UT-Battelle Reference #: PLA 1562

UC-A Reference #: IPA 0749

SOLE COMMERCIAL FIELD OF USE PATENT

LICENSE AGREEMENT

This Exclusive Commercial Patent License Agreement (Agreement) is between UT-Battelle, LLC (UT-Battelle), a Tennessee non-profit limited liability company, UChicago Argonne, LLC (UC-A), an Illinois non-profit limited liability company, and DNP Green Technology, INC, a Delaware Corporation with a principle place of business located at 1250 Rene-Levesque West, Suite 4110, Montreal QC, Canada, H3B 4W8 (“Licensee”), hereinafter referred to singly as the “Party” or jointly as the “Parties.” UT-Battelle and UC-A hereinafter referred to jointly as “Licensors.”

ARTICLE 1

BACKGROUND

1.1 UT-Battelle manages and operates the Oak Ridge National Laboratory under its Prime Contract No. DE-AC05-00OR22725 with the United States Department of Energy (“DOE”), an agency of the United States Government.

1.2 UC-A manages and operates the Argonne National Laboratory under its Prime Contract No. DE-AC02-06CH11357 with the DOE;

1.3 Licensee and Licensors entered into a Sole Commercial Patent License Agreement PLA-183 dated May 23, 1996 and amendments A-E thereto (the “PLA-183, IPA 0280 License”).

1.4 Licensee and Licensors entered into Sole Commercial Patent License PLA-251, IPA -285 dated July 10, 1998 and amendments A-B thereto (the “PLA-251, IPA -285 License”).

1.5 Licensee and Licensors desire to cancel the PLA-183 IPA 0280 License and the PLA-251 IPA -285License, and enter into this new Agreement, which is intended to grant to Licensee certain rights in all of the patents originally licensed under the PLA-183, IPA 0280 License and the PLA-251, IPA 0285 License.

1.6 This Agreement specifically includes Exhibit A, LICENSED PATENTS, Exhibit B, TERM SHEET & FINANCIAL OBLIGATIONS, and Exhibit C, DEVELOPMENT AND COMMERCIALIZATION PLAN, which are attached.

1.7 Except as provided in Article 8, the license will run through the Term of this Agreement.

1

* Confidential treatment requested

ARTICLE 2

DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below:

2

* Confidential treatment requested

3

* Confidential treatment requested

ARTICLE 3

GRANT

3.1 Licensors grant to Licensee, and Licensee accepts for the Term of this Agreement, a sole commercial license under the Licensed Patents to make, have made, use, offer to sell, sell, Dispose of, and import (subject to 6.1) the Licensed Products in the Field of Use.

3.2 Licensee’s exclusive commercial license is subject to, and will in no way restrict, the Government’s License Rights.

3.3 Licensee’s exclusive license is subject to, and will in no way restrict, the march-in rights of the Government pursuant to 35 USC 203.

3.4 Licensors retain the right to grant non-commercial licenses in the Field(s) of Use but solely for academic and research purposes.

3.5 Licensors may, in their sole discretion, grant licenses to the Licensed Patents outside the Field(s) of Use.

3.6 Licensee acknowledges that no license is granted or implied under, and expressly agrees not to make, have made, use, offer to sell, sell, Dispose of, and import the Licensed Products outside the Field of Use. Licensee agrees that making, having made, using, offering to sell, selling, Disposing of, and importing the Licensed Products outside the Field of Use is a breach of this Agreement and is an infringement of the Licensed Patents.

3.7 The license granted to Licensee herein shall extend to a Subsidiary only after Licensor has received written notice from the Subsidiary that they assume the same terms, conditions, and obligations of this Agreement as imposed on Licensee hereunder. Any license granted to Subsidiary under this Agreement shall terminate on the date Subsidiary ceases to be a subsidiary of Licensee or upon termination of the licenses granted in this Agreement, whichever occurs earlier. Licensee shall be liable for any breach of this Agreement by Subsidiary, to the same extent that Licensee would be liable if Licensee committed the breach.

3.8 This grant includes the right for Licensee to enter into the Bioamber Sublicense that is consistent with terms of this Agreement and for Bioamber to approve Sublicenses that are consistent with the terms of this Agreement. Licensee agrees that no Sublicenses will contain the right to sublicense the Licensed Patents.

4

* Confidential treatment requested

ARTICLE 4

CONSIDERATION AND FINANCIAL OBLIGATIONS

4.1 As consideration for the License, Licensee agrees to comply with the provisions of this Agreement, to pay all fees, Running Royalties, Minimum Annual Royalties, Patent Costs, and all other consideration within the time periods and as otherwise specified in this Agreement for the Term, and to satisfy the requirements of the Commercialization Plan set forth in Exhibit C. Prompt payment of all amounts due to Licensors and satisfaction of the Commercialization Plan requirements are material to this Agreement.

4.2 Licensee shall pay to Licensor a Running Royalty on Direct Production in the amount specified in Exhibit B. Accounting Periods and due dates for Running Royalties are also specified in Exhibit B.

4.3 Licensee shall pay a minimum royalty for each Accounting Period, the amounts and due dates of which are specified in Exhibit B (“Minimum Annual Royalty”). The Running Royalties and Sublicensing Royalties for each Accounting Period shall be credited against the Minimum Annual Royalty payable for each corresponding Accounting Period.

4.4 Licensee will reimburse Licensors for all Patent Costs within thirty (30) days of submission of the proof of costs incurred by Licensors. If Licensee elects to discontinue reimbursement of Patent Costs of any patent or patent application, then that patent or patent application will be excluded from the Licensed Patents, and all rights relating to that patent or patent application will revert to Licensors and may be freely licensed by Licensors to others.

4.5 All payments will be made to Licensors in U.S. dollars by wire transfer in accordance with the following wire instructions, unless and until written notice is provided by Licensors of a change in the wire instructions:

[***]

4.6 Licensee and Bioamber will owe no Running or Sublicensing Royalties on any production of Licensed Products or Dispositions of Licensed Products using Government funds, including funds derived through a Military Assistance Program of the Government or otherwise derived through the Government, because of the Government’s License Rights. Licensee and Bioamber will report all such production of Licensed Products or such Dispositions by providing a Government control number and identification of the Government agency in the written report for the pertinent Accounting Period.

5

* Confidential treatment requested

4.7 In the event that Licensee fails to make any payment due to Licensors within the time period prescribed for such payment under this Agreement, then the unpaid or overdue amount will bear interest at the rate of one and one half percent (1.5%) per month from the date when payment was due until payment in full, with interest, is made. In addition, Licensee agrees to reimburse Licensors for any costs or expenses, including attorney’s fees, incurred by Licensors in collection of such overdue payments.

ARTICLE 5

SUBLICENSES

5.1 Licensee is solely responsible for ensuring that the terms of the Bioamber Sublicense and of all Sublicenses are consistent with the terms of this Agreement. Licensee agrees that entering into a Bioamber Sublicense or a Sublicense that includes terms that are inconsistent with the terms of this Agreement is a material breach of this Agreement. Licensee agrees that approving the Bioamber Sublicense or a Sublicense that includes terms or conditions that are inconsistent with the terms and conditions of this Agreement is a material breach of this Agreement.

5.2 Effective on the date of termination of this Agreement, for any reason, prior to the end of the Term, Licensee hereby assigns to Licensors those of its rights, title and interest under the Bioamber Sublicense that is in effect on the date of termination that relate to the Licensed Patents, including the right to receive the portion of the income from Bioamber that relates to the Licensed Patents, and Licensors undertake to respect the terms of the Bioamber Sublicense entered into by Licensee as though Licensors themselves had contracted directly with Bioamber, in accordance with the terms of the Bioamber Sublicense so long as Bioamber respects the terms of the Bioamber Sublicense. Licensee shall include notification of this provision in the Bioamber Sublicense.

5.3 Effective on the date both the Bioamber Sublicense and this Agreement are terminated for any reason, prior to the end of their respective terms (the “Joint Termination Date”), and that any Sublicensee is not then in default under the terms of the Sublicense to which it is a party, then Licensee hereby assigns and shall cause Bioamber to assign to Licensors those of their rights, title and interest under any such Sublicense, the Bioamber Sublicense and this Agreement that are in effect on the Joint Termination Date that relate to the Licensed Patents, including the right to receive the portion of the income from the Sublicense that relates to the Licensed Patents, and Licensors undertake to respect the terms of any such Sublicense as though Licensors themselves had contracted directly with such Sublicensee, in accordance with the terms of any such Sublicense so long as any such Sublicensee respects the terms of its Sublicense. Licensee shall cause Bioamber to include notification of this provision in all Sublicenses.

6

* Confidential treatment requested

5.4 Licensee hereby agrees that each Sublicensee will have to be pre-approved in writing by Licensors, and that such approval by Licensors may only be refused if the proposed Sublicensee is a Restricted Entity. It is also agreed that Licensors may subsequently reject any possible application of the provisions of this Section 5.2 in the event that Bioamber or any Sublicensee become a Restricted Entity.

5.5 Licensee will provide a copy of the Bioamber Sublicense granted by Licensee, and a copy of each Sublicense granted by Bioamber, to Licensors within thirty (30) days of the execution of each sublicense.

5.6 Subject to Article 9, Licensee must enforce the Bioamber Sublicense and Sublicenses at its cost. The Licensee will be responsible for the acts or omissions of Bioamber and of Sublicensees. The Bioamber Sublicense granted by the Licensee and each Sublicense granted by Bioamber will include an audit right by Licensee of the same scope as provided to Licensors in Article 7 of this Agreement and will include Licensee’s right to enforce the Licensed Patents as provided in Article 9.

5.7 Licensee will require Bioamber and Sublicensees (a) to keep records and submit reports to Licensee of the same type and for the same Accounting Periods as required of Licensee in Article 7 of this Agreement, and (b) to submit to Licensee, at the same time Licensee is required to submit a written report under Article 7 of this Agreement to Licensors, a report of all uses and Licensed Products produced and the amount of payments made to Licensee in connection with such use uses and Licensed Products produced.

5.8 Bioamber will not grant to Sublicensees the right to grant sublicenses under the Licensed Patents.

ARTICLE 6

CONDITIONS OF GRANT

6.2 Licensee will mark all Licensed Products in accordance with the statutes of the United States relating to marking of patented articles, see 35 U.S.C. § 287. Licensee is responsible for ensuring that this marking requirement is included in the Bioamber Sublicense granted by Licensee and in all Sublicenses. Any such marking may indicate that Licensee has a license from Licensors. Otherwise, Licensee is prohibited from using Licensors’ name or the name “Oak Ridge National Laboratory” and “Argonne National Laboratory” and “United States Department of Energy” in any such marking or any advertising, promotion or commercialization of Licensed Products without written approval of Licensors.

7

* Confidential treatment requested

6.3 The rights and licenses granted by Licensors in this Agreement are personal to Licensee and may not be assigned or otherwise transferred in whole or in part except as may be otherwise permitted by the terms of this Agreement. If Licensee merges or is otherwise acquired by another entity that acquires substantially all of Licensee’s business assets that relate to this Agreement, then Licensee may assign its rights and obligations under this Agreement to the merging or acquiring entity, effective on the date the merger or acquisition becomes effective, without any approval of the Licensors, provided that all the following requirements have been satisfied in advance of the merger or acquisition:

6.3.1 Licensee notifies Licensors within forty-five (45) calendar days prior to said merger or acquisition;

6.3.2 Licensors approve the other parties involved in such transaction, it being understood that such approval by Licensors may only be refused if any such other party is a Restricted Entity;

6.3.3 Licensee shall have paid all Running Royalties, Minimum Annual Royalties, Sublicensing Royalties, fees and payments due Licensors; and

6.3.4 The merging or acquiring entity has agreed to comply with the terms and conditions of this Agreement.

6.4. Licensee will not pledge its rights under this Agreement for any reason, including as security to obtain financing, without the prior written approval of Licensors. The Parties agree that any such pledge by Licensee without such approval by Licensors will be an automatic, material and incurable breach of the Agreement resulting in termination of the Agreement effective as of the date of the attempt by Licensee to make such pledge.

6.5. Licensee hereby agrees that, in the event Licensee, by its own actions, or the action of any of its shareholders or creditors, files or has filed against it a case under the Bankruptcy Code of 1978, as previously or hereafter amended, Licensors shall be entitled to relief from the automatic stay of Section 362 of Title 11 of the U.S. Code, as amended, to pursue any rights and remedies available to it under the License. Licensee hereby waives the benefits of such automatic stay and consents and agrees to raise no objection to such relief.

8

* Confidential treatment requested

ARTICLE 7

RECORDS, REPORTS, AND ROYALTY PAYMENTS

7.1 Licensee will keep and make available and will cause Bioamber to keep and make available to Licensors for audit, inspection and copying by Licensors or its designee, including an accounting firm, adequate and sufficiently detailed records to enable Licensee’s financial obligations, including obligations incurred as a result of sublicensing in accordance with Article 5, required under this Agreement to be easily determined. Licensee will maintain and will cause Bioamber to maintain these records for a period of three (3) years after the end of the last Accounting Period to which the records refer. In the event an examination of Licensee’s or Bioamber’s records reveals an underpayment of more than 5% of the accurate Running or Sublicensing Royalty amount for any Accounting Period, Licensee will pay all costs incurred by Licensors related to the examination of records in addition to paying the Royalty balance due.

7.2. Licensee will provide Licensors a written report for each Accounting Period during the Term of this Agreement, no later than sixty (60) days after the end of each Accounting Period, which identifies for such Accounting Period:

(a) the quantity of Succinic Acid Equivalent;

(b) the Sublicensing Revenues;

(c) the total amount of Running Royalties, Minimum Annual Royalties, and Sublicensing Royalties due to Licensors; and

(d) If Bioamber executes a Sublicense with DNP Green or a Subsidiary,

1)The Running Royalties for the specific Sublicense

2)The Sublicensing Royalties for the specific Sublicense.

7.3 Licensee will submit a written report to Licensors within thirty (30) days after the date of any termination or expiration of this Agreement which contains the same information required in 7.2 above for Licensed Products produced prior to such expiration or termination that were not previously reported to Licensors. At the time this report is submitted, Licensee will pay to Licensors all Running Royalties and any other consideration due Licensors.

ARTICLE 8

BREACH AND TERMINATION

8.1 This Agreement may be terminated by either Party for any material breach of the Agreement by the other Party. Such termination will be effective sixty (60) days after written notice specifying the breach to the other Party. If the specified breach is cured before the effective date of termination, the Agreement will not be terminated.

9

* Confidential treatment requested

8.2 In the event Licensee either (a) fails to make payment to Licensors of Running Royalties or other consideration in accordance with this Agreement or (b) fails to satisfy the requirements of the Commercialization Plan in Exhibit C, Licensors may, at its sole discretion, subject to Paragraph 8.1, terminate this Agreement with respect to specified Licensed Patents. There will be no reduction in any of the payments due from Licensee, including but not limited to Running Royalties and Minimum Annual Royalties.

8.3 In addition to termination, in the event of a material breach by Licensee or Licensors, Licensors or Licensee, as the case may be, may pursue any rights and remedies available to it by law.

8.4 This Agreement will not be terminated for any breach that is the result of an act of God, acts or omissions of any government or agency thereof, compliance with rules, regulations, or orders of any governmental authority or any office, department, agency, or instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the public enemy or terrorism, war, rebellion, insurrection, riot, sabotage, invasion, quarantine, restriction, transportation embargoes, or failures or delays in transportation.

8.5 The rights and remedies granted herein, and any other rights or remedies which the Parties may have, either at law or in equity, are cumulative and not exclusive of others.

8.6 Neither Party will be relieved of any obligation or liability under this Agreement arising from any act or omission committed prior to the termination date. Upon termination, Licensee will execute any documents necessary to achieve the transfer to Licensors of all rights to which Licensors may be entitled under this Agreement.

8.7 This Agreement will terminate automatically upon a final adjudication of invalidity, unenforceability, or the extinguishment of all Licensed Patents, for any reason.

8.8 Annual minimum, sublicensing royalties, and running royalty rates will all double if Licensee or Bioamber or any Sublicensee contests the validity or enforceability of any Licensed Patent, or requests reexamination of any Licensed Patent.

8.9 Expiration or termination of this Agreement will be without prejudice to any rights that may have accrued to the benefit of a Party prior to such expiration or termination.

10

* Confidential treatment requested

ARTICLE 9

INFRINGEMENT

9.1 Licensee will notify Licensors in writing of any suspected infringement of the Licensed Patents in the Field of Use, and each Party will inform the other of any evidence of such suspected infringement within a reasonable time of obtaining such evidence.

9.2 Licensors will have the right during the term of this Agreement to institute, prosecute, and settle at its own expense suits for infringement of the Licensed Patents for any infringement occurring within the Field of Use, and if required by law, Licensee will join as party plaintiff in such suit. Where such suit is brought by Licensors, Licensors will be entitled to retain all damages and any other consideration recovered at successful conclusion of the suit, after having reimbursed the Licensors and the Licensee for any cost incurred in such suit (including compensation for the time and expenses of any Licensee’s personnel involved in the suit), such reimbursement being made on a prorated basis in the event such damages and other consideration are not sufficient to cover the costs incurred by both the Licensors and the Licensee.

9.3 In the event Licensors decides not to bring any such suit, Licensors will so notify Licensee and Licensee may bring such suit provided that (1) there are no other licensees of any of the Licensed Patents and (2) Licensors has not commenced suit for enforcement of the Licensed Patents pursuant to 9.4 below. Settlement of any suit brought by Licensee will require the consent of Licensors and Licensee, which neither will unreasonably withhold from the other, and any settlement amount or recovery for damages will be applied as follows: (i) first, to reimburse the Parties for their expenses in connection with the litigation, including compensation for the time and expenses of any Licensors and Licensee’s personnel involved in the suit in accordance with an agreement entered into between the Parties before such suit is brought, and (ii) second, the Parties will share any monies remaining in accordance with an agreement entered into between the Parties before such suit is brought.

9.4 Licensors will have the right in its absolute discretion during the Term of this Agreement to commence suits for infringement of the Licensed Patents for any infringement outside the Field of Use.

9.5 Notwithstanding the pendency of any infringement or other claim or action by or against Licensee, Licensee will have no right to reduce, terminate, suspend or escrow payment of any amounts required to be paid to Licensors pursuant to this Agreement.

11

* Confidential treatment requested

ARTICLE 10

REPRESENTATIONS AND WARRANTIES

10.1 Licensee represents and warrants that it will not export any technical information, or the direct product thereof, furnished to Licensee, either directly or indirectly by Licensors in the grant of license to the Licensed Patents, from the United States of America, directly or indirectly without first complying with all requirements of the Export Administration Regulations, including the requirement for obtaining any export license, if applicable.

10.2 Licensee will indemnify, defend and hold harmless Licensors, DOE, their respective members, officers, directors, agents, employees, and persons acting on their behalf, (“Indemnitees”) from liability involving the violation of such export regulations, either directly or indirectly, by Licensee, Bioamber and Sublicensees.

10.3 Licensee acknowledges it may be subject to criminal liability under U.S. laws for Licensee’s failure to obtain any required export license.

10.4 Subject to Article 9, Licensee agrees to indemnify and hold harmless Indemnitees from and against any and all liabilities, penalties, fines, forfeitures, claims, demands, causes of action, damages, and costs and expenses (including the costs of defense, prosecution and/or settlement, including, but not limited to, attorney’s fees), caused by, arising out of or related to, in whole or in part, Licensee’s and/or Bioamber’s and/or Sublicensee’s exercise of rights under this Agreement or any other action or inaction relating to Licensed Patents or Licensed Products, including, but not limited to, claims or demands of product liability, personal injury, death, damage to property or violation of any laws or regulations, except for those arising from Licensors’ gross negligence.

10.5 Licensors represents that it has the right to grant all of the rights granted herein, except as to such rights as the Government of the United States of America may have or may assert.

ARTICLE 11

DISCLAIMERS

11.1 NEITHER LICENSORS, DOE, NOR PERSONS ACTING ON THEIR BEHALF WILL BE RESPONSIBLE FOR ANY INJURY TO OR DEATH OF PERSONS OR OTHER LIVING THINGS OR DAMAGE TO OR DESTRUCTION OF PROPERTY OR FOR ANY OTHER LOSS, DAMAGE, OR INJURY OF ANY KIND WHATSOEVER RESULTING FROM LICENSORS’ GRANT OF LICENSE TO LICENSEE UNDER THIS AGREEMENT.

11.2. ALL LICENSED PATENTS, INFORMATION, MATERIALS OR SERVICES FURNISHED UNDER OR WITH THIS AGREEMENT (“DELIVERABLES”) ARE PROVIDED ON AN “AS IS” BASIS. NEITHER LICENSORS, DOE, NOR PERSONS ACTING ON THEIR BEHALF MAKE ANY

12

* Confidential treatment requested

REPRESENTATIONS, OR EXTEND ANY WARRANTIES, EITHER EXPRESS OR IMPLIED: (a) WITH RESPECT TO THE VALIDITY OF THE LICENSED PATENTS; (b) WITH RESPECT TO THE MERCHANTABILITY, ACCURACY, COMPLETENESS, FITNESS FOR USE OR USEFULNESS OF ANY DELIVERABLES; (c) THAT THE USE OF ANY SUCH DELIVERABLES WILL NOT INFRINGE PRIVATELY OWNED RIGHTS; (d) THAT THE DELIVERABLES WILL NOT RESULT IN INJURY OR DAMAGE WHEN USED FOR ANY PURPOSE; (e) THAT THE DELIVERABLES WILL ACCOMPLISH THE INTENDED RESULTS OR ARE SAFE FOR ANY PURPOSE, INCLUDING THE INTENDED OR PARTICULAR PURPOSE; OR (f) WITH RESPECT TO USE, OR DISPOSITION BY LICENSEE OR BIOAMBER OR ITS SUBLICENSEES, VENDEES, OR OTHER TRANSFEREES OF LICENSED PRODUCTS INCORPORATING OR MADE BY USE OF (1) INVENTIONS LICENSED UNDER THIS AGREEMENT OR (2) INFORMATION, IF ANY, FURNISHED UNDER THE AGREEMENT. FURTHERMORE, LICENSORS AND DOE HEREBY SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY LICENSED PRODUCTS RESULTING FROM LICENSORS’ GRANT OF LICENSE HEREUNDER. IT IS AGREED THAT NEITHER LICENSORS NOR DOE WILL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES IN ANY EVENT. LICENSEE, BIOAMBER AND ITS SUBLICENSEES WILL MAKE NO WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF LICENSORS OR THE DOE.

13

* Confidential treatment requested

ARTICLE 12

GENERAL

12.1 All notices and reports will be addressed to the Parties as follows:

If to Licensors:

Business Manager, Partnerships Directorate

UT-Battelle, LLC

One Bethel Valley Road

Oak Ridge, Tennessee 37831-6196

Facsimile: (865) 574-4150

Phone: [***]

Email: [***]

With a copy to:

Attn: Director, Office of Technology Transfer

UChicago Argonne. LLC

9700 S. Cass Avenue

Argonne, IL 60439

Facsimile: (630) 252-5230

Phone: [***]

Email: [***]

If to Licensee:

DNP Green Technology, Inc

1250 Rene-Levesque West, Suite 4110

Montreal, Quebec, Canada

H3B 4W8

Care of: Dr. Laurent Bernier, Vice-President

Facsimile: (514) 844-1414

Phone: (514) 844-8000 ext. [***]

E-Mail: [***]

With a copy to:

Boivin Desbiens Senecal, g.p.

2000, McGill College Avenue, Suite 2000

Montreal, Quebec, Canada

H3A 3H3

Care of: Mr. Thomas Desbiens

Facsimile: (514) 844-5836

Phone: [***]

E-Mail: [***]

14

* Confidential treatment requested

12.2. Any notice, report or any other communication required to be given will be in writing and delivered either: (a) personally, (b) by express, registered or certified first-class mail, (c) by commercial courier, (d) by facsimile with machine confirmation of transmission, or (e) by email.

12.3 The failure of either Party to enforce a provision of this Agreement or to exercise any right or remedy will not be a waiver of such provision or of such rights or remedies or the right of the Parties thereafter to enforce each and every provision, right or remedy.

12.4 This Agreement may be amended or modified only by a written instrument signed by all Parties.

12.5 The determination by a Court of competent jurisdiction that any part, term, or provision of this Agreement is illegal or unenforceable, will not affect the validity of the remaining provisions of this Agreement.

12.6 Licensors may assign this Agreement and all rights, duties and obligations hereunder, to DOE or a successor contractor to Licensors, as may be required under its prime contract with DOE.

12.7 This Agreement will be construed according to the laws of the State of Tennessee and the United States of America and in the English language. Any action brought to enforce any provision or obligation hereunder will be brought in the Federal District Court for the Eastern District of Tennessee. However, if jurisdiction is not found in Federal Court, actions will be brought in Tennessee in either Knox, Roane, or Anderson County Court.

12.8 This Agreement is solely for the benefit of the Parties, represents the entire and integrated agreement between the Parties, and supersedes all prior negotiations, representations, and agreements, either written or oral, including the Sole Commercial Patent License Agreement (ORNL License #183/ANL License IPA 0280) dated May 23, 1996 and amendments thereto, and the Sole Commercial Patent License Agreement (ORNL License #251/ANL License IPA 0285) dated April 20, 1998 and amendments thereto. This Agreement, and each and every provision thereof, is for the exclusive benefit of Licensors and Licensee and not for the benefit of any third party, except to the extent expressly provided in the Agreement.

15

* Confidential treatment requested

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement of be executed in duplicate originals by its duly authorized officers or representatives.

LICENSEE

16

* Confidential treatment requested

17

* Confidential treatment requested

EXHIBIT B: TERM SHEET & FINANCIAL OBLIGATIONS

[***] for Succinic Acid Equivalent calculated annually based on the applicable Accounting Period, payable within sixty (60) days of the end of each Accounting Period. In the event that the Licensee or a Subsidiary is granted a Sublicense by Bioamber, then the Running Royalty payable in respect of such Sublicense will be the greater of (i)  [***] for the applicable Succinic Acid Equivalent attributable to such Sublicense calculated annually based on the applicable Accounting Period, or (ii)  [***] attributable to such Sublicense calculated annually based on the applicable Accounting Period.

If the Running Royalties plus Sublicensing Royalties received by Licensors in each said Accounting Period during the term of this Agreement shall not equal the Minimum Annual Royalty amount shown below, then Licensee shall pay the difference between the amount of actual royalties paid and the Minimum Annual Royalty within sixty (60) days of the end of each Accounting Period.

[***] calculated annually based on the applicable Accounting Period, payable within sixty (60) days of the end of each Accounting Period. [***]

18

* Confidential treatment requested

N O T I C E

This Exhibit contains financial and commercial information that is BUSINESS SENSITIVE and the Parties hereby agree not to use or disclose this Exhibit to any third party without the advance written approval of the other Party, except: (1) to those necessary to enable the Parties to perform under this Agreement; (2) as may be required by the UT-Battelle and UC-A Prime Contract with the DOE under the same restrictions as set forth herein; or (3) in event of breach of any provision of this Agreement by either Party, to those deemed necessary by the non-breaching Party to enforce the non-breaching Party’s rights under the Agreement.

19

* Confidential treatment requested

EXHIBIT C: DEVELOPMENT AND COMMERCIALIZATION PLAN

Licensee agrees to invest in the development of technology and market for Products by committing Licensee’s resources, at a minimum, to the following requirements:

[***]

[***]

[***]

Progress and substantiation of Licensee meeting these requirements will be provided to Licensors in the form of a written report to be presented at a meeting between the Parties to be held at the mutual convenience of said Parties but no later than the first anniversary and each anniversary thereafter of the effective date thereof.

N O T I C E

This Exhibit contains financial and commercial information that is BUSINESS SENSITIVE and the Parties hereby agree not to use or disclose this Exhibit to any third party without the advance written approval of the other Party, except: (1) to those necessary to enable the Parties to perform under this Agreement; (2) as may be required by the UT-Battelle and UC-A Prime Contract with the DOE under the same restrictions as set forth herein; or (3) in event of breach of any provision of this Agreement by either Party, to those deemed necessary by the non-breaching Party to enforce the non-breaching Party’s rights under the Agreement.

20

* Confidential treatment requested

Exhibit 10.32

EXCLUSIVE DISTRIBUTORSHIP AGREEMENT

THIS AGREEMENT (this “ Agreement ”) is made and entered into this 9th day of April 2010.

BETWEEN:

Hereinafter, Bioamber and Mitsui are individually called the “ Party ” and collectively called the “ Parties .”

WHEREAS:

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

Subject to the terms and conditions set out herein, Bioamber appoints Mitsui as its exclusive distributor of the products specified below (the “ Products ”) within the territory set out below (the “ Territory ”), and Mitsui accepts such appointment.

Products: Bio-based succinic acid and derivatives thereof which are manufactured by Bioamber at Bioamber’s demonstration plant located in Pomacle, France with the production capacity of approximately two thousand (2,000) metric tons per year as of the date of this Agreement.

Territory: Asia-Pacific, being comprised of the countries and territories listed at Exhibit A attached hereto, which forms an integral part hereof.

1

The prices for the Products to be supplied in each shipment under this Agreement (the “ Price ”) shall be specified in the Individual Contracts.

2

Payment of the Price by Mitsui to Bioamber shall be made in Euros by telegraphic transfer to such bank account as designated by Bioamber, within thirty (30) days after Mitsui’s receipt from Bioamber of all of the following documents in good order or after acceptance by Mitsui of the Products with respect to such payment, whichever comes later:

Title to and risk of loss of or damage to the Products shall be transferred from Bioamber to Mitsui at the time when the Products have passed ship’s rail of carrying vessel at the loading port in France.

3

4

then, subject to the limitations provided in Section 9 hereof, Bioamber shall defend and hold Mitsui harmless from such claim and/or dispute and shall indemnify Mitsui from any costs, expenses, losses and damages sustained by Mitsui due to or in connection with such claim and/or dispute up to the limitations defined under section 12 hereinafter.

Notwithstanding anything stated herein, neither Party shall be liable to the other Party for loss of profit, for loss of contract or business opportunity, or for any indirect, consequential, special or exemplary damages of any kind or nature whatsoever, howsoever caused, incurred by the other Party or any third party, whether in an action in contract, tort or otherwise.

In any event any Bioamber liability arising out of or in connection with this Agreement shall never be more than three (3) million Euros per civil year during which any claim was notified to Bioamber and shall never be more than three (3) million Euros per occurrence.

5

In any event, except otherwise expressly agreed by the Parties, this subsection 13.2 shall not survive after June 30 ^th , 2013.

6

Any commercial, technical or other information of a confidential nature received or obtained by any Party (“ Receiving Party ”) from the other Party (“ Disclosing Party ”), which shall be conspicuously marked by such Disclosing Party as “Confidential” (the “ Confidential Information ”), shall be treated as strictly confidential. The Receiving Party shall not, without the prior written consent of the Disclosing Party, disclose the Confidential Information to any person, firm or company except for its employees, advisors and agents having need to know the Confidential Information, provided that the Receiving Party shall ensure that such employee, advisor and agent shall observe the same obligations as those of the Receiving Party under this Article and shall not use the Confidential Information for any purpose other than those for which the same is furnished, except those which:

Neither this Agreement nor any right or obligation hereunder may be assigned by either Party without the other Party’s prior written consent.

No waiver by either Party of a breach of any one or more provisions in this Agreement to be performed by the other Party shall be construed as a waiver of a subsequent breach, whether of the same or any different provision.

7

Any amendment to this Agreement shall not be effective unless it is made in writing and signed by the duly authorized representatives of the Parties.

All notice, consents, requests and other communications hereunder shall be in writing in the English language and shall be deemed validly given (i) upon personal delivery in case of personal delivery or (ii) five (5) days after transmission in case of facsimile (if sent by facsimile, the said notice, consents, requests and communications shall be confirmed by registered mail or major international delivery services on the following business day) or after being sent in case of registered prepaid airmail letter or major international delivery services, to be served at the following addresses:

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives in duplicate as of the date first above written

8

9

10

Exhibit B

—Bioamber, a non registered tradename in the Territory;

The rights to use such tradename in certain countries and territories comprised in the Territory may be limited or non-available.

11

Exhibit 10.35

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 203.406

LICENSE AGREEMENT

This License Agreement (the “Agreement”), made and effective as of June 28, 2010 (the “Effective Date”), by and between E. I. du Pont de Nemours and Company, a Delaware corporation having its principal place of business at 1007 Market Street, Wilmington, Delaware 19898 (“DuPont”) and Bioamber S.A.S., a French corporation having its principal place of business at Route de Bazancourt, F-51110, Pomacle France (“Bioamber”). In this Agreement DuPont and Bioamber shall also be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, DuPont is has certain rights in certain U.S. patents, which patents are licensed to DuPont by [***], pertaining to the hydrogenation of organic acid feedstocks, including but not limited to succinic acid, in a fixed-bed reactor to produce 1,4 butanediol (“BDO”) and tetrahydrofuran (“THF”).

WHEREAS, DuPont is the owner of the Licensed Intellectual Property (as defined below);

WHEREAS, Bioamber is in the business of manufacturing succinic acid and derivative products used in a variety of applications; and

WHEREAS, Bioamber desires to obtain a sublicense under the aforementioned patents and a license to the Licensed Intellectual Property, all to produce BDO and THF from succinic acid according to the terms hereof, and DuPont is willing to grant such sublicense and rights to Bioamber.

NOW, THEREFORE, in accordance with the foregoing recitals and the rights and obligations specified herein, and for good and valuable consideration, the receipt of which is hereby recognized, DuPont and Bioamber agree as follows:

1.1. “Affiliate” means any corporation, firm, limited liability company, partnership or other entity that directly or indirectly Controls or is Controlled by or is under common Control with a Party to this Agreement, for so long as such Control-based relationship exists.

1.2. “Catalysts” mean those catalysts claimed in the Sublicensed Patents.

1.3. “Confidential Information” means information disclosed by a Disclosing Party hereunder when such is identified as the confidential information of the Disclosing Party. Tangible embodiments of information shall be deemed as “identified as confidential information” if clearly labeled as “Confidential” or “Proprietary” or with some other legend or marking indicating the confidential nature of the information. Information that is disclosed verbally or by other non-tangible disclosure to the Receiving Party shall be deemed as “identified as confidential information” if it is set forth by the Disclosing Party in a writing clearly labeled “Confidential” or “Proprietary” or with some other legend or marking indicating the confidential nature of the information, and the writing is delivered to the Receiving Party within fifteen (15) days of said verbal/non-written disclosure. Information disclosed verbally or by other non-written disclosure to the Receiving Party shall be treated as Confidential Information during the fifteen (15) day period following such disclosure.

1

* Confidential treatment requested

1.3.1. Information shall not be considered Confidential Information to the extent that any such information was (a) as of the date of disclosure to the Receiving Party, known to the Receiving Party and such knowledge can be substantiated by reasonable documentation; (b) as of the date of disclosure to the Receiving Party, disclosed in published literature or generally available to the public; (c) after the date of disclosure to the Receiving Party, disclosed in published literature or generally available to the public, other than by a breach by the Receiving Party of the obligations of confidentiality and non-use set forth in this Agreement; (d) developed by the Receiving Party independently from, and without exposure to, the information provided by the Disclosing Party; or (e) obtained by the Receiving Party from a third party without binder of secrecy, provided that such third party had no obligation of confidentiality to the Disclosing Party or any of its Affiliates relating to the Confidential Information.

1.3.2. Information disclosed hereunder shall not be deemed to be within the exceptions merely set forth in Section 1.3.1 merely because such information is embraced by more general knowledge in the public domain or in the Receiving Party’s possession. In addition, no combination of features shall be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the Receiving Party’s possession, but only if the combination itself and its principles of operation are in the public domain or in the Receiving Party’s possession.

1.3.3. For the purposes of Sections 1.3 through 1.3.3, inclusive, “information” includes, without limitation, all information relating to existing and potential inventions (whether or not reduced to practice), discoveries, know-how, technologies, reports, data, results, observations, computer programs, patent applications, hypotheses, research directions, developments, improvements, drawings, designs, specifications, methodologies, algorithms, formulas, protocols, strategic plans, business plans, business opportunities, draft and/or final regulatory filings, customers, potential customers, suppliers, markets, contracts, prices, products, personnel, strategies, policies, systems, procedures, information, processes, research, applications, methods of manufacture and any other information relating to the Disclosing Party or any of its Affiliates.

1.4. “Commercial Field” means the manufacture of Hydrogenation Products and the use, selling or otherwise transferring, offering for sale, and/or exporting of such Hydrogenation Products.

1.5. “Control” means ownership, directly or through one or more Affiliates, of fifty percent (50%) (or such lesser percentage which is the maximum allowed to be owned by a foreign entity in a particular jurisdiction) or more of the shares of stock entitled to vote for the election of directors in the case of a corporation, or fifty percent (50%) (or such lesser percentage which is the maximum allowed to be owned by a foreign entity in a particular jurisdiction) or more of the equity interests in the case of any other type of legal entity, or status as a general partner in any partnership, or any other arrangement whereby a Party controls or has the right to control the board of directors or equivalent governing body of a corporation or other entity.

1.6. “Delayed Rights Date” means May 1, 2011.

2

* Confidential treatment requested

1.7. “Development Period” means the period commencing on the Effective Date and ending on the earlier of (a) the five (5) year anniversary of the Effective Date, and (b) the date on which DuPont receives a written notice from Bioamber indicating that the Development Period has ended and Bioamber’s right of termination pursuant to Section 6.2 has terminated, provided that in no event shall the Development Period end prior to the Delayed Rights Date.

1.8. “Disclosing Party” means a Party disclosing its Confidential Information to a Receiving Party hereunder.

1.9. “DuPont Background Technology” means all inventions, know-how, technology, or other information related to the Sublicensed Patents that is owned by DuPont or which DuPont has the right to license as of the Effective Date.

1.10. “DuPont Indemnitees” means DuPont and its directors, officers, agents, employees, contractors, and representatives; DuPont’s Affiliates and their directors, officers, agents, employees, contractors, and representatives of DuPont’s Affiliates; and the successors, heirs and assigns of any of the foregoing.

1.11. “Exclusion Period” means the [***] year period commencing on the Effective Date and ending on the [***] year anniversary of the Effective Date.

1.12. “Hydrogenation” means the process of hydrogenating succinic acid as claimed in the Sublicensed Patents.

1.13. “Hydrogenation Products” means BDO and/or THF made from Hydrogenation.

1.14. “Improvements” means all inventions, know-how, technology, or other information discovered or developed by or for Bioamber during the Term related to the Sublicensed Patents to the extent that such inventions, know-how, technology, or other information is not incorporated in the DuPont Background Technology.

1.15. [***]

1.16. “Licensed Intellectual Property” means the information in the Technical Reports and the Technical Know-how.

1.17. “Patent Challenge” means a challenge to the validity, patentability, enforceability and/or non-infringement of any of the Sublicensed Patents or otherwise opposing any of the Sublicensed Patents.

1.18. “PTMEG” means polytetramethylene ether glycol.

1.19. “Receiving Party” means a Party receiving Confidential Information from the Disclosing Party hereunder.

1.20. “Representatives” means the directors, officers, employees, agents, contractors, and/or Affiliates of a Receiving Party to whom the Receiving Party needs to disclose Confidential Information in connection with the Parties’ performance under this Agreement.

1.21. “Research Field” means making research and development quantities of Hydrogenation Products and using such Hydrogenation Products for one’s own internal research purposes. For the purposes of this Agreement “research and development quantities” includes such amounts as would be used or produced in laboratory scale research projects, but does not include amounts used or produced in pilot study projects.

1.22. “Sublicensed Patents” means the United States patents presently licensed to DuPont by [***] and listed in Schedule A.

3

* Confidential treatment requested

1.23. “Technical Know-how” means the information in the responses to any consulting questionnaires provided pursuant to Section 2.9.1.

1.24. “Technical Reports” means the documents listed in Schedule B.

1.25. “Term” means the period starting on the Effective Date and ending on the fifteenth (15th) anniversary of the Effective Date.

1.26. “Third Party” means an entity other than DuPont or Bioamber. Third Parties include, without limitation, the Affiliates of the Parties.

2.1. Grant .

2.1.1. DuPont hereby grants the following rights to Bioamber solely within the Research Field: (a) a non-exclusive, worldwide sublicense, under the Sublicensed Patents to perform Hydrogenation, and (b) a non-exclusive, worldwide license, under the Licensed Intellectual Property to perform Hydrogenation. The sublicense and license granted in this Section 2.1.1 shall be effective as of the Effective Date.

2.1.2. DuPont hereby grants the following rights to Bioamber solely within the Commercial Field: (a) a non-exclusive, worldwide sublicense, under the Sublicensed Patents to perform Hydrogenation, and (b) a non-exclusive, worldwide license, under the Licensed Intellectual Property to perform Hydrogenation. The sublicense and license granted in this Section 2.1.2 shall be effective as of the Delayed Rights Date, provided that on the Delayed Rights Date Bioamber is in compliance with all the terms and conditions of this Agreement.

2.2. Sublicensing Rights .

2.2.1. As of the end of the Development Period, Bioamber shall have the right to sublicense the rights granted pursuant to Section 2.1.1 and/or 2.1.2 to Third Parties, subject to DuPont having the right to reject any potential sublicensee, and provided that any such Third Party agrees to abide by all the terms of this Agreement as they apply to Bioamber as a rights grantee hereunder. Bioamber shall grant no sublicenses during the Development Period other than sublicenses of the rights granted pursuant to Section 2.1.1 to allow Third Parties to assist Bioamber with the further development pursuant to Section 2.12.2.

a. Prior to the granting of any such sublicense, Bioamber will provide DuPont a written notice identifying the potential Third Party that Bioamber desires to sublicense and the scope of the rights Bioamber desires to sublicense to such Third Party.

b. DuPont shall have thirty (30) days from the receipt of such notice to provide a written notice to Bioamber rejecting such Third Party as a sublicensee. Failure by DuPont to provide such notice to Bioamber within the above-noted thirty (30) day period shall be deemed as DuPont having waived its right to reject such potential sublicensee to be granted rights of the scope set forth in the notice.

c. DuPont agrees to not exercise its right of rejection in a commercially unreasonable manner, and DuPont agrees not to reject a proposed sublicensee

4

* Confidential treatment requested

solely on the grounds that it is a competitor of DuPont. The fact that DuPont has rejected or failed to reject any potential sublicensee shall create no obligation on DuPont with respect to its right of rejection with respect to any other potential sublicensee presented by Bioamber.

d. In the event that DuPont fails to exercise its right of rejection hereunder and, DuPont shall incur no liability for the actions of Bioamber or any sublicensee as a result of DuPont allowing Bioamber to sub-license the rights granted pursuant to Section 2.1.1 and/or 2.1.2 to any Third Party, and Bioamber hereby indemnifies and hold DuPont harmless in the event of any such claim.

2.2.2. Provided that this Agreement is not terminated pursuant to any of Sections 6.2, 6.3.1, 6.3.2, 6.4, and or 6.5 through 6.5.2, inclusive, DuPont agrees that it shall grant a license granting such Third Party sublicensee the rights granted pursuant to Section 2.1.1 and/or 2.1.2 to those Third Parties having a valid sublicense to the rights granted pursuant to Section 2.1.1 and/or 2.1.2 on the date this Agreement is so terminated, provided that any such Third Party sublicensee(s) is not then in default under the terms of the sublicense agreement between the Third Party and Bioamber and further provided that DuPont shall be under no obligation to grant any such license in the event that so doing would violate any law or legal or governmental regulation. The financial terms of such license between DuPont and the Third Party shall be the same as those set forth in the sublicense agreement then in effect between the Third Party and Bioamber. The license agreement between DuPont and such Third Party shall obligate such Third Party to immediately pay to DuPont any amount in arrears under the sublicensee agreement between the Third Party and Bioamber and shall obligate such Third Party to abide by all the terms of this Agreement as they apply to Bioamber as a rights grantee hereunder. DuPont’s obligations under this Section shall not apply to any sublicense granted during the Development Period. Other than the granting of a license as described above, DuPont shall have no affirmative to take any action that Bioamber may have had in the sublicense agreement between the Third Party and Bioamber, including without limitation the obligation to provide any training, rights to improvements, technical services, etc.).

2.2.3. Bioamber shall promptly notify DuPont of the identity of any Third Party to which it has sub-licensed the rights granted pursuant to Section 2.1.1 and/or 2.1.2.

2.3. License Restrictions and Limitations .

2.3.1. The Parties each agree that the rights granted pursuant to Section 2.1.1 do not include any rights to use or make the Catalysts, other than for the performance of Hydrogenation in the Research Field.

2.3.2. The Parties each agree that the rights granted pursuant to this Section 2.1.2 do not include any rights to use, manufacture, offer for sale, sell, or export the Catalysts, other than for the performance of Hydrogenation in the Commercial Field.

2.3.3. The Parties each agree that Bioamber shall make no use of the Catalysts, other than for the performance of Hydrogenation in the Research Field or for the performance of Hydrogenation in the Commercial Field, as licensed hereunder

2.3.4. The Parties each agree that the Licensed Intellectual Property contains no information concerning the production or use of PTMEG or any other downstream products produced from the Hydrogenation Products. The Parties each agree that the

5

* Confidential treatment requested

rights granted pursuant to Sections 2.1.1 and/or 2.1.2 do not include any rights to produce PTMEG or any other downstream products from the Hydrogenation Products. This Section, however, shall not be construed to restrict Bioamber or its customers from using for any purpose the Hydrogenation Products made or produced pursuant to this Agreement. .

2.3.5. The Parties each agree that Bioamber shall make no use of the rights granted pursuant to Sections 2.1.1 and/or 2.1.2 and or the Licensed Intellectual Property to produce or use PTMEG or any downstream products produced from the Hydrogenation Products.

2.3.6. The Parties each agree that Bioamber shall not make any use of the Licensed Intellectual Property outside the scope of the rights granted in Sections 2.1.1 and 2.1.2.

2.3.7. The Parties each agree that DuPont has made no representation that the Licensed Intellectual Property contains information concerning the production or use of PTMEG or any downstream products produced from the Hydrogenation Products or that the rights granted in Sections 2.1.1 and 2.1.2 will allow Bioamber to make any use of the Licensed Intellectual Property outside the scope of the rights granted in Sections 2.1.1 and 2.1.2 or to produce PTMEG or any downstream products from the Hydrogenation Products.

2.4. Commercial Benefits . The Parties each agree that the benefits accruing to Bioamber pursuant to this Agreement are not limited to the rights granted pursuant to Sections 2.1.1 and 2.1.2 under the Sublicensed Patents. The Parties each agree that as a primary consideration Bioamber receives additional commercial benefits, including, without limitation, benefits from having access to the Licensed Intellectual Property as allowed hereunder, the reduction or abatement of research expenses that Bioamber would incur absent to access to the Licensed Intellectual Property, the forbearance obligations on DuPont (as set forth in Sections 2.7.1 through 2.7.1.b, inclusive, and being able to perform Hydrogenation, as licensed hereunder, earlier in time than Bioamber would have been able to do absent the access to the Licensed Intellectual Property as allowed hereunder.

2.5. No Implied Licenses . There are no rights or licenses implied for either Party to practice the Confidential Information and/or intellectual property of the other Party and /or any Third Party, except as expressly provided and granted in this Agreement.

2.6. Owners of the Sublicensed Patents .

2.6.1. Bioamber acknowledges that neither DuPont nor any Affiliate of DuPont can in any way restrict [***] from practicing, out-licensing, and/or transferring the Sublicensed Patents. Nothing in this Agreement shall create for DuPont or any of its Affiliates any obligation to restrict or attempt to restrict [***] from practicing, out-licensing, and/or transferring the Sublicensed Patents. Nothing in this Agreement shall create for Bioamber any remedy in the event [***] practices, out-licenses, and/or transfers the Sublicensed Patents in a manner that is contrary to the interests of Bioamber.

2.6.2. As neither DuPont nor any Affiliate of DuPont is the owner of the Sublicensed Patents, the Parties agree that neither DuPont nor any Affiliate of DuPont is under any obligation to prosecute, maintain, or otherwise keep the Sublicensed Patents in force, or enforce the Sublicensed Patents against any Third Party or to require any Third Party to do any of the same. Nothing in this Agreement shall create for Bioamber any remedy in the event [***] fails to prosecute, maintain, or otherwise keep the Sublicensed Patents in force, or enforce the Sublicensed Patents against any Third Party, even if the results of such failure by [***] are contrary to the interests of Bioamber.

2.6.3. Neither DuPont nor any Affiliate of DuPont is under any obligation to do any of the following (a) seek, prosecute, maintain, or otherwise keep any intellectual property

6

* Confidential treatment requested

right in the Licensed Intellectual Property or (b) enforce any intellectual property right in the Licensed Intellectual Property against any Third Party or (c) require any Third Party to do (a) or (b) above. Nothing in this Agreement shall create for Bioamber any remedy in the event DuPont fails to do (a), (b), and/or (c) above.

2.6.4. Nothing in this Agreement shall create for Bioamber any remedy in the event [***] performs, or fails to perform, any act, even if the results of such performance/non-performance are contrary to the interests of Bioamber. Without limiting the foregoing, nothing in this Agreement shall create for Bioamber any remedy in the event [***] publishes any portion of the Licensed Intellectual Property.

2.7. Exclusivity with Respect to DuPont .

2.7.1. During the Exclusion Period and so long as Bioamber has not breached any material provision of this Agreement, DuPont shall not do any of the following:

a. grant to any Third Party a sublicense to any of the rights granted Bioamber pursuant to Sections 2.1 through 2.2.1.d, inclusive, or

b. to the extent DuPont may so forebear without violating an obligation to a Third Party (such Third Parties to include without limitation, [***]), share the contents of any of the Licensed Intellectual Property with Third Parties, other than as required for DuPont to practice on its own behalf, as permitted under this Agreement.

2.7.2. It shall not be considered a breach of DuPont’s forbearance obligations set forth in this Agreement, nor shall Bioamber or any of its sublicensees gain any remedy, if DuPont shares the contents of the Licensed Intellectual Property in response to a request by any legal or regulatory authority to do so, or in any legal action or proceeding.

2.7.3. For so long as this Agreement is in effect, absent the express written permission of Bioamber, DuPont shall not use the Sublicensed Patents nor the Licensed Intellectual Property to make Hydrogenation Products from succinic acid. Nothing in this Agreement shall be interpreted as limiting DuPont’s right to develop and commercialize the Sublicensed Patents and/or the Licensed Intellectual Property in-house to make or manufacture BDO and/or THF from feedstocks other than succinic acid.

2.8. Technical Reports . Within ten (10) days of the Effective Date, DuPont shall provide the Technical Reports to Bioamber.

2.9. Technical Know-how . DuPont shall provide Technical Know-how to Bioamber to clarify the technical information concerning Hydrogenation and the Technical Reports licensed pursuant to Section 2.1.1 and 2.1.2, as follows:

2.9.1. DuPont shall expend up to [***] person-days, tallied in half day increments, making a good faith effort to provide answers to questionnaires submitted by Bioamber during the first twelve (12) months after the Effective Date, provided that

a. such responses do not require DuPont to violate an obligation it has to any Third Party (such Third Parties to include without limitation, [***]) with respect to information Bioamber desires to be included in such response, and

b. nothing in this Agreement obligates DuPont to perform any searches of external records or perform any experimental work or perform any other act than a review of its readily available internal records to provide a response to the questionnaires.

7

* Confidential treatment requested

2.9.2. During the two (2) years following the Effective Date, at Bioamber’s request, DuPont may expend efforts preparing written responses to questionnaires submitted by Bioamber after the twelve (12) month anniversary of the Effective Date and/or requiring the expenditure of effort by DuPont in addition to the [***] person-days set forth in Section 2.9.1 at DuPont’s sole discretion, such additional effort to be provided, if DuPont decides to so provide, at a cost to Bioamber of [***] per day, billed in half day increments. DuPont shall invoice Bioamber for any fees or expenses incurred pursuant to this Section.

2.10. Catalyst Suppliers . During the first twelve (12) months of the Term, DuPont shall provide to Bioamber (a) manufacturing protocols for Catalysts, (b) a list of the Third Parties that manufacture Catalysts and/or supplied Catalysts to DuPont, and (c) Catalyst batch/code numbers.

2.11. Provision of Hydrogenation Products to DuPont . Bioamber agrees that it will, at DuPont’s request, negotiate in good faith with DuPont concerning entering into an agreement with DuPont regarding the supply of Hydrogenation Products to DuPont. Any agreement resulting from such negotiations will obligate Bioamber to supply commercially reasonable quantities of Hydrogenation Products at reasonable commercial terms, shall be at terms that are [***] by Bioamber to any Third Party for a similar license regardless of when the license is granted to such Third Party, and shall include [***] terms for DuPont.

2.12. Improvements .

2.12.1. DuPont shall be under no obligation to make any further development or improvement to, in connection with, the Licensed Intellectual Property.

2.12.2. The rights granted pursuant to Sections 2.1.1 and/or 2.1.2 includes the right for Bioamber to further develop the inventions claimed in the Sublicensed Patents and Licensed Intellectual Property within the scope of the license rights granted in Sections 2.1.1 and/or 2.1.2. Such development shall be directed, namely and without limitation, towards methods of manufacturing Hydrogenation Products using a biobased succinic acid feedstock.

2.12.3. As part of such further development, Bioamber will test the Catalysts with succinic acid derived from Bioamber’s fermentation broth and proprietary downstream purification process. Bioamber will communicate the results of such evaluations to DuPont, which results shall be considered as Confidential Information of Bioamber.

2.12.4. The Parties acknowledge and agree that Bioamber shall own all rights, title, and interest in and to the Improvements throughout the world.

2.12.5. Bioamber shall have the right at its own discretion to secure intellectual property protection in any of the Improvements at its own expense.

2.12.6. Bioamber shall report all Improvements to DuPont promptly after the creation of such Improvement.

2.12.7. Bioamber shall provide DuPont with a semi-annual summary report regarding any further evaluations of, development in, or improvement to, the Licensed Intellectual Property. Such reports will include any Improvements made by Bioamber. Such reports will be sent to DuPont at the address set forth in Section 8.1.

2.13. License to Improvements . Bioamber hereby grants DuPont a non-exclusive, royalty-free license, to any and all Improvements outside the Commercial Field.

2.14. Option to Improvements .

2.14.1. Bioamber hereby grants DuPont the right to obtain a non-exclusive, non-sublicensable, royalty bearing license, on commercial terms acceptable to both Parties, to use the Improvements and any other technology owned by Bioamber related to the production of Hydrogenation Products inside the Commercial Field.

2.14.2. Any such license agreement resulting from such negotiations shall be at terms that are [***] by Bioamber to any Third Party for a similar license regardless of when the license is granted to such Third Party and shall include [***] terms for DuPont.

8

* Confidential treatment requested

3.1. Initial Payment . Bioamber shall make a lump-sum payment to DuPont of [***], within ten (10) days following the Effective Date, which payment shall not be creditable or refundable in any event.

3.2. Royalties . In further consideration of the non-exclusive rights granted in Sections 2.1 through 2.2.3, , inclusive, and the commercial benefits afforded Bioamber thereby, as noted in Section 2.4, Bioamber shall pay DuPont the following amounts, subject to Section 3.4.2

3.2.1. [***] percent [***] of all consideration received by Bioamber, including without limitation, upfront, milestone, and royalty payments, from any sublicensee that are received by Bioamber in exchange for the rights granted pursuant to Section 2.1.1 and/or 2.1.2; and

3.2.2. [***] percent [***] of net sales of Hydrogenation Products manufactured at any plant (a) built and operated by Bioamber or (b) in which Bioamber and/or its Affiliates owns a majority interest. For the purposes of this section “net sales” means the gross amounts invoiced for the transfer of Hydrogenation Products to a non-Affiliate Third Party, less (a) shipping and insurance charges invoiced to the Third Party transferee of the Hydrogenation Products and (b) allowed product returns and (c) reasonable early payment allowances, all as determined according to standard accounting practices.

3.2.3. Notwithstanding the foregoing, no royalty will be paid on Bioamber sales of Hydrogenation Products to DuPont from Bioamber that [***].

3.3. Minimum Royalties . The following minimum annual royalty payments shall be paid by Bioamber to DuPont to maintain the non-exclusive rights granted in Sections 2.1 through 2.2.3, inclusive:

3.3.1. Subject to Section 3.4.2, within thirty (30) days following the first anniversary of the Effective Date, Bioamber will pay DuPont a minimum royalty of [***], less any amount paid by Bioamber to DuPont pursuant to Sections 3.2 through 3.2.2, inclusive, during the twelve (12) months preceding the first anniversary of the Effective Date.

3.3.2. Within thirty (30) days following the second anniversary of the Effective Date and each subsequent anniversary of the Effective Date thereafter, subject to Section 5.4, Bioamber will pay DuPont a minimum royalty of [***], less any amount paid by Bioamber to DuPont pursuant to Sections 3.2 through 3.2.2, inclusive, during the twelve (12) months preceding the relevant anniversary of the Effective Date.

3.4. Infringement Claims by Third Parties .

3.4.1. If the practice of the license rights granted pursuant to this Agreement results in a Third Party bringing a claim, suit or proceeding alleging patent infringement against Bioamber, Bioamber shall promptly notify DuPont in writing setting forth the facts of such claim in reasonable detail.

3.4.2. Royalty Abatement . If it is impossible for Bioamber to practice the rights granted pursuant to Sections 2.1.1 and/or 2.1.2 without obtaining a license from the Third Party asserting an infringement claim pursuant to Section 3.4 and Bioamber takes a license directly from the party alleging infringement, DuPont shall reduce the royalty obligation set forth in Sections 3.2.1 and/or 3.2.2 and the minimum royalty obligation set forth in Section 3.3.1 and 3.3.2 by an amount equal to [***] percent [***] of the royalties payable to such Third Party in exchange for a license to the asserted patent that allows Bioamber to practice the rights granted pursuant to Sections 2.1.1 and/or 2.1.2, provided that in no event shall the royalty reductions set forth immediately above be greater than [***] of the royalties and/or minimum royalties otherwise due to DuPont.

3.5. Invoices for Additional Technical Know-how . If DuPont expends any effort providing Technical Know-how to Bioamber pursuant to Section 2.9.2, Bioamber shall pay invoices from DuPont for such efforts within thirty (30) days of Bioamber’s receipt thereof.

9

* Confidential treatment requested

3.6. Payment Period .

3.6.1. Bioamber and DuPont each understands and agrees as follows:

a. all the Sublicensed Patents are set to expire prior to the end of the Term;

b. the Sublicensed Patents could each be abandoned or be held invalid or unenforceable at any time prior to their scheduled expiration date;

c. and the Licensed Intellectual Property could become part of the public domain as a result of the actions of [***] or any Third Party to whom [***] has provided the Licensed Intellectual Property; and

d. the Parties have established the payment schedules set forth in this Agreement as a method of amortizing the financial consideration to be provided by Bioamber in return for the timeliness of benefits accruing to Bioamber hereunder, such benefits to include without limitation, the rights granted pursuant to Sections 2.1.1 and 2.1.2 and the commercial benefits set forth in Section 2.4.

3.6.2. As a result of the forgoing, the Parties each agree that Bioamber’s obligation to pay royalties and minimum royalties to DuPont as set forth in Sections 3.2 through 3.3.2, inclusive, shall continue through the Term, regardless of the status of the Sublicensed Patents or of the Licensed Intellectual Property, unless this Agreement is terminated pursuant to Section 6.2 or 6.3.3, in which case Bioamber’s obligation to pay royalties and minimum royalties to DuPont as set forth in Sections 3.2 through 3.3.2, inclusive, shall terminate at the date of termination of this Agreement.

3.7. Reports . Subsequent to the lump sum payment pursuant to Section 3.1, Bioamber shall report in writing to DuPont, within thirty (30) days after the end of each anniversary date of the Effective Date, the royalty payments and net sales of Hydrogenation Products subject to royalty payments pursuant to Article 3 during the prior twelve (12) month period. If there were no such royalties or sales, a report nevertheless shall be submitted so stating. Payment shall be submitted to DuPont concurrent with submission of the report. Unless DuPont notifies Bioamber otherwise, the report shall be submitted to:

E. I. du Pont de Nemours and Company

Attention: Royalty Accounting

BMP 24-1209.

4417 Lancaster Pike

Wilmington, DE 19880-0024

A copy of the report shall be submitted concurrently to the office receiving notices for DuPont in accordance with Section 8.1.

3.8. United States Dollars .

3.8.1. Unless DuPont notifies Bioamber otherwise, all payments due to DuPont hereunder shall be in U.S. Dollars and shall be submitted by wire transfer to:

[***]

3.8.2. In the event that royalties accrue in a currency other than U.S. Dollars, the royalties shall be converted into U.S. Dollars at the closing buying rate of the JPMorgan Chase Bank in effect on the last business day of the accounting period for which payment is due; provided, however, DuPont may notify Bioamber, for future payments, of (a) another published currency conversion standard that shall apply, or (b) wire transfer instructions for payment of royalties in the currency in which the royalties accrued.

10

* Confidential treatment requested

3.9. Late Payments . If any payment due hereunder is not paid when due, the unpaid amount shall bear interest at an annual rate of interest calculated at the Federal Reserve Prime Rate as reported by the Wall Street Journal on the date such payment is due, plus an additional [***], calculated on the number of days such payment is delinquent. Such interest shall accrue on the balance of unpaid amounts from the date such amounts become due until payment in full. The penalty and interest available to DuPont pursuant to this Section shall in no way limit any other remedies available to DuPont.

3.10. Record Retention . Bioamber shall keep, and require its sublicensees of the rights granted pursuant to Section 2.1.1 and/or 2.1.2 to keep, adequate records in sufficient detail to audit to completion Bioamber’s performance under, and compliance with, the terms of this Agreement and to verify the payments accrued, made, or to be made, and the accuracy of any reports provided hereunder. Bioamber shall maintain such records for at least three (3) years following the date on which a royalty report is due.

3.11. Audit Rights .

3.11.1. DuPont shall have the right, upon fifteen (15) days notice to Bioamber, to audit during regular business hours, those records deemed by the auditor to be reasonably necessary to audit to completion Bioamber’s performance under, and compliance with, this Agreement and to verify the payments accrued, made, or to be made, and the accuracy of any reports provided hereunder. During such examination, the auditor’s right to examine includes without limitation those records required to maintained pursuant to Section 3.10, as well as production and shipping logs and meeting notes and memoranda.

3.11.2. The auditor shall have the right, following reasonable notice to Bioamber, to interview, during regular business hours, Bioamber’s employees or contractors who may have access to information deemed by the auditor to be reasonably necessary to audit to completion Bioamber’s performance under, and compliance with, this Agreement and to verify the payments accrued, made, or to be made, and the accuracy of any reports provided hereunder.

3.11.3. The auditor shall be required to agree to terms of confidentiality consistent with this Agreement with respect to any confidential information it receives, provided that such agreement shall not prohibit the reporting to DuPont of any finding under the Audit. Bioamber shall require any sublicensees of the rights granted in Sections 2.1.1 and 2.1.2 to maintain such records as are required under this Agreement. Bioamber shall require any such sublicensees to allow DuPont to exercise the examination and interview rights granted hereunder with respect to any such sublicensee. .

3.11.4. Such examination and/or interviews shall not take place more often than once a year, nor cover any records or information that date prior to the date of the last such examination/interview.

3.11.5. In the event the report demonstrates that Bioamber has underpaid any amount contemplated hereunder, Bioamber shall promptly pay such amount together with interest calculated pursuant to Section 3.9.

3.11.6. If any such audit reveals that Bioamber has underpaid DuPont by [***] of the amount that was due DuPont, Bioamber shall reimburse DuPont’s expenses incurred in conducting the audit. Such reimbursement shall be due as of the date DuPont notifies Bioamber of the shortage causes the reimburse obligation to arise.

11

* Confidential treatment requested

4.1. Confidentiality and Non-Use . Confidential Information disclosed by a Disclosing Party to a Receiving Party shall be maintained in strict confidence by the Receiving Party, and not used for any purpose other than those authorized by this Agreement, for a fifteen (15) year period commencing from the Effective Date. Without limiting the foregoing, the Receiving Party shall not use Confidential Information to compete with or adversely affect the business or operations of the Disclosing Party or its Affiliates or those doing business with them. The Receiving Party may disclose Confidential Information to the Receiving Party’s Representatives on a “need to know” basis, so long as such Representatives agree to be bound by the obligations of confidentiality and non-use set forth in this Agreement or at least as strict as those set forth in this Agreement. The Receiving Party shall be responsible for any breach of the obligations of confidentiality and non-use set forth in this Agreement by any of the Receiving Party’s Representatives.

4.2. Required Disclosure . If a Receiving Party is required by law to disclose any Confidential Information, such Receiving Party shall (a) notify the Disclosing Party of such requirement sufficiently in advance of such required disclosure in order to permit the Disclosing Party to take steps to prevent such disclosure, and (b) prior to any disclosure consult with and assist the Disclosing Party in obtaining a protective order or other appropriate measure. In any event, the Receiving Party will disclose only that portion of the Confidential Information which is legally required and will use best efforts to assure that confidential treatment is accorded any Confidential Information so disclosed.

4.3. Equitable Relief . The Receiving Party acknowledges that (a) the Confidential Information disclosed to the Receiving Party by the Disclosing Party is the trade secret information of the Disclosing Party, (b) any breach of the obligations of confidentiality and/or non-use set forth herein may cause irreparable harm to the Disclosing Party, (c) in the event of such breach, damages alone will not be an adequate remedy to the Disclosing Party, and (d) in addition to all other remedies to which the Disclosing Party may be entitled hereunder or otherwise, the Disclosing Party may be entitled to injunctive relief, including specific performance, with respect to said obligations in any court of competent jurisdiction.

4.4. Return of Confidential Information . Upon request by the Disclosing Party at any time, the Receiving Party will promptly destroyed or return to the Disclosing Party (at the Disclosing Party’s sole option) the original and all copies of all the Disclosing Party’s Confidential Information and will, upon request, certify in writing to the Disclosing Party as to the Receiving Party’s compliance with this paragraph, except that the Receiving Party may keep one (1) copy for archival purposes only.

4.5. No Grant of Rights . Except as expressly set forth in this Agreement, the Receiving Party shall not be deemed to receive any right or license under any Confidential Information disclosed by a Disclosing Party pursuant to this Agreement.

4.6. Press Release . Bioamber may not issue any press release, advertisement, or any other communication concerning this Agreement, without the express written consent of DuPont. The Parties agree to release a press release of the form attached to this Agreement as Schedule C after the exact wording of such a press release has been agreed to by the Parties. The exact wording of the press release shall be agreed to by the Parties within thirty (30) days of the Effective Date. The parties may issues future additional press releases as the Parties may agree.

12

* Confidential treatment requested

5.1. Representation . DUPONT REPRESENTS THAT IT HAS THE RIGHT TO GRANT THE RIGHTS GRANTED PURSUANT TO SECTIONS 2.1.1 AND 2.1.2 OF THIS AGREEMENT.

5.2. No Warranty of Success . DUPONT DOES NOT WARRANT OR GUARANTEE THAT ANY SUCCESSFUL COMMERCIAL RESULTS WILL BE OBTAINED BY BIOAMBER AS A RESULT OF EXERCISING THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT. NEITHER DUPONT NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO BIOAMBER OR ANY OF BIOAMBER’S SUBLICENSEES BECAUSE OF ANY FAILURE IN BIOAMBER AND/OR ITS SUBLICENSEES OPERATIONS.

5.3. General Disclaimer of Warranty . THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY EXTENDED IN THIS ARTICLE 5.

5.4. No Warranty of Additional Obligation . DUPONT DOES NOT WARRANT OR GUARANTEE THAT BIOAMBER OR ANY OF ITS SUBLICENSEES OF THE RIGHTS GRANTED PURSUANT TO SECTION 2.1.1 AND/OR 2.1.2 MAY PRACTICE THE RIGHTS GRANTED PURSUANT TO SECTIONS 2.1.1 AND/OR 2.1.2 ABSENT OBTAINING LICENSE RIGHTS FROM ANY THIRD PARTY, REGULATORY APPROVAL, AND/OR PERMITS. NEITHER DUPONT NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO BIOAMBER OR ANY OF BIOAMBER’S SUBLICENSEES FOR COSTS INCURRED BY BIOAMBER OR ANY OF BIOAMBER’S SUBLICENSEES IN CONNECTION WITH OBTAINING ANY SUCH LICENSE RIGHTS, REGULATORY APPROVAL, AND/OR PERMIT.

5.5. Confidential Information . Any Confidential Information provided hereunder is provided “AS IS,” without warranty of any kind, including, without limitation, any warranty of non-infringement.

5.6. LIMITATION OF LIABILITY . IN THE EVENT BIOAMBER BRINGS AGAINST DUPONT ANY CLAIMS, SUITS, OR CAUSES OF ACTION, SEEKING DAMAGES (INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, AWARDS FOR DAMAGES, ATTORNEY FEES, COURT COSTS, INTEREST, PENALTIES, ETC.), IN ANY WAY RELATED TO THIS AGREEMENT OR ANY RIGHTS LICENSED TO BIOAMBER UNDER THIS AGREEMENT OR ANY INFORMATION PROVIDED BY DUPONT TO BIOAMBER UNDER THIS AGREEMENT (INCLUDING WITHOUT LIMITATION A BREACH BY DUPONT OF ANY WARRANTY, REPRESENTATION OR OBLIGATION UNDER THIS AGREEMENT), BIOAMBER AGREES THAT THE TOTAL COMBINED LIABILITY (INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ALL CLAIMS, AWARDS FOR DAMAGES, ATTORNEY FEES, COURT COSTS, INTEREST, PENALTIES, ETC.) OF ALL DUPONT INDEMNITEES TO BIOAMBER RESULTING FROM ALL SUCH CLAIMS, SUITS, OR CAUSES OF ACTION SHALL BE NO GREATER THAN FOUR HUNDRED THOUSAND DOLLARS ($400,000.00).

5.7. SPECIAL DAMAGES . NEITHER PARTY SHALL BE RESPONSIBLE TO THE OTHER FOR SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES THAT MAY BE INCURRED PURSUANT TO THIS AGREEMENT OR PERFORMANCE HEREUNDER.

13

* Confidential treatment requested

5.8. HEALTH AND SAFETY . DUPONT DOES NOT WARRANT OR GUARANTEE THAT THE EXERCISE OF THE RIGHTS GRANTED PURSUANT TO THIS AGREEMENT AND THE USE OF ANY PRODUCTS MADE PURSUANT TO THE PRACTICE OF SUCH RIGHTS WILL NOT RESULT IN SAFETY OR HEALTH HAZARDS TO WORKERS, THE ENVIRONMENT, OR TO PURCHASERS OF SUCH PRODUCTS.

5.9. INDEMNIFICATION BY BIOAMBER . BIOAMBER HAS SOLE DISCRETION AND RESPONSIBILITY FOR ITS DESIGN, MAKING, MANUFACTURE, AND SALE OF PRODUCTS PURSUANT TO THIS AGREEMENT. ACCORDINGLY, TO THE EXTENT PERMITTED BY THE LAW OF THE STATE OF DELAWARE, UNITED STATES OF AMERICA, BIOAMBER SHALL INDEMNIFY, DEFEND, AND HOLD THE DUPONT INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, OBLIGATIONS, CAUSES OF ACTION, LIABILITY, COSTS AND DAMAGES (INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, AWARDS FOR DAMAGES, ATTORNEY FEES, COURT COSTS, INTEREST, PENALTIES, ETC), INJURIES TO PERSONS (INCLUDING DEATH) OR PROPERTY (INCLUDING, WITHOUT LIMITATION, LOSS OF USE), PRODUCT LIABILITY CLAIMS, CLAIMS FOR PATENT INFRINGEMENT, CLAIMS BY THE OWNER OF THE SUBLICENSED PATENTS THAT PRACTICING HYDROGENATION AS PERFORMED BY BIOMABER VIOLATES THE TERMS OF ANY AGREEMENT [***] HAS WITH DUPONT (EXCEPTING [***] ), AND CLAIMS FOR DAMAGE TO THE ENVIRONMENT (COLLECTIVELY, “LIABILITIES”), WHATEVER THE CAUSE MAY BE, BASED UPON, ARISING OUT OF, OR RELATED TO THE ACTS OR OMISSIONS OF BIOAMBER AND ITS AFFILIATES AND/OR ANY OF THEIR EMPLOYEES, OFFICERS, EMPLOYEES, AND CONSULTANTS,SUBLICENSEES OR OTHER PERSONS ACTING ON THEIR BEHALF OR UNDER THEIR CONTROL, IN CONNECTION WITH BIOAMBER’S AND/OR ANY BIOAMBER SUBLICENSEES’ EXECUTION, DELIVERY AND PERFORMANCE OF, OR FAILURE TO PERFORM, THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LIABILITIES ARISING OUT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE DUPONT INDEMNITEES, EXCEPT TO THE EXTENT THAT SUCH LIABILITIES ARE ESTABLISHED IN A COURT OF LAW TO HAVE BEEN CAUSED SOLELY AND DIRECTLY BY THE NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF ANY OF THE DUPONT INDEMNITEES.

5.10. Insurance .

5.10.1. Bioamber, at its expense, shall carry and maintain in force at all times relevant hereto the following insurance, on policy forms and with insurance companies authorized to do business in the jurisdiction(s) where work is to be performed and acceptable to DuPont , at the indicated minimum coverage limits. Such insurance coverage shall be of an “occurrence-based” basis, or Bioamber shall secure and maintain “tail insurance” coverage for acts occurring during the Term. DuPont shall be named as a loss payee and co-insured thereon (except for the policy for Worker’s Compensation). Bioamber shall provide proof of such insurance to DuPont upon request. In the event DuPont has requested proof of such coverage and Bioamber has not provided such proof to DuPont within thirty (30) days of such request, DuPont may obtain such coverage for Bioamber, at Bioamber’s expense, if the same is not obtained and proof thereof given to DuPont.

14

* Confidential treatment requested

a. Workers’ Compensation - Statutory; Employer’s Liability - five hundred thousand dollars ($500,000) per accident/per employee; and such other insurance as may be required by Statutory law. This policy shall include a waiver of subrogation to DuPont. The obligation set forth in this Section is shall only apply if Bioamber builds and/or operates plants producing Hydrogenation Products.

b. Commercial General Liability (Occurrence Form), including Contractual Liability and liability for Products and Completed Operations, in a combined limit for Bodily Injury and Property Damage - three million dollars ($3,000,000) per occurrence. This policy shall name DuPont as additional insured.

c. Other insurance appropriate for Bioamber’s business or as required by law.

5.10.2. Bioamber shall maintain in force the insurance required by Sections 5.10.1 through 5.10.1.c, inclusive, and shall seasonably renew all required coverage during the Term.

5.10.3. Upon the request of DuPont, Bioamber shall provide DuPont with certificates of insurance evidencing the coverage. Such certificates shall be on a standard insurance industry form and underwritten by a carrier with an AM Best rating of A- or above. Such certificates shall provide that the insurer will give DuPont at least thirty (30) days advance notice of any changes in, or cancellation or non-renewal of, coverage and note any exclusions.

5.10.4. Bioamber shall require that any sublicensee carry the same coverage in the same limits as set out above and other coverage as Bioamber deems appropriate and shall provide proof of such coverage.

5.10.5. Bioamber shall require that any subcontractor it employs carry the same coverage in the same limits as set out above and other coverage as Bioamber deems appropriate and shall provide proof of such coverage.

5.10.6. Neither failure of Bioamber to comply with any or all of the insurance sections of the Agreement, nor the failure to secure endorsements on policies as may be necessary to carry out the terms and sections of the Agreement, shall be construed to limit or relieve Bioamber from any of its obligations under the Agreement.

6.1. Term . This Agreement shall be in effect for the Term, unless earlier terminated in accordance with this Agreement.

6.2. Termination Without Cause . During the Development Period, Bioamber may terminate this Agreement at any time, and for any reason whatsoever, by providing DuPont with thirty (30) days advance written notice of termination. Such termination shall be effective thirty (30) days after DuPont’s receipt of the notice.

6.3. Termination for Cause .

6.3.1. If Bioamber breaches, or defaults in the performance of, or fails to be in compliance with, any material warranty, representation, agreement or covenant of this Agreement, other than a breach of its obligation to make any payment due under Article

15

* Confidential treatment requested

3, and such default or noncompliance shall not have been substantially remedied, or steps initiated to substantially remedy the same to DuPont’s reasonable satisfaction, within sixty (60) days after receipt by Bioamber of a written notice thereof and demand to cure such default from DuPont, DuPont may terminate this Agreement. DuPont shall so terminate by providing a written notice of termination, and such termination shall be effective as of the date of Bioamber’s receipt of the notice of termination.

6.3.2. If Bioamber breaches, or defaults in the payment of any payment due under Article 3, and such default or noncompliance shall not have been substantially remedied, or steps initiated to substantially remedy the same to DuPont’s reasonable satisfaction, within thirty (30) days after receipt by Bioamber of a written notice thereof and demand to cure such default from DuPont, DuPont may terminate this Agreement. DuPont shall so terminate by providing a written notice of termination, and such termination shall be effective as of the date of Bioamber’s receipt of the notice of termination.

6.3.3. If DuPont breaches, or defaults in the performance of, or fails to be in compliance with, any material warranty, representation, agreement or covenant of this Agreement, and such default or noncompliance shall not have been substantially remedied, or steps initiated to substantially remedy the same to Bioamber’s reasonable satisfaction, within sixty (60) days after receipt by DuPont of a written notice thereof and demand to cure such default from Bioamber, Bioamber may terminate this Agreement. Bioamber shall so terminate by providing a written notice of termination, and such termination shall be effective as of the date of DuPont’s receipt of the notice of termination.

6.4. Bankruptcy . Should Bioamber (1) become insolvent or unable to pay its debts as they mature, or (2) make an assignment for the benefit of creditors, or (3) permit or procure the appointment of a receiver for its assets, or (4) become the subject of any bankruptcy, insolvency or similar proceeding, then DuPont may at any time thereafter terminate this Agreement. DuPont shall so terminate by providing a written notice of termination, and such termination shall be effective as of the date of Bioamber’s receipt of the notice of termination.

6.5. Termination for Patent Challenge .

6.5.1. In the event that Bioamber brings any Patent Challenge (except as required under a court order or subpoena) then DuPont may immediately terminate this Agreement. DuPont shall so terminate by providing a written notice of termination, and such termination shall be effective as of the date of Bioamber’s receipt of the notice of termination.

6.5.2. In the event that any such Patent Challenge brought by Bioamber is unsuccessful, Bioamber shall reimburse DuPont for all reasonable legal fees and expenses incurred in its defense of the Patent Challenge.

6.6. Effect of Termination .

6.6.1. On the date this Agreement is terminated for any reason prior to the end of the Term (the “Early Termination Date”), Bioamber shall immediately cease performing Hydrogenation using the Sublicensed Patents and the Licensed Intellectual Property until the later of (a) the termination/expiration of the last to terminate/expire of the Sublicensed Patents or (b) the end of the Exclusion Period.

16

* Confidential treatment requested

6.6.2. Early termination of this Agreement shall not affect the rights and obligations of either Party incurred prior to termination. For example, obligations to make payments then due, and to maintain Confidential Information in confidence, shall survive termination. Upon termination, each Party shall return Confidential Information of the other Party, or destroy it, as the Disclosing Party shall instruct, and cease any use of Confidential Information of the other Party.

6.6.3. If this Agreement is terminated prior to the end of the Term other than pursuant to Section 6.3.3, Bioamber hereby grants to DuPont, (a) a non-exclusive, worldwide, royalty-free license to use the Improvements, (b) a non-exclusive, worldwide, royalty-free license to any other know-how or developments made by or on behalf of Bioamber pursuant to Section 2.12 through 2.12.7, inclusive, related to the Sublicensed Patents and/or the Licensed Intellectual Property, and (c) a non-exclusive, worldwide, royalty-free license to any license rights obtained by or on behalf of Bioamber that are necessary or desirable to allow DuPont to grant licenses pursuant to Section 2.2.2.

6.6.4. If this Agreement is terminated prior to the end of the Exclusion Period other than pursuant to Section 6.3.3, DuPont’s obligations set forth in Sections 2.7 through 2.7.1.b, inclusive, shall terminate concurrently with the termination of this Agreement.

6.7. Termination Not Sole Remedy . Unless otherwise specified, termination is not the sole remedy under this Agreement and, whether or not termination is effected, all other remedies will remain available except as expressly agreed to herein.

6.8. Provision of Documents and Information . In addition to Bioamber’s obligation to return or destroy DuPont Confidential Information pursuant to Section 4.4, within ten (10) days of the termination or expiration of this Agreement, Bioamber shall (a) destroy or return to DuPont (at DuPont’s sole option) the original and all copies of all DuPont’s Confidential Information (except that Bioamber may keep one (1) copy for archival purposes only); (b) destroy or return to DuPont (at DuPont’s sole option) all documents containing derivative information based on such Confidential Information; and provide DuPont with copies of tangible embodiments of any other know-how or developments made by or on behalf of Bioamber pursuant to Section 2.12 through 2.12.7, inclusive, related to the Sublicensed Patents and/or the Licensed Intellectual Property. Bioamber will, upon DuPont’s request, certify in writing to DuPont as to Bioamber’s compliance with this Section

6.9. Survival . The provisions of Sections 2.6.1 through 2.6.4, inclusive, 3.9 through 3.11.6, inclusive, 6.7, and 6.9 and Articles 1, 4, 5, and 8 shall survive the expiration or termination of this Agreement. The obligation to pay amounts accrued under Article 3 prior to termination shall survive the expiration or termination of this Agreement. For the sake of clarity, the Parties each agree that the obligation to pay royalties and minimum royalties set forth in Sections 3.2 through 3.3.2, inclusive, shall not survive early termination of this Agreement.

7.1. Senior Executive Panel . If any dispute or claim arising under the Agreement cannot be readily resolved by the Parties, the Parties shall refer the matter to a panel consisting of one (1) senior executive from each party for review and resolution. The senior executive shall not have been directly involved in the claim or dispute. A copy of the Agreement terms, relevant facts, areas of disagreement, and concise summary of the basis for each side’s contentions will be

17

* Confidential treatment requested

provided to both executives who shall review the same, confer, and attempt to reach a mutual resolution of the issue. The senior executives shall attempt to meet in person or by phone and resolve the dispute within thirty business (30) days of their appointment.

7.2.1. If the dispute cannot be resolved by the senior executive panel within ten (10) days of the date of the senior executive’s conference, then the Parties shall submit the matter to mediation within thirty (30) days thereafter in accordance with the rules of the American Arbitration Association, as modified herein, and each Party shall bear equally the costs of the mediation. Unless otherwise agreed by the Parties, the mediation will take place in Wilmington, Delaware.

7.2.2. The Parties will jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the American Arbitration Association if they are unable to agree upon such appointment within twenty (20) days from the conclusion of the negotiation period.

7.2.3. The Parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days or such longer period as they may mutually agree following the initial mediation session.

7.2.4. The mediator, prior to any proceedings hereunder, will sign an agreement whereby any such mediator(s) agrees to keep the existence and substance of any proceedings hereunder in confidence.

7.3. Legal /Equitable Remedy . In the event the mediation fails to yield mutually satisfactorily results, nothing herein, however, shall preclude either Party from seeking remedy of a dispute in a court of law or equity in accordance with Section 8.2.

THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

18

* Confidential treatment requested

8.1. Notices . Any notice or other communication required or permitted to be given by either Party under this Agreement shall be in writing and shall be effective when delivered, if delivered by hand or by electronic facsimile or by courier or five (5) days after mailing if mailed by registered or certified mail, postage prepaid and return receipt requested. All such notices shall be addressed to each Party at the following addresses or such other address an may be designated by notice pursuant to this Section:

8.2. Choice of Law . The validity, interpretation and performance of this Agreement and any disputes arising thereunder shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof. This Agreement shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods. Any legal action arising from a dispute or question regarding the terms and conditions, or performance of this Agreement may be instituted only in the appropriate court for the State of Delaware or the United States District Court for the District of Delaware. Matters between the Parties pertaining to the validity or enforceability of United States Sublicensed Patents shall be instituted only in the United States District Court for the District of Delaware. Matters pertaining to the validity or enforceability of Sublicensed Patents, other than United States Sublicensed Patents, shall be interpreted and enforced in accordance with the laws of the territory in which such Sublicensed Patents exist. The Parties consent to the personal jurisdiction and waive any objection to the venue of these courts. The Parties further consent that any service of process may be served by overnight courier or express mail at the respective addresses stated in Section 8.1.

8.3. Assignment . This Agreement may be assigned or transferred by a Party to such entity that is the successor to substantially all of those business assets of the Party to which this Agreement applies, provided that the Party gives written notice thereof to the other Party within a reasonable time and such successor agrees in writing to abide by the terms and conditions hereof. Either Party may delegate performance hereunder, in whole or in part, to an Affiliate(s), but shall remain responsible for performance of its obligations hereunder. Notwithstanding the above, Bioamber shall not, and shall have no right to, assign this Agreement (a) any entity that DuPont would be barred from entering into the Agreement with under an law or regulation or (b) any entity in a country listed in Country Group E of the CFR Section 15 Supplement 1 to Part 740.

19

* Confidential treatment requested

8.4. Compliance with Laws . The Parties shall abide by the laws and regulations of the United States, including, without limitation, Export Control and related regulations that pertain to the export of technology.

8.5. Independent Contractors . Each Party shall remain an independent contractor. Nothing herein shall be construed as creating an agency or joint venture relationship between the Parties

8.6. Entire Agreement; Merger . This Agreement constitutes the entire agreement between the Parties concerning the subject matter contained herein. Any prior agreement between the Parties is subsumed by this Agreement. Any modifications shall be in writing, duly signed by both Parties. Any prior agreement, arrangement or undertaking, whether oral or in writing is hereby superseded.

8.7. Force Majeure . No Party shall be liable for any failure or delay in performance under this Agreement to the extent that, and for the period that, such failure or delay arises from Force Majeure and the affected Party has informed the other Party within five (5) business days in detail of the Force Majeure event. A Force Majeure consists of an event beyond the reasonable control of the affected Party and includes, without limitation, fire, explosion, earthquake, storm, flood, strike, labor difficulties, war, insurrection, riot, act of God or the public enemy, or any law, act, order, export or import control regulations, proclamation, decree, regulation, ordinance, or instructions of local, state, federal or foreign governmental or other public authorities, or judgment or decree of a court of competent jurisdiction (but excluding a court injunction against a Party’s performance) and not otherwise arising out of breach by such Party of this Agreement. In the event of the occurrence of such an event, the Party so affected shall give prompt written notice to the other Party, stating the period of time the occurrence is expected to continue and shall use best efforts to end the failure or delay and ensure that the effects of such Force Majeure are minimized.

8.8. Beneficiaries . No person, other than Bioamber or DuPont and their permitted assignees hereunder, shall be deemed an intended beneficiary hereunder or have any right to enforce any obligation of this Agreement.

8.9. Advice of Counsel . DuPont and Bioamber have each consulted counsel of their choice regarding this Agreement, and each acknowledges and agrees that this Agreement shall not be deemed to have been drafted by one Party or another and will be construed accordingly.

8.10. No Trademark Rights . Except as provided herein, no right, express or implied, is granted by this Agreement to use in any manner the name “DuPont,” or any other trade name or trademark of DuPont or its Affiliates or “Bioamber,” or any other trade name or trademark of Bioamber or its Affiliates in connection with performance of this Agreement.

8.11. Waiver . No waiver of any rights or consent under this Agreement shall be deemed effective unless contained in writing signed by the Party charged with such waiver or consent, and no waiver of any breach or failure to perform shall be deemed a waiver of any future breach or failure to perform or any other right arising under this Agreement.

8.12. Headings . The section headings contained in this Agreement are included for convenience only and form no part of the agreement between the Parties

20

* Confidential treatment requested

IN WITNESS WHEREOF, the Parties have executed this Agreement.

21

* Confidential treatment requested

SCHEDULE A

List of the Sublicensed Patents:

22

* Confidential treatment requested

SCHEDULE B

TECHNICAL REPORTS

23

* Confidential treatment requested

SCHEDULE C

Form of Press Release

Bioamber and DuPont Collaborate on Derivatives of Biobased Succinic Acid

Princeton, NJ – July 1, 2010 – Bioamber, a joint venture between DNP Green Technology and ARD, and E. I. du Pont de Nemours and Company (DuPont), have announced a strategic collaboration in the field of biobased derivatives of succinic acid. Under the terms of the agreement, Bioamber has licensed certain DuPont technology and DuPont has a right of first refusal to secure off-take from future commercial plants.

Bioamber, which recently commissioned the world’s first biobased succinic acid plant, is actively developing technologies to transform biobased succinic acid into value added derivative products. “DuPont’s technology will accelerate our development program and shorten our time to market” stated Jean-Francois Huc, President of DNP Green. “Our collaboration with DuPont will help ensure that we are first to market, and it could reduce the commercial risk associated with building large plants” he added.

About Bioamber

Bioamber is the joint venture between DNP Green Technology and Agro-industrie Recherches et Développements (ARD) that is dedicated to succinic acid. Bioamber possesses the only biobased succinic acid technology that has been proven at a commercial scale. Bioamber recently commissioned the world’s first and only biobased succinic acid plant in Pomacle, France. For more information, visit www.bio-amber.com

About DuPont

To be completed

About DNP Green Technology

DNP Green Technology is a private US company that produces renewable chemicals. Through numerous scientific and business partnerships, DNP Green Technology has built an extensive IP portfolio and know-how covering the production, purification and uses of biobased succinic acid and derivatives including modified PBS, a biodegradable polymer. DNP Green is actively developing other bio-based chemical platforms, leveraging industrial biotechnology and chemical synthesis to produce renewable chemicals and bio-based materials. The company has offices in Princeton, N.J., Shanghai, China and Montreal, Canada. For more information, visit www.dnpgreen.com

About ARD

ARD (Agro-Industrie Recherches et Développements) is the R&D centre of a large agro-industrial consortium based in Champagne-Ardenne, France. Member of the global-scale competitiveness cluster IAR (Industries and Agro-Resources), ARD adds value to and finds new outlets for agricultural crops. It develops innovative and competitive bio-based molecules produced in bio-refineries. With its subsidiary SOLIANCE, specialized in the production and commercialization of cosmetics active ingredients, ARD has 25 years of experience in biomass fractionation, bio-based chemistry, and industrial biotechnology. ARD and its affiliates employ over 130 people. For more information, please visit www.a-r-d.fr

For More Information:

Mike Hartmann

VP Corporate

DNP Green Technology

E-mail: mike.hartmann@dnpgreen.com

Phone +1 (514) 844-8000 x120

24

* Confidential treatment requested

AMENDMENT TO THE LICENSE AGREEMENT ENTERED INTO BETWEEN E. I. DU PONT DE NEMOURS AND COMPANY AND BIOAMBER S.A.S. AND ENTERED INTO FORCE AS OF JUNE 28, 2010

This Amendment Agreement (the Amendment”) is made as of February 18 ^th , 2011 and is to be effective nunc pro tunc , as of June 28, 2010, between E.I. du Pont de Nemours and Company (“DuPont”) and BioAmber S.A.S. (“BioAmber”).

WHEREAS DuPont and BioAmber entered into a License Agreement which entered into force on June 28, 2010 (the “Agreement”);

WHEREAS the parties desire to amend the Agreement as set forth herein;

NOW THEREFORE, DuPont and BioAmber agree to amend the Agreement as follows:

1.3. “Confidential Information” means information disclosed by BioAmber hereunder when such is identified as the confidential information of BioAmber. Tangible embodiments of information shall be deemed as “identified as confidential information” if clearly labeled as “Confidential” or “Proprietary” or with some other legend or marking indicating the confidential nature of the information. Information that is disclosed verbally or by other non-tangible disclosure to DuPont shall be deemed as “identified as confidential information” if it is set forth by BioAmber in a writing clearly labeled “Confidential” or “Proprietary” or with some other legend or marking indicating the confidential nature of the information, and the writing is delivered to DuPont within fifteen (15) days of said verbal/non-written disclosure. Information disclosed verbally or by other non-written disclosure to DuPont shall be treated as Confidential Information during the fifteen (15) day period following such disclosure.

1.3.1. Information shall not be considered Confidential Information to the extent that any such information was (a) as of the date of disclosure to DuPont, known to DuPont and such knowledge can be substantiated by reasonable documentation; (b) as of the date of disclosure to DuPont, disclosed in published literature or generally available to the public; (c) after the date of disclosure to DuPont, disclosed in published literature or generally available to the public, other than by a breach by DuPont of the obligations of confidentiality and non-use set forth in this Agreement; (d) developed by DuPont independently from, and without exposure to, the information provided by BioAmber; or (e) obtained by DuPont from a third party without binder of secrecy, provided that such third party had no obligation of confidentiality to BioAmber or any of its Affiliates relating to the Confidential Information.

1.3.2. Information disclosed hereunder shall not be deemed to be within the exceptions merely set forth in Section 1.3.1 merely because such information is embraced by more general knowledge in the public domain or in DuPont’s possession. In addition, no combination of features shall be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in DuPont’s possession, but only if the combination itself and its principles of operation are in the public domain or in DuPont’s possession.

1.3.3. For the purposes of Sections 1.3 through 1.3.3, inclusive, “information” includes, without limitation, all information relating to existing and potential inventions (whether or not reduced to practice), discoveries, know-how, technologies, reports, data, results, observations, computer programs, patent applications, hypotheses, research directions,

1

* Confidential treatment requested

developments, improvements, drawings, designs, specifications, methodologies, algorithms, formulas, protocols, strategic plans, business plans, business opportunities, draft and/or final regulatory filings, customers, potential customers, suppliers, markets, contracts, prices, products, personnel, strategies, policies, systems, procedures, information, processes, research, applications, methods of manufacture and any other information relating to BioAmber or any of its Affiliates.

1.20. “Representatives” means the directors, officers, employees, agents, contractors, and/or Affiliates of DuPont to whom DuPont needs to disclose Confidential Information in connection with the Parties’ performance under this Agreement.

6.6.2. Early termination of this Agreement shall not affect the rights and obligations of either Party incurred prior to termination. For example, obligations to make payments then due, and to maintain Confidential Information in confidence, shall survive termination. Upon termination, DuPont shall return Confidential Information to BioAmber, or destroy it, as BioAmber shall instruct, and cease any use of BioAmber Confidential Information.

4.1. Confidentiality and Non-Use . Confidential Information disclosed by BioAmber to DuPont shall be maintained in strict confidence by DuPont and not used by DuPont for any purpose other than those authorized by this Agreement, for a fifteen (15) year period commencing from the Effective Date. Without limiting the foregoing, DuPont shall not use Confidential Information to compete with or adversely affect the business or operations of BioAmber or its Affiliates or those doing business with them. DuPont may disclose Confidential Information to DuPont’s Representatives on a “need to know” basis, so long as such Representatives agree to be bound by the obligations of confidentiality and non-use set forth in this Agreement or at least as strict as those set forth in this Agreement. DuPont shall be responsible for any breach of the obligations of confidentiality and non-use set forth in this Agreement by any of DuPont’s Representatives.

4.2. Required Disclosure . If DuPont is required by law to disclose any Confidential Information, DuPont shall (a) notify BioAmber of such requirement sufficiently in advance of such required disclosure in order to permit BioAmber to take steps to prevent such disclosure, and (b) prior to any disclosure consult with and assist BioAmber in obtaining a protective order or other appropriate measure. In any event, DuPont will disclose only that portion of the Confidential Information which is legally required and will use best efforts to assure that confidential treatment is accorded any Confidential Information so disclosed.

4.3. Equitable Relief . DuPont acknowledges that (a) the Confidential Information disclosed to DuPont by BioAmber is the trade secret information of BioAmber, (b) any breach of the obligations of confidentiality and/or non-use set forth herein may cause irreparable harm to BioAmber, (c) in the event of such breach, damages alone will not be an adequate remedy to BioAmber, and (d) in addition to all other remedies to which BioAmber may be entitled hereunder or otherwise, BioAmber may be entitled to injunctive relief, including specific performance, with respect to said obligations in any court of competent jurisdiction.

2

* Confidential treatment requested

4.4. Return of Confidential Information . Upon request by BioAmber at any time, DuPont will promptly destroyed or return to BioAmber (at BioAmber’s sole option) the original and all copies of all BioAmber’s Confidential Information and will, upon request, certify in writing to BioAmber as to DuPont’s compliance with this paragraph, except that DuPont may keep one (1) copy for archival purposes only.

4.5. No Grant of Rights . Except as expressly set forth in this Agreement, DuPont shall not be deemed to receive any right or license under any Confidential Information disclosed by BioAmber pursuant to this Agreement.

4.6. Press Release . Bioamber may not issue any press release, advertisement, or any other communication concerning this Agreement, without the express written consent of DuPont. The Parties agree to release a press release of the form attached to this Agreement as Schedule C after the exact wording of such a press release has been agreed to by the Parties. The exact wording of the press release shall be agreed to by the Parties within thirty (30) days of the Effective Date. The parties may issues future additional press releases as the Parties may agree.

IN WITNESS WHEREOF, the parties hereto have signed this agreement as of the date first written above.

3

* Confidential treatment requested

SCHEDULE A

List of the Sublicensed Patents:

4

* Confidential treatment requested

SCHEDULE B

TECHNICAL REPORTS

5

* Confidential treatment requested

Exhibit 10.36

RESTATED TOLL MANUFACTURING AGREEMENT

THIS RESTATED TOLL MANUFACTURING AGREEMENT (the “ Agreement ”), signed as of December 7, 2012 (the “ Signature Date ”), with an effective date as of December 1 ^st , 2011 (the “ Effective Date ”), is made and entered into by and among Agro Industrie Recherches et Développements, S.A., a French entity (“ ARD ”), BioAmber S.A.S., a French entity (“ BioAmber ”) and BioAmber Inc., a Delaware corporation (“ BioAmber US ”).

PRELIMINARY STATEMENTS

WHEREAS BioAmber US, ARD and BioAmber have signed a Transitional Work Plan Agreement as of September 30 ^th , 2010 (the “ Transitional Work Plan Agreement ”) providing for the possible entry into force of a Toll Manufacturing Agreement;

WHEREAS BioAmber US, ARD and BioAmber have signed a Toll Manufacturing Agreement as of September 30 ^th , 2010, which entered into force as of November 8 ^th , 2011 (the “ Initial Toll Manufacturing Agreement ”);

WHEREAS BioAmber US, ARD and BioAmber have agreed to revised terms and conditions relating to their relationship in connection with the Initial Toll Manufacturing Agreement and therefore with to execute a Restated Toll Manufacturing Agreement, being this Agreement;

WHEREAS, BioAmber agrees to grant, for the duration of this Agreement, to ARD a non-exclusive, worldwide, royalty free license to any intellectual property rights (“IP”) (i.e. any required licensed patents and licensed know-how granted by BioAmber US to BioAmber as defined in the License Agreement between BioAmber US and BioAmber dated 25 September 2008, with the exclusion of the Derivative Products) required solely for ARD to perform its obligations as defined in this Agreement. ARD shall have the right to sublicense any of the aforementioned rights to third parties. ARD’s permitted use of the rights granted pursuant to the aforementioned license or sub-licenses shall be solely limited to the performance by ARD of its obligations provided in this Agreement.

WHEREAS BioAmber US accepts to warrant the performance by BioAmber of all its obligations mentioned in this Agreement.

WHEREAS ARD and BioAmber now wish to agree on the terms and conditions of such Restated Toll Manufacturing Agreement;

NOW, THEREFORE , in consideration of the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, and intending to be legally bound hereby, the parties agree as follows:

1

* Confidential Treatment Requested

STATEMENT OF AGREEMENT

It is understood between the Parties that at the Effective Date, and solely in order to establish the maximum production capacity of ARD, the Demonstration Plant has the following estimated capacities, based on the Product Specifications attached hereto as Schedule W and based on the actual process for the manufacture of the Products more fully described in the document entitled Process Diagram TG (attached hereto as Schedule X), being in possession of both parties; BioAmber recognizes that any change in the Product Specifications or in such Process Diagram TG (including resulting from the use of an anionic columns treatment unity or the recycling of mother liquor in nanofiltration) may reduce such production capacity of the Demonstration Plant:

2

* Confidential Treatment Requested

3

* Confidential Treatment Requested

4

* Confidential Treatment Requested

5

* Confidential Treatment Requested

any change in the unit price of the ingredients listed in the first column of Schedule Y (the “ Ingredients ”) during the aforementioned period will result in an adjustment (up or down) in the price BioAmber pays ARD, as defined in 7.1.1 and 7.1.2.

Furthermore, any reduction in the labor costs listed for such period in Schedule Z attached hereto will benefit solely to BioAmber;

6

7

* Confidential Treatment Requested

8

* Confidential Treatment Requested

The parties agree that, in addition to the average representative samples taken by the parties from each big bag (containing 500 kg of Products) pursuant to the procedure provided in the standard operating procedure INS-BIO-A-ECHMOY, individual samples will be taken by the parties at the same time from each big bag comprised in a lot and will be sent to BioAmber together with the average representative samples. Within the fifteen (15) business days period provided in Section 9.1, BioAmber will analyse, at its discretion, the average representative samples and/or all or part of the individual samples received and will inform ARD of any refusal of all or part of the analysed samples according to the provisions contained in this Agreement.

In the event that BioAmber determines that Products do not conform to the Product Specifications only based on an average representative sample, then the following shall apply:

9

* Confidential Treatment Requested

For clarity purposes, and without limiting the rights of BioAmber provided in the preceding paragraph, the right to take any additional samples by Bioamber, in addition to those initially sent together with the average representative samples, does not modify the QC Release procedure convened by the Parties under the Agreement, notably with respect to the following items:

In order to facilitate and accelerate the analysis of the samples of the Products, the parties agree that BioAmber may install in the Demonstration Plant, in a secure location to be agreed upon between the parties, acting in good faith, its own

10

* Confidential Treatment Requested

equipment in order to be able to proceed with the analysis of the samples of the Products received from ARD in the Demonstration Plant rather than in one of its other facilities. The use of BioAmber’s equipment will be reserved exclusively to BioAmber’s personnel or authorized parties, it being understood that ARD or the jointly designated qualified third party analytical lab could have access to such BioAmber’s equipment, subject to BioAmber’s approval, which shall not be unreasonably refused. If BioAmber elects to do so, the parties will negotiate in good faith a reduction in the analytical fees invoiced by ARD to BioAmber with respect to the Products.

In the event of any disagreement between ARD and BioAmber stemming from the refusal by BioAmber to approve any Product in connection with BioAmber’s right of inspection and approval provided in this subsection 9.1 (with respect to either the average representative samples or any individual samples taken in any particular big bag), ARD and BioAmber agree to jointly designate a qualified independent third party analytical lab who shall proceed with an analysis of the concerned Product and shall determine if such Product is in accordance or not with the Product Specifications. Such third party analytical laboratory shall be, until agreed otherwise by the parties, SGS. The analytical results of such third party, performed in triplicate, shall solely determine whether or not the contested Product meets Product Specifications, and the Parties agree to respect the results generated by the independent third party. The analytical methods and equipment (including limits of detection) to be used by third parties are listed in Schedule U. The parties will agree in good faith on the independent third party labs (e.g. SGS) that will undertake analyses in the event of a disagreement, subject to their having the necessary equipment and capabilities. By decreasing order of preference, said independent third party lab (e.g. SGS) will perform the required analysis (i) in their own laboratory, (ii) in a third party’s laboratory jointly approved by the parties every time a specific analysis can only be performed with said third party’s equipment, (iii) in ARD’s laboratory every time a specific analysis can only be performed with ARD’s equipment or (iv) in BioAmber’s laboratory every time a specific analysis can only be performed with BioAmber’s equipment.

Should the independent party lab (e.g. SGS) ultimately determine that the Products are in conformity with the Product Specifications, then any costs associated with that independent third party lab analysis shall immediately be borne by BioAmber or reimbursed by BioAmber to ARD, as the case may be, and the Product shall automatically be deemed QC Released. Otherwise, all costs associated with the independent third party lab analysis will be borne by ARD and the Product will not be QC Released.

11

* Confidential Treatment Requested

If ARD does not comply with the provisions stipulated in the preceding paragraph, it shall not be able to rely on any event of force majeure.

A force majeure event means an event beyond the control of the party which has not performed its obligation, such as strikes, natural disaster, social unrest, war, unavailability of means of transport, embargo.

The performance of obligations shall resume its normal course as soon as the force majeure event has ceased.

If the force majeure event lasts longer than a period of three months, each party shall have the option of automatically terminating this Agreement without damages due from either side.

12

* Confidential Treatment Requested

11.3.1. when the fifteen (15) business days delay specified in Section 9.1 of this Agreement is reached but only if during such period BioAmber has not indicated to ARD that it is not satisfied that such Product meets the Product Specifications and/or Packaging Specifications; or,

11.3.2. when prior to the term defined in section 11.3.1 above the Product have been reviewed by BioAmber according to the provisions of section 9 and BioAmber notifies ARD in writing that it is satisfied that such Product meets the Product Specifications and Packaging Specifications.; or,

11.3.3. if BioAmber moves the Products out of the Demonstration Plant without the prior express written consent of ARD.

11.3.4. when according to the provisions of section 9.1 the Product is deemed QC Released (solely if such determination is made by a third party laboratory) or BioAmber notifies ARD in writing of its intention to take the Product despite its non comformity to the Product Specifications.

Upon any of the above event occurrence, the Product will be released from quarantine and BioAmber will assume title of ownership as well as any risk associated with such ownership.

13

* Confidential Treatment Requested

Notwithstanding the preceding, in the event that BioAmber imposes a decision that ARD does not agree with related to the Product Specifications, the Packaging Specifications, the standard operating procedures and/or the master batch records of any Product to be manufactured by ARD in connection with this Agreement, and ARD notifies BioAmber of its objection in writing, indicating the reasons for its objection, then, if ARD has complied with all applicable standard operating procedures and master batch records and fulfilled its obligations under this Agreement, subject to all applicable laws, ARD shall not have any liability under this section 12.1.1 in the event that the concerned Product, when delivered to BioAmber, does not comply with the Product Specifications or the Packaging Specifications, if such non compliance is the result of the decision imposed by BioAmber.

14

For the avoidance of doubt, this article 13 does not apply to any claim made pursuant to 9.1 when ARD has remedied the reservation and claims made by BioAmber in accordance with section 9.1 of this Agreement.

No party shall, in any case, be liable to the other party for any indirect consequential, consecutive, pecuniary and/or punitive damages suffered by such other party upon execution of the Agreement.