Omnibus Letter Amendment to the Enzyme and Product Supply Agreement



 Exhibit 10.5 
 [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions. 
 



 
 Codexis, Inc. 
 200 Penobscot Drive 
 Redwood City, CA 94063 

Tel: 650.421.8100 

Fax: 650.421.8102 

www.codexis.com 
 August 17,
2011 
 Arch Pharmalabs Limited 
 Attn:
Company Secretary 
 H wing, 4th Floor 

Tex Centre 
 Off Saki Vihar Road 

Chandivali, Mumbai- 400072 
 India 

Codexis India, Inc. 
 G-01, Prestige Loka,

 7/1 Brunton Road 
 Bangalore –
560 025 
 India 
  

	RE:	The Enzyme and Product Supply Agreement between Arch Pharmalabs Limited (“Arch”) and Codexis, Inc. (“Codexis”), effective as of February 16,
2010 (the “EPSA”), and the Product Supply Agreement between Arch and Codexis Laboratories India Private Limited (“Codexis India”), effective as of February 16, 2010 (the “PSA”) 


Dear Sirs: 
 This letter serves to confirm that
Codexis, Codexis India and Arch mutually desire to amend the EPSA and PSA in the following manner in order to permit Arch to sell to [*] (as defined in the EPSA and PSA): 

 

	 	1.	Section 1.16 of the EPSA shall be amended in its entirety and replaced with the following: 


1.16 “Codexis Customers” shall mean (i) Third Party Innovator Companies located throughout the world (other than in
India); and (ii) Third Party Generic Companies located in the United States, Canada, and Israel (except[*]), and their 

  
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 [*] Certain information in this document has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 
 



 
  

 
respective commonwealths, territories and possessions, and Europe. Notwithstanding anything to the contrary in this Agreement, [*] are not a Codexis Customer. 

 

	 	2.	Section 1.21 of the EPSA shall be amended in its entirety and replaced with the following: 


1.21 “Codexis India Customers” shall mean (i) Third Party Innovator Companies in India; and (ii) the following
companies in India: [*], as the foregoing list may be updated or modified pursuant to written agreement of the Parties. 
  

	 	3.	Section 1.10 of the PSA shall be amended in its entirety and replaced with the following: 


1.10 “Codexis India Customers” shall mean (i) Third Party Innovator Companies in India; and (ii) the following
companies in India: [*], as the foregoing list may be updated or modified pursuant to written agreement of the Parties. 
 All provisions of the
EPSA and PSA not expressly amended by this letter shall remain in full force and effect. Please indicate your agreement to the above by countersigning each enclosed triplicate of this letter and returning one original to me. 

We look forward to the continued success of our relationship. 
 Very truly yours, 
  

			
	Codexis, Inc.
		
	By:	 	/s/    Joseph Sarrett
		 	Name: Joseph Sarret
		 	Title: Chief Business Officer


  
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 [*] Certain information in this document has been omitted and filed separately with the Securities
and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 
 



 
  


			
	Acknowledged, agreed and accepted by:
	
	Codexis Laboratories India Private Limited
		
	By:	 	/s/    Alan Shaw
		 	Name: Alan Shaw
		 	Title: Director
		
	Date:	 	August 18, 2011


			
	
	Acknowledged, agreed and accepted by:
	
	Arch Pharmalabs Limited
		
	By:	 	/s/    Ajit Kamath
		 	Name: Ajit Kamath
		 	Title: Chairman & Managing Director
		
	Date:	 	August 20, 2011

 Copies to: 

Arch Pharmalabs Limited 
 H wing, 4th Floor

 Tex Centre 
 Off Saki Vihar Road

 Chandivali, Mumbai- 400072 
 India

 Attn: Chairman and Managing Director 

Facsimile: +912228471234 

  
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