Manufacturing Agreement

Exhibit 10.ii.pp

MANUFACTURING AGREEMENT

Agreement made between MOSAIC FERTILIZANTES DO BRASIL S/A , a corporation with facilities at Rodovia Domenico Rangoni, without number, km. 62.5- Paie7aguera, Cubate3o/SP, enrolled with the Corporate Taxpayer Register under number CNPJ/MF 61.156.501/0021-08, hereinafter referred to as MOSAIC and hereby represented by its legal representatives, and AGRIBRANDS PURINA DO BRASIL LTDA. , a corporation duly organized with branch offices at Rodovia Campinas/Paulednia, km. 122, Bairro Betel, Paulednia/SP, enrolled with the Corporate Taxpayer Register under number CNPJ/MF nba 02.391.178/0002-17, hereinafter referred to as AGRIBRANDS and hereby represented by its legal representatives, the said parties hereto agree as follows: 1. OBJECT

1.1. MOSAIC shall manufacture for and in the name of AGRIBRANDS , at its facility located in the above mentioned address, the products listed on Attachment 1 hereof, and such list may have items added to or deleted from it, at the Parties discretion; 1.1.1. In addition to industrializing the products, MOSAIC covenants to:

a) sell the necessary raw-materials to manufacture the products according to their respective formulas, except for the premix and package, pursuant to item 1.3 hereof;

b) send, at AGRIBRANDS expense and to its order, the finished packaged products to the locations informed by AGRIBANDS . 1.2. MOSAIC attests being duly authorized and with capacity to, pursuant to the laws in force, industrialize the products hereunder; 1.3. AGRIBRANDS shall supply MOSAIC with the formulation, premix and the package required to manufacture and deliver the products ordered. MOSAIC shall supply the remaining necessary raw-materials that are part of the formulas to manufacture the products supplied by AGRIBRANDS , using the ingredients contained in such formulas;

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1.4. MOSAIC shall guarantee the monthly production of the products listed in Attachment 1, based on the volume agreed between the Parties;

1.5. The products shall only be produced by MOSAIC upon receiving an order from AGRIBRANDS , which shall be placed on a weekly basis, showing the product description, quantity to be produced and the location where such finished packaged products shall be shipped to. A weekly schedule shall be sent to MOSAIC with at least five (5) days in advance by e-mail, facsimile, wire or letter;

1.6. AGRIBRANDS shall bear the freight cost for the shipment of the finished products to it, and MOSAIC shall hire the freight;

2. PRICE, PAYMENT, ADJUSMENTS

2.1. The manufacturing price to be paid by AGRIBRANDS to MOSAIC shall be set at each order, on a per ton basis of products manufactured and packaged, and the respective value shall be paid in the subsequent month to the due date, upon presentation of the pertaining fiscal documents by MOSAIC ;

2.2. In the event AGRIBRANDS delays a payment, AGRIBANDS shall incur a two (2%) per cent penalty on the invoiced value and interests permitted by law;

2.3. The parties hereto may review the prices, provided that any changes involving the manufacturing costs have taken place;

3. OBLIGATIONS 3.1. MOSAIC undertakes full responsibility for the quality assurance of the formulated, manufactured and packaged products, as long as any problems in the products result from production, raw-materials or package made by MOSAIC ;

3.2. It is the obligation of MOSAIC , extended to its assigns, employees and outsourced personnel involved in the performance of this agreement, to keep absolute confidentiality during the term of this agreement and after the termination thereof, in regard to formulas, know-how and information obtained from AGRIBANDS , subject to being liable for damages, loss of profits and other suitable claims. MOSAIC covenants to use the formulas, know-how and information received from AGRIBRANDS only for the businesses hereunder;

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3.3. Technical information and other data on the products shall only be made available to the assigns, employees and outsourced personnel designated by MOSAIC, whom are directly engaged in the manufacturing process;

3.4. As MOSAIC has direct access to AGRIBRANDS information, MOSAIC itself, and its outsourced personnel, assigns and employees covenant to the following:

a) to safeguard and protect the information, using it only to present data to AGRIBANDS itself, in strict compliance with legal rules and AGRIBANDS guidelines;

b) not using, disclosing or communicating confidential information or any trade secrecy belonging to AGRIBANDS, either during the term of this agreement made between the parties hereto or after termination thereof; c) to use the information received from AGRIBRANDS only for the business purposes hereunder;

d) upon termination of this agreement for any reason whatsoever, MOSAIC undertakes to immediately return to AGRIBANDS any and all the formulas, manuals, instructions and guidelines received during the term of this agreement and it is, as of now, restrained from using such formulas, manuals, instructions and guidelines for its own benefit, or to release them to third parties at a ...