**Exhibit 10.19****Certain information in this document, marked by brackets, has been omitted and filed separately with the Securities andExchange Commission. Confidential treatment has been requested with respect to the omitted portions.****LICENSE AGREEMENT**     This LICENSE AGREEMENT (the “Agreement”), effective as of March 28, 2002 (the “EffectiveDate”), is made by and between Maxygen, Inc., a Delaware corporation (“MUS”), and Codexis, Inc., aDelaware corporation (“Codexis”).**BACKGROUND**     A. MUS owns and/or controls certain intellectual property, tangible property and technologypotentially useful for discovery, research, development and commercialization of Products (asdefined herein) for use in the Codexis Field (as defined herein); and     B. Codexis desires to obtain the right to use such intellectual property, tangible propertyand technology of MUS in connection with its discovery, research, development and commercializationof Products (as defined herein) in the Codexis Field; and     C. MUS is willing to grant to Codexis, and Codexis is willing to accept, such rights, subjectto the terms and conditions set forth in this Agreement; and     D. MUS and Codexis have entered into a Services Agreement, a Patent Assignment Agreement**,**aTrademark Assignment Agreement and a Stock Issuance and Asset Contribution Agreement, of even dateherewith.     NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt of which ishereby acknowledged, the Parties hereby agree as follows:     **1. DEFINITIONS**. The terms defined in this Article 1 shall have the meanings set forth belowfor purposes of this Agreement:          1.1 **“Affiliate”**shall mean a corporation or other entity that is directly or indirectlycontrolling, controlled by or under common control with another entity. For the purposes of thisdefinition, “control” shall mean the direct or indirect ownership of fifty percent (50%) or more ofthe outstanding shares or securities (representing the right to vote for the election of directorsor other managing authority) of such corporation or other entity; provided, such corporation orother entity shall be deemed to be an Affiliate only so long as such ownership or control exists.          1.2 **“Agrochemical”**means any chemical intended for plant protection or plant growthapplications (e.g., any insecticide, nematicide, insect growth regulator, plant growth regulator,fertilizer or herbicide).          1.3 **“Assignment Agreement”**shall mean that certain Patent Assignment Agreement between MUS andCodexis entered of even date herewith.
 

 
          1.4 **“Assigned Patents”**shall mean (a) the Patent Applications and Patents assigned to Codexispursuant to the Assignment Agreement; and (b) those Patent Applications and Patents owned by ThirdParties, to which MUS obtained license rights for use inside and outside the Codexis Field pursuantto an agreement entered by MUS with a Third Party, which agreement was assigned by MUS to Codexisin connection with the establishment of Codexis, Inc.          1.5 **Biocatalyst”**shall mean a whole cell (live or dead) of a Microbe or Type II Plant whichhas been modified using Enabling Technology (whether by Gene Expression Manipulation and/orMetabolic Pathway Manipulation and/or Strain Improvement or otherwise) that can perform enzymaticcatalysis of a particular chemical reaction.          1.6 **“Basic Chemical”**shall mean a chemical having a molecular weight of less than **[****]**whichis suitable for use as a feedstock for multiple chemical reactions. By way of illustration andwithout limitation, a chemical monomer or oligomer suitable for polymerization, or a carbohydrateintended for use as a carbon source in fermentation, would each be a Basic Chemical, if theapplicable molecule had a molecular weight of less than **[****]**.          1.7 **“Biocatalyst Commercialization”**shall mean (i) the preparation, screening and commercialuse of Biocatalysts for the purpose of allowing the selection and commercialization of Biocatalystssolely for use for Bulk Production, and (ii) the manufacture and commercial sale of Biocatalystssolely for use for Bulk Production.          1.8 **“Building Block”**shall mean any non-polypeptide chemical (optionally containing one ormore chiral centers), having a molecular weight of more than **[****]**and less than **[****]**, that (a)is not a Basic Chemical or a Functional Compound, and (b) is intended for addition to one or moreTemplates to make a Functional Compound.          1.9 **“Building Block Development”**shall mean the development of one or more Building Blocks foruse in Template Decoration.          1.10 **“Bulk Production”**shall mean production by Codexis via enzymatic catalysis (using anEnzyme Product or a Biocatalyst) or fermentation of:               (a) any Enzyme Product or Biocatalyst for sale to a Third Party (other than an Affiliate ofCodexis) for manufacture of Catalysis Products, or               (b) any Catalysis Product or Fermentation Product for sale to a Third Party (other than anAffiliate of Codexis) for further processing or formulation, or               (c) any Catalysis Product or Fermentation Product which will be formulated by Codexis for saleto a Third Party, which Product contains one or more Functional Compounds approved by a RegulatoryAuthority for human or veterinary pharmaceutical use, where such Functional Compound(s) (i) is(are) no longer covered by issued patents in the country where such production will occur, or (ii)is (are) covered by issued patents owned or Controlled by a Third * Certain information on this page has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatmenthas been requested with respect to the omitted portions.
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Party (other than an Affiliate of Codexis) that has contracted to have Codexis formulate suchProduct on behalf of such Third Party.          1.11 **“Catalysis Product”**shall mean a Template, Building Block, Functional Compound and/orIntermediate that, in each case, is produced in substantially pure, noncellular form via enzymaticcatalysis using an Enzyme Product or a Biocatalyst.          1.12 **“Codexis Field”**shall mean:               (a) Biocatalyst Commercialization and Enzyme Commercialization, subject to the limitations setforth in Section 2.2.2 and the rights of MUS and Third Parties described in Section 2.8;               (b) Building Block Development; and               (c) Bulk Production, subject to the limitations set forth in Section 2.2.2 and the rights ofMUS and Third Parties described in Section 2.8.          1.13 **Confidential Information”**shall mean (i) any proprietary or confidential information ormaterial in tangible form disclosed by one Party to the other that is marked as “Confidential” orwith some similar marking or legend reasonably indicating its confidential nature at the time it isdelivered to the receiving Party, or (ii) proprietary or confidential information disclosed orallyor in other intangible form by one Party to the other hereunder that is identified as confidentialor proprietary when disclosed. Confidential Information may include information of Third Parties.          1.14 **“Control”**or **“Controlled”**shall mean possession of the ability to grant the licenses orsublicenses as provided for herein, or to transfer Materials as provided for herein, without (i)violating the terms of any agreement or other arrangement with any Third Party, and/or (ii)incurring a contractual payment obligation to a Third Party for the grant or practice of suchlicense or sublicense, as the case may be, provided, if such a contractual payment obligation wouldbe due to a Third Party for the grant or practice of such a sublicense to the applicableintellectual property or materials, such intellectual property and Materials shall also be deemedto fall within the scope of this definition, if Codexis or MUS, as the case may be, agrees inwriting pursuant to Section 2.1.4(b) to be responsible for any and all payments due to the licensorof such intellectual property or Materials for the grant or practice of such sublicense.          1.15 **“Detection and Research Reagent Field”**shall mean the field set forth on **Exhibit A**hereto.          1.16 **“Discovery”**means the generation, identification and/or assessment of any potential humanor veterinary therapeutic or prophylactic or Agrochemical, and/or modification of a potential humanor veterinary therapeutic or prophylactic or Agrochemical to improve its suitability for such use.          1.17 **“Enabling Technology”**shall mean all Patent Applications and Patents Controlled by MUS onor before the Separation Event relating to (i) methods of generating genetic diversity (including,without limitation, DNA Shuffling with tangible materials or insilico), or the
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use thereof, and/or (ii) generally applicable screening techniques, methodologies or processesfor identifying genetic variants of interest. Enabling Technology shall include MUS’ interest inThird Party Improvements, if any. A list of Patent Applications and Patents within the EnablingTechnology existing as of the Effective Date is attached as **Exhibit B**hereto.          1.18 **“Enzyme Commercialization”**shall mean (i) the preparation, screening and commercial useof Enzyme Libraries for the purpose of allowing the selection and commercialization of one or moreEnzyme Products solely for use for Bulk Production, and (ii) the manufacture and commercial sale ofEnzyme Products solely for use for Bulk Production.          1.19 **“Enzyme Library”**shall mean a set of two or more variant but related enzymes (or genesencoding such enzymes), in each case, that are made using Enabling Technology.          1.20 **“Enzyme Product”**shall mean an enzyme selected from an Enzyme Library.          1.21 **“Excluded Technology”**shall mean the Patent Applications and Patents within the EnablingTechnology listed on **Exhibit C**hereto.          1.22 **“Expression Host(s)”**shall mean eukaryotic and/or procaryotic and/or archaebacter cellsof any type.          1.23 **“Fermentation Product”**shall mean any Template, Building Block, Functional Compoundand/or Intermediate that is produced via fermentation of a Microbe and/or Category II Plant thathas been modified with Enabling Technology (whether by Gene Expression Manipulation and/orMetabolic Pathway Manipulation and/or Strain Improvement or otherwise).          1.24 **“Functional Compound”**shall mean any non-polypeptide, organic chemical produced insubstantially pure form, having a molecular weight of less than **[****]**, that is not a BasicChemical and is used (i) as an active therapeutic agent for the treatment of any human or animaldisease or condition, or (ii) to improve the flavor of human food or animal feed products, or (iii)to provide or alter the fragrance of perfumes, cosmetic and skin care products, or (iv) forexternal application to one or more Plants as an herbicide, pesticide or growth regulator.          1.25 **“Gene”**shall mean a structural gene, including optionally regulatory sequences therefor,including, without limitation, promoters, enhancers and downstream regulatory elements.          1.26 **“Gene Expression Manipulation”**shall mean alteration of one or more Gene(s) (e.g.,alteration of a sequence of a structural gene or a sequence of a Gene regulatory element, such as apromoter) to enable and/or facilitate Product development or Bulk Production.          1.27 **“Glaxo Agreement”**shall mean the Affymax/Maxygen Technology Transfer Agreement, effectiveFebruary 1, 1997, entered by and among Affymax Technologies N.V., Glaxo Group Limited and Maxygen,Inc., as modified on March 1, 1998. The Glaxo Agreement is Exhibit * Certain information on this page has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatmenthas been requested with respect to the omitted portions.
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10.15 to the Form S-1 effective December 15, 1999, filed by Maxygen, Inc. with the U.S.Securities and Exchange Commission.          1.28 **“Government Authority”**shall mean any supranational, national, regional, state or localgovernment, court, governmental agency, authority, board, bureau, instrumentality or regulatorybody.          1.29 **“Improvement”**shall mean any improvement of or to the Enabling Technology, whichimprovement is (a) conceived and reduced to practice or otherwise developed on or before theSeparation Event by or on behalf of Codexis or a Third Party that has received a license to theEnabling Technology and is claimed in a published Patent Application or Patent owned or Controlledby Codexis or such Third Party, as the case may be, which Patent Application or Patent is filed onor before the third anniversary of the Separation Event, and (b) within the scope of a claim of aPatent Application or Patent within the Enabling Technology in any country, which claim is entitledto filing priority based on a Patent Application or Patent within the Enabling Technology that wasfiled on or before the Separation Event.               1.29.1 **“Codexis Improvement”**shall mean an Improvement owned or Controlled (other than througha license from MUS hereunder) by Codexis.               1.29.2 **“Third Party Improvement”**shall mean an Improvement owned by a Third Party andControlled by MUS.          1.30 **“Intermediate”**shall mean with regard to a particular Functional Compound, anon-polypeptide, chemical produced in substantially pure form, having a molecular weight of lessthan **[****]**, that is intended as and used as the chemical precursor of such Functional Compound.It is understood and agreed that Intermediate(s) shall not include chemicals having commercialutility for any purpose other than synthesis of the applicable Functional Compound (e.g., BasicChemicals shall not be Intermediates).          1.31 **“Internal Research Use”**shall mean use by Codexis for internal research to assess thefeasibility of producing a particular Product within the Codexis Field. It is understood andagreed that Internal Research Use does not include production of any Product for commercial sale orany other commercial use of any Product or the conduct of any Services.          1.32 **“Know-How”**shall mean any and all ideas, inventions, discoveries, data, information, andcorresponding intellectual property rights, including, without limitation, instructions, processes,practices, methods, techniques, specifications, formulations, formulae, know-how, trade secrets,protocols, skill, experience, opinions, results of studies, technical drawings and relatedcopyrights, bioinformatics tools (including software) and related copyrights, and biological,chemical, pharmacological, toxicological, stability, biochemical, pharmaceutical, physical andanalytical, pre-clinical and clinical, safety, efficacy, manufacturing and quality control data,documentation and information, in each case, whether or not patentable, and that are (i) notgenerally known or available to the public, (ii) Controlled by MUS prior to the Separation Eventand (iii) * Certain information on this page has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatmenthas been requested with respect to the omitted portions.
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reasonably related to the use of Enabling Technology and/or the Product Technology in theCodexis Field.          1.33 **“Materials”**shall mean any chemical or biological substances including any: (i) organicor inorganic chemical element or compound; (ii) nucleic acid; (iii) vector of any type (e.g.,cosmid, plasmid, spore, phage, virus, or virus-like particle), and subunits of the foregoing;(iv) host organism, including procaryotic and/or eukaryotic cells or animals; (v) eukaryotic orprokaryotic cell line or expression system; (vi) protein, including any peptide or amino acidsequence, enzyme, antibody or protein conferring targeting properties and any fragment of any ofthe foregoing; (vii) genetic material, including, without limitation, any genetic nucleic acidconstruct, marker gene and genetic control element (e.g., promoter, termination signal), gene,genome or variant of any of the foregoing; and/or (viii) assay or reagent, in each case, which areControlled by MUS prior to the Separation Event and reasonably related to the use of EnablingTechnology and/or the Product Technology in the Codexis Field.          1.34 **“Metabolic Pathway Manipulation”**shall mean alteration of one or more single Genes,multiple Genes, genetic pathways and/or genomes by modification of pathway control mechanisms toenable and/or facilitate:               (a) Product development via (i) altered pathway flux or activity, and/or (ii) altered Productyield; and/or               (b) Bulk Production.          1.35 **“Microbe”**shall mean whole (live or dead) procaryotic organisms and/or yeasts and/orfungi (excluding those which are Type II Plants), or extracts thereof.          1.36 **“Novo Agreement”**shall mean the License and Commercialization Agreement effectiveSeptember 17, 1997, entered by and between Maxygen, Inc. and Novo Nordisk A/S, as amended. TheNovo Agreement, with the amendments thereto dated June 29, 1998, July 29, 1998 and April 12, 1999,are set forth in Exhibit 10.11 to the Form S-1 effective December 15, 1999 filed by Maxygen, Inc.with the U.S. Securities and Exchange Commission.          1.37 **“Party”**shall mean MUS or Codexis, individually, and **“Parties”**shall mean MUS andCodexis, collectively.          1.38 **“Patent Applications and Patents”**shall mean any and all United States provisional and/orutility patent applications, including, without limitation, all divisions, renewals, continuationsin whole or in part, substitutions and patents of addition thereof, and any and all foreigncounterparts of any of the foregoing, and any letters patent and/or registrations issuing on any ofthe foregoing (including, without limitation, all reissues, renewals, extensions, confirmations,re-registrations, re-examinations, re-validations, supplementary protection certificates and/orother governmental actions that extend the term of any such letters patent) which may be granted onany of the foregoing in the United States and/or other any countries or multinational jurisdictionsof the world.          1.39 **“Plant(s)”**shall mean whole Plants, Plant seeds, Plant parts, Plant cells and/or Plantcell cultures derived from Category I Plants and/or Category II Plants.
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               1.40.1 **“Category I Plants”**shall mean:                    (a) land plants, including nonseed plants (Bryophytes, Tracheophytes) such as liverworts,mosses, ferns, and seed plants, such as gymnosperms and angiosperms (monocot and dicots); and/or                    (b) non-land plants, including the Prasinophytes, Chlorophyceae, Trebouxiouphyceae,Ulvophyceae, Chlorokybales, Streptophyta, Klebsormidiales, Zygnematales, Charales, Coleochaetalesand Embryophytes.               **1.40.2 “Category II Plants”**shall mean:                    (a) mushrooms (Basidiomycetes); and/or                    (b) photosynthetic bacteria, including, but not limited to blue green algae (Cyanobacteria);and/or                    (c) eukaryotic photosynthetic algae and microalgae including, but not limited to green algae(Chlorophytes and Euglenophytes), yellow algae (Cyanophytes), brown algae (Phaeophytes,Xanthophytes, Eustigmatophytes and Raphidophytes) and red algae (Rhodophytes); and/or                    (d) microalgae, including but not limited to diatoms (Chrysophytes and Pyrrophytes).          1.40 **“Product”**shall mean any Catalysis Product, Enzyme Product, Biocatalyst or FermentationProduct that:               (a) is made or developed with the use of Enabling Technology, whether by Gene ExpressionManipulation and/or Metabolic Pathway Manipulation and/or Strain Improvement or otherwise (e.g.,incorporates any variant gene made with Enabling Technology, and/or any protein or peptideexpressed therefrom), and/or               (b) is developed with the use of Product Technology, or incorporates, or is made using, or issubstantially derived from, Product Technology.          1.41 **“Product Technology”**shall mean the Patent Applications and Patents Controlled by MUS onor before the Separation Event that are necessary or useful for use in the Codexis Field, that arenot included in Enabling Technology. A list of the Patent Applications and Patents within theProduct Technology existing as of the Effective Date is attached as **Exhibit D**hereto.          1.42 **“Prosecution Costs”**shall mean all costs (including, without limitation, filing fees andannuities, and attorney, agent and/or expert fees) incurred by MUS in connection with the (a)preparation, filing, prosecution (including, without limitation, any appeal) and/or maintenance ofany Patent Application or Patent within the Enabling Technology or the Product Technology in anycountry or multinational jurisdiction of the world, or (b) conduct of any interference, opposition,re-examination, reissue or similar proceedings with respect to any Patent Application or Patentwithin
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the Enabling Technology or the Product Technology in any country or multinational jurisdictionof the world.          1.43 **“Regulatory Agency”**shall mean the FDA, the Committee on Proprietary Medicinal Products(“CPMP”) of the European Medicines Evaluation Agency, and other Governmental Authority havingsimilar jurisdiction over the development, manufacturing, and marketing of human or veterinarypharmaceuticals and/or food or feed ingredients or products.          1.44 **“Separation Event”**shall mean the first date that the combined ownership of Codexis’outstanding shares by MUS and its Affiliates falls below fifty percent (50%) of the voting powerentitled to vote in the election of Codexis’ directors.          1.45 **“Service”**shall mean any activity conducted by Codexis on behalf of a Third Party inwhich Enabling Technology and/or Product Technology is used to discover, research or develop orproduce any Product(s).          1.46 **“Shuffling”**shall mean the recombination and/or rearrangement and/or mutation of geneticmaterial for the creation of genetic diversity.          1.47 **“Stock Issuance and Asset Purchase Agreement”**shall mean that certain Stock Issuance andAsset Contribution Agreement entered by MUS and Codexis of even date herewith.          1.48 **“Strain Improvement”**shall mean modification of a Microbe or a Category II Plant toenhance its suitability for use in Bulk Production of one or more Fermentation Products.          1.49 **“Sublicensee”**shall mean a Third Party to whom Codexis has granted a sublicense of itsrights in Section 2.1.          1.50 **“Template”**shall mean the minimally active, non-polypeptide chemical structure (e.g., apharmacophore) having a molecular weight of less than **[****]**, that is common to a family ofchemical structures, and (a) is known to possess measurable specific bioactivity (e.g.,biostimulatory, bioinhibitory, receptor binding, enzyme substrate, channel blocking or similaractivities) in a particular *in vitro*or *in vivo*disease model system, and (b) is useful as anIntermediate.          1.51 **“Template Decoration”**shall mean modification of a Template by a Third Party (other thanan Affiliate of Codexis) by attaching, via one or more chemical and/or enzymatic steps, one or moreBuilding Blocks to generate an organic chemical product (including, without limitation, a Productor a Functional Compound) having a molecular weight of less than **[****]**.          1.52 **“Third Party”**means any person or entity other than MUS or Codexis (or their successorsin interest). * Certain information on this page has been omitted and filedseparately with the Securities and Exchange Commission. Confidential treatmenthas been requested with respect to the omitted portions.
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          1.53 **“Third Party Agreement”**shall mean any agreement that was entered or is entered by MUSwith a Third Party prior to the Separation Event (excluding those agreements assigned to Codexispursuant to the Stock and Asset Purchase Agreement), pursuant to which MUS obtained or obtains alicense, with the right to sublicense, of Patent Applications and/or Patents within the EnablingTechnology useful in the Codexis Field.     **2. LICENSE GRANTS TO CODEXIS**          2.1 Grants.               2.1.1 Licenses. Subject to the terms and conditions herein, including withoutlimitation Sections 2.2, 2.4, 2.6, 2.7 and 2.8, MUS hereby grants to Codexis, and Codexis herebyaccepts, irrevocable (except as provided in Sections 9.4.1, 12.2, 12.3 and 12.4), worldwide,royalty-free (subject to Section 2.1.5(b)) licenses, as follows:                    (a) with respect to the Enabling Technology and related Know-How:                         (i) an exclusive license in Microbes to develop, make, have made, use, import, have imported,offer for sale, sell or otherwise commercialize or distribute Products and corresponding Servicesin the Codexis Field; and                         (ii) a non-exclusive license in Category II Plants to develop, make, have made, use, import,have imported, offer for sale, sell or otherwise commercialize or distribute Products and Servicesin the Codexis Field; and                    (b) with respect to the Enabling Technology and related Know-How, a non-exclusive license todevelop, make and use Expression Hosts for Internal Research Use; and                    (c) with respect to the Product Technology and related Know-How, an exclusive license todevelop, make, have made, use, import, have imported, offer for sale, sell or otherwisecommercialize or distribute Products and corresponding Services in the Codexis Field.               2.1.2 Bailment. MUS hereby grants to Codexis, and Codexis hereby accepts, a bailmentto non-exclusively use the Materials provided by MUS to Codexis to practice the licenses granted inSection 2.1.1.               2.1.3 Further License Grants. In addition to the licenses granted in Section 2.1.1above, at such time, if any, that MUS assigns to Codexis the Subject Agreements (as defined below),then, subject to the terms and conditions of this Agreement, MUS shall concurrently grant toCodexis, licenses under the Enabling Technology and related Know-How, and Product Technology andrelated Know-How, to the extent necessary for Codexis to allow it to perform its contractualobligations existing as of the date of assignment with regard to such Subject Agreements, for thesole purpose of allowing Codexis to perform such contractual obligations under such agreements.For purposes of this Section 2.1.3, the “Subject Agreements” shall mean (i) the Novo Agreement;(ii) the Collaborative Research and Development Agreement entered by Maxygen, Inc. and
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Technological Resources Pty Limited effective January 19, 2000, (iii) the Research Agreemententered by Maxygen, Inc. and Chevron U.S.A, Inc. effective October 11, 2000, (iv) the CollaborativeAgreement entered by Maxygen, Inc. and Hercules Incorporated effective October 31, 2000; (v) theCollaboration Agreement entered by Maxygen, Inc. and Cargill-Dow L.L.C., effective March 19, 2002;(vi) the Research Agreement entered by Maxygen, Inc. and Pfizer, Inc., effective September 13,2000, as amended prior to the Effective Date of this Agreement; and (vii) the Agreement entered byMaxygen, Inc. and Gist-Brocades B.V., effective March 15, 1999, as amended prior to the EffectiveDate of this Agreement.               2.1.4 Know-How. All Know-How licensed to Codexis hereunder shall be treated asConfidential Information of MUS subject to Article 6 below.               2.1.5 Third Party Agreements.                    (a) Codexis acknowledges that certain Patent Applications and Patents within the EnablingTechnology have been or may be licensed to MUS pursuant to the Third Party Agreement(s), and thatthe sublicenses granted by MUS to Codexis with respect thereto are subordinate to the terms of anysuch Third Party Agreement. Codexis further acknowledges that any breach of such terms by Codexisor its Sublicensees may result in damage to MUS and/or other sublicensees of the subject EnablingTechnology, which may include, without limitation, loss of license rights to such EnablingTechnology and/or monetary damages, and agrees to act reasonably to avoid any breach of such terms.                    (b) Codexis further acknowledges that, with respect to Patent Applications and Patentslicensed to MUS pursuant to a Third Party Agreement, the sublicense by MUS to Codexis may result inpayment obligations to the Third Party for the grant and/or practice of such sublicense to Codexis,and agrees that Codexis shall only receive such a sublicense if it agrees in writing, in a formreasonably acceptable to MUS, to pay any such amounts due for the grant of a sublicense to Codexisor practice of such a sublicense by Codexis or its Sublicensees (which payments, may includemilestone payments and/or royalties on product sales), and to otherwise comply with the terms ofsuch Third Party Agreement.                    (c) MUS shall promptly notify Codexis of the terms of any such Third Party Agreement as theyrelate to the licenses granted hereunder to Codexis.     2.2 Limitations on Licenses.          2.2.1 Limited MUS Rights. It is understood and agreed that with respect to any aspectof the Enabling Technology or Product Technology, as the case may be, for which MUS has less thanfully exclusive, worldwide rights (i.e., co-exclusive, non-exclusive, limited territorial orotherwise restricted rights) for use in the Codexis Field, the licenses provided in Section 2.1shall be limited to those rights that MUS Controls and has the right to sublicense to Codexis inthe Codexis Field.          2.2.2 No License Rights. Notwithstanding Section 2.1, it is understood and agreedthat no license or right is granted with regard to the Enabling Technology or Product Technology,and/or related Know-How and Materials:
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               (a) to develop, make, have made, use, import, have imported, offer for sale or otherwisecommercialize or distribute Products (or Services using such Products):                    (i) that are made in Category I Plants; or                    (ii) that are intended to enable or facilitate the performance of any method within theEnabling Technology by a Third Party (other than a Sublicensee), whether in the form of aninstrument, a kit, or set of materials or reagents, or instruction set, protocol or software,computer program or any other form; or               (b) to make, have made, use, promote, market, distribute and/or sell:                    (i) Licensed Products (as defined in the Novo Agreement) within the exclusive licenses grantedto Novo Nordisk for use in the Novo Nordisk Field (as defined in the Novo Agreement); or                    (ii) any products (including, without limitation, any Products) intended for use in theDetection and Research Reagent Field; or               (c) to conduct abinitio drug Discovery (i.e., discovery or development ofnovel pharmaceutical products) or otherwise identify or develop potential human or veterinarytherapeutic or prophylactic products (e.g., small molecules, proteins (including, withoutlimitation, enzymes) or vaccines); or               (d) to make, have made, sell, distribute and/or otherwise commercialize analogs of anyFunctional Compound for use in the Discovery of pharmaceutical and/or Agrochemical products; or               (e) to make, have made, sell, distribute and/or otherwise commercialize any organic chemical(including, without limitation, any Product or Functional Compound) or set of organic chemicals towhich one or more Building Blocks have been added, in each case, for use in the Discovery ofpharmaceutical and/or Agrochemical products; or               (f) to make, have made, use or distribute (by sale, license, lease, placement or otherwise)variant nucleic acids or proteins made with the use of Enabling Technology for: (i) the discoveryor identification of the properties of such nucleic acids or proteins (except Enzyme Products andcorresponding DNA), (ii) the discovery of ligands, agonists or antagonists of ligands to any suchnucleic acids or proteins, (iii) to discover or develop or modify substances for use to cure,treat, prevent or modulate any human or veterinary or plant disease or condition or for production,purification, or formulation of pharmaceuticals, vaccines and/or Agrochemicals, and/or (iv) any useoutside the Codexis Field; or               (g) to make, have made, use or distribute (by sale, license, lease, placement or otherwise) ofany variant nucleic acids or proteins made with the use of Enabling Technology (except EnzymeProducts and corresponding DNA) for the comparative evaluation of the properties of such nucleicacids or proteins or the elucidation of structure-function relationships with respect thereto; or
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                    (h) to make, have made, use or distribute (by sale, license, lease, placement or otherwise) ofany variant nucleic acids or proteins made with the use of Enabling Technology (except EnzymeProducts and corresponding DNA) for the discovery of ligands, agonists or antagonists of ligands toany such variant nucleic acids or proteins made with the use of Enabling Technology or theelucidation of related structure-function relationships, in each case, to facilitate discovery ofpharmaceuticals, vaccines and/or Agrochemicals.It is understood and agreed that the license granted Codexis herein shall not include any right orlicense to use Enabling Technology or Product Technology or related Know-How or Materials to modifyany Template, Functional Compound or other compound for discovery by Codexis or any Sublicensee ofnovel pharmaceutical and/or Agrochemical products.               2.2.3 Acknowledgement. Codexis acknowledges and agrees that MUS shall have the right,without violating any term of this Agreement, to grant to Third Parties, including withoutlimitation Affiliates of MUS, licenses under the Enabling Technology, to develop, make, have made,use, import, have imported, and offer for sale Products (and/or Services) for use in fields outsidethe Codexis Field.          2.3 Right to Sublicense. Codexis (or its successor) may grant sublicenses to theEnabling Technology, Product Technology and related Know-How to such Third Parties as it deemsappropriate, but such sublicenses may only grant rights to practice in the Codexis Field; provided,Codexis may not sublicense the rights granted in Section 2.1.1(b) except in connection with a grantof a sublicense of the rights granted it in Section 2.1.1(a). Codexis (or its successor) may grantlicenses to the Assigned Patents as it deems appropriate.          2.4 Continued License Rights. Upon the occurrence of the Separation Event:               (a) all licenses granted under this Agreement in effect as of the Separation Event shallremain in effect, subject to the terms and conditions of this Agreement; and               (b) Codexis shall not receive additional license rights to Patent Applications and Patentswithin Enabling Technology or Product Technology conceived and reduced to practice or otherwisedeveloped after the Separation Event, except with respect to claims of Patent Applications orPatents within the Enabling Technology or Product Technology (as the case may be) for which MUS isentitled to claim filing priority based on another Patent Application or Patent within the EnablingTechnology filed on or before the Separation Event. By way of illustration and without limitation,Codexis would be entitled to license rights to a divisional Patent Application (filed after theSeparation Event) of a Patent Application within the Enabling Technology filed prior to theSeparation Event, but would not have license rights to those claims of a continuation-in-partPatent Application (filed after the Separation Event) of a Patent Application or Patent within theEnabling Technology filed on or before the Separation Event, which claims relate to subject matterconceived and reduced to practice or otherwise developed after the Separation Event.          2.5 Grantback License to Improvements. Codexis shall grant and hereby grants to MUS anon-exclusive, irrevocable, royalty-free, worldwide license, with the right to grant and authorizesublicenses, with respect to all Codexis Improvements for use outside the Codexis Field. Withrespect to any and all sublicenses granted by Codexis to Enabling Technology or related
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Know-How on or before the third anniversary of the Separation Event, Codexis shall usereasonable efforts to retain Control of Improvements made by any such Sublicensee sufficient toconvey a license as described in the preceding sentence to MUS. Any and all Codexis Improvementsmay be sublicensed by MUS, in MUS’ sole discretion, for use outside the Codexis Field.          2.6 Prohibition on Transfer. Prior to the Separation Event, neither this Agreementnor the licenses granted to Codexis in Section 2.1 may be assigned by merger, operation of law orotherwise, without the prior express written consent of MUS, which MUS may grant or refuse to grantin its sole discretion.          2.7 Retained Rights.               2.7.1 MUS. Notwithstanding the license grants in Section 2.1, the Parties agree that:                    (a) MUS and its wholly-owned Affiliates shall until the Separation Event, retain the right toconduct research with the Enabling Technology and related Know-How in the Codexis Field for thepurpose of (i) improving and expanding Enabling Technology, and/or (ii) exploring applications ofthe Enabling Technology for areas outside the Codexis Field; provided, MUS and its wholly-ownedAffiliates shall not use the Enabling Technology for the primary intended purpose of developing anyProducts or Services for use in the Codexis Field, on its own behalf or on behalf of any ThirdParty.                    (b) At all times during and after this Agreement, nothing herein shall restrict, or beconstrued to restrict, MUS’ right to practice and grant licenses to practice the EnablingTechnology and Product Technology and/or use related Know-How, outside the Codexis Field. It isunderstood and agreed that, at all times, MUS shall retain (i) the right (sublicensable to itsAffiliates) to internally use the Enabling Technology, Product Technology and related Know-How todiscover, develop and commercialize novel pharmaceutical and/or agrochemical products by any means,which may include, without limitation, the development of Building Blocks, the addition of BuildingBlocks to Templates and/or analoging of Functional Compounds, and (ii) the sublicensable right tomake and/or have made, use, import, have imported, offer for sale and/or sell any such products.               2.7.2 Codexis. Except as expressly set forth in this Agreement, nothing herein shalllimit the ability of Codexis to use any other intellectual property, tangible property ortechnology developed by it or acquired by it (by license, acquisition or otherwise) for anypurpose, in or outside the Codexis Field.          2.8 Third Party Rights. Codexis hereby acknowledges that MUS has informed Codexisprior to the Effective Date that:               2.8.1 In connection with the initial establishment of MUS, in the Glaxo Agreement MUS hasgranted perpetual, worldwide, non-exclusive licenses to certain entities associated with GlaxoWellcome to use certain Enabling Technology for internal research purposes only (the “GlaxoRights”), and Codexis hereby agrees that the rights and licenses granted Codexis in Section 2.1 aresubject to the Glaxo Rights.
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               2.8.2 Prior to the Effective Date, MUS has granted to Third Parties licenses to certainEnabling Technology and related Know-How in fields outside the Codexis Field, and that after theEffective Date, MUS may grant licenses under the Enabling Technology and related Know-How to otherThird Parties (including, without limitation, other Affiliates of MUS) for use outside the CodexisField.               2.8.3 Novo Nordisk has granted to MUS a co-exclusive, worldwide license to certain PatentApplications and Patents within the Enabling Technology to make, have made and use products(including, without limitation, Products) for the development and commercialization of products forthe cure, treatment, mitigation and prevention of human or animal diseases.               2.8.4 MUS has granted to Novo Nordisk in the Novo Agreement exclusive rights to use EnablingTechnology to make or have made Licensed Products for use in the Novo Nordisk Field and thePreferred Areas (as such terms are defined in the Novo Agreement).               2.8.5 MUS intends to use Enabling Technology itself and/or to grant to one or more other ThirdParties rights to use Enabling Technology to discover novel pharmaceutical and/or Agrochemicalproducts, and to develop, make, have made, use and commercialize such products.          2.9 Delivery. Promptly following the Effective Date, at Codexis’ written request, MUSshall, to the extent that these are in MUS’ possession and MUS Controls the same, deliver toCodexis (a) documents (in electronic or hard copy format) embodying Know-How, as agreed by theParties, and (b) samples of any Materials necessary to allow Codexis to establish initial stocks ofthe same, provided, in each case, MUS shall have no on-going obligation to deliver further Know-Howor Materials, unless otherwise agreed in writing by the Parties.          2.10 Improvements. Until the third anniversary of the Separation Event, Codexis andMUS shall each annually notify the other of any Patent Applications or Patents claiming one or moreImprovements which such Party owns or Controls, and provide to the other Party copies of any of theforegoing which have not been previously provided to such other Party.          2.11 No Implied Rights. No rights, options or licenses with respect to anyintellectual property owned by Maxygen or Codexis are granted or will be deemed granted under thisAgreement or in connection with it, other than those rights expressly granted in this Agreement.          2.12 U.S. Rights. Codexis acknowledges that certain of the inventions claimed in thePatent Applications and Patents within the Enabling Technology and/or the Product Technology havebeen made with funds provided by the U.S. Government, and that with respect thereto the U.S.government retains a non-exclusive license as set forth in 35 U.S.C. §202. At Codexis’ writtenrequest, MUS will provide to Codexis a list of the Patent Applications and Patents that, to thebest of MUS’ then-current knowledge, claim inventions made with funds provided by the U.S.Government. In addition, Codexis acknowledges that 35 U.S.C. §200 etseq. setsforth additional obligations with regard to inventions made with U.S. government funds and productsbased thereon, including, without limitation, a preference for manufacture in the United Statespursuant to 35 U.S.C. §204.     **3. ASSIGNMENT TO CODEXIS; LICENSE TO MUS**
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          3.1 Assignment. The Parties acknowledge that MUS has assigned to Codexis certainPatent Applications and Patents in the Assignment Agreement.          3.2 License to MUS. In partial consideration for the rights granted herein, Codexisshall grant and hereby grants, and MUS hereby accepts, a non-exclusive, irrevocable (unless in thecase of Patent Applications and Patents within the scope of Section 1.4(b), prohibited by theapplicable Third Party Agreement), royalty-free (subject to Section 3.3) worldwide license underthe Assigned Patents, with the right to grant and authorize sublicenses to licensees of theEnabling Technology and Product Technology, to develop, make, have made, use, import, haveimported, offer for sale, sell or otherwise commercialize or distribute Products and Servicessolely outside the Codexis Field.          3.3 Third Party Agreements.               3.3.1 MUS acknowledges that certain Patent Applications and Patents within the AssignedPatents have been or may be licensed to Codexis pursuant to the Third Party Agreement(s), and thatthe sublicenses granted by Codexis to MUS with respect thereto are subordinate to the terms of anysuch Third Party agreement. MUS further acknowledges that any breach of such terms by MUS or itssublicensees may result in damage to Codexis and/or other sublicensees of the subject AssignedPatents, which may include, without limitation, loss of license rights to such Assigned Patentsand/or monetary damages, and agrees to act reasonably to avoid any breach of such terms.               3.3.2 MUS further acknowledges that, with respect to Patent Applications and Patents licensedto Codexis pursuant to a Third Party agreement, the sublicense by Codexis to MUS may result inpayment obligations to the Third Party for the grant and/or practice of such sublicense to MUS, andagrees that MUS shall only receive such a sublicense if it agrees in writing, in a form reasonablyacceptable to Codexis, to pay any such amounts due for the grant of a sublicense to MUS or practiceof such a sublicense by MUS or its sublicensees (which payments, may include milestone paymentsand/or royalties on product sales), and to otherwise comply with the terms of such Third Partyagreement.               3.3.3 Codexis shall promptly notify MUS of the terms of any such Third Party agreement as theyrelate to the licenses granted hereunder to MUS.     **4. COVENANTS**          4.1 Use Within the Codexis Field. Codexis covenants that it will not knowinglypractice its licenses to the Enabling Technology and related Know-How, or its licenses to theProduct Technology and related Know-How, for the purpose of developing or commercializing Productsor Services for use outside the Codexis Field.          4.2 Use Outside the Codexis Field. MUS covenants that it will not knowingly use itsretained rights with regard to the Enabling Technology or the Product Technology, or knowinglypractice its license to Codexis Improvements (if any), for the purpose of developing orcommercializing Products or Services for use in the Codexis Field; provided that such covenantsshall be subject to Section 2.7.1 and further provided that such covenants shall terminate withregard
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to any Patent Applications and/or Patents for which Codexis’ license terminates pursuant toSections 9.4.1, 12.2, 12.3 and/or 12.4 below.     **5. CONSIDERATION**. In partial consideration for the rights granted hereunder, Codexis shallissue to MUS one million (1,000,000) shares of Common Stock and six million (6,000,000) shares ofSeries A Preferred Stock of Codexis pursuant to the Stock Issuance and Asset Contribution Agreementby and between MUS and Codexis of even date hereof.     **6. CONFIDENTIALITY**          6.1 Confidential Information. Except as expressly provided herein, the Parties agreethat, for the term of this Agreement and for five (5) years thereafter, each Party shall keepcompletely confidential and shall not publish, permit access to or otherwise disclose and shall notuse for any purpose except to practice the rights granted in Article 2 or as expressly permitted inthis Article 6, any Confidential Information furnished to such Party by the disclosing Party heretopursuant to this Agreement, except to the extent that it can be established by the receiving Partyby competent proof that such Confidential Information:               (a) was already known to the receiving Party, other than under an obligation ofconfidentiality, at the time of initial disclosure hereunder;               (b) was generally available to the public or otherwise part of the public domain at the timeof its initial disclosure to the Receiving Party hereunder;               (c) became generally available to the public or otherwise part of the public domain after itsdisclosure hereunder and other than through any act of commission or omission of the receivingParty in breach of this Agreement;               (d) was independently developed by the receiving Party without reference to any information ormaterials disclosed by or on behalf of the disclosing Party, as demonstrated by contemporaneousdocumentation; or               (e) was subsequently disclosed to the receiving Party by a Third Party without breach of anylegal obligation to the disclosing Party.          6.2 Permitted Disclosures. Each Party may disclose the other Party’s ConfidentialInformation, to the extent such disclosure is reasonably necessary in filing or prosecuting PatentApplications within the Enabling Technology and/or Product Technology, prosecuting or defendinglitigation, complying with applicable laws or regulations or otherwise submitting information totax or other Government Authorities (including, without limitation, in filings with the U.S. Food &Drug Administration, U.S. Environmental Protection Agency, U.S. Department of Agriculture and/orsimilar foreign regulatory entities), conducting clinical or field trials, or making a permittedsublicense or otherwise exercising its rights hereunder; provided, after the Separation Event,Codexis may not use Confidential Information received from MUS in connection with filing orprosecuting Patent Applications without MUS’ prior written consent. Each time a Party is requiredto disclose, or in the exercise of its rights hereunder, makes any disclosure of the other Party’sConfidential Information, other than pursuant to a confidentiality agreement with confidentialityand non-disclosure obligations at least as restrictive as those set forth in this Agreement, suchParty will give
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reasonable advance notice to such other Party of such contemplated disclosure and, save to theextent inappropriate in the case of Patent Applications, will use reasonable efforts to secureconfidential treatment of such information of the other Party prior to each such disclosure(whether through protective orders or otherwise).          6.3 Duty of Care. Each Party agrees (a) to keep in confidence and trust all of theother Party’s Confidential Information received by it, (b) not to use Confidential Information ofthe other Party other than as expressly permitted under the terms of this Agreement or any otheragreement between the Parties, (c) to take reasonable steps to prevent unauthorized disclosure oruse of the other Party’s Confidential Information, and to prevent it from falling into the publicdomain or the possession of unauthorized persons, and (d) to disclose the Confidential Informationonly to those persons who need access to the Confidential Information for purposes of the Partycarrying out its business as contemplated herein and, except as permitted under Section 6.4, onlyto those persons who have executed a confidentiality agreement with confidentiality andnon-disclosure obligations at least as restrictive as those set forth in this Agreement thatprotects the other Party’s Confidential Information.          6.4 Terms. Except as expressly provided in this Agreement, each Party agrees not todisclose any terms of this Agreement to any Third Party without the written consent of the otherParty; provided, disclosures may be made to: (i) its wholly-owned Affiliates; (ii) professionaladvisors, potential or actual, licensees or sublicensees, acquirors, acquirees or businesspartners, in each case, so long as they are bound by obligations requiring reasonable precautionsbe taken to protect the confidentiality and prevent misuse of such information; and/or (iii) theextent required to comply with applicable laws and regulations.     **7. REPRESENTATIONS AND WARRANTIES**          7.1 MUS. MUS represents and warrants, as of the Effective Date, that:               7.1.1 it has the right to enter this Agreement, has the power and authority to execute anddeliver this Agreement and to perform its obligations hereunder, and that the execution, delivery,and performance by MUS of this Agreement, except as otherwise disclosed to Codexis in writing priorto the Effective Date, will not conflict with or result in any breach of, or constitute a defaultunder, any security agreement, commitment, contract, or other agreement, instrument or undertakingto which MUS is a party;               7.1.2 MUS owns or Controls the Enabling Technology and the Product Technology;               7.1.3 to the best of its knowledge, except as previously disclosed to Codexis in writing priorto the Effective Date, it has not received a claim from a Third Party alleging that the practice ofthe Enabling Technology or the Product Technology in the Codexis Field would infringe any patent,copyright, or other intellectual property right of a Third Party; and               7.1.4 it will not during the term of this Agreement violate the covenant in Section 4.2.          7.2 Codexis. Codexis represents and warrants, that:
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               7.2.1 as of the Effective Date, that it has the right to enter this Agreement, has the powerand authority to execute and deliver this Agreement and to perform its obligations hereunder, andthat the execution, delivery, and performance by Codexis of this Agreement will not conflict withor result in any breach of, or constitute a default under, any security agreement, commitment,contract, or other agreement, instrument or undertaking to which Codexis is a party; and               7.2.2 it will not during the term of this Agreement violate the covenant in Section 4.1.          7.3 Disclaimers. Nothing in this Agreement shall be construed as:               (a) a representation or warranty of either Party as to the validity or scope or enforceabilityof any Patent Application or Patent licensed under this Agreement;               (b) a representation or warranty of either Party that any Product or Service developed, made,used, sold or marketed or otherwise commercially exploited under any license granted in thisAgreement is or will be free from infringement of Patents of Third Parties;               (c) a requirement that either Party file any Patent Application, secure any Patent, ormaintain any Patent in force; or               (d) an obligation to bring or prosecute any actions or suits against Third Parties for patentinfringement of any Patent licensed under this Agreement.          7.4 No Warranty. Except as expressly provided in this Article 7, THE ENABLINGTECHNOLOGY, PRODUCT TECHNOLOGY, KNOW-HOW AND MATERIALS ARE LICENSED TO CODEXIS “AS IS”. EXCEPT ASOTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 7, MUS SPECIFICALLY DISCLAIMS ALL WARRANTIES,STATUTORY, EXPRESS OR IMPLIED, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH REGARDTO THE ENABLING TECHNOLOGY, KNOW-HOW, MATERIALS, IMPROVEMENTS, PRODUCTS AND/OR THE PRODUCTTECHNOLOGY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR APARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.          7.5 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY LOST REVENUES ORPROFITS OF ANY PERSON OR ENTITY OR ANY OTHER INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIALDAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES.     **8. RIGHT OF NEGOTIATION**.          8.1 Right of Negotiation. Codexis hereby grants to MUS until the Separation Event afirst right of negotiation with regard to any Enzyme Libraries and/or Products developed by Codexisor its Sublicensees as a result of the use or practice of the Enabling Technology and/or relatedKnow-How that have application(s) outside the Codexis Field. Until the Separation Event,
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Codexis shall notify MUS of such Enzyme Libraries and/or Products prior to their respectivefirst commercial use or sale and, at the request of MUS, the Parties will negotiate in good faiththe terms of a license to MUS (or an entity that is then a MUS Affiliate) for the development andcommercialization of such Enzyme Library or Product outside the Codexis Field.          8.2 No Agreement. Notwithstanding Section 8.1, if the Parties are unable to reachagreement on the terms of a license within one hundred twenty (120) days of the commencement ofsuch negotiations for the applicable Enzyme Library or Product, Codexis shall have no obligation togrant to MUS or any MUS Affiliate a license with regard to such Enzyme Library or Product.     **9. PATENT PROSECUTION**          9.1 Enabling Technology.               9.1.1 Intent. The Parties recognize that it is their shared goal to obtain thebroadest patent coverage available with regard to the Enabling Technology, consistent with the goalof obtaining patents that are valid and enforceable as against Third Parties. The Partiesrecognize the value and importance of coordinating the Patent Prosecution (as defined in Section9.1.2) of Patent Applications and Patents within the Enabling Technology and of MUS’ knowledge,prior experience and expertise with the Patent Prosecution of the Enabling Technology. Codexisacknowledges that there will be multiple licensees of the Enabling Technology and that MUS has theresponsibility to determine how to best conduct Patent Prosecution of the Patents within theEnabling Technology for the benefit of all licensees, including Third Parties other than Codexis,and Codexis further acknowledges that such responsibility may affect MUS’ determination whether toundertake a particular act or elect not to undertake any particular action in connection with thePatent Prosecution of a particular Patent Application and/or Patent within the Enabling Technologyin any particular instance.               9.1.2 Rights. MUS (or its designee) shall have the right, but not the obligation, toprepare, file and prosecute patent applications within the Enabling Technology and to conduct anyinterferences, oppositions, re-examinations, reissues or similar proceedings, with respect thereto,and to maintain any patents resulting from the foregoing activities (“Patent Prosecution”). MUSshall keep Codexis reasonably informed with respect to such Patent Prosecution activities, andCodexis may consult with MUS and provide advice to MUS regarding such Patent Prosecutionactivities, but MUS shall have the right to take such acts in connection therewith as MUS, in itssole discretion, deems appropriate.               9.1.3 Sharing of Prosecution Costs. In partial consideration for the grant of thelicenses granted in Section 2.1, Codexis shall pay to MUS amounts for Prosecution Costs incurredafter the Effective Date in connection with the activities described in Section 9.1.2 as set forthon **Exhibit E**hereto.               9.1.4 Opt Out by MUS. If MUS does not wish to conduct Patent Prosecution with regardto any Patent Application or Patent within the Enabling Technology in a particular country, andbelieves that the conduct of such activities will not have a material adverse effect on otherpatent applications and/or patents within the Enabling Technology, and no Third Party has the rightto prosecute the applicable Patent Application or Patent, MUS shall notify Codexis (and any otherlicensees of such Patent Application or Patent) that Codexis (together with
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any other interested licensees thereof) may conduct such Patent Prosecution, in MUS’ name.Within thirty (30) days after the date of such notice, Codexis shall notify MUS whether or notCodexis wishes to participate in the conduct of such Patent Prosecution activities in theapplicable country(ies) with regard to the applicable Patent Application or Patent. In such event,(i) the prosecuting entity(ies) (i.e., Codexis and any other interested licensees of the EnablingTechnology) shall keep MUS fully informed of all actions and decisions made in connection with suchPatent Prosecution (including, without limitation, by promptly providing MUS with copies of allcorrespondence sent to or received from any patent office), (ii) MUS shall have the right toconsult and provide advice with respect to such Patent Prosecution activities, and (iii) Codexisand such other prosecuting entities shall be solely responsible for paying the Prosecution Costsfor such activities. It is understood and agreed that if MUS believes that the Patent Prosecutionof a particular patent application or patent could have a material adverse effect on other patentapplications or patents within the Enabling Technology (e.g., due to issues relating to doublepatenting) that MUS shall have the right to decline to allow Codexis and Third Parties to conductPatent Prosecution with respect to the subject Patent Application or Patent.               9.1.5 Opt Out By Codexis.                    (a) In the event that Codexis does not wish to retain its license rights under this Agreementto any Patent Application or Patent within the Enabling Technology or Product Technology in anycountry, it shall have the right to terminate its license to such Patent Application and/or Patentwith one hundred and twenty (120) days prior written notice to MUS identifying the specific PatentApplication(s) and/or Patent(s) (by country or, as applicable, multinational jurisdiction) to whichit wishes to relinquish its license. In any such event, as of the effective date of suchtermination, Codexis’ license to the applicable Patent Applications and Patents shall terminate,shall not be entitled to further consultation and/or information rights as described in Sections9.1.2 and 9.1.6, with regard to such Patent Applications and/or Patents, and Codexis shall have noobligation to pay Prosecution Costs incurred after the effective date of termination with respectto the applicable Patent Application and/or Patent. Codexis shall remain obligated to pay itsshare of any Patent Prosecution expenses incurred prior to the applicable effective date oftermination.                    (b) If MUS wishes to continue to conduct Patent Prosecution with respect to any PatentApplication or Patent to which Codexis has relinquished its rights pursuant to Section 9.1.5(a),MUS may do so, at its own expense and in its own name. In any such case, Codexis shall provide MUSwith a power of attorney to the extent necessary to conduct such activities.               9.1.6 Information. If Codexis conducts or otherwise participates in any PatentProsecution activities pursuant to Section 9.1.4, Codexis shall keep MUS fully informed as to thestatus of such patent matters, including, without limitation, by providing MUS a reasonableopportunity to review and comment on any documents relating to the applicable Patent Application orPatent which will be filed in any patent office before such filing, and promptly providing to MUScopies of any material documents relating to applicable Patent Applications or Patents which arereceived from such patent offices, including notice, without limitation, of all interferences,reissues, reexaminations, oppositions or requests for patent term extensions.          9.2 Product Technology.
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               9.2.1 Rights. Codexis shall have the initial right, but not the obligation, toconduct Patent Prosecution of Patent Applications and Patents within the Product Technologyexclusively licensed to it, unless such Patent Applications and Patents claim methods and/orcompositions that have substantial, commercially valuable applications outside the Codexis Field,in which case, MUS shall have the initial right but not the obligation to conduct PatentProsecution of such Patent Applications and Patents.               9.2.2 Sharing of Prosecution Costs. Codexis shall be responsible for all ProsecutionCosts in connection with Patent Prosecution activities described in Section 9.2.1 conducted by orunder authority of Codexis. If MUS conducts the Patent Prosecution activities described in Section9.2.1 with regard to any Patent Applications and Patents that are Product Technology, Codexis shallpay to MUS fifty percent (50%) of the Prosecution Costs incurred by MUS after the Effective Date inconnection with such activities. Such amounts will be paid to MUS (or its designee) withinforty-five (45) days of an invoice therefore.               9.2.3 Opt Out.                    (a) By MUS. If MUS has the right to conduct Patent Prosecution with regard to anyPatent Application or Patent in any particular country or, if applicable, multinationaljurisdiction, pursuant to this Section 9.2, but does not wish to conduct such activities withregard to any Patent Application or Patent within such country or multinational jurisdiction, asthe case may be, it shall notify Codexis (and any other licensees of such Patent Application orPatent), and subject to any Third Party right to prosecute the applicable Patent Application orPatent that was granted prior to the Effective Date, Codexis (and the other licensees) maythereafter notify MUS that such entities wish to conduct such Patent Prosecution activities in theapplicable country(ies) with regard to the applicable Patent Application or Patent in MUS’ name.In such event, (i) the prosecuting entity(ies) shall keep MUS fully informed of all actions anddecisions made in connection with such Patent Prosecution (including, without limitation, bypromptly providing MUS with copies of all correspondence sent to or received from any patentoffice), (ii) MUS shall have the right to consult and provide advice with respect to such PatentProsecution activities, and Codexis and such Third Parties shall be solely responsible for payingthe Prosecution Costs thereof.                    (b) By Codexis. If Codexis has the right to conduct Patent Prosecution with regard toany Patent Application or Patent in any particular country or, if applicable, multinationaljurisdiction, pursuant to this Section 9.2, but does not wish to conduct such activities withregard to any Patent Application or Patent within such country or multinational jurisdiction, asthe case may be, it shall notify MUS (and any other licensees of such Patent Application orPatent), and subject to any Third Party right to prosecute the applicable Patent Application orPatent that was granted prior to the Effective Date, MUS (and the other licensees) may thereafternotify Codexis that such entities wish to conduct such Patent Prosecution activities in theapplicable country(ies) with regard to the applicable Patent Application or Patent, and MUS andsuch Third Parties shall be solely responsible for paying the Prosecution Costs thereof. In suchevent, Codexis shall have no further license rights under this Agreement with regard to theapplicable Patent Applications and/or Patents, shall not be entitled to further consultation and/orinformation rights as described in Section 9.2.4, with regard to such Patent Applications and/orPatents, and shall have no obligation to pay Prosecution Costs incurred after the effective date oftermination with respect to the applicable Patent Application and/or Patent. Codexis shall remain
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obligated to pay its share of any Patent Prosecution expenses incurred prior to the applicableeffective date of termination.                    9.2.4 Information. The Party conducting Patent Prosecution activities pursuant tothis Section 9.2 shall keep the other Party fully informed as to the status of such patent matters,including, without limitation, by providing the other Party a reasonable opportunity, to review andcomment on any documents relating to the applicable Patent Application or Patent which will befiled in any patent office before such filing, and promptly providing the other Party copies of anymaterial documents relating to applicable Patent Applications or Patents which the Party conductingsuch activities receives from such patent offices, including notice, without limitation, of allinterferences, reissues, reexaminations, oppositions or requests for patent term extensions.               9.3 Payments; Interest. All payments due to MUS under this Article 9 shall be paid inU.S. dollars by wire transfer in immediately available funds to a bank account designated by MUS.Any payment or portion thereof that is not paid on the date such payments are due under thisAgreement shall bear interest at the lesser of (i) the prime rate as reported by the J.P. MorganChase & Co., New York, New York (or its successor) on the date such payment is due, plus anadditional two percent (2%), or (ii) the maximum rate permitted by law, in each case, per annumcalculated from the first date such payment is delinquent to the date such payment is actuallymade. This Section 9.3 shall in no way limit any other remedies available for late payment.               9.4 Jointly Owned Patent Applications and Patents.                    9.4.1 Joint Activities. If any invention is jointly owned by the Parties (each a“Joint Invention”), the Parties will (except as the Parties may otherwise agree in writing)cooperate to file, prosecute and maintain Patent Applications covering invention(s) jointly ownedby the Parties in the United States, the United Kingdom, France and Germany (e.g., through aEuropean Patent Convention application) and Japan (collectively, the “Core Countries”) and othercountries or multinational jurisdictions agreed upon in writing by the Parties. The Parties shallagree which Party shall be responsible for conducting such activities with respect to a particularJoint Invention. The Party conducting such activities shall keep the other Party fully informed asto the status of such patent matters, including, without limitation, by providing the other Party areasonable opportunity, to review and comment on any documents relating to the Joint Inventionwhich will be filed in any patent office before such filing, and promptly providing the other Partycopies of any material documents relating to Joint Invention which the Party conducting suchactivities receives from such patent offices, including notice, without limitation, of allinterferences, reissues, reexaminations, oppositions or requests for patent term extensions.Subject to Sections 9.4.2, the Parties will share equally all expenses and fees associated with thefiling, prosecution, issuance and maintenance of any Patent Application and resulting Patent for aJoint Invention in the Core Countries and other agreed countries or multinational jurisdictions.                    9.4.2 Opt Out. In the event that either Party wishes to seek Patent protection withrespect to any Joint Invention outside the Core Countries, it shall notify the other Party hereto.If both Parties wish to seek Patent protection with respect to such Joint Invention in such countryor countries, activities shall be subject to Section 9.4.1. If only one Party wishes to seekPatent protection with respect to such Joint Invention in such country or countries, it may conductPatent Prosecution activities with respect to such Patent Applications and Patents, at its ownexpense and in its own name. In any such case, the Party declining to participate in such PatentProsecution
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activities shall provide the Party that is conducting such activities with a power of attorneyto the extent necessary to conduct such activities.               9.5 Improvements. With regard to any Patent Application claiming one or moreImprovements, the owner(s) of such Patent Application (or its designee) shall have the exclusiveright, but not the obligation, to conduct Patent Prosecution of Patent Applications and Patents, assuch owner(s) deem appropriate, at its (their) sole expense, unless such Patent Application claimsa Joint Invention, in which event it shall be subject to Section 9.4.               9.6 Separation Event. Within sixty (60) days following the Separation Event, MUSshall provide to Codexis with a written list of all Patent Applications and Patents within theEnabling Technology as of the Separation Event, and Codexis shall provide to MUS a written list ofall Patent Applications and Patents within the Codexis Improvements as of the Separation Event.Within thirty (30) days following each of the first three (3) annual anniversaries of theSeparation Event, Codexis shall update its written list of Patent Applications and Patents withinthe Codexis Improvements.               9.7 Common Interest. MUS and Codexis acknowledge that in the course of conducting theactivities described in Articles 9 and 10 of this Agreement, the Parties may discuss informationrelated to Patent Applications and Patents and other intellectual property rights of the Partiesand their Affiliates and /or of Third Parties, and/or conduct by Third Parties that may constituteinfringement of one or more of the patents licensed under this Agreement, and the Parties may wishto review documents and information of the other Party that is protected by the attorney-clientprivilege and/or the attorney work-product doctrine, and agree that disclosure of such documentsand information, in confidence, will further the mutual interests of the Parties. Accordingly, theParties agree that a community of interest exists between MUS and Codexis as to these matters andtherefore the disclosure of privileged information in the conduct of activities pursuant toArticles 9 and 10 of this Agreement shall not constitute a waiver of any such privilege. EachParty will treat all such information received from the other Party under this Agreement that ismarked, by the Party to which the privilege runs, as “Confidential” or “Privileged” or “AttorneyWork Product,” or in a similar manner to reasonably indicate its protected and confidential nature,and will take precautions to preserve the confidentiality and privilege of said information as ifit were its own privileged information or attorney work product.     **10. PATENT ENFORCEMENT ACTIONS**          10.1 Infringement. If Codexis becomes aware of any actual or potential infringementof any Enabling Technology or Product Technology, or if MUS becomes aware of any actual orpotential infringement of any Enabling Technology or Product Technology in the Codexis Field or anydeclaratory judgment action or similar proceeding with respect to any Patent within the EnablingTechnology or Product Technology, then such Party shall promptly notify the other Party in writingof such actual or potential infringement or proceeding, providing an explanation of the basis ofits conclusion.          10.2 Enabling Technology.               10.2.1 Intent. The Parties recognize that it is their shared goal to maintain thebroadest patent coverage available with regard to the Enabling Technology, consistent with the goal
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of obtaining patents that are valid and enforceable as against Third Parties. The Partiesrecognize the value and importance of coordinating the enforcement of Patent Applications andPatents within the Enabling Technology and of MUS’ knowledge, prior experience and expertise withthe Patent Prosecution and enforcement of Patent Rights. Codexis hereby acknowledges that therewill be multiple licensees of the Enabling Technology and that MUS has the responsibility todetermine how to best enforce and defend the Patents within the Enabling Technology for the benefitof all licensees, including Third Parties other than Codexis, and Codexis further acknowledges thatsuch responsibility may affect MUS’ determination whether to enforce particular Patent Applicationsand Patents within the Enabling Technology in any particular instance.               10.2.2 MUS. As between MUS and Codexis, MUS shall have the initial right, but not theobligation, to enforce and/or defend in any declaratory judgment or similar action, the Patentswithin Enabling Technology both in and outside of the Codexis Field, except as provided in Section10.4. Codexis acknowledges that (i) certain patents within the Enabling Technology are and will beowned by Third Parties and, that in some cases, such Third Parties may have retained or may retainthe first right, or the sole right to enforce such patents, and (ii) prior to the Effective Date,MUS has granted to Third Parties rights to conduct or participate in the enforcement and/or defenseof Patent Applications and/or Patents within the Enabling Technology owned by MUS. In connectionwith any action brought or defended by MUS pursuant to this Section 10.2.2, MUS shall beresponsible for its costs incurred in connection with such actions or proceedings and may retainany recovery obtained in connection therewith.               10.2.3 Codexis. If MUS elects not to pursue an infringement by any Third Party withrespect to a patent within the Enabling Technology, and Codexis believes that such infringementwould have a material adverse impact on Codexis’ exercise of its rights or practice of its licensein the Codexis Field, Codexis may, with notice to MUS, request the right to enforce specificpatents within the Enabling Technology against such infringement. Any such request shall contain adetailed factual explanation of (i) the specific patent(s) it believes are/have been infringed,(ii) the basis for its belief that infringement has occurred, and (iii) the material adverseimpact(s) that it believes such infringement will/has caused Codexis. MUS shall have one hundredand eighty (180) days from its receipt of the foregoing explanation (and such other information asMUS may reasonably request) to notify Codexis whether it intends to commence an enforcement actionagainst such Third Party. Codexis shall have the right (subject to the consent of owner of theapplicable patents if these are not owned by MUS, and subject to any rights granted to a ThirdParty prior to the Effective Date) to enforce the relevant patents within the Enabling Technologyagainst the Third Party identified by Codexis in the Codexis Field, unless within such one hundredand eighty (180) day period, (A) MUS initiates and diligently pursues steps to abate the allegedsuch infringement, or (B) MUS notifies Codexis that MUS believes that such enforcement may have amaterial adverse impact on MUS or one or more other licensees of the Enabling Technology, or (C)MUS notifies Codexis that it disagrees with Codexis’ factual conclusions provided in its noticedescribed above, in which event the matter shall be submitted to a neutral expert for promptdetermination, with the expenses of such neutral assessment being shared equally by MUS andCodexis. In the event that Codexis enforces the applicable patent, MUS agrees to cooperate inconnection with such action, including by joinder as a party, if required by applicable law. IfCodexis enforces the applicable patent, then Codexis shall pay all costs of conducting any suchaction, and any recovery shall be allocated as agreed by the Parties.
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          10.3  Product Technology.               10.3.1 Infringement in the Codexis Field.                    (a) So long as it retains an exclusive license to the applicable Patent within the ProductTechnology and such Patent has applications only in the Codexis Field, Codexis shall have the firstright but not the obligation to enforce Patents within the Product Technology against anyinfringements by Third Parties in the Codexis Field and defend any declaratory judgment action. IfCodexis fails to initiate a suit to enforce such patent in any jurisdiction against a commerciallysignificant infringement in the Codexis Field within one (1) year of a request by MUS to do so, MUSmay initiate suit against such infringement, at its expense. In such event, Codexis agrees to joinin such action, if required by applicable law.                    (b) If Codexis does not have an exclusive license to the applicable Patent, and/or if suchPatent claims inventions having one or more applications outside the Codexis Field, then MUS shallhave the first right, but not the obligation, to enforce patents within the Product Technologyagainst any infringements by Third Parties in the Codexis Field and defend any declaratory judgmentaction with respect thereto. If MUS fails to initiate a suit to enforce such patent in anyjurisdiction against a commercially significant infringement in the MUS Field within one (1) yearof a request by Codexis to do so, Codexis may initiate suit against such infringement, at itsexpense. In such event, MUS agrees to join in such action, if required by applicable law.                    (c) Notwithstanding Section 10.3.1(b), Codexis acknowledges that (i) certain patents withinthe Product Technology are and will be owned by Third Parties and, that in some cases, such ThirdParties may have retained or may retain the first right, or the sole right to enforce such patents,and (ii) prior to the Effective Date, MUS has granted to Third Parties rights to conduct orparticipate in the enforcement and/or defense of Patent Applications and/or Patents within theProduct Technology owned by MUS.               10.3.2 Infringement Outside the Codexis Field. MUS (or its designee) shall have theright but not the obligation to pursue infringement of Patents within the Product Technologyoutside the Codexis Field, but shall consult with Codexis before commencing any such suit.               10.3.3 Recoveries. Any recovery by such Party received as a result of any such claim,suit or proceeding brought pursuant to this Section 10.3 shall be used first to reimburse theParty(ies) for all expenses (including attorneys and professional fees) incurred in connection withsuch claim, suit or proceeding. The remainder shall be divided as follows: (a) in any suitrelating primarily to infringement in the Codexis Field, seventy percent (70%) to the Partyinitiating the suit, and thirty percent (30%) to the other Party, and (b) in any suit primarilyrelating to infringement outside the Codexis Field, as may be agreed by the Parties in writing.          10.4 Jointly Owned Technology. In the event that any patent that is jointly owned byMUS and Codexis is infringed by a Third Party, Codexis and MUS shall discuss whether, and, if so,how, to enforce or defend such jointly owned Patent in an infringement action, declaratory judgmentor other proceeding. In the event only one Party wishes to participate in such proceeding, itshall have the right to proceed alone, at its expense, and may retain any recovery.
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          10.5 Improvements. The owner of any Patent claiming an Improvement (or its designee)shall have the exclusive right, but not the obligation, to defend and enforce such Patent, at itsexpense, except as the Parties may otherwise agree in writing.          10.6 General.               10.6.1 Cooperation. In connection with any such claim, suit or proceeding subject toSections 10.2, 10.3 and/or 10.4, the Parties shall cooperate with each other and shall keep eachother reasonably informed of all material developments in connection with any such claim, suit orproceeding. At the request and expense of the Party initiating any such claim, suit or proceeding,the other Party agrees to cooperate and join in any such claim, suit or proceeding in the eventthat under applicable law the other Party is necessary or indispensable to such proceedings or suchjoinder of such Party is otherwise required by applicable law; provided, however, MUS shall not beobligated to participate as a party or otherwise in any proceeding in which MUS would be in anadversarial relationship with any Maxygen Affiliate or another entity which is a licensee of theEnabling Technology.               10.6.2 Settlements; Admissions. Neither Party shall enter into any settlementagreement with any Third Party that would conflict with rights granted to the other Party underthis Agreement without the prior written consent of such affected Party, which consent shall not beunreasonably withheld. Neither Party shall enter into any agreement that makes any admissionregarding (i) wrongdoing on the part of the other Party, or (ii) the validity/invalidity,enforceability/unenforceability or infringement/absence of infringement of any Patents licensedhereunder, without the prior written consent of the other Party, which consent shall not beunreasonably withheld.          10.7 Infringement Claims.               10.7.1 Notice; Cooperation. If any claim, suit or proceeding is commenced allegingpatent infringement against MUS or Codexis due to the manufacture, use, sale, offer for sale orimportation of a Product or provision of a Service, such Party shall promptly notify the otherParty hereto. The Parties shall cooperate reasonably with each other in connection with any suchclaim, suit or proceeding and shall keep each other reasonably informed of all materialdevelopments in connection with any such claim, suit or proceeding.               10.7.2 MUS Responsibility. If such claim, suit or proceeding subject to this Section10.7 is based solely on an allegation that the practice of the Enabling Technology infringed apatent owned by a Third Party, then MUS shall have the right and responsibility to conduct thedefense of such action, and shall pay the costs of defense of any such action, unless Codexis knewor should have known (through the conduct of reasonable patent and/or literature searches and/orother customary inquiries) of the existence of the enforced Third Party patent prior to the conductof the allegedly infringing acts.               10.7.3 Codexis Responsibility. If any claim, suit or proceeding subject to thisSection 10.7 is not based solely on an allegation that the practice of the Enabling Technologyinfringed a patent owned by a Third Party, then Codexis shall have the right and responsibility toconduct the defense of such action, and shall pay the costs of defense of any such action.
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     **11. INDEMNIFICATION**          11.1 Indemnification by Codexis.               11.1.1 Indemnity Obligation. Codexis agrees to indemnify and hold harmless MUS, andits Affiliates (and with respect to Enabling Technology licensed to MUS by a Third Party, suchThird Party) and their respective officers, directors, employees and agents (each a “MUSIndemnitee”) from and against all actions, claims, losses, liabilities, costs and expenses(including, without limitation, reasonable attorneys’ and expert fees and costs of litigation)and/or judgments finally awarded and/or entered by a court of competent jurisdiction and/or anyamounts paid in settlement that any MUS Indemnitee may suffer as a result of any Third Partyclaims, demands, actions or other proceedings arising out of or in connection with: (i) anypractice by Codexis or its Sublicensees of the licenses and rights granted herein to Codexis to theEnabling Technology, Product Technology, Know-How and/or Materials, except as expressly set forthin Section 10.7.2; and/or (ii) any breach of Codexis’ representations and warranties in Section7.2; and/or (iii) any acts (whether of omission or commission) by Codexis and/or its Sublicensees,relating to the development, manufacture, importation, use, offer for sale, sale and/or othercommercial exploitation of any products or services (including, without limitation, Products orServices), including, without limitation, product liability and environmental claims, except, ineach case, to the extent due to the negligence or willful misconduct of MUS.               11.1.2 Procedure. If MUS intends to claim indemnification under Section 11.1.1, MUSshall promptly notify Codexis in writing of any claim in respect of any MUS Indemnitee forindemnification, and, except as otherwise expressly provided in this Agreement, Codexis shall havecontrol of the defense and/or settlement thereof using counsel reasonably acceptable to MUS.However, if MUS believes that due to potential conflicts of interest between MUS and Codexisrepresentation of MUS by Codexis’ counsel would be inappropriate (e.g., due to issues relating tothe field or scope of the rights licensed to Codexis in this Agreement, and rights licensed toanother entity), MUS may select separate counsel and Codexis shall be responsible for the costs ofsuch representation of MUS. Under all other circumstances, MUS may, in its sole discretion,participate in any such proceeding with separate counsel of its choice, at its own expense. Theforegoing indemnity obligation shall not apply to amounts paid by MUS in settlement of any claim ifsuch settlement is effected by MUS without the consent of Codexis, which consent shall not bewithheld unreasonably. At Codexis’ request and expense, MUS and its employees and agents shallprovide reasonable cooperation to Codexis and its legal representatives in the investigation of andpreparation for the defense against any action, claim or liability covered by this indemnification.The Indemnitor shall not enter into any settlement or consent to an adverse judgment in any suchclaim, demand, action or other proceeding that admits wrongdoing on the part of the other Party orits officers, directors, employees and agents, or which imposes additional obligations on the otherParty, without the prior express written consent of the other Party, which consent shall not beunreasonably withheld or delayed.          11.2 Indemnification by MUS.               11.2.1 Indemnity Obligation. MUS agrees to indemnify and hold harmless Codexis, andits Affiliates and their respective officers, directors, employees and agents (each a “CodexisIndemnitee”) from and against all actions, claims, losses, liabilities, costs and expenses(including, without limitation, reasonable attorneys’ and expert fees and costs of litigation)and/or
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judgments finally awarded and/or entered by a court of competent jurisdiction and/or anyamounts paid in settlement that any Codexis Indemnitee may suffer as a result of any Third Partyclaims, demands, actions or other proceedings arising out of or in connection with: (i) anypractice by Codexis or its licensees of the licenses and rights granted herein to Codexis withregard to the Enabling Technology, to the extent set forth in Section 10.7.2; and/or (ii) anybreach of MUS’ representations and warranties in Section 7.1, and/or (iii) any practice by MUS ofthe licenses and rights granted MUS to the Codexis Improvements and Assigned Patents, except, ineach case, to the extent due to the negligence or willful misconduct of Codexis.               11.2.2 Procedure. If Codexis intends to claim indemnification under Section 11.2.1,Codexis shall promptly notify MUS in writing of any claim in respect of any Codexis Indemniteeclaim for such indemnification, and, except as otherwise expressly provided in this Agreement, MUSshall have control of the defense and/or settlement thereof using counsel reasonably acceptable toCodexis. Under all other circumstances, Codexis may, in its sole discretion, participate in anysuch proceeding with separate counsel of its choice, at its own expense. The foregoing indemnityobligation shall not apply to amounts paid by Codexis in settlement of any claim if such settlementis effected by Codexis without the consent of MUS, which consent shall not be withheldunreasonably. At MUS’ request and expense, Codexis and its employees and agents shall providereasonable cooperation to MUS and its legal representatives in the investigation of and preparationfor the defense against any action, claim or liability covered by this indemnification. TheIndemnitor shall not enter into any settlement or consent to an adverse judgment in any such claim,demand, action or other proceeding that admits wrongdoing on the part of the other Party or itsofficers, directors, employees and agents, or which imposes additional obligations on the otherParty, without the prior express written consent of the other Party, which consent shall not beunreasonably withheld or delayed.     **12. TERMINATION**          12.1 Term. This Agreement shall be effective as of the Effective Date and, unlessterminated earlier as provided in this Article 12 or as otherwise agreed by the Parties in writing,shall remain in force and effect until the expiration of the last to expire patent within theEnabling Technology and/or the Product Technology. Thereafter, Codexis shall retain anon-exclusive, royalty-free license to the Know-How and Materials transferred by MUS to Codexis forfifty (50) years following the termination or expiration of this Agreement.          12.2 Termination on Business Cessession. Prior to the Separation Event, (i) in theevent of a dissolution or liquidation of Codexis, (ii) upon the institution by Codexis ofinsolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement ofdebts, (ii) upon the institution of such proceedings against Codexis, which are not dismissedwithout prejudice or otherwise resolved in Codexis’ favor within sixty (60) days thereafter, (iii)upon Codexis’ making a general assignment for the benefit of its creditors, or (iv) in the eventthat a substantial portion of Codexis’ assets or the conduct of Codexis’ business shall besubstantially encumbered by extraordinary governmental action or by operation of law, MUS may inany of the foregoing circumstances, at its option and in its sole discretion, terminate thisAgreement, effective immediately upon giving written notice of termination to Codexis.          12.3 Termination for Failure to Pay Patent Prosecution Expenses. If Codexis fails totimely pay amounts due with respect to Patent Prosecution of any particular Patent Application or
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Patent owned by MUS more than three times in any three (3) year period, MUS shall have theright with one hundred and eighty (180) days notice to Codexis, to terminate Codexis’ license tosuch Patent Application or Patent (the “Subject Patent Application or Patent”) and all other PatentApplications and Patents licensed to Codexis hereunder in the same Patent family (i.e., that claimfiling priority to the same Patent Application(s) or Patent(s) as the Subject Patent Application orPatent).          12.4 Breach of a Third Party Agreement. If Codexis breaches the terms of any ThirdParty agreement pursuant to which it has license or sublicense rights hereunder, whether by failureto timely pay amounts due under such agreement or otherwise, and after notice from the licensor orMUS of such breach fails to cure such breach within the period for cure provided in the applicableagreement, then MUS shall have the right with thirty (30) days notice to Codexis, to terminateCodexis’ license or sublicense, as the case may be, granted hereunder to all Patent Applicationsand Patents, Know-How and/or Materials covered by such agreement.          12.5 Effect of Termination.               12.5.1 Rights and Obligations. Termination of this Agreement for any reason shall notrelease any Party hereto from any liability that, at the time of such termination, has alreadyaccrued or that is attributable to a period prior to such termination nor preclude either Partyfrom pursuing all rights and remedies it may have hereunder or at law or in equity with respect toany breach of this Agreement.               12.5.2 Licenses. In the event of any termination of this Agreement pursuant toSection 12.2, Codexis’ license(s) shall terminate concurrently.               12.6 Survival. The provisions of Sections 2.5, 2.6, 2.7, 2.11, 3.1, 3.2, 3.3, 7.5,9.4, 10.7, 12.5 and 12.6, and Articles 4, 6, 11, 13 and 14 shall survive the expiration ortermination of this Agreement for any reason.     **13. DISPUTE RESOLUTION**          13.1 Mediation. If a dispute arises out of or relates to this Agreement, or thebreach thereof, and if the dispute cannot be settled through negotiation, the Parties agree firstto try in good faith to settle the dispute by mediation before resorting legal action.          13.2 Jurisdiction; Venue. All disputes arising out of this Agreement (except anydispute relating to the infringement, validity or enforceability of any patent subject to thisAgreement) shall be subject to the exclusive jurisdiction and venue of the California state courtsof San Mateo County (or, if there is federal jurisdiction, the United States District Court for theNorthern District of California), and the Parties hereby irrevocably consent to the personaljurisdiction of and venue in such courts.          13.3 Legal Expenses. The prevailing Party (if any is determined by the finder offact) in any legal action brought by one Party against the other shall be entitled, in addition toany other rights and remedies it may have, to reimbursement for its expenses incurred thereby,including court costs and reasonable attorneys’ and expert fees and expenses.
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     **14. MISCELLANEOUS**          14.1 Governing Law. This Agreement (and any dispute relating to its construction,performance and/or breach) shall be governed by the laws of the State of California, withoutreference to conflicts of laws principles of that State or of any other jurisdiction.          14.2 Notices. Any notice provided under this Agreement by one Party to the otherParty shall be in writing and shall be deemed to have been effectively given (i) upon receipt whendelivered personally, (ii) one day after sending when sent by internationally recognized expressmail service (such as Federal Express or DHL), or (iii) five (5) days after sending when sent byregular mail, and in each case sent to the other Party at its address indicated below:               In the case of MUS:Maxygen, Inc.