ex10_5.htm






  



  







  





Exhibit 10.5

COLLATERAL ASSIGNMENT OF INVENTIONS

AND PATENTS AND PATENT APPLICATIONS





THIS COLLATERAL ASSIGNMENT OF INVENTIONS AND PATENTS AND PATENT APPLICATIONS (this “Assignment”) is made and entered into as of November 14, 2008, by DYADIC INTERNATIONAL (USA), INC., a Florida corporation (“Assignor”),
in favor of MARK A. EMALFARB TRUST, under agreement dated October 1, 1987, as amended (the “MAE Trust”), FRANCISCO TRUST, under agreement dated February 28, 1998, and MARK A. EMALFARB, individually (collectively, the “Assignee”).

 

RECITALS





A.           Assignor and Assignee are parties to that certain Loan and Security Agreement (the “Loan Agreement”) dated as of even date herewith, relating to
certain obligations of Assignor as more particularly described in the Loan Agreement (the “Secured Obligations”).   Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Loan Agreement.





B.           The Secured Obligations include but are not limited to a certain Amended and Restated Note (the
“Note”) in favor of Assignee of even date herewith in the amount of the Loan.  Payment of the Note and other Secured Obligations are secured by, among other things, a security interest in (i) the inventions or improvements disclosed in the applications for Letters Patent of the United States, as more particularly described
on Exhibit A attached hereto and made a part hereof, and all other applications, both United States and foreign, on said inventions or improvements, including divisional, continuation, continuation-in-part and substitute applications, regardless of whether said other applications are based upon the applications described on Exhibit A in whole or in part, and (ii) in any and all Letters
Patent of the United States and foreign countries which may be obtained on any of said applications, and in any reissue or extension of such patents (all of the foregoing, being hereinafter collectively referred to as the “Patents”).





C.           The execution and delivery of this Assignment is a condition precedent to the performance by Assignee of its obligations under the Loan Agreement.

 

AGREEMENTS

 

NOW, THEREFORE, in consideration of the recitals set forth above and incorporated herein, and for other good and valuable consideration, Assignor agrees as follows:

 

1. As collateral security for the prompt and complete payment and performance of Assignor’s obligations under the Loan Agreement, Assignor hereby collaterally, grants, transfers and assigns to Assignee a security interest in all
the right, title and interest of Assignor now or hereafter acquired in and to the Patents.  In connection therewith, Assignor hereby agrees to execute and deliver to Assignee from time to time any and all written notices memorializing Assignor’s grant of a security interest in the Patents hereunder as may be required under applicable law (whether United States or foreign) as necessary to perfect Assignee’s security

 






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2. interest in and to the Patents hereunder, including but not limited to, any and all filings required by the United States Patent and Trademark Office.

 

3. This Assignment is given for the purpose of securing the payment of all Secured Obligations, including but not limited to, the payment of principal, interest and other sums due under the Note, and any extensions, modifications, amendments
and renewals thereof, and the performance and discharge of the obligations, covenants, conditions, and agreements of Assignor contained herein and in the Loan Documents.

 

THE INTEREST IN THE PATENTS BEING ASSIGNED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT, BUT AS A CONTINGENT ASSIGNMENT TO SECURE SUCH ASSIGNOR’S OBLIGATIONS TO ASSIGNEE UNDER THE LOAN AGREEMENT.





4. Assignor agrees:

 

(a) To diligently prosecute and defend Assignor’s right, title and interest in and to the Patents and to execute all oaths, declarations and other documents necessary or desirable for prosecuting said Patents, for use in interference
proceedings involving the Patents, for use in opposition proceedings involving the Patents, for refiling said applications, for filing of divisional, substitution, continuation or continuation-in-part applications deemed necessary or desirable by Assignee for reissuance or re-examination of the Patents, or for the filing in foreign countries of applications for Patents counterpart to or based on said application or to an application which is a division, substitution, continuation or continuation-in-part of said
application or which application relates to said invention and improvements.

 

(b) To execute and deliver to MAE Trust, for the benefit of Assignee pursuant to the terms of the Loan Agreement, to secure the Assignor’s obligations to Assignee under the Loan Agreement, one or more Assignments of Patents duly
executed in blank in the form attached hereto as Exhibit B-1 (“Blank Patent Assignment”) and one or more Assignment of Application for Patent in the form attached hereto as Exhibit B-2 (“Blank Application Assignment” and together with the Blank Patent Assignment, the “Blank Assignments”) . Upon Assignor’s satisfaction of all of the Secured
Obligations in full, Assignee agrees to deliver the Blank Assignments to Assignor.

 

(c) That the occurrence of any of the following shall constitute an event of default (“Event of Default”) hereunder:

 

(i) Failure of Assignor for a period of ten (10) days after written notice from Assignee, to observe or perform any covenant or condition contained in this Assignment; provided that if any such failure is susceptible of cure and cannot
reasonably be cured within said ten (10) day period, then Assignor shall have an additional twenty (20) day period to cure such failure and no Event of Default shall be deemed to exist hereunder so long as Assignor commences such cure within the initial ten (10) day period and diligently and in good faith pursues such cure to completion within such resulting thirty (30) day period from the date of Assignee’s notice;

 






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(ii) Any representation or warranty made by Assignor herein which is not true and correct in any material respect as of the date hereof; and

 

(iii) An event of default by Assignor under the Loan Agreement or any of the other Loan Documents, which shall not be cured within any applicable grace period.

 

(d) Upon the occurrence of any Event of Default hereunder, Assignee shall have all rights granted to Assignee under the Loan Documents.

 

(e) Assignor hereby irrevocably appoints Assignee as its attorney in fact, which appointment is coupled with an interest, to as Assignor’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in the Assignor's name, place
and stead, with full power of substitution, to (i) take such actions as are permitted in this Assignment, (ii) execute such financing statements and other documents and to do such other acts as Assignee may require to perfect and preserve the Assignee’s security interest in, and to enforce such interests in the Patents, and (iii) carry out any remedy provided for in this Assignment, including the filing of such Assignment with the United States Patent and Trademark Office as necessary to cause the perfection
of the security interest in the Patents granted to Assignee herein. Assignor hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable.  Assignor hereby ratifies and confirms all that such attorney-in-fact may do or cause to be done by virtue of any provision of this Assignment.

 

(f) That this Assignment shall be assignable by Assignee to any assignee of Assignee under the Loan Agreement, subject to the terms of the Non-Disturbance Agreement (as defined below), and all representations, warranties, covenants, powers
and rights herein contained shall be binding upon, and shall inure to the benefit of, Assignor and Assignee and their respective legal representatives, successors and assigns.

 

5. Assignor further hereby covenants and represents to Assignee that, except as set forth in that certain non-exclusive License Agreement dated on or about November 14, 2008, by and between Assignor and Codexis, Inc., a Delaware corporation
(“Codexis”) and the Non-Disturbance Agreement dated on or about November 14, 2008 (the “Non-Disturbance Agreement”) by and between Codexis, the Assignor, the Assignee and the other parties thereto,  (a) Assignor has not previously assigned, sold, pledged, transferred, mortgaged, hypothecated or otherwise encumbered the Patents or any of them, or its right, title and interest therein, (b) Assignor shall
not assign, sell, pledge, transfer, mortgage, hypothecate or otherwise encumber its interests in the Patents or any of them, and (c) Assignor has not performed any act which might prevent Assignor from performing its undertakings hereunder or which might prevent Assignee from operating under or enforcing any of the terms and conditions hereof or which would limit Assignee in such operation or enforcement.

 

6. All notices, demands or documents which are required or permitted to be given or served hereunder shall be in writing and shall be deemed sufficiently given when delivered or mailed in the manner set forth in the Loan Agreement.

 






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7. Any provision in the Loan Agreement that pertains to this Assignment shall be deemed to be incorporated herein as if such provision were fully set forth in this Assignment.  In the event of any conflict between the terms
of this Assignment and the terms of the Loan Agreement, the terms of the Loan Agreement shall prevail.  A provision in this Assignment shall not be deemed to be inconsistent with the Loan Agreement by reason of the fact that no provision in the Loan Agreement covers such provision in this Assignment.

 

8. This Assignment is made for collateral purposes only and the duties and obligations of Assignor under this Assignment shall terminate when all sums due Assignee under the Loan Documents are paid in full and all obligations, covenants,
conditions and agreements of Assignor contained in the Loan Documents are performed and discharged.

 

9. This assignment shall be governed by, and construed in accordance with, the laws of the State of Florida.

 

10. It is expressly intended, understood and agreed that this Assignment and the other Loan Documents are made and entered into for the sole protection and benefit of Assignor, and
Assignee, and their respective successors and assigns (but in the case of assigns of Assignor, only to the extent permitted hereunder); that no other person or persons shall have any right at any time to action hereon.

 

11. Assignor and Assignee intend and believe that each provision in this Assignment comports with all applicable local, state or federal laws and judicial decisions.  However, if any provision or provisions, or if any portion
of any provision or provisions, in this Assignment is found by a court of law to be in violation of any applicable local, state or federal ordinance, statute, law, administrative or judicial decision or public policy, and if such court should declare such portion, provision or provisions of this Assignment to be illegal, invalid, unlawful, void or unenforceable as written, then it is the intent both of Assignor and Assignee that such  portion, provision or provisions shall be given force to the fullest
possible extent that they are legal, valid and enforceable, that the remainder of this Assignment shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein and that the rights, obligations and interests of Assignor and Assignee under the remainder of this Assignment shall continue in full force and effect.

 

IN WITNESS WHEREOF, Assignor has delivered this Assignment as of the date first written above.

 

ASSIGNOR:

 

DYADIC INTERNATIONAL (USA), INC.,

a Florida corporation





By:           /s/Vito G. Pontrelli

Name:      Vito G. Pontrelli

Its:            Interim CFO














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EXHIBIT A













Schedule of Patents









[See Attached]





















  



  







  





EXHIBIT A

Schedule of Patents






	  	
Title
	
Country
	
Status
	
Application No.
	
App. Date
	
Patent No.
	
Issue Date

	
Novel fungal enzymes

	
1.
	
Novel fungal enzymes
	
United States
	
Pending
	
11/833,133
	
02.08.2007
	  	  
	
2.
	
Novel fungal enzymes
	
PCT
	
Pending
	
PCT/US08/071982
	
1.08.2008
	  	  
	
3.
	
Novel fungal enzymes
	
United States
	
Pending
	
12/205,694
	
05.09.2008
	  	  
	
4.
	
Novel fungal enzymes
	
PCT
	
Pending
	
PCT/US08/75464
	
05.09.2008
	  	  
	
Construction of highly efficient cellulase compositions for enzymatic hydrolysis of cellulose

	
5.
	
Construction of highly efficient cellulase compositions for enzymatic hydrolysis of cellulose

 
	
United States
	
Published
	
11/487547
	
13-Jul-06
	  	  
	
6.
	
Construction of highly efficient cellulose compositions for enzymatic hydrolysis of cellulose

 
	
PCT
	
Published
	
PCT/US06/27347
	
13-Jul-06
	  	  
	
Expression and high-throughput screening of complex expressed DNA libraries in filamentous fungi

	
7.
	
Expression and high-throughput screening of complex expressed DNA libraries in filamentous fungi

 
	
PCT
	
Published
	
PCT/US07/87020
	
10.12.2007
	  	  
	
Methods and compositions for degradation of lignocellulosic material

	
8.
	
Methods and compositions for degradation of lignocellulosic material

 
	
PCT
	
Published
	
PCT/US07/73180
	
10.07.2007
	  	  
	
9.
	
Methods and compositions for degradation of lignocellulosic material
	
United States
	
Published
	
11/775,777
	
10.07.2007
	  	  
	
High-Throughput screening of expressed DNA libraries in filamentous fungi

	
10.
	
High-Throughput screening of expressed DNA libraries in filamentous fungi

 
	
PCT
	
Published
	
PCT/US00/10199
	
13-Apr-00
	  	  
	
11.
	
High-Throughput screening of expressed DNA libraries in filamentous fungi

 
	
PCT
	
Published
	
PCT/US01/12335
	
13-Apr-01
	  	  
	
12.
	
High Throughput screening of expressed DNA libraries in Filamentous fungi

 
	
United States
	
Granted
	
09/834434

(CIP of US/00/10199)
	
13-Apr-01
	
7122330 B2
	
10/17/06

	
13.
	
High Throughput screening of expressed DNA libraries in Filamentous fungi

 
	
United States
	
Published
	
11/490761
	
21-Jul-06
	  	  
	
14.
	
High Throughput screening of expressed DNA libraries in Filamentous fungi

 
	
Australia
	
Pending
	
2006249202
	
01-Dec-06
	  	  
	
15.
	
High Throughput screening of expressed DNA libraries in Filamentous fungi

 
	
Brazil
	
Pending
	
PI0105795-2
	
13-Apr-01
	  	  
	
16.
	
High-Throughput Screening Of Expressed DNA Libraries in Filamentous Fungi
	
Canada
	
Pending
	
2376552
	
13-Apr-01
	  	  
	
17.
	
High Throughput screening of expressed DNA libraries in Filamentous fungi

 
	
China
	
Published
	
01801513.1
	
13-Apr-01
	  	  
	
18.
	
High throughput screening of expressed DNA libraries in filamentous fungi
	
EA:

Armenia;

Azerbaijan;

Belarus;

Kyrgyzstan;

Kazakhstan;

Moldova;

Russia;

Tajikistan;

Turkmenistan
	
Granted
	
200200035
	
13-Apr-01
	
006873
	
4/28/06

	
19.
	
High Throughput screening of expressed DNA libraries in Filamentous fungi

 
	
Europe
	
Published
	
01927056.0

(pub. # 1272669)
	
13-Apr-01
	  	  
	
20.
	
High Throughput screening of expressed DNA libraries in Filamentous fungi
	
India
	
Granted
	
2001/01129
	
13-Apr-01
	
197642
	
3/2/07

	
21.
	
High Throughput screening of expressed DNA libraries in Filamentous fungi

 
	
India
	
Allowed
	
3355/DELNP/04
	
13-Apr-01
	  	  
	
22.
	
High Throughput screening of expressed DNA libraries in Filamentous fungi

 
	
Israel
	
Granted
	
146935
	
13-Apr-01
	
146935
	
4/7/08

	
23.
	
High Throughput screening of expressed DNA libraries in Filamentous fungi

 
	
Japan
	
Published
	
2001-576942
	
13-Apr-01
	  	  
	
24.
	
High Throughput screening of expressed DNA libraries in Filamentous fungi

 
	
Mexico
	
Granted
	
01/012905
	
13-Apr-01
	
253242
	
1/10/08

	
Transformation system in the field of filamenttous hosts

	
25.
	
Transformation system in the field of filamenttous hosts

 
	
PCT
	
Published
	
PCT/NL99/00618
	
06-Oct-99
	  	  
	
26.
	
Transformation system in the field of filamentous fungal hosts

 
	
United States
	
Granted
	
09/548938

(CIP of PCT/ 99/00618)
	
13-Apr-00
	
6573086B1
	
6/3/03

	
27.
	
Transformation system in the field of filamentous fungal hosts
	
United States
	
Granted
	
10/394568
	
21-Mar-03
	
7399627B2
	
7/15/08

	
28.
	
Transformation system in the field of filamentous fungal hosts
	
United States
	
Published
	
12/047709
	
13-Mar-08
	  	  
	
29.
	
Transformation system in the field of filamentous fungal hosts.
	
Australia
	
Granted
	
62326/99
	
06.10.1999
	
771539
	
08.07.2004

	
30.
	
Transformation system in the field of filamentous fungal hosts.
	
Brazil
	
Pending
	
99142783
	
06.10.1999
	  	  
	
31.
	
Transformation system in the field of filamentous fungal hosts.
	
Canada
	
Pending
	
2345356
	
06.10.1999
	  	  
	
32.
	
Transformation system in the field of filamentous fungal hosts.
	
China
	
Granted
	
99814133
	
06.10.1999
	
1230546
	
07.12.2005

	
33.
	
Transformation system in the field of filamentous fungal hosts
	
EA:

Armenia;

Azerbaijan;

Belarus;

Kyrgyzstan;

Kazakhstan;

Moldova;

Russia;

Tajikistan;

Turkmenistan
	
Granted
	
200100419
	
06-Oct-99
	
5682
	
4/28/05

	
34.
	
Transformation system in the field of filamentous fungal hosts.
	
India
	
Granted
	
2001/00498
	
06.10.1999
	
210584
	
22.10.2007

	
35.
	
Transformation system in the field of filamentous fungal hosts.
	
Mexico
	
Granted
	
PA/a/2001/003462
	
06.10.1999
	
247741
	
02.08.2007

	
36.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
Mexico
	
Pending
	
2007/005468
	
06.10.1999
	  	  
	
37.
	
Transformation system in the field of filamentous fungal hosts.
	
Republic of Korea
	
Granted
	
10-2001-7004377
	
06.10.1999
	
618495
	
24.08.2006

	
38.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
Europe
	
Granted
	  	  	
1117808
	
12/29/04

	
39.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
Austria
	
Granted
	
99949459.4
	
06.10.1999
	
1117808
	
29.12.2004

	
40.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
Belgium
	
Granted
	
99949459.4
	
06.10.1999
	
1117808
	
29.12.2004

	
41.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
Denmark
	
Granted
	
99949459.4
	
06.10.1999
	
1117808
	
29.12.2004

	
42.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
Finland
	
Granted
	
99949459.4
	
06.10.1999
	
1117808
	
29.12.2004

	
43.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
France
	
Granted
	
99949459.4
	
06.10.1999
	
1117808
	
29.12.2004

	
44.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
Germany
	
Granted
	
69922978.2-08;
	
06.10.1999
	
1117808
	
29.12.2004

	
45.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium
	
Ireland
	
Granted
	
99949459.4
	
06.10.1999
	
1117808
	
29.12.2004

	
46.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
Italy
	
Granted
	
99949459.4
	
06.10.1999
	
1117808
	
29.12.2004

	
47.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
Netherlands
	
Granted
	
99949459.4
	
06.10.1999
	
1117808
	
29.12.2004

	
48.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
Russian Federation
	
Granted
	
200100419
	
06.10.1999
	
005682
	
28.04.2005

	
49.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
Spain
	
Granted
	
99949459.4
	
06.10.1999
	
1117808
	
29.12.2004

	
50.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
Sweden
	
Granted
	
99949459.4
	
06.10.1999
	
1117808
	
29.12.2004

	
51.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
Switzerland
	
Granted
	
99949459.4
	
06.10.1999
	
1117808
	
29.12.2004

	
52.
	
Transformation System in the Field of Filamentous Fungal Hosts: In Chrysosporium

 
	
United Kingdom
	
Granted
	
99949459.4
	
06.10.1999
	
1117808
	
29.12.2004

	
Novel cellulase compositions and methods of use

	
53.
	
Novel cellulase compositions and methods of use
	
United States
	
Granted
	
08/731170
	
10-Oct-96
	
5811381
	
9/22/98

	
54.
	
Novel cellulase compositions and methods of use
	
PCT
	
Published
	
PCT/US97/17669

priority to US 5811381 (above)
	
30-Sep-97
	
WO98/15633
	  
	
55.
	
Treating cellulosic materials with cellulases from chrysosporium
	
United States
	
Granted
	
09/106026

(DIV of 5,811,381)
	
29-Jun-98
	
6015707
	
1/18/00

	
56.
	
Chrysosporium cellulase and methods of use
	
United States
	
Published
	
09/284152

Priority to PCT/US97/17664
	
03-Jun-99
	  	  
	
57.
	
Chrysosporium cellulase and methods of use
	
Australia
	
Granted
	
47415/97
	
30-Sep-97
	
743909
	
5/23/02

	
58.
	
Chrysosporium cellulase and methods of use
	
Brazil
	
Pending
	
PI97152811
	
14-May-07
	  	  
	
59.
	
Chrysosporium cellulase and methods of use.
	
Brazil
	
Pending
	
PI9711876-1
	
30-Sep-97
	  	  
	
60.
	
Chrysosporium cellulase and methods of use.
	
Canada
	
Published
	
2268384
	
30-Sep-97
	  	  
	
61.
	
Chrysosporium cellulase and methods of use.
	
China
	
Granted
	
97199686.5
	
30-Sep-97
	
1177933
	
12/1/04

	
62.
	
Chrysosporium cellulase and methods of use.
	
EA:

Armenia;

Azerbaijan;

Belarus;

Kyrgyzstan;

Kazakhstan;

Moldova;

Russia;

Tajikistan;

Turkmenistan
	
Granted
	
199900274
	
30-Sep-97
	
003295
	
4/24/03

	
63.
	
Chrysoporium cellulases and methods of use
	
Europe
	
Published
	
97909913.2
	
30-Sep-97
	  	  
	
64.
	
Chrysosporium cellulases and methods of use
	
Hong Kong
	
Published
	
00100079.4
	
30-Sep-97
	  	  
	
65.
	
Novel  cellulase compositions and methods of use
	
India
	
Allowed
	
2858/DEL/97
	
07-Oct-97
	  	  
	
66.
	
Novel  cellulase compositions and methods of use
	
India
	
Pending
	
2952/DEL/05
	
07-Nov-05
	  	  
	
67.
	
Novel  cellulase compositions and methods of use
	
India
	
Pending
	
2953/DEL/05
	
07-Nov-05
	  	  
	
68.
	
Chrysosporium cellulase and methods of use.
	
Israel
	
Granted
	
129350
	
30-Sep-97
	
129350
	
2/1/08

	
69.
	
Chrysosporium cellulase and methods of use.
	
Japan
	
Pending
	
10-517593
	
30-Sep-97
	  	  
	
70.
	
Chrysosporium cellulase and methods of use
	
Mexico
	
Granted
	
99/003367
	
30-Sep-97
	
212335
	
12/19/02

	
71.
	
Novel  cellulase compositions and methods of use
	
Thailand
	
Published
	
035219
	
14-Jan-97
	  	  
	
Expression-regulating sequences and expression products in the field of filamentous fungi chrysosporium

	
72.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi

 
	
PCT
	
Published
	
PCT/NL01/000301
	
17-4-2001
	  	  
	
73.
	
Expression-regulating sequences and expression products in the field of filamentous fungi chrysosporium

 
	
United States
	
Published
	
10/257629
	
11-Apr-03
	  	  
	
74.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi

 
	
Australia
	
Granted
	
50663/01
	
14-4-2001
	
782105
	
20.10.2005

	
75.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi.
	
Brazil
	
Pending
	
PI0110090-4
	
17-4-2001
	  	  
	
76.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi.
	
Canada
	
Pending
	
2405954
	
17-4-2001
	  	  
	
77.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
China
	
Granted
	
ZL01811068.1
	
17-4-2001
	
CN1436242A
	
01.01.2008

	
78.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Czech Republic
	
Pending
	
2002-3435
	
17-4-2001
	  	  
	
79.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Denmark
	
Granted
	
01923991.2
	
17-4-2001
	
1276876
	
04.04.2007

	
80.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Europe
	
Pending
	
07102273.5
	
17-4-2001
	
Publication number 1854888
	  
	
81.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Austria
	
Granted
	
01923991.2
	
17-4-2001
	
1276876
	
04.04.2007

	
82.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Belgium
	
Granted
	
01923991.2
	
17-4-2001
	
1276876
	
04.04.2007

	
83.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Finland
	
Granted
	
01923991.2
	
17-4-2001
	
1276876
	
04.04.2007

	
84.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
France
	
Granted
	
01923991.2
	
17-4-2001
	
1276876
	
04.04.2007

	
85.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Germany
	
Granted
	
01923991.2
	
17-4-2001
	
60127661.2
	
04.04.2007

	
86.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Hong Kong
	
Pending
	
08104718.5
	
17-4-2001
	  	  
	
87.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
India
	
Granted
	
IN/PCT/2002/01837/CHE
	
17-4-2001
	
208981
	
23.08.2007

	
88.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
India
	
Pending
	
2562/CHENP/2006
	
17-4-2001
	  	  
	
89.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Ireland
	
Granted
	
01923991.2
	
17-4-2001
	
1276876
	
04.04.2007

	
90.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Israel
	
Pending
	
152272
	
17-4-2001
	  	  
	
91.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Italy
	
Granted
	
01923991.2
	
17-4-2001
	
1276876
	
04.04.2007

	
92.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Japan
	
Pending
	
577490/01
	
17-4-2001
	  	  
	
93.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Luxembourg
	
Granted
	
01923991.2
	
17-4-2001
	
1276876
	
04.04.2007

	
94.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Mexico
	
Granted
	
PA/a/2002/010155
	
17-4-2001
	
249040
	
14.09.2007

	
95.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Mexico
	
Pending
	
MX/a/2007/011180
	
17-4-2001
	  	  
	
96.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Netherlands
	
Granted
	
01923991.2
	
17-4-2001
	
1276876
	
04.04.2007

	
97.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
New Zealand
	
Granted
	  	
17-4-2001
	
521990
	
10.03.2005

	
98.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Poland
	
Pending
	
P 358491
	
17-4-2001
	  	  
	
99.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Republic of Korea
	
Pending
	
10-2002-7014055
	
17-4-2001
	  	  
	
100.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Russian Federation
	
Granted
	
2002130278
	
17-4-2001
	
2272835
	
27.03.2006

	
101.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Singapore
	
Granted
	
200206466-5
	
17-4-2001
	
92512
	
31.10.2005

	
102.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
South Africa
	
Pending
	
2002/8311
	
17-4-2001
	  	
31.12.2003

	
103.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Spain
	
Granted
	
01923991.2
	
17-4-2001
	
1276876
	
04.04.2007

	
104.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Sweden
	
Granted
	
01923991.2
	
17-4-2001
	
1276876
	
04.04.2007

	
105.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
Switzerland
	
Granted
	
01923991.2
	
17-4-2001
	
1276876
	
04.04.2007

	
106.
	
Novel expression-regulating sequences and expression products in the field of filamentous fungi
	
United Kingdom
	
Granted
	
01923991.2
	
17-4-2001
	
1276876
	
04.04.2007












  



  







  





EXHIBIT B-1





Form of Blank Patent Assignment









[See Attached]









  



  







  









ASSIGNMENT OF INVENTIONS AND PATENTS AND PATENT APPLICATIONS





WHEREAS, DYADIC INTERNATIONAL (USA), INC., a Florida corporation, having a place of business at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477-5094; herein referred to as Assignor, has acquired the entire interest, in, to and under the inventions or discoveries disclosed
in the United States patents or applications listed in the attached Exhibit A;

WHEREAS, Mark A. Emalfarb Trust under agreement dated October 1, 1987, as amended (the “MAE Trust”), on behalf of the secured parties under that certain Loan and Security Agreement dated as of November 14, 2008 (the “Loan and Security Agreement”) executed by Assignee,
as debtor, in favor of MAE Trust; Francisco Trust, under agreement dated February 29, 1996, as amended, and Mark A. Emalfarb, individually, collectively, as secured party, hereinafter referred to as Assignee, is desirous of acquiring the entire right, title and interest in and to said patent applications, said inventions, and to, in and under the Patents (as hereinafter defined) by reason of a Default therein.

NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00), the receipt of which is hereby acknowledged, and for all other good and valuable consideration:

Assignor hereby irrevocably sell, assign, transfer and convey unto Assignee, Assignor’s entire right, title and interest (including the right to sue for past, present and future infringement thereof) in and to the inventions described in the patent applications and patents set forth
in Exhibit A herein, all improvements thereto, and all U.S. and foreign patents and patent applications issuing therefrom or claiming such inventions or improvements, including each and every re-issue, reexamination, substitution, divisional, continuation, continuation-in-part or extension thereof as set forth in the attached Exhibit A (all of the assigned rights shall collectively be referred to as “Patents”), in each case subject to the rights granted to Codexis pursuant to that certain non-exclusive
License Agreement dated on or about November 14, 2008, by and between Assignor and Codexis, Inc., a Delaware corporation (“Codexis”) and the Non





  



  







  





Disturbance Agreement dated on or about November 14, 2008 (the “Non-Disturbance Agreement”) by and between Codexis, the Assignor, the Assignee and the other parties thereto.

Assignor hereby authorize and request the Director of the United States Patent and Trademark Office and corresponding foreign patent authorities to issue and assign said United States Patents and corresponding foreign counterparts to
Assignee, of the entire right, title and interest in and to the same, for Assignee’s (and its designees’) sole use, to the full end of the term for which said Patents may be granted, as fully and entirely as the same would have been held by Assignor had this assignment and sale not been made.

Except as set forth in Exhibit B herein, Assignor hereby warrant, covenant and represent that they have not heretofore granted any license, right or privilege in respect to the said inventions or said Patents, or in any other way encumbered the same, and that they have the full right to convey,
free of all licenses and encumbrances, the entire interest hereby assigned.

Assignor covenant and agree that at the request and expense of Assignee they will promptly execute all documents necessary or desirable to perfect or record Assignee’s ownership of the Patents, and execute all oaths, declarations and other documents necessary or desirable for prosecuting
the Patents, for use in interference proceedings involving the Patents, for use in opposition proceedings involving the Patents, for refiling said applications, for filing of divisional, substitution, continuation or continuation-in-part applications deemed necessary or desirable by Assignee, for reissuance or re-examination of the Patents, or for the filing in foreign countries of applications for Patents counterpart to or based on said application or to an application which is a division, substitution, continuation
or continuation-in-part of said application or which application relates to said invention and improvements.  Assignor further covenants and agrees that at the expense and request of Assignee, he will promptly assist Assignee in interference and opposition proceedings involving the Patents, and in litigation involving the Patents, and will assist in the ascertainment of facts and the production of evidence relating to the Patents.





  



  







  





If Assignee or its designees cannot obtain the signatures of Assignor on any document necessary to exercise the rights granted under this instrument, Assignor hereby irrevocably designate and appoint Assignee, its designees and each of its duly authorized officers and agents as Assignor’s
agent and attorney-in-fact, to act for, and on behalf of Assignee or its designees, to execute and file any such document and to do all other lawfully permitted acts to further exercise Assignee’s and its designees’ rights or protections with the same force and effect as if executed and delivered by Assignor.

To the extent any provision of this assignment of inventions and patents and patent applications, or any portion thereof, is found to be illegal or unenforceable for any reason, such assignment of inventions and patents and patent applications or the applicable provision or portion will be
modified, revised or deleted in such a manner to effect the intended purpose to make this assignment of inventions and patents and patent applications, as modified, legal and enforceable under applicable laws.

The terms, covenants and provisions of this assignment shall inure to the benefit of Assignee, its successors, assigns and other legal representatives, and shall be binding upon Assignor, its heirs, legal representatives and assigns.





Signed:


	  	
DYADIC INTERNATIONAL (USA), INC.

 

By:________________________________

Its:__________________________
	  	
Date:
	
 November 14, 2008













  



  







  









STATE OF _______________





COUNTY OF _______________





On this ___ day of November, 2008 before me, the undersigned authority, personally appeared to me Vito Pontrelli, the Interim CFO of Dyadic International (USA), Inc., known to me to be the individual who is described in and who executed the foregoing Assignment on behalf of said corporation,
and who duly acknowledged to me that he executed the same as his own voluntary act and deed as such officer on behalf of said corporation for the uses and purposed therein specified.





                                   

                                           Notary Public

S E A L









  



  







  









Exhibit A





Schedule of Patents and Patent Applications





















See Attached

















  



  







  





Exhibit B

















License Agreement dated on or about November 14, 2008 by and between Dyadic International (USA), Inc. a Florida corporation and Codexis, Inc., a Delaware corporation





Collateral Assignment of Inventions and Patents and Patent Applications dated as of November 14, 2008 by and between Dyadic International (USA), Inc. in favor of Mark A. Emalfarb Trust, under agreement dated October 1, 1987, as amended, Francisco Trust, under agreement dated February 28, 1998, and Mark A. Emalfarb, individually, collectively
as assignee









  



  







  









EXHIBIT B-2





Form of Blank Assignment of Application for Patent









[See Attached]





  



  







  





ASSIGNMENT OF APPLICATION FOR PATENT

 

WHEREAS:

 


	
DYADIC INTERNATIONAL (USA), Inc., a Florida corporation, having a place of business at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477-5094




(full name(s) and post office address(s) of Assignor(s) (including country))

 

(hereinafter referred to as ASSIGNOR(S)), of invention entitled:

 


	
See Exhibit A




(title of discovery or invention)

 

WHEREAS:

 


	
Mark A. Emalfarb Trust under agreement dated October 1, 1987, as amended (the “MAE Trust”), on behalf of the secured parties under that certain Loan subject to the rights of the secured parties under that certain Loan and Security Agreement dated as of November 14, 2008 executed by Assignee, as debtor, in favor of MAE Trust,
Francisco Trust, under agreement dated February 29, 1996, as amended, and, Mark A. Emalfarb, individually, collectively, as secured party, hereinafter referred to as Assignee, is desirous of acquiring the entire right, title and interest in and to said patent applications, said inventions, and to, in and under the Patents (as hereinafter defined) by reason of a Default therein.




(name and address of Assignee)

 

(hereinafter referred to as ASSIGNEE), is desirous of acquiring the entire interest in, to and under said invention and in, to and under Letters Patent or similar legal protection to be obtained therefor in the United States and in any and all foreign countries.

 

NOW, THEREFORE, TO ALL WHOM IT MAY CONCERN:

 

Be it known that in consideration of the payment by ASSIGNEE to ASSIGNOR(S) of the sum of One Dollar ($1.00), the receipt of which is hereby acknowledged, and for other good and valuable consideration, ASSIGNOR(S) hereby sells, assigns and transfers to ASSIGNEE, its successors,
legal representatives and assigns, the full and exclusive right, title and interest to said discovery or invention in the United States and its territorial possessions and in all foreign countries and to all Letters Patent or similar legal protection in the United States and its territorial possessions and in any and all foreign countries to be obtained for said invention by said application or any continuation, division, renewal, substitute or reissue thereof or any legal equivalent thereof in a foreign country
for the full term or terms for which the same may be granted, in each case subject to the rights granted to Codexis pursuant to that certain non-exclusive License Agreement dated on or about November 14, 2008, by and between Assignor and Codexis, Inc., a Delaware corporation (“Codexis”) and the Non-Disturbance Agreement dated on or about November 14, 2008 (the “Non-Disturbance
Agreement”) by and between Codexis, the Assignor, the Assignee and the other parties thereto.

 

I, SAID ASSIGNOR(S), hereby authorize and request the Commissioner of Patents and Trademarks of the United States of America and any Official of any country or countries foreign to the United States of America whose duty it is to issue Letters Patent on applications as aforesaid, to issue all such Letters Patent for said discovery or invention
to the ASSIGNEE, as assignee of the entire right, title and interest in, to and under the same, for the sole use and benefit of the ASSIGNEE, its successors, legal representatives and assigns, in accordance with the terms of this instrument.

 





  



  







  





I, SAID, ASSIGNOR(S), hereby covenant that I have full right to convey the entire right, title and interest herein sold, assigned, transferred and set over;

 

AND I, SAID ASSIGNOR(S) hereby further covenant and agree that the ASSIGNEE, its successors, legal representatives, or assigns, may apply for foreign Letters Patent on said discovery or invention and claim the benefits of the International Convention, and that I will, at any time, when called upon to do so by the ASSIGNEE, its successors,
legal representatives, or assigns, communicate to the ASSIGNEE, its successors, legal representatives, or assigns, as the case may be, any facts known to me respecting said discovery or invention, and execute and deliver any and all lawful papers that may be necessary or desirable to perfect the title to the said discovery or invention, the said applications and the said Letters Patent in the ASSIGNEE, its successors, legal representatives and assigns, and that if reissues of the said Letters Patent or disclaimers
relating thereto, or divisions, continuations, or refilings of the said applications, or any thereof, shall hereafter be desired by the ASSIGNEE, its successors, legal representatives, or assigns, I will, at any time, when called up to do so by the ASSIGNEE, its successors, legal representatives, or assigns sign all lawful papers, make all rightful oaths, execute and deliver all such disclaimers and all divisional, continuation and reissue applications so desired, and do all lawful acts requisite for the application
for such reissues and the procuring thereof and for the filing of such disclaimers and such applications, and generally do everything possible to aid the ASSIGNEE, its successors, legal representatives and assigns, to obtain and enforce proper patent protection for said invention or discovery in all countries, and without further compensation but at the expense of the ASSIGNEE, its successors, legal representatives and assigns.

 


	
Assignor’s Signature:

 

 

 

 
	
DYADIC INTERNATIONAL (USA), INC.

 

By:________________________________

Its:__________________________
	  	
November 14, 2008

	  	  	  	
Dated as of

	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  
	
Citizenship:
	
USA

	  	  
	
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal this ____ day of November, 2008.








  



  







  










	  	  
	
STATE OF
	
__________)
	  	  
	  	
                       ss.:
	  	  
	
COUNTY OF
	
                  )
	  	  
	  	  	  	  
	
On this ___ day of November, 2008 before me, the undersigned authority, personally appeared to me Vito Pontrelli, the Interim CFO of Dyadic International (USA), Inc., known to me to be the individual who is described in and who executed the foregoing Assignment on behalf of said corporation, and who duly acknowledged to me that he executed
the same as his own voluntary act and deed as such officer on behalf of said corporation for the uses and purposed therein specified.
	  
	  	  	  
	
Notary Public
	  	  



 





 





  



  







  





 

EXHIBIT A

 

 

Schedule of Patents

 

 

See Attached