<PAGE>

                                                                   Exhibit 10.4

                                           ***Text Omitted and Filed Separately
                                   with the Securities and Exchange Commission.
                                               Confidential Treatment Requested
                                          Under 17 C.F.R. Sections 200.80(b)(4)
                                                                 and 240.24b-2.

                                                                 EXECUTION COPY

                    VERENIUM TRANSITION SERVICES AGREEMENT

   This VERENIUM TRANSITION SERVICES AGREEMENT (this "Agreement") is made and
entered into as of September 2, 2010 (the "Effective Date"), by and between
VERENIUM CORPORATION, a Delaware corporation ("Provider"), and BP BIOFUELS
NORTH AMERICA LLC, a Delaware limited liability company (the "Company").
Capitalized terms used in this Agreement have the meanings given to them in the
Purchase Agreement (as defined below) unless otherwise defined herein. Provider
and the Company are each a "Party" and are collectively the "Parties."

                                   RECITALS

   WHEREAS, the Company and Provider are parties to that certain Asset Purchase
Agreement dated as of July 14, 2010 (the "Purchase Agreement"), pursuant to
which, among other things, Provider will sell to the Company, and the Company
will purchase from Provider, all of Provider's right, title and interest in and
to the assets used in or that are necessary for the operation of the LC
Business, as described in greater detail in the Purchase Agreement;

   WHEREAS, from and after the Effective Date, Verenium Biofuels Corporation
will be a wholly-owned subsidiary of Purchaser (such subsidiary as of the
Effective Date, the "BP Biofuels Subsidiary," and collectively with Verenium
Biofuels Louisiana LLC as of the Effective Date, the "BP Biofuels
Subsidiaries");

   WHEREAS, from and after the Effective Date, the Company will be a tenant of
the premises leased pursuant to the San Diego Building A Lease, as amended
(such premises, "Building A");

   WHEREAS, from and after the Effective Date, Provider will be a tenant of the
premises leased pursuant to the San Diego Building B Lease, as amended (such
premises, "Building B," and together with Building A, the "San Diego Premises");

   WHEREAS, from and after the Effective Date, Provider will sublease certain
premises in Building A (such premises, the "Verenium Sublet Premises") to the
Company pursuant to the Sublease Agreement (as defined in the Purchase
Agreement); and

   WHEREAS, in order to facilitate an orderly transition and to provide for the
operation of the LC Business while the Company occupies the Verenium Sublet
Premises, the Parties desire that Provider provide the services described in
this Agreement during the time periods specified herein, on the terms and
conditions set forth herein.

                                   AGREEMENT

   NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound, hereby agree as follows:

<PAGE>

   1. Services; Work Capacity.

      (a) Services. Subject to the terms and conditions hereof, Provider shall
   provide, or shall cause to be provided, to the Company the services
   (individually, a "Service," and collectively, the "Services") described on
   the service schedules attached hereto or described on any additional service
   schedules entered in accordance with Section 4 hereof (collectively, the
   "Service Schedules") during the applicable Service Term (as defined below).

      (b) Work Capacity. Provider shall not be obligated to provide any volume
   or level of Services in excess of, or allocate any employees or employee
   worktime to the performance of Services in excess of, any maximum Work
   Capacity requirements specified in the Service Schedules. For purposes of
   this Agreement, "Work Capacity" means Provider's allocation of its
   employees' work time to the provision of the Services, measured on a full
   time equivalent ("FTE") basis, assuming a five-day workweek and eight-hour
   workday.

   2. Term; Service Terms.

      (a) Agreement Term. The term of this Agreement shall commence on the
   Effective Date and shall continue in effect until the second anniversary of
   the Effective Date, unless extended by mutual written agreement of the
   Parties in writing or earlier terminated in accordance with the provisions
   of Section 5 hereof (as the same may be extended or earlier terminated, the
   "Agreement Term").

      (b) Service Term. Each Service described in a Service Schedule attached
   hereto shall commence on the Effective Date and shall continue until the
   earliest to occur of (i) the expiration or termination of the Agreement
   Term, (ii) the expiration of the term of such Services as set forth in such
   Service Schedule, as the same may be renewed in accordance with Section 2(c)
   if applicable, and (iii) such time as such Service is terminated in
   accordance with the provisions of Section 5 hereof (individually, a "Service
   Term," and collectively, the "Service Terms"). This Agreement is a master
   agreement and each Service Schedule shall be construed as a separate and
   independent agreement for the performance of the Services described therein,
   subject to the terms and conditions of this Agreement. Any termination of
   any Service under a Service Schedule shall not terminate this Agreement or
   any Service Schedule with respect to any other Service then being provided
   pursuant to this Agreement.

   3. Fees.

      (a) Service Fees. In consideration for the Services provided to the
   Company by Provider hereunder, for each Service provided by Provider during
   the applicable Service Term, the Company shall pay to Provider the fee(s)
   set forth with respect to such Service on the applicable Service Schedule
   (individually, a "Service Fee," and collectively, the "Service Fees") and,
   if applicable, any Affected Service Expense (as defined below). The Company
   shall be responsible for reimbursing any out-of-pocket travel or
   accommodation expenses incurred by Provider in the performance of any
   Service.

      (b) Payment Terms. Within thirty (30) days following the end of each
   calendar month during the Agreement Term, Provider shall deliver to the
   Company an invoice setting forth the Service Fees (including a reasonable
   itemization) incurred for each of the Services provided, or caused to be
   provided, by Provider to the Company during the prior

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   calendar month (collectively, the "Monthly Amounts"). The Company shall pay
   Provider any undisputed Monthly Amounts reflected in such invoice promptly
   upon receipt by the Company of the invoice relating thereto, but in no event
   later than thirty (30) days following the receipt of such invoice. Any
   amount of any Monthly Amount not paid during such thirty (30) days shall
   bear interest, from the thirty-first (31st) day following receipt of the
   invoice relating thereto until the date such amount is paid, at the rate of
   one percent (1%) per month or the maximum rate permitted by law, if less. In
   the event any Service is provided for part of any month, then the Services
   Fees payable in respect of such Service shall be pro-rated on a daily basis
   in respect of such partial month.

      (c) Taxes. Provider will be solely responsible for all tax returns and
   payments required to be filed with or made to any federal, state or local
   tax authority with respect to Provider's performance of Services and receipt
   of Service Fees to be paid by the Company under this Agreement. The Parties
   will cooperate with each other in determining the extent to which any tax is
   due and owing under the circumstances, and shall provide and make available
   to each other any resale certificates, information regarding out-of-state or
   country use of materials, services or sale, and other exemption certificates
   or information reasonably requested by either Party. If any taxes are
   required to be withheld by the Company, the Company will (i) deduct such
   taxes from the payment made to Provider, (ii) timely pay the taxes to the
   proper taxing authority, (iii) send proof of payment to Provider and certify
   its receipt by the taxing authority within thirty (30) days following such
   payment, and (iv) shall provide such assistance as Provider may reasonably
   require in obtaining any refund of such amounts to which Provider may be
   entitled, to the extent that such assistance does not cause the Company to
   incur any liability in respect of the taxes asserted to be due.

      (d) Adverse Impact. Unless otherwise provided for in this Agreement, if
   the Company (i) makes any change to its processes, procedures, practices,
   networks, equipment, configurations, or systems and (ii) such change has a
   material adverse impact on Provider's ability to provide any of the
   Services, Provider shall be excused from performing any such affected
   Services until the Company adequately, in Provider's reasonable discretion,
   mitigates the material adverse impact of such change on the Provider's
   ability to provide such Services, and the Company shall be responsible for
   all expenses, if any, incurred by Provider directly as a result of the
   cessation and, if applicable, the resumption of the affected Service
   ("Affected Service Expense").

   4. Change Order Requests.

      (a) Written Request. Provider has no obligation to provide to the Company
   any services under this Agreement other than the Services. Either Party may
   at any time after the Effective Date, through the Governance Committee and
   pursuant to Section 4(b) below, propose modifications, changes or deletions
   to the Services ("Modified Services") or propose that additional services be
   added as Services ("Additional Services"), which Modified Services or
   Additional Services shall become Services subject to this Agreement if
   approved in writing by the Parties pursuant to Section 4(b) below. The Party
   requesting the Modified Services or Additional Services is referred to
   herein as the "Requesting Party" and the Party receiving the request is
   referred to herein as the "Other Party."

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      (b) Process. The Parties agree to use the process set forth in this
   Section 4(b) to approve requests for Modified Services or Additional
   Services. To request Modified Services or Additional Services, the
   Requesting Party shall prepare and, through its representatives on the
   Governance Committee (as defined below), submit a change order request in
   the form of Annex 1 hereto (a "Change Order Request") to the Governance
   Committee, pursuant to which the Requesting Party shall (i) in the case of
   requested Modified Services, attach to the Change Order Request a proposed
   modified Service Schedule relating to the applicable Services to be
   modified, or (ii) in the case of Additional Services, attach to the Change
   Order Request a new proposed Service Schedule for the Additional Services
   being requested, including, in each case, a description of the proposed
   functional area, Service Fee, Service Fee basis, Service Term, and estimated
   requirements for the Modified Services or Additional Services. Following the
   Governance Committee's receipt of a Change Order Request, the Governance
   Committee shall in good faith review and approve such Change Order Request
   within fifteen (15) days of such receipt, with such changes as the
   Governance Committee deems appropriate. After a Change Order Request is
   approved by the Governance Committee, the proposed Service Schedule attached
   thereto shall be attached hereto and become a "Service Schedule" under this
   Agreement, and the Modified Services or Additional Services covered by such
   Service Schedule, as the case may be, shall become "Services" under this
   Agreement as of the date of approval, and in each case shall be subject to
   the terms and conditions set forth herein.

      (c) Substitution of Provider Designee. If a Service Schedule specifies a
   designated employee of Provider (or any of its Affiliates) who will provide
   the Services (such employee, the "Provider Designee"), then only that
   Provider Designee, to the extent such Provider Designee is still employed by
   Provider, and no other employee or agent of Provider, shall provide such
   Services on behalf of Provider unless mutually agreed by the Parties. If a
   Provider Designee is unable to provide an applicable Service due to such
   Provider Designee no longer being employed at Provider or as a result of
   exigent circumstances affecting such Provider Designee, or if circumstances
   arise in which Provider's continued provision of the Provider Designee's
   Services would materially adversely affect Provider or the conduct of its
   business, Provider may identify another designated employee of Provider (or
   any of its Affiliates) as a replacement Provider Designee through a Change
   Order Request, and if Governance Committee agrees to such replacement
   Provider Designee through a mutually agreed Change Order Request, Provider
   shall continue to perform the applicable Service through the replacement
   Provider Designee. If Provider is unable to identify any other such employee
   who has adequate skills to provide the applicable Service, Provider, through
   its representatives on the Governance Committee, shall so notify the Company
   in writing, and the Governance Committee shall meet and agree upon a
   resolution to such situation. If, after such discussion, the Governance
   Committee determines that Provider is no longer able to provide the
   applicable Service, Provider or the Company shall each be permitted to
   terminate such Service.

      (d) Expenses. Unless otherwise mutually agreed to by the Governance
   Committee, each Party shall bear its own expenses with respect to preparing
   any requests or responses to Change Order Requests.

   5. Termination.

      (a) Termination of Services and Agreement. Provider's obligation to
   provide the Services shall terminate on the date provided on the applicable
   Service Schedule with respect

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   to such Service (each, a "Service Termination Date"). The Company shall have
   the right to terminate any Service prior to the applicable Service
   Termination Date upon thirty (30) days prior written notice unless a
   different termination notice period is specified in the applicable Service
   Schedule. Termination of this Agreement shall terminate any and all
   outstanding Service Schedules, but termination of any individual Service
   shall not constitute a termination of this Agreement or any other Service.
   If all Services shall have been terminated under this provision prior to the
   expiration of the Agreement Term, this Agreement shall immediately terminate.

      (b) Change of Control. Upon the occurrence of a Change of Control,
   Provider shall have the right to (i) terminate this Agreement or any Service
   Schedule hereunder upon ninety (90) days prior notice, provided that during
   such notice period all Service Fees under this Agreement shall be increased
   to reflect a pricing of full cost (including overhead) plus ten percent
   (10%), as reasonably determined by Provider or (ii) to increase the Service
   Fees hereunder to reflect full cost-plus pricing (including overhead), as
   reasonably determined by Provider. For the purposes of this Agreement, a
   "Change of Control" means the acquisition of the Company by a Third Party by
   means of any transaction or series of related transactions to which the
   Company is a party (including, any stock acquisition, merger or
   consolidation), in which transaction or series of transactions (i) the
   holders of outstanding voting securities of the Company immediately prior to
   such transaction do not hold, directly or indirectly, at least 50% of the
   combined outstanding voting power of the acquiring entity (or of the Company
   if it is the surviving entity in such transaction), or its direct or
   indirect parent entity, immediately after such transaction or series of
   related transactions or (ii) the members of the board of directors of the
   Company immediately prior to such transaction or series of related
   transactions do not constitute at least a majority of the board of directors
   of the surviving entity (or the Company if it is the surviving entity of
   such transaction or series of transactions) immediately after such
   transaction.

      (c) Termination for Default. In the event of a Default (as defined below)
   by a Party, the non-Defaulting Party shall have the right, at its sole
   discretion, to terminate this Agreement if the Defaulting Party has failed
   to cure such Default within thirty (30) days of receipt of written notice of
   such Default. Each of the following events shall be deemed a "Default" under
   this Agreement:

          (i) The Company shall fail to pay to Provider any undisputed amount
       of any Monthly Fees within thirty (30) days of receipt of an invoice
       therefor or shall fail to pay to Provider any amount of any Monthly Fees
       disputed in good faith by the Company within thirty (30) days after
       resolution of such dispute;

          (ii) Either Party shall default, in any material respect, in the due
       performance or observance by it of any of the terms, covenants or
       agreements contained in this Agreement, other than those expressly
       addressed in clause (i); or

          (iii) Either Party shall become or be adjudicated insolvent and/or
       bankrupt, or a receiver or trustee shall be appointed for either Party
       or its property or a petition for reorganization or arrangement under
       any bankruptcy or insolvency law shall be approved, or either Party
       shall file a voluntary petition in bankruptcy or shall consent to the
       appointment of a receiver or trustee that is not discharged within 90
       days.

                                      5

<PAGE>

      (d) Accrued Fees and Obligations. Except in the event of termination of
   this Agreement as a result of a Default by Provider under Sections 5(b)(ii),
   all accrued and unpaid Monthly Fees shall be due and payable upon
   termination of this Agreement. Except as expressly provided herein, the
   expiration or termination of this Agreement or the expiration of or
   termination of any Service shall not relieve either Party of any obligations
   or liabilities accruing prior to the date of such termination or expiration.

   6. Relationship of the Parties. In providing the Services, Provider shall at
all times be an independent contractor. Nothing contained herein shall be
construed, applied or intended to create the relationship between the parties
hereto of principal and agent or of employer and employee or of a partnership
or joint venture. Provider shall have no authority to act as an agent of the
Company for any purpose and shall not enter into any contract, understanding or
agreement on behalf of the Company or incur any charge or expense in the name
of the Company.

   7. Provider Representatives and Company Representative.

      (a) Provider has appointed a representative(s) (each, a "Provider
   Representative") in respect of each of the Services under this Agreement as
   set forth on each of the Service Schedules. If a Service has a specifically
   identified Provider Designee, the Provider Designee may also be appointed as
   the Provider Representative for that Service. Provider shall at all times be
   responsible for giving reasonable directions to each Provider Representative
   in relation to the provision of the Services to the Company. Provider may
   replace any Provider Representative at any time upon written notice to the
   Company. The relevant Provider Representative will manage the day-to-day
   provision of the applicable Service and be the first point of contact
   between the Company and Provider in respect of the provision of such Service.

      (b) The Company shall be represented by a nominee (the "Company
   Representative"), who shall be appointed by the Company to act on behalf of
   the Company for purposes of this Agreement and may be replaced by the
   Company at any time upon written notice to Provider.

      (c) The role of the Provider Representative and the Company
   Representative shall be, on behalf of Provider and the Company,
   respectively, to coordinate the provision of the Services, to discuss and
   reach agreement on any proposed changes to the Services, and to escalate any
   disputes arising between the Company and Provider to the Governance
   Committee.

   8. Cooperation Between the Parties.

      (a) Provider and the Company acknowledge that the success of this
   Agreement will be greatly affected by the good faith cooperation of each
   Party. Accordingly, the Parties agree to use commercially reasonable efforts
   to achieve the stated purposes of this Agreement.

      (b) The Company and Provider will establish a governance committee,
   equally represented by the Company and Provider (the "Governance
   Committee"). Resolution of all disagreements and disputes between Company
   and Provider regarding the obligations and performance of either Party under
   this Agreement and Service Schedules will first be attempted by the
   Governance Committee. Decisions of the Governance Committee shall be by
   unanimous

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   vote, with the representatives of the Company on the Governance Committee
   collectively having one vote and the representatives of Provider on the
   Governance Committee collectively having one vote. In the event the
   Governance Committee is unable to resolve the matter within thirty
   (30) days, then either Party may seek any and all remedies available to such
   Party under the Purchase Agreement or any applicable Transaction Document
   and Sections 11.12, 11.13 and 11.14 of the Purchase Agreement shall apply.
   Any Modified Services or Additional Services shall be reviewed by the
   Governance Committee and incorporated by reference as part of this Agreement
   and the Service Schedules through the process set forth in Section 4(b).

      (c) At least once every month and at other times as requested to
   facilitate a Change Order Request or as determined to be necessary at the
   request of either Party, the Governance Committee shall meet to discuss and
   give consideration to desired or necessary changes to the scope, level or
   type of Services provided hereunder.

      (d) In cases where the Parties need or desire to interact through
   in-person communications in connection with the Services, such
   communications, and the timing and location of such communications, shall be
   coordinated between the applicable Provider Representative and the Company
   Representative. The Governance Committee may formulate rules and procedures
   for in-person communications relating to particular Services or categories
   of Services, in which case the Parties shall comply with such rules and
   procedures.

   9. Personnel. Provider shall select, employ, supervise and direct all
personnel providing the Services hereunder. Provider's employees (or employees
of any of its Affiliates), if any, providing Services under this Agreement are
recognized as employees solely of Provider (or its Affiliates). The Parties
expressly agree that Provider and the Company are not joint or co-employers of
the employees providing such Services, and Provider shall provide and be solely
responsible for all salary, employment and other benefits and liabilities
relating to the employment, in each case, of persons who perform the Services
hereunder, including without limitation the provision of workers compensation
and disability insurance for such persons.

   10. Indemnification.

      (a) The Company shall indemnify, defend and hold harmless Provider and
   its officers, employees, affiliates and agents from and against any losses,
   damages, injuries or expenses ("Losses") incurred as a result of any claims
   demands or actions by any independent third party arising out of or related
   to (i) the Company's breach of this Agreement or the Company's gross
   negligence or willful misconduct in connection with the performance of this
   Agreement or (ii) the Company's use of Permitted Access to access
   Provider's Accessed Premises, except in each case of clause (i) and (ii) to
   the extent such Losses arise from Provider's breach of this Agreement or
   Provider's gross negligence or willful misconduct.

      (b) Provider shall indemnify, defend and hold harmless the Company and
   its officers, employees, affiliates and agents from and against any Losses
   incurred as a result of any claims demands or actions by any independent
   third party arising out of or related to (i) Provider's breach of this
   Agreement or Provider's gross negligence or willful misconduct in connection
   with the performance of this Agreement or (ii) Provider's use of Permitted
   Access to access the Company's Accessed Premises, except in each case of
   clause (i) and (ii) to the extent

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   such Losses arise from the Company's breach of this Agreement or the
   Company's gross negligence or willful misconduct.

      (c) NO PARTY SHALL BE LIABLE OR RESPONSIBLE TO THE OTHER PARTY FOR ANY
   INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT
   LIMITATION, LOST PROFITS, LOST REVENUES AND LOSS OF BUSINESS), WHETHER
   FORESEEABLE OR NOT, WHETHER OCCASIONED BY ANY FAILURE TO PERFORM OR THE
   BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER OBLIGATION UNDER
   THIS AGREEMENT FOR ANY CAUSE WHATSOEVER. Claims for indemnification under
   this Section 10 shall not be considered incidental, consequential, indirect
   or special damages hereunder.

   11. Limitation of Liability. The maximum aggregate liability of Provider to
the Company arising in relation to this Agreement in respect of the provision
or non-provision of Services, whether for breach of contract, tort (including
negligence), breach of statute or otherwise and whether arising out of any
single act, omission, event or circumstance or series of acts, omissions,
events or circumstances occurring, shall in no circumstances exceed the total
amount paid for Services by the Company to Provider under this Agreement.

   12. Performance. The Services shall be performed by Provider for the Company
in a timely, competent and workmanlike manner and quality that are
substantially consistent with Provider's performance of such activities in its
business in the ordinary course. The Parties further acknowledge and agree that
Provider shall not be responsible for and is not guaranteeing the achievement
of any results from the performance of the Services hereunder. Provider's
performance of the Services shall not be subject to any performance criteria or
performance targets unless such criteria or targets are specifically set forth
in the Service Schedules.

   13. Notices. All notices to be provided under this Agreement shall be made
in writing and shall be effective when delivered personally to the recipient,
transmitted by facsimile machine or electronic mail, with confirmation of
delivery retained, or one (1) business day after deposit for overnight
delivery, fees prepaid, with a nationally recognized overnight courier service,
or if mailed, five (5) business days after the date of mailing, to the
addresses of the Parties as set forth below:

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<TABLE>
        <C>                 <S>
        If to Provider:     Verenium Corporation
                            55 Cambridge Parkway
                            Cambridge, MA 02142
                            Attention: Chief Financial Officer
                            Fax: (617) 674-5353

        If to the Company:  BP Biofuels North America LLC
                            Attention: Director of Business Development
                            150 West Warrenville Road
                            Naperville, IL 60563
                            Fax: (630) 836-5855
</TABLE>

   14. Governing Law. This Agreement shall be construed in accordance with, and
governed by, the law of the State of New York, without giving effect to its
conflict-of-laws provisions.

   15. Assignment; Successors and Assigns. Neither this Agreement nor any
rights or obligations hereunder may be assigned by any Party without the prior
written consent of the other Party, which consent shall not be unreasonably
withheld; provided, however, that either Party may assign this Agreement and
its rights and obligations under this Agreement to any of its affiliates
without the other Party's consent. This Agreement shall be binding upon
successors and permitted assigns of the Parties. Any assignment not in
accordance with this Section 15 will be null and void.

   16. No Waiver. No waiver of any breach or default hereunder shall be
considered valid unless in writing and signed by the Party giving such waiver,
and no such waiver shall be deemed a waiver of any subsequent breach or default
of the same or similar nature. No failure on the part of any Party to exercise,
and no delay in exercising, any right, remedy, power or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege operate as a waiver hereof.

   17. Amendments. No change, amendment or modification of this Agreement shall
be valid unless the same shall be in writing and signed by the Parties hereto.

   18. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective as to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforcement of such provision in any other jurisdiction.

   19. Headings. The section headings used in this Agreement are included for
convenience of reference only and in no way should be used to construe or
interpret this Agreement.

   20. Counterparts; Signatures. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute a single instrument. Additionally, the Parties
acknowledge and agree that signatures to this Agreement provided by facsimile
or email in .pdf format shall be recognized as original signatures.

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<PAGE>

   21. Confidentiality.

      (a) "Confidential Information" means any and all information, data and
   technology disclosed and/or provided by any Party hereto or any of its
   affiliates, as applicable (each a "disclosing party"), to the other Party
   hereto or any of its affiliates (each a "receiving party"), including,
   without limitation, any and all methods and/or materials used in the
   business of the disclosing party or one of its affiliates, as applicable,
   technical information, technologies, systems, processes, procedures,
   know-how, data, trade secrets (as such are determined under applicable law),
   samples, inventions (whether patentable or unpatentable), improvements,
   methods, materials and compositions, devices, molecules, genetically
   engineered organisms, formulae, illustrations, patent applications,
   products, works of authorship, compilations, programs, schematics, designs,
   drawings, technical plans, prototypes, production and manufacturing
   processes and techniques, research, development activities and plans,
   specifications, computer programs, object and source code, databases,
   passwords, log on identifiers, algorithms, derivative works, reports, mask
   works, business and financial data, business plans, skills and compensation
   of employees and consultants, pricing, financial and operational
   information, information regarding litigation or other regulatory actions or
   complaints, marketing plans, customer and supplier information (including,
   without limitation, actual or potential customers or suppliers, customer or
   supplier lists, and customer or supplier requirements), regardless of the
   form in which such information appears, or by which it is communicated
   whether in tangible or intangible form, whether or not marked as
   confidential or otherwise identified as confidential, and whether or not
   stored, compiled or memorialized physically, electronically, graphically,
   photographically or in writing, as well as all documents and other
   information which contain or reflect or are generated from any of the
   foregoing. Notwithstanding anything to the contrary contained herein, all
   Work Product and Inventions shall be the Confidential Information of the
   Company.

      (b) Requirements. During the Agreement Term and for ten (10) years
   thereafter, the receiving party shall hold all Confidential Information of
   the disclosing party in confidence and shall not disclose, use, copy,
   publish, distribute, display, disseminate, provide access to or in any way
   disburse any Confidential Information, except: (i) as reasonably necessary
   to carry out its responsibilities under this Agreement; (ii) as otherwise
   allowed under this Agreement; or (iii) with written consent of the
   disclosing party. The receiving party will use at least the same standard of
   care as it uses to protect proprietary or confidential information of its
   own (but no less than reasonable care) to ensure that its and its
   affiliates' employees, agents, consultants and other representatives do not
   disclose or make any unauthorized use of the Confidential Information of the
   disclosing party.

      (c) Exceptions. The obligations set forth in Section 21(b) shall not
   apply to any portion of Confidential Information which the receiving party
   can prove by competent evidence:

          (i) is now, or hereafter becomes, through no act or failure to act on
       the part of the receiving party or its affiliates in breach of this
       Agreement, generally known or available;

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          (ii) is known by the receiving party or its affiliates at the time of
       receiving such information as evidenced by documentation pre-dating
       disclosure to the receiving party or its affiliates by the disclosing
       party;

          (iii) is furnished to the receiving party by a third party that is
       free to disclose to others without breach of any obligation of
       confidentiality or non-disclosure; or

          (iv) was independently developed by the receiving party or its
       affiliates without reference to information provided by the disclosing
       party, as evidenced by clear documentation.

      (d) Permitted Disclosures. The receiving party and its affiliates are
   expressly authorized to disclose Confidential Information of the disclosing
   party as expressly permitted by this Agreement or if and to the extent such
   disclosure is reasonably necessary in the following instances:

          (i) exercising the rights and performing the obligations of the
       receiving party under this Agreement;

          (ii) prosecuting or defending litigation as permitted by this
       Agreement;

          (iii) complying with applicable laws and regulations;

          (iv) disclosure to FDA, DOE, USDA or EPA or any comparable or
       successor government agencies worldwide;

          (v) disclosure to employees, agents, consultants and independent
       contractors of the receiving party and its affiliates only on a
       need-to-know basis and solely as necessary in connection with the
       performance of this Agreement, provided that each disclosee must be
       bound by similar obligations of confidentiality and non-use at least as
       equivalent in scope as those set forth in this Section 21 prior to any
       such disclosure; or

          (vi) disclosure to any bona fide potential investor, investment
       banker, acquirer, merger partner, or other potential financial partner;
       provided that in connection with such disclosure, the receiving party
       shall inform each disclosee of the confidential nature of such
       Confidential Information and use reasonable efforts to cause each
       disclosee to treat such Confidential Information as confidential.

   In the event the receiving party or any of its affiliates are required to
make a disclosure of the Confidential Information of the disclosing party
pursuant to Section 21(d)(ii) or 21(d)(iii), it will, except where
impracticable, provide the disclosing party at least sufficient prior written
notice of any such disclosure so that the disclosing party may seek a
protective order or other appropriate remedy. Notwithstanding the foregoing,
the receiving party and its affiliates shall take all reasonable action to
preserve the confidentiality of the Confidential Information of the disclosing
party, including, without limitation, by cooperating with the disclosing party
to obtain a protective order or other appropriate remedy.

                                      11

<PAGE>

      (e) Notice of Non-Permitted Disclosure. If the receiving party becomes
   aware of any unauthorized use or disclosure of the Confidential Information
   of the disclosing party, the receiving party shall promptly notify the
   disclosing party in writing.

      (f) Injunctive Relief. Given the nature of the Confidential Information
   and the competitive damage that would result to the disclosing party upon
   unauthorized disclosure, use or transfer of its Confidential Information to
   any third party, the Parties agree that monetary damages may not be a
   sufficient remedy for any breach of this Section 21. In addition to all
   other remedies, the disclosing party shall be entitled to seek specific
   performance and injunctive and other equitable relief as a remedy for any
   breach or threatened breach of this Section 21.

   22. Intellectual Property and Work Product.

      (a) Work Product. All personal property that is embodied in any tangible
   form and that is created or provided by Provider for the Company in
   performance of the Services (such personal property is referred to as "Work
   Product") shall be owned by the Company. If requested by the Company,
   appropriate portions (such as, but not limited to, designs, drawings, plans,
   specifications, prints, and reports) of such Work Product will be furnished
   in electronic format. Work Product may be in the form of a work of
   authorship, a process diagram, a drawing, a blueprint, a model, a
   specification, a design, a report, a manuscript, a document, a manual, a
   chart, a photograph, a database, a computer program, a design for an
   apparatus or process or system, working notes, a plan, or a model. Provider
   will periodically furnish Work Product to the Company and at least
   one tangible copy of such Work Product, or any part thereof, upon request by
   the Company, and at least one (1) tangible copy of the Work Product upon
   completion of the Services.

      (b) Inventions. All inventions, improvements and discoveries made,
   developed, or conceived by Provider in connection with the Services
   performed hereunder shall be promptly and fully disclosed to the Company in
   writing by Provider (such inventions, improvements and discoveries are
   referred to as "Inventions"). All Inventions shall be owned the Company with
   unencumbered title thereto.

      (c) Assignment to Effect Ownership. Provider hereby assigns to the
   Company any and all rights Provider has or may acquire in Work Product and
   Inventions and intellectual property rights therein, or if assignment is not
   permitted by law, waives such rights or grants to the Company an exclusive,
   fully paid, perpetual irrevocable, worldwide license under such rights in
   Work Product and Inventions and intellectual property rights therein for any
   and all purposes. Provider agrees to execute any assignment or other
   documents reasonably necessary to convey to the Company any right, title or
   other interest to Work Product and Inventions and intellectual property
   rights therein as necessary to effect the ownership of Work Product and
   Inventions and intellectual property rights therein by the Company, and, at
   the request of the Company, Provider shall execute all applications for
   United States and foreign Letters Patent and any papers relating thereto
   which the Company or its nominee deems reasonably necessary or proper. The
   Company or its nominee shall have sole responsibility for the preparation,
   filing and prosecution of all such applications for Letters Patent and will
   bear all costs and expenses in connection therewith. However, the Company
   shall have no obligation hereunder to file any patent application, secure
   any patent or maintain any patent in force.

                                      12

<PAGE>

      (d) The Company and Provider agree that any new discoveries or inventions
   covered by a pending patent application or a provisional patent application
   or otherwise invented or discovered under this Agreement by Provider and
   obligated to be assigned to the Company pursuant to this Section 22(d) shall
   be considered to be part of a joint research agreement in the context of 35
   USC (S)103(c). Further, such invention or discovery shall be considered to
   be owned by, subject to an obligation of assignment to, or otherwise
   considered to be commonly owned by the same person at the time of the
   applicable application for patent was made, and was assigned to the assignee
   in accordance with the obligations set forth in 37 CFR 3.11, so as to in all
   respects meet the obligations set forth in and not serve as a "prior art"
   basis for rejection based on anticipation pursuant to 35 U.S.C. (S)(S)
   102(e), (f), or (g). In addition, each Party hereby agrees to cooperate, as
   reasonably necessary, and provide such applicable documentation as requested
   by the other Party as such Party determines is reasonably necessary to
   comply with this Section 22(d) and otherwise avoid rejection based on
   anticipation pursuant to 35 U.S.C. (S)(S) 102(e), (f), or (g).

   23. Access to Premises.

      (a) The performance and receipt of Services hereunder shall not entitle a
   Party or its personnel or agents to access the premises, facilities,
   equipment or systems of the other Party except as specifically set forth
   under a Service Schedule or as specifically authorized by a Receiving Party
   Representative (such specified permitted access, "Permitted Access"). The
   foregoing sentence does not limit either Party's right to access the Shared
   Space (as defined in the Sublease Agreement) under and in accordance with
   the Sublease Agreement. All Permitted Access shall be subject to the
   requirements set forth in this Section 23 and the applicable Service
   Schedule. For purposes of this Agreement, "Accessing Party" means the Party
   using Permitted Access to access the Receiving Party's Accessed Premises;
   "Receiving Party" means the Party whose Accessed Premises are being accessed
   by the Accessing Party; "Accessed Premises" means a Receiving Party's
   premises, facilities, equipment, supplies or systems that are accessed by
   the Accessing Party; "Receiving Party Representative" means the Provider
   Representative (if Provider is the Receiving Party) or the Company
   Representative (if the Company is the Receiving Party), as applicable; and
   "BP Premises" means the San Diego Premises other than the Verenium Sublet
   Premises.

      (b) All Permitted Access shall be subject to the following requirements,
   in addition to the requirements specified in the applicable Service
   Schedules: (i) the Accessing Party shall provide the Receiving Party's
   Representative reasonable advance notice each time the Accessing Party plans
   to access or use its Permitted Access, with such notice including details
   regarding the personnel or agents of the Accessing Party who will be
   accessing the Accessed Premises and the timing and nature of such
   personnel's or agents' intended activities on the Accessed Premises;
   (ii) the Accessing Party's personnel and agents shall comply with all
   reasonable scheduling decisions, rules, policies and procedures established
   by the Receiving Party Representative in connection with the Accessing
   Party's exercise of the Permitted Access; (iii) the Accessing Party and its
   personnel and agents shall not perform any activities or work on the
   Accessed Premises except as specified in the applicable Service Schedule and
   such activities and work shall be subject to the scheduling decisions,
   rules, policies or procedures established by the Receiving Party
   Representative; and (iv) the Receiving Party Representative and any designee
   thereof shall have the right to oversee all uses of Permitted Access by the
   Accessing Party and its personnel or agents and to prevent or cease any
   particular use of Permitted Access

                                      13

<PAGE>

   if the Receiving Party Representative or such designee determines that the
   Accessing Party has violated any access requirements set forth in this
   Section 23 or the applicable Service Schedule.

      (c) Each time the Accessing Party uses Permitted Access to the Accessed
   Premises, the Accessing Party shall comply with the Receiving Party's
   written security policies, procedures and requirements made available by the
   Receiving Party, and will not tamper with, compromise, or circumvent any
   security or audit measures employed by the Receiving Party. The Accessing
   Party shall not allow its personnel or agents to have access to the Accessed
   Premises except as expressly permitted under this Section 23 and shall
   prevent unauthorized use, destruction, alteration or loss in connection with
   such unauthorized access.

      (d) The Parties agree that if the Accessing Party accesses or uses
   Permitted Access to the Accessed Premises, the Accessing Party shall assume
   all responsibility and liability, and the Receiving Party shall not assume
   any responsibility or liability, for any Losses (including any Losses
   incurred or caused by an employee or agent of the Accessing Party) arising
   out of the Accessing Party's use of such Permitted Access.

      (e) In cases where the Company stores in, locates on or brings onto the
   Verenium Sublet Premises any equipment, machinery, materials, supplies or
   other items in connection with the performance of the Services, the Parties
   agree that (i) Provider assumes no responsibility for or liability in
   respect of any damage caused to such items other than damage caused solely
   by Provider's gross negligence or willful misconduct, (ii) Provider shall
   have no obligation to maintain or repair such items, (iii) Provider shall
   not be a bailor with respect to such items, (iv) Provider shall not use any
   such items for any purpose other than performance of the Services, (v) the
   Company may request at any time authorization for Permitted Access to remove
   any such items, which authorization shall not be unreasonably withheld or
   delayed, and (vi) upon expiration or termination of the applicable Services,
   Provider may require the Company to remove such items from the Verenium
   Sublet Premises promptly.

   24. Controlling Provisions. If there is any conflict or inconsistency
between the terms and conditions set forth in the main body of this Agreement
and any of the Service Schedules attached hereto, the provisions of the Service
Schedules attached hereto and thereto shall control with respect to the rights
and obligations of the Parties regarding the Services. If there is any conflict
or inconsistency between the terms and conditions of this Agreement and any
other Transaction Document, the provisions of this Agreement shall control
solely with respect to the rights and obligations of the Parties regarding the
Services.

   25. Insurance. At all times during the Agreement Term and for a period of
one year thereafter, Provider shall maintain sufficient insurance coverage to
enable it to meet its obligations under this Agreement and by law. Without
limiting the generality of the foregoing, Verenium will maintain (and shall
cause each of its Affiliates responsible for performing the Services to
maintain) at its sole cost and expense at least the following insurance:

      (a) Commercial General Liability including (i) bodily injury,
   (ii) property damage, (iii) contractual liability coverage, and
   (iv) personal and advertising injury, in an amount not less than $1,000,000
   per occurrence;

                                      14

<PAGE>

      (b) Workers Compensation at statutory limits and Employer's Liability at
   limits not less than $1,000,000 per occurrence; and

      (c) Professional Liability Insurance covering errors and omissions and
   wrongful acts in the performance of the Services. Such errors and omissions
   insurance will include coverage for claims of infringement of the
   copyrights, trademarks, and patents and misappropriation of trade secrets.
   Such insurance will bear a combined single limit per occurrence of not less
   than $2,000,000.

   26. Force Majeure. Neither Party shall be liable for any failure of
performance attributable to acts or events (including but not limited to war,
acts of terrorism, conditions or events of nature, industry-wide supply
shortages, civil disturbances, work stoppage, labor disturbance, power
failures, failure of telephone lines and equipment, fire and earthquake, or any
law, order, proclamation, regulation, ordinance, demand or requirement of any
governmental authority) beyond its control which prevent in whole or in part
performance by such Party hereunder.

   27. Survival. The provisions of Section 5(d) (Accrued Fees and Obligations),
Section 6 (Relationship of the Parties), Section 10 (Indemnification),
Section 11 (Limitation of Liability), Section 14 (Governing Law), Section 15
(Assignment; Successors and Assigns), Section 21 (Confidentiality) Section 22
(Intellectual Property and Work Product), Section 25 (Insurance), this
Section 27 (Survival) and Section 28 (Entire Agreement) shall survive
termination of this Agreement.

   28. Entire Agreement. This Agreement, together with the Service Schedules
and other Transaction Documents, constitutes the complete agreement and
understanding among the Parties regarding the subject matter of this Agreement
and such other agreements and supersedes any prior agreement (including,
without limitation, the Term Sheet) understanding or representation regarding
the subject matter of this Agreement or such other agreements.

                           [Signature Page Follows]

                                      15

<PAGE>

   IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly and lawfully authorized officers or legal representatives effective
as of the date first set forth above.

BP BIOFUELS NORTH AMERICA LLC            VERENIUM CORPORATION

By:                                      By:
        -------------------------------          ------------------------------
Name:   Susan A. Ellerbusch              Name:   Carlos A. Riva
Title:  President                        Title:  President and Chief Executive
                                                 Officer

           [Signature Page - Verenium Transition Services Agreement]

<PAGE>

                                  SCHEDULE A

<TABLE>
<CAPTION>
                        San Diego Premises Services
 <S>                                          <C>          <C>             <C>

 Provider Representative:                     Name: [...***...]            *
                                              Phone: [...***...]           *
                                              Email: [...***...]           *

 Location of Services:                        San Diego Premises.

 Description of Services:                     Provider     Work Capacity:
                                              Designee:

 Fiber Technology Services.                   [...***...]  [...***...]     *
 Provider shall arrange for the Provider
 Designee to provide consulting services and
 training regarding the methodology of fiber
 characterization and solids analysis.

 Service Termination Date: December 31, 2010

 Robotic Services.                            [...***...]  [...***...]     *
 Provider shall arrange for the Provider
 Designee to provide consulting services and
 training regarding robotics operation and
 maintenance.

 Service Termination Date: August 31, 2011

 Regulatory Consulting Services.              [...***...]  [...***...]     *
 Provider shall arrange for the Provider
 Designee to provide consulting services and
 training regarding regulatory issues.

 Service Termination Date: August 31, 2012

 Procedures: The Company's requests for services under this Service
 Schedule shall be made in writing (including email) and such requests
 shall detail the services requested by the Company and the dates and
 times (during normal business hours) during which the services are
 requested to be performed. Provider shall use commercially reasonable
 efforts to accommodate the Company's requests as to the tasks to be
 performed, the scheduling of the services and the duration of the
 services. The Provider Representative and the Company Representative
 shall be responsible for coordinating the details regarding the
 provision of the requested services. The Company shall be responsible
 for providing instructions to the Provider Designees regarding the
 requested services. Access by a Provider Designee to the Company's
 premises in accordance with the foregoing procedures for purposes of
 performing the Services set forth in this Service Schedule shall be
 "Permitted Access" under the Agreement.
</TABLE>

                                      A-1

<PAGE>

<TABLE>
                       <S>                           <C>
                       Service Fee: [...***...]      *
</TABLE>

                                      A-2

<PAGE>

                                  SCHEDULE B

<TABLE>
<CAPTION>
                  General Finance & Tax Services
<C>                           <S>                                         <C>

Provider Representative:      [...***...]                                 *
                              [...***...]                                 *
                              [...***...]                                 *

Location of Services:         San Diego, Cambridge and Jennings
                              Premises.

Service Term:                 Earlier of six months or January 31,
                              2011

Description of Services:

General Finance & Tax Services ("GFT Services"):

PeopleSoft/Oracle ERP

Provider shall provide the services necessary to support the
PeopleSoft ERP application software and server, in order to
provide ERP services, including financial and procurement
transaction activity processing. The suite of modules includes:

   1.  Financial Modules:

       a.  AP - Payables

       b.  GL - General Ledger

   2.  Supply Chain Modules:

       a.  PO - Purchasing

   3.  Nvision Reporting

Financial Accounting: Provider shall provide financial accounting
services for the BP Biofuels Subsidiaries utilizing Provider's
PeopleSoft ERP in accordance with the following requirements:

   1. any transaction backlog shall not exceed one working day;

   2. any banking transaction requests shall be executed
   promptly; and

   3. the financial ledgers shall be closed by the second
   business day after the end of each calendar month subject to
   materiality thresholds agreed by both parties.

Account Reconciliations and Information: Provider shall provide
reconciliations and analyses of the BP Biofuels Subsidiaries'
balance sheet and income statement accounts by the third business
day after every month end. Provider shall respond within five
business working hours (8 a.m. to 5 p.m. local time) to any
queries regarding transactions of the BP Biofuels Subsidiaries,
their suppliers, tax matters (including data for preparing
returns such as for income tax, property tax, sales and use tax,
excise tax), and similar services.

Budgeting and Forecasting: Provider shall provide support
services with respect to the creation and maintenance of budgets
and forecasts.

Jennings Project and Manufacturing Accounting Services: Provider
shall provide consulting and management accounting services in
the following categories with respect to the Jennings operations;

   1. Jennings capex reporting;

   2. Jennings manufacturing and processing costs; and

   3. account reconciliations and information requirements.

Procurement/Purchasing:

Provider shall support the following functions related to the
Peoplesoft Purchasing Module
</TABLE>

                                      B-1

<PAGE>

<TABLE>
<S><C>
..      Set up new vendors in Peoplesoft for BP entities until cut over to
    SAP.

..      Close purchasing activities in PeopleSoft at month end until cut
    over to SAP.

..      Run receipt accrual reports at month end close until cut over to
    SAP.

..      Provide assistance resolving PeopleSoft PO matching issues until
    cut over to SAP.

..      Provide PeopleSoft training for BP procurement staff as needed
    until cut over to SAP.

Tax Return Preparation: Provider shall prepare Louisiana and California
Sales and Use and Property tax returns for the BP Biofuels
Subsidiaries. All such returns shall be submitted to the Company for
review and filing no later than 5 business days before the due date of
the return. Provider shall arrange for ADP to prepare 2010 Form W-2s and
associated filings for the BP Biofuels Subsidiaries, and to provide those
returns to the affected employees and file them with the IRS in a timely
manner. The Company shall reimburse Provider for a reasonable fee charged
by ADP for such payroll filings. Provider shall have no responsibility
for preparing Federal or State Income Tax Returns for periods after the
Effective Date, but shall provide the information necessary for the
preparation of such returns as described under Account Reconciliations
and Information.

Support Grant Transfer and Audit Documentation to Company: Provider shall
provide services to facilitate the smooth transition of two State of
Florida grants from Provider to the Company.

..      Provide all hardcopy and electronic documentation/correspondence
    and financial records associated with the two State of Florida grants.

..      Complete the 2009 financial audit (currently in progress) by the
    State mandated date of September 30, 2010.

..      Provide the Company with backup documentation sufficient to carry
    out the 2010 audit.

PeopleSoft ERP Data Maintenance: Provider shall provide help desk and
maintenance services with respect to master data such as suppliers,
customers, charts of accounts, cost centers, hierarchies for general
ledger analysis, fixed assets, project codes, and inventory items.

Records Storage and Access: Provider shall provide records storage and
access services both to original documentation and/or electronic access
from the San Diego Premises and Jennings Premises.

IT Support: IT support for the PeopleSoft ERP Application shall be
provided, Monday through Friday 8:00 a.m. to 5:00 p.m. local time.
Emergency coverage shall be available twenty-four hours a day, seven-days
a week by cell phone. Provider shall be responsible for ensuring that the
individuals providing such extended coverage shall have at hand during
the times of their coverage the necessary equipment and tools to provide
remote support services under this Service Schedule from whichever
location such services are provided. All such IT support will be
performed in same manner and using the same degree of diligence and care
as Provider normally uses to provide such IT support for its own similar
operations and processing.

Provider shall provide services enabling the transfer of accounting
services from Provider to the Company or a designated third-party ERP, as
the Company may request from time to time.

Support Cut-Over to Company ERP: Provider shall provide services enabling
the transfer of accounting services from Provider to the Company or a
designated third-party ERP, as the Company may request from time to time.
</TABLE>

                                      B-2

<PAGE>

<TABLE>
           <S>                                                                                                     <C>
           Other: Provider shall maintain a contract with Pitney
           Bowes for a postage meter at the San Diego facility,
           and shall provide the Company access to use such
           meter during the term of this Service Schedule.

           Procedures: The Company's requests for services not
           specifically detailed in this Service Schedule shall
           be made in writing (including email) and such
           requests shall detail the services requested by the
           Company and the dates and times (during normal
           business hours) during which the services are
           requested to be performed. Provider shall use
           commercially reasonable efforts to accommodate the
           Company's requests as to the tasks to be performed,
           the scheduling of the services and the duration of
           the services. The Provider Representative and the
           Company Representative shall be responsible for
           coordinating the details regarding the provision of
           the requested services. The Company shall be
           responsible for providing instructions to the
           Provider Designees regarding the requested services.

           Security: Provider shall implement security
           safeguards to ensure access to all systems, data and
           information related to the Company and the BP
           Biofuels Subsidiaries residing in Provider's
           PeopleSoft ERP Application shall be limited to
           employees of the Company, and employees or
           contractors of the BP Biofuels Subsidiaries and
           Provider, in each case, who are authorized by the
           Company to have such access (for clarification, all
           Provider Designees are authorized by the Company to
           have such access). All such systems, data and
           information shall be deemed to be Confidential
           Information within the meaning of Section 21 of this
           Agreement, and Provider shall ensure that all
           systems, data and information are kept secure in the
           same manner, and using the same degree of care and
           diligence, as Provider normally uses to safeguard its
           own similar systems, data and information.

           Provider Designees: Provider shall arrange for the
           following FTEs to provide the GFT Services during
           normal weekday business hours: [...***...]
                                                                                                                   *
           Service Fee: [...***...]
                                                                                                                   *
           Monthly Cost Charge: [...***...]                                                                        *
</TABLE>

                                      B-3

<PAGE>

                                  SCHEDULE C

<TABLE>
<CAPTION>
                 Network & SharePoint Services
<C>                       <S>                                         <C>

Provider Representative:  [...***...]                                 *
                          [...***...]
                          [...***...]                                 *

                                                                      *

Service Term:             90 days.

Company's Termination     15 days.
Notice Period:

Location of Services:     San Diego Premises, Jennings
                          Premises and Tampa, Florida offices
                          (the "Service Locations").

Description of Services:  1. Network Services. Provider shall
                          provide the following network
                          services:

                             (a) Provider will cause its
                          network identifications to be
                          maintained for the Company's use
                          after the Effective Date, in order
                          to facilitate access to existing
                          infrastructure and bioinformatics
                          applications.

                             (b) Internet access and shall
                          provide the services necessary to
                          support internet access.

                             (c) Wireless services for the
                          Company's guest users

                             (d) Telephony services and e-mail
                          forwarding services to the Company's
                          employees at the Service Locations,
                          and shall provide administrative
                          technical support for the Company's
                          Cisco VOIP telephony. The
                          administrative support will include
                          voice and voicemail functionality
                          support including forwarding Cisco
                          Voicemail to Company e-mail accounts.

                             (e) Provider shall cause Direct
                          Inward Dial to be available to the
                          Company for the Company's Cisco VOIP
                          telephony and Provider shall assist
                          with the transfer of the telephony
                          system to the Company's network
                          after the Company's network is
                          installed.

                          2. SharePoint Services. Provider
                          shall provide the following
                          SharePoint services: Provider will
                          cause its SharePoint system to be
                          available for the Company's use,
                          will provide backup services for
                          SharePoint data, and will provide
                          necessary support services to
                          maintain the SharePoint system, up
                          to a maximum Work Capacity of 50%
                          FTE per month.

                          3. Support. To support the network
                          services and SharePoint services,
                          Provider will cause to be provided
                          (i) IT support by Provider's
                          employees with expertise in IT
                          support, including incident
                          management and service desk support
                          and (ii) IT support by the product
                          vendor's specialists to the extent
                          necessary and appropriate. IT
                          support shall be provided, Monday
                          through Friday 8:00 a.m. to 5:00
                          p.m. local time. Emergency coverage
                          shall be available twenty-four hours
                          a day, seven-days a week by cell
                          phone. The IT support service
                          providers shall always have at hand
                          all the required tools to provide
                          remote support from the locations
                          they take calls for extended
                          coverage. All such IT support will
                          be performed in same manner and
</TABLE>

                                      C-1

<PAGE>

<TABLE>
<C>            <S>                                                     <C>
               using the same degree of diligence and care as
               Provider normally uses to provide such IT support for
               its own similar operations and processing.

               4. Security: As applicable, Provider shall implement
               security safeguards and protocols to ensure access to
               all systems, information and data related to Company
               and the BP Biofuels Subsidiaries is limited to only
               employees or agents of Company and the BP Biofuels
               Subsidiaries. As applicable, Provider shall ensure
               that all systems, information and data of the Company
               and the BP Biofuels Subsidiaries are kept secure and
               confidential in the same manner, and using the same
               degree of care and diligence, as Provider normally
               uses to safeguard its own similar systems, information
               and data.

Service Fees:  [...***...]                                             *

</TABLE>

                                      C-2

<PAGE>

                                  SCHEDULE D

<TABLE>
<CAPTION>
                     Jennings Premises Services
<C>                       <S>                                        <C>

Provider Representative:  [...***...]                                *
                          [...***...]                                *
                          [...***...]                                *

Location of Services:     Jennings Premises.

Description of Service:

Engineering Consulting Services: Provider shall arrange to provide
engineering consulting services regarding Jennings Capex Work as
the Company may request, up to a maximum Work Capacity of 100% FTE
per month for one month.

Provider Designee: [...***...]
                                                                     *
Service Termination Date: September 30, 2010.

Service Fee: [...***...]                                             *

Engineering Support Services: Provider shall arrange to provide
engineering support services for Jennings Capex Work as the Company
may request, up to a maximum Work Capacity of 300% FTE per month.

Provider Designees: [...***...]

Service Termination Date: September 30, 2010.

Service Fee: [...***...]                                             *

Manufacturing Support for Jennings Operations: Provider shall
arrange for the Provider Designee(s) to provide, at the Company's
request, technical consulting services in connection with the
Company's provision of manufacturing and technical service support
to its Jennings operations with regards to process development at
scale, process trouble shooting, and process improvement at scale.
Provider shall provide such services up to a maximum Work Capacity
of 25% FTE per month.

Provider Designee(s): [...***...]                                    *

Service Termination Date: [...***...]                                *

Service Fee: [...***...]                                             *

Agriculture Development Services: Provider shall arrange for the
Provider Designee to provide technical consulting and assistance
with, among other things, work associated with feedstock supply at
the Jennings facility and farm development at the Company's project
in Highlands, Florida. Provider shall provide such services up to a
maximum Work Capacity of 100% FTE per month.

Provider Designee: David Agneta
                                                                     *
Service Termination Date: [...***...]
                                                                     *
Service Fee: [...***...]
                                                                     *
</TABLE>

                                      D-1

<PAGE>

                                  SCHEDULE E

<TABLE>
<CAPTION>
                 Technical Consulting Services
<C>                      <S>                                         <C>

Provider                 [...***...]                                 *
Representative:          [...***...]                                 *
                         [...***...]                                 *

Location of Services:    San Diego Premises.

Service Termination      August 31, 2012 unless specified below
Date:

Description of Services: At the Company's request, Provider
shall provide such technical consulting services as the Company
shall specify. Requests shall be submitted, no later than during
the facility operations meeting held during the week prior to
the week for which the technical consulting services are
requested. Provider shall use reasonable efforts but shall not
be responsible for assuring that the requested services will be
made available. Provider shall provide such services (by
employees designated by Provider to provide such services) up to
the following limitations on hours:

   2010: up to 4 hours per week

   2011: up to 3 hours per week

   2012: up to 2 hours per week.

Service Fee:

   2010: [...***...]                                                 *

   2011: [...***...]                                                 *

   2012: [...***...]                                                 *

Bioinformatics Consulting Services

At the Company's request, Provider shall provide such
bioinformatics services as the Company shall specify. Supported
systems shall include but are not limited to bioinformatics
systems such as SciLect, ADAMAS, Symphony, Reporting Services,
Speed Database, Automation Systems, and the Shipping Request
System. Provider shall provide such services (by employees
designated from Designee list below to provide such services) up
to the following limitations:

   Up to 50% FTE per month through September 30, 2010

   Up to 25% FTE per month from October 1, 2010 through
   February 28, 2011

Provider Designee(s): [...***...]

Service Termination Date: February 28, 2011
                                                                     *
Service Fee: [...***...]
                                                                     *
</TABLE>

                                      E-1

<PAGE>

                                  SCHEDULE F

<TABLE>
<CAPTION>
                 Intellectual Property Transition Services
  <C>                       <S>                                           <C>

  Provider Representative:  Name: [...***...]                             *
                            Phone: [...***...]                            *
                            Email: [...***...]                            *

  Location of Services:     San Diego Premises.

  Service Term:             12 months

  Provider Designee:        Verenium IP Department Personnel

  Permitted Access:

  Any access by the Provider's consultants to the Company's premises
  required for the performance of consultation services constitutes
  'Permitted Access' as defined in section 23 of the agreement.

  Description of Services: Upon the Company's request, Provider will
  cause the Provider Designee to provide intellectual property
  transition services up to a maximum Work Capacity of 75% FTE per month
  for the first twelve (12) months of the Service Term, including but
  not limited to the following services:

      .     Preparing and filing assignments relating to transferred
         assets;

      .     Preparing and filing powers of attorney and/or change of
         address forms relating to transferred assets;

      .     Notifying domestic and/or foreign agents of the transfer of
         IP assets to the Company;

      .     Verifying the name of the legal entity holding IP assets to
         be transferred to the Company and making assignment corrections
         as appropriate;

      .     Performing diligence and follow-up to ensure that all
         maintenance fees and annuities are paid by Provider through the
         third quarter and facilitating the process of transferring
         responsibility for payment of maintenance fees and annuities to
         the Company;

      .     Performing diligence and follow-up to ensure that all agents
         fees and taxes have been received and paid through closing;

      .     Facilitating the transfer of all invention disclosure IP
         assets to be transferred to the Company (including related
         notes, files, and related notebooks);

      .     Facilitating the transfer of all files - electronic and
         physical (paper) - as requested by the Company, including a CD
         of any and all sequence listings for patents and patent
         applications filed within transferred IP assets;

      .     Facilitating the convergence of Provider's CPI data base
         with the Company's CPI data base with respect to the
         transferred IP assets;

      .     Being available for and providing phone assistance to the
         Company docket and legal staff facilitating the transition
         process;

      .     Facilitating meetings in San Diego between the Company
         docket and legal staff regarding the transition process;

      .     Providing phone assistance and historical context to
         attorneys assuming control of transferred IP assets in the
         prosecution of those IP assets and the filing of other related
         patent applications; and

      .     Providing services and assistance relating to the various IP
         and technology data bases to which you have knowledge,
         including but not limited to, [...***...].

      .     Providing training, support, and preparing instructional      *
         documentation for Company IP staff who will be assuming the
         future IP interface role with the various IP and technology
</TABLE>

                                      F-1

<PAGE>

<TABLE>
<S>                                                                                                            <C>
          databases to which you have knowledge,                                                               *
       including [...***...];

    .     Preparing and/or filing:

       .     Responses to domestic and/or foreign
          patent office matters; and

       .     Patent applications, such as new
          applications, provisionals,
          non-provisionals, PCTs, national phase
          entries, etc., for certain IP assets to be
          transferred to the Company:

    .     Assisting in any freedom to operate and/or
       clearance matters as needed, particularly
       related to IP assets to be transferred and
       including appropriate interface with the
       [...***...] databases;

    .     Informing the Company of any IP related
       issues that emerge and that the Company should
       be aware of as they emerge and providing
       assistance as appropriate; and

    .     Paying annuities and maintenance fees for
       all BP related patent cases (fully reimbursed
       to V2 by BP for payments made for September
       2010 on-ward).

Service Fee: [...***...]

Monthly Cost Charge: [...***...]
</TABLE>

                                      F-2

<PAGE>

                                  APPENDIX 1

                             CHANGE ORDER REQUEST

Date: __________________, 20__

Change Order Request Number:__________

_______________ (the "Requesting Party") hereby submits this Change Order
Request to _____________ (the "Other Party") pursuant to Section 4(b) of the
Transition Services Agreement, dated as of [__________], 2010 (the
"Agreement"), between the Requesting Party and the Other Party.

This Change Order Request pertains to the following (check one):

    [_]Modified Services, as set forth in Schedule 1 hereto.

    [_]Termination of Services, as set forth in Schedule 1 hereto.

    [_]Additional Services, as set forth in Schedule 1 hereto.

The Requesting Party requests that the Other Party approve this Change Order
Request by signing in the designated space below. Upon the Other Party's
approval of this Change Order Request, the Modified Services or Additional
Services covered by this Change Order Request, as applicable, shall become
"Services" under the Agreement and the attached Schedule 1 shall become a
"Service Schedule" to the Agreement, in each case, subject to the terms and
conditions set forth therein.

                                          Submitted by Requesting Party:

                                          --------------------------------------

                                          By:
                                                  ------------------------------
                                          Name:
                                                  ------------------------------
                                          Title:
                                                  ------------------------------

Approved by the Other Party:
on _______________, 20__:

----------------------------------

By:
        --------------------------
Name:
        --------------------------
Title:
        --------------------------

<PAGE>

                                                                  SCHEDULE 1 to
                                                  Change Order Request No. ____

         FORM OF SCHEDULE FOR MODIFIED SERVICES OR ADDITIONAL SERVICES

<TABLE>
<CAPTION>
                                   Services
                       <C>                       <S>

                       Provider                  Name:
                       Representative:           Phone:
                                                 Email:

                       Service Term:

                       Location of Services:

                       Description of Services:

                       Service Fees:
</TABLE>