Amyris2014-Q210-QEx1003TotalPilotPlantSubleaseFinalApril72014


	
			
	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.






SUBLEASE
THIS SUBLEASE (this “Sublease”), dated as of April 4, 2014 (the “Effective Date”), is entered into by and between AMYRIS, INC., a Delaware corporation (“Amyris”), and TOTAL NEW ENERGIES USA, INC., a Delaware corporation (“TOTAL”).
Amyris is the tenant under the Master Lease (defined below) for the Master Premises (as defined in the Master Lease).  Amyris desires to sublease to TOTAL, and TOTAL desires to sublease from Amyris, certain portions of the Master Premises, on terms and conditions set forth in this Sublease.  
		
	1. 
	DEFINITIONS.


1.1    Sublease Premises:  
(a)  The “Sublease Premises” means the Master Premises, except for the Amyris Dedicated Area (as defined below), as depicted on Exhibit A hereto.  The Sublease Premises is comprised of two areas: (i) an area dedicated to, and accessible only by, TOTAL (the “TOTAL Dedicated Area”) and (ii) a common area that will be shared, as described in this Sublease, by TOTAL and Amyris (the “OCT Facilities”).  The TOTAL Dedicated Area is comprised of approximately 3,671 rentable square feet of space, as outlined in red on Exhibit A hereto.  The OCT Facilities are comprised of approximately 18,350 square feet of space, including a fermentation area, media sterilization, a warehouse (including a “cold room” located therein), restrooms, shower, waste treatment, water treatment, a clean in place system, and a dish room, all as outlined on Exhibit A hereto, and includes all of the equipment and furniture located in those areas that is used to perform such functions.  All of the Sublease Premises are located on the first (1st) floor of the building located at, and commonly known as, 5850 Hollis Street, Emeryville, California 94608 (the “Building”).  The “Amyris Dedicated Area” is the portion(s) of the Master Premises outlined in blue on Exhibit A hereto, which is comprised of approximately 544 rentable square feet of space.  The Amyris Dedicated Area will be entirely dedicated to Amyris Employees with no access by TOTAL without the express prior written consent of the OCT Manager (as defined in the Services Agreement).
(b)  On or prior to the one year anniversary of the Commencement Date (defined below), and provided that this Sublease is then in full force and effect and TOTAL is not then in Default under this Sublease, TOTAL shall have the right to notify Amyris in writing (the “Cold Room Notice”) that TOTAL requires additional cold room space.  Upon receipt of the Cold Room Notice, TOTAL and Amyris shall work together, in good faith, to reconfigure a new cold room space located in the warehouse, including moving shelving, and creating a separate cold room adjacent to the current cold room located in the warehouse, provided any physical construction work to accomplish the foregoing  shall be the responsibility of TOTAL at TOTAL’s sole cost and expense and such physical construction work shall be subject to, and performed in accordance with, the terms of Section 11 below.  The new separate cold room shall be for the sole use of TOTAL and shall constitute part of the TOTAL Dedicated Area under this Sublease.  TOTAL shall pay to Amyris , prior to commencement of any construction in connection with the separate cold room, a one-time payment of $10,000 to defray any cost to Amyris of reconfiguring the existing cold room as contemplated in this paragraph.  The Base Rent payable hereunder shall not be increased in connection with the new cold room.  TOTAL’s failure to timely deliver the Cold Room Notice shall be deemed TOTAL’s determination that it does not require additional cold room space. 
1.2    Master Landlord:  EmeryStation Triangle, LLC, a California limited liability company.
1.3    Master Lease:  Lease dated as of April 25, 2008 (the “Original Lease”), as amended by a letter agreement dated April 25, 2008, a Second Amendment to Lease dated as of February 5, 2010, and a 

1     




Third Amendment to Lease dated as of May 1, 2013 (the Original Lease, as so amended, is referred to herein as the “Master Lease”).
1.4    Sublease Term:  The term of this Sublease (the “Sublease Term”) shall begin on the Commencement Date and shall end on the Expiration Date, unless terminated earlier in accordance with the terms and conditions of this Sublease. 
1.5    Commencement Date and Delivery Date:   As used in this Sublease, the “Commencement Date” shall be the latest of (i) the Effective Date, and (ii) the date Master Landlord gives its consent to this Sublease and (iii) the date TOTAL has furnished to Amyris all certificates of insurance required under Section 9.1 below; and the “Delivery Date” shall be the date Amyris delivers the Sublease Premises to TOTAL, provided, in no event shall the Delivery Date occur prior to the Commencement Date.  As used in this Sublease, “delivery of the Sublease Premises” shall mean delivery of the TOTAL Dedicated Area and access to the OCT Facilities.  Notwithstanding the foregoing, pursuant to and in accordance with the terms of the Services Agreement (defined below), TOTAL shall have early access to the OCT Facilities upon the later of (i) the Commencement Date and (i) execution of an acceptable SOW (as defined in the Services Agreement) by Amyris and TOTAL, and the parties agree that such early access to the OCT Facilities prior to Amyris delivering the Sublease Premises to TOTAL shall not cause the Delivery Date to have occurred. 
1.6    Expiration Date:  As used in this Sublease, “Expiration Date” means the day immediately preceding the fifth (5th) anniversary of the Effective Date.    
1.7    Base Rent:  The annual base rent (“Base Rent”) payable by TOTAL to Amyris with respect to the Sublease Premises shall be as follows:  

	
				
	ANNUAL BASE RENT

	 
	 

	 
	 

	2014
	$104,673

	2015
	$108,656

	2016
	$112,799

	2017
	$117,419

	2018
	$121,561

	2019
	$
	—
	







1.8    Move Payment. TOTAL will pay to Amyris the Move Payment (as defined in Section 7.1 below), not later than thirty (30) days following receipt of an invoice therefor, together with reasonable supporting documentation. 
1.9    Permitted Use:  As used in this Sublease, “Permitted Use” means general office, warehouse, laboratory and research and development, with associated administration, including but not limited to, operation and administration of a fermentation research and scale-up pilot plant, all of which is subject to the limitations on use set forth in Section 7.1 of the Master Lease. 

24






		
	1.10
	TOTAL’s Address:    The Sublease Premises 
Attn:  Denis Giorno 
Email: [*]


		
	1.11
	Amyris’s Address:    5885 Hollis Street, Suite 100 
Emeryville, CA 94608 
Attn:  Legal Department 
Email:  generalcounsel@amyris.com


1.12    Definitions:  Each of the terms in Section 1 is used in this Sublease as a defined term and has the meaning given in such Section.  Other capitalized words and phrases for which no definition or incorporated reference is given in this Sublease shall have the meanings given them in the Master Lease.  Unless otherwise indicated, all section references are to the sections of this Sublease.  The Sublease includes Exhibits A, B, C, D, E and F, attached hereto and incorporated herein by this reference.
		
	2. 
	DEMISE OF SUBLEASE PREMISES.


2.1    In consideration for Rent (as defined in Section 4.1), Amyris hereby subleases the Sublease Premises to TOTAL, and TOTAL hereby subleases the Sublease Premises from Amyris, subject to the terms and conditions of this Sublease.  TOTAL shall have no right to expand or contract the Sublease Premises and no right of first refusal or offer or other expansion rights as to any other premises, other than as provided in Section 10.2 below.
2.2    TOTAL shall have no right to use or access the Amyris Dedicated Area, without the express prior written consent of Amyris, and, except as otherwise expressly provided in this Sublease, the TOTAL Dedicated Area will be entirely dedicated to use and access by TOTAL employees, contractors and guests, with no access by Amyris or any other party without the express prior written consent of TOTAL.  However, in the event of an emergency, emergency staff from the Building property manager and the Amyris emergency response team, may access the TOTAL Dedicated Area as reasonably required. Amyris shall advise TOTAL in writing, prior to the Effective Date, of the identity of Amyris’s emergency response team, together with current contact information for all persons on that team, and shall advise TOTAL promptly in writing of any changes to the members of the team or their contact information.  Additionally, janitorial and other maintenance personnel may enter the TOTAL Dedicated Area as needed to perform routine janitorial and maintenance functions without additional consent from, or cost to, TOTAL.
2.3    All activities performed in the OCT Facilities by either party shall be subject to the OCT Policies set forth in Pilot Plant Services Agreement executed between the parties as of the Effective Date (including the exhibits thereto, the “Services Agreement”).  Prior to entering the OCT Facilities, TOTAL shall request access from the OCT Manager (as defined in the Services Agreement), which consent may be withheld only during such times as Amyris is entitled to exclusive use of the OCT Facilities pursuant to the Services Agreement.  Amyris shall cause the OCT Manager to be reasonably available during normal business hours to coordinate and provide such access to TOTAL. TOTAL acknowledges that OCT Personnel (as required in the Services Agreement) are required to accompany TOTAL at all times that TOTAL is within the OCT Facilities.  Further, the OCT Manager shall not permit Amyris Employees (defined in the Services Agreement) to have access to the OCT Facilities without appropriate escort by OCT Personnel.  Any dispute between the parties regarding TOTAL’s right to access the OCT Facilities in accordance with the terms of this Sublease, shall be resolved by the Joint Oversight Team (as defined in the Services Agreement) and pursuant to Section 23.12.1 below.  If any such dispute is ultimately submitted to arbitration, as provided in Section 23.12.1, TOTAL’s obligation to pay Base Rent shall be suspended during the period of the arbitration and, if (but only if) it is determined that TOTAL was not 
[*] 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






entitled to access to the OCT Facilities, TOTAL shall promptly pay to Amyris an amount equal to the suspended Base Rent.  If it is determined that TOTAL was entitled to access to the OCT Facilities, TOTAL shall have no obligation to pay to Amyris any portion of the suspended Base Rent.
2.4    TOTAL acknowledges that the OCT Facilities portion of the Sublease Premises are not separately demised nor subject to exclusive use by TOTAL hereunder and that the OCT Facilities are comprised of common areas and shared lab and other space that Amyris retains the right to use, jointly with TOTAL during the Sublease Term, in accordance with the terms of this Sublease.  TOTAL and Amyris shall cooperate in good faith and take commercially reasonable actions to mitigate interference with the business operations of the other party arising from the lack of demising walls and use of shared space.  At least thirty (30) days prior to each anniversary of the effective date of the Services Agreement, TOTAL and Amyris will agree on the projected workload and utilization of the OCT Facilities by Amyris and TOTAL for the following year.  Scheduling of OCT Facilities and utilization of the OCT Facilities will be coordinated by the OCT Manager in collaboration with a single point of contact designated by TOTAL (“TOTAL BPP Coordinator”).  Notwithstanding the preceding sentence, for the first year of the Services Agreement, the parties will agree on such projected workload within thirty (30) days after the Effective Date.  Scheduling of Campaigns (as defined in the Services Agreement) will be mutually agreed upon by the OCT Manager and the TOTAL BPP Coordinator at least thirty (30) days prior to the beginning of each calendar quarter.  
2.5    Amyris hereby grants TOTAL a non-exclusive license (the “License”) to use, together with Amyris, Amyris’s furniture, trade fixtures and equipment located in the OCT Facilities (collectively, the “Furniture and Equipment”).  Amyris shall not revoke the License during the Sublease Term. Amyris covenants to keep the Furniture and Equipment in reasonably good and working condition.  A list of all of the material Furniture and Equipment is set forth in Exhibit C to this Sublease; provided, the parties acknowledge that Exhibit C does not contain an exhaustive list of the Furniture and Equipment.  If additional equipment is required in order to execute the Services in the OCT Facilities, the parties will jointly determine whether such new equipment is to be purchased and owned by TOTAL or Amyris (or jointly owned), as well as any use rights and limitations.  If such equipment is to be owned by TOTAL, it shall be labeled as owned by TOTAL, and Amyris shall take all actions and execute those instruments reasonably requested by TOTAL to evidence such ownership. The OCT Manager and the TOTAL BPP Coordinator shall review Exhibit C during their regular quarterly meeting and shall update Exhibit C, if necessary, to reflect any new or replaced material Furniture and Equipment.  Shared use of the Furniture and Equipment is considered by the parties to be an integrated right under this Sublease and shall be considered appurtenant to the Sublease Premises for all purposes, including without limitation, as contemplated in Section 365(h) of the Bankruptcy Code.  There shall be no additional charge for use of the Furniture and Equipment, except that TOTAL shall be responsible for any costs and expenses to repair or replace any Furniture and Equipment damaged by TOTAL or TOTAL’s agents, employees, contractors, or invitees (not including normal wear and tear).  Amyris shall have the right to grant liens on or security interests in the Furniture and Equipment, in connection with a financing and the License shall be subordinate to any such liens; provided, with respect to the Furniture and Equipment listed under the “Utilities” heading on Exhibit C (the “Utilities Equipment”), and any replacements thereof, (i) Amyris shall give TOTAL prior written notice before granting any lien on the Utilities Equipment (or any replacements thereof), which notice shall include the name and contact information of the prospective lienholder (the “Lienholder”), and TOTAL shall have the right to contact any such prospective Lienholder, (ii) the Lienholder must agree to give TOTAL notice and the right (but TOTAL shall not have any obligation) to cure any default by Amyris that would entitle the Lienholder to exercise remedies and take title to any of the Utilities Equipment, and (iii) if TOTAL does cure any such default(s) by Amyris, or replaces any Utilities Equipment that is removed by a Lienholder, or purchases any of the Utilities Equipment from a Lienholder (i.e., in lieu of, or in connection with, a foreclosure of the Lienholder’s lien on the Utilities Equipment), all costs incurred by TOTAL in so doing, may be offset by TOTAL against 

24






the Base Rent Installment Payment next coming due under this Sublease, and any subsequent Base Rent Installment Payments until satisfied; and further provided, with respect to the balance of the Furniture and Equipment listed on Exhibit C hereto, and any replacements thereof, Amyris shall give TOTAL prior written notice before granting any lien on such Furniture and Equipment (or any replacements thereof).  Subject to the rights of Amyris to encumber the Furniture and Equipment as provided above, Amyris shall not remove the Furniture and Equipment identified on Exhibit C (or any replacements thereof) from the OCT Facility during the Sublease Term, except with advance written notice to TOTAL and unless it is promptly replaced by other Furniture and Equipment of equal or better quality and utility.  If Amyris removes any Furniture and Equipment identified on Exhibit C in violation of the covenant in the immediately preceding sentence, TOTAL shall have the right to replace such removed Furniture and Equipment and all costs incurred by TOTAL in so doing may be offset by TOTAL against the Base Rent Installment Payment next coming due under this Sublease.
2.6     The OCT Facilities equipment will be accessible by each party’s respective IT network, but it will only be accessible by one party’s network at a time, which sharing requires OCT Personnel to disconnect certain OCT Facilities equipment from one party’s network and attach it to the other party’s network when, for example shifting from executing a Campaign on behalf of TOTAL to Amyris conducting work for Amyris (and vice versa).  The OCT Personnel shall take all actions necessary to ensure that all data is deleted from any OCT Facilities equipment prior to attaching such equipment to the other party’s network.  In the event that a party inadvertently acquires or is given access to the other party’s data residing on OCT Facilities equipment, such party shall promptly notify the other party in writing by contacting the relevant OCT Manager or TOTAL BPP Coordinator, shall not use and shall promptly destroy such data.
2.7    All SOPs (as described in the Services Agreement) applicable to the OCT Facilities equipment shall be fully and accurately documented in writing by OCT Personnel and copies will be provided to TOTAL upon request.
2.8    Amyris is responsible for (i) training OCT Personnel and TOTAL employees to applicable health safety and environmental (“HSE”) standards for the Sublease Premises, (ii) reporting any safety incidence in the Sublease Premises, (iii) maintenance of OCT Facilities’ equipment and utilities, and (iv) organizing the workload of project operation and doing a hazard and operability study, if necessary.  A copy of the HSE standards are set forth in Schedule 4 to the Services Agreement.  However, for purposes of confirming HSE compliance in the TOTAL Dedicated Area, or as requested by TOTAL, the parties shall employ a mutually agreed upon third party who shall determine whether TOTAL has complied with all applicable HSE standards, and shall report to Amyris such compliance (or failure) but shall not disclose any details relating to the operation or use of such area or equipment.
2.9    In the scope of operations needed for the bioprocess development, some operations conducted by TOTAL might be subcontracted to specialists having specific pieces of equipment not available in the OCT Facilities.  The use of such subcontractors who access the OCT Facilities must be reviewed and approved by the OCT Manager before any subcontractor may enter the OCT Facilities.  In addition, TOTAL will ensure that any such subcontractors that enter the OCT Facilities will abide by the confidentiality provisions of the Services Agreement.
		
	3. 
	SUBLEASE TERM AND TERMINATION.


3.1    As noted in Section 1.4, the Sublease Term shall commence on the Commencement Date and Amyris shall deliver the Sublease Premises to TOTAL on the Delivery Date.  If for any reason Amyris is delayed in delivery of the Sublease Premises to TOTAL after the occurrence of the Commencement Date, Amyris shall not be liable therefor, nor shall such failure affect the validity of this Sublease or the 

24






obligations of TOTAL hereunder, provided, however, that TOTAL’s obligation to pay Base Rent shall be subject to daily abatement, as provided in Section 4.2 below.
3.2    Unless sooner terminated pursuant to the terms of this Sublease, including without limitation pursuant to Sections 3.4, 12 or 14, the Sublease shall end on the Expiration Date.  
3.3    The Sublease may be terminated prior to the Expiration Date if the Master Lease, either with respect to the entire Master Premises or with respect to any portion of the Master Premises which includes the Sublease Premises, is terminated for any cause whatsoever (and Master Landlord does not require TOTAL to attorn).
3.4    TOTAL may terminate this Sublease at any time upon ninety (90) days’ prior written notice, provided that as a condition precedent to TOTAL’s effective exercise of this early termination right, it will pay Amyris on or prior to the effective date of termination (i) all Rent accruing hereunder for the period up to and including the effective date of such early termination and (ii) an amount equal to one additional year of Base Rent for the twelve-month period following the date of early termination (with an appropriate proration for any month at the beginning or end of such twelve-month period that falls within a Base Rent Installment Payment period).
3.5    Amyris may terminate this Sublease for a Total Default, as set forth herein.
3.6    This Sublease may be terminated per the terms of Section 12.1. 
3.7    Neither TOTAL nor Amyris shall have any further rights or obligations under this Sublease upon the Expiration Date or the effective date of any earlier termination of this Sublease, except for those that expressly survive termination of this Sublease.
		
	4. 
	RENT.


4.1    The rent (“Rent”) payable by TOTAL for the Sublease Premises shall consist of (i) the Base Rent and (ii) the Excess Utility Charges (defined below).  Unless otherwise agreed in writing by Amyris, TOTAL shall make all payments due to Amyris pursuant to this Sublease by wire transfer or ACH of immediately available funds to:
Bank: Bank of the West
Bank address: 180 Montgomery Street, San Francisco, CA 94104
Checking Account No: [*]
ABA: [*]
Swift Code: [*]


or to such other bank account as is designated in writing by Amyris from time to time.  Except as encompassed within Rent, TOTAL shall have no obligation to pay rent or other charges for services, utilities, equipment usage, security or other items to Amyris, including, without limitation, any Operating Expenses or Taxes (as such terms are defined in the Master Lease).
4.2    TOTAL shall pay to Amyris in advance, and without notice, demand, deduction or offset, the applicable Base Rent each calendar year during the Sublease Term through three (3) equal installments as set forth below (each such installment payment, a “Base Rent Installment Payment”):


[*] 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






March 1        July 1            November 1


		
	2014
	US$34,891**        US$34,891        US$34,891


		
	2015
	US$36,219        US$36,219        US$36,219


		
	2016
	US$37,600        US$37,600        US$37,600


		
	2017
	US$39,140        US$39,140        US$39,140


		
	2018
	US$40,520        US$40,520        US$40,520


2019        US$0            N/A            N/A


**The parties agree that first Base Rent Installment Payment for 2014 will be due and payable within fifteen (15) days after the Effective Date, rather than on March 1, 2014.


The third Base Rent Installment Payment (and, if necessary to utilize the entire reduction, subsequent Base Rent Installment Payments) will be reduced by $282 for each day after the later of (i) the Commencement Date, and (ii) August 1, 2014, until the Delivery Date.


4.2.1    In the event of an early termination of this Sublease for any reason other than at TOTAL’s election pursuant to Section 3.4 above or pursuant to Section 12 below, any Rent amounts paid in advance by TOTAL for a period occurring after the effective date of the termination shall be reimbursed by Amyris promptly following such termination date.
4.3    The Base Rent for each calendar year in the Sublease Team was set by the parties assuming that the charges paid by Amyris (either directly or to the Master Landlord) for electricity, natural gas and treatment of effluents (including waste water and plant steam condensate, etc.) for the Master Premises for any 12-month calendar year during the Sublease Term (the “Actual Charges”) would not be greater than the sum of US$50,000 plus the charges paid by Amyris (either directly or to the Master Landlord) for electricity, natural gas and treatment of effluents for the Master Premises for 2013 (such sum, the “Baseline Utility Charges”) due to TOTAL’s operations in the TOTAL Dedicated Area.  Consequently, if, in any calendar year during the Sublease Term, the Actual Charges are greater than the Baseline Utility Charges due to TOTAL’s operations in the TOTAL Dedicated Area, then, in addition to the applicable Base Rent, TOTAL shall pay to Amyris, the amount by which the Actual Charges for that calendar year exceeded the Baseline Utility Charges (the “Excess Utility Charges”).  Payment for the Excess Utility Charges shall be made once annually by TOTAL within thirty (30) days following receipt by TOTAL of an invoice therefor, which shall include such back-up information as is necessary for TOTAL to verify that the Excess Utility Charges being invoiced are accurate.  Except for the Excess Utility Charges that TOTAL is required to pay pursuant to this subsection, Base Rent shall include all of the Building services and utilities provided to Amyris under the Master Lease with respect to both the TOTAL Dedicated Area and the OCT Facilities.  Amyris shall, at its sole cost, be responsible for providing TOTAL with treatment of all effluents (including waste water and plant steam condensate, etc.). 
With Master Landlord’s prior written consent, TOTAL shall be entitled, at any time during the Sublease Term and at its expense, to have separate meters installed for the electricity, natural gas and treatment of effluents that is provided by Amyris to the TOTAL Dedicated Area, and, to the extent the separately metered charges show that TOTAL’s operations in the TOTAL Dedicated Area resulted in the Actual Charges for any calendar year exceeding the Baseline Utility Charges, then the Excess Utility Charges shall be that excess for such calendar year.   

24






Except for the Excess Utility Charges that TOTAL is required to pay pursuant to this Section, TOTAL shall have no obligation to pay utility or other charges (other than as included in the Base Rent provided for in this Sublease) for its use of the OCT Facilities under this Sublease.
4.4    If any Rent is not paid within ten (10) business days of when due, TOTAL acknowledges that Amyris will incur additional administrative expenses and costs which are difficult or economically impractical to ascertain.  In addition to any late charges and interest payable under the Master Lease, TOTAL shall pay an administrative charge to Amyris equal to two percent (2%) of the delinquent amount.  Neither demand for nor receipt of any late charge called for under this Sublease shall (i) operate to waive any default by TOTAL or provide a substitute for TOTAL’s full and timely performance of the obligation to pay Rent, or (ii) limit the exercise of any other right or remedy Amyris may have under this Sublease in case of TOTAL’s default
4.5    If, during the Sublease Term, Amyris shall actually receive an abatement of rent under the Master Lease as to the Sublease Premises, then TOTAL shall be entitled to receive from Amyris a proportionate share of such abatement, calculated based on the ratio that the square footage of the TOTAL Dedicated Area bears to the portion of the Master Premises to which the abatement applies, multiplied by the total amount of the abatement, and shall be applied to reduce the next Base Rent Installment Payment(s) coming due. 
5.     REPRESENTATIONS AND WARRANTIES.
5.1    TOTAL represents and warrants to Amyris that:  (i) TOTAL is familiar with the provisions of the Master Lease insofar as it pertains to the Sublease Premises and TOTAL’s use and occupation thereof under this Sublease; (ii) TOTAL has the right and power to execute and deliver this Sublease and to perform its obligations hereunder; (iii) the person or persons executing this Sublease for TOTAL are fully authorized to so act and no other action, other than the parties obtaining Master Landlord’s consent to this Sublease, is required to bind TOTAL to this Sublease; and (iv) TOTAL is duly organized and in good standing in its state of formation and is authorized to conduct business in the state where the Sublease Premises are located.  
5.2    Amyris represents and warrants to TOTAL that, as of the Effective Date: (i) a true and complete copy of the Master Lease is attached hereto as Exhibit F; (ii) the Master Lease is in full force and effect and Amyris has not received written notice that it is in default thereunder, and Amyris is not aware of any condition or event that could ripen into a default by Amyris thereunder; (iii) to Amyris’s knowledge, the Master Landlord is not in default under the Master Lease; (iv) Amyris has the right and power to execute and deliver this Sublease and to perform its obligations hereunder; (v) the person or persons executing this Sublease for Amyris are fully authorized to so act and no other action, other than the parties obtaining Master Landlord’s consent to this Sublease, is required to bind Amyris to this Sublease; (vi) attached Exhibit C is a true and correct description of all material Furniture and Equipment that is currently located in the OCT Facilities (and as such, is not an exhaustive list); (vii) Amyris owns the Furniture and Equipment listed on Exhibit C; (viii) Amyris is duly organized and in good standing in its state of formation and is authorized to conduct business in the state where the Sublease Premises are located; (ix) Amyris has not encumbered any portion of the Master Premises leasehold, and there is no leasehold deed of trust recorded with respect to such premises; (x) and Amyris has and is in compliance in all material respects with all governmental permits, licenses, authorizations, approvals, and entitlements with respect to its use and occupancy of the Master Premises (copies of all such governmental permits, licenses, authorizations, approvals, and entitlements are attached hereto as Exhibit D).
6.     PARKING.  There are no parking spaces or rights provided to TOTAL under this Sublease.  

24






		
	7. 
	POSSESSION AND USE; SIGNAGE.


7.1    As soon as reasonably practical following the Effective Date, and in any event not later than August 1, 2014, Amyris will have moved all of its personnel, furniture, equipment and personal property out of the TOTAL Dedicated Area and will deliver the TOTAL Dedicated Area to TOTAL broom clean and with all utilities which are the obligation of Amyris to maintain under the Master Lease in good working condition.  Commencing on the Delivery Date (but subject to any early access rights that may be granted to TOTAL pursuant to Section 1.5 above, Amyris shall provide TOTAL with continuing access to the OCT Facilities. Time is of the essence with respect to the timing of Amyris’s move and delivery of the TOTAL Dedicated Area to TOTAL and, if the TOTAL Dedicated Area is not delivered at the time and in the condition described above in this Section 7.1, Base Rent shall be subject to daily abatement during the period of delay, as provided in Section 4.2 above.  Other than as set forth in this Section, Amyris has no obligation to prepare, modify or alter the Sublease Premises, and Amyris subleases the Sublease Premises to TOTAL, and TOTAL accepts the Sublease Premises, strictly in their present “as-is” and “with all faults” condition.  As provided in Section 1.8 above, TOTAL will pay to Amyris, no later than thirty (30) days following receipt of an invoice and reasonable supporting documentation evidencing such costs, an amount not to exceed $150,000, for one-half of the out-of-pocket expenses incurred by Amyris in connection with the move described above (the “Move Payment”). 
7.2    The Sublease Premises shall be used and occupied by TOTAL solely for the Permitted Use.  TOTAL’s use of the Sublease Premises shall comply with the relevant provisions of the Master Lease and all laws, rules, regulations, restrictions, statutes, codes, ordinances and permits of, or issued by, any municipal or governmental entity (“Laws”) applicable to its use of the Sublease Premises.
7.3    TOTAL shall have the right, during the Sublease Term, to have its logo on the door of the TOTAL Dedicated Area. Amyris, at no cost to Amyris, will cooperate with TOTAL to have such logo installed in compliance with the Master Lease.  
		
	8. 
	SERVICES, MAINTENANCE AND REPAIR OBLIGATIONS.


8.1     Amyris grants to TOTAL the right to receive, during the Sublease Term, all of the services and benefits with respect to the Sublease Premises that are to be provided by Master Landlord under the Master Lease.  If any services pertaining to the Sublease Premises are contracted for directly by Amyris, TOTAL shall also have the right to receive the benefit of those services through Amyris at no additional charge, except as otherwise expressly provided in this Sublease.  Amyris shall not be required to provide any services or to perform any maintenance or repairs or work or obtain any insurance which Master Landlord is or may be required to provide or perform under the Master Lease.  Amyris shall have no responsibility for or be liable to TOTAL for any default, failure or delay on the part of Master Landlord in the performance or observance by Master Landlord of any of its obligations under the Master Lease, nor shall such default by Master Landlord affect this Sublease or waive or defer the performance of any of TOTAL’s obligations under this Sublease, including without limitation the obligation to pay Rent, except to the extent a default by Master Landlord that affects the Sublease Premises results in a waiver or deferral of Amyris’s obligations under the Master Lease that are to be performed by TOTAL under this Sublease or to the extent Amyris receives an abatement of rent under the Master Lease as set forth in Section 4.5 above.  TOTAL hereby expressly waives (i) the provisions of any statute, ordinance or judicial decision, now or hereafter in effect, which would give TOTAL the right to make repairs at the expense of Amyris or Master Landlord, or (ii) to claim any actual or constructive eviction by virtue of any interruption in access, services or utilities to, or any failure to make repairs in or to, the Sublease Premises or the Building, including without limitation, any rights under California Civil Code Section 1932(1) and 1931(2), 1933 (4), 1941 or 1942.   Notwithstanding the foregoing, the parties do contemplate that Master Landlord will, in fact, perform its obligations under the Master Lease and in the event of any default or failure of such 

24






performance by Master Landlord, Amyris agrees that it will, upon notice from TOTAL, take all commercially reasonable actions necessary to cause Master Landlord to perform its obligations under the Master Lease.  Amyris, however, shall have no obligation to sue Master Landlord on TOTAL’s behalf or to terminate the Master Lease as a result of any such default or failure by Master Landlord.  Notwithstanding the foregoing, if Master Landlord’s default or failure to perform its obligations under the Master Lease interferes with or adversely affects TOTAL’s use of the Sublease Premises and Amyris’ efforts to enforce the Master Lease do not result in Master Landlord curing the default or failure within the time period provided to Master Landlord under the Master Lease to cure such default or failure, Amyris shall not be deemed to be in default of its obligations hereunder, but in such event TOTAL, at TOTAL’s expense, shall have the right to institute legal proceedings in Amyris’ name (i.e., by naming Amyris as the plaintiff) and Amyris shall reasonably cooperate with TOTAL, without expense to Amyris, as necessary or desirable in connection with such proceedings.  TOTAL shall provide Amyris with copies of any pleadings or other documents TOTAL proposes to file in any such legal proceedings prior to filing thereof.  TOTAL shall protect, indemnify, defend and hold Amyris harmless from and against all Losses (as defined in Section 9.3) arising from any legal proceeding brought by TOTAL pursuant to this Section 8.1, except to the extent caused by the gross negligence or willful misconduct of Amyris.
8.2    TOTAL shall maintain the TOTAL Dedicated Area in a clean and orderly manner and condition, and Amyris shall maintain the OCT Facilities in a clean and orderly manner and condition, in each case, to the extent that Amyris is required to maintain the Sublease Premises under the Master Lease.  In addition, Amyris shall maintain the Furniture and Equipment such that it is maintained in accordance with all SOPs.
8.3    Notwithstanding anything herein or in the Master Lease to the contrary, in no event shall TOTAL be responsible for making or paying for improvements to bring the Sublease Premises into compliance with Laws, including, without limitation, disability access laws, unless (A) (i) the applicable Laws become effective after the Commencement Date, and (ii) the improvements are necessitated solely by reason of TOTAL’s unique and specific use of the TOTAL Dedicated Area (i.e., other than for the uses contemplated by Section 1.9 above); or (B) the improvements are necessitated solely by the improvements constructed by or for TOTAL, pursuant to Section 11 below; provided, however, TOTAL shall be responsible for compliance with all Laws (including disability access laws) related to TOTAL’s employees and the arrangement of any furniture, equipment or personal property in the TOTAL Dedicated Area. 
8.4    TOTAL shall comply with all Hazardous Materials Laws and terms and conditions of the Master Lease (including without limitation, Section 7.1(d) thereof) with respect to any Hazardous Materials (including any Permitted Hazardous Materials) handled by TOTAL in and about the TOTAL Dedicated Area.  Amyris consents to TOTAL’s Handling of the Hazardous Materials listed on Exhibit B attached hereto, subject to Master Landlord’s approval of such list.  Upon Master Landlord’s approval of the items listed on Exhibit B, such items shall be deemed Permitted Hazardous Materials (as defined in the Master Lease).   Notwithstanding Section 7.1(d)(5) of the Master Lease, the proviso in the third sentence of that section that imposes the burden of proof on TOTAL (i) shall only apply to the TOTAL Dedicated Area and (ii) shall not apply if the Hazardous Materials that are the subject of a Release (as defined in the Master Lease) are used by both TOTAL and Amyris.  Further, the obligation to complete an environmental study, as required by Section 7.1(d)(10) of the Master Lease, shall not apply to TOTAL.
		
	9. 
	TOTAL’S INSURANCE AND INDEMNITY.


9.1    Throughout the Sublease Term, TOTAL shall procure and maintain, at its own cost and expense, such workers’ compensation, commercial general liability insurance and any other coverages as are required to be carried by the tenant under the Master Lease, and such property insurance as is required to be carried by the tenant under the Master Lease to the extent such property insurance pertains to the 

24






TOTAL Dedicated Area, all naming Amyris (and any of its designees), as well as Master Landlord any other party designated by Master Landlord, pursuant to the Master Lease, from time to time, as additional insureds and loss payees in the manner required in the Master Lease.  If the Master Lease requires the tenant under the Master Lease to insure leasehold improvements or alterations, then Amyris shall continue to insure such leasehold improvements that are located in the Sublease Premises as of the Effective Date during the Sublease Term.  TOTAL shall be responsible for insuring any alterations in the Sublease Premises made by TOTAL.  TOTAL's and Amyris’s general liability policies shall provide cross-liability coverage for both TOTAL and Amyris (and their designees), and the coverage afforded to one must be as broad as that afforded to the party carrying such insurance.  TOTAL shall furnish to Amyris certificates, in form and substance reasonably satisfactory to Amyris and Master Landlord, of TOTAL’s insurance required under this Section 9.1 on or before the Commencement Date.  Within five (5) business days after any renewal (or such earlier date as may be requested pursuant to the Master Lease), TOTAL shall furnish Amyris certificates of insurance evidencing maintenance and renewal of the required coverage on form reasonably acceptable to Amyris, and a copy of the endorsement to TOTAL’s liability policy showing the additional insureds and loss payees.
9.2    Each of TOTAL and Amyris hereby waives, on behalf of itself and on behalf of its insurers, any and all rights of recovery against the other, against Master Landlord, and their respective officers, employees, agents and representatives on account of loss or damage occasioned by the waiving party or its property or the properties of others under its control caused by fire or any of the extended coverage risks described hereunder, to the extent that such loss or damage is insured under any insurance policy in force at the time of such loss or damage or required to be carried hereunder.  If necessary for its effectiveness, each party shall give notice to its insurance carrier of the foregoing waiver of subrogation.  
9.3    To the fullest extent permitted by Law, Amyris waives all claims against TOTAL for economic damages, damage to any property or injury or death of any person in, on or about the Amyris Dedicated Area and the OCT Facilities arising at any time or from any cause other than to the extent resulting directly from the gross negligence or willful misconduct of TOTAL.  Amyris agrees to protect, defend, indemnify and hold TOTAL harmless from all liabilities, claims, losses, obligations, damages, penalties, actions, costs, liens, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law) (collectively, “Losses”) which TOTAL may incur, or for which TOTAL may be liable to Master Landlord arising from (a) the use, modification or occupancy of the Amyris Dedicated Area and the OCT Facilities or anything contained therein, (b) the acts or omissions of Amyris, its employees, agents, contractors, invitees or licensees (other than TOTAL), and (c) any acts or events occurring in or about the Amyris Dedicated Area and the OCT Facilities during the Sublease Term.  Amyris’s obligations to protect, defend, indemnify and hold harmless TOTAL under this subsection are in no way conditioned upon either (i) Amyris’s acts or omissions being a cause of any underlying claim, demand, action, liability, expense, loss or damage, or (ii) TOTAL being free of negligence or wrongful conduct in connection therewith; provided, however, that Amyris shall not be required to indemnify or hold TOTAL harmless to the extent it is established that TOTAL’s gross negligence or willful misconduct is the cause of any Losses.  Amyris’s indemnity obligations set forth in this subsection shall survive the expiration or earlier termination of this Sublease. 
9.4    To the fullest extent permitted by Law, TOTAL waives all claims against Amyris for economic damages, damage to any property or injury or death of any person in, on or about the TOTAL Dedicated Area arising at any time or from any cause other than to the extent resulting directly from the gross negligence or willful misconduct of Amyris.  TOTAL agrees to protect, defend, indemnify and hold Amyris harmless from all Losses which Amyris may incur, or for which Amyris may be liable to Master Landlord, arising from (a) the use, modification or occupancy of the TOTAL Dedicated Area or anything contained therein, (b) the acts or omissions of TOTAL, its employees, agents or contractors, invitees or licensees, and (c) any acts or events occurring in or about the TOTAL Dedicated Area during the Sublease 

24






Term.  TOTAL’s obligations to protect, defend, indemnify and hold harmless Amyris under this subsection are in no way conditioned upon either (i) TOTAL’s acts or omissions being a cause of any underlying claim, demand, action, liability, expense, loss or damage, or (ii) Amyris being free of negligence or wrongful conduct in connection therewith; provided, however, that TOTAL shall not be required to indemnify or hold Amyris harmless to the extent it is established that Amyris’s gross negligence or willful misconduct is the cause of any Losses.  TOTAL’s indemnity obligations set forth in this subsection shall survive the expiration or earlier termination of this Sublease. 
		
	10.
	ASSIGNMENT AND SUBLETTING.


10.1    TOTAL shall have the right to assign its entire interest in this Sublease or to sublet its entire interest in the Sublease Premises in each case to an entity that controls, is controlled by or is under common control with TOTAL (a “TOTAL Affiliate”), without the consent of Amyris, provided that (i) TOTAL shall give Amyris written notice at least five (5) business days prior to the effective date of the proposed transfer and the TOTAL Affiliate shall expressly assume TOTAL’s obligations hereunder, (ii) Master Landlord has given its written consent to such transfer, and (iii), TOTAL shall not be released from its obligations under this Sublease by reason of any such assignment or subletting to a TOTAL Affiliate. The foregoing right is personal to TOTAL and to any TOTAL Affiliate that takes an assignment of TOTAL’s entire interest in this Sublease or subleases TOTAL’s entire interest in this Sublease.  Except as provided above, TOTAL shall not voluntarily, involuntarily or by operation of law:  (a) assign, convey or mortgage this Sublease or any interest under it; (b) allow any transfer thereof or any lien upon TOTAL’s interest by operation of law; (c) sublet the Sublease Premises or any part thereof; or (d) permit the occupancy of the Sublease Premises or any part thereof by anyone other than TOTAL.  
10.2    In the event that Amyris seeks to assign its entire interest in the Master Lease during the Sublease Term to anyone other than Master Landlord or any assignee pursuant to an assignment for which Master Landlord’s consent is not required under the Master Lease, including without limitation in connection with any sale or assignment in bankruptcy, such assignment shall be expressly subject to the terms and conditions of this Sublease, and provided TOTAL is not then in Default under this Sublease, before Amyris may consummate such assignment, it shall give TOTAL written notice (the “ROFO Notice”) setting forth the material terms of such assignment, including the rent and other consideration to be paid by the assignee, and TOTAL shall have fifteen (15) business days after receipt of that notice to elect, by giving written notice to Amyris, to acquire Amyris’s interest in the Master Lease on the terms set forth in the ROFO Notice, provided in all events any such assignment to TOTAL shall be subject to Master Landlord’s consent to such assignment pursuant to and in accordance with the terms and conditions of the Master Lease.  If such election by TOTAL shall not be timely made, then Amyris may conclude such assignment on terms that are not materially more favorable to the prospective assignee than those set forth in the ROFO Notice.  If the terms upon which the assignment will be made change from those set forth in the ROFO Notice, in a manner that is materially more favorable to the prospective assignee, then Amyris shall give TOTAL another ROFO Notice and the provisions of this section shall again apply.  The foregoing right is personal to TOTAL and any TOTAL Affiliate to which TOTAL’s entire interest in this Sublease has been assigned in accordance with Section 10.1 above.
		
	11.
	ALTERATIONS.


11.1    Other than as set forth below, TOTAL shall not make any alterations in or additions to the Sublease Premises (“Alterations”) without Amyris’s prior written consent, which shall not be unreasonably withheld.  If Amyris consents thereto, Amyris shall use reasonable efforts, at no material cost to Amyris, to obtain the consent of Master Landlord if such consent is required under the Master Lease.  If Alterations by TOTAL are permitted or consented to, TOTAL shall comply with all of the covenants of Amyris, as Tenant, contained in the Master Lease pertaining to the installation and removal of such 

24






Alterations.  TOTAL shall indemnify, defend and hold Amyris harmless against any and all Losses imposed on Amyris arising out of the installation and/or removal of Alterations by TOTAL.  At the time consent is given, Amyris shall advise TOTAL, in writing, if removal of the Alterations will be required by Amyris at the end of the Sublease Term.  Amyris shall advise TOTAL at the time of its approval of any Alterations, whether Master Landlord has notified Amyris that such Alterations constitute Required Removables under the terms of the Master Lease.  Provided any such Alterations would not otherwise be Required Removables under the terms of the Master Lease, TOTAL will not be required to remove such approved Alterations at the end of the Sublease Term unless Amyris advised TOTAL at the time of giving consent that removal will be required. Amyris shall not require TOTAL to remove the Initial Alterations (defined below) at the end of the Sublease Term.
11.2    Notwithstanding Section 11.1 above, (i) TOTAL intends to construct certain improvements in the TOTAL Dedicated Area (the “Initial Alterations”), as generally described on Exhibit E hereto, and Amyris hereby approves such general description and the Initial Alterations, subject to Master Landlord’s approval of same pursuant to the terms and conditions of the Master Lease, (ii) Amyris acknowledges that there may be reasonable interference with utilities and Amyris’s ability to use the OCT Facilities and the Amyris Dedicated Area during construction of the Initial Alterations, and confirms that the indemnity in Section 11.1 shall not apply to that reasonable interference, and (iii)  TOTAL agrees to use reasonable efforts to minimize interference with operations in the OCT Facilities and the Amyris Dedicated Area in connection with the construction of the Initial Alterations.  Amyris acknowledges that the description of the Initial Alterations may change, and Amyris shall have reasonable rights to approve all such changes, in addition to Master Landlord’s approval of the same, to the extent required by the Master Lease. The Initial Alterations shall be constructed in accordance with Article 9 of the Master Lease.  Subject to Sections 1.5 and 2.3 above, TOTAL shall have full access to, and shared use of, the OCT Facilities during the period that the Initial Alterations are being constructed. 
11.3    If TOTAL performs any Alterations (including the Initial Alterations), TOTAL shall be obligated to insure all such Alterations during the Sublease Term for their full replacement cost value. 
		
	12.
	CASUALTY OR EMINENT DOMAIN.


12.1    In the event of a fire or other casualty affecting the Building or the Sublease Premises, or of a taking of all or a part of the Building or the Sublease Premises under the power of eminent domain, Amyris shall be entitled to exercise any right it may have to terminate the Master Lease without first obtaining the consent or approval of TOTAL, except as provided in Section 18.4 below.  If the Master Lease imposes on Amyris the obligation to repair or restore the Sublease Premises, the Building, or any leasehold improvements or alterations, (i) TOTAL shall be responsible for repair or restoration of the TOTAL Dedicated Area, and any leasehold improvements or alterations within the TOTAL Dedicated Area, to the extent Amyris, as tenant under the Master Lease, is obligated under the Master Lease, and (ii) Amyris shall be responsible for repair or restoration of the OCT Facilities and the Amyris Dedicated Area, and any leasehold improvements or alterations within the OCT Facilities and the Amyris Dedicated Area.  If the Master Lease is terminated by reason of a casualty or a taking, this Sublease shall terminate on the date the Master Lease terminates. 
12.2     As between TOTAL and Amyris, to the extent permitted by the Master Lease, each party shall be entitled to seek an award or compensation in any condemnation proceeding, whether for a total or partial taking, for damage to its respective business, loss of goodwill, relocation costs, and the cost of any Alterations paid for by it. 

24






12.3    Amyris and TOTAL hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereafter in effect, including without limitation, Section 1265.130 of the California Code of Civil Procedure, as amended from time to time.  
		
	13.
	SURRENDER.


13.1    On the Expiration Date or any earlier termination of the Sublease or of TOTAL’s right to possession of the Sublease Premises, TOTAL will at once surrender and deliver up the Sublease Premises, together with all improvements thereon (other than those which TOTAL is required to remove pursuant to Section 11 above), to Amyris in substantially the same condition as when delivered to TOTAL, reasonable wear and tear, casualty, and damage by Amyris to the OCT Facilities excepted. Conditions existing because of TOTAL’s failure to perform maintenance, repairs or replacements as required of TOTAL under this Sublease shall not be deemed “reasonable wear and tear.”   TOTAL shall surrender to Amyris all keys and electronic access cards to the Sublease Premises.
13.2    All Alterations in or upon the Sublease Premises made by TOTAL and not removed or required to be removed hereunder shall become a part of and shall remain upon the Sublease Premises upon such termination.  If removal of any Alterations is required pursuant to Section 11 above, TOTAL shall restore the Sublease Premises to their condition prior to the making of any Alterations and repair any damage caused by such removal or restoration.  If TOTAL is permitted or required to remove any Alteration or a portion thereof, and TOTAL does not complete such removal in accordance with this Section, Amyris may remove the same (and repair any damage occasioned thereby), and dispose thereof, or at its election, warehouse the same.  TOTAL shall pay the costs of such removal, repair and warehousing, plus an administrative fee equal to five percent (5%) of such costs, on demand.
13.3    On or prior to the Expiration Date or any earlier termination of the Sublease or of TOTAL’s right to possession of the Sublease Premises, TOTAL shall remove TOTAL’s personal property that is not affixed to the Sublease Premises and TOTAL’s trade fixtures, and TOTAL shall repair any damage to the Sublease Premises which may result from such removal.  If TOTAL does not remove TOTAL’s trade fixtures or personal property from the Sublease Premises on or before the Expiration Date or the earlier termination of the Sublease or of TOTAL’s right to possession, Amyris may, at its option, remove the same (and repair any damage occasioned thereby and restore the Sublease Premises as aforesaid) and dispose thereof or warehouse the same, and TOTAL shall pay the cost of such removal, repair, restoration or warehousing, plus as administrative fee equal to five percent (5%) of such costs, to Amyris on demand.
		
	14.
	TOTAL’S DEFAULT.


14.1    Any one or more of following events shall be considered a “Default” by TOTAL:  
14.1.1    TOTAL shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against TOTAL asking reorganization of TOTAL under the federal bankruptcy laws as now or hereafter amended, or under the laws of any state, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within thirty (30) days from the date of the entry or granting thereof; or 
14.1.2    TOTAL shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the federal Bankruptcy laws now or hereafter amended, or TOTAL shall institute any proceedings for relief of TOTAL under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, re-organization, arrangements, composition or extension; or 

24






14.1.3    TOTAL fails to make any payment of Rent required to be made by TOTAL within ten (10) days of the date it is due; or 
14.1.4    The occurrence of any of the following:  (i) TOTAL shall make a general assignment for the benefit of creditors; (ii) TOTAL shall admit in writing to its creditors its inability to generally pay its debts as they come due; (iii) TOTAL’s interest in the Sublease Premises are levied on by any revenue officer or similar officer and such levy shall not have been removed within thirty (30) days from the date levied; or (iv) a decree or order appointing a receiver of the property of TOTAL shall be made and such decree or order shall not have been vacated, stayed or set aside within thirty (30) days from the date of entry or granting thereof; or 
14.1.5    TOTAL fails to perform and comply with any of its other covenants, agreements, obligations and use restrictions contained in this Sublease (including the incorporated Master Lease provisions which are to be compiled with by TOTAL hereunder), and such failure continues for more than five (5) business days after notice thereof in writing to TOTAL; or
14.1.6    TOTAL violates the provisions of Section 10 of this Sublease; or
14.1.7    Any of the representations and warranties provided herein by TOTAL shall prove to be false or misleading in any material respect; or
14.1.8    TOTAL shall be in monetary default beyond any applicable cure period under the terms of the Services Agreement.
14.2    Upon the occurrence of any one or more Defaults by TOTAL, Amyris may exercise any remedy against, and recover such amounts from, TOTAL as Master Landlord may exercise or be entitled to for default by Tenant under the Master Lease, (including without limitation, the right to terminate this Sublease), which provisions of the Master Lease are hereby incorporated herein by reference.  Without limiting the generality of the foregoing, Amyris may exercise the damage remedies available under California Civil Code Sections 1951.2 and 1951.4 or any similar or successor statute which provides that a lessor may continue a lease in effect and recover damages as they become due.
		
	15.
	AMYRIS’S DEFAULT.


15.1    Any one or more of the following events shall be considered a “Default” by Amyris under this Sublease:
15.1.1    Amyris shall be adjudged an involuntary bankrupt, or a decree or order approving, as properly filed, a petition or answer filed against Amyris asking reorganization of Amyris under the federal bankruptcy laws as now or hereafter amended, or under the laws of any state, shall be entered, and any such decree or judgment or order shall not have been vacated or stayed or set aside within thirty (30) days from the date of the entry or granting thereof; or 
15.1.2    Amyris shall file, or admit the jurisdiction of the court and the material allegations contained in, any petition in bankruptcy, or any petition pursuant or purporting to be pursuant to the federal Bankruptcy laws now or hereafter amended, or Amyris shall institute any proceedings for relief of Amyris under any bankruptcy or insolvency laws or any laws relating to the relief of debtors, readjustment of indebtedness, re-organization, arrangements, composition or extension; or 
15.1.3    Amyris shall fail to perform and comply with any of its covenants, agreements, obligations and use restrictions contained in this Sublease (including the incorporated Master Lease provisions which are to be complied with by Amyris hereunder), and such failure continues for more than 

24






fifteen (15) days after notice thereof in writing to Amyris; provided the cure period in this section shall not apply to any dispute between the parties regarding TOTAL’s right to access the OCT Facilities in accordance with the terms of this Sublease, which shall be resolved as provided in Sections 2.3 and 23.12 hereof; or
15.1.4    The occurrence of any of the following:  (i) Amyris shall make any assignment for the benefit of creditors; (ii) Amyris shall admit in writing to its creditors its inability to generally pay its debts as they come due; (iii) Amyris’s interest in the Master Premises are levied on by any revenue officer or similar officer and such levy shall not have been removed within thirty (30) days from the date levied; or (iv) a decree or order appointing a receiver of the property of Amyris shall be made and such decree or order shall not have been vacated, stayed or set aside within thirty (30) days from the date of entry or granting thereof; or 
15.1.5    Subject to Amyris’ termination rights under this Sublease, Amyris shall fail to preserve its leasehold estate and interests in and to the Master Lease; or
15.1.6    Any of the representations and warranties provided herein by Amyris shall prove to be false or misleading in any material respect; or
15.1.7    Amyris shall fail to obtain, maintain and preserve and take all necessary action to timely renew all permits, licenses, authorizations, approvals and entitlements necessary or appropriate for it to use and occupy the Master Premises; or
15.1.8     Amyris shall be in default beyond any applicable cure period under the terms of the Services Agreement.
15.2    Upon and during the continuance of any Default by Amyris hereunder, in addition to any other rights or remedies provided for hereunder, TOTAL shall have the right to withhold Base Rent until such Default is cured, and to the extent such Default is incapable of being cured, or is not cured within fifteen (15) days of notice of such Default to Amyris, to offset the value of any damages caused by such Default against the Base Rent reserved for the balance of the Sublease Term.
		
	16.
	HOLDING OVER.


16.1    TOTAL has no right to occupy the Sublease Premises or any portion thereof after the Expiration Date or after the termination of this Sublease or of TOTAL’s right to possession hereunder.  In the event TOTAL or any party claiming by, through or under TOTAL holds over, Amyris may exercise any and all remedies available to it at law or in equity to recover possession of the Sublease Premises, and to recover the damages specified in Section 16.2 below by reason of such holdover.  For clarity, the License terminates on the earliest of (i) the Expiration Date, or (ii) early termination of the Sublease.
16.2    Without limiting Amyris’s rights under Section 16.1, for each and every month that TOTAL or any party claiming by, through or under TOTAL remains in occupancy of all or any portion of the Sublease Premises after the Expiration Date or after the earlier termination of this Sublease or of TOTAL’s right to possession, TOTAL shall pay, in addition to the Excess Utility Charges payable hereunder, monthly rental at a rate equal to 125% of the rate of Base Rent payable by TOTAL hereunder immediately prior to the Expiration Date or earlier termination of this Sublease or of TOTAL’s right to possession; provided, however, if the Expiration Date or the date of any earlier termination of this Sublease or of TOTAL’s right to possession occurs during 2019, the rate of Base Rent payable by TOTAL hereunder immediately prior to the Expiration Date or earlier termination of this Sublease or of TOTAL’s right to possession shall be deemed to mean the rate of Base Rent payable hereunder during 2018.  The

24






acceptance by Amyris of any lesser sum shall be construed as payment on account and not in satisfaction of damages for such holding over.  In addition to the payment of the amounts provided herein, in the event TOTAL or any party claiming by, through or under TOTAL holds over, TOTAL shall also be (i) liable to Amyris for actual damages payable by Amyris to Master Landlord by reason of such holdover, and (ii) liable to Amyris for its actual damages , including,  those incurred by Amyris or payable by Amyris to Amyris’s proposed assignee or subtenant, in the event Amyris has entered into a binding agreement for the assignment of the Master Lease (including any assignment which is not subject to Section 10.2 above) or for the sublease of either the entire Master Premises or any portion of the Master Premises which includes any portion of the Sublease Premises), if TOTAL’s holdover prevents or delays Amyris from delivering the Master Premises or applicable portion thereof as required.
		
	17.
	ENCUMBERING TITLE.  


17.1    TOTAL shall not do any act which in any way encumbers the title of Master Landlord in and to the Building nor shall the interest or estate of Master Landlord or Amyris be in any way subject to any claim by way of lien or encumbrance, whether by operation of law or by virtue of any express or implied contract by TOTAL, or by reason of any other act or omission of TOTAL.  Any claim to, or lien upon, the Sublease Premises or the Building arising from any act or omission of TOTAL shall accrue only against the estate of TOTAL and shall be subject and subordinate to the paramount title and rights of Master Landlord and Amyris. 
17.2    Without limiting the generality of Section 16.1, TOTAL shall not permit the Sublease Premises or the Building to become subject to any mechanics’, laborers’ or materialmen’s lien on account of labor or material furnished to or at the request of TOTAL in connection with work of any character performed on the Sublease Premises by, or at the direction or sufferance of, TOTAL.  If TOTAL fails to do so within fifteen (15) days following written notice from Amyris, Amyris may cause such liens to be released by any means it deems proper, including payment, at TOTAL’s expense and without affecting Amyris’s rights.
		
	18.
	PROVISIONS REGARDING MASTER LEASE.


18.1    This Sublease and all rights of the parties hereunder are subject and subordinate to the Master Lease.  The parties hereby acknowledge that it is not practical in this Sublease to enumerate all of the rights and obligations of the various parties under the Master Lease and specifically to allocate those rights and obligations in this Sublease.  Accordingly, in order to afford to TOTAL the benefits of this Sublease and of those provisions of the Master Lease which by their nature are intended to benefit the party in possession of the Sublease Premises, and in order to protect Amyris against a Default by TOTAL which might cause a default by Amyris under the Master Lease, Amyris and TOTAL covenant and agree as set forth in this Section 18.
18.2    Except as herein otherwise expressly provided, and except those that by their nature or purpose are inapplicable to the subleasing of the Sublease Premises pursuant to this Sublease or are inconsistent with or modified by any of the terms, covenants or conditions of this Sublease, and except for tenant’s obligations to pay rent and all other amounts due under the Master Lease, and except to the extent applicable solely to the Amyris Dedicated Area, all of the terms and conditions contained in the Master Lease are incorporated herein by reference as terms and conditions of this Sublease.  Amyris and TOTAL agree to each refrain from any act or omission that would result in a Default (as defined in the Master Lease) on the part of the tenant under the Master Lease.  Except as set forth in this Section above or otherwise excluded herein, the provisions of the Master Lease are hereby expressly incorporated into this Sublease with the term “Amyris” substituted for Landlord, the term “TOTAL” substituted for Tenant, the term “Sublease” substituted for Lease and, without limiting any of Amyris’s obligations hereunder 

24






(including pursuant to the incorporated terms of the Master Lease) with respect to the OCT Facilities, including the maintenance thereof, the term “Sublease Premises” substituted for “Premises,” as the context requires.
18.3    Except as otherwise expressly provided in this Sublease, TOTAL shall perform all affirmative covenants and shall refrain from performing any act that is prohibited by the negative covenants of the Master Lease, where the obligation to perform or refrain from performing is by its nature imposed upon the party in possession of the TOTAL Dedicated Area.  Other than covenants regarding use and restrictions on use, and other than the obligation to refrain from performing any act that is prohibited by the negative covenants of the Master Lease (all which shall be performed and observed by both Amyris and TOTAL with respect to the OCT Facilities), Amyris shall be responsible for performing all affirmative covenants of the Master Lease, where the obligation to perform is by its nature imposed upon the party in possession of the OCT Facilities.  If Amyris should Default (as defined in the Master Lease) under the Master Lease, and provided such Default was not caused by TOTAL, TOTAL shall have the right, but not the obligation, to cure such Default(s) on behalf of Amyris and all costs incurred by TOTAL in so doing may be offset by TOTAL against the Base Rent Installment Payment next coming due under this Sublease, and any subsequent Base Rent Installment Payment until satisfied.
18.4    It is expressly agreed that:  (a) if the Master Lease should terminate prior to the Expiration Date, Amyris shall have no liability to TOTAL except in respect of a breach of Amyris’ covenants contained herein; and (b) to the extent the Master Lease grants Amyris any discretionary right to terminate the Master Lease (either as to the entire Master Premises or as to any portion of the Master Premises which includes the Sublease Premises), whether due to casualty, condemnation, by election by Amyris or otherwise, Amyris shall be entitled to exercise or not exercise such right in its sole and absolute discretion, without liability to TOTAL; provided, however, so long as TOTAL is not then in Default under this Sublease, Amyris shall not elect to terminate the Master Lease as to the Sublease Premises under any discretionary right to terminate the Master Lease without the prior written consent of TOTAL, which consent shall not be unreasonably withheld, conditioned or delayed.
18.5    Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Master Landlord shall be deemed to apply under this Sublease and inure to the benefit of both Amyris and Master Landlord. Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Amyris, as Tenant, shall be deemed to apply under this Sublease and inure to the benefit of TOTAL.  Amyris shall cooperate and use commercially reasonable efforts to ensure that TOTAL receives such benefit.
18.6    If TOTAL desires to take any action that requires the consent of Master Landlord under the terms of the Master Lease, then, notwithstanding anything to the contrary herein:  (i) Amyris, independently, shall have a reasonable right of approval or disapproval; (ii) TOTAL shall not take any such action until it obtains the consent of both Amyris and Master Landlord; and (iii) TOTAL shall request that Amyris obtain Master Landlord’s consent on TOTAL’s behalf and Amyris shall use commercially reasonable efforts to obtain such consent.  TOTAL shall pay all costs reasonably incurred by Amyris in seeking or procuring Master Landlord’s consent. Any approval or consent required of Amyris conclusively shall be deemed reasonably withheld if approval or consent also is required of Master Landlord, and Master Landlord fails to give Master Landlord’s approval or consent.   
18.7    Amyris agrees to forward to TOTAL, (a) a copy of any notices relating to the Sublease Premises that Amyris delivers to the Master Landlord, and (b) upon receipt thereof by Amyris, (i) a copy of each notice of default received by Amyris in its capacity as tenant under the Master Lease, and (ii) a copy of each notice of default or non-payment received by Amyris from any utility or other service providers to the Master Premises.   Upon the full execution of this Sublease, Amyris shall request that 

24






Master Landlord simultaneously forward to TOTAL, at TOTAL’s notice address provided in this Sublease, a copy of any default notices from Master Landlord to Amyris.  TOTAL agrees to forward to Amyris, upon receipt thereof, copies of any notices received by TOTAL with respect to the Sublease Premises from the Master Landlord.  
18.8    As between Amyris and TOTAL, in the event of a conflict between the provisions of the Master Lease and the provisions of this Sublease, the provisions of this Sublease shall control.
18.9    Amyris will perform all of the obligations of the tenant pursuant to the Master Lease, except those expressly undertaken by TOTAL pursuant to this Sublease, to the extent failure to perform the same could adversely affect the rights of TOTAL hereunder.  So long as TOTAL is not in Default under this Sublease, Amyris will not consent to any amendment of the Master Lease that could adversely affects the rights of TOTAL hereunder, without the prior written consent of TOTAL, which may be given or withheld in TOTAL’s sole discretion (provided that the foregoing shall not be construed to limit or otherwise restrict Master Landlord from exercising any rights it has under the Master Lease or, except as provided in Section 18.4 above, Amyris from exercising any termination right it has under the Master Lease, including in the event of casualty, condemnation or as a result of any default by Master Landlord, without the need for consent of TOTAL). 
18.10    Notwithstanding anything to the contrary contained herein, the following provisions of the Master Lease shall not apply to the benefit of TOTAL and are not, and shall not be deemed to be, incorporated by reference into this Sublease:  (a) the following provisions of the Master Lease:  Sections 1.1, 1.3 (but only to the extent the defined terms are used only in provisions that are otherwise not applicable to this Sublease), 2.1(b), 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 3.1, 4.1, 4.2, 4.3, 6.6, 9.1(a)(1) (but only pertaining to Tenant’s right to undertake Decoration Work), 9.3, 11.4, 12,1, 16.3, 20.1(b) (except to the extent Amyris is required to provide to Master Landlord financial statements of TOTAL pursuant to Section 20.1(b) of the Master Lease), 25.1, 25.8, 25.10; Articles 5, 13, 14, 15, 21 and 22; Exhibits A and B; Riders 1 and 2, and Schedule 1 to Exhibit B; and all of the Lease Amendments (other than solely for the purpose of establishing the Master Premises leased under the Master Lease to the extent such Master Premises comprise part of the Sublease Premises and establishing the Expiration Date of the Master Lease).  With respect to Section 8.1 of the Original Lease, all references to “Landlord” shall, for purposes of incorporation herein, mean Master Landlord and not Amyris.  Notwithstanding that Section 16.3 of the Master Lease is stated not to be incorporated into this Sublease, Amyris and TOTAL agree that:
a.    to the extent any proceeds of Master Landlord’s insurance are paid to Amyris during the Sublease Term for restoration of any portion of the TOTAL Dedicated Area or the OCT Facilities, then (i) any such proceeds paid to Amyris with respect to any damage to the OCT Facilities shall be utilized for the repair and maintenance of the OCT Facilities, to the extent Amyris has the obligation to repair and maintain the OCT Facilities under this Sublease, and (ii) any such proceeds paid to Amyris with respect to any damage to the TOTAL Dedicated Area shall be paid to and utilized by TOTAL for the repair and maintenance of the TOTAL Dedicated Area in accordance with TOTAL’s obligations under this Sublease with respect to the TOTAL Dedicated Area; and 
b.    to the extent any proceeds of Master Landlord’s insurance are paid for Landlord’s liability relating to matters or events occurring in the Sublease Premises during the Sublease Term, then any such proceeds shall be paid to the appropriate claimant(s) or, if the claimant(s) has already been compensated, then the proceeds shall be divided between Amyris and TOTAL in the percentages reflecting their respective liability to the claimant(s).

24






19.    MASTER LANDLORD’S CONSENT.   This Sublease and the obligations of the parties hereunder are expressly conditioned upon the written consent hereto by Master Landlord in a form reasonably acceptable to TOTAL and Amyris, and receipt by TOTAL of a separate agreement between Master Landlord and TOTAL, in a form acceptable to TOTAL.  Amyris and TOTAL hereby agree, for the benefit of Master Landlord, that this Sublease and Master Landlord’s consent hereto shall not:  (a) create privity of contract between Master Landlord and TOTAL; (b) be deemed to have amended the Master Lease in any regard (unless Master Landlord shall have expressly agreed in writing to such amendment); or (c) be construed as a waiver of Master Landlord’s right to consent to any assignment of the Master Lease by Amyris or any further subletting of the Sublease Premises, or as a waiver of Master Landlord’s right to consent to any assignment by TOTAL of this Sublease or any subletting of the Sublease Premises or any part thereof.
		
	20.
	PRESERVATION OF THE LEASEHOLD ESTATE.


20.1    Amyris acknowledges that pursuant to Section 365 of the Bankruptcy Code, it is possible that a trustee in bankruptcy of the Master Landlord, its successors and assigns, or as debtor-in possession, could reject the Master Lease, in which case Amyris, as lessee, would have the election described in Bankruptcy Code Section 365(h) (the “Election”) to treat the Master Lease as terminated by such rejection, or, in the alternative, to remain in possession for the balance of the term of the Master Lease and any renewal or extension thereof that is enforceable by Amyris under applicable non-bankruptcy law.  Provided TOTAL is not then in Default under this Sublease, Amyris covenants that Amyris will not suffer or permit the termination of the Master Lease by exercise of the Election or otherwise without the prior written consent of TOTAL.  Amyris acknowledges that given the potential negative effect to its rights under this Sublease, TOTAL does not anticipate that it would consent to the termination of the Master Lease under such circumstances and shall not be obligated to give such consent.  In order to secure the covenant made in this subsection, Amyris hereby assigns the Election to TOTAL.  Amyris acknowledges and agrees that the Election is in the nature of a remedy, and to the extent made in favor of retaining Amyris’s rights under the Master Lease, Amyris shall bear all responsibility for complying with any of its obligations thereunder.
		
	21.
	RIGHTS IN BANKRUPTCY.


21.1    Amyris acknowledges and agrees that this Sublease is a lease of real property as contemplated by Bankruptcy Code Section 365(h).  Upon the filing of a case by or against Amyris under the Bankruptcy Code, Amyris shall continue to perform all of its obligations under this Sublease, including without limitation, by providing TOTAL with use and access (including, without limitation, access codes and keys) of the (a) OCT Facilities, and (b) Furniture and Equipment, subject to the rights of Lienholders, consistent with the provisions of this Sublease, and, in each case, without the need for any further request from TOTAL, or notice and hearing.  To the extent Amyris rejects this Agreement under the Bankruptcy Code and TOTAL elects to retain its rights, (x) TOTAL shall have the full rights provided to it under Bankruptcy Code Section 365(h)(1)(A)(ii), (y) the value of any damage caused by such rejection shall include, in addition to those caused by the non-performance hereunder, the value of any damages resulting from Amyris’s rejection of the Services Agreement in such bankruptcy (including any loss to use of the Furniture and Equipment), should such agreement also be rejected, given the parties’ agreement that the services thereunder relate to Amyris’s obligations hereunder, and (z) TOTAL shall have full and complete use of and access to the OCT Facilities and the right to use the Furniture and Equipment that is then located in the OCT Facilities, without any requirement of Amyris, OCT Manager or OCT Personnel permission, cooperation or supervision (with TOTAL hereby acknowledging that some or all of the Furniture and Equipment listed on Exhibit C may not then be located in the OCT Facilities, by reason of the foreclosure of liens that Amyris is permitted to grant on the Furniture and Equipment). TOTAL will indemnify, defend and hold harmless Amyris from any Losses arising from TOTAL’s use of the OCT 

24






Facilities, or any Furniture and Equipment during the Sublease Term, pursuant to subsection (z) above. The foregoing indemnity will survive the expiration or earlier termination of the Sublease Term. 
21.2    Upon the filing of a case by or against Amyris under the Bankruptcy Code, TOTAL is entitled to relief from the automatic stay imposed by Bankruptcy Code Section 362, or otherwise, to allow TOTAL to exercise its rights and remedies under this Sublease, and as otherwise provided by law.  Amyris unconditionally and irrevocably waives the benefit of such automatic stay and shall not, in any manner, oppose or otherwise delay any motion filed by TOTAL for relief from the automatic stay.
		
	22.
	NOTICES.


22.1    All notices that may or are required to be given by either party to the other shall be in writing and shall be deemed given when received or refused if personally delivered, or if sent by United States registered or certified mail, postage prepaid, return receipt requested, or if sent by a nationally recognized overnight commercial courier service providing receipted delivery, in any such case (a) if to TOTAL, addressed to TOTAL at the address specified in Section 1.10 or at such other place as TOTAL may from time to time designate by notice in writing to Amyris or (b) if to Amyris, addressed to Amyris at the address specified in Section 1.11 or at such other place as Amyris may from time to time designate by notice in writing to TOTAL.  Notices may also be given by email (and shall be deemed received if made by 5:00 p.m. Pacific time on the business day transmitted, and if after such time, then on the next business day), provided they are also given by one of the other methods permitted above.  Each party agrees promptly to deliver to the other party a copy of any notice, demand, request, consent or approval received from Master Landlord.
		
	23.
	MISCELLANEOUS.


23.1    Each party warrants to the other that it has had no dealings with any broker or agent in connection with this Sublease. Each party covenants to protect, defend, indemnify and hold harmless the other party from and against any and all costs (including reasonable attorneys’ fees), expense or liability for any compensation, commission and charges claimed by any broker or other agent with respect to this Sublease or the negotiation thereof on behalf of the indemnifying party.  
23.2    In the event that any action or proceeding is brought by either party to enforce the terms of this Sublease, the prevailing party shall be entitled to reasonable attorneys' fees and costs.
23.3    This Sublease, including Exhibits A, B, C,  D, E and F hereto, is the entire agreement between the parties regarding its subject matter and supersedes any prior oral or written agreements among them regarding the subject matter contained herein.
23.4    No waiver of any provision of this Sublease or consent to any action shall constitute a waiver of any other provision of this Sublease or consent to any other action.  No waiver or consent shall constitute a continuing waiver or consent, or commit a party to provide a future waiver, unless such provision is expressly set forth in writing.  Any waiver given by a party shall be void if the party requesting such waiver has not provided a full and complete disclosure of all material facts relevant to the waiver requested.
23.5    The terms of this Sublease have been negotiated by the parties hereto and the language used in this Sublease shall be deemed to be the language chosen by the parties hereto to express their mutual intent.  The parties acknowledge and agree that each party and its counsel have reviewed and revised this Sublease and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Sublease.

24






23.6    This Sublease is subject to amendment only by a writing that makes reference to this Sublease and is signed by all parties hereto.
23.7    This Sublease may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument.    
23.8    In case of any default by Amyris of its obligations to TOTAL under this Sublease, TOTAL shall have no right or recourse to property or assets of any officer, member, director, employee, shareholder, or agent of Amyris to recover such loss or damage.  In no event shall Amyris be liable under any legal or equitable theory of liability for any indirect, special, incidental, consequential or punitive damages, however caused and on any theory of liability, arising out of this Sublease or any other subject matter of this Sublease.  In case of any default by TOTAL of its obligations under this Sublease, Amyris shall have no right or recourse to property or assets of any officer, member, director, employee, shareholder, or agent of TOTAL to recover such loss or damage.  In no event shall TOTAL be liable under any legal or equitable theory of liability for any indirect, special, incidental, consequential or punitive damages, however caused and on any theory of liability, arising out of this Sublease or any other subject matter of this Sublease. Without limiting the foregoing, Amyris and TOTAL agree that, in no event, shall either party have liability to the other for any matter arising out of this Sublease, whether in the context of litigation or otherwise, in excess of one million dollars ($1,000,000) in the aggregate, other than for matters caused by the gross negligence or willful misconduct of such party.
23.9    All provisions of this Sublease that require the payment of money, performance of obligations or the delivery of property after the termination of this Sublease, or require any party to indemnify, defend or hold the other party harmless, shall survive the expiration or earlier termination of this Sublease.
23.10        Neither Amyris nor TOTAL shall record this Sublease nor any memorandum hereof without the written consent of the other and any attempt by TOTAL to do the same shall constitute an immediate and uncurable Default by TOTAL under this Sublease.  All provisions of the Master Lease which require Amyris, as tenant, to submit, exhibit to, supply or provide Master Landlord with evidence, certificates, or any other matter or thing shall be deemed to require TOTAL to submit, exhibit to, supply or provide, the same to both Master Landlord and Amyris.
23.11    This Sublease shall be governed by the laws of the State of California as such laws are applied to contracts entered into and to be performed with such state, without regard to any conflict of laws provisions.
23.12      Dispute Resolution.
23.12.1     Excluding (i) actions by Amyris for unlawful detainer following a Default by TOTAL under Sections 14.1.1, 14.1.2, 14.1.3, 14.1.4 or 14.1.8, and/or actions to recover Rent due under this Sublease, whether following the termination of this Sublease, an action pursuant to Civil Code Section 1951.4 or otherwise, (ii) the rights granted to TOTAL in Section 2.5 above to offset against Base Rent the cost of replacing Furniture and Equipment or of curing defaults of Amyris under any financing arrangement with a Lienholder regarding any of the Utilities Equipment), (iii) the rights granted to TOTAL in Section 15.2 above to offset against Base Rent the value of any damages to TOTAL caused by Amyris’s Default under this Sublease, (iv) the rights granted to TOTAL in Section 18.3 above to offset against Base Rent the costs incurred by TOTAL of curing a Default (as defined in the Master Lease) by Amyris under the Master Lease, (v) the rights granted to TOTAL in Sections 4.2 and 7.1 above to daily Base Rent abatement in the event of delay in the Delivery Date, and (vi) the rights of TOTAL to receive its proportionate share of, or the benefit of, any abatement pursuant to Section 4.5 above, if there is a 

24






dispute between the Amyris and TOTAL arising out of this Sublease, the Joint Oversight Team shall, upon written request by either party, review and attempt to informally resolve, as provided in Section 7(a) of the Services Agreement.  If the Joint Oversight Team does not resolve such dispute to the satisfaction of both parties within five (5) business days from the date of the initial notice of a dispute to the Joint Oversight Team, the parties shall each escalate such dispute to their respective officers, who shall meet (by phone or in person within ten (10) business days from the date of the initial notice to the Joint Oversight Team and endeavor to resolve such dispute.  If such Officers are unable to resolve such dispute within thirty (30) business days from the date of the initial notice to the Joint Oversight Team, the parties shall submit the problem or dispute to arbitration in accordance with Sections 7(b) and 7(c) of the Services Agreement (for purposes of Section 7(b) of the Services Agreement, the last day of such thirty (30) business day period shall be the “Arbitration Date”).  If any right of TOTAL to offset or abate Base Rent under this Sublease is required to be submitted to the process described in this Section 23.12.1 and the right of TOTAL to so offset or abate Base Rent is ultimately submitted to arbitration pursuant to this Section 23.12.1, then TOTAL’s obligation to pay Base Rent shall be suspended during the period of the arbitration and, if (but only if) it is determined that TOTAL was not entitled to abate or offset against its obligation to pay Base Rent, TOTAL shall promptly pay to Amyris an amount equal to the suspended Base Rent.  If it is determined that TOTAL was entitled to abate or offset against its obligation to pay Base Rent, TOTAL shall have no obligation to pay to Amyris any portion of the suspended Base Rent.
23.12.2    Any dispute referred to arbitration as provided above, shall be referred to and be finally settled in accordance with the Arbitration Rules and Procedures of JAMS then in effect,  (the “Rules”), without recourse to the ordinary courts of law, by three arbitrators with substantial experience in resolving complex commercial contract disputes.  Each of the parties shall nominate an arbitrator, and the two so nominated shall, once their appointment is confirmed by JAMS, nominate the third arbitrator, who shall act as Chairperson of the arbitral tribunal. If, however, the two arbitrators nominated by TOTAL and Amyris cannot agree upon a third arbitrator within thirty (30) days of their confirmation, the third arbitrator shall be chosen by JAMS in accordance with the Rules.  The seat or legal place of arbitration shall be New York City (United States). The language shall to be used in the arbitral proceedings shall be English.  Notwithstanding anything to the contrary, either party may seek injunctive or other forms of equitable relief at any time from any court of competent jurisdiction.
23.13    Pursuant to California Civil Code Section 1938, Amyris hereby notifies TOTAL that as of the Effective Date, Amyris has not obtained an inspection of the Sublease Premises by a "Certified Access Specialist" to determine whether the Sublease Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53.




[SIGNATURES ON FOLLOWING PAGE]




	
					
	 
	 
	 
	 
	 







24








IN WITNESS WHEREOF, Amyris and TOTAL have executed this Sublease, as of the Effective Date.




	
					
	AMYRIS:


	 
	TOTAL:



	 
	 
	 
	 
	 

	AMYRIS, INC., a Delaware corporation
	 
	TOTAL NEW ENGERGIES USA, INC., a Delaware corporation



	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	By:
	/s/ John Melo
	 
	By:
	 

	 
	 
	 
	 
	 

	Name:


	John Melo
	 
	Name:


	 

	 
	 
	 
	 
	 

	Its:
	C.E.O.
	 
	Its:
	 





24








IN WITNESS WHEREOF, Amyris and TOTAL have executed this Sublease, as of the Effective Date.


	
					
	AMYRIS:


	 
	TOTAL:



	 
	 
	 
	 
	 

	AMYRIS, INC., a Delaware corporation
	 
	TOTAL NEW ENGERGIES USA, INC., a Delaware corporation



	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	By:
	 
	 
	By:
	/s/ Denis Giorno

	 
	 
	 
	 
	 

	Name:


	 
	 
	Name:


	Denis Giorno

	 
	 
	 
	 
	 

	Its:
	 
	 
	Its:
	President & CEO






EXHIBIT A


DEPICTION OF SUBLEASE PREMISES




 

24








EXHIBIT B


LIST OF HAZARDOUS MATERIALS
	
					
	Material
	Health
	Fire
	Reactivity
	 

	[*]
	X
	 
	 
	 

	[*]


	X
	 
	 
	 

	[*]


	X
	 
	X
	 

	[*]


	X
	 
	 
	 

	[*]


	X
	 
	 
	 

	[*]


	X
	X
	 
	 

	[*]


	X
	X
	 
	 

	[*]


	X
	 
	X
	 

	[*]


	X
	 
	 
	 

	[*]


	X
	 
	 
	 

	[*]


	X
	 
	 
	 

	[*]


	X
	X
	 
	 

	[*]


	X
	 
	 
	 

	[*]


	X
	 
	 
	 

	[*]


	X
	X
	 
	 

	[*]


	X
	X
	 
	 

	[*]


	X
	X
	 
	 

	[*]


	X
	X
	X
	 

	[*]


	X
	X
	 
	 

	[*]


	X
	X
	 
	 

	[*]


	X
	X
	 
	 

	[*]


	X
	X
	 
	 

	[*]


	X
	X
	 
	 

	[*]


	X
	X
	 
	 

	[*]


	X
	 
	 
	 

	[*]


	X
	 
	 
	 

	[*]


	X
	X
	 
	 

	[*]


	X
	 
	 
	 

	 
	 
	 
	 








[*] 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.



B-1






 

EXHIBIT C
LIST OF MATERIAL FURNITURE AND EQUIPMENT


		
	-  
	Ferrmentation:


[*]




		
	-  
	Centrifugation:


[*]




		
	-  
	General:


[*]




		
	-  
	Analytical:


[*]




		
	-  
	Utilities :


[*]




[*] 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.



C-1






[*]








[*] 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.













EXHIBIT D


PERMITS, APPROVALS AND AUTHORIZATIONS


SEE FOLLOWING PAGES

D-1
































































































































































































































































































































































































































































































EXHIBIT E


GENERAL DESCRIPTION OF INITIAL IMPROVEMENTS


 


This exhibit aims at defining the needs for adaptation of the TOTAL Dedicated Area to comply with TOTAL’s needs, and will be used for the Architectual design package. It is based in a conceptual study realized in 2013 with the help of TOTAL’s engineering firm Clark, Richardson & Biskup Consulting Engineers, Inc..
The requirements have been defined across the following functional areas (FA’s):
		
	-  
	Strain handling and storage (FA1)


		
	-  
	Fermentation laboratory (FA2)


		
	-  
	Recovery laboratory (FA3)


		
	-  
	Fermentation pilot (FA4)


		
	-  
	Recovery pilot (FA5)


		
	-  
	Physico-Chemical Analytics (FA6)


		
	-  
	Offices and general areas (FA7)


		
	-  
	Utilities, storage and Waste treatment (FA8)




For each Functional area, the following section will specify:
		
	-  
	Narrative summary of the activities to be led within the functional area


		
	-  
	Envisioned floor space 


		
	-  
	List of main equipment


		
	-  
	list of bench / hoods


		
	-  
	Utilities requirements


		
	-  
	Specific details (modularity, access restriction, co-location with others activities, air control, security access...)




Different scenarios for TOTAL Dedicated Area configuration/implantation have been studied during the conceptual study, and Scenario 4 (as represented on figure A) has been jointly selected with Amyris. In this scenario, all the functional areas are located in place of the current following existing areas : Office area (PP-101), Conference room (PP-104), Copy area (PP-105), Break Area (PP-106), Kitchen (PP-107), Toilets and Shower (PP108 & PP-109). In addition, the toilets are relocated next to the entrance.
To accommodate this new area, Amyris will have to relocate its offices area in the warehouse, this will be handle independently by Amyris.


A proposed conceptual layout of the TOTAL Dedicated Area is given in Figure A, and a general view of the pilot is given in Figure C.  The TOTAL Dedicated Area represent a total area of 3671 sf; both represented in green in the layouts. A layout of the existing condition of the premises is given in figure B, where the area to be demolished is represented in red.
This conceptual layout may evolve during the design phase realized to be done by a contracted Architectural company.


Strain handling and storage (FA1)
		
	1.1
	Narrative summary of activities


[*]


[*] 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.



E-1    






[*]


		
	1.2
	Itemized Description of FA1




		
	v  
	Stand-alone/larger items




[*]


		
	v  
	Bench-top items




[*]




[*] 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.

E-2












[*]


		
	v  
	Benches & Storage




[*]




		
	1.3
	Specifics




[*] 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.



E-3










[*]




Fermentation laboratory (FA2)
		
	2.1
	Narrative summary of activities


[*] 


		
	2.2
	Itemized Description of FA2




		
	v  
	Stand-alone/larger items




[*]





E-4








		
	v  
	Bench-top items








[*]


		
	v  
	Benches & Storage




[*]
[*] 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.



E-5










		
	2.3
	Specifics








[*]


Recovery laboratory (FA3) and Physical-Chemical Analytics (FA6)




Narrative summary of activities
[*]


FA3:
[*]


FA6:
[*]


Itemized description of FA3 & FA6


		
	v  
	Bench-top items


[*]




[*] 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.





E-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.



E-7












[*]




		
	v  
	Benches, Hood & Storage




[*]




























[*] 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.



E-8










[*]


Specifics


[*]


Fermentation pilot (FA4)
Narrative summary of activities
[*
 
Itemized description of FA4




[*]


[*] 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.



E-9










[*]




Specifics
[*]




[*] 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.



E-10








-
		
	  
	[*]




Recovery pilot (FA5)
Narrative summary of activities
[*]


Itemized description of FA5


[*]






































[*] 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.



E-11










[*] 


Specifics
[*]






[*] 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.



E-12










[*}


Offices and general areas (FA7)


		
	7.1
	Narrative summary of FA7 




[*]


		
	7.2
	Itemized description of FA7




[*]




7.3 Specifics


[*]




[*] 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.



E-13








		
	8. 
	Utilities, storage and Waste treatment (FA8)




[*]




  




Figure A






[*] 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.



E-14











Figure B



Figure C

E-15










EXHIBIT F


MASTER LEASE
(See following pages)