Common use of Location for Conduct of Research Clause in Contracts

Location for Conduct of Research. The <<INSTITUTION>> (“Provider”) will provide the Recipient the Plant Material subject to the following terms and conditions: 1. The Recipient shall use the Plant Material solely for the Research Purpose. 2. Provider is (i) owner of all or a portion of the intellectual property rights in the Plant Material and/or (ii) licensee of all or a portion of the intellectual property rights in the Plant Material. 3. Without the prior written consent of Provider, the Recipient shall not use the Plant Material, seed, or any product derived therefrom in any form of reselection, breeding, sexual crossing, seed production, back crossing, tissue culturing, mutagenesis, genetic transformation or any biotechnological process, except as specifically approved in this Agreement. 4. The Recipient shall not supply or otherwise transfer the Plant Material or any products or progeny derived therefrom, be it seed or vegetative material, to any other person or entity without the prior written permission from an authorized representative of Provider. 5. The Recipient shall take all precautions to prevent theft or pilferage of any material related to and including the Plant Material. 6. The Recipient shall voluntarily provide Provider the results of any evaluation using this Plant Material, including any proposed publication concerning the Plant Material. 7. The Recipient will be free to publish the research results from the evaluation contemplated by this Agreement; provided however, the Recipient must provide Provider any proposed publication at least thirty (30) days prior to submission. Provider will review such proposed publication for the need of intellectual property protection and/or to identify any inadvertent disclosure of proprietary information. If necessary, the Recipient agrees to (i) delay publication by no more than sixty (60) days to enable the filing of an application for intellectual property protection and/or (ii) remove any proprietary information identified by Provider. 8. Provider represents that it has the right to transfer the Plant Material under this Agreement. 9. At the end of the evaluation trial, the Recipient shall, at the option of Provider, (i) return to Provider all unused Plant Material supplied by Provider and all materials, regardless of type, produced from the Plant Material or (ii) destroy all unused Plant Material supplied by Provider and all materials, regardless of type, produced from the Plant Material. The Recipient agrees that all such unused Plant Material and all materials, regardless of type, produced from the Plant Material are the property of Provider. 10. The Recipient acknowledges and agrees that Provider shall not be liable for any damages or loss that may arise from testing of the Plant Material. 11. The Recipient acknowledges and accepts that the Plant Material is being supplied with no warranties, expressed or implied. In particular, as the use of the Plant Material is limited to the furtherance of the Research Purpose, there is no basis for and no warranty given for fitness for a particular purpose or merchantability. Date CERES Genes for Enhancing Carbon Sequestration in Poplar (X. Xxxxxxx) Oregon State University DOE/Office of Science Sept. 9, 2005 (A) NOBLE Development of low-lignin switchgrass for improved ethanol production (X. Xxxx) Oak Ridge National Laboratory USDA April 3, 2006 (A) NOBLE Systemic modification of monolignol pathway gene expression for improved lignocellulose utilization (X. Xxxx, X. Xxxxx) None USDA/DOE Plant Feedstock Feb 17, 2006 (F) NOBLE Genetic dissection of the lignocellulosic pathway of gene (X. Xxxx, X. Xxxxx) Kansas State University (lead) USDA/DOE Plant Feedstock Feb 23, 2006 (F) NOBLE Molecular-functional map and genome analysis of switchgrass (Panicum virgatum L.) (X. Xxxx, X. Xxxxxx) USDA-ARS, Albany, California USDA/DOE Plant Feedstock Feb 27, 2006 (F) Corn Cotton Wheat Rice Sugarcane Miscanthus Sweet sorghum Soybean Sunflower Safflower Jatropha Castor Canola Oil Palm Hevea Guayule St. Augustine (turf applications only) Trees in all fields, excluding variety evaluation and testing Fruits, Nuts & Vegetables in all fields, excluding variety evaluation and testing and research to use these platforms to deliver natural products/compounds to benefit human and/or animal health. CERES will: 1. Identify growers and establish grower contracts 2. Lease, build or buy production facility 3. Establish quality testing capability 4. Establish a sales force and distribution network and/or distribution through existing distribution systems such as retail outlets and regional seed companies and/or establish any other commercialization system. CERES shall provide to NOBLE a detailed, written annual report on its activities in furtherance of the obligations of this EXHIBIT, such report shall be due at or about March 31 of each year. In addition, upon the request of NOBLE at any time, CERES will discuss the their progress and results achieved in regard to such activities; provided however, such contacts and discussions shall be reasonable in frequency and duration so as not to be disruptive to the respective operations of either party. THIS AGREEMENT is made this ___ day of _________, 2006 (“Effective Date”), by and between THE XXXXXX XXXXXXX XXXXX FOUNDATION, INC. (“NOBLE”), an Oklahoma nonprofit corporation, and CERES, INC., a Delaware corporation (“CERES”).

Location for Conduct of Research. The <<INSTITUTION>> (“Provider”) will provide the Recipient the Plant Material subject to the following terms and conditions: 1. The Recipient shall use the Plant Material solely for the Research Purpose. 2. Provider is (i) owner of all or a portion of the intellectual property rights in the Plant Material and/or (ii) licensee of all or a portion of the intellectual property rights in the Plant Material. 3. Without the prior written consent of Provider, the Recipient shall not use the Plant Material, seed, or any product derived therefrom in any form of reselection, breeding, sexual crossing, seed production, back crossing, tissue culturing, mutagenesis, genetic transformation or any biotechnological process, except as specifically approved in this Agreement. 4. The Recipient shall not supply or otherwise transfer the Plant Material or any products or progeny derived therefrom, be it seed or vegetative material, to any other person or entity without the prior written permission from an authorized representative of Provider. 5. The Recipient shall take all precautions to prevent theft or pilferage of any material related to and including the Plant Material. 6. The Recipient shall voluntarily provide Provider the results of any evaluation using this Plant Material, including any proposed publication concerning the Plant Material. 7. The Recipient will be free to publish the research results from the evaluation contemplated by this Agreement; provided however, the Recipient must provide Provider any proposed publication at least thirty (30) days prior to submission. Provider will review such proposed publication for the need of intellectual property protection and/or to identify any inadvertent disclosure of proprietary information. If necessary, the Recipient agrees to (i) delay publication by no more than sixty (60) days to enable the filing of an application for intellectual property protection and/or (ii) remove any proprietary information identified by Provider. 8. Provider represents that it has the right to transfer the Plant Material under this Agreement. 9. At the end of the evaluation trial, the Recipient shall, at the option of Provider, (i) return to Provider all unused Plant Material supplied by Provider and all materials, regardless of type, produced from the Plant Material or (ii) destroy all unused Plant Material supplied by Provider and all materials, regardless of type, produced from the Plant Material. The Recipient agrees that all such unused Plant Material and all materials, regardless of type, produced from the Plant Material are the property of Provider. 10. The Recipient acknowledges and agrees that Provider shall not be liable for any damages or loss that may arise from testing of the Plant Material. 11. The Recipient acknowledges and accepts that the Plant Material is being supplied with no warranties, expressed or implied. In particular, as the use of the Plant Material is limited to the furtherance of the Research Purpose, there is no basis for and no warranty given for fitness for a particular purpose or merchantability. Date CERES Genes for Enhancing Carbon Sequestration in Poplar (X. Xxxxxxx) Oregon State University DOE/Office of Science Sept. 9, 2005 (A) NOBLE Development of low-lignin switchgrass for improved ethanol production (X. Xxxx) Oak Ridge National Laboratory USDA April 3, 2006 (A) NOBLE Systemic modification of monolignol pathway gene expression for improved lignocellulose utilization (X. Xxxx, X. Xxxxx) None USDA/DOE Plant Feedstock Feb 17, 2006 (F) NOBLE Genetic dissection of the lignocellulosic pathway of gene (X. Xxxx, X. Xxxxx) Kansas State University (lead) USDA/DOE Plant Feedstock Feb 23, 2006 (F) NOBLE Molecular-functional map and genome analysis of switchgrass (Panicum virgatum L.) (X. Xxxx, X. Xxxxxx) USDA-ARS, Albany, California USDA/DOE Plant Feedstock Feb 27, 2006 (F) Corn Cotton Wheat Rice Sugarcane Miscanthus Sweet sorghum Soybean Sunflower Safflower Jatropha Castor Canola Oil Palm Hevea Guayule St. Augustine (turf applications only) Trees in all fields, excluding variety evaluation and testing Fruits, Nuts & Vegetables in all fields, excluding variety evaluation and testing and research to use these platforms to deliver natural products/compounds to benefit human and/or animal health. CERES will: 1. Identify growers and establish grower contracts 2. Lease, build or buy production facility 3. Establish quality testing capability 4. Establish a sales force and distribution network and/or distribution through existing distribution systems such as retail outlets and regional seed companies and/or establish any other commercialization system. CERES shall provide to NOBLE a detailed, written annual report on its activities in furtherance of the obligations of this EXHIBIT, such report shall be due at or about March 31 of each year. In addition, upon the request of NOBLE at any time, CERES will discuss the their progress and results achieved in regard to such activities; provided however, such contacts and discussions shall be reasonable in frequency and duration so as not to be disruptive to the respective operations of either party. THIS AGREEMENT is made this ___ day of _________, 2006 (“Effective Date”), by and between THE XXXXXX XXXXXXX XXXXX FOUNDATION, INC. (“NOBLE”), an Oklahoma nonprofit corporation, and CERES, INC., a Delaware corporation (“CERES”).