Exhibit 10.03


 





	CONFIDENTIAL
TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND,
WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.








 




TECHNOLOGY INVESTMENT
AGREEMENT BETWEEN


AMYRIS, INC.,


5885 HOLLIS STREET
SUITE 100


EMERYVILLE, CALIFORNIA
94608


 


AND


 


THE DEFENSE ADVANCED RESEARCH
PROJECTS AGENCY


675 NORTH RANDOLPH STREET
ARLINGTON, VA 22203-2114


 


CONCERNING


 


IMPROVING THE TIMELINE
FOR SCALING UP MOLECULES FROM PROOF OF CONCEPT TO MARKET REDUCING TIME AND COST


(MGS TO KGS)


 


Agreement No.: HR0011-15-3-0001


DARPA Order No.: HR0011518718


Total Amount of the Agreement: $50,721,349


Total Estimated Government Funding of the Agreement:
$35,160,011


Funds Obligated: $6,035,686


Authority: 10 U.S.C. § 2371


 


 


 


Line of Appropriation – See Article V.C.


 


 


 


This Agreement is entered into between the United
States of America, hereinafter called the Government, represented by The Defense Advanced Research Projects Agency (DARPA), and
AMYRIS, INC., a corporation organized and existing under the laws of the State of Delaware with its principal place of business
at 5885 Hollis Street, Suite 100, Emeryville, California 94608 pursuant to and under U.S.


Federal law.


 


FOR AMYRIS, INCFOR
THE DEFENSE ADVANCED RESEARCH PROJECTS AGENCY


 


 


	/s/ Joel R. Cherry                11 September 2015	 	/s/ Michael S. Mutty     9/22/2015
	(Signature & Date)	 	(Signature & Date)
	 	 	 
	
         

         JOEL R. CHERRY, PRESIDENT R&D
	 	
        Michael S. Mutty

        Agreements Officer

	(Name, Title)	 	(Name, Title)
	 	 	 
	 	 	 
	 	 	 


 


 



    


     

    




TABLE OF CONTENTS


 


 


	ARTICLES	 	PAGE
	 	 	 
	ARTICLE I	Scope of the Agreement	3
	ARTICLE II	Term	7
	ARTICLE III	Management of the Project	10
	ARTICLE IV	Agreement Administration	11
	ARTICLE V	Obligation and Payment	12
	ARTICLE VI	Disputes	15
	ARTICLE VII	Patent Rights	16
	ARTICLE VIII	Data Rights	19
	ARTICLE IX	Foreign Access to Technology	21
	ARTICLE X	Title to and Disposition of Property	22
	ARTICLE XI	Civil Rights Act	23
	ARTICLE XII	Security	23
	ARTICLE XIII	Subcontractors	23
	ARTICLE XIV	Key Personnel	23
	ARTICLE XV	Order of Precedence	23
	ARTICLE XVI	Execution	23
	ARTICLE XVII	Applicable Law	24
	ARTICLE XVIII	Severability	24
	ARTICLE XIX	Data Sharing Plan and Status Reporting	24


 


ATTACHMENTS


 


ATTACHMENT 1Statement of Work


 


ATTACHMENT 2Report Requirements


 


ATTACHMENT 3Total Agreement Funding Plan and Payable


(Revision 1)Milestones and Corresponding Payment
Schedule


 


ATTACHMENT 4Funding Schedule


 


ATTACHMENT 5List of Intellectual Property Assertions
by the Performer


 


ATTACHMENT 6List of Property Greater than $5,000


 


ATTACHMENT 7Certifications for Agreement No.
HR0011-15-3-0001


 



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ARTICLE I:SCOPE OF THE AGREEMENT 


A.Background (as revised 10.15.2015 per Modification P00001)


 


Performer is a leader in applying
synthetic biology technologies to engineer living organisms into manufacturing platforms that are able to produce a wide variety
of target molecules, many of which are impossible to produce through traditional manufacturing processes. While current technologies
are highly advanced, they suffer from a lack of integration and automation. By focusing on the same principles that made the United
States the leaders in traditional manufacturing, namely standardized engineering and efficiency gains through automation, the Performer
seeks, through funding in this Agreement, to develop a state of the art open bio-fabrication facility that will shorten the scale-up
time and cost by using biology to produce molecules. Many of these molecules
are directly relevant to the DoD mission due to their unique chemical properties that enable their use as fuels, lubricants, anti-fouling
agents, antibiotics, and adhesives while also providing building blocks for novel families of materials. DARPA’s interest
in synthetic biology rises from its potential application to manufacturing. Biological manufacturing is in its infancy and the
work required to reduce the time, effort, and cost needed to develop a new microbe is risky and at odds with the work needed to
bring a product to market which is the chief goal of any company seeking to capitalize on the technology. This Agreement supports
research with a long-term perspective that will enable academic and commercial participants to perform cutting edge research with
less effort and cost than ever before. In addition to producing molecules relevant to the DoD, the commercial opportunities are
immense since virtually any molecule made through traditional manufacturing processes can be replicated using biology as a catalyst.
Although engineering cellular factories has been intermittently successful, the
cost and time required for success have been prohibitive. The Performer’s new technological approach will develop
new molecules and materials while at the same time improving efficacy and efficiency. As a result of these improvements, the United
States will reduce production time to under three years and at less than $10M per molecule while simultaneously handling 100, a
20X improvement. To achieve these innovations, the Performer will focus on technology developments addressing metabolic pathway
and enzyme design, strain construction, phenotypic measurements, large-scale data analysis, and strain optimization. To ensure
success, the Performer will complement its expertise in strain engineering by partnering with companies and academic laboratories
that are leaders in their field. Upon completion of this agreement, the capacity to perform biological engineering will far surpass
current capabilities. The United States will possess state of the art facilities for design and biomanufacturing of existing and
novel molecules and materials.


 


DARPA’s
interest in driving a manufacturing renaissance for biology is critical due to the convergence of advanced synthetic biology technologies
during a time of underinvestment in biological manufacturing. Biological manufacturing is in its infancy and the work required
to reduce the time, effort, and cost needed to develop a new microbe is risky and at odds with the work also needed to bring a
product to market in a one-off manner, the chief goal of any company seeking to capitalize on the technology. This Agreement supports
research with a long-term perspective to support the entire industry by funding efforts that will enable academic and commercial
participants to perform cutting edge research with less effort and cost than ever before.


 


 


 



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B.Definitions


 


Affiliate:means, with respect to an entity,
any person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common
control with such first entity. For purposes of this definition, “control”, “controlled by”, and “under
common control with” mean (i) the possession, directly or indirectly, of the power to direct the management or policies of
an entity, whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, or
otherwise or (ii) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership
interest of an entity.


 


Agreement: The body of this Agreement and
Attachments 1 – 7, which are expressly incorporated in and made a part of the Agreement.


 


Collaborators: A third party in a contractual
arrangement with the Performer or with a Subcontractor, whether executed before or after the Effective Date, under which arrangement
the Performer or a Subcontractor has agreed to jointly research, develop and/or commercialize a technology or product with such
third party and has an “active role” in such arrangement. For the avoidance of doubt, an “active role”
by the Performer or a Subcontractor is a contractual relationship (1) that involves more than the mere transfer of intellectual
property and (2) where the Performer or a Subcontractor has a significant participation in decision making and/or funding of the
activities.


 


Data: Recorded information, regardless of form or method
of recording, which includes but is not limited to, scientific or technical data, software, trade secrets, and mask works, in each
case developed or generated by the Performer or its Subcontractors in performing the Program under this Agreement. The term “Data”
does not include financial, administrative, cost, pricing or management information.


 


Effective Date: means November 1, 2015.


 


Foreign Firm or Institution: A firm or institution
organized or existing under the laws of a country other than the United States, its territories, or possessions. The term includes,
for purposes of this Agreement, any agency or instrumentality of a foreign government; and firms, institutions or business organizations
which are owned or substantially controlled by foreign governments, firms, institutions, or individuals.


 


Government: The United States of America, as represented
by DARPA.


 


Government Purpose Rights: The rights to
use, duplicate, or disclose Data, in whole or in part and in any manner, for Government Purposes only, and to have or permit others
to do so for Government Purposes only.


 


Government Purpose: Any activity in which the
Government is a party, including cooperative agreements with international or multi-national defense organizations or sales or
transfers by the Government to foreign governments or international organizations. Government Purposes include competitive procurement,
but do not include the rights to use, modify, reproduce, release, perform, display, or disclose Data for commercial purposes or
authorize others to do so.


 


Invention: Any invention or discovery which is or may
be patentable or otherwise protectable under Title 35 of the United States Code.


 


Know-How: All information including, but
not limited to discoveries, formulas, materials, Inventions, processes, ideas, approaches, concepts, techniques, methods, software,
programs, documentation, procedures, firmware, hardware, technical data, specifications, devices, apparatus and machines.


 



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Limited Rights: The rights to use, modify,
reproduce, release, perform, display, or disclose Data, in whole or in part, within the Government. The Government may not, without
the written permission of the Party asserting limited rights, release or disclose applicable Data outside the Government,
use the applicable Data for manufacture, or authorize the applicable Data to be used by another party,
except that the Government may reproduce, release, or disclose such Data or authorize the use or reproduction of the applicable
Data by persons outside the Government if -


 


		(i)	The reproduction, release, disclosure , or use is:



		A.	Necessary for emergency repair and overhaul; or



		B.	A release or disclosure to



1. A covered Government support
contractor in performance of its covered Government support contract for use, modification, reproduction, performance, display
or release or disclosure to a person authorized to receive Limited Rights Data; or


2. A foreign government, of such
Data other than detailed manufacturing or process Data, when use of such Data by the foreign government is in the interest of
the Government and is required for evaluational or informational purposes;


		(ii)	The recipient of the applicable Data is subject to a prohibition on the further reproduction, release, disclosure, or use of
the Data; and



		(iii)	The Performer, or its subcontractor asserting the restriction is notified of such reproduction, release, disclosure, or use.



 


Made: Relates to any Invention means the
conception or first actual reduction to practice of such Invention.


 


Parties: The Government (represented by DARPA) and the
Performer.


 


Payable Milestone: A Program-related task or tasks identified
in Attachment 3 for which a corresponding payment (also identified in Attachment 3) will be made by the Government to the Performer
upon the Government’s verification, in accordance with this Agreement, that the Performer (or a Subcontractor) accomplished
such task(s).


 


Performer: AMYRIS, INC. a corporation organized
and existing under the laws of the State of Delaware with its principal place of business at 5885 Hollis Street, Suite 100,
Emeryville, California 94608


 


Practical Application: To manufacture, in
the case of a composition of product, to practice, in the case of a process or method, or to operate, in the case of a machine
or system; and, in each case, under such conditions as to establish that the Subject Invention is capable of being utilized and
that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms. For
the avoidance of doubt, the Parties acknowledge that “Practical Application” under this Agreement may not include actual
commercialization of Subject Invention(s) hereunder because such Subject Invention(s) are likely to be Tools (e.g., it is envisioned
that the Tools resulting from the research carried out under this Agreement will later – outside of this Agreement - be used
by the Performer and its Subcontractors to develop commercial products).


 


Program: Research and development being conducted
by the Performer and its Subcontractors under this Agreement, as set forth in Article I, paragraph C and in Attachment 1, Statement
of Work.


 


Property: Any tangible personal property other
than property actually consumed during the execution of work under this Agreement.







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Subcontractor: Those persons or entities that,
per a written agreement with the Performer, will perform certain of the Payable Milestones. As of the date of this Agreement, the
Subcontractors consist of Agilent Technologies, Inc., Arzeda Corporation, m2p-labs GmbH, Ruprecht-Karls-Universität Heidelberg,
and Bruker Corporation.


 


Subject Invention: Any Invention conceived
or first actually reduced to practice in the performance of the Program under this Agreement that is capable of use as a Tool for
making or altering a genetically modified organism; provided however, any Inventions, regardless when conceived or reduced to practice,
covering a genetically modified organism, a strain, or any compound or product made by or from an organism or strain shall not
be considered “Subject Inventions” hereunder. For the avoidance of doubt, no Inventions conceived or reduced to practice
prior to the Effective Date, excluding subject inventions conceived or first actually reduced to practice under the Amyris Living
Foundries TIA HR0011-12-3-0006, shall be considered performed “under this Agreement.”


 


Technology: Discoveries, innovations, Know-How
and Inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to
which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks, and copyrights, developed under
this Agreement.


 


Term: has the meaning set forth in Article
II, paragraph A.


 


Tools: Software, analytical methods, standard
operating procedures, and workflow processes.


 


Unlimited Rights: Rights to use, duplicate,
release, or disclose Data, in whole or in part, in any manner and for any purposes whatsoever, and to have or permit others to
do so.


 


C.Scope


 


1.The Performer shall perform the Program,
which is intended to build an open BioFab that shortens the timeline for scaling up molecules from proof of concept to market to
two to three years, reduces the cost of such development to less than $10 million per molecule, and simultaneously handles a hundred
molecules. Success will be demonstrated by delivering 1 kg of material for 10 molecules generated by an integrated pipeline that
enables the biological production of metric tons of any subsequent molecule in two to three years. The Program shall be carried
out in accordance with the Statement of Work incorporated in this Agreement as Attachment 1. The Performer shall submit or otherwise
provide all documentation required by Attachment 2, Report Requirements.


 


2.The Performer shall be paid for each Payable
Milestone accomplished in accordance with the Schedule of Payments and Payable Milestones set forth in Attachment 3 and the procedures
of Article V. The Schedule of Payments and Payable Milestones set forth in Attachment 3 may be revised or updated in accordance
with Article III, subject to mutual agreement of the Parties.


 


3.The Government and the Performer estimate that the
Statement of Work for this Agreement can only be accomplished with the Performer’s provision during the Term of the “Performer
Contribution”, as detailed in the Total Agreement Funding Plan set forth in Attachment 3 and the Funding Schedule set forth
in Attachment 4. The Total Agreement Funding Plan and the Funding Schedule may be revised or updated in accordance with Article
III, subject to mutual agreement of the Parties. The Performer intends and, by entering into this Agreement, undertakes to cause
the Performer Contribution to be provided. However, if either the Government or the Performer is unable to provide its respective
funding (in the case of the Government) or the Performer Contribution (in the case of the Performer) for the Program, the other
Party


 


 



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may
reduce its funding or Performer Contribution, whichever is applicable to it, for the Program by a proportional amount. Throughout
the Term, the Parties, through the Performer’s routine reports to the Government, will monitor the Performer’s satisfaction
of the Performer Contribution and will promptly address, in good faith, any divergence or shortfall in the final Performer Contribution
amount anticipated by the Performer (e.g., the Performer purchases Property for the Program at a price significantly cheaper than
what was anticipated when establishing the Performer Contribution) and its effect, if any, on the Government’s funding obligation
under this Agreement. 


 


D.Goals / Objectives


 


1.The goal of this Agreement is for the Performer
to investigate and build a BioFab that scales up molecules from proof of concept to market in less time and at less cost, as described
under Scope above. The goal is to accomplish this by incorporating radical innovations into key modules at each stage of the Design-Build-Test-Learn
cycle as described in detail Amyris Proposal “Mgs to Kgs” dated February 3, 2015. The modules will be interdependent
and align within an integrated pipeline. The foundation is a set of measurement technologies with various levels of risk. In addition
to new algorithms for pathway prediction, data analysis and hypothesis generation, the BioFab’s testing and optimization
of up to 450 molecules from a large metabolic space will require a paradigm shift from a high-throughput, single-molecule screening
platform to a high throughput, molecule-agnostic screening platform that is predictive of performance to a large scale. To address
the gaps in throughput, quality and scale, a testing platform that utilizes a tiered approach to promote strains will be developed.
Although individual tiers exist in some form at various institutions and companies (including at the Performer), there is not a
single platform that has managed to encompass all of them into a single pipeline at the proposed scale.


 


2.The Government will have continuous involvement
with the Performer. The Government will also obtain access to research results and certain rights in Data and Subject Inventions
pursuant to Articles VII and VIII. Government and the Performer are bound to each other by a duty of good faith and best research
effort in achieving the goals of the Program.


 


3.This Agreement is an "other transaction"
pursuant to 10 U.S.C. § 2371. The Parties agree that the principal purpose of this Agreement is for the Government to support
and stimulate the Performer to provide its best effort in advanced research and technology development and not for the acquisition
of property or services for the direct benefit or use of the Government. The Performer will be paid a fixed amount for each Payable
Milestone accomplished in accordance with the Payable Milestones and Corresponding Payment Schedule set forth in Attachment 3 and
the procedures of Article V. The Parties agree that the amount payable to Performer for an accomplished Payable Milestone will
be unaffected by whether Performer ends up expending more or less effort to accomplish such Payable Milestone than the Parties
assumed would be required to accomplish it. This Agreement is not intended to be, nor shall it be construed as, by implication
or otherwise, a partnership, a corporation, or other business organization.


 


ARTICLE II: TERM


 


A.Term of this Agreement


 


The Program commences upon the Effective
Date and continues for forty-eight (48) months, unless extended as described in paragraph C below, (the “Term”) and
is split into three development and operational phases described below and depicted in the table:


 


“Dev” – in the first twenty-four months,
the initial set of strain designs and testing will be generated using existing infrastructure and processes, while simultaneously
developing the new technology platforms simultaneously;





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“DevOps” – newly developed technology
platforms will be transferred to pipeline operations as part of the beta-testing transition process;


 


“Ops” – once the technology transfer
is completed, the new technologies will be part of standard operations.


 


If all Government funds committed
for the Program and the Performer Contribution are expended prior to the expiration of the Term, the Parties have no obligation
to continue performance of the Program and may elect to cease development at that point.


 


Provisions of this Agreement, which,
by their express terms or by necessary implication, apply for periods of time other than specified herein, shall be given effect,
notwithstanding this Article.


 



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[*]


 


[*] Certain
portions denoted with an asterisk have been omitted and filed separately with The Securities and Exchange Commission. Confidential
Treatment has been requested with respect to the omitted portions.


 


 



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B.Termination Provisions


 


Subject to a reasonable determination
that the Program will not produce beneficial results commensurate with the expenditure of resources, either Party may terminate
this Agreement by written notice to the other Party, provided that such written notice is preceded by consultation between
the Parties. In the event of a termination of the Agreement under this paragraph B, it is agreed that disposition of Data shall
be in accordance with the provisions set forth in Article VIII, Data Rights. The Government and the Performer will negotiate in
good faith a reasonable and timely adjustment of all outstanding issues between the Parties as a result of termination under this
paragraph B. Failure of the Parties to agree to a reasonable adjustment will be resolved pursuant to Article VI, Disputes. The
Government has no obligation to pay the Performer beyond the last completed and paid Payable Milestone if the Performer decides
to terminate under this paragraph B. For the avoidance of doubt, any termination under this paragraph B by either Party does not
require repayment by the Performer of any Payable Milestone amounts already received by the Performer.


 


C.Extending the Term


 


The Parties may extend, by mutual
written agreement, the Term if funding availability and research opportunities reasonably warrant. Any extension shall be formalized
through modification of the Agreement by the DARPA Agreements Officer and the Performer’s Administrator.


 


ARTICLE III: MANAGEMENT OF THE PROJECT 


 


A.Management and Program Structure


 


The Performer shall be responsible
for the overall technical and program management of the Program, and technical planning and execution shall remain with the Performer.
The DARPA Agreements Officer’s Representative, in consultation with the DARPA Program Manager or DARPA management, shall
provide recommendations to Program developments and technical collaboration and be responsible for the review and verification
of the Payable Milestones.


 


B.Program Management Planning Process


 


Program planning will consist of an Annual
Program Plan with inputs and review from the Performer and DARPA management, containing the detailed schedule of research activities
and Payable Milestones. The Annual Program Plan will consolidate quarterly adjustments in the Program’s research schedule,
including revisions/modification to Payable Milestones.


 


1.Initial Program Plan:
The Performer will follow the initial program plan that is contained in the Statement of Work, Attachment 1, and in the Payable
Milestones and Corresponding Payment Schedule, Attachment 3.


 


2.Overall Program Plan Annual Review


 


(a)The Performer, with DARPA Agreements Officer’s
Representative review, in consultation with the DARPA Program Manager or DARPA management, will prepare an overall Annual Program
Plan in the last month of each Agreement year (i.e., October). The Annual Program Plan will be presented and reviewed at
an annual site review, to be held within the sixty (60) days of each subsequent Agreement year, which will be attended by the Performer’s
Key Personnel (as defined in Article XIV), the DARPA Agreements Officer’s Representative, senior DARPA management (as appropriate),
and other DARPA program managers and personnel (as appropriate). The Performer, with DARPA participation and review,







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will prepare a final Annual Program Plan following
such annual site review as more fully described in Attachment 2, Report Requirements.


 


(b)The Annual Program Plan provides a detailed
schedule of the Program’s research activities, commits the Performer to use its best efforts to meet specific performance
objectives, includes forecasted expenditures and describes the Payable Milestones. The Annual Program Plan will consolidate all
prior adjustments in the Program’s research schedule, including revisions/modifications to the Payable Milestones. Recommendations
for changes, revisions or modifications to the Agreement which result from this annual review process shall be made in accordance
with the provisions of Article III, paragraph C.


 


C. Modifications


 


1.As a result of the Parties’ meetings
(in person or videoconference) or annual reviews or at any other time during the Term, the Program’s research progress or
results or other changes in circumstances (e.g., availability of required materials or equipment from external vendors, legal freedom
to operate, etc.) may indicate that a change in the Statement of Work and/or the Payable Milestones would be beneficial to Program’s
objectives. Recommendations for modifications, including justifications to support any changes to the Statement of Work and/or
the Payable Milestones, will be documented in a letter and submitted by the Performer to the DARPA Agreements Officer’s Representative
with a copy to the DARPA Agreements Officer. This documentation letter will detail the technical, chronological, and financial
impact of the proposed modification to the Program. The Performer shall approve any Agreement modification. The Government is not
obligated to pay for additional or revised Payable Milestones until the Payable Milestones and Corresponding Payment Schedule,
Attachment 3, is formally revised by the DARPA Agreements Officer and made part of this Agreement.


 


2.The DARPA Agreements Officer’s Representative
shall be responsible for the review and verification of any recommendations to revise or otherwise modify the Agreement, the Statement
of Work, the Payable Milestones and Corresponding Payment Schedule, or any other proposed changes to the terms and conditions of
this Agreement.


 


3.For minor or administrative
Agreement modifications (e.g., changes in the paying office or appropriation data, changes to Government or the Performer’s
personnel identified in the Agreement, etc.), no signature is required by the Performer.


 


ARTICLE IV: AGREEMENT ADMINISTRATION


 


Unless otherwise provided in this
Agreement, approvals permitted or required to be made by the Government may be made only by the DARPA Agreements Officer. Administrative
and contractual matters under this Agreement shall be referred to the following representatives of the Parties:


 


A.          
Government Points of Contact:


 


DARPA Agreements Officer:


*


 


DARPA Program Manager:


*


 


DARPA Agreements Officer’s Representative
(AOR):


*


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



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DARPA Administrative Agreements Officer
(AAO):


*


 


DARPA Assistant Director, Program Management
(ADPM)


*


 


B.Performer Points of Contact


 


Administrator:


*, Program Manager, R&D, *


 


Contracting:


*, General Counsel, *


 


Program Manager:


*, PI, *


 


BioAnalytics Group Leader:


*, Co-PI, *


 


Each Party may change its representatives named in this Article
by written notification to the other Party. The Government will effect the change as stated in Article III, C.3 above.


 


ARTICLE V: OBLIGATION AND PAYMENT A.Obligation


1.The Government’s liability to make
payments to the Performer is limited to only those funds obligated under the Agreement or by modification to the Agreement. The
Government may obligate funds to the Agreement incrementally.


 


2.If modification of a Payable Milestone
becomes necessary in performance of this Agreement, pursuant to Article III, paragraph C, the DARPA Agreements Officer and the
Performer’s Administrator shall execute a revised Payable Milestones and Corresponding Payment Schedule consistent with the
then current Annual Program Plan.


 


B.Payments for Accomplished Payable Milestones


 


1.The Performer has, and agrees to maintain,
an established accounting system, which complies with Generally Accepted Accounting Principles and the requirements of this Agreement
and shall ensure that appropriate arrangements have been made for receiving, distributing and accounting for all funding. An acceptable
established accounting system is one in which all cash receipts and disbursements are controlled and documented properly.


 


2.Once the Performer accomplishes
a Payable Milestone, the Performer may seek payment from the Government of the corresponding payment amount in the Payable Milestones
and Corresponding Payment Schedule in Attachment 3. The Performer shall document the accomplishment of such Payable Milestone by
submitting or otherwise providing the Payable Milestones Report required by Attachment 2, Part F. After written verification of
the accomplishment of such Payable Milestone by the DARPA


 


 


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



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Agreements Officer’s Representative and approval
by the DARPA Agreements Officer, the associated invoice will be submitted to the payment office via Wide Area Workflow (“WAWF”),
as detailed in subparagraph B.6 of this Article. If a Payable Milestone is composed of more than one task (e.g., Payable
Milestones 2, 6, 7, etc.), all such tasks in such Payable Milestone must be fully accomplished before the Performer may
seek payment for such Payable Milestone. However, if a task in a single task Payable Milestone (or all of the tasks in a multi-task
Payable Milestone) cannot be completed by the applicable Milestone (MS) Month set forth in Attachment 3, the Performer will document
such event in its Monthly Technical Status Report, and the Parties will execute a contract modification to incorporate required
changes in Attachment 3, and in Attachments 1 and 4, as applicable. For clarity, the “MS Month” column set forth in
Attachment 3 sets forth the Parties’ good faith estimate of the date by which a Payable Milestone will be accomplished, but
it is not a deadline for accomplishing the applicable Payable Milestone. In addition, missing the MS Month does not prevent the
Performer from subsequently accomplishing the applicable Payable Milestone and has no effect on the corresponding payment amount
in Attachment 3 once accomplished.


 


If deemed necessary by the DARPA
Agreements Officer, payment approval for the final Payable Milestone will be made after reconciliation of actual Government funding
for the Program with the actual Performer Contribution amount. While there will be this final Government reconciliation and accounting
of the Performer Contribution amount, the Parties agree that the quarterly accounting of the Performer Contribution, as reported
in the quarterly Business Status Report submitted in accordance with Attachment 2, will not, nor is it necessarily intended or
required to, uniformly or proportionally track or match the estimated schedule of the Performer Contribution set forth in either
Attachments 3 or 4.


 


3.Subject to change only
through written Agreement modification, payment shall be made to the address of the Performer’s Administrator set forth below.


 


AMYRIS, INC., 5885 Hollis Street,
Suite 100, Emeryville, California 94608


 


4.Payments will be made by the cognizant
Defense Agencies Financial Services office, as indicated below, within thirty (30) calendar days of an accepted invoice in WAWF.
WAWF is a secure web-based system for electronic invoicing, receipt and acceptance. The WAWF application enables electronic form
submission of invoices, government inspection, and acceptance documents in order to support DoD’s goal of moving to a paperless
acquisition process. Authorized DoD users are notified of pending actions by e-mail and are presented with a collection of documents
required to process the contracting or financial action. It uses Public Key Infrastructure (“PKI”) to electronically
bind the digital signature to provide non-reputable proof that the user (electronically) signed the document with the contents.
Benefits include online access and full spectrum view of document status, minimized re-keying and improving data accuracy, eliminating
unmatched disbursements and making all documentation required for payment easily accessible.


 


  The Performer is required to utilize the WAWF system when processing invoices and receiving reports under this Agreement. The Performer shall (i) ensure an Electronic Business Point of Contact is designated in Central Contractor Registration at http://www.ccr.gov and (ii) register to use WAWF–RA at the https://wawf.eb.mil site, within ten (10) calendar days after award of this Agreement. Step by step procedures to register are available at the https://wawf.eb.mil site. The Performer is directed to use the “2-in-1” format when processing invoices.




 


a.For the Issue By DoDAAC enter HR0011


b.For the Admin DoDAAC and Ship To fields,
enter S0507A.


c.For the Service Acceptor
field, enter HR0011, Extension 01.


d.Leave the Inspect by DoDAAC,
Ship From Code DoDAAC and LPO DoDAAC fields blank unless otherwise directed by the DARPA Agreements Officer or DARPA Administrative
Agreements Officer.



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e.The following guidance is provided for invoicing
processed under this Agreement through WAWF:


 


•The DARPA Agreements Officer’s
Representative identified at Article IV "Agreement Administration" shall continue to formally inspect and accept the
deliverable Payable Milestone reports. To the maximum extent practicable, the DARPA Agreements Officer’s Representative shall
review the Payable Milestone report(s) and either: 1) provide a written notice of rejection to the Performer which includes feedback
regarding deficiencies requiring correction or 2) written notice of acceptance to the DARPA Administrative Agreements Officer,
DARPA Program Manager and DARPA Agreements Officer.


 


•Acceptance within the WAWF system
shall be performed by the DARPA Agreements Officer upon receipt of a confirmation email, or other form of transmittal, from the
DARPA Agreements Officer’s Representative.


 


•The Performer shall send an email
notice to the DARPA Agreements Officer’s Representative and DARPA Agreements Officer upon submission of an invoice in WAWF
(this can be done from within WAWF).


 


•Payments shall be made by DFAS-CO/WEST
(HQ0339)


 


•The Performer agrees, when entering
invoices entered in WAWF to utilize the CLINs associated with each Payable Milestone as delineated at Attachment 3. The description
of the CLIN shall include reference to the associated milestone number along with other necessary descriptive information. The
Performer agrees that the Government may reject invoices not submitted in accordance with this provision.


 


Note for DFAS: The Agreement shall be entered into
the DFAS system by CLIN – Milestone association as delineated at Attachment 3. The Agreement is to be paid out by CLIN –
Milestone association. Payments shall be made using the CLIN (MS)/ACRN association as delineated at Attachment 3.


 


5.Payee Information: As
identified at Central Contractor Registration.


 


•Cage Code: *


•DUNS: *


•TIN: 55-0856151


 


6.Financial Records and Reports: The Performer
shall maintain adequate records to account for accomplishment of all Payable Milestones for which payment is received by the Performer
under this Agreement and shall maintain adequate records to account for the Performer Contribution provided under this Agreement.
Upon completion or termination of this Agreement, whichever occurs earlier, the Performer’s Administrator shall furnish to
the DARPA Agreements Officer a copy of the Final Report required by Attachment 2, Part E. The Performer’s relevant financial
records are subject to examination or audit on behalf of DARPA by the Government for a period not to exceed three (3) years after
expiration or earlier termination of the Term. The DARPA Agreements Officer or designee shall have direct access to sufficient
records and information of the Performer to ensure accomplishment of the Payable Milestones for which payment was received by the
Performer under this Agreement and satisfaction of the Performer Contribution under this Agreement. Such audit, examination, or
access shall be performed during business


 


[*] Certain
portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.




 






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hours on business days upon reasonable, prior written
notice and shall be subject to the security requirements of the audited party. For clarity,
where the labor component of the Performer Contribution is based upon a fixed price hourly commercial rate(s) documented in a contract
(e.g., GSA Schedule contract), the examination or audit of the labor component of such costs shall be limited to a review of hours
worked and shall not include a review of the rates.


 


C.Accounting and Appropriation Data


 


CLIN/SLIN/ACRN: 0001/01/AA


LOA: 012199 097 0400 000 N 20152016 D 1320 BLTM66 2015.MBT-02.CORE.A
DARPA 255


FUNDING AMOUNT: $6,035,686


 


ARTICLE VI: DISPUTES 


A.General


The Parties shall communicate with one another in good
faith and in a timely and cooperative manner when raising issues under this Article.


 


B.Dispute Resolution Procedures


 


1.Any dispute, disagreement, or misunderstanding
between the Government and the Performer concerning questions of fact or law arising from or in connection with this Agreement,
and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article.


 


2.Whenever disputes, disagreements, or misunderstandings
arise, the Party aggrieved by such dispute, disagreement, or misunderstanding shall provide written notice to the other Party involved
identifying the matter in dispute and inviting the other Party involved in the dispute to attempt to resolve the issue(s) involved
by discussion and mutual agreement as soon as practicable. If the aggrieved Party does not provide the notification made under
subparagraph B.3 of this Article within three (3) months of becoming aware of the dispute, disagreement, or misunderstanding, then
such dispute, disagreement, or misunderstanding will not constitute the basis for relief under this Article unless the Director
of DARPA in the interests of justice waives this requirement.


 


3.Failing resolution by mutual agreement described
above, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through
the DARPA Agreements Officer or the Performer’s Administrator, as the case may be) in writing of the relevant facts, identify
unresolved issues, and specify the clarification or remedy sought. Within five (5) business days after providing such notice to
the other Party, the aggrieved Party may, in writing, request a joint decision by the DARPA Senior Procurement Executive and a
senior executive (no lower than Vice President, Legal) appointed by the Performer. The other Party shall submit a written position
on the matter(s) in dispute within thirty (30) calendar days after being notified in writing that a joint decision has been requested
regarding the dispute, disagreement, or misunderstanding. The DARPA Senior Procurement Executive and the Performer’s senior
executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days
of receipt of such other Party’s written position. Any such joint decision is final and binding.


 


4.In the absence of a joint decision, upon written
request to the Director of DARPA, made within thirty (30) calendar days of the expiration of the time for a joint decision under
subparagraph B.3 above, the dispute, disagreement, or misunderstanding shall be further reviewed. The Director of DARPA may elect
to conduct this review personally or through a designee or jointly with a senior executive (no lower than Vice








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President, Legal) appointed by the Performer. Following
the review, the Director of DARPA or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not
subject to further administrative review and, to the extent permitted by law, shall be final and binding.


 


C.Limitation of Damages


 


Claims for damages of any nature
whatsoever pursued under this Agreement shall be limited to direct damages only up to the aggregate amount of Government funding
disbursed as of the time the dispute arises. In no event shall the Government be liable for claims for consequential, punitive,
special and incidental damages, claims for lost profits, or other indirect damages.


 


ARTICLE VII: PATENT RIGHTS 


 


A.Allocation of Principal Rights


 


Unless the Performer shall have notified
DARPA (in accordance with subparagraph B.2 below) that the Performer does not intend to retain title, the Performer shall retain
the entire right, title, and interest throughout the world to each Subject Invention consistent with the provisions of this Article
and 35 U.S.C. § 202. With respect to any Subject Invention in which the Performer retains title, the Government shall have
a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced on behalf of the Government the Subject
Invention throughout the world.


 


With regard to Inventions made under this Agreement that are
not Subject Inventions, i.e. Inventions relating to genetically modified organisms, strains, or any compounds or products made
by or from such organisms or strains that are conceived or first actually reduced to practice in the performance of the Program,
the Government retains a right to request from Performer a nonexclusive, nontransferable, irrevocable license, on fair and reasonable
terms, to such Inventions to have such Inventions practiced on behalf of the Government throughout the world. The Government will
provide Performer with written notice identifying the specific Invention to which it is requesting such license. Prior to granting
such license, the Parties agree to negotiate in good faith fair and reasonable terms under which the Performer would be the exclusive
supplier/manufacturer to the Government of the desired compound or product under the Government’s license. Upon agreement
of such fair and reasonable terms between the Performer and the Government, the Performer shall grant the Government the nonexclusive
license described above to such identified Inventions. In the event that no agreement is reached between Performer and Government
with regard to said fair and reasonable terms on Performer’s supply/manufacturing rights, Performer shall nonetheless grant
the Government a nonexclusive, nontransferable, irrevocable license, on fair and reasonable terms, to such Inventions to have such
Inventions practiced on behalf of the Government throughout the world. Failure to reach agreement on fair and reasonable terms
will be resolved in accordance with Article VI. Disputes.


 


B.Invention Disclosure, Election of Title, and
Filing of Patent Application


 


1.The Performer shall disclose each Subject
Invention to DARPA within four (4) months after the inventor discloses it in writing to Performer’s personnel responsible
for patent matters or, in the case of no internal writing from the inventor, within two (2) months after Performer files a provisional
application for it; provided however, that in the event the Performer does not file a provisional application, Performer shall
disclose the Subject Invention to the Government within two (2) months of determining that a particular set of experiments and
or data qualify as a Subject Invention. The disclosure to the Government shall be in the form of a written report and shall identify
the Agreement under which the Subject Invention was Made and the identity of the inventor(s). It shall be sufficiently complete
in technical detail to convey a clear understanding to the extent known at the time of the disclosure, of the nature, purpose,
operation, and the physical, chemical, biological, or electrical characteristics of the Subject Invention. The disclosure shall




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also identify any publication, sale, or public use of
the Subject Invention and whether a manuscript describing the Subject Invention has been submitted for publication and, if so,
whether it has been accepted for publication at the time of disclosure. The Performer shall also submit to the Government an annual
listing of Subject Inventions.


 


2.If the Performer determines that it does not
intend to retain title to any such Subject Invention, the Performer shall notify the Government, in writing, within eight (8) months
of disclosure to DARPA. However, in any case where publication, sale, or public use has initiated the one (1)-year statutory period
wherein valid patent protection can still be obtained in the United States, the period for such notice may be shortened by DARPA
to a date that is no more than sixty (60) calendar days prior to the end of the statutory period.


 


3.The Performer shall file its initial patent
application on a Subject Invention to which it elects to retain title within one (1) year after election of title or, if earlier,
prior to the end of the statutory period wherein valid patent protection can be obtained in the United States after a publication,
or sale, or public use. The Performer may elect to file patent applications in additional countries (including the European Patent
Office and the Patent Cooperation Treaty) within either: (i) ten (10) months of the corresponding initial patent application; or
(ii) six (6) months from the date permission is granted by the Commissioner of Patents and Trademarks to file foreign patent applications
where such filing has been prohibited by a secrecy order.


 


4.Requests for extension
of the time for disclosure, election, and filing under Article VII, paragraph B, may, at the discretion of DARPA, and after considering
the position of the Performer, be granted.


 


C.Conditions When the Government May Obtain Title


 


Upon DARPA’s written request,
the Performer shall convey title to any Subject Invention to DARPA under any of the following conditions:


 


1.If the Performer fails to disclose or elects
not to retain title to the Subject Invention within the times specified in paragraph B of this Article; provided, that DARPA may
request title only within sixty (60) calendar days after learning of: (i) the failure of the Performer to disclose; or (ii) Performer’s
election not to retain title, in each case within the specified times.


 


2.In those countries in which the Performer
fails to file patent applications within the times specified in paragraph B of this Article; provided, that if the Performer has
filed a patent application in a country after the times specified in paragraph B of this Article, but prior to its receipt of the
written request by DARPA, the Performer shall continue to retain title to the Subject Invention in that country; or


 


3.In any country in which the Performer decides
not to continue the prosecution of, to pay the maintenance fees on, or defend a reexamination of or opposition proceedings on,
a patent application or patent on a Subject Invention.


 


D.Minimum Rights to the Performer and Protection
of the Performer’s Right to File


 


1.The Performer shall retain a nonexclusive,
royalty-free, paid-up license throughout the world in each Subject Invention to which the Government obtains title under paragraph
C of this Article, except if the Performer fails to disclose the Subject Invention within the times specified in paragraph B of
this Article. The Performer’s license to such Subject Invention extends to the Performer’s Affiliates and Collaborators,
if any, and includes the right to grant sublicenses of the same scope to the extent that the Performer was legally obligated to
do so at the time the Agreement was awarded. The license is transferable only with the








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approval of DARPA, except as noted above regarding Affiliates
and Collaborators of Performer or when transferred to the successor of that part of the Performer’s business to which the
Subject Invention pertains. DARPA approval for a license transfer requiring DARPA approval shall not be unreasonably withheld or
delayed.


 


2.The Performer’s license in subparagraph
D.1 of this Article may be revoked or modified by DARPA to the extent necessary to achieve expeditious Practical Application of
the Subject Invention pursuant to an application for an exclusive license submitted consistent with appropriate provisions at 37
CFR Part 404. This license shall not be revoked in that field of use or the geographical areas in which the Performer continues
to practice the general technology developed hereunder in pursuit of commercial goals, including the goal of making the products
derived from such platforms reasonably accessible to the public.


 


3.Before revocation or modification of the Performer’s
license in subparagraph D.1 of this Article, DARPA shall furnish the Performer a written notice of its intention to revoke or modify
the license, and the Performer shall be allowed thirty (30) calendar days (or such other time as may be authorized for good cause
shown) after the notice to show cause why the license should not be revoked or modified.


 


E.Action to Protect the Government’s Interest


 


1.The Performer agrees to execute or to have
executed and promptly deliver to DARPA all instruments necessary to: (i) establish or confirm the rights the Government has throughout
the world in those Subject Inventions to which the Performer elects to retain title; and (ii) convey title to DARPA when requested
under paragraph D of this Article and to enable the Government to obtain patent protection throughout the world in that Subject
Invention.


 


2.The Performer agrees to require, by written
agreement, its employees, other than clerical and non-technical employees, to disclose promptly in writing to personnel identified
as responsible for the administration of patent matters and in a format suggested by the Performer each Subject Invention Made
under this Agreement in order that the Performer can comply with the disclosure provisions of paragraph B of this Article. The
Performer shall instruct employees, through employee agreements or other suitable educational programs, on the importance of reporting
Subject Inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars.


 


3.The Performer shall notify DARPA of any decisions
not to continue the prosecution of, pay maintenance fees for, or defend in a reexamination or opposition proceedings on a Subject
Invention patent application or patent, in any country, not less than thirty (30) calendar days before the expiration of the response
period required by the relevant patent office.


 


4.The Performer shall include, within the specification
of any United States patent application and any patent issuing thereon covering a Subject Invention, the following statement: “This
invention was made with Government support under Agreement HR0011-15-3-0001, awarded by DARPA. The Government has certain rights
in the invention.”


 


F.Lower Tier Agreements


 


The Performer shall include this
Article VII, suitably modified to identify the Parties and, as applicable, Subcontractors, in all subcontracts or lower tier agreements,
regardless of tier, for experimental, developmental, or research work under the Program.


 


 


 



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G.Reporting on Utilization of Subject Inventions


 


1.Pursuant to Attachment 2, the Performer agrees
to submit, during the Term, an annual report on the general subject matter research at Performer or its Collaborators, licensees
or assignees in connection with utilization of a Subject Invention or on efforts at obtaining such utilization that is being made
by the Performer or its Collaborators, licensees or assignees. Such reports shall include information regarding the general fields
of potential products where such Subject Inventions may ultimately assist in commercial sales. The Performer also agrees to provide
additional reports as may be requested by DARPA in connection with any march-in proceedings undertaken by DARPA in accordance with
paragraph I of this Article. Consistent with 35 U.S.C. § 202(c) (5), DARPA agrees it shall not disclose such information to
persons outside the Government without permission of the Performer.


 


2.All required reporting shall be accomplished,
to the extent possible, using the iEdison reporting website:  https://s-edison.info.nih.gov/iEdison/.
To the extent any such reporting cannot be carried out by use of i-Edison, reports and communications shall be submitted to the
DARPA Agreements Officer and DARPA Administrative Agreements Officer.


 


H.Preference for American Industry


 


Notwithstanding any other provision
of this clause, the Performer agrees that it shall not grant to any person the exclusive right to use or sell any Subject Invention
in the United States or Canada unless such person agrees that any product embodying the Subject Invention or produced through the
use of the Subject Invention shall be manufactured substantially in the United States or Canada, except when such rights are in
connection with a Collaborator. However, in individual cases, the requirements for such an agreement beyond what is contemplated
herein may be waived by DARPA upon a showing by the Performer: (1) that reasonable but unsuccessful efforts have been made to grant
licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States; or (2)
that, under the circumstances, domestic manufacture is not commercially feasible.


 


I.March-in Rights


 


The Performer agrees that, with respect
to any Subject Invention in which it has retained title, DARPA has the right to require the Performer, an assignee, or exclusive
licensee of a Subject Invention to grant a non-exclusive license to a responsible applicant or applicants, upon terms that are
reasonable under the circumstances, and if the Performer, assignee, or exclusive licensee refuses such a request, DARPA has the
right to grant such a license itself if DARPA determines that:


 


1.Such action is necessary because the Performer,
assignee, or exclusive licensee has not taken effective steps, consistent with the intent of this Agreement, to achieve Practical
Application of the Subject Invention;


 


2.Such action is necessary to alleviate health
or safety needs which are not reasonably satisfied by the Performer, assignee, or exclusive licensee;


 


3.Such action is necessary to meet requirements
for public use and such requirements are not reasonably satisfied by the Performer, assignee, or exclusive licensee; or


 


4.Such action is necessary because the agreement
required by paragraph I of this Article has not been obtained or waived or because a licensee of the exclusive right to use or
sell any Subject Invention in the United States is in breach of such agreement.


 


 



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ARTICLE VIII: DATA RIGHTS


 


A.Allocation of Principal Rights


 


1.This Agreement shall be performed with mixed
Government and Performer funding. The Parties agree that in consideration for Government funding, the Performer intends to reduce
to Practical Application Subject Invention(s) developed under this Agreement.


 


2.The Performer agrees to retain and maintain
in good condition, until two (2) years after completion or termination of this Agreement, all Data necessary to achieve Practical
Application of Subject Invention(s).


 


3.In the event of exercise of the Government’s
“March-in Rights” as set forth under Article VII or in this subparagraph, the Performer agrees that, with respect to
Data necessary to achieve Practical Application of the applicable Subject Invention(s), the Government has the right to require
the Performer to deliver, within sixty (60) calendar days from the date of the written request and at no additional cost to the
Government, all such Data to the Government in accordance with its reasonable directions if the Government determines that:


 


(a)Such action is necessary because the Performer,
assignee, or exclusive licensee has not taken effective steps, consistent with the intent of this Agreement, to achieve Practical
Application of the Subject Invention(s) developed during the performance of this Agreement;


 


(b)Such action is necessary to alleviate health
or safety needs which are not reasonably satisfied by the Performer, assignee, or exclusive licensee; or


 


(c)Such action is necessary to meet requirements
for public use and such requirements are not reasonably satisfied by the Performer, assignee, or exclusive licensee.


 


4.With respect to all Data delivered in the
event of the Government’s exercise of its right under this subparagraph A.3, the Government shall receive Unlimited Rights.


 


5. With respect to Data
developed, generated or delivered under this Agreement, the Government shall receive Government Purpose Rights.


 


6. Any data or intellectual property developed
or generated exclusively at private expense, either prior to, or outside the scope of, this Agreement, to be utilized or delivered
under this Agreement by the Performer and/or its Subcontractors shall be delivered with restrictions as delineated in the List
of Intellectual Property Assertions provided in Attachment 5. The Performer reserves the right to add to or modify the data or
intellectual property identified in Attachment 5, but agrees that it will not use in the performance of this Agreement any private
expense data or intellectual property until Attachment 5 is modified to reflect such additional data or intellectual property,
in a contractual document executed by the Contracting Officer.


 


B.Marking of Data


 


Pursuant to paragraph A above, any
Data delivered under this Agreement shall be marked with the following legend:


 


“Use, duplication, or disclosure
is subject to the restrictions as stated in Agreement HR0011-15-3-0001 between DARPA and Amyris, Inc.”


 


 



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C.Lower Tier Agreements


 


The Performer shall include this
Article, suitably modified to identify the Parties and, as applicable, Subcontractors, in all subcontracts or lower tier agreements,
regardless of tier, for experimental, developmental, or research work under the Program.


 


 


ARTICLE IX:FOREIGN ACCESS TO TECHNOLOGY


 


This Article shall remain in effect during the Term
and for two (2) years thereafter.


 


A.General


 


The Parties agree that research findings
and technology developments arising under this Agreement may constitute a significant enhancement to the national defense and to
the economic vitality of the United States. Accordingly, access to important technology developments under this Agreement by Foreign
Firms or Institutions must be carefully controlled. The controls contemplated in this Article are in addition to, and are not intended
to change or supersede, the provisions of the International Traffic in Arms Regulation (22 CFR pt. 121 et seq.), the DoD Industrial
Security Regulation (DoD 5220.22-R) and the Department of Commerce Export Regulation (15 CFR pt. 770 et seq.)


 


B.Restrictions on Sale or Transfer of Technology
to Foreign Firms or Institutions


 


1.In order to promote the national security
interests of the United States and to effectuate the policies that underlie the regulations cited above, the procedures stated
in subparagraphs B.2 and B.3 below shall apply to any proposed Transfer of Technology. For purposes of this Article IX, a “Transfer
of Technology” means a sale of the Performer or of a Subcontractors, and sales or licensing of Technology, however, the term
“Transfer of Technology” does not include:


 


(a)sales of products or components incorporating
or produced via a Subject Invention(s), or licenses or sales of any genetically modified organism, strain, or compound made by
or from such an organism, strain, excluding genetically modified organism, strain or compound made by or from an organism or strain
developed under this Program.


 


(b)licenses of software or documentation related
to sales of products or components described in clause (a), or


 


(c)a transfer of Technology to foreign subsidiaries
of the Performer for purposes related to this Agreement or to Collaborators, or


 


(d)a transfer of Technology to a Foreign Firm
or Institution, which is a Subcontractor or an approved source of supply or source for the conduct of research under this Agreement;
provided that such transfer shall be limited to that necessary to allow the Foreign Firm or Institution to perform its approved
role under this Agreement.


 


2.The Performer shall provide written notice
to the DARPA Agreements Officer’s Representative and DARPA Agreements Officer of any proposed Transfer of Technology to a
Foreign Firm or Institution by Performer or a Subcontractor at least sixty (60) calendar days prior to the proposed date of transfer.
Such notice shall cite this Article and shall state specifically what Technology is to be transferred and the general terms of
the transfer. Within thirty (30) calendar days of receipt of the Performer’s written notification, the DARPA Agreements Officer
shall advise the Performer whether it consents to the proposed








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Transfer. If DARPA determines that the proposed Transfer
of Technology may have adverse consequences to the national security interests of the United States, the Performer (or, if applicable,
a Subcontractor) and DARPA shall jointly endeavor to find alternatives to the proposed Transfer of Technology which obviate or
mitigate potential adverse consequences of the Transfer of Technology but which provide substantially equivalent benefits to the
Performer (or, if applicable, a Subcontractor). In cases where DARPA does not concur or sixty (60) calendar days after receipt
and DARPA provides no decision, the Performer (or, if applicable, Performer on behalf of a Subcontractor) may utilize the procedures
under Article VI, Disputes. No such Transfer shall take place until a decision is rendered.


 


3.In the event a Transfer of Technology to a
Foreign Firm or Institution which is NOT approved by DARPA takes place, the Performer shall: (a) refund to DARPA funds paid by
DARPA for the development of such unapproved transferred Technology; and (b) the Government shall have a non-exclusive, nontransferable,
irrevocable, paid-up license to practice or have practiced on behalf of the Government such Technology throughout the world for
the Government and any and all other purposes, particularly to effectuate the intent of this Agreement. Upon request of the Government,
the Performer shall provide written confirmation of such licenses.


 


C.Lower Tier Agreements


 


The Performer shall include this
Article, suitably modified to identify the Parties and, as applicable, Subcontractors, in all subcontracts or lower tier agreements,
regardless of tier, for experimental, developmental, or research work under the Program.


 


 


ARTICLE X: TITLE TO AND DISPOSITION OF PROPERTY 


 


A.Title to Property


 


Title to any items of Property acquired
under this Agreement with an acquisition value of $5,000 or less shall vest in the Performer (and/or its Subcontractors) upon acquisition
with no further obligation of the Parties unless otherwise determined in advance by the DARPA Agreements Officer. The Performer
(and/or its Subcontractors) will acquire Property with an acquisition value greater than $5,000 under this Agreement as set forth
in Attachment 6 to this Agreement, which Property is necessary to further the research and development goals of this Program and
is not for the direct benefit of the Government. Title to this Property shall vest in the Performer (and/or its Subcontractors)
upon acquisition. Should any other item of Property with an acquisition value greater than $5,000 be required during the Program,
the Performer shall obtain prior written approval of the DARPA Agreements Officer, which approval shall not to be unreasonably
withheld or delayed. Title to this later acquired Property shall also vest in the Performer (and/or its Subcontractors) upon acquisition.
The Performer (and/or its Subcontractors) shall be responsible for the maintenance, repair, protection, and preservation of all
such Property at its own expense.


 


B.Disposition of Property with Value >$5,000


 


At the completion or termination of the Term,
title to (i) items of Property set forth in Attachment 6 and (ii) any other items of Property acquired under the Program with an
acquisition value greater than $5,000 shall remain vested with the Performer and, if applicable, its Subcontractors without further
obligation to the Government.


 


 


 


 



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ARTICLE XI: CIVIL RIGHTS ACT


 


This Agreement is subject to the
compliance requirements of Title VI of the Civil Rights Act of 1964 as amended (42 U.S.C. 2000-d) relating to nondiscrimination
in Federally assisted programs. The Performer has signed a Certifications for Agreement No. HR0011-15-3-0001, a copy of which is
attached hereto as Attachment 7, which certifies, among other matters, the Performer’s compliance with the nondiscriminatory
provisions of the Act.


 


ARTICLE XII:SECURITY


 


The Government does not anticipate
the need for the Performer (or its Subcontractors) to develop and/or handle classified information in the performance of this Agreement.
No DD254 is currently required for this Agreement.


 


ARTICLE XIII:SUBCONTRACTORS


 


The Performer shall make every
effort to satisfy the intent of competitive bidding of sub-agreements to the maximum extent practical. The Performer may use foreign
entities or nationals as Subcontractors, subject to compliance with the requirements of this Agreement and to the extent otherwise
permitted by law.


 


ARTICLE XIV: KEY PERSONNEL


 


A.The Performer shall notify the DARPA Agreements
Officer in writing prior to making any change in Key Personnel for the Program. The following individuals are designated as ”Key
Personnel” for the purposes of this Agreement:


 


	Name	Role/Title	% Time
	*	Principal Investigator (PI)	100%
	*	Co-PI	100%


 


B.When replacing any of the Key Personnel identified
above, the Performer must demonstrate that the qualifications of the prospective Key Personnel are acceptable to the Government
as reasonably determined by the Program Manager. Substitution of Key Personnel shall be documented by modification to the Agreement
made in accordance with the procedures outlined in Article III, paragraph C.


  


ARTICLE XV: ORDER OF PRECEDENCE


 


In the event of any inconsistency
between the terms of this Agreement and language set forth in the Attachments, the inconsistency shall be resolved by giving precedence
in the following order: (1) the Agreement; and (2) all Attachments to the Agreement.


 





ARTICLE XVI: EXECUTION


 


This Agreement constitutes the entire
agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings,
negotiations and


 


[*] Certain
portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.




 






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    Agreement HR0011-15-3-0001


    

discussions among the Parties, whether oral or written,
with respect to the subject matter hereof. This Agreement may be revised only by written consent of the Performer and the DARPA
Agreements Officer. This Agreement, or modifications thereto, may be executed in counterparts each of which shall be deemed as
original, but all of which taken together shall constitute one and the same instrument.


 





ARTICLE XVII: APPLICABLE LAW


 


United States federal law will apply
to the construction, interpretation, and resolution of any disputes arising out of or in connection with this Agreement.


 


ARTICLE XIII: SEVERABILITY


 


In the event that any one or more
of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be
construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such
provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein
to be unreasonable.


 


ARTICLE XIX: DATA SHARING PLAN AND STATUS REPORTING


 


It is the goal of the Government
that its investment in the tools and capabilities developed under the Program to be multiplied many-fold by adoption and improvement
by researchers across the United States. In order to achieve this vision, the Living Foundries program aims to facilitate interoperability
and open the field to new entrants.


 


The Performer shall make available
the Tools developed under the Program to the broader synthetic biology community by presenting its Program research Data at public
meetings, conferences, and workshops and publishing results in peer-reviewed journal articles. At a minimum, the types of information
that will be made available to the broader synthetic biology community are as discussed below:


 


(i) Data and analysis necessary to evaluate
the utility of the Tools developed under the Program, including standard operating procedures and design specifications enabling
others to reconstitute the equipment, set up, and approaches developed.


 


(ii) Details required
for technical evaluation of the Tools developed under the Program: full protocols, technical drawings of equipment built and specifications
met, Data on accuracy and precision of these systems, and results of procedures performed against large number of samples to investigate
the robustness and readiness of the approaches for broader distribution – providing a trained reader with the information
needed to recapitulate the methods and results described.


 


(iii) The Key Personnel
shall be reasonably available to consult with third parties seeking to replicate the results.


 


The Performer shall include as part
of required monthly Technical Status Reports in Attachment 2 an on-going status of efforts to develop and/or carry out this Intellectual
Property and Data Sharing plan. Reporting shall include a summary of Data sharing activities that have taken place during the reporting
period, and any Data sharing activities planned to take place within three months of the reporting period.


 


 



    24 of 25


    Agreement HR0011-15-3-0001


    




The Performer shall also include as part of required monthly
Technical Status Reports in Attachment 2 a listing of the Performer’s Subject Invention disclosures, Subject Invention patent
applications and a brief discussion summarizing plans, if any, to license the resulting Subject Inventions (e.g., intent and rationale
regarding whether the Performer intends to seek non-exclusive licensing, exclusive licensing for a particular field of use, or
exclusive licensing across the board, etc.).


 


 


 


 






    25 of 25


    HR0011-15-3-0001


    

Attachment 1


M2K Program


Statement of Work (SOW)


 


References:


		(a)	Amyris Proposal “Mgs to Kgs” (M2K) dated February 3, 2015



 


As detailed in reference (a), the Performer will complete
the work set forth below to achieve the Program Goals / Objectives set forth in Technology Investment Agreement HR0011-15-3-0001.


 


MODULE A: *


Task A.1: * (Ubersax, Amyris)


Task Objective: *


 


Milestone (Month 3): *


Metrics/Completion Criteria: *


Deliverables: *


 


Task A.2: * (Meadows, Amyris)


Task Objective: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


Deliverables *


 


Milestone (Month 18): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 24): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 30): *


 


 


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    1


    HR0011-15-3-0001


    




Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 36): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 42): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 48): *


Metrics/Completion Criteria: *


Deliverables: *


 


MODULE B: *


 


Task B.1: * (Singh, Amyris)


Task Objective: *


 


Milestone (Month 3): *


Deliverables: *


 


Milestone (Month 12): *


Deliverables: *


 


Task B.2: * (Singh, Amyris)


Task Objective: *


 


Milestone (Month 3): *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    2


    HR0011-15-3-0001


    




Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 9): *


Metrics/Completion Criteria:
*


Deliverables: *


 


Task B.3: * (Singh, Amyris)


Task Objective: *


 


Milestone (Month 6): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 9): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 15): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 18): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 21): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 24): *


Metrics/Completion Criteria: *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    3


    HR0011-15-3-0001


    




Deliverables: *.


 


Milestone (Month 30): *


Metrics/Completion Criteria: *


Deliverables: *


Milestone (Month 36): *


Metrics/Completion Criteria*


Deliverables: *


 


Task B.4: * (Singh, Amyris)


Task Objective: *


 


Milestone (Month 3): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 6): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 12): *


Metrics/Completion Criteria:
*


Deliverables: *


 


Milestone (Month 18): *


Metrics/Completion Criteria: *


Deliverables: *.


 


Milestone (Month 24): *


Metrics/Completion Criteria: *


Deliverables: *.


 


Task B.5: Designer (Singh, Amyris)


Task Objective: *


 


Milestone (Month 6): *


Metrics/Completion Criteria: *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    4


    HR0011-15-3-0001


    




Deliverables: *


 


Milestone (Month 12): *


Metrics/Completion Criteria:
*


Deliverables: *


Milestone (Month 21): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 24): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 24): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 30): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 30): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 36): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 42): *


Metrics/Completion Criteria: *


Deliverables: *


 


 


MODULE C: *


 


Task C.1: * (Toofanny, Arzeda).


Task Objective: *


 


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    5


    HR0011-15-3-0001


    




Milestone (Month 3): *


Metrics/Completion Criteria: *


Deliverables: *


 


 


 


Milestone (Month 6): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 9): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 9): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 24): *


Metrics/Completion Criteria: *


Deliverables: *


 


Task C.2: * (Galdzicki, Arzeda).


Task Objective: *


 


Milestone (Month 18): *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    6


    HR0011-15-3-0001


    




Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 24): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (month 30): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 42): *


Metrics/Completion Criteria: *


Deliverables: *


 


MODULE D: *


 


Task D.1: * (Ban, Arzeda)


Task Objective: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 24): *


Metrics/Completion Criteria: *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    7


    HR0011-15-3-0001


    




Deliverables: *


 


 


 


Task D.2: * (Ban, Arzeda)


Task Objective: *


 


Milestone (Month 6): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 9): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 12*


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 15): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 18): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 21): *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    8


    HR0011-15-3-0001


    




Metrics/Completion Criteria: *


Deliverables: *


 


Task D.3: * (Ban, Arzeda)


Task Objective: *


 


Milestone (Month 6): *


Metrics/Completion Criteria: *


Deliverable: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


Deliverable: *


 


Milestone (Month 18): *


Metrics/Completion Criteria: *


Deliverable: *


 


Task D.4: * (Ban, Arzeda)


Task Objective*


 


Milestone (Month 20): *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    9


    HR0011-15-3-0001


    




Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 22): *


Metrics/Completion Criteria: *


Deliverables*


 


Milestone (Month 24): *


Metrics/Completion Criteria: *


Deliverables: *


 


Task D.5: * (Ban, Arzeda).


Task Objective: *


 


Milestone (Month 30): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 36): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 45): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 48): *


Metrics/Completion Criteria: *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    10


    HR0011-15-3-0001


    




Deliverable: *


 


 


 


 


MODULE E: *


 


Task E.1: * (Horwitz, Amyris) 


Task Objective: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 18): * 


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 24): * 


Metrics/Completion Criteria: *


Deliverables: *


 


Task E.2: * (Horwitz, Amyris) 


Task Objective: *


 


Milestone (Month 18): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 24): *


Metrics/Completion Criteria: *


Deliverables: *


 


Task E.3 (Month 24): * (Horwitz, Amyris)


Task Objective: *


 


Milestone (Month 18): * 


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    11


    HR0011-15-3-0001


    




Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 24): * 


Metrics/Completion Criteria: *


Deliverables: *


 


MODULE F: *


 


Task F.1: * (Shapland, Amyris)


Task Objective: *


 


Milestone (Month 3): *


Metrics/Completion Criteria: *


Deliverables: *


 


Subtask F.1.1 (Month 3): *


Subtask F.1.2 (Month 3): *


 


Subtask F.1.3 (Month 1): *


 


Subtask F.1.4 (Month 3): *


 


Task F.2: * (Shapland, Amyris)


Task Objective: *


 


Milestone (Month 6): *


Metrics/Completion Criteria: *


Deliverables: *


 


Subtask F.2.1 (Month 3): *


 


Subtask F.2.2 (Month 3): *


Subtask F.2.2 (Month 4): *


 


Subtask F.2.4 (Month 5): *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 


 



    12


    HR0011-15-3-0001


    




Subtask F.2.5 (Month 6): *


 


 


Task F.3: * (Shapland, Amyris)


Task Objective: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


Deliverables: *


 


Subtask F.3.1 (Month 3): *


 


Subtask F.3.2 (Month 3): *


 


Subtask F.3.2 (Month 4): *


 


Subtask F.3.4 (Month 10): *


 


Subtask F.3.5 (Month 12): *


 


 


MODULE G: DELETED


 


MODULE H: *


 


Task H.1: * (Apffel, Agilent)


Task Objective: *


 


Milestone (Month 6): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    13


    HR0011-15-3-0001


    




Deliverables: *


 


Milestone (Month 18): *


Metrics/Completion Criteria: *


Deliverables: *


 


Subtask H.1.1 (Month 3): *


 


Subtask H.1.2 (Month 15): *


 


Task H.2: * (Denery, Amyris). 


Task Objective: *


 


Milestone (Month 6): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


Deliverables: *


 


Task H.3: * (Denery, Amyris)


Task Objective: *


 


Milestone (Month 6): *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    14


    HR0011-15-3-0001


    




Metrics/Completion Criteria: *


Deliverables: *


 


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 18) *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 24): *


Metrics/Completion Criteria: *


Deliverables: *


 


Subtask H.3.1 (Month 1): *


 


Task H.4: * (Apffel, Agilent)


Task Objective: *


 


Milestone (Month 6): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    15


    HR0011-15-3-0001


    




Deliverables: *


 


Milestone (Month 24): *


Metrics/Completion Criteria: *


Deliverables: * 


 


Subtask H.4.1 (Month 18): *


 


Task H.5: * (Apffel, Agilent)


Task Objective: *


 


Milestone (Month 6): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


Deliverables: *


 


Subtask H.5.1 (Month 2): *


 


Task H.6: * (Denery, Amyris)


Task Objective: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 18): *


Metrics/Completion Criteria: *


Deliverables: *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    16


    HR0011-15-3-0001


    




Milestone (Month 30): *


Metrics/Completion Criteria: *


Deliverables: *


 


 


MODULE I: *


 


Task I.1: * (Trapp, Univ. of Heidelberg)


Task Objective: *


 


Milestone (Month 9): *


Metrics/Completion Criteria: *


Deliverables: *


 


Subtask I.1.1 (Month 2): *


 


Subtask I.1.2 (Month 5): *


 


Subtask I.1.3 (month 8): *


 


Task I.2: * (Trapp, Univ. of Heidelberg)


Task Objective: *


 


Milestone (month 9): *


Metrics/Completion Criteria: *


Deliverables: *


 


Subtask I.2.1 (Month 1): *


 


Subtask I.2.2 (Month 5): *


 


Subtask I.2.3 (Month 8): *


 


Task I.3: * (van Deren, Amyris) 


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    17


    HR0011-15-3-0001


    




Task Objective: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


Deliverables: *


Subtask I.3.1 (Month 10): *


 


Task I.4: * (van Deren, Amyris)


Task Objective: *


 


Milestone (Month 18): *


Metrics/Completion Criteria: *


Deliverables: *


 


Subtask I.4.1 (Month 9): *


 


Subtask I.4.2 (Month 12): *


 


Subtask I.4.3 (month 15): *


 


Task I.5: * (Trapp, Univ. of Heidelberg) 


Task Objective: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


Deliverables: *


 


Subtask I.5.1 (Month 10): *


 


Task I.6: * (van Deren, Amyris)


Task Objective: *


 


Milestone (Month 18): *


Metrics/Completion Criteria: *


Deliverables: *


 


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    18


    HR0011-15-3-0001


    




Subtask I.6.1 (Month 9): *


 


Subtask I.6.2 (Month 12): *


 


Subtask I.6.3 (month15): *


 


 


MODULE J: *


 


Task J.1: * (Leaf, Amyris) 


Task Objective: *


 


Milestone (Month 3): *


Deliverables: *


 


Subtask J1.1 (Month 2): *


 


Subtask J1.2 (Month 3): *


 


Milestone (Month 12): *


Deliverables: *


 


Subtask J1.2 (Month 6): *


 


Subtask J1.3 (Month 9): *


 


Milestone (Month 18): *


Deliverables: *


 


Subtask J1.4 (Month 12): *


 


Subtask J1.5 (Month 15): *


 


Subtask J1.6 (Month 18): *


 


Task J.2: * (Dahl, Amyris). 


Task Objective*


 


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    19


    HR0011-15-3-0001


    




Milestone (Month 21): *


Deliverables: *


 


Subtask J2.1 (Month 20): *


 


Milestone (Month 24): *


Deliverables: *


 


Subtask J2.2 (Month 24): *


 


Subtask J2.3 (Month 24): *


 


Task J.3: * (Leaf, Amyris) 


Task Objective: *


 


Milestone (Month 30): *


Deliverables: *


 


Subtask J3.1 (Month 27): *


 


Subtask J3.2 (Month 30): *


 


Subtask J3.3 (Month 30): *


 


Milestone (Month 30): *


Deliverables: *


 


Subtask J3.4 (Month 27): *


 


Subtask J3.5 (Month 30): *


 


Milestone (Month 33): *


Deliverables: *


 


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    20


    HR0011-15-3-0001


    




Subtask J3.6 (Month 30): *


 


Subtask J3.7 (Month 33): *


 


Milestone (Month 36): *


Deliverables: *


Subtask J3.8 (Month 33): *


 


Subtask J3.9 (Month 36): *


 


Task J.4 (Optional): * (Kaufmann-Malaga, Amyris)


Task Objective: *


 


Milestone (12 months): *


Deliverables: *


 


Subtask J4.1 (Month 3): *


 


Subtask J4.2 (Month 6): *


 


Subtask J4.3 (Month 6): *


 


Subtask J4.4 (Month 12): *


 


Milestone (18 months): *


Deliverables: *


 


Subtask J4.5 (Month 6): *


 


Subtask J4.6 (Month 12): *


 


Subtask J4.7 (Month 18): *


 


Milestone (24 months): *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    21


    HR0011-15-3-0001


    




Deliverables: *


 


Subtask J4.8 (Month 21): *


 


Subtask J4.9 (Month 24): *


 


Subtask J4.10 (Month 24): *


 


MODULE K: *


 


Task K.1: * (Wojciechowski, Amyris)


Task Objective: *


 


Milestone (Month 6): *


Metrics/Completion Criteria: *


Deliverables: *


 


Task K.2: * (Wojciechowski, Amyris)


Task objective: *


 


Milestone (Month 12): *


Metrics/Completion Criteria: *


Deliverables: *


 


Task K.3: * (Wojciechowski, Amyris)


Task objective: *


 


Milestone (Month 18): *


Metrics/Completion Criteria: *


Deliverables: *


 


Task K.4: * (Wojciechowski, Amyris) 


Task Objective: *


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 



    22


    HR0011-15-3-0001


    




Milestone (Month 24): *


Metrics/Completion Criteria: *


Deliverables: *


 


Milestone (Month 30): *


Metrics/Completion Criteria: *


Deliverables: *


 


Task L: Biosafety and Biosecurity Planning and
Reporting


Task Objective:The research and engineering
depicted in this Statement of Work seeks to make existing capabilities (e.g. genetic modification of microbes to produce commodity
chemicals) more efficient with the intended purpose of speeding the development of Living Foundries. The goal of this research
is to make better engineering tools, and not to produce microbes that may have dual-use potential. As noted in the Performer’s
technical proposal, a review of the research activities identified within this Statement of Work determined that this project will
not enable technologies that are related to human, animal, or plant health. The Performer’s choice of potential chassis or
hosts will be made from amongst the list of microbes that, prior to genetic modification, are designated safely handled in a Biosafety
Level 1 facility. Additionally, the resulting genetically modified organisms have no selective advantage in the environment. The
Performer shall demonstrate throughout the program that all methods and demonstrations of capability comply with national guidance
for manipulation of genes and organisms and follow all guidance for biological safety and biosecurity. Demonstrations and testbeds
must meet any applicable regulations designed to protect human health and the environment promulgated by the Environmental Protection
Agency, National Institutes of Health, or other relevant agencies of the Federal Government. The Performer shall use, store, and
destroy biological material in accordance with all applicable regulations.


 


Deliverable: Include as part of the Monthly
Technical Status Reports an on-going status of Performer efforts to develop and/or carry out Bio-Safety and Security requirements.


 


 


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 



    23


    HR0011-15-3-0001


    




M2K project timelines and milestones


 


[*]


 


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 


 


 


 


 



    24


    HR0011-15-3-0001


    




ATTACHMENT 2


REPORT REQUIREMENTS


 


A.TECHNICAL STATUS REPORT


 


On or before thirty (30) calendar days after the Effective Date
and monthly thereafter throughout the Term, the Performer shall submit, via email, a monthly Technical Status Report to the DARPA
Program Manager, DARPA Agreements Officer, Agreement Officer’s Representative (AOR), and DARPA ADPM. The Technical Status
Report will detail technical progress to date and report on all problems, technical issues, and major developments of the Program,
as well as the status of Collaborations using Subject Inventions during the reporting period. Technical Status Reports shall be
marked with Distribution Statement B:


 


“DISTRIBUTION STATEMENT B. Distribution authorized
to U.S. Government agencies only due to the inclusion of proprietary information. Other requests for this document shall be referred
to DARPA Public Release Center (PRC) via email at PRC@darpa.mil.”


 


B.BUSINESS STATUS REPORT


 


On or before ninety (90) calendar days after the Effective Date
and quarterly (contract, not calendar) thereafter throughout the Term, the Performer shall submit, via email, a quarterly Business
Status Report to the DARPA Program Manager, DARPA Agreements Officer, Agreement Officer’s Representative (AOR), and DARPA
ADPM. The Business Status Report shall provide summarized details and quarterly accounting of the then-current Performer Contribution
amount compared to the then-anticipated Performer Contribution amount set forth in Attachment 4. Any “major deviations”
(i.e., over plus or minus 10%) from the anticipated Performer Contribution amount at that time shall be explained along with discussions
of the adjustment actions proposed, which could include a potential reduction in Government funding, if necessary, pursuant to
Agreement Article I, paragraph C.3. Depending on the circumstances, the Payable Milestones may require adjustment. Business Status
Reports shall be marked with Distribution Statement B:


 


“DISTRIBUTION STATEMENT B. Distribution authorized
to U.S. Government agencies only due to the inclusion of proprietary information. Other requests for this document shall be referred
to DARPA Public Release Center (PRC) via email at PRC@darpa.mil.”


 


C.ANNUAL PROGRAM PLAN DOCUMENT


The Performer shall submit via email or otherwise provide to
the DARPA Agreements Officer’s Representative, DARPA Program Manager and DARPA Agreements Officer one (1) copy each of the
Annual Program Plan as described in Article III, paragraph B of the Agreement. This document shall be submitted not later than
thirty (30) calendar days following the Annual Site Review as described in Article III, subparagraph B.2(a) of the Agreement. Annual
Program Plans shall be marked with Distribution Statement B:


 


“DISTRIBUTION STATEMENT B. Distribution authorized
to U.S. Government agencies only due to the inclusion of proprietary information. Other requests for this document shall be referred
to DARPA Public Release Center (PRC) via email at PRC@darpa.mil.”


 


D.SPECIAL TECHNICAL REPORTS


 


The Performer shall submit via email or otherwise provide to
the DARPA Agreements Officer’s Representative, the DARPA Program Manager and DARPA Agreements Officer one (1) copy each of
Special Technical Reports on significant Program events such as significant target accomplishments by the Performer, significant
tests, experiments, or symposia, as discussed in the Attachment 1, Statement of Work. Special Technical Reports shall be marked
with Distribution Statement B:


 



    Page 1 of 4


    HR0011-15-3-0001


    




“DISTRIBUTION STATEMENT B. Distribution authorized
to U.S. Government agencies only due to the inclusion of proprietary information. Other requests for this document shall be referred
to DARPA Public Release Center (PRC) via email at PRC@darpa.mil.”


 


E.SCIENTIFIC PAPERS


 


If, during the Term, the Performer shall publish scientific
papers on the Program, one (1) copy of each published scientific paper shall be submitted via email or otherwise provided to the
DARPA Agreements Officer’s Representative, DARPA Program Manager, and DARPA Agreements Officer. Scientific Papers shall be
marked with Distribution Statement A:


 


"Approved for public release; distribution is unlimited.”


 


E.PAYABLE MILESTONES REPORTS


 


In order to receive payment for an accomplished Payable Milestone,
the Performer shall submit via email or otherwise provide to the DARPA Agreements Officer’s Representative, the DARPA Program
Manager and DARPA Agreements Officer documentation describing the extent of accomplishment of such Payable Milestone(s). This information
contained in such reports shall be as required by Article V, paragraph B of the Agreement and shall be sufficient for the DARPA
Agreements Officer’s Representative to reasonably verify the accomplishment of the applicable Payable Milestone(s) in accordance
with the Attachment 1, Statement of Work and Attachment 3, Payable Milestones and Corresponding Payment Schedule. Payable Milestone
Reports shall be marked with Distribution Statement B:


 


“DISTRIBUTION STATEMENT B. Distribution authorized
to U.S. Government agencies only due to the inclusion of proprietary information. Other requests for this document shall be referred
to DARPA Public Release Center (PRC) via email at PRC@darpa.mil.”


 


F.FINAL REPORT


(NOTE: The Final Report is included in the last Payable Milestone
for the completed Agreement)


 


1.The Performer shall submit or otherwise provide a
Final Report making full disclosure of all major developments by the Performer upon completion of the Agreement or within sixty
(60) calendar days of termination of this Agreement. With the approval of the DARPA Agreements Officer’s Representative,
reprints of published articles may be attached to the Final Report. The Final Report shall be submitted via email to the DARPA
Program Manager, DARPA Agreements Officer, DARPA Agreement Officer’s Representative, DARPA ADPM, and the Defense Technical
Information Center.


 


2.The Final Report shall be marked with a distribution
statement to denote the extent of its availability for distribution, release, and disclosure without additional approvals or authorizations.
The Final Report shall be marked on the front page in a conspicuous place with the following marking:


 


“DISTRIBUTION STATEMENT B.
Distribution authorized to U.S. Government agencies only due to the inclusion of proprietary information. Other requests for this
document shall be referred to DARPA Public Release Center (PRC) via email at PRC@darpa.mil.”


 



    Page 2 of 4


    HR0011-15-3-0001


    




G.REPORT MARKINGS


 


(1)The cover or title page of each of the above reports
or publications prepared will have the following citation:


 


Sponsored by: Defense Advanced Research
Projects Agency Biological Technology Office (BTO)


Program: Living Foundries


Issued by: DARPA/CMO under Agreement No.
HR0011-15-3-0001


 


(2) The title page shall include a disclaimer
worded substantially as follows:


 


“The views and conclusions contained
in this document are those of the authors and should not be interpreted as representing the official policies, either expressly
or implied, of the Defense Advanced Research Projects Agency or the U.S. Government.”


 


(3) The Final Report shall include a Standard Form 298, August
1998.


 


(4) All reports shall be marked with the below Distribution
Statement and Data Rights statements:


 


(a) Distribution Statement designations
are listed above for each individual type of report.


(b) Government Purpose Rights.


 


“GOVERNMENT PURPOSE RIGHTS Agreement Number:
HR0011-15-3-0001


Contractor Name: Amyris, Inc.”


 


“In accordance with Article VIII, as applicable,
contained in the above identified Agreement, the Government has the right to use, duplicate, or disclose Data, in whole or in part
and in any manner, for Government purposes only, and to have or permit others to do so for Government purposes only.”


 


(c) Limited Rights.


 


“LIMITED RIGHTS


Agreement Number: HR0011-15-3-0001


Contractor Name: Amyris, Inc.”


 


“In accordance with Article VIII, as applicable,
contained in the above identified Agreement, the Government has the right to use, modify, reproduce, release, perform, display,
or disclose Data, in whole or in part, within the Government. The Government may not, without the written permission of the party
asserting limited rights, release or disclose the Data outside the Government.”


 


H.EXECUTIVE SUMMARY


 


The Performer shall submit a one to two page executive-level
summary of the major accomplishments of the Agreement and the benefits of using the “other transactions” authority
pursuant to 10 U.S.C. § 2371 upon completion of the Agreement. This summary shall include a discussion of the actual or planned
benefits of the technologies for both the military and commercial sectors. Two (2) copies shall be submitted to the DARPA Agreements
Officer.






    Page 3 of 4


    HR0011-15-3-0001


    

Attachment 3


 


Total Agreement Funding Plan and Payable
Milestones and Corresponding Payment Schedule


Revision 1 (per Modification P00001 dated
10.15.2015)


 


Total Agreement Funding Plan


(for informational purposes only)



 


 


	 	DARPA Payment Total	Performer Contribution $	
        Agreement Funding

        Grand Total
	
        DARPA Share 

        %
	Performer Contribution %
	Module A Total	$11,267,168 	$1,238,563 	$12,505,727 	90.10%	9.90%
	Module B Total	$4,517,217 	$767,829 	$5,285,046 	85.47%	14.53%
	Module C Total	$1,065,228 	$565,813 	$1,631,041 	65.31%	34.69%
	Module D Total	$2,532,939 	$1,003,490 	$3,536,429 	71.62%	28.38%
	Module E Total	$1,183,490 	$1,939,053 	$3,122,543 	37.90%	62.10%
	Module F Total	$1,054,407 	$767,829 	$1,822,236 	57.86%	42.14%
	Module G Total	DELETED
	Module H Total	$5,895,752 	$3,831,230 	$9,726,982 	60.61%	39.39%
	Module I Total	$1,462,441 	$1,775,450 	$3,237,891 	45.17%	54.83%
	Module J Total	$3,000,887 	$2,517,831 	$5,518,718 	54.38%	45.62%
	Module K Total	$3,180,481 	$1,154,251 	$4,334,731 	73.37%	26.63%
	 	$35,160,011 	$15,561,338 	$50,721,349 	69.32%	30.68%


 






    


    HR0011-15-3-0001


    

Payable Milestones and Corresponding
Payment Schedule


 





	Payable 

Milestones	Task	Metric	Government Payment 

due the Performer upon 

Completion	MS Month	CLIN/SLIN/

ACRN
	1	*	*	*	1/31/16	0001/01/AA
	2	*	*	*	0001/01/AA
	*	*
	*	*
	3	*	*	*	0001/01/AA
	4	*	*	*	0001/01/AA
	5	*	*	*	0001/01/AA
	6	*	*	*	4/30/16	0001/01/AA
	*	*
	7	*	*	*	0001/01/AA
	*	*
	*	*
	*	*
	8	*	*	*	0001/01/AA
	9	*	*	*	0001/01/AA







 


[*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.






    


     HR0011-15-3-0001

    

 





	10	*	*	*	 	0001/01/AA
	*	*
	11	*	*	*	0001/01/AA
	12	*	*	*	0001/01/AA
	13	*	*	*	0001/01/AA
	14	*	*	*	7/31/16	0001/01/AA
	*	*
	15	*	*	*	0001/01/AA
	*	*
	*	*
	16	*	*	*	0001/01/AA
	
        17

         
	*	*	*	0001/01/AA
	*	*
	18	*	*	*	0001/01/AA
	19	*	*	*	10/31/16	0001/01/AA







 


[*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



    


     HR0011-15-3-0001

    




 





	20	*	*	*	 	0001/01/AA
	*	*
	*	*
	*	*
	21	*	*	*	0001/01/AA
	*	*
	*	*
	*	*
	22	*	*	*	0001/01/AA
	23	*	*	*	0001/01/AA
	24	*	*	*	0001/01/AA
	*	*
	25	*	*	*	0001/01/AA







 


[*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



    


     HR0011-15-3-0001

    




 





	 	*	*	 	 	 
	*	*
	26	*	*	*	0001/01/AA
	27	*	*	*	0001/01/AA
	*	*
	28	*	*	*	0001/01/AA
	29	*	*	*	1/31/17	0001/01/AA
	30	*	*	*	4/30/17	0001/01/AA
	31	*	*	*	0001/01/AA
	*	*
	32	
        *

         
	*	*	0001/01/AA
	33	*	*	*	0001/01/AA







 


[*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



    


     HR0011-15-3-0001

    




 





	 	*	*	 	 	 
	34	*	*	*	0001/01/AA
	*	*
	*	*
	35	*	*	*	0001/01/AA
	36	*	*	*	0001/01/AA
	37	*	*	*	0001/01/AA
	38	*	*	*	0001/01/AA
	*	*
	39	*	*	*	
        0001/01/AA

        (Partially funded @ $315,985 at time of
        TIA Award)

	40	*	*	*	7/31/17	 
	*	*
	*	*
	41	*	*	*	 
	42	*	*	*	 
	43	*	*	*	4/30/18	 
	44	*	*	*	 
	*	*
	*	*







 


[*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.



    


     HR0011-15-3-0001

    




 





	 	*	*	 	 	 
	45	*	*	*	 
	*	*
	*	*
	*	*
	46	*	*	*	 
	*	*
	*	*
	47	*	*	* 	 
	*	*
	48	*	*	*	 
	49	*	*	*	 
	50	*	*	*	 
	51	*	*	*	 
	*	*
	*	*
	52	*	*	*	 
	*	*
	53	*	*	*	 
	54	*	*	*	 







 


[*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.






    


     HR0011-15-3-0001

    

 





	 	*	*	 	 	 
	55	*	*	*	 
	56	*	*	*	7/31/18	 
	57	*	*	*	10/31/18	 
	58	*	*	*	 
	*	*
	59	*	*	*	 
	60	*	*	*	 
	61	*	*	*	4/30/19	 
	62	*	*	*
	OPTION 63	*	*	*
	64	*	*	*	7/31/19	 
	OPTION 65	*	*	*	10/31/19	 
	66	*	*	*	 
	 	 	Baseline Costs	$34,167,843	 	 
	 	 	Option Costs	$992,168	 	 
	 	 	TOTAL	$35,160,011	 	 







 


[*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

 






    


    HR0011-15-3-0001


    

Attachment 4


Funding Schedule


 


 


A.Projected Program Funding Commitments


 


	
         

        Fiscal Year
	DARPA Funding	Performer Contribution
	Year 1	$6,035,686	$2,019,883
	Year 2	$10,639,696	$5,978,221
	Year 3	$8,415,397	$3,956,931
	Year 4	$6,679,680	$2,306,223
	Year 5 Firm	$2,397,384	$1,300,079
	Year 5 Option	$992,168	Not Applicable
	Total	$35,160,011	$15,561,338


 


DARPA funding shall be applied toward the following
expenses: Direct labor, other direct cost purchases and travel cost, to include indirect costs thereof for all three categories,
as included in Amyris’s Living Foundries M2K proposal dated 8 May 2015 (as amended).


 


DARPA has established two option tasks. The criteria
for funding these option tasks is set forth in the table below:


 


	Technical Task #	Task # and Title	Cost	Funding Criteria
	63	Task C.2 *	$85,125	Completion of Task A.2 (Mth 42)
	65	Task A.2: *	$907,043	Completion of Task C.2 (Mth 30)
	 	 	$992,168	 


 


 


B.Projected Performer Contribution


 


	Fiscal Year	Cash*	In-Kind**
	Year 1	$2,019,883	$0
	Year 2	$5,978,221	$0
	Year 3	$3,956,931	$0
	Year 4	$2,306,223	$0
	Year 5	$1,300,079	$0
	Total	$15,561,338	$0


 


*Cash contributions
consist of: direct labor and direct materials/equipment purchases, to include indirect costs thereof for both categories, as included
in Amyris’s Living Foundries M2K proposal dated 8 May 2015 (as amended). The aforementioned are considered cash contributions
made by Amyris in support of the Living Foundries M2K research program.


**In-kind contributions consist of: Not applicable






    1


    HR0011-15-3-0001


    

Attachment 5


 


List of Intellectual Property Assertions
by the Performer


 


 


 


The Performer reserves the right to add
to or modify this Attachment 5 (including Tables 1, 2, 3, and 4). Note that divisional patents and patent applications are not
listed in this Attachment 5


 


 


Table 1 lists technical data and computer
software of Amyris, Inc. that is intended to be generated, developed and/or delivered as a result of the work proposed for the
Program, for which the Government will acquire Limited Rights.


 


	 Table 1.
	Technical Data and Computer Software to be Furnished with Restrictions	 	Basis for Assertion	Name of Person Asserting Restrictions
	·         *	Limited Rights	*	Amyris, Inc.
	·         *	Limited Rights	Software suites were developed exclusively with private funding.	Amyris, Inc.
	·         *	Limited Rights	Software suites were developed exclusively with private funding.	Amyris, Inc.


 


 


 





This page contains proprietary information of Amyris,
Inc. that is provided for purposes of review and evaluation only on a need-to-know basis within the Government. It should not be
released to persons outside the Government.


[*] Certain portions
denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.






    1


    HR0011-15-3-0001


    




Table 2 provides an exemplary, non-limiting
list of patents and patent applications, pending or issued as of September 11, 2015, of Amyris, Inc., the Inventions of which may
be used in the performance of the Program but to which the Government shall have no rights because they existed prior to the Effective
Date:


 


Table 2.


 


	Title	Application No.	
        Patent No.

        (Publication No.)

	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*


 


 





This page contains proprietary information of Amyris,
Inc. that is provided for purposes of review and evaluation only on a need-to-know basis within the Government. It should not be
released to persons outside the Government.


[*] Certain portions
denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.





 



    2


    HR0011-15-3-0001


    




Table 3 lists technical data and computer
software of Arzeda Corp. that is intended to be generated, developed and/or delivered as a result of the work proposed for the
Program, for which the Government will acquire Limited Rights.


 


	 Table 3.
	Technical Data and Computer Software to be Furnished with Restrictions	 	Basis for Assertion	Name of Person Asserting Restrictions
	*	Limited Rights	*	
        Arzeda Corp.

         

         

	*	Limited Rights	*	Arzeda Corp.
	*	Limited Rights	*	Arzeda Corp.
	*	*Limited Rights	*	Arzeda Corp.
	*	Limited Rights	*	Arzeda Corp.
	*	Limited Rights	*	Arzeda Corp.
	 	 	 	 


 


 


 


 


 


 


 





This page contains confidential and proprietary
information of Arzeda Corp. that is provided for purposes of review and evaluation only on a need-to-know basis within the Government.
It should not be released to persons outside the Government.


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 







 



    3


    HR0011-15-3-0001


    




Table 4 provides an exemplary, non-limiting
list of patents and patent applications, pending or issued as of September 11, 2015, of Arzeda Corp., the Inventions of which may
be used in the performance of the Program but to which the Government shall have no rights because they existed prior to the Effective
Date:


 


Table 4.


 


	Title	Application No.	
        Patent No.

        (Publication No.)

	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*
	*	*	*


 


 


 


 


 





This page contains confidential and proprietary
information of Arzeda Corp. that is provided for purposes of review and evaluation only on a need-to-know basis within the Government.
It should not be released to persons outside the Government.


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 







 






    4


    HR0011-15-3-0001


    

Attachment 6


List of Property Greater than $5,000


 


	Module	Material/Equipment	Units	Unit $	Total Cost
	E	*	1	$237,177	$237,177
	E	*	4	$4978	$19,912
	E	*	1	$108,405	$108,405
	E	*	1	$321,849	$321,849
	E	*	2	$60,061	$120,122
	E	*	1	$363,759	$363,759
	H	*	2	$787,291.50	$1,574,583
	H	*	1	$150,431	$150,431
	H	*	1	$495,970	$495,970
	H	*	1	$424,530	$424,530
	H	*	1	$20,258	$20,258
	H	*	1	$33,440	$33,440
	I	*	1	$111,991	$111,991
	I	*	1	$129,221	$129,221
	I	*	1	$766,409	$766,409
	J	*	1	$190,859	$190,859
	J	*	1	$123,407	$123,407
	J	*	3	$190,859	$572,577
	J	*	3	$123,407	$370,221
	J	*	1	$150,000	$150,000
	K	*	1	$232,690	$232,690
	K	*	1	$30,000	$30,000


 


 


[*] Certain portions denoted with an asterisk
have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with
respect to the omitted portions.


 


 






    


    


    

Attachment 7


 


CERTIFICATIONS FOR
AGREEMENT NO. HROOll-lS-3-0001


 


1. The undersigned certifies, to the best of
his or her knowledge and belief, that this organization


 


(a) Pursuant to Executive Order 12549 and implementing
rule, is presently not debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions
by any Federal department or agency.


 


(b) Pursuant to Public Law 100-690 and implementing
final rule, effective 24 July 1990, will provide a drug-free workplace. The place of performance is:


 





	5885 Hollis Street, Suite 100 	Emeryville,
Alameda, CA 	94608
	[Street Address]	[City,
County, State]	[Zip code]




 


(c) Is in compliance with the provisions
of DoD Directive 5500.11, "Nondiscrimination in


Federally Assisted Programs",
which implements Title VI of the Civil Rights Act of 1964.


 


2. The following certification
applies only to actions exceeding $100,000.00:


 


Section 1352, Title 31, u.s.c.
(Public Law 101-121, Section 319) entitled, "Limitation on use of appropriated funds to influence certain Federal contracting
and financial transactions."


 


(1) No Federal appropriated funds
have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an
officer or employee of an agency, a Member of Congress, an Officer or employee of Congress, or an employee of a Member of Congress
in connection with the awarding of any Federal contract, the making of any Federal Grant, the
making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment,
or modification of any Federal contract, grant, loan,
cooperative agreement, or
other transaction.


 


(2) If any funds other than Federal
appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee
of any agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with the Federal contract, grant, loan, cooperative agreement,
or other transaction, the undersigned shall complete and
submit Standard Form LLL, "Disclosure Form to Report Lobbying,"
in accordance with its instructions.


 


(3) The undersigned shall require
that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts,
sub-grants, and contracts under grants, loans, cooperative
agreements and other transactions) and that all sub-recipients shall certify and disclose accordingly.


 


This certification is a material
representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification
is a prerequisite for making or entering into this transaction imposed by Section 1352, Title
31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00
and not more than $100,000.00 for each such failure.


 


 


 



    


    


    




3. The undersigned represents that -


 


(a) It is [ ] is not [X] a corporation
that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been
exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible
for collecting the tax liability;


 


(b) It is [ ] is not [X] a corporation
that was convicted of a felony criminal violated under Federal law within the preceding 24 months.


 


	Joel Cherry, Ph.D., President, Research and Development	 	 
	[Typed Name and Title of Official responsible for this transaction]	 	 
	 	 	 
	Amyris, Inc.	 	 
	[Name of Organization/Institution]	 	 
	 	 	 
	 	 	 
	[Signature of Official responsible for this transaction]	 	[Date]