Exhibit 10.28
 *** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 17 C.F.R. §§ 200.80(b)(4)
and 203.406
 STANDARD EXCLUSIVE LICENSE AGREEMENT  Agreement No: A10176
  Section 1
    
    DefinitionsSection 2
    
    GrantSection 3
    
    Due DiligenceSection 4
    
    PaymentsSection 5
    
    Certain Warranties and Disclaimers of UFRFSection 6
    
    Record KeepingSection 7
    
    Patent ProsecutionSection 8
    
    Infringement and InvaliditySection 9
    
    Term and TerminationSection 10
    
    AssignabilitySection 11
    
    Dispute Resolution ProceduresSection 12
    
    Product Liability; Conduct of BusinessSection 13
    
    Use of NamesSection 14
    
    MiscellaneousSection 15
    
    NoticesSection 16
    
    Contract Formation and AuthoritySection 17
    
    United States Government InterestsSection 18
    
    ConfidentialitySection 19
    
    University Rules and Regulations
 
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Section 1 Definitions
 1.1
    
    Licensed Patents means all of the following UFRF intellectual property:
 1.1.1
    
    the United States Provisional Patent Application
number 61/416,002 entitled Engineering Thermotolerant Bacillus coagulans
for Production of D(-)-Lactic Acid filed in the United States Patent and
Trademark Office on November 22, 2010 and applications based on this
United States Provisional Application;1.1.2
    
    any and all United States and foreign patent
applications claiming priority to any of the patent(s) and patent
application(s) identified in Section 1.1.1, and1.1.3
    
    any and all patents issuing from the patent
applications identified in Section 1.1.1 and 1.1.2, including, but not
limited to, letters patents, patents of addition, divisionals,
continuations, reissues, re-examinations, extensions, restorations, and
supplementary protection certificates;all to the extent owned or controlled by the University of Florida.
 1.2
    
    Licensed Product and Licensed Process means:
 1.2.1
    
    In the case of a Licensed Product, any product or
part thereof, on a country-by-country basis, that:
 (a)
    
    is covered in whole or in part by an
issued, unexpired claim or a pending claim contained in the
Licensed Patents, in any country in which such product is made,
used, imported or sold; or(b)
    
    is manufactured by using a process
which is covered in whole or in part by an issued, unexpired claim
or a pending claim contained in the Licensed Patents, in any
country in which any such process is used or in which any such
product is used, imported or sold.
 1.2.2
    
    In the case of a Licensed Process, any process, on
a country-by-country basis:
 (a)
    
    which is covered in whole or in part
by an issued, unexpired claim or a pending claim contained in the
Licensed Patents in any country in which such process is
practiced.
 1.3
    
    Net Sales means the total dollar amount invoiced on sales of
Licensed Product and/or Licensed Processes by Licensee or Sublicensee after
deducting, if not already deducted in the amount invoiced;
 
    
    Trade and/or quantity discounts
    
    Credits on returns and allowances
    
    Outbound transportation costs paid
 Net Sales shall not include the transfer of reasonable quantities of a
Licensed Product to an Affiliate or Third Party for promotional purposes
without charge. For the purpose of calculations of royalty payment, the Net
Sales is not determined on the basis of output from the individual plants but
it is based on the aggregated annual production of Licensed Product from all
the manufacturing plants owned and, or operated either by Licensee or
Sublicensee(s) throughout the world during that year.
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1.4
    
    Permitted Deductions means: (i) funds received as consideration for equity
purchases of Licensees securities by a Sublicensee at the fair market value of
such equities, (ii) payments received by Licensee from any Sublicensee for purposes
of paying Licensee for any future research requested by the Sublicensee, for
development, testing, or engineering services actually undertaken by or for
Licensee related to any Licensed Product or Licensed Process. For greater clarity,
payment by a Sublicensee for future research expenses incurred by or for Licensee
after the Effective Date for research which has not been requested by Sublicensee
and has been conducted by Licensee as Licensees diligent pursuit of the Licensed
Patents shall not be considered a Permitted Deduction.1.5
    
    Affiliate means: (a) any person or entity which controls at
least fifty percent (50%) of the equity or voting stock of the Licensee or (b)
any person or entity fifty percent (50%) of whose equity or voting stock is owned
or controlled by the Licensee or (c) any person or entity of which at least fifty
percent (50%) of the equity or voting stock is owned or controlled by the same
person or entity owning or controlling at least fifty percent (50%) of Licensee
or (d) any entity in which any officer or employee is also an officer or employee
of Licensee or any person who is an officer or employee of Licensee.1.6
    
    Patent Challenge means a challenge to the validity,
patentability, and/or enforceability of any of the Licensed Patents or otherwise
opposing any of the Licensed Patents.1.7
    
    Sublicense means, directly or indirectly, to sublicense, grant
any other right with respect to, or agree not to assert, any right licensed to
Licensee under this Agreement.1.8
    
    Sublicensee means any Affiliate or Third Party to whom Licensee
grants a Sublicense.1.9
    
    Development Plan means a written report summarizing the
development activities that are to be undertaken by the Licensee to bring
Licensed Products and/or Licensed Processes to the market. The Development Plan
is attached as Appendix A.1.10
    
    Development Report means a written account of Licensees
progress under the Development Plan having at least the information specified on
Appendix B to this Agreement, and shall be sent to the address specified on
Appendix B.1.11
    
    Licensed Field shall mean the practice of the Licensed Process
for the production of lactic acid and all of its derivatives thereof and the use
of lactic acid and its derivatives for all purposes..1.12
    
    Third Party shall mean any person or entity other than a Party to
this Agreement or an Affiliate of a Party to this Agreement.1.13
    
    Licensed Territory shall be worldwide.
 Section 2 Grant
 2.1
    
    License
 2.1.1
    
    License under Licensed Patents
Subject to the terms of this agreement, UFRF hereby grants to Licensee a
royalty-bearing,
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exclusive license, limited to the Licensed Field and the Licensed
Territory, under the Licensed Patents to make, have made, develop, use, lease,
import, export, offer to sell, sell and have sold Licensed Products and Licensed
Processes. This grant of exclusive license shall allow the making, using and
selling of Licensed Products and/or Licensed Processes by tolling facilities
owned and operated by Third Parties under a written agreement with the Licensee
or Sublicensee(s). UFRF reserves to itself and the University of Florida the
right under the Licensed Patents to make, have made, develop, import and use
Licensed Products and Licensed Processes solely for their internal research,
clinical and educational purposes. In addition, UFRF reserves to itself, as
well as to the University of Florida and to all non-profit research institutions
(which other non-profit research institutions shall have no right to grant
further Sublicenses), the right to use materials that might be covered under
Licensed Patents solely for their internal research, educational, and clinical
purposes and to meet all applicable governmental requirements governing the
ability to transfer materials.
 2.2
    
    Sublicense
 2.2.1
    
    Licensee may grant written Sublicenses to Affiliates
on prior notice to UFRF. Licensee may grant written Sublicense to Third
Parties subject to UFRF prior review and consent which review and consent
shall not be unreasonably withheld or delayed. However, Licensee shall
notify UFRF of the initiation of license negotiations with all potential
Sublicensees. Any agreement granting a Sublicense shall state that the
Sublicense is subject to the terms and condition of this Agreement and to
the termination of this Agreement. Licensee shall have the same
responsibility for the activities of any Sublicensee or Affiliate as if the
activities were directly those of Licensee. Licensee shall also include
provisions in all Sublicenses to provide that in the event that Sublicensee
brings a Patent Challenge against UFRF or assists another party in bringing
a Patent Challenge against UFRF (except as required under a court order or
subpoena) then Licensee may terminate the rights of Sublicensee with
respect to the Licensed Patent that is the subject of the Patent Challenge
within thirty (30) days.2.2.2
    
    In respect to Sublicenses granted by Licensee under
Section 2.2.1, Licensee shall pay a royalty on Net Sales according to
Section 4.3. In addition, Licensee shall pay UFRF (subject to Permitted
Deductions provided that fair and commercially reasonable Sublicense fees
are paid to UFRF in conjunction with such
transaction) [...***...] of any fees or other payments in consideration
for any rights granted under a sublicense and such payments are not
based directly upon the amount or value of Licensed Products sold by
Sublicensee (Fees) up to [...***...]; [...***...] of any Fees between
[...***...] and [...***...]; and [...***...] of Fees above [...***...].
Licensee shall not receive from Sublicensee anything of value in lieu
of cash payments in consideration for any Sublicense under this
Agreement without the express prior written permission of UFRF.2.2.3
    
    Licensee shall provide UFRF with a final unredacted
copy of each Sublicense agreement and any agreement which transfers
intellectual property rights granted hereunder, within thirty (30) days
after the execution of the Sublicense agreement and further agrees to
forward to UFRF annually a copy of such reports received by Licensee from
its Sublicensees pertinent to the payments under said Sublicense
agreements.
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2.2.4
    
    If Licensee is either unable or unwilling to serve or develop a
potential market or market territory for which there is a company willing
to be a Sublicensee, Licensee will, at UFRFs request, negotiate in good
faith a Sublicense with any such Sublicensee.2.2.5
    
    If (i) Licensee or any of its Affiliates brings a
Patent Challenge against UFRF, or (ii) Licensee or any of its Affiliates
assists another party in bringing a Patent Challenge against UFRF (except
as required under a court order or subpoena), and (iii) UFRF does not
choose to exercise its rights to terminate this Agreement pursuant to
Section 9.3 then, in the event that such a Patent Challenge is successful,
Licensee will have no right to recoup any consideration, including
royalties, paid during the period of challenge.2.2.6
    
    In the event that a Patent Challenge is unsuccessful,
Licensee shall reimburse UFRF for all reasonable legal fees and expenses
incurred in its defense against the Patent Challenge.
 Section 3 Due Diligence
 3.1
    
    Development
 3.1.1
    
    Licensee agrees to and warrants that:
 (a)
    
    it has, or will obtain, the expertise
necessary to independently evaluate the inventions of the Licensed
Patents;(b)
    
    it will establish and actively and
diligently pursue the Development Plan (see Appendix A ) to the
end that the inventions of the Licensed Patents will be utilized
to provide Licensed Products and/or Licensed Processes for sale in
the retail market within the Licensed Field;(c)
    
    it will diligently develop markets
for Licensed Products and Licensed Processes;(d)
    
    and, until the date of first
commercial sale of Licensed Products or Licensed Processes, it
will supply UFRF with a written Development Report annually
fifteen (15) days after the end of the calendar year (see Appendix
B ).
 3.1.2
    
    Licensee agrees that the first commercial sale of
products to the retail customer shall occur on or before May 31, 2016 or
UFRF shall have the right to terminate the Agreement pursuant to Section
9.3 hereto. In addition, Licensee will meet the milestones shown in
Appendix D or UFRF shall have the right to terminate the Agreement
pursuant to Section 9.3. Licensee will notify UFRF in writing as each
milestone is met.3.1.3
    
    Licensee agrees that three years after the
Effective Date of this Agreement the Licensee will have achieved one of
the following milestones: a) Completion of at least one Sublicense for
rights under the Licensed Patents or Licensed Process or b) Production of
10 Kilogram sample quantities of the Licensed Products by the Licensee.
If neither of these milestones is met by the License, then the Licensee
shall pay UFRF [...***...] for a one-time, non-refundable, 2-year
extension to meet either milestone. Failure to meet either milestone
after the 2-year extension is a material breach of this Agreement and
grounds for termination pursuant to Section 9.3 hereto.
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3.1.4
    
    Upon written request by Licensee to negotiate extensions of any
milestones or due dates set forth in Appendix D, such request to be
received by UFRF no less than ninety (90) days prior to any of the due
dates subject of such request, set forth in this Section 3.1.4, such
request fully describing Licensees diligent efforts to achieve the
milestone required to be met by such due date, UFRF shall consider in
good faith such requests. Upon granting such request, UFRF and Licensee
shall negotiate such extensions in good faith.
 Section 4 Payments
 4.1
    
    License Issue FeeLicensee agrees to pay to UFRF a license issue fee of [...***...], within thirty
(30) days of the Effective Date.4.2
    
    Annual License Maintenance FeeLicensee will pay an annual license maintenance fee of [...***...], each year on
the anniversary of the Effective Date of this Agreement. The annual license
maintenance fee is payable until the first commercial sale of a Licensed Product
or Licensed Process, after which time minimum royalties instead of the annual
license maintenance fee will be due.4.3
    
    Royalty
 4.3.1
    
    Royalty on Licensed Patents: Licensee agrees to
pay to UFRF as earned royalties a royalty calculated as a percentage of
Net Sales of Licensed Products which, if not for this Agreement, would
infringe Licensed Patents. The royalty is deemed earned as of the
earlier of the date the Licensed Product and or Licensed Process
is actually sold and paid (or the date an invoice is sent by Licensee
or its Sublicensee(s). If the License Product and/or Licensed Process
is sold by the Licensee the royalty shall remain fixed while this
Agreement is in effect at the following rates based on the aggregate
annual production of Licensed Products for all manufacturing by or on
behalf of Licensee and Sublicensee(s): [...***...] of aggregate Net
Sales for the first [...***...] pounds of Licensed Product sold in a
calendar year; [...***...] of aggregate Net Sales between [...***...]
and [...***...] pounds of Licensed Product during each calendar year
and [...***...] of aggregate Net Sales over [...***...] pounds of
Licensed Product during each calendar year.
 4.3.2
    
    Amounts owing to UFRF under Sections 4.3 and 4.4
shall be paid on a quarterly basis with such amounts due and received by
UFRF on or before the thirtieth (30th) day following the end
of the calendar quarter ending on March 31, June 30, September 30 or
December 31 in which such amounts were earned.
 4.4
    
    Minimum Royalty
 4.4.1
    
    Licensee agrees to pay UFRF minimum royalty payments, as follows:
 Payment
    
    Year$[...***...]
    
    
    2017
    
    
    (or second year of commercial sales)
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$[...***...]
$[...***...]
$[...***...]
    
    2018
2019
2020
    
    and every year thereafter for the life of this Agreement.
 4.4.2
    
    The initiation of the annual minimum royalty
payment will eliminate the need for the License Maintenance Fee due under
Section 4.2.4.4.3
    
    The minimum royalty shall be paid in advance on a
quarterly basis on March 31, June 30, September 30, and December 31 for
the following quarters, for each year in which this Agreement is in
effect. Any minimum royalty paid in a calendar year will be credited
against the earned royalties for that calendar year. It is understood
that the minimum royalties will be applied to earned royalties on a
calendar year basis, and that sales of Licensed Products and/or Licensed
Processes requiring the payment of earned royalties made during a prior
or subsequent calendar year shall have no effect on the annual minimum
royalty due UFRF for other than the same calendar year in which the
royalties were earned.
 4.5
    
    Milestone PaymentsLicensee agrees to pay UFRF milestone payments within thirty (30) days of the
first achievement of such milestone, as follows:
 Event
    
    Due Date
    
    
    PaymentIssuance of US Patent
    
    
    
    
    
    $
    [...***...]Pilot scale production of Licensed Product
    
    
    
    
    
    $
    [...***...]First Commercial Sale
    
    May 31, 2016
    
    $
    [...***...]
 4.6
    
    Sublicense FeesLicensee shall pay Sublicense fees to UFRF per Section 2.2.2 of this Agreement
within thirty days (30) of the receipt of any such fees from Sublicensee.4.7
    
    Accounting for Payments
 4.7.1
    
    Any amounts which remain unpaid
after the date they are due to UFRF under this Section 4, Section
2, Section 7 or any other section of this Agreement shall accrue
interest from the due date at the rate of [...***...] per month.
However, in no event shall this interest provision be construed as
a grant of permission for any payment delays. Licensee shall also
be responsible for repayment to UFRF of any attorney, collection
agency, or other out-of-pocket UFRF expenses required to collect
overdue payments due from this Section 4, Section 4, Section 7 or
any other applicable section of this Agreement.
 4.7.2
    
    All amounts owing to UFRF under this
Agreement shall be paid in U.S. dollars to UFRF at the following
address:University of Florida Research Foundation, Inc.
223 Grinter Hall
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PO Box 115500
Gainesville, Florida 32611-5500
Attention: Business ManagerAll monies owing stated in currencies other than U.S. dollars
shall be converted at the rate shown in the Federal Reserve Noon
Valuation  Value of Foreign Currencies on the day preceding the
payment due date.
 4.7.3
    
    A certified full accounting
statement showing how any amounts payable to UFRF under Section 4
have been calculated shall be submitted to UFRF on the date of
each such payment. In addition to being certified, such
accounting statements shall contain a written representation
signed by an executive officer of Licensee that states that the
statements are true, accurate, and fairly represent all amounts
payable to UFRF pursuant to this Agreement. Such accounting shall
be on a per-country and product line, model or trade name basis
and shall be summarized on the form shown in Appendix CUFRF
Royalty Report of this Agreement.
 4.7.4
    
    In the event no payment is owed to
UFRF because the amount of minimum royalties paid has not been
exceeded or otherwise, an accounting demonstrating that fact shall
be supplied to UFRF.
 4.7.5
    
    UFRF is exempt from paying income
taxes under U.S. law. Therefore, all payments due under this
Agreement shall be made without deduction for taxes, assessments,
or other charges of any kind which may be imposed on UFRF by any
government outside of the United States or any political
subdivision of such government with respect to any amounts payable
to UFRF pursuant to this Agreement. All such taxes, assessments,
or other charges shall be assumed by Licensee.
 Section 5 Certain Warranties and Disclaimers of UFRF
 5.1
    
    UFRF warrants that, except as otherwise provided under Section 17.1
of this Agreement with respect to U.S. Government interests, it is the owner of
the Licensed Patents or otherwise has the right to grant the licenses granted to
Licensee in this Agreement. However, nothing in this Agreement shall be
construed as:
 5.1.1
    
    a warranty or representation by UFRF as to the
validity or scope of any right included in the Licensed Patents;
 5.1.2
    
    a warranty or representation that anything made,
used, sold or otherwise disposed of under the license granted in this
Agreement will or will not infringe patents of Third Parties;
 5.1.3
    
    an obligation to bring or prosecute actions or
suits against Third Parties for infringement of Licensed Patents;
 5.1.4
    
    an obligation to furnish any know-how not provided
in Licensed Patents or any services other than those specified in this
Agreement; or
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5.1.5
    
    a warranty or representation by UFRF that it will not grant
licenses to others to make, use or sell products not covered by the
claims of the Licensed Patents which may be similar and/or compete with
products made or sold by Licensee.
 5.2
    
    EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, UFRF
MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING.
UFRF ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO USE, SALE, OR OTHER
DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), OR THEIR VENDEES OR OTHER
TRANSFEREES OF PRODUCT INCORPORATING OR MADE BY USE OF INVENTIONS LICENSED UNDER
THIS AGREEMENT.
 Section 6 Record Keeping
 6.1
    
    Licensee and its Sublicensee(s) shall keep books and records
sufficient to verify the accuracy and completeness of Licensees and its
Sublicensee(s)s accounting referred to above, including without limitation,
inventory, purchase and invoice records,
manufacturing records, sales analysis, general ledgers, financial statements,
and tax returns relating to the Licensed Products and/or Licensed Processes.
Such books and records shall be preserved for a period not less than six years
after they are created or as required by federal law, both during and after the
term of this Agreement.6.2
    
    Licensee and its Sublicensee(s) shall take all steps necessary so
that UFRF may, within thirty (30) days of its written request, audit, review
and/or copy all of the books and records at a single U.S. location to verify the
accuracy of Licensees and its Sublicensee(s)s accounting. Such review may be
performed by any authorized employees of UFRF as well as by any attorneys and/or
accountants designated by UFRF, upon reasonable notice and during regular
business hours. If a deficiency with regard to any payment hereunder is
determined, Licensee and its Sublicensee(s) shall pay the deficiency within
thirty (30) days of receiving notice thereof along with applicable interest as
described in Section 4.7. If a royalty payment deficiency for a calendar year
exceeds three percent (3%) of the royalties paid for that year, then Licensee and
its Sublicensee(s) shall be responsible for paying UFRFs out-of-pocket expenses
incurred with respect to such review.6.3
    
    At any time during the term of this agreement, UFRF may request in
writing that Licensee verify the calculation of any past payments owed to UFRF
through the means of a self-audit. Within ninety (90) days of the request,
Licensee shall complete a self-audit of its books and records to verify the
accuracy and completeness of the payments owed. Within thirty (30) days of the
completion of the self-audit, Licensee shall submit to UFRF a report detailing
the findings of the self-audit and the manner in which it was conducted in order
to verify the accuracy and completeness of the payments owed. If Licensee has
determined through its self-audit that there is any payment deficiency, Licensee
shall pay UFRF the deficiency along with applicable interest under Section 4.7
with the submission of the self-audit report to UFRF.
 Section 7 Patent Prosecution
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7.1
    
    UFRF shall prosecute and maintain the Licensed Patents using counsel of its
choice. UFRF shall provide Licensee with copies of all documents sent to and
received from the United States Patent and Trademark Office and foreign patent
offices relating to Licensed Patents. Licensee agrees to keep such information
confidential.7.2
    
    Licensee shall pay to UFRF any and all expenses associated with
preparation, filing, prosecution, issuance, maintenance, defense, and reporting
of the Licensed Patents incurred prior to the Effective Date.7.3
    
    Licensee shall be responsible for and pay all costs and expenses
incurred by UFRF related to the preparation, filing, prosecution (including
interferences), issuance, maintenance, defense (including oppositions) and
reporting of the Licensed Patents subsequent to and separate of those expenses
cited in Section 7.2 within thirty (30) days of receipt of an invoice from UFRF.
It shall be the responsibility of Licensee to keep UFRF fully apprised of the
small entity status of Licensee and all Sublicensees with respect to the U.S.
patent laws and with respect to the patent laws of any other countries, if
applicable, and to inform UFRF of any changes in writing of such status, within
thirty (30) days of any such change. In the case of foreign patent protection,
if Licensee gives sixty (60) days notice that it intends to decline to reimburse
UFRF for patent expenses for any Licensed Patent in any particular country, then
the license granted hereunder respecting such Licensed Patent shall terminate
after such sixty (60) days and Licensee relinquishes the right to commercialize
Licensed Products in the specified country.
 Section 8 Infringement and Invalidity
 8.1
    
    Licensee shall inform UFRF promptly in writing of any alleged
infringement of the Licensed Patents by a Third Party and of any available
evidence thereof.8.2
    
    During the term of this Agreement, UFRF shall have the right, but
shall not be obligated, to prosecute at its own expense any such infringements of
the Licensed Patents. If UFRF prosecutes any such infringement, Licensee agrees
that UFRF may include Licensee as a co-plaintiff in any such suit, without
expense to Licensee.8.3
    
    UFRF shall diligently strive to make a decision on whether UFRF
will bring an infringement action against the alleged infringer within thirty
(30) days of being notified of any alleged infringement. If within seventy five
(75) days after having been notified of any alleged infringement, UFRF shall have
been unsuccessful in persuading the alleged infringer to desist and shall not
have brought an infringement action against the alleged infringer, or if UFRF
shall notify Licensee at any time prior thereto of its intention not to bring
suit against the alleged infringer, then, and in those events only, Licensee
shall have the right, but shall not be obligated, to prosecute at its own expense
any infringement of the Licensed Patents, and Licensee may, for such purposes,
use the name of UFRF as party plaintiff. No settlement, consent judgment or other
voluntary final disposition of the suit may be entered into without the consent
of UFRF, which consent shall not be unreasonably withheld. Licensee shall
indemnify UFRF against any order for costs that may be made against UFRF in such
proceedings.8.4
    
    In the event that a declaratory judgment action is brought against
UFRF or Licensee by a
Third Party alleging invalidity, unpatentability, unenforceability, or
non-infringement of the Licensed Patents, UFRF, at its option, shall have the
right within twenty (20) days after commencement of such action to take over
the sole defense of the action at its own
 
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expense. If UFRF does not exercise this right, and assuming that Licensee is the sole licensee of the Licensed
Patents, Licensee shall have the right, but shall not be obligated to take over
the sole defense of the action at Licensees sole expense, subject to Sections
8.5 and 8.6.
 8.5
    
    In the event that Licensee shall undertake the enforcement by
litigation and/or defense of the Licensed Patents by litigation, UFRF shall have
the right, but not the obligation, to voluntarily join such litigation,
represented by its own counsel at its own expense. Any recovery of damages by
Licensee for any such suit shall be applied first in satisfaction of any
reimbursed expenses and legal fees of Licensee relating to the suit, and next
toward reimbursement of UFRF for any legal fees, and unreimbursed expenses. The
balance remaining from any such recovery shall be divided in the ratio of [...***...]% to
Licensee and [...***...]% to UFRF. In the event that UFRF shall undertake the enforcement
by litigation and/or defense of the Licensed Patents by litigation, any recovery
of damages by UFRF for any such suit shall be applied first in satisfaction of
any reimbursed expenses and legal fees of UFRF relating to the suit, and next
toward reimbursement of Licensee for any legal fees, and unreimbursed expenses.
The balance remaining from any such recovery shall be divided in the ratio of [...***...]%
to UFRF and [...***...]% to Licensee.8.6
    
    In any suit in which either Party is involved to enforce or defend
the Licensed Patents pursuant to this Agreement, the other Party hereto shall, at
the request and expense of the Party initiating such suit, cooperate in all
respects and, to the extent possible, have its employees testify when requested
and make available relevant records, papers, information, samples, specimens, and
the like.8.7
    
    In the event Licensee contests the validity of any Licensed
Patents, unless and until UFRF terminates this Agreement pursuant to Section
9.3.9, Licensee shall continue to pay royalties and make other payments pursuant
to this Agreement with respect to that patent as if such contest were not
underway until the patent is adjudicated invalid or unenforceable by a court of
last resort.
 Section 9 Term and Termination
 9.1
    
    The term of this license shall begin on the Effective Date of this
Agreement and continue until the date that no Licensed Patent remains an
enforceable patent.9.2
    
    Licensee may terminate this Agreement at any time by giving at
least sixty (60) days written notice of such termination to UFRF. Such a notice
shall be accompanied by a statement of the reasons for termination.9.3
    
    UFRF may terminate this Agreement by giving Licensee at least
thirty (30) days written notice if Licensee:
 9.3.1
    
    is delinquent on any report or payment9.3.2
    
    is not diligently developing and commercializing
Licensed Products and Licensed Processes9.3.3
    
    is in breach of any provision9.3.4
    
    provides any false report
 
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9.3.5
    
    goes into bankruptcy, liquidation or proposes
having a receiver control any assets9.3.6
    
    violates any laws or regulations of applicable
government entities; or9.3.7
    
    shall cease to carry on its business pertaining to
Licensed Patents9.3.8
    
    if payments of earned royalties under Section 4.4
once begun, ceases for more than two (2) calendar quarters.9.3.9
    
    Termination under this Section 9.3 will take
effect thirty (30) days after written notice by UFRF unless Licensee
remedies the problem in that thirty (30) day period.
 9.4
    
    If Licensee or any of its Affiliates brings a Patent Challenge
against UFRF, or assists others in bringing a Patent Challenge against UFRF
(except as required under a court order or subpoena), then UFRF may immediately
terminate Licensees rights under this Agreement with respect to the Licensed
Patent that is the subject of the Patent Challenge. If a Sublicensee brings a
Patent Challenge or assists another party in bringing a Patent Challenge (except
as required under a court order or subpoena), then UFRF may send a written demand
to Licensee to terminate such Sublicense with respect to such Licensed Patent.
Failure by Licensee to do so shall be deemed to constitute a material breach of
this Agreement.9.5
    
    UFRF may immediately terminate this Agreement upon the occurrence
of the second separate default by Licensee within any consecutive three-year
period for failure to pay royalties, patent or any other expenses when due.9.6
    
    Upon the termination of this Agreement for any reason, nothing
herein shall be construed to release either Party from any obligation that
matured prior to the effective date of such termination. Licensee shall remain
obligated to provide an accounting for and to pay royalties earned to the date of
termination, and any minimum royalties shall be prorated as of the date of
termination by the number of days elapsed in the applicable calendar year.
Licensee may, however, after the effective date of such termination, sell all
Licensed Products, and complete Licensed Products in the process of manufacture
at the time of such termination and sell the same, provided that Licensee shall
remain obligated to provide an accounting for and to pay running royalties
thereon.9.7
    
    Licensee shall be obligated to deliver to UFRF, within ninety (90)
days of the date of termination of this agreement, complete and unredacted copies
of all documentation prepared for or submitted for all regulatory approvals of
Licensed Products or Licensed Processes.9.8
    
    Upon termination of this Agreement for any reason, any
Sublicensee(s) not then in default, as determined by UFRF, shall receive from
UFRF a grant similar in scope as the grant set forth in the Sublicense agreement
with the Licensee and all other rights in the Sublicense agreement reasonably
necessary to continue the business of such Sublicensee, except that UFRF shall be
under no obligation to grant any rights which UFRF does not have or
perform any services for which it is unsuited. All payments required to be made
by such Sublicensee shall, from the date of termination of this Agreement, be
paid to UFRF.
 
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Section 10 Assignability
 This Agreement may be transferred or assigned by Licensee to an Affiliate of Licensee
on prior notice to UFRF; provided, however, that Licensee shall remain liable to UFRF
for the performance by such Affiliates of its obligations hereunder. The agreement
may not be transferred or assigned to a Third Party by Licensee except with the prior
written consent of UFRF and UFRF will not withhold such a written consent
unreasonably. Licensee will provide to UFRF a copy of any documents that assign its
rights and obligations to an Affiliate or another entity and any documents detailing
compensation received by Licensee for any assignment of UFRFs rights to an Affiliate
or another entity. Copies of all relevant documents will be provided to UFRF within
sixty (60) days of execution or UFRF may terminate this Agreement according to
Section 9.3.
 Section 11 Dispute Resolution Procedures
 11.1
    
    Mandatory Procedures
 In the event either Party intends to file a lawsuit against the other with
respect to any matter in connection with this Agreement, compliance with the
procedures set forth in this Section shall be a condition precedent to the
filing of such lawsuit, other than for injunctive relief. Either Party may
terminate this Agreement as provided in this Agreement without following the
procedures set forth in this section.
 11.1.1
    
    When a Party intends to invoke the procedures set forth in this
section, written notice shall be provided to the other Party. Within
thirty (30) days of the date of such notice, the Parties agree that
representatives designated by the Parties shall meet at mutually
agreeable times and engage in good faith negotiations at a mutually
convenient location to resolve such dispute.11.1.2
    
    If the Parties fail to meet within the time period set forth in Section
11.1.1 above or if either Party subsequently determines that negotiations
between the representatives of the Parties are at an impasse, the Party
declaring that the negotiations are at an impasse shall give notice to
the other Party stating with particularity the issues that remain in
dispute.11.1.3
    
    Not more than fifteen (15) days after the giving of such notice of
issues, each Party shall deliver to the other Party a list of the names
and addresses of at least three individuals, any one of whom would be
acceptable as a neutral advisor in the dispute (the Neutral Advisor) to
the Party delivering the list. Any individual proposed as a Neutral
Advisor shall have experience in determining, mediating, evaluating, or
trying intellectual property litigation and shall not be affiliated with
the Party that is proposing such individual.11.1.4
    
    Within ten (10) days after delivery of such lists, the Parties shall
agree on a Neutral Advisor. If they are unable to so agree within that
time, within five (5) days, they shall each select one individual from
the lists. Within five (5) days, the individuals so selected shall meet
and appoint a third individual from the lists
to serve as the Neutral Advisor. Within thirty (30) days after the
selection of a Neutral Advisor:
 
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(a)
    
    The Parties shall each provide a
written statement of the issues in dispute to the Neutral Advisor.(b)
    
    The Parties shall meet with the
Neutral Advisor in Gainesville, Florida on a date and time
established by the Neutral Advisor. The meeting must be attended
by persons authorized to make final decisions on behalf of each
Party with respect to the dispute. At the meeting, each Party
shall make a presentation with respect to its position concerning
the dispute. The Neutral Advisor will then discuss the issues
separately with each Party and attempt to resolve all issues in
the dispute. At the meeting, the Parties will enter into a
written settlement agreement with respect to all issues that are
resolved. Such settlement agreement shall be final and binding
with respect to such resolved issues and may not be the subject of
any lawsuit between the Parties, other than a suit for enforcement
of the settlement agreement.
 11.1.5
    
    The expenses of the neutral advisor shall be shared by the Parties
equally. All other out-of-pocket costs and expenses for the alternative
dispute resolution procedure required under this Section shall be paid by
the Party incurring the same.
 11.1.6
    
    Positions taken and statements made during this alternative dispute
resolution procedure shall be deemed settlement negotiations and shall
not be admissible for any purpose in any subsequent proceeding.
 11.2
    
    Failure to Resolve Dispute
 If any issue is not resolved at the meeting with the Neutral Advisor, either
Party may file appropriate administrative or judicial proceedings with respect
to the issue that remains in dispute. No new issues may be included in the
lawsuit without the mandatory procedures set forth in this section having
first been followed.
 Section 12 Product Liability; Conduct of Business
 12.1
    
    Licensee and its Sublicensee(s) shall, at all times during the term
of this Agreement and thereafter, indemnify, defend and hold UFRF, the Florida
Board of Governors, the University of Florida Board of Trustees, the University of
Florida, and each of their directors, officers, employees, and agents, and the
inventors of the Licensed Patents, regardless of whether such inventors are
employed by the University of Florida at the time of the claim, harmless against
all claims and expenses, including legal expenses and reasonable attorneys fees,
whether arising from a Third Party claim or resulting from UFRFs enforcing this
indemnification clause against Licensee, arising out of the death of or injury to
any person or persons or out of any damage to property and against any other
claim, proceeding, demand, expense and liability of any kind whatsoever resulting
from the development, production, manufacture, sale, use, lease, consumption,
marketing, or advertisement of Licensed Products or Licensed Process(es) or
arising from any right or obligation of Licensee hereunder. Notwithstanding the
above, UFRF at all times reserves the right to retain counsel of its own to defend
UFRFs, the Florida Board of Governors,
the University of Florida Board of Trustees, the University of Floridas, and
the inventors interests.
 
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12.2
    
    Licensee warrants that it now maintains and will continue to maintain
liability insurance coverage appropriate to the risk involved in development,
producing, manufacturing, selling, marketing, using, leasing, consuming, or
advertising the products subject to this Agreement and that such insurance
coverage lists UFRF, the Florida Board of Governors, the University of Florida
Board of Trustees, the University of Florida, and the inventors of the Licensed
Patents as additional insureds. Within ninety (90) days after the execution of
this Agreement and thereafter annually between January 1 and January 31 of each
year, Licensee will present evidence to UFRF that the coverage is being maintained
with UFRF, the University of Florida, and its inventors listed as additional
insureds. In addition, Licensee shall provide UFRF with at least thirty (30) days
prior written notice of any change in or cancellation of the insurance coverage.
 Section 13 Use of Names
 Licensee and its Sublicensee(s) shall not use the names of UFRF, or of the University
of Florida, nor of any of either institutions employees, agents, or affiliates, nor
the name of any inventor of Licensed Patents, nor any adaptation of such names, in
any promotional, advertising or marketing materials or any other similar form of
publicity, or to suggest any endorsement by the such entities or individuals, without
the prior written approval of UFRF in each case.
 Section 14 Miscellaneous
 14.1
    
    This Agreement shall be construed in accordance with the internal
laws of the State of Florida14.2
    
    The Parties hereto are independent contractors and not joint
venturers or partners.14.3
    
    Licensee shall ensure that it applies patent markings that meet all
requirements of U.S. law, 35 U.S.C. §287, with respect to all Licensed Products
subject to this Agreement.14.4
    
    This Agreement constitutes the full understanding between the Parties
with reference to the subject matter hereof, and no statements or agreements by or
between the Parties, whether orally or in writing, shall vary or modify the
written terms of this Agreement. Neither Party shall claim any amendment,
modification, or release from any provisions of this Agreement by mutual
agreement, acknowledgment, or otherwise, unless such mutual agreement is in
writing, signed by the other Party, and specifically states that it is an
amendment to this Agreement.14.5
    
    Licensee shall not encumber or otherwise grant a security interest in
any of the rights granted hereunder to any Third Party.14.6
    
    Licensee acknowledges that it is subject to and agrees to abide by
the United States laws and regulations (including the Export Administration Act of
1979 and Arms Export Control Act) controlling the export of technical data,
computer software, laboratory prototypes, biological material, and other
commodities. The transfer of such items may require a license from the cognizant
agency of the U.S. Government or written assurances by Licensee that it shall not
export such items to certain foreign countries and/or foreign persons without
prior approval of such agency. UFRF neither represents that a license is or
is not required or that, if required, it shall be issued.14.7
    
    Licensee is responsible for any and all wire/bank fees associated
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UFRF pursuant to this Agreement.14.8
    
    Survival
 The provisions of this Section shall survive termination of this Agreement.
Upon termination of the Agreement for any reason, the following sections of the
License Agreement will remain in force as non-cancelable obligations:
    
    Section 6 Record Keeping
    
    Section 9 Requirement to pay royalties on sale of Licensed Products
made, and in
process, at the time of License Agreement termination
    
    Section 12 Product Liability; Conduct of Business
    
    Section 13 Use of Names
    
    Section 18 Confidentiality
 Section 15 Notices
 Any notice required to be given pursuant to the provisions of this Agreement shall be
in writing and shall be deemed to have been given
 
    
    when delivered personally, or
    
    if sent by facsimile transmission, when receipt thereof is acknowledged
at the facsimile number of the recipient as set forth below, or
    
    the second day following the day on which the notice has been delivered
prepaid to a courier service, or
    
    five (5) business days following deposit in the U.S. mail if sent
certified mail, (return receipt acknowledgement is not required to certify
delivery).
 15.1  If to the University of Florida Research Foundation, Inc.:
 
 
 15.2 If to Licensee:
  
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Section 16 Contract Formation and Authority
 The submission of this Agreement does not constitute an offer, and this document
shall become effective and binding only upon the execution by duly authorized
representatives of both Licensee and UFRF. Copies of this Agreement that have not
been executed and delivered by both UFRF and Licensee shall not serve as a memorandum
or other writing evidencing an agreement between the Parties. This Agreement shall
automatically terminate and be of no further force and effect, without the
requirement of any notice from UFRF to Licensee, if UFRF does not receive the License
Issue Fee within thirty (30) days of the Effective Date.
 16.1
    
    UFRF and Licensee hereby warrant and represent that the persons
signing this Agreement have authority to execute this Agreement on behalf of the
Party for whom they have signed.16.2
    
    Force MajeureNo default, delay, or failure to perform on the part of Licensee or UFRF shall
be considered a default, delay or failure to perform otherwise chargeable
hereunder, if such default, delay or failure to perform is due to causes beyond
either Partys reasonable control including, but not limited to: strikes,
lockouts, or inactions of governmental authorities, epidemics, war, embargoes,
fire, earthquake, hurricane, flood, acts of God, or default of common carrier.
In the event of such default, delay or failure to perform, any date or times by
which either Party is otherwise scheduled to perform shall be extended
automatically for a period of time equal in duration to the time lost by reason
of the excused default, delay or failure to perform.
 Section 17 United States Government Interests
 17.1
    
    It is understood that the United States Government (through any of
its agencies or otherwise) has funded research, Grant No. DE-FG36-04GO14019,
during the course of or under which any of the inventions of the Licensed Patents
were conceived or made. The United States Government is entitled, as a right,
under the provisions of 35 U.S.C. §202-212 and applicable regulations of Title 37
of the Code of Federal Regulations, to a non-exclusive, nontransferable,
irrevocable, paid-up license to practice or have practiced the inventions of such
Licensed Patents for governmental purposes. Any license granted to Licensee in
this Agreement shall be subject to such right.17.2
    
    Licensee agrees that for Licensed Products covered by the Licensed
Patents that are subject to the non-exclusive royalty-free license to the United
States Government, said Licensed Products will be manufactured substantially in
the United States. Licensee further agrees that it shall abide by all the
requirements and limitations of U.S. Code, Title 35, Chapter 18, and implementing
regulations thereof, for all patent applications and patents invented in whole or
in part with federal money.
 
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Section 18 Confidentiality
 18.1
    
    Each Party shall maintain all information of the other Party which
is treated by such other Party as proprietary or confidential (referred to herein
as Confidential Information) in confidence, and shall not disclose, divulge or
otherwise communicate such confidential information to others, or use it for any
purpose, except pursuant to, and in order to carry out, the terms and objectives
of this Agreement, and each Party hereby agrees to exercise every reasonable
precaution to prevent and restrain the unauthorized disclosure of such
confidential information by any of its Affiliates, directors, officers,
employees, consultants, subcontractors, Sublicensees or agents. The Parties agree
to keep the terms of this Agreement confidential, provided that each Party may
disclose this Agreement to their authorized agents and investors who are bound by
similar confidentiality provisions. Notwithstanding the foregoing, Confidential
Information of a Party shall not include information which: (a) was lawfully
known by the receiving Party prior to disclosure of such information by the
disclosing Party to the receiving Party; (b) was or becomes generally available
in the public domain, without the fault of the receiving Party; (c) is
subsequently disclosed to the receiving Party by a Third Party having a lawful
right to make such disclosure; (d) is required by law, rule, regulation or legal
process to be disclosed, provided that the receiving Party making such disclosure
shall take all reasonable steps to restrict and maintain to the extent possible
confidentiality of such disclosure and shall provide reasonable notice to the
other Party to allow such Party the opportunity to oppose the required
disclosure; or (e) has been independently developed by employees or others on
behalf of the receiving Party without access to or use of disclosing Partys
information as demonstrated by written record. Each Partys obligations under
this Section 18 shall extend for a period of five (5) years from termination or
expiration of this Agreement.
 Section 19 University Rules and Regulations
 19.1
    
    Licensee understands and agrees that University of Florida
personnel who are engaged by Licensee, whether as consultants, employees or
otherwise, or who possess a material financial interest in Licensee, are subject
to the University of Floridas rule regarding outside activities and financial
interests set forth in Florida Administrative Code Rule 6C1-1.011, the University
of Floridas Intellectual Property Policy, and a monitoring plan which addresses
conflicts of interests associated therewith. Any term or condition of an
agreement between Licensee and such University of Florida personnel which seeks
to vary or override such personnels obligations to the University of Florida may
not be enforced against such personnel, the University of Florida or UFRF,
without the express written consent of an individual authorized to vary or waive
such obligations on behalf of the University of Florida and UFRF. Furthermore,
should an interest of Licensee conflict with the interest of the University of
Florida, University of Florida personnel are obligated to resolve such conflicts
according to the guidelines and policies set forth by the University of Florida.
 
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UNIVERSITY OF FLORIDA RESEARCH FOUNDATION, INC.Date: June 16, 2011
    /s/ David L. DayDavid L. DayDirector of Technology LicensingLICENSEEDate: June 15, 2011
    By:
    /s/ Stephen J. GattoStephen J. GattoChief Executive Officer 
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Appendix A  Development Plan
  I.
    
    Development Program
 A.
    
    Development activities to be undertakenYear I   II(2011)
  Year II  III (2012  2013)
  Year IV  V (2013  2015)
  B.
    
    Estimated total development time          5 Years
 II.
    
    Governmental Approval
 A.
    
    Types of submissions required
    
    Not ApplicableB.
    
    Government agency, e.g., FDA, EPA, etc.
    
    Not Applicable
 III.
    
    Proposed Market Approach

    
    
    
    To be completed in 2 yearsIV.
    
    Competitive Information
    
    
    
    To be gathered in 1 year
 A.
    
    Potential competitorsB.
    
    Potential competitive devices/compositionsC.
    
    Known competitors plans, developments, technical achievementsD.
    
    Anticipated date of product launch
 
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Appendix B  Development Report
  I.
    
    Date Development Plan Initiated and Time Period Covered by this Report.II.
    
    Development Report (4-8 paragraphs).
 A.
    
    Activities completed since last report including the object and parameters of
the development, when initiated, when completed and the results.B.
    
    Activities currently under investigation, i.e., ongoing activities including
object and parameters of such activities, when initiated, and projected date of
completion.
 III.
    
    Future Development Activities (4-8 paragraphs).
 A.
    
    Activities to be undertaken before next report including, but not limited to,
the type and object of any studies conducted and their projected starting and
completion dates.B.
    
    Estimated total development time remaining before a product will be
commercialized.
 IV.
    
    Changes to Initial Development Plan (2-4 paragraphs).
 A.
    
    Reasons for change.B.
    
    Variables that may cause additional changes.
 V.
    
    Items to be Provided if Applicable:
 A.
    
    Information relating to Licensed Products or Licensed Processes that has become
publicly available, e.g., published articles, competing products, patents, etc.B.
    
    Development work being performed by third parties, other than Licensee, to
include name of third party, reasons for use of third party, planned future uses of
third parties including reasons why and type of work.C.
    
    Update of competitive information trends in industry, government compliance (if
applicable) and market plan.D.
    
    Information and copies of relevant materials evidencing the status of any
patent applications or other protection relating to Licensed Products, or Licensed
Processes or the Licensed Patents.
 PLEASE SEND DEVELOPMENT REPORTS TO:
 
 
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Appendix C  UFRF Royalty Report
 Company Name:
  UFRF Agreement No.:
    
    
    
    Percentage:UFRF Agreement No.:
    
    
    
    Percentage:
 Period Covered: From:
    
    /          / 2
    
    Through:
    
    /          / 2
 Prepared By:
    
    
    
    
    
    Date:Print Preparer Name:
 Preparer Email Address:
    
    
    
    Phone No.:
 Approved By:
    
    
    
    Date:(Requires Executive Officer Signature)
 Print Officer Name:
   
    
    Product Name
    
    Country(ies) of Sales (List each country. If royalties vary by country, provide a
breakdown of specified information for each country.)
    
    Unit Sales
    
    Gross Sales
    
    Less Allowances (On a separate page, please indicate the reasons for returns or
other
adjustments if significant.)
    
    Net Sales
    
    Royalty Rate (Please note any unusual occurrences that affected royalty amounts
during this period. To assist UFRFs forecasting, please comment on any
market variables that would impact future royalties).
    
    Total Royalty due this period
    
    Total Royalty paid last period
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Appendix D  Milestones
  1.
    
    By December 31, 2011, Licensee will provide UFRF a detailed document covering Licensees
plans as to projected product development, markets and sales forecasts, manufacturing and
operations, and financial forecasts until at least $[...***...] in revenue are achieved
(Business Plan). UFRF will treat this Business Plan as confidential information according
to Section 18 of the Agreement.2.
    
    By September 30, 2011, Licensee will provide to UFRF a listing of the management team or a
schedule for the recruitment of key management positions.3.
    
    By June 30, 2012, Licensee will have developed a biocatalyst that can produce D(-) lactic
acid in a commercially viable medium.4.
    
    By June 30, 2013, Licensee will have developed a biocatalyst to grow on a detoxified
cellulosic hydrolysate.5.
    
    By June 30, 2014, Licensee will complete at least one Sublicense for right under the Licensed
Patents or achieve the production of [...***...] sample quantities of the Licensed Product.6.
    
    By May 31, 2016 Licensee will have a first sale of Licensed Product.7.
    
    Licensee or a sublicense must continue to sell Licensed Product every six months after the
date of first sale of a Licensed Product.8.
    
    By December 31, 2016 Licensee will obtain purchase orders from at least two customers.9.
    
    By May 31, 2018, Licensee will reach annual Net Sales of at least $[...***...].10.
    
    By December 31, 2020, Licensee will reach annual Net Sales of at least $[...***...].11.
    
    By December 31, 2025, Licensee will reach annual Net Sales of at least $[...***...].
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