0001193125-07-105744 Sample Contracts

OFFICE LEASE AGREEMENT FOR SPACE AT 55 CAMBRIDGE PARKWAY, CAMBRIDGE, MA BETWEEN 55 CAMBRIDGE PARKWAY, INC. AS LANDLORD AND CELUNOL CORP. AS TENANT DATED As of April 5, 2007
Office Lease Agreement • May 8th, 2007 • Diversa Corp • Services-commercial physical & biological research

This Basic Lease Information is attached to and incorporated by reference to an Office Lease Agreement between Landlord and Tenant, as defined below.

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • May 8th, 2007 • Diversa Corp • Services-commercial physical & biological research • New York

This EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and entered into as of July 7, 2006 (the “Effective Date”), by and between Kerry Group Services International Limited (“KGSI”), an Irish corporation, with offices Prince’s Street, Tralee, Kerry, Ireland and Celunol Corp. (“CELUNOL”), a Delaware corporation, with offices at 980 Washington Street, Dedham, MA 02026 (jointly the “Parties” and either taken singly a “Party”).

RESEARCH AGREEMENT
Research Agreement • May 8th, 2007 • Diversa Corp • Services-commercial physical & biological research • Florida

THIS AGREEMENT effective this 20 day of December, 2004 by and between BC INTERNATIONAL CORPORATION, with offices located at 980 Washington Street, Suite 122, Dedham, MA 02026, (hereinafter referred to as “Sponsor”) and the UNIVERSITY OF FLORIDA BOARD OF TRUSTEES, an educational institution of the State of Florida (“University”).

AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • May 8th, 2007 • Diversa Corp • Services-commercial physical & biological research • Florida

THIS AGREEMENT entered into this 26th day of October, 1995 amends and restates an agreement dated the 23rd day of April, 1990, as amended by a First Amendment to License Agreement (hereinafter the “License Agreement”), by and between the University of Florida Research Foundation, Inc., a not-for-profit Florida corporation located at 223 Grinter Hall University of Florida, Gainesville, Florida 32611 (hereinafter “UFRFI”) and BioEnergy International, L.C., a limited liability company organized under the laws of the State of Florida, located at 901-1 NW 8 Avenue, Gainesville, Florida 32604 (hereinafter referred to as “LICENSEE”).

JOINT DEVELOPMENT AND TECHNOLOGY TRANSFER AGREEMENT
Joint Development and Technology Transfer Agreement • May 8th, 2007 • Diversa Corp • Services-commercial physical & biological research • Massachusetts

This Joint Development and Technology Transfer Agreement (Agreement) is entered into as of July 10, 2001 (Effective Date) by and among BC International Corporation, a Delaware corporation (Licensor), Marubeni Corporation, a Japanese corporation (Marubeni), and Tsukishima Kikai Co., Ltd., a Japanese corporation (TSK) (each of Marubeni and TSK, a Licensee, and together, Licensees).

David L. Day, Director, Office of Technology Licensing University of Florida Bldg 981 Museum Road Box 115500 Gainesville, Florida 32611 Dear Mr. Day:
Diversa Corp • May 8th, 2007 • Services-commercial physical & biological research

BC International (BCI) requests that BCI and the University of Florida Research Foundation (UFRFI) enter into an agreement whereby certain terms of the Amended and Restated License Agreement dated as of October, 1995 are revised as follows:

AMENDMENT NO. 1 TO PROMISSORY NOTE
Diversa Corp • May 8th, 2007 • Services-commercial physical & biological research • New York

THIS AMENDMENT NO. 1 TO PROMISSORY NOTE (the “Amendment”) is made and entered into as of May 7, 2007, by and between CELUNOL CORP., a Delaware corporation (the “Company”) and DIVERSA CORPORATION, a Delaware corporation (“Holder”).

Bingham Letterhead] May 8, 2007
Diversa Corp • May 8th, 2007 • Services-commercial physical & biological research
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