Common use of Term and Termination Clause in Contracts

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 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 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 Xxxx Xxxxxxx-Xxxxx or Xxxx Xxxxxxxx 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 16.1 Subject to any other rights of termination under this paragraphArticle, this Agreement shall have a term equal toremain in full force and effect until: (a) on a jurisdiction-by-jurisdiction basis, the term expiration of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen the tenth (1510th) years from anniversary of the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 16.2 Each party Party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party Party if such other party Party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party Party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party Party specifying such failure. 10.3 NOBLE 16.3 IGER will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 16.4 CERES may after consultation with NOBLE IGER terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEESMISCANTHUS. 10.5 16.5 The parties Parties may terminate this Agreement at any time by mutual, written agreement. 10.6 16.6 Termination of this Agreement for any reason will not relieve either party Party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs Articles 8, 10, 11, 12, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 16.7 Termination of this Agreement shall not affect the rights and obligations of the parties Parties accrued prior to termination hereof. 10.9 16.8 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE IGER shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 16.9 Termination of this Agreement shall not prevent: (a) NOBLE IGER from recovering any royalties due as of termination; and (b) either party Party from obtaining a remedy for any breach of the provisions of this Agreement.

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

Term and Termination. 10.1 11.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term (the “Term”) equal toto the longer of: (a) on On a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY Licensed Variety; or (b) On a jurisdiction-by-jurisdiction basis, the term of any plant variety rights in such jurisdictionthe respective jurisdiction covering the Licensed Variety. 10.2 Each party 11.2 Subject to the procedural requirements of Paragraph 11.3, UGARF shall have the right to terminate this Agreement unilaterally by giving upon the occurrence of any one or more of the following events: (a) Failure of NOBLE to make full payment required under this Agreement when due; (b) Failure of NOBLE to render written notice reports as required under this Agreement when due; (c) Failure of termination NOBLE to the comply with Article VI of this Agreement; or (d) Failure of NOBLE to comply with any of its other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, obligations under this Agreement, and such party subsequently fails . 11.3 UGARF may exercise its right to cure such failure(s) within (a) terminate for cause by giving NOBLE thirty (30) days prior written notice of their election to terminate and the basis for failures to remit payment for amounts due under such election. Upon expiration of such notice period, this Agreement and (b) ninety (90) days shall automatically terminate unless NOBLE cures the state basis for all other obligations after receipt of written the termination within the 30-day notice from the non-breaching party specifying such failureperiod. 10.3 11.4 In the event this Agreement is terminated by UGARF, Noble shall destroy all production fields and all seed of Licensed Variety and notify UGARF of such action. 11.5 NOBLE will have the right to may terminate this Agreement unilaterally with thirty (30) days’ upon written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice termination if in the commercially reasonable opinion of CERES the NOBLE the markets for the LICENSED VARIETY change or do not develop as anticipated, Licensed Variety changes so as to render the production, promotion promotion, and sale of the LICENSED VARIETY Licensed Variety uneconomical or impractical or if CERES decides commercially impractical. 11.6 In the event this Agreement is terminated by NOBLE, NOBLE shall destroy all production fields of Licensed Variety seed and notify UGARF of such action. NOBLE may continue to cease substantially all activities sell Licensed Variety seed in SWITCHGRASSthe ordinary course of business for a period of one (1) year after the termination date; provided however, CERES shall terminate its promotion, marketing the royalties on such sales are paid in the amounts and sales of in the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of manner provided in this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2. Following such one (1) year period, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any remaining inventory of the aforementioned Licensed Variety seed from plants which are in the field on the termination datemust be destroyed, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm shall notify UGARF of the LICENSED VARIETIES other than seedsame. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 11.7 Upon termination of this Agreement, no existing SUBLICENSES Sublicense granted by CERES or AFFILIATED COMPANIES to third parties NOBLE shall be affected by such termination, and all such sublicenses Sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue Sublicensee to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESbecome a Licensee of UGARF. 10.10 11.8 The provisions of Articles VIII, IX and X and Paragraph 11.6 shall remain in full force and effect notwithstanding the termination of this Agreement. 11.9 Termination of this Agreement shall not prevent: : (a) NOBLE UGARF from recovering any royalties due as of terminationtermination (or thereafter, pursuant to Paragraph 11.6); and and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 7.1 This Agreement commences or is deemed to any other rights have commenced on the Commencement Date and continues for three years or until the Completion Date of termination the Ongoing Phase (whichever occurs later), unless terminated earlier in accordance with this Agreement (including this clause 7). The parties may agree in writing to extend the term of this Agreement. 7.2 Sensis may terminate this Agreement without cause by giving to the Consultant 30 days’ written notice. If Sensis terminates this Agreement under this paragraphclause, Sensis shall pay the Consultant the fees specified in paragraph 1 of Schedule 2 for the data provided to Consultant up to the termination date. 7.3 Either party may terminate this Agreement shall have a term equal toimmediately by written notice to the other party if: (a) on the other party commits a jurisdiction-by-jurisdiction basis, the breach of a material term of the INTELLECTUAL PROPERTY RIGHTS this Agreement which is not capable of being remedied or, in the respective jurisdiction covering case of the LICENSED VARIETYConsultant the breach is not remedied within 15 Working Days of receiving written notice to do so; 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 failureis or becomes Insolvent. 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 7.4 Sensis may terminate this Agreement at any time immediately by mutual, written agreement. 10.6 Termination notice to the Consultant if a Change 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 Control occurs in its possession and promptly upon harvesting, any respect 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 preventConsultant which: (a) NOBLE from recovering any royalties due as of terminationis not notified in advance to Sensis; and (b) either party would prevent or may reasonably be expected to adversely impact the Consultant from obtaining a remedy for any breach of the provisions of fulfilling its obligations under this Agreement. 7.5 Upon expiry or termination of this Agreement for any reason: (a) each party must, as soon as reasonably practicable, deliver to the other party, or at the option of the other party, destroy or delete all documents and materials containing the other party’s Confidential Information which are in its possession, custody or control; (b) the Consultant must, as soon as reasonably practicable, deliver to Sensis all Deliverables and any other property of Sensis in its possession, custody or control; and (c) Sensis will maintain all rights in and to the Deliverables provided under this Agreement, but will have no further rights in and to the Background IP, Project IP, or any other Intellectual Property rights of the Consultant, except to the extent that this is contemplated under clause 3.2.

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

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

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basisThis Agreement shall be effective as from the Effective Date. It shall remain in force for the Initial Term as from the Effective Date. Thereafter, the term Agreement shall be renewed for Additional Term(s), unless terminated by either 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 Parties by giving written notice of termination in text 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) Party at least thirty (30) days for failures prior to remit payment for amounts due under this Agreement and the expiry of the Initial Term or, as the case may be, the then current Additional Term. (b) ninety (90) days for all other obligations after receipt of written notice from At the non-breaching party specifying such failure. 10.3 NOBLE will have the right execution, Licensor may, in its own discretion, offer to terminate Licensee to enter into this Agreement unilaterally with for a free trial term of thirty (30) days’ written notice to CERESdays from the Effective Date (the Trial Term), (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 which 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 Licensee as anticipated, so well 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 Licensor may terminate this the Agreement at any time by mutualduring the Trial Term with immediate effect and the Agreement will, written agreementunless terminated in accord- ance with the foregoing in this Article 10(b), be continued as set forth in Article 10(a). 10.6 Termination (c) During the Initial Term and, as the case may be, any Additional Term, the Agreement may be terminated at any time with immediate effect by giving notice in text to the other Party (i) by either Party if the other Party is in material breach of this the Agreement and such breach, if curable, remains uncured for more than fifteen (15) days after the terminating Party re- questing the other Party in writing to cure the breach; (ii) by either Party if the other Party becomes or is declared insolvent, enters into liquidation or into any reason will debt restructuring or similar proceedings; (iii) by Licensor if Licensee fails to pay any Initial Fee or any Recurring Fee that is outstanding for more than thirty (30) calendar days and not relieve either party paid within fifteen business (15) days from the receipt of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, a reminder from Licensor requesting the payment of the outstanding fees; and (iv) by Licensor if Licensee delivers a Notice of Objection as set forth in Article 11, 13, 14, 15, 16, and 17 will survive any . (d) Upon termination of this Agreement, Licensee shall cease all use of Licensed Materials and destroy all copies of Licensed Materials (excluding any Background Materials included in Results) in Licensee's possession or control. 10.7 Upon (e) Except as otherwise expressly provided in this Agreement, Articles 1 (Definitions), 3.2 (Re- strictions and Limitations), 7 (Intellectual Property Rights), 8 (Confidentiality), 9 (No War- ranty, Exclusion and Limitation of Liability), 10(d) and (e) (Effects of Termination), 12 (Gen- eral Provisions) and 13 (Governing Law and Place of Jurisdiction) shall survive 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 this Agreement. 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 hereofduring the Term. 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 This Agreement shall have a term equal to: commence upon the Effective Date and shall continue in effect until (a) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or terminated pursuant to this Section 5 or (b) in those jurisdictions in which six months following the LICENSED VARIETY closing of that certain business combination transaction by and between the Company and Damon Motors, Inc. (“Transaction Closing”), whichever is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedfirst to occur (the “Term”). The Company or the Consultant may, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in at each such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving party’s option and upon written notice of termination provided to the other party at least 60 days prior to the end of any Term, extend the Term for up to an additional one-year period upon the other party’s written acceptance of such extension. Company may terminate this agreement at any time without notice if such other party fails to satisfy its Consultant breaches a 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 provision of this Agreement and (b) ninety (90) such breach has not been cured within 30 days for all other obligations after receipt of following written notice from or email notice of such purported breach sent by the non-breaching party specifying Company to Consultant, if 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 breach is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case capable 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 being cured. Company also may terminate this Agreement at any time, upon 30 calendar days written or email notice, but Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services completed prior to the notice of such termination provided, however, if this Agreement is terminated by the Company any time by mutualprior to the six month anniversary of the Transaction Closing (the “Guaranteed Period”) for any reason other than the gross negligence, recklessness or willful misconduct of Consultant or Consultant’s employees, contractors and agents, or Consultant’s willful refusal or failure to substantially perform the Services (each, “Company Good Reason”), the Closing Fee, if unpaid, shall be immediately due and payable and the Monthly Fee for the remainder of the Guaranteed Period shall be payable according to the same payment schedule set for in the Statement of Work. Consultant may terminate the Agreement effective (i) upon 30 calendar days written agreement. 10.6 Termination notice or (ii) immediately upon written notice (A) in the event Company fails to pay the consideration when due and payable in accordance with the terms of this Agreement and such failure has not been cured within thirty (30) days, (B) in the event of gross negligence, recklessness or willful misconduct by Company or any of Company’s employees, contractors and agents, or (C) if Company files for bankruptcy. Any termination by Consultant due to 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 terminationthe reasons specified in subsection (ii) shall be referred to as “Consultant Good Reason”. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any In the event of a termination of this Agreement. 10.7 Upon termination Agreement by CERES pursuant to Paragraph 10.2Consultant for a Consultant Good Reason, NOBLE will promptly deliver to CERES any the Closing Fee, if unpaid, shall be immediately due and all BREEDER SEED in its possession payable and promptly upon harvesting, any the Monthly Fee payable for the remainder of the aforementioned seed from plants which are Guaranteed Period shall continue to be paid according to the same payment schedule set for in the field on the termination date, Statement of Work. Sections 2 through 14 of this Agreement and NOBLE will grant CERES access to facilities and fields under its control any remedies for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination breach of this Agreement 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 shall be affected by such termination, and all such sublicenses shall remain . Company may communicate the obligations contained 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 SUBLICENSESto any other (or potential) client or employer of Consultant. 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 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 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 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 14.1. This term of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, commence upon the term Effective Date and terminate upon the completion of the INTELLECTUAL PROPERTY RIGHTS Parties’ Study-related activities under the Agreement, unless terminated early as further described in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionthis Section. 10.2 Each party shall have 14.2. CRO has the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) upon thirty (30) days prior written notice to the Institution. This Agreement may be terminated immediately at any time for failures any reason by the Institution or CRO when, in their judgment or that of the Principal Investigator, the Institution’s IRB, Scientific Review Committee, if applicable, or the Food and Drug Administration, it is determined to remit payment be inappropriate, impractical, or inadvisable to continue, in order to protect the Study subjects’ rights, welfare, and safety, or the IRB otherwise disapproves the Study. If for amounts due any reason Principal Investigator becomes unavailable to direct the performance of the work under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from Agreement, Institution shall promptly notify CRO. If the non-breaching party specifying such failure. 10.3 NOBLE will have the right Parties are unable to terminate identify a mutually acceptable successor, this Agreement unilaterally with may be terminated by either Party upon thirty (30) days’ days written notice notice. 14.3. Notwithstanding the above a Party may, in addition to CERES, (any other available remedies: a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE immediately terminate this Agreement by written notice if in upon the commercially reasonable opinion other Party’s material failure to adhere to the Protocol, except for deviation required to protect the rights, safety, and welfare of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASSStudy subjects; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES.and/or 10.5 The parties may b) terminate this Agreement at any time by mutualupon the other Party’s material default or breach of this Agreement, provided that the defaulting/breaching Party fails to remedy such material default, breach, or failure to adhere to the Protocol within thirty (30) business days after written agreementnotice thereof. 10.6 Termination 14.4. In addition to the above, this Agreement may be terminated by Institution in the event of a material default or breach of this Agreement by CRO, or by CRO in the event of a material breach of this Agreement by Institution, provided that the defaulting/breaching party fails to remedy such material default or breach within thirty (30) business days after written notice thereof. 14.5. In the event that this Agreement is terminated prior to completion of the Study, for any reason reason, Institution shall: a) notify the IRB that the Study has been terminated; b) cease enrolling subjects in the Study; c) cease treating Study subjects under the Protocol as directed by CRO to the extent medically permissible and appropriate; d) terminate, as soon as practicable, all other Study activities; and e) furnish to CRO any required final report for the Study in the form reasonably acceptable to CRO. Promptly following any such termination, Institution will not relieve either party provide to CRO copies of any obligation Data collected pursuant to the Study Protocol. Upon Sponsor’s or liability accrued CRO’s written request, Institution shall provide to the requesting party, at Sponsor’s or CRO’s expense, all Sponsor’s Confidential Information provided under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8provided, 10however, 11that Institution may retain such copy of Confidential Information for record keeping purposes, 13, 14, 15, 16monitoring its obligations, and 17 will survive any termination of exercising its rights hereunder, subject to Institution’s ongoing compliance with the confidentiality and non-use obligations set forth in this Agreement. 10.7 14.6. If this Study is terminated early by either Party, the Institution shall be reimbursed for all work completed, on a pro rata basis, and reasonable costs of bringing the Study to termination incurred through the date of termination, and for non-cancelable commitments properly incurred through that date. Upon termination by CERES pursuant receipt of notice of termination, Institution will use reasonable efforts to Paragraph 10.2, NOBLE reduce or eliminate further costs and expenses and will promptly deliver cooperate with CRO to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any provide for an orderly wind-down of the aforementioned seed from plants which are in the field on the termination dateStudy. 14.7. Subsections 1.4, 1.6, and NOBLE will grant CERES access to facilities 14.6, and fields under its control for Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 (and the purpose attached Letter of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement Indemnification), 12, 13, 15, 19 and 23, shall not affect the rights and obligations of the parties accrued prior to survive any termination hereof. 10.9 Upon termination or expiration of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties except that Section 3 shall be affected by such termination, and all such sublicenses shall remain survive for the period stated in effect according to their terms, pursuant to the election of each SUBLICENSEESection 3.1. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination Any provision of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of that by its nature and intent remains valid after termination will survive termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

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

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis4.1 Unless sooner terminated as hereinafter provided, the term Construction Term shall begin upon the execution of this Lease and shall end at 11:59 o’clock P.M. prevailing legal time in Atlanta, Georgia, on the last day preceding the Commencement Date of the INTELLECTUAL PROPERTY RIGHTS Primary Term, as set forth in Section 4.2; provided, however that, unless an extension of the respective jurisdiction covering Construction Term is agreed to by Lessor, the LICENSED VARIETY; orConstruction Term shall terminate automatically, if construction is not completed, or is suspended without the consent of the Lessor for period in excess of six (6) months) without further action by either party, at midnight on the day before the ___________[ th] anniversary of the commencement of the Construction Term. (b) in those jurisdictions in which 4.2 The Primary Term of this Lease shall be for _________ years beginning upon the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date first day of the first sale month after issuance of a LICENSED VARIETY certificate of occupancy for the Improvements (the “Commencement Date”) but in such jurisdiction. 10.2 Each party no event shall have the right Commencement Date be prior to _______. The Primary Term shall end at 11:59 o’clock P.M. prevailing legal time in Atlanta, Georgia, on the day before the ___________ anniversary of the Commencement Date, unless sooner terminated as hereinafter provided. Lessee may terminate this Agreement unilaterally by giving written notice of termination to Lease during 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) Primary Term only upon thirty (30) days for failures written notice to remit payment for amounts due Lessor and, subject to Lessor’s rights under Section 9.3, conveyance to Lessor of all right and title to all improvements then existing on the Premises free and clear of any liens or encumbrances, providing that so long as any leasehold security deed exists (as specifically permitted under this Agreement Lease), Lessee may not terminate this Lease without the written consent and concurrence of the holder of such security deed including the cancellation of any security interest held upon the leasehold interest and conveyance to Lessor of all right and title to all improvements then existing on the Premises. 4.3 The termination date of the Primary Term shall be extended, upon the request of Lessee, for one extension period of up to five (b5) years, and such request must be made to Lessor at least ninety (90) days days, but no more than 180 days, prior to the termination date. Any outstanding obligation of the Lessee to pay an amount secured directly or indirectly by any leasehold security deed permitted under this Lease is sufficient grounds that Lessor shall grant an extension provided that any such extension for all other obligations after receipt this purpose shall terminate on the earlier to occur 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 the end of any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) extension period, or (b) the date of repayment in case full of dissolution or winding up the secured indebtedness and release 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 leasehold security deed. 10.4 CERES may after consultation with NOBLE terminate 4.4 Upon expiration of this Agreement by written notice Lease (including any renewals or extensions thereof), if and only if Lessor determines the continued rental of the Premises is 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 best interest of the LICENSED VARIETY uneconomical Institution and the University System, Lessor may grant Lessee a usufruct in the Premises for fair market rental value and under terms to be mutually agreed upon by Lessor and Lessee. 4.5 Subject to Sections 4.3 and 4.4, upon expiration or impractical or if CERES decides to cease substantially termination of this Lease, all activities in SWITCHGRASS; provided howeverrights and interests of Lessee (and all persons whomsoever claiming by, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly under or through Lessee) in and to the Premises and the Improvements shall wholly cease and title to the Premises and the Improvements, including but not limited to all permanent improvements, erections and additions constructed on the Premises by Lessee, shall vest in Lessor without further act or conveyance, and without liability to make compensation therefore to Lessee or to anyone whatsoever, and shall be free and discharged from all and every lien, encumbrance, claim and charge of any SUBLICENSEES. 10.5 The parties may terminate this Agreement character created or attempted to be created by Lessee at any time by mutualother than pursuant to the specific terms of this Lease. This provision shall not relieve Lessee from liability for having left the Premises or the Improvements in unsound or unsafe condition or with encumbered title. Lessee, written agreementupon the request of Lessor, covenants and agrees to execute a quitclaim deed releasing all such rights in the Premises and the Improvements in a form and substance acceptable to Lessor. 10.6 Termination 4.6 Subject to Section 9.5, in addition to the termination provisions set forth in Section 4.2, if Lessee shall, after ten (10) days notice thereof, default in the performance 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 stipulations, covenants, terms, conditions, agreements or provisions of this Lease; then and 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 any of the LICENSED VARIETIES other than seed. 10.8 Termination above events, Lessor, at its option, may at once or thereafter (but only during the continuance of such default), terminate this Agreement shall not affect the rights and obligations of the parties accrued prior to Lease. Upon such 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 default the provisions of this AgreementSection 4.5 shall apply and Lessor may forthwith re-enter the Premises and repossess itself and remove all persons and effects therefrom, using such force as may be necessary without being guilty of trespass, forcible entry, detainer or other tort.

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 1. The term of this AGREEMENT begins at the INTELLECTUAL PROPERTY RIGHTS EFFECTIVE DATE and continues until completion of the PROJECT pursuant to the STATEMENT OF WORK or this AGREEMENT is otherwise terminated pursuant to this § 4, whichever is earlier, and may be extended upon written agreement of both PARTIES. Timelines are given in the respective jurisdiction covering the LICENSED VARIETY; or (b) working schedule described in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date Annex 2 of the first sale of a LICENSED VARIETY in such jurisdictionthis AGREEMENT. 10.2 Each party shall have the right to 2. XXXXX or POLYMUN 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) AGREEMENT 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 other PARTY if (i) the other PARTY shall become insolvent or (ii) the other PARTY shall make a general assignment for the benefit of creditors, or (iii) the opening of bankruptcy proceedings over the other PARTY is denied for lack of assets. In case of termination by XXXXX for any of the grounds specified in this § 4.21 XXXXX shall have a perpetual, world-wide, non-breaching party specifying such failureexclusive license to use any process technology owned by or licensed to POLYMUN to the extent required in order to produce the PRODUCT. 10.3 NOBLE will have the right to 3. XXXXX or POLYMUN may terminate this Agreement unilaterally with AGREEMENT at any time for any material breach by the other PARTY of any of the provisions hereof upon thirty (30) days’ days prior written notice to CERESsuch other PARTY, provided that during such thirty (30) day period the default is not cured to the reasonable satisfaction of the PARTY giving notice. In case of termination by XXXXX for any of the grounds specified in this § 4.3, XXXXX shall have a perpetual, world-wide, non-exclusive license to use any process technology owned by or licensed to POLYMUN to the extent required in order to produce the PRODUCT. 4. In the event of termination of this AGREEMENT pursuant to any of the above provisions, POLYMUN shall have a duty to mitigate its damages, including (a) if CERES seeks protection under any bankruptcyto cease all development activities for XXXXX pursuant to this AGREEMENT, 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 to take all steps necessary to cancel or to limit to a minimum any commitments with third parties ancillary to the development activities pursuant to this AGREEMENT, (c) to inventory and provide a list to XXXXX of dissolution all WORK PRODUCT, and (d) upon request of XXXXX, to promptly deliver to XXXXX all WORK PRODUCT and transfer to XXXXX all drawings, all partially or winding up of CERES (excluding any situation where fully completed deliverables, and all other know-how comprising or substantially all of CERES’ assets, stock forming a basis for or business relating to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise))PRODUCT RESULTING PROPRIETARY RIGHTS. 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 5. Termination 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 AGREEMENT for any reason will not relieve either party the PARTIES 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, accruing prior thereto and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant be without prejudice 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 remedies of the parties accrued prior either PARTY with respect 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 antecedent breach of the provisions of the AGREEMENT. The following shall survive any termination or expiration of the AGREEMENT and continue to be enforceable: §0, §0, §0.0, §6.4, §6.5, and §§7 through and including 12. 6. Upon the successful conclusion of POLYMUN’s development activities under this AGREEMENT, or any extensions thereof, or upon any earlier termination hereof, POLYMUN shall return to XXXXX all MATERIALS and INGREDIENTS. Any MATERIALS shall be the property of XXXXX and, for so long as such MATERIALS are permitted to be in the possession or control of POLYMUN, shall be used by POLYMUN only as directed by XXXXX and only for the purposes of this Agreement. In order to assist XXXXX in the disposition of such MATERIALS and INGREDIENTS, POLYMUN shall, promptly upon the conclusion of the development and manufacturing activities or termination of this AGREEMENT, provide XXXXX with a written inventory of all such MATERIALS and INGREDIENTS. Such inventory shall be in sufficient detail to enable XXXXX to identify and confirm the return of the MATERIALS previously delivered by XXXXX. XXXXX shall further be given reasonable access to the facilities of POLYMUN and any authorized third party contractors of POLYMUN in order to identify and inspect such MATERIALS and INGREDIENTS.

Term and Termination. 10.1 3.1 Subject to any other rights of termination under this paragraphClause 2.1, this Agreement commences when it has been signed and dated by both Parties, and shall have a term equal tocontinue until it is validly terminated in accordance with this Clause 3. 3.2 Either Party (in this Clause 3, the “Non-Defaulting Party”) may, without prejudice to any of its other rights arising hereunder, terminate this Agreement by notice with immediate effect to the other Party (the “Defaulting Party”) if: (aA) on the Defaulting Party commits a jurisdiction-by-jurisdiction basis, the term material breach of any of the INTELLECTUAL PROPERTY RIGHTS terms or conditions hereof (including, for the avoidance of doubt, any failure by XYZ to pay the amount of an invoice in full to Thames in accordance with Clause 11.7 or any failure by XYZ to provide connections data in accordance with Clause 11.14) and, if such breach is capable of remedy, it continues 30 days after notice in writing, specifying the breach and requiring the same to be remedied, has been given by the Non-Defaulting Party; (B) The Defaulting Party relies on the existence of a Force Majeure Event to excuse performance under this Agreement for more than 60 days; (C) The Defaulting Party ceases to be a sewerage undertaker appointed under the Act for any reason; (D) XYZ ceases to be xxx xxxxxxxxxx for the Site. (E) an order is made or a resolution is passed for the winding-up of the Defaulting Party except in the respective jurisdiction covering case of a voluntary winding-up for the LICENSED VARIETYpurposes of a scheme of reconstruction or amalgamation; (F) an administration order is made in respect of the Defaulting Party or a petition for such an order is presented, or the Defaulting Party otherwise “enters administration” (as that phrase is defined in paragraph 1 of Schedule B1 of the Insolvency Act 1986); (G) a receiver (which expression shall include an administrative receiver) is appointed in respect of the Defaulting Party or all or any of its assets; (H) the Defaulting Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000; (I) any voluntary arrangement is proposed under Section 1 of the Insolvency Xxx 0000 in respect of the Defaulting Party; or (bJ) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date anything analogous to any of the first sale of a LICENSED VARIETY events described in such sub-Clauses 3.2(D) to (H) occurs in any 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 3.3 The Parties 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 SUBLICENSEESmutual consent. 10.5 The parties 3.4 Thames may terminate this Agreement at with immediate effect by notice to XYZ if any time by mutual, written agreementpayments to the Deposit Account required under Schedule 4 are not made. 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 83.5 Except where expressly stated to the contrary, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of Parties under this Agreement shall cease immediately upon its termination. However, termination shall not prevent: (a) NOBLE from recovering affect any royalties due as rights, obligations or remedies which have accrued on or before the date of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 5.1 One hundred and eighty (180) days prior to any other rights expiration of termination under this paragraphAgreement, this Agreement Eimermacher and Xxxxxx shall have meet to determine their intentions regarding 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 jurisdictionnew or extended agreement. 10.2 Each party shall have the right to 5.2 Either Party may terminate this Agreement unilaterally by giving written effective immediately upon notice of termination to the other other, in the event that the party if to which such other party fails to satisfy its material obligationsnotice is sent becomes the subject of any bankruptcy or insolvency proceedings. Xxxxxx may also terminate this Agreement with sixty (60) days notice as defined in Paragraph 10.3 in the event Eimermacher is delinquent in payment of invoices, which shall include but are not limited toas defined by Paragraph 3.3, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) by more than thirty (30) days for failures in spite of a reminder by Xxxxxx or if Xxxxxx repeatedly must require the destruction of batches of the Product pursuant 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 failureParagraph 2.10. 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 5.3 Either Party may terminate this Agreement at any time in the event there is a material breach of the contract by mutual, written agreementthe other party and such breach is not cured within sixty (60) days of the date of the notice of breach. 10.6 Termination 5.4 Eimermacher shall have a period of six (6) months following termination of this Agreement for any reason will not relieve either party to sell or dispose 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 inventory of this Agreement. 10.7 Upon termination by CERES Product (other than that which is required to be destroyed pursuant to Paragraph 10.22.10) remaining at the date of termination; provided, NOBLE will promptly deliver however, that, Licensing Fees shall continue to CERES any and all BREEDER SEED be due 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 seedaccordance with Paragraph 3. 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 or AFFILIATED COMPANIES to third parties Eimermacher 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 cause all materials containing any royalties due as of termination; and Technical Information to be promptly returned to Xxxxxx, (b) either party from obtaining a remedy at Alcide’s election, assign to Xxxxxx rights in any regulatory applications or approvals (e.g., investigational new drug applications) (to the extent assignable) requested by Xxxxxx and (c) during the nine (9) months following termination, discuss with Xxxxxx information and data that exists with respect to Product and provide to Xxxxxx such relevant information and data requested by Xxxxxx, provided however that all costs for Eimermacher’s actions as set forth in sub-paragraphs (b) and (c) shall be borne by Xxxxxx. The rights and obligations of Paragraphs 2.8, 3.3, 3.4, 3.6, 3.8, 3.9, 3.11, 3.13, 5.4, 5.5, 6, 7, 9 and 10 and any breach of the provisions accrued obligations shall survive termination or expiration of this Agreement. All other rights and obligations shall not survive termination or expiration.

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 Xxxx'x 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 Xxxx’x 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 Xxxx 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 A. This Agreement will be effective as of the date first written above and shall continue for five (5) years thereafter, unless terminated by mutual agreement of the parties or otherwise in accordance with the terms hereof. B. In addition to any other rights the provisions of termination under this paragraphSection XV.A., above, this Agreement shall have a term equal tomay be terminated with immediate effect upon the occurrence of any of the following events: (a) on a jurisdiction-by-jurisdiction basis1. The insolvency of either party; its suffering or committing any act of insolvency, or the term inability of either party to pay its debts when due or within 180 days of due date; 2. Either party’s bankruptcy or liquidation, whether voluntary or involuntary, or 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 appointment for it of a LICENSED VARIETY receiver or liquidator; 3. An attempted assignment of this Agreement, except as provided in such jurisdiction.Section XVII.A, below; 10.2 Each party shall have 4. Any non-payment by the right Distributor to terminate this Agreement unilaterally by giving written notice RBC 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, any indebtedness under this Agreement, provided the Distributor has received written notice of such default and such party subsequently fails to cure such failure(s) within (a) has had thirty (30) days for failures to remit payment for amounts due under cure such default but failed to do so; 5. The failure of a breaching party to remedy a breach of this Agreement and within thirty (b) ninety (9030) days for all other obligations after receipt of written notice from of breach has been served on the breaching party by the non-breaching party specifying such failureindicating the nature of the breach or purported breach. 10.3 NOBLE will have C. In 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 event 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 1. The Distributor’s personal commission rights and downline position as a RBC Distributor shall not be affected; 2. All downline Members’ Agreements within the Territory become the property of RBC; 3. Distributor agrees to co-operate with RBC, to surrender all records to RBC, and to do whatever is reasonably required by CERES pursuant RBC in order 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 continue a viable business with RBC Members 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.Territory; and 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 D. Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such terminationthe Distributor will immediately cease any and all use of any and all RBC trademarks and/or tradenames including, but not limited to, “RBC Life Sciences” and “RBC”, and all will not sell any goods under 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 SUBLICENSEStrademarks or tradenames or any similar names or marks. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights 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, Xxxxxxxxx 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. Xxxxxxxxx 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 Xxxxxxxxx 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 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 XXX 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 XXX in writing as to price maintenance or proposed price increases/reductions; b) XXX 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 XXX 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 XXX 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 XXX 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 XXX 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 XXX 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 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 Xxxxxxxxx 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 Xxxxxxxxx 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 Xxxxxxxxx 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 The term of termination under this paragraph, this Agreement shall have a term equal to: (a) commence on the Effective Date and, unless sooner terminated as provided in this Article 10, shall expire on a jurisdictioncountry-by-jurisdiction basis, country basis on the term expiration of the INTELLECTUAL PROPERTY RIGHTS Licensee's royalty payment obligations as provided 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 4.5. 10.2 Each Licensee shall have the right to terminate this Agreement on a country-by-country basis or in its entirety at any time (for any reason or no reason) by providing PAA with at least sixty (60) days prior written notice of termination, such termination to become effective at the expiration of such sixty (60) day period or such later date as may be specified in such notice. 10.3 In the event a material breach of this Agreement (including, without limitation, a material breach of any representation or warranty contained in Article 8 hereof) by PAA or any PAA Principal on the one hand, or Licensee on the other, the non-breaching party shall have the right to terminate this Agreement unilaterally by giving providing written notice of such termination to the other breaching party, but only if (i) the non-breaching party if shall first have provided the breaching party with written notice of such other party fails to satisfy breach, specifying the nature of such breach ("Breach Notice"), (ii) either (A) such breach, by its material obligationsnature, which shall include but are cannot limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) be cured within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from such Breach Notice or (B) if such breach is curable within such ninety (90) day period, the breaching party fails to cure such breach within such ninety (90) day period and (iii) such breach, either alone or in combination with other uncured breaches as to which Breach Notice has been given, materially impairs the value of the Agreement as a whole to the non-breaching party specifying such failureparty. 10.4 In the event of termination of this Agreement by Licensee under Section 10.2 or by PAA under Section 10.3 NOBLE will or 10.8, (i) all licenses granted by PAA to Licensee hereunder shall terminate, and (ii) at the request of PAA, Licensee shall assign to PAA all regulatory filings, regulatory approvals and clinical data owned and controlled by Licensee, and shall deliver to PAA all documentation in its possession, relating to Licensed Products, Licensed Processes or any Technology, or, to the extent such assignment is not legally permissible, Licensee shall grant PAA the right to access, use and cross reference such filings, approval and data. In the event of termination of this Agreement by Licensee under Section 10.2, then PAA shall pay Licensee a royalty upon any sales of Licensed Product which are made by or on behalf of PAA, its Affiliates or any licensee or sublicensee (or sub-sublicensee) thereof after the effective date of such termination. The amount of such royalty shall be consistent with industry standards and shall be determined by mutual agreement of PAA and Licensee after good faith negotiations; provided, however, that if PAA and Licensee are unable to reach mutual agreement thereon, the matter shall be submitted to arbitration generally in accordance with the procedures set forth in Article 13 of this Agreement, and the arbitrator shall base his/her decision on the following factors: (i) the value of any assigned filings, approvals and/or data to the development and commercialization of the Licensed Product; and (ii) the relative contributions of the parties to the development and commercialization of the Licensed Product. 10.5 In the event of termination of the Agreement by Licensee under Section 10.3, the rights and licenses granted by PAA to Licensee under this Agreement shall, at Licensee's option, remain in effect, except that such rights and licenses shall be on a royalty-free basis. 10.6 Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from performance of any obligation incurred or liability or payment accrued prior to the effective date of such termination, and such termination shall be without prejudice to any remedy that any party may have in addition to those rights as provided under this Agreement. Articles 7 and 8, this Article 10, Article 11 and Articles 12 through 14 (with respect to such Articles 12 through 14, solely to the extent applicable to provisions, rights or obligations which survive termination) shall survive any such termination. Licensee and any permitted Sublicensees may, however, after the effective date of any such termination, sell any and all Licensed Products in inventory, and complete and sell any and all Licensed Products in the process of manufacture, at the effective date of such termination for a period of one year after the effective date of such termination, subject to payment of royalties to PAA as herein provided. 10.7 In the event of termination of this Agreement by Licensee pursuant to Section 10.3, any and all sublicenses to which a Sublicensee is a party and which is in effect as of the effective date of such termination shall continue in full force and effect, provided that such Sublicensee timely pays all royalties on Net Sales by such Sublicensee directly to PAA and continues to comply with the other terms of such sublicense. In the event of termination of the Agreement by either party for any other reason, any Sublicensee hereunder not then in default shall have the right to seek a license under reasonable terms and conditions from PAA, which license PAA agrees to negotiate in good faith. 10.8 In the event that Licensee does not file an IND within three (3) years of the Effective Date of this Agreement, PAA shall have the right to terminate this Agreement unilaterally with upon thirty (30) days’ 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))Licensee. 10.4 CERES may after consultation with NOBLE 10.9 In the event that Licensee alleges in a proceeding in a court or tribunal of competent jurisdiction or in an arbitration that any patent or patent claim within the Patent Rights is invalid or unenforceable, PAA shall have the right to terminate this Agreement by upon thirty (30) days 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 SUBLICENSEESLicensee. 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 10.1. This Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term come into effect 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 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 Agreementabove, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due under shall remain in full force and effect unless earlier terminated as provided in 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 CERESSection 10, (a) if CERES seeks protection under any bankruptcyprovided, insolvencythat, 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 except for the LICENSED VARIETY change or do not develop as anticipatedprovisions of Paragraph 10.2 and Section 12, 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 hereunder shall be contingent upon the closing of the initial public offering described in Paragraph 10.2 hereof. 10.9 Upon termination 10.2. HGS may terminate this Agreement immediately, effective upon written notice to TRANSGENE, in the event that TRANSGENE does not complete an underwritten initial public offering of at least twenty five million U.S. dollars ($25,000,000) at a post-money valuation of at least one hundred fifteen million U.S. dollars ($115,000,000) on or before July 31, 1998. However, the parties recognize the volatility of capital markets, and therefore agree to discuss possible alternative financial arrangements in the event an underwritten initial public offering has not occurred on or before July 31, 1998, provided that if the parties fail to reach agreement and HGS exercises its right to terminate pursuant to Paragraph 10.2, TRANSGENE's payment obligation pursuant to Paragraph 3.1 shall terminate. (a) Subject to Paragraph 10.5, in the event TRANSGENE fails to make a royalty or milestone payment to HGS under this Agreement with respect to an EXCLUSIVE TRANSGENE PRODUCT, when due, or fails to meet its obligations under Section 5 of this * Confidential treatment requested 29 33 Agreement with respect to an EXCLUSIVE TRANSGENE PRODUCT, in addition to any other remedy which it may have, HGS may notify TRANSGENE in writing that (i) all TRANSGENE's rights with respect to such EXCLUSIVE TRANSGENE PRODUCT shall terminate as of sixty (60) days after such written notice and TRANSGENE's rights with respect thereto shall terminate unless such payment is made or such failure is cured, prior to the expiration of such sixty (60) day period; or (ii) if TRANSGENE has previously failed twice to make a royalty or milestone payment to HGS under this Agreement or to meet its obligations under Section 5 of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties HGS may notify TRANSGENE in writing that this Agreement shall be affected by such terminationterminate in its entirety, and all if TRANSGENE fails to cure such sublicenses failure within sixty (60)days thereafter, this Agreement shall remain terminate in effect according its entirety. 10.4. In the event that TRANSGENE fails to their termsmake the payment to HGS under Paragraph 3.1 when due, pursuant in addition to any other remedy which HGS may have, HGS may notify TRANSGENE in writing of such failure and the election termination of each SUBLICENSEEthis Agreement in its entirety, and if TRANSGENE fails to make such payment within thirty (30) days thereafter, this Agreement shall terminate. 10.5. NOBLE shall continue Notwithstanding Paragraph 10.3, HGS may not terminate TRANSGENE's rights or this Agreement, if TRANSGENE reasonably contests whether such royalty or milestone is due or reasonably contests that it has not failed to be entitled to payments relating to such SUBLICENSES pursuant to meet its obligations under Section 5 of this Agreement and such SUBLICENSESprovided TRANSGENE has instituted an arbitration proceeding pursuant to Paragraph 15.3. 10.10 Termination 10.6. In the event that HGS fails to meet its obligations under Section 4, in addition to any other remedy which TRANSGENE may have, TRANSGENE may notify HGS of such failure and that this Agreement shall not prevent:terminate in its entirety, and if HGS fails to cure such failure within thirty (30) days thereafter, this Agreement shall terminate in its entirety. (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining 10.7. In the event HGS fails to make a remedy for any breach of the provisions of royalty payment to TRANSGENE under this Agreement.Agreement with respect to an EXCLUSIVE TRANSGENE PRODUCT, when due, or fails to

Term and Termination. 10.1 Subject 19.1 This Agreement will become effective as of the date first above written and, unless earlier terminated in accordance with this Agreement, will continue, unless extended pursuant to any other rights the following sentences, until March 31, 2004. At the sole option of termination under this paragraphComcast, this Agreement shall have a term equal to: may be extended for one (a1) on a jurisdiction-by-jurisdiction basis, the term of **** years (the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained"Optional Extension"), fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination extension to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) Concurrent at least thirty (30) days for failures prior to remit payment for amounts due under March 31, 2004. If Comcast exercises its right to the Optional Extension, the terms and conditions of this Agreement shall be extended for **** years, and thereafter will automatically renew, on each anniversary of March 31, for successive one-year periods (b) each such period, an "Evergreen Year"), unless either party gives written notice of termination at least ninety (90) days prior to the beginning of a new Evergreen Year. 19.2 If Concurrent does not complete the actions listed in subparagraphs (a), (b) and (c) of Section 5.1 on or before September 30, 2001, Comcast shall have the right, in its sole discretion, which may be exercised by written notice to Concurrent at any time before the earlier of the close of business on December 31, 2001 or the Completion Date, to terminate this Agreement, or if Comcast does not so terminate this Agreement and Concurrent does not complete the actions listed in subparagraphs (a), (b) and (c) of Section 5.1 on or before December 31, 2001, this Agreement shall automatically terminate (unless termination is waived by Comcast) without any further action by either party hereto, on December 31, 2001. 19.3 Either party shall be in default of this Agreement if such party: a) fails to make any payment required to be made hereunder when such payment is due and such failure continues for all other obligations fifteen (15) business days after receipt of written notice from the non-breaching party specifying of such failure.; 10.3 NOBLE will have the right b) fails to terminate perform any of its material obligations under this Agreement unilaterally with (other than a payment obligation) and such failure continues for thirty (30) days’ calendar days after receipt of written notice of such failure, or if such failure cannot be cured within such thirty (30) day period, but the defaulting party diligently pursues a cure of such default during such thirty (30) day period and thereafter, such failure continues for sixty (60) calendar days after receipt of written notice of such failure; c) assigns this Agreement, or any obligation or right under this Agreement, to a third party that is not an Affiliate of such party; or d) becomes insolvent or makes an assignment for the benefit of creditors, or a receiver or similar officer is appointed to take charge of all or part of that party's assets. In the event of a default, the non-defaulting party may terminate the Agreement and any outstanding Orders by written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise))the defaulting party. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change 19.4 Termination or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination expiration of this Agreement for any reason will shall not relieve either party of any of its then-accrued obligations, including without limitation the obligation to pay for delivered VOD Products or liability accrued for any then-applicable cancellation charges pursuant to this Agreement. For avoidance of doubt, Comcast shall have no obligations under this Agreement before the deployment commitment in Section 4.1 after termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination expiration of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights 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, Xxxxxxxxx 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. Xxxxxxxxx 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 Xxxxxxxxx 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 to any other rights of termination under this paragraph, this a. This Agreement shall have a term equal to: take effect on May 17th 2019 (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"Effective Date"), and such party subsequently fails shall remain in full force and effect for twelve (12) months from Effective Date and from year 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 CERESyear thereafter; provided, (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 that either Party may terminate this Agreement at any time by mutual, written agreementupon thirty (30) days' notice in writing to the other Party or as provided in Sections 2(b) or 2(c) below. 10.6 Termination of b. Shipper may terminate this Agreement immediately upon written notice in any of the following events: (i) Vendor loses its property broker or operating authority, receives an "unsatisfactory", unfit, or analogous safety rating from the U.S. Department of Transportation ("DOT") (or an analogous safety rating from any other governmental agency with jurisdiction over Vendor's operations), or otherwise becomes disqualified to perform its obligations under this Agreement, including where applicable, but not limited to, failure to qualify under Shipper's carrier qualification protocol as the same may be revised from time to time; (ii) Vendor breaches any covenant, obligation, condition, or requirement imposed upon it by this Agreement, and such breach continues for a period of fifteen (15) days after written notice thereof from Shipper to Vendor; (iii) Vendor becomes insolvent, files for or is forced to file for protection under bankruptcy laws or similar federal, state or provincial laws, or becomes unable to pay its debts in a timely manner; (iv) Vendor fails to comply with the performance metrics, if any, imposed upon it by Shipper as set forth in this Agreement; (v) Vendor fails to procure and maintain any reason will not relieve either party of the insurance coverages required by this Agreement; or (vi) Except as permitted in Section 1d above, Vendor utilizes the services of any obligation or liability accrued third party motor carrier to perform its obligations under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination without prior written consent of this AgreementShipper. 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 c. Vendor may terminate this Agreement immediately upon harvesting, any of the aforementioned seed from plants which are written notice in the field on the termination dateevent Shipper breaches any covenant, 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 Agreementobligation, no existing SUBLICENSES granted condition, or requirement imposed upon it 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 breach continues for a period of this Agreement shall not prevent: thirty (a30) NOBLE days after written notice thereof to Shipper 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.Vendor. Vendor Shipper Initial Initial

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 4.1 Subject to any other rights early termination as set out in this Agreement, the initial term of termination under this paragraph, this Agreement shall have a term equal to: will be seven (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 (157) years from May 1, 2003 (the date “Initial Term”) and will be automatically renewed at the end of the first sale Initial Term (or each 12 month extension pursuant to this Clause 4.1) for a further 12 months, unless either Party notifies the other in writing at least 365 days prior to the expiration of a LICENSED VARIETY the Initial Term or any relevant subsequent 12 month extension (as the case may be) that it does not wish to renew, in such jurisdictionwhich case this Agreement will terminate at the end of the Initial Term or the latest subsequent 12 month extension, as the case may be. 10.2 Each party 4.2 As used herein, a Contract Party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party be deemed a “Defaulting Party” if such other party fails to satisfy Contract Party commits a material breach of its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due obligations under this Agreement and or under any Supply or Development Agreement and, if the breach is capable of remedy, it fails to remedy such breach within 90 days (bexcept in the case of a monetary default which shall be cured in 30 days) 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’ having been specifically required 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)). 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 so. NovAtel may terminate this Agreement with immediate effect by written notice to the other Contract Parties at any time during which Leica Geosystems is a Defaulting Party. Leica Geosystems may terminate this Agreement with immediate effect by mutualwritten notice to the other Contract Parties at any time during which NovAtel, written agreementCMC or Oncap is a Defaulting Party. 10.6 Termination 4.3 All further rights and obligations 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 the Parties cease to have effect on termination of this Agreement. 10.7 Upon , except that 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 accrued rights and obligations of the Parties at the date of termination or the continued existence and validity of the rights and obligations of the parties accrued prior Parties under this Clause 4 and those clauses which are expressly intended to survive termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES and any provisions necessary for the interpretation 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 enforcement of this Agreement. 4.4 In the event of a Leica Triggering Event, NovAtel and/or CMC will have the right, to be exercised within 90 days of the date on which it becomes aware that a Leica Triggering Event has occurred, to terminate some or all of its obligations under this Agreement. 4.5 Oncap will automatically cease to be a party to this Agreement when Oncap and its Affiliates cease to control CMC. 4.6 This Agreement will automatically terminate upon the termination of the Strategic Co-Operation 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 This Agreement shall commence on the date signed by both REALIS and the LICENSEE and shall continue from year to any other rights year subject to the timely payment of termination under INITIAL FEES and ANNUAL RENEWAL FEES unless terminated by either party pursuant to the remaining provisions of this paragraph, Clause. 10.2 Either party may terminate this Agreement shall have a term equal toforthwith on serving written notice on the other if the other: (a) on goes into liquidation or suffers a jurisdiction-by-jurisdiction basis, the term receiver to be appointed over all or any of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETYits assets; 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 fails to remedy any remediable breach of the first sale Agreement within 30 days of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving receiving written notice of termination the breach; or c) commits any irremediable breach; or d) commits a breach of the undertakings as 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 failureconfidentiality set out in Clause 5. 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 The LICENSEE may after consultation with NOBLE terminate this Agreement by serving not less than three months 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 expire on an anniversary 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 COMMENCEMENT DATE. REALIS may terminate this Agreement at by serving not less than six months written notice on the LICENSEE to expire on an anniversary of the COMMENCEMENT DATE. 10.4 In the event of termination, all licences granted to the LICENSEE, and any time obligations of REALIS, shall thereupon cease and, Subject to Clauses 10.5 and 10.6, the LICENSEE shall within fourteen working days return all tangible copies of all LICENSED SOFTWARE in whatever form and all copies associated DOCUMENTATION in its power, possession or control; and erase any copies of any thereof from any computer store or memory owned, used or controlled by mutual, written agreementthe LICENSEE. 10.5 Termination shall be without prejudice to any accrued right of either party. 10.6 Termination The restrictive covenants and promises of the LICENSEE and REALIS, in particular the undertakings set out in Clause 5, shall commence on the date on which 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, has been signed by both the LICENSEE and 17 will REALIS and shall survive any termination or rescission 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 15.1 This Agreement will come into effect on the Completion Date and, with respect to any other rights of termination each Service, will continue in force until the applicable Service Termination Date (as may be extended in writing by the Parties). 15.2 This Agreement will terminate in its entirety on the last Service Termination Date, unless otherwise terminated earlier under this paragraphClause 15. 15.3 The Receiving Party may terminate at any time any Service, this Agreement shall have a term equal toor any part thereof: (a) on a jurisdiction-by-jurisdiction basis, upon giving at least thirty (30) days prior notice to the term of the INTELLECTUAL PROPERTY RIGHTS Delivering Party (except as otherwise provided in the respective jurisdiction covering the LICENSED VARIETYany Schedule hereto); or (b) in those jurisdictions in which if the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date Delivering Party has failed to perform any of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate its material obligations under this Agreement unilaterally by giving written notice relating to any such Service, the Receiving Party has notified the Delivering Party in writing 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 Agreementfailure, and such party subsequently fails to cure such failure(s) within (a) failure has continued 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 by the Delivering Party of written notice from the non-breaching party specifying of such failure. 10.3 NOBLE will have 15.4 The Delivering Party may terminate at any time any Service, or any part thereof, if the right Receiving Party has failed to terminate perform any of its material obligations under this Agreement unilaterally with relating to any such Service, the Delivering Party has notified the Receiving Party in writing of such failure and such failure shall have continued for a period of thirty (30) days’ days after receipt by the Receiving Party of written notice of such failure. For the avoidance of doubt, the failure by the Receiving Party to pay the full amount of any invoice when due (except to the extent of any amounts reasonably disputed in accordance with this Agreement) shall be considered a material breach of the Receiving Party’s obligations under this Agreement. 15.5 The Delivering Party may upon written notice to CERESthe Receiving Party, (a) if CERES seeks protection under discontinue the provision of any bankruptcyService without compensation to the Receiving Party in the event that the Delivering Party is unable to perform such Service, insolvencyor loses its right to perform such Service, receivership, trust, deed, creditors arrangement as a result of any termination of a related Service 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 a related service provided by a third party; provided if the Delivering Party receives written notice from any third party that such third party intends to terminate such service, the parties shall use all reasonable endeavours to secure the continued provision of that service from such third party or an alternative third party provider (whether it being agreed that any costs incurred in doing so shall be borne by sale, acquisition, merger, operation of law or otherwise)the Receiving Party). 10.4 CERES 15.6 Parent may after consultation with NOBLE terminate this Agreement by written upon giving at least thirty (30) days prior notice if in to the commercially reasonable opinion Company upon Parent’s rollout of CERES the markets for the LICENSED VARIETY change or do not develop as anticipatednew functionality associated with version 6 of SAP; provided, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales that no such termination may be effective prior to the date which is 12 months from the date of the LICENSED VARIETY, whether directly or through any SUBLICENSEESthis Agreement. 10.5 The parties 15.7 Either party may terminate this Agreement at any time by mutual, with immediate effect upon serving written agreementnotice upon the other party if the other party suffers an Insolvency Event. 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 12.1 In addition to any other rights of automatic termination under this paragraphclause 2.2, this Agreement shall have a term equal tobe terminated: (a) on a jurisdiction-by-jurisdiction basis, 12.1.1 if the term Consortium willfully defaults in making payment of the INTELLECTUAL PROPERTY RIGHTS Fee as provided 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 and fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and remedy such party subsequently fails to cure such failure(s) default within (a) thirty (30) days for failures to remit payment for amounts due under of notification in writing by the Publisher. 12.1.2 if the Publisher commits a material or persistent breach of any term of this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from fails to remedy the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with breach 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) days of notification 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 writing by a third party (whether by sale, acquisition, merger, operation of law or otherwise))the Consortium. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice 12.1.3 if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change Consortium commits a willful, material or do not develop as anticipated, so as to render the production, promotion and sale persistent breach 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 terms of this Agreement, and fails to remedy the breach within thirty (30) days of notification in writing by the Publisher. 10.7 Upon termination 12.2 If public funding of the Consortium or funding of the Consortium by CERES the Members is materially reduced and the Consortium thereby becomes unable to pay future amounts payable pursuant to Paragraph 10.2this Agreement, NOBLE will promptly deliver to CERES any the Consortium may give the Publisher written notice of termination 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 terminate effective 30 days after the giving of such notice if the Consortium has failed to pay the Fee for the calendar year in which such notice was given, or if the Consortium has paid the Fee for the calendar year in which such notice was given, January 1 of the following year. 12.3 On termination all rights and obligations of the parties accrued prior automatically terminate except for obligations in respect of Licensed Materials to termination hereofwhich access continues to be permitted as provided in clause 12.4. 10.9 Upon 12.4 On termination of this Agreement or non‐renewal of a Member’s participation in the Agreement, the Consortium, Authorized Users and Walk‐in Users shall retain the right to access and use in archived form the content of the Database for the period of time set out in Schedule 3 up to the date of termination, except where such termination is due to a breach of the Agreement by the Consortium which the Consortium has failed to remedy as provided in clause 12.1.1 and 12.1.3, in which case such continuing access shall be provided in respect of Licensed Materials published up to the date of such breach. On termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES the Publisher shall at its option: a.) provide each Member, on request, with an electronic copy of the content of the Database for the period of time set out in Schedule 3 up to third parties shall be affected by such the date of termination, and all such sublicenses shall remain in effect according to their terms, pursuant or b.) provide for continued access to the election Licensed Materials on the Server for the period of time set out in Schedule 3 up to the date of termination, provided that: 12.4.1 the Consortium and each SUBLICENSEE. NOBLE Member seeking access continues to adhere to its obligations with respect to the restrictions on use of the Database as provided in this Agreement; 12.4.2 each Member permitting access to Walk‐in Users continues to limit such access to the Premises; and 12.4.3 each Member seeking access pays to the Publisher a maintenance amount reflecting the Publisher’s costs for facilitating such access as the Publisher and Member, acting reasonably, may agree. 12.5 On termination of this Agreement for cause, as specified in clauses 12.1.1 and 12.1.3, the Consortium shall continue immediately cease to be entitled make available the Licensed Materials to payments relating Authorized Users and Walk‐in Users. 12.6 On termination of this Agreement for cause, as specified in clause 12.1.2, the Publisher shall forthwith refund the proportion of the Fee that represents the paid but un‐expired part of the term of this Agreement. 12.7 If a Member commits a willful, material or persistent breach of the terms of this Agreement and the Member fails to such SUBLICENSES remedy the breach within thirty (30) days notice from the Publisher to the Member and the Consortium, or the Member fails to commence and diligently pursue steps to remedy the breach within thirty (30) days notice from the Publisher to the Member and the Consortium, the Publisher may terminate the license and rights granted to the Member pursuant to this Agreement by giving notice of termination to the Member and such SUBLICENSES. 10.10 Termination the Consortium. Upon the giving of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as notice of termination; and (b) either party from obtaining a remedy , the Publisher may discontinue providing the Member access to the Licensed Materials for any breach the remainder of the provisions term of this Agreement. 12.8 The Publisher reserves the right to temporarily suspend any Member’s access to Licensed Materials for infringement of the Publisher’s intellectual property rights in the Licensed Materials or for a breach of the terms of this Agreement that threatens either the performance or security of the Server. Forthwith after suspending such access the Publisher shall issue a notice to the Member and the Consortium of the breach specifying the activity of the Member that caused the breach. The Publisher shall forthwith restore access to the Member upon receipt of notice that such activity has ceased and that the Member has made reasonable efforts to protect against recurrence of such activity. 12.9 In the event that the Publisher is in breach of its warranty set out in clause 7.4, the Consortium, at its option and on notice to the Publisher, may extend the term of this Agreement by one full calendar month for each such breach.

Term and Termination. 10.1 3.1 Subject to any other rights of termination under this paragraphClause 2.1, this Agreement commences when it has been signed and dated by both Parties, and shall have a term equal tocontinue until it is validly terminated in accordance with this Clause 3. 3.2 Either Party (in this Clause 3, the “Non-Defaulting Party”) may, without prejudice to any of its other rights arising hereunder, terminate this Agreement by notice with immediate effect to the other Party (the “Defaulting Party”) if: (aA) on the Defaulting Party commits a jurisdiction-by-jurisdiction basis, the term material breach of any of the INTELLECTUAL PROPERTY RIGHTS terms or conditions hereof (including, for the avoidance of doubt, any failure by XYZ to pay the amount of an invoice in full to Thames in accordance with Clause 11.7 or any failure by XYZ to provide connections data in accordance with Clause 11.14) and, if such breach is capable of remedy, it continues 30 days after notice in writing, specifying the breach and requiring the same to be remedied, has been given by the Non-Defaulting Party; (B) The Defaulting Party relies on the existence of a Force Majeure Event to excuse performance under this Agreement for more than 60 days; (C) The Defaulting Party ceases to be a sewerage undertaker appointed under the Act for any reason; (D) XYZ ceases to be xxx xxxxxxxxxx for the Site. (E) an order is made or a resolution is passed for the winding-up of the Defaulting Party except in the respective jurisdiction covering case of a voluntary winding-up for the LICENSED VARIETYpurposes of a scheme of reconstruction or amalgamation; (F) an administration order is made in respect of the Defaulting Party or a petition for such an order is presented, or the Defaulting Party otherwise “enters administration” (as that phrase is defined in paragraph 1 of Schedule B1 of the Insolvency Act 1986); (G) a receiver (which expression shall include an administrative receiver) is appointed in respect of the Defaulting Party or all or any of its assets; (H) the Defaulting Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Xxx 0000; (I) any voluntary arrangement is proposed under Section 1 of the Insolvency Xxx 0000 in respect of the Defaulting Party; or (bJ) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date anything analogous to any of the first sale of a LICENSED VARIETY events described in such sub-Clauses 3.2(D) to (H) occurs in any 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 3.3 The Parties 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 SUBLICENSEESmutual consent. 10.5 The parties may terminate this Agreement at any time by mutual3.4 Except where expressly stated to the contrary, 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 Parties under this Agreement shall cease immediately upon its termination. However, termination shall not prevent: (a) NOBLE from recovering affect any royalties due as rights, obligations or remedies which have accrued on or before the date of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 11.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term (the “Term”) equal toto the longer of: (a) on On a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY Licensed Variety; or (b) On a jurisdiction-by-jurisdiction basis, the term of any plant variety rights in such jurisdictionthe respective jurisdiction covering the Licensed Variety. 10.2 Each party 11.2 Subject to the procedural requirements of Paragraph 11.3, UGARF shall have the right to terminate this Agreement unilaterally by giving upon the occurrence of any one or more of the following events: (a) Failure of NOBLE to make full payment required under this Agreement when due; (b) Failure of NOBLE to render written notice reports as required under this Agreement when due; (c) Failure of termination NOBLE to the comply with Article VI of this Agreement; or (d) Failure of NOBLE to comply with any of its other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, obligations under this Agreement, and such party subsequently fails . 11.3 UGARF may exercise its right to cure such failure(s) within (a) terminate for cause by giving NOBLE thirty (30) days prior written notice of their election to terminate and the basis for failures to remit payment for amounts due under such election. Upon expiration of such notice period, this Agreement and (b) ninety (90) days shall automatically terminate unless NOBLE cures the state basis for all other obligations after receipt of written the termination within the 30-day notice from the non-breaching party specifying such failureperiod. 10.3 11.4 In the event this Agreement is terminated by UGARF, Noble shall destroy all production fields and all seed of Licensed Variety and notify UGARF of such action. 11.5 NOBLE will have the right to may terminate this Agreement unilaterally with thirty (30) days’ upon written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice termination if in the commercially reasonable opinion of CERES the NOBLE the markets for the LICENSED VARIETY change or do not develop as anticipated, Licensed Variety changes so as to render the production, promotion promotion, and sale of the LICENSED VARIETY Licensed Variety uneconomical or impractical or if CERES decides commercially impractical. 11.6 In the event this Agreement is terminated by NOBLE, NOBLE shall destroy all production fields of Licensed Variety seed and notify UGARF of such action. NOBLE may continue to cease substantially all activities sell Licensed Variety seed in SWITCHGRASSthe ordinary course of business for a period of one (1) year after the termination date; provided however, CERES 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 NOBLE shall terminate its promotion, marketing and sales notify UGARF of the LICENSED VARIETY, whether directly or through any SUBLICENSEESsame. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination 11.7 Upon 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 8reason, 10, 11, 13, 14, 15, 16all current Sublicensees shall remain in effect, and 17 will survive any UGARF shall replace NOBLE as licensor and shall have the right to enforce, and shall be subject to the obligations of, the then-existing terms of each such Sublicense. 11.8 The provisions of Articles VIII, IX and X and Paragraph 11.6 shall remain in full force and effect notwithstanding the termination of this Agreement. 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 11.9 Termination of this Agreement shall not prevent: : (a) NOBLE UGARF from recovering any royalties due as of terminationtermination (or thereafter, pursuant to Paragraph 11.6); and and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 9.1 This Agreement shall come into effect on the Commencement Date and shall expire, on a country by country basis, on the date of expiration of the last to any other rights expire BRCA2 Patent in that country or, if no BRCA2 Patent is granted in a given country, ten (10) years after the first commercial provision of termination under this paragraphBRCA2 Diagnostic Service or sale or disposal of BRCA2 Diagnostic Product. 9.2 If ONCORMED and all the permitted Sub-licensees no longer wish to undertake the provision of Diagnostic Services and/or the development, use or sale of Diagnostic Products, ONCORMED shall so notify CRCT in writing and this Agreement shall have a term equal to: terminate ninety (a90) on a jurisdiction-by-jurisdiction basis, the term Business Days from receipt of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionnotice. 10.2 Each party 9.3 Either CRCT and DUKE acting together on the one hand or ONCORMED on the other hand ("the Terminating Party") shall have the right to terminate this Agreement unilaterally by forthwith upon giving written notice of termination to ONCORMED on the one hand or CRCT and DUKE together on the other party if such hand, as the case may be, ("the Defaulting Party"), upon the occurrence of any of the following events at any time during this Agreement: 9.3.1 the Defaulting Party commits a material breach of this Agreement which in the case of a breach capable of remedy shall not have been remedied within forty (40) Business Days of the receipt by it of a notice identifying the breach and requiring its remedy; 9.3.2 the Defaulting Party for a period of longer than sixty (60) Business Days suspends payment of its debts or otherwise ceases or threatens to cease to carry on its business or becomes bankrupt or insolvent (including without limitation being deemed to be unable to pay its debts); 9.3.3 a proposal is made or a nominee or supervisor is appointed for a composition in satisfaction of the debts of the Defaulting Party or a scheme or arrangement of its affairs, or the Defaulting Party enters into any composition or arrangement for the benefit of its creditors, or proceedings are commenced in relation to the Defaulting Party under any law, regulation or procedure relating to the re-construction or re-adjustment of debts (including where a petition is filed or proceeding commenced seeking any reorganisation, arrangement, composition or re-adjustment under any applicable bankruptcy, insolvency, moratorium, reorganisation or other party fails to satisfy its material obligations, which shall include but are not limited similar law affecting creditor's rights or where the Defaulting Party consents to, making required reports or acquiesces in, the filing of such a petition); 17 9.3.4 the Defaulting Party takes, without the consent of the Terminating Party (such consent not to be unreasonably withheld), any action, or any legal proceedings are started or other steps taken by a third party, with a view to: (i) the winding up or dissolution of the Defaulting Party (other than for the reconstruction of a solvent company for any purpose, including the inclusion of any part of the share capital of the Defaulting Party in the Official List of the London Stock Exchange or in the list of the New York or American Stock Exchange or quotation of the same on the National Association of Securities Dealers Automated Quotation System or an application by the Defaulting Party for registration as a public company in accordance with the requirements of the Companies Act 1985); or (ii) the appointment of a liquidator, trustee, receiver, administrative receiver, receiver and making required paymentsmanager, interim receiver custodian, sequestrator or similar officer of the Defaulting Party against the Defaulting Party or a substantial part of the assets of the Defaulting Party, or anything analogous to any of the foregoing occurs under the laws of any country. 9.3.5 Notwithstanding the foregoing provisions of this AgreementClause 9.3, ONCORMED shall only be deemed to be a Defaulting party in relation to any of the events set for in Clauses 9.3.2, 9.3.3 and such party subsequently fails 9.3.4, if ONCORMED has failed to cure such failure(s) or terminate the event or arrangements within a period of sixty (a) thirty (3060) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying date of the first occurrence of such failureevent or arrangements. In any event the provisions of this Clause 9.3 shall not apply to ONCORMED in respect of any proceedings under Chapter 11 of the United States Bankruptcy Code made by or against ONCORMED which contemplate ONCORMED continuing its operations. 10.3 NOBLE will 9.4 CRCT and DUKE, acting together and not separately, shall, unless both have given their prior written approval, have the right to terminate this Agreement unilaterally with thirty forthwith should any third party, which falls within one or more of the categories set forth in (30***) days’ acquire Control of ONCORMED. The Parties agree that CRCT and DUKE may add further categories of third parties to Schedule 4 from time to time by providing written notice thereof to CERESONCORMED. However, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case only Schedule 4 as updated prior to the date on which the Board of dissolution or winding up Directors of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in ONCORMED approves the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides "controlling interest" to cease substantially all activities in SWITCHGRASS; provided howevera third party, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of considered when applying the provisions of this AgreementClause 9.4.

Term and Termination. 10.1 Subject This Agreement shall commence upon the Effective Date and shall continue in effect for the longer of five (5) years following the First Commercial Sale of Device(s) in the Field in the Territory or expiration of all patent coverage for Device(s) unless earlier terminated as provided below. 10.2 Notwithstanding the provisions of Section 10.1, if any party shall enter into liquidation either voluntary or compulsory (except for the purpose of amalgamation or reconstruction previously approved of in writing) or in any manner assign this Agreement or make any assignment for the benefit of creditors or cease or threaten to any other rights of termination under this paragraph, cease to carry on business or is unable to pay its debts as they fall due this Agreement shall have a term equal to:terminate immediately. (a) on To protect BTG's interests in the event Medi-Ject is acquired or enters into a jurisdiction-by-jurisdiction basisChapter 11 proceeding or other bankruptcy proceeding or into any liquidation, the term dissolution or winding up of the INTELLECTUAL PROPERTY RIGHTS affairs of the corporation either voluntary or compulsory, or in any manner assigns this Agreement or makes any assignment for the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY benefit of creditors or ceases or threatens to cease to carry on business or is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedunable to pay its debts as they fall due, Medi-Ject will within fifteen (15) years from the date days of the first sale Effective Date, place in escrow with an Independent Third Party designated by BTG, all Know How, information, licenses and tooling required to manufacture Device(s) and such escrowed items along with any inventory of a LICENSED VARIETY in such jurisdictionDevices shall be immediately transferred to BTG upon the occurrence of any of the aforesaid events, the licenses granted to BTG pursuant to Article 3 shall be deemed and shall become fully-paid, perpetual and irrevocable. 10.2 Each 10.3 Except as provided in Section 6.6, either party shall have may terminate upon the right to terminate breach of any material provision of this Agreement unilaterally by giving written notice of termination to if the other party if such other party fails to satisfy its material obligations, which shall include but are breach is not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) cured within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant thereof to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESbreaching party. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties Should, however, the other party remedy the default upon which said notice is based within the said ninety (90) day period, the notice shall be without effect and this Agreement shall continue in full force and effect. 10.4 In the event that this Agreement is terminated prior to the date of its expiration in the Territory, due to the fault of BTG, BTG shall promptly make an accounting to Medi-Ject of the inventory of all Devices which it and its agents and distributors have on hand in the Territory, if any, as of termination; and the date of such termination and said parties shall thereafter have the right for a period of six (b6) either party from obtaining a remedy for any breach months after the said termination to sell such inventory of the provisions of this AgreementDevices.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this This Agreement shall have a term equal tocommence on January 1, 1995, upon Xxxxx' retirement as an employee effective December 31, 1994, and shall continue in effect until the earlier of: (a) on a jurisdiction-by-jurisdiction basisDecember 31, 1996; (b) Xxxxx' death; (c) the term effective date of the INTELLECTUAL PROPERTY RIGHTS any written notice of termination from Xxxxx to ALLIED (which notice, in the respective jurisdiction covering the LICENSED VARIETYevent of any failure by ALLIED to perform any of its obligations hereunder, shall not prejudice any legal or equitable remedies available to Xxxxx); or (bd) 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 party shall have the right to terminate this Agreement unilaterally by giving any written notice of termination to the other party if such other party fails to satisfy its material obligations, from ALLIED 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 ALLIED may after consultation with NOBLE terminate this Agreement by written notice if provide 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 preventevent of: (ai) NOBLE from recovering Xxxxx' physical or mental disability if he is unable to perform the duties required by this Agreement (such determination to be in the sole discretion of the Board of Directors of AGI, Mutual, and ALFC) for a period of six (6) months or more (in the aggregate) in any royalties due as of termination; andtwelve (12) month period; (bii) either party from obtaining a remedy for any Xxxxx' breach of the provisions of Sections VII or VIII hereof followed by a failure or inability by Xxxxx to cure such breach in a timely manner; (iii) Xxxxx' personal dishonesty in the course of his duties, his breach of a fiduciary duty to ALLIED involving personal profit or conflict of interest, or his conviction of any crime; or (iv) Xxxxx' conduct is determined by the Board of Directors of AGI, Mutual, and ALFC to be inconsistent with the dignity and character of a representative of ALLIED, and it is determined by such Boards that Xxxxx' conduct has a material adverse effect on the business of ALLIED. If this AgreementAgreement has been not terminated in accordance with any of the aforementioned items (b) through (d) by December 15, 1996, this Agreement may be renewed on an annual basis by December 15th of each year (provided the Agreement has not been terminated in accordance with any of the aforementioned items (b) through (d)) upon the mutual agreement of Xxxxx and ALLIED.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this 15.1 This Agreement shall continue in full force and effect in each country of the Territory until the later of the final expiration of a patent covering the Compound or the Licensed Product in such country, or a period of ten (10) years following the first sale of Licensed Product by Neurocrine or its sublicensee in such country. 15.2 Upon expiration of this Agreement, with respect to each country of the Territory, Neurocrine shall be deemed to have a term equal to:full-paid, royalty-free license with the right to make or have made, use or sell the Compound and the Licensed Product as well as to freely utilize all data generated hereunder or received from DOV by Neurocrine, without further obligation to DOV, except for maintaining confidentiality as required by Article 6 of this Agreement. (a) on 15.3 In the event that a jurisdiction-by-jurisdiction basisparty hereto shall be presumed by the other to have breached any material condition herein contained, the term complaining party shall provide a written notice of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or such presumed breach, requesting rectification within a thirty (b30) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years day period from the date of receipt of such notice. The party presumed to be in breach of the first sale Agreement shall either submit a commercially reasonable plan for rectification within 15 (fifteen) days of a LICENSED VARIETY in receipt of notice (if the breach cannot be rectified within the thirty (30) day period), or take appropriate steps to remedy the breach within such jurisdictionperiod. If, within such thirty-day period, neither the aforesaid plan shall have been submitted, nor the breach cured, the party claiming breach shall be entitled to [***]written notice to the other party, [***]. 10.2 Each 15.4 This Agreement may be terminated immediately by either party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt becomes insolvent or has committed an act of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding bankruptcy or if any such proceeding an order or resolution is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or made for the winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which such other party. 15.5 In the event that this Agreement relates are acquired is terminated by a third party (whether by saleDOV prior to is full term pursuant to Article 15.3, acquisitionor Article 15.4, mergerherein, operation of law Neurocrine shall, as soon as reasonably possible, transfer, or otherwise))authorize the transfer of, [***] to DOV. Any such transfers or transfer authorizations shall be in writing and acceptable, in form, to DOV. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion 15.6 Article 6 and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES Section 16.9 shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreementagreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

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

Term and Termination. 10.1 Subject 16.1 This AGREEMENT shall commence on the EFFECTIVE DATE and, unless terminated earlier as provided herein, all obligations of LTC or its AFFILIATES to any other rights of termination under this paragraphsupply LTC PRODUCTS hereunder shall expire on December 31, this Agreement shall have a term equal to:2019. 16.2 In the event that (a) on a jurisdictionOI’s twelve-by-jurisdiction basis, the term month forecast provided under Section 4.4 does not reflect any anticipated purchases of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or an LTC PROUDCT or (b) in those jurisdictions in which no purchases of an LTC PRODUCT are made for a consecutive twelve (12)-month period, either Party may terminate this AGREEMENT with respect to such LTC PRODUCT upon sixty (60) days' prior written notification to the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedother Party according to paragraph 17.1 (notice requirements). 16.3 If either OI or LTC breaches any material condition of this AGREEMENT, fifteen the aggrieved Party may give written notice of the alleged breach to the other Party. The receiving Party shall have forty-five (1545) years days from the date of notice to cure (the first sale “CURE PERIOD”) the identified default or alleged breach. If the identified default or alleged breach is not cured during the CURE PERIOD, this AGREEMENT shall terminate on the expiration of the CURE PERIOD. A failure on the part of an AFFILIATE of a LICENSED VARIETY in Party to comply with the terms of this AGREEMENT shall constitute a breach of this AGREEMENT by such jurisdictionParty. 10.2 Each party shall have 16.4 If OI becomes insolvent or enters into liquidation (excepting liquidation of a solvent company for organizational purposes) or makes an assignment for the right to benefit of creditors, or if proceedings for voluntary bankruptcy are instituted on behalf of OI, or if OI is declared bankrupt or insolvent, LTC may, at its election, terminate this Agreement unilaterally AGREEMENT immediately by giving written notice of termination to OI. 16.5 Upon any expiration or termination of the other party if AGREEMENT, each Party shall promptly return to the providing Party, at its request, all CONFIDENTIAL INFORMATION of the providing Party, or verification by an authorized signatory of the receiving Party that all such other party fails to satisfy its material obligationsCONFIDENTIAL INFORMATION was destroyed. However, which shall include but are not limited toone (1) copy may be retained in the receiving Party's legal files for purposes of record keeping. 16.6 Articles 12 (confidentiality), making required reports and making required payments13 (warranties), under this Agreement14 (limitation of liabilities), 15 (indemnification), and such party subsequently fails to cure such failure(s) within 18 (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwisedispute resolution)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will paragraphs 16.5 (copy of CONFIDENTIAL INFORMATION), and this paragraph 16.6 shall survive any the expiration or termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy AGREEMENT for any breach of the provisions of this Agreementreasons.

Term and Termination. 10.1 Subject to any other rights A. The term of termination under this paragraph, this Agreement shall have a term equal to: commence upon the Effective Date and expire on the fifth (a5th) on a jurisdiction-by-jurisdiction basisanniversary of the Effective Date (the "Initial Term"), unless terminated earlier or extended in accordance with this Agreement. This Agreement (including, without limitation, the term license granted in Part II.1) xxxx automatically renew for successive twelve (12) month periods unless either party notifies the other in writing at least sixty (60) days prior to the end of the INTELLECTUAL PROPERTY RIGHTS in Initial Term or any then-applicable renewal period that it desires this Agreement to expire at the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date end of the first sale of a LICENSED VARIETY in such jurisdictionInitial Term or renewal period. The Initial Term and any renewal period(s) are collectively referred to herein as the "Term". 10.2 Each B. If either party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to believes that the other party if such other party fails has failed in any material respect to satisfy perform its material obligations, which shall include but are not limited to, making required reports and making required payments, obligations under this Agreement, then that party may provide written notice to the breaching party describing the alleged failure in reasonable detail. If the breaching party does not, within one hundred and eighty (180) calendar days after receiving such party subsequently fails written notice, either (i) cure the material failure or (ii) if the breach is not one that can reasonably be cured within one hundred and eighty (180) calendar days, develop a plan to cure the failure and diligently proceed according to the plan until the material failure has been cured, then the non-breaching party may terminate this Agreement for cause by providing written notice to the non-breaching party. Termination of this Agreement will be in addition to, and not in lieu of, other remedies available to the terminating party under this Agreement. C. HMI may terminate this Agreement by giving Licensee prior written notice and designating a date upon which such failure(stermination shall be effective if Licensee makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign, that is not dismissed within one hundred and twenty (120) within (a) days, or has wound up or liquidated, voluntarily or otherwise. D. Within thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement expiration or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement for any reason will not relieve either party reason: (i) Licensee shall cease all use of and, at HMI's election, return to HMI or destroy the original and all copies (including partial copies) of all software, documentation, all HMI Confidential Information, and any obligation other products or liability accrued materials licensed or otherwise provided to Licensee under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8(including, 10without limitation, 11, 13, 14, 15, 16, the HMI Materials) ("HMI Items"); (ii) all rights granted to Licensee in and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant HMI Items shall terminate. Licensee shall certify in writing to HMI that it has fully performed its obligations under this Agreement and such SUBLICENSESparagraph. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject (a) The term of the Agreement shall expire twenty-four (24) months following the Effective Date. The parties acknowledge that in order for the Creation Services to any other rights be included in the next annual Xxxxxxx River printed catalogue of termination under this paragraphservices (the “Xxxxxxx River Catalogue”), this Agreement shall have a term equal tomust be in full force and effect on October 1 of the preceding year and not due to expire during the next full calendar year. This Agreement may be renewed by the mutual agreement of the parties. (b) The Agreement may be terminated at any time by any party in the following ways: (ai) on a jurisdiction-by-jurisdiction basisby Xenogen, the term of the INTELLECTUAL PROPERTY RIGHTS XenogenBio or Xxxxxxx River, upon written notice effective immediately, in the respective jurisdiction covering the LICENSED VARIETYevent any of them acquires or is acquired by a competitor; or (bii) upon written notice in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen event (15a) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each that any party shall have dissolved, ceased active business operations or liquidated itself, or (b) of bankruptcy or insolvency proceedings, including any proceeding under Title 11 of the right to terminate this Agreement unilaterally United States Code, have been brought by giving written notice or against another party and remains undismissed or unwithdrawn for a period 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 days, or (c) an assignment has been made for failures to remit payment for amounts due under this Agreement and the benefit of another party’s creditors or a receiver of such party’s assets has been appointed (biii) ninety (90) days for all other obligations after receipt of written notice from the by a non-breaching defaulting party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with upon thirty (30) days’ written notice to CERESthe defaulting party (which notice shall specify the nature of the default), (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding party shall have failed in the full and timely observance or performance of any of its covenants or obligations under this Agreement, provided however that if the default is instituted against CERES cured within the thirty (30) day period, the notice shall be withdrawn and not dismissed within one hundred twenty of no effect. Notwithstanding anything contained herein to the contrary, upon the third occurrence of the same or similar default in a twelve (12012) daysmonth period, no thirty (30) or day cure period shall be available and the non-defaulting party may terminate the Agreement immediately upon written notice. (bc) in case In the event of dissolution or winding up of CERES (excluding any situation where termination by either party, Xenogen and XenogenBio shall remain responsible for all or substantially payments due and payable through the termination date, except as otherwise set forth herein.*** *** Confidential treatment requested Xxxxxxx River shall own all of CERES’ assets, stock or business marketing materials developed pursuant to which this Agreement relates are acquired by after the termination or expiration of this Agreement for any reason, although Xxxxxxx River shall no longer have a third party (whether by sale, acquisition, merger, operation license to use any of law Xenogen’s trademarks or otherwise))service marks in any manner. 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 (d) Termination 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 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 shall be without prejudice 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 provided in Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 21, all of which shall survive such termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES and any other rights 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) remedies provided at law or equity which either party from obtaining a remedy for any breach of may otherwise have against the provisions of this Agreementother.

Term and Termination. 10.1 13.1 Subject to any other rights of earlier termination under as provided in this paragraphSection 13, this Agreement shall have be for a term equal to: of Five (a5) 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 jurisdictionyears. 10.2 Each 13.2 Either party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such immediately upon the occurrence of the following: 13.2.1. The bankruptcy or insolvency of the other party, or the commencement of any proceedings by or against the other party fails seeking receivership, trusteeship, bankruptcy, reorganization, assignments for the benefit of creditors or similar proceedings. 13.2.2. Failure of the other party to satisfy its cure any material obligations, which breach (a failure by AngioDynamics to purchase the minimum requirements of each Product shall include but are not limited to, making required reports and making required payments, under be deemed a material breach for purposes of this Agreement, and such party subsequently fails to cure such failure(s) of this Agreement within 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 of such breach. In the non-breaching party specifying such failure. 10.3 NOBLE will event ANGIODYNAMICS purchases Sixty percent (60%) or less of its minimum requirement for any Product, ANGIODYNAMICS shall lose its exclusivity rights, if any, to that Product. Furthermore, in the event ANGIODYNAMICS purchases Forty percent (40%) or less of its minimum requirement for any product, MEDCOMP shall have the right to terminate this Agreement unilaterally with thirty (30) days’ right, upon written notice to CERESANGIODYNAMICS, (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 cancel this Agreement relates are acquired by a third party (whether by saleas to such Product and make any arrangements MEDCOMP believes is appropriate, acquisitionin its sole and absolute discretion, merger, operation of law to sell such Product through other individuals or otherwise))entities. 10.4 CERES may after consultation with NOBLE terminate this Agreement by 13.2.3. Upon the mutual written notice if in the commercially reasonable opinion consent 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 SUBLICENSEESboth parties. 10.5 The parties 13.3 ANGIODYNAMICS may terminate this Agreement at immediately, if MEDCOMP, for any time by mutualreason, written agreementis unable to supply Products that meet the product Specifications to ANGIODYNAMICS for a period of Ninety (90) days. 10.6 Termination 13.4 Upon termination of this Agreement Agreement, for any reason will other than ANGIODYNAMICS' failure to pay for the Products, MEDCOMP shall honor ANGIODYNAMICS' orders that were placed prior to the effective date of termination and ANGIODYNAMICS shall pay for such orders and make any other payments due to MEDCOMP pursuant to the terms of this Agreement. Notwithstanding that ANGIODYNAMICS' rights to purchase the product for distribution and sale have ceased, ANGIODYNAMICS shall be entitled to sell or otherwise dispose of the Products then remaining in its inventory. 13.5 Termination of the Agreement shall not relieve relieve, nor be construed as relieving either party of any obligation or liability accrued under to the other party arising out of, or in connection with, such party's breach of, or failure to perform, any covenant, agreement or duty contained in or pursuant to this Agreement before termination or rescind any payments made or due before terminationAgreement. It is expressly agreed that Paragraphs 87 and 9 shall survive until all products are sold from inventory by ANGIODYNAMICS, 10paragraph 15 shall survive in accordance with the terms of that paragraph, 11, 13, and paragraphs 14, 15, 16, 16 and 17 will 18 hereof shall survive any the termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and 13.6 If all BREEDER SEED in its possession and promptly upon harvesting, any of minimums are met per this Agreement the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination terms of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereofcontract will be extended for an additional five-year term. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 3.1 The term shall be the initial committed term indicated in the Order Form (the “Initial Term”) and all renewals (collectively referred to any other rights of termination under this paragraphherein as the “Term”). Each Order Form will automatically renew for the same Initial Term duration or one (1) year periods, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basiswhichever is longer, unless either party terminates the term applicable Order Form effective as of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date end of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally then-current term by giving written notice of termination to notifying the other party if such in writing in accordance with Section 14 at least sixty (60) days prior to the end of the then-current term. If no renewal pricing is set forth on an Order Form, Dalet’s standard pricing at the time of renewal shall apply. 3.2 Upon the termination of this Agreement or an Order Form for any reason including expiration, Company shall immediately: (i) discontinue all use of the Services (other party fails than Dalet-branded Hardware), (ii) delete any and all copies, instances or accesses to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreementthe Services (other than Dalet-branded Hardware), and such party subsequently fails to cure such failure(s(iii) within (a) 30 days of such termination for non-payment of any undisputed fees, submit to Dalet certificate of destruction of the Licensed Software from a third party designated by Dalet; and Dalet will not be obligated to provide Company with any further Services. 3.3 Either party may terminate an Order Form and/or the Agreement if the other materially breaches a term or condition of the Agreement and such breach has not been cured within thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from pursuant to Section 15, provided however that all undisputed Fees that were incurred prior to the non-breaching party specifying such failure. 10.3 NOBLE will have date of termination other than those relating to the right to terminate this Agreement unilaterally with material breach by Dalet shall be due and payable within thirty (30) days’ written notice days of Company’s receipt of a final invoice, and provided further that nothing herein shall be deemed a waiver of any claims that either party may have against the other party. Either party’s right to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement suspend or comparable proceeding or if any such proceeding is instituted against CERES (and terminate Services as set forth in this Section shall not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in absolve the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either other party of any obligation payment or liability accrued under this Agreement before indemnification obligations described herein or diminish any other right or remedy available. All terms and conditions set forth herein that should by their nature survive termination (including without limitation all provisions relating to payment, intellectual property, ownership, confidentiality and indemnification) in order to be given full effect shall continue in full force and effect after any expiration or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this the Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject 17.1 This Agreement enters into force on the Effective Date, and unless earlier terminated in accordance with this Article 17, shall be valid for an initial term of five (5) years and shall thereafter be automatically extended for successive renewal terms of one (1) year (the initial term and any renewal term(s), collectively referred to any other rights as the “Term”), unless written notice of termination under this paragraph, a Party’s intent not to renew is given by such Party at least twelve (12) months prior to the end of the then-current Term. 17.2 The Client may terminate this Agreement shall have a term equal to: (ai) on a jurisdiction-by-jurisdiction basisat any time with or without cause upon four (4) months’ prior written notice to JMPS; (ii) upon written notice to JMPS if Client reasonably believes, in its sole discretion, such termination is necessary due to its evaluation and determination of serious adverse effects, or other imminent and unreasonable risks, to humans in connection with the term Finished Product and Client decides no longer to pursue or continue manufacture and sale of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETYFinished Product; or or (biii) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years upon written notice to JMPS if Client receives notice of any adverse action from the date Authority which has resulted, or could reasonably be expected to result, in a failure to receive regulatory approval with respect to the Finished Product and Client decides no longer to pursue or continue manufacture and sale of the first sale of a LICENSED VARIETY in such jurisdictionFinished Product. 10.2 17.3 Each party Party shall have the right right, to the extent allowed by law, without prejudice to its other rights or remedies, to terminate this Agreement unilaterally immediately by giving written notice of termination to the other party Party, if such the other party fails to satisfy Party (i) by voluntary or involuntary action goes into liquidation or receivership, or dissolves or files a petition for bankruptcy or reorganisation of for suspension of payments or is adjudicated a bankrupt, becomes insolvent or assigns or makes any composition of its assets for the benefit of creditors; or (ii) is in 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 or persistent breach of any of its obligations under this Agreement and (b) ninety (90) either such breach is not capable of remedy, or if the breach is capable of remedy the defaulting Party shall have failed to remedy the breach or take commercially reasonable efforts to cure such breach within [***] calendar days for all other obligations after receipt of receiving written notice from requiring it to remedy that breach; or (iii) in the non-breaching party specifying such failurecase of JMPS, is taken over by or merges with a company which is a competitor of Client with respect to the Intermediate Material or Finished Product. 10.3 NOBLE will have 17.4 In 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 event 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 neither JMPS nor the Client will have any further obligations under this Agreement, or AFFILIATED COMPANIES to third parties shall be affected by such terminationin the case of termination or expiration of a Binding Purchase Order, and all such sublicenses shall remain in effect according to their termsunder that Binding Purchase Order, 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: except that: (a) NOBLE from recovering any royalties due JMPS shall terminate all services in progress in an orderly manner as of terminationsoon as practical and in accordance with a schedule agreed to by Client; and (b) either party from obtaining a remedy Client agrees to compensate JMPS for any breach monies due and owing to JMPS, up to the effective termination date, for (i) work actually and satisfactorily performed under this Agreement; (ii) all reasonable, out-of-pocket, pre-approved, non-refundable costs and commitments actually incurred by JMPS, supported by written receipts (including costs for purchased unused raw materials, including, but not limited to, the Raw Materials, which cannot be returned or sold back to the supplier or cannot be used for another client or third party and for disposal costs of raw materials and intermediates; provided such disposal has been authorized in writing in advance by the Client) and (iii) the Kilo Lab Cancellation Fee, if any, as defined in Schedule 7; (c) JMPS will promptly refund any monies paid in advance by the Client for services not rendered and costs not incurred; (d) JMPS shall promptly transfer and deliver to Client the Deliverables (including partially completed Deliverables, in the form of development at the time of termination) and all know-how, standard operating procedures and other information necessary or useful in connection with the use or Manufacture of the provisions Intermediate Material; (e) each Receiving Party will promptly return to the Providing Party all of the Providing Party’s Confidential Information in accordance with Section 14.5; and (f) the terms and conditions under Articles 1, 12-14, 18 and 20 and Sections 8.1 (with respect to payment for minimum annual purchase requirements), 11.3, 17.4 and 17.5 will survive any such termination or expiration. 17.5 For the avoidance of doubt, the Parties acknowledge and agree that, in the event of an early termination of this Agreement.: 17.5.1 by Client under Section 17.3, then, other than Client’s payment obligations under Section 17.4(b)(i) and (b)(ii) above (including, for the avoidance of doubt, payments for works-in-process), Client shall have no further payment obligations to JMPS (including, but not limited to, the Kilo Lab Cancellation Fee); or

Term and Termination. 10.1 Subject 8.1 This Addendum will come into force with effect on and from the Start Date of the Pro-supplier Order Form and shall continue in force until terminated by either party in accordance with its terms. 8.2 Either party may terminate this Addendum upon ninety (90) days prior written notice to any the other rights of termination under party. 8.3 REKKI or Two may terminate this paragraph, this Agreement shall have a term equal toAddendum (in whole or in part) immediately on notice to the Pro-supplier in the event that: (a) on The Pro-supplier is in material breach (being a jurisdictionsingle breach or a series of persistent breaches) of this Addendum which, if capable of remedy, has not been remedied within thirty (30) days of notice to the Pro-by-jurisdiction basis, supplier identifying the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETYbreach; or (b) in those jurisdictions in which The Pro-supplier suffers, or REKKI or Two reasonably considers that the LICENSED VARIETY Pro-supplier is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedlikely to suffer, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdictionDefault Event. 10.2 Each party shall have the right to 8.4 Two may terminate this Agreement unilaterally Addendum by giving 30 days’ prior written notice of termination to the other party if such other party fails to satisfy its material obligationsparties 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) 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 Two’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 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 preventopinion: (a) NOBLE from recovering any royalties due as claim(s) brought against REKKI for which Two would be liable to defend and indemnify REKKI under Clause 7.1 of terminationthe Two Marketplace Services Agreement for the infringement of any third party Intellectual Property Rights may be likely to be successful; and (b) either party from obtaining a remedy for any breach despite its reasonable efforts to procure, supply or modify the affected parts of the provisions Two Service in order for Two to supply a non-infringing version it would not be practicable to do so. 8.5 Upon termination of this AgreementAddendum, for whatever reason: (a) the Pro-supplier’s access to the Two Services will be discontinued; (b) REKKI shall have the right to set-off any amounts due and payable to REKKI by the Pro-supplier against any amounts due and payable to the Pro-supplier by XXXXX, until the amounts due and payable to REKKI have been paid in full; (c) each party shall, at the other party’s request, either return or destroy any Confidential Information of the other party in its possession and at its expense (for these purposes, Two’s or REKKI’s Confidential Information shall include, without limitation, any other information relating to the Two Services). 8.6 Any provision of this Addendum which expressly or by implication is intended to survive, shall survive the termination or expiry of this Addendum.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the The initial term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or Agreement shall be two (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (152) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each Effective Date. The Agreement shall renew for up to three (3) additional one-year terms unless either party shall have the right to terminate this Agreement unilaterally by giving provides written notice of termination at least sixty (60) days prior to the end of the then-current term, without prejudice to TRX’s obligations pursuant to Section 10.4 below. The parties agree to review User’s transaction volume, market forces and other relevant factors to mutually agree upon pricing for each renewal term at least ninety (90) days prior to the end of the then-current term. In the event the parties are unable to agree, either party may terminate the Agreement effective nine (9) months after the end of the then-current term by providing the other with written notice at least sixty (60) days prior to the end of the then-current term. 10.2 Either party may terminate this Agreement and rights granted herein if the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under breaches any of the provisions of this Agreement, and such party subsequently which if capable of remedy fails to cure remedy such failure(s) breach within (a) thirty (30) days for failures to remit payment for amounts due under after receiving written notice setting out the breach. TRX may terminate this Agreement and for nonpayment of any undisputed invoice upon thirty (b) ninety (9030) days for all other obligations after receipt of prior written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right notice. User shall be entitled to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if immediately in the commercially reasonable opinion of CERES event TRX fails to provide the markets Services in accordance with, or meet the service targets set out in, Schedule D, for the LICENSED VARIETY change * consecutive months or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities any * months in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before terminationa rolling twelve (12) month calendar period. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect constitute either party’s exclusive remedy for breach or non-performance by the rights other party, and obligations of the parties accrued prior each party shall be entitled to termination hereofseek all other available remedies, both legal and equitable, including injunctive relief. 10.9 10.3 Should either party (1) admit in writing its inability to pay its debts generally as they become due; (2) make a general assignment for the benefit of creditors; (3) institute proceedings to be adjudicated a voluntary bankrupt; (4) consent to the filing of a petition of bankruptcy against it; (5) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (6) seek reorganization under any bankruptcy act; (7) consent to the filing of a petition seeking such reorganization; or (8) have a decree entered against it by a court of competent jurisdiction appointing a receiver, administrator, administrative receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party’s property or providing for the liquidation of such party’s property or business affairs, or any similar or analogous event occurring under the laws of any jurisdiction; then, in any such event, the other party, at its option and without prior notice, may terminate this Agreement effective immediately. 10.4 Upon termination or expiry of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such terminationfor any reason (including where the Agreement is terminated for User breach), and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE TRX shall continue to provide the Services (in accordance with the same pricing levels as set out in Schedule B) for a minimum period of * months, or until such time as the User provides written notice to TRX of its desire to no longer utilize the Services (the “Run-Off Period”). Any changes in the provision of Services requested by the User during the Run-Off Period will require the execution of a work order containing mutually agreed upon specifications and any associated fees. In the event of termination of this Agreement being for User breach, TRX shall be entitled to impose reasonable pre-conditions during any Run-Off period, including, but not limited to, requiring that the User (i) remedy the terminating breach; (ii) pay all undisputed invoices and outstanding fees due to TRX; and (iii) in the event User’s breach was due to non-payment, requiring monthly prepayment of accurately forecasted fees (based upon the average of the fees incurred by User during the previous twelve (12) months but taking into account the User’s anticipated volume decrease in its use of the Services) to be incurred by User during the Run-Off Period. On calculation of each monthly pre-payment the User shall be entitled to be credited (or refunded if appropriate) any excess of fees paid for a previous month of the Run-Off Period. After the expiry of the Run-Off Period, TRX shall refund any excess payments relating paid in respect of the Run-Off Period to the User within 30 days from the date the User ceases to use the Services. TRX shall have the right to immediately terminate provision of the Services during the Run-Off Period for User’s failure to prepay for such SUBLICENSES pursuant Services. Upon expiry of any Run-Off Period, the User shall immediately cease all use of the Services, return all related documentation, including any documentation made available by User to its customers and TRX shall promptly return and deliver all Customer Data to the User in a mutually agreed electronic format and ensure its erasure from its systems in its entirety. 10.5 Save as set out in clause 10.4 above, upon termination of this Agreement and such SUBLICENSESfor any reason, TRX’s obligation to provide the Services hereunder will immediately cease. 10.10 Termination 10.6 Confidential Treatment Requested 10.7 Where the context or wording of a section indicates, the terms of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of survive its termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement, including, without limitation, Sections 4, 7, 8, 9, 10, 11, 12, 13, 14 and 15 hereof.

Term and Termination. 10.1 Subject 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 The license conferred to any other rights Licensee by this License Agreement is perpetual unless terminated in accordance with this Section. Licensor may terminate this License Agreement immediately on written notice to Licensee if: (i) Licensee breaches this License Agreement and (if such breach is curable) fails to cure such breach within ninety (90) days of termination under this paragraphbeing notified in writing to do so; provided, this Agreement however, the parties agree that such ninety (90) day period shall have a term equal to: be extended by an additional period of not less than thirty (30) days if Licensee is taking bona fide action to cure the breach at the end of such ninety (90) day period; (ii) Licensee (a) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETYbecomes insolvent or admits its inability to pay its debts generally as they become due; or (b) in those jurisdictions in becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) business days or is not dismissed or vacated within forty-five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedbenefit of creditors; or (v) has a receiver, fifteen (15) years from trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. Upon the date termination of the first sale this Agreement, Licensee shall cease all uses of a LICENSED VARIETY in such jurisdiction. 10.2 Each party Said Marks; provided, however, that Licensee shall have the right to terminate this Agreement unilaterally by giving written notice dispose of all stocks of goods packaged, marked or otherwise branded with Said Marks in its possession and in the course of manufacture or production as of the date 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 a period 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) days after the date of termination (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 such longer period as 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 mutualagree, written agreement. 10.6 Termination acting reasonably and in good faith, taking into account the quantity of this Agreement for any reason will not relieve either party such stocks of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8goods), 10, 11, 13, 14, 15, 16, in accordance with the terms and 17 will survive any termination conditions 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 11.1 The term (“Term”) of termination under this paragraph, this Agreement License Grant shall have a term equal to: commence on the Effective Date and shall continue for the longer of either: (a) on a jurisdiction-by-jurisdiction basis, the term expiry of the INTELLECTUAL PROPERTY RIGHTS last Valid Claim for Product in the respective jurisdiction covering the LICENSED VARIETY; or Territory or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from years; and will be renewable at Xxxxxx’x option for additional two (2) year periods upon ninety (90) days written notification to Stellar, unless earlier terminated pursuant to Sections 11.2, 11.3 or 11.4. 11.2 Either party shall be entitled at any time, by written notice to the other, to terminate this License Agreement if the other party commits or permits a material breach or default of any of the provisions of this License Agreement and fails to remedy or cure such breach or default within sixty (60) days after receipt of written notice by the non-breaching party. Notwithstanding the foregoing, in respect of a default in timely payment of any amount payable pursuant to this License Agreement, the non-defaulting Party shall be entitled at any time to terminate this License Agreement if such default has not been remedied within thirty (30) days of the date such payment was due. In either of the first sale forgoing circumstances the relevant cure period shall be suspended during any time that a Party seeks resolution of a LICENSED VARIETY in such jurisdictiondispute as to an alleged breach pursuant to Section 25 of this License Agreement. 10.2 Each 11.3 Either party shall be entitled at any time, by written notice to the other, to terminate this License Agreement immediately, upon written notice to the other, if (i) the other party makes an assignment for the benefit of its creditors; (ii) the other party is adjudicated bankrupt or becomes voluntarily or involuntarily subject to any proceedings for the benefit of its creditors, or (iii) a receiver of the property of the other party is appointed or if any judgment or execution against it or its property remains unsatisfied for such period which would permit its property or any substantial part thereof to be sold. 11.4 Either Party shall have the right to terminate this the License Agreement unilaterally by giving with respect to any Product in the Territory upon sixty (60) days prior written notice of termination to the other party if should both Parties reasonably agree in writing that such other party fails to satisfy its material obligationsProduct is no longer commercially viable in the Territory. In such event, which shall include but are not limited to, making required reports this License Agreement will remain in full force and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days effect 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 failureany remaining Product. 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 11.5 Upon termination of this AgreementLicense Agreement the following shall apply: a) Xxxxxx shall immediately cease (i) marketing and selling the Products in the Territory, no existing SUBLICENSES granted by CERES (ii) the use of the Methods and Technical Know-How and the Proprietary Marks (including any colourable imitations thereof) and any other designations or AFFILIATED COMPANIES marks associating Xxxxxx with Stellar or the Products, (iii) displaying and using all signs, stationery, letterheads, packaging, forms, marks, manuals, bulletins, instruction sheets, printed matter, advertising and other physical objects used Xxxxxx License December 06 from time to third parties shall be affected by such termination, time in connection with the Products or containing or bearing the Proprietary Marks 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:thereafter operate or do business under any name or in any manner that might tend to give the general public the impression that it is associated with Stellar or the Products; (ab) NOBLE from recovering any royalties due as of terminationXxxxxx shall have no further rights to sub-licence, market or sell, directly or indirectly, the Products; and (bc) Xxxxxx shall either party from obtaining a remedy destroy any unsold Products or return them to Stellar, as Stellar may direct, and will be compensated at the price paid previously by Xxxxxx to Stellar for any breach such products or, if permitted by Stellar, Xxxxxx may sell all Products held in inventory or in the process of production at the provisions time of such expiration or termination, provided that Xxxxxx shall pay to Stellar all amounts which would have been required to be paid under this AgreementLicense Agreement through the date of final sale of all Products.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) This Agreement shall commence on a jurisdiction[***] and shall terminate on December 31, 2005; provided, however, that this Agreement automatically shall be renewed for an additional period of [***], unless notice of non-by-jurisdiction basis, renewal is given by one party to the term of other by not later than [***] (the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or“Extended Term”). (b) This Agreement may be terminated by a party, in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen event the other party materially breaches its obligations hereunder and should fail to remedy such material breach within thirty (1530) years from the date calendar days after receiving written notice of the first sale of a LICENSED VARIETY in such jurisdictionmaterial breach. 10.2 Each (c) The rights and duties of each party under Sections 3(d), 3(f), 4(k), 6(c), 7, 8, 9, 10, 14, 15, 19, 24 and 25 of this Agreement and Biosite’s obligations under the Continuing Guaranty as referred to in Section 10(a) hereof and attached hereto as Schedule A, shall survive termination of this Agreement and be enforceable in accordance with their terms. Upon any * Confidential Treatment Requested termination of this Agreement, the parties shall mutually agree upon a message (the “Message”) to be conveyed to all third parties concerning such termination of this Agreement and neither party shall make any statement (oral or written) relating to the parties’ relationship under this Agreement or pertaining to the termination of this Agreement inconsistent with such mutually agreed Message, except as otherwise required by law, regulation or court order (provided that the party making such statement shall give the other party reasonable notice of any such required statement and shall give the other party an opportunity to object to any such statement or to request confidential treatment therefore) or as necessary to enforce its rights under this Agreement. Additionally, FHC shall not make any statement regarding any Product after the termination of this Agreement that is not expressly permitted in the Message. Notwithstanding the preceding provisions of this Section 6(c), FHC shall at all times after termination or expiration have the right to terminate create marketing materials that describe the attributes of the Products versus the attributes of third party products (provided that such information regarding the Products shall be based solely on publicly available information regarding the Products and not based on information obtained by FHC, or based on the parties’ relationship, under this Agreement unilaterally by giving or any prior written agreement between the parties). (d) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONTINGENT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF THE OTHER PARTY, OR ANY LOSS OF PROFITS OR REVENUE OF THE OTHER PARTY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY OR OTHERWISE. (e) Subject to the following sentence, in no event shall either party, directly or indirectly, initiate or prosecute, or assist or induce any third party to initiate or prosecute (other than as required under court order or legal process such as a subpoena), any claim, demand, suit, action, cause of action or other adversary proceeding relating to or arising out of this Agreement or the subject matter of this Agreement, other than a claim, demand, suit, action, cause of action or other adversary proceeding to the extent alleging (1) a material breach of express contract under this Agreement (provided that if the alleged material breach is curable, (i) the non-breaching party has given written notice of termination such material breach and the breaching party has failed to the other party if remedy such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) breach within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (bii) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying during such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice day cure period, at the request of the party allegedly in breach, the parties shall meet and confer in good faith to CERESdiscuss the grounds of the alleged breach), (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b2) defamation through a statement made with “knowledge that it was false or with reckless disregard of whether it was false or not” by one party of the other. Nothing in case this Section 6(e) shall in any way limit any claim, demand, suit, action, cause of dissolution action or winding up other proceeding (i) that a party (“Asserting Party”) may have against the other party to the extent relating to or arising as a result of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by saleclaim, acquisitiondemand, mergersuit, operation action, cause of law action or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by other proceeding against the Asserting Party, provided that the Asserting Party can provide written notice if in the commercially reasonable opinion evidence of CERES the markets for the LICENSED VARIETY change such claim, demand, suit, action, cause of action or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected proceeding by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments third party or (ii) that a party may have against a third party relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESa Product. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph3.1 Unless terminated earlier as provided herein, this Agreement shall have continue in full force and effect for an initial period of ten (10) years from its Effective Date and shall be renewed for one (1) year periods thereafter by tacit renewal unless terminated by either Party by a prior written notice sent to the other three (3) months before the expiration of the initial term equal toor renewal period (“Term”). 3.2 LICENSOR may elect to terminate this Agreement upon sixty (60) days prior written notice to LICENSEE if: (a) on 3.2.1 LICENSEE becomes bankrupt, insolvent, or its business is placed in the hands of a jurisdiction-by-jurisdiction basisreceiver, assignee, or trustee in bankruptcy; 3.2.2 LICENSEE files for dissolution of its corporate structure; 3.2.3 LICENSEE challenges the term validity or enforceability of any of the INTELLECTUAL PROPERTY RIGHTS Patents; 3.2.4 LICENSEE fails to establish manufacturing lines to produce Product in South Korea within twenty-four (24) months of the respective jurisdiction covering the LICENSED VARIETYEffective Date; or 3.2.5 LICENSEE fails to maintain capacity to meet demand for the Product. 3.3 LICENSEE may elect to terminate this Agreement upon sixty (b60) days prior written notice to LICENSOR if: 3.3.1 LICENSOR becomes bankrupt, insolvent, or its business is placed in those jurisdictions the hands of a receiver, assignee, or trustee in which bankruptcy; or 3.3.2 LICENSOR files for dissolution of its corporate structure. 3.4 In the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date event of an alleged material breach by either Party of any of the first sale terms of this Agreement, the Party suffering such breach shall give notice to the other, in writing, thereof, specifying the type and circumstances pertaining to such breach in form sufficient to enable opportunity for correction thereof by the Party allegedly in breach. If such breach shall not have been remedied during a LICENSED VARIETY in thirty (30) day period immediately following the receipt of such jurisdiction. 10.2 Each party notice, the Party giving such notice shall have the right to notify the other in writing of its decision to terminate this Agreement unilaterally by giving written notice of termination to Agreement. In the other party if event that the breach is remedied within 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 day period, this Agreement shall continue in full force and (b) ninety (90) days for all other obligations after receipt affect the same as if no notice had been given. Waiver by any Party of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the its right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under because of any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement one breach shall not constitute a waiver of any subsequent breach of the same 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 a different nature. No termination 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 expiration or otherwise shall relieve or release any Party from any of CERES the markets for the LICENSED VARIETY change its obligations hereunder with respect to obligations due 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 SUBLICENSEESacts committed under this Agreement. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination 3.5 Immediately upon expiration or termination of this Agreement for any reason will reason: 3.5.1 LICENSEE shall cease all use of or practice of the Technology and Patents and LICENSOR may purchase from LICENSEE any Product manufactured prior to such expiration or termination. If LICENSOR does not relieve either party purchase such Product, LICENSEE may sell such Product to Customers in South Korea at the prevailing market price, until Licensee sells all of such Product. 3.5.2 LICENSEE shall pay to LICENSOR the unpaid balance of any obligation Royalty Fees, which shall be due through the expiration or liability accrued under termination date and including any Royalty Fees due to sales pursuant to Section 3.5.1, in accordance with the provisions of Article 7. 3.5.3 The Parties will return to the other Party or destroy all Confidential Information received from such Party pursuant to this Agreement before termination Agreement, including all copies or rescind summaries of such Confidential Information; provided, that the receiving Party may retain a reasonable number of copies of such Confidential Information for archival purposes and for the purposes of satisfying any payments made applicable legal or due before termination. Paragraphs 8regulatory record retention requirements. 3.6 The provisions of Sections 3.5, 105.2, 5.4 and Articles 7, 11, 13, 14, 15, 16, 12 and 17 will 13 shall survive any expiration or termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basisThis Agreement is effective as of the Effective Date and the Parties may enter into Orders in connection with this Agreement until the date that is earliest to occur of the following (such period being, the term “Term”): (i) the fourth (4th) 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 obtainedEffective Date, fifteen (15) years from unless, by 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 that is 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) later than ninety (90) days before such fourth (4th) anniversary, IR shall have delivered to Xxxxxxxxx a written notice (which may be delivered or not delivered by IR in its sole discretion) that the Term Expiration Date shall be extended until the date that is the eighth (8th) anniversary of the Effective Date (such fourth (4th) or eighth (8th) anniversary date, the “Term Expiration Date”); (ii) early termination of the Term by mutual written agreement of both Parties; (iii) termination of the Term by either Party by notice in writing to the other Party if there have been no Orders executed for all six (6) consecutive months; (iv) termination of the Term by a party by notice in writing to the other Party (in such case, a “Defaulting Party”) if any of the following events (each, a “Default”) occurs and is continuing: (A) the Defaulting Party breaches any of its material obligations after under any Order or otherwise this Agreement and fails to cure such breach within five (5) Business Days following receipt of written notice from of such breach; or (B) any written representation or warranty made by the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally Defaulting Party in connection with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement an Order 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 otherwise this Agreement shall not affect have been false or misleading in any material respect when made or repeated and 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 conditions causing such representation 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 warranty to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESfalse or misleading are not corrected within five (5) Business Days following receipt by the Defaulting Party of written notice thereof. 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 Upon the expiration or earlier termination of the Term, the Parties’ respective obligations hereunder shall immediately terminate, except that (i) the Parties’ respective obligations under Section 2 (Orders), Section 3 (Services; Service Standards), Section 4 (Payments; Deposits), Section 5 (Invoices) and Section 6 (Disputed Invoices) in respect of Services delivered prior to the time of such expiration or earlier termination shall survive until fully performed, (ii) except as otherwise expressly agreed in writing by each Party (each in its sole discretion), any Order executed and outstanding as of the time of such expiration or earlier termination shall remain effective, and the Parties’ obligations thereunder shall survive until fully performed in accordance therewith, (iii) such expiration or earlier termination shall not relieve a remedy for Party of any breach of this Agreement or any Order that occurred prior to such expiration or earlier termination, and (iv) Section 1 (Agreement Structure), this Section 9 (Term and Termination), Section 10 (Indemnification), Section 11 (Confidentiality) and Section 12 (Miscellaneous) shall survive. (c) Notwithstanding Section 9(b) above, if IR is the provisions Defaulting Party and a Default under Section 9(a)(iv)(A) above has occurred and is continuing as set forth therein, Xxxxxxxxx may suspend the delivery of this AgreementServices under any outstanding Order.

Term and Termination. 10.1 Subject The compliance services to any other rights of termination be rendered by BISYS under this paragraph, this Agreement (the “Compliance Services”) 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 commence upon 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 and shall continue in effect for eighteen months from the effective date of termination this Agreement (the “Term”) unless earlier terminated pursuant 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 terms of this Agreement. During such Term, and such party subsequently fails to cure such failure(s) within (a) the Compliance Services may be terminated upon thirty (30) days notice for failures to remit payment “cause,” as defined below. Following the Term, the Compliance Services may be terminated by either party for amounts due under this Agreement and (b) “cause,” as provided above, or by providing the other party with ninety (90) days for all other obligations after receipt of written notice of termination. For purposes of this Agreement, “cause” shall mean (a) a material breach of this Agreement that has not been remedied for forty-five (45) days following written notice of such breach from the non-breaching party; (b) a final, unappealable judicial, regulatory or administrative ruling or order in which the party specifying such failure. 10.3 NOBLE will have to be terminated has been found guilty of criminal or unethical behavior in the right conduct of its business; or (c) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of a voluntary, or failure to promptly and diligently contest and involuntary, case under Title 11 of the United States Code as from time to time in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors. BISYS shall not terminate this Agreement unilaterally with thirty (30) days’ written notice pursuant to CERES, clause (a) above based solely upon the Trust’s failure to pay an amount to BISYS which is the subject of a good faith dispute, if CERES seeks protection (i) the Trust is attempting in good faith to resolve such dispute with as much expediency as possible under any bankruptcythe circumstances, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES and (ii) the Trust continues to perform its obligations hereunder in all other material respects (including paying all fees and expenses 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 subject to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)reasonable dispute hereunder). 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 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 18.1 The term of termination under this paragraph, this Agreement shall have begin as of the Effective Date (as defined in Article 21.2) and shall continue in force and effect for an indefinite term thereafter, until the Company shall be dissolved or otherwise cease to exist as a term equal toseparate entity, or until this Agreement is sooner terminated pursuant to the provisions of this Article 18. 18.2 This Agreement is terminable by any party upon written notice to the other parties: (a) on if another party shall be or become incapable for a jurisdiction-by-jurisdiction basis, the term period of the INTELLECTUAL PROPERTY RIGHTS ninety (90) consecutive days of performing any of its obligations under this Agreement because of force majeure as defined in the respective jurisdiction covering the LICENSED VARIETYArticle 22; or (b) if another party or its creditors or any other eligible party shall file for such party's liquidation, bankruptcy, reorganization, compulsory composition, or dissolution, or if the party is unable to pay any debts as they become due, has explicitly or implicitly suspended payment of any debts as they become due (except debts contested in those jurisdictions in which good faith) or if the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedcreditors or the party have taken over its management, fifteen (15) years from or if the date relevant financial institutions have suspended the party's clearing house privileges, or if any material or significant part of the first sale party's undertaking, property or assets shall be intervened in, expropriated, or totally or partially confiscated by action of a LICENSED VARIETY in such jurisdictionany government. 10.2 Each party shall have the right to terminate this 18.3 This Agreement unilaterally is terminable by giving Yahoo 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 parties: (a) upon Softbank Korea's material breach of the Services Agreement that remains uncured 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 following Softbank Korea's receipt of written notice thereof from the non-breaching party specifying such failure.Yahoo; 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) upon a merger or consolidation of Softbank Korea in case which its shareholders do not retain a majority of dissolution the voting power in the surviving corporation, or winding up a sale of CERES (excluding any situation where all or substantially all of CERES’ Softbank Korea's assets; (c) at any time after calendar year 1999, stock upon the Company's failure to achieve at least eighty percent (80%) of the revenue target mutually agreed to by Yahoo and Softbank Korea as set forth in the Operating Plan for three (3) out of any four (4) consecutive calendar quarters, as reflected in the Company's financial statements prepared in accordance with Article 13; (d) at any time in the event that cumulative losses of the Company for any calendar year commencing on January 1, 2000 and thereafter, equal or business exceed 120% of the cumulative yearly losses mutually agreed to which this Agreement relates are acquired by a third party Yahoo and Softbank Korea as set forth in the Operating Plan, as reflected in the Company's financial statements prepared in accordance with Article 13; (whether by sale, acquisition, merger, operation e) if any enactment of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement of Korea subsequent to obtaining the government approvals contemplated by written notice if Article 21.1 hereof shall, in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipatedYahoo, 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 (i) make performance of this Agreement for and/or any reason will not relieve either party of any obligation unreasonably expensive or liability accrued under this Agreement before termination unreasonably difficult, or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect (ii) significantly alter the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted from those agreed and contemplated 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.and/or any agreements related hereto, or (iii) significantly interfere with the benefits contemplated by this Agreement and/or any agreements related hereto; or 10.10 Termination (f) in the event any material term or provision of this Agreement shall not prevent:for any reason be invalid, illegal or unenforceable in any respect, by giving at least thirty (30) days' prior notice to the other parties. 18.4 This Agreement may also be terminated pursuant to Article 20.3 (lack of governmental approval) and the Company dissolved thereafter. 18.5 If this Agreement is terminated for any reason whatsoever, (a) NOBLE from recovering any royalties due as of terminationthe License Agreement (if not previously terminated), along with all licenses granted by Yahoo pursuant to Section 2.1 thereunder, shall automatically terminate; and (b) either the Company may terminate the Services Agreement (if not previously terminated). 18.6 (a) If this Agreement is terminated pursuant Article 18.2 above (if the responsible party from obtaining a remedy for any breach is Yahoo), Softbank, Yahoo Japan and Softbank Korea (collectively, "Softbank Party") shall have the option thirty (30) days after the effective date of such termination, of (i) purchasing all of the provisions shares of this AgreementYahoo at fair market value as determined by an independent auditor of international standing chosen by the Softbank Party from a pool of three (3) independent auditors of international standing nominated by Yahoo (an "Independent Auditor"), or (ii) selling all of its shares to Yahoo at fair market value as determined by an Independent Auditor or (iii) selling the Company to a third party or (iv) proceeding to a dissolution of the Company.

Term and Termination. 10.1 Subject 13.1 The term (the “Term”) of this Agreement starts on the date of this Agreement and continues for an initial term of five years. The Term will be automatically renewed for further periods of 5 years unless one of the parties hereunder, within sixty (60) days of the expiration of the Term or any subsequent period, provides notice to the other of the termination of the Agreement at the end of such term, with such notice including a description of a commercial deficiency (which may not be a breach and is in the sole discretion of the notifying party) in the performance of the Licence that forms the basis of such termination of the term. 13.2 Notwithstanding the provisions of subsection 13.1 above and without prejudice to any other rights right and remedy that one party may have against the other party for breach or non- performance of termination under this paragraphAgreement, this Agreement shall have a term equal tomay be terminated: (a) on a jurisdiction-by-jurisdiction basis, by either party upon thirty (30) days written notice if the term other party shall materially violate any of the INTELLECTUAL PROPERTY RIGHTS in provisions or conditions of this Agreement and shall fail to discontinue or remedy such violation within the respective jurisdiction covering the LICENSED VARIETYsaid period of thirty (30) days; or (b) by either party immediately if the other party shall become insolvent or unable to pay its debts as they mature, shall institute a bankruptcy or insolvency proceeding or have such a proceeding instituted against it which is not dismissed within thirty (30) days, shall make an assignment for the benefit of creditors, or shall commence dissolution or liquidation proceedings; (c) if Sonic becomes insolvent or unable to pay its debts as they come due, or institutes a bankruptcy or insolvency proceeding or has such a proceeding instituted against it which is not dismissed within 30 days, makes an assignment for the benefit of creditors, or commences dissolution or liquidation proceedings, then Quantum may elect to continue the terms and conditions of this Agreement or Quantum / Sonic Licence Agreement (2007) Private and Confidential - Not for Distribution Sonic Quantum (d) by Sonic, upon the completion by Sonic of the purchase of the Purchased System pursuant to the exercise of its rights under Section 13 of the Purchase Agreement, provided that Sonic has included in those jurisdictions the notice of purchase contemplated under Section 13 of the Purchase Agreement a further notice to Quantum that it is concurrently terminating the Licence Agreement with the purchase of the Purchased System. 13.3 For greater certainty, Quantum’s failure to pay the Minimum Annual Royalty is not a material violation of this Agreement giving Sonic the right to terminate. Sonic’s only remedy if Quantum does not pay the Minimum Annual Royalty is to make the Licence non-exclusive as set out in Section 4.6 13.4 Expiration or termination for any reason of this Agreement shall not in any case operate to relieve either of the parties from its responsibility to fulfill any obligations under the provisions of this Agreement which shall have accrued to such party prior to the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedtime of such expiration or termination including the obligation to pay fees and royalties. 13.5 Upon expiry of this Agreement, fifteen (15) Quantum may continue non-exclusive use of existing Sonic Treatment Systems for five years from the date of termination as long as the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination terms of this Agreement are complied with including payment of Royalties, provided that Quantum will have no entitlement to sub-licence the Licensed Property or to use Licensed Property for any reason will not relieve either party of other purpose or with any obligation other facilities or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination assets other than the Sonic Treatment Systems owned by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field Quantum on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose date of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph9.1 Unless sooner terminated in accordance with Section 9.4 below, this Agreement shall have a become effective upon execution and shall continue for an initial term equal to: (a) on a jurisdiction-by-jurisdiction basiswith respect to any country in the Territory for so long as any Licensed Patent covering the Licensed Products sold by Licensee is in force in such country, or, if no such Licensed Patent is then in force with respect to any such country, the initial term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or this Agreement shall expire seven (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (157) years from the date Commencement of Sale of the first sale of a LICENSED VARIETY Licensed Products in such jurisdictioncountry. 10.2 Each 9.2 Following the expiration of the initial term of this Agreement as set forth in Section 9.1 with respect to any country in the Territory, this Agreement shall remain in full force and effect with respect to such country for an additional term of five (5) years; provided, however, that during such term, Licensee's royalties shall be reduced to * * * * of Net Sales (allocable to the Know-how and Trademark Licenses hereunder) in such country and no Minimum Royalty shall be payable with respect to such country during such additional term. 9.3 Upon the expiration of the additional five (5) year term set forth in Section 9.2 with respect to any country, unless this Agreement has been first terminated, Licensee shall thereafter have a fully-paid, perpetual, sole and exclusive license (even as to Zila) to use the Know-how in connection with the manufacture, sale or use of the Licensed Products in such country. 9.4 If either party shall at any time breach this Agreement, the other party may, at its option, terminate this Agreement by giving the breaching party thirty (30) days' written notice of its intention to do so, which notice shall specify the breach; provided, however, that if the breaching party shall remedy such breach during such thirty (30) day period, then any such notice of termination shall be null and void. In addition, either party may, at its option, terminate this Agreement without advance notice in the event of the institution of legal proceedings against the other party in bankruptcy or insolvency (if such legal proceedings remain pending for 90 days), or upon an assignment for the benefit of creditors. 9.5 Licensee shall have the right to terminate this Agreement unilaterally as follows: 9.5.1 At any time prior to approval of the Paper NDA by giving written notice of termination to the other party if such other party fails to satisfy its material obligationsFDA, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) thirty (30) days for failures to remit payment for amounts due under Licensee may terminate this Agreement and (b) upon ninety (90) days for all other obligations after receipt days' notice to Zila and payment of written notice from the non-breaching party specifying maximum amount payable prior to such failureFDA approval under Sections 5.1 and 5.2 hereof. 10.3 NOBLE will have 9.5.2 At any time within sixty (60) days of FDA approval of the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERESPaper NDA, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES Licensee may after consultation with NOBLE terminate this Agreement by written notice to Zila and without making any payments due thereafter other than as provided in Section 9.5.1, if in the commercially reasonable opinion of CERES the markets claims permitted to be made for the LICENSED VARIETY change or do not develop Licensed Products in accordance with such FDA approval are insufficient to provide Licensee with reasonable assurance that it can successfully market the Licensed Products. 9.5.3 In addition to termination as anticipatedotherwise expressly provided in this Section 9, so as to render the production, promotion and sale at any time after sixty (60) days from FDA approval of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided howeverPaper NDA, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties Licensee may terminate this Agreement at in any country upon ninety (90) days' notice to Zila, but only by paying to Zila an amount equal to one time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating Minimum Royalties per Year then payable with respect to such SUBLICENSES pursuant to this Agreement and such SUBLICENSEScountry. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 9.1 Subject to Section 3 hereof, Customer agrees to retain Consultant for a period commencing on August 4, 2008 and extending until August 3, 2011. 9.2 In the event of any merger, consolidation, sale of assets or other rights similar transaction or series of termination under this paragraphtransactions involving Customer (a “change of control”), this Agreement shall have other than any such transaction or transactions following which Customer or its stockholders continue to own a term equal to: (a) on a jurisdiction-by-jurisdiction basismajority of the combined voting power of the outstanding securities of the corporation or other entity surviving or succeeding to the business of Customer, the term “Customer” acknowledges that the “Consultant” has completely fulfilled its obligations under the agreement and the “Customer” agrees to pay the “Consultant” all fees that are payable for the entire agreement per paragraph 3. In addition, “Consultant” shall be provided the full amount of the INTELLECTUAL PROPERTY RIGHTS in shares due per the respective jurisdiction covering agreement and vesting of all remaining unvested options will be accelerated and said vested options may be sold by the LICENSED VARIETY; or (b) in those jurisdictions in which “Consultant” at the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date value contemplated as part of the first sale change of a LICENSED VARIETY in such jurisdictioncontrol. 10.2 Each party 9.3 Either Party shall have the right to terminate this Agreement unilaterally in the event of a breach of a material provision of this Agreement by giving written notice of termination to the other party if such other party fails to satisfy its material obligationsParty, which shall include but are not limited to, making required reports upon one day written notification and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within (a) a thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt day “Cure Period”. In the event of written notice from a material breach by “Customer” that is not remedied within the non-breaching party specifying such failure. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice day “Cure Period” then “Customer” agrees to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed pay the “Consultant” within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where fifteen days all or substantially all of CERES’ assets, fees including stock or business to which this Agreement relates that are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets payable for the LICENSED VARIETY change or do not develop as anticipatedentire agreement per paragraph 3. In addition, so as to render “Consultant” shall be provided the production, promotion and sale full amount of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially shares due per the agreement and vesting of all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing remaining unvested options will be accelerated and sales said vested options may be sold by the “Consultant” at the value contemplated as part of the LICENSED VARIETYchange of control and, whether directly or through any SUBLICENSEESsales transaction should such transaction occur. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights of termination 13.1 This Agreement commences on the Commencement Date and will continue unless terminated under this paragraph, this Agreement shall have a term equal tothe following circumstances: (a) on Umnugobi Aimag and Khanbogd Soum may (acting jointly not severally) terminate this Agreement if OT fails to fulfil any material and significant obligations under this Agreement for a jurisdiction-by-jurisdiction basisperiod of 6 months, which obligation is not excused by an event of Force Majeure, and following the term provision of a written notice by the Umnugobi Aimag and/or Khanbogd Soum to OT specifying the failure(s) and requesting OT to remedy it (Community Notice), OT fails to take reasonable action toward the fulfilment of the INTELLECTUAL PROPERTY RIGHTS obligations 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 Community Notice within 60 Business Days 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 Community Notice 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 terminationissued; and (b) OT may terminate this Agreement in the following circumstances: (i) if either, or both of, Umnugobi Aimag and Khanbogd Soum fails to fulfil any material and significant obligations under this Agreement for a period of 6 months, which obligation is not excused by an event of Force Majeure, and following the provision of a written notice by OT to either, or both of, Umnugobi Aimag or Khanbogd Soum specifying the failure(s) and requesting either party from obtaining a or both to remedy for any breach it (OT Notice), Umnugobi Aimag and/or Khanbogd Soum fails to take reasonable action toward the fulfilment of the provisions obligations described in the OT Notice within 60 Business Days from the date the OT Notice is issued; (ii) if mining and/or processing of Products within the Contract Area has permanently ceased or is not economically sustainable taking into account the mineral reserves in the Contract Area; (iii) if the Investment Agreement is terminated; (iv) if any of the Mining Licences expires without being extended, is terminated or is revoked; or (v) if OT transfers the Mining Licenses. 13.2 Termination of this AgreementAgreement does not affect the validity of any licences, permits, consents or authority that OT has been granted by any of the other Parties or any other Governmental Authority.

Term and Termination. 10.1 This Agreement will be effective as of the Closing Date and will continue in effect until the date that is 120 (one hundred and twenty) days after the Closing Date (except that such 120 (one hundred and twenty) day period shall be extended with respect to any Transition Services that are required to be provided in order for Buyer to comply in all respects with all applicable Laws and Scheduled Approvals, until all Assigned Approvals have been transferred to Buyer and the Buyer has obtained all other Scheduled Approvals, provided that such extension shall apply only to the extent that the failure of the Buyer to have obtained the Scheduled Approvals within such 120 (one hundred and twenty) day period (and during the period of any such extension) is outside the reasonable control of the Buyer), unless earlier terminated as provided in this Section 10; provided that, notwithstanding anything to the contrary in this Agreement, under no circumstances without Seller’s prior written consent will this Agreement be terminated by Buyer with respect to any Transition Services that, in Seller’s sole judgment, are required to be provided in order for Seller (as the holder of any Scheduled Approvals required to operate the Radiopharmacy Business) to comply in all respects with all applicable Laws and Scheduled Approvals, unless and until all Assigned Approvals have been transferred to Buyer and the Buyer has obtained all other Scheduled Approvals. Such effective period will be referred to herein as the “Term.” 10.2 Subject to any other rights of termination under this paragraphthe proviso in Section 10.1, this Agreement shall have a term equal tomay be terminated for all or any of the services included in the Transition Services, as follows: (a) on a jurisdiction-by-jurisdiction basisBy any Party for all Transition Services, 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 if the other party if such other party fails to satisfy its Party has breached any material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreementobligation hereunder, and has not cured such party subsequently fails to cure such failure(s) breach within (a) thirty (30) *** days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written a notice from the non-breaching party specifying Party requesting the correction of such failurebreach; such termination will be effective upon failure of the breaching Party to cure such breach within the specified time period; (b) By any Party for all Transition Services, upon the filing or institution of any bankruptcy, reorganization, liquidation or receivership proceedings by the other Party, or upon the failure by the other Party for more than *** (***) days to discharge any such actions against it; (c) By Buyer for all or some of the Transition Services, as applicable, if a Force Majeure Event prevents Seller from rendering such Transition Services for more than *** (***) consecutive days; (d) By Buyer, with respect to some or all of the Transition Services, by providing Seller with a *** (***) days’ prior written notice; (e) Upon the mutual agreement of the Parties set out in writing with respect to some or all of the Transition Services. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement for any reason all or some Transition Services will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued Parties arising prior to such termination hereof. 10.9 Upon or, as applicable, arising after a partial termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES Agreement with respect to third parties shall be affected by any Transition Services performed after such partial termination, and all such sublicenses shall remain in effect according to their terms, pursuant . Notwithstanding any provision of the Purchase Agreement 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 contrary, termination of this Agreement shall will not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach affect the rights and obligations of the provisions Parties under the Purchase Agreement. 10.4 Buyer expressly waives the benefit of Articles 2125 and 2129 of the Civil Code of Québec in the event of the termination of the present Agreement so that any termination be governed by the terms 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 [****] starting from the date of the first sale launch of the Product in the 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 Photogen Patents and the Photogen Improvements ("THE TERM") 8.2 If either Party commits a LICENSED VARIETY Relevant Event, the other Party shall have, in such jurisdiction. 10.2 Each party shall have addition to all other legal and equitable rights and remedies hereunder, the right to terminate this ---------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 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, 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 fails to remedy 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 rectify the breach and is acting in good faith to rectify same but has not cured the breach by the 60th day, such period shall be extended by such period as is reasonably necessary to permit the breach to be rectified; 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 (b) ninety (90) days for all other obligations after receipt such consent not to 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-organisation, 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 Photogen 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 to any other rights of termination under this paragraph(a) This Agreement shall commence on August ____, 2015 (the “Commencement Date”), and remain in effect, unless this Agreement is terminated by either party hereto, or extended by the written agreement of both parties hereto, for a period of one year after the date hereof (the “Employment Term”). Notwithstanding the foregoing, the Employment Term (unless this Agreement has been earlier terminated in accordance with Section 4(b), (c) or (d) below) shall have a term equal toautomatically be extended beyond the first anniversary of the Commencement Date for additional periods of one (1) year each unless either party hereto shall notify the other, at least ninety (90) days prior to the end of the then current term, of Employer’s or Employee’s decision not to allow this Agreement to be extended beyond the end of the then current term. (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 in the respective jurisdiction covering the LICENSED VARIETYas determined by a physician mutually selected by Employer and Employee; or (bii) Employee engages in those jurisdictions criminal, unethical, or immoral conduct in violation of Employer’s Code of Conduct, or fraudulent conduct, in the reasonably good faith opinion of Employer, or Employee is found guilty of such conduct by any court or governmental agency of competent jurisdiction; or (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 VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedsatisfaction of Employer within twenty (20) calendar days after written notice of such breach; or (iv) Intentional failure or refusal to perform specific job duties reasonably required in connection with Employee’s position; provided, fifteen however, that such failure or refusal continues (15i.e., has not been cured by Employee) years from within twenty (20) days after Employer notifies Employee in writing of such failure or refusal; or (v) The observed use of illegal drugs by Employee at any time or place, or Employee engaging in fraud, sexual harassment, or substance abuse, or any other action in violation of Employer’s Code of Conduct; or (vi) Employee’s gross negligence or gross misconduct in the date performance of the first sale of a LICENSED VARIETY in such jurisdictionduties and services required by Employee. 10.2 Each party (c) Employer shall have the right to terminate this Agreement unilaterally by giving written notice of termination to Employee’s employment without cause at any time during 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 Employment Term or any renewal term upon delivery of written notice from to Employee. If Employee’s employment is terminated by Employer without cause, Employer will, subject only to Employee’s execution and delivery of a general release in favor of and in a form satisfactory to Employer’s sole discretion, pay Employee severance benefits in the nonform of salary continuation of nine (9) months of base salary (at the rate in effect on the date of termination). Severance benefits paid to Employee are in lieu of base salary and any other compensation (bonuses, etc.) which Employee had been entitled to, prior to termination under this paragraph, pursuant to this Agreement (regardless of whether there remains some portion of the term of the Agreement). Such severance will be paid to Employee as salary continuation in bi-breaching party specifying weekly installments, less applicable withholdings. Employee will not continue to accrue employer benefits, such failure. 10.3 NOBLE will as paid time off, health and dental insurance, short or long-term disability, life insurance etc. after Employee’s termination date. Employee agrees that if Employee breaches the terms of Section 5 or 6 of the Agreement, Employer shall have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice discontinue, immediately and permanently, all further severance payments and health benefits hereunder and to CERESobtain, (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 by way 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 counterclaim or otherwise)), repayment of the full amount or cost thereof. 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 (d) Employee 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 or no reason whatsoever, provided that Employee shall notify Employer, in writing, at least forty-five (45) days prior to the effective date of such termination. (e) Upon termination of employment pursuant to any obligation or liability provision of Section 4 hereunder, Employee shall be entitled to receive such salary and fringe benefits, if any, 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 all such sublicenses future compensation and all future employee benefits shall remain in effect according to their terms, pursuant to cease and terminate as of the election date of each SUBLICENSEEtermination. NOBLE Employee shall continue to be entitled to payments relating pro rata salary through the date of such termination and, if applicable, any severance benefits payable under subsection 4(c) above. Employee shall be not entitled to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESthe pro rata portion of any incentive compensation (bonuses, etc. 10.10 Termination of this Agreement shall ) accrued but not prevent: (a) NOBLE from recovering any royalties due yet paid as of the date of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the 12.1 The term of the INTELLECTUAL PROPERTY RIGHTS Agreement is specified 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 jurisdictionrelevant Supply Order. 10.2 12.2 Each party Party shall have the right to terminate this Agreement unilaterally with immediate effect by giving written notice of termination to the other party Party, if such 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 Party: (a) thirty commits a material breach of the Agreement, provided that if such breach is remediable, as determined by UBS, Supplier or UBS (30as the case may be) has not remedied such breach in all material respects within 30 days for failures to remit payment for amounts due under this Agreement and of being committed; (b) ninety becomes insolvent or is unable, or is deemed by operation of any principle of law or by statute to be unable, to pay its debts; or (90c) does not, in a Force Majeure Event, resume performance of its obligations (other than the obligation to pay) within 30 days for all of its notice to the other obligations after receipt of written notice from the non-breaching party specifying such failureParty under clause 18.1. 10.3 NOBLE will 12.3 For the purposes of clause 12.2(a), a breach by Supplier of any of the following shall constitute an irremediable material breach: (a) any Applicable Laws; (b) clause 9 (Confidentiality) or clause 11 (Data Protection); (c) any of the following Policies (if applicable): (i) the Data Protection Policy; (ii) the Anti-bribery and Corruption, Sanctions, Fraud and Anti-Facilitation of Tax Evasion Policy; (iii) the Subcontractor Policy; or (iv) the Staff Vetting Policy; (d) the Security Exhibit, or any superseding Security Policy (if applicable); or (e) any other breaches identified as irremediable material breaches in the relevant Category Terms. 12.4 UBS shall have the right to terminate this the Agreement unilaterally with thirty (30) without cause on not less than 30 days’ prior 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))Supplier. 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 12.5 Following termination or do not develop as anticipated, so as to render the production, promotion and sale expiration 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 Supplier shall: (i) on UBS’s request, provide UBS with reasonable assistance to enable an orderly assumption of the Services by a third party or UBS; (ii) except as may be required by Applicable Laws or for reasonable back-up purposes, irrevocably destroy or return to UBS all Confidential Information of UBS and all UBS Data; (iii) refund to UBS all prepaid Charges for Services or Deliverables, which, as of terminationthe termination date, have either: (i) not yet been provided or performed; or (ii) been delivered but are faulty or defective and have not been remediated, or are not capable of Acceptance in accordance with clause 4.5; and (b) either party from obtaining a remedy UBS shall pay to Supplier all due and undisputed Charges for Services and Deliverables provided to UBS in accordance with the Agreement up to and including the termination date. 12.6 Clauses 6 (Liability, Indemnity and Insurance) to 19 (Governing Law and Jurisdiction), and any breach other terms of the provisions of this AgreementAgreement which are expressly or by implication intended to survive termination or expiration, shall survive termination or expiration.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this (a) This Agreement shall have a term equal toof five (5) years from the Initial Closing Date (the “Term”). (b) Company and Seller shall have the right to terminate this Agreement: (ai) on a jurisdiction-by-jurisdiction basisupon (****) prior written notice to the other Party in any of the following circumstances: (A) any representation or warranty made by the other Party shall prove to have been incorrect in any material respect when made and shall not have been corrected within thirty (30) days after written notice thereof has been given to such other Party; provided, that incorrect representations or warranties under Section 11 shall be deemed cured to the extent Seller repurchases the affected Receivable(s) pursuant to Section 20; (B) subject to Sections 18(c), 18(d) and 18(e) below, the term of other Party shall fail to perform or observe, in any material respect, any obligation, covenant or agreement contained in this Agreement and such failure shall continue for thirty (30) days after written notice thereof has been given to such other Party; (ii) upon (****) prior written notice to the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETYother Party: (A) If an Insolvency Event shall occur with respect to such other Party; or (bB) If there is any change in those jurisdictions any Applicable Law that could reasonably be expected to result in which a (x) Material Adverse Effect with respect to Seller, the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedProgram or this Agreement or (y) materially and adversely affect Company’s interest in, fifteen (15) years from or the date value or collectability of, the Receivables, in either case, such that the Cumulative Net Yield would be, in the good faith and reasonable judgment of the first sale Party wishing to terminate this Agreement, below the Net Yield Floor (****) (“Material Adverse Change in Applicable Law”); provided that, prior to giving a notice of termination under this Section 18(b)(ii)(B), the Party who wishes to terminate this Agreement shall deliver a LICENSED VARIETY notice to the other Party, together with supporting documentation demonstrating that such Material Adverse Change in such jurisdictionApplicable Law has occurred and requesting that the other Party engage in good faith renegotiation of the terms of this Agreement designed to offset the adverse economic effect of the Material Adverse Change in Applicable Law. If Company and Seller, after negotiating in good faith for a period of not less than thirty (30) days, have not agreed to mutually agreeable modifications of this Agreement, then the Party who wishes to terminate shall be entitled to provide notice of termination under this Section 18(b)(ii)(B). 10.2 Each party (iii) Unless otherwise specified in this Section 18(b)(iii), immediately by written notice to the other Party in any of the following circumstances: (A) the Initial Closing Date has not occurred by October 31, 2018; provided that, the Party seeking termination is not the cause of such delay. (B) There shall occur any change in any Applicable Law, which change makes it illegal for Company to purchase or own, or for Seller to originate and/or sell, the Receivables or otherwise operate the Program. (c) Seller shall have the right to terminate this Agreement: (i) Upon (****) prior written notice to Company in any of the following circumstances: (A) From and after the Initial Closing Date, Company fails to have (****), and has not corrected (****) within thirty (30) days after written notice thereof has been given to Company. (B) From and after the Initial Closing Date, Company shall have failed to have a (****) and has not corrected (****) within thirty (30) days after written notice thereof has been given to Company. (ii) Upon (****) prior written notice to Company if Company defaults on its obligations set forth in Sections 2, 3(b), 3(c) or 4(d) of this Agreement and fails to cure such default within two (2) Business Days; provided that, if Company has not cured this default within such two (2) Business Day period, Seller shall be entitled to mitigate the loss caused by such breach by offering the Forward Flow Receivables related to new Accounts following such termination date that would ordinarily be allocated to Company to any other Person and the obligations of Seller in Sections 2, 3(b) and 4(d) solely with respect to Company for such Receivables shall cease to be of any further force and effect; provided, however, that, for the avoidance of doubt, Company shall have no obligation to purchase any such Forward Flow Receivables subsequently originated from such new Accounts. (d) Company shall have the right to terminate this Agreement unilaterally by giving upon (****) prior written notice to Seller in any of termination to the other party if such other party following circumstances: (i) Signet Jewelers Limited’s and Signet Group Limited’s leverage ratio, determined as of (****). (ii) Signet Jewelers Limited’s and Signet Group Limited’s leverage ratio, determined as of (****). (iii) Signet Jewelers Limited fails to satisfy its material obligations, which shall include but are not limited to, making required reports have (****). (iv) If Seller fails to deliver the Daily Receivables Sale Statement and making required payments, under this Agreementeffect the sale of the Receivables identified therein, and such party subsequently fails failure has not been cured within five (5) Business Days. (v) Seller shall (A) cease to cure such failure(sbe in good standing with any Regulatory Authority having oversight over the operations of Seller or (B) within become subject to any Applicable Order or Proceeding, that, in either case, has materially restricted or prohibited Seller from meeting its obligations under the terms of this Agreement. (avi) thirty (30) days for failures If Seller has failed to remit make when due any payment for amounts due required to be made by it under this Agreement and such failure has not been cured within five (b5) ninety (90) days for all other obligations after receipt of written notice from the non-breaching party specifying such failureBusiness Days. 10.3 NOBLE will (e) Company shall have the right to terminate this Agreement unilaterally with thirty (30****) days’ upon written notice to CERES, notice: (ai) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES this Agreement shall cease to create a valid and enforceable first priority perfected security interest in favor of Company (and not dismissed within one hundred twenty (120) days) or (bits successors and assigns) in case any Receivable purchased hereunder, free and clear of dissolution any adverse claim or winding up encumbrance created by or through Seller and such status has not been cured within five (5) Business Days of CERES Company informing Seller of such adverse claim or encumbrance; (excluding ii) if Seller has breached its obligation to replace Genesis (or any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party successor servicer) in accordance with Section 17 within the timeframe specified therein; or (whether by sale, acquisition, merger, operation of law or otherwise)iii) the Cumulative Net Yield is below the Net Yield Floor (****). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 (f) The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination termination of this Agreement for either in part or in whole shall not discharge any reason will not relieve either party of Party from any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before incurred prior to such termination. Paragraphs 8Unless otherwise specified herein, 10other than Sections 2, 113, 4, 6, 7, 8(a), 8(c) (only with respect to Accounts that are unrelated to Receivables held by Company), 8(j), 8(n) (only with respect to Accounts that are unrelated to Receivables held by Company), 8(q), 8(r), 9(d), 9(e), 13, 14, 15, 16, 18 (other than this Section 18(f)) and 17 will 42 which shall not survive any the termination or expiry of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination terms of this Agreement shall not affect survive the rights expiration or termination of this Agreement until the last Receivable purchased hereunder is paid or charged off in full or repurchased by Seller and all obligations of the parties accrued prior to termination hereofParties have been performed in connection with such Receivables. 10.9 (g) Upon expiration or notice of termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES the Parties shall agree work together to third parties shall be affected by such termination, develop and all such sublicenses shall remain in effect according agree on a transition plan to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to wind down this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach in accordance with Applicable Law. Each Party acknowledges that the goals of the provisions transition plan include benefitting Borrowers by minimizing any possible burdens or confusion and protecting and enhancing the names and reputations of this Agreementthe Parties.

Term and Termination. 10.1 Subject 14.1. This Agreement will become effective on the Signature Date and shall subsist for a period of one (1) year thereafter, if not terminated earlier in accordance with the terms hereof. 14.2. If the Parties wish to renew or extend the period of operation of this Agreement beyond the initial one (1) year Term, then the Parties shall mutually agree upon any period of renewal or extension and any other rights of termination under this paragraphterms and conditions deemed necessary, this Agreement which agreement shall have be reduced to a term equal to: (a) on a jurisdiction-by-jurisdiction basiswritten addendum hereto and shall be signed by the Parties duly authorised representatives, prior to the term expiry of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or initial one (b1) 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 Term. 10.2 Each party shall have the right to terminate this 14.3. This Agreement unilaterally may be terminated by KPMG giving written notice of termination to the other party if such other party fails Technology Provider as follows: (i) at any time upon fourteen (14) days prior written notice from KPMG to satisfy its material obligations, which shall include but are not limited to, making required reports the Technology Provider describing any breach of this Agreement by the Technology Provider and making required payments, under this Agreement, and such party subsequently fails the Technology Provider failing to cure such failure(sbreach within such fourteen (14) day period; (ii) at any time if the Technology Provider engages in behaviour that, in KPMG’s sole and unfettered discretion, is materially detrimental to KPMG or its business reputation; (iii) at any time if (in KPMG’s sole discretion), KPMG considers that any activity pursuant to the terms of this Agreement would result in a breach of any applicable law, regulation, rule or requirement, KPMG’s Code of Conduct (and related policies), the public’s trust, or there is a potential commercial or other conflict which KPMG (in its sole discretion) does not consider can be appropriately mitigated; (iv) at any time if the Technology Provider is placed under voluntary or compulsory liquidation (whether provisional or final) or business rescue proceedings are commenced against the Technology Provider; (v) at any time if a final court judgment against the Technology Provider remains unsatisfied for a period of ten (10) Business days or more after it comes to the notice of the Technology Provider; and/or, the Technology Provider makes any arrangement or composition with its creditors generally or ceases to carry on business; and (vi) at any time whatsoever and without assigning reasons, by delivering at least sixty (60) days’ prior written notice to that effect to the Technology Provider. 14.4. This Agreement may be terminated by the Technology Provider giving thirty (30) day prior written notice to KPMG if KPMG fails to remedy any breach of a covenant, commitment or obligation under this Agreement 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 Technology Provider. Should the right to Technology Provider terminate this Agreement unilaterally with thirty and the Front Runner membership, as contemplated in this clause, KPMG shall reimburse the Technology Provider, no later than sixty (3060) days’ Business days after the effective date of termination of this Agreement as specified in the written notice delivered by the Technology Provider to CERESKPMG. The amount to be reimbursed to the Technology Provider by KPMG in terms of this clause shall be a pro rata portion of the Front Runner membership fee which is equal to the balance of the term of the Technology Provider’s Front Runner membership, (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 as at the effective date 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 termination. 10.4 CERES may after consultation with NOBLE terminate 14.5. Following the termination for any reason or expiration of 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 Agreement: (i) KPMG shall discontinue all Referral of the LICENSED VARIETY uneconomical or impractical or if CERES decides Technology Solution and/or Technology Provider; (ii) KPMG will not be entitled to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and any Referral Fee on sales of the LICENSED VARIETY, whether directly Technology Solution that are Referred after the effective date of expiration 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 provided that it is understood and hereby expressly agreed that KPMG 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 all Referral Fees stemming from recovering any royalties due Sales Order, which came about as of termination; and (b) either party from obtaining a remedy for any breach result of the provisions Referral by KPMG of the Technology Solution during the Term of this Agreement., where such Sales Order is only executed within a period of up to twelve

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph3.1 Unless terminated earlier as provided herein, this Agreement shall have continue in full force and effect for an initial period of ten (10) years from its Effective Date and shall be renewed for one (1) year periods thereafter by tacit renewal unless terminated by either Party by a prior written notice sent to the other three (3) months before the expiration of the initial term equal toor renewal period (“Term”). 3.2 LICENSOR may elect to terminate this Agreement upon sixty (60) days prior written notice to LICENSEE if: (a) on 3.2.1 LICENSEE becomes bankrupt, insolvent, or its business is placed in the hands of a jurisdiction-by-jurisdiction basisreceiver, assignee, or trustee in bankruptcy; 3.2.2 LICENSEE files for dissolution of its corporate structure; 3.2.3 LICENSEE challenges the term validity or enforceability of any of the INTELLECTUAL PROPERTY RIGHTS Patents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 3.2.4 LICENSEE fails to establish manufacturing lines to produce Product in South Korea within twenty-four (24) months of the respective jurisdiction covering the LICENSED VARIETYEffective Date; or 3.2.5 LICENSEE fails to maintain capacity to meet demand for the Product. 3.3 LICENSEE may elect to terminate this Agreement upon sixty (b60) days prior written notice to LICENSOR if: 3.3.1 LICENSOR becomes bankrupt, insolvent, or its business is placed in those jurisdictions the hands of a receiver, assignee, or trustee in which bankruptcy; or 3.3.2 LICENSOR files for dissolution of its corporate structure. 3.4 In the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date event of an alleged material breach by either Party of any of the first sale terms of this Agreement, the Party suffering such breach shall give notice to the other, in writing, thereof, specifying the type and circumstances pertaining to such breach in form sufficient to enable opportunity for correction thereof by the Party allegedly in breach. If such breach shall not have been remedied during a LICENSED VARIETY in thirty (30) day period immediately following the receipt of such jurisdiction. 10.2 Each party notice, the Party giving such notice shall have the right to notify the other in writing of its decision to terminate this Agreement unilaterally by giving written notice of termination to Agreement. In the other party if event that the breach is remedied within 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 day period, this Agreement shall continue in full force and (b) ninety (90) days for all other obligations after receipt affect the same as if no notice had been given. Waiver by any Party of written notice from the non-breaching party specifying such failure. 10.3 NOBLE will have the its right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under because of any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement one breach shall not constitute a waiver of any subsequent breach of the same 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 a different nature. No termination 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 expiration or otherwise shall relieve or release any Party from any of CERES the markets for the LICENSED VARIETY change its obligations hereunder with respect to obligations due 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 SUBLICENSEESacts committed under this Agreement. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination 3.5 Immediately upon expiration or termination of this Agreement for any reason will reason: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. 3.5.1 LICENSEE shall cease all use of or practice of the Technology and Patents and LICENSOR may purchase from LICENSEE any Product manufactured prior to such expiration or termination. If LICENSOR does not relieve either party purchase such Product, LICENSEE may sell such Product to Customers in South Korea at the prevailing market price, until Licensee sells all of such Product. 3.5.2 LICENSEE shall pay to LICENSOR the unpaid balance of any obligation Royalty Fees, which shall be due through the expiration or liability accrued under termination date and including any Royalty Fees due to sales pursuant to Section 3.5.1, in accordance with the provisions of Article 7. 3.5.3 The Parties will return to the other Party or destroy all Confidential Information received from such Party pursuant to this Agreement before termination Agreement, including all copies or rescind summaries of such Confidential Information; provided, that the receiving Party may retain a reasonable number of copies of such Confidential Information for archival purposes and for the purposes of satisfying any payments made applicable legal or due before termination. Paragraphs 8regulatory record retention requirements. 3.6 The provisions of Sections 3.5, 105.2, 5.4 and Articles 7, 11, 13, 14, 15, 16, 12 and 17 will 13 shall survive any expiration or termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to (A) This Agreement and the rights and licenses granted hereunder shall continue until the later of the expiration of the last Patent hereby licensed and any other rights of termination under this paragraphextensions thereof, this Agreement shall have a term equal to:except as is hereinbelow provided. (aB) on a jurisdiction-by-jurisdiction basis, This Agreement may be terminated by either party upon the term occurrence of any of the INTELLECTUAL PROPERTY RIGHTS in events enumerated below by giving sixty (60) days' written notice to the respective jurisdiction covering other party of its intent to terminate this Agreement, which notice shall reference the LICENSED VARIETY; or (b) in those jurisdictions in which subparagraph hereof relied upon by the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from party seeking to terminate the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each Agreement. The noticed party shall have the right within said sixty (60) days to terminate this Agreement unilaterally by giving written notice of termination cure said breach and within which to notify 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 in writing of written notice from the non-breaching party specifying such failuresaid cure. 10.3 NOBLE will have (1) In the right to terminate this Agreement unilaterally event Licensee is adjudicated bankrupt or insolvent, enters into a composition with thirty (30) days’ written notice to CEREScreditors, (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 makes an assignment of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ its assets for the benefit of its creditors, or if a receiver is appointed for its assets; (2) In the event that Licensee refuses to produce or manufacture, stock sell, market, or business to which cause to be produced or manufactured, sold, or, marketed the Licensed Patented Articles; (3) In the event that any sublicensee of the Licensee is in material breach or default of any provision of Article 10 of this Agreement relates are acquired which such default or breach is not cured within the applicable time period granted herein; (4) Upon the failure or refusal of Licensee to pay Licensor the royalties herein specified when and as they become due and payable; (5) Upon the failure of the Licensee to meet the quota(s) set forth in Article 21 hereof; (6) If, prior to any public offering of the capital stock of Licensee pursuant to the rules and regulations of the Securities and Exchange Commission and without the prior written consent by Licensor, which consent will not be unreasonably withheld, the control of Licensee shall vary from that currently constituted and which results in the transfer of a third party majority of the shares of capital stock of the Licensee which effectively or practically changes the management and control of Licensee; (whether by sale, acquisition, merger, operation 7) A material breach of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if Licensee, its affiliates, sublicensees, agents or distributors or by Licensor; (8) In the event that further lawful performance of this agreement or any part hereof by either party shall be rendered impossible by or as a consequence of any law, regulation, order, rule, direction, priority, seizure, allocations, requisitions, or any other official action by any department, bureau, board, administration or political subdivision thereof having jurisdiction over such party. (C) In the event this Agreement shall be terminated as provided in this Article 10, Licensee shall duly account to Licensor for all royalties within twenty (20) days after the commercially reasonable opinion expiration of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as any applicable cure period of such termination and shall make an accounting to render the production, promotion and sale Licensor of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate inventory of Licensed Articles which it and any of its promotion, marketing affiliates and sales sublicensees have on hand as of the LICENSED VARIETYdate of such termination. Licensee, whether directly or through any SUBLICENSEESits affiliates and sublicensees shall then have the right, for a period of one year after said termination, to sell such inventory provided that such net sales shall be subject to the royalty rates set forth above and so payable to Licensor. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination (D) All payments of this Agreement for any reason will not relieve either party royalties made to Licensor before the effective date of any obligation cancellation 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 belong to Licensor and obligations of the parties accrued prior Licensee shall make no claim to termination hereofor for any reimbursement thereof. 10.9 Upon (E) After any cancellation or termination of this Agreementlicense agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES the "Licensed Patent Rights" shall immediately revert to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to become the election sole and exclusive property of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSESLicensor. 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 basis9.1 Except as provided below, the term of this Agreement shall begin as of January 12, 1999 and continue until the INTELLECTUAL PROPERTY RIGHTS earlier of (i) December 31, 2006, (ii) a petition for bankruptcy is filed by or against ImmuCell or (iii) liquidation proceedings are instituted by or against ImmuCell. ImmuCell may extend the term of exclusivity granted in this Agreement an additional six (6) years by payment to Hydros of three percent (3%) of sales of product under this license in the respective jurisdiction covering year 2005. Such payment must be made to Hydros by December 31, 2006 9.2 It is understood that ImmuCell's exclusive rights to LICENSED TECHNOLOGY with respect to each disease in the LICENSED VARIETYField of Use shall revert to non-exclusive status if the following is not met: submission of complete product license application to the applicable regulatory agency by the following dates: 1) Johne's disease January 12, 2000; or (b2) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedDisease #2 and Disease #3 by January 12, fifteen (152001; and 3) years from the date Disease #4 by July 12, 2001. Such reversion of rights to a non-exclusive status for any of the first sale of a LICENSED VARIETY in such jurisdictionfour diseases shall not effect the exclusive status for any diseases for which performance requirements have been met. 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 9.3 ImmuCell may terminate this Agreement at any time by mutualgiving at least ninety (90) days' written notice of such termination to Hydros. ImmuCell shall pay to Hydros a termination fee of $2,500 if it terminates the Agreement early without cause. This right to terminate does not apply to the commitments defined in Appendix C, Part I. 9.4 If ImmuCell at any time defaults in the timely payment of any monies due to Hydros or commits any material breach of any other covenant herein contained, and fails to remedy such breach within ninety (90) days after written agreementnotice thereof by Hydros, Hydros may, at its option, terminate this Agreement by giving written notice of termination to ImmuCell. 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 9.5 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 ImmuCell shall remain in effect according obligated to their terms, pursuant pay any outstanding monies owed for Components sold by Hydros to ImmuCell and the election of each SUBLICENSEE. NOBLE following Sections 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 or expiration of this Agreement: Sections 2.2, 3, 7, 9.5, 12, 13, 16, 18 and 19. 9.6 Upon the termination of this Agreement, all rights to LICENSED TECHNOLOGY will revert to Hydros and the license to ImmuCell shall immediately cease.

Term and Termination. 10.1 Section 9.1. Subject to any other rights the provisions of termination under this paragraphSections 9.2 and 9.3 hereof, the term of this Agreement shall have be a term equal to:period of five (5) years from the date hereof (the "Initial Term") and for continuous subsequent five (5) year terms (the "Renewal Period(s)"), provided that, for the Licensed Trademarks listed on Appendix B and the Products listed on Appendix D and the Additional Appendix D Products, the licenses granted under Sections 2.1(a)(iv), (v) and (vi) herein shall expire after three (3) years from the date hereof and cannot be renewed. Section 9.2. Licensee may cancel this Agreement upon no less than one (1) year's written notice delivered to Licensor prior to the end of the Initial Term or the then-effective Renewal Period, provided that, if Licensee does not give the required notice of termination, the Agreement shall be automatically renewed for a subsequent Renewal Period. (a) on a jurisdiction-by-jurisdiction basis, Licensee fails to deliver to Licensor or to maintain in full force and effect the term of the INTELLECTUAL PROPERTY RIGHTS insurance referred to in the respective jurisdiction covering the LICENSED VARIETYSection 7.4; or (b) Except as provided in those jurisdictions in which 9.3(c), Licensee or its Manufacturing Agents fail to commence and diligently pursue the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date cure of the first sale any breach by them of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate material provision of this Agreement unilaterally by giving within ten (10) days of receipt of Licensor's written notice of termination such breach or to effect such cure within twenty (20) days of receipt of such written notice; or (c) The failure or refusal of Licensee or its Manufacturing Agents: (i) to, within ten (10) days of receipt of Licensor's reasonable written instructions issued regarding the quality standards of the Licensed Trademarks and Products or Additional Products, respond to such instructions and commence a diligent attempt at cure, or to effect such cure within twenty (20) days of receipt of such instructions; or (ii) to perform, or comply with, any provision contained in Article V which failure results in the production for sale of Products or Additional Products that are unsafe or unfit for human consumption; or (d) The insolvency of Licensee; an assignment by Licensee for the benefit of creditors; the failure of Licensee to (e) An involuntary recall of Products or Additional Products bearing the Licensed Trademarks for reasons directly or indirectly related to the other party if safety of such other party fails Products or Additional Products and attributable to satisfy the negligence or intentional wrongdoing of Licensee or its Manufacturing Agents; provided that Licensor determines in its reasonable judgment that such event has had or is reasonably likely to have a material obligationsadverse effect on the integrity, which shall include but are not limited togoodwill, 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 value or strength 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 SWITCHGRASSLicensed Trademarks; provided howeverprovided, CERES shall terminate its promotionfurther, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties that Licensor 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 license 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 Section 9.3(e) without regard to the election immediately preceding proviso upon or after the third occurrence within any 12-month period of each SUBLICENSEE. NOBLE shall continue an event referred to be entitled to payments relating to such SUBLICENSES pursuant to in this Agreement and such SUBLICENSESSection 9.3(e). 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this Agreement shall have a term equal to: (a) on a jurisdiction-by-jurisdiction basisUnless earlier termination pursuant to Section 7(b), the term of this Agreement (the INTELLECTUAL PROPERTY RIGHTS in “Term”) shall be for a period of (48) forty-eight months and shall renew for successive one year periods unless either party provides a written notice of termination at least ninety (90) days prior to the respective jurisdiction covering expiration of the LICENSED VARIETY; orthen applicable Term. (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtainedThis Agreement may be terminated prior to expiration (i) by either party, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to if the other party if such other party fails to satisfy its material obligations, which shall include but are materially breaches this Agreement and does not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) breach within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of following written notice thereof from the non-breaching party specifying (which notice and right of cure shall apply only if such failure. 10.3 NOBLE breach may reasonably be cured within such thirty (30) day period); (ii) by iCare, if a representation or warranty of Provider hereunder fails to be complete and accurate in all materials respects, and Provider does not cure such failure within (30) days following written notice thereof from iCare (which notice and right of cure shall apply only if such failure may reasonably cured within such thirty (30) day period); (iii) by mutual written agreement; (iv) by Provider for convenience, without cause, upon ninety (90) days prior written notice by the terminating party to the other party; or (v) by iCare after 24 months if Provider fails to sell a minimum of 300 installations per quarter. iCare will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice 30 days after each quarter in which Provider sells less than 300 installations and, if not exercised within 60 days of the end of such quarter, the right to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case terminate will elapse until the next quarter where Provider fails to sell a minimum of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise))300 installations. 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change (c) Upon expiration or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon earlier termination of this Agreement, no existing SUBLICENSES granted Provider shall (i) return to iCare all iCare or Sysco Confidential Information (including Customer Lists) in Provider’s possession, custody or control, (ii) remove all Confidential Information from all of Provider’s networks and information systems, and (iii) immediately cease and desist from any use of the Sysco Marks or iCare trademarks or service marks. (d) If iCare terminates this Agreement prior to the end of the then applicable Term, all Earned Income Payments will cease as to Services paid for by CERES or AFFILIATED COMPANIES to third parties shall be affected by Sysco Customers after the date of such termination, and all such sublicenses shall remain in effect according to their terms, pursuant . If Provider terminates this Agreement prior to the election end of each SUBLICENSEEthe then applicable Term, all Earned Income Payments will continue until the end of such Term. NOBLE Provider shall continue in any event reimburse iCare for all Costs & Expenses incurred prior to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as the date of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights 17.1 The term of termination under this paragraph, this Agreement shall have be thirty-nine (39) fiscal periods from the Effective Date; provided, however, that the Parties shall not less than eight (8) fiscal periods prior to the end of such thirty-ninth (39th) fiscal period determine in good faith a ramp-down schedule of production so as to minimize disruption to both Parties. If the Parties are unable to agree on the terms governing a ramp-down, National shall be allowed to reduce its purchase commitment by not more than twenty percent (20%) per fiscal quarter, starting one fiscal quarter after the initial thirty-nine (39) fiscal period term equal toof this Agreement. National will provide Xxxxxxxxx with not less than ninety (90) days prior written notice of such reduction. 17.2 This Agreement may be terminated, in whole or in part, by one Party sending a written notice to the other Party of the termination of this Agreement, which notice specifies the reason for the termination, upon the happening of any one or more of the following events: (a) on the other Party is the subject of a petition filed in a bankruptcy court of competent jurisdiction-by-jurisdiction basis, whether voluntary or involuntary, which petition in the term event of an involuntary petition is not dismissed within sixty (60) days; if a receiver or trustee is appointed for all or a substantial portion of the INTELLECTUAL PROPERTY RIGHTS in assets of the respective jurisdiction covering other Party; or if the LICENSED VARIETYother Party makes an assignment for the benefit of its creditors; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but other Party fails to perform substantially any material covenant or obligation, or breaches any material representation or warranty provided for herein; provided, however, that no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) years from the date of the first sale of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such other party fails to satisfy its material obligations, which shall include but are not limited to, making required reports and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) within arise hereunder until sixty (a) thirty (3060) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice by the Party who has failed to perform from the non-breaching party other Party, specifying such failurethe failure of performance, and said failure having not been remedied or cured during said sixty (60) day period. 10.3 NOBLE will have the right to terminate this Agreement unilaterally with thirty (30) days’ written notice to CERES, (a) if CERES seeks protection under any bankruptcy, insolvency, receivership, trust, deed, creditors arrangement or comparable proceeding or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 17.3 Upon termination of this Agreement, no existing SUBLICENSES all rights granted by CERES or AFFILIATED COMPANIES to third parties hereunder shall be affected by such termination, immediately terminate and all such sublicenses each Party shall remain in effect according to their terms, pursuant return to the election of each SUBLICENSEE. NOBLE shall other Party any property belonging to the other Party which is in its possession, except that Xxxxxxxxx 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 Xxxxxxxxx Assured Capacity. Nothing in this Section 17 is intended to this Agreement and such SUBLICENSESrelieve either Party of any liability for any payment or other obligations existing at the time of termination. 10.10 Termination 17.4 The provisions of Sections 2, 6, 14, 18, 19 and Paragraphs 21.5 and 21.8 shall survive the termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreementreason.

Term and Termination. 10.1 Subject to any other rights of termination under this paragraph, this 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 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 17.1 Notwithstanding its date of execution, this Agreement will commence upon DATE, 2015 and on that day will replace in its entirety the Neighbours’ Agreement 2008 dated January 1, 2008. 17.2 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. 17.3 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 becomes part of the LICENSED VARIETYCity of Vancouver or another municipality or local authority or similar type of governing body (other than the Greater Vancouver Regional District); (c) UBC gives the UNA written notice of its intention to terminate this Agreement pursuant to Article 17.5; 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. 17.4 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 By-laws 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 Article 2.2, (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, (d) has prevented or taken steps to ensure that UBC’s nominees are unable to be Members of dissolution the UNA, or (e) as otherwise acted contrary to the public interest or winding up to the intent or purposes of CERES (excluding any situation where all this Agreement, then UBC may request the UNA respond to such allegations upon receiving written notice from UBC. Thereafter, the UNA will have 30 days from the receipt of 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 17.5 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 Article 18.4. 17.6 Failure of UBC to take any of the steps set out in Articles 17.4 and 17.5 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 17.7 It is understood that any agreements made and any licences granted from time to time for particular Facilities or Amenities pursuant to this Agreement 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 shall be affected by such termination, and all such sublicenses shall remain other assets that are 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 custody or control of the provisions UNA as a result of the operation of this Agreement, or any related agreement shall be delivered to UBC forthwith. Without limiting the generality of the foregoing, it is understood and acknowledged that any rights that the UNA may enjoy in connection with Facilities or Amenities as a result of this Agreement, or any licence agreements contemplated herein shall be terminated and shall revert to UBC.

Term and Termination. 10.1 18.1 Subject to any other rights of termination under this paragraphClauses 18.2 and 18.3 below, this Agreement shall have be for a term equal to: of non-cancellable eight (a) on a jurisdiction-by-jurisdiction basis, the term of the INTELLECTUAL PROPERTY RIGHTS in the respective jurisdiction covering the LICENSED VARIETY; or (b) in those jurisdictions in which the LICENSED VARIETY is sold but no INTELLECTUAL PROPERTY RIGHTS are obtained, fifteen (15) 8) years from the date of this Agreement. Thereafter, this Agreement shall be renewed automatically for successive periods of five (5) years each unless either Party notifies the first sale other Party of a LICENSED VARIETY in such jurisdiction. 10.2 Each party shall have its intention not to renew at least six (6) months prior to the right expiration of the then current term of this Agreement. If the Distributor fails to meet the Minimum Purchase Commitment for two (2) consecutive years from January 1, 2001, the Company may terminate this Agreement unilaterally without consequences on either party by giving one (1) month prior written notice to the Distributor. In addition, the Distributor will not be held responsible to pay the unfulfilled amounts of Minimum Purchase Commitment as outlined in Exhibit A. The decision to exercise this right of termination will be solely at the discretion on the Company. 18.2 This Agreement may be terminated by a non-breaching party for cause immediately by written notice to the breaching party upon the occurrence of any of the following events: (i) if the other party ceases to do business, or otherwise terminates its business operations or if such there is a material change in control of the other; or (ii) if the other party fails to satisfy its breaches any material obligations, which shall include but are not limited to, making required reports provision of this Agreement and making required payments, under this Agreement, and such party subsequently fails to cure such failure(s) breach within (a) thirty (30) days for failures to remit payment for amounts due under this Agreement and (b) ninety (90) days for all other obligations after receipt of written notice from describing the non-breaching party specifying such failure.breach; 10.3 NOBLE will have (iii) if the right other shall fail to terminate promptly secure or renew any business license, registration, permit, authorization or approval for the conduct of its business in the manner contemplated by this Agreement unilaterally with of any such business license, registration, permit, authorization or approval is revoked or suspended and not reinstated within thirty (30) days’ written notice to CERES, ; or (aiv) if CERES the other becomes insolvent or seeks protection under any bankruptcy, insolvency, receivership, trust, trust deed, creditors arrangement arrangement, composition or comparable proceeding proceeding, or if any such proceeding is instituted against CERES (and not dismissed within one hundred twenty (120) days) or (b) in case of dissolution or winding up of CERES (excluding any situation where all or substantially all of CERES’ assets, stock or business that party. 18.3 This Agreement may be terminated by the Company pursuant to which this Agreement relates are acquired by a third party (whether by sale, acquisition, merger, operation of law or otherwise)Clause 6.1(ii). 10.4 CERES may after consultation with NOBLE terminate this Agreement by written notice if in the commercially reasonable opinion of CERES the markets for the LICENSED VARIETY change or do not develop as anticipated, so as to render the production, promotion and sale of the LICENSED VARIETY uneconomical or impractical or if CERES decides to cease substantially all activities in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales of the LICENSED VARIETY, whether directly or through any SUBLICENSEES. 10.5 The parties may terminate this Agreement at any time by mutual, written agreement. 10.6 Termination of this Agreement for any reason will not relieve either party of any obligation or liability accrued under this Agreement before termination or rescind any payments made or due before termination. Paragraphs 8, 18.4 Clauses 10, 11, 13, 1412, 15, 16, 17, 18, 19 and 17 will 20 shall survive any termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and all BREEDER SEED in its possession and promptly upon harvesting, any of the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereof. 10.9 Upon termination of this Agreement, no existing SUBLICENSES granted by CERES or AFFILIATED COMPANIES to third parties shall be affected by such termination, and all such sublicenses shall remain in effect according to their terms, pursuant to the election of each SUBLICENSEE. NOBLE shall continue to be entitled to payments relating to such SUBLICENSES pursuant to this Agreement and such SUBLICENSES. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 Subject to any other rights 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 The Initial Term of this Agreement shall commence on the Effective Date and shall expire one year after such date. After the Initial Term, this Agreement may be renewed for one or more additional periods upon the written consent of both Parties to each such renewal, subject to the provisions of Sections 2.4(a) and 2.4(b). Notwithstanding any other provision in this Agreement, this Agreement may be terminated or canceled as provided in Sections 2.4(a) and 2.4(b). (a) This Agreement may be terminated for cause, as follows: (i) by MyACD, if Buyers shall fail to observe or perform any material provision contained in this Agreement if not cured within 30 days after written notice thereof has been given to Buyers by MyACD; provided, that Buyers shall not be deemed to have committed a material breach of this Agreement for failing to spend any monthly amount listed in the Enhanced Services Marketing Budget attached to this Agreement as Schedule III pursuant to Section 2.3(a) if the aggregate amount spent during the calendar quarter in which the underpayment occurs is at least 75 percent of the amount budgeted for that quarter; (ii) by Buyers, if MyACD shall fail to observe or perform any material provision contained in this Agreement if not cured within 30 days after written notice thereof has been given to MyACD by Buyers; (iii) by MyACD, if Buyers has fail to make any payments required by Sections 2.3(b) or 2.3(d) following a 30 day period to cure after written notice to Buyers; (iv) by MyACD, if Buyers fails to make any three payments required by Section 2.3(b) of this Agreement within three days of the day they were required under this Agreement; (v) by MyACD, immediately upon written notice to Buyers, if Buyers fails to abide by the restricted use or confidentiality or non-competition provisions of Sections 2.6 and 2.7 or fails to comply with any of the restrictions set forth in Section 3.4; (vi) by Buyers, immediately upon written notice to MyACD, if MyACD fails to abide by the restricted use or confidentiality provisions of Sections 2.6 or fails to comply with the restrictions set forth in Section 3.3; (vii) by either Party, immediately upon written notice, if the other Party ceases doing business as a result of dissolution, liquidation, or other causes; or (viii) by either Party, immediately upon written notice, if the other Party commence a voluntary case or becomes subject to an involuntary case or other proceeding seeking: liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in affect, or the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property; consents to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it; becomes subject to an order for relief under the bankruptcy laws as now or hereafter in effect; makes a general assignment for the benefit of creditors; or shall take any corporate action to authorize any of the foregoing. (b) After the Initial Term this Agreement may be terminated by either Party without cause by giving the other party ninety days prior written notice. (c) Upon expiration of this Agreement at the end of the Initial Term or any subsequent term, termination by MyACD under paragraphs 2.4(a)(i), (iii), (iv), (v), (vii), or (viii), or termination under Section 2.4(b), the restriction imposed on MyACD under Section 3.3, below and Buyers' rights under Section 2.1 shall terminate. Within 30 days following such termination, Buyers shall take all action reasonably required to transition and transfer management and billing of MyACD Customers to MyACD. Within 30 days following such termination, Buyers shall take all action reasonably required to transfer ownership and control to MyACD of the MyACD System Equipment, together with such additional items of equipment that the Parties determine are reasonably required to maintain the functionality of the hardware systems required to deliver Enhanced Services to customers as of the date of termination, together with a payment equal to 44.6 percent of the depreciated value of such equipment as of the date of termination. Upon such termination Buyers shall be entitled to (i) continue sales and provisioning of Enhanced Services to New Customers purchasing Enhanced Services prior to the date of termination, and (ii) offer and sell, on a non-exclusive basis, Enhanced Services provided by MyACD to New Customers, and additional customers after termination for a period of five years following termination (the "Wholesale Service Period"). For purposes of selling and provisioning Enhanced Services to customers after termination pursuant to this Section, the terms of the Wholesale Services Agreement between the Parties dated May 29, 2002 shall apply with the pricing terms amended to the pricing terms set forth on Schedule V to this Agreement. Buyers shall be granted a credit on post termination payment obligations to MyACD under the Wholesale Service Agreement in the amount of the wage and salary costs incurred by Buyers prior to termination that are directly attributable to development work on the Enhanced Services, not to exceed $400,000. This credit shall be applied in monthly installments to offset 20 percent of the monthly line fees due to MyACD under the terms of the Wholesale Services Agreement. Buyers shall not offer, provide or sell any services that are the same as or similar to the Enhanced Services to any customer receiving Enhanced Services as of the date of termination under this paragraphSection 2.4(c) for a period of five years following the date of termination, this Agreement and shall have not offer, provide or sell any services that are the same as or similar to the Enhanced Services to any customer who purchases or receives Enhanced Services after the date of termination for a term equal to: (a) on a jurisdiction-by-jurisdiction basis, the term period 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) three years from the date such customer first began using Enhanced Services. Buyers shall not offer, provide or sell any services that are the same as or similar to the Enhanced Services to any customer not receiving Enhanced Services as of the first sale date of a LICENSED VARIETY termination under this Section 2.4(c) during the Non-competition Period defined in Section 2.7(c) below; provided, however, if in any given calendar month after termination the payments from Buyers to MyACD under the Wholesale Service Agreement are $125,000 or more before offsets and credits provided herein, then in the following calendar month Buyers is entitled to sell other interactive voice response products and services that are similar to Enhanced Services to such jurisdictioncustomers, so long as such other interactive voice response products and services are not: (i) based on or derived from the Intellectual Property, (ii) do not use real-time or near real-time data other than caller input, (iii) do not use data specific to any individual, (iv) do not use data or information stored outside of Buyers' owned or leased network facilities, (v) do not in any way duplicate the functionality of automatic contact distribution, and (vi) are not built, scripted, directed, or edited by the customer in any way that is similar to the Intellectual Property. MyACD shall be entitled to purchase long distance service from Buyers, billed by Buyers directly to MyACD customers, at the rate paid by Buyers to the underlying long distance provider plus 15 percent. In the event that MyACD utilizes gateways provided by Buyers, MyACD shall pay an additional 10 percent of long distance costs for those long distance services that terminate on Buyers' gateway equipment. 10.2 Each party shall have the right to terminate this Agreement unilaterally by giving written notice (d) Upon termination 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 Buyers under paragraphs 2.4(a)(ii), (vi), (vii), or (viii), the restriction imposed on Buyers under Section 3.4, below, and Buyers' obligations under Sections 2.3 and 2.7 shall terminate. Within 30 days following such termination, Buyers shall take all action reasonably required to transition and transfer management and billing of MyACD Customers to MyACD. Upon such termination Buyers shall be entitled to (i) continue sales and provisioning of Enhanced Services to New Customers purchasing Enhanced Services prior to the date of termination, and (ii) offer and sell Enhanced Services provided by MyACD to New Customers and additional customers after termination for a period of five years following termination. For purposes of selling and provisioning Enhanced Services to customers after termination pursuant to this Section, the terms of the Wholesale Services Agreement between the Parties dated May 29, 2002 shall apply with the pricing terms amended to the pricing terms set forth on Schedule V to this Agreement. Buyers shall be granted a credit on post termination payment obligations to MyACD under the Wholesale Service Agreement 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 amount of the LICENSED VARIETY uneconomical or impractical or if CERES decides wage and salary costs incurred by Buyers prior to cease substantially all activities termination that are directly attributable to development work on the Enhanced Services, not to exceed $400,000. This credit shall be applied in SWITCHGRASS; provided however, CERES shall terminate its promotion, marketing and sales monthly installments to offset 20 percent of the LICENSED VARIETYmonthly line fees due to MyACD under the terms of the Wholesale Services Agreement. For all Enhanced Services sold or provided under the Wholesale Service Agreement after termination under this Section 2.4(d), whether MyACD shall be entitled to purchase long distance service from Buyers, billed by Buyers directly or through any SUBLICENSEESto MyACD customers, at the rate paid by Buyers to the underlying long distance provider plus 15 percent. In the event that MyACD utilizes gateways provided by Buyers, MyACD shall pay an additional 10 percent of long distance costs for those long distance services that terminate on Buyers' gateway equipment. 10.5 The parties may terminate (e) Upon termination of this Agreement at the end of the Initial Term or any subsequent term, termination by MyACD under paragraphs 2.4(a)(i), (iii) (iv), (v), (vii), or (viii), or termination under Section 2.4(b), Buyers shall return to MyACD or destroy all Confidential Information in Buyers' possession, custody or control. Within 30 days following such termination, Buyers shall take all action reasonably required to transition and transfer management and billing of MyACD Customers to MyACD. Over the 90-day period following the date of such termination Buyers shall, at the election of MyACD, (i) provide and make available to MyACD during normal business hours the full time services of two senior software engineers that are under employment with Buyers to perform services in transitioning the delivery of Enhanced Services from Buyers' Internet network to an independent Internet network, or (ii) pay monthly to one or more independent contractor software engineers engaged by mutual, written agreementMyACD to transition the delivery of Enhanced Services from Buyers' Internet network to an independent Internet network a monthly amount not to exceed the total monthly compensation (including all costs associated with all benefits) paid by Buyers to the two most senior software engineers employed by it. 10.6 Termination (f) MyACD agrees and acknowledges that Buyers will incur substantial costs and expenses to establish the infrastructure necessary to manage the Enhanced Services as provided in this Agreement. Therefore, within 30 days following termination of this Agreement MyACD shall pay to Buyers as reimbursement for any reason will not relieve either party such expenses a liquidated amount equal to the number of any obligation or liability accrued under payments made by Buyers to MyACD during the term of this Agreement before termination or rescind any payments under Section 2.3(b) multiplied by $11,275. The obligation of MyACD to make this reimbursement payment shall be suspended until MyACD receives the payment for its common stock contemplated by the Stock Purchase Agreement of even date herewith to which MyACD is a party and shall terminate if payment is not made or due before termination. Paragraphs 8, 10, 11, 13, 14, 15, 16, and 17 will survive any to MyACD under the Stock Purchase Agreement within 120 days following termination of this Agreement. Buyers agrees that MyACD is entitled to offset the amount payable under this Section 2.4(f) against the payment of 44.6 percent of the depreciated value of equipment payable to MyACD by Buyers under Section 2.4(c). 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 (g) For 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 purposes of this Agreement, no existing SUBLICENSES granted by CERES "immediately" shall mean three days after the postal date of a written notice or AFFILIATED COMPANIES to third parties shall be affected by such terminationthe delivery date of a courier mail company, 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 SUBLICENSESwhichever comes first. 10.10 Termination of this Agreement shall not prevent: (a) NOBLE from recovering any royalties due as of termination; and (b) either party from obtaining a remedy for any breach of the provisions of this Agreement.

Term and Termination. 10.1 13.1 Subject to any other rights of earlier termination under as provided in this paragraphSection 13, this Agreement shall have be for a term equal to: of Five (a5) 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 jurisdictionyears. 10.2 Each 13.2 Either party shall have the right to terminate this Agreement unilaterally by giving written notice of termination to the other party if such immediately upon the occurrence of the following: 13.2.1 The bankruptcy or insolvency of the other party, or the commencement of any proceedings by or against the other party fails seeking receivership, trusteeship, bankruptcy, reorganization, assignments for the benefit of creditors or similar proceedings. 13.2.2 Failure of the other party to satisfy its cure any material obligations, which breach (a failure by AngioDynamics to purchase the minimum requirements of each Product shall include but are not limited to, making required reports and making required payments, under be deemed a material breach for purposes of this Agreement, and such party subsequently fails to cure such failure(s) of this Agreement within 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 of such breach. In the non-breaching party specifying such failure. 10.3 NOBLE will event ANGIODYNAMICS purchases Sixty percent (60%) or less of its minimum requirement for any Product, ANGIODYNAMICS shall lose its exclusivity rights, if any, to that Product. Furthermore, in the event ANGIODYNAMICS purchases Forty percent (40%) or less of its minimum requirement for any product, MEDCOMP shall have the right to terminate this Agreement unilaterally with thirty (30) days’ right, upon written notice to CERESANGIODYNAMICS, (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 cancel this Agreement relates are acquired by a third party (whether by saleas to such Product and make any arrangements MEDCOMP believes is appropriate, acquisitionin its sole and absolute discretion, merger, operation of law to sell such Product through other individuals or otherwise))entities. 10.4 CERES may after consultation with NOBLE terminate this Agreement by 13.2.3 Upon the mutual written notice if in the commercially reasonable opinion consent 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 SUBLICENSEESboth parties. 10.5 The parties 13.3 ANGIODYNAMICS may terminate this Agreement at immediately, if MEDCOMP, for any time by mutualreason, written agreementis unable to supply Products that meet the product Specifications to ANGIODYNAMICS for a period of Ninety (90) days. 10.6 Termination 13.4 Upon termination of this Agreement Agreement, for any reason will other than ANGIODYNAMICS’ failure to pay for the Products, MEDCOMP shall honor ANGIODYNAMICS’ orders that were placed prior to the effective date of termination and ANGIODYNAMICS shall pay for such orders and make any other payments due to MEDCOMP pursuant to the terms of this Agreement. Notwithstanding that ANGIODYNAMICS’ rights to purchase the Products for distribution and sale have ceased, ANGIODYNAMICS shall be entitled to sell or otherwise dispose of the Products then remaining in its inventory. 13.5 Termination of the Agreement shall not relieve relieve, nor be construed as relieving, either party of any obligation or liability accrued under to the other party arising out of, or in connection with, such party’s breach of, or failure to perform, any covenant, agreement or duty contained in or pursuant to this Agreement before termination or rescind any payments made or due before terminationAgreement. It is expressly agreed that Paragraphs 87 and 9 shall survive until all products are sold from inventory by ANGIODYNAMICS, 10paragraph 15 shall survive in accordance with the terms of that paragraph, 11, 13, and paragraphs 14, 15, 16, 16 and 17 will 18 hereof shall survive any the termination of this Agreement. 10.7 Upon termination by CERES pursuant to Paragraph 10.2, NOBLE will promptly deliver to CERES any and 13.6 If all BREEDER SEED in its possession and promptly upon harvesting, any of minimums are met per this Agreement the aforementioned seed from plants which are in the field on the termination date, and NOBLE will grant CERES access to facilities and fields under its control for the purpose of collecting germplasm of the LICENSED VARIETIES other than seed. 10.8 Termination terms of this Agreement shall not affect the rights and obligations of the parties accrued prior to termination hereofcontract will be extended for an additional five-year term. 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.