0000950123-11-090127 Sample Contracts

Master Research Agreement
Master Research Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • Delaware

THIS AGREEMENT is made this 19 day of May, 2006 (“Effective Date”), by and between THE SAMUEL ROBERTS NOBLE FOUNDATION, INC. (“NOBLE”), an Oklahoma nonprofit corporation, and CERES, INC., a Delaware corporation (“CERES”).

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Collaboration Agreement between Institute of Grassland and Environmental Research and Ceres, Inc.
Collaboration Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • New York

Miscanthus is an unimproved plant species with great potential as an energy crop. [***] has not yet been fully [***] and characterized. Miscanthus species are capable of [***] with [***] — a characteristic that has long been exploited in [***] where Miscanthus [***] is used to [***]. The use of Miscanthus for biomass is a relatively new area, thus initial [***] and evaluation of [***] may discover lines already suited to the [***] market, and will certainly provide the base for the [***] needed to develop [***] into dedicated bioenergy crops. This [***] programme will employ traditional methodology to [***] and [***] for [***] of interest. Molecular markers will be developed to assist identification of [***] and expedite development of elite lines. Major [***] of interest include increased biomass [***], altered [***] for improved [***] to [***], [***] and [***] suitable to produce [***] ([***]) [***].

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LICENSE AGREEMENT FOR NF/GA002
License Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • Delaware

THIS AGREEMENT is made this 1st day of September 2009 (“Effective Date”), by and between THE SAMUEL ROBERTS NOBLE FOUNDATION, INC. (“NOBLE”), an Oklahoma nonprofit corporation, and CERES, INC., a Delaware corporation (“CERES”).

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COLLABORATION AGREEMENT
Collaboration Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • California

This Agreement is made effective November 15, 2007 (the “Effective Date”) by and between Ceres, Inc., a Delaware corporation with principal offices at 1535 Rancho Conejo Blvd., Thousand Oaks, CA 91320, hereinafter “Ceres,” and the Institute of Crop Sciences of the Chinese Academy of Agricultural Sciences, 12 South Zhongguanchun Street, Haidian District, Beijing 100081, People’s Republic of China, hereinafter “ICS.”

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LINE LICENSE AGREEMENT Between Ceres, Inc. and The Texas A&M University System
Line License Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • Texas

This agreement (“Agreement”) is made and entered into by and between Ceres, Inc., a corporation with principal offices in Thousand Oaks, California, (“LICENSEE”) and The Texas A&M University System with principal offices in College Station, Texas, (“SYSTEM”), an agency of the State of Texas, collectively referred to as “Parties” and individually as “Party.”

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Contract
Warrant Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • Delaware

THIS WARRANT AND THE SECURITIES FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, IN ITS SOLE DISCRETION, TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPA

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EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops

This Exclusive License Agreement (Agreement), effective as of this day of November 1, 2001 (the “Effective Date”), is by and between Cambridge University Technical Services Ltd., an English limited company (“CUTS”) and Ceres, Inc. (“Ceres”), a Delaware corporation, having a principal place of business at 3007 Malibu Canyon Road, Malibu, California 90265.

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EVALUATION, PRODUCTION AND LICENSE AGREEMENT
Evaluation, Production and License Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • Delaware

THIS AGREEMENT is made this 19th day of May, 2006 (“Effective Date”), by and between THE SAMUEL ROBERTS NOBLE FOUNDATION, INC. (“NOBLE”), an Oklahoma nonprofit corporation, and CERES, INC., a Delaware corporation (“CERES”).

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CONVERTIBLE NOTE PURCHASE AGREEMENT
Convertible Note Purchase Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • New York

per share of Common Stock are subject to adjustment from time to time as provided in Section 10 below. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

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AMENDED AND RESTATED INTELLECTUAL PROPERTY RIGHTS AGREEMENT between Ceres, Inc. and The Texas A&M University System
Intellectual Property Rights Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • Texas

This Amended and Restated Intellectual Property Rights Agreement (“Agreement”) is made and entered into by and between Ceres, Inc., a corporation with principal offices in Thousand Oaks, California, a Delaware corporation (“CERES”) and The Texas A&M University System (“SYSTEM”), an agency of the State of Texas, collectively referred to as “Parties” and individually as “Party.” Capitalized terms used but not defined in this Agreement have the meanings set forth in the ARSRA (as defined below).

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AMENDED AND RESTATED SPONSORED RESEARCH AGREEMENT BETWEEN CERES, INC. and TEXAS AGRILIFE RESEARCH
Sponsored Research Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • Texas

This Amended and Restated Sponsored Research Agreement (“Agreement”) is made and entered into as of September 24, 2011 (the “Effective Date”) by and between Ceres, Inc., a corporation with principal offices in Thousand Oaks, California, a Delaware corporation (“CERES”) and Texas AgriLife Research (“AGRILIFE”) with principal offices in College Station, Texas, a member of The Texas A&M University System (“TAMUS”), an agency of the State of Texas. CERES and AGRILIFE are collectively referred to as “Parties” and individually as a “Party.”

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EXCLUSIVE CONSULTANCY AGREEMENT
Exclusive Consultancy Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • California
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CERES, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • California

AGREEMENT made this ____ day of ________________ ____, by and between Ceres, Inc., a Delaware corporation, and ________________, Optionee under the Corporation’s 2000 Stock Option/Stock Issuance Plan, as amended and restated on August 4, 2006.

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Contract
Warrant Agreement • October 14th, 2011 • Ceres, Inc. • Agricultural production-crops • Delaware

THIS WARRANT AND THE SECURITIES FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF THIS WARRANT MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER, IN ITS SOLE DISCRETION, TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPA

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