Exhibit 10.2


 





CONFIDENTIAL
TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND,
WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 


CONFIDENTIAL







 





AMENDMENT #1 TO THE SECOND AMENDMENT


TO THE TECHNOLOGY, LICENSE, DEVELOPMENT, RESEARCH AND COLLABORATION
AGREEMENT


 


This Amendment #1 to the Second Amendment to the Technology, License,
Development, Research and Collaboration Agreement (the “Amendment #1”) is entered as of April 1, 2015 by and
between:


 


Amyris, Inc., a Delaware corporation having its place of business
at 5885 Hollis Street, Suite 100, Emeryville, California 94608 (“AMYRIS”)


 


and


 


Total Energies Nouvelles Activités USA SAS (formerly known
as Total Gas & Power USA SAS), a company existing and organized under the French law having its head office located at 24,
cours Michelet, 92800 Puteaux, France (“TOTAL”).


 


AMYRIS and TOTAL are sometimes referred to herein individually as
a “Party” and collectively as the “Parties”.


 


RECITALS


 


WHEREAS, on June 21, 2010, AMYRIS and TOTAL Gas & Power USA
Biotech, Inc. entered into the Technology License, Development, Research and Collaboration Agreement, as amended by the First Amendment
dated as of November 23, 2011 (the “Agreement”);


 


WHEREAS, TOTAL Gas & Power USA Biotech, Inc. assigned the Agreement
to TOTAL Gas & Power USA SAS as set forth in that certain letter dated January 11, 2011;


 


WHEREAS, TOTAL Gas & Power USA SAS (now Total Energies Nouvelles
Activités USA SAS) and Amyris entered into the Second Amendment to the Technology, License, Development, Research and Collaboration
Agreement on July 30, 2012, which amends certain portions of the Agreement (the “Second Amendment”);


 


WHEREAS the Parties now desire to amend certain terms and conditions
of the Second Amendment;


 


NOW THEREFORE, for good and valuable consideration the receipt of
which is hereby acknowledged, the Parties, intending to be legally bound, agree to the following provisions and to amend the Second
Amendment, as follows:


 


		1.	Section 9.A “Hydrogenation Patent Rights” is replaced in its entirety and shall now
read as follows:



 


“With respect to any published patent applications
or patents filed on results generated in the development activities conducted by TOTAL pursuant to Section 7.B.1(i) of the Second
Amendment, if requested by AMYRIS, TOTAL will grant to AMYRIS a non-exclusive, sublicensable, royalty-bearing (at a commercially
reasonable rate) license, under published patent applications and patents resulting from TOTAL hydrogenation activities with farnesene
and/or farnesene derivatives provided by AMYRIS and conducted pursuant to Section 7 above, to the extent such patents would enable
AMYRIS to practice AMYRIS Farnesene IP that AMYRIS otherwise could not practice due to the claims of the TOTAL patents to Make
and Sell (i) in the Excluded Markets, products derived from farnesene, or (ii) products other than those that compete with products
commercialized by TOTAL or its Affiliates, on a country by country basis.  For clarity, the preceding license would not give
AMYRIS any license, rights, or access under or to any trade secrets or know-how resulting from TOTAL hydrogenation activities
with farnesene and/or farnesene derivatives provided by AMYRIS and conducted pursuant to Section 7 above if such trade secrets
or know-how are not disclosed in such published patent applications or patents, nor would it obligate TOTAL to disclose, transfer,
or otherwise provide any such trade secrets or know-how to AMYRIS.  In the event that AMYRIS wishes to obtain a license for
any such products, it may notify TOTAL of the proposed products and jurisdictions for which it wishes to obtain a license, and
in such case of clause (ii), the Parties shall promptly consult regarding TOTAL’s plans and activities with respect to such
products and jurisdictions.  If there is a disagreement regarding whether the products compete with those products commercialized
by TOTAL or its Affiliates, as described in clause (ii), the senior executives shall as soon as possible meet and attempt in good
faith to resolve the disagreement.  If they are unable to reach agreement on the behalf of the Parties, such disagreement
shall be resolved by arbitration. 


 






    1 


     

    

With respect to any published patent applications or patents
filed on results generated in the development activities conducted by TOTAL pursuant to Section 7.B.1(i) of this Second Amendment,
if requested by the JV Company, TOTAL will grant to the JV Company an exclusive, worldwide, royalty-bearing (at a commercially
reasonable rate) license, under published patent applications and patents resulting from TOTAL hydrogenation activities with farnesene
and/or farnesene derivatives provided by AMYRIS and conducted pursuant to Section 7 above, to develop and/or optimize the process
of making farnesene from the Commercial Farnesene Strain and purifying and converting farnesene into farnesane, and to Make and
Sell JV Products.  For clarity, the preceding license would not give JV Company any license, rights, or access under or to
any trade secrets or know-how resulting from TOTAL hydrogenation activities with farnesene and/or farnesene derivatives provided
by AMYRIS and conducted pursuant to Section 7 above if such trade secrets or know-how are not disclosed in such published patent
applications or patents, nor would it obligate TOTAL to disclose, transfer, or otherwise provide any such trade secrets or know-how
to JV Company.  The foregoing license shall, with TOTAL’s further written consent, which shall not be unreasonably withheld,
be sublicensable to Third Party toll manufacturers. If the JV Company wishes to sublicense such rights to a Third Party toll manufacturer,
it shall provide a written notice to TOTAL requesting its consent and indicate the name of the contemplated Third Party toll manufacturer.
Upon receipt of such notice, TOTAL may offer to act as toll manufacturer for such hydrogenation activities instead of the Third
Party, but JV Company does not have to accept such offer, and such rejection is not reasonable grounds for Total to withhold its
consent to a sublicense.”


 


		2.	Section 9.C “Implementation of License Rights” is amended as follows:



 


“For any license described in this Section 9, if
the JV Company, TOTAL (in the case of a TOTAL Buy-Out) or AMYRIS, as applicable, provides notice that it wishes to obtain a license
as described therein, the licensor and the licensee shall promptly negotiate in good faith royalty and other terms, which shall
reflect market conditions for the licensed intellectual property rights. Upon TOTAL’s receipt of such notice from the JV
Company or AMYRIS, as applicable, for a license under Section 9.A, TOTAL may offer to act as toll manufacturer for such hydrogenation
activities for the JV Company or AMYRIS, as applicable, as a possible alternative to the requested license.  However, the
decision to choose between obtaining the requested license under Section 9.A or hiring TOTAL as a toll manufacturer remains at
the sole discretion of the JV Company or AMYRIS, as applicable. The JV Company or AMYRIS, as applicable, may reject TOTAL’s
tolling offer for any reason and instead obtain the requested license under Section 9.A.”


 



    2 


     

    




		3.	Add a new Section 22 to the Second Amendment:



 


“22. into [*] (“Phase 1 [*] Activities”)
and that such Phase 1 [*] Activities shall not be treated as part of the Biofene Development Project or the R&D Collaboration.
For clarity, Phase 1 [*] Activities will include the [*] of such [*]
not comprising the Mevalonate Pathway (as defined in the Agreement) (such [*] will then be recovered to validate their
activity [*] by adding [*], but it will not include any testing of the [*] that comprises the Mevalonate
Pathway (as defined in the Agreement). The Parties also agree that any and all Inventions conceived and reduced to practice by
or on behalf of TOTAL (with the [*]) in such Phase 1 [*] Activities (collectively, “Phase 1 [*] IP”),
will, for purposes of the Agreement and Second Amendment, be considered TOTAL Non-Collaboration IP.


 


Upon completion of the Phase 1 [*] Activities,
TOTAL agrees that it will promptly offer to introduce, via Section 6.1(c) of the Agreement, the Phase 1 [*] IP into the
R&D Collaboration. If accepted by the Parties into the R&D Collaboration per Section 6.1(c) of the Agreement, such Phase
1 [*] IP will then be considered TOTAL Included IP under the Agreement and Second Amendment.”


 


Except as specifically modified herein, all other terms of the Second
Amendment and the Agreement shall remain in full force and effect.


 


 


 


 


[*] Certain portions denoted with an asterisk have
been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect
to the omitted portions.


 






    3 


     

    

This Amendment #1 is executed by the authorized representatives
of the Parties as of the date first above written.


 


 


 





	AMYRIS, INC.	TOTAL ENERGIES NOUVELLES ACTIVITES USA, SAS
	 	 
	/s/ Nicholas Khadder	/s/ Jean-Marc Otero Del Val
	Name: Nicholas Khadder	Name: Managing Director
	Title: General Counsel	Title:  Jean-Marc OTERO DEL VAL