Exhibit 10.2
SOLAZYME DEVELOPMENT AGREEMENT
This Solazyme Development Agreement ("Agreement") is entered into as of
March 30, 2012 (the "Effective Date"), by and among Solazyme Bunge Renewable
Oils Coöperatief U.A., a Netherlands Cooperative with a place of business at 225
Gateway Boulevard, South San Francisco, CA 94080 (the "Company"), Solazyme Bunge
Produtos Renováveis Ltda., a Brazilian limitada with a principal place of
business at Fazenda Moema, s/n, Zona Rural, Orindiúva, São Paulo, 15480-000,
Brazil ("SB Oils", and together with the Company, each a "JV Company" and
collectively, the "JV Companies"), Solazyme, Inc., a Delaware company with a
principal place of business at 225 Gateway Boulevard, South San Francisco, CA
94080 ("Solazyme, Inc.") and Solazyme Brasil Óleos Renováveis e Bioprodutos
Ltda., a Brazilian limitada with a principal place of business at Avenida Pierre
Simon de Laplace, 751 - Campinas/SP, CEP 13063-32, Brazil ("Solazyme Brazil",
and collectively with Solazyme, Inc. and its Affiliates, the "Solazyme Group").
W I T N E S S E T H:
WHEREAS, the Bunge Group is a global processor of soybeans, rapeseed, canola,
sunflower seeds, corn, wheat, sugar cane and other agricultural commodities used
to make products and ingredients with numerous applications;
WHEREAS, the Solazyme Group is engaged in the renewable oil and bioproducts
business, with expertise and intellectual property in the area of the use of
microbes as biocatalysts for converting carbon sources into lipids in
non-photosynthetic processes;
WHEREAS, Solazyme Brazil is an Affiliate of Solazyme, Inc., through which
Solazyme, Inc. conducts its business in Brazil;
WHEREAS, certain members of the Bunge Group have access to feedstock, such as
sugar cane, that could be useful in conjunction with the Solazyme Group's
microbial biotechnology to develop and commercialize Products manufactured in
the Manufacturing Territory for use in the Field in the Use Territory;
WHEREAS, Solazyme, Inc. and Bunge Global Innovation, LLC ("BGI") have entered
into a Joint Development Agreement dated May 2, 2011 (the "Joint Development
Agreement"), wherein Solazyme, Inc. and BGI have agreed to engage in joint
research and development to explore the feasibility of the production of lipid
rich biomass from Brazilian sugar cane feedstock as further set forth in the
Joint Development Agreement;
WHEREAS, on the date hereof, certain members of the Solazyme Group and certain
members of the Bunge Group entered into a Joint Venture Agreement (the "Joint
Venture Agreement") and certain ancillary agreements to establish, through the
JV Companies, a joint venture to construct a production facility (the "Initial
Plant"), operate the Initial Plant and produce Products in the Manufacturing
Territory for use in the Field in the Use Territory (the "Joint Venture");
WHEREAS, subject to the terms and conditions set forth herein, Solazyme, Inc.
and Solazyme Brazil wish to license to the Company, and the Company wishes to
sublicense to SB Oils, certain Technology of Solazyme, Inc. and Solazyme Brazil
that is necessary or useful for the conduct of the business of the Joint
Venture; and
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WHEREAS, Solazyme, Inc. desires to provide certain research and development, and
technical support