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 11.1 This Agreement shall become effective as of the EFFECTIVE DATE, subject to any other rights of termination under this paragraphits approval or acceptance for filing by the FERC, and shall continue in effect through September 30, 2017, unless a change in the Unique Configuration occurs. If a change in the Unique Configuration occurs, this Agreement will terminate immediately. 11.2 This Agreement shall have not merge with or be terminated or superseded by any future agreement between the Parties that does not specifically so provide. 11.3 In the event either Niagara Mohawk or Producer abandons its work or facilities under this Agreement; becomes insolvent; or assigns or sublets this Agreement in a term equal to: (a) on a jurisdiction-by-jurisdiction basismanner inconsistent with this Agreement, or is violating any of the material conditions, terms, obligations, or covenants of this Agreement, or is not performing this Agreement in good faith, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to other Party may terminate this Agreement unilaterally by giving providing written notice. Before instituting proceedings before FERC to terminate the Agreement, either Party must give written notice of termination to the other party if such other party fails to satisfy its material obligationsParty of the reasons for termination. If, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) a period of thirty (30) days of receiving such notice, Producer or Niagara Mohawk cures the default or breach cited by the other in such written notice, to the reasonable satisfaction of the Party that provided such notice, and shall have complied with the provisions of this Agreement, such notice shall become null and void and of no effect. Otherwise, such notice shall remain in effect and, except to the extent expressly provided for failures to remit payment for amounts due herein, the obligations of the Parties under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to shall terminate this Agreement unilaterally with thirty (30) days’ written days after such notice was provided. 11.4 In the event of a billing dispute between Niagara Mohawk and Producer arising hereunder, Niagara Mohawk will not apply to CERESremove the Interconnection Facility or any part of the Electrical System from service or to terminate service thereon as long as Producer: (1) continues to make all payments and (ii) adheres to the dispute resolution procedures set forth in Article XX of this Agreement and pays into an independent escrow account the portion of any invoice in dispute, (a) if CERES seeks protection under any bankruptcypending resolution of such dispute. If Producer fails to meet these two requirements, insolvencythen a default shall be deemed to exist, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which the procedures set forth in this Agreement relates are acquired Article XI for the removal of the Interconnection Facility from service shall apply. Billing disputes arising from retail service to Producer shall be governed by a third party (whether by sale, acquisition, merger, operation of law the Retail Tariff or otherwise))applicable contracts. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 11.5 Termination of this Agreement shall not relieve Producer or Niagara Mohawk of any of its liabilities and obligations arising hereunder prior to the date termination becomes effective, and Producer or Niagara Mohawk may take whatever judicial or administrative actions as appear necessary or desirable to enforce its lights hereunder. The rights specified herein are not exclusive and shall be in addition to all other remedies available to either Party, either at law or in equity, for default or breach of any provision of this Agreement; provided, however, that in no event shall Niagara Mohawk or Producer be liable for any reason will not relieve either party incidental, special, indirect, exemplary or consequential costs, expenses, or damages sustained by the other, as provided for in Article XXI hereto. 11.6 If a Party provides to the other written notice of any obligation or liability accrued termination pursuant to paragraph 11.3 and, in accordance therewith, such notice remains in effect thirty (30) days after such notice was provided (thereby terminating the obligations of the Parties under this Agreement before termination Agreement), the Party that received such notice shall be liable to the other for all costs, expenses, liabilities and obligations, including reasonable attorneys' fees, incurred by the other Party resulting from or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any relating to the termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any 11.7 In the event of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES Niagara Mohawk, at its sole option may physically disconnect the Production Facility; provided, however, that Niagara Mohawk shall leave the retail infrastructure which serves the Manufacturing Plant in place and operational. To the extent necessary, Producer shall provide Niagara Mohawk access to third parties the Production Facility and cooperate with Niagara Mohawk to disconnect the Production Facility. Continued service to the Manufacturing Plant shall be affected governed by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESRetail Tariff or applicable contracts. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

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

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

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this (a) This Agreement shall have a term equal tocommence on the date hereof and shall terminate on the date that is the earliest to occur of the following: (ai) on a jurisdiction-by-jurisdiction basis, the term mutual written agreement of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orSensata and EMS; (bii) in those jurisdictions in which seventy (70) days following the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date delivery of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination sent by Sensata to EMS at any time on or following the thirtieth (30th) calendar day after the date hereof; (iii) two hundred and seventy (270) days following the date hereof (unless extended by mutual written agreement of the parties hereto prior to such date, provided, however, in no circumstances will EMS be required to commit any Net Working Capital to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(sECS Division during any extension period); (iv) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with at any time upon thirty (30) days’ written notice by the non-breaching party upon the occurrence of a material breach of this Agreement by the other party (other than breaches of Section 6 (Provision of Silver), which will require sixty (60) days’ written notice and cure periods), which breach is not cured within such 30 day notice period; and (v) immediately upon (i) the effective date specified in a written notice delivered by Sensata to CERESEMS following EMS’ breach of any of its obligations set forth in Schedule 10, (aii) if CERES seeks protection under the effective date specified in a written notice delivered by EMS to Sensata after the final determination of Sensata’s breach of any bankruptcyof its obligations set forth in Section 4 (Loss Payment), insolvencySection 5 (Working Capital) (such final determination to be made in the manner set forth in Section 4 or Section 5, receivershiprespectively), trust, deed, creditors arrangement or comparable proceeding or if (iii) the effective date specified in a written notice delivered by EMS to Sensata following Sensata’s failure to pay EMS the invoiced amount for any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or ECS Products pursuant to Section 2 hereof. (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in Upon the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement (including after expiration of any applicable notice provision contemplated by Section 3(a)), Sensata shall immediately purchase from EMS and EMS shall sell to Sensata all Inventory of the ECS Division (to the extent meeting Sensata’s specifications and produced by EMS following the date hereof), at a purchase price equal to the then current net carrying cost of any raw materials and work in process, as stated in EMS’ books and records of accounting, (prepared in accordance with past practice) and the historical sale price paid by Sensata to EMS for any reason will finished goods; provided, however, that Sensata may (in its sole discretion) but shall not relieve either party of any obligation or liability accrued under be obligated to purchase such Inventory in the event that EMS has breached this Agreement before termination or rescind in any payments made or due before terminationmaterial respect. Paragraphs 8For purposes of this Agreement “Inventory” shall include all: (i) raw materials (ii) work in process; and (iii) finished goods, 10wherever located. Subject to the foregoing, 11, 13, 14, 15, 16, and 17 will survive any EMS shall deliver the Inventory within thirty (30) days after the termination of this Agreement, such delivery to be made at Sensata’s expense (such expenses to be approved in advance by Sensata in writing) to a location specified in writing by Sensata, and upon delivery, Sensata shall pay the amounts specified herein. 10.7 Upon (c) To the extent that the date of termination by CERES of this Agreement does not coincide with the end of a calendar month, EMS shall provide to Sensata within five (5) days of the termination of this Agreement, a short-period P&L Statement (prepared pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED the provisions described in its possession and promptly upon harvesting, any Section 4 below) for the period beginning on the last day of the aforementioned seed from plants which are immediately preceding calendar month and ending on the date of termination of this Agreement. Either EMS or Sensata, as the case may be, shall make either a Loss Payment or Profit Payment as indicated in the field on short-period P&L Statement, pursuant to the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose terms of collecting germplasm of the LICENSED VARIETIES other than seedpayment set forth in Section 4 below. 10.8 Termination (d) The termination of this Agreement shall not affect the rights and obligations relieve any party of the parties any liability accrued prior to termination hereof. 10.9 Upon termination the effective date of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses termination shall remain in effect according to their terms, pursuant to not affect the election continued operation or enforcement of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination any provision of this Agreement shall not prevent: (a) NOBLE from recovering which by its express terms or by reasonable implication is to survive any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 7.1 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 14.1. This term of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, commence upon the term Effective Date and terminate upon the completion of the INTELLECTUAL PROPERTY RIGHTS Parties’ Study-related activities under the Agreement, unless terminated early as further described in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionthis Section. 10.2 Each party shall have 14.2. CRO has the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) upon thirty (30) days prior written notice to the Institution. This Agreement may be terminated immediately at any time for failures any reason by the Institution or CRO when, in their judgment or that of the Principal Investigator, the Institution’s IRB, Scientific Review Committee, if applicable, or the Food and Drug Administration, it is determined to remit payment be inappropriate, impractical, or inadvisable to continue, in order to protect the Study subjects’ rights, welfare, and safety, or the IRB otherwise disapproves the Study. If for amounts due any reason Principal Investigator becomes unavailable to direct the performance of the work under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from Agreement, Institution shall promptly notify CRO. If the non-breaching party specifying such failure. 10.3 NOBLE will have the right Parties are unable to terminate identify a mutually acceptable successor, this Agreement unilaterally with may be terminated by either Party upon thirty (30) days’ days written notice notice. 14.3. Notwithstanding the above a Party may, in addition to CERES, (any other available remedies: a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE immediately terminate this Agreement by written notice if in upon the commercially reasonable opinion other Party’s material failure to adhere to the Protocol, except for deviation required to protect the rights, safety, and welfare of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASSStudy subjects; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES.and/or 10.5 The parties may b) terminate this Agreement at any time by mutualupon the other Party’s material default or breach of this Agreement, provided that the defaulting/breaching Party fails to remedy such material default, breach, or failure to adhere to the Protocol within thirty (30) business days after written agreementnotice thereof. 10.6 Termination 14.4. In addition to the above, this Agreement may be terminated by Institution in the event of a material default or breach of this Agreement by CRO, or by CRO in the event of a material breach of this Agreement by Institution, provided that the defaulting/breaching party fails to remedy such material default or breach within thirty (30) business days after written notice thereof. 14.5. In the event that this Agreement is terminated prior to completion of the Study, for any reason reason, Institution shall: a) notify the IRB that the Study has been terminated; b) cease enrolling subjects in the Study; c) cease treating Study subjects under the Protocol as directed by CRO to the extent medically permissible and appropriate; d) terminate, as soon as practicable, all other Study activities; and e) furnish to CRO any required final report for the Study in the form reasonably acceptable to CRO. Promptly following any such termination, Institution will not relieve either party provide to CRO copies of any obligation Data collected pursuant to the Study Protocol. Upon Sponsor’s or liability accrued CRO’s written request, Institution shall provide to the requesting party, at Sponsor’s or CRO’s expense, all Sponsor’s Confidential Information provided under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8provided, 10however, 11that Institution may retain such copy of Confidential Information for record keeping purposes, 13, 14, 15, 16monitoring its obligations, and 17 will survive any termination of exercising its rights hereunder, subject to Institution’s ongoing compliance with the confidentiality and non-use obligations set forth in this Agreement. 10.7 14.6. If this Study is terminated early by either Party, the Institution shall be reimbursed for all work completed, on a pro rata basis, and reasonable costs of bringing the Study to termination incurred through the date of termination, and for non-cancelable commitments properly incurred through that date. Upon termination by CERES pursuant receipt of notice of termination, Institution will use reasonable efforts to Paragraph 10.2, NOBLE reduce or eliminate further costs and expenses and will promptly deliver cooperate with CRO to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any provide for an orderly wind-down of the aforementioned seed from plants which are in the field on the termination dateStudy. 14.7. Subsections 1.4, 1.6, and NOBLE will grant CERES access to facilities 14.6, and fields under its control for Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 (and the purpose attached Letter of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement Indemnification), 12, 13, 15, 19 and 23, shall not affect the rights and obligations of the parties accrued prior to survive any termination hereof. 10.9 Upon termination or expiration of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties except that Section 3 shall be affected by such termination, and all such sublicenses shall remain survive for the period stated in effect according to their terms, pursuant to the election of each SUBLICENSEESection 3.1. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination Any provision of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of that by its nature and intent remains valid after termination will survive termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 17.1. This Agreement will become effective on the Effective Date. Subject to any other rights the provisions of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term Clause 17.1 it will remain effective in each country of the INTELLECTUAL PROPERTY RIGHTS in Territory until the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date expiry of the first sale of a LICENSED VARIETY obligation upon Centry to pay royalties in such jurisdictionrelation to that country pursuant to this Agreement. 10.2 Each party 17.2. CPF shall have the right to terminate this Agreement unilaterally by giving on [***] ([***]) [***] written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially event that Centry has not, demonstrated to CPF’s reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale satisfaction within eighteen months of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not preventEffective Date: (a) NOBLE from recovering any royalties due as Received, in addition to the amount referred to in Clause 3, a minimum amount of termination[***] dollars (USD $[***]) in financing to be used to fund Centry’s operations and otherwise to support Centry’s performance of its obligations pursuant to this Agreement; provided that, if Centry has secured a minimum of [***] dollars (US$[***]) but such amounts are to be received in tranches (or are otherwise subject to conditions or the passage of time prior to receipt), then Centry shall summarise the amounts, tranching and conditions related thereto in writing and provide the same to CPF (the “Written Notice”) and thereafter CPF shall in its absolute discretion decide whether to waive its rights under this Clause 17.2 within fifteen (15) Business Days of receipt of the Written Notice; and (b) provide evidence of obtaining such financing to CPF’s reasonable satisfaction; (a) and (b) together the “Financing Commitment”. 17.3. Without prejudice to any other rights of the Parties, this Agreement may be terminated by notice in writing: (a) by either party from obtaining a remedy for any Party if the other Party is in material breach of any of its obligations under this Agreement and in the provisions case of this Agreementa remediable breach fails to remedy the breach within ninety (90) Business Days of written notice containing full particulars of the breach and requiring it to be remedied; (b) by either Party if a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative receiver is appointed of any of the other Party’s assets or undertakings or a winding-up resolution or petition is passed (otherwise than for the purpose of solvent reconstruction or amalgamation, in particular with respect to any reorganisation of the structure of the relevant Party) or if any circumstances arise which entitle a court or a creditor to appoint a receiver, administrative receiver or administrator or make a winding-up order or similar or equivalent action is taken against or by the relevant Party by reason of its insolvency or in consequence of debt; (c) by CPF if Centry (or any Affiliate or Sub-Licensee) challenges or seeks to challenge the validity of any of the Licensed Patents (either by making, causing to be made, or assisting with respect to a filing in any patent office or court), and Centry shall forthwith in writing notify CPF of any decision to challenge the Licensed Patents which it makes or of which it becomes aware; (d) by CPF in the event of a change of Control of Centry where the new Controlling party is a Tobacco Party; (e) in accordance with Clause 19.2 or (f) in accordance with Clause 6.4.

Term and Termination. 10.1 Subject 21.1 The term of this Agreement will continue on a country-by-country basis until the greater of ten (10) years after the Launch or the expiration in such country of the last to any other rights expire Patent Right included in the Licensed Technology or Improvements licensed hereunder (the “Initial Term”). 21.2 After the Initial Term and only with respect to countries of termination under this paragraphthe Territory where the Product has been successfully Launched, this Agreement shall have be automatically renewed on a term equal tocountry-by-country basis by additional successive periods of [***] ([***]) years unless it is terminated by either Party giving [***] ([***]) month’s prior written notice. 21.3 Either Party shall be entitled to terminate the Agreement if: (a) the other Party commits a material breach under this Agreement and in the case of a breach which is capable of remedy fails to remedy it within [***] ([***]) days of receipt of notice from the first Party of such breach and of its intention to exercise its rights under this Clause; (b) the other Party enters into insolvency or bankruptcy or is unable to pay its debts as they fall due, or a trustee or receiver or the equivalent is appointed to the other Party, or proceedings are instituted against the other Party relating to dissolution, liquidation, winding up, bankruptcy, insolvency or the relief of creditors, if such proceedings are not terminated or discharged within [***] ([***]) days; (c) any law, decree, or regulation is enacted within the Territory which would substantially impair or restrict (1) the terminating Party’s right to terminate or elect not to renew this Agreement as herein provided; (2) ZOGENIX’s right, title or interest in the Products or the Intellectual Property Rights therein; (3) as to DESITIN, DESITIN’s right to market and distribute the Products in accordance with this Agreement; or (4) as to ZOGENIX, ZOGENIX’s right to collect the Purchase Price or Royalties as set forth in this Agreement; or *** Certain information on a jurisdiction-by-jurisdiction basisthis page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (d) an adverse event occurs which has substantially impaired the other Party’s ability to continue to perform its obligations hereunder and the other Party is unable to provide the terminating Party with adequate assurance of future performance. 21.4 Either Party shall be entitled to terminate this Agreement with [***] ([***]) days written notice without any damage, legal redress or compensation due it if the term continued development or marketing of the INTELLECTUAL PROPERTY RIGHTS Product is no longer possible due to advice from a relevant Regulatory Authority or clinical review board in the respective jurisdiction covering Territory or due to serious adverse events caused by the LICENSED VARIETYProduct anywhere in the world. 21.5 DESITIN shall be entitled to immediately terminate this Agreement with written notice and without any damage, legal redress or compensation due to ZOGENIX in case: (a) a competent Regulatory Authority imposes therapeutic indications in the Territory not acceptable to DESITIN or require the Product to be marketed as generic drug in the Territory; or (b) the Regulatory Authorities in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date Territory require more than one study regarding bioequivalence of the first sale of a LICENSED VARIETY in such jurisdictionProduct to obtain Marketing Authorisation. 10.2 Each party 21.6 ZOGENIX shall have the right be entitled to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) with thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right without any damage, legal redress or compensation due to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) DESITIN in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not preventcase: (a) NOBLE from recovering DESITIN in each of [***] consecutive calendar years (other than any royalties due as partial calendar year in which the Product is first Launched) fails to meet at least [***]% of termination; andthe mutually agreed sales forecasts provided that such shortfall is caused by circumstances within DESITIN’s reasonable control; (b) either party DESITIN takes any act or step impairing the Intellectual Property Rights of ZOGENIX or does anything that might otherwise adversely affect the Intellectual Property rights of ZOGENIX (whether DESITIN’s act or challenge of ZOGENIX’s rights is in good faith) and, if the act or step is capable of remedy, fails to remedy it within thirty (30) days of receipt of notice from obtaining a remedy ZOGENIX of such act or step and of its intention to exercise its rights under this Clause 21.6; or (c) DESITIN ceases to carry on business in the marketing of pharmaceutical products in the Territory. 21.7 DESITIN shall be entitled to terminate this Agreement with [***] ([***]) days’ prior written notice under the conditions set forth in Section 8.1. Following the effective date of such termination, ZOGENIX shall reimburse DESITIN for any breach [***] percent ([***]%) of the provisions Third Party costs incurred by DESITIN in connection with clinical development and regulatory approval of the Product in the Territory under this Agreement, upon receipt of reasonably detailed documentation supporting such costs and such other supporting documentation as ZOGENIX may reasonably request. In no event shall the amounts reimbursed DESITIN pursuant to this Section 21.7 exceed US$[***]. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

Term and Termination. 10.1 Subject to any other rights 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 12.1 This Agreement will become effective on its Effective Date and, unless terminated under another, specific provision of this Agreement, will remain in effect until and terminate upon the last to expire of Licensed Patents. 12.2 Upon any other termination of this Agreement, and except as provided herein to the contrary, all rights and obligations of termination under this paragraphthe Parties hereunder shall cease, this Agreement shall have a term equal toexcept as follows: (a1) on a jurisdiction-by-jurisdiction basisObligations to pay royalties and other sums accruing hereunder up to the day of such termination; (2) RDLP’s rights to inspect books and records as described in Article 5, and LICENSEE’s obligations to keep such records for the term required time; (3) Obligations of the INTELLECTUAL PROPERTY RIGHTS defense and indemnity under Article 11; (4) Any cause of action or claim of LICENSEE or RDLP accrued or to accrue because of any breach or default by another Party hereunder; (5) The general rights, obligations, and understandings of Articles 2, 10, 15, 17, 26 and 27; and (6) All other terms, provisions, representations, rights and obligations contained in this Agreement that by their sense and context are intended to survive until performance thereof. 12.3 If LICENSEE shall at any time default in the respective jurisdiction covering payment of any royalty or the LICENSED VARIETY; or making of any report hereunder, or shall make any false report, or shall commit any material breach of any covenant or promise herein contained, and shall fail to remedy any such default, breach or report within sixty (b60) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtaineddays after written notice thereof by RDLP specifying such default, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to then RDLP may, at its option, terminate this Agreement unilaterally and the license rights granted herein by notice in writing to such effect. Any such termination shall be without prejudice to any Party’s other legal rights for breach of this Agreement. 12.4 LICENSEE may terminate this Agreement by giving written RDLP a notice of termination to the other party if such other party fails to satisfy its material obligationstermination, which shall include but are a statement of the reasons, whatever they may be, for such termination and the termination date established by LICENSEE, which date shall not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) be sooner than ninety (90) days after the date of the notice. Such notice shall be deemed by the Parties to be final. 12.5 In the event LICENSEE shall at any time during the term of this Agreement deal with the TECHNOLOGY or Products in any manner which violates the laws, regulations or similar legal authority of any jurisdiction including, but not limited to, the public health requirements relating to the TECHNOLOGY or Products or the design, development, manufacture, offering for all sale, sale or other obligations disposition of Products, the license granted herein shall terminate immediately with respect to such Products within the territory encompassed by such jurisdiction; provided that LICENSEE has failed to take steps to cure such violation within sixty (60) days after receipt of receiving written notice from the non-breaching party specifying such failureapplicable legal authority. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights 12.1 The Term of termination under this paragraph, this Agreement shall have a term equal tobegin on the Effective Date and end at midnight on the day prior to the three (3) year anniversary of the Effective Date. 12.2 This Agreement may be immediately terminated by either of the parties for cause by giving written notice to the other upon the occurrence of any of the following events: (a) on The other party breaches any material provision of this Agreement and fails to substantially cure such breach within thirty (30) days following the receipt from the non-breaching party of a jurisdiction-by-jurisdiction basis, written notice of such breach; which notice reasonably specifies the term extent and nature of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orsuch breach. (b) The other party (i) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to its debts under any bankruptcy, insolvency, or other similar law now or hereafter in those jurisdictions in which effect; (ii) makes a general assignment for the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedbenefit of creditors, fifteen (15iii) years from the date becomes insolvent, (iv) ceases doing business, and/or (v) takes any corporate action to authorize any of the first sale of a LICENSED VARIETY in such jurisdictionforegoing. 10.2 Each party 12.3 AMO shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy in its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(sentirety at any time upon providing twelve (12) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ months written notice to CERES, Allergan. AMO may also discontinue the manufacture of any individual Product upon providing twelve (a12) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by months written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change to Allergan. AMO shall send firm purchase orders to Allergan six (6) months prior to expiration or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before all Product(s) AMO desires Allergan to deliver during the six (6) month period prior to termination. Paragraphs 8Allergan agrees to review these orders by the last calendar day of the month and advise AMO that it will be able, 10or unable, 11, 13, 14, 15, 16, and 17 will survive any to achieve the requested volumes with either (i) confirmation of the purchase order(s) or (ii) notice of specific feasibility issues. Allergan shall use commercially reasonable efforts to maintain capacity in order to achieve the requested volumes. 12.4 Upon expiration or termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued pursuant to this Agreement shall cease, except as follows: (i) Obligations of confidentiality and use of information under Section 16 of this Agreement shall survive such expiration or termination; (ii) the indemnity obligations under Section 17 shall survive such expiration or termination; and (iii) expiration or termination of this Agreement for any reason by a party shall not relieve the parties of any obligation accruing prior to termination hereofsuch expiration or termination. 10.9 12.5 It is AMO's sole responsibility to transfer the technology required to manufacture Product(s) from Allergan to other manufacturers upon the expiration or termination of this Agreement. Allergan's assistance in such transfer will be provided at either the Waco Facility, Westport Facility or Sao Paulo Facility, as applicable, under the same conditions, both in terms of duration and substantive assistance, as the analytical technology transfer assistance described in Section 6.3. 12.6 Upon expiration of this Agreement, or in the event this Agreement is terminated for any reason including force majeure, AMO shall purchase all Raw Materials and Product(s) existing at the time of expiration or termination at Cost, provided that such Raw Materials and Product(s) were produced or purchased pursuant to Section 3 or Section 8 in response to actual purchase orders and forecasts submitted by AMO. Payment is due within thirty (30) days of invoice receipt from Allergan. 12.7 Upon expiration or termination of the Agreement, AMO has the option to purchase from Allergan, at Allergan's depreciated book value, production assets used by Allergan solely to manufacture Product(s), for AMO. Allergan will provide a list of these production assets to AMO twelve (12) months prior to the expiration of the Agreement. AMO must submit purchase orders for these assets at least six (6) months prior to the termination of the Agreement. AMO will be responsible for removal, crate and freight on this equipment. 12.8 Upon expiration or termination of this Agreement, no existing SUBLICENSES granted AMO shall assume sole responsibility for all reference standards and ongoing stability testing of the Product(s). All stability and retained samples will be shipped by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant Allergan EXW to the election physical storage location of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: AMO's choice at AMO's request, but no later than six (a6) NOBLE months from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach the expiration or termination of the provisions of this Agreement. Allergan will cooperate with AMO in the stability testing technology transfer to a new site, to the extent provided in Section 6.3.

Term and Termination. 10.1 Subject 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 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 14.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal toto the longer of: (a) on a jurisdiction-by-jurisdiction basis and variety-by-variety basis, fifteen (15) years from the date of the first sale of a LICENSED VARIETY; or (b) on a jurisdiction-by-jurisdiction basis and variety-by-variety basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or . Notwithstanding the foregoing, the parties may by mutual agreement, in writing, extend the term of this Agreement by additional five (b5) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionyear periods. 10.2 14.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 14.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or ); (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)); or (c) with one hundred twenty (120) days’ written notice to CERES, if the institutional mission, purpose or structure of NOBLE would change substantially. 10.4 14.4 CERES may may, after consultation with NOBLE NOBLE, terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any an AFFILIATED COMPANY and/or SUBLICENSEES. 10.5 14.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 14.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 1312, 14, 15, 16, 19, 20, 21, 22, 23 and 17 24 will survive any termination of this Agreement. 10.7 14.7 Upon termination by CERES pursuant to Paragraph 10.214.2 or by NOBLE pursuant to Paragraph 14.3(c), NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the each LICENSED VARIETIES VARIETY other than seed. Moreover, NOBLE will provide for the orderly transfer of CERES’ rights under this Agreement directly to UGARF; provided however, CERES seeks to assume such relationship directly. NOBLE represents that each license agreement between UGARF and NOBLE under which NOBLE grants options to CERES in this Agreement contains, or will contain when executed, a provision that if such agreement is terminated UGARF will directly grant a license to CERES under the same terms and conditions as agreed between NOBLE and CERES subject to CERES acceptance of such license. 10.8 Termination 14.8 If NOBLE terminates this Agreement under the provisions of Paragraph 14.3(a) or 14.3(b) prior to the RELEASE DATE of a variety from the group of NF/GA001, NF/GA002, NF/GA991, NF/GA992 and NF/GA993, NOBLE shall be relieved of its obligation to offer an option under Paragraph 4.1 and such variety (or varieties) will be treated as if CERES declined to exercise its option. 14.9 Immediately upon termination of this Agreement Agreement, except termination by CERES on the basis of Paragraph 14.2 or termination by NOBLE on the basis of Paragraph 14.3(c): (a) CERES shall not affect either destroy or return all BREEDER SEED and all FOUNDATION SEED to NOBLE. No compensation shall be due for any seed destroyed or returned pursuant to this paragraph. (b) CERES may continue to sell LICENSED VARIETY seed in the rights ordinary course of business for a period of one (1) year after the termination date; provided however, the royalties on such sales are paid in the amounts and obligations in the manner provided in this Agreement. Following such one (1) year period, all remaining inventory of LICENSED VARIETY seed must be destroyed, and CERES shall notify NOBLE of the parties accrued prior to termination hereofsame. 10.9 14.10 Upon termination of this Agreement, no existing SUBLICENSES sublicenses granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. Except in case of termination by CERES pursuant to Paragraph 14.2 or by NOBLE pursuant to Paragraph 14.3(c) and the establishment of a direct relationship by and between CERES and UGARF, NOBLE shall continue to be entitled to payments relating to under such SUBLICENSES sublicenses pursuant to this Agreement Agreement, and such SUBLICENSESSUBLICENSEES, pursuant to the election of each SUBLICENSEE, shall be become a sublicensee of NOBLE. 10.10 14.11 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of terminationtermination (or thereafter, pursuant to Paragraph 14.9(b)); and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

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

Term and Termination. 10.1 Subject 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 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 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 Subject to any other rights of termination under this paragraph, this Agreement 4.1 The LTA shall have be for a term equal toof 12 months, and shall commence on the Commencement Date and expire at midnight on the Expiry Date, unless earlier terminated in accordance with the provisions of this LTA. 4.2 ▇▇▇ shall be entitled to renew the LTA for a further term of 6 or 12 months and on the same terms and conditions, by giving the Contractor written notice of its intention to renew the LTA not less than 30 days prior to the Expiry Date, provided however that: (a) on a jurisdiction-by-jurisdiction basisThe Contractor shall be entitled to review its prices every 12 months from the Commencement Date, and not less than 90 days prior to expiry of each 12 month period, shall advise ▇▇▇ in writing as to price maintenance or proposed price increases/reductions; b) ▇▇▇ shall notify the Contractor in writing within 60 days of receipt of the notice, whether it agrees to the revised prices. 4.3 If the Parties: a) Agree to the revised prices, the term LTA shall be amended to reflect this; b) Do not agree to the revised prices, the LTA shall be terminated in accordance with art. 4.5. 4.4 In the event of a breach by one of the INTELLECTUAL PROPERTY RIGHTS Parties of a provision or provisions of the LTA, the other party may for valid cause, terminate the LTA upon 30 days written notice to the party in default, stating the respective jurisdiction covering reason for the LICENSED VARIETY; ortermination. (b4.5 In the event of a termination or expiry of this LTA: a) At ▇▇▇ request, the Contractor shall take immediate steps to deliver the Products in those jurisdictions a prompt and orderly manner and in which accordance with the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years terms of this LTA and shall not undertake any forward commitments from the date of the first sale termination notice or expiry date; b) The Contractor acknowledges that ▇▇▇ shall only pay the Contractor for Products satisfactorily provided in accordance with the LTA and pursuant to Purchase Orders placed to the date of a LICENSED VARIETY in such jurisdictionthe termination notice or expiry date. 10.2 Each party shall have 4.6.1 In case of failure by the right Contractor to terminate perform under the terms and conditions of this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligationsLTA, which shall include including but are not limited toto failure to obtain necessary export licences or to make delivery of all or part of the Products by the delivery date or dates, making required reports ▇▇▇ may, after giving the Contractor reasonable notice to perform and making required paymentswithout prejudice to any other rights or remedies, under this Agreement, and such party subsequently fails to cure such failure(s) within (exercise one or more of the following rights: a) thirty (30) days Procure all or part of the Products from other sources, in which event ▇▇▇ may hold the Contractor responsible for failures to remit payment for amounts due under this Agreement and (any excess cost occasioned thereby. In exercising such rights ▇▇▇ shall mitigate its damages in good faith; b) ninety (90) days for all other obligations after receipt Refuse to accept delivery of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale part of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of Products; c) Terminate the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.LTA;

Term and Termination. 10.1 Subject to any other rights 14.1 The term of termination under this paragraph, this Agreement shall have be thirty-nine (39) fiscal periods from the Effective Date, provided however that the Parties shall not less than eight (8) fiscal periods prior to the end of such thirty-ninth (39th) fiscal period determine in good faith a ramp-down schedule of production so as to minimize disruption to both Parties. If the Parties are unable to agree on the terms governing a ramp-down, ▇▇▇▇▇▇▇▇▇ shall be allowed to reduce its purchase commitment by not more than twenty percent (20%) per fiscal quarter, starting one fiscal quarter after the initial thirty-nine (39) fiscal period term equal toof this Agreement. ▇▇▇▇▇▇▇▇▇ will provide National with not less than ninety (90) days prior written notice of any such reduction. 14.2 This Agreement may be terminated, in whole or in part, by one Party sending a written notice to the other Party of its election to terminate, which notice specifies the reason for the termination, upon the happening of any one or more of the following events: (a) on the other Party is the subject of a petition filed in a bankruptcy court of competent jurisdiction-by-jurisdiction basis, whether voluntary or involuntary, which petition in the term event of an involuntary petition is not dismissed within sixty (60) days; if a receiver or trustee is appointed for all or a substantial portion of the INTELLECTUAL PROPERTY RIGHTS in assets of the respective jurisdiction covering other Party; or if the LICENSED VARIETYother Party makes an assignment for the benefit of its creditors; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but other Party fails to perform substantially any material covenant or obligation, or breaches any material representation or warranty provided for herein; provided, however, that no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within arise hereunder until sixty (a) thirty (3060) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice by the Party who has failed to perform from the non-breaching party other Party, specifying such failurethe failure of performance, and said failure having not been remedied or cured during said sixty (60) day period. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 14.3 Upon termination of this Agreement, no existing SUBLICENSES all rights granted by CERES or AFFILIATED COMPANIES to third parties hereunder shall be affected by such termination, immediately terminate and all such sublicenses each Party shall remain in effect according to their terms, pursuant return to the election of each SUBLICENSEE. NOBLE shall other Party any property belonging to the other Party which is in its possession, except that National may continue to be entitled retain and use any rights or property belonging to payments relating ▇▇▇▇▇▇▇▇▇ solely for the period necessary for it to such SUBLICENSES pursuant finish manufacturing during any ramp-down period. Nothing in this Section 14 is intended to this Agreement and such SUBLICENSESrelieve either Party of any liability for any payment or other obligations existing at the time of termination. 10.10 Termination 14.4 The provisions of Sections 11, 15, 16 and Paragraphs 18.5 and 18.8 shall survive the termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreementreason.

Term and Termination. 10.1 Subject The term of this Agreement shall commence on the Effective Date and continue as long as any Existing Agreement is in effect, including any extensions of any Existing Agreement. 10.2 Either Ford or Visteon may terminate this Agreement in the event that (a) the other party materially breaches this Agreement; (b) the other party becomes insolvent or enters bankruptcy, receivership, liquidation, composition of creditors, dissolution or similar proceeding; or (c) a significant portion of the assets of the other party necessary for the performance of this Agreement becomes subject to attachment, embargo or expropriation. In addition, Ford may terminate this Agreement in the following events: (i) thirty-five percent or more of the voting shares of Visteon become owned or controlled, directly or indirectly, by a competitor of Ford in the business of manufacturing motor vehicles; or (ii) all of the Existing Agreements become subject to termination or cancellation pursuant to their terms. 10.3 A party intending to terminate this Agreement pursuant to this Article 10 shall first notify the other party of the grounds for the intended termination. If the other party fails to remedy such grounds for termination within sixty (60) days of such notice (or any longer period of time as mutually agreed by the parties), then the terminating party may terminate this Agreement effective upon notice to the other party without the need for any judicial action. 10.4 The provisions of this Article 10 are without prejudice to any other rights of termination under this paragraph, this Agreement shall or remedies either party may have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term by reason of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date default of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESparty. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination In the event a competitor of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are Ford in the field on business of manufacturing motor vehicles acquires a significant interest in Visteon (directly or indirectly) Visteon will provide Ford with reasonable assurances that Visteon will utilize its best efforts to preserve the termination date, confidentiality of all information related to products produced for Ford and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seedFord product programs. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 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 of termination under this paragraph11.1 The Parties acknowledge that, except where otherwise expressly stated, this Agreement shall have a term equal to: (a) sets out the terms on a jurisdiction-by-jurisdiction basiswhich the Supplier has been carrying out and will continue to carry out the Services for the Recipient since the Effective Date and, for the avoidance of doubt, the Services provided by the Supplier to the Recipient prior to the date of signature of this Agreement shall be treated as Services provided pursuant to and in accordance with the terms of this Agreement as if this Agreement had been signed on the Effective Date. 11.2 This Agreement has an initial term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or 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 of this Agreement (the first sale “Initial Term”), unless terminated earlier pursuant to Section 11.3, following which, the Agreement shall be automatically renewed at the end of a LICENSED VARIETY in the Initial Term and following that on each anniversary of the Agreement for further periods of one year unless either Party gives written notice to the other Party not later than 3 months before the end of the Initial Term or such jurisdiction. 10.2 Each party shall have the right anniversary to terminate this Agreement unilaterally at the end of the Initial Term or on the relevant anniversary thereof (as the case may be). 11.3 This Agreement may be terminated immediately by giving either Party: 11.3.1 on written notice of termination to if the other party if such other party Party is in material breach of this Agreement and, in the event of a material breach capable of being remedied, fails to satisfy its remedy the 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 (b) ninety (90) days for all other obligations after of receipt of written notice from the non-breaching party specifying such failure.thereof in writing; 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 11.3.2 on written notice if the other Party becomes unable to pay its debts when due or insolvent or a receiver or administrator is appointed over the whole or any material part of the other Party’s assets or the other Party is struck off (without the ability to be reinstated) the Register of Companies (or similar register) in the commercially reasonable opinion jurisdiction where it was formed or an order is made or a resolution passed for winding up the other Party (unless such order or resolution is part of CERES the markets a voluntary scheme for the LICENSED VARIETY change reconstruction or do not develop as anticipated, so as to render the production, promotion and sale amalgamation of the LICENSED VARIETY uneconomical or impractical or Party as a solvent corporation and the resulting corporation, if CERES decides a different legal person, undertakes to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of be bound by 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 terms of this Agreement.); or 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 11.3.3 if 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 Party ceases to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESits Affiliate. 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 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 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 (a) The initial term of termination under this paragraph, this Agreement shall have be for five (5) years (“Initial Term”) starting from the Effective Date and shall automatically renew for successive one (1) year terms (each, a term equal to: (a) on a jurisdiction-by-jurisdiction basis“Renewal Term;” together with the Initial Term, the term “Term.”) unless either party sends the other written notification of its desire to terminate this Agreement at least sixty (60) days in advance of the INTELLECTUAL PROPERTY RIGHTS in expiration of the respective jurisdiction covering the LICENSED VARIETY; orthen-current Initial Term or Renewal Term. (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to Licensor may terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently effective immediately upon any of the following: (i) Licensee fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts pay any amount when due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with is not cured within thirty (30) days’ ; (ii) any warranty, representation, certification, or other statement made by or on behalf of Licensee and contained in this Agreement or in any other document furnished in compliance with or in reference to this Agreement is intentionally made incorrect, false, misleading, or untrue without Licensor’s prior written notice consent; (iii) Licensee has any Licensee Business Permit revoked, or suspended and such suspension is not cured within sixty (60) days,; (iv) Licensed Products fail industry testing or Quality Standards on three (3) or more occasions in any twelve (12) month period, and Licensee is not able to CEREScure, convert or mitigate the failure of testing or use the Licensed Products for another purpose under this Agreement (for example, an “Alternative Use Product” as defined in Exhibit B) after a reasonable time; (v) Licensee is or becomes Insolvent (as defined below); (vi) Licensee commits a breach of Section 1 of this Agreement and fails to correct such breach within thirty (30) days, (avii) if CERES seeks protection under Licensee commits a breach of any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any provision of this Agreement not otherwise listed in this section and fails to correct such proceeding is instituted against CERES breach within thirty (and not dismissed within one hundred twenty (12030) days; (viii) Licensee fails to meet sales goals by more than ten percent (10%) on three (3) or more occasions during any one calendar year under the term; (bviii) in case there is an Event of dissolution Default and Licensee fails to cure such Event of Default within thirty (30) days; (ix) there is a Change of Control of Licensee or winding up Licensor; or (x) Licensee commits three (3) or more material breaches of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by in a third party twelve (whether by sale12) month period, acquisitionregardless of cure. Notwithstanding the above, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do Licensor will not develop as anticipated, so as be entitled to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreementpoint prior to the expiration of the Initial Term except pursuant to any of clauses (i) through (x) of this Section 13(b). 10.6 Termination of (c) Licensor and Licensee agree and acknowledge that the parties have entered into a retail license agreement (the “Retail License Agreement”) executed contemporaneously with this Agreement for Licensee’s Retail Stores. The parties further agree that the Retail License Agreement entitles the Licensor for an option to purchase Licensee’s Retail Stores (the “Option”). The parties agree and acknowledge that the Option shall only apply to those Licensee’s Retail Stores that are delineated as a “Branded Retail Store” as defined in the Retail License Agreement. In the event that Licensor exercises its Option under the Retail License Agreement, the Licensor covenants that Licensee shall be entitled to continue to cultivate and manufacture the Licensed Products to third-party retailers in the Territory for the duration of the Term (or any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination renewal term) of this Agreement. 10.7 Upon termination . In the event that the Option is exercised by CERES pursuant to Paragraph 10.2the Licensor, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect be modified to omit the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this AgreementLicensor’s Retail Stores, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such terminationwhere applicable, and all such sublicenses shall remain amend the Goals, as reasonably necessary, as set forth in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESSection 5. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

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

Term and Termination. 10.1 3.1 The term of this Agreement shall commence on July 1, 2001 (the "Effective Date") and shall remain in effect for two (2) years thereafter, unless terminated earlier as provided herein. Subject to any other rights of termination under Intraware's and CorpSoft's mutual written agreement, this paragraphAgreement may be renewed for additional one (1) year terms provided the iPlanet is also in effect for the same renewal period. In the event CorpSoft does not enter into an iPlanet Agreement with Sun by July 30, 2001, this Agreement shall terminate on that date and neither party shall have any liability to the other as a term equal to: result of any such termination, provided however the termination date may be extended by mutual written agreement. In addition, Intraware may terminate this Agreement if CorpSoft and Sun do not enter into the agreement as described in Section 8.2 below within five (a5) on a jurisdiction-by-jurisdiction basis, the term business days of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the effective date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each iPlanet Agreement, and neither party shall have the right to terminate this Agreement unilaterally by giving written notice of termination any liability to the other party as a result of any such termination. 3.2 On a monthly basis, CorpSoft and Intraware agree to review the sales activity and sales revenues for the previous month and compare such results against the sales goals in the following rows of Exhibit C (which may be amended from time to time by mutual written agreement): Revenue (New Licenses), Gross Profit (New Licenses), Revenue (Renewals), Gross Profit (Renewals), Total 3rd Party Product GP. Approximately six (6) months after the Effective Date, Intraware and CorpSoft will review this Agreement for the purpose of determining whether or not sales goals and expectations are being achieved. 3.3 Either party may terminate this Agreement if such the other party fails to satisfy its party: (i) commits a material obligations, which shall include but are breach of this Agreement and does not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) the breach within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from receiving the non-breaching party specifying such failureparty's written notice of the breach or (ii) becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any proceeding under any federal or state statute relating to insolvency or the protection of rights of creditors. 10.3 NOBLE will have 3.4 In the right to terminate event the iPlanet Agreement expires or terminates, then this Agreement unilaterally shall terminate concurrent with the expiration or termination date of the iPlanet Agreement. In the event the iPlanet Agreement expires or terminates within two (2) years of the Effective Date and (i) within such two (2) year period CorpSoft enters into a new agreement with Sun for the resale of iPlanet on a direct basis, and (ii) within thirty (30) days’ days after receiving written notice from CorpSoft of such new agreement between CorpSoft and Sun, Intraware terminates any agreement then in effect between it and Sun for the resale of iPlanet, then Intraware shall receive **** (as described in Section 9.2 below) resulting from such new agreement between CorpSoft and Sun for a period equal to CERES, two (a2) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case years minus the duration of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise))the original iPlanet Agreement. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop 3.5 Intraware and CorpSoft acknowledge that as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination a result of this Agreement for any reason both parties will not relieve obtain information and knowledge regarding iPlanet customers and prospective customers and that some customers may be customers of both Intraware and Corpsoft. Intraware and CorpSoft agree that upon the expiration or termination of this Agreement either party may pursue sales opportunities with iPlanet customers and prospective customers without obligation to the other party. 3.6 As of the effective date of the expiration or termination of this Agreement, Intraware shall cease marketing and selling iPlanet, on behalf of CorpSoft, and neither party shall have any further obligation to the other party except as otherwise specified herein. Within thirty (30) days of the expiration or liability accrued under termination of this Agreement before termination Agreement, each party shall return all tangible information, data, and materials, including without limitation Confidential Information, belonging to the other party and delete all electronic information or rescind any payments made or due before terminationdata belonging to the other party. Paragraphs 8Sections 5.1.6, 9.4 and 9.6 (for three years from the Effective Date), 10, 1111.1, 12.2, 13, 14, 15, 16, 16 and 17 will shall survive any the expiration or termination of this Agreement. 10.7 Upon termination by CERES pursuant . Furthermore, to Paragraph 10.2the extent applicable, NOBLE will promptly deliver to CERES any Sections 3.4, 6.2, and all BREEDER SEED in its possession and promptly upon harvesting, any 9.2 shall survive for the balance of the aforementioned seed from plants which are two (2) year period of time referenced in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seedSection 3.4. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights 15.1 The term of termination under this paragraph, this Agreement shall have be thirty-nine (39) fiscal periods from the Effective Date; provided, however, that the Parties shall not less than eight (8) fiscal periods prior to the end of such thirty-ninth (39th) fiscal period determine in good faith either an extension to this Agreement or a ramp-down schedule of production so as to minimize disruption to both Parties. If the Parties are unable to agree on the terms governing a ramp-down, National shall be allowed to reduce its purchase commitment by not more than twenty percent (20%) per fiscal quarter, starting one fiscal quarter after the initial thirty-nine (39) fiscal period term equal toof this Agreement. National will provide ▇▇▇▇▇▇▇▇▇ with not less than ninety (90) days prior written notice of any such reduction. 15.2 This Agreement may be terminated, in whole or in part, by one Party sending a written notice to the other Party of the termination of this Agreement, which notice specifies the reason for the termination, upon the happening of any one or more of the following events: (a) on the other Party is the subject of a petition filed in a bankruptcy court of competent jurisdiction-by-jurisdiction basis, whether voluntary or involuntary, which petition in the term event of an involuntary petition is not dismissed within sixty (60) days; if a receiver or trustee is appointed for all or a substantial portion of the INTELLECTUAL PROPERTY RIGHTS in assets of the respective jurisdiction covering other Party; or if the LICENSED VARIETYother Party makes an assignment for the benefit of its creditors; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but other Party fails to perform substantially any material covenant or obligation, or breaches any material representation or warranty provided for herein; provided, however, that no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within arise hereunder until sixty (a) thirty (3060) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice by the Party who has failed to perform from the non-breaching party other Party, specifying such failurethe failure of performance, and said failure having not been remedied or cured during said sixty (60) day period. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 15.3 Upon termination of this Agreement, no existing SUBLICENSES all rights granted by CERES or AFFILIATED COMPANIES to third parties hereunder shall be affected by such termination, immediately terminate and all such sublicenses each Party shall remain in effect according to their terms, pursuant return to the election of each SUBLICENSEE. NOBLE shall other Party any property belonging to the other Party which is in its possession, except that ▇▇▇▇▇▇▇▇▇ may continue to be entitled retain and use any rights or property belonging to payments relating National solely for the period necessary for it to such SUBLICENSES pursuant finish manufacturing the currently forecasted ▇▇▇▇▇▇▇▇▇ Assured Capacity and/or complete any production ramp-down activity. Nothing in this Section 15 is intended to this Agreement and such SUBLICENSESrelieve either Party of any liability for any payment or other obligations existing at the time of termination. 10.10 Termination 15.4 The provisions of Sections 2, 12, 16, 17 and Paragraphs 19.5 and 19.8 shall survive the termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreementreason.

Term and Termination. 10.1 Subject to any other rights 14.1. This term of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, commence upon the term Effective Date and terminate upon the completion of the INTELLECTUAL PROPERTY RIGHTS Parties’ Study-related activities under the Agreement, unless terminated early as further described in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionthis Section. 10.2 Each party shall have 14.2. CRO has the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) upon thirty (30) days prior written notice to the Institution. This Agreement may be terminated immediately at any time for failures any reason by the Institution or CRO when, in their judgment or that of the Principal Investigator, the Institution’s IRB, Scientific Review Committee, if applicable, or the Food and Drug Administration, it is determined to remit payment be inappropriate, impractical, or inadvisable to continue, in order to protect the Study subjects' rights, welfare, and safety, or the IRB otherwise disapproves the Study. If for amounts due any reason Principal Investigator becomes unavailable to direct the performance of the work under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from Agreement, Institution shall promptly notify CRO. If the non-breaching party specifying such failure. 10.3 NOBLE will have the right Parties are unable to terminate identify a mutually acceptable successor, this Agreement unilaterally with may be terminated by either Party upon thirty (30) days’ days written notice notice. 14.3. Notwithstanding the above a Party may, in addition to CERES, (any other available remedies: a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE immediately terminate this Agreement by written notice if in upon the commercially reasonable opinion other Party’s material failure to adhere to the Protocol, except for deviation required to protect the rights, safety, and welfare of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASSStudy subjects; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES.and/or 10.5 The parties may b) terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation upon the other Party’s material default or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination breach of this Agreement, no existing SUBLICENSES granted by CERES provided that the defaulting/breaching Party fails to remedy such material default, breach, or AFFILIATED COMPANIES failure to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant adhere to the election of each SUBLICENSEEProtocol within thirty (30) business days after written notice thereof. 14.4. NOBLE shall continue In addition to be entitled to payments relating to such SUBLICENSES pursuant to the above, this Agreement and such SUBLICENSES. 10.10 Termination may be terminated by Institution in the event of a material default or breach of this Agreement shall not preventby CRO, or by CRO in the event of a material breach of this Agreement by Institution, provided that the defaulting/breaching party fails to remedy such material default or breach within thirty (30) business days after written notice thereof. 14.5. In the event that this Agreement is terminated prior to completion of the Study, for any reason, Institution shall: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of notify the provisions of this Agreement.IRB that the Study has been terminated;

Term and Termination. 10.1 Subject to any other rights 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 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 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 17.1 This Agreement shall become effective as of the Effective Date, and shall remain in effect initially until the Expiration Date, or otherwise terminated by the Parties in accordance with the provisions of this Agreement (“Term”). 17.2 This Agreement may be terminated by a Party, with written notice, without prejudice to any other rights such Party may have, upon the occurrence of termination under this paragraph, this Agreement shall have a term equal toeither one or more of the following events stated below: (a) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS by either Party 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 event that the other party if Party voluntarily files a petition in bankruptcy or has such other party fails to satisfy its material obligations, a petition involuntarily filed against it (which shall include but are petition is not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) discharged 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 filing), or is placed in an insolvency proceeding, or if an order is issued appointing a receiver or trustee or equivalent official or a levy or attachment is made against a substantial portion of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with its assets which order shall not be vacated, or set aside within thirty (30) days’ days from date of issuance, or if any assignment for the benefit of its creditors is made; b) by either Party in the event that the other has failed in the performance of any material contractual obligation herein contained or has otherwise breached this Agreement, provided that such default or breach is not remedied to the Party’s reasonable satisfaction within thirty (30) days after written notice to CERES, (athe other Party specifying the nature of such default and requiring remedy of the same; c) if CERES seeks protection by Customer in the event [***] fails to perform the obligations as set out in Section 2.4; or Master Supply Agreement – [***] 12 d) by [***] in the event that Customer fails to pay the Deposit or Incremental Deposit to [***] as required 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))Section 2.3. 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 17.3 Termination of this Agreement for any reason will shall not relieve either party of affect any obligation or liability accrued under which from the context thereof is intended to survive the termination of this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8Agreement, including without limitation, Sections 1, 9, 10, 11, 1312, 14, 15, 1617, 18, 19, 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 20 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 which shall continue to be entitled binding upon the Parties to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESthe extent stated therein (where applicable). 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 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 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 The term of termination under this paragraph, this Agreement shall have a term equal to: will commence on the Effective Date and will continue through the anniversary of such date in the next calendar year (the “Term”). This Agreement may be extended for an additional period by mutual written agreement. This Agreement may be terminated by either Party hereto: (a) on a jurisdiction-by-jurisdiction basiswith Cause (as defined below), the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, upon fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving days prior written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(sParty; or (b) within (a) without cause upon thirty (30) days for failures prior written notice to remit payment for amounts due under the other Party. For purposes of this Section 3, “Cause” shall include: (i) a breach of the terms of this Agreement and which is not cured within sixty (b) ninety (9060) days for all other obligations after receipt of written notice from of such default or (ii) the non-breaching party specifying such failure. 10.3 NOBLE will have commission of any act of fraud, embezzlement or deliberate disregard of a rule or policy of the right Company; iii) Consultant’s failure to terminate this Agreement unilaterally with thirty perform Executive’s duties (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if other than any such proceeding is instituted against CERES failure resulting from incapacity due to physical or mental illness); iv) Consultant’s failure to comply with any valid and legal directive of the Company; v) Consultant’s engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the Company or its affiliates; vi) Consultant’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company; vii) Consultant’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (and not dismissed within one hundred twenty (120) daysor state law equivalent) or (b) in case of dissolution a crime that constitutes a misdemeanor involving moral turpitude, if such felony or winding up of CERES (excluding any situation where all or substantially all of CERES’ assetsother crime is work-related, stock or business materially impairs the Consultant’s ability to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets perform services for the LICENSED VARIETY change Company, or do not develop as anticipated, so as results in material/reputational or financial harm to render the production, promotion and sale Company or its affiliates; viii) Consultant’s material violation of the LICENSED VARIETY uneconomical Company’s written policies or impractical codes of conduct, including written policies related to discrimination, harassment, performance of illegal or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16unethical activities, and 17 will survive any termination ethical misconduct: ix) the consultant’s willful unauthorized disclosure of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: Confidential Information (a) NOBLE from recovering any royalties due as of terminationdefined below); 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 Notwithstanding its date of execution, this Agreement will be effective on 18.2 Unless this Agreement is terminated pursuant to any other rights the terms of termination under this paragraphArticle, this Agreement shall have a term equal tocontinue so long as the UNA remains in existence. 18.3 This Agreement will be automatically terminated if: (a) on there is a jurisdiction-by-jurisdiction basis, the term dissolution of the INTELLECTUAL PROPERTY RIGHTS in UNA; (b) all or any of the respective jurisdiction covering Neighbourhood Housing Areas become part of the LICENSED VARIETYCity of Vancouver or another municipality or local authority or similar type of governing body (other than the Metro Vancouver Regional District); (c) the termination occurs pursuant to Section 18.5; or (bd) 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 gives 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) at least 90 days’ written notice of its intention to CERES, terminate this Agreement. 18.4 In the event UBC concludes that the UNA: (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement has amended its Constitution or comparable proceeding or if any such proceeding Bylaws in a manner which is instituted against CERES (and not dismissed within one hundred twenty (120) days) or inconsistent with the purposes of the UNA as described in Section 3.1, (b) breached or failed to comply with any of its obligations under this Agreement, (c) uses the Neighbours’ Fund in case a manner inconsistent with the purposes for which the Neighbourhood Levy has been collected, or (d) has otherwise acted contrary to the public interest or to the intent or purposes of dissolution or winding up this Agreement, then UBC may request that the UNA respond to such allegations upon receiving written notice from UBC. Thereafter, the UNA will have 30 days from the receipt of CERES (excluding any situation where all such notice to respond to such allegations and if appropriate, remedy or substantially mitigate the matter 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))UBC’s satisfaction. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice 18.5 In the event the UNA fails to respond to the allegations or, if in applicable, remedy or substantially mitigate the commercially reasonable opinion of CERES matter all to UBC’s satisfaction within the markets for the LICENSED VARIETY change or do not develop as anticipated30 day period, 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 UBC may terminate this Agreement upon the expiry of 60 days’ notice of UBC’s intention to terminate, subject only to a final determination made pursuant to Sections 19.2 and 19.3. 18.6 Failure of UBC to take any of the steps set out in Sections 18.4 and 18.5 will not be deemed to be a waiver of UBC’s rights to take such steps at any time by mutual, written agreementtime. 10.6 Termination 18.7 Any agreements made and any licences granted from time to time for particular Facilities or Amenities pursuant to this Agreement or predecessor agreements will immediately terminate upon the 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 regardless of the aforementioned seed from plants which are terms set out 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 those agreements or licences. Upon termination of this Agreement, no existing SUBLICENSES granted by CERES any monies, records, or AFFILIATED COMPANIES to third parties other assets that are in the custody or control of the UNA as a result of the operation of this Agreement, or any related agreement, shall be affected by such terminationdelivered to UBC forthwith. Without limiting the generality of the foregoing, and all such sublicenses shall remain any rights that the UNA may enjoy 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 connection with Facilities or Amenities as a result of this Agreement or a predecessor agreement, or any licence agreements contemplated herein, 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 Agreementbe terminated and shall revert to UBC.

Term and Termination. 10.1 Subject to any other rights (a) The terms of termination under this paragraph, this Agreement shall have begin on the Effective Date, and shall continue for a term equal to: period of two (a2) on a jurisdiction-by-jurisdiction basis, years from the term Acceptance Date (the "Initial Term") unless sooner terminated as provided below. This Agreement will terminate upon expiration of the INTELLECTUAL PROPERTY RIGHTS Initial Term, unless the Parties mutually agree in writing to renew the respective jurisdiction covering terms of this Agreement for successive Renewal Terms of one (1) year, by providing such written acknowledgement no less than sixty (60) days prior to the LICENSED VARIETY; orexpiration of the Initial Term or applicable Renewal Term. (b) in those jurisdictions in which This Agreement may be terminated by a party for cause immediately by written notice upon the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date occurrence of any of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to following events: (i) if the other party ceases to do business, or otherwise terminates its business operations; (ii) if such the other party fails shall fail to satisfy promptly secure or renew any material license, registration, permit, authorization or approval for the conduct of its material obligations, which shall include but are not limited to, making required reports and making required payments, under business in the manner contemplated by this Agreement, or if any such license, registration, permit, authorization or approval is revoked or suspended and such party subsequently not reinstated within thirty (30) days; (iii) if the other breaches any material provision of this Agreement and fails to fully cure such failure(s) breach within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from describing the non-breaching party specifying such failure.breach; or 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (aiv) if CERES the other becomes insolvent; or seeks protection under any bankruptcy, insolvency, receivership, trust, trust deed, creditors creditor's arrangement composition or comparable proceeding proceeding, or if any such proceeding is instituted against CERES (the other and not dismissed within one hundred twenty thirty (12030) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES (c) This Agreement may after consultation with NOBLE terminate this Agreement be terminated by Lender for cause immediately by written notice if a bank regulatory agency having authority over Lender issues an order or directive finding the Service provided to Lender will cause Lender to be subject to regulatory sanction unless such Service is modified and DealerTrack fails to modify such Service in the commercially reasonable opinion accordance with such order or directive within such period of CERES the markets for the LICENSED VARIETY change or do not develop time as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected permitted by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESregulatory agency. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 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 of termination under this paragraph, this a. This Agreement shall have a term equal to: (a) commencing 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 hereof and ending on the close of business in New York, NY on the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party third anniversary hereof. JAKKS shall have the right to terminate this Agreement unilaterally by giving with respect to a particular Product, upon twenty (20) days' prior written notice to JI, in the case 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 Agreementnon-electronic Products, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days prior written notice to JI, in the case of electronic Products, in the event JI shall fail to supply the Product Vendee that particular Product within twenty (20) days of the requested supply date set forth in the purchase order for failures non-electronic Products and thirty (30) days of the requested supply date set forth in the purchase order for electronic Products, provided, however, that in the exercise of its discretion JAKKS or the Product Vendee may determine to remit payment for amounts due under accept such late shipment. b. JI or JAKKS may terminate this Agreement and (b) ninety (90) days for all other obligations after receipt of by giving written notice from thereof to the other Party in the event that the other Party shall have breached or defaulted in any material respect in the performance of an obligation imposed on such other Party hereunder (including non-payment by the Product Vendee in accordance with paragraph 4(a) above and failure to comply with the pricing requirements of paragraph 4(b)); provided that the non-breaching party specifying Party shall have notified the breaching Party in writing of such failure. 10.3 NOBLE will have breach or default, advising of the right to terminate this Agreement unilaterally with nature of the breach or default, and within ten (10) calendar days after the date of such notice in the case of monetary defaults and thirty (30) days’ written calendar days after the date of such 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 the case of dissolution non-monetary defaults, the breaching Party shall not have cured such breach or winding up default. For purposes of CERES (excluding any situation where all this paragraph, notices may be given or substantially all received by JAKKS on behalf of CERES’ assets, stock or business to which the Toymax Companies. c. If this Agreement relates is terminated pursuant to the provisions of this Article 8, the Parties shall be bound by the following provisions: i. Except with respect to Non-Conforming Products, all pending orders placed by the Product Vendee on or before receipt of a notice of termination for the Products shall be fulfilled by JI and delivered on the supply dates requested by the Product Vendee, be paid for in accordance with the terms and provisions hereof and with respect to quality remain subject to the provisions hereof, except where this Agreement has been terminated by JI as a result of a material breach by JAKKS or the Product Vendee such as non-payment, in which event fulfillment of such purchase orders shall be at the option of JI, and if such purchase orders are acquired by a third party (whether by salenot fulfilled in accordance with their terms, acquisition, merger, operation of law or otherwise))the Product Vendee shall have no further obligation to make payment for such pending orders. 10.4 CERES may after consultation with NOBLE terminate ii. After this Agreement is terminated, all Confidential Information shall be returned by written notice if the recipients to the disclosing parties as set forth 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 Section 6 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 16.1 This Agreement shall be for an initial term commencing as of termination under this paragraph, the date of this Agreement and continuing until the 5th anniversary of the Launch Date. This Agreement will be automatically renewed for further consecutive three (3)-year terms unless either party shall have a provide the other with written notice of its intent not to renew the Agreement, given not less than six (6) months prior to the expiration of the initial term equal toor any renewal term then in effect; provided however, that delivering such notice of intent not to renew shall not affect any of the other substantive rights or obligations of the parties hereunder accrued or arising during the remainder of the initial or renewal term (as the case may be). 16.2 This Agreement may be terminated: (a) on a jurisdiction-by-jurisdiction basis, pursuant to the term provisions of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orSection 16.1; (b) by notice 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 writing by either party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to if the other party if such shall default in the performance of any of its other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, obligations under this Agreement, Agreement and such party subsequently fails to cure such failure(s) within (a) default shall continue for a period of not less than thirty (30) days for failures after written notice specifying such default shall have been given; provided, however, that if such default is not capable of being cured within such thirty (30) day period but the party in default initiates and diligently continues good faith efforts to remit payment for amounts due under this Agreement and cure such default, such thirty (b30) day period shall be extended to ninety (90) days for all days; (c) by either party if the other obligations after receipt party makes an arrangement with its creditors or goes into bankruptcy, receivership or liquidation, or if a receiver or a receiver and manager is appointed in respect of the whole or a major part of the property or business of the party in default; (d) by Purepac in the event that API supplied by Plantex shall fail to meet Specification with sufficient frequency (and following written notice from the non-breaching party specifying thereof to Plantex after each such failure.) that Purepac's ability to maintain or acquire market share for the Finished Product is materially impacted; 10.3 NOBLE will have (e) by either party if a major part of 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 assets 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 the assets of the other party are disposed of or business to which this Agreement relates are acquired by a third party; or (f) by a party (whether if it has been notified 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 other party of any circumstances constituting force majeure, as set forth in Section 17 hereof and that such force majeure continues for a consecutive period of six (6) months. Any obligation of Plantex to supply API or liability of Purepac to make payments to Plantex which accrued under this Agreement before prior to the expiration or 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 hereofsurvive such expiration or termination. 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 effect as long as any relevant Agreement Ad- dendum(s) is/are in force. 3.2 The Agreement and the Agreement Addendum(s) may be terminated at any time by either Party for any breach by the other Party of the obligations set out in it/them, by giving writ- ten notice to the other of its intention to terminate. The notice shall include a term equal todetailed 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 take effect. 3.3 Either Party shall be entitled to immediately terminate the Agreement and any Agreement Addendum - in whole or in part - by a written notification to the other Party: (ai) on if the other Party commits a jurisdiction-by-jurisdiction basis, the term material breach of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orAgreement or any Agreement Addendum; (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 Party repeatedly commits breaches even if such remedied within the period given in clause 3.2; (iii) if the other party fails Party is either subject to satisfy an enforcement action by any regulator, being a professional body having regulatory, supervisory or governmental authority, or ceases to be authorised under applicable law, in either case preventing the Party from performing its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due obligations under this Agreement and or the Agreement Adden- dum(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, receivershipadmin- istrator, 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 termi- nation 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 Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basisThis Agreement shall become effective upon the Effective Date, and shall remain in effect for one (1) year (“Initial Term”). At the end of the Initial Term, the term Agreement shall automatically renew for two (2) successive terms of one (1) year each (each, a “Renewal Term”) unless either party notifies the other at least thirty (30) calendar days prior to the end of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orInitial Term or any Renewal Term of its wish not to renew for a subsequent Term. (b) in those jurisdictions in which This Agreement may be terminated at any time: i. by either party, for any reason or no reason whatsoever, upon the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen delivery of thirty (1530) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving calendar days’ written notice of termination to the other party; ii. by either party, immediately upon written notice to the other party, if a party ceases doing business, becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed for its assets, or an order has been made for its “winding-up”; and iii. by ▇▇▇▇’▇, immediately upon written notice to Shelter, if such other party (A) Shelter loses and/or fails to satisfy maintain its status as a 501(c)(3) not-for-profit organization or governmental entity; (B) Shelter breaches its material obligationsobligations (including, which shall include but are not limited to, making required reports and making required payments, nonpayment or any obligations under Section 2); or (C) Shelter’s account remains inactive for a minimum of three (3) months. (c) Upon the expiration or termination of this Agreement, ▇▇▇▇’▇ shall cease providing the discounts described in Appendix B, and such party subsequently fails to cure such failure(s) the Shelter shall within (a) thirty (30) days thereof pay any outstanding amounts owed to ▇▇▇▇’▇. Additionally, upon ▇▇▇▇’▇ request, the Shelter shall return to Hill’s or make available for failures pick up by Hill’s or its designated agents, any Hill’s promotional materials which Hill’s had provided to remit payment for amounts due under this Agreement the Shelter (including without limitation, any coupons, Adopter Kits, signage, posters, educational materials and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)display racks). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this 3.1. This Agreement shall have become effective on Commencement Date and shall, unless sooner terminated as provided below, remain in effect for twelve 3.2. This Agreement shall automatically continuously be renewed for a term equal to: successive twelve (a12) on a jurisdiction-by-jurisdiction basismonths period, 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 unless either Party provides written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) at least thirty (30) days prior to the expiration of the term mentioned above in Clause 3.1 or any of the successive periods following thereon. 3.3. Either Party may terminate this Agreement upon written notice to the other Party: 3.3.1. Immediately, in the event the other Party becomes insolvent, files a petition in bankruptcy or makes an assignment for failures to remit payment for amounts due the benefit of its creditors; 3.3.2. Immediately, if either Party materially breaches its obligations under this Agreement and if curable, fails to cure the breach within three (b) ninety (903) days for all other obligations after receipt receiving written notice. 3.4. CLIENT shall be entitled to terminate in writing this Agreement: 3.4.1. If GENIUSWORKS purports to amend this Agreement unilaterally, provided that such notice of written notice termination is provided to GENIUSWORKS no later than fourteen (14) days from the non-breaching party specifying such failuredate on which CLIENT is notified of the projected amendment. 10.3 NOBLE will 3.5. GENIUSWORKS shall have the right – at its sole discretion - to terminate this Agreement unilaterally immediately by providing the CLIENT with thirty (30) days’ written as much prior 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 as reasonably practicable in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change event that: 3.5.1. One or do not develop as anticipated, so as to render the production, promotion and sale more of the LICENSED VARIETY uneconomical Network Operators upon which the provision of GENIUSWORKS Services hereunder is dependent terminates its provision of services to GENIUSWORKS; or 3.5.2. Any modification to GENIUSWORKS’s existing Network Operator contracts, to the Mobile Marketing Association Code of Conduct, or impractical or if CERES decides to cease substantially any change in all activities in SWITCHGRASS; provided howeverapplicable foreign, CERES shall terminate its promotionfederal, 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, 16state, and 17 will survive any termination local laws, rules and regulations as they may be amended from time to time, which makes the rendering of this AgreementGENIUSWORKS Services illegal or contrary to a law, regulation, or the Mobile Marketing Association Code of Conduct, or prohibitively difficult or expensive for GENIUSWORKS, in sole discretion of GENIUSWORKS. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject a) The initial term ("Initial Term") of this Agreement shall be from June 1, 2003 to any other rights of termination under this paragraphDecember 31, 2008. Unless otherwise terminated pursuant to the terms hereof, this Agreement shall have a term equal to:automatically renew for additional one-year periods beginning December 31, 2008. (ab) on a jurisdiction-by-jurisdiction basisEither party may terminate this Agreement, the term without cause, 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 Initial Term or any renewal term by giving written notice of such termination not less than ninety (90) days prior to the other party if end of such other party term. c) MIC may terminate this Agreement in the event that MDAS fails to satisfy its generate 200,000 PPU's the first year, or for any subsequent calendar year period, by giving MDAS ninety (90) days written notice of such termination. d) NationsRx may terminate MIC's right to sell PBP's under this Agreement in the event that MIC fails to generate 10,000 PBP's the first year, or for any subsequent calendar year period, by giving MIC ninety (90) days written notice of such termination e) This Agreement may also be terminated immediately upon written notice as follows: 1) by mutual written agreement of the parties; 2) If a party commits a material obligations, which shall include but are not limited to, making required reports and making required payments, under breach of this Agreement, and such party subsequently fails to cure such failure(s) within (a) breach is not cured for a period of thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from is given to the breaching party specifying the nature of the breach and requesting that it be cured within the thirty (30) day period to the satisfaction of the non-breaching party; 3) In the event any party specifying such failurefiles bankruptcy, becomes insolvent, has a receiver of its assets appointed, makes a general assignment for the benefit of creditors, or has any procedure commenced for reorganization of its affairs. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30f) 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 AgreementAgreement by either party, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties all obligations hereunder shall be affected by cease, except as follows: 1) that MIC and NationsRx will provide the contracted member services until such terminationtime as all memberships hereunder expire, and all such sublicenses and 2) That each party shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating receive any and all compensation that became due the party prior to such SUBLICENSES pursuant to this Agreement termination 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 Agreementand all renewals whether occurring before or after termination.

Term and Termination. 10.1 Subject 16.1 The Term of this Agreement shall commence on the date of this Agreement and, subject to earlier termination provisions contained in this Agreement, shall: 16.1.1 thereafter continue in force for 10 years (the "Initial Term"); and 16.1.2 be automatically renewed for successive additional terms of 10 years (each of which, the "Subsequent Term") on the same terms and conditions herein at the expiry of the Initial Term or (as the case may be) at the expiry of each Subsequent Term unless either Party gives, at least 2 years prior to the expiry of the Initial Term or (as the case may be) any other rights of termination under this paragraphthe Subsequent Terms, written notice of its intent not to renew the Term at the expiry of the then current Initial Term or (as the case may be) Subsequent Term (the "Non-Renewal Notice"). 16.2 If either Party gives the Non-Renewal Notice in accordance with Clause 16.1.2, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, be deemed to expire at the term end of the INTELLECTUAL PROPERTY RIGHTS in then current Initial Term or (as the respective jurisdiction covering the LICENSED VARIETY; or (bcase may be) 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 jurisdictionSubsequent Term. 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 16.3 SG may terminate this Agreement at forthwith by giving notice in writing to GTI if: 16.3.1 the Fiber Processing Stage Successful Launch does not take place within 36 months (or any time such longer period as agreed 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 the Parties in writing) after the date of this Agreement; or 16.3.2 GTI shall commit any serious or persistent breach of any of its obligations hereunder and (in the case of a breach capable of being remedied) shall have failed, within 90 days after the receipt of a written request from SG so to do, to remedy the breach (such request to contain a warning of SG's intention to terminate). 10.7 Upon termination 16.4 GTI may terminate this Agreement forthwith by CERES pursuant giving notice in writing to Paragraph 10.2, NOBLE will promptly deliver to CERES SG if SG shall commit any and all BREEDER SEED in its possession and promptly upon harvesting, serious or persistent breach of any of the aforementioned seed from plants which are its obligations hereunder and (in the field on case of a breach capable of being remedied) shall have failed, within 90 days after the termination datereceipt of a written request from GTI so to do, and NOBLE will grant CERES access to facilities and fields under remedy the breach (such request to contain a warning of GTI's intention to terminate. 16.5 Either Party may terminate this Agreement forthwith by giving notice in writing to the other Party (the "Defaulting Party") if the Defaulting Party shall: 16.5.1 pass a resolution for its control winding up (otherwise than for the purpose of collecting germplasm a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect and the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect resolution or 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 order remains in effect according for a continuous period of 28 days; or 16.5.2 have a receiver or administrative receiver appointed of it or over the whole or any substantial part of its undertaking or assets and the appointment remains in effect for a continuous period of 28 days; or 16.5.3 cease 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 SUBLICENSEScarry on its business. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this 14.1 This Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term commence as of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or Effective Date and continue for a minimum 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 of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each ("Initial Term"). This Agreement shall be extended thereafter for one (1) year periods unless either party shall have the right to terminate this Agreement unilaterally by giving give written notice of termination at least ninety (90) days prior to the end of the then current Term. 14.2 Either party may immediately terminate this Agreement, in whole or in part, in the event that the other party if shall become insolvent, file or have filed against it (and not dismissed within thirty (30) days) a petition in bankruptcy, undergo a reorganization pursuant to a petition in bankruptcy filed with respect to it, or makes an assignment of their assets for the benefit of creditors. 14.3 In addition to the rights set forth above, NETRIX shall have an immediate right of termination in the event that SMTC does not attain the delivery or quality criteria set forth in Paragraph 6. SMTC shall be given a written 30 day notice to cure any such other party fails problem. 14.4 Upon termination by NETRIX as provided in this Agreement, SMTC agrees to satisfy its material obligationstransfer to NETRIX: (1) any outstanding orders it has placed for raw materials/component parts; (2) inventory on hand related to the Products; (3) dedicated fixtures or equipment pertaining to the manufacture or assembly of the Product paid for by NETRIX; and (4) all manufacturing/assembly know-how related to SMTC's manufacture of the Product, which shall include including but are not limited to, making required reports assembly/test documentation and making required paymentstest programs. All applicable cancellation charges will apply in regard to this termination. 14.5 In the event that this Agreement is terminated, under this AgreementSMTC will use its best efforts to assist NETRIX in securing and establishing an alternate source of supply by transfer of NETRIX documents, and provided such party subsequently fails support shall be limited to cure such failure(sa three (3) month period and shall take place only within (a) the Continental United States and further provided that NETRIX pays all charges described in Paragraph 8.2 in the event of termination. 14.6 SMTC may terminate this Agreement thirty (30) days or more after making written demand for failures payment to remit payment for amounts due under NETRIX in the event that NETRIX fails to pay an invoice submitted to it within the net forty-five (45) days from date of invoice as required. In the event SMTC terminates 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 SUBLICENSESparagraph, NETRIX shall be liable for all applicable cancellation charges. 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 This Agreement shall have continue with full force and effect for one (1) year from the Effective Date (the "Initial Term") and shall thereafter renew for successive one (1) year terms (each, a term equal to: "Renewal Term") unless terminated by either Party for any reason upon ninety (a90) on a jurisdiction-by-jurisdiction basis, days notice prior to the term end of the INTELLECTUAL PROPERTY RIGHTS in Initial Term or any Renewal Term, as 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 obtainedcase may be, 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 (the "Term"). Either Party may terminate this Agreement at any time, effective immediately, upon written notice to the other Party, if such other party fails to satisfy Party: (i) breaches any of its material obligations, which shall include but are not limited to, making required reports obligations hereunder and making required payments, under this Agreement, and such party subsequently fails to cure such failure(sbreach (or to provide evidence, to the other Party's reasonable satisfaction, that it is working diligently towards curing and will have cured within an agreed-upon timeframe) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after of receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right other party; (ii) files a petition in bankruptcy; (iii) fails to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERESmeet its minimum service criteria, (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 (bas specified in Article 2.2(B) in case of dissolution or winding up of CERES any two (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 2) month period; and/or (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 iv) makes an assignment for the LICENSED VARIETY change or do not develop as anticipatedbenefit of its creditors. Notwithstanding the above, 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 that Party's sole convenience with ninety (90) days prior written notice. Any such termination shall be without any time by mutualliability to or obligation of the terminating Party, written agreementother than with respect to any damages due as a result of breach of obligations under this Agreement prior to termination. 10.6 Termination 10.2 InterPacket may discontinue any or all classes of service at its sole discretion in the event that (i) InterPacket deems it necessary to protect the integrity of InterPacket's network, (ii) iBEAM (or any third party accessing InterPacket's network or the internet through iBEAM) engages in any of the prohibited activities described in Section 10.3 below or (iii) failure to make timely payments described in Section 2, or, (iv), any other breach of this Agreement for by iBEAM. If reasonably practical, InterPacket will notify iBEAM prior to such discontinuation to afford iBEAM the opportunity to remedy any reason will not relieve either party such problems or defaults. InterPacket's right to discontinue service shall be in addition to all of any obligation or liability accrued its other rights under this Agreement before termination or rescind any payments made or due before terminationcontract. Paragraphs 8, 10, 11, 13, 14, 15, 16, -------------------- [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and 17 will survive any termination filed separately with the Securities and Exchange Commission. 10.3 It shall be a breach 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 Agreement if iBEAM engages in its possession and promptly upon harvesting, any of the aforementioned seed from plants following behaviors: (1) Any course of action which are in compromises the field on the termination dateperformance, and NOBLE will grant CERES access to facilities and fields under its control for the purpose security or integrity of collecting germplasm of the LICENSED VARIETIES servers or 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 computers 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 any other devices or software connected directly or indirectly to the election Internet; (2) Any material increase in traffic levels for malicious purpose or with the result that the traffic level causes a substantial degradation of each SUBLICENSEE. NOBLE shall continue performance or denial of service 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.InterPacket, its clients or subsidiaries;

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

Term and Termination. 10.1 Subject 17.1 The Client has the right to terminate this Agreement at any time for convenience by giving at least ninety (90) days’ prior written notice to the Supplier, provided that the termination of the Agreement will not entitle the Client to any refunds (pursuant to Clause 17.3(f)). 17.2 Without affecting any other rights of termination under this paragraphright or remedy available to it, either party may terminate this Agreement shall have a term equal towith at least thirty (30) days’ prior written notice to the other party if: (a) the other party fails to pay any amount due under this Agreement on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS due date for payment and remains in the respective jurisdiction covering the LICENSED VARIETYdefault not less than fourteen (14) days after being notified in writing to make such payment; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party commits a material breach of any other term of this Agreement and (if such other party breach is remediable) fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) remedy that breach within (a) a period of thirty (30) days for failures after being notified in writing to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failuredo so. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement 17.3 On termination or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination expiry of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not preventreason: (a) NOBLE from recovering all licences granted under this Agreement shall immediately terminate and the Client shall immediately cease all use of the Services and/or the Documentation, and the Supplier shall cease making the System available to the Client; (b) each party shall return and make no further use of any royalties due as equipment, property, Documentation, and other items (and all copies of them) belonging to the other party; (c) the Supplier shall, at the Client’s option: (a) return a complete copy of the Client Data to the Client in the format of the Supplier’s reasonable discretion; (b) securely dispose of all existing copies of the Client Data in its possession, custody, or control; and (c) certify in writing to the Client that it has complied with the requirements of this clause; (d) any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; (e) Clauses 11 (Proprietary Rights) and 12 (Confidentiality) shall continue in force even after the termination; (f) In no event shall the Client be entitled to any refunds; and (bg) either party from obtaining a remedy the Supplier shall not be liable for any breach damages (whether direct or arising under the grounds stated in Clause 16.4 (Limitation of the provisions of this AgreementLiability)), resulting from such suspension.

Term and Termination. 10.1 12.1 This Agreement will remain in effect from the Effective Date until the expiration of the last-to-expire patent included in the Subject IP licensed hereunder, unless terminated pursuant to this Section 12. 12.2 Either party may terminate this Agreement: (i) upon 30 days’ notice if for any other rights period of three consecutive years after 2010 during the term of this Agreement earned running royalties fall short of the minimum amounts agreed to pursuant to Section 8.4 with respect to each of such three years (regardless of whether such shortfall has been paid by Licensee as required by Section 8.4), provided Licensee still holds an exclusive license at that time. Notice of termination under this paragraphSection 12.2(i) must be given within 60 days after the end of any such consecutive three-year period of shortfall. No claim for a minimum royalty payment, this Agreement either in whole nor in part, shall have a term equal to:arise for the calendar year in which such termination becomes effective. (aii) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written upon notice of termination to the other party if such other party fails concludes, in its reasonable discretion, that the freedom to satisfy its material obligationsoperate studies for *** to be performed pursuant to Section 11.7 reveal a serious risk of future patent infringement from the commercialization of the Peptides that have passed the Toxicity Tests and, which shall include but are not limited toin consequence thereof, making required reports a Peptide portfolio consisting of a minimum of one Peptide from the First Application (*** to be considered as “one” Peptide) and making required payments, under this Agreement, and such party subsequently fails to cure such failure(sone Peptide from the Second Application (a “Minimum Peptide Portfolio”) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and can be reasonably marketed neither in ***; or (b) ninety can only be reasonably marketed in ***, but not in ***; or (90c) can only be reasonably marketed in *** but not in ***, due to such infringement risk. Notice of termination under this Section 12.2(ii) must be given within 60 (sixty) days for all other obligations after receipt each party’s disclosure of written the final results of the freedom to operate study to be performed by such party in accordance with Section 11.7. In case none of the Peptides that pass the Toxicity Tests can be reasonably marketed due to a risk of future patent infringement, Licensee may request from Licensor a refund of *** payments already made by Licensee to Licensor according to Section 8.1 upon termination. (iii) upon 30 days’ notice, if a party materially breaches a material provision of this Agreement (including without limitation any breach of Licensee’s obligation to pay running royalties in accordance with Section 8) unless the breach is cured within the notice period. *** Confidential treatment requested 12.3 In addition to the termination rights stipulated in Section 12.2, Licensee may immediately terminate this Agreement: (i) upon notice to Licensor given within 30 days after completion of the Toxicity Tests, but no later than October 31, 2007, if the results of toxicity testing (▇▇▇▇ tests) on following Peptides claimed in the First Application, namely ***, together with the results of the toxicity testing (▇▇▇▇ tests) already performed with respect to *** (together, the “Toxicity Tests”), are such that a Peptide portfolio consisting of at least two Peptides (*** to be considered as “one” Peptide) from the non-breaching party specifying First Application and at least one Peptide from the Second Application (a “Larger Peptide Portfolio”) ultimately has not passed the Toxicity Tests. Licensee shall be entitled to terminate the Agreement according to this Section 12.3(i), even if the Minimum Peptide Portfolio as defined 12.2(ii) has passed the Toxicity Tests. Furthermore, if a Larger Peptide Portfolio has not passed the Toxicity Tests, Licensee’s obligation to make *** payments according to Section 8.1 shall be reduced to ***% (*** percent) of the amounts specified in Section 8.1. If Licensee has already submitted such failure*** payments to Licensor by the time of giving notice, Licensee may request a refund of ***% (*** percent) of the *** payments already made. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30ii) days’ written upon notice to CERESLicensor given within 60 (sixty) days after each party’s disclosure of the final results of the freedom to operate study to be performed by such party in accordance with Section 11.7, if Licensee, in its reasonable discretion, concludes, based on the results of the freedom to operate studies that the Larger Peptide Portfolio (as defined in 12.3 (i)), having passed the Toxicity Tests, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) can reasonably be marketed neither in ***; or (b) can only be reasonably marketed in case ***, but not in ***; or (c) can only be reasonably marketed in ***, but not in ***, due to an infringement risk. Licensee shall be entitled to terminate the Agreement according to this Section 12.3 (ii), even if, as a conclusion from the results of dissolution or winding up of CERES the freedom to operate studies, the Minimum Peptide Portfolio (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party as defined 12.2 (whether by sale, acquisition, merger, operation of law or otherwiseii)), having passed the Toxicity Tests, would be marketable in ***. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in 12.4 In the commercially reasonable opinion event of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant , all the rights and licenses granted Licensee under this Agreement and Licensee’s obligation under Section 6 shall terminate and Licensor’s obligations to Paragraph 10.2negotiate or provide goods, NOBLE will promptly deliver to CERES any and services, facilities, technology or information shall cease but all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination provisions of this Agreement will continue in accordance with their terms. Notwithstanding the foregoing, upon termination Licensee shall not affect be entitled to finish all Products and Combinations which are already under manufacture at the rights and obligations date of the parties accrued prior termination notice, and to termination hereofcontinue the sale of the Products/ Combinations for a period of not more than 9 (nine) months thereafter, unless Licensor has terminated this Agreement according to Section 12.2 (iii). Licensee’s obligations to make royalty payments pursuant to Section 8 and Licensor’s right to verify the royalty payments as set out in Section 8.8 shall remain unaffected. 10.9 Upon 12.5 Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other arising from or incident to any termination of this Agreement, no existing SUBLICENSES granted by CERES Agreement (or AFFILIATED COMPANIES to third parties shall be affected any part thereof) by such terminationparty which complies with the terms of the Agreement whether or not such party is aware of any such damage, and all such sublicenses shall remain in effect according to their terms, pursuant to loss or expenses. *** Confidential treatment requested 12.6 Termination is not the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to sole remedy under this Agreement and such SUBLICENSESand, whether or not termination is effected, all other remedies will remain available. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 8.1 The term of this Agreement shall commence as of the Effective Date and shall, subject to any other the rights of termination under outlined in this paragraphClause 8, this Agreement shall have a term equal to: (a) expire on a jurisdictionProduct-by-jurisdiction basis, Product basis and on a country-by-country basis on the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orlast to occur of: (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years 8.1.1 [CONFIDENTIAL TREATMENT REQUESTED]/*/ starting from the date of the first commercial sale of a LICENSED VARIETY the Product in such jurisdictionthe country concerned; or 8.1.2 the date of expiration of the last to expire of the patents included in the Elan Patents and the Elan Improvements and/or the Acusphere Patents and the Acusphere Improvements ("THE TERM"). 10.2 Each party 8.2 If either Party commits a Relevant Event, th▇ ▇▇▇▇▇ ▇▇▇▇y shall have have, in addition to all other legal and equitable rights and remedies hereunder, the right to terminate this Agreement unilaterally by giving upon 30 days' prior written notice of termination to the other party if such other party fails to satisfy defaulting Party. 8.3 For the purpose of this Clause 8, a "RELEVANT EVENT" is committed or suffered by a Party if: 8.3.1 it commits a material breach of its material obligations, which shall include but are not limited to, making required reports and making required payments, obligations under this Agreement, Agreement or the JDOA and such party subsequently fails to cure it within 60 days of being specifically required in writing to do so by the other Party; provided, that if the breaching Party has proposed a course of action to cure the breach and is acting in good faith to cure same but has not cured the breach by the 60th day, such failure(s) period shall be extended by such period as is reasonably necessary to permit the breach to be cured, provided that such period shall not be extended by more than 90 days, unless otherwise agreed in writing by the Parties; 8.3.2 a distress, execution, sequestration or other process is levied or enforced upon or sued out against a material part of its property, which is not discharged or challenged within 30 days; 8.3.3 it is unable to pay its debts in the normal course of business; 8.3.4 it ceases wholly or substantially to carry on its business, otherwise than for the purpose of a reconstruction or amalgamation, without the prior written consent of the other Party (a) thirty (30) days for failures such consent not to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt be unreasonably withheld); 8.3.5 the appointment of written notice from the non-breaching party specifying a liquidator, receiver, administrator, examiner, trustee or similar officer of 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 Party 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 over all or substantially all of CERES’ its assets under the law of any applicable jurisdiction, including without limitation, the United States of America, Bermuda or Ireland; 8.3.6 an application or petition for bankruptcy, corporate re-organization, composition, administration, examination, arrangement or any other procedure similar to any of the foregoing under the law of any applicable jurisdiction, including without limitation, the United States of America, Bermuda or Ireland, is filed, and is not discharged within 60 days, or a Party applies for or consents to the appointment of a receiver, administrator, examiner or similar officer of it or of all or a material part of its assets, stock rights or revenues or the assets and/or the business of a Party are for any reason seized, confiscated or condemned. 8.4 Upon expiration or termination of the Agreement: 8.4.1. any sums that were due from Newco to which Acusphere on Net Sales in the Territory or in such particular country or countries in the Territory (as the case may be) prior to the expiration or termination of this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law as set forth herein shall be paid in full within 60 days after the expiration or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement for any reason will not relieve either party of any obligation the Territory or liability accrued under this Agreement before termination for such particular country 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 countries in the field on Territory (as 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.case may be);

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 ▇▇▇▇’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 15.1 This Agreement shall have enter into effect on the Effective Date hereof, and shall remain in full force and effect for a term equal to: period of ten (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 (1510) years from the First Commercial Sale of the Contract Products in any country within the Territory or as long as any Contract Product is covered by a Valid Claim of any one of the Zentaris' Patent Rights falling under Section 1.24 (a) above in the Territory, whichever term is longer. 15.2 AOI may, at its option, terminate this Agreement with respect to a country in the Territory or as to the entire Agreementat any time and with immediate effect by giving written notice to Zentaris. In case of termination of this Agreement by AOI prior to the payment under Section 4.1 (ii), AOI shall pay to Zentaris an exit fee of [*** ******* ***** ********] US Dollars (US$ [*******]). Upon termination, AOI shall promptly: (i) cease developing, having developed, using, having used, commercializing, having commercialized, manufacturing, having manufacture making, having made, marketing, distributing and selling Perifosine and the Contract Products; and ____________________ * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. (ii) make payment of any accrued amounts owing under Section 4 of this Agreement. For the sake of clarity, amounts will be deemed accrued only on or after the date a milestone payment is due to be paid or in the case of royalties on the date a sale is recorded. However, the payment obligations set forth under Section 4.1 remain unaffected by any termination by AOI. 15.3 In the event that either party to this Agreement (the "breaching party") commits a material breach or default of any of its obligations hereunder - such material breach to include but not be limited to a breach of the obligations under Section 3.1 above and the failure to comply with the time frames (as may be revised from time to time by written mutual agreement) set forth in the development plan as set forth under Section 5 above - the other party hereto (the "non-breaching party") may give the breaching party written notice of such material breach or default, and shall request that such material breach or default be cured as soon as reasonably practicable. In the event that the breaching party fails to cure such breach or default within ninety (90) days after the date of the first sale non-breaching party's notice thereof, the non-breaching party may terminate this Agreement by giving written notice of termination to the breaching party. Termination of this Agreement in accordance with this Section 15.3 shall not affect or impair the non-breaching party's right to pursue any legal remedy, including, but not limited to, the right to recover damages, for any harm suffered or incurred by the non-breaching party as a LICENSED VARIETY in result of such jurisdictionbreach or default. 10.2 Each party 15.4 In addition to the termination rights provided for in Sections 15.2 and 15.3 hereof, each Party shall have the right to terminate this Agreement unilaterally Agreement, immediately by giving written notice of termination to the other party Party, if such the other party fails to satisfy its material obligationsParty files a voluntary petition, which shall include but or if an involuntary petition is granted and appeal proceedings are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) commenced within a period of seven (a) thirty (307) 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 such failurepetition under the bankruptcy provisions of Applicable Law in respect of the other Party, or the other Party is declared insolvent by a judicial body, undergoes voluntary or involuntary dissolution, or makes an assignment for the benefit of its creditors or suffers the appointment of a receiver or trustee over all, or substantially all, of its assets or properties. 10.3 NOBLE will have 15.5 Except as set out in Section 15.10 hereof, immediately upon 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 whatsoever, AOI shall cease all manufacture, production, distribution, marketing and sale of any obligation or liability accrued the Contract Products under the licenses granted hereunder; provided, however, that, if this Agreement before is terminated for any reason other than a breach or default hereunder by AOI, AOI shall have the right to distribute and sell its existing inventory of the Contract Products for a period of not more than one hundred and twenty (120) days following the date of expiration or termination hereof, subject to AOI's continuing obligation to pay royalties with respect to the Net Sales derived from the distribution and sale of such existing inventory of the Contract Products, in accordance with the requirements of Section 4.6 hereof. 15.6 Termination or expiration of this Agreement for any reason whatsoever shall not affect Sections 1, 4 (in relation only to outstanding payments as at termination or rescind any expiry and in relation to payments made or due before termination. Paragraphs 8under Sections 15.5, 1015.9 and 15.10), 1112, 13, 14, 15, 15 and 16, which shall continue in full force and 17 will survive effect. 15.7 Regardless of any termination of this Agreement, Section 7.2 and 7.3 shall survive. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights 6.1 The joint promotion and detailing of termination under this paragraphthe Product shall cease at the end of the initial Joint Detailing Period ending February 28, this Agreement 2000; provided, however, Bayer, in its discretion, shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the right but not the obligation to extend the term of the INTELLECTUAL PROPERTY RIGHTS Joint Detailing Period and this Agreement on the condition that during the six (6) month period beginning July 1, 1999 and ending December 31, 1999, the percentage share of sales of Product by Bayer to Customers in the respective jurisdiction covering Territory to sales of all iron replacement therapies used by Customers during such six (6) month term exceeds by more than ten percent (10%) 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 percentage share during such term of sales of the Product by Schein (exclusive of sales to Bayer Customers) to sales of all iron replacement therapies in use (exclusive of sales to Bayer Customers). Market share shall be measured using the market information available as of December 31, 1999 such that Bayer may give written notice to Schein of its election prior to February 28, 2000. Upon the proper election by Bayer, the Joint Detailing Period and this Agreement shall be extended at Bayer's option for one or two consecutive but separate terms, with the first sale renewal term ending June 30, 2000 and the second renewal term ending December 31, 2000. In the event that Bayer fails to make such election, and Schein, in its discretion, desires to extend the term of a LICENSED VARIETY in the Joint Detailing Period and this Agreement, Schein shall advise Bayer of its desire as promptly as possible, so that the parties may timely negotiate the terms of such jurisdictionextension. 10.2 Each 6.2 Either party shall have the right to may terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) its performance hereunder, for cause 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 in the event that the other party has breached or failed to perform any of its material obligations hereunder, however, if the party to whom such notice is directed cures the breach or non-breaching party specifying such failure. 10.3 NOBLE will have performance described in the right to terminate this Agreement unilaterally with notice within said thirty (30) days’ written day notice to CERESperiod, (a) if CERES seeks protection under any bankruptcysuch notice of termination shall be given no effect and this Agreement shall continue in full force in accordance with its terms. 6.3 This Agreement, insolvencyand the Joint Detailing Period established hereunder, receivershipshall terminate automatically upon termination of Schein's Sub-license, trust, deed, creditors arrangement or comparable proceeding or if Co-Marketing and Supply Agreement with ▇▇▇▇▇▇ R&D Laboratories Inc. Schein shall notify Bayer in writing of any such proceeding is instituted termination. Bayer's performance obligations under this Agreement, however, will terminate immediately upon a termination of said Sub-license Agreement, whether or not Schein has provided Bayer with the required notice. Schein will indemnify Bayer pursuant to Section 5.4 against CERES (any action ▇▇▇▇▇▇ R&D Laboratories Inc. may take against Bayer for activities by Bayer during the period following the termination of said Sub-license agreement and not dismissed within one hundred twenty (120) days) or (b) in case prior to Bayer's receipt 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 notice from Schein. 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 6.4 Termination of this Agreement shall not affect the rights and be without prejudice to either party's right to obtain performance of any obligations of the parties accrued prior to provided for in this Agreement which survive termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 8.1 This Agreement 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.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this 11.1 The Agreement shall have a term equal to: remain in force for the earlier of (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 execution by the first sale Parties or (b) completion of a LICENSED VARIETY in such jurisdictionwork and deliverables under the Workplan, after which time the Agreement shall expire. 10.2 Each party shall have the right to 11.2 Either Party may terminate this Agreement unilaterally in the event of a material breach of the Agreement 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 Party that the breaching Party has failed 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 of receipt of written notice from the non-breaching party specifying such failureParty. In the event of termination of this Agreement by 3M pursuant to this provision, Radius shall be obliged to pay 3M within [*] ([*]) days of termination any unpaid balance of the fees or expenses for work performed prior to termination. 10.3 NOBLE will have the right to 11.3 Radius may terminate without cause this Agreement unilaterally with thirty upon [*] (30[*]) days’ days written notice to CERES3M. Upon receiving notice of Radius’s intent to terminate, (a) if CERES seeks protection 3M shall make commercially reasonable efforts to stop all activities under any bankruptcyWorkplan as soon as practicable. 11.4 All charges and expenses owed to 3M prior to the effective date of termination shall become due and payable, insolvencyand except in the event of termination due to 3M’s breach, receivershipRadius shall pay all charges and expenses reasonably incurred by 3M in winding down its activities at a rate of $[*] per hour during the [*] ([*]) day notice periods referred to above, trustprovided that 3M shall act diligently to minimize all wind down costs, deedupon receipt of a termination notice. In the event of termination for any reason, creditors arrangement the parties shall upon request provide the other party, if not in material breach, with any preliminary data (preclinical or comparable proceeding or if clinical) and any such proceeding is instituted against CERES (and not dismissed unanalyzed samples available 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 termination. 11.5 In the event this Agreement relates are acquired by a third party (whether by saleexpires or is terminated, acquisitionthe provisions of Sections 7, 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, 11and paragraphs 12.1, 1312.4, 1412.5, 15, 16, 12.7 and 17 will 12.8 shall survive any said 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 accordance with their terms, pursuant to . * Confidential Treatment Requested by the election of each SUBLICENSEERegistrant. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESRedacted Portion Filed Separately with the Commission. 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 commence on the Effective Date and extend until the end of the Term as defined in Section 2.2, unless sooner terminated in accordance with the provisions of this Article 11. 11.2 This Agreement may be terminated by the written agreement of both parties. In addition, Sponsor shall have a term equal to: the right, at its sole discretion, to terminate funding of the Research Program and this Agreement: (a) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) upon thirty (30) days for failures notice if University is unable to remit payment for amounts due under this Agreement and find a suitable successor to [*#*] reasonably acceptable to Sponsor pursuant to Section 2.1; or (b) after the end of the third calendar quarter of the first year of the Term, upon ninety (90) days written notice (a "Termination Notice") to University asserting for all other reasons stated, Sponsor deems that unsatisfactory progress by the Principal Investigator is being made on the Research Program, provided that University has the opportunity to cure such unsatisfactory progress within the Termination Notice period. 11.3 In the event that either party shall be in default of its material obligations under this Agreement and shall fail to remedy such default within sixty (60) days after receipt of written notice from thereof, this Agreement shall terminate upon expiration of the non-breaching party specifying such failuresixty (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 11.4 Termination or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination 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 cancellation of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination, or Sponsor's rights under the License Agreement. Except for any termination hereof.by Sponsor pursuant to Section 11.2(b) above, as its sole liability upon termination, Sponsor shall pay University [*#*] 10.9 Upon 11.5 The obligations of the parties that are contained in Sections 5, 6, 7, 8 and 9 shall survive termination of this Agreement. If for any reason this Agreement survives the termination of the License Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third the parties shall meet and discuss in good faith the terms under which Sponsor may obtain rights in the inventions, discoveries and related Intellectual Property Rights developed under the Research Program during the Term, which terms shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to no less favorable than those provided under 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 License Agreement.

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

Term and Termination. 10.1 Subject 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 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 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. Institution or 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 other Party. 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 to any other rights 17.1 This Agreement shall commence on the Effective Date and shall continue for the duration of termination under this paragraphthe Initial Period. For the avoidance of doubt, after the expiration of the Initial Period, this Agreement shall have continue in 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 rolling basis until it 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 jurisdictionterminated pursuant to its terms. 10.2 Each party shall have the right to 17.2 Either Party may terminate this Agreement unilaterally by giving upon the provision of at least one hundred and eighty (180) days’ prior written notice of termination to the other party if Party, provided that such termination shall not be effective before the expiry of the Initial Period. 17.3 Without prejudice to any other party fails right or remedy available to satisfy its it, this Agreement may be terminated immediately by either Party (the “Non-Defaulting Party”) by written notice to the other Party (the “Defaulting Party”) where: 17.3.1 the Defaulting Party commits a material obligations, which shall include but are not limited to, making required reports and making required payments, under breach of this Agreement, and such party subsequently fails to cure such failure(s) which is either irremediable or, where capable of remedy, is not 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 starting on the date of receipt of a written notice from the nonNon-breaching party Defaulting Party specifying such failure.the breach and requiring it to be remedied. Breach by the Client of Clause ‎10.15 shall be considered a material breach that is not capable of remedy; 10.3 NOBLE will have 17.3.2 the right Defaulting Party fails to terminate this Agreement unilaterally with thirty pay any invoice issued by the Non-Defaulting Party within 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 Business Days of dissolution or winding up of CERES (excluding any situation where its due date; 17.3.3 the Defaulting Party stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so; 17.3.4 the Defaulting Party is subject to an Insolvency Event; 17.3.5 the Defaulting Party is prevented from the performance of substantially all of CERES’ assetsits obligations for a continuous period in excess of forty-five (45) Business Days due to a Force Majeure Event; 17.3.6 the Defaulting Party ceases to be able to carry on all or a material part of its business activities as a result of a withdrawal of any Gaming Approval that is required for the provision or use of the Service in the Territory under this Agreement; 17.3.7 the Non-Defaulting Party is notified in writing by any Gaming Authority that there is a reasonable likelihood that the Non-Defaulting Party may lose a Gaming Approval due to an act or omission of the Defaulting Party, stock and the Defaulting Party fails to remedy such act or business omission to which the reasonable satisfaction of both the Non-Defaulting Party and the relevant Gaming Authority within twenty (20) Business Days from the date of being called upon in writing to do so (or such shorter period as the relevant Gaming Authority requires); or 17.3.8 the Non-Defaulting Party has suspended this Agreement relates are acquired by a third party pursuant to Clause 21 and the matter giving rise to such suspension has not been resolved to the Non-Defaulting Party’s reasonable satisfaction within twenty (whether by sale, acquisition, merger, operation 20) Business Days of law or otherwise))the start of such suspension. 10.4 CERES may after consultation with NOBLE 17.4 Without prejudice to paragraph 4 of Schedule 4, if the Service Availability level falls below 95.00% for more than three (3) consecutive months, the Client will be further entitled (but not obliged) to immediately terminate this the Agreement by written on notice, provided that such notice if shall not be effective unless the Client notifies the Supplier that the Service Availability has fallen below 95.00% for the third consecutive month, within fourteen (14) days of the Client first becoming aware of such fall 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 SUBLICENSEESService Availability. 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 4.1 The effective date of termination under this paragraphAgreement shall be November 14, 2002; provided that, this Agreement shall have been approved by the Board of Directors of AMIC and that the acquisition by AMIC of certain indirectly wholly-owned subsidiaries of IHC shall have been consummated. The initial term of this Agreement shall be through December 31, 2003; provided, however, that the term of this Agreement shall automatically be extended on a term equal month-to-month basis unless (a) AMIC notifies IHC in writing to the contrary upon at least thirty (30) days notice, (b) IHC notifies AMIC in writing to the contrary upon at least 180 days notice or (c) if at any time the shares of AMIC common stock owned by IHC and its subsidiaries shall be either (x) less than the number of shares owned by any other person or "group" (as defined in Regulation 13D promulgated under the Securities and Exchange Act of 1934, as amended) or (y) less than 19.9% of the total number of such shares then outstanding (except as a result of a sale of shares by IHC), IHC notifies AMIC in writing upon at least 90 days notice and within sixty days of such change in ownership levels. 4.2 In the event AMIC fails to make any payment in a timely manner as required hereunder or otherwise materially breaches any of its obligations under this Agreement, or in the event IHC materially breaches any of its obligations under this Agreement, then, in either event, the non-breaching party may terminate this Agreement upon written notice to the breaching party if the breaching party fails to cure its breach within thirty (30) days (or, in the case of a payment default, fifteen (15) days) after written notice of such breach is provided by the non-breaching party. 4.3 Upon the effective date of any termination or expiration of this Agreement: (a) on a jurisdiction-by-jurisdiction basis, AMIC shall pay all amounts due up to the term termination date of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orthis Agreement; (b) in those jurisdictions in which the LICENSED VARIETY is sold but IHC shall immediately have no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen further responsibility to provide Services to AMIC; and (15c) 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 promptly return all Confidential Information (as defined below) of termination to the other party if such other party fails to satisfy in its material obligationspossession, which shall include but are not limited towhether written, 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 failureelectronically stored or otherwise. 10.3 NOBLE will have 4.4 Upon 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 notification of termination or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case expiration 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 either party, IHC shall cooperate fully with AMIC (or its designee) in the commercially reasonable opinion transition of CERES the markets for the LICENSED VARIETY change or do not develop as anticipatedrecords, files and other information so as to render enable AMIC to reassume the production, promotion and sale management of the LICENSED VARIETY uneconomical matters theretofore handled by IHC pursuant to this Agreement. IHC shall, upon the reasonable request of AMIC, license any software or impractical or if CERES decides other intellectual property used in providing the Services, to cease substantially all activities AMIC at no charge to AMIC and for a limited period (not to exceed six months from the termination) necessary to effectuate a smooth transition in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales the provision of the LICENSED VARIETY, whether directly or through any SUBLICENSEESServices. 10.5 4.5 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 expiration 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 parties' accrued rights and or obligations under this Agreement or a party's rights or remedies in respect 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 other party's breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights Unless otherwise specified on Schedule "A", the term of termination under this paragraphLicense shall be one (1) year from the date hereof ("Initial Term") and upon expiration of the Initial Term and each Renewal Term (as that term is defined herein) thereafter, this Agreement will be automatically renewed for an additional one (1) year term ("Renewal Term") unless terminated by either party upon thirty (30) days written notice prior to the expiration of the Initial Term or any Renewal Term. Otherwise, the License of the IDC Data hereby granted shall have a term equal toterminate: (a) on a jurisdiction-by-jurisdiction basis, upon the term mutual agreement of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orparties; (b) upon the default by the Customer in those jurisdictions the due and punctual payment of any amount payable under this Agreement, when and as due, and such default continues for a period of thirty (30) days (or such longer period as IDC may agree to in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15writing) 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 after written notice of termination thereof has been received by Customer from IDC; (c) upon either party failing to the other party if such other party perform or observe in any material respect any covenant, condition or provision of, or fails to satisfy its rectify a material obligationsbreach of, 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) default continues for a period of thirty (30) days for failures (or such longer period as the non-defaulting party may agree to remit payment for amounts due under this Agreement and (bin writing) ninety (90) days for all other obligations after receipt of written notice thereof has been received by the defaulting party from the non-breaching defaulting party; (d) upon either party specifying such failure. 10.3 NOBLE will have ceasing to carry on business, or taking any action to liquidate its assets, stopping payments in the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERESusual course of business, (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 voluntarily suspending for more than twenty (12020) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where business days all or substantially all of CERES’ assetsits business operations; (e) upon either party instituting proceedings to be adjudicated a bankrupt or insolvent or to be wound-up, stock or consenting to the institution of bankruptcy, insolvency or winding-up proceedings against it, or filing a petition, answer or consent seeking dissolution or winding up under any bankruptcy, insolvency or analogous laws, or if any such proceedings are commenced in respect of the party and are not being contested in good faith (and with the intended result of such contestation being to suspend any adverse effect of such proceeding on the rights of the, party hereunder) within thirty (30) days after the other party becomes aware thereof or if the other party consents to the filing of any such petition or to the appointment of a receiver over its business to which this Agreement relates are acquired by and assets generally or makes 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 general assignment for the LICENSED VARIETY change benefit of creditors, or do not develop admits in writing its inability to pay its debts generally 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.they become due; 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 (f) upon either party instituting proceedings under the Companies' Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act (Canada) or similar legislation or seeking or taking any proceeding relating to a compromise or arrangement with creditors or claimants generally; (g) upon a custodian, receiver, manager or any other person with like powers being appointed to take charge of all or any obligation part of a party's undertaking, business, property or liability accrued under this Agreement before termination or rescind any payments assets; or (h) upon an order being 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 a resolution passed for the purpose winding-up or liquidation of collecting germplasm of the LICENSED VARIETIES other than seeda party. 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) 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 (a) the initial term of this Agreement shall commence on the date hereof and shall terminate on December 21, 1999. Thereafter, the term of this Agreement shall automatically renew for additional terms of one (1) year each, unless this Agreement is sooner terminated under Section 7 (b) or upon written notice given by either party to the other not less than ninety (90) days prior to the expiration of the initial or any other rights of termination under this paragraphsubsequent term. In addition, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, terminate automatically in the term event of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; ordeath of Employee. (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party Employer shall have the right to terminate this Agreement unilaterally by immediately upon giving written notice to Employee upon the occurrence of termination any of the following events: (i) Due to the other party if such other party fails physical or mental impairment, Employee is unable to satisfy its material obligations, which shall include but are not limited to, making required reports perform substantially all of his duties and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days services hereunder for failures to remit payment for amounts due under this Agreement and (b) any period of ninety (90) consecutive days or for all shorter periods aggregating more than one hundred twenty (120) days during any twelve (12) month period. (ii) Employee breaches the provisions of Section 4 or 5 of this Agreement. (iii) Employee breaches any material provision of this Agreement, other obligations than Section 4 or 5, and such breach is not remedied within fifteen (15) days after receipt of written notice from the non-breaching party specifying such failurethereof is given to employee by Employer. 10.3 NOBLE will (iv) Employee engages in willful misconduct that demonstrably adversely affects the operation reputation of Employer, or Employee willfully fail or refuses to perform substantially all of the duties provided for herein. (c) In the event of the termination of this agreement in accordance with the foregoing provisions, Employer shall upon such termination be released from all further obligations to Employee hereunder, except that it shall be liable to Employee (i) for such salary under Section 2(a) as shall have been due and unpaid prior thereto, (ii) for the performance of its obligations under Section 3(f) and, (iii) in addition, if this Agreement terminated due to Employee's death or disability, for such death or disability benefits as Employee may be entitled to receive hereunder. (d) Employee shall have the right to terminate this Agreement unilaterally with thirty (30) days’ immediately upon giving written notice to CERES, (a) if CERES seeks protection under Employer upon the occurrence of any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through following events: (i) Employer breaches any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination material provision of this Agreement for any reason will and such breach is not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, remedied within fifteen (15, 16, and 17 will survive any termination of this Agreement) days after written notice thereof is given to Employer by Employee. 10.7 Upon termination by CERES pursuant (ii) Employer, acting willfully and in bad faith, makes material and adverse changes to Paragraph 10.2, NOBLE will promptly deliver to CERES any Employee's working conditions and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control responsibilities for the purpose of collecting germplasm of the LICENSED VARIETIES other than seedinducing Employee to terminate his employment with Employer. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 16.1 This Agreement shall commence on the Effective Date and shall continue in effect, subject to termination as hereinafter provided, until December 31, 2007 (the “Initial Term”). 16.2 Diversa and VRi agree that they will meet at least one hundred eighty (180) days prior to the end of the Initial Term or any other rights Additional Term to discuss, in good faith, a potential extension of this Agreement. 16.3 This Agreement is subject to termination under the following circumstance(s) and in the following manner(s): 16.3.1 Should a Party believe the other Party to be in material default of any material term of this paragraphAgreement, it shall give the defaulting Party specific, written notice of the default. If the defaulting Party fails to cure such default within sixty (60) days (or, in case of any failure to make payment when due, thirty (30) days) of its receipt of notice of default (or fails within such period to initiate efforts reasonably calculated promptly to lead to the cure thereof), the non-defaulting Party shall have the right and option immediately to terminate this Agreement effective immediately upon written notice to the defaulting Party. 16.3.2 Upon the bankruptcy, insolvency or dissolution of a Party, this Agreement shall have a term equal to:be subject to immediate termination by the other Party upon written notice. 16.3.3 At any time during the Additional Term (if the Agreement is renewed for an Additional Term in accordance with Section 16.2), Diversa may terminate this Agreement at its option and upon sixty (60) days’ prior written notice to VRi; provided however, that (a) on for each Approved Customer whose Minimum Sales Requirement has been achieved by VRi during the 4-calendar-quarter period prior to such notice of termination by Diversa, Diversa shall make a jurisdictionone-bytime payment to VRi equal to [...***...]% of VRi’s profit from sales of Diversa Enzymes made to such Approved Customers by VRi during the preceding 4-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or calendar-quarter period (“VRi Profit”) and (b) in those jurisdictions in which for each Approved Customer whose Minimum Sales Requirement has not been achieved by VRi during the LICENSED VARIETY is sold 4-calendar-quarter period prior to such notice of termination by Diversa, Diversa shall make a one-time payment to VRi equal to [...***...]% of the VRi Profit. VRi Profit shall be calculated as the revenue received from the applicable Approved Customers for sales of Diversa Enzymes minus all costs of VRi associated with or allocable to the Diversa Enzymes and support for the applicable Approved Customer, including, but no INTELLECTUAL PROPERTY RIGHTS are obtainednot limited to, fifteen cost of goods, sales, general and administration costs of the Diversa Enzymes. In the event of termination pursuant to this Section 16.3.3, the license granted to VRi pursuant to Section 2.1 shall be extended for six (156) years months from the date of such termination in order to allow VRi the first sale opportunity to sell any remaining inventory of a LICENSED VARIETY in such jurisdictionDiversa Enzymes or Reformulated Enzymes. 10.2 Each party shall have the right to 16.3.4 Diversa may terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails immediately upon written notice to cure such failure(s) within VRi, should VRi fail to purchase the minimum amount of Diversa Enzyme during the applicable time period, as specified in the Minimum Purchase Requirement (a) thirty (30) days for failures to remit payment for amounts due under set forth in Addendum C). 16.3.5 Diversa may terminate this Agreement and (b) Agreement, upon ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERESVRi, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business should Diversa elect to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets discontinue entirely its activities for the LICENSED VARIETY change or do not develop as anticipated, so as to render Diversa Enzymes within the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESapplicable Field. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 8.1 The term of this Agreement shall commence as of the Effective Date and shall, subject to any other the rights of termination under outlined in this paragraphClause 8, this Agreement shall have a term equal to: (a) expire on a jurisdictionProduct-by-jurisdiction basis, Product basis and on a country-by-country basis on the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; orlast to occur of: (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years 8.1.1 [CONFIDENTIAL TREATMENT REQUESTED]/*/ starting from the date of the first commercial sale of a LICENSED VARIETY the Product in such jurisdictionthe country concerned; or 8.1.2 the date of expiration of the last to expire of the patents included in the Elan Patents and the Elan Improvements and/or the Acusphere Patents and the Acusphere Improvements ("THE TERM"). 10.2 Each party 8.2 If either Party commits a Relevant Event, th▇ ▇▇▇▇▇ ▇▇▇▇y shall have have, in addition to all other legal and equitable rights and remedies hereunder, the right to terminate this Agreement unilaterally by giving upon 30 days' prior written notice of termination to the other party if such other party fails to satisfy defaulting Party. 8.3 For the purpose of this Clause 8, a "RELEVANT EVENT" is committed or suffered by a Party if: 8.3.1 it commits a material breach of its material obligations, which shall include but are not limited to, making required reports and making required payments, obligations under this Agreement, Agreement or the JDOA and such party subsequently fails to cure it within 60 days of being specifically required in writing to do so by the other Party; provided, that if the breaching Party has proposed a course of action to cure the breach and is acting in good faith to cure same but has not cured the breach by the 60th day, such failure(s) period shall be extended by such period as is reasonably necessary to permit the breach to be cured, provided that such period shall not be extended by more than 90 days, unless otherwise agreed in writing by the Parties; 8.3.2 a distress, execution, sequestration or other process is levied or enforced upon or sued out against a material part of its property, which is not discharged or challenged within 30 days; 8.3.3 it is unable to pay its debts in the normal course of business; 8.3.4 it ceases wholly or substantially to carry on its business, otherwise than for the purpose of a reconstruction or amalgamation, without the prior written consent of the other Party (a) thirty (30) days for failures such consent not to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt be unreasonably withheld); 8.3.5 the appointment of written notice from the non-breaching party specifying a liquidator, receiver, administrator, examiner, trustee or similar officer of 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 Party 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 over all or substantially all of CERES’ its assets under the law of any applicable jurisdiction, including without limitation, the United States of America, Bermuda or Ireland; 8.3.6 an application or petition for bankruptcy, corporate re-organization, composition, administration, examination, arrangement or any other procedure similar to any of the foregoing under the law of any applicable jurisdiction, including without limitation, the United States of America, Bermuda or Ireland, is filed, and is not discharged within 60 days, or a Party applies for or consents to the appointment of a receiver, administrator, examiner or similar officer of it or of all or a material part of its assets, stock rights or revenues or the assets and/or the business of a Party are for any reason seized, confiscated or condemned. 8.4 Acusphere shall promptly provide Elan written notice in the event a Change of Control of Acusphere/Newco has occurred. Elan, at its option, shall have the right, excisable within 120 days of Elan's receipt of such written notice from Acusphere, to which terminate the Elan License by notice in writing to Acusphere. 8.5 Upon expiration or termination of the Agreement: 8.5.1. any sums that were due from Newco to Elan on Net Sales in the Territory or in such particular country or countries in the Territory (as the case may be) prior to the expiration or termination of this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law as set forth herein shall be paid in full within 60 days after the expiration or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement for any reason will not relieve either party of any obligation the Territory or liability accrued under this Agreement before termination for such particular country 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 countries in the field on Territory (as 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.case may be);