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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 18.1 This Agreement shall commence on the Effective Date and continue in force, except as provided by Clause 18.3, unless and until terminated in accordance with the provisions of Clause 18.2. 18.2 Without prejudice to any other rights of termination under this paragraphright or remedy which may be available to it, either party shall be entitled summarily to terminate this Agreement shall have a term equal to:by giving written notice to the other. (ai) on if the other party has committed a jurisdiction-by-jurisdiction basis, the term material breach of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETYany of its obligations hereunder which is not capable of remedy; 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 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 if the other party if such other party fails to satisfy has committed a material breach of any of its material obligations, obligations hereunder which shall include is capable of remedy but are which has not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) been remedied 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 following receipt of written notice from to do so; or (iii) makes any voluntary arrangement with its creditors for the nonsettlement of its debts or becomes subject to an administration order; or (iv) has an order made against it. or passes a resolution, for its winding-breaching party specifying such failure. 10.3 NOBLE will have up (except for 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 purposes of amalgamation or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) daysreconstruction) or (b) in case of dissolution has an encumbrancer take possession or winding up of CERES (excluding any situation where has a receiver or similar officer appointed over all or substantially all of CERES’ its property or assets. 18.3 After a period of seven and one half (7.5) years from the Effective Date of the 1995 Agreement (the “Initial Period”), stock the licence set forth in Clause 5 shall expire automatically whereupon LGS shall have no further right or business licence in respect of the Tools. However, LGS may renew the licence granted under the provisions of Clause 5, subject to which this Agreement relates are acquired by the provisions of Clauses 18.3(i) and (ii), for a third party further term of seven (whether by sale, acquisition, merger, operation 7) years upon payment of law or otherwise)a fee (“Renewal Fee”). 10.4 CERES (i) LGS may after consultation with NOBLE terminate exercise its rights to renew, as provided by this Agreement by written Clause 18.3, provided that LGS gives to ARM not less than six (6) months notice if in writing of its intention to so renew, expiring on 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 seventh anniversary of the LICENSED VARIETY uneconomical or impractical or if CERES decides Effective Date. (ii) Upon receipt of LGS’s notice served in accordance with Clause 18.3(i), the parties shall enter into good faith negotiations to cease substantially all activities in SWITCHGRASS; provided howeveragree a reasonable Renewal Fee. For the avoidance of doubt, CERES LGS shall terminate its promotion, marketing and sales not be entitled to exercise any of the LICENSED VARIETY, whether directly or through any SUBLICENSEESrights contained in Clause 5 unless and until agreement has been reached and the Renewal Fee has been paid to ARM. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination 18.4 LGS and ARM acknowledge that each and every term and condition 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 terminationhas been fully and completely negotiated and such terms and conditions closely relate to each other. Paragraphs 8In the event that the Korean governmental authorities, 10including the Korean Fair Trade Commission, 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 during 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 review of this Agreement shall not affect the rights and obligations require a modification to one or more of the parties accrued prior to termination hereof. 10.9 Upon termination of clauses or this Agreement, no existing SUBLICENSES granted by CERES . ARM shall have the option to renegotiate the entire Agreement or AFFILIATED COMPANIES to third parties shall be affected accept the applicable modification of the Agreement as required 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 SUBLICENSESgovernmental authorities. 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 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 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, and the rights granted hereunder, shall continue perpetually unless otherwise terminated pursuant to the events mentioned below (the “Term”). This Agreement and the rights granted hereunder shall terminate without notice upon the occurrence of any other rights of termination under this paragraph, this Agreement shall have a term equal tothe following events: (a) on a jurisdiction-by-jurisdiction basis, LICENSOR ceases consolidate the term of the INTELLECTUAL PROPERTY RIGHTS LICENSEE’s financial results under IFRS in the respective jurisdiction covering the LICENSED VARIETYits consolidated financial statements; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedInsolvency or bankruptcy of LICENSEE, fifteen (15) years from the date or appointment of a receiver, trustee, liquidator or sequestrator of the first sale LICENSEE for any reason; or c) Failure by LICENSEE to comply with or observe any 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 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) continuing for at least thirty (30) days (unless within said 30 days such party has taken reasonable steps to cure such failure) after the other party has given such party written notice thereof; or d) Assignment, transfer or attempted assignment or transfer of this Agreement or of any of LICENSEE's rights or obligations hereunder, either by act of the LICENSEE or by operation of law, except as permitted pursuant to Article 12. Following any termination of this Agreement, LICENSEE and its sub-licensees may continue to use and display the LICENSED MARKS in accordance with this Agreement for failures a period of 6 (six) months, to remit payment the extent reasonably necessary (a) to allow for amounts due an orderly transition from the LICENSED MARKS, (b) to conduct business in substantially the same manner as such business was conducted during the Term, or (c) for the filing and receipt of necessary approvals with any domestic, foreign or supranational court, tribunal, arbitral or administrative agency or commission or other governmental authority or instrumentality, or any industry self-regulatory authority (“Governmental Authorities”), provided, however, that for any particular LICENSED ▇▇▇▇ as to which any such approvals have not been obtained during such 6-month period, then LICENSEE may request LICENSOR to extend such period for up to 6 (six) additional months and if LICENSEE has provided evidence to LICENSOR that it has undertaken the reasonable best efforts described in the next sentence, then LICENSOR shall consider such request in good faith and will not unreasonably withhold its consent to such request (the “Transition Period”), it being understood that the foregoing shall not apply if the termination occurs under the events sub c) and d) above. During the Transition Period, LICENSEE and its subsidiaries shall make reasonable efforts to, as promptly as possible, (i) file such necessary approvals with Governmental Authorities and (ii) transition to trademarks other than the LICENSED MARKS or any words or elements that are confusingly similar to any LICENSED ▇▇▇▇. Following the termination of this Agreement and the expiration of the Transition Period, LICENSEE may continue to use the LICENSED MARKS (bA) ninety to reference the historical relationship between the LICENSEE and its subsidiaries , on the one hand, and LICENSOR, on the other hand, provided that such reference is factually accurate, (90B) days in connection with retention of any books, records or other materials for all other obligations after receipt of written notice from internal, archival purposes only, and (C) to the non-breaching party specifying such failure. 10.3 NOBLE will have extent required by applicable law or regulation. Notwithstanding anything to the right to terminate contrary, nothing in this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under shall prohibit 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 use of the LICENSED VARIETY uneconomical MARKS by LICENSEE or impractical its subsidiaries that constitutes a nominative or if CERES decides descriptive fair use under applicable trademark or similar laws. The above provisions apply to cease substantially all activities in SWITCHGRASS; provided howeverLICENSEE’s subsidiaries mutatis mutandis. Articles 7 (solely with respect to claims arising from actions or events that occurred during the Term), CERES 8 and 11 through 19 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 (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 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 of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis16.1 Unless otherwise agreed, the term Agreement is valid until further notice and either Party has the right to terminate the Agreement by the giving of six (6) months’ written notice to the INTELLECTUAL PROPERTY RIGHTS other Party. 16.2 Either Party has the right to terminate the Agreement by notifying the other Party thereof in writing without being entitled to demand any compensation for damages, in the respective jurisdiction covering following events: • The Service performance as per the LICENSED VARIETYAgreement has been delayed, due to a force majeure event, for more than one (1) month; or (b) or • Customer does not accept Supplier´s essential changes in those jurisdictions the Service or changes in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale Service prices informed by Supplier. • Based on cancellation of a LICENSED VARIETY in such jurisdictionmaterial permit or license to conduct certain business, a judgement issued by a competent court or authority or similar circumstance, it is suspected that a Party no longer is able to act as a reliable and professional business partner. 10.2 Each party 16.3 Either Party shall have the right to terminate this the Agreement unilaterally by giving with immediate effect through written notice in the event of termination to a material breach of the Agreement by the other party if such other party fails to satisfy its material obligationsParty. 16.4 Grounds for termination include, which but shall include but are not be limited to, making required reports the following: • The Party´s failure to use or produce the Services in accordance with the terms and making required payments, under this Agreement, conditions of the Agreement and failure to rectify 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 the receipt of written notice thereof from the non-breaching party specifying such other Party; • Customer´s failure to pay an invoice, which has fallen due, within fourteen (14) days of a written payment request by Supplier; • Supplier´s essential, continuous failure. 10.3 NOBLE will have , under several measuring periods, to meet the right agreed service level metrics and failure to terminate this Agreement unilaterally with rectify the situation within thirty (30) days’ days of the receipt of written notice thereof; • If it is suspected that a Party will not be able to CERESfulfill the Agreement and the said Party fails to provide sufficient collateral thereto; • A Party files for bankruptcy or submits an application for financial restructuring, (a) if CERES seeks protection or an application has been submitted for a Party to be declared bankrupt or subjected to restructuring, • A Party applies for a public summons for its creditors, or an authority has declared a Party unable to fulfill its obligations under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (the terms of the Agreement; 16.5 Upon termination of the Agreement Customer must immediately compensate Supplier for outstanding debts due. The same applies to debts regarding work performed as per the date of termination. Work performed after the date of termination will be performed on a time and not dismissed within one hundred twenty (120) days) or (b) material basis in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business accordance with Supplier’s from time to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise))time applicable price list. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if 16.6 Supplier shall reasonably contribute 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 transition of the LICENSED VARIETY uneconomical Service to another supplier, on resource hiring basis, subject to the hourly or impractical daily rates set forth in Supplier’s then current price list. Unless otherwise agreed in writing, the obligation to contribute ends after three (3) months from the expiration 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. The Parties shall prepare a transfer plan defining the tasks of both Parties in more detail. 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 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 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 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 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 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 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 of termination under this paragraph14.1 This Agreement shall commence on the Effective Date and shall continue for the Initial Term and, thereafter, this Agreement shall have be automatically renewed for successive periods of 12 months (each a term equal toRenewal Period), unless: (a) on a jurisdiction-by-jurisdiction basiseither Party notifies the other Party of termination, in writing, at least 60 days before the term end of the INTELLECTUAL PROPERTY RIGHTS Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the respective jurisdiction covering expiry of the LICENSED VARIETYapplicable Initial Term or Renewal Period; or (b) otherwise terminated in those jurisdictions in accordance with the provisions of this Agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the Term. 14.2 Without prejudice to any other rights or remedies to which the LICENSED VARIETY parties may be entitled, either Party may terminate this Agreement without liability to the other if the other Party commits a material breach of any of the terms of this Agreement and (if such a breach is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedremediable) fails to remedy that breach within 30 days of that Party being notified in writing of the breach. 14.3 Company may terminate this Agreement, fifteen or any SOW (15or a portion thereof) years from at any time prior to completion by giving 30 days prior written notice to Prevail. Prevail shall promptly comply with the terms of such notice(s) to terminate work on the SOW (as applicable) and use its best efforts to limit any further cost to Company. 14.4 On termination of this agreement for any reason: (a) Company shall pay Prevail all direct expenses and fees for Services completed (or its prorated amount if partially completed) and of its costs incurred or irrevocably obligated as of the date of the first sale of a LICENSED VARIETY termination, in such jurisdiction. 10.2 Each party shall have the right each case pursuant 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 other reasonable costs incurred to cure such failure(sclose out its work in the Study. If there are additional costs associated with any winding down period, those costs will be agreed to in writing by the Parties; (b) within (a) thirty (30) days for failures to remit payment for amounts due all licenses granted under this Agreement shall immediately terminate; (c) each Party shall return and make no further use of any equipment, property, Documentation, and other items (band all copies of them) ninety belonging to the other Party; (90d) Company shall provide Prevail written instructions within 30 days, with which Prevail shall comply, to either return Company Data and Study Inventions or dispose of Company Data and Study Inventions at Company’s reasonable expense. If Company Data is being returned to Company, Prevail shall use reasonable commercial endeavors to deliver the then most recent back-up of Company Data to Company within 60 days for all other obligations after of its receipt of such a written notice request, provided that Company has, at that time, paid all fees and charges outstanding at and resulting 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 termination (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 not due at 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 date of termination); and (be) either party from obtaining a remedy for any breach the accrued rights of the provisions parties as of this Agreementthe time of termination, and the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

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 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 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 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 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 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. 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 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 to any other rights of termination under this paragraph, this 15.1 This Agreement shall continue in full force and effect in each country of the Territory until the later of the final expiration of a patent covering the Compound or the Marketed Product in such country, or a period of ten (10) years following the first sale of Marketed Product by Neurocrine or its sublicensee in such country. 15.2 Upon expiration of this Agreement, with respect to each country of the Territory, Neurocrine shall be deemed to have a term equal to:full-paid, royalty-free license with the right to make or have made, use or sell the Compound and the Marketed Product as well as to freely utilize all data generated hereunder or received from DOV by Neurocrine, without further obligation to DOV, except for maintaining confidentiality as required by Article 6 of this Agreement. (a) on 15.3 In the event that a jurisdiction-by-jurisdiction basisparty hereto shall be presumed by the other to have breached any material condition herein contained, the term complaining party shall provide a written notice of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or such presumed breach, requesting rectification within a thirty (b30) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years day from the date of receipt of such notice. The party presumed to be in breach of the first sale Agreement shall either submit a commercially reasonable plan for rectification within 15 (fifteen) days of a LICENSED VARIETY in receipt of notice (if the breach cannot be rectified within the thirty (30) day period), or take appropriate steps to remedy the breach within such jurisdiction. 10.2 Each party period. If, within such thirty-day period, neither the aforesaid plan shall have been submitted, nor the right breach cured, the party claiming breach shall be entitled to terminate this Agreement, thereby surrendering all rights granted hereunder, by, written notice to the other party, such termination having immediate effect. 15.4 This Agreement unilaterally may be terminated immediately by either party 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 becomes insolvent or has committed an act 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 bankruptcy or if any such proceeding an order or resolution is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or made for the winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which such other party. 15.5 In the event that this Agreement relates are acquired is terminated by a third party (whether by saleDOV prior to is full term pursuant to Article 15.3, acquisitionor Article 15.4, mergerherein, operation of law Neurocrine shall, as soon as reasonably possible, transfer, or otherwise))authorize the transfer of, [***] DOV. Any such transfers or transfer authorizations shall be in writing and acceptable, in form, to DOV. 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 15.6 Article 6 and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES Section 16.9 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 Agreementagreement. 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 5.1 This letter agreement shall terminate automatically, without further action of termination under this paragraphthe parties hereto, this Agreement shall have a term equal toon the earlier date (the "Termination Date") of the following date: (ai) on a jurisdiction-by-jurisdiction basis, the term repayment in full by Mercer of the INTELLECTUAL PROPERTY RIGHTS E 15 million bridge loan facility provided and/or arranged by B&B on the date hereof (the "Facility") in circumstances where Mercer has paid the respective jurisdiction covering Break Fee under the LICENSED VARIETYFacility; (ii) the Facility having matured or been accelerated (by default or otherwise) and B&B having taken action to realize on the security for the Facility or collect the same. In the event of termination by Mercer pursuant to this clause, a Penalty Fee of Euro 1,000,000 (one million Euro) shall be paid by Mercer to B&B; or (biii) [June 30, 2004]. (A) Mercer shall be entitled to terminate this letter agreement at any time prior to the Termination Date: (i) if B&B commits a material breach of any of its obligations hereunder and fails to rectify the same within 10 working days of being notified in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen writing by Mercer; or (15ii) years upon giving 30 days written notice to B&B that Mercer has determined not to proceed with a Transaction for at least 12 months from the date of notice, in which case the first sale of a LICENSED VARIETY in such jurisdictionapplicable Termination Fee pursuant to Clause 3 shall be due. 10.2 Each party (B) Subject to Section 3.3(A) hereof, if Mercer terminates this letter agreement pursuant to Clause 5.2(A)(ii), but pursues a Transaction during such 12 month period, then the terms of this letter agreement and B&B's appointment 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 be reactivated and B&B shall include but are not limited to, making required reports and making required payments, deduct any payment received 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 Clause 3.2 from the non-breaching party specifying such failureSuccess Fees payment. 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 5.3 Termination of this Agreement letter agreement does not affect the parties' accrued rights and obligations at the date of termination. 5.4 Clauses 4 (Confidentiality), 5 (Term and Termination), 6 (Liability), 7 (Indemnity), 8 (Rights of Third Parties), 9 (Severability) and 10 (Governing Law), together with those Clauses the survival of which is necessary for any reason will not relieve either party the interpretation or enforcement of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8letter agreement, 10, 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 letter agreement 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 in full force and such SUBLICENSESeffect. 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 The initial term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or Agreement shall be two (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (152) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each Effective Date. The Agreement shall renew for up to three (3) additional one-year terms unless either party shall have the right to terminate this Agreement unilaterally by giving provides written notice of termination at least sixty (60) days prior to the end of the then-current term, without prejudice to TRX’s obligations pursuant to Section 10.4 below. The parties agree to review User’s transaction volume, market forces and other relevant factors to mutually agree upon pricing for each renewal term at least ninety (90) days prior to the end of the then-current term. In the event the parties are unable to agree, either party may terminate the Agreement effective nine (9) months after the end of the then-current term by providing the other with written notice at least sixty (60) days prior to the end of the then-current term. 10.2 Either party may terminate this Agreement and rights granted herein if 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 breaches any of the provisions of this Agreement, and such party subsequently which if capable of remedy fails to cure remedy such failure(s) breach within (a) thirty (30) days for failures to remit payment for amounts due under after receiving written notice setting out the breach. TRX may terminate this Agreement and for nonpayment of any undisputed invoice upon thirty (b) ninety (9030) days for all other obligations after receipt of prior written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right notice. User shall be entitled 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 immediately in the commercially reasonable opinion of CERES event TRX fails to provide the markets Services in accordance with, or meet the service targets set out in, Schedule D, for the LICENSED VARIETY change * consecutive months 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 any * months 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 terminationa rolling twelve (12) month calendar period. 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 constitute either party’s exclusive remedy for breach or non-performance by the rights other party, and obligations of the parties accrued prior each party shall be entitled to termination hereofseek all other available remedies, both legal and equitable, including injunctive relief. 10.9 10.3 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 benefit of creditors; (3) institute proceedings to be adjudicated a voluntary bankrupt; (4) consent to the filing of a petition of bankruptcy against it; (5) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (6) seek reorganization under any bankruptcy act; (7) consent to the filing of a petition seeking such reorganization; or (8) have a decree entered against it by a court of competent jurisdiction appointing a receiver, administrator, administrative receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party’s property or providing for the liquidation of such party’s property or business affairs, or any similar or analogous event occurring under the laws of any jurisdiction; then, in any such event, the other party, at its option and without prior notice, may terminate this Agreement effective immediately. 10.4 Upon termination or expiry of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such terminationfor any reason (including where the Agreement is terminated for User breach), and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE TRX shall continue to provide the Services (in accordance with the same pricing levels as set out in Schedule B) for a minimum period of * months, or until such time as the User provides written notice to TRX of its desire to no longer utilize the Services (the “Run-Off Period”). Any changes in the provision of Services requested by the User during the Run-Off Period will require the execution of a work order containing mutually agreed upon specifications and any associated fees. In the event of termination of this Agreement being for User breach, TRX shall be entitled to impose reasonable pre-conditions during any Run-Off period, including, but not limited to, requiring that the User (i) remedy the terminating breach; (ii) pay all undisputed invoices and outstanding fees due to TRX; and (iii) in the event User’s breach was due to non-payment, requiring monthly prepayment of accurately forecasted fees (based upon the average of the fees incurred by User during the previous twelve (12) months but taking into account the User’s anticipated volume decrease in its use of the Services) to be incurred by User during the Run-Off Period. On calculation of each monthly pre-payment the User shall be entitled to be credited (or refunded if appropriate) any excess of fees paid for a previous month of the Run-Off Period. After the expiry of the Run-Off Period, TRX shall refund any excess payments relating paid in respect of the Run-Off Period to the User within 30 days from the date the User ceases to use the Services. TRX shall have the right to immediately terminate provision of the Services during the Run-Off Period for User’s failure to prepay for such SUBLICENSES pursuant Services. Upon expiry of any Run-Off Period, the User shall immediately cease all use of the Services, return all related documentation, including any documentation made available by User to its customers and TRX shall promptly return and deliver all Customer Data to the User in a mutually agreed electronic format and ensure its erasure from its systems in its entirety. 10.5 Save as set out in clause 10.4 above, upon termination of this Agreement and such SUBLICENSESfor any reason, TRX’s obligation to provide the Services hereunder will immediately cease. 10.10 Termination 10.6 Confidential Treatment Requested 10.7 Where the context or wording of a section indicates, the terms of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of survive its termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement, including, without limitation, Sections 4, 7, 8, 9, 10, 11, 12, 13, 14 and 15 hereof.

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 on a jurisdiction[***] and shall terminate on December 31, 2005; provided, however, that this Agreement automatically shall be renewed for an additional period of [***], unless notice of non-by-jurisdiction basis, renewal is given by one party to the term of other by not later than [***] (the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or“Extended Term”). (b) This Agreement may be terminated by a party, in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen event the other party materially breaches its obligations hereunder and should fail to remedy such material breach within thirty (1530) years from the date calendar days after receiving written notice of the first sale of a LICENSED VARIETY in such jurisdictionmaterial breach. 10.2 Each (c) The rights and duties of each party under Sections 3(d), 3(f), 4(k), 6(c), 7, 8, 9, 10, 14, 15, 19, 24 and 25 of this Agreement and Biosite’s obligations under the Continuing Guaranty as referred to in Section 10(a) hereof and attached hereto as Schedule A, shall survive termination of this Agreement and be enforceable in accordance with their terms. Upon any * Confidential Treatment Requested termination of this Agreement, the parties shall mutually agree upon a message (the “Message”) to be conveyed to all third parties concerning such termination of this Agreement and neither party shall make any statement (oral or written) relating to the parties’ relationship under this Agreement or pertaining to the termination of this Agreement inconsistent with such mutually agreed Message, except as otherwise required by law, regulation or court order (provided that the party making such statement shall give the other party reasonable notice of any such required statement and shall give the other party an opportunity to object to any such statement or to request confidential treatment therefore) or as necessary to enforce its rights under this Agreement. Additionally, FHC shall not make any statement regarding any Product after the termination of this Agreement that is not expressly permitted in the Message. Notwithstanding the preceding provisions of this Section 6(c), FHC shall at all times after termination or expiration have the right to terminate create marketing materials that describe the attributes of the Products versus the attributes of third party products (provided that such information regarding the Products shall be based solely on publicly available information regarding the Products and not based on information obtained by FHC, or based on the parties’ relationship, under this Agreement unilaterally by giving or any prior written agreement between the parties). (d) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONTINGENT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY, OR ANY LOSS OF PROFITS OR REVENUE OF THE OTHER PARTY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY OR OTHERWISE. (e) Subject to the following sentence, in no event shall either party, directly or indirectly, initiate or prosecute, or assist or induce any third party to initiate or prosecute (other than as required under court order or legal process such as a subpoena), any claim, demand, suit, action, cause of action or other adversary proceeding relating to or arising out of this Agreement or the subject matter of this Agreement, other than a claim, demand, suit, action, cause of action or other adversary proceeding to the extent alleging (1) a material breach of express contract under this Agreement (provided that if the alleged material breach is curable, (i) the non-breaching party has given written notice of termination such material breach and the breaching party has failed to the other party if remedy 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 this Agreement and (bii) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying during such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice day cure period, at the request of the party allegedly in breach, the parties shall meet and confer in good faith to CERESdiscuss the grounds of the alleged breach), (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 (b2) defamation through a statement made with “knowledge that it was false or with reckless disregard of whether it was false or not” by one party of the other. Nothing in case this Section 6(e) shall in any way limit any claim, demand, suit, action, cause of dissolution action or winding up other proceeding (i) that a party (“Asserting Party”) may have against the other party to the extent relating to or arising as a result 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 saleclaim, acquisitiondemand, mergersuit, operation action, cause of law action or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by other proceeding against the Asserting Party, provided that the Asserting Party can provide written notice if in the commercially reasonable opinion evidence of CERES the markets for the LICENSED VARIETY change such claim, demand, suit, action, cause of action 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 proceeding 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 third party or (ii) that a party may have against a third party relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESa Product. 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 18.1 This Agreement shall continue in effect until terminated pursuant to any other rights the provisions of termination under this paragraph, this Agreement or by mutual agreement of the parties hereto. 18.2 This Agreement shall have a term equal tobe terminable forthwith upon sending notice in writing upon the occurrence of one or more of the following events: (a) on a jurisdiction-by-jurisdiction basisby either party hereto, the term if Government Approval of this Agreement has not been obtained within six (6) months of the INTELLECTUAL PROPERTY RIGHTS date this Agreement has been signed by both parties hereto or if Government Approval for all ac-tions to be taken by either party or JVC herein, as reasonably required for the conduct of JVC's business as contemplated herein and for enjoyment of the bene-fits to be secured by each party herein, fails to be obtained or is withdrawn; or if any subsequent enact-ment of law or regulation or any subsequent act of governmental authority in Korea or in Canada shall, 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 reasonable opinion of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right desiring 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 ter-minate this Agreement, and such party subsequently fails to cure such failure(s(i) 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 make performance of this Agreement impossible or unreasonably expensive or unreasonably difficult for any reason will not relieve either party of any obligation said party, 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 (ii) materially alter the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of from those agreed and contemplated by 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 (iii) materially interfere with the election of each SUBLICENSEE. NOBLE shall continue benefits contemplated herein 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; andreceived by said party; (b) by either party from obtaining hereto, if the other party shall be or becomes incapable for a remedy for period of one hundred twenty (120) days of performing any of its said obligations under this Agreement because of force majeure, as provided in Article 22 hereof; (c) by either party hereto, if the other party commits a breach of any of its obligations under this Agreement that is not remedied within sixty (60) days from the provisions giving of written notice requiring said breach to be remedied; (d) by either party (the "misled party"), if the warranties or representations made to the misled party in this Agreement.Agreement are found to be false or misleading in any material respect, or if any of the covenants made therein for the benefit of the misled party are not complied with; (e) by either party hereto, if the other party (the "embarrassed party") or its creditors or any other eligi-ble party shall file for said embarrassed party's liquidation, bankruptcy, reorganization, compulsory composition, or dissolution, or if the embarrassed party is unable to pay any debts as they become due, has explicitly or implicitly suspended payment of any debts as they became due (except those debts which are contested in good faith), or if the creditors of the embarrassed party have taken over its management, or if the relevant financial institutions have suspended the embarrassed party's clearing house privileges, or if any material or significant part of the embarrassed party's undertaking, property, or assets shall be intervened in, expropriated, or totally or partially confiscated by action of any government; (f) by Foreign Investor, if at any time the Foreign Invest-or' collective ownership of shares of the JVC falls below thirty- four (34%) percent unless otherwise agreed to by Foreign Investor in writing or unless Foreign Investor voluntarily sells or transfers its shares; or

Term and Termination. 10.1 Subject to any other rights of termination under 20.1. The Subcontractor may terminate this paragraph, this Agreement shall have a term equal toagreement if FFM: (a) on 20.1.1 commits a jurisdiction-by-jurisdiction basis, the term serious breach of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in terms 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 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 Subcontractor specifying the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty breach and requesting remedy (30) days’ on written notice to CERESFFM following the end of the thirty day period); 20.1.2 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 FFM following the end of the fifteen day period); 20.1.3 has a receiving order made against it, or makes any arrangement with it’s creditors (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)immediately on written 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 20.2. FFM may terminate this Agreement agreement if The Subcontractor: 20.2.1 persistently neglects, fails or refuses to perform agreed Specified Services to FFM's reasonable satisfaction (immediately on written notice); 20.2.2 acts in any way materially contrary to FFM or the Clients interests whilst providing the Specified Services (immediately on written notice); 20.2.3 fails to execute the Services with due diligence (immediately on written notice); 20.2.4 fails to execute the Services or other obligations in accordance with this agreement and a relevant Purchase Order (immediately on written notice); 20.2.5 commit a serious breach of the terms which The Subcontractor fails to remedy within fifteen days of receipt of written notice from FFM specifying the breach and requesting remedy (on written notice at any time by mutualfollowing the end of the fifteen day period); 20.2.6 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 FFM, be prejudicial to FFM or the Client, or bring FFM or the Client into disrepute (immediately on written agreementnotice) The Subcontractor agrees to inform FFM of any such circumstances within 2 working days of the matter coming to the attention of The Subcontractor; 20.2.7 becomes insolvent or make an assignment for the benefit of creditors (immediately on written notice). 10.6 Termination 20.3. The Subcontractor will be liable to FFM in respect of the full cost of alternative service provision to the Client and all fees and expenses reasonably incurred by FFM 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. 20.4. The termination of this Agreement agreement for any whatever reason will be without any compensation or damages to The Subcontractor. Termination does not relieve remove the rights of either party to recover damages from the other. 20.5. During the operation of a relevant Purchase Order notice can be given by either Party to the other to terminate operation of that Purchase Order in compliance with the Notice Provisions of that Purchase Order. 20.6. The above is without prejudice to any obligation other rights or liability accrued remedies the Contractor may have 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 Agreementin law. 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 20.7. The term of the aforementioned seed from plants which are in agreement is 12 Months. It will be automatically renewed, unless one party gives the field on other party at least 30 days notice that they wish to terminate 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 seedagreement. 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 term of termination under this paragraph, this Agreement shall have a term equal to: commence upon the Effective Date and expire on the fifth (a5th) on a jurisdiction-by-jurisdiction basisanniversary of the Effective Date (the "Initial Term"), unless terminated earlier or extended in accordance with this Agreement. This Agreement (including, without limitation, the term license granted in Part II.1) ▇▇▇▇ automatically renew for successive twelve (12) month periods unless either party notifies the other in writing at least sixty (60) days prior to the end of the INTELLECTUAL PROPERTY RIGHTS in Initial Term or any then-applicable renewal period that it desires this Agreement to expire at 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 jurisdictionInitial Term or renewal period. The Initial Term and any renewal period(s) are collectively referred to herein as the "Term". 10.2 Each B. If either party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to believes that the other party if such other party fails has failed in any material respect to satisfy perform its material obligations, which shall include but are not limited to, making required reports and making required payments, obligations under this Agreement, then that party may provide written notice to the breaching party describing the alleged failure in reasonable detail. If the breaching party does not, within one hundred and eighty (180) calendar days after receiving such party subsequently fails written notice, either (i) cure the material failure or (ii) if the breach is not one that can reasonably be cured within one hundred and eighty (180) calendar days, develop a plan to cure the failure and diligently proceed according to the plan until the material failure has been cured, then the non-breaching party may terminate this Agreement for cause by providing written notice to the non-breaching party. Termination of this Agreement will be in addition to, and not in lieu of, other remedies available to the terminating party under this Agreement. C. HMI may terminate this Agreement by giving Licensee prior written notice and designating a date upon which such failure(stermination shall be effective if Licensee makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, that is not dismissed within one hundred and twenty (120) within (a) days, or has wound up or liquidated, voluntarily or otherwise. D. 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 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 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 for any reason will not relieve either party reason: (i) Licensee shall cease all use of and, at HMI's election, return to HMI or destroy the original and all copies (including partial copies) of all software, documentation, all HMI Confidential Information, and any obligation other products or liability accrued materials licensed or otherwise provided to Licensee under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8(including, 10without limitation, 11, 13, 14, 15, 16, the HMI Materials) ("HMI Items"); (ii) all rights granted to Licensee in 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 HMI Items shall terminate. Licensee shall certify in writing to HMI that it has fully performed its obligations under this Agreement and such SUBLICENSESparagraph. 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 basisUnless earlier termination pursuant to Section 7(b), the term of this Agreement (the INTELLECTUAL PROPERTY RIGHTS in “Term”) shall be for a period of (48) forty-eight months and shall renew for successive one year periods unless either party provides a written notice of termination at least ninety (90) days prior to the respective jurisdiction covering expiration of the LICENSED VARIETY; orthen applicable Term. (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedThis Agreement may be terminated prior to expiration (i) by either party, 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 if the other party if such other party fails to satisfy its material obligations, which shall include but are materially breaches 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) 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 following written notice thereof from the non-breaching party specifying (which notice and right of cure shall apply only if such failure. 10.3 NOBLE breach may reasonably be cured within such thirty (30) day period); (ii) by iCare, if a representation or warranty of Provider hereunder fails to be complete and accurate in all materials respects, and Provider does not cure such failure within (30) days following written notice thereof from iCare (which notice and right of cure shall apply only if such failure may reasonably cured within such thirty (30) day period); (iii) by mutual written agreement; (iv) by Provider for convenience, without cause, upon ninety (90) days prior written notice by the terminating party to the other party; or (v) by iCare after 24 months if Provider fails to sell a minimum of 300 installations per quarter. iCare will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice 30 days after each quarter in which Provider sells less than 300 installations and, if not exercised within 60 days of the end of such quarter, the right 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 terminate will elapse until the next quarter where Provider fails to sell a minimum 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))300 installations. 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 (c) Upon 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 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 earlier termination of this Agreement, no existing SUBLICENSES granted Provider shall (i) return to iCare all iCare or Sysco Confidential Information (including Customer Lists) in Provider’s possession, custody or control, (ii) remove all Confidential Information from all of Provider’s networks and information systems, and (iii) immediately cease and desist from any use of the Sysco Marks or iCare trademarks or service marks. (d) If iCare terminates this Agreement prior to the end of the then applicable Term, all Earned Income Payments will cease as to Services paid for by CERES or AFFILIATED COMPANIES to third parties shall be affected by Sysco Customers after the date of such termination, and all such sublicenses shall remain in effect according to their terms, pursuant . If Provider terminates this Agreement prior to the election end of each SUBLICENSEEthe then applicable Term, all Earned Income Payments will continue until the end of such Term. NOBLE Provider shall continue in any event reimburse iCare for all Costs & Expenses incurred prior 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 the date 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 This Agreement shall be effective on the date first written above and shall continue for a period of three (3) years (the "Initial Term"), unless earlier terminated pursuant to any other rights the terms of termination under this paragraphAgreement. Thereafter, this Agreement shall have a term equal to: be renewed for successive terms of three (a3) on a jurisdictionyears ("Renewal Terms") each, provided that the Fund shall provide FDISG with written notice of its intent to renew not less than ninety (90) days nor more than one hundred-by-jurisdiction basis, eighty (180) days 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 jurisdictionInitial Term or any Renewal Term. 10.2 Each party shall have the right to 13.2 FDISG may terminate this Agreement unilaterally by giving at the end of the Initial Term or at the end of any subsequent Renewal Term upon not than less than ninety (90) days or more than one hundred-eighty (180) days prior written notice to the Administrator. 13.3 This Agreement may be terminated by the Fund prior to the expiration of the Initial Term or any Renewal Term in the event FDISG has failed to meet the Performance Standards, as set forth in Exhibit 1 to Schedule A, in four months of any rolling six month period. The Fund will provide FDISG with 60 days' notice in writing after the fourth month of FDISG's failure to meet the Performance Standards if the Fund intends to exercise this option under this Section 13.3. Notwithstanding the foregoing, the Fund's right under this Section 13.3 shall not become effective until ninety (90) days after FDISG has begun providing services under this Agreement. 13.4 In the event a termination notice is given by the Fund, all expenses associated with movement of records and materials and conversion thereof to a successor transfer agent will be borne by the Fund. 13.5 If a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a "Defaulting Party") the other party (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party, and if such other party fails to satisfy its material obligations, which breach 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) have been remedied 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 such written notice from is given, then the nonNon-breaching party specifying such failure. 10.3 NOBLE will have the right to Defaulting Party may terminate this Agreement unilaterally with by giving thirty (30) days’ days written notice of such termination to CERESthe Defaulting Party. If FDISG is the Non-Defaulting Party, (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 constitute a waiver of any other rights and obligations or remedies of the parties accrued FDISG with respect to services performed prior to such termination hereof. 10.9 Upon termination or rights 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 FDISG to be entitled to payments relating to such SUBLICENSES pursuant to reimbursed for out-of-pocket expenses. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement and such SUBLICENSESor otherwise against the Defaulting Party. 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 shall have a term equal to: commence on the Effective Date and shall expire ten (a10) on a jurisdiction-by-jurisdiction basisyears thereafter, unless earlier terminated in accordance with this Article 3 or extended by the term mutual written agreement of the INTELLECTUAL PROPERTY RIGHTS in parties (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 3.02 This Agreement may be terminated at any time by mutual written agreement of the first sale of a LICENSED VARIETY in such jurisdictionparties. 10.2 Each party shall have the right to terminate this 3.03 This Agreement unilaterally may be terminated immediately by giving either party, upon written notice of termination to the other party party, if such other party fails is wound up, dissolved, liquidated, becomes insolvent or is declared bankrupt, has a custodian appointed to satisfy take charge of all or any substantial part of such party’s assets, makes a general assignment for the benefit of creditors or otherwise enters into a general arrangement for the restructuring of its material obligationsliabilities, which shall include but are not limited tosuspends its business operation, making required reports and making required paymentshas suspended payment of its liabilities generally, under is unable to pay its debts as they become due or is the subject of a voluntary or involuntary bankruptcy filing. 3.04 Either party may terminate this Agreement, and such party subsequently fails to cure such failure(sAgreement in the following events: (i) within (a) with thirty (30) days for failures prior written notice to remit payment for amounts due the other party, if such other party is in material breach of any obligation under this Agreement and such breach is not corrected within thirty (b) ninety (9030) 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 thereof; or (ii) with thirty (30) days’ days prior written notice to CERESthe other party, if such other party decides not to continue with commercializing the Licensed IP for a period of longer than six (a6) 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))months. 10.4 CERES may after consultation with NOBLE terminate 3.05 Upon expiration or termination of this Agreement by written notice if either party, the license in Article 4 shall expire immediately and ME2C shall refrain from using the commercially reasonable opinion Licensed IP, provided, however, that nothing herein shall prohibit the use by ME2C of CERES the markets for the LICENSED VARIETY change any intellectual property developed by ME2C which may have been developed alone or do not develop as anticipated, so as to render the production, promotion and sale in combination with any of the LICENSED VARIETY uneconomical or impractical or if CERES decides rights granted hereunder prior to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales the expiration 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 3.06 Nothing in this Agreement will be construed to Paragraph 10.2, NOBLE will promptly deliver release either party from any obligation hereunder that matured prior to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any the effective date 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 seedtermination. 10.8 Termination of this Agreement shall not affect 3.07 The parties’ respective rights, obligations and duties under Articles 6, 7, 8, 9, 10, 11, 12 13 and 14 and Sections 3.05 and 3.06, as well as any rights, obligations and duties which by their nature extend beyond 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 shall survive any expiration or AFFILIATED COMPANIES to third parties shall termination of this Agreement. To be affected by such terminationclear, and all such sublicenses shall remain confidentiality obligations 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 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 survive termination of this Agreement.

Term and Termination. 10.1 Subject A. This Agreement is for a term beginning October 1, 2002 and ending on the third (3rd) anniversary of such date; provided, however, that unless either party shall give the other written notice of its intention not to any other rights of termination under renew this paragraphAgreement at least ninety (90) days prior to its scheduled expiration date, this Agreement shall have a term equal to: automatically renew for successive twelve (a) on a jurisdiction-by-jurisdiction basis12)-month periods thereafter, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in subject to any renegotiated terms 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 jurisdictionmay be mutually desired. 10.2 Each B. Either party shall have the right to may terminate this Agreement unilaterally before its expiration upon a material breach by giving the other party, if such breach has not been cured within ninety (90) days after written notice of termination such material breach has been sent to the other party if such other party fails to satisfy its material obligationsparty, which written notice shall include but are not limited tospecify in reasonable detail the alleged breach and reference this provision; provided, making required reports however, that the notice and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) period shall only be 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 breach is the non-breaching party specifying such failurepayment of ACS's fees or other charges. 10.3 NOBLE will C. In the event of changes in the Higher Education Act, Guarantor Regulations, or other current or future law, regulation or other requirement applicable to the serviced loans, including without limitation, any changes in any interpretation, claims review or enforcement policies, procedures or practices with respect thereto (and including, without limitation, implementation or enforcement of third-party servicer regulations promulgated by the Department), which in ACS's reasonable determination expose ACS to increased risk of liability to the Secretary of Education, LENDER or any other party, impose increased duties or obligations upon ACS, cause ACS to incur additional expense, or restrict or derogate from ACS's indemnification rights or liability limitations under this Agreement, ACS shall have the right right, at its option, to (i) 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 upon one hundred twenty (120) days) ' prior written notice to LENDER, 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 propose to which LENDER an amendment to this Agreement relates which in ACS's reasonable judgment appropriately addresses the increased risk, duties or obligations (which may include an adjustment to ACS's fees and/or expense reimbursements), and if the parties are acquired by a third party unable to agree upon such amendment within thirty (whether by sale30) days after the same is submitted to LENDER, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE any proposed adjustment shall not become effective and ACS shall be entitled to terminate this Agreement by upon one hundred twenty (120) days' prior 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 SUBLICENSEESLENDER. 10.5 The parties may terminate this Agreement at D. Notwithstanding 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 expiration of this Agreement, no existing SUBLICENSES granted except in the case of termination by CERES LENDER pursuant to Section 5.B or AFFILIATED COMPANIES by ACS pursuant to third parties shall be affected by such terminationSection 5.C, and all notwithstanding any sale of any Accounts by LENDER or any subsequent owner, ACS shall have the right and option to continue to service each of the Accounts on its system under the terms of this Agreement on a "life of loan" basis until such sublicenses shall remain Account is paid in effect according full by or on behalf of the borrower or the Guarantor. Unless ACS notifies LENDER in writing that it elects not to their termscontinue "life of loan" servicing thereafter at the time of a termination or expiration of this Agreement, pursuant such event will only result in no additional Accounts being placed with ACS for servicing hereunder, but will not affect the continued servicing of existing Accounts hereunder. In the event of ACS' negligence or willful misconduct with respect to the election servicing of each SUBLICENSEE. NOBLE Accounts subject to "life of loan" servicing hereunder, at LENDER's option, ACS shall continue deconvert and transfer any such Accounts to LENDER or its new servicer, and ACS shall reduce the deconversion fees with respect to such deconversion so that ACS shall be entitled to payments relating to collect, and LENDER shall remain responsible for, only those [LOGO OF ACS] FEDERAL FFEL --------------------------------------------- SERVICING AGREEMENT actual and reasonable labor costs and out of pocket expenses incurred by ACS directly in connection with such SUBLICENSES pursuant to this Agreement and such SUBLICENSESdeconversion. 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 MSA will remain in effect until fifteen Years following the Effective Date (“Initial Term”) and will automatically renew for additional three Year periods (collectively with the Initial Term, the “Term”) unless either Party gives the other Party notice of non-renewal [***] before the end of the then existing Term, but the Term will automatically be extended (even if notice of non- renewal has been given) to allow for completion of Services under this MSA. [***]. 10.2 Following establishment of Target Yield (as defined herein) and if, solely due to systematic and repeated issues with Processing Instructions (the “Vaxcyte Process Issues”), if the [***] maximum liability aggregate cap pursuant to Section 15.6 (the "Cap") is hit for [***], such Cap shall automatically reduce to [***] of the rest of the Term of this MSA. 10.3 Client may terminate this MSA on written notice if a regulatory warning letter or similar regulatory action occurs directly impacting the Product following a facilities cGMP audit in the Facility in which the Product is manufactured for which such deficiencies are not timely cured in accordance with the Quality Agreement or if a time period for cure is not provided in the Quality Agreement, then within the time period agreed upon by the Parties in any corrective action plan with respect to such audit (but in no event more than [***]); 10.4 either Party may terminate this MSA on written notice in the event i) the other Party has been held to have violated a trade control law and/or an anti-corruption law, including, but not limited to, the U.S. Foreign Corrupt Practices Act; ii) if the manufacture, distribution or sale of the Product in the Territory would materially contravene any existing or new applicable law or FDA order (including if the Product is found to be defective or dangerous to human health) which cannot be brought into compliance with such law within a [***] period (or such other reasonable period of time as agreed upon by the Parties to this Agreement in a signed writing) following a notice of non-compliance or violation; and iii) if the other Party is subject to any other rights insolvency event, declares bankruptcy, or undergoes similar proceedings or is in material breach of termination under this paragraphany part of the MSA and fails to remedy the breach on or before [***], or the time as may be reasonably necessary to remedy the breach, after receiving notice of the breach from the aggrieved Party. 10.5 This Agreement will terminate in the event the Parties mutually agree to terminate this Agreement shall have a term equal tofor any reason or as elsewhere provided for in this Agreement. 10.6 Client may terminate this MSA for convenience upon [***] prior written notice to Patheon. 10.7 Client may terminate this MSA in whole or in part, upon [***] notice: 1) In the event of Program Failure provided notice is received by Patheon within [***] of such Program Failure. 2) if Technology Transfer Completion is not done by [***] for reasons solely due to Patheon provided notice is received by Patheon on or before [***]. 10.8 If this MSA is completed, expires, or is terminated by either Party for any reason: (a) on Patheon will credit any outstanding balances owed to Client and provide Client with a jurisdiction-by-jurisdiction basis, the term written notice of the INTELLECTUAL PROPERTY RIGHTS in amount and location of any Remaining Materials except where any outstanding amounts are payable by Client under the respective jurisdiction covering MSA and Patheon has terminated the LICENSED VARIETY; orMSA under Section 10.4. (b) in those jurisdictions in which all licenses to use Patheon Insignia and Client Insignia hereunder shall automatically revert to Patheon and Client, respectively; (b) Client shall continue to be the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date owner of the first sale of a LICENSED VARIETY Registration and all related intellectual property rights required to commercialize the Products in such jurisdiction.the Territory and all licensed rights to the Product 10.2 (c) Each party Party shall have the right to terminate this Agreement unilaterally by giving written notice of termination return to the other party if all copies of such other party fails Party’s Confidential Information previously delivered within [***] of the effective date of termination; provided, that a Party is not obligated to satisfy its material obligations, which shall include but destroy computer files that are stored as a result of automated back-up procedures. Any Confidential Information that is not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails returned or destroyed will remain subject to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due under the confidentiality obligations provided in this Agreement and (b) ninety (90) days for all other such confidentiality obligations after receipt of written notice from shall survive 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 expiration of this Agreement. 10.7 Upon termination by CERES pursuant (d) All rights and remedies conferred herein shall be cumulative and in addition 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 remedies available to termination hereofeach Party at law, equity or otherwise. 10.9 Upon termination If this MSA is terminated by Client for convenience and not for cause, as Patheon’s sole and exclusive remedy, the greater of this Agreement, no existing SUBLICENSES granted by CERES [***] Forecast 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 SUBLICENSESCapEx commitment. 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 If terminated by Vaxcyte for any breach of reasons stated in Sections 10.3, 10.4 and/or 10.7, notwithstanding anything else herein to the provisions contrary, Vaxcyte shall have no further liability or obligation to Patheon of this Agreementany kind with the exception of compensation for Services undisputedly successfully completed prior to such termination. 10.11 If terminated by Vaxcyte for Program Failure, Vaxcyte shall pay Patheon a payout of Patheon’s documented revenue associated with [***] units of Product or the [***] Forecast, whichever is larger, and CapEx commitment as Patheon’s sole and exclusive remedy.

Term and Termination. 10.1 Subject to any other rights 6.1 The term of termination under this paragraphAgreement shall be for a period of three (3) years from the effective date of this Agreement. After such term, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, be automatically terminated unless the parties mutually agree in writing to extend the term hereof. Notwithstanding the foregoing, this Agreement may be terminated earlier in accordance with the provisions of this Article 6 or as expressly provided elsewhere in this Agreement. 6.2 Carrington shall have the absolute right to terminate this ▇▇▇▇▇▇▇nt if E-Wha fails to perform or breaches, in any material respect, any of the INTELLECTUAL PROPERTY RIGHTS terms or provisions of this Agreement. Without limiting the events which shall be deemed to constitute a breach or material breach of this Agreement by E-Wha, E-Wha understands and agrees that it shall be 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 obtainedmaterial breach of this Agreement, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party and Carrington shall have the right to terminate this Agreement unilaterally by giving written notice u▇▇▇▇ ▇▇▇▇ Article 6.2, if: (i) E-Wha fails or refuses to pay to Carrington any sum when due; (ii) ▇-▇▇▇ ▇▇eaches any provision of termination to the other party if such other party Article 2.2, 3.4, 4, 5.3, 5.8, 7 or 8; or, (iii) E-Wha fails to satisfy its material obligations, which shall include but are not limited to, making purchase the Specified Minimum Purchase Amounts of Product for any 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 failureperiod. 10.3 NOBLE will 6.3 Each Party shall have the absolute right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERESin the event the other Party shall become insolvent, (a) or if CERES seeks protection under any there is instituted by or against the other Party procedures in bankruptcy, insolvencyor under insolvency laws or for reorganization, receivershipreceivership or dissolution, trust, deed, creditors arrangement or comparable proceeding or if the other Party loses any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) franchise or (b) license to operate its business as presently conducted in case any part 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 Territory. 10.4 CERES may after consultation with NOBLE 6.4 This Agreement shall automatically terminate this Agreement by written notice if in effective at the commercially reasonable opinion end of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale any 12-month period 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 term of this Agreement referred to in Articles 5.1 and 5.2 hereof if the Parties are unable to agree upon the Contract Prices or the Specified Minimum Amounts for any reason will not relieve either party the next 12-month period 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 the term. 6.5 During the one-year period following termination of this Agreement, any inventory of Products held by E-Wha at the termination of this Agreement may be sold by E-Wha to customers in the Territory in the ordinary course; provided, however, that for the period required to liquidate such inventory, all of the provisions contained herein governing E-Wha's performance obligations and Carrington's rights shall remain in effect. In order to a▇▇▇▇▇▇▇▇▇ ▇▇e liquidation of any such inventory, Carrington shall have the option, but not the obligation, to ▇▇▇▇▇▇▇▇ all or any part of such remaining inventory at the price at which the inventory was originally sold by Carrington to E-Wha, including importation and shipping. 10.7 Upon ▇.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 of this Agreement shall not affect impair the rights or obligations of either Party hereto which shall have accrued hereunder prior to such termination. The provisions of Articles 5.8, 6.5, 7, 8 and 15 and the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon Parties thereunder shall survive the 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 Agreement for a period of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESone (1) year. 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 the provisions of termination under this paragraphclause 2, this Agreement shall have a term equal to: commence on the Commencement Date and (asubject to earlier termination pursuant to this clause 14) on a jurisdictionshall continue in force until the twenty-by-jurisdiction basis, the term third (23rd) anniversary of the INTELLECTUAL PROPERTY RIGHTS in Commencement Date and thereafter shall continue unless and until terminated by one party giving to the respective jurisdiction covering other not less than two (2) years’ prior written notice to that effect, such notice not to be served prior to 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 said twenty-third (23rd) anniversary of a LICENSED VARIETY in such jurisdictionthe Commencement Date. 10.2 Each 14.2 If a Site Schedule has not been executed by the parties prior to the second (2nd) anniversary of the Commencement Date then either party shall have the right to terminate this Agreement unilaterally by giving with immediate effect upon written notice of termination to the other party party. 14.3 STW may, without prejudice to any of its other rights arising hereunder, terminate this Agreement with immediate effect by notice to XXX if: 14.3.1 XXX ceases to be Appointed in respect of the Site or if such other party fails XXX ceases to satisfy be the holder of its Appointment as a water undertaker; 14.3.2 XXX is in material obligations, which shall include but are not limited to, making required reports and making required payments, under breach of the terms or conditions of this Agreement, Agreement and such party subsequently fails to cure such failure(sbreach (if capable of remedy) within (a) continues for thirty (30) days for failures after notice in writing, specifying the breach and requiring the same to remit be remedied, has been given; 14.3.3 XXX fails to make payment for amounts of any sum due under this Agreement within forty- two (42) days of the Due Date and (b) such payment is not the subject of a bona fide dispute in accordance with clause 25; 14.3.4 XXX relies on the existence of the circumstance of Force Majeure to excuse performance under this Agreement for a continuous or cumulative period of more than ninety (90) days days; 14.3.5 subject to the restrictions imposed under Sections 23, 24, 25 and 26 of the Act, an order is made or a resolution is passed for the winding up of XXX other than a voluntary winding up for the purposes of a scheme of reconstruction or amalgamation the terms of which have previously been approved in writing by STW; 14.3.6 an administration order or a special administration order is made in respect of XXX or a petition for such an order is presented; 14.3.7 a receiver (which expression shall include an administrative receiver) is appointed in respect of XXX or all other obligations after receipt or any of written notice from its assets; 14.3.8 XXX is unable to pay its debts within the non-breaching party specifying such failuremeaning of section 123 of the Insolvency ▇▇▇ ▇▇▇▇. 10.3 NOBLE will have the right 14.4 XXX may, without prejudice to any of its other rights arising hereunder, terminate this Agreement unilaterally Agreement: 14.4.1 by not less than twenty-eight (28) days’ notice to STW; 14.4.2 by notice with immediate effect if STW ceases to be the holder of its Appointment as a water undertaker; or 14.4.3 STW is in material breach of the terms or conditions hereof and such breach (if capable of remedy) continues for thirty (30) days’ written days after notice in writing, specifying the breach and requiring the same to CERESbe remedied, (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))has been given. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in 14.5 Except where expressly stated to the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipatedcontrary, 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 under this Agreement shall cease immediately upon its termination. However, termination shall not prevent: (a) NOBLE from recovering affect any royalties due as rights, obligations or remedies which have accrued on or before the date 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 16.1 This AGREEMENT shall commence on the EFFECTIVE DATE and, unless terminated earlier as provided herein, all obligations of LTC or its AFFILIATES to any other rights of termination under this paragraphsupply LTC PRODUCTS hereunder shall expire on December 31, this Agreement shall have a term equal to:2019. 16.2 In the event that (a) on a jurisdictionOI’s twelve-by-jurisdiction basis, the term month forecast provided under Section 4.4 does not reflect any anticipated purchases of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or an LTC PROUDCT or (b) in those jurisdictions in which no purchases of an LTC PRODUCT are made for a consecutive twelve (12)-month period, either Party may terminate this AGREEMENT with respect to such LTC PRODUCT upon sixty (60) days' prior written notification to the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedother Party according to paragraph 17.1 (notice requirements). 16.3 If either OI or LTC breaches any material condition of this AGREEMENT, fifteen the aggrieved Party may give written notice of the alleged breach to the other Party. The receiving Party shall have forty-five (1545) years days from the date of notice to cure (the first sale “CURE PERIOD”) the identified default or alleged breach. If the identified default or alleged breach is not cured during the CURE PERIOD, this AGREEMENT shall terminate on the expiration of the CURE PERIOD. A failure on the part of an AFFILIATE of a LICENSED VARIETY in Party to comply with the terms of this AGREEMENT shall constitute a breach of this AGREEMENT by such jurisdictionParty. 10.2 Each party shall have 16.4 If OI becomes insolvent or enters into liquidation (excepting liquidation of a solvent company for organizational purposes) or makes an assignment for the right to benefit of creditors, or if proceedings for voluntary bankruptcy are instituted on behalf of OI, or if OI is declared bankrupt or insolvent, LTC may, at its election, terminate this Agreement unilaterally AGREEMENT immediately by giving written notice of termination to OI. 16.5 Upon any expiration or termination of the other party if 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 other party fails to satisfy its material obligationsCONFIDENTIAL INFORMATION was destroyed. However, which shall include but are not limited toone (1) copy may be retained in the receiving Party's legal files for purposes of record keeping. 16.6 Articles 12 (confidentiality), making required reports and making required payments13 (warranties), under this Agreement14 (limitation of liabilities), 15 (indemnification), and such party subsequently fails to cure such failure(s) within 18 (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 otherwisedispute resolution)). 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 paragraphs 16.5 (copy of CONFIDENTIAL INFORMATION), and this paragraph 16.6 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 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 AGREEMENT for any breach of the provisions of this Agreementreasons.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to:CONFIDENTIAL TREATMENT REQUESTED (a) This Agreement shall commence on a jurisdiction-by-jurisdiction basisthe date first set forth above and continue for an initial period of five years; provided, that if as of December 31, 2003, [ * * * ], and Rodel has not purchased from Nanophase at least [ * * * ] kilograms of Particles, the term parties shall meet in good faith to discuss the progress to date and possible adjustment of the INTELLECTUAL PROPERTY RIGHTS any targets, goals or prices previously established with respect to development and sale of Particles for applications in the respective jurisdiction covering Field (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) "Adjustment Discussions"). If within (a) thirty (30) days for failures to remit payment for amounts due under after either party has requested Adjustment Discussions, the parties have not agreed on an acceptable path forward on an exclusive basis, then either party may, by written notice delivered at the end of such thirty (30) day period, declare this Agreement to be nonexclusive, whereupon the exclusivity provisions of Sections 2 and 3 hereof shall be deemed void and this Agreement shall continue on a nonexclusive basis for the remainder of the initial term (the "Exclusivity Termination Procedure"). The parties agree to hold similar Adjustment Discussions, and adhere to the same Exclusivity Termination Procedure if (i) during 2004, Rodel has not purchased from Nanophase at least [ * * * ] kilograms of Particles for applications in the Field, or (ii) during 2005, Rodel has not purchased from Nanophase at least [ * * * ] kilograms of Particles for applications in the Field, or (iii) during subsequent years of the initial term of this Agreement, Rodel has not purchased from Nanophase agreed quantities of Particles for applications in the Field. Subject to Rodel's complying with the purchase minimums stated above (or such other quantities as the parties may agree pursuant to the Adjustment Discussions), this Agreement will renew automatically at the end of the initial term for consecutive additional periods of five years each, unless terminated by either party upon written notice delivered at least three (3) months prior to the end of any renewal period. (b) ninety This Agreement may be terminated at any time prior to expiration upon written notice by either party in the event of (90i) a material breach by the other which is not cured within thirty (30) days for all other obligations after receipt delivery of written notice from * * * CONFIDENTIAL TREATMENT REQUESTED 10 by the non-breaching nonbreaching party, or (ii) the other party specifying such failureis placed in bankruptcy or receivership. 10.3 NOBLE will have (c) This Agreement may also be terminated at any time prior to expiration upon written notice by either party in the right event of a change of control of the other party to terminate this Agreement unilaterally with an unaffiliated third party. For purposes hereof, a "change in control" means a change in the voting control of the affected party or its direct or indirect parent. Except to the extent a party's counsel reasonably determines that such disclosure is prohibited by applicable statute or regulations of the U.S. Securities and Exchange Commission, the party affected by a change of control shall give the other at least thirty (30) days’ written ' prior notice of the contemplated change. If the other party does not elect 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 as provided by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipatedthis subsection, 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 hereofcontinue in accordance with its terms as provided by Section 13, below. 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 3.1 This Agreement shall commence when having been signed by both Parties and shall, unless terminated earlier under clauses 3.3-3.5 have a term equal to:effect as long as any relevant Agreement Adden- dum(s) is/are in force. (a3.2 The Agreement and the Agreement Addendum(s) on a jurisdiction-by-jurisdiction basis, may be terminated at any time by either Party for any breach by the term other Party of the INTELLECTUAL PROPERTY RIGHTS obligations set out 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 obtainedit/them, 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 of its intention to satisfy its material obligations, which terminate. The notice shall include but are a detailed statement describing the nature of the breach. If the breach is remedied within a period of 30 days after service of the notice, the termination shall not limited totake effect. 3.3 Either Party shall be entitled to immediately terminate the Agreement and any Agreement Ad- dendum - in whole or in part - by a written notification to the other Party: (i) if the other Party commits a material breach of the Agreement or any Agreement Ad- dendum; (ii) if the other Party repeatedly commits breaches even if remedied within the period given in clause 3.2; (iii) if the other Party is either subject to an enforcement action by any regulator, making required reports and making required paymentsbeing a professional body having regulatory, supervisory or governmental authority, or ceases to be authorised under this Agreementapplicable law, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due in either case preventing the Party from per- forming its obligations under this Agreement and or the Agreement Addendum(s); (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, (aiv) if CERES seeks protection the other Party becomes bankrupt or insolvent; has sought reconstruction under any bankruptcystatute or legal process; has suffered or permitted a trustee, insolvencyliquidator, receivershipadministrator, trustreceiver, deedreceiver-manager or similar custodian to be appointed or to take possession of its property or assets; has voluntarily or involuntarily commenced proceedings for dissolution, 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 liquidation or winding up of CERES (excluding any situation where all up; or substantially all of CERES’ assets, stock or has ceased to carry on 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 ordinary course; (v) if the markets for other Party has invoked Force Majeure and it is ascertained that 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.Force Majeure will last longer than 30 days; 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 3.4 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 whatever reason – NORDUnet 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 compensation for work performed under the Agreement Addendum(s), and such SUBLICENSESagreed expenses, until the termination or the expiry of a termination notice. 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 11.1 This Agreement shall have come into force on the Effective Date and shall continue for a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the minimum term of the INTELLECTUAL PROPERTY RIGHTS 60 months and thereafter shall be renewed in the respective jurisdiction covering the LICENSED VARIETY; or (b) 60 monthly terms under prevailing renewal conditions at time of renewal until terminated by either Party 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 jurisdictionaccordance with this clause 12. 10.2 Each party 11.2 Either Party shall have the right be entitled to terminate this Agreement unilaterally after 12 months from the Effective Date by the giving of not less than 3 months’ written notice to the other. 11.3 In addition to the rights to terminate under the provisions of clause 11.1 and 11.2 above, this Licence Agreement may be terminated by either Party 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) 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 the defaulting Party in the commercially reasonable opinion of CERES event that: 11.3.1 the markets for the LICENSED VARIETY change Licensee fails or do not develop as anticipated, so as refuses to render the production, promotion pay any amount due 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 payable 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 Licensor under the provisions of this Agreement; 11.3.2 the Licensee fails to perform any of its duties as contained in this Agreement; 11.3.3 either Party becomes insolvent, goes into liquidation, has a receiver appointed over the whole or any part of its assets, enters into any compound with creditors, or has an order made or resolution passed for it to be wound up (otherwise than in furtherance of a scheme for bona fide amalgamation or reconstruction); 11.3.4 either Party materially breaches any of its duties as contained in this Agreement; or 11.3.5 there is a materially adverse change in the Programme of the Licensor such that it is no longer commercially viable for the Licensee to carry on the Licensed Programme. 11.3.6 The Licensor may terminate the Licence should the Licensor feel the Licensee is no longer suitable for the Licensed Programme or in the Licensor’s reasonable opinion, the Licensee is negligent and/or incompetent in the performance of the Services; or do not promote the best interests of the Company/ our brand and to deliver a high standard of service. 11.4 In addition to the rights to terminate under the provisions of clause 11.1, 11.2 and 11.3 above, this Agreement may be terminated immediately by either Party should the other Party commit any illegal act. 11.5 It is clarified that a Party’s right to terminate as contained in clause 11.3 above is subject to the defaulting Party’s inability to rectify the applicable default within a period of 30 days from its receipt of a notice of default from the non-defaulting Party.

Term and Termination. 10.1 Subject 9.1 This Agreement shall come into force upon signature by both parties and shall remain in force for a period of one (1) year thereafter, unless the parties agree in writing to extend the Agreement. 9.2 If either party is in material breach of any of its obligations under this Agreement and fails to remedy such breach within thirty (30) days of receipt of written notice from the other party, the non-breaching party may terminate this Agreement with immediate effect with written notice of termination to the breaching party, without prejudice of 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 jurisdictionright. 10.2 Each 9.3 In the event that either party shall become insolvent or would make an assignment for the benefit of its creditors or proceedings in voluntary or involuntary bankruptcy, files or has filed against it a petition in bankruptcy, or has a receiver appointed a substantial part of its assets, then the other 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 failurein writing. 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 9.4 Novartis may terminate this Agreement upon written notice in the event that any governmental agency takes any final action that prevents Novartis from importing, exporting, purchasing or selling a product containing the Drug Substance for more than sixty (60) days. Prior to such termination ***. 9.5 Novartis may at any time by mutualtime, upon sixty (60) days prior written agreementnotice, unilaterally terminate this Agreement if Novartis divests, out-licences or otherwise disposes of a Novartis product containing the Drug Substance. 10.6 Termination 9.6 Novartis may immediately terminate this Agreement upon written notice in the event that Supplier fails to deliver *** within *** following the Effective Date. In the event of such termination, Supplier shall promptly pay to Novartis ***. Such payment shall be without prejudice to any additional remedies expressly provided for herein which Novartis may have relating to such failure to deliver ***. 9.7 If this Agreement expires or is terminated in whole or in part for any reason, then in addition to any other remedies expressly provided for herein, Novartis shall receive shipment of all unshipped Drug Substance manufactured and/or packaged pursuant to a Firm Order, and which meet the Specifications and terms of this Agreement, at the price in effect at the time the Firm Order was placed. In addition, except where termination is by Supplier pursuant to Article 9.2 or 9.3, following termination Novartis will have the automatic right to request shipment of any unshipped Drug Substance for which Novartis has already paid. In addition, If Unigene has any additional available Drug Substance, then Novartis will have first right, but no obligation, to purchase such Drug Substance at the price in effect at the time of the termination, and, if Novartis elects to purchase, Unigene agrees to supply such Drug Substance in *** for released material and *** if the Drug Substance is prepared but not released. 9.8 Any termination or expiration of this Agreement for shall not affect any reason will not relieve either party of outstanding obligations due hereunder prior to such termination or expiration, nor shall it prejudice any obligation or liability accrued other remedies that the parties may have under this Agreement before Agreement. For avoidance of doubt, in the event of a termination by Novartis pursuant to Sections 9.4 or rescind any payments made or due before termination9.5 hereof, Novartis shall have an obligation to purchase all unshipped Drug Substance manufactured and/or packaged pursuant to a Firm Order at the price in effect for the Firm Order. Paragraphs For greater certainty, termination of this Agreement, irrespective of the cause, shall not affect the obligations and responsibilities of the parties under Article 6 and 8, 10, 11, 13, 14, 15, 16, and 17 will all of which shall survive any termination of this Agreement. 10.7 9.9 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 expiration or termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties each party 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 other all information and such SUBLICENSES. 10.10 Termination materials supplied by the other party which constitutes Confidential Information, except that following expiration or termination of this Agreement by Novartis pursuant to Sections 9.2, 9.3 or 9.6, Novartis shall not prevent:be permitted to continue using any information or documentation provided pursuant to Section 3.4. (a) NOBLE from recovering 9.10 Other than as provided in Article 6 above, Novartis shall have no liability to Supplier or to any royalties due as of termination; and (b) either third party from obtaining a remedy for any breach damages, losses, indemnity, compensation, costs or expenses of any kind for lost profits or perspective sales, investments made or expenses incurred in connection with the provisions establishment, development or maintenance of Supplier's business, markets or customers, or any other similar claims, damages, fees or payments resulting from the expiration or termination of this Agreement. In particular, the parties agree that nothing in this Agreement obliges Novartis to carry out any development or other activities relating to or incorporating the Drug Substance.

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 of termination under this paragraph, this Agreement 4.1 The LTA shall have be for a term equal to: of 12 months and shall commence on the Commencement Date and expire at midnight on the Expiry Date, unless terminated earlier in accordance with the provisions of this LTA (a) on a jurisdiction-by-jurisdiction basisthe Initial Term). For Expert Review Panel (ERP)-approved products, the LTA will be subject to early termination if the product’s ERP approval is not renewed or is cancelled. 4.2 ▇▇▇ shall be entitled to request (but the Supplier shall not be obliged to accept) to renew the LTA once for a further term of up to 12 months, and on 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 obtainedsame terms and conditions, 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 the Supplier written notice of termination its intention to renew the LTA and provide the Supplier with product forecast(s) for the next period not less than sixty (60) calendar days prior to the other party if such other party fails to satisfy its material obligationsLTAs Expiry Date, 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 (provided however that: a) the Supplier: (i) shall be entitled to review its prices to apply from the end of the Initial Term; and (ii) shall, not less than within forty five (45) calendar days before the end of the initial Term, advise ▇▇▇ in writing as to price maintenance or proposed price increases or reductions; in case of a price increase, reasonable written explanation needs to be provided to ▇▇▇; and b) ▇▇▇ shall notify the Supplier in writing within thirty (30) calendar days for failures of receipt of that notice whether it agrees to remit payment for amounts due under the revised prices. In case of any price increase, ▇▇▇ shall be entitled to revise the market share allocations. 4.3 If ▇▇▇: a) agrees to the revised prices, then the LTA shall be amended to reflect this; or b) rejects the revised prices, then the LTA shall be terminated in accordance with Article 4.1 4.4 In the event of: a) a material breach of this Agreement or applicable law or regulation by one of the Parties, which is capable of remedy and that Party has failed to remedy such breach within thirty (b30) ninety (90) calendar days for all other obligations after receipt of from having received a written notice request to remedy that breach from the non-breaching Party; or any Adverse Event or any regulatory authority taking any action, or raising any objection, that prevents the Supplier from supplying the Product, then, also as referred to Article 3.4 above, the other party specifying such failuremay terminate the LTA with immediate effect on written notice, stating the reason for the termination. 10.3 NOBLE will have 4.5 In the right event of the termination or expiry of this LTA: a) at IDA’s request, the Supplier shall deliver the outstanding Products in a prompt and orderly manner and in accordance with the terms of this LTA, and b) the Supplier acknowledges that ▇▇▇ shall only pay the Supplier for Products ordered pursuant to terminate Purchase Orders placed before the date of the termination notice or LTA expiry date and satisfactorily provided in accordance with this Agreement unilaterally LTA. 4.6 In case of failure by the Supplier to perform its obligations in accordance with thirty (30) days’ written the terms of this LTA, which may include, but is not limited to, its failure to make delivery of all or part of the Products in accordance with a Purchase Order by the delivery date or dates agreed, ▇▇▇ may, after giving the Supplier reasonable notice to CERESperform and, (without prejudice to any other rights or remedies, exercise one or more of the following rights: a) if CERES seeks protection under procure all or part of the Products from other sources, in which event ▇▇▇ may hold the Supplier responsible for any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any excess cost occasioned thereby. In exercising such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (rights ▇▇▇ shall mitigate its damages in good faith; b) in case refuse to accept delivery 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 Products; c) terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESLTA. 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 term of termination under this paragraph, this Agreement shall commence upon execution by both parties and shall expire on the later to occur of (i) September 30, 2004 or (ii) the earliest date on which licenses for all the STORES have expired ("the EXPIRATION DATE") provided that the license for any STORE (i) shall be for a period co-terminous with the lease term equal to: (aincluding options) set forth in Exhibit E, unless otherwise expressly stated in Exhibit E, and shall terminate upon expiration of such lease term, and (ii) shall be extended should LICENSEE complete a Remodel or a Second Remodel as contemplated by Section 9. If either party wishes to renew this Agreement then such party shall give notice to the other party not less than 180 (one hundred eighty) days before the EXPIRATION DATE and the parties shall meet within 90 (ninety) days after the date of that notice to discuss renewal. Nothing in this Agreement shall oblige either party to renew this Agreement on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orany terms. (b) in those jurisdictions in which If at any time LICENSOR or LICENSEE shall: (i) become bankrupt; (ii) take advantage of any state or federal insolvency law; (iii) liquidate its business; (iv) cease to function as a going concern; (v) fail to pay its debts as they come due; or (vi) make any assignment for the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedbenefit of creditors, fifteen (15) years from the date of other party, as the first sale of a LICENSED VARIETY in such jurisdictioncase may be, shall have the right to terminate this Agreement forthwith. 10.2 Each (c) If either party shall cause or permit any material breach or default of this Agreement, the other 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 CERESthe party causing or permitting the breach or default, (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 the termination shall be effective one hundred and twenty (120) daysdays after the giving of such notice, unless prior thereto the party receiving such notice cures such breach or default. The rights and remedies provided in this Section 10 shall not be exhaustive and are in addition to any other rights and remedies provided by law. (d) Except with respect to a failure to Remodel or (bSecond Remodel, the consequences of which failure are provided for in Sections 9(d) in case of dissolution and 9(e), respectively, any material breach or winding up of CERES (excluding default committed by LICENSEE with respect to any situation where STORE shall be deemed a material breach or default giving rise to LICENSOR'S right to terminate the Agreement with respect to all or substantially all of CERES’ assetsSTORES, stock or business subject to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)the opportunity to cure such breach under Section 10(c). 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 (e) Upon termination of this Agreement for any reason will not relieve either party reason, LICENSEE shall immediately cease and thereafter refrain from all use of any obligation the LICENSED MARKS and shall remove or liability accrued dispose of all STORE signage and other materials utilizing the LICENSED MARKS. (f) Upon termination of the licenses granted under this Agreement before termination or rescind with respect to any payments made or due before termination. Paragraphs 8STORE, 10, 11, 13, 14, 15, 16, LICENSEE shall cease 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 thereafter refrain 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 using 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 MARKS with respect to such SUBLICENSES pursuant to this Agreement STORE and shall remove or dispose of all retail outlet store signage for such SUBLICENSESSTORE utilizing the LICENSED MARKS. 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 Unless otherwise terminated earlier by operation of termination under law or by the acts of parties in accordance with the provisions of this paragraphAgreement, this Agreement shall have a term equal to: terminate upon the date that is twelve (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 (1512) years from the date of the first commercial sale of a LICENSED VARIETY in such jurisdictionProduct. 10.2 Each 6.2 Without prejudice to either party's rights at law or pursuant to this Agreement, either party may terminate this Agreement by giving written notice to the other party (the "Non-terminating Party") in any of the following cases: 6.2.1 A receiver or liquidator is appointed for a Non-terminating Party or if the Non-terminating Party passes a resolution for voluntary winding up, or a winding up application is made against the Non-terminating Party; or 6.2.2 There shall be commenced against the Non-terminating Party any case, proceeding or action seeking issuance of a warrant of attachment, execution, distraint or similar process against a material portion of the Non-terminating Party's assets which results in the entry of an order for such relief which shall not have been vacated, discharged or stayed or bonded pending appeal within one hundred and eighty (180) days from the entry of such order; or 6.2.3 Upon sixty (60) days written notice that the Non-terminating Party has materially breached its obligations provided that the Non-terminating Party has not cured such breach prior to the effectiveness of such notice. 6.3 Notwithstanding the foregoing, the Company shall have the right to terminate this Agreement unilaterally by giving written sixty (60) days notice of termination in writing 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 Licensor (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and by reason of force majeure; (b) ninety in the event that it is not able to find a partner for the further development and commercialization of the Product(s); or (90c) days it is not able to obtain FDA approval of an NDA for all other obligations after receipt the use of written notice from the non-breaching party specifying such failureProduct(s) in the Field of Use. 10.3 NOBLE will 6.4 Notwithstanding the foregoing, the Licensor shall have the right to terminate this Agreement unilaterally with thirty by giving sixty (3060) days’ written days notice in writing 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 the Company in the event that the Company has not submitted an NDA to the FDA by December 31, 2007, or, after submission, has not used commercially reasonable opinion of CERES efforts consistent with sound and reasonable business and clinical practices and judgment to cure 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 SUBLICENSEESfile. 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 17.1 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, 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 such reduction. 17.2 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 17.3 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. Nothing in this Section 17 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 17.4 The provisions of Sections 2, 6, 14, 18, 19 and Paragraphs 21.5 and 21.8 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 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) SPRI may terminate this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not preventor any Project without cause upon written notice to AMRI under the following conditions: (ai) NOBLE from recovering if SPRI desires to terminate the Agreement or any royalties due Project within thirty (30) days written notice to AMRI and wind-down any Projects, AMRI shall reduce the then current number of Full-Time Equivalents (“FTE, defined as a [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] or [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]) for such Projects at the rate of terminationno less than [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] per month until the total number of [/*[CONFIDENTIAL TREATMENT REQUESTED]*/]; andor (bii) either party from obtaining if SPRI desires to terminate the Agreement or any Project immediately upon thirty (30) days written notice to AMRI, then SPRI shall pay AMRI a remedy for any breach of [/*[CONFIDENTIAL TREATMENT REQUESTED]*/] that AMRI would have billed under the provisions of this Agreementreduction in Services as described in E.3.d.(i) above using the then current annual [/*[CONFIDENTIAL TREATMENT REQUESTED]*/].

Term and Termination. 10.1 Subject 13.1 This Agreement will come into effect on the date first before written and will continue in effect for a period of five (5) years, commencing on the date on which the Principal submits its first order for Products under Section 2.2 hereof (the “Commencement Date”). Each one (1) year period beginning on the Commencement Date or an anniversary thereof shall be referred to herein as a “Contract Year.” The parties hereto agree that at least twelve (12) months before the said termination date they shall enter into good faith negotiations for a period of three (3) months with a view to seeking to agree terms for a new agreement between the parties and having any other rights resultant agreement executed by the parties. 13.2 In the event of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term one of the INTELLECTUAL PROPERTY RIGHTS parties being 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 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 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, the non-defaulting party may give written notice to the defaulting party of the breach and such party subsequently fails indicate its intention to cure such failure(s) terminate the Agreement if the breach is not remedied to its reasonable satisfaction within (a) thirty (30) days after receipt for failures the notice. It shall, at the Principal’s option, constitute a default hereunder which shall not be subject to remit payment for amounts due remedy or cure if the Manufacturer fails to timely deliver Products hereunder, or delivers Products that do not meet the specifications set forth in Schedule 2 hereto, on three (3) or more occasions, in which event the Principal shall also be entitled to receive from the Manufacturer whatever damages may be legally available to it, including but not limited to any costs incurred by the Principal in excess of the price payable under this Agreement to obtain goods and (b) ninety (90) days services to replace those to have been provided by the Manufacturer under this Agreement for all other obligations after receipt the remainder of written notice from the non-breaching party specifying term of this Agreement in the absence of such failuretermination. 10.3 NOBLE will have the right 13.3 The Principal shall be entitled 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 event that it has not received from the markets United States Food and Drug Administration all approvals necessary in order for the LICENSED VARIETY change or do not develop as anticipated, so as Principal to render sell 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 Products in the field on United States with no milk discard requirement and the termination date, and NOBLE will grant CERES access Principal notifies the Manufacturer that it is abandoning its efforts to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seedobtain such approvals. 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 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 23.1 Subject to any other rights this Article 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, 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) be thirty (30) days years commencin- g from the Effective Date. 23.2 At the end of the term provided for failures to remit payment for amounts due under in Article 23.1, provided that this Agreement has not earlier been termsiated, the Parties may negotiate concerning the terms and (b) ninety (90) days for all other obligations after receipt conditions of written notice from a further agreement with respect to the non-breaching party specifying such failure. 10.3 NOBLE will have the right Contract Area or any part thereof, but no failure 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 enter 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 further agreement shall give rise 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 arbitration pursuant to Paragraph 10.2Article 24 hereof 23.3 Subject to Article 22, 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 result upon the occurrence of any of the following: a) the relinquishment or surrender of the entire Contract Area; b) the termination of the Exploration Period in- dud* extensions pursuant to Article 3 without notification by Contractor of commerciality pursuant to Article 8 in respect of a Discovery of Petroleum in the Contract Area, provided however Termination shall not affect occur while Contractor has the rights right to evaluate a Discovery for appraisal or commerciality and/or propose a Development Plan pursuant to Articles 8 or 14, or once a Development Plan has been approved, nor when the provisions of Articles 8.13 through 8.19 are applicable; c) if, following a notice that a Discovery is commercial the Exploration Period terminates under Article 3 without a Development Plan being approved, provided however that Termination shall not occur when the provisions of Articles 8.13 through 8.19 are applicable; or d) the failure of Contractor through any cause other than Force Majeure, to commence preparations with respect to Development Operations pursuant to Article 8.11. 23.4 Subject to Article 22 and pursuant to procedures described in Article 23.5 below GNPC and/or the State may terminate ate this Agreement upon the uncorrected occurrence of any of the events (or failures to act listed) below: a) the submission by Contractor to GNPC of a written statement which Contractor knows or should have known to be false, in a material particular; provided that in the event of intent on the part of Contractor to cause serious damage to G-NPC or the State, a period for remedy of such false statement shall not be given; b) the assignment or purported assignment by Contractor of this Agreement contrary to the provisions of Article 25 hereof; c) the insolvency or bankruptcy of Contractor, the entry by Contractor into any agreements or composition with its creditors, taking advantage of any law for the benefit of debtors or Contractor's entry into liquidation, or receivership, whether compulsory or voluntary, and there is thereby justifiable anticipation that the obligations of Contractor hereunder will not be performed; d) the parties accrued prior to termination hereof. 10.9 Upon termination intentional extraction by Contractor of any material of potential economic value other than as authorised under this Agreement, no existing SUBLICENSES granted or any applicable law except for such extraction as may be unavoidable as a result of Petroleum Operations conducted in accordance with accepted petroleum industry practice. e) failure by CERES or AFFILIATED COMPANIES Contractor i) to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, fulfill its minimum work obligations pursuant to Article 4.2; save where the election of each SUBLICENSEE. NOBLE shall continue Minister has waived the default; or ii) to be entitled to payments relating to such SUBLICENSES carry out an approved Appraisal Programme undertaken by Contractor pursuant to this Agreement Article 8, unless Contractor notifies GNPC and such SUBLICENSES. 10.10 Termination the Minister that the Appraisal Programme should be amended and submits said amendment to the JMC for its review; 0 substantial and material failure by Contractor to comply with any 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.its obligations pursuant to Article 7.1 hereof;

Term and Termination. 10.1 Subject to any other rights 13.1 This Agreement shall be effective on the date first written above and shall continue for a period of termination under this paragraphtwo (2) years (the "Initial Term"). 13.2 Upon the expiration of the Initial Term, this Agreement shall have a term equal to: automatically renew for successive terms of one (a1) on a jurisdiction-by-jurisdiction basisyear ("Renewal Terms") each, unless 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 Fund or Investor Services Group provides written notice of termination to the other of its intent not to renew. Such notice must be received not less than ninety (90) days and not more than one-hundred eighty (180) days prior to the expiration of the Initial Term or the then current Renewal Term. 13.3 In the event a termination notice is given by the Fund, all expenses associated with movement of records and materials and conversion thereof to a successor service provider will be borne by the Fund. 13.4 If a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a "Defaulting Party") the other party (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party, and if such other party fails to satisfy its material obligations, which breach 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) have been remedied 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 such written notice from is given, then the nonNon-breaching party specifying such failure. 10.3 NOBLE will have the right to Defaulting Party may terminate this Agreement unilaterally with by giving thirty (30) days’ days written notice of such termination to CERESthe Defaulting Party. If Investor Services Group is the Non-Defaulting Party, (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 constitute a waiver of any other rights or remedies of Investor Services Group with respect to services performed prior to such termination of rights of Investor Services Group to be reimbursed for out-of-pocket expenses. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights and obligations it might have under this Agreement or otherwise against the Defaulting Party. 13.5 Should the Fund desire to move any of the parties accrued services outlined in this Agreement to a successor service provider prior to termination hereof. 10.9 Upon the expiration of the Initial Term or any renewal Term, or without the required notice period, Investor Services Group shall make a good faith effort to facilitate the conversion on such prior date, however, there can be no guarantee that Investor Services Group will be able to facilitate a conversion of services on such prior date. Should services be converted to a successor service provider, or if the Fund is liquidated or its assets merged or purchased or the like with another entity, prior to the end of the required notice period, payment of fees to Investor Services Group shall be accelerated to a date prior to the conversion or termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES services and calculated at the asset levels on the date notice of termination was given 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 SUBLICENSESInvestor Services Group. 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 7.1 This Agreement shall have commence on the Effective Date, and unless earlier terminated as stated below, will continue for a term equal toperiod of five (5) Contract Years (“Initial Term), automatically renewing on an annual basis thereafter for additional single Contract Year terms. 7.2 This Agreement may be terminated as follows: (ai) 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 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 to the other party effective immediately (a) upon the institution by such other party of voluntary proceedings in bankruptcy or insolvency, or (b) sixty (60) days after the commercially reasonable opinion filing of CERES an involuntary petition under any bankruptcy or insolvency law (unless such petition is dismissed or set aside within such 60-day period) against the markets other party, or (c) sixty (60) days after the appointment of a receiver or trustee for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale assets of business of the LICENSED VARIETY uneconomical other party (unless such appointment is dismissed or impractical set aside within such 60-day period); (ii) if either party shall have committed a material breach and such material breach remains uncured and continues for a period of thirty (30) days following receipt of notice thereof by the non-breaching party, the non-breaching party may terminate this Agreement upon additional written notice given on or if CERES decides to cease substantially all activities in SWITCHGRASSafter the expiration of such thirty (30)-day period; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES.or 10.5 The parties (iii) AMYLIN may terminate this Agreement at any time by mutual, giving MALLINCKRODT at least thirty (30) days 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 notice in its possession and promptly upon harvesting, any each 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 preventfollowing situations: (a) NOBLE from recovering upon notice by the FDA or other applicable Government Agency that MALLINCKRODT has failed successfully to complete its Pre- Approval Inspection or equivalent non-United States inspection by failing adequately to respond to any royalties due as FDA or other applicable Government Agency findings within thirty (30) days of termination; andinspection, and therefore is not an approved commercial supplier of Product, (b) upon notification by the FDA or other applicable Government Agency that it will not approve any NDA filed in the United States relative to Product, (c) upon withdrawal by AMYLIN of any Investigational New Drug Application containing Product, (d) if AMYLIN reasonably determines that discontinuation of all development and commercialization of Product is in the best interests of AMYLIN, and AMYLIN takes reasonable steps in order to discontinue all development and commercialization efforts by AMYLIN, its agents and licensees, or (e) in the event of a Force Majeure event preventing or impairing MALLINCKRODT’s performance hereunder which event has existed for at least ninety (90) continuous days; (iv) AMYLIN may terminate this Agreement, in its sole discretion, at any time following the Initial Term, without cause, by providing at least ninety (90) days prior written notice to MALLINCKRODT; or (v) either party from obtaining may terminate this Agreement, effective as of the end of the Initial Term or any Contract Year renewal term following the Initial Term, by providing written notice to the other party hereunder at least one (1) year prior to the effective date of such termination, which notice may be sent at any time on or after the fourth (4th) Contract Year of this Agreement. The parties acknowledge that the Collaboration Partner shall have the right, but not the obligation, to cure a remedy breach of any material provision of this Agreement by Amylin if Amylin does not do so. 7.3 In the event of a termination by AMYLIN pursuant to subclauses (b), (c) and (d) of subparagraph (iii), subparagraph (iv) or subparagraph (v) of Paragraph 7.2 above, AMYLIN shall compensate MALLINCKRODT for (i) all inventory of finished Product then held by MALLINCKRODT at the applicable Product Price, (ii) MALLINCKRODT’s direct manufacturing costs for all then existing work-in-process with respect to Product and (iii) all actual costs of MALLINCKRODT for existing raw materials inventory to be used in any manner in connection with manufacture hereunder, in each case as the foregoing exist on and as of the effective date of such termination, and in each case to the extent related to purchase orders received by MALLINCKRODT through the effective date of termination. 7.4 Termination or expiration of this Agreement through any means or for any reason shall not relieve the parties of any obligation accruing prior thereto and shall be without prejudice to the rights and remedies of any party with respect to any antecedent breach of any of the provisions of this Agreement. The representations and warranties of the parties, which by their terms have effect after termination or expiration hereof, and the parties’ confidentiality and indemnification obligations, as well as this Paragraph 7.4, shall survive termination or expiration of this Agreement.

Term and Termination. 10.1 Subject to any other rights of termination 13.1 Royalty obligations under this paragraphArticle 7.2 shall expire on a country per country basis, this Agreement shall have a term equal toupon the earlier of: (ai) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or ten (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (1510) years from the date the first Marketing Authorization is granted in the corresponding country; (ii) the introduction in the corresponding country of a competing product containing the Compound, as from the date the competing product's marketing authorization is granted, or such competing product is launched, whichever is earlier; (iii) the introduction in the corresponding country of any pharmaceutical product constituting or resulting from breach of any of the first warranties appearing in the fifth paragraph of the preamble of this Agreement. Upon expiry of royalty obligations pursuant to this Article 13. 1, SCRAS shall give preference to NEUREX as the Product supplier, unless third parties offer the Compound or the Product for sale to SCRAS providing SCRAS with over ten percent (10%) increase of SCRAS' gross margin (after deduction of all costs of goods) on the sale of a LICENSED VARIETY the Product in the Territory, in which case SCRAS shall be free to purchase the Product from such jurisdictionthird parties. 10.2 Each party shall have the right to terminate 13.2 Unless otherwise terminated, this Agreement unilaterally by giving written notice shall expire upon the latest of: expiration, lapse, or invalidation of termination to the last remaining Patent in the Territory; or (ii) twenty (20) years as from the Effective Date. 13.3 Should one of the following event affect either party, the other party may terminate this Agreement: (i) Either party becomes insolvent, is declared bankrupt, put into liquidation, whether voluntarily or by court decision, is obliged to make an assignment of its assets to the benefit of any third party or requests the appointment of a receiver or is subject to a similar procedure; (ii) Either party is in breach hereunder and has not cured such default within thirty days following the receipt of a notice sent to it to that effect by the non defaulting party; (iii) Force majeure events, as hereinafter defined, preventing either party from fulfilling its obligations hereunder during a period of more than three consecutive months, if such no mutually acceptable solution is agreed upon by the parties forthwith after the expiration of the three month period. 13.4 Earlier termination of this Agreement under Article 13.3 shall not require resort to any court or compliance with any other formality, and in case of earlier termination under Article 13.3 (ii), shall not prejudice the right of the non defaulting party fails to satisfy its material obligationsrecover any damages for breach of this Agreement. Any and all amounts outstanding at the date of earlier termination under Article 13.3 shall remain due and be paid on due date as provided herein. 13.5 In case of earlier termination of this Agreement under Article 13.3, which NEUREX shall include but are not limited to, making required reports and making required payments, under refund SCRAS all creditable advanced royalty payments made by SCRAS pursuant to Article 7.3 of this Agreement, that have not been fully compensated with royalties due by SCRAS pursuant to Article 7.2 of this Agreement, without prejudice to the provisions of Article 13.4. 13.6 Upon earlier termination of this Agreement, NEUREX may upon notice to SCRAS within two months following such termination, (i) elect to purchase all quantities of Product then in the possession of SCRAS, at the actual Product Transfer Price, or (ii) authorize SCRAS to pack and label the Product with the remaining inventory of Product and to sell all such party subsequently fails remaining Product during a period not to cure exceed nine (9) months following the date of such failure(s) within (a) thirty (30) days termination, period after which any Product inventory held by SCRAS shall be destroyed. If NEUREX exercises such purchase option, NEUREX shall bear the expenses of any further transportation of such quantities, and shall pay for failures such quantities upon satisfactory quality control completion to remit payment for amounts due under be made forthwith as from the Compound or Product delivery to NEUREX. 13.7 Except as provided in Article 13.6 hereabove, after earlier termination 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 SCRAS 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 no further rights in the commercially reasonable opinion of CERES Patents, the markets for Trademark, the LICENSED VARIETY change Marketing Authorization Files and Marketing Authorizations, and shall not, either directly or do not develop as anticipatedindirectly, so as to render use or permit the production, promotion and sale use of the LICENSED VARIETY uneconomical same 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 VARIETYpromotional procedures, whether directly methods or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination documentation relating to the Product. Upon earlier 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 8whatsoever, 10, 11, 13, 14, 15, 16, SCRAS shall undertake all proceedings in order to transfer all Marketing Authorizations 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 Trademark registrations should such registrations be in the field on the termination datename of SCRAS or any Affiliate, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES NEUREX or to any other than seedthird party as may be indicated by NEUREX. 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 take effect the Effective Date, and shall remain in full force for a Period of eight (8) years from the date, unless sooner terminated in accordance with the terms of this Agreement. The parties hereto are entitled to offer in writing, ninety (90) days immediately prior to expiration, to negotiate in good faith to extend the term of this Agreement. Upon mutual agreement of the parties hereto, this Agreement may be renewed or extended for successive terms, pursuant to mutual agreed terms and conditions. Either party may, without prejudice to any other rights of termination under this paragraphor remedies, terminate this Agreement by giving a written notice to the other such written notice shall have a term equal totake immediate effect, if any of the following events should occur: (a) on if either party fails to make any payment to the other when due under this Agreement and such failure continues for more than thirty (30) calendar days after receipt of a jurisdiction-by-jurisdiction basis, written notice specifying the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; ordefault; (b) If DNA makes what would generally be regarded by standards applicable in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date United States any obscene or pornographic use of the first sale Licensed Property; or any use of a LICENSED VARIETY the Licensed Property disparaging of DWANGO or its products or services; or any use that is unlawful in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to Territory or encourage activities which are unlawful in the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports Territory; and making required payments, under this Agreement, and such party subsequently DNA fails to cure or cease such failure(s) use 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.DWANGO; 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (ac) if CERES seeks protection either party: ( i) makes an assignment for the benefit of creditors of any interest subject to this Agreement; (ii) files a petition or application under any bankruptcyforeign, insolvencystate, receivershipor United States Bankruptcy act, trustreceivership statute or similar act or statute, deedas they now exist or are hereafter amended; or (iii) is the subject of such an above referenced petition or application filed by a third party, creditors arrangement and such petition or comparable proceeding or if any application is not resolved favorably for such proceeding is instituted against CERES (and not dismissed party within one hundred twenty eighty (120180) daysdays thereafter; (d) 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 Failure by DNA to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, launch its service within 2 years after the Execution Date and/or if DNA discontinues operation of law or otherwise)). 10.4 CERES may the service thereafter for a continuous period of more than 6 consecutive months and the service is not restarted within 60 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 SUBLICENSEESsuch from Dwango. 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 13.1 This Agreement shall commence on and become effective on the Effective Date provided that it has been lawfully executed by all Parties and will expire when the Services have been completed or terminated in accordance with this Section 13 (the “Term”). In respect of any part(s) of the Services which have been performed before the Effective Date the Parties agree that the performance of those part(s) shall be deemed to have been performed during the Term and governed by the terms of this Agreement. 13.2 Subject to force majeure and notwithstanding Section 13.1, either Party (“Non-Defaulting Party”) may terminate this Agreement before expiry of the Term with immediate effect upon written notice to the other Party (“Defaulting Party”) if: 13.2.1 the Defaulting Party fails to pay any other rights of termination sum payable under this paragraph, Agreement thirty (30) days after a written demand issued after the original due date; 13.2.2 the Defaulting Party makes or has made a material misrepresentation or commits a material breach of its obligations under this Agreement shall have a term equal to: and, if the breach is capable of remedy, fails to remedy it during the period of thirty (a30) days starting on a jurisdictionthe date of receipt of notice from the Non-by-jurisdiction basisDefaulting Party generally identifying the breach and requiring it to be remedied. Notwithstanding the foregoing, in the event the alleged breach in question is not reasonably capable of cure within the foregoing thirty (30) day period, but is otherwise capable of being cured within an additional one hundred fifty (150) days, the term Defaulting Party may submit a reasonable cure plan prior to the end of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or such initial thirty (b30) in those jurisdictions day cure period, in which case, the LICENSED VARIETY Non-Defaulting Party shall not have the right to terminate under this Section 13.2.2 with respect to such alleged breach for so long as the Defaulting Party is sold but no INTELLECTUAL PROPERTY RIGHTS are obtaineddiligently implementing such cure plan, fifteen provided, however, that if the Defaulting Party fails to cure such breach (15even if diligently implementing a cure plan) years within one hundred eighty (180) days from the date of the first sale written notice identifying the material breach in reasonable detail, then the Non-Defaulting Party may terminate under this Section 13.2.2 upon expiration of a LICENSED VARIETY in such jurisdictionone hundred eighty (180) day period. 10.2 Each party shall have 13.2.3 (i) the Defaulting Party is deemed unable to pay its debts within the meaning of Sections 17, 18 or 19 of the German Insolvency Act, or (ii) the assets of the Defaulting Party became part of insolvency proceedings, such right to terminate not existing if and as long as the (provisional) administrator continues business operations of the Defaulting Party and payments and counter payments are guaranteed for the time of administration, or (iii) an application to open insolvency proceedings at the Defaulting Party has been dismissed due to lack of assets; or (iv) any shareholders’ meeting is convened for the dissolution of the Defaulting Party. 13.2.4 the Defaulting Party ceases to carry on its business for a period of no less than sixty (60) days; 13.2.5 the Defaulting Party suffers, or there occurs in relation to that Party, any event which in the reasonable opinion of the Non-Defaulting Party is analogous to any of the events mentioned in Sections 13.2.1 to 13.2.4; 13.3 Notwithstanding Section 13.1 ▇▇▇▇▇▇▇▇▇▇ and Ultragenyx may terminate this Agreement unilaterally by giving written notice or any part 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) Services on 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 advance written notice from if the non-breaching party specifying such failure. 10.3 NOBLE will have Steering Committee concludes that the right to Services cannot technically or scientifically or in any other way be delivered in accordance with this Agreement, and Ultragenyx may 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) hereunder as set forth 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 Section 3.2 above. In the event this Agreement relates are acquired by a third party (whether by saleis terminated in accordance with this Section 13.3, acquisition, merger, operation of law or otherwise))Ultragenyx shall pay to ▇▇▇▇▇▇▇▇▇▇ the sums specified pursuant to Section 13.5. 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 13.4 Ultragenyx may terminate this Agreement at any time before completion of the Services by mutual, written agreement. 10.6 Termination of giving no less than sixty (60) days advance notice in writing to ▇▇▇▇▇▇▇▇▇▇. In the event Ultragenyx elects to terminate this Agreement for any reason will not relieve either party of any obligation or liability accrued under in accordance with this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8Section 13.4, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES it shall pay to ▇▇▇▇▇▇▇▇▇▇ the sums specified 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 seedSection 13.5. 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 take effect the Effective Date, and shall remain in full force for a Period of twenty-five (25) years from the date, unless sooner terminated in accordance with the terms of this Agreement. The parties hereto are entitled to offer in writing, ninety (90) days immediately prior to expiration, to negotiate in good faith to extend the term of this Agreement. Upon mutual agreement of the parties hereto, this Agreement may be renewed or extended for successive terms, pursuant to mutual agreed terms and conditions. Either party may, without prejudice to any other rights of termination under this paragraphor remedies, terminate this Agreement by giving a written notice to the other such written notice shall have a term equal totake immediate effect, if any of the following events should occur: (a) on if either party fails to make any payment to the other when due under this Agreement and such failure continues for more than thirty (30) calendar days after receipt of a jurisdiction-by-jurisdiction basis, written notice specifying the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; ordefault; (b) If DNA makes what would generally be regarded by standards applicable in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date United States any obscene or pornographic use of the first sale Trademarks; or any use of a LICENSED VARIETY the Trademarks disparaging of DWANGO or its products or services; or any use that is unlawful in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to Territory or encourage activities which are unlawful in the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports Territory; and making required payments, under this Agreement, and such party subsequently DNA fails to cure or cease such failure(s) use 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.DWANGO; 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (ac) if CERES seeks protection either party: ( i) makes an assignment for the benefit of creditors of any interest subject to this Agreement; (ii) files a petition or application under any bankruptcyforeign, insolvencystate, receivershipor United States Bankruptcy act, trustreceivership statute or similar act or statute, deedas they now exist or are hereafter amended; or (iii) is the subject of such an above referenced petition or application filed by a third party, creditors arrangement and such petition or comparable proceeding or if any application is not resolved favorably for such proceeding is instituted against CERES (and not dismissed party within one hundred twenty eighty (120180) daysdays thereafter; (d) 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 Failure by DNA to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, launch its service within 2 years after the effective date and/or if DNA discontinues operation of law or otherwise)). 10.4 CERES may the service thereafter for a continuous period of more than 6 consecutive months and the service is not restarted within 60 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 SUBLICENSEESsuch from Dwango. 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 term of termination under this paragraph, this Agreement shall have commence on January 28, 2008 and shall continue for a term equal to: (a) on a jurisdiction-by-jurisdiction basisperiod of 3 years through January 27, 2011, unless sooner terminated in accordance with the provisions hereof. The parties acknowledge and agree that the term of this Agreement may be extended in writing signed by both parties for an additional one year (extending the INTELLECTUAL PROPERTY RIGHTS in term until January 27, 2012). b. Upon 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 occurrence of a LICENSED VARIETY in such jurisdiction. 10.2 Each Breach (as defined below) of this Agreement, the non-breaching party shall have the right to may terminate this Agreement unilaterally by giving Agreement, at its option and upon written notice of termination to the other party if such other party fails breaching party, and except as provided herein, may seek any and all remedies available at law or in equity in connection with the Breach. c. A Breach of this Agreement is defined as: (i) USF’s or Customer’s, as the case may be, failure to satisfy its perform any material obligationsterm, which shall include but are not limited to, making required reports and making required payments, under covenant or agreement contained herein or in any document or instrument delivered pursuant to or in connection with this Agreement, and such party subsequently fails to cure such failure(s) within (a) which failure continues uncured for 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 of such failure has been delivered by the non-breaching party specifying party; provided, however, that if such failure. 10.3 NOBLE will have failure has previously occurred during the preceding six (6) months, the cure period shall be fifteen (15) days; provided, further, that there shall be no right to terminate this Agreement unilaterally cure for failure by Customer to make timely payments in accordance with thirty the payment terms established in Section 5 above; or (30ii) days’ written notice Either party’s application for or consent to CERESthe appointment of a receiver, (a) if CERES seeks protection custodian, trustee or liquidator; inability to pay its debts as such debts become due; general assignment for the benefit of its creditors; commencement of a voluntary case under the United States Bankruptcy Code; filing of a petition seeking to take advantage of any other law of any jurisdiction relating to bankruptcy, insolvency, receivershipreorganization, trustwinding-up, deed, creditors arrangement or comparable proceeding composition or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) readjustment of debts 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 commencement by a third party of a proceeding commenced for any similar relief under any law of any jurisdiction relating to bankruptcy, insolvency, reorganization, winding-up, or readjustment of its debts, and such proceeding shall continue undismissed for a period of Ninety (whether by sale, acquisition, merger, operation of law or otherwise))90) days. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in d. Notwithstanding anything contained herein to the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipatedcontrary, 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 either party may terminate this Agreement at any time by mutual, without cause upon sixty (60) days prior written agreementnotice. 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 Agreement shall have a term equal to: (a) on The term (“Term”) of this Agreement and of Executive's employment hereunder shall commence as of July 1, 2004 and shall continue for a jurisdiction-by-jurisdiction basis, the term period 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 thereafter (the date “Initial Term”) unless earlier terminated as provided in Section 3(b) of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party this Agreement. Executive shall have the right to terminate this Agreement unilaterally by giving written notice of termination renegotiate an additional one (1) year to the other party if such other party fails to satisfy its material obligationsInitial Term, which shall include but are not limited to, making required reports and making required payments, under at any time beyond the first anniversary of this Agreement, so long as the Term shall not exceed five (5) years. As of the date hereof, the Term has been extended, by one year, until July 1, 2010. (b) Executive's employment under this Agreement shall terminate upon Executive's death. Executive s employment hereunder may also be terminated (i) upon mutual agreement of Executive and the Company; (ii) unilaterally by the Company, upon written notice to Executive, for Good Cause (as defined in Section 3(c) below); or (iii) upon written notice to Executive if Executive shall at any time be unable to perform the essential functions of his job hereunder, by reason of a physical or mental illness or condition with or without reasonable accommodation, for a continuous period of one hundred eighty (180) consecutive days, as certified by a physician or physicians selected by the Board. (c) As used in this Agreement, "Good Cause" means: (i) any act of fraud or dishonesty; (ii) any act of theft or embezzlement; (in) the breach of any material provision of this Agreement by Executive (provided that such party subsequently fails to cure such failure(s) breach is not cured by Executive 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 receiving written notice of such breach from the non-breaching party specifying such failure. 10.3 NOBLE will have Company); (iv) violation of the right policies and procedures of the Company or the Subsidiary (v) failure to terminate this Agreement unilaterally comply with thirty the written directions of the Board; (30vi) days’ written notice to CERES, engaging in any unlawful harassment or discrimination; (avii) if CERES seeks protection under the conviction of Executive of any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement crime involving moral turpitude (whether felony or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) daysmisdemeanor) or involving any felony; (bviii) in any act of moral turpitude by Executive that materially adversely affects the Company, the Subsidiary, or any Other Affiliates and any of their business reputations; (ix) violation of state or federal securities laws; or (x) any other matter constituting "good cause" under the laws (including inter alia, statutes, regulations or judicial 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 law) 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 State of the LICENSED VARIETY, whether directly or through any SUBLICENSEESGeorgia. 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 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 Section 9.1. The term of termination under this paragraph, this Agreement ("Term") shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basisbe perpetual, 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----------- unless termination occurs pursuant to Section 9.2. 10.2 Each party Section 9.2. Licensor shall have the right to terminate this ----------- Agreement unilaterally immediately by giving written notice to Licensee upon the occurrence of any one (1) or more of the following events: (a) Licensee fails to deliver to Licensor or to maintain in full force and effect the insurance referred to in Section 7.4; or (b) Licensee or its Manufacturing Agents fail to commence and diligently pursue the cure of any breach by them of any provision of this Agreement, except those described in Sections 9.2(c) and (d), within ten (10) days of receipt of Licensor's written notice of termination such breach or to the other party if effect 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 of receipt of such written notice; or (bc) ninety The failure or refusal of Licensee or its Manufacturing Agents: (901) to, within ten (10) days for all other obligations after of receipt of Licensor's written notice from instructions issued regarding the non-breaching party specifying quality standards of the Licensed Trademarks and Products, respond to such failure. 10.3 NOBLE will have the right instructions and commence a diligent attempt at cure, or to terminate this Agreement unilaterally with effect such cure within thirty (30) days’ written notice days of receipt of such instructions; (2) to CERESperform, or comply with, any provision contained in Article V which failure results in the production for sale of Products that are unsafe or unfit for human consumption; or (ad) if CERES seeks protection under An involuntary recall of Products bearing the Licensed Trademarks for reasons directly or indirectly related to the safety of such Products and attributable to the acts or omissions of Licensee or its Manufacturing Agents; or (e) The insolvency of Licensee; an assignment by Licensee for the benefit of its creditors; the failure of Licensee to obtain the dismissal of any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement involuntary bankruptcy or comparable proceeding or if any reorganization petition filed against it within sixty (60) days from the date of such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case filing; the failure of dissolution or winding up Licensee to vacate the appointment of CERES (excluding any situation where a receiver for all or substantially all any part of CERES’ assets, stock its business within sixty (60) days from the date of such appointment; or business to which the dissolution of Licensee. Section 9.3. If 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 is terminated 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.Section ----------- 9.2

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 Subject to any other rights of termination under this paragraph, this (a) This Agreement shall have a term equal toof five (5) years from the Initial Closing Date (the “Term”). (b) Subject to Section 15(b), Company and Seller shall have the right to terminate this Agreement: (ai) on a jurisdiction-by-jurisdiction basisupon (****) prior written notice to the other Party in any of the following circumstances: (A) any representation or warranty made by the other Party shall prove to have been incorrect in any material respect when made and shall not have been corrected within thirty (30) days after written notice thereof has been given to such other Party; provided, that incorrect representations or warranties under Section 11 shall be deemed cured to the extent Seller repurchases the affected Receivable(s) pursuant to Section 20; (B) subject to Sections 18(c), 18(d) and 18(e) below, the term of other Party shall fail to perform or observe, in any material respect, any obligation, covenant or agreement contained in this Agreement and such failure shall continue for thirty (30) days after written notice thereof has been given to such other Party; (ii) upon (****) prior written notice to the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETYother Party: (A) If an Insolvency Event shall occur with respect to such other Party; or (bB) If there is any change in those jurisdictions any Applicable Law that could reasonably be expected to result in which a (x) Material Adverse Effect with respect to Seller, the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedProgram or this Agreement or (y) materially and adversely affect Company’s interest in, fifteen (15) years from or the date value or collectability of, the Receivables, in either case, such that the Cumulative Net Yield would be, in the good faith and reasonable judgment of the first sale Party wishing to terminate this Agreement, below the Net Yield Floor (****) (“Material Adverse Change in Applicable Law”); provided that, prior to giving a notice of termination under this Section 18(b)(ii)(B), the Party who wishes to terminate this Agreement shall deliver a LICENSED VARIETY notice to the other Party, together with supporting documentation demonstrating that such Material Adverse Change in such jurisdictionApplicable Law has occurred and requesting that the other Party engage in good faith renegotiation of the terms of this Agreement designed to offset the adverse economic effect of the Material Adverse Change in Applicable Law. If Company and Seller, after negotiating in good faith for a period of not less than thirty (30) days, have not agreed to mutually agreeable modifications of this Agreement, then the Party who wishes to terminate shall be entitled to provide notice of termination under this Section 18(b)(ii)(B). 10.2 Each party (iii) Unless otherwise specified in this Section 18(b)(iii), immediately by written notice to the other Party in any of the following circumstances: (A) the Initial Closing Date has not occurred by October 31, 2018; provided that, the Party seeking termination is not the cause of such delay. (B) there shall occur any change in any Applicable Law, which change makes it illegal for Company to purchase or own, or for Seller to originate and/or sell, the Receivables or otherwise operate the Program. (c) Seller shall have the right to terminate this Agreement: (i) Upon (****) prior written notice to Company in any of the following circumstances: (A) From and after the Initial Closing Date, Company fails to have (****), and has not corrected (****) within thirty (30) days after written notice thereof has been given to Company. (B) From and after the Initial Closing Date, Company shall have failed to have a (****), and has not corrected (****) within thirty (30) days after written notice thereof has been given to Company. (ii) Upon (****) prior written notice to Company if Company defaults on its obligations set forth in Sections 2, 3(b), 3(c) or 4(e) of this Agreement and fails to cure such default within two (2) Business Days; provided that, if Company has not cured this default within such two (2) Business Day period, Seller shall be entitled to mitigate the loss caused by such breach by offering the Forward Flow Receivables related to new Accounts following such termination date that would ordinarily be allocated to Company to any other Person and the obligations of Seller in Sections 2, 3(b) and 4(e) solely with respect to Company for such Receivables shall cease to be of any further force and effect; provided, however, that, for the avoidance of doubt, Company shall have no obligation to purchase any such Forward Flow Receivables subsequently originated from such new Accounts. (iii) Upon (****) prior written notice to Company if (****); provided, however, that prior to any such termination, (A) the Parties agree to negotiate in good faith for (****). (d) Subject to Section 15(b), Company shall have the right to terminate this Agreement unilaterally by giving upon (****) prior written notice to Seller in any of termination to the other party if such other party following circumstances: (i) (****). (ii) (****). (iii) (****). (iv) If Seller fails to satisfy its material obligations, which shall include but are not limited to, making required reports deliver the Daily Receivables Sale Statement and making required payments, under this Agreementeffect the sale of the Receivables identified therein, and such party subsequently fails failure has not been cured within five (5) Business Days. (v) Seller shall (A) cease to cure such failure(sbe in good standing with any Regulatory Authority having oversight over the operations of Seller or (B) within become subject to any Applicable Order or Proceeding, that, in either case, has materially restricted or prohibited Seller from meeting its obligations under the terms of this Agreement. (avi) thirty (30) days for failures If Seller has failed to remit make when due any payment for amounts due required to be made by it under this Agreement and such failure has not been cured within five (b5) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failureBusiness Days. 10.3 NOBLE will (e) Subject to Section 15(b), Company shall have the right to terminate this Agreement unilaterally with thirty (30****) days’ upon written notice to CERES, notice: (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 this Agreement shall cease to create a valid and enforceable first priority perfected security interest in favor of Company (and not dismissed within one hundred twenty (120) days) or (bits successors and assigns) in case any Receivable purchased hereunder, free and clear of dissolution any adverse claim or winding up encumbrance created by or through Seller and such status has not been cured within five (5) Business Days of CERES Company informing Seller of such adverse claim or encumbrance; (excluding ii) if Seller has breached its obligation to replace Genesis (or any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party successor servicer) in accordance with Section 17 within the timeframe specified therein; (whether by sale, acquisition, merger, operation of law or otherwiseiii) the Cumulative Net Yield is below the Net Yield Floor (****); or (iv) (****). 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 (f) The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement for either in part or in whole shall not discharge any reason will not relieve either party of Party from any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before incurred prior to such termination. Paragraphs 8Unless otherwise specified herein, 10other than Sections 2, 113, 4, 6, 7, 8(a), 8(c) (only with respect to Accounts that are unrelated to Receivables held by Company), 8(j), 8(n) (only with respect to Accounts that are unrelated to Receivables held by Company), 8(q), 8(r), 9(c), 9(d), 13, 14, 15, 16, 18 (other than this Section 18(f)) and 17 will 42 which shall not survive any the termination or expiry 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 terms of this Agreement shall not affect survive the rights expiration or termination of this Agreement until the last Receivable purchased hereunder is paid or charged off in full or repurchased by Seller and all obligations of the parties accrued prior to termination hereofParties have been performed in connection with such Receivables. 10.9 (g) Upon expiration or notice of termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES the Parties shall agree to third parties shall be affected by such termination, work together to develop and all such sublicenses shall remain in effect according agree on a transition plan to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to wind down 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 in accordance with Applicable Law. Each Party acknowledges that the goals of the provisions transition plan include benefitting Borrowers by minimizing any possible burdens or confusion and protecting and enhancing the names and reputations of this Agreementthe Parties.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this 21.1 This Agreement shall have a term equal to: become effective from the Execution Date, and continue in full force and effect 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 after the first commencement date of the first sale Commercial Services in any of a LICENSED VARIETY the countries within the Territory, unless early terminated in such jurisdictionaccordance with the provisions of Article 21.2 below (the “Term”). This agreement may be renewed for another Two (2) years term subject to mutual written agreement. 10.2 Each party 21.2 Both Parties shall have the right to terminate this Agreement unilaterally by giving a written notice of termination to the other party if such Party in the following circumstances: a) when the other party fails to satisfy its Party breaches any material obligations, which shall include but are not limited to, making required reports and making required payments, under term of this Agreement, and such party subsequently fails to cure such failure(s) breach is not cured within (a) thirty (30) days of written notice thereof from the non-breaching Party; b) when the other Party becomes bankrupt or files a voluntary petition in bankruptcy or is the subject of proceedings for failures liquidation or dissolution, or ceases to remit payment carry on business, or becomes unable to pay its debts as they become due; c) in the event that Licensor discovers disclosure of SOFTWARE source by Licensee to the third party without approval by Licensor; d) if the conditions or consequences of Force Majeure (as defined in Article 28) conditions prevails and/or is predicted to prevail for amounts due under a period in excess of two (2) months with the result of major impairment to the performance by one of the Parties of its obligations hereunder; e) In case Licensee fails to continue during the Term to distribute and sell the Localized Client in all commercially viable parts of the Territory for more than thirty (30) consecutive days for the cause solely attributable to Licensee and such breach is not cured within thirty (30) days of written notice thereof from Licensor; f) If Licensee fails to timely make payments, and/or does not comply with Audit as required by this Agreement without legitimate reasons more than two (2) times. g) With five (5) business day written notice, if Licensee fails to meet its First Year Obligation pursuant to Article 16. h) If Licensee unless physically impracticable fails to m▇▇▇ all aspects of the Localized SOFTWARE, including without limitation, Localized Clients, Localized SERVER SOFTWARE, Instructional Guides, Promotional Merchandise, Packaging Materials and (b) ninety (90) Marketing Materials with the appropriate copyright and trademark notice provided to Licensee, and the Licensee does not cure the situation within 30 days for all other obligations after upon the receipt of written notice from the non-breaching party specifying such failureLicensor. If Licensee registers or attempts to register any copyright, trademark, service m▇▇▇ or design patent in any element of the Localized SOFTWARE without consent, approval and/or request by Licensor. 10.3 NOBLE will have the right i) If either party assigns or attempts to terminate transfer, assign this Agreement unilaterally with thirty or any of rights under this Agreement to any third party without the other party’s prior written consent (30except for the assignment otherwise allowed under this Agreement). j) days’ written notice If Licensee sells the SERVER SOFTWARE without prior approval of the Licensor. k) If Licensee fails to CERESobtain the requisite Approvals, (alicense, permits and/or permission from the government and regulatory authorities pursuant to Article 2.12. l) if CERES seeks protection In the event that either party make or attempt any unauthorized assignment for the benefit of creditors, file any petition for reorganization, re-adjustment or rearrangement of its business or affairs under any bankruptcylaws or governmental regulations relating to relief of debtors, insolvencybankruptcy or insolvency of any jurisdiction, receivershiphave or suffer a receiver or trustee to be appointed for its business or property, trustdiscontinues its business, deedor be adjudicated a bankrupt or an insolvent. m) After 6 months from the beginning of Commercial Service, creditors arrangement or comparable proceeding or if the average Gross Revenue for any such proceeding consecutive 3 months thereafter is instituted against CERES (below US$100,000 and immediately following consecutive 3 months’ average Gross revenue does not dismissed within one hundred twenty (120exceed US$100,000 with the best effort put forth by both Parties. n) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where In the event each Party agrees that it is difficult for the parties to continue their obligations pursuant to the Agreement due to the fact that either Party is merged, consolidated, sells all or substantially all of CERES’ assets, stock its assets or business to which this Agreement relates are acquired implements or experiences any substantial change in control by a third party transferring more than fifty percent (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 50%) of the LICENSED VARIETY uneconomical or impractical or if CERES decides Party’s shares 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 other Party’s competitors o) In the field on event that it is reasonably considered to be difficult by Licensee to continue the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm services of the LICENSED VARIETIES other than seed. 10.8 Termination Game because of this Agreement shall not affect claim made by the 3rd parties regarding the rights and obligations infringement or any other similar reasons regarding the lawful use of the parties accrued prior to termination hereofGame and that such condition is not cured within sixty (60) calendar days. 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 4.1 The LTA shall commence on the Commencement Date and expire at midnight on the Expiry Date, unless terminated earlier in accordance with the provisions of termination under this paragraph, this Agreement shall have a term equal to: LTA (a) on a jurisdiction-by-jurisdiction basisthe Initial Term). For Expert Review Panel (ERP)-approved products, the term of LTA will be subject to early termination if the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY product’s ERP approval 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 jurisdictionnot renewed or is cancelled. 10.2 Each party 4.2 ▇▇▇ shall have be entitled to request supplier (but the right Supplier shall not be obliged to terminate this Agreement unilaterally accept) to renew the LTA for consecutive term/s of up to 12 months, and on the same terms and conditions, unless otherwise agreed by the Parties, by giving written notice of termination its intention to renew the LTA and may provide the Supplier with product forecast(s) for the next period/s not less than sixty (60) calendar days prior to the other party if such other party fails LTAs Expiry Date, provided however that: a) the Supplier: (i) shall be entitled to satisfy review its prices to apply from the end of the Initial Term; and (ii) shall, not less than within forty-five (45) calendar days before the end of the initial Term, advise ▇▇▇ in writing as to price maintenance or proposed price increases or reductions; in case of a price increase, reasonable written explanation needs to be provided to ▇▇▇; and b) ▇▇▇ shall notify the Supplier in writing within twenty (20) calendar days of receipt of that notice whether it agrees to the revised prices. In case of any price increase, ▇▇▇ shall be entitled to revise the market share allocations. 4.3 If ▇▇▇: a) agrees to the revised prices, then the LTA shall be amended to reflect this; or b) rejects the revised prices, then the LTA shall be terminated in accordance with Article 4.1 4.4 In the event of: a) a material obligationsbreach of this Agreement or applicable law or regulation by one of the Parties, which shall include but are not limited to, making required reports is capable of remedy and making required payments, under this Agreement, and that Party has failed to remedy such party subsequently fails to cure such failure(s) breach within (a) thirty (30) calendar days for failures from having received a written request to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice remedy that breach from the non-breaching Party; or any Adverse Event or any regulatory authority taking any action, or raising any objection, that prevents the Supplier from supplying the Product, then, also as referred to Article 3.4 above, the other party specifying such failuremay terminate the LTA with immediate effect on written notice, stating the reason for the termination. 10.3 NOBLE will have 4.5 In the right event of the termination or expiry of this LTA: a) at IDA’s request, the Supplier shall deliver the outstanding Products in a prompt and orderly manner and in accordance with the terms of this LTA, and b) the Supplier acknowledges that ▇▇▇ shall only pay the Supplier for Products ordered pursuant to terminate Purchase Orders placed before the date of the termination notice or LTA expiry date and satisfactorily provided in accordance with this Agreement unilaterally LTA. 4.6 In case of failure by the Supplier to perform its obligations in accordance with thirty (30) days’ written the terms of this LTA, which may include, but is not limited to its failure to make delivery of all or part of the Products in accordance with a Purchase Order by the delivery date or dates agreed, ▇▇▇ may, after giving the Supplier reasonable notice to CERESperform and, (without prejudice to any other rights or remedies, exercise one or more of the following rights: a) if CERES seeks protection under procure all or part of the Products from other sources, in which event ▇▇▇ may hold the Supplier responsible for any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any excess cost occasioned thereby. In exercising such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (rights ▇▇▇ shall mitigate its damages in good faith; b) in case refuse to accept delivery 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 Products; c) terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESLTA. 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. 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 14.2. Either party shall have 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) Study upon thirty (30) days prior written notice to the other. This Study may be terminated immediately at any time for failures any reason by either party 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 notify Company. 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, any 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) days after written agreementnotice thereof. 10.6 Termination of 14.4. In the event that this Agreement is terminated prior to completion of the Study, for any reason will not relieve either party of reason, Institution shall: a) notify the IRB that Company support has been terminated and; b) furnish to Company any obligation or liability accrued Deliverables for the Study completed prior to Termination. c) Upon Discloser’s written request, Recipient shall provide Discloser at Discloser’s expense, all Confidential Information provided under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8by Discloser; provided, 10however, 11that Recipient may retain such 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 Recipient’s ongoing compliance with the confidentiality and non-use obligations set forth in this Agreement. 10.7 Upon termination 14.5. If this Study is terminated early by CERES pursuant to Paragraph 10.2either Party, NOBLE will promptly deliver to CERES any and the Institution shall be reimbursed for all BREEDER SEED in its possession and promptly upon harvestingwork completed, any of the aforementioned seed from plants which are in the field on the termination datea pro rata basis, and NOBLE will grant CERES access to facilities and fields under its control for reasonable costs of bringing 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 Study to termination hereof. 10.9 Upon termination incurred through the 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 shall remain in effect according to their termsfor non-cancelable commitments properly incurred through that date, pursuant to the election if applicable. Upon receipt 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 notice of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement, Institution will use reasonable efforts to reduce or eliminate further costs and expenses.

Term and Termination. 10.1 Subject 2.1 Notwithstanding anything to any other rights of termination under this paragraphthe contrary in the Agreements, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basisunless terminated by mutual agreement, the term by convenience as described in Section 2.3 herein or for breach, each of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or Agreements shall terminate 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 Amendment Three Effective Date (hereinafter defined as “Term”). For the avoidance of doubt, and without limiting the effect of any other survival clauses in the Agreements or the prior Amendments, all licenses, royalty obligations and intellectual property provisions shall survive the expiration or termination of the Agreements. 2.2 Either party may terminate this Agreement if the other party has materially breached or defaulted in the performance of any of its material obligations, and such default has continued for sixty (60) days after written notice was provided to the breaching party by the non-breaching party. Termination will be effective at the end of the sixty (60) day period unless the breach has been cured before the expiration of the sixty (60) day period. For the avoidance of doubt, the parties agree that Intermolecular shall be in material breach if, by way of example, (i) during the Term, Intermolecular fails to provide the Equipment Resources in Section 3.1 (a), (ii) during the Term, Intermolecular fails to perform the activities specified in any Task Order, (iii) during any [***] period of the Term, the personnel resources provided by Intermolecular as documented in Intermolecular’s internal records are less than [***] of the resources required to be provided in Section 3.1 (b) or (iv) if the parties negotiating in good faith do not reach agreement under commercially reasonable terms on any new Task Order within [***] of the first sale draft of a LICENSED VARIETY in such jurisdictionthat Task Order provided by either party. 10.2 Each party shall have 2.3 Guardian may terminate the right to Agreements for convenience as described in this Section 2.3 (“Termination for Convenience”). Guardian may terminate this Agreement unilaterally the Agreements for convenience 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 Intermolecular (a) thirty between [***] (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“First Window Period”) or (b) in case of dissolution or winding up of CERES between [***] (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“Second Window Period”)). 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.that: 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement a. If termination for any reason will not relieve either party of any obligation or liability accrued convenience under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8Section 2.3 is exercised during the First Window Period, 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 Guardian shall continue to be entitled pay to payments relating to such SUBLICENSES pursuant to this Agreement Intermolecular all amounts due under Section 4.1 for the period from [***], as well as US$[***] as a cancellation fee, and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of terminationthese Agreements will terminate on [***]; and (b) either party b. If termination for convenience under this Section 2.3 is exercised during the Second Window Period, Guardian shall continue to pay to Intermolecular all amounts due under Section 4.1 for the period from obtaining [***], as well as US$[***] as a remedy for any breach of the provisions of this Agreementcancellation fee, and these Agreements will terminate on [***].

Term and Termination. 10.1 Subject to any other rights 11.1. This Agreement will begin on the Effective Date and will expire on the last day of termination under this paragraph, this Agreement shall have a term equal to:the calendar month in which the fifteenth (15th) anniversary of the Commencement Date falls. (a) on a jurisdiction-by-jurisdiction basis, 11.2. Licensee at its option may extend the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or this Agreement an additional five (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (155) years from by providing written notice thereof to Licensor at least one hundred eighty (180) days prior to the date expiration of the first sale initial term hereof, provided and on the condition that Licensee ordered at least 25,000 square yards of Products during the twelve (12) months immediately preceding Licensee’s notice. This condition to Licensee's right to extend the term shall not be applicable to the extent Licensee's failure is attributable directly to (i) events described in Section 17.7, or (ii) a LICENSED VARIETY in such jurisdictionbreach of this Agreement by Licensor. 10.2 Each 11.3. Either party shall have the right to terminate this Agreement unilaterally by giving upon written notice of termination to if the other party if such other party fails to satisfy shall file a petition or be adjudged bankrupt or insolvent under any applicable federal or state bankruptcy or insolvency law or admit that it cannot meet its material obligationsfinancial obligations as they become due, which or a receiver or trustee 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 be appointed for all other obligations after receipt or substantially all of written notice from the non-breaching party specifying such failureassets of said party. 10.3 NOBLE will have the right to 11.4. Either party may terminate this Agreement unilaterally with on thirty (30) days’ written notice if the other party breaches or fails to CERESperform any provision of this Agreement, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if and fails to cure any such proceeding is instituted against CERES breach or failure to perform within sixty (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))60)days. 10.4 CERES 11.5. This Agreement may after consultation with NOBLE be terminated upon sixty (60) days prior written notice from Licensor if Licensee fails to achieve the Minimum Purchase Requirements as provided in Section 4.4 above. 11.6. During the ninety (90) day period following the second anniversary of the Commencement Date, either party shall have the right to terminate this Agreement by providing written notice thereof to the other within such ninety (90) day period if in the commercially reasonable opinion Licensee, despite fulfillment of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale all 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 other obligations 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 including, without limitation, use of Licensee's reasonable efforts as provided in Section 6.1 above, has not entered orders for Products during either the third (3rd) or AFFILIATED COMPANIES to third parties shall be affected by the fourth (4th) calendar quarter of such second year from the Commencement Date of at least five thousand (5,000) square yards of Products in either such quarter. 11.7. On 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 SUBLICENSESall licenses granted in it will terminate. Within five (5) business days after termination, the Licensee, at the Licensor’s option, must either return to the Licensor or destroy any Technical Materials, Licensed Products, and Licensed Technology or Technologies in the Licensee’s possession. The Licensee must destroy and overwrite Technical Materials as directed by the Licensor. 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 for the term provision of the INTELLECTUAL PROPERTY RIGHTS in Services shall commence on the respective jurisdiction covering the LICENSED VARIETY; or Effective Date and shall continue, subject to earlier termination, 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 (the "Initial Term"). Unless TELUS receives written notice from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right Customer 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) Services at least thirty (30) days prior to expiration of the Initial Term, TELUS shall continue to provide the Services on a month to month basis (each a "Renewal Term") at the same rates, charges and fees and on the same terms and conditions as provided for failures to remit payment for amounts due under in this Agreement and until the earlier of: (bi) ninety (90) days for all other obligations after receipt of written notice from the non-breaching either party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with receives at least thirty (30) days’ ' prior written notice from the other party respecting termination of the Services effective the end of a Renewal Term; and (ii) the Services are otherwise terminated as provided for herein. (b) During the Initial Term either party may, upon three (3) months prior written notice to CERESthe other party, terminate this Agreement. (ac) In the event of termination by the Customer pursuant to Article 3(b), the Customer shall pay to TELUS, as liquidated damages and not as a penalty, termination fees in the amount of two thousand dollars ($2000.00) per month for each month and partial month of the unexpired portion of the Initial Term. (d) Notwithstanding any other provision of this Agreement, TELUS shall be entitled, at its option, to terminate this Agreement upon written notice to the Customer. (i) if CERES seeks protection the Customer fails to pay any amounts due and owing to TELUS under this Agreement; or (ii) if the Customer otherwise fails to comply with any of the terms and conditions of this Agreement; after having been provided with notice of such deficiency and thirty (30) days within which to cure such deficiency and such deficiency remains unremedied at the expiration of such time period. (e) Notwithstanding any other provision of this Agreement, TELUS shall be entitled, at its option, to terminate this Agreement immediately upon written notice to the Customer. (i) where required by law, court order or regulatory order or directive; (ii) upon the Customer becoming bankrupt or insolvent; (iii) upon the filing by the Customer of any petition or answer seeking reorganization, readjustment or arrangement of the business of the Customer under any bankruptcy, law relating to bankruptcy or insolvency, receivership, trust, deed, creditors arrangement ; (iv) upon the Customer ceasing to carry on business in the ordinary course; (v) upon the appointment of a receiver 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 receiver-manager for all or substantially all of CERES’ assets, stock the property of the Customer; (vi) upon the making by the Customer of any assignment or business attempted assignment for the benefit of creditors; or (vii) upon the institution of any proceedings for the liquidation or winding up of the Customer's business; such termination to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation be effective on the date specified in the notice of law or otherwise))termination. 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 (f) 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 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 relieve the Customer of its obligation to pay amounts due or to become due to TELUS, nor deprive TELUS of any of its rights and obligations of or remedies or actions against the parties accrued prior to termination hereofCustomer. 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 This Agreement shall be effective on the date first written above and shall continue for a period of termination under this paragraphtwo (2) years (the "Initial Term"). 13.2 Upon the expiration of the Initial Term, this Agreement shall have a term equal to: automatically renew for successive terms of one (a1) on a jurisdiction-by-jurisdiction basisyear ("Renewal Terms") each, unless 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 Fund or Investor Services Group provides written notice of termination to the other of its intent not to renew. Such notice must be received not less than ninety (90) days and not more than one-hundred eighty (180) days prior to the expiration of the Initial Term or the then current Renewal Term. 13.3 In the event a termination notice is given by the Fund, all expenses associated with movement of records and materials and conversion thereof to a successor service provider will be borne by the Fund. 13.4 If a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a "Defaulting Party") the other party (the "Non-Defaulting Party") may give written notice thereof to the Defaulting Party, and if such other party fails to satisfy its material obligations, which breach 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) have been remedied 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 such written notice from is given, then the nonNon-breaching party specifying such failure. 10.3 NOBLE will have the right to Defaulting Party may terminate this Agreement unilaterally with by giving thirty (30) days’ days written notice of such termination to CERESthe Defaulting Party. If Investor Services Group is the Non-Defaulting Party, (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 constitute a waiver of any other rights or remedies of Investor Services Group with respect to services performed prior to such termination of rights of Investor Services Group to be reimbursed for out-of-pocket expenses. In all cases, termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights and obligations it might have under this Agreement or otherwise against the Defaulting Party. 13.5 Should the Fund desire to move any of the parties accrued services outlined in this Agreement to a successor service provider prior to termination hereof. 10.9 Upon the expiration of the Initial Term or any Renewal Term, or without the required notice period, Investor Services Group shall make a good faith effort to facilitate the conversion on such prior date, however, there can be no guarantee that Investor Services Group will be able to facilitate a conversion of services on such prior date. Should services be converted to a successor service provider, or if the Fund is liquidated or its assets merged or purchased or the like with another entity, prior to the end of the required notice period, payment of fees to Investor Services Group shall be accelerated to a date prior to the conversion or termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, services and all such sublicenses shall remain in effect according to their terms, pursuant to calculated as if 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 services had remained at Investor Services Group until the expiration of the provisions required notice period and calculated at the asset levels on the date notice of this Agreementtermination was given to Investor Services Group.

Term and Termination. 10.1 Subject to any other 5.1 The rights and obligations of termination the Parties under this paragraph, this Agreement Deed shall have a term equal to: (a) be effective on a jurisdiction-by-jurisdiction basisthe date on which the last of the Deed of Waiver and Termination, the term of ITO SHA, the INTELLECTUAL PROPERTY RIGHTS Settlement Deed is executed by the Slovak Party and once published 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 obtainedaccordance with Article 15.3 below, 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 except 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 Parties which are subject to the satisfaction of conditions precedent and which shall only be effective on the date on which all the concerned conditions precedent are satisfied. 5.2 ERI and GDFI shall notify in writing the Slovak Party (i) of the date on which Closing is expected to occur by no later than three (3) Business Days prior to termination hereofthe expected Completion Date and (ii) of the date on which the Closing actually occurred immediately after the Completion Date; the notification pursuant to (ii) shall be accompanied either by (a) a copy of executed deed of transfer relating to the transfer of 100% of shares in HoldCo by ERI and GDFI to Newco or (b) a copy of letter of the acting notary certifying that deed of transfer relating to the transfer of 100% of shares in HoldCo by ERI and GDFI to Newco has been executed, evidencing the occurrence of Completion. 10.9 Upon termination 5.3 In the event that the Deed of this AgreementWaiver and Termination is terminated in accordance with Clause 4.2 of such deed, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, the Parties hereby agree 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 preventacknowledge that: (ai) NOBLE from recovering any royalties due the ITO SHA shall survive in its entirety in accordance with its terms; (ii) the Settlement Deed shall survive in accordance with its terms, except for those provisions which are expressly subject to the completion of the “SGH Sale” (as of terminationdefined therein) which shall terminate automatically on the date on which this Deed shall so be terminated; and (biii) either party from obtaining a remedy this Deed shall survive in accordance with its terms, except for any breach those provisions relating to the “Stage 2 Claims” (as defined herein), namely: Articles 2(b), 2(d), 2(e) and 2(f) (but only to the extent that it relates to the “SGH Claim 2 Indemnification Amount” (as defined herein)) which shall terminate automatically on the date on which the Deed of the provisions of this AgreementWaiver and Termination shall so be terminated.

Term and Termination. 10.1 Subject 8.1 This Agreement shall commence on the date first written above, and shall continue for a period of six (6) years from such date. It will automatically renew for periods of four (4) years at a time thereafter unless a) canceled in writing by LICENSEE not less than six months prior to any other rights such renewal, or b) canceled in writing by PLC not less than four (4) years prior to any such renewal. 8.2 PLC may increase the prices of termination under the SUPPORT FEES, UPDATE FEES or LICENSE FEES in any renewal of this paragraphAgreement. The prices for any SUPPORT FEES, UPDATE FEES or LICENSE FEES in any such renewal shall not be increased by more than 30% unless PLC has notified LICENSEE of its intent to raise prices in excess of 30% not less than four (4) years prior to the renewal date. 8.3 Either party may terminate this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, if the term other fails materially to comply with any provision 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 and does not: (i) correct 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) failure 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 of such failure to comply is delivered; or (ii) if such failure cannot reasonably be corrected within the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with aforesaid thirty (30) days’ day period, undertake within ten (10) days after such written notice is delivered, and continue, efforts 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) comply or (b) in case the event of dissolution (i) liquidation or winding up insolvency of CERES the other party; (excluding any situation where all ii) the appointment of a receiver or substantially all similar officer for a material portion of CERES’ the other party's assets; (iii) a general assignment by the other party for the benefit of creditors; (iv) the filing of a petition in bankruptcy by the other party, stock or the filing of such a petition against the other party which is not dismissed within sixty (60) days; or (v) the other party's ceasing to conduct business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise))in the normal course. 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 8.4 If at any time by mutual, written agreement. 10.6 Termination after the first twelve (12) months of this Agreement PLC has not released and provided to LICENSEE a COMPETITIVE UPDATE during the preceding twelve (12) months, then LICENSEE shall be entitled to provide written notice thereof to PLC. If LICENSEE provides such notice, and within six (6) months after such notice PLC does not release and provide to LICENSEE a COMPETITIVE UPDATE then the SUPPORT FEES, UPDATE FEES and per unit LICENSE FEES shall be reduced by 5% per fiscal quarter for any reason will not relieve either party of any obligation or liability accrued under each fiscal quarter starting with the third full quarter after such notice was first given to PLC and ending when this Agreement before termination or rescind is terminated. If at any payments made or due before termination. Paragraphs 8time after such notice, 10, 11, 13, 14, 15, 16PLC provides to LICENSEE a COMPETITIVE UPDATE then any then effective reductions pursuant to this paragraph shall terminate, and 17 will survive any termination the SUPPORT FEES, UPDATE FEES and LICENSE FEES shall thereafter be restored to the amounts specified in Exhibits D and E of this Agreement. 10.7 8.5 Upon termination by CERES pursuant to Paragraph 10.2of this agreement for any reason, 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 LICENSEE shall immediately discontinue distribution of the LICENSED VARIETIES other than seed. 10.8 Termination SOFTWARE, and shall destroy all copies of the LICENSED SOFTWARE in its possession, excepting those copies required to provide continuing support to CUSTOMERs that were distributed the LICENSED SOFTWARE prior to such termination. End User Licenses properly granted pursuant to this Agreement shall not affect be diminished or abridged by termination of this Agreement for whatever cause. 8.6 LICENSEE agrees to pay all amounts due to PLC under this Agreement within thirty (30) days after the effective date of termination or expiration of this Agreement. Neither the expiration of this Agreement nor the termination of LICENSEE's rights and hereunder shall relieve LICENSEE of its obligation to pay any such fee hereunder. 8.7 All obligations of the parties accrued prior to termination hereof. 10.9 Upon which expressly or by their nature 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 terminationincluding the parties' confidentiality, warranty and all such sublicenses shall remain in effect according to their termsindemnity obligations, pursuant to the election of each SUBLICENSEE. NOBLE shall continue in full force and effect subsequent to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESnotwithstanding its expiration or termination and until they are satisfied in full or by their nature expire. 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.