Q: In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
Exhibit 10.34

*** Text Omitted and Filed Separately  Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4)  and 203.406

DEVELOPMENT AGREEMENT

This Development Agreement (Development Agreement) is entered into on April 15 , 2010 (EffectiveDate) by and between Cargill,  Incorporated through its Bio Technology Development Center, having its principal place of business at 15407 McGinty Road West, Wayzata,  Minnesota 55391 USA (Cargill) and Bioamber S.A.S., having a place of business at Route de Bazancourt, F-51110, Pomacle France (Bioamber).  Bioamber and Cargill shall be referred to individually as Party and collectively as Parties, as required by text.

Background





Cargill and Bioamber mutually agree as follows:







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  A. Cargill has developed a yeast strain designated CB1 (CB1) for fermenting dextrose and/or mixed sugar streams and related research  tools for modifying CB1,which are protected by Licensed Patents (as defined in Section 2.5 below).

  B. Bioamber desires to engage Cargill to further develop or modify CB1 with the goal of fermenting dextrose and/or mixed sugar streams to  produce succinic acid and salts thereof.

  C. The Parties desire to grant each other certain rights to use the further developed or modified CB1 as well as other technology that is  developed in the course of the work as provided in this Development Agreement for research purposes only.

1. Scope of Work Plan  1.1 Cargill agrees to perform the services to develop or modify CB1 to produce succinic acid and salts thereof using dextrose (defined as  glucose) and/or sucrose as the fermentation feedstock (Work Plan). The Work Plan is more fully described in Exhibit A, which is hereby  incorporated by reference into this Development Agreement. CB1 that has been further developed or modified (or the like) under the Work  Plan shall be referred to as Modified CB1. Any changes to the Work Plan must be in writing and signed by both Cargill and Bioamber and  may be subject to incremental fees depending on resource requirements.

1.2 In agreeing to perform the Work Plan, Cargill represents and warrants that:

  1.2.1 Cargill has the capability, experience, and means necessary to perform the Work Plan, and the Work Plan will be performed using  personnel, equipment, and material qualified and suitable to perform the Work Plan requested;

th

















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  1.2.2 Cargill will provide properly trained and informed personnel, and Cargill will be solely responsible for the negligent acts, errors and  omissions of its employees, subcontractors, and agents and for any other person performing services under this Development  Agreement at the direct request of Cargill;

  1.2.3 Cargill will perform the Work Plan in a workmanlike manner with reasonable skill and care ordinarily exercised by members of the  profession practicing under similar conditions and in accordance with accepted industry practices and professional guidelines;

  1.2.4 Subject to Section 13.1, Cargill has in effect and will maintain in effect all permits, licenses and other authorizations necessary to  perform the Work Plan; and



1.2.5 No other party has rights to its services as described in the Work Plan, and that a work assignment from any third party shall not be  accepted, or work by Cargill aloneshall not be conducted, to develop CB1 or other microorganisms that will be used to (a) directly  produce succinic acid and salts thereof, or (b) indirectly produce succinic acid and salts thereof (for example, Cargill may develop  microorganisms to produce precursors of succinic acid, such as fumaric acid and malic acid, so long as such precursors are not  converted to succinic acid, such as by chemical modification), for the Term (as defined in Section 10.1) of this Development  Agreement. For purposes of clarity, and as examples, Cargill may sell dextrose as fermentation feedstock to third parties, who may  use such dextrose to produce succinic acid; also, Cargill may modify starches to make succinic acid starch derivatives.

2. Fees and Milestones   2.1 Bioamber shall pay Cargill Two Hundred Fifty Thousand U.S. Dollars ($250,000.00) within thirty (30) days of the execution of this  Development Agreement.

2.2 In addition to the payment in Section 2.1, Bioamber shall pay Cargill a total of [***] U.S. Dollars ($[***] per year per full-time equivalent  (FTE) person to perform the Work Plan, and Cargill will make available up to [***] FTE persons per year to perform the work as outlined in  the Work Plan. Such total is subject to change based on an annual review of the needs and requirements of the Work Plan. The actual  number of FTEs assigned at any given time will be a function of the Work Plan and will be subject to agreement amongst the Parties. In  addition, Bioamber will pay for reasonable expenses incurred by Cargill, including travel. Cargill shall cover ordinary and customary [***].  Cargill shall submit to Bioamber a monthly invoice for costs owed by Bioamber, accompanied by a report summarizing Cargill's activities in  relation to actual hours worked and expenses incurred. Bioamber will pay Cargill's costs within thirty (30) days of receipt of invoice and  supporting documentation. Bioamber shall have the right to audit Cargill time sheets from time to time. Such audit shall occur once per year  during reasonable business hours by an independent third party agreed to by both parties, who shall be under obligations of  confidentiality.













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2.3 Bioamber shall also pay Cargill within thirty (30) days of achieving each of the milestones summarized below and more fully described in the  Work Plan found in Exhibit A. For purposes of clarity, payment is triggered [***]. Further, each of the Milestones and Target Dates may be  changed according to the needs of the Work Plan and upon written agreement by the parties.

Milestone   Target Date   Payment  Milestone 1: Proof of Concept   12 months after Effective Date   US $250,000.00 Milestone 2: CB1 Strain Development   30 months after Effective Date   US $300,000.00 Milestone 3: CB1 Strain Optimization   42 months after Effective Date   US $500,000.00

2.4 Missed Milestones.



2.4.1 In the event Cargill does not achieve a given Milestone provided in Section 2.3 by the Target Date listed in Section 2.3 or modified  Milestone and modified Target Date as agreed to by the Parties, and subsequently achieves such milestone as per the criteria  described in Exhibit A, the payment for such missed milestone shall be due [***] and the amount due shall be [***] for every [***]  beyond the Target Date. The Target Date for subsequent Milestones will be adjusted to reflect the date on which the Milestone was  actually achieved. If a subsequent Milestone is achieved by the original Target Date listed in Section 2.3, Bioamber will pay Cargill  the amount [***]. For purposes of clarity and as examples, if Milestones 1 and 2 were not delivered by the Target Dates, but  Milestone 3 is delivered by or before the Target Date, then the total payments due to Cargill at that time would be [***] (a total  payment of $[***]). Another example is if [***], the payment due at that time would be a total of $[***].



2.4.2 In the event Cargill does not achieve a given Milestone provided in Section 2.3 by the Target Date listed in Section 2.3 or modified  Milestone and modified Target Date as agreed to by the Parties, and Bioamber decides to commercialize Modified CB1, any  outstanding milestone payments shall immediately become due such that the total payment due Cargill under this Development  Agreement equals One Million Fifty Thousand U.S. Dollars (US $1,050,000.00).









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  2.4.3 Provided that Cargill has respected its undertakings set out in Section 1.2 of this Development Agreement, no other damages shall  accrue to Cargill for not achieving a given Milestone other than provided in Sections 2.4.1, 2.4.2, and 2.5.

2.5 Option to Research License. In the event Cargill (i) is unable to achieve a given milestone described in Section 2.3 by the Target Date, or (ii)  terminates this Agreement pursuant to Section 10.2, Bioamber shall have the option to obtain a license during the term of this Development  Agreement to the patent applications and patents listed in Exhibit B (including any continuations, continued prosecutions, continuations- in-part, reissues, reexaminations, divisions or substitutions thereof) (collectively Licensed Patents), the tool kit listed in Exhibit C  (Licensed Tool Kit), and Cargill Improvements if any (as defined in Section 5.2 below), for research use only and for additional monetary  consideration (Research License). Except for financial terms paid by third parties for [***], the Research License shall be offered to  Bioamber at [***]. Such research use shall be for the development and optimization of CB1 for the production of succinic acid and salts  thereof using dextrose or sucrose as the fermentation feedstock. The Research License shall be provided to Bioamber only, with no rights  to sublicense and with no have made rights. Notwithstanding the preceding, Bioamber will be permitted to outsource development work  as outlined in the Work Plan and according to the Research License to third parties that have been approved by Cargill, and such approval  shall not be unreasonably withheld. In considering whether or not to outsource such development work to third parties, the Parties  recognize that it is in their mutual interest to protect CB1, Modified CB1, Cargill Confidential Information (as defined in Section 4.1), and  Know-How and Licensed Patents (as those terms are defined under the Commercial License Agreement) and, therefore, the Parties shall  undertake joint evaluations of third parties who have been identified by Bioamber to perform such development work, including, for  example and not by limitation, a risk assessment of the geography in which such development work will occur, and whether or not such  third parties have similar guiding principles as Cargill (a copy of Cargill's Guiding Principles and Compliance Policy on Intellectual Property  is attached as Exhibit F). Such development work shall not be conducted by such third parties in circumstances where Cargill's intellectual  property is at an unacceptable risk as determined by Cargill based on the joint evaluations of such third parties. The terms and conditions  of such Research License shall be negotiated between the Parties and shall include the terms described in this Section 2.5 and terms  addressing ownership and rights to use of any intellectual property developed. Further, this Development Agreement shall serve as the  framework for the Research License.

2.6 Technology Transfer. In the event Milestone 3 is achieved, Cargill will provide up to [***] to assist in a successful transfer of the Modified  CB1 technology to Bioamber in order to allow subsequent scale-up at the same FTE rate set forth in Section 2.2. For clarity, [***] per FTE  per year equals US$[***] for this technology transfer).













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2.7 Scale-Up. Following the successful technology transfer, upon request by Bioamber and subject to Cargill's availability of appropriate  resources, Cargill will enter at its sole discretion into a services agreement with Bioamber to assist in the fermentation scale-up of using  Modified CB1 obtained under Milestones 2 and 3 for producing succinic acid and salts thereof at a single Bioamber facility or a facility  designated by Bioamber. Cargill shall invoice Bioamber [***] U.S. Dollars (US$[***]) per man-day provided, not inclusive of taxes or other  governmental fees, and further adjusted for inflation at the time it goes into effect. Cargill shall have no obligation to perform scale-up work  at Cargill facilities.

3. Alternative Feedstock. Bioamber also desires the right to further develop CB1 to utilize cellulosic biomass as the fermentation feedstock.  Cargill hereby grants Bioamber the option to modify or convert the Work Plan to include the development or modification of CB1 capable of  fermenting such cellulosic feedstock (Modified Work Plan). If such option is exercised, (a) the terms and conditions of this Development  Agreement shall apply to the Modified Work Plan except (i) new, additional up-front and milestone payments shall apply as provided  below, and (ii) any development work performed under the Modified Work Plan will be at a FTE rate which will be equivalent to the FTE rate  provided in Section 2.2 above and further adjusted for inflation at the time it goes into effect; and (b) the commercial license attached as  Exhibit D shall be expanded to include the resulting strain developed out of the Modified Work Plan with no additional change in the  financial terms. Additionally, the additional up-front fee [***].

Milestone using Alternative Feedstock   Target  Date   Payment  Up-front Payment   TBD   US $[***] Milestone 1: Proof of Concept   TBD   US $[***] Milestone 2: CB1 Strain Development   TBD   US $[***] Milestone 3: CB1 Strain Optimization   TBD   US $[***]

4. Confidentiality. To carry out the Work Plan, Cargill may receive from, and provide to, Bioamber certain Confidential Information, as defined  below. Such Confidential Information will be disclosed by one Party (the Disclosing Party) to the other Party (the Receiving Party) on  the following terms and conditions:

4.1 Confidential Information means all business, technical, and financial information related to the Work Plan, the terms and discussions  relating to the Term Sheet executed by the parties on December 3, 2009 and December 4, 2009, and to any aspect of the business of each  Party that is material to the Work Plan, including, without limitation, Licensed Tool Kit, products, product compositions, raw materials,  specifications, formulae, equipment, business plans and strategies, customer lists, supplier lists, know-how, samples, drawings, pricing  informationand other financial information, inventions, ideas, research information, packaging, manufacturing processes, and other  information, or its potential use, that is owned by or in possession of either Party. For purposes of clarity, the parties shall not disclose to  each other any Confidential Information that is not material to the Work Plan, such as, by way of example and without limitation, processes  and other information relating to post-fermentation activities. Confidential Information shall not include information that: (a) is in the public  domain prior to disclosure by Disclosing Party; (b) becomes part of the public domain, by publication or otherwise, through no  unauthorized act or omission by the Receiving Party; (c) is lawfully in the Receiving Party's possession prior to disclosure by the  Disclosing Party; or (d) is independently developed by an employee(s) of the Receiving Party with no access to the disclosed Confidential  Information.











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4.2 The Receiving Party agrees to take and maintain proper and appropriate steps to protect Confidential Information of the Disclosing Party.  The Receiving Party agrees to disclose the Confidential Information of the Disclosing Party only to employees or agents of the Receiving  Party who are directly involved with the Work Plan contemplated by this Development Agreement, and even then only to such extent as is  necessary and essential to perform the Work Plan. The Receiving Party agrees to inform such employees and agents of the confidential  nature of the information disclosed hereunder and to cause all such employees and agents to abide by the terms of this Development  Agreement.

4.3 The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any unauthorized party without the Disclosing  Party's prior express written consent or unless required by court order or order of a similar governmental entity. If a Party is required by  court order or order of a similar governmental entity to disclose the other's Confidential Information, they shall give the other Party prompt  notice of such requirement so that an appropriate protective order or other relief may be sought.

4.4 The Receiving Party will use Confidential Information only in connection with the Work Plan. Both Parties have reserved all rights to their  respective Confidential Information not expressly granted herein. All documents and/or tangible materials containing or comprising  Confidential Information of the Disclosing Party will remain the property of the Disclosing Party. Upon the request of the Disclosing Party,  the Receiving Party will destroy all Confidential Information of the Disclosing Party and any documents prepared by the Receiving Party  using Confidential Information of the Disclosing Party and the Receiving Party agrees to provide confirmation of such destruction in  writing. The Receiving Party may, however, keep one copy of any such document in the files of its legal department or outside counsel for  record purposes only.

4.5 Notwithstanding any other provision of this Development Agreement, each Receiving Party acknowledges that a breach of confidentiality  and use as provided in this Section may result in irreparable harm and damages to the Disclosing Party in an amount difficult to ascertain  and that cannot be adequately compensated by a monetary award. Accordingly, in addition to any other relief to which the Disclosing  Party may be entitled at law or in equity, the Disclosing Party shall be entitled to seek a temporary and/or permanent injunctive relief from  any breach or threatened breach by the Receiving Party.

















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4.6 The obligations imposed by this section, including but not limited to non-disclosure and non-use, however, will endure so long as the  Confidential Information of the Disclosing Party does not become part of the public domain.

4.7 The existence of and the terms of this Development Agreement, including its Exhibits, are confidential and are not to be disclosed without  the prior written approval of Cargill.

4.8 Neither Party may make any public announcement concerning this Development Agreement, its subject matter, and the activities and  actions it contemplates without the other Party's express written consent.  4.9 This Section 4 supercedes and replaces the Mutual Confidentiality Agreement between the Parties, which was effective July 17, 2009. All  Confidential Information that was subject to that Mutual Confidentiality Agreement is hereby made subject to the terms and conditions of  this Section 4.

5. Intellectual Property  5.1 Each party shall retain ownership of all intellectual property that it owned prior to the Effective Date.

5.2 Improvements. Any invention or discovery relating to the Work Plan, in whole or in part, that is conceived during the term of this  Development Agreement shall be an Improvement. The scope for Improvements will be limited to the CB1 strain itself and the [***] (the  Field), but shall exclude [***]. Bioamber will own any Improvement in the field of succinic acid and salts thereof and such Improvement  shall be designated Bioamber Improvements. Cargill will own any Improvement in all fields other than the field of succinic acid and salts  thereof, subject to the rights provided in Section 5.2.1 below, and such Improvement shall be designated Cargill Improvements. In the  event it is not clear as to ownership of any Improvement as described in this Section 5.2, in other words, if it is not clear whether an  invention or discovery is either a Bioamber Improvement or a Cargill Improvement, such Improvement shall be [***] and such Improvement  shall be designated Joint Improvements. For purposes of clarity, as examples, Cargill Improvements are those inventions relating to  fumaric acid and malic acid. Additionally, where an Improvement has applications both in the Field and outside the Field, then such  Improvement, as it applies to the Field, shall be a Bioamber Improvement and, as it applies outside the Field, such Improvement shall be a  Cargill Improvement.



5.2.1 Cargill hereby grants Bioamber, and Bioamber hereby accepts, an exclusive, royalty-free license to Cargill Improvements and Joint  Improvements for use in the Field during the term of this Development Agreement with a reservation of right for Cargill to practice  such Cargill Improvements and Joint Improvements for use in the field of succinic acid and salts thereof during the term of this  Development Agreement. Such use shall be for research purposes only with no rights to sublicense and with no have made  rights. Cargill shall also grant a commercial license to Bioamber for Cargill Improvements and Joint Improvements under the terms  and conditions of Exhibit D.











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  5.2.2 Bioamber hereby grants Cargill, and Cargill hereby accepts, an exclusive, worldwide, royalty-free license with an unlimited right to  sublicense under and to Bioamber Improvements for use outside the Field during the term of this Development Agreement. Such  use shall be for research purposes only.



5.2.3 Cargill shall have the first option to prepare, file, prosecute, and maintain patent applications and issued/granted patents on  Bioamber Improvements and Joint Improvements, which option may be waived in whole or in part. Cargill shall bear all costs  incurred in connection with such preparation, filing, prosecution, and maintenance of U.S. and foreign application(s) and  issued/granted patents directed to Bioamber Improvements and Joint Improvements. Cargill shall provide Bioamber a copy of any  proposed patent application covering Bioamber Improvements and Joint Improvements in advance of the submission of the  proposed patent application to any patent office. However, Cargill shall be entitled to file provisional patent applications without  seeking Bioamber's approval. If Cargill waives its option, Bioamber shall have the option to prepare, file, prosecute, and maintain  patent applications and issued patents on Bioamber Improvements and Joint Improvements. Cargill shall provide, when requested  by Bioamber, all information in its possession, or true copies thereof, pertaining to Bioamber Improvements and Joint Improvements  which may be necessary or useful in the preparation, filing, and prosecution of patent applications covering the Bioamber  Improvements and Joint Improvements. Such information shall be treated as Confidential Information.



5.2.4 If Cargill waives its option to prepare and prosecute a patent application in accordance with Section 5.2.3 and elects not to file such  a patent application or elects to allow any such patent application or issued/granted patent to become abandoned or lapse, Cargill  shall give Bioamber notice of such election promptly and at least two (2) months prior to the first date that action must be taken to  avoid such abandonment or lapse. Bioamber shall have the right to take over at its sole expense the filing, prosecution or  maintenance of any such patent application and Bioamber shall keep Cargill informed of Bioamber's filing, prosecution, and  maintenance activities. All out-of-pocket expenses of Cargill shall be reimbursed by Bioamber. Bioamber shall have no liability to  Cargill for Bioamber's acts or failure to act with respect to such patent application or issued/granted patent.



5.2.5 Cargill shall have the sole power to bring and/or settle suits for infringement of any and all patent applications and/or patents on  Improvements, regardless of ownership; provided, however, if required by law, Cargill shall join Bioamber, and Bioamber shall be  joined, in such suits. Cargill shall control any such suits and shall bear all expenses related to any such suits. Bioamber shall  provide any assistance reasonably requested in prosecuting and enforcing any and all patent applications and/or patents on  Improvements. In the event Cargill elects not to initiate and prosecute suits for infringement of any patent application/and or patent  onImprovement within the Field, then with sixty (60) days prior written notice to Cargill, Bioamber shall be entitled to initiate and  prosecute such suits. For purposes of clarity, within such sixty (60) day period, Cargill shall be entitled to initiate and prosecute  such suits.

















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  5.2.6 Cargill shall have the sole power to settle suits for infringement of the Licensed Patents. Cargill will in good faith consider  enforcement requests from Bioamber.



5.2.7 Improvements are to be considered Confidential Information of the owning Party subject to the terms and conditions of Section 4,  provided that the Party authorized hereunder to file and prosecute patent applications for an Improvement may make disclosure of  that Improvement to outside patent counsel and to relevant patent offices as reasonably necessary for filing and prosecution of a  patent application.

5.3 In consideration of the ownership rights granted to Bioamber under this Section 5, and the licenses granted to Bioamber under this Section  5 and the Commercial License attached as Exhibit D, Bioamber agrees to the payment terms and its other obligations contained in the  attached Commercial License.

6. WRF Patents. Washington Research Foundation (WRF) is the owner of several patents relating to the expression of polypeptides in yeast  (WRF Patents). Prior to transferring CB1 or any other yeast strain to Bioamber, Bioamber shall provide to Cargill a letter from WRF  stating that Bioamber has a license to the WRF Patents (Bioamber-WRF License). Upon receipt of such letter, Cargill will transfer CB1 to  Bioamber for Bioamber's use of the strain commensurate with and in accordance with the Bioamber-WRF License. Cargill shall have no  liability to Bioamber for Bioamber's acts or failure to act with respect to the WRF Patents.  7. Warranties. Except as provided in Section 1.2 of this Development Agreement, Cargill makes no representations or warranties, express or  implied, with respect to the services provided under this Development Agreement and with respect to the subject matter of this  Development Agreement. The services are provided as is and Bioamber acknowledges that it bears all responsibility and accountability  for evaluating, approving, and implementing any of results resulting from this Development Agreement.

8. Indemnification. Bioamber and Cargill agree to waive any and all claims against each other for consequential, punitive, incidental, special, or  other forms of exemplary losses whether arising in contract, warranty, tort (including negligence), strict liability, or otherwise, including  any losses relating to lost use, lost profits, lost business, damage to reputation, or lost or diminished financing unless such claims are  based on a Party's gross negligence or willful misconduct.  9. Notices. All notices or other communication must be in writing and delivered by (a) personal delivery, (b) reputable overnight delivery  service, or (c) facsimile or e-mail, confirmed under clause (a) or clause (b), and addressed in each case as set forth below:















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If to Cargill:   If to Bioamber:

Cargill, Incorporated   Bioamber S.A.S. Bio Technology Development Center   1250 Rene-Levesque West 15285 Minnetonka Blvd.   Suite 4110 Minnetonka, Minnesota 55345  USA   Montreal, Quebec  Canada H3B 4W8  Fax: 952-742-0540   Fax: 514-844-1414 Attention: Pirkko Suominen   Attention: Laurent Bernier

With copy to:  Cargill, Incorporated  Law Department / Mailstop 24  15407 McGinty Road West  Wayzata, Minnesota 55391 USA  Fax: 952-742-6349  Attention: Bio TDC IP Lawyer

With copy to:  Boivin Desbiens Senécal, g.p.  2000-2000 McGill College  Suite 2000  Montreal, QC, Canada  H3A 3H3  Fax: 514-844-5836  Attention: Thomas Desbiens

10. Term and Termination.

10.1 This Development Agreement will begin on the Effective Date and continue for four (4) years unless earlier terminated pursuant to Section  10.2, or unless the parties extend the term by mutual written Development Agreement (Term).  10.2 Either Party may terminate this Development Agreement by giving written notice to the other Party, (a)in the event the other Party's  bankruptcy, insolvency, or the filing of a petition therefore; and (b) the other Party materially defaults in the performance of its obligations  hereunder. This Development Agreement shall also terminate upon mutual written agreement by the Parties. Further, in the event there is a  dispute as to whether or not Cargill has missed a certain Milestone, then the Target Date for that Milestone shall be tolled until the Parties,  acting in good faith, have settled such dispute in writing between themselves or through an independent expert.

11. Independent Contractor. Nothing in this Development Agreement is to be construed to deem the relationship between the parties to be one  of master/servant, principal/agent, or employer/employee. To the contrary, the relationship of Cargill to Bioamber is that of independent  contractor, and Cargill will have no authority to (i) make any binding decision for, or on behalf of, Bioamber or (ii) commit Bioamber to any  contract, obligation, debt, or other liability. None of Cargill's employees will be deemed to be employees of Bioamber.  12. Publicity. Any public statements related to work performed under this Development Agreement, including public statements related to the  existence of this Development Agreement itself, will only be made after the prior written consent of both Parties concerning timing, content,  and audience.























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13. Miscellaneous.

13.1 Third Party Patents. In addition to the WRF Patents as described more fully in Section 6, the CB1 Team of the Bio Technology  Development Center of Cargill represents that, to the best of its knowledge as of the Effective Date, the patents and patent applications of  third parties that could impact the Work Plan and the commercialization thereof are provided in Exhibit E (Third Party Patents). Cargill  shall have no liability to Bioamber for Bioamber's acts or failure to act with respect to such Third Party Patents. The Parties shall meet  regularly throughout the Term of this Development Agreement to determine whether or not licenses to Third Party Patents are needed to  perform or continue to perform the Work Plan and the next steps if such licenses are needed.

13.2 Governing Law. This Development Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota,  United States of America, disregarding its conflicts of law rules.

13.3 Assignment. Neither Party shall assign this Development Agreement or the obligations contained herein without the express written  consent of the other Party.

13.4 Waiver. The failure of either Party to insist in any one or more instances upon performance of any terms or conditions of this Development  Agreement, is not to be construed as a waiver of future performance of any such term, covenant, or condition, but the obligations of either  Party with respect thereto will continue in full force and effect. No waiver will be effective unless in writing and signed by the waiving  Party.

13.5 Amendment. No amendment, modification, or waiver of the terms of this Development Agreement shall be binding unless placed in writing  and duly executed by the Parties' authorized representatives.  13.6 Severability. All provisions contained herein are severable, and in the event any of them is held to be invalid by any competent court or  arbitrator, this Development Agreement is to be interpreted as if such invalid provision were not contained herein.

13.7 Survivability. Sections 4 (Confidentiality), 5 (Intellectual Property), 6 (WRF Patents), 7 (Warranties), 8 (Indemnification), 13.2 (Governing  Law), and 13.7 (Survivability) will survive the expiration or earlier termination of this Development Agreement.

13.8 Entire Agreement. This Development Agreement supersedes all previous understandings between Cargill and Bioamber concerning the  subject matter of this Development Agreement, including but not limited to the Term Sheet executed by the Parties on December 3, 2009  and December 4, 2009, and the Mutual Confidentiality Agreement between the Parties which was effective July 17, 2009, and, together with  its attachments, including the Commercial License Agreement attached hereto as Exhibit D executed concurrently with this Development  Agreement, contains the entire agreement between the parties with respect to the subject matter hereof, and may not be amended, modified,  or supplemented except in writing and signed by both Parties specifically referring to this Development Agreement and the Commercial  License Agreement.

13.9 Bioamber Non-Compete Commitment. Bioamber will not itself or with or through third parties engage in the development of biocatalysts  other than E. coli for the production of succinic acid or salts thereof, except for the development activities under the terms and conditions  of this Development Agreement. This obligation endures for the Term of this Development Agreement. Notwithstanding the above,  Bioamber shall be permitted to evaluate other biocatalysts, but shall not undertake development of such biocatalysts. The purpose of such  evaluations shall be to identify and eventually secure alternative technologies, in the event that the CB1 development program is not  successful. As such, Bioamber shall cease within 30 days any further funding and development of a biocatalyst, including but not limited  to the genetic modification or the optimization of fermentation conditions, when such biocatalyst has demonstrated the ability to produce  succinic acid at a concentration above [***] grams per liter. This restriction shall apply to any succinic acid biocatalyst other than E. coli,  be it a biocatalyst developed in-house, licensed-in, or under development at a third party lab that is funded by Bioamber or to which  Bioamber has secured a future right or right of first refusal through direct payment, in kind contribution, grant, gift, differed payment or  commitment to a future payment.





The Parties, through their authorized representatives, hereby agree to the terms and conditions of this Development Agreement.

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CARGILL, INCORPORATED  Bio Technology Development Center     BIOAMBER S.A.S.

/s/ Jack Staboch       /s/ Jean-François Huc Signature     Signature

VP BioTDC     Director General Title     Title

4/16/10     April 15, 2010 Date     Date





Exhibit A   Work Plan   Milestones

[***]

MILESTONE 1

[***]   Time to achieve: Month 12

MILESTONE 2

[***]   Time to achieve: Month 30

MILESTONE 3

[***]   Time to achieve: Month 42      Cargill Confidential   - 13 -   * Confidential treatment requested





Exhibit B   Cargill Patents and Patent Applications











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Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]





Exhibit C   Licensed Tool Kit

Basic Package   Content:











Additional Fee Option   Content:



   Cargill Confidential   - 15 -   * Confidential treatment requested

  •   [***]     •   [***]     •   [***]     •   [***]     •   [***]

  •   The price will be negotiated, but as of the Effective Date of this Agreement, the fair market value is base package price of US  $[***]

  •   Genome sequence of CB1, including assembly and annotations as is Cargill's state of the art at the time of the request.

  •   The price will be negotiated, but as of the Effective Date of this Development Agreement, the fair market value is price of US  $[***]





EXHIBIT D

COMMERCIAL LICENSE AGREEMENT      Cargill Confidential   - 16 -   * Confidential treatment requested





EXHIBIT E   Third Party Patents relating to the Work Plan

Third Party Patents relating to Modified Work Plan

   Cargill Confidential   - 17 -   * Confidential treatment requested

Publication number and title   Assignee [***]

Publication number and title   Assignee [***]





EXHIBIT F   Cargill's Guiding Principles















Cargill's Compliance Policy on Intellectual Property

[*** 2 pages omitted.]      Cargill Confidential   - 18 -   * Confidential treatment requested

  •   Cargill will comply with the laws of all countries to which it is subject.     •   Cargill will not knowingly assist any third party to violate any law of any country, by creating false documents or by any other means.     •   Cargill will not pay or receive bribes or participate in any other unethical, fraudulent, or corrupt practice.     •   Cargill will always honor all business obligations that it undertakes with absolute integrity.     •   Cargill will keep its business records in a manner that accurately reflects the true nature of its business transactions.

  •   Cargill managers and supervisors will be responsible that employees, consultants and contract workers under their supervision are  familiar with applicable laws and company policies and comply with them. Further, they will be responsible for preventing, detecting,  and reporting any violations of law of Cargill policies.     •   Cargill employees will not become involved in situations that create a conflict of interest between the company and the employee.     •   Every year, all Cargill employees sign an agreement to live these principles. 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
A:
Bioamber and Cargill agree to waive any and all claims against each other for consequential, punitive, incidental, special, or  other forms of "exemplary" losses whether arising in contract, warranty, tort (including negligence), strict liability, or otherwise, including  any losses relating to lost use, lost profits, lost business, damage to reputation, or lost or diminished financing unless such claims are  based on a Party's gross negligence or willful misconduct.