exhibit 10. 31 [ * * * ] = certain confidential information contained in this document, marked by brackets, has been omitted because it is both not material and would likely be competitively harmful if publicly disclosed. termination agreement this termination agreement ( “ agreement ” ) is by and among pioneer hi - bred international, inc., an iowa corporation ( “ pioneer ” ) ; and s & w seed company, a nevada corporation ( “ s & w ” ). whereas, pioneer and s & w entered into a series of agreements whereby pioneer sold certain assets related to alfalfa to s & w and entered into certain ongoing relationships relating to alfalfa research, production, and distribution ; whereas, pioneer and s & w want to terminate many of the agreements and obligations relating to alfalfa ; and whereas, the parties contemporaneously are entering into a license agreement whereby s & w is providing pioneer certain rights relating to certain alfalfa varieties ; now, therefore, pioneer and s & w agree as follows : 1. definitions. 1. 1. definitions. 1. 1 two entities are “ affiliates ” if one of them, directly or indirectly, whether through one or more intermediaries, controls the other, or both of them are, directly or indirectly, whether through one or more intermediaries, controlled by the same entity. 1. 1 1. 1 two entities are “ affiliates ” if one of them, directly or indirectly, whether through one or more intermediaries, controls the other, or both of them are, directly or indirectly, whether through one or more intermediaries, controlled by the same entity. 1. 2 “ control, ” “ controls, ” “ controlled by, ” and “ under common control ” shall mean ( a ) the ownership, directly or indirectly, whether through one or more intermediaries, of fifty percent ( 50 % ) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent ( 50 % ) or more of the equity interest in the case of any other type of legal entity, ( b ) status as a general partner in any partnership, or ( c ) any other arrangement by which an entity has, directly or indirectly, the power to direct or cause the direction of the management and policies of another entity. 1. 2 1. 2 “ control, ” “ controls, ” “ controlled by, ” and “ under common control ”