CONFIDENTIAL

JOINT DEVELOPMENT AND JOINT MARKETING AGREEMENT

This Joint Development and Joint Marketing Agreement (the Agreement) is entered into as of May 6, 2002 (the Effective Date) by and between METAMORPHIX, INC., a Delaware corporation, having a place of business at 8510A Corridor Road, Savage, Maryland 20763 (MMI) and EXCEL CORPORATION, a Delaware corporation and a subsidiary of Cargill, Incorporated, having a place of business at 151 North Main Street, Wichita, Kansas 67202 (Excel), and CARGILL, INCORPORATED, a Delaware corporation, through its Caprock business unit, having a place of business at 15407 McGinty Road West, Wayzata, Minnesota 55391 (Caprock)(Excel and Caprock may be collectively referred to herein as the The Cargill Entities), each hereinafter individually referred to as the Party and collectively as the Parties.

Recitals

     WHEREAS, MMI has developed and licensed in resources and expertise in the areas of on-line information, discovery sciences, discovery services, and agricultural products that are based on MMIs generation, integration, and analysis of biological information and that enable agricultural research and discoveries by the members of the agriculture industry and research community; and

     WHEREAS, Excel is engaged in the business of processing cattle and other livestock into various meat and animal-derived products, and the sale of such products; and

     WHEREAS, Caprock is engaged in the business of raising and feeding beef cattle; and

     WHEREAS, The Cargill Entities, subject to the terms and conditions of this Agreement, desire to have MMI perform the discovery services as described in this Agreement for them, and MMI desires to obtain certain information and data from The Cargill Entities as described in this Agreement; and

     WHEREAS, The Cargill Entities and MMI intend to work together toward jointly developing and jointly commercializing products through the utilization of the discovery services, information, and data that are the subject of this Agreement; and

     WHEREAS, MMI, subject to the terms and conditions of this Agreement, is willing to perform the discovery services as set forth in this Agreement for The Cargill Entities, and The Cargill Entities, subject to the terms of this Agreement, are willing to provide MMI with the information and data as set forth in this Agreement.

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CONFIDENTIAL

Agreement

     NOW, THEREFORE, the Parties agree, covenant, represent, and warrant as follows:

1 DEFINITIONS

For purposes of this Agreement, each capitalized term used shall have the meaning assigned to it in Exhibit A or otherwise in this Agreement.

2 PERFORMANCE AND GOVERNANCE OF THE WORK PLAN

2.1

Primary Contacts and Steering Committee. The Parties shall form a six (6) person steering committee (the Steering Committee) to monitor the research and development activities under this Agreement and perform the functions as provided below. MMI and The Cargill Entities each shall appoint three (3) representatives to serve on the Steering Committee, and each shall designate one of its representatives to be the primary contact between them and to serve as the co-chairs of the Steering Committee. These primary contacts shall be responsible for day-to-day communication between the Parties and for preparing and retaining summaries of all communications for at least three (3) years after the date of Complete Delivery. Each Party may substitute any or all of its representatives to the Steering Committee upon written notice to the other Party. Prior written notice (of at least three (3) days and to all members) must be given of all meetings (whether held in person or by telephone conference), at least four (4) members of the Steering Committee must be present to constitute a quorum, and any decisions, recommendations, or other authorized actions of the Steering Committee shall be made only by a majority vote of all six members of the Committee (i.e., by at least four (4) members voting in the affirmative).

2.1.1

The Steering Committee shall:

	(a)	Monitor issues relating to the Work Plan (which is attached to this Agreement as Exhibit B and incorporated by reference herein) and to the Joint IP.
	(b)	Monitor, discuss, and make recommendations on matters relating to Joint IP (including, but not limited to, the advisability of filing a patent upon any specific association or other item of Joint IP);
	(c)	Assess the research requirements, time frames, and work prioritization of the Work Plan. The Steering Committee shall have the authority to extend any deadlines or time frames under the Work Plan by no more than sixty (60) days. Should either Party seek an extension beyond 60 days, it must be approved in writing

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CONFIDENTIAL

by the Chief Executive Officer of MMI (or his authorized designee) and the designated Business Manager for The Cargill Entities.

 

	(d)	Meet following the completion or purported completion of each Part of the Work plan, within 30 days following delivery by MMI to The Cargill Entities of the required Deliverable(s) applicable to such Part of the Work Plan, to (1) discuss and assess the Deliverable(s), and (2) make a recommendation as to whether or not the Parties should proceed to the next Part of the Work Plan. In the event that the recommendation of the Steering Committee is to proceed to the next Part of the Work Plan, the Parties shall so proceed. In the event that the Steering Committee recommends that the Parties not proceed to the next Part or in the event that the Steering Committee cannot reach a majority vote on the issue, the Parties shall follow the procedure set forth in Section 12.12.

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