resulting
from the Preliminary Activities, jointly owned by Solazyme, Inc. and BGI.
"Product" means triglyceride oils *, manufactured through Microbe-Based
Catalysis.
"Reasonable Reserves" means reserves, in amounts set by the Board to operate the
Business, including (i) reasonable reserves for working capital, (ii) reasonable
reserves for future capital expenditures, including the expansion of existing
Plants and/or the construction of additional Plants and (iii) reserves required
by Applicable Law.
Exhibit A - Page 5
* Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
"Return on Equity" means net income divided by invested equity (i.e., net of
debt).
"Subsidiary" means, with respect to a first Person, any other Person Controlled
directly or indirectly by such first Person, wherein the term "Controlled", as
used in this definition, has the same meaning as used in the definition of
Affiliate.
"Technology" means all technical, scientific and other know-how and information,
trade secrets, knowledge, technology, means, methods, processes, practices,
formulas, instructions, skills, techniques, procedures, experiences, ideas,
technical help, designs, drawings, assembly procedures, computer programs,
apparatuses, specifications, data, results and other material, manufacturing
procedures, test procedures, and purification and isolation techniques (in each
case whether or not confidential, proprietary, patented or patentable) in
written, electronic or any other form now known or hereafter developed, and all
other discoveries, developments, inventions (in each case, whether or not
confidential, proprietary, patented or patentable), and tangible embodiments of
any of the foregoing, and all related intellectual property rights.
"Third Party" means any Person other than a member of the Solazyme Group, a
member of the Bunge Group or a JV Company, and their permitted successors and
assigns.
"Use Territory" means *.
Additional Definitions. Each of the following terms shall have the meaning
defined in the corresponding sections of this Agreement indicated below:
Term
Section Reference
Agreement
Preamble
Effective Date
Preamble
BGI
Preamble
Bunge Netherlands
Preamble
Bunge Brazil
Preamble
Bunge Group
Preamble
Solazyme, Inc.
Preamble
Solazyme Brazil
Preamble
Solazyme Group
Preamble
Company
Preamble
SB Oils
Preamble
JV Companies
Preamble
SBO Holdco
Preamble
Initial Plant
Recitals
Joint Venture
Recitals
Party
1.2
Dollar
1.2
Reais
1.2
Exhibit A - Page 6
* Certain information on this page has been omitted and filed separately with
the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
MT
1.2
Business
2.2(a)
Percentage Interest
3.2
Capital Contributions
4.1
Initial Solazyme Equity Commitment
4.1(a)(i)
Additional Solazyme Equity Commitment
4.1(a)(ii)
Initial Bunge Equity Commitment
4.1(b)(i)
Initial Equity Commitments
4.1(b)(i)
Additional Bunge Equity Commitment
4.1(b)(ii)
Additional Equity Commitments
4.1(b)(ii)
Capital Call
4.5
Estimated Tax Distributions
4.8(e)
Annual Tax Distribution
4.8(e)
Tax Distributions
4.8(e)
U.S. GAAP
4.9
Regulatory Allocations
5.4(d)
SB Oils Officers
6.1
Board
6.1
Key Managers
6.11
Secondees
6.11
Administrative Services
7.1(b)
R&D
7.2
Land
Commitment for Purchase and Sale
In Rem Right
7.6(a)
7.6(a)
7.6(b)
Initial Business Plan
7.9(b)
Initial Annual Budget
7.9(b)
Section 8.3(a) Notice
8.3(a)
Section 8.3(a)(ii) Notice