Execution Version	Exhibit 10.04



 


 





FIRST AMENDMENT TO LICENSE AGREEMENT REGARDING DIESEL FUEL IN
THE EU


 


 


This First Amendment to License Agreement regarding Diesel Fuel
in the EU (this “Amendment”) is entered as of February 14, 2017 by and between Amyris, Inc., a corporation organizing
and existing under the laws of the state of Delaware, with its place of business at 5885 Hollis Street, Suite 100, Emeryville,
California 94608 (“Amyris”) and Total Energies Nouvelles Activités USA SAS, a société
par actions simplifiée organized and existing under the laws of France, having its head-office at 24 Cours Michelet,
92800 Puteaux, France (“TOTAL”). AMYRIS and TOTAL are sometimes referred to herein individually as a “Party”
and collectively as the “Parties”.


 


RECITALS


 


WHEREAS, on March 21, 2016, Amyris and TOTAL entered into a License
Agreement regarding Diesel Fuel in the EU (the “Agreement”); and


 


WHEREAS the Parties now desire to amend certain provisions of the
Agreement by entering in this Amendment.


 


NOW THEREFORE, for good and valuable consideration the receipt of
which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:


 


1.      Defined
Terms; Construction. All capitalized terms used, but not defined in this Amendment have the same meaning as in the Agreement.
References herein to a “Section” of the Agreement include the corresponding “Article” of the Agreement.


 


2.      Amendment
to Section 2.A(i)(d). Pursuant to Section 9.B of the Agreement, Section 2.A(i)(d) of the Agreement is hereby deleted in its
entirety and replaced by the following:


 


“(d)       a
royalty-bearing (to be negotiated as described in the prior to last sentence below), right and license under the AMYRIS Licensed
IP in each case that is necessary or, in the case of the AMYRIS Farnesene Production IP, useful to Manufacture Licensed Products
(x) within the Territory and (y) outside the Territory (Subject to Section 2.E(iv) below), but, in each case, solely for the purposes
of Manufacturing, importing, offering for sale, and selling such Licensed Products in the Territory for use in the Field. The license
granted under subsection (x) shall be co-exclusive with AMYRIS while the license in (y) shall be non-exclusive. Prior to the Licensed
Products first being Manufactured per the license in this Section 2.A(i)(d), TOTAL and AMYRIS will, in good faith, negotiate commercially
reasonable terms on a “most favored nation basis” for royalties to be paid to AMYRIS by TOTAL on the sale of such Manufactured
Licensed Product in the Territory. Notwithstanding the immediately preceding sentence, it is the intention of the Parties that
the license granted under this Section 2.A(i)(d) shall be and hereby is effective immediately upon the Effective Date”


 





3.      Amendment
to Section 2.D(iii)(d). Pursuant to Section 9.B of the Agreement, Section 2.D(iii)(d) of the Agreement is hereby deleted in
its entirety and replaced by the following:


 






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    	Execution Version	Exhibit 10.04



    

 


“(d) The Parties intend that
each escrow agreement governing the Escrowed Materials is “an agreement supplementary to” this Agreement, as that phrase
is used in section 365(n) of the Bankruptcy Code. TOTAL will have the right to a permanent release of the Escrowed Materials from
the Escrow Agent to TOTAL upon the occurrence of any of the following:


 


(i) at such time as TOTAL is entitled to exercise the
license granted in Section 2.A(i)(b);


(ii) upon the filing of a case under the Bankruptcy Code
by or against AMYRIS or any Co-Licensor (as such term is defined in Section 7.E.2.);


(iii) if the Bankrupt Entity rejects the Agreement in
a case under the Bankruptcy Code and TOTAL has made the 365(n) Election (as such term is defined in Section 2.B.(iii)); or


(iv) if AMYRIS or an AMYRIS Affiliate is a Bankrupt Entity,
on the written request by TOTAL to the trustee or debtor in possession in such bankruptcy case, and to Escrow Agent, to provide
the Escrowed Materials as contemplated pursuant to Bankruptcy Code section 365(n)(4).”


 


4.      Amendment
to Section 9.G. TOTAL hereby designates the following address for purposes of receiving notice under the Agreement:


 


c/o Total Raffinage Chimie


2, place Jean Millier – La Défense 6


92078 Paris La Défense Cedex


France

Attn: 


Fax. No.:


Email:


 


With a copy to (which shall not
constitute notice)


 


Legal Department


Total Energies Nouvelles Activités USA


24 Cours Michelet


92800 Courbevoie


France

Attn: Department Head


 


 


5.      No Other
Changes. Except as specifically modified herein, all other terms of the Agreement shall remain in full force and effect. This
Amendment and the Agreement shall be read together, as one document. All references to the Agreement or in any other document referencing
the Agreement shall be deemed to be a reference to the Agreement as amended by this Amendment.


 


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This Amendment is executed by the authorized representatives of the Parties as of the
date first above written.





 


	AMYRIS, INC.	TOTAL ENERGIES NOUVELLES 	 
		ACTIVITÉS USA	 
	 	 	 	 
	  /s/ John Melo	 	  /s/ Christophe Vuillez	 
	 	 	 	 	 	 
	Name :	John Melo	 	Name :	Christophe Vuillez	 
	Title	President +CEO	 	Title	Attorney in fact	 







 


 


The following AMYRIS Affiliates existing as of the effective date
of this Amendment hereby acknowledge and approve the licenses granted to TOTAL in Section 2.A of the Agreement, as modified by
this Amendment.


 





	AMYRIS Fuels LLC	AB Technologies LLC
	 	 	 	 	 	 
	  /s/ John Melo	 	  /s/ John Melo	 
	 	 	 	 	 	 
	Name :	John Melo	Name :	John Melo	 
	Title	President	 	Title	President	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	AMYRIS Brasil Ltda.	 	 	 
	 	 	 	 	 	 
	  /s/ Eduardo Loosli Silveira	 	  /s/ Erica Baumgarten	 
	 	 	 	 	 	 
	 	Amyris Brasil Ltda	 	 	 
	Name :	Eduardo Loosli Silveira	Name :	Erica Baumgarten	 
	Title	Vice Presidente Amyris Brasil	 	Title	CFO	 







 


 


 


 





 


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