.2 Anything in section 11.1 above to the contrary notwithstanding, this Agreement shall have a term equal tomay also be terminated at any time by the Corporation immediately upon written notice to the Dealer in the event that after the date hereof: (a) on a jurisdiction-by-jurisdiction basis, the term Dealer breaches its covenants of the INTELLECTUAL PROPERTY RIGHTS exclusivity set forth in the respective jurisdiction covering the LICENSED VARIETY; orArticle 9 hereof; (b) The Dealer fails to comply with the applicable federal, State and local laws and regulations, pursuant to section 6.8 above; (c) The Dealer fails to achieve the minimum purchase requirements set forth in those jurisdictions Article 8 hereof; (d) The Dealer fails to comply with the price and payment term provisions set forth in which Article 4 hereof; (e) The Dealer sells product outside of Dealer's Territory more than two times; or, (f) The Dealer fails to meet the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedreasonable advertising requirements, fifteen (15set forth in 6.1(d) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionabove. 10.2 Each party shall have 11.3 Anything in section 11.1 or 11.2 above to the right to terminate contrary notwithstanding, this Agreement unilaterally may also be terminated at any time by giving either party immediately upon 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 in the event that after the date hereof: (a) thirty Either party shall suspend or discontinue its business, or shall make an assignment for the benefit of, or composition with, creditors, or shall become insolvent or be unable or generally fail to pay its debts when due, or either becomes in any jurisdiction a party or subject to (30voluntarily or involuntarily) days any liquidation or dissolution action or proceeding with respect to itself, or to any bankruptcy, reorganization, insolvency or other proceeding for failures the relief of financially distressed debtors is commenced with respect to remit payment it, or a receiver, liquidator, custodian or trustee shall be appointed for amounts due under this Agreement it, or a substantial part of its assets (and (b) ninety (90) days for all other obligations after receipt of written notice from with respect to any involuntary action or proceeding, an order entered in the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with proceeding is not dismissed within 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) it shall take any action to effect or which indicates its acquiescence 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination dateforegoing; Ciralight Global, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Inc. Non-Exclusive Dealer 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) A change in control of either party from obtaining a remedy for any breach of takes place. For the provisions purposes of this Agreement.agreement, "control" shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interest, by contract or otherwise);

Term and Termination. 10.1 21.1 Any Supply Term shall be extended for successive terms of two (2) years unless either Teva or Impax provides the other with written notice of its intention not to extend that Supply Term at least twelve (12) months before the expiration of such initial Supply Term or any extension thereof. 21.2 Subject to any other rights of termination under this paragraphSections 21.2.1 and 21.2.2, this Agreement may be terminated by either Party by written notice provided to the other Party at any time during the Term if the other Party (the “Breaching Party”) is in material breach or default of any of its obligations hereunder (including, without limitation, any payment obligations) or any of its representations or warranties hereunder were untrue in a material respect when made, as follows: (i) the terminating Party shall have a term equal to:send written notice of the material breach or material default to the Breaching Party, and (ii) the termination shall become effective sixty (60) days after written notice thereof was provided to the Breaching Party, unless the Breaching Party has cured any such material breach or default prior to the expiration of the sixty (60) day period or if such material breach or material default is not capable of being cured within such sixty (60) day period, and the Breaching Party has commenced activities reasonably expected to cure such material breach or material default within such sixty (60) day period and thereafter uses diligent efforts to complete the cure as soon as practicable, but in no event shall such period exceed ninety (90) days. (a) 21.2.1 Teva’s right to terminate in the event of Impax’s failure to supply Teva’s or its Affiliates’ requirements for Products hereunder shall be on a jurisdictionProduct-by-jurisdiction basisProduct basis for each of the relevant countries of the Territory. 21.2.2 The failure of Impax to supply Teva’s or its Affiliates’ requirements for Products hereunder shall not give rise to a right of termination by Teva if following such failure, Teva, its Affiliate or a third party designated by Teva manufactures the Product pursuant to the provisions of Section 7.5 hereof. 21.3 Subject to the provisions of Section 22.3 hereof, either Party may terminate this Agreement effective upon issuance of written notice if, at any time, the term other Party files a petition in bankruptcy, or enters into an arrangement with its creditors, or applies for or consents to the appointment of a receiver or trustee, or makes an assignment for the INTELLECTUAL PROPERTY RIGHTS benefit of creditors, or suffers or permits the entry of an order adjudicating it to be bankrupt or insolvent. 21.4 In addition to the other provisions of this ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ shall be entitled to terminate this Agreement with respect to any Tier 2 Product in the respective jurisdiction covering U.S. by providing written notice to Impax by no later than the LICENSED VARIETY; or earlier of (bi) in those jurisdictions in which twelve (12) months following the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedEffective Date, or (ii) fifteen (15) years from days after acceptance by the date FDA of the first sale ANDA for the applicable Tier 2 Product(s). Upon such termination the grant hereunder to Teva to Market such Tier 2 Products in the U.S. shall revert to Impax and, except as provided in this Section 21.4, Teva’s obligations hereunder with regard to such Tier 2 Products shall terminate. To the extent applicable, Teva shall indicate in its notice if it intends to commercialize a Competing Product to the subject Tier 2 Product that it internally developed (as distinguished from a “Transaction Event”). Upon receipt of Teva’s written notice, Impax shall have sixty (60) days to elect to, if applicable (as a LICENSED VARIETY result of Teva setting forth in its notice its intention to commercialize a Competing Product), to participate in Teva’s commercialization of such jurisdictionCompeting Product(s), in the U.S., in which case, such Competing Product(s) shall be deemed to be the corresponding Tier 2 Product terminated by Teva for purposes of this Agreement. In the event Impax elects to participate in Teva’s commercialization of the Competing Product, Teva shall manufacture the applicable Competing Product, carry out all regulatory and legal activities and Impax shall reimburse Teva twenty-five percent (25%) for all past and future Regulatory Expenses and Intellectual Rights Legal Expenses incurred by Teva and/or its Affiliates for such Competing Product(s), and the Impax Margin for such Competing Product(s) payable to Impax shall be deemed to be twenty-five percent (25%) of Profit. Within sixty (60) days following launch of the applicable terminated Tier 2 Product(s) by Impax or Impax’s Affiliate, nominee, assignee, licensee or other similar entity, Impax shall reimburse Teva an amount equal to all Regulatory Expenses and Intellectual Rights Legal Expenses paid by Teva under this Agreement with respect to the applicable Tier 2 Product(s). 10.2 Each party 21.5 Teva shall have the right be entitled 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) upon thirty (30) days for failures notice to remit payment for amounts due under this Agreement and Impax, in the event of an Event of Default (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failureas set forth in Section 10.7). 10.3 NOBLE will 21.6 In the event that there is no launch of any of the Products in any of the countries in the Territory by July 15, 2004, Teva shall have the right right, at its option, to terminate this Agreement unilaterally with thirty on ten (3010) 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))days notice. 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights 9.1 This Agreement shall commence as of termination under this paragraph, the Effective Date and shall expire on the date five (5) years after the first commercial sale of the Licensed Product unless the Agreement is extended in writing by the Parties or earlier terminated as defined herein (the “Term”). 9.2 Either Party may terminate this Agreement shall have a term equal toprior to the expiration of the Term upon the occurrence of any of the following: (a) on a jurisdiction-by-jurisdiction basis, Upon or after the term cessation of operations of the INTELLECTUAL PROPERTY RIGHTS in other Party or the respective jurisdiction covering bankruptcy, insolvency, dissolution or winding up of the LICENSED VARIETYother Party (other than dissolution or winding up for the purposes or reconstruction or amalgamation); or (b) in those jurisdictions in which Upon or after the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date breach of the first sale any material provision of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party Party if the breaching Party has not cured 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) breach within (a) thirty (30) days for failures to remit payment for amounts due under after written notice thereof by the non-breaching Party. 9.3 Licensee may terminate this Agreement and (b) prior to the expiration of the Term upon ninety (90) days for all other obligations after receipt of days’ advance written notice from to Licensor. 9.4 Licensor may, by written notice to Licensee, and in addition to any termination rights provided in Section 9.2, terminate this Agreement upon the occurrence of any of the following: (a) Upon the failure by Licensee to pay any amounts due pursuant to this Agreement on the due date established therefor under this Agreement; (b) Upon the loss, revocation, suspension, termination, or expiration of Governmental Approval to sell the Licensed Product in the Territory, if Licensee fails to take the actions necessary to reinstate such Governmental Approval within ten (10) days of such loss, revocation, suspension, termination, or expiration; (c) Upon the failure to achieve the objectives set forth in the Development Plan or a failure to meet the Commercialization Objectives, pursuant to Section 4.2 or 4.5 respectively. (d) If Licensor elects to discontinue to manufacture, sale or other commercialization of the Licensed Product due to product safety. 9.5 All of the non-breaching party specifying Party’s remedies with respect to a breach of this Agreement shall be cumulative, and the exercise of one remedy under this Agreement by the non-defaulting Party shall not be deemed to be an election of remedies. These remedies shall include the non-breaching Party’s right to sue for damages for such failurebreach without terminating this Agreement. 10.3 NOBLE will have the right to terminate 9.6 Upon any termination or expiration of this Agreement unilaterally with thirty (30) days’ written notice to CERES, Agreement, (a) Licensee, to the extent requested by Licensor in writing within ten (10) days of such termination or expiration, hereby grants and assigns to Licensor all right, title and interest in, to or under all Governmental Approvals, the Development Documentation, the Results, all intellectual property rights associated therewith. Licensor acknowledges and agrees that Licensee may be unable to assign those Governmental Approvals which may be reasonably invalidated or cancelled by the Competent Authorities if CERES seeks protection under this Agreement is expired or terminated. Licensee shall deliver all such items, including any bankruptcycopies thereof, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any to Licensor within ten (10) days of Licensor’s request therefor and agrees to take such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or actions as Licensor may reasonably request in order to effectuate the assignment set forth in this Section 9.6. (b) in case of dissolution Licensee shall use its best efforts, if allowed under relevant laws and contracts terms and as requested by Licensor, to have assigned to Licensor any contracts entered into by Licensee concerning the development, marketing, distribution, 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)). 10.4 CERES may after consultation with NOBLE 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 Licensed Product in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESTerritory. 10.5 The parties may terminate this Agreement at (c) Upon any time by mutual, written agreement. 10.6 Termination termination of this Agreement for pursuant to section 9.3, or expiration of this Agreement, Licensor will fulfill any reason will Orders transmitted prior to the effective date of any such termination or expiration. 9.7 Except as otherwise provided in this Agreement, expiration or termination of this Agreement shall not relieve either party the Parties of any obligation accruing prior to such expiration or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8Except as set forth below or elsewhere in this Agreement, the obligations and rights of the Parties under Sections 1, 3.4, 3.6, 5, 6, 7, 9.6, 9.7, 10, 11, 13, 14, 15, 1612, and 17 will 13 shall survive any expiration or termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 3.1 The term of this Agreement shall commence on July 1, 2001 (the "Effective Date") and shall remain in effect for two (2) years thereafter, unless terminated earlier as provided herein. Subject to any other rights of termination under Intraware's and CorpSoft's mutual written agreement, this paragraphAgreement may be renewed for additional one (1) year terms provided the iPlanet is also in effect for the same renewal period. In the event CorpSoft does not enter into an iPlanet Agreement with Sun by July 30, 2001, this Agreement shall terminate on that date and neither party shall have any liability to the other as a term equal to: result of any such termination, provided however the termination date may be extended by mutual written agreement. In addition, Intraware may terminate this Agreement if CorpSoft and Sun do not enter into the agreement as described in Section 8.2 below within five (a5) on a jurisdiction-by-jurisdiction basis, the term business days 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, fifteen (15) years from the effective date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each iPlanet Agreement, and neither party shall have the right to terminate this Agreement unilaterally by giving written notice of termination any liability to the other party as a result of any such termination. 3.2 On a monthly basis, CorpSoft and Intraware agree to review the sales activity and sales revenues for the previous month and compare such results against the sales goals in the following rows of Exhibit C (which may be amended from time to time by mutual written agreement): Revenue (New Licenses), Gross Profit (New Licenses), Revenue (Renewals), Gross Profit (Renewals), Total 3rd Party Product GP. Approximately six (6) months after the Effective Date, Intraware and CorpSoft will review this Agreement for the purpose of determining whether or not sales goals and expectations are being achieved. 3.3 Either party may terminate this Agreement if such the other party fails to satisfy its party: (i) commits a material obligations, which shall include but are breach of this Agreement and does not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) the breach 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 receiving the non-breaching party specifying such failureparty's written notice of the breach or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under any federal or state statute relating to insolvency or the protection of rights of creditors. 10.3 NOBLE will have 3.4 In the right to terminate event the iPlanet Agreement expires or terminates, then this Agreement unilaterally shall terminate concurrent with the expiration or termination date of the iPlanet Agreement. In the event the iPlanet Agreement expires or terminates within two (2) years of the Effective Date and (i) within such two (2) year period CorpSoft enters into a new agreement with Sun for the resale of iPlanet on a direct basis, and (ii) within thirty (30) days’ days after receiving written notice from CorpSoft of such new agreement between CorpSoft and Sun, Intraware terminates any agreement then in effect between it and Sun for the resale of iPlanet, then Intraware shall receive **** (as described in Section 9.2 below) resulting from such new agreement between CorpSoft and Sun for a period equal to CERES, two (a2) 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 years minus the duration 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))the original iPlanet Agreement. 10.4 CERES may after consultation with NOBLE 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 3.5 Intraware and CorpSoft acknowledge that 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination a result of this Agreement for any reason both parties will not relieve obtain information and knowledge regarding iPlanet customers and prospective customers and that some customers may be customers of both Intraware and Corpsoft. Intraware and CorpSoft agree that upon the expiration or termination of this Agreement either party may pursue sales opportunities with iPlanet customers and prospective customers without obligation to the other party. 3.6 As of the effective date of the expiration or termination of this Agreement, Intraware shall cease marketing and selling iPlanet, on behalf of CorpSoft, and neither party shall have any further obligation to the other party except as otherwise specified herein. Within thirty (30) days of the expiration or liability accrued under termination of this Agreement before termination Agreement, each party shall return all tangible information, data, and materials, including without limitation Confidential Information, belonging to the other party and delete all electronic information or rescind any payments made or due before terminationdata belonging to the other party. Paragraphs 8Sections 5.1.6, 9.4 and 9.6 (for three years from the Effective Date), 10, 1111.1, 12.2, 13, 14, 15, 16, 16 and 17 will shall survive any the expiration or termination of this Agreement. 10.7 Upon termination by CERES pursuant . Furthermore, to Paragraph 10.2the extent applicable, NOBLE will promptly deliver to CERES any Sections 3.4, 6.2, and all BREEDER SEED in its possession and promptly upon harvesting, any 9.2 shall survive for the balance of the aforementioned seed from plants which are two (2) year period of time referenced in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seedSection 3.4. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this 18.1 This Agreement shall have a term equal to: commence on the Effective Date and shall continue for three (a) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (153) years from the date Effective Date. It shall be renewed automatically for successive one-(1) year terms unless either party gives written notice of termination to the first sale other sixty-(60) days prior to expiration, or unless terminated pursuant to Section 18.2 or 18.5 of a LICENSED VARIETY in such jurisdictionthis Agreement. 10.2 Each 18.2 Subject to Section 18.3, either party shall have the right to terminate this Agreement unilaterally as follows: (a) Upon the breach by giving written notice of termination to the other party if such other party fails to satisfy its of any material obligations, which shall include but are not limited to, making required reports and making required paymentsterm of this Agreement; (b) Upon the issuance of an injunction by a court or regulatory agency of competent jurisdiction enjoining continued performance by the parties, under this Agreement; (c) Upon the filing of voluntary or involuntary bankruptcy by the other party or the declaration of insolvency, and such however evidenced, by the other party subsequently fails to cure such failure(s) which is not dismissed within (a) thirty (30) days for failures after the date of filing; (d) Upon change of control of the other party or of any division or subsidiary of the other party that is relevant to remit payment for amounts due performance under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from if such change can be reasonably interpreted by the non-breaching terminating party specifying such failureas substantially detrimental to the relationship between the two parties. 10.3 NOBLE will have the right 18.3 If a party wishes to terminate this Agreement unilaterally with under Section 18.2 above, such party shall give the other party written notice of its intention to terminate under this section 18, specifying in reasonable detail the reason(s) for such termination and in the event that the non-terminating party does not cure the reason thirty (30) days’ written notice to CERESdays after such notice, (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 shall, at the option of the party (whether by salegiving notice, acquisition, merger, operation of law or otherwise))terminate. 10.4 CERES may after consultation with NOBLE terminate 18.4 If a party terminates this Agreement by written notice if in under Section 18.2 above, at MCI's request Systems Provider will fulfill all orders accepted under Section 10.1 prior to 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 date of the LICENSED VARIETY uneconomical or impractical or if CERES decides receipt of notice given in Section 18.3. Systems Provider shall also refund to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing MCI any unused portions of maintenance and sales of the LICENSED VARIETY, whether directly or through support Services fees paid by MCI associated with any SUBLICENSEESreturned Products. 10.5 The parties 18.5 Notwithstanding anything to the contrary contained herein, either party may terminate this Agreement at any time by mutual, written agreementfor its convenience. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this 15.1. This Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term be effective as of the INTELLECTUAL PROPERTY RIGHTS date hereof and shall continue to be in the respective jurisdiction covering the LICENSED VARIETY; or effect for a period of three (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (153) years from the date hereof, (the “INITIAL TERM”), unless terminated earlier in accordance with sections 2.2 14.2(iii), 15.2, or 15.3. The Distributor shall be entitled to renew the Agreement for three (3) renewal terms of two (2) calendar years (the “CONSECUTIVE TERM”), by providing OT with one hundred eighty (180) days prior written notice, provided however that (a) the Distributor achieved all Exclusivity Targets during the Initial Term or any Consecutive Term as applicable and (b) the Parties reached an agreement regarding Exclusivity Targets and prices, which shall apply during the Consecutive Term. The parties shall negotiate in good faith with respect to any Exclusivity Targets and prices for any Consecutive Terms and, provided the Exclusivity Targets have been met, OT may not offer or agree to more favorable terms to any third party in the Territory. 15.2. Notwithstanding paragraph 15.1 above, either of the first sale Parties shall be entitled to terminate this Agreement upon thirty (30) days prior written notice in the event that a law or regulation have been imposed (a) on the subject matter of a LICENSED VARIETY in this Agreement including the Components and/or the Products, or (b) on either of the Parties, and such jurisdictionlaw or regulation which renders the execution or performance of this Agreement impossible. 10.2 Each 15.3. Notwithstanding paragraph 15.1 above, 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) at any time upon 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 prior written notice from to the non-breaching other party specifying such failure. 10.3 NOBLE will have in any of the right to terminate this Agreement unilaterally with following events, provided that if the following events (in subsections 15.3.1 through 15.3.3) shall be rescinded within thirty (30) days’ written days of their commencement, such notice of termination shall have no effect: 15.3.1. Bankruptcy, or other similar or related proceedings shall be commenced with respect to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement the other party; 15.3.2. The other party shall substantially cease to carry on business; 15.3.3. A substantial part of the other party’s assets shall be sold or comparable proceeding attached 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 levied by a third court or another official agency; or 15.3.4. The other party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if shall be 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination a material breach of this Agreement for any reason will and the breaching party has not relieve either party taken steps reasonably expected to cure such breach within a sixty (60) days after receipt of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination notice of this Agreementsuch breach. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights (a) The initial term of termination under this paragraph, this Agreement shall have be for five (5) years (“Initial Term”) starting from the Effective Date and shall automatically renew for successive one (1) year terms (each, a term equal to: (a) on a jurisdiction-by-jurisdiction basis“Renewal Term;” together with the Initial Term, the term “Term.”) unless either party sends the other written notification of its desire to terminate this Agreement at least sixty (60) days in advance of the INTELLECTUAL PROPERTY RIGHTS in expiration of the respective jurisdiction covering the LICENSED VARIETY; orthen-current Initial Term or Renewal Term. (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to Licensor may 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 effective immediately upon any of the following: (i) Licensee fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts pay any amount when 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. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with is not cured within thirty (30) days’ ; (ii) any warranty, representation, certification, or other statement made by or on behalf of Licensee and contained in this Agreement or in any other document furnished in compliance with or in reference to this Agreement is intentionally made incorrect, false, misleading, or untrue without Licensor’s prior written notice consent; (iii) Licensee has any Licensee Business Permit revoked, or suspended and such suspension is not cured within sixty (60) days,; (iv) Licensed Products fail industry testing or Quality Standards on three (3) or more occasions in any twelve (12) month period, and Licensee is not able to CEREScure, convert or mitigate the failure of testing or use the Licensed Products for another purpose under this Agreement (for example, an “Alternative Use Product” as defined in Exhibit B) after a reasonable time; (v) Licensee is or becomes Insolvent (as defined below); (vi) Licensee commits a breach of Section 1 of this Agreement and fails to correct such breach within thirty (30) days, (avii) if CERES seeks protection under Licensee commits a breach of any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any provision of this Agreement not otherwise listed in this section and fails to correct such proceeding is instituted against CERES breach within thirty (and not dismissed within one hundred twenty (12030) days; (viii) Licensee fails to meet sales goals by more than ten percent (10%) on three (3) or more occasions during any one calendar year under the term; (bviii) in case there is an Event of dissolution Default and Licensee fails to cure such Event of Default within thirty (30) days; (ix) there is a Change of Control of Licensee or winding up Licensor; or (x) Licensee commits three (3) or more material breaches of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by in a third party twelve (whether by sale12) month period, acquisitionregardless of cure. Notwithstanding the above, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do Licensor will not develop as anticipated, so as be entitled to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreementpoint prior to the expiration of the Initial Term except pursuant to any of clauses (i) through (x) of this Section 13(b). 10.6 Termination of (c) Licensor and Licensee agree and acknowledge that the parties have entered into a retail license agreement (the “Retail License Agreement”) executed contemporaneously with this Agreement for Licensee’s Retail Stores. The parties further agree that the Retail License Agreement entitles the Licensor for an option to purchase Licensee’s Retail Stores (the “Option”). The parties agree and acknowledge that the Option shall only apply to those Licensee’s Retail Stores that are delineated as a “Branded Retail Store” as defined in the Retail License Agreement. In the event that Licensor exercises its Option under the Retail License Agreement, the Licensor covenants that Licensee shall be entitled to continue to cultivate and manufacture the Licensed Products to third-party retailers in the Territory for the duration of the Term (or 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination renewal term) of this Agreement. 10.7 Upon termination . In the event that the Option is exercised by CERES pursuant to Paragraph 10.2the Licensor, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect be modified to omit the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this AgreementLicensor’s Retail Stores, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such terminationwhere applicable, and all such sublicenses shall remain amend the Goals, as reasonably necessary, as set forth in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESSection 5. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject 15.1 These Terms will commence on the Commencement Date and will continue until we have completed the supply of the Goods to you, unless earlier terminated in accordance with its terms (Term). 15.2 Either Party may terminate these Terms at any time by giving 30 days’ notice in writing to the other rights of termination Party. 15.3 These Terms or an Order under this paragraphthese Terms, this Agreement shall have will terminate immediately upon written notice by a term equal toParty (Non-Defaulting Party) if: (a) on the other Party (Defaulting Party) breaches a jurisdiction-by-jurisdiction basis, the material term of the INTELLECTUAL PROPERTY RIGHTS these Terms (or in the respective jurisdiction covering case of an Order the LICENSED VARIETYOrder) and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or (b) in those jurisdictions in which (to the LICENSED VARIETY extent permitted under the Corporations Act 2001 (Cth)) any step is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedtaken to enter into any arrangement between the Defaulting Party and its creditors, fifteen (15) years from the date any step is taken to appoint a receiver, a receiver and manager, a liquidator, a provisional liquidator or like person of the first sale whole or any part of a LICENSED VARIETY in such jurisdictionthe Defaulting Party’s assets or business, the Defaulting Party is bankrupt, or the Defaulting Party is unable to pay its debts as they fall due. 10.2 Each party shall have 15.4 Upon expiry or termination of these Terms (or in the right case of an Order, the Order): (a) we will immediately cease providing the Goods (or in the case of an Order the Goods outlined in the Order); (b) without limiting and subject to terminate this Agreement unilaterally your Consumer Law Rights, you agree that any payments made by giving written notice of termination you to the other party if such other party fails to satisfy its material obligations, which shall include but us are not limited torefundable to you including the Deposit (if any) except under clause 2.3; (c) you are to pay for all Goods provided prior to termination, making required reports including Goods which have been provided and making required paymentshave not yet been invoiced to you, and all other amounts due and payable under these Terms and or the Credit Terms; (d) by us pursuant to clause 15.3, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); (e) you agree to cease all activities under or in connection with this Agreement, and such party subsequently fails including any, except to cure such failure(s) within (a) thirty (30) days for failures the extent required in order to remit payment for amounts due under comply with this Agreement and (b) ninety (90) days for all clause 15 or any other obligations after receipt of written notice from clause which survives the non-breaching party specifying such failure. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement.; 10.7 Upon termination by CERES pursuant (f) upon request, you will return to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, us any of the aforementioned seed from plants which are our property, including any of our Intellectual Property and equipment provided to you (except those Goods purchased by you in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of accordance with this Agreement), no existing SUBLICENSES granted by CERES that you have in your (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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (ayour Personnel’s) NOBLE from recovering any royalties due as of terminationpossession; and (bg) either party from obtaining upon request, a remedy Party must destroy or return the confidential information of the other Party, except for any breach confidential information required to be maintained by law. 15.5 Unless otherwise agreed between the Parties, if these Terms are terminated, then any outstanding Orders will continue in accordance with the terms of the provisions Order (and these Terms) until such time as the Order is complete or the Order is otherwise terminated in accordance with its terms. 15.6 Termination of this Agreementthese Terms will not affect any rights or liabilities that a Party has accrued under it. 15.7 This clause 15 will survive the termination or expiry of these Terms.

Term and Termination. 10.1 Subject This Agreement and ▇▇▇▇▇▇▇’▇ employment by the District are hereby renewed for a term ending on November 30, 2024, unless earlier terminated as provided herein. No later than one (1) year prior to the end of the term, the parties will meet to discuss the possible execution of a contract for a new term commencing on December 1, 2024. This Agreement and ▇▇▇▇▇▇▇’▇ employment may be terminated prior to the end of the term, as follows: a. Upon 6 month’s written notice by Employer to ▇▇▇▇▇▇▇, if ▇▇▇▇▇▇▇ materially breaches any other rights provisions of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basisor performs any act which substantially inhibits his ability to discharge his duties as General Manager, the term 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 including, but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 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 paymentsmisconduct, under incompetence, conviction of a felony, neglect of duties, general neglect of the business of the District, or unprofessional conduct, conduct which reflects poorly on the image of the General Manager or the District, or conduct which interferes substantially with the continued performance of the duties of the General Manager; or b. Upon three (3) months’ written notice from ▇▇▇▇▇▇▇ to Employer; or c. Upon written notice by Employer to ▇▇▇▇▇▇▇ in the event that ▇▇▇▇▇▇▇ is unable, due to illness or disability, to fully perform the essential functions of his job pursuant to this Agreement, and such party subsequently fails to cure such failure(swith reasonable accommodation, for a cumulative period of one hundred eighty (180) within (a) thirty (30) or more calendar days for failures to remit payment for amounts due under this Agreement and (b) in any 12-month period. After ninety (90) continuous days of disability, the base monthly salary otherwise payable to ▇▇▇▇▇▇▇ for all other obligations after receipt the period of written notice from his entitlement to any disability insurance benefits, whether or not application for benefits is made, shall be reduced by the non-breaching party specifying amount of such failure.disability insurance benefit entitlement; or 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if d. Automatically in the commercially reasonable opinion event of CERES ▇▇▇▇▇▇▇’▇ death; or e. At any time pursuant to written agreement of the markets parties, on such terms as may be set forth in such agreement. The Agreement is hereby ratified and confirmed in all respects, except as so amended by this Fifth and by the four previous Addendums to the original Papio-Missouri River Natural Resources District General Manager Employment Agreement, entered into on December 14, 2006 by and between the District and ▇▇▇▇▇▇▇. This Fifth Addendum shall be effective upon its execution by both parties. By: Title: Chairperson Date: This Fifth Addendum (“Fifth Addendum”) amends the General Manager Employment Agreement (“Agreement”) entered into on October 10, 2006 by and between Papio-Missouri River Natural Resources District (“District”) and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”), for the LICENSED VARIETY change or do not develop employment of ▇▇▇▇▇▇▇ as anticipated, so as to render the production, promotion and sale General Manager of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing District. For full and sales adequate consideration and their mutual covenants herein contained the parties hereby agree that the first paragraph of Section 4 of the LICENSED VARIETYAgreement should be amended, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutualto read as follows, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not preventto-wit: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights (a) This Agreement shall commence on January -------------------- 3, 2000 and remain in effect, unless this Agreement is terminated by either party hereto, or extended by the written agreement of termination under this paragraphboth parties hereto, for a period of three (3) years. Thereafter, this Agreement shall have a continue in effect for additional periods of one (1) year each unless either party shall, at least one hundred eighty (180) days prior to the end of the initial term equal toor any such renewal term, as the case may be, notify the other party of its decision to terminate this Agreement effective at the end of the term in which such notice is given. Notwithstanding anything to the contrary herein contained, Employer may terminate this Agreement in accordance with the terms of subsections 5(b) and (c) below. (b) Employer shall be entitled to terminate this Agreement, for cause, if any of the following events shall occur: (ai) on Employee's death or upon Employee's becoming incapacitated due to accident, sickness or other circumstances which render Employee mentally or physically incapable of performing the duties and services required of Employee for a jurisdiction-by-jurisdiction basisperiod of ninety (90) consecutive days, the term of the INTELLECTUAL PROPERTY RIGHTS as determined by a physician mutually selected by Employer and Employee; (ii) Employee engages in criminal, unethical, immoral or fraudulent conduct, in the respective jurisdiction covering good faith opinion of Employer, or Employee is found guilty of such conduct by any court or governmental agency of competent jurisdiction; (iii) Breach by Employee of any material representation, warranty or other material term or provision in this Agreement, which breach has not been cured to the LICENSED VARIETYreasonable satisfaction of Employer within twenty (20) calendar days after notice of such breach; (iv) Intentional refusal by Employee to perform any duty reasonably required of Employee hereunder for a continuous period of three (3) calendar days after delivery of written notice thereof to Employee by Employer (it being understood that if Employee is out-of-town for business or otherwise and unable to receive any such notice, such notice will not be effective until he returns to his home); (v) The observed use of illegal drugs by Employee at any time or place or the abuse of alcohol or the appearance, in the good faith determination of Employer, of Employee being under the influence of drugs and/or alcohol on the premises of Employer or any client of Employer, during any time during which Employee is performing services for Employer or the good faith determination of Employer that Employee is addicted to drugs or alcohol and has refused any recognized rehabilitation procedures; or (bvi) Employee's gross negligence or willful misconduct in those jurisdictions the performance of the duties and services required of Employee. (c) Employer will be entitled to terminate this Agreement, without cause, at any time. In the event of any such termination, then Employee shall be entitled to receive severance payments in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen form of (15i) years from continuation of Employee's base salary for a period of one (1) year after the effective date of such termination, and (ii) payment, at the first sale normal interval, of a LICENSED VARIETY any Guaranteed Bonus Payment which would have been due and payable to Employee in the absence of such jurisdiction. 10.2 Each party shall have the right termination. In addition, if Employer elects to terminate this Agreement unilaterally by giving written notice without cause, then Employee's stock options will continue to vest until the first anniversary of the effective date of termination to of this Agreement (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"Anniversary Date"), 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) Employee will have ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failureAnniversary Date to exercise any options vested and outstanding on the Anniversary Date. 10.3 NOBLE will have the right (d) Upon termination of employment hereunder, Employee shall be entitled to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERESreceive such salary and fringe benefits, (a) if CERES seeks protection under any bankruptcyany, 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination terms of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by but unpaid, as of the date of such termination, and, except as otherwise provided under subsection 5(c) above, all future compensation and all future benefits shall cease and terminate as of the date of termination. Employee shall be entitled pro rata salary through the date of such sublicenses termination, but Employee shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to not be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall any incentive compensation not prevent: (a) NOBLE from recovering any royalties due yet paid as of the date of termination; and (b, except as otherwise provided under subsection 5(c) either party from obtaining a remedy for any breach of the provisions of this Agreementabove.

Term and Termination. 10.1 18.1 Subject to any other rights of termination under this paragraphClauses 18.2 and 18.3 below, this Agreement shall have be for a term equal to: of non-cancellable eight (a) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (15) 8) years from the date of this Agreement. Thereafter, this Agreement shall be renewed automatically for successive periods of five (5) years each unless either Party notifies the first sale other Party of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have its intention not to renew at least six (6) months prior to the right expiration of the then current term of this Agreement. If the Distributor fails to meet the Minimum Purchase Commitment for two (2) consecutive years from January 1, 2001, the Company may terminate this Agreement unilaterally without consequences on either party by giving one (1) month prior written notice to the Distributor. In addition, the Distributor will not be held responsible to pay the unfulfilled amounts of Minimum Purchase Commitment as outlined in Exhibit A. The decision to exercise this right of termination will be solely at the discretion on the Company. 18.2 This Agreement may be terminated by a non-breaching party for cause immediately by written notice to the breaching party upon the occurrence of any of the following events: (i) if the other party ceases to do business, or otherwise terminates its business operations or if such there is a material change in control of the other; or (ii) if the other party fails to satisfy its breaches any material obligations, which shall include but are not limited to, making required reports provision of this Agreement and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) breach 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 describing the non-breaching party specifying such failure.breach; 10.3 NOBLE will have (iii) if the right other shall fail to terminate promptly secure or renew any business license, registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement unilaterally with of any such business license, registration, permit, authorization or approval is revoked or suspended and not reinstated within thirty (30) days’ written notice to CERES, ; or (aiv) if CERES the other becomes insolvent or seeks protection under any bankruptcy, insolvency, receivership, trust, trust deed, creditors arrangement arrangement, composition or comparable proceeding 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 that party. 18.3 This Agreement may be terminated by the Company pursuant to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)Clause 6.1(ii). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 18.4 Clauses 10, 11, 13, 1412, 15, 16, 17, 18, 19 and 17 will 20 shall survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights 6.1 The term of termination under this paragraph, this Agreement shall have a term equal to: commence on _______________________, 20____ (a) on a jurisdiction-by-jurisdiction basis, the "Effective Date”). The initial term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or this Agreement shall be for five (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (155) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each (hereinafter referred to as “Initial Term”). This Agreement shall automatically renew for subsequent one (1) year terms unless either party shall have the right to terminate this Agreement unilaterally by giving provides written notice of termination non-renewal to the other party if such at least ninety (90) days prior to the end of the initial term or any subsequent renewal terms. 6.2 Notwithstanding anything to the contrary herein, after the Initial Term, either party may terminate this Agreement without cause by providing to the other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports one hundred and making required payments, under twenty (120) days prior written notice of termination. 6.3 Humana may terminate this Agreement, and or any individual Participating Provider, immediately upon written notice to IPA, stating the cause for such party subsequently termination, in the event: (i) IPA's, or any individual Participating Provider's, continued participation under this Agreement may adversely affect the health, safety or welfare of any Member or brings Humana or its health care networks into disrepute; (ii) IPA or any individual Participating Provider fails to cure such failure(smeet Humana’s credentialing or re-credentialing criteria; (iii) within IPA or any individual Participating Provider is excluded from participation in any federal health care program; (aiv) IPA or any individual Participating Provider voluntarily or involuntarily seeks protection from creditors through bankruptcy proceedings or engages in or acquiesces to receivership or assignment of accounts for the benefit of creditors; or (v) Humana loses its authority to do business in total or as to any limited segment of business, but then only as to that segment. 6.4 In the event of a breach of this Agreement by either party, the non-breaching party may terminate this Agreement upon at least sixty (60) days prior written notice to the breaching party, which notice shall specify in detail the nature of the alleged breach; provided, however, that if the alleged breach is susceptible to cure, the breaching party shall have thirty (30) days for failures from the date of receipt of notice of termination to remit payment for amounts due cure such breach, and if such breach is cured, then the notice of termination shall be void of and of no effect. If the breach is not cured within the thirty (30) day period, then the date of termination shall be that date set forth in the notice of termination. Notwithstanding the foregoing, any breach related to credentialing or re-credentialing, quality assurance issues or alleged breach regarding termination by Humana in the event that Humana determines that continued participation under this Agreement may affect adversely the health, safety or welfare of any Member or bring Humana or its health care networks into disrepute, shall not be subject to cure and shall be cause for immediate termination upon written notice to IPA. 6.5 IPA agrees that the notice of termination or expiration of this Agreement shall not relieve IPA’s obligation to provide or arrange for the provision of IPA Services through the effective date of termination or expiration of this Agreement. POLICIES AND PROCEDURES 7.1 IPA agrees to comply with Humana’s quality assurance, quality improvement, accreditation, risk management, utilization review, utilization management and other administrative policies and procedures established and revised by Humana from time to time and, in addition, those policies and procedures which are set forth in Humana’s Physician Administration Manual, or its successor (b) hereinafter referred to as the “Manual”), and bulletins or other written materials that may be promulgated by Humana from time to time to supplement the Manual. The Manual and updated policies and procedures may be issued and distributed by Humana in electronic format. Paper copies may be obtained by IPA upon written request. Revisions to such policies and procedures shall become binding upon IPA ninety (90) days after such notice to IPA by mail or electronic means, or such other period of time as necessary for Humana to comply with any statutory, regulatory and/or accreditation requirements. 7.2 Humana shall maintain an authorization procedure for IPA to verify coverage of Members under a Humana health benefits contract. 7.3 IPA agrees that it shall obtain preadmission authorization or provide admission notification with respect to Member inpatient admissions. IPA recognizes that failure to notify Humana of Member admission could result in limitation on Humana's ability to administer Members’ benefits. In the event that IPA fails to obtain preadmission authorization or notify Humana of a Member inpatient admission, the IPA’s claim will be pended and may either not be paid (if it is not Medically Necessary) or be subject to an administrative reduction in an amount equal to a fifty percent (50%) of the allowed amount. IPA agrees it shall not balance ▇▇▇▇ the Member for the amount of the reduction in payment. In the event the reduction described herein is effected, the Member's Copayments, if any, will be adjusted accordingly IPA_FL_08152006 3 CREDENTIALING AND PROFESSIONAL LIABILITY INSURANCE 8.1 Participation under this Agreement by IPA and Participating Providers is subject to the satisfaction of all other obligations after receipt applicable credentialing and re-credentialing standards established by Humana. IPA shall provide Humana, or its designee, information necessary to ensure compliance with such standards at no cost to Humana or its designee. IPA agrees to use electronic credentialing and recredentialing processes when administratively feasible. IPA, as applicable, and all Participating Providers providing IPA Services to Humana Members shall be credentialed in accordance with Humana’s credentialing process prior to receiving participating status with Humana. 8.2 IPA shall maintain, at no expense to Humana, policies of comprehensive general liability, professional liability, and workers' compensation coverage as required by law, insuring IPA and IPA’s employees and agents against any claim or claims for damages arising as a result of injury to property or person, including death, occasioned directly or indirectly in connection with the provision of IPA Services contemplated by this Agreement and/or the maintenance of IPA’s facilities and equipment. Upon request, IPA shall provide Humana with evidence of said coverage, of which minimum professional liability coverage shall be two hundred and fifty thousand dollars ($250,000) per occurrence and seven hundred and fifty thousand dollars ($750,000) in the aggregate, or as required by state law. IPA shall provide Humana with written notice from at least ten (10) days prior to any cancellations and/or modifications in the non-breaching party specifying coverage. IPA shall within ten (10) business days following service upon IPA, or such failure.other period of time as may be required by any applicable law, rule or regulation, notify Humana in writing of any Member lawsuit alleging malpractice involving a Member. PROVISION OF MEDICAL SERVICES 10.3 NOBLE will have 9.1 IPA shall provide Members all available medical services within the right to terminate this Agreement unilaterally normal scope of and in accordance with thirty (30) days’ written notice to CERES, IPA’s: (a) if CERES seeks protection under any bankruptcylicenses and certifications, 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) privileges to provide certain services based upon IPA’s qualifications as determined by Humana. IPA agrees to comply with all requests for information related to IPA’s qualifications in case connection with Humana’s determination whether to extend privileges to provide certain services and/or procedures to Members. IPA shall not ▇▇▇▇, charge, seek payment or have any recourse against Humana or Members for any amounts related to the provision of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business IPA Services for which Humana has notified IPA that privileges to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise))perform such services have not been extended. 10.4 CERES may after consultation 9.2 IPA shall maintain all office medical equipment including, but not limited to, imaging, diagnostic and/or therapeutic equipment (hereinafter referred to as “Equipment”) in acceptable working order and condition and in accordance with NOBLE terminate this Agreement the Equipment manufacturer’s recommendations for scheduled service and maintenance. Such Equipment shall be located in IPA’s office locations that promote patient and employee safety. IPA shall provide Humana or its agents with access to such Equipment for inspection and an opportunity to review all records reflecting Equipment maintenance and service history. Such Equipment shall only be operated by written notice if qualified technicians with appropriate training and required licenses and certifications. 9.3 Equipment owned and/or operated by IPA shall comply with all standards for use of such Equipment and technician qualifications established by Humana. IPA agrees to comply with all requests for information related to Equipment and IPA’s and/or IPA’s staff, qualifications for use of same. In the event: (i) IPA’s Equipment fails to meet Humana’s standards; or (ii) IPA declines to comply with Humana’s standards for use of Equipment, IPA agrees that it will not use such Equipment while providing services to Members and shall not ▇▇▇▇, charge, seek payment or have any recourse against Humana or Members for any amounts for services with respect to such Equipment. STANDARDS OF PROFESSIONAL PRACTICE 10.1 IPA Services shall be made available to Members without discrimination on the basis of type of health benefits plan, source of payment, sex, age, race, color, religion, national origin, health status or disability. IPA shall provide IPA Services to Members in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop same manner as anticipated, so as provided to render the production, promotion their other patients and sale in accordance with prevailing practices and standards of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESprofession. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights (a) The terms of termination under this paragraph, this Agreement shall have begin on the Effective Date, and shall continue for a term equal to: period of two (a2) on a jurisdiction-by-jurisdiction basis, years from the term Acceptance Date (the "Initial Term") unless sooner terminated as provided below. This Agreement will terminate upon expiration of the INTELLECTUAL PROPERTY RIGHTS Initial Term, unless the Parties mutually agree in writing to renew the respective jurisdiction covering terms of this Agreement for successive Renewal Terms of one (1) year, by providing such written acknowledgement no less than sixty (60) days prior to the LICENSED VARIETY; orexpiration of the Initial Term or applicable Renewal Term. (b) in those jurisdictions in which This Agreement may be terminated by a party for cause immediately by written notice upon the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date occurrence of any of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to following events: (i) if the other party ceases to do business, or otherwise terminates its business operations; (ii) if such the other party fails shall fail to satisfy promptly secure or renew any material license, registration, permit, authorization or approval for the conduct of its material obligations, which shall include but are not limited to, making required reports and making required payments, under business in the manner contemplated by this Agreement, or if any such license, registration, permit, authorization or approval is revoked or suspended and such party subsequently not reinstated within thirty (30) days; (iii) if the other breaches any material provision of this Agreement and fails to fully cure such failure(s) breach 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 describing the non-breaching party specifying such failure.breach; or 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (aiv) if CERES the other becomes insolvent; or seeks protection under any bankruptcy, insolvency, receivership, trust, trust deed, creditors creditor's arrangement composition or comparable proceeding proceeding, or if any such proceeding is instituted against CERES (the other and not dismissed within one hundred twenty thirty (12030) 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)). 10.4 CERES (c) This Agreement may after consultation with NOBLE terminate this Agreement be terminated by Lender for cause immediately by written notice if a bank regulatory agency having authority over Lender issues an order or directive finding the Service provided to Lender will cause Lender to be subject to regulatory sanction unless such Service is modified and DealerTrack fails to modify such Service in the commercially reasonable opinion accordance with such order or directive within such period of CERES the markets for the LICENSED VARIETY change or do not develop time 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected permitted by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESregulatory agency. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject 9.1 The term of this Agreement shall commence on the Effective Date and, unless terminated earlier as provided herein, shall continue for three (3) years from the Launch Date (the "Initial Term"). After the Initial Term, the Agreement shall be extended for a period of two additional (2) years (the "Extended Term"), unless either party provides written notice to the other of its intention to terminate the Agreement no less than ninety (90) days prior to the end of the Initial Term. The Initial Term and the Extended Term (unless this Agreement is terminated at the end of the Initial Term, as provided above), shall be collectively referred to herein as the "Term". 9.2 In the event either party materially fails to perform or comply with this Agreement or any provision hereof, including those set forth in the Exhibits to this Agreement, or fails to make the payments described herein within sixty (60) days of their due date, and fails to remedy the default within sixty (60) days after the receipt of written notice to that effect (except in the case of a material breach as set forth in subsection 9.2(a), in which case PEGASUS shall have thirty (30) days to remedy the default, after receipt of written notice to that effect, provided that prior to or contemporaneously with such notice Pegasus is provided a description of the failures to meet the specifications as required pursuant to Section 2.1(b) hereof), then the other party shall have the right, at its sole option and upon written notice to the defaulting party, to terminate this Agreement. Any notice of default hereunder shall be prominently labeled "NOTICE OF DEFAULT," and shall be delivered pursuant to Section 16.3. The rights and remedies provided in this section are not exclusive and are in addition to any other rights of termination and remedies provided by law or this Agreement. For clarity, the following shall be considered a material default by PEGASUS under this paragraphAgreement: (a) the Launch Date does not occur by May 31, 2002 due to the Travel Inventory Datefeed not complying with the specifications as set forth Exhibit A, (b) PEGASUS is unable to maintain its obligations under Section 2.5 or (c) PEGASUS fails to comply with its obligations under Section 2.6 (subject to Section 2.6(a)). 9.3 Notwithstanding anything to the contrary set forth in Section 9.2 of this Agreement shall have a term equal to:Agreement, (a) on a jurisdiction-by-jurisdiction basisORBITZ shall have, as its sole and exclusive remedy, the term right to terminate this entire Agreement at any time prior to the payment of the INTELLECTUAL PROPERTY RIGHTS in Initiation Fee, by giving written notice to PEGASUS, if PEGASUS fails to pay the respective jurisdiction covering the LICENSED VARIETYInitiation Fee by close of business on January 7, 2001; orand EXECUTION COPY [***] (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each 9.4 Either party shall have the right to terminate this Agreement unilaterally by giving at anytime, upon 30 days' prior written notice of termination to the other party party, if such other party fails party: 9.4.1. undergoes a Change in Control (provided that the right 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 terminate this Agreement and (b) ninety (90) days for all shall expire if unexercised within 3 months of the closing of the Change in Control transaction); 9.4.2. goes into voluntary or involuntary liquidation; 9.4.3. is declared insolvent either in bankruptcy proceedings or other obligations after receipt legal proceedings; 9.4.4. is or becomes party to an agreement with creditors due to such party's failure or inability to pay its debts as they fall due; or 9.4.5. has a receiver appointed over the whole or part of written notice from the non-breaching party specifying such failureparty's business. 10.3 NOBLE will 9.5 Either party shall 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time if, (i) either Party or any of its Affiliates, is subject to an inquiry, subpoena or investigation (the "Investigation") by mutualany state, written agreement. 10.6 Termination local or other (domestic or foreign) governmental entity (a "Governmental Entity") arising out of or relating to the relationship created by or activities between PEGASUS (or an assignee of PEGASUS) and ORBITZ contemplated by this Agreement, and such Investigation could reasonably be expected to involve the expenditure by the party subject to the Investigation (the "Affected Party") of significant resources, and (ii) the approval of or decision not to object to such activity by such Governmental Entity is predicated on termination of this Agreement for any reason will not relieve either party or the Affected Party reasonably determines, upon the advice of any obligation counsel, that the scope or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any duration of the Investigation is likely to be reduced substantially by the termination of this Agreement. 10.7 9.6 Upon termination by CERES pursuant to Paragraph 10.2or expiration of this Agreement for any reason, NOBLE will promptly deliver to CERES (i) ORBITZ shall immediately remove any PEGASUS logo link from the ORBITZ Web Site and cease any use of any and all BREEDER SEED in its possession PEGASUS marks, Chain Marks and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination dateProperty Marks pursuant to this Agreement, and NOBLE will grant CERES access (ii) PEGASUS shall immediately remove any ORBITZ logo link from the any ---------- *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to facilities the omitted portions. EXECUTION COPY PEGASUS-owned or operated web site and fields under its control for the purpose cease any use of collecting germplasm of the LICENSED VARIETIES other than seedany and all ORBITZ Marks pursuant to this Agreement. 10.8 Termination of this Agreement 9.7 The following provisions shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon survive termination of this Agreement: 1, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES 5, 6 (with respect 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties amounts due but unpaid as of termination; and (b) either party from obtaining a remedy for any breach the effective date of the provisions of this Agreementtermination), 7, 9.3, 9.5, 9.6, 9.7, 10, 11, 12, 13, 14, 15 and 16.

Term and Termination. 10.1 Subject (a) The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue until August 16, 2007, and thereafter shall only be renewed or extended by a writing executed by both parties. Each consecutive twelve-month period during the Term commencing on August 17, 2001 (the “Commencement Date”) or any anniversary of the Commencement Date is referred to herein as a “Year.” (b) Notwithstanding Paragraph 2(a), this Agreement may be terminated as follows: (i) Publisher shall have the right to terminate this Agreement at any time effective after the initial 90 days of this Agreement upon 60 days’ prior notice; **************************************************************** ************************** ****************************************************** (ii) Without prejudice to any other rights of termination and remedies available at law or under this paragraphAgreement, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each either party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to forthwith if the other party commits a material breach of any of the provisions of this Agreement (other than the payment of money) and has not either cured such breach within 28 days after having been requested to do so in writing or, if such other party fails breach is not reasonably capable of being cured within 28 days, either (i) has not (X) used best efforts 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 commence to cure such failure(s) breach within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement such 28-day period and (bY) ninety continued to diligently pursue such efforts beyond such 28-day period, or (90ii) in any event has not cured such breach within 45 days for all other obligations after receipt of written notice from the non-breaching having been requested to do so in writing. Either party specifying such failure. 10.3 NOBLE will shall 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 the other party commits a breach 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 involving the payment of money and has not cured such breach within five (whether by sale, acquisition, merger, operation of law or otherwise))5) days after having been requested to do so in writing. 10.4 CERES may after consultation with NOBLE (iii) Either party shall have the right to terminate this Agreement by written notice if immediately in the commercially reasonable opinion of CERES event that the markets other party is adjudicated as a bankrupt or insolvent, institutes voluntary proceedings for bankruptcy or reorganization, makes an assignment for the LICENSED VARIETY change benefit of creditors, applies for or do consents to the appointment of a receiver for it or a substantial portion of its property, or admits in writing its inability to pay debts as they become due. Any such termination shall not develop as anticipatedrelease either party of any accrued obligations hereunder, so as including Diamond’s right of offset pursuant to render paragraph 2(e) hereafter. (c) Promptly upon termination of this Agreement, Publisher will remove at its own expense the production, promotion and sale inventory of the LICENSED VARIETY uneconomical or impractical or if CERES decides Publisher Books from Diamond’s distribution center. If Publisher fails to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales remove such inventory within sixty (60) days after the later of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate termination of this Agreement at any time by mutualand written demand from Diamond that such inventory be removed, written agreement. 10.6 Termination Diamond shall have the right either to dispose of such inventory as it deems best or to destroy such inventory. Except as specifically provided for herein, upon termination of this Agreement for any reason reason, all distribution rights granted by Publisher to Diamond hereunder shall revert to Publisher. (d) In the event of expiration or termination of this Agreement by either party, Diamond shall accept returns of Publisher Books distributed to Bookstores (excluding U.K. Products) for sixty (60) days following the effective date of termination (the “Returns Period”). In no event shall Diamond have any right or obligation to accept any returns after the Returns Period. Diamond may withhold, from amounts otherwise due with respect to sales of Publisher Books to Bookstores made in each of the three (3) full calendar months immediately preceding the effective date of termination or expiration, a percentage of such amounts otherwise due, such percentage to serve as a reserve for returns (the “Return Reserve”) that Diamond may receive from Bookstores during the Returns Period. The percentage referred to in the preceding sentence shall be equal to the following fraction: (i) returns of Publisher Books, based on credit value, for the twelve (12) months immediately prior to the effective date of termination or expiration; divided by (ii) gross sales to Bookstores for such twelve-month period. Any portion of the Return Reserve that is not applied to credits issued for actual returns received by Diamond during the Returns Period shall be owed to Publisher, and any amount by which the Return Reserve is insufficient to cover credits issued for actual returns received by Diamond during the Returns Period shall be owed to Diamond. Diamond shall produce a final settlement statement within sixty (60) days after the end of the Returns Period and the appropriate party will settle the balance within sixty (60) days after such final statement is sent by Diamond. After the Returns Period, Publisher shall pay Diamond any amounts which any customer refuses to pay to Diamond on account of Publisher Books shipped to such customer by Diamond due to any deduction claimed by such customer for returns which such customer makes after the Returns Period or in connection with any dispute over the customer’s right to return any Publisher Books after the Returns Period, but only to the extent that Diamond has not relieve been able to recoup such amount from the Return Reserve or through a credit against amounts due to Publisher from Diamond. (e) In the event of termination of the Agreement by either party of party, Diamond shall have the right to offset any obligation or liability accrued amount owed to Publisher under this Agreement before termination against any amounts owed to Diamond or rescind any payments made affiliate of Diamond under any other agreements with Publisher or due before terminationits Affiliates. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive Diamond shall have the right to sell all U.K. Product in accordance with the provisions of this Agreement for a period of 180 days following any termination of this Agreement. 10.7 Upon termination by CERES pursuant Agreement (the “Sell-Off Period”). After the Sell-Off Period, Publisher shall have the option for 90 days thereafter to Paragraph 10.2, NOBLE will promptly deliver to CERES purchase from Diamond any and all BREEDER SEED in its possession and promptly upon harvesting, remaining U.K. Products at their invoiced cost plus any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seedfreight costs relating thereto. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 13.1 Subject to its provisions, the Agreement shall be binding upon the Parties from the date of its execution and shall remain valid and in effect for so long as the Parties are shareholders in the Company. This Agreement shall terminate forthwith and with effect from the date when any other rights Party's entire shareholding in the Company is sold in accordance with its provisions so far as the Party selling the shares is concerned. The Agreement shall continue to be valid and binding on the remaining Parties who continue to be the shareholders of termination under this paragraphthe Company. 13.2 In the event that within two months of the date of execution hereof, the condition precedent set forth in Article 2 has not been achieved, either Party shall be at liberty to terminate this Agreement by a thirty day Notice. Provided however that such termination shall have a term equal tobe without prejudice to either Party's accrued rights prior to the issue of such Notice of termination. 13.3 This Agreement may be terminated at the option of any Party: (a) on a jurisdiction-by-jurisdiction basis, if so agreed in writing by all the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETYParties; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 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 any Party hereto fails to satisfy observe or perform any of 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 obligations under this Agreement (`Defaulting Party') and such failure is not remedied within thirty days after written Notice thereof by the Party not in default (b) ninety (90) days for all other obligations after receipt the `aggrieved Party') 13.4 In the event of written notice from the non-breaching party specifying such failure. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2Article 13.3, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement following shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not preventapply: (a) NOBLE from recovering the Defaulting Party shall be liable to compensate the Aggrieved Party for any royalties due and all damages payable under Applicable Law as a result of terminationsuch default; and (b) either party from obtaining a remedy for any breach the Defaulting Party, at the option of the provisions Aggrieved Party, shall transfer at the lower of market value or par value, its entire shareholding in the Company. 13.5 Any shares sold by the Defaulting Party pursuant to this AgreementArticle shall be sold by the Party as owner and free from encumbrances and such sale shall include all rights attaching to those shares.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) The Term of this Lease shall be for a five-(5) year period, which period shall begin on a jurisdiction-by-jurisdiction basis, the term date that the Property is delivered to the Lessee (the “Initial Term”). The Lessee shall have the option to extend the Initial Term of the INTELLECTUAL PROPERTY RIGHTS Lease for four (4) successive extension periods of five (5) years each (each extension an “Extension Term”), subject to the same terms and conditions set forth herein. The Initial Term or any Extension Term, as applicable, shall be automatically extended unless (i) the Lessee notifies the Lessor in writing on or before one hundred twenty (120) days that precedes the respective jurisdiction covering expiration of the LICENSED VARIETYInitial Term of the applicable Extension Term of its intention not to extend the Initial Term or Extension Term, as applicable; or(ii) the Lessee fails to submit an Assessment for the current term in accordance with Section 6(a); or (iii) the Lessee fails to submit a Facilities Improvement Plan in accordance with Section 6(a). (b) Notwithstanding subsection (a) above, the Lessee shall be entitled to terminate this Lease upon providing the Lessor with notice of its intention to terminate this Lease at least eighteen (18) months in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date advance of the first sale proposed termination date. In the event Tenant is no longer authorized to operate a public charter school in the State of a LICENSED VARIETY in such jurisdiction. 10.2 Each party Rhode Island, Lessor shall have the right to terminate this Agreement unilaterally by giving written notice Lease, provided such termination shall not be effective until the end 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 failureTenant’s charter term. 10.3 NOBLE will have (c) In the right event the Lessor requires to use the Property as a public school that is part of the Providence School District, the Lessor shall be entitled to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERESLease, provided, that in such event, (ai) if CERES seeks protection under the Lessor shall be required to provide the Lessee with notice of its intention to terminate this Lease at least three (3) years in advance of the proposed termination date; (ii) repay the Lessee for any bankruptcycapital improvements made by the Lessee or paid for by ▇▇▇▇▇▇, insolvencycalculated in accordance with Section 23, receivershipwhich repayment shall be made by the Lessor first to the holder of any mortgagee or holder of indebtedness secured by any mortgage or trust deed upon the leasehold estate; and (iii) the Lessor shall secure a space adequate for the Lessee’s programmatic needs on substantially the same lease terms as those set forth in this Lease. Notwithstanding the foregoing, trust, deed, creditors arrangement the Lessor’s election to terminate this Lease shall not be effective until the Lessor fulfills the requirements set forth in subsections (i)-(iii) of this subsection and the indebtedness secured by any mortgages or comparable proceeding or if any such proceeding trust deeds upon the leasehold estate is instituted against CERES repaid in full by the repayment made for capital improvements pursuant to subsection (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)ii). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 15.1 This Agreement shall take effect on the Effective Date and, subject to earlier termination in accordance with all other relevant provisions hereof, shall continue through the conclusion of the 2014/2015 Flu Season regardless of the Commencement Date under Section 7.2, or such longer time as extended pursuant to Section 10.1 Subject (the “Term”). The Parties may elect in writing to extend the term of this Agreement on mutually agreeable terms and conditions. 15.2 Without limiting any other rights of termination under this paragraphspecified herein, either Party may terminate this Agreement shall have a term equal toby written notice to the other Party (the “Notified Party”) (such termination being effective immediately on the Notified Party’s receipt of such notice unless otherwise specified or agreed), if: 15.2.1 the Notified Party becomes bankrupt or the subject of procedures in bankruptcy, or under insolvency laws or for reorganization, receivership, liquidation or dissolution, and such procedures are not terminated within ninety (a90) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETYdays; or (b) in those jurisdictions in which 15.2.2 the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date Notified Party commits a material breach of any of the first sale provisions of a LICENSED VARIETY in such jurisdiction. 10.2 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 and 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 remedy such party subsequently fails to cure such failure(s) breach 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 of receipt of written notice from the non-breaching party Party (or such longer period as the non-breaching Party may specify in such notice), such notice specifying such failure. 10.3 NOBLE will have the right breach in detail and requiring it to terminate be remedied (for the avoidance of doubt, a material breach of this Agreement unilaterally with thirty (30) days’ written notice by HSI includes, without limitation, HSI’s failure to CERES, (a) if CERES seeks protection under purchase the Minimum Quantity of Product for any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement given Flu Season which is available for purchase by HSI 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)pay the Purchase Price therefor). 10.4 CERES 15.3 Without limiting any other rights of termination specified herein, HSI may after consultation with NOBLE terminate this Agreement by written notice if in to IDB (such termination being effective immediately on IDB’s receipt of such notice unless otherwise specified or agreed), if: 15.3.1 IDB fails to obtain the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipatedinitial Marketing Authorization by [**] ; provided, 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 SWITCHGRASS; provided however, CERES shall that HSI may exercise this right to terminate its promotiononly until [**] ; or 15.3.2 the Marketing Authorization is suspended for one hundred fifty (150) days or more or is terminated; provided, marketing and sales of however, that HSI may exercise this right to terminate only until the LICENSED VARIETY, whether directly date that is thirty (30) days after the Marketing Authorization is so suspended (after 150 days) or through any SUBLICENSEESterminated. [**] - Confidential or proprietary information redacted. 10.5 The parties 15.4 Without limiting any other rights of termination specified herein, IDB may terminate this Agreement at by written notice to HSI (such termination being effective immediately on HSI’s receipt of such notice unless otherwise specified or agreed), if any time of the licenses or approvals required to be maintained by mutualHSI pursuant to Section 7.5 are suspended for one hundred fifty (150) days or more or are terminated; provided, written agreementhowever, that IDB may exercise this right to terminate only until the date that is thirty (30) days after it receives notice that such licenses or approvals are so suspended or terminated. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before 15.5 Upon the termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination expiration of this Agreement: 15.5.1 HSI shall promptly (within thirty (30) days unless otherwise agreed by IDB) send to IDB, or otherwise dispose of in accordance with IDB’s directions, all samples of Product and all promotional, advertising and/or sales materials and technical information relating to Product in the possession or control of HSI, its Affiliates or Other Distributors; 15.5.2 HSI shall, and shall cause its Affiliates and Other Distributors to, immediately cease to promote, market, advertise, sell or distribute Product, except only as and to the extent permitted in Section 15.5.3 below; 15.5.3 Within three (3) months of termination, except for termination by IDB based on HSI’s unremedied breach, HSI may sell stocks of Product supplied by IDB to HSI but not yet sold by HSI, subject to the applicable provisions of this Agreement, and shall dispose of all remaining Product on hand in accordance with IDB’s directions and applicable laws and regulations; 15.5.4 HSI shall reasonably cooperate with IDB and any successor distributor appointed by IDB with a view to ensuring an orderly transfer of distribution responsibilities; 15.5.5 Within thirty (30) days after the termination or expiration of this Agreement, HSI shall furnish to IDB a complete, accurate and current accounting and report of all transactions subsequent to those shown in the last report to IDB provided in accordance with Section 2.3, and with such accounting and report shall pay to IDB any remaining amounts due under this Agreement; and 15.5.6 The Parties shall comply with Section 9.6 hereof relating to Confidential Information. 10.7 Upon 15.6 The termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination or expiration of this Agreement shall not affect be without prejudice to the rights and obligations of either Party accrued as of the parties accrued date of such expiration or termination, in addition to any other remedies that a Party may have under applicable statutory or common law (subject to the terms, conditions and limitations of this Agreement). Each Parties’ obligations under Sections 1, 4, 9, 11-16 and 18 (and, as applicable, the Schedules hereto), and such other sections which, by their context, are intended to survive, shall survive expiration or termination of this Agreement. Further, for the avoidance of doubt, HSI shall make all payments as are required in connection with Product delivered by IDB prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES subject only to HSI’s right to reject such Product in accordance with Sections 5.2 and 5.3. [**] - Confidential 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESproprietary information redacted. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject 9.1 This Agreement shall commence on the Effective Date and shall continue for a period of five (5) year(s) (the “Initial Term”). Upon the mutual written consent of both Parties prior to expiration of the Initial Term or any other rights of termination under this paragraphRenewal Term, this Agreement shall have renew for successive two (2) year terms (each, a term equal to“Renewal Term” and together with the Initial Term, the “Term”). Each July 1 to June 30 of every year of the Agreement shall be considered a Contract Year. In the final Contract Year of the Term, Purchaser agrees to purchase […***…] for that final year and […***…]. 9.2 This Agreement may be terminated by either Party: (a) on upon written notice if the other Party breaches this Agreement in any material manner and shall have failed to remedy or submit to the non-breaching Party a jurisdiction-by-jurisdiction basis, plan to cure such default within sixty (60) days after notice thereof from the term terminating Party (a failure of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETYSupplier to supply Product shall not be a terminable event except as covered under Section 9.2(b)); or (b) upon written notice by Purchaser in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale event of a LICENSED VARIETY in such jurisdictionSupply Failure by Supplier; or (c) immediately if the other Party by voluntary or involuntary action goes into liquidation or receivership; or dissolves or files a petition for bankruptcy or reorganization or for suspension of payments or is adjudicated a bankrupt, becomes insolvent or assigns or makes any composition of its assets for the benefit of creditors. 10.2 Each party shall have the right to terminate this 9.3 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. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement be terminated at any time by mutualPurchaser if Purchaser does not receive FDA approval to market, written agreementdistribute and sell Finished Product by December 31, 2019 or, following such approval, if a Regulatory Authority determines that Purchaser is no longer permitted under Applicable Law to market, distribute or sell Finished Product nor have a third party market, distribute or sell Finished Product. If Purchaser provides a notice of termination pursuant to this Section 9.3, Supplier shall continue to supply and Purchaser shall continue to purchase Product the greater of (i) the next […***…], or (ii) the volume of Product […***…]. 10.6 Termination of 9.4 In the event this Agreement for any reason will not relieve either party is terminated by Purchaser pursuant to Section 9.2 and/or 4.2(c), then the Binding Forecast and the Reserved Amount shall no longer be binding on Purchaser. 9.5 Notice of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, must in all cases be given pursuant to Section 14, 15, 16, and 17 will survive any termination of . 9.6 Notwithstanding anything else written in this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon Parties under Sections 3.3, 3.6, 3.7, 3.9, 4.1, 4.3, 4.4, 6.1, 6.2, 6.3, 6.4, 8, 9.5, 11, and 14 shall survive the expiration or 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 Agreement in effect according to accordance with their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject 11.1. These Terms of Sale shall commence on the Effective Date and continue thereafter for a period of one year, unless sooner terminated, as set forth below. These Terms of Sale shall be automatically renewedthereafter, for successive one (1) year periods, unless at least forty-five (45) days prior to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in any such jurisdiction. 10.2 Each renewal, either party shall have givenwritten notice to the right to other of its intention that these Terms of Sale not be renewed. These Terms of Sale shall automatically terminate this Agreement unilaterally at the end of the annual period duringwhichsuch notice is given. 11.2. Either party may terminate these Terms of Sale at any time by giving providing the other party with at least forty-five (45) days’ prior written notice of termination to termination. 11.3. A party may terminate these Terms of Sale immediately by writtennotice if (i) the other party if such ceases or threatens to cease to carry on business as a going concern; or (ii) the other party fails becomes or is reasonably likely to satisfy its material obligationsbecome subject to voluntary or involuntary proceedings in bankruptcy or liquidation; or (iii) a receiver or similar officer is appointedwith respect to the whole or a substantial part of the other party’s assets; or (iv) an event similar to any of the foregoing occurs under any applicable law. 11.4. If a party breaches any of the provisions of these Terms of Sale, which shall include but are the non-breaching party may terminate these Terms of Sale as follows: (i) immediately upon providing written notice to the breaching party if the breach is not limited to, making required reports and making required payments, under this Agreementcapable of being cured, and such party subsequently fails to cure such failure(s) within (aii) 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 providing written notice from to the non-breaching party specifying breachingparty if the breachingparty fails to cure such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with breach within such thirty (30) day period. 11.5. Cisco may terminate these Terms of Sale upon twenty (20) days’ written notice in the event it becomes known that (i) Customer or an Affiliate or Customer's direct or indirect parent has acquired or intends to CERESacquire a controlling interest in a third party, or (ii) Customer or its direct or indirect parent is to be acquired by a third party, or (iii) a controlling interest in Customer or its direct or indirect parent is to be transferred to a third party. 11.6. Cisco may terminate these Termsof Sale immediately upon written notice in the event that Customer is in breach of Sections 7 (Proprietary Rights and Software Licensing), Section 9 (Confidentiality ), or Section 14 (Export, Re-Export, Transfer & Use Controls), or Section 15 (Compliance with Laws, Including Anti-Corruption Laws). 11.7. Upon termination or expirationof these Terms of Sale, (a) if CERES seeks protection under any bankruptcyCiscoreserves the right to cease all further deliveryof Product or Services, 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) all outstanding invoicesimmediately become due andpayable by certifiedor cashier’s check, and (c) all rights and licenses of Customer under these Termsof Sale shall terminate, subject to the terms of the last sentence of this paragraph. If Cisco agrees to complete deliveryof any further Products or Services due against any existing Purchase Orders then Customer shall pay for such Products or Services in case advance by certified or cashier’s check. Except for a termination of dissolution these Terms of Sale resulting from Customer's breachof Section 7 (Proprietary Rights and Software Licensing), Section 9 (Confidentiality), or winding up Section 14 (Export, Re-Export, Transfer & Use Controls), upon termination or expirationof these Terms of CERES Sale , Customer may continue to use, in accordance with these Terms of Sale, Products provided to it by Cisco prior to the date of termination or expiration. 11.8. Upon termination or expirationof these Terms of Sale, Customer shall immediatelyreturnto Cisco all Confidential Information (excluding including all copies thereof) then in Customer's possession, custody or control; provided, that except for a termination resulting from Customer's breach of Section 7 (Proprietary Rights and Software Licensing), or Section 14 (Export, Re-Export, Transfer & Use Controls), Customer may retaina sufficient amount of such Confidential Information and material to operate its installed base of Products. 11.9. In the event of termination of these Terms of Sale for any situation where all reason, Customer shall have no r ights to damages or substantially all indemnification of CERES’ assetsany nature relatedto such termination(but not limiting any claim for damages it might have on account of Cisco's breach of these Terms of Sale, stock even if the breach gave rise to termination, suchliability being governed by and subject to the limitations set forth elsewhere in these Terms of Sale), specifically including no rights to damages or business to which this Agreement relates are acquired by a third party (indemnification for commercial severance pay, whether by saleway of loss of future revenuesor profits, acquisitionexpenditures for promotion of the Cisco products, merger, operation or other commitments in connection with the businessand good will of law Customer or otherwise))indemnities for any terminationof a business relationship. 10.4 CERES may after consultation with NOBLE terminate this Agreement 11.10. In the event that, following the expirationor terminationof these Terms of Sale , Customer places Purchase Orders and Cisco accepts such Purchase Orders, thenany such Purchase Orders shall be governed by written notice if in these Terms of Sale notwithstanding the commercially reasonable opinion earlier expirationor terminationof these Terms of CERES the markets for the LICENSED VARIETY change or do not develop as anticipatedSale; provided, 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales that acceptance by Cisco of any such Purchase Order will not be consideredto be an extensionof the LICENSED VARIETY, whether directly or through any SUBLICENSEESterm of these Terms of Sale nor a renewal thereof. 10.5 The parties may terminate this Agreement at any time by mutual11.11. Subject to Section 11.7 above, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation expiry or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any these Terms of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement Sale shall not affect the or prejudice any rights and obligations of the parties accrued prior accruing to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreementhereunder.

Term and Termination. 10.1 Subject (a) Unless terminated earlier pursuant to any other rights of termination under this paragraphparagraph 8(b) below, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the be in effect for an initial term of three years beginning on the INTELLECTUAL PROPERTY RIGHTS in effective date hereof (the respective jurisdiction covering "INITIAL TERM"). This Agreement may be renewed for successive renewal terms of one year (the LICENSED VARIETY"RENEWAL TERMS") upon the mutual written agreement of the parties prior to the beginning of any Renewal Term; orprovided, however, if the Company declines to renew and TJW desires to renew on substantially identical terms, TJW shall be provided one year's severance; further, provided, that if the Company desires to renew on substantially identical terms and TJW does not, no severance shall be provided to TJW. The Initial Term and any Subsequent Renewal Terms are collectively referred to as the "TERM." (b) This Agreement and TJW's employment by the Company may be terminated before the expiration of any Term as follows: (i) By the Company in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS following events (terminations under (1) and (2) below are obtained, fifteen deemed "for cause"): (151) years from the date TJW commits a material breach of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination where such breach, if curable, is not remedied 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) Company's reasonable satisfaction within (a) thirty (30) days after written notice to TJW (and termination shall be effective as of the end of such 30-day period); or (2) TJW is convicted (or pleads guilty or no contest) for failures committing an act of fraud, embezzlement, theft or another act constituting a felony or moral turpitude (and termination shall be effective upon written notice to remit payment TJW); or (3) TJW dies or becomes mentally or physically disabled such that TJW cannot, in the opinion of an independent physician selected by the Company, perform his duties (with reasonable accommodation to the extent required by law) for a period of the next 12 consecutive months (and termination shall be effective on the date TJW dies or 30 days after the Company gives written notice that the Company has determined he is disabled under the foregoing criteria); in which case: (A) the Company shall pay TJW his Base Salary and any other amounts due required by applicable law to be paid through the effective date of termination but the Company shall have no other obligations under this Agreement as of the effective date of the termination, and (bB) the Company shall permit TJW or his beneficiary to exercise vested options to acquire Company stock in accordance with and subject to the Award Agreement. (ii) By TJW, provided TJW shall give the Company at least ninety (90) days for all prior written notice thereof (and termination shall be effective as of the end of such 90-day or longer period); in which case (A) the Company shall pay TJW his Base Salary and any other amounts required by applicable law to be paid through the effective date of termination but the Company shall have no other obligations after receipt under this Agreement as of written notice from the non-breaching party specifying such failureeffective date of the termination, and (B) the Company shall permit TJW to exercise vested options to acquire Company stock in accordance with and subject to the Award Agreement. 10.3 NOBLE will have (iii) By the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERESCompany at any time and for any reason other than as set forth in paragraphs 8(b)(i)(1), (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) days8(b)(i)(2) or (b8(b)(i)(3), in which case the Company shall pay TJW a severance payment equal to his then current Base Salary if so terminated in his first year of employment: 1.5 times his then current Base Salary if so terminated in his second year of employment; and 2 times his then current Base Salary if so terminated in his third year of employment and thereafter. Further, all granted options shall vest and be available for exercise during the remaining life of the options. A significant reduction in TJW Duties or his reporting responsibilities to the Board of Directors shall be deemed a termination for reasons other than as set forth in paragraphs 8(b)(i)(1), 8(b)(i)(2) 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)8(b)(i)(3). 10.4 CERES may after consultation with NOBLE terminate (c) Notwithstanding anything to the contrary, the obligations under this Agreement which by written notice if in their terms survive termination, including, without limitation, the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipatedapplicable Developments, so as to render the productionConfidentiality, promotion Noncompetition, and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination Nonsolicitation provisions 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. Paragraphs 8as set forth in paragraphs 5, 106 and 7 hereof, 11, 13, 14, 15, 16, and 17 will shall survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of and the representations and warranties, including without limitation the provisions of this Agreementparagraph 4 hereof, shall survive termination. Upon termination, TJW shall return immediately to the Company all property belonging to the Company.

Term and Termination. 10.1 Subject 21.1 This Agreement shall commence on the date hereof and shall continue for the Initial Term, subject only to any other rights of termination under this paragraph, this Clauses 21.2 and 21.3. This Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, be automatically renewed for an additional three year period upon the term expiry of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or Initial Term, unless either Party shall serve 12 (btwelve) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving months written notice of termination to the other party if such other party fails Party, prior to satisfy the expiry of the Initial Term, of its material obligations, which shall include but are decision 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 effect renewal upon the expiry of written notice from the non-breaching party specifying such failureInitial Term. 10.3 NOBLE will have the right to terminate this 21.2 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement be terminated at any time by mutualRANBAXY by service of 30 days notice in writing on KSB in the event that; 21.2.1 RANBAXY reasonably considers that a Marketing Authorisation for the Product cannot be obtained in the Territory or, written agreementat any time after the Marketing Authorisation is granted, it is withdrawn or revoked by the Regulatory Authority; 21.2.2 By reason of any Serious Adverse Reaction KSB ceases manufacture and marketing of the Product in any country outside the Territory; 21.2.3 at any time during the period of twelve months after the date hereof, RANBAXY reasonably considers that any third party Intellectual Property rights in the Territory will prevent its exploitation of the rights granted in respect of the Product under this Agreement; 21.2.4 any dispute or litigation with regard to the KSB IP is initiated in the Territory which results in the prevention of storage, promotion, sale or distribution of the Product by RANBAXY; or 21.2.5 notwithstanding the performance by RANBAXY of its obligations hereunder, no Marketing Authorisation is granted for the Product within 24 months of the date of submission of the Dossier with the regulatory authorities. 10.6 21.3 This Agreement may be terminated by KSB if RANBAXY does not place firm orders with KSB within three (3) months after the grant of Marketing Authorisations. 21.4 This Agreement may be terminated forthwith at any time by either party (“the Terminating Party”) on written notice served on the other party (“the Defaulting Party”) if: 21.4.1 the Defaulting Party is in breach of any of its obligations hereunder and, in the case of a breach capable of remedy, it shall not have been remedied by the Defaulting Party within 30 (thirty) days of written notice served by the Terminating Party specifying the breach and requiring its remedy; or 21.4.2 an encumbrancer takes possession or a receiver is appointed over the whole or any part of the assets of the Defaulting Party; or 21.4.3 the Defaulting Party makes any voluntary arrangement with its creditors, or has a petition for an administration order presented against it; or 21.4.4 the Defaulting Party goes into liquidation (otherwise than in furtherance of a scheme for amalgamation or reconstruction); or 21.4.5 anything analogous to any of sub-clauses 21.2.2, 21.2.3 and 21.2.4 under the law of any relevant jurisdiction occurs in relation to the Defaulting Party; or 21.4.6 the Defaulting Party ceases, or threatens to cease to carry on business; 21.4.7 without prejudice to the rights of RANBAXY under Clause 21.2.4 if the Defaulting Party by reason of Force Majeure circumstances is prevented from the performance of its obligations hereunder for a period exceeding six months. 21.4.8 KSB is unable to supply 80% of the ordered quantity of the Product for a continued period of 180 days; 21.5 Termination of this Agreement for any reason will not relieve shall be without prejudice to any other right or remedy of either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this 1. This Agreement shall have a term equal to: (a) commence on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 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 set forth above 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. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotionafter three (3) years, marketing and sales of unless earlier terminated by either party hereto (the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 “Term”). The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination Term of this Agreement for any reason will not relieve either party may be extended by mutual written agreement of any obligation or liability accrued under the parties. 2. The representations and warranties contained in this Agreement before termination (including the recitals hereto), as well as those rights and/or obligations contained in the terms of this Agreement which by their intent or rescind any payments made or due before termination. Paragraphs 8meaning have validity beyond the term hereof, 10including without limitation Sections D, 11, 13, 14, 15, 16I, and 17 will K.3. hereof, shall survive any the expiration or termination of this Agreement. 10.7 Upon termination by CERES pursuant 3. This Agreement may be terminated prior to Paragraph 10.2the expiration of the term only under the following Conditions: a) By either party, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, if the other party materially breaches any of the aforementioned seed from plants which are in the field on the termination date, covenants and NOBLE will grant CERES access to facilities and fields agreements under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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 upon thirty (30) days written notice to the election of each SUBLICENSEEother party. b) By SPRI, if AMRI is substantially unable to perform assigned duties hereunder whether due to sickness, disability or incapacity, or any other reason, upon thirty (30) days written notice to AMRI. c) By AMRI, if SPRI fails to pay fees and/or fails to reimburse AMRI for reimbursable expenses as provided in Section F.2. NOBLE shall continue upon thirty (30) days written notice to be entitled to payments relating to such SUBLICENSES pursuant to SPRI. d) [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] may terminate this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not preventor any Project [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] upon written notice to [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] under the [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]: (ai) NOBLE from recovering if [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] desires to terminate the Agreement or any royalties due as Project [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] and wind-down any Projects, [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] shall [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] the then current number of termination[/*[CONFIDENTIAL TREATMENT REQUESTED]*/] until the total number of [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] have been [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]; andor (bii) either party from obtaining a remedy for if [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] desires to terminate the Agreement or any breach of Project [/*[CONFIDENTIAL TREATMENT REQUESTED]*/], then [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] shall [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] the provisions of this Agreement[/*[CONFIDENTIAL TREATMENT REQUESTED]*/] charges [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] under the [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] as described [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] using the [/*[CONFIDENTIAL TREATMENT REQUESTED]*/].

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this 19.1 This Agreement shall have a term equal to: be in effect during the Initial Term, and shall be extended automatically thereafter for successive additional periods of five (a) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (155) years from each, on the date of the first sale of a LICENSED VARIETY in such jurisdictionsame terms and conditions. 10.2 Each 19.1.1 Either party shall have the right to may terminate this Agreement unilaterally at no cost, effective at any time after the end of the Initial Term, by giving the other party written notice of termination at least thirty-six (36) months prior to such termination or such shorter period as agreed to by the parties. 19.1.2 Endo may terminate this Agreement, effective at any time prior to the end of the Initial Term, by (i) giving Novartis written notice of termination at least thirty-six (36) months prior to such termination or such shorter period as agreed to by the parties; and (ii) paying to Novartis, as liquidated damages and not as a penalty, (a) the Termination Amount; and (b) the net book value remaining on the Assets as of the effective date of termination; provided that, for purposes of this Section 19.1.2(ii)(b) only, the Assets shall be fully depreciated over a five (5)-year period with a zero dollar ($0) net book value at the end of year five (5). Novartis shall keep Endo timely informed of all newly-acquired Assets, including, without limitation, by means of an annual meeting between the parties; provided further that shall Novartis utilize any of the Assets to manufacture a Competing Product at any time following such termination notice and prior to the end of the fifth anniversary of this Agreement, then the amount payable by Endo for such utilized Assets pursuant to this clause (ii)(b) shall be zero. 19.2 Should either party hereto commit a material breach of any of the terms and conditions of this Agreement, the other party if may give to the party in default a written notice specifying the nature of such other breach and calling upon the party fails in default 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) remedy the same within (a) thirty (30) days for failures from the date of receipt of such notice. If the party in default fails to remit payment for amounts due under remedy such breach within such thirty (30)-day period, the party not in default may immediately terminate this Agreement by giving written notice to the party in default. 19.2.1 In the event that Endo terminates this Agreement as a result of a material breach of this Agreement by Novartis, then Novartis shall pay to Endo, as liquidated damages and not as a penalty, the reasonable costs actually incurred by Endo in transferring the manufacture of the Products to a third party. 19.2.2 Within twelve (12) months from the Effective Date, the parties shall begin discussions regarding the establishment of additional, detailed performance criteria with respect to (i) the quality of the Products, (ii) regulatory compliance, and (iii) production performance. With respect to each, the parties shall endeavor to agree upon "early warning" performance criteria and "breach" performance criteria. If agreement is reached on such criteria, and if Novartis' performance falls to an agreed-upon "early warning" level, then the parties shall meet and develop a mutually agreeable plan to improve Novartis' performance. If Novartis' performance falls to an agreed-upon "breach" level, then Endo shall be entitled to deem Novartis in material breach of this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally in accordance 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 (Section 19.2 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))Section 19.2.1 shall apply. 10.4 CERES may after consultation 19.3 Should an applicable governmental agency determine that a Product causes personal injury, harm to health or death when used in accordance with NOBLE 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 disclosed instructions as to render the productionuse of such Product, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties either party may terminate this Agreement as to such Product at any time by mutualno cost or penalty, written agreementeffective immediately. 10.6 Termination 19.4 Upon the expiration or termination of this Agreement for any reason will not relieve either party other than the material breach by Novartis hereunder or pursuant to Section 19.3 hereof, Endo shall (i) purchase, at the then current prices, all of any obligation or liability accrued under the remaining finished goods inventory of Products then on hand that conforms to the terms of this Agreement before termination but in no event more than those quantities of the applicable Products set forth for the first three (3) months on the last rolling forecast provided to Novartis pursuant to Section 4.2 hereof and (ii) purchase at Novartis' cost Novartis' work-in-process, Raw Materials, component and preprint inventory of or rescind any payments made relating to the Products (to the extent that such materials meet the applicable Specifications), but in no event more than necessary to meet the forecasted quantities of the applicable Products set forth for the first three (3) months on the last rolling forecast provided to Novartis pursuant to Section 4.2 hereof. 19.5 Upon the expiration or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this AgreementAgreement for any reason, Novartis shall be entitled to charge Endo the costs of any Development Work that will continue beyond the effective date of termination, such as ongoing stability testing, as such costs are incurred. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES 19.6 Notwithstanding any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon expiration or termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such terminationthe provisions of Article 1, Sections 4.5 and all such sublicenses 7.2, Articles 8 and 12, Sections 13.1.4, 13.1.5, 13.2, 13.3 and 13.4, Articles 15, 16, 18, 19, 22 and 23 hereof shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEEeffect. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions No termination of this Agreement, by expiration of its term or otherwise, shall extinguish, modify or otherwise effect any change in the rights or obligations of either party relating to transactions occurring before the effective date of such termination.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis7.1 Unless otherwise terminated as provided herein, the term of this Agreement shall commence on the INTELLECTUAL PROPERTY RIGHTS in Effective Date and shall terminate on December 31, 2036 (“Term”). Thereafter, the respective jurisdiction covering the LICENSED VARIETY; or Agreement shall automatically renew for successive 5-year terms (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedeach a “Term”), fifteen (15) years from the date subject to further review of the first sale economic terms of a LICENSED VARIETY in such jurisdictionthis Agreement, unless either Party gives written notice to the other Party of intent not to renew at least twelve (12) months prior to the expiration of the then current Term. 10.2 Each party 7.2 Notwithstanding the foregoing, any contracts entered into with third parties during the Term (or extensions thereof) granting rights to exploit any PFHOF Marks and/or HOFV Works, shall permit exercise of such rights by the third parties during the negotiated term of such contracts even if such contracts extend beyond the Term, subject to continued compliance with the terms hereof, including but not limited to, any payment obligations of Section 8.3. 7.3 Either Party shall have the right to terminate this Agreement unilaterally at any time for an uncured material breach by giving the other Party, provided that the non-breaching Party provides prior written notice of termination to the other party if such other party fails to satisfy its breaching Party, specifying the alleged material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreementbreach, and such party subsequently fails to cure such failure(s) within (a) further provided that the breaching Party shall have thirty (30) days for failures after receipt of such notice to remit payment for amounts due under this Agreement cure the material breach, to the reasonable satisfaction of the non-breaching Party; provided, further, that if such breach cannot be cured during such 30-day period, but the allegedly breaching Party has commenced and (b) is continuing good faith efforts to cure such breach within such 30-day period, then the cure period shall be extended until the allegedly breaching Party has stopped making good faith efforts to cure such breach, such extension not to exceed ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failuredays. 10.3 NOBLE will have the right to 7.4 Either Party may terminate this Agreement unilaterally with thirty (30) days’ written immediately upon giving notice if the other Party ceases to CERESconduct its operation in the normal course of business, (a) if CERES seeks protection under any bankruptcyincluding the inability to meet its obligations as they mature, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding under the bankruptcy or insolvency laws is instituted brought by or against CERES (and not dismissed within one hundred twenty (120) days) the other Party, or (b) in case a receiver or custodian is appointed or applied for by the other Party, or an assignment for the benefit of dissolution creditors or winding up a sale or transfer of CERES (excluding any situation where all or substantially all of CERES’ its assets, stock or business to which this Agreement relates are acquired /property is made by a third party (whether by sale, acquisition, merger, operation of law or otherwise))the other Party. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in 7.5 Upon the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change expiration 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under as provided in this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8Section 7, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of Parties under this Agreement shall not prevent: (a) NOBLE from recovering be terminated, except as provided herein. Upon termination, except as provided herein, HOFV shall immediately cease any royalties due as of termination; and (b) either party from obtaining a remedy for any breach and all use of the provisions PFHOF Marks and shall return all PFHOF Marks to PFHOF, and destroy any copies made. Except as provided herein, HOFV shall have a phase out period of this Agreementninety (90) days from the termination date to sell existing inventory of products using the PFHOF Marks and to remove or change all signage, marketing materials, and advertising that use the PFHOF Marks.

Term and Termination. 10.1 Subject This Agreement shall commence upon the Effective Date and shall continue in effect for the longer of five (5) years following the First Commercial Sale of Device(s) in the Field in the Territory or expiration of all patent coverage for Device(s) unless earlier terminated as provided below. 10.2 Notwithstanding the provisions of Section 10.1, if any party shall enter into liquidation either voluntary or compulsory (except for the purpose of amalgamation or reconstruction previously approved of in writing) or in any manner assign this Agreement or make any assignment for the benefit of creditors or cease or threaten to any other rights of termination under this paragraph, cease to carry on business or is unable to pay its debts as they fall due this Agreement shall have a term equal to:terminate immediately. (a) on To protect BTG's interests in the event Medi-Ject is acquired or enters into a jurisdiction-by-jurisdiction basisChapter 11 proceeding or other bankruptcy proceeding or into any liquidation, the term dissolution or winding up of the INTELLECTUAL PROPERTY RIGHTS affairs of the corporation either voluntary or compulsory, or in any manner assigns this Agreement or makes any assignment for the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY benefit of creditors or ceases or threatens to cease to carry on business or is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedunable to pay its debts as they fall due, Medi-Ject will within fifteen (15) years from the date days of the first sale Effective Date, place in escrow with an Independent Third Party designated by BTG, all Know How, information, licenses and tooling required to manufacture Device(s) and such escrowed items along with any inventory of a LICENSED VARIETY in such jurisdictionDevices shall be immediately transferred to BTG upon the occurrence of any of the aforesaid events, the licenses granted to BTG pursuant to Article 3 shall be deemed and shall become fully-paid, perpetual and irrevocable. 10.2 Each 10.3 Except as provided in Section 6.6, either party shall have may terminate upon the right to terminate breach of any material provision of this Agreement unilaterally by giving written notice of termination to if the other party if such other party fails to satisfy its material obligations, which shall include but are breach is not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) cured 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. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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 thereof to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESbreaching party. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties Should, however, the other party remedy the default upon which said notice is based within the said ninety (90) day period, the notice shall be without effect and this Agreement shall continue in full force and effect. 10.4 In the event that this Agreement is terminated prior to the date of its expiration in the Territory, due to the fault of BTG, BTG shall promptly make an accounting to Medi-Ject of the inventory of all Devices which it and its agents and distributors have on hand in the Territory, if any, as of termination; and the date of such termination and said parties shall thereafter have the right for a period of six (b6) either party from obtaining a remedy for any breach months after the said termination to sell such inventory of the provisions of this AgreementDevices.

Term and Termination. 10.1 21.1 Any Supply Term shall be extended for successive terms of two (2) years unless either Teva or Impax provides the other with written notice of its intention not to extend that Supply Term at least twelve (12) months before the expiration of such initial Supply Term or any extension thereof. 21.2 Subject to any other rights of termination under this paragraphSections 21.2.1 and 21.2.2, this Agreement may be terminated by either Party by written notice provided to the other Party at any time during the Term if the other Party (the "Breaching Party") is in material breach or default of any of its obligations hereunder (including, without limitation, any payment obligations) or any of its representations or warranties hereunder were untrue in a material respect when made, as follows: (i) the terminating Party shall have a term equal to:send written notice of the material breach or material default to the Breaching Party, and (ii) the termination shall become effective sixty (60) days after written notice thereof was provided to the Breaching Party, unless the Breaching Party has cured any such material breach or default prior to the expiration of the sixty (60) day period or if such material breach or material default is not capable of being cured within such sixty (60) day period, and the Breaching Party has commenced activities reasonably expected to cure such material breach or material default within such sixty (60) day period and thereafter uses diligent efforts to complete the cure as soon as practicable, but in no event shall such period exceed ninety (90) days. (a) 21.2.1 Teva's right to terminate in the event of Impax's failure to supply Teva's or its Affiliates' requirements for Products hereunder shall be on a jurisdictionProduct-by-jurisdiction basisProduct basis for each of the relevant countries of the Territory. 21.2.2 The failure of Impax to supply Teva's or its Affiliates' requirements for Products hereunder shall not give rise to a right of termination by Teva if following such failure, Teva, its Affiliate or a third party designated by Teva manufactures the Product pursuant to the provisions of Section 7.5 hereof. 21.3 Subject to the provisions of Section 22.3 hereof, either Party may terminate this Agreement effective upon issuance of written notice if, at any time, the term other Party files a petition in bankruptcy, or enters into an arrangement with its creditors, or applies for or consents to the appointment of a receiver or trustee, or makes an assignment for the INTELLECTUAL PROPERTY RIGHTS benefit of creditors, or suffers or permits the entry of an order adjudicating it to be bankrupt or insolvent. 21.4 In addition to the other provisions of this ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ shall be entitled to terminate this Agreement with respect to any Tier 2 Product in the respective jurisdiction covering U.S. by providing written notice to Impax by no later than the LICENSED VARIETY; or earlier of (bi) in those jurisdictions in which twelve (12) months following the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedEffective Date, or (ii) fifteen (15) years from days after acceptance by the date FDA of the first sale ANDA for the applicable Tier 2 Product(s). Upon such termination the grant hereunder to Teva to Market such Tier 2 Products in the U.S. shall revert to Impax and, except as provided in this Section 21.4, Teva's obligations hereunder with regard to such Tier 2 Products shall terminate. To the extent applicable, Teva shall indicate in its notice if it intends to commercialize a Competing Product to the subject Tier 2 Product that it internally developed (as distinguished from a "Transaction Event"). Upon receipt of Teva's written notice, Impax shall have sixty (60) days to elect to, if applicable (as a LICENSED VARIETY result of Teva setting forth in its notice its intention to commercialize a Competing Product), to participate in Teva's commercialization of such jurisdictionCompeting Product(s), in the U.S., in which case, such Competing Product(s) shall be deemed to be the corresponding Tier 2 Product terminated by Teva for purposes of this Agreement. In the event Impax elects to participate in Teva's commercialization of the Competing Product, Teva shall manufacture the applicable Competing Product, carry out all regulatory and legal activities and Impax shall reimburse Teva twenty-five percent (25%) for all past and future Regulatory Expenses and Intellectual Rights Legal Expenses incurred by Teva and/or its Affiliates for such Competing Product(s), and the Impax Margin for such Competing Product(s) payable to Impax shall be deemed to be twenty-five percent (25%) of Profit. Within sixty (60) days following launch of the applicable terminated Tier 2 Product(s) by Impax or Impax's Affiliate, nominee, assignee, licensee or other similar entity, Impax shall reimburse Teva an amount equal to all Regulatory Expenses and Intellectual Rights Legal Expenses paid by Teva under this Agreement with respect to the applicable Tier 2 Product(s). 10.2 Each party 21.5 Teva shall have the right be entitled 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) upon thirty (30) days for failures notice to remit payment for amounts due under this Agreement and Impax, in the event of an Event of Default (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failureas set forth in Section 10.7). 10.3 NOBLE will 21.6 In the event that there is no launch of any of the Products in any of the countries in the Territory by July 15, 2004, Teva shall have the right right, at its option, to terminate this Agreement unilaterally with thirty on ten (3010) 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))days notice. 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights 13.1 The Term shall commence on the Commencement Date and continue in force for the duration of termination under the Term, unless earlier terminated in accordance with the provisions of this paragraphClause 13. 13.2 Upon the expiry of the Term, this Agreement the Company shall have the option to extend the Term for a term equal to: further period of 2 years, on the same terms and conditions as this Agreement, save for pricing and services specifications which shall be mutually agreed between the Parties. Such option may be exercised by the Company no earlier than three (a3) on a jurisdiction-by-jurisdiction basis, months and no later than one (1) month prior to the term 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionTerm. 10.2 Each party 13.3 The Company shall have the right to terminate this Agreement unilaterally at any time during the Term by giving to the Contractor Three (3) months’ prior notice in writing. 13.4 Notwithstanding anything to the contrary contained herein, each Party (“Non-Defaulting Party”) may at its sole discretion terminate this Agreement immediately with respect to any or all of the Services by giving written notice of termination to the other party Party (“Defaulting Party”) if: 13.4.1 the Defaulting Party commits any breach of any term of this Agreement which, if such other party fails to satisfy its material obligationscapable of remedy, which shall include but are is not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) remedied within (a) thirty (30) days from the date of service of the Non-Defaulting Party’s notice on the Defaulting Party specifying the breach and requiring such breach to be remedied; 13.4.2 where the Defaulting Party is the Contractor, the total amount of liquidated damages payable by the Contractor under Clause 9Error! Reference source not found. amount to or are in excess of the full amount of the Security Deposit; 13.4.3 any mortgagee, chargee or encumbrancer takes possession or a receiver is appointed over any part or all of the undertaking or property or assets of the Defaulting Party; 13.4.4 the Defaulting Party makes any voluntary arrangement with its creditors or becomes subject to an administration order; 13.4.5 an order of court is made to wind up the Defaulting Party or to place it under judicial management or a resolution is passed by the members of the Defaulting Party for failures its winding up or liquidation; 13.4.6 any distress or execution is levied or enforced in relation to remit payment any of the assets of the Defaulting Party; 13.4.7 the Defaulting Party ceases, or threatens to cease, to carry on business or becomes insolvent or admits in writing its inability to pay its debts when due; 13.4.8 the Defaulting Party offers, gives or agrees to give, or has offered, given or agreed to give, to any person any gift or consideration of any kind as an inducement or reward for amounts due doing or forbearing to do or for having done or forborne to do, any action in relation to the obtaining or execution of this Agreement; 13.4.9 the Defaulting Party shows or forbears to show favour to any person in relation to any agreement with the Company, or if similar acts shall have been done by any person employed by the Defaulting Party or acting on its behalf (whether with or without the knowledge of the Defaulting Party); or 13.4.10 in relation to any agreement with the Non-Defaulting Party, the Defaulting Party or any person employed by it or acting on its behalf commits any offence under the Penal Code (Chapter 224) or the Prevention of Corruption Act (Chapter 241), or abets or attempts to commit such an offence, or gives any fee or reward the receipt of which is an offence under the Penal Code or the Prevention of Corruption Act. 13.5 Nothing in this Agreement shall prejudice the rights and (b) ninety (90) days for all other obligations after receipt of written notice from which have accrued prior to the non-breaching party specifying such failure. 10.3 NOBLE 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 expiry 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination earlier termination of this Agreement for any reason will not relieve or preclude either party Party from claiming against the other Party in respect of any obligation loss or liability accrued under damage arising from or incurred as a result of any breach of any of the provisions of this Agreement before termination occurring prior to the expiry or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any earlier termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2. Further, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the continuing rights and obligations of the parties accrued prior to termination hereof.Company under any other 10.9 Upon 13.6 On the expiry or earlier termination of this Agreement, no existing SUBLICENSES granted the Contractor shall, unless otherwise expressly directed in writing by CERES or AFFILIATED COMPANIES the Company’s Supervisor, remove its property that has not been retained by the Company as well as its personnel on the Premises. 13.7 If this Agreement is terminated before the due completion of all the Services, then subject to third parties the Contractor having fulfilled all its obligations under the terms of this Agreement (to the extent that they may be fulfilled) and without prejudice to any sums which are payable by the Contractor to the Company pursuant to any term of this Agreement, the Company shall be affected by pay the Contractor, on a quantum meruit basis, for all work done in relation to the Services up to the date of such termination, and PROVIDED THAT the amount of such payment(s) aggregated with all such sublicenses shall remain in effect according other payment(s) made by the Company to their terms, the Contractor pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination terms of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach exceed the total of the provisions fees payable under Clause 8. 13.8 The right of termination conferred by this Clause 13 is in addition to and not in derogation of any other rights of termination of this Agreement conferred under any other provision of this Agreement.

Term and Termination. 10.1 Subject to any other rights 11.1 The term of termination under this paragraph, this Agreement shall have a term equal to: (a) begin on a jurisdiction-by-jurisdiction basisthe date set forth above and shall, unless earlier terminated as provided herein, continue until the term end of the INTELLECTUAL PROPERTY RIGHTS License Term. 11.2 TIMERx Technologies may at its option transform the Exclusivity Period in a country (or group of countries, as so designated in Exhibit 11.2) into a period for the respective jurisdiction covering balance of the LICENSED VARIETY; or (b) in those jurisdictions License Term, in which Sanofi's rights will be nonexclusive, if Sanofi fails to sell at least the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedminimum sales volumes stated in Exhibit 11.2 in such country or group (as indicated in Exhibit 11.2), fifteen (15) years from the date for any of the first sale periods stated. Such option shall be exercised by TIMERx Technologies, if at all, by written notice to Sanofi given during the 120 days following TIMERx Technologies' receipt of a LICENSED VARIETY Sanofi's report of sales indicating that any such minimum sales volume was not met during the applicable period. 11.3 If Sanofi fails to meet at least ***** of the minimum sales volumes specified in Exhibit 11.2 with respect to any country or group of countries (as indicated in Exhibit 11.2) for any of the periods stated in such jurisdiction. 10.2 Each party shall have the right Exhibit, TIMERx Technologies may at its option elect to terminate this Agreement unilaterally by giving written notice of termination the Marketing Period and the License Term with respect to that country or group upon 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 delivery of written notice to Sanofi, delivered on or prior to the 90th day after the later of the end of such period or TIMERx Technologies' receipt of a report from the non-breaching party specifying Sanofi reporting such failure. 10.3 NOBLE will have 11.4 In the right to terminate event that either party materially breaches any of the terms, conditions or agreements contained in this Agreement unilaterally with thirty (30) days’ written notice to CERESbe kept, (a) if CERES seeks protection under any bankruptcyobserved or performed by it, 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 then the other party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement Agreement, at its option and without prejudice to any time of its other legal or equitable rights or remedies, by mutualgiving the party who committed the breach (i) in the case of breach of obligations other than the payment of money, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either 60 days' notice in writing, unless the notified party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16within such 60-day period shall have cured the breach, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are (ii) in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control case of breach of an obligation for the purpose payment of collecting germplasm of money, 20 days' notice in writing, unless the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement notified party within such 20-day period shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.have cured the

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basisThis Agreement shall become effective upon the Effective Date, and shall remain in effect for one (1) year (“Initial Term”). At the end of the Initial Term, the term Agreement shall automatically renew for two (2) successive terms of one (1) year each (each, a “Renewal Term”) unless either party notifies the other at least thirty (30) calendar days prior to the end of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orInitial Term or any Renewal Term of its wish not to renew for a subsequent Term. (b) in those jurisdictions in which This Agreement may be terminated at any time: i. by either party, for any reason or no reason whatsoever, upon the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen delivery of thirty (1530) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving calendar days’ written notice of termination to the other party; ii. by either party, immediately upon written notice to the other party, if a party ceases doing business, becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed for its assets, or an order has been made for its “winding-up”; and iii. by Hill’s, immediately upon written notice to Shelter, if such other party (A) Shelter loses and/or fails to satisfy maintain its status as a 501(c)(3) not-for-profit organization or governmental entity; (B) Shelter breaches its material obligationsobligations (including, which shall include but are not limited to, making required reports and making required payments, nonpayment or any obligations under Section 2); or (C) Shelter’s account remains inactive for a minimum of three (3) months. (c) Upon the expiration or termination of this Agreement, Hill’s shall cease providing the discounts described in Appendix B, and such party subsequently fails to cure such failure(s) the Shelter shall within (a) thirty (30) days thereof pay any outstanding amounts owed to Hill’s. Additionally, upon Hill’s request, the Shelter shall return to Hill’s or make available for failures pick up by Hill’s or its designated agents, any Hill’s promotional materials which Hill’s had provided to remit payment for amounts due under this Agreement the Shelter (including without limitation, any coupons, Adopter Kits, signage, posters, educational materials and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE 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)display racks). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this 14.1 This Agreement shall have a term equal to: of one (a1) on a jurisdiction-by-jurisdiction basis, year unless it is sooner terminated (i) pursuant to the term terms of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or Commercial Supply and License Agreement or (bii) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date pursuant to any other clause of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party this Section 14. Either Party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to in the event that: (a) the other party if such other party Party (the “Defaulting Party”) fails to satisfy its perform any material obligations, which shall include but are not limited towarranty, making required reports and making required payments, duty or responsibility or is in default with respect to any material term or condition undertaken by the Defaulting Party under this Agreement, Agreement and such party subsequently fails to cure such failure(s) within (a) failure or default continues unremedied for a period of 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 thereof by the non-breaching party specifying aggrieved Party to the Defaulting Party; provided that if such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with breach cannot be reasonably cured within thirty (30) days’ , such breach shall be deemed cured if the Defaulting Party commences to cure such breach within such thirty (30) day period and diligently continues such cure; (b) the Defaulting Party is affected by a Force Majeure which cannot be removed, overcome or abated within six (6) months (or such other period as the Parties jointly shall determine) from the date the Defaulting Party first became affected; (c) the Defaulting Party ceases or takes material steps to cease carrying on its business, or takes any action to liquidate its assets; if the Defaulting Party files a voluntary petition in bankruptcy or for arrangement, reorganization or other relief under any bankruptcy legislation or any similar law, now or hereafter in effect; or files an answer or other pleading in any proceeding admitting insolvency, bankruptcy or inability to pay its debts as they mature; or within sixty (60) days after the filing of any involuntary proceedings under any bankruptcy legislation or similar law, now or hereafter in effect, such proceedings shall not have been vacated; or all or a substantial part of its assets are attached, seized, subjected to a writ or distress warrant, or are levied upon, unless such attachment, seizure, writ, warrant or levy is vacated within sixty (60) days, or shall be adjudicated as bankrupt; or shall make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due or shall consent to the appointment of a receiver or trustee or liquidator of all or the substantial part of its property; or any order appointing a receiver, trustee or liquidator of the Defaulting Party of all or a substantial part of its property is not vacated within sixty (60) days following the entry thereof; if an order shall be made or resolution passed for the winding-up or the liquidation of the Defaulting Party or if the Defaulting Party adopts or takes any corporate proceedings for its dissolution or liquidation; or (d) Either Party may terminate this Agreement on thirty (30) days prior written notice to CERESthe other that, in the opinion of the terminating Party, further development of the Product is not commercially prudent for any reason. All costs incurred by both Parties until the date of termination shall be reimbursed as described in this Agreement within 30 days after date of termination. In the event BioMarin terminates according to this Section 14.1(d), the assignment of the Project Intellectual Property Right shall be negotiated in good faith. 14.2 In the event, BioMarin terminates this Agreement pursuant to Section 14.1 (a), (b) or (c) or Epro terminates this Agreement pursuant to Section 14.1 (d), Epro shall provide to BioMarin protocols, methodologies, data, and materials for synthesis and process development of Product, in addition to protocols for all other analyses as described in this Agreement and the Quality Agreement with sufficient detail and information to recreate all processes developed up to date of termination in another facility. 14.3 Except as provided in Sections 14.2 or 14.5, upon the termination of this Agreement: (a) if CERES seeks protection under Epro shall return to BioMarin or destroy, immediately upon BioMarin’s request, any bankruptcyand all BioMarin Technology which is in Epro’ possession and all documents containing such BioMarin Technology or any part thereof, insolvencyand all copies and extracts made thereof; and (b) BioMarin shall return to Epro or destroy, receivershipimmediately upon Epro’ first request, trustany and all Epro Technology which is in BioMarin’s possession and all documents containing such Epro Technology or any part thereof, deed, creditors arrangement and all copies and extracts made thereof except as otherwise provided in this Agreement. 14.4 In the event that either (a) the Quality Agreement or comparable proceeding or if any such proceeding is instituted against CERES (the Commercial Supply and License Agreement are not dismissed finalized and agreed to by both Parties within one hundred and twenty (120) days) days after the date of this Agreement and the Parties are not continuing to negotiate such documents diligently and in good faith or (b) Epro has not provided the agreed-upon [****] of Product for preclinical use or the [****] (as determined by BioMarin) of Product for clinical use within 3 months after the dates provided in case Schedule 2, and BioMarin reasonably believes that Epro will be unable to provide the Product in a reasonable time-frame thereafter, then each of dissolution or winding up the Parties may, at its discretion, terminate the Agreement with a written notice of CERES one (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))1) week. 10.4 CERES may after consultation with NOBLE terminate this 14.5 If one of the Parties terminates the Agreement by written notice if pursuant to Section 14.4 Epro will grant to BioMarin a world-wide, exclusive, sublicensable and transferable license to, use, exploit, in any manner, modify and improve (which improvements will be the sole property of BioMarin) the Epro Technology for use in the commercially reasonable opinion BioMarin Field of CERES the markets for the LICENSED VARIETY change or do not develop as anticipatedUse, so as to render allow BioMarin the productionright to continue the Project, promotion at its own expense. In such event, BioMarin will be entitled to retain the Epro Technology in its possession. Further, Epro will deliver to BioMarin copies of all documents and sale of materials in Epro’s possession related to the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities Project that BioMarin may request. Such license shall bear reasonable royalties based on negotiations held in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing good faith and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEEScompleted six (6) weeks after such termination. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 14.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties Parties accrued under this Agreement prior to termination hereof. 10.9 Upon nor the provisions contained in this Agreement, which by their purpose have a term beyond the termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such terminationincluding, without limitation, Sections 8.3, 10, 11, 13, 14 and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES17. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights (a) This Agreement shall commence on the Effective Date and remain in effect for a period of termination under two (2) years therefrom (“Initial Term”), unless earlier terminated by either USCF or SHIM in accordance with this paragraphArticle 3. After the Initial Term, this Agreement shall have a term equal to: (a) on a jurisdictioncontinue for successive one-by-jurisdiction basis, the term year periods unless terminated by either such party as 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, fifteen (15) years from the date end of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally an annual period 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) providing at least ninety (90) days for all other obligations after receipt of written notice from of such termination prior to the non-breaching party specifying such failureend of the annual period, except as otherwise provided in this Article 3. 10.3 NOBLE will (b) If a party (the “Breaching Party”) is in material breach of any terms of this Agreement, either USCF or SHIM, as the case may be, may so notify the Breaching Party in writing, specifying the nature of the breach in reasonable detail. The Breaching Party shall have thirty (30) calendar days from delivery of that notice to correct the right to breach; provided that if the breach is not cured within the identified time period, the other party may terminate this Agreement unilaterally with at any time after the thirty (30) days’ written notice to CERES, the Breaching Party with another thirty (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 (12030) days’ written notice. Either USCF or SHIM may terminate this Agreement upon thirty (30) days’ written notice to such other party if SHIM or (b) USCF, as the case may be, is dissolved or its existence is terminated; becomes insolvent or bankrupt or admits in case writing its inability to pay its debts as they mature, or makes an assignment for the benefit of dissolution creditors; makes a voluntary assignment or winding up transfer of CERES (excluding any situation where all or substantially all of CERES’ assetsits property; has a custodian, stock trustee, or business receiver appointed for it, or for all or substantially all of its property; has bankruptcy, reorganization, arrangements, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy or similar law for the relief of debtors, instituted by or against it, and, if instituted against it, any of the foregoing is allowed or consented to which this Agreement relates are acquired by a third the other party or is not dismissed within sixty (whether by sale, acquisition, merger, operation of law or otherwise))60) days after such institution. 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties (c) USCF may terminate this Agreement at any time by mutual, upon written agreement. 10.6 Termination notice to SHIM if (i) USCF is informed of this Agreement for any reason will not relieve either party the final adoption of any obligation legislation or liability accrued under this Agreement before termination regulation that materially impairs USCF’s ability to market, promote, or rescind issue, redeem or list on an exchange, shares of the Fund, (ii) any payments made material litigation or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16regulatory proceeding regarding the Fund is commenced which requires that the Fund cease existence, and 17 will survive any termination no successor Fund is commenced with similar investment objectives, (iii) USCF elects to terminate the public offering or other distribution of this Agreement. 10.7 Upon termination by CERES pursuant the Fund and the Fund is dissolved, (iv) both K. G▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and G▇▇▇ ▇. ▇▇▇▇▇▇ cease to Paragraph 10.2serve as a partner or senior advisor to SHIM, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, or (v) there is a Change of Control of SHIM. “Change of Control of SHIM” means the occurrence of any of the aforementioned seed from plants which are following: (1) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all the field on assets of SHIM, or (2) the termination datesale, and NOBLE will grant CERES access to facilities and fields under its control for lease, transfer, conveyance or other disposition by the purpose members of collecting germplasm SHIM (as of the LICENSED VARIETIES other Effective Date) of more than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations 50% of the parties accrued prior to termination hereofoutstanding equity of SHIM. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to 14.1 The Subcontractor may terminate this Agreement unilaterally by giving written notice if Crimson Crab: 14.1.1 commits a serious breach of termination to the other party if such other party terms which it 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) remedy 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 of receipt of written notice from the non-breaching party Subcontractor specifying such failurethe breach and requesting remedy (on written notice to Crimson Crab following the end of the thirty day period); 14.1.2 fails to make any outstanding payment within fifteen days of receiving written notice from the Subcontractor that the payment is late (on written notice to Crimson Crab following the end of the fifteen day period); 14.1.3 has a receiving order made against it, or makes any arrangement with its creditors (immediately on written notice). 10.3 NOBLE will have the right to 14.2 Crimson Crab may terminate this Agreement unilaterally with if the Subcontractor: 14.2.1 persistently neglects, fails or refuses to perform the agreed Services to Crimson Crab’s reasonable satisfaction (immediately on written notice); 14.2.2 acts in any way materially contrary to Crimson Crab or the Client’s interests whilst providing the Services (immediately on written notice); 14.2.3 commits a serious breach of the terms, which the Subcontractor fails to remedy within fifteen days of receipt of written notice from Crimson Crab specifying the breach and requesting remedy (on written notice at any time following the end of the fifteen day period); 14.2.4 is involved in any regulatory actions, civil or criminal proceedings or any other acts or omissions in respect of which may, in the sole opinion of Crimson Crab, be prejudicial to Crimson Crab or the Client, or bring Crimson Crab, the Client, the Reputation Academy or a member of the Reputation Academy or a Reputation Advocate into disrepute (immediately on written notice) the Subcontractor agrees to inform Crimson Crab of any such circumstances within two working days of the matter coming to the attention of the Subcontractor; 14.2.5 becomes insolvent or make an assignment for the benefit of creditors (immediately on written notice). 14.3 The termination of this Agreement for whatever reason will be without any compensation or damages to the Subcontractor. Termination does not remove the rights of either party to recover damages from the other. 14.4 The Subcontractor will be liable to Crimson Crab in respect of the full cost of alternative service provision for a Client and all fees and expenses reasonably incurred by Crimson Crab up to the date of termination. Any outstanding balances must be settled in full on termination or if not available at that time when they do become available and invoiced to the Subcontractor. 14.5 The term of this Agreement is three Months. It will be automatically renewed on a rolling basis unless either party gives the other party at least thirty (30) days’ written notice that they wish 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject (a) the initial term of this Agreement shall commence on the date hereof and shall terminate on December 21, 1999. Thereafter, the term of this Agreement shall automatically renew for additional terms of one (1) year each, unless this Agreement is sooner terminated under Section 7 (b) or upon written notice given by either party to the other not less than ninety (90) days prior to the expiration of the initial or any other rights of termination under this paragraphsubsequent term. In addition, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, terminate automatically in the term event of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; ordeath of Employee. (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party Employer shall have the right to terminate this Agreement unilaterally by immediately upon giving written notice to Employee upon the occurrence of termination any of the following events: (i) Due to the other party if such other party fails physical or mental impairment, Employee is unable to satisfy its material obligations, which shall include but are not limited to, making required reports perform substantially all of his duties and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days services hereunder for failures to remit payment for amounts due under this Agreement and (b) any period of ninety (90) consecutive days or for all shorter periods aggregating more than one hundred twenty (120) days during any twelve (12) month period. (ii) Employee breaches the provisions of Section 4 or 5 of this Agreement. (iii) Employee breaches any material provision of this Agreement, other obligations than Section 4 or 5, and such breach is not remedied within fifteen (15) days after receipt of written notice from the non-breaching party specifying such failurethereof is given to employee by Employer. 10.3 NOBLE will (iv) Employee engages in willful misconduct that demonstrably adversely affects the operation reputation of Employer, or Employee willfully fail or refuses to perform substantially all of the duties provided for herein. (c) In the event of the termination of this agreement in accordance with the foregoing provisions, Employer shall upon such termination be released from all further obligations to Employee hereunder, except that it shall be liable to Employee (i) for such salary under Section 2(a) as shall have been due and unpaid prior thereto, (ii) for the performance of its obligations under Section 3(f) and, (iii) in addition, if this Agreement terminated due to Employee's death or disability, for such death or disability benefits as Employee may be entitled to receive hereunder. (d) Employee shall have the right to terminate this Agreement unilaterally with thirty (30) days’ immediately upon giving written notice to CERES, (a) if CERES seeks protection under Employer upon the occurrence of 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through following events: (i) Employer breaches any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination material provision of this Agreement for any reason will and such breach is not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, remedied within fifteen (15, 16, and 17 will survive any termination of this Agreement) days after written notice thereof is given to Employer by Employee. 10.7 Upon termination by CERES pursuant (ii) Employer, acting willfully and in bad faith, makes material and adverse changes to Paragraph 10.2, NOBLE will promptly deliver to CERES any Employee's working conditions and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control responsibilities for the purpose of collecting germplasm of the LICENSED VARIETIES other than seedinducing Employee to terminate his employment with Employer. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject 16.1 This Agreement shall commence on the Effective Date and shall continue in effect, subject to termination as hereinafter provided, until December 31, 2007 (the “Initial Term”). 16.2 Diversa and VRi agree that they will meet at least one hundred eighty (180) days prior to the end of the Initial Term or any other rights Additional Term to discuss, in good faith, a potential extension of this Agreement. 16.3 This Agreement is subject to termination under the following circumstance(s) and in the following manner(s): 16.3.1 Should a Party believe the other Party to be in material default of any material term of this paragraphAgreement, it shall give the defaulting Party specific, written notice of the default. If the defaulting Party fails to cure such default within sixty (60) days (or, in case of any failure to make payment when due, thirty (30) days) of its receipt of notice of default (or fails within such period to initiate efforts reasonably calculated promptly to lead to the cure thereof), the non-defaulting Party shall have the right and option immediately to terminate this Agreement effective immediately upon written notice to the defaulting Party. 16.3.2 Upon the bankruptcy, insolvency or dissolution of a Party, this Agreement shall have a term equal to:be subject to immediate termination by the other Party upon written notice. 16.3.3 At any time during the Additional Term (if the Agreement is renewed for an Additional Term in accordance with Section 16.2), Diversa may terminate this Agreement at its option and upon sixty (60) days’ prior written notice to VRi; provided however, that (a) on for each Approved Customer whose Minimum Sales Requirement has been achieved by VRi during the 4-calendar-quarter period prior to such notice of termination by Diversa, Diversa shall make a jurisdictionone-bytime payment to VRi equal to [...***...]% of VRi’s profit from sales of Diversa Enzymes made to such Approved Customers by VRi during the preceding 4-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or calendar-quarter period (“VRi Profit”) and (b) in those jurisdictions in which for each Approved Customer whose Minimum Sales Requirement has not been achieved by VRi during the LICENSED VARIETY is sold 4-calendar-quarter period prior to such notice of termination by Diversa, Diversa shall make a one-time payment to VRi equal to [...***...]% of the VRi Profit. VRi Profit shall be calculated as the revenue received from the applicable Approved Customers for sales of Diversa Enzymes minus all costs of VRi associated with or allocable to the Diversa Enzymes and support for the applicable Approved Customer, including, but no INTELLECTUAL PROPERTY RIGHTS are obtainednot limited to, fifteen cost of goods, sales, general and administration costs of the Diversa Enzymes. In the event of termination pursuant to this Section 16.3.3, the license granted to VRi pursuant to Section 2.1 shall be extended for six (156) years months from the date of such termination in order to allow VRi the first sale opportunity to sell any remaining inventory of a LICENSED VARIETY in such jurisdictionDiversa Enzymes or Reformulated Enzymes. 10.2 Each party shall have the right to 16.3.4 Diversa may 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 immediately upon written notice to cure such failure(s) within VRi, should VRi fail to purchase the minimum amount of Diversa Enzyme during the applicable time period, as specified in the Minimum Purchase Requirement (a) thirty (30) days for failures to remit payment for amounts due under set forth in Addendum C). 16.3.5 Diversa may terminate this Agreement and (b) Agreement, upon ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERESVRi, (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 should Diversa elect to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets discontinue entirely its activities for the LICENSED VARIETY change or do not develop as anticipated, so as to render Diversa Enzymes within the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESapplicable Field. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights 9.1 This Agreement shall come into effect on the first date written above and shall remain in force for the term of termination under this paragraph, this Agreement shall have a term equal toas set forth in Schedule 1 hereto (the “Term”) unless earlier terminated pursuant to this clause 9 or extended in writing signed by the Parties. 9.2 This Agreement may be terminated upon written notice at any time by Unilever: (a) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 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) upon thirty (30) days for failures written notice to remit payment for amounts due under this Agreement and University if the Scientist(s) are not appointed as envisaged in clause 2.3. (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with upon thirty (30) days’ days written notice to CERES, University if programme of work to be conducted pursuant to clause 2.6 fails to satisfy the prescribed standards. (c) upon sixty (60) days written notice to University if the Scientist(s) cease to work on the Project or the Supervisor ceases to supervise the Project and a mutually acceptable substitutes for the foregoing cannot be found within a period of four (4) months from the start of the vacancy. (d) upon sixty (60) days written notice to University that the Agreement is to terminate pursuant to this clause 9.2(d). (e) immediately where the Parties agree in writing that it is not reasonably possible to attain the next Milestone using the reasonable endeavours of the Parties and/or resources devoted thereto as anticipated under this Agreement. 9.3 This Agreement may be terminated immediately upon written notice by either Party if: (a) the other Party is in breach of any material obligation or undertaking hereunder and if CERES seeks protection under such breach has not been remedied within thirty (30) days of a notice given in writing by the aggrieved Party. (b) the other Party ceases or threatens to cease to carry on its business, be unable to pay its debts within the meaning of any bankruptcyrelevant Insolvency Act, insolvency, receivership, trust, deed, convenes a meeting of its creditors arrangement or comparable proceeding or if a proposal shall be made for any such proceeding composition, compromise, scheme or arrangement with (or assignment for the benefit of) its creditors or a receiver, or has a receiver appointed or the whole or any material part of its undertaking or assets, or has any order made, petition presented or resolution passed for it to be wound up (otherwise than in furtherance of a scheme for amalgamation or reconstruction details of which shall have been notified to the other Party). 9.4 Where notice to terminate is instituted against CERES given by Unilever pursuant to clause 9.2(c), (and not dismissed within one hundred twenty (120) daysd) or (e) or by University pursuant to clause 9.3, each of the Parties agrees that: (a) Unilever shall be liable only for amounts payable hereunder which have been properly committed by University in the course of the Project prior to termination. (b) in case University shall not incur after notice has been given any further costs save those which are unavoidable or necessary for the conduct of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business work to which be carried out during said notice period. 9.5 If this Agreement relates are acquired by is terminated pursuant to clause 9.2(e) only, Unilever shall make a third party (whether by sale, acquisition, merger, operation payment of law or otherwise))an amount commensurate with University’s efforts being not more than the amount payable for said next Milestone. Any further payments shall be at Unilever’s sole discretion. 10.4 CERES may after consultation with NOBLE terminate 9.6 Notwithstanding any other term hereof, the Parties agree that in no event shall Unilever’s payment obligations hereunder exceed that otherwise payable in clause 3 where this Agreement has been terminated under clause 9 and that Unilever shall have no liability whatsoever relating to any termination, cancellation and/or suspension of Project or this Agreement save as provided in clause 9.4 and clause 9.5. Any payments beyond that required by written notice if clause 9.4 and clause 9.5 shall be at Unilever’s sole discretion. 9.7 If this Agreement is terminated as provided herein, University shall promptly refund to Unilever all payments received hereunder which have not been properly and irreversibly committed by University at the date of termination. For any money paid but non-refundable under the previous sentence, the Parties shall in good faith agree on an alternative programme of work appropriate to 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 size of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESnon-refundable sum. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination 9.8 Expiry or 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties Parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES expiry 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: affect rights or obligations which expressly or by implication are intended to continue or to come into force on or after such expiry or termination (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of in particular the provisions of clauses 2.4, 3.4, 4 to 8 inclusive and this Agreementclause 9.8).

Term and Termination. 10.1 Subject to any other rights (a) The term of termination under this paragraph, this Agreement shall have a term equal to: (a) commence on a jurisdiction-by-jurisdiction basis, the date of this Agreement and continues for the term of twelve (12) months which shall automatically be extended for an additional twelve (12) months unless either Party gives 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving other Party 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) at least thirty (30) days for failures prior to remit payment for amounts due under the end of initial twelve (12) month term that the Party is terminating this Agreement and at the end of the initial term. (b) ninety This Agreement may be terminated by Consultant at any time, for any reason, upon giving thirty (9030) days written notice to the Client. (c) This Agreement may be terminated by either party at any time for all material breach upon giving thirty (30) days written notice to the other obligations after receipt party and that party’s failure to cure such identified material breach within such time. (d) Both Parties agree to act with commercially reasonable efforts to cure any such material breaches of this Agreement within fourteen (14) days of written notice from the non-breaching party specifying such failureof any material breach under this Agreement. 10.3 NOBLE will (e) Consultant and Client shall have the right and discretion to terminate this Agreement unilaterally with thirty should the other party: (30i) days’ written notice to CERESviolate any law, (a) if CERES seeks protection under ordinance, permit or regulation of any bankruptcygovernmental entity, insolvencyexcept for violations which either singularly or in the aggregate do not have or will not have a material adverse effect on the operations of the Client, 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 (bii) engage in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assetsactivities which may, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets terminating party, bring the reputation of the terminating party into disrepute. (f) This Agreement shall automatically terminate upon the dissolution, assignment for the LICENSED VARIETY change benefit of creditors, or do not develop as anticipated, so as to render the production, promotion and sale bankruptcy of the LICENSED VARIETY uneconomical Client or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESConsultant. 10.5 The parties may terminate this Agreement at (g) In the event of any time by mutual, written agreement. 10.6 Termination termination of this Agreement for the reasons set forth in Sections 8(b) through 8(f), all amounts owed to the Consultant for services rendered through the date of termination shall be fully earned and non-refundable, including the Contract Signing Fee and Contract Extension Fee, if applicable. For the avoidance of doubt, the Special Consulting Fees shall be fully earned upon the substantial performance of the Consultant’s duties for any reason will not relieve either party relevant quarter under Section 4(b). Further, termination of any obligation or liability accrued under this Agreement before termination or rescind shall not be valid if it serves to frustrate payment of Special Consulting Fees for any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive particular quarter. (h) In the event of any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties Consultant shall be affected by such termination, and all such sublicenses shall remain in effect according responsible to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of comply with the provisions of this AgreementSections 8 and 9, below.

Term and Termination. 10.1 12.1 Subject to any other rights of termination under this paragraphSection 15.1, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS remain 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, fifteen (15) years full force and effect from the date hereof and shall continue to and until the date on which the Buyer, acting reasonably, has determined that all planned and potential mining operations with respect to the Properties have been completed and performed, the mineral potential of the first sale Properties has been exhausted, and the owner and/or operator of the Properties has permanently ceased mining operations with respect thereto (the “Term”); provided, that if the Buyer elects not to enter into a senior secured credit facility substantially in accordance with the gold stream debt facility term sheet dated February 21, 2012 (the “Term Sheet”) with the Seller after the Seller has accepted such facility and has satisfied the conditions precedent thereto (which shall be as reflected in the Term Sheet, and which shall include the delivery of a LICENSED VARIETY in such jurisdictionsatisfactory title report with respect to the Properties) to the satisfaction of the Buyer, then this Agreement shall terminate. 10.2 12.2 For greater certainty, delays in placing the Properties into commercial production, placing the Properties on a care and maintenance status, the suspension of operations, in whole or in part, or other delays in production or periods of inactivity, for any period of time and from time to time, whether due to a Force Majeure Event, economic factors, delays or suspension of operations due to Applicable Law or actions of Governmental Authorities, or otherwise, shall not toll this Agreement, require the Buyer to determine that mining operations have ceased, or otherwise result in the termination of this Agreement, and the Term shall be extended by an equivalent number of days during which the Properties was on a care and maintenance status, suspension of operations, subject to a Force Majeure event or other suspension for whatever reason. Each party shall have the right to terminate this Agreement unilaterally right, 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) providing thirty (30) days for failures prior written notice to remit payment for amounts due under the other party, to terminate this Agreement if the other party commits a material breach of any of the terms and conditions of the Agreement and fails to rectify such breach within thirty (b) ninety (9030) days for all other obligations after following its receipt of written such notice of breach from the non-breaching party specifying party. Any such failure. 10.3 NOBLE will have the right termination shall be without prejudice 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 rights accrued 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued duties arising prior to termination hereoftermination. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights 3.01 The term of termination under this paragraph, this Agreement ("Term") shall have a term equal to: be twenty-five (a) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (1525) years from the Commencement Date; provided, however, that either party may terminate this Agreement upon eighteen (18) Months' prior written notice to the other party, and the effective date of termination by Solutia under this Section 3.01 may not be prior to the first sale fifth (5th) Anniversary of a LICENSED VARIETY in such jurisdictionthe Commencement Date. 10.2 Each 3.02 In addition, each party shall have the right to terminate this Agreement unilaterally by giving at any time "for cause" upon written notice of termination to the other party if such in the event of breach by the other party fails to satisfy its material obligationsof any of the representations, warranties, covenants, indemnities, terms or conditions of this Agreement 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 is either (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and not curable by the breaching party's admission, or (b) ninety if curable, is not cured within sixty (9060) days for all other obligations Working Days after receipt of such written notice from thereof has been provided to the breaching party. If in the reasonable judgment of the party claiming that the breach is not curable, the party claiming breach shall provide the other party ten (10) Working Days' written notice of such non-breaching curable breach with sufficient particularity as to the facts and issues so as to allow that party specifying such failurean opportunity to respond. 10.3 NOBLE will 3.03 In the event that Purchaser terminates this Agreement for any reason other than pursuant to Section 3.02 hereof, or Manufacturer terminates this Agreement pursuant to Section 3.02, Purchaser shall reimburse Manufacturer for (i) all costs associated with Manufacturer's employees made redundant by such termination pursuant to the terms of Manufacturer's employee severance policy applicable to such employees, including without limitation re-training, redeployment, separation and outplacements costs and expenses; (ii) Manufacturer's Residual Allocated Costs for up to eighteen (18) consecutive Months following the effective date of such termination; and (iii) at Purchaser's sole costs and expense, the Demolition to Grade of the P2S5 Unit, OR, at Purchaser's option, (x) Manufacturer shall transfer -- ownership of the P2S5 Assets and lease the Land to Purchaser pursuant to a mutually acceptable lease agreement, or (y) Purchaser shall relocate, at Purchaser's sole cost and expense, the P2S5 Assets and Demolish to Grade. The obligations of Purchaser set forth in clauses (i) through (iii) above shall be referred to hereinafter as "Purchaser's Exit Obligations". Purchaser's Exit Obligations shall not include any obligation to investigate, remediate or otherwise respond to the presence, release or threat of release of hazardous substances or hazardous waste except to the extent and only the extent of hazardous substances or waste generated or released and the proper disposal thereof as a result of Purchaser's decontamination and relocation of the P2S5 Assets and Demolition to Grade. If this Agreement is terminated by Purchaser or by Manufacturer as provided in this Section 3.03, Manufacturer shall use its reasonable best efforts to limit the duration and mitigate the cost of such termination, including the employee redundancy costs and continuing Residual Allocated Costs. 3.04 In the event that Manufacturer terminates this Agreement for any other reason than pursuant to Sections 3.02 and 3.07 hereof, or Purchaser terminates this Agreement pursuant to Section 3.02, at Purchaser's option, either (x) Manufacturer shall transfer ownership of the P2S5 Assets to Purchaser and lease the Land pursuant to a mutually acceptable lease agreement, with rent no greater than that necessary to cover Manufacturer's actual direct and indirect costs, consistent with Manufacturer's historical accounting practices at the Manufacturing Site, applicable to a lease of land within a facility with shared services for multiple tenants, or (y) Purchaser, at its sole cost and expense, shall relocate the P2S5 Assets and Demolish to Grade. Purchaser shall bear all costs and expenses of relocating the P2S5 Assets and Demolition to Grade; provided, however, Purchaser's obligation to bear such costs and expenses shall not include any obligation to investigate, remediate or otherwise respond to the presence, release or threat of release of hazardous substances or hazardous waste except to the extent and only the extent of hazardous substances or waste generated or released and the proper disposal thereof as a result of Purchaser's decontamination and relocation of the P2S5 Assets and Demolition to Grade. 3.05 Purchaser shall have the right to terminate this Agreement unilaterally with thirty for "hardship" upon twelve (3012) days’ Month's prior written notice to CERES, Manufacturer in the event that any one of the following conditions is satisfied: (a) with respect to the Fixed Costs that are reset by Solutia each year in the annual P2S5 Unit budget (the components of which are detailed in Schedule 4.01 ------------- hereto), the aggregate amount of such Fixed Costs reflected in the annual budget for the following Calendar Year exceeds the budget for the current Calendar Year by more than ten percent (10%) in the aggregate, provided, that if CERES seeks protection Purchaser terminates for hardship under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any this Section 3.05(a) it will be responsible for up to twenty percent (20%) of such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or increase in the then current Fixed Costs during the 12 month notice period; (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business with respect to which this Agreement relates the Fixed Costs that are acquired reset by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if Solutia each year in the commercially reasonable opinion annual P2S5 Unit budget, the aggregate amount 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are such Fixed Costs reflected in the field on annual budget increases by more than thirty-five percent (35%) in the termination dateaggregate in any five (5) consecutive year period during the Term hereof, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreementprovided, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties that in such case, Purchaser shall be affected responsible during such twelve (12) Month notice period for up to forty percent (40%) of such increase in Fixed Costs in such five (5) consecutive Calendar Year period measured from the commencement of such five (5) Calendar Year period; or (c) the aggregate direct and indirect capital expenditure plus project expense by such termination, and all such sublicenses shall remain Manufacturer exceed One Million Seven Hundred Twenty Five Thousand Dollars ($1,725,000.00) in effect according to their terms, pursuant to any Calendar Year or Four Million Six Hundred Thousand Dollars ($4,600,000.00) in any three (3) consecutive Calendar Year period during the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.Term

Term and Termination. 10.1 Subject 17.1 The Client has the right to terminate this Agreement at any time for convenience by giving at least ninety (90) days’ prior written notice to the Supplier, provided that the termination of the Agreement will not entitle the Client to any refunds (pursuant to Clause 17.3(f)). 17.2 Without affecting any other rights of termination under this paragraphright or remedy available to it, either party may terminate this Agreement shall have a term equal towith at least thirty (30) days’ prior written notice to the other party if: (a) the other party fails to pay any amount due under this Agreement on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS due date for payment and remains in the respective jurisdiction covering the LICENSED VARIETYdefault not less than fourteen (14) days after being notified in writing to make such payment; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party commits a material breach of any other term of this Agreement and (if such other party breach is remediable) 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) remedy that breach within (a) a period of thirty (30) days for failures after being notified in writing 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 failuredo so. 10.3 NOBLE 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 17.3 On termination 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination expiry 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not preventreason: (a) NOBLE from recovering all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Services and/or the Documentation, and the Supplier shall cease making the System available to the Client; (b) each party shall return and make no further use of any royalties due as equipment, property, Documentation, and other items (and all copies of them) belonging to the other party; (c) the Supplier shall, at the Client’s option: (a) return a complete copy of the Client Data to the Client in the format of the Supplier’s reasonable discretion; (b) securely dispose of all existing copies of the Client Data in its possession, custody, or control; and (c) certify in writing to the Client that it has complied with the requirements of this clause; (d) any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; (e) Clauses 11 (Proprietary Rights) and 12 (Confidentiality) shall continue in force even after the termination; (f) In no event shall the Client be entitled to any refunds; and (bg) either party from obtaining a remedy the Supplier shall not be liable for any breach damages (whether direct or arising under the grounds stated in Clause 16.4 (Limitation of the provisions of this AgreementLiability)), resulting from such suspension.

Term and Termination. 10.1 12.1 This Agreement will remain in effect from the Effective Date until the expiration of the last-to-expire patent included in the Subject IP licensed hereunder, unless terminated pursuant to this Section 12. 12.2 Either party may terminate this Agreement: (i) upon 30 days’ notice if for any other rights period of three consecutive years after 2010 during the term of this Agreement earned running royalties fall short of the minimum amounts agreed to pursuant to Section 8.4 with respect to each of such three years (regardless of whether such shortfall has been paid by Licensee as required by Section 8.4), provided Licensee still holds an exclusive license at that time. Notice of termination under this paragraphSection 12.2(i) must be given within 60 days after the end of any such consecutive three-year period of shortfall. No claim for a minimum royalty payment, this Agreement either in whole nor in part, shall have a term equal to:arise for the calendar year in which such termination becomes effective. (aii) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written upon notice of termination to the other party if such other party fails concludes, in its reasonable discretion, that the freedom to satisfy its material obligationsoperate studies for *** to be performed pursuant to Section 11.7 reveal a serious risk of future patent infringement from the commercialization of the Peptides that have passed the Toxicity Tests and, which shall include but are not limited toin consequence thereof, making required reports a Peptide portfolio consisting of a minimum of one Peptide from the First Application (*** to be considered as “one” Peptide) and making required payments, under this Agreement, and such party subsequently fails to cure such failure(sone Peptide from the Second Application (a “Minimum Peptide Portfolio”) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and can be reasonably marketed neither in ***; or (b) ninety can only be reasonably marketed in ***, but not in ***; or (90c) can only be reasonably marketed in *** but not in ***, due to such infringement risk. Notice of termination under this Section 12.2(ii) must be given within 60 (sixty) days for all other obligations after receipt each party’s disclosure of written the final results of the freedom to operate study to be performed by such party in accordance with Section 11.7. In case none of the Peptides that pass the Toxicity Tests can be reasonably marketed due to a risk of future patent infringement, Licensee may request from Licensor a refund of *** payments already made by Licensee to Licensor according to Section 8.1 upon termination. (iii) upon 30 days’ notice, if a party materially breaches a material provision of this Agreement (including without limitation any breach of Licensee’s obligation to pay running royalties in accordance with Section 8) unless the breach is cured within the notice period. *** Confidential treatment requested 12.3 In addition to the termination rights stipulated in Section 12.2, Licensee may immediately terminate this Agreement: (i) upon notice to Licensor given within 30 days after completion of the Toxicity Tests, but no later than October 31, 2007, if the results of toxicity testing (▇▇▇▇ tests) on following Peptides claimed in the First Application, namely ***, together with the results of the toxicity testing (▇▇▇▇ tests) already performed with respect to *** (together, the “Toxicity Tests”), are such that a Peptide portfolio consisting of at least two Peptides (*** to be considered as “one” Peptide) from the non-breaching party specifying First Application and at least one Peptide from the Second Application (a “Larger Peptide Portfolio”) ultimately has not passed the Toxicity Tests. Licensee shall be entitled to terminate the Agreement according to this Section 12.3(i), even if the Minimum Peptide Portfolio as defined 12.2(ii) has passed the Toxicity Tests. Furthermore, if a Larger Peptide Portfolio has not passed the Toxicity Tests, Licensee’s obligation to make *** payments according to Section 8.1 shall be reduced to ***% (*** percent) of the amounts specified in Section 8.1. If Licensee has already submitted such failure*** payments to Licensor by the time of giving notice, Licensee may request a refund of ***% (*** percent) of the *** payments already made. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30ii) days’ written upon notice to CERESLicensor given within 60 (sixty) days after each party’s disclosure of the final results of the freedom to operate study to be performed by such party in accordance with Section 11.7, if Licensee, in its reasonable discretion, concludes, based on the results of the freedom to operate studies that the Larger Peptide Portfolio (as defined in 12.3 (i)), having passed the Toxicity Tests, (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) can reasonably be marketed neither in ***; or (b) can only be reasonably marketed in case ***, but not in ***; or (c) can only be reasonably marketed in ***, but not in ***, due to an infringement risk. Licensee shall be entitled to terminate the Agreement according to this Section 12.3 (ii), even if, as a conclusion from the results of dissolution or winding up of CERES the freedom to operate studies, the Minimum Peptide Portfolio (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 as defined 12.2 (whether by sale, acquisition, merger, operation of law or otherwiseii)), having passed the Toxicity Tests, would be marketable in ***. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in 12.4 In the commercially reasonable opinion event 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant , all the rights and licenses granted Licensee under this Agreement and Licensee’s obligation under Section 6 shall terminate and Licensor’s obligations to Paragraph 10.2negotiate or provide goods, NOBLE will promptly deliver to CERES any and services, facilities, technology or information shall cease but all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination provisions of this Agreement will continue in accordance with their terms. Notwithstanding the foregoing, upon termination Licensee shall not affect be entitled to finish all Products and Combinations which are already under manufacture at the rights and obligations date of the parties accrued prior termination notice, and to termination hereofcontinue the sale of the Products/ Combinations for a period of not more than 9 (nine) months thereafter, unless Licensor has terminated this Agreement according to Section 12.2 (iii). Licensee’s obligations to make royalty payments pursuant to Section 8 and Licensor’s right to verify the royalty payments as set out in Section 8.8 shall remain unaffected. 10.9 Upon 12.5 Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other arising from or incident to any termination of this Agreement, no existing SUBLICENSES granted by CERES Agreement (or AFFILIATED COMPANIES to third parties shall be affected any part thereof) by such terminationparty which complies with the terms of the Agreement whether or not such party is aware of any such damage, and all such sublicenses shall remain in effect according to their terms, pursuant to loss or expenses. *** Confidential treatment requested 12.6 Termination is not the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to sole remedy under this Agreement and such SUBLICENSESand, whether or not termination is effected, all other remedies will remain available. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject to any other rights (a) The initial term of termination under this paragraph, this Agreement shall have be for five (5) years (“Initial Term”) starting from the Effective Date and shall automatically renew for successive one (1) year terms (each, a term equal to: (a) on a jurisdiction-by-jurisdiction basis“Renewal Term;” together with the Initial Term, the term “Term.”) unless either party sends the other written notification of its desire to terminate this Agreement at least sixty (60) days in advance of the INTELLECTUAL PROPERTY RIGHTS in expiration of the respective jurisdiction covering the LICENSED VARIETY; orthen-current Initial Term or Renewal Term. (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to Licensor may 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 effective immediately upon any of the following: (i) Licensee fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts pay any amount when 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. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with is not cured within thirty (30) days’ ; (ii) any warranty, representation, certification, or other statement made by or on behalf of Licensee and contained in this Agreement or in any other document furnished in compliance with or in reference to this Agreement is intentionally made incorrect, false, misleading, or untrue without Licensor’s prior written notice consent; (iii) Licensee has any Licensee Business Permit revoked, or suspended and such suspension is not cured within sixty (60) days,; (iv) Licensed Products fail industry testing or Quality Standards on three (3) or more occasions in any twelve (12) month period, and Licensee is not able to CEREScure, convert or mitigate the failure of testing or use the Licensed Products for another purpose under this Agreement (for example, an “Alternative Use Product” as defined in Exhibit B) after a reasonable time; (v) Licensee is or becomes Insolvent (as defined below); (vi) Licensee commits a breach of Section 1 of this Agreement and fails to correct such breach within thirty (30) days, (avii) if CERES seeks protection under Licensee commits a breach of any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any provision of this Agreement not otherwise listed in this section and fails to correct such proceeding is instituted against CERES breach within thirty (and not dismissed within one hundred twenty (12030) days; (viii) Licensee fails to meet sales goals by more than ten percent (10%) on three (3) or more occasions during any one calendar year under the term; (bviii) in case there is an Event of dissolution Default and Licensee fails to cure such Event of Default within thirty (30) days; (ix) there is a Change of Control of Licensee or winding up Licensor; or (x) Licensee commits three (3) or more material breaches of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by in a third party twelve (whether by sale12) month period, acquisitionregardless of cure. Notwithstanding the above, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do Licensor will not develop as anticipated, so as be entitled to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination point prior to the expiration of the Initial Term except pursuant to any of clauses (i) through (x) 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this AgreementSection 13(b). 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject 16.1 This AGREEMENT shall commence on the EFFECTIVE DATE and, unless terminated earlier pursuant to this Article, this AGREEMENT shall be for the life of the last-to expire patent(s) (Exhibit E) that pertain to the MPI PRODUCTS selected by SINGULEX pursuant to paragraph 3.2. Upon expiration or earlier termination of this AGREEMENT, all rights of SINGULEX to (i) use IIPH LICENSE RIGHTS, (ii) use any MPI PRODUCT selected and supplied hereunder, (iii) sell or otherwise transfer such selected MPI PRODUCTS incorporated in SINGULEX KITS, to any AFFILIATE or THIRD PARTY, (iv) use such selected MPI PRODUCTS incorporated in SINGULEX CONJUGATES or SINGULEX KITS in SINGULEX SERVICES, and (v) select additional MPI PRODUCTS, shall likewise expire or terminate. 16.2 SINGULEX may terminate this AGREEMENT by providing 30 days written notice in accordance with paragraph 17.1 at any time after SINGULEX [***]. 16.3 In the event that no purchases of an MPI PRODUCT are made for a consecutive 12-month period, IIPH or MPI may, at their election, terminate this AGREEMENT with respect to such MPI PRODUCT upon 60 days prior written notification to SINGULEX according to paragraph 17.1 (notice requirements). 16.4 If either SINGULEX on the one hand, or IIPH or MPI on the other rights hand, breaches any material condition of this AGREEMENT, the aggrieved Party may give written notice of the alleged breach to the other Party. A failure on the part of an AFFILIATE of a Party to comply with the terms of this AGREEMENT shall constitute a breach of this AGREEMENT by such Party. After such notification, if such breach is not remedied or resolved during the dispute resolution period as set forth in Article 18 (dispute [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. resolution), the aggrieved Party may, at its election, terminate this AGREEMENT immediately upon written notice. 16.5 If SINGULEX enters into liquidation (excepting liquidation of a solvent company for organizational purposes) or makes an assignment for the benefit of creditors, or if proceedings for voluntary bankruptcy are instituted on behalf of SINGULEX, or if SINGULEX is declared bankrupt or insolvent, either MPI or IIPH may, at its election, terminate this AGREEMENT immediately by giving written notice of termination to SINGULEX, subject to restrictions on termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionapplicable bankruptcy laws. 10.2 Each party 16.6 Except where the assignment or transfer of this AGREEMENT is authorized in accordance with paragraph 19.2 (assignment), IIPH or MPI may, at their election, terminate this AGREEMENT on SINGULEX’s assignment or transfer of this AGREEMENT to a THIRD PARTY. 16.7 IIPH or MPI shall have the right to terminate this Agreement unilaterally AGREEMENT, on a country-by-country basis, if SINGULEX, after the EFFECTIVE DATE, institutes a suit, nullity action, opposition to grant, or other legal action in that country, seeking to invalidate the claims of a patent or patent application included in IIPH LICENSE RIGHTS, or if SINGULEX actively participates (other than by giving written notice legal compulsion) in any 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 failureforegoing. 10.3 NOBLE 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 16.8 Expiration 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement AGREEMENT for any reason will shall not relieve either party release any Party hereto from any liability which, at the time of such expiration or termination, has already accrued to the benefit of the other Party or which is attributable to a period prior to such expiration or termination nor preclude any obligation Party from pursuing any rights and remedies it may have hereunder or liability accrued under at law or in equity with respect to any breach of this Agreement before termination or rescind any payments made or due before terminationAGREEMENT. Paragraphs 8In particular, 10SINGULEX’s payment obligations set forth in Exhibit F (fees and royalties), 11, 13, 14, 15, 16, and 17 will shall survive any termination of this Agreement. 10.7 Upon termination AGREEMENT by CERES IIPH or MPI pursuant to Paragraph 10.2paragraphs 16.3 through 16.7 (grounds for termination), NOBLE will promptly deliver with respect to CERES any and all BREEDER SEED in its possession and promptly upon harvestingSINGULEX CONJUGATES, any of the aforementioned seed from plants which are in the field on SINGULEX KITS, or SINGULEX SERVICES manufactured or sold prior to the termination date. However, and NOBLE will grant CERES access to facilities and fields under its control for the purpose avoidance of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall doubt, SINGULEX’s Minimum Annual Royalty obligation for a given YEAR will not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon survive any termination of this AgreementAGREEMENT for the remaining months in such YEAR, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such any YEAR after termination, where the termination is (i) for cause by SINGULEX under paragraph 16.4 above and (ii) as expressly set forth in paragraph 15.4 above. 16.9 Upon any expiration or termination of the AGREEMENT, each Party shall promptly return to the providing Party, at its request, all CONFIDENTIAL INFORMATION of the providing Party, or verification by an authorized signatory of the receiving Party that all such sublicenses shall remain CONFIDENTIAL INFORMATION was destroyed. However, one copy may be retained in effect according to their terms, pursuant to the election receiving Party’s legal files for purposes of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESrecord keeping. 10.10 Termination 16.10 Articles 12 (confidentiality), 13 (warranties), 14 (limitation of liabilities), 15 (indemnification), and 18 (dispute resolution), and paragraphs 11.6 (records), 16.8 (accrued liability), 16.9 (copy of CONFIDENTIAL INFORMATION), and this paragraph shall survive the expiration or termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy AGREEMENT for any breach of the provisions of this Agreementreasons.

Term and Termination. 10.1 Subject to any other rights (a) The initial term of termination under this paragraph, this Agreement shall have a will be as set forth in Schedule A (the “Initial Term”) and thereafter will automatically renew for subsequent one year periods unless either party notifies the other party in writing at least 90 days prior to the expiration of the then-current term equal tothat it does not wish to renew the Agreement. (b) Either party may terminate this Agreement: (ai) on a jurisdiction-by-jurisdiction basis, the term by delivering 90 days’ written notice upon material breach of any of the INTELLECTUAL PROPERTY RIGHTS in terms of this Agreement by the respective other party and the failure of such other party to remedy the same within such 90-day period; (ii) immediately upon providing written notice if the other party has passed a resolution for its winding up, a court of competent jurisdiction covering has made an order for such other party’s winding up or dissolution, a receiver has been appointed over the LICENSED VARIETYassets of such other party, such other party has made an arrangement or composition with its creditors generally or has made an application to a court of competent jurisdiction for protection from its creditors generally, or the other party is generally unable to meet its obligations as they become due; or (biii) in those jurisdictions in which for convenience at any time after the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionInitial Term by delivering 120 days’ written notice. 10.2 Each party shall have the right (c) Without prejudice to terminate this Agreement unilaterally by giving written notice of termination to the its 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, remedies under this Agreement, and such party subsequently fails notwithstanding any provision in this Section 4 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. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CEREScontrary, (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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties Vsource may terminate this Agreement at or the provision of any time by mutualServices hereunder immediately, if Vsource has given the Client 10 days written agreementnotice that all or any part of Fees, expenses or Taxes payable in accordance with Section 2 were not paid when due (except if payment was not made because of Vsource’s breach of its obligations under this Agreement). 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 (d) Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES the Client shall promptly pay Vsource all accrued Fees and expenses incurred up through the effective date of termination. (e) The provisions of Sections 2 (with respect to third parties accrued Fees, expenses and Taxes), 4(d), 5, 6, 7, 9(b), 13, 14, 18 and 19 shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election survive any termination of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESshall continue in full force and effect. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject 13.1 The term (the “Term”) of this Agreement starts on the date of this Agreement and continues for an initial term of five years. The Term will be automatically renewed for further periods of 5 years unless one of the parties hereunder, within sixty (60) days of the expiration of the Term or any subsequent period, provides notice to the other of the termination of the Agreement at the end of such term, with such notice including a description of a commercial deficiency (which may not be a breach and is in the sole discretion of the notifying party) in the performance of the Licence that forms the basis of such termination of the term. 13.2 Notwithstanding the provisions of subsection 13.1 above and without prejudice to any other rights right and remedy that one party may have against the other party for breach or non- performance of termination under this paragraphAgreement, this Agreement shall have a term equal tomay be terminated: (a) on a jurisdiction-by-jurisdiction basis, by either party upon thirty (30) days written notice if the term other party shall materially violate any of the INTELLECTUAL PROPERTY RIGHTS in provisions or conditions of this Agreement and shall fail to discontinue or remedy such violation within the respective jurisdiction covering the LICENSED VARIETYsaid period of thirty (30) days; or (b) by either party immediately if the other party shall become insolvent or unable to pay its debts as they mature, shall institute a bankruptcy or insolvency proceeding or have such a proceeding instituted against it which is not dismissed within thirty (30) days, shall make an assignment for the benefit of creditors, or shall commence dissolution or liquidation proceedings; (c) if Sonic becomes insolvent or unable to pay its debts as they come due, or institutes a bankruptcy or insolvency proceeding or has such a proceeding instituted against it which is not dismissed within 30 days, makes an assignment for the benefit of creditors, or commences dissolution or liquidation proceedings, then Quantum may elect to continue the terms and conditions of this Agreement or Quantum / Sonic Licence Agreement (2007) Private and Confidential - Not for Distribution Sonic Quantum (d) by Sonic, upon the completion by Sonic of the purchase of the Purchased System pursuant to the exercise of its rights under Section 13 of the Purchase Agreement, provided that Sonic has included in those jurisdictions the notice of purchase contemplated under Section 13 of the Purchase Agreement a further notice to Quantum that it is concurrently terminating the Licence Agreement with the purchase of the Purchased System. 13.3 For greater certainty, Quantum’s failure to pay the Minimum Annual Royalty is not a material violation of this Agreement giving Sonic the right to terminate. Sonic’s only remedy if Quantum does not pay the Minimum Annual Royalty is to make the Licence non-exclusive as set out in Section 4.6 13.4 Expiration or termination for any reason of this Agreement shall not in any case operate to relieve either of the parties from its responsibility to fulfill any obligations under the provisions of this Agreement which shall have accrued to such party prior to the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedtime of such expiration or termination including the obligation to pay fees and royalties. 13.5 Upon expiry of this Agreement, fifteen (15) Quantum may continue non-exclusive use of existing Sonic Treatment Systems for five years from the date of termination as long as the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 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. 10.3 NOBLE 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination terms of this Agreement are complied with including payment of Royalties, provided that Quantum will have no entitlement to sub-licence the Licensed Property or to use Licensed Property for any reason will not relieve either party of other purpose or with any obligation other facilities or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination assets other than the Sonic Treatment Systems owned by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field Quantum on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose date of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 Subject 16.1 This AGREEMENT shall commence on the EFFECTIVE DATE and, unless terminated earlier pursuant to this Article, this AGREEMENT shall be for the life of the last-to expire patent(s) (Exhibit E) that pertain to the MPI PRODUCTS selected by SINGULEX pursuant to paragraph 3.2. Upon expiration or earlier termination of this AGREEMENT, all rights of SINGULEX to (i) use IIPH LICENSE RIGHTS, (ii) use any MPI PRODUCT selected and supplied hereunder, (iii) sell or otherwise transfer such selected MPI PRODUCTS incorporated in SINGULEX KITS, to any AFFILIATE or THIRD PARTY, (iv) use such selected MPI PRODUCTS incorporated in SINGULEX CONJUGATES or SINGULEX KITS in SINGULEX SERVICES, and (v) select additional MPI PRODUCTS, shall likewise expire or terminate. 16.2 SINGULEX may terminate this AGREEMENT by providing 30 days written notice in accordance with paragraph 17.1 at any time after SINGULEX (i) has paid at least $112,000 in earned royalties to IIPH or (ii) SINGULEX has paid to IIPH the balance due on its Minimum Annual Royalties due hereunder through December 31, 2009, regardless of whether such royalties have yet accrued. 16.3 In the event that no purchases of an MPI PRODUCT are made for a consecutive 12-month period, IIPH or MPI may, at their election, terminate this AGREEMENT with respect to such MPI PRODUCT upon 60 days prior written notification to SINGULEX according to paragraph 17.1 (notice requirements). 16.4 If either SINGULEX on the one hand, or IIPH or MPI on the other rights hand, breaches any material condition of this AGREEMENT, the aggrieved Party may give written notice of the alleged breach to the other Party. A failure on the part of an AFFILIATE of a Party to comply with the terms of this AGREEMENT shall constitute a breach of this AGREEMENT by such Party. After such notification, if such breach is not remedied or resolved during the dispute resolution period as set forth in Article 18 (dispute resolution), the aggrieved Party may, at its election, terminate this AGREEMENT immediately upon written notice. 16.5 If SINGULEX enters into liquidation (excepting liquidation of a solvent company for organizational purposes) or makes an assignment for the benefit of creditors, or if proceedings for voluntary bankruptcy are instituted on behalf of SINGULEX, or if SINGULEX is declared bankrupt or insolvent, either MPI or IIPH may, at its election, terminate this AGREEMENT immediately by giving written notice of termination to SINGULEX, subject to restrictions on termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term 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, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionapplicable bankruptcy laws. 10.2 Each party 16.6 Except where the assignment or transfer of this AGREEMENT is authorized in accordance with paragraph 19.2 (assignment), IIPH or MPI may, at their election, terminate this AGREEMENT on SINGULEX’s assignment or transfer of this AGREEMENT to a THIRD PARTY. 16.7 IIPH or MPI shall have the right to terminate this Agreement unilaterally AGREEMENT, on a country-by-country basis, if SINGULEX, after the EFFECTIVE DATE, institutes a suit, nullity action, opposition to grant, or other legal action in that country, seeking to invalidate the claims of a patent or patent application included in IIPH LICENSE RIGHTS, or if SINGULEX actively participates (other than by giving written notice legal compulsion) in any 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 failureforegoing. 10.3 NOBLE 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 16.8 Expiration 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)). 10.4 CERES may after consultation with NOBLE 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 SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement AGREEMENT for any reason will shall not relieve either party release any Party hereto from any liability which, at the time of such expiration or termination, has already accrued to the benefit of the other Party or which is attributable to a period prior to such expiration or termination nor preclude any obligation Party from pursuing any rights and remedies it may have hereunder or liability accrued under at law or in equity with respect to any breach of this Agreement before termination or rescind any payments made or due before terminationAGREEMENT. Paragraphs 8In particular, 10SINGULEX’s payment obligations set forth in Exhibit F (fees and royalties), 11, 13, 14, 15, 16, and 17 will shall survive any termination of this Agreement. 10.7 Upon termination AGREEMENT by CERES IIPH or MPI pursuant to Paragraph 10.2paragraphs 16.3 through 16.7 (grounds for termination), NOBLE will promptly deliver with respect to CERES any and all BREEDER SEED in its possession and promptly upon harvestingSINGULEX CONJUGATES, any of the aforementioned seed from plants which are in the field on SINGULEX KITS, or SINGULEX SERVICES manufactured or sold prior to the termination date. However, and NOBLE will grant CERES access to facilities and fields under its control for the purpose avoidance of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall doubt, SINGULEX’s Minimum Annual Royalty obligation for a given YEAR will not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon survive any termination of this AgreementAGREEMENT for the remaining months in such YEAR, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such any YEAR after termination, where the termination is (i) for cause by SINGULEX under paragraph 16.4 above and (ii) as expressly set forth in paragraph 15.4 above. 16.9 Upon any expiration or termination of the AGREEMENT, each Party shall promptly return to the providing Party, at its request, all CONFIDENTIAL INFORMATION of the providing Party, or verification by an authorized signatory of the receiving Party that all such sublicenses shall remain CONFIDENTIAL INFORMATION was destroyed. However, one copy may be retained in effect according to their terms, pursuant to the election receiving Party’s legal files for purposes of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESrecord keeping. 10.10 Termination 16.10 Articles 12 (confidentiality), 13 (warranties), 14 (limitation of liabilities), 15 (indemnification), and 18 (dispute resolution), and paragraphs 11.6 (records), 16.8 (accrued liability), 16.9 (copy of CONFIDENTIAL INFORMATION), and this paragraph shall survive the expiration or termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy AGREEMENT for any breach of the provisions of this Agreementreasons.

Term and Termination. 10.1 Subject to any other rights The term of termination under this paragraph, this Agreement shall have a term equal to: will commence on the Effective Date and will terminate upon the anniversary of such date in the next calendar year (the “Term”). This Agreement may be extended for an additional period by mutual written agreement. This Agreement may be terminated by either Party hereto: (a) on a jurisdiction-by-jurisdiction basiswith Cause (as defined below), the term 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, upon fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving days prior 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(sParty; or (b) within (a) without cause upon thirty (30) days for failures prior written notice to remit payment for amounts due under the other Party. For purposes of this Section 3, “Cause” shall include: i) a breach of the terms of this Agreement and which is not cured within sixty (b) ninety (9060) days for all other obligations after receipt of written notice from of such default or ii) the non-breaching party specifying such failure. 10.3 NOBLE will have commission of any act of fraud, embezzlement or deliberate disregard of a rule or policy of the right Company; iii) Consultant’s failure to terminate this Agreement unilaterally with thirty perform Executive’s duties (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 other than any such proceeding is instituted against CERES failure resulting from incapacity due to physical or mental illness); iv) Consultant’s failure to comply with any valid and legal directive of the Company; v) Consultant’s engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the Company or its affiliates; vi) Consultant’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company; vii) Consultant’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (and not dismissed within one hundred twenty (120) daysor state law equivalent) or (b) in case of dissolution a crime that constitutes a misdemeanor involving moral turpitude, if such felony or winding up of CERES (excluding any situation where all or substantially all of CERES’ assetsother crime is work-related, stock or business materially impairs the Consultant’s ability to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets perform services for the LICENSED VARIETY change Company, or do not develop as anticipated, so as results in material/reputational or financial harm to render the production, promotion and sale Company or its affiliates; viii) Consultant’s material violation of the LICENSED VARIETY uneconomical Company’s written policies or impractical codes of conduct, including written policies related to discrimination, harassment, performance of illegal or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16unethical activities, and 17 will survive any termination ethical misconduct: ix) the consultant’s willful unauthorized disclosure of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: Confidential Information (a) NOBLE 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.defined below);

Term and Termination. 10.1 Subject (a) With respect to any other rights of termination under this paragrapheach Index, this Agreement shall have a term equal to: commence on the Effective Date or the Amendment Effective Date, as the case may be, and remain in effect until August 1, 2014 (a“Initial Period”), unless earlier terminated by either USCF or SHIM in accordance with this Article 3. After the Initial Period, this Agreement shall continue for successive three-year periods (“Successive Three-Year Period”) on a jurisdiction-by-jurisdiction basis, the term unless terminated by either such party as of the INTELLECTUAL PROPERTY RIGHTS end of the each Successive Three-Year Period by providing at least one hundred eighty (180) days written notice of such termination prior to the end of the Initial Period or Successive Three-Year Period, except as otherwise provided in this Article 3. Upon termination of this Agreement USCF shall cease to use the respective jurisdiction covering Indices and the LICENSED VARIETY; orService Marks. (b) If a party (the “Breaching Party”) is in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date material breach of the first sale any terms of a LICENSED VARIETY in such jurisdiction. 10.2 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) either USCF or SHIM, as the case may be, may so notify the Breaching Party in writing, specifying the nature of the breach in reasonable detail. The Breaching Party shall have thirty (30) calendar days for failures from delivery of that notice to remit payment for amounts due under this Agreement and (b) ninety (90) days for all correct the breach; provided that, if the breach is not cured within the identified time period, the other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to may terminate this Agreement unilaterally with at any time after the thirty (30) days’ written notice to CERES, the Breaching Party with another thirty (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 (12030) days’ written notice. Either USCF or SHIM may terminate this Agreement upon thirty (30) days’ written notice to such other party if SHIM or (b) USCF, as the case may be, is dissolved or its existence is terminated; becomes insolvent or bankrupt or admits in case writing its inability to pay its debts as they mature, or makes an assignment for the benefit of dissolution creditors; has a custodian, trustee, or winding up of CERES (excluding any situation where receiver appointed for it, or for all or substantially all of CERES’ assetsits property; has bankruptcy, stock reorganization, insolvency or business to which this Agreement relates are acquired liquidation proceedings or other proceedings for relief under any bankruptcy or similar law for the relief of debtors, instituted by a third or against it, and, if instituted against it, any of the foregoing is allowed or consented by the other party or is not dismissed within sixty (whether by sale, acquisition, merger, operation of law or otherwise))60) days after such institution. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if (c) SHIM shall have the right, in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipatedits discretion, 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 SWITCHGRASS; provided howevercalculation and publication of any Index and/or discontinue licensing any Index to USCF. In the event that any Index is no longer available to USCF, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties SHIM may terminate this Agreement as to one or more Funds using such Index, provided SHIM does not intend to calculate and publish a replacement or substitute index. SHIM shall give USCF at any time by mutualleast one hundred and eighty (180) days’ written notice prior to such discontinuance, written agreement. 10.6 Termination which notice shall specify whether a replacement or substitute index will be available to USCF. USCF shall have the option hereunder to use the replacement index under the terms of this Agreement for any reason will not relieve either party by notifying SHIM within ninety (90) days of receiving written notice from SHIM regarding the replacement index, on the same terms and conditions (including payment of fees as set forth in Article 2 of the Licensing Agreement) as USCF or the Fund previously used the discontinued Index. (d) USCF may terminate this Agreement with respect to an Index immediately upon written notice to SHIM if: (i) USCF is informed of the final adoption of any obligation legislation or liability accrued under regulation that materially impairs USCF’s ability to market, promote, or issue, redeem or list on an exchange, shares of the Fund based on such Index; (ii) Any material litigation or regulatory proceeding regarding a Fund based on such Index is commenced which requires such Fund to cease existence, and no successor Fund is commenced with similar investment objectives; (iii) USCF elects to terminate the public offering or other distribution of the Fund based on such Index; or (iv) The Advisory Agreement is terminated by USCF pursuant to Section 3 thereof. (e) USCF may terminate this Agreement before termination upon one hundred and eighty (180) days’ prior written notice to SHIM, with such notice to be given within thirty (30) days after the expiration of a ninety (90) day period which begins immediately upon receipt of written notice by USCF of the occurrence of either (i) or rescind any payments made (ii) below : (i) If during the first two year period after commencement of trading of a Fund based on such Index, K. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ceases to serve as a partner or due before termination. Paragraphs 8senior advisor to SHIM, 10USCF may terminate this Agreement in accordance with this Section 3(e) as it relates to such Fund; or (ii) Upon a Change of Control of SHIM; provided, 11however, 13, 14, 15, 16, and 17 will survive any termination of that if USCF does not so give notice to terminate this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect automatically extend for three (3) years from the rights and obligations date of such Change of Control. (f) SHIM may terminate this Agreement immediately upon written notice to USCF if: (i) SHIM is informed of the parties accrued prior final adoption of any legislation or regulation that materially impairs SHIM’s ability to termination hereoflicense or provide the Index under this Agreement; or (ii) Any material litigation or regulatory proceeding regarding the Fund is commenced. 10.9 (g) SHIM may terminate this Agreement (in the event of (i) below, only with respect to a particular Index) upon one hundred and eighty (180) days’ prior written notice to USCF, with such notice to be given within thirty (30) days after the expiration of a ninety (90) day period which begins immediately upon receipt of written notice by SHIM of the occurrence of either (i) or (ii) below: (i) If during the first two year period after commencement of trading of a Fund based on such Index, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇ ceases to serve as a senior advisor or officer to USCF, SHIM may terminate this Agreement in accordance with this Section 3(g) as it relates to such Fund; or (ii) Upon termination a Change of Control of USCF; provided, however, that if SHIM does not so give notice to terminate 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: automatically extend for three (a3) NOBLE years from recovering any royalties due as the date of termination; and (b) either party from obtaining a remedy for any breach such Change of the provisions of this AgreementControl.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph9.1 Unless sooner terminated in accordance with Section 9.4 below, this Agreement shall have a become effective upon execution and shall continue for an initial term equal to: (a) on a jurisdiction-by-jurisdiction basiswith respect to any country in the Territory for so long as any Licensed Patent covering the Licensed Products sold by Licensee is in force in such country, or, if no such Licensed Patent is then in force with respect to any such country, the initial term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or this Agreement shall expire seven (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (157) years from the date Commencement of Sale of the first sale of a LICENSED VARIETY Licensed Products in such jurisdictioncountry. 10.2 Each 9.2 Following the expiration of the initial term of this Agreement as set forth in Section 9.1 with respect to any country in the Territory, this Agreement shall remain in full force and effect with respect to such country for an additional term of five (5) years; provided, however, that during such term, Licensee's royalties shall be reduced to * * * * of Net Sales (allocable to the Know-how and Trademark Licenses hereunder) in such country and no Minimum Royalty shall be payable with respect to such country during such additional term. 9.3 Upon the expiration of the additional five (5) year term set forth in Section 9.2 with respect to any country, unless this Agreement has been first terminated, Licensee shall thereafter have a fully-paid, perpetual, sole and exclusive license (even as to Zila) to use the Know-how in connection with the manufacture, sale or use of the Licensed Products in such country. 9.4 If either party shall at any time breach this Agreement, the other party may, at its option, terminate this Agreement by giving the breaching party thirty (30) days' written notice of its intention to do so, which notice shall specify the breach; provided, however, that if the breaching party shall remedy such breach during such thirty (30) day period, then any such notice of termination shall be null and void. In addition, either party may, at its option, terminate this Agreement without advance notice in the event of the institution of legal proceedings against the other party in bankruptcy or insolvency (if such legal proceedings remain pending for 90 days), or upon an assignment for the benefit of creditors. 9.5 Licensee shall have the right to terminate this Agreement unilaterally as follows: 9.5.1 At any time prior to approval of the Paper NDA by giving written notice of termination to the other party if such other party fails to satisfy its material obligationsFDA, 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 Licensee may terminate this Agreement and (b) upon ninety (90) days for all other obligations after receipt days' notice to Zila and payment of written notice from the non-breaching party specifying maximum amount payable prior to such failureFDA approval under Sections 5.1 and 5.2 hereof. 10.3 NOBLE will have 9.5.2 At any time within sixty (60) days of FDA approval of the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERESPaper NDA, (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)). 10.4 CERES Licensee may after consultation with NOBLE terminate this Agreement by written notice to Zila and without making any payments due thereafter other than as provided in Section 9.5.1, if in the commercially reasonable opinion of CERES the markets claims permitted to be made for the LICENSED VARIETY change or do not develop Licensed Products in accordance with such FDA approval are insufficient to provide Licensee with reasonable assurance that it can successfully market the Licensed Products. 9.5.3 In addition to termination as anticipatedotherwise expressly provided in this Section 9, so as to render the production, promotion and sale at any time after sixty (60) days from FDA approval of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided howeverPaper NDA, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties Licensee may terminate this Agreement at in any country upon ninety (90) days' notice to Zila, but only by paying to Zila an amount equal to one time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating Minimum Royalties per Year then payable with respect to such SUBLICENSES pursuant to this Agreement and such SUBLICENSEScountry. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.

Term and Termination. 10.1 9.1 Subject to Section 3 hereof, Customer agrees to retain Consultant for a period commencing on August 4, 2008 and extending until August 3, 2011. 9.2 In the event of any merger, consolidation, sale of assets or other rights similar transaction or series of termination under this paragraphtransactions involving Customer (a “change of control”), this Agreement shall have other than any such transaction or transactions following which Customer or its stockholders continue to own a term equal to: (a) on a jurisdiction-by-jurisdiction basismajority of the combined voting power of the outstanding securities of the corporation or other entity surviving or succeeding to the business of Customer, the term “Customer” acknowledges that the “Consultant” has completely fulfilled its obligations under the agreement and the “Customer” agrees to pay the “Consultant” all fees that are payable for the entire agreement per paragraph 3. In addition, “Consultant” shall be provided the full amount of the INTELLECTUAL PROPERTY RIGHTS in shares due per the respective jurisdiction covering agreement and vesting of all remaining unvested options will be accelerated and said vested options may be sold by the LICENSED VARIETY; or (b) in those jurisdictions in which “Consultant” at the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date value contemplated as part of the first sale change of a LICENSED VARIETY in such jurisdictioncontrol. 10.2 Each party 9.3 Either Party shall have the right to terminate this Agreement unilaterally in the event of a breach of a material provision of this Agreement by giving written notice of termination to the other party if such other party fails to satisfy its material obligationsParty, which shall include but are not limited to, making required reports upon one day written notification and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) 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 day “Cure Period”. In the event of written notice from a material breach by “Customer” that is not remedied within the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice day “Cure Period” then “Customer” agrees 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 pay the “Consultant” within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where fifteen days all or substantially all of CERES’ assets, fees including stock or business to which this Agreement relates that are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets payable for the LICENSED VARIETY change or do not develop as anticipatedentire agreement per paragraph 3. In addition, so as to render “Consultant” shall be provided the production, promotion and sale full amount of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially shares due per the agreement and vesting of all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing remaining unvested options will be accelerated and sales said vested options may be sold by the “Consultant” at the value contemplated as part of the LICENSED VARIETYchange of control and, whether directly or through any SUBLICENSEESsales transaction should such transaction occur. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 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. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 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. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE 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.