Exhibit 10.6

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].”

CONFIDENTIAL

EXECUTION COPY

JOINT DEVELOPMENT & LICENSE AGREEMENT

This Joint Development and License Agreement (this “ Agreement ”) is made as of the 31 ^st day of December 2012 (the “ Effective Date ”), by and between Pfenex, Inc., a Delaware corporation with a principal place of business located at 10790 Roselle Street, San Diego, CA 92121 (“ Pfenex ”), and Agila Biotech Private Limited, company incorporated under the Companies Act, 1956 and having its registered office at Strides House, Bilekahalli, Bannerghatta Road, Bangalore 560 076, India (“ Agila ”). Pfenex and Agila may be referred to individually as a “ Party ” or together as the “ Parties .”

BACKGROUND

A. Pfenex has a proprietary Pseudomonas fluorescens protein expression platform (as further defined below as the “ Pfenex Expression Technology ”), which is used to increase yield, accelerate the development and production of biotherapeutics and vaccines;

B. Agila is engaged in the business of manufacturing and supplying therapeutic biological products for research and development and commercial purposes;

C. Pfenex and Agila desire to collaborate with each other, to develop certain therapeutic biological products manufactured using the Pfenex Expression Technology through the completion of the first Phase I Clinical Trial (as defined below) for each such product in accordance with the terms and conditions of this Agreement;

D. Pfenex and Agila wish to establish a joint venture company (the “ JVC ”) to further develop and commercialize one or more such products after the completion of the first Phase I Clinical Trial pursuant to a separate Joint Venture Agreement to be entered into by the Parties (the “ JVA ”) as set forth in Section 3.8; and

E. Upon successful completion of the first Phase I Clinical Trial in the Territory for such a product and the JVC’s receipt of all necessary Consents, business licenses and governmental approvals, and contingent upon the Parties’ agreement on a plan and budget for the further development and commercialization of such product, such product and all associated data, rights and assets will be transferred to the JVC and the JVC will continue the development and commercialization of such product as further provided in the JVA.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows:

Article 1

DEFINITIONS

1.1 “ Act ” means the Drugs and Cosmetics Act, 1940.

1.2 “ Affiliate ” means, with respect to a Party, any Person controlling, controlled by or under common control with such Party, for so long as such control exists. For

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

the purposes of this definition, “control” means: (a) to possess, directly or indirectly, the power to direct the management and policies of such Person, whether through ownership of voting securities or by contract relating to voting rights or corporate governance; or (b) ownership of more than fifty percent (50%) of the voting securities in such Person (or such lesser percent as may be the maximum that may be owned pursuant to Applicable Laws of the country of incorporation or domicile, as applicable). For clarity, for purposes of this Agreement, the JVC shall not be deemed an Affiliate of either Party.

1.3 “ Analytical Methods ” means, with respect to a Collaboration Product, a comprehensive set of analytical methods used to test the quality of in-process, bulk drug substance(s) and drug product(s) for the applicable Collaboration Product.

1.4 “ Applicable Laws ” means any laws, statutes, rules, regulations, guidelines, and standards promulgated by any governmental authority of competent jurisdiction applicable to the Parties or the activities contemplated hereunder, together with any judgments, orders, notices, instructions, decisions, standards, guidance and awards, each having the force of law, issued by a court or competent authority or tribunal or a Regulatory Authority to which the applicable Party is subject, including, as applicable, GCP, GLP, GMP, the Act and the Rules.

1.5 “ Background Technology ” means, with respect to a Party, any and all technology, know-how, technical information and other technical subject matter, and all intellectual property rights therein, in each case Controlled by such Party as of the Effective Date or otherwise developed or acquired by or on behalf of such Party outside the performance of this Agreement, in each case that are necessary for the performance of any Development Plan under this Agreement. For clarity, Pfenex’s Background Technology includes the Pfenex Expression Technology, including to the extent it is embodied in the Pfenex Materials and Deliverables.

1.6 “ Collaboration Product(s) ” means, individually and collectively, any product for which the Parties establish and sign a Development Plan pursuant to Section 3.1 for development hereunder, which may include but not limited to:

(a) Interferon beta-1b as a biosimilar product to the innovator product Betaseron®/Betaferon® from Bayer HealthCare Pharmaceuticals;

(b) PEGylated Interferon beta-1b;

(c) PEGylated Granulocyte Colony-Stimulating Factor (PEG-GCSF) as a biosimilar product to the innovator product Neulasta® from Amgen Inc.;

(d) PEGylated L-Asparaginase as a biosimilar product to Oncaspar® from Sigma-Tau Pharmaceuticals Inc.; and

(e) Human Growth Hormone (HGH) as a biosimilar product to Genotropin® from Pfizer Inc.

1.7 “ Consents ” means any consent, license, approval, authorization, waiver, permit, grant, concession, agreement, license, certificate, exemption, order or registration, of or with any Person.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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1.8 “ Control ” means the possession (whether by ownership, license or other authorization), as of the Effective Date or during the Term, of (a) with respect to materials, data or information, physical possession or the right to such physical possession of those items, and the right to provide them to others (including the other Party); and (b) with respect to intellectual property rights, the right sufficient to grant the applicable license or sublicense under this Agreement; in each case without violating the terms of any agreement with any Third Party. Notwithstanding anything to the contrary in this Agreement, the following shall not be deemed to be Controlled by a Party: (i) any materials, data, information or intellectual property owned or licensed by any Acquiring Entity immediately prior to the effective date of merger, consolidation or transfer, and (ii) any materials, data, information or intellectual property that any Acquiring Entity subsequently develops independently, without accessing or practicing the Pfenex Background Technology (in the case of an Acquiring Entity of Pfenex) or the Agila Background Technology (in the case of an Acquiring Entity of Agila). For the purpose of this Section 1.8, “ Acquiring Entity ” means, with respect to a Party, a Third Party that merges or consolidates with or acquires such Party, or to which such Party transfers all or substantially all of its assets to which this Agreement pertains. “ Controlled ” has its corollary meaning.

1.9 “ Facility ” means (a) each GMP-compliant facility jointly identified by both Parties for manufacturing (including storing and handling) any Collaboration Product for Phase I Clinical Trials, (b) Agila’s GMP-compliant Pilot Plant located at [*] and (c) Agila’s GMP-compliant manufacturing facility under construction at the [*] (the “ [*] Facility ”), only when all applicable testing and validation of such facility has been successfully completed, and all required Consents have been obtained, and such facility is otherwise ready and available for use in manufacture of Collaboration Products.

1.10 “ GCP ” means the then-current FDA regulations and guidelines for “Good Clinical Practice,” as promulgated by the FDA under 21 CFR Parts 50, 54, 56 and 312, as amended from time to time, or any foreign equivalents thereto (e.g., ICH Guideline for Good Clinical Practice) in the country in which the applicable Phase I Clinical Trial is conducted.

1.11 “ GMP ” means the then-current Good Manufacturing Practices pursuant to the U.S. Food, Drug and Cosmetic Act and any U.S. regulations found in Title 21 of the U.S. Code of Federal Regulations (including Parts 11, 210 and 211 and the provisions of the Act and the Rules) and comparable laws, rules and regulations applicable to the manufacture, labeling, packaging, handling, storage, supply and transport of any Collaboration Product in any jurisdiction where the applicable Collaboration Product is or may be utilized in humans hereunder.

1.12 “ GLP ” means the then-current FDA regulations and guidelines for “Good Laboratory Practice,” as promulgated by the FDA under Title 21 of the U.S. Code of Federal Regulations Part 58, as amended from time to time, or any foreign equivalents thereto in the country in which research is conducted hereunder.

1.13 “ Manufacturing Process ” means, with respect to a Collaboration Product, the process based on the Pfenex Expression Technology for the production of such Collaboration Product using the associated Manufacturing Strain, as such process may be amended from time to time by the Parties pursuant to Section 5.2 below.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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1.14 “ Manufacturing Strain ” means, with respect to a Collaboration Product, a strain of Pseudomonas fluorescens incorporating a nucleic acid sequence that is optimized to express the protein that is the active ingredient of such Collaboration Product.

1.15 “ Master Cell Bank ” means a cell bank produced from the Research Cell Bank for a Collaboration Product that complies with (a) GMP requirements for cell banks used in the production of biological products for use in humans and (b) the specifications therefor as set forth in the Development Plan for such Collaboration Product, a portion of which is anticipated to be deposited with a Third Party vendor for storage and preservation and which cell bank may be used in the establishment of the Working Cell Bank for such Collaboration Product.

1.16 “ PEGylation ” means the process of covalent attachment of polyethylene glycol (PEG) polymer chains to another molecule. “ PEGylated ” shall have its correlative meanings.

1.17 “ Person ” means any individual, corporation, partnership, limited liability company, trust, business trust, association, joint-stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, government authority or any other form of entity not specifically listed herein.

1.18 “ Pfenex Expression Technology ” means Pfenex’ proprietary Pseudomonas fluorescens expression platform technology used in the development and production of biological products, including through the optimization of a nucleic acid sequence and development of the associated manufacturing cell strains to express such product, together with all intellectual property rights therein.

1.19 “ Phase I Clinical Trial ” means a clinical development program that provides for the first introduction into humans of a pharmaceutical product with the primary purpose of making a preliminary determination with respect to safety, metabolism and pharmacokinetic properties and clinical pharmacology of such pharmaceutical product in healthy patients, or otherwise generally consistent with 21 C.F.R. §312.21(a).

1.20 “ Phase III Clinical Trial ” means any human clinical trial conducted in any country on a sufficient numbers of patients that is designed, if the defined end-points are met, to establish safety and efficacy of a pharmaceutical product in patients with the indication being studied for purposes of filing a marketing approval application or to otherwise be a pivotal trial for obtaining a marketing approval or label expansion for such pharmaceutical product or otherwise generally consistent with 21 C.F.R. §312.21(c).

1.21 “ Raw Materials ” means, with respect to any Collaboration Product(s), any and all ingredients, including media, buffers, solvents and other components (excluding the Manufacturing Strain as provided under Section 4.1.1 below) used in the manufacture of such Collaboration Product hereunder in accordance with the Manufacturing Process and Specifications for such Collaboration Product.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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1.22 “ Regulatory Approval ” means all approvals, licenses, clearances, registrations or authorizations received from any Regulatory Authority in response to a Regulatory Filing together with all necessary approvals by any regulatory advisory board (e.g. institutional review board and ethics committee).

1.23 “ Regulatory Authority ” means any federal, national, multinational, state, provincial or local regulatory agency, department, bureau or other governmental entity with authority over the development, manufacture or other commercialization (including the granting of Regulatory Approvals) of any Collaboration Product in any jurisdiction, including the Drugs Controller General of India, European Medicines Agency and the United States Food and Drug Administration (“ FDA ”), in each case, any successor entity thereto.

1.24 “ Regulatory Filings ” means any submission made to a Regulatory Authority with respect to a pharmaceutical or medicinal product, including any application necessary to commence or conduct clinical testing of such product in humans, any submission to a regulatory advisory board with respect to such product, and in each case any supplement or amendment to any of the foregoing.

1.25 “ Research Cell Bank ” means a non GMP cell bank of the Manufacturing Strain for a Collaboration Product meeting the specifications therefor as set forth in the Development Plan for such Collaboration Product.

1.26 “ Rules ” means the Drugs and Cosmetic Rules, 1945.

1.27 “ Study Results ” means any and all data, results and reports from any preclinical or clinical studies with respect to any Collaboration Product conducted hereunder, including all data, results and reports from each Phase I Clinical Trial conducted hereunder and all interim reports and the final report generated therefrom.

1.28 “ Specifications ” means, with respect to a Collaboration Product, those specifications, manufacturing guidelines, control procedures, acceptance criteria, validation protocols, packaging, storage and release requirement or procedures or other similar requirements for the manufacture of such Collaboration Product, as mutually agreed by the Parties and set forth in the applicable Development Plan.

1.29 “ Successful Completion ” means, with respect to a Phase I Clinical Trial, the meeting of primary endpoints set forth in the applicable protocol approved by the JSC and the submission of the final trial report to the applicable Regulatory Authority as required under Applicable Law.

1.30 “ Territory ” means worldwide.

1.31 “ Third Party ” means an entity other than Pfenex, Agila and their respective Affiliates.

1.32 “ Working Cell Bank ” means a cell bank of the Manufacturing Strain produced from the Master Cell Bank for a Collaboration Product that complies with (a) GMP requirements for cell banks used in the production of biological products for use in humans and (b) the specifications therefor as set forth in the Development Plan for such Collaboration Product.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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1.33 Additional Defined Terms . Each of the following terms shall have the meaning described in the corresponding section of this Agreement indicated below:

1.34 Interpretation . The captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits means the particular Articles and Sections of or Exhibits to this Agreement, and references to this Agreement include all Exhibits hereto. Unless context clearly requires otherwise, whenever used in this Agreement: (a) the words “include” or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation;” (b) the word “or” shall have its inclusive meaning of “and/or;” (c) the word “day” or “quarter” or “year” means a calendar day or calendar quarter or calendar year unless otherwise specified; (d) the word “notice” shall require notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (e) the words “hereof,” “herein,” “hereunder,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (f) provisions that require that a Party or the Parties hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter or otherwise; (g) words of any gender include the other gender; (h) words using the singular or plural number also include the plural or singular number, respectively; (i) references to any specific law, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement thereof; and (j) provisions that refer to Persons acting “under the authority of Pfenex” shall include Pfenex’s Affiliates or licensees, as

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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applicable, and those Persons acting “under the authority of Agila” shall include Agila’s Affiliates or sublicensees, as applicable; conversely, those Persons acting “under the authority of Pfenex” shall exclude Agila, its Affiliates and sublicensees, as applicable, and those Persons acting “under the authority of Agila” shall exclude Pfenex, its Affiliates and licensees, as applicable.

Article 2

GOVERNANCE

2.1 JSC Establishment . Within thirty (30) days of the Effective Date, the Parties agree to establish a joint steering committee (“ JSC ”) for the overall coordination and oversight of the Parties’ activities under this Agreement.

2.2 JSC Membership . The JSC shall be comprised of an equal number of representatives from each of Pfenex and Agila, with at least two (2) representatives from each Party. Either Party may replace its respective JSC representatives at any time with prior written notice to the other Party, provided that such replacement has comparable authority and scope of functional responsibility within that Party’s organization as the individual he or she is replacing. Without limiting the foregoing, each Party shall appoint by notice to the other Party one of its members to the JSC as a co-chair of the JSC (each, a “ Co-Chair ”). The Co-Chairs shall (a) coordinate and prepare the agenda and ensure the orderly conduct of the JSC’s meetings, (b) attend (subject to below) each meeting of the JSC, and (c) prepare and issue minutes of each meeting within ten (10) business days thereafter accurately reflecting the discussions and decisions of the JSC at such meeting. Such minutes from each JSC meeting shall not be finalized until a member from each Party has reviewed and approved the accuracy of such minutes in writing. The Co-Chairs shall solicit agenda items from the other JSC members and provide an agenda along with appropriate information for such agenda reasonably in advance (to the extent possible) of any meeting. In the event the presiding Co-Chair or another member of the JSC from either Party is unable to attend or participate in any meeting of the JSC, the Party who designated such member may designate a substitute representative for the meeting.

2.3 JSC Responsibilities . The role of the JSC shall be:

2.3.1 to review and approve the Development Plan for any Collaboration Product(s) and any amendment thereto;

2.3.2 to coordinate and oversee the transfer of Pfenex Materials and Deliverables to Agila;

2.3.3 to manage and oversee the implementation of the Development Plan for any Collaboration Product(s), including all regulatory activities required or otherwise conducted in accordance therewith;

2.3.4 to monitor each Phase I Clinical Trial conducted pursuant to the Development Plan for the respective Collaboration Product(s);

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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2.3.5 to provide a forum for the Parties to exchange information with respect to matters pertaining to and status of the performance of the Development Plan for any Collaboration Product(s);

2.3.6 to coordinate and oversee the transfer of any Collaboration Product(s) to the JVC pursuant to Section 3.9; and

2.3.7 to perform such other functions as appropriate to further the purposes of this Agreement, as expressly set forth hereunder or otherwise agreed in writing by the Parties.

2.4 JSC Meetings .

2.4.1 Conduct . During the Term, the JSC shall hold at least one (1) meeting per calendar quarter in accordance with a schedule established in advance annually or as the JSC otherwise agrees. Meetings of the JSC shall be effective only if at least one (1) representative of each Party is present or participating. The JSC may meet either (a) in person at either Party’s facilities or at such locations as the Parties may otherwise agree; or (b) by audio or video teleconference; provided that at least one (1) such meeting per year shall be in person. With the prior consent of the other Party’s representatives (such consent not to be unreasonably withheld or delayed), each Party may invite non-member employees to participate in the discussions and meetings of the JSC, provided that such participants shall have no vote and shall be subject to the confidentiality provisions set forth in Article 9 of this Agreement. Additional meetings of the JSC may also be held with the mutual consent of the Parties, or as required under this Agreement, and neither Party will unreasonably withhold or delay its consent to hold any such additional meeting. Each Party shall be responsible for all of its own expenses incurred in connection with participating in the JSC.

2.4.2 Progress Report . At each meeting of the JSC, each Party shall summarize to the JSC the progress of the activities performed by or under authority of such Party and its Affiliates with respect to each Collaboration Product during the period since the last meeting of the JSC.

2.5 JSC Decision Making . Decisions of the JSC shall be made by consensus, with each Party having one (1) vote. Each Party shall act in good faith to reach consensus on all matters and act in the general spirit of cooperation and in no event shall either Party unreasonably withhold, condition or delay any approval or other decision of the JSC hereunder. In the event the JSC fails to reach consensus with respect to a particular matter within its authority, then upon request by either Party such matter shall be resolved pursuant to Section 14.10. For clarity, the JSC shall not have the power to amend or modify this Agreement, and no decision of the JSC shall be in contravention of any terms or conditions of this Agreement. It is understood and agreed that issues to be formally decided by the JSC are only those specific issues that are expressly provided in this Agreement or otherwise mutually agreed by the Parties to be decided by the JSC.

2.6 Alliance Manager . Promptly after the execution of this Agreement each Party shall appoint a single individual to act as the primary point of contact between the Parties

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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in connection with the performance of the Development Plans (each, an “ Alliance Manager ”). Each Party may at any time appoint a different Alliance Manager by written notice to the other Party and may elect, upon mutual agreement by the Parties, to eliminate the responsibilities of the Alliance Managers. The Alliance Managers shall be entitled to attend meetings of the JSC, but shall not have, or be deemed to have, any rights or responsibilities of a member of the JSC. Each Alliance Manager may bring any matter to the attention of the JSC where such Alliance Manager reasonably believes that such matter requires such attention.

2.7 Subcommittees . Promptly after the establishment of the JSC, the JSC shall establish the following subcommittees (each, a “ Subcommittee ”): (a) a preclinical, clinical and regulatory Subcommittee to coordinate and make all day-to-day decisions necessary to implement any preclinical or clinical studies and regulatory activities set forth in each Development Plan; (b) a chemistry, manufacturing, and controls (CMC) Subcommittee to coordinate and make all day-to-day decisions necessary to implement any manufacturing-related activities set forth in each Development Plan; (c) a commercialization Subcommittee to (i) propose business/ commercialization strategies and priorities with respect to the Collaboration Products for the review and approval of the JSC and (ii) coordinate and resolve any issue arising from the performance of each Development Plan that may impact such business/commercialization strategy for any Collaboration Product; (d) an intellectual property Subcommittee to develop and implement the intellectual property strategy with respect to Collaboration Technology and coordinate the prosecution and maintenance of patents and patent applications claiming any jointly owned Collaboration Technology; and (e) a Subcommittee to oversee and coordinate the transfer of various technologies as contemplated herein, whether between the Parties or to a Third Party. Each Subcommittee shall consist of equal number of representatives of each Party and shall meet with such frequency as the JSC determines is appropriate. Each Subcommittee shall be responsible for day-to-day implementation and operations of the activities under this Agreement for which it has or is otherwise assigned responsibility, provided that such implementation is not inconsistent with the express terms of this Agreement, the applicable Development Plan or the decisions of the JSC. Each Subcommittee shall operate by unanimous vote in all decisions, with each Party having one (1) vote and with at least one (1) representative from each Party participating in such vote. If, with respect to a matter that is subject to a Subcommittee’s decision-making authority, the Subcommittee cannot reach unanimity, the matter shall be referred to the Alliance Manager, who shall submit such matter to the JSC for resolution in accordance with Section 2.5. The various Subcommittees may have overlapping membership and the Parties will attempt to time meetings of the JSC and the various Subcommittees to maximize productivity of the members and minimize costs associated therewith.

Article 3

PRODUCT DEVELOPMENT

3.1 Development Plan . Promptly after the execution of this Agreement, on a Collaboration Product-by-Collaboration Product basis, Pfenex and Agila shall jointly prepare a mutually-agreed written work plan for any Collaboration Product(s) that sets out in reasonable detail the development activities to be conducted by each Party and its designees for the Successful Completion of the first Phase I Clinical Trial for any Collaboration Product(s), as well as the location, protocol, budget and timelines for completion of various tasks therefor

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(each, a “ Development Plan ”). Each Development Plan shall be subject to the JSC’s approval. Upon the JSC’s approval of a Development Plan, such Development Plan shall be signed by a duly authorized representative from each Party and attached hereto as a part of this Agreement. For the avoidance of doubt, unless and until the Parties sign the Development Plan for any Collaboration Product, neither Party shall have any obligation with respect to any product hereunder; provided, however, that unless and until the earlier of (a) the Parties sign a Development Plan therefor or (b) either Party provides sixty (60) days’ prior written notice to the other Party of its intent to exclude a product described in Section 1.6(a) — (e), the Parties shall use good faith efforts to prepare and agree on Development Plan therefor prior to the date specified in Exhibit 1 (as may be amended from time to time by the Parties). Each Development Plan will be updated and approved semi-annually by the JSC and shall be consistent with the general allocation of responsibilities described in Section 3.2 below. Without limiting the foregoing, any material modifications or additions to any Development Plan (including any proposed change(s) to any Third Party designee) shall be first approved by JSC prior to its implementation. Each Party shall perform its obligations allocated to it under each Development Plan in accordance with the terms and conditions of this Agreement (including the diligence requirement set forth in Article 8), the applicable Development Plan and all Applicable Laws.

3.2 General Allocation of Responsibilities .

3.2.1 To Pfenex . As further provided in the applicable Development Plan, with respect to each Collaboration Product, Pfenex shall be responsible for and shall bear the expenses of:

(a) establishing and characterizing a Research Cell Bank for such Collaboration Product (and in the case of the Interferon beta-1b Collaboration Product only, an initial Master Cell Bank and Working Cell Bank);

(b) developing Manufacturing Process and Analytical Methods for such Collaboration Product;

(c) transferring the Research Cell Bank, Manufacturing Process and Analytical Methods for such Collaboration Product to Agila along with copies of existing documentation associated therewith;

(d) providing technical assistance to Agila with respect to Agila’s use thereof in accordance with and during the Term; and

(e) providing assistance to Agila to apply for any funding/grants from any national (Indian), international or other sources for the development of such Collaboration Product.

3.2.2 To Agila . As further provided in the applicable Development Plan, with respect to each Collaboration Product, Agila shall be responsible for and shall bear the expenses of:

(a) establishing and characterizing a Master Cell Bank and Working Cell Bank for the production of such Collaboration Product (except in the case of the Interferon beta-1b Collaboration Product only, for which Pfenex will be responsible for establishing and characterizing the initial Master Cell Bank and Working Cell Bank);

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(b) transferring a portion of the Master Cell Bank to a mutually agreed Third Party for storage and preservation;

(c) performing any necessary formulation development for such Collaboration Product;

(d) performing any necessary scale up and validation activities and implementing the GMP manufacturing of such Collaboration Product;

(e) performing the proper stability studies and analytical, process and shipping validation for such Collaboration Product in accordance with GMP;

(f) developing and performing any necessary PEGylation process for such Collaboration Product;

(g) obtaining and maintaining appropriate Consents including facility permits, manufacturing licenses, manufacturing and analytical records and approvals necessary for the manufacture of such Collaboration Product;

(h) performing any necessary GLP toxicology study for such Collaboration Product and provide sufficient amount of such Collaboration Product for other preclinical studies and the first Phase I Clinical Trial;

(i) managing regulatory matters (including making all Regulatory Filings with Regulatory Authorities for obtaining all necessary Regulatory Approvals to initiate the first Phase I Clinical Trial for such Collaboration Product); and

(j) conducting the first Phase I Clinical Trial for such Collaboration Product and undertake other actions necessary for the Successful Completion of such Phase I Clinical Trial; and

(k) applying for funding/grants from any national (Indian), international or other sources for the development of such Collaboration Product, with the assistance of Pfenex.

3.3 Development Costs . As between the Parties, each Party shall bear all of the costs and expenses incurred in connection with any of the activities allocated to such Party under this Agreement and each applicable Development Plan. Notwithstanding anything to the contrary in this Agreement or any Development Plan, Agila shall be responsible for all costs and expenses incurred by the Parties in conducting the first Phase I Clinical Trial of any Collaboration Product hereunder. Notwithstanding the foregoing, neither Party may commit to, enter into any agreement for the conduct of a Phase I Clinical Trial or manufacturing agreement under the Development Plan(s) for any Collaboration Product(s) except as approved by the JSC; provided, however, Agila will reimburse Pfenex for those costs incurred in connection for the Phase I Clinical Trial for the Interferon beta-1b Collaboration Product (including the GMP manufacture of such Collaboration Product therefor) as set forth on Exhibit 2 .

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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3.4 Subcontractors . Except as set forth in the applicable Development Plan, neither Party may subcontract or otherwise delegate all or any portion of its obligations under this Agreement (including substituting or adding manufacturing or contract research facilities of a Third Party) without JSC’s prior written approval. When considering a subcontractor a Party will advise the JSC, which will establish an audit team comprised of members from each Party to audit or review such subcontractor to ensure that the subcontractor meets the qualifications necessary and has complied with Applicable Laws with respect to the subcontracting activities for which such subcontractor is being considered. To the extent such approval is granted, the subcontracting Party shall (a) ensure that each such subcontractor has and maintains all appropriate qualifications and complies with Applicable Laws and that the other Party or its designee has the right to participate in and approve such qualification process; (b) ensure that all such approved subcontractors comply with the provisions of this Agreement; and (c) be responsible for each such subcontractor’s performance hereunder (including, without limitation, any breach of this Agreement by such subcontractor), as if such subcontracting Party were itself performing such activities. For clarity, each Party may exercise its rights or perform its obligations under this Agreement through one or more of its Affiliates; provided that each Party shall ensure that each such Affiliate complies with the provisions of this Agreement and be responsible for each such Affiliate’s performance hereunder (including, without limitation, any breach of this Agreement).

3.5 Protocols . All protocols for any pre-clinical or clinical studies to be performed with respect to each Collaboration Product shall be developed by the relevant Subcommittee, in consultation with those relevant scientific/technical representatives from each Party, and submitted to the JSC for its review and approval. Further, any material modification to any such protocol shall subject to the review and approval of the JSC. For the avoidance of doubt, all study sites and investigators for each Phase I Clinical Trial of any Collaboration Product conducted under this Agreement shall be included in the applicable Development Plan and subject to the review and approval of the JSC.

3.6 Information Sharing . On an annual basis or as the JSC otherwise determines during the Term, and without limiting Section 2.4.2, each Party shall provide to the other Party the documentation, reports and other data from or relating to any completed or ongoing development activities and the results thereof (and summaries of any results in English if such documentation and materials are not provided in English) controlled by such Party relating to each Collaboration Product (including documentation relating to Regulatory Filings and Regulatory Approvals, original source data, reports, case report forms (CRFs) and summary literature). Each Party shall have the right to use, and disclose (provided that if such information is the Confidential Information of the other Party, such disclosure shall be subject to confidentiality obligations as set forth in Article 9 of this Agreement) such information to the extent necessary to exercise its rights and fulfill its obligations hereunder.

3.7 Exclusivity of Efforts . On a Collaboration Product-by-Collaboration Product basis, during the Term for the applicable Collaboration Product, each Party agrees that, except for its obligations hereunder, neither it nor any of its Affiliates shall develop,

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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manufacture, supply or commercialize any Collaboration Product, or assist any Third Party to perform any such activities with respect to any Collaboration Product. In addition, neither Party shall, during or after the Term, use any Study Results other than pursuant to this Agreement or the JVA. Notwithstanding the foregoing, nothing herein is intended to require a Party to breach those obligations set forth in Exhibit 3 under such Party’s name.

3.8 Execution of the JVA . As soon as practicable after the execution of this Agreement, the Parties shall finalize and execute the JVA by no later than February 28, 2013. It is understood that the JVA will be in the form under negotiations by the Parties as of the Effective Date, except that the Parties may (i) change the jurisdiction of incorporation of the JVC as mutually agreed by the Parties, (ii) make other changes to the extent necessary or appropriate to comply with applicable laws of the jurisdiction of incorporation of the JVC, and (ii) modify those tax-related provisions for the purpose of minimizing each Party’s tax liabilities arising from its activities under the JVA to the extent legally permissible.

3.9 Collaboration Product Transfer to the JVC . On a Collaboration Product-by-Collaboration Product basis, reasonably in advance of the anticipated completion of the first Phase I Clinical Trial for a Collaboration Product, the Parties shall, through the JSC, discuss and develop a detailed development plan and budget setting forth in reasonable detail the activities to be conducted by the JVC for the further development and commercialization of such Collaboration Product and associated budget and timelines, including the strategy for conducting Phase III Clinical Trials for such Collaboration Product, the location for such trials, the contract research organizations to conduct such trials and the budget therefor, as well as the launch strategy for such Collaboration Product and budget therefor (each, a “ Plan and Budget ”). Upon Successful Completion of the first Phase I Clinical Trial in the Territory for a Collaboration Product and the JVC’s receipt of all necessary Consents, business licenses, permits and Regulatory Approvals, and further contingent upon the Parties’ agreement on the applicable Plan and Budget and the JVC board of director’s ratification thereof, such Collaboration Product will be transferred to the JVC, and the JVC will continue the development and commercialization of such Collaboration Product in accordance with the applicable Plan and Budget as further provided in the JVA. The Parties shall conduct no further development activities with respect to a Collaboration Product under this Agreement after such Collaboration Product is transferred to the JVC.

Article 4

PFENEX DELIVERABLES

4.1 Delivery of Manufacturing Strain; Restrictions .

4.1.1 Delivery . With respect to each Collaboration Product, promptly after Pfenex has established (a) Research Cell Bank, (b) Manufacturing Process and (c) Analytical Methods for such Collaboration Product, Pfenex shall deliver to Agila the Manufacturing Process and the associated Research Cell Bank, Analytical Methods for the production of such Collaboration Product (all such deliverables (including in the case of the Interferon beta-1b Collaboration Product only, an initial Master Cell Bank and Working Cell Bank) together with all modifications or derivatives thereof based in whole or part from the Pfenex Expression Technology, collectively referred to as the “ Pfenex Materials and

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Deliverables ”). Pfenex Materials and Deliverables shall be and remain the sole and exclusive property of Pfenex and the physical possession of such Pfenex Materials and Deliverables by Agila shall not be (nor be construed as) a sale, lease, offer to sell or lease, or other transfer of title of such materials to Agila. Except as expressly provided in this Agreement, no licenses or rights shall be deemed granted to Agila, by implication, estoppel or otherwise, by the transfer of physical possession of any such Pfenex Materials and Deliverables to Agila.

4.1.2 Limitations on Use and Transfer . Agila shall not use the Pfenex Materials and Deliverables for any purpose other than for the performance of its obligations under this Agreement. Except as otherwise authorized by Pfenex in writing, Agila shall not provide the Pfenex Materials and Deliverables to any Person other than to approved subcontractors in furtherance of Section 3.4 or those employees of Agila who require access to the Pfenex Materials and Deliverables, in each case for the performance of the activities allocated to Agila under any Development Plan. Agila shall only use the Pfenex Materials and Deliverables in compliance with all Applicable Laws.

4.1.3 No Modification or Derivation . Except as (a) expressly set forth in the applicable Development Plan or (b) allowed with Pfenex’s prior written consent, Agila shall not attempt to alter or modify the Pfenex Materials and Deliverables in any way, or to make any derivatives or modifications thereof and shall not under any circumstances attempt, directly or indirectly, to analyze, characterize, reverse engineer or otherwise derive the sequences, or constructs of the Pfenex Materials and Deliverables. It is understood that from time to time with Pfenex’s prior consent, Agila may modify the Pfenex Materials and Deliverables so as to improve the performance thereof.

4.1.4 Care in Use of the Pfenex Materials and Deliverables . Agila acknowledges that the Pfenex Materials and Deliverables are experimental in nature and may have unknown characteristics and therefore agrees to use prudence and all reasonable care in the use, handling, storage, containment, transportation and disposition of the Pfenex Materials and Deliverables.

4.2 Warranties Regarding Pfenex Materials and Deliverables . Pfenex hereby represents and warrants to Agila that (a) Pfenex owns or has rights to the Pfenex Materials and Deliverables; (b) Pfenex has the right to provide the Pfenex Materials and Deliverables to Agila for use in accordance with this Agreement and (c) the Pfenex Materials and Deliverables meet the written specifications therefor as set forth in the applicable Development Plan(s) at the time of delivery to Agila.

4.3 Acknowledgement . Agila acknowledges that the use or modification of the Pfenex Materials and Deliverables other than as permitted under this Agreement could cause irreparable damage to Pfenex. As such, Agila agrees that: (a) any breach of this Article 4 shall be considered a material breach of this Agreement; (b) Pfenex shall have the right to receive an assignment of all right, title and interest in and to any patent or patent application that contains, discloses or claims any invention arising from an impermissible modification or use of the Pfenex Materials and Deliverables, and (c) the remedies set forth in subsections (a) and (b) shall not prejudice Pfenex’s right to pursue any legal or equitable remedy available to Pfenex for any violations of this Article 4.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Article 5

MANUFACTURING OF COLLABORATION PRODUCTS

5.1 General . As between the Parties, Agila shall be solely responsible for manufacturing any Collaboration Product(s) for any pre-clinical studies, the first Phase I Clinical Trial for any Collaboration Product(s) and otherwise in support of the Development Plan therefor at its own costs in the Facilities. All Collaboration Product(s) supplied by Agila hereunder for use in any Phase I Clinical Trial shall meet the applicable Specifications therefor and shall be manufactured at the Facility in accordance with the applicable Manufacturing Process and all Applicable Laws (including GMP). Agila shall perform quality control procedures reasonably necessary to ensure that any Collaboration Product(s) for use in any clinical studies conform fully to the applicable Specifications.

5.2 Changes . Once transferred to Agila, neither Party shall make any changes to the Manufacturing Process, Specifications, Analytical Methods, Facility, Raw Materials or any other item in any manner that would reasonably cause any Collaboration Product for use in any clinical studies not to comply with the Specifications therefor or Applicable Laws, without the JSC’s prior written approval. If either Party desires any such change, it may request such change through the JSC. All such changes shall be documented in a writing signed by an authorized representative of each of Pfenex and Agila.

5.3 Deviations . Without limiting Section 5.2 above, in the event any material deviations occur during the course of the manufacture of any batch of any Collaboration Product for use in any clinical studies under this Agreement, Agila shall immediately provide the JSC with a detailed written description of such deviation. In addition, Agila shall undertake all reasonable and appropriate actions to investigate the cause of such deviation and to correct the same.

5.4 Agila Warranties . Agila represents and warrants that:

5.4.1 Collaboration Product . All Collaboration Product supplied by Agila hereunder shall comply with all Applicable Laws, GMPs and meet all Specifications, and Agila shall perform and document all manufacturing and supply activities contemplated herein in compliance with all Applicable Laws.

5.4.2 Facilities and Equipment . The Facility(ies), all equipment used for the manufacture of each Collaboration Product within the Facility(ies) and the activities contemplated herein complies with all Applicable Laws and Agila shall obtain and maintain all Consents including governmental registrations, permits, licenses and approvals necessary for Agila to manufacture each Collaboration Product, and otherwise to perform its obligations, under this Agreement.

5.5 Manufacturing Records . Agila shall generate and maintain complete and accurate records and samples as necessary to evidence compliance with this Agreement and all Applicable Laws and other requirements of applicable governmental authorities relating to the manufacture of each Collaboration Product, including validation data, stability testing data, certificates of analysis, certificates of origin of all raw materials, batch and lot records, quality

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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control and laboratory testing, and any other data required by Applicable Laws. All such records and samples shall be maintained for such periods as may be required by Applicable Law. Upon request by Pfenex, Agila shall provide Pfenex (or its designee) reasonable access to, and copies and portions of, such records and samples, including all batch and lot records, and any supporting data relating thereto, including written investigations of any deviations that may have been generated from manufacturing, packaging, inspection, or testing processes.

5.6 Inspection . During the Term and such longer period required by Applicable Laws, upon at least ten (10) business days advance notice and at reasonable frequency, Pfenex shall have the right to inspect and audit, during regular business hours: (a) any Facility or any other location at which any of the manufacturing, processing or other activities relating to any Collaboration Product are performed hereunder; and (b) any of the manufacturing and quality control records and all other documentation relating to the manufacturing, processing and other activities with respect to any Collaboration Product (including any internal quality control audits or reviews. Such inspections and audits shall be for the purpose of ascertaining compliance with Applicable Laws, the Specifications and other aspects of this Agreement, reviewing correspondence, reports, filings and other documents from or to Regulatory Authorities to the extent related to the manufacturing, processing and other activities hereunder, approving, where appropriate, all variances from applicable requirements hereunder, and evaluating the implementation of all manufacturing and process changes pursuant to this Agreement. In performing any such audit or inspection, employees or consultants of Pfenex shall: (i) not unreasonably interfere with other activities of Agila being carried out at the location at which such audit or inspection is taking place; and (ii) observe all rules and regulations applicable to visitors and to individuals employed at the Facility which have been communicated by Agila to Pfenex in writing. Any information obtained by Pfenex through such inspections and audits shall be treated as Confidential Information of Agila in accordance with Article 9 below.

5.7 [*] Facility . Agila will use all reasonable efforts to ensure that all applicable testing and validation of the [*] Facility has been successfully completed, and all required Consents have been obtained, and such facility is otherwise ready and available for use in manufacture of each Collaboration Product as soon as practicable and in no event later than the earlier of (i) the time Agila or the JVC, as applicable, receives a manufacturing license for the applicable Collaboration Product from the applicable Regulatory Authority and (ii) the JVC is otherwise prepared to commercially launch such Collaboration Product. In the event that the [*] Facility is not so completed for commercial production, Agila shall make alternative arrangements to supply the Collaboration Product(s) to the JVC for commercialization under the terms and conditions set in the JVA.

Article 6

REGULATORY MATTERS

6.1 General . As between the Parties, Agila shall be solely responsible for Regulatory Filings, obtaining and maintaining all necessary Regulatory Approvals for the initiation and performance of the first Phase I Clinical Trial for each Collaboration Product; provided that all such activities shall be performed in a manner that is consistent with the applicable Development Plan developed in accordance with Section 3.1. As between the Parties, Agila shall assume all responsibilities of sponsors and investigators under Applicable Laws for

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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the first Phase I Clinical Trial for each Collaboration Product. Upon the transfer of any Collaboration Product to the JVC as provided in Section 3.9, Agila shall assign and deliver, or cause to be assigned and delivered, to the JVC, and the JVC shall assume control of, all Regulatory Filings and approvals (including Regulatory Approvals) and all communications with the applicable Regulatory Authorities with respect thereto obtained and maintained by Agila or its Affiliate in connection with the development of such Collaboration Product(s).

6.2 Meetings with Regulatory Authorities . Agila shall timely inform Pfenex as soon as reasonably practicable of any meetings scheduled with any Regulatory Authority concerning any Collaboration Product. As reasonably requested in a timely manner, Agila shall allow representatives from Pfenex to participate in such meetings with any Regulatory Authority.

6.3 Regulatory Filings . Reasonably in advance of the submission of any Regulatory Filing or material correspondence with applicable Regulatory Authorities for any Collaboration Product, Agila shall provide a copy of such document to Pfenex for its review and shall incorporate any reasonable comments and suggestions provided by Pfenex with respect thereto. Agila shall make available, directly, or through the JSC, copies of any Regulatory Filing or correspondence with applicable Regulatory Authorities for any Collaboration Product promptly after such Regulatory Filing or correspondence has been submitted to the applicable Regulatory Authority.

6.4 Regulatory Actions . Agila shall permit all applicable Regulatory Authorities to conduct such inspections of the Facility or any other location at which any of the manufacturing or development activities (including pre-clinical or clinical studies) relating to any Collaboration Product are performed, as such Regulatory Authorities may request in accordance with Applicable Laws and shall cooperate with such Regulatory Authorities with respect to such inspections and any related matters. Agila shall give Pfenex prompt written notice of any such inspections, and shall keep Pfenex informed about the results and conclusions of each such regulatory inspection, including actions taken by Agila to remedy conditions cited in such inspections. In addition, Agila shall allow Pfenex or its representative to assist in the preparation for and be present at such inspections for which it has advanced notice. Agila shall provide Pfenex with copies of any written inspection reports issued by any Regulatory Authority and all correspondence between Agila and any Regulatory Authority with respect thereto. Additionally, Agila agrees to promptly notify and provide Pfenex copies of any request, directive or other communication of the applicable Regulatory Authority relating to or otherwise that may affect any Collaboration Product or its manufacture or development. Prior to responding to any reports, requests, directive or other communications issued by any Regulatory Authority relating to or otherwise that may affect any Collaboration Product or its manufacture or development, Agila shall provide Pfenex a copy of its proposed response for Pfenex’s review and comments and Agila shall include any reasonable comments or recommendations provided by Pfenex with respect thereto prior to submitting such response to the applicable Regulatory Authority. Agila shall provide Pfenex a copy of its final response contemporaneously with submitting the response to the Regulatory Authority.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Article 7

RECORDS; INSPECTIONS

7.1 Record Keeping . Without limiting any other specific record-keeping obligations set forth in this Agreement or any Development Plan, each Party shall generate and maintain, during the Term and such longer period required by Applicable Laws, complete and accurate records related to its performance of its obligations under each Development Plan as necessary to evidence compliance with this Agreement and all Applicable Laws. Upon the transfer of any Collaboration Product to the JVC as provided in Section 3.9, each Party shall deliver, or cause to be delivered, to the JVC all records (or copies thereof) kept by such Party in accordance with this Section 7.1.

7.2 Inspection . Without limiting any other specific inspection provisions in this Agreement or any Development Plan, during the Term and such longer period required by Applicable Laws, at least ten (10) business days advance notice by a Party and at reasonable frequency, such Party shall have the right to inspect and audit, during regular business hours, the records kept by the other Party pursuant to Section 7.1. Such inspections and audits shall be for the purpose of ascertaining compliance with this Agreement and Applicable Laws. Any information obtained by the auditing Party through such inspections and audits shall be treated as Confidential Information of the audited Party in accordance with Article 9 below.

Article 8

DILIGENCE

8.1 Diligence . Each Party will expend, with respect to each objective set forth in this Agreement or otherwise assigned to such Party under any Development Plan, its reasonable, good faith efforts to accomplish such objective consistent with those efforts it normally expends to accomplish a similar objective under similar circumstances. It is understood and agreed that with respect to any Collaboration Product(s), each Party’s efforts will be substantially equivalent to those efforts and resources commonly used for pharmaceutical products owned by it or to which it has rights, which product is at a similar stage in its development or product life and is of similar market potential as such Collaboration Product taking into account all relevant factors. Without limiting the foregoing, each Party shall achieve the applicable milestones set forth in Exhibit 1 attached hereto (each, a “ Milestone ”) with respect to activities assigned to it under this Agreement or the applicable Development Plan within the corresponding timelines set forth in Exhibit 1 . For clarity, the date by which the Development Plan for each Collaboration Product shall be executed by the Parties shall each be a Milestone, and a failure to meet such Milestone with respect to a Collaboration Product shall trigger the termination right set forth in Section 3.1 with respect to such Collaboration Product.

Article 9

CONFIDENTIALITY

9.1 Confidential Information . The Parties may from time to time disclose to each other Confidential Information. “ Confidential Information ” means any information disclosed by one Party to the other Party hereto, which (i) if disclosed in tangible form is marked “confidential” or with other similar designation to indicate its confidential or proprietary nature,

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(ii) if disclosed orally, is identified as confidential or proprietary by the Party disclosing such information at the time of its initial disclosure and is confirmed in writing as confidential or proprietary by the disclosing Party within forty five (45) days after such initial disclosure, or (iii) is reasonably expected to be treated in a confidential manner based on the nature of such information and the circumstances of its disclosure. For clarity, the terms of this Agreement and all Study Results shall be deemed Confidential Information of both Parties. Notwithstanding the foregoing or anything herein to the contrary, a receiving Party’s obligations under this Article 9 shall not apply to any information that, in each case as demonstrated by written documentation: (a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the receiving Party by a Person other than the disclosing Party; or (e) was independently developed by the receiving Party without use of or reference to any Confidential Information of the disclosing Party.

9.2 Confidentiality . During the Term of this Agreement and for five (5) years thereafter without regard to the means of termination (or if the JVA is entered into, then such longer period as required by the JVA), neither Party shall use, for any purpose other than the purpose of this Agreement including (i) in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement and (ii) to the extent such disclosure is reasonably necessary in filing for, prosecuting or maintenance of patents and other intellectual property rights (including applications therefor) in accordance with this Agreement, prosecuting or defending litigation, complying with applicable governmental regulations, filing for, conducting preclinical or clinical trials, obtaining and maintaining regulatory approvals, or otherwise required by Applicable Laws or the rules of a recognized stock exchange, reveal or disclose to any Third Party other than consistent with such use including to potential investors, acquirers, investment bankers, lenders or their respective advisors and attorneys, Confidential Information and materials disclosed by the other Party (whether prior to or during the Term of this Agreement) without first obtaining the written consent of the other Party. The Parties agree to take all necessary steps to ensure that Confidential Information is securely maintained and to inform those who are authorized to receive such Confidential Information of their obligations under this Agreement and subject to written non-disclosure, non-use requirements consistent with this Article 9. Upon the termination or expiration of this Agreement for any reason (unless the JVA is entered into, then as required in the JVA), the receiving Party promptly shall, upon request by the disclosing Party, return all such Confidential Information, and any copies or reproductions thereof, to the disclosing Party and agrees to make no further use of such Confidential Information, except it may retain one copy thereof solely for use in complying with any record keeping and other obligations within such Party’s jurisdiction.

9.3 Reasonable Precautions . The Parties shall take all reasonable precautions to prevent the use or disclosure of such Confidential Information of the other Party without first obtaining the written consent of the other Party, except in accordance with Section 9.2 which may require disclosure to a governmental authority, regulatory authority, pricing authority in the Territory or otherwise required to be disclosed for diligence exercise for any transaction in connection with the development of any Collaboration Product in accordance herewith which may involve any Third Party, government authority, customer, bank, fund raising institution subject to written non-disclosure, non-use requirements consistent with this Article 9.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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9.4 Publicity Review .

9.4.1 Press Releases and Public Announcements . Neither Party shall issue any press release or other publicity materials, or make any public presentation with respect to this Agreement, the terms or conditions of this Agreement, or any Collaboration Product including with respect to any Study Results without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed). The restrictions provided in this Section 9.4.1 shall not apply to disclosures required by Applicable Law, including as may be required in connection with any filings made with the Securities and Exchange Commission or similar non-U.S. regulatory authority, or by the disclosure policies of a major stock exchange; provided that each Party shall use good faith efforts to provide any such disclosure at least five (5) business days prior to such disclosure (to the extent practicable) for the other Party’s review and comment.

9.4.2 Use of Names . Neither Party shall utilize the name or trademarks of the other Party or make any disclosures concerning this Agreement, without the other Party’s prior written consent, provided that such use or disclosure shall be permitted if required by Applicable Laws and the Party making such use or disclosure consults with the other Party to the extent practicable not less than thirty (30) days prior the use or disclosure.

9.5 Prior Agreement . This Agreement supersedes the terms and conditions of the Confidentiality Agreement between the Parties dated May 2, 2012 (“ Prior Confidentiality Agreement ”) with respect to information disclosed thereunder. All information exchanged between the Parties under such Prior Confidentiality Agreement shall be deemed Confidential Information of the disclosing Party and shall be subject to the terms of this Article 9.

Article 10

INTELLECTUAL PROPERTY

10.1 Background Technology . Except for the limited licenses granted under Section 10.2 below, as between the Parties, each Party retains full right, title and interest in and to its Background Technology. Unless otherwise expressly set forth in this Agreement, each Party shall be fully responsible for obtaining and maintaining, at its own expense, ownership of or appropriate license to any technologies (and intellectual property rights therein) that are necessary for its performance of its obligations under each Development Plan. Without limiting the generality of the foregoing, Agila shall be solely responsible for developing or acquiring (including licensing or acquiring rights or assets from any Third Party), subject to the oversight and consent of the JSC, any PEGylation technology that is necessary for the development of PEGylated Interferon beta-1B, PEGylated Granulocyte Colony-Stimulating Factor, PEGylated L-Asparaginase and any additional PEGylated Collaboration Products as further provided in the applicable Development Plan. Agila shall be responsible for all costs associated with the development or acquisition of any such PEGylation technologies, except for any royalty payable to a Third Party upon the sale of any Collaboration Product(s) in which such PEGylation technologies are incorporated, which royalty will be borne by the JVC.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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10.2 License Grant

10.2.1 License to Agila . Pfenex hereby grants to Agila a non-exclusive, worldwide, fully-paid up, royalty-free license under Pfenex’s Background Technology and any Collaboration Technology solely owned by Pfenex pursuant to this Article 10, together with all intellectual property rights therein, solely to the extent necessary for Agila to perform the activities allocated to it under this Agreement and the applicable Development Plan during the Term.

10.2.2 License to Pfenex . Agila hereby grants to Pfenex a non-exclusive, worldwide, fully-paid up, royalty-free license under Agila’s Background Technology and any Collaboration Technology solely owned by Agila pursuant to this Article 10, together with all intellectual property rights therein, solely to the extent necessary for Pfenex to perform the activities allocated to it under this Agreement and the applicable Development Plan during the Term.

10.2.3 No Other Right . All rights and licenses granted under this Agreement are limited to the scope expressly granted. Accordingly, except for the rights expressly granted under this Agreement, no right, title, or interest of any nature whatsoever is granted whether by implication, estoppel, reliance, or otherwise, by either Party to the other Party.

10.3 Collaboration Technology . Except as provided in Sections 10.4 and 10.5 and subject to Section 10.6, as between the Parties all right, title and interest to inventions and other subject matter (together with all intellectual property rights therein) conceived or created or first reduced to practice in connection with the exercise of rights or performance of obligations under this Agreement (collectively, “ Collaboration Technology ”) (i) by or under the authority of Pfenex or its Affiliates, independently of Agila and its Affiliates, shall be owned by Pfenex, (ii) by or under the authority of Agila or its Affiliates, independently of Pfenex and its Affiliates, shall be owned by Agila, and (iii) by personnel of Pfenex or its Affiliates and Agila or its Affiliates shall be jointly owned by Pfenex and Agila. Except as expressly provided otherwise in this Agreement, neither Party shall have any obligation to obtain any approval of the other Party for, nor pay the other Party any share of the proceeds from or otherwise account to the other Party for, the practice, enforcement, licensing, assignment or other exploitation of such jointly owned Collaboration Technology, and each Party hereby waives any right it may have under the Applicable Laws of any country to require such approval, sharing or accounting. Except as otherwise expressly provided hereunder, the Party that owns any particular Collaboration Technology shall, as between the Parties, have the sole and exclusive right to control the filing for, prosecution, maintenance and enforcement of any intellectual property rights therein in its sole discretion and any jointly owned Collaboration Technology will be prosecuted, maintained and enforced as determined by the intellectual property Subcommittee in accordance with the procedures set forth in Section 2.7.

10.4 Pfenex Improvements . Notwithstanding Section 10.3 above, all Pfenex Improvements will be the sole and exclusive property of Pfenex, and Agila hereby assigns to Pfenex all Pfenex Improvements. Agila will promptly disclose to Pfenex any and all Pfenex Improvements and take such other reasonable actions at Pfenex’s request and expense to

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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effectuate such assignment. As used herein, “ Pfenex Improvements ” means: all modifications and improvements to any Pfenex Expression Technology or Pfenex Materials and Deliverables and all inventions claiming the use of Pfenex Expression Technology that are not solely applicable to any Collaboration Product, together with all intellectual property rights pertaining to the foregoing.

10.5 Agila Improvements . Notwithstanding Section 10.3 above, all Agila Improvements will be the sole and exclusive property of Agila. As used herein, “ Agila Improvements ” means all modifications and improvements to any Agila’s proprietary manufacturing and/or formulation technologies that are not (a) solely applicable to any Collaboration Product or (b) based upon or include any Pfenex Expression Technology, Pfenex Materials and Deliverables or Confidential Information of Pfenex, together with intellectual property rights pertaining to the foregoing.

10.6 Assignment to JVC . Upon the transfer of any Collaboration Product to the JVC as provided in Section 3.9, each Party shall assign, or cause to be assigned, to the JVC, all of its right, title and interest in and to any Collaboration Technology (excluding any Pfenex Improvement) arising from the performance of the applicable Development Plan and the JVC shall have the sole and exclusive right to control the filing for, prosecution, maintenance and enforcement of any intellectual property rights in such Collaboration Technology in its sole discretion. Each Party shall grant to the JVC appropriate licenses to its Background Technology to enable the JVC to further develop and commercialize the applicable Collaboration Product.

10.7 Disclosure and Cooperation . Each Party shall promptly disclose to the other Party any Collaboration Technology generated hereunder. The Parties shall at all times fully cooperate in order to reasonably implement the provisions of this Article 10. Such cooperation may include the execution of necessary legal documents, coordinating prosecution to avoid or mitigate any patentability issues, and the provision of any other assistance reasonably requested by the other Party at such other Party’s expenses.

Article 11

TERM AND TERMINATION

11.1 Term . The term of this Agreement shall commence on the Effective Date and shall continue on a Collaboration Product-by-Collaboration Product basis until the Successful Completion of the first Phase I Clinical Trial for the applicable Collaboration Product (“ Term ”). For clarity, prior to each Party signing the applicable Development Plan for a particular Collaboration Product hereunder as set forth in Section 3.1, neither Party shall have any rights or obligations hereunder with respect to such product, except that the Parties will use good faith efforts to prepare and agree on Development Plan in accordance with Section 3.1 for each product described in Section 1.6(a) – (e) unless either Party prior to the signing of the Development Plan for such product provides sixty (60) days’ prior written notice to the other Party that it desires to exclude such product herefrom, in which case, such product shall be excluded; provided that if the other Party desires the Parties shall discuss the basis for such exclusion during such sixty (60) day period.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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11.2 Termination for Material Breach . If either Party materially breaches this Agreement, the non-breaching Party shall have the right to terminate this Agreement, in its entirety or with respect to any Collaboration Product that is subject to the applicable Development Plan under which such material breach occurs, by written notice to the breaching Party specifying the breach and referencing this Section 11.2, if such breach is not cured within ninety (90) days after written notice is given by the non-breaching Party to the breaching Party specifying the breach; provided, however, that in the event of a good faith dispute with respect to the existence of a material breach, this Agreement or the applicable Development Plan shall not be terminated unless it is finally determined pursuant to Section 14.10 such material breach has occurred, and the breaching party fails to cure such breach within ninety (90) days after such determination.

11.3 Termination for Insolvency . Each Party shall have the right to terminate this Agreement upon delivery of written notice to the other Party in the event that (i) such other Party files in any court or agency pursuant to any statute or regulation of any jurisdiction a petition in bankruptcy or insolvency or for reorganization or similar arrangement for the benefit of creditors or for the appointment of a receiver or trustee of such other Party or its assets, (ii) such other Party is served with an involuntary petition against it in any insolvency proceeding and such involuntary petition has not been stayed or dismissed within ninety (90) days of its filing, or (iii) such other Party makes an assignment of substantially all of its assets for the benefit of its creditors.

11.4 Termination for Failure to Enter into the JVA . In the event the Parties fail to enter into the JVA pursuant to Section 3.8 by February 28, 2013, this Agreement shall terminate automatically unless otherwise mutually agreed by the Parties in writing.

11.5 Cross Termination with the JVA . In the event the JVA is terminated in its entirety in accordance with its terms, this Agreement shall terminate automatically unless otherwise mutually agreed by the Parties in writing.

11.6 Effects of Termination .

11.6.1 Expiration or termination of this Agreement (in its entirety or with respect to any Collaboration Product) for any reason shall not release either Party of any obligation or liability which, at the time of such expiration or termination, has already accrued to such Party or which is attributable to a period prior to such expiration or termination.

11.6.2 Upon expiration or termination of this Agreement (in its entirety or with respect to any Collaboration Product), all rights and licenses to any technology and intellectual property rights therein granted by either Party to the other Party under this Agreement or with respect to the applicable terminated Collaboration Product, as applicable, shall terminate and revert back to the Party granting such rights or licenses.

11.6.3 Upon termination of this Agreement or with respect to any Collaboration Product(s), each Party shall cease all work under this Agreement or the applicable Development Plan, as applicable, except for activities as necessary for an orderly wind-down of the performance of this Agreement or the applicable Development Plan, and return to the other

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Party all Confidential Information of the other Party and unused materials provided to it by the other Party under this Agreement or the applicable Development Plan, as applicable, and all copies and embodiments thereof, except that each Party may retain one copy of the other Party’s written Confidential Information in its confidential files solely for archival purposes. Without limiting the generality of the foregoing, upon termination of this Agreement (in its entirety or with respect to any Collaboration Product), Agila shall immediately cease any use or practice of Pfenex Materials and Deliverables provided under this Agreement or under the applicable Development Plan, as applicable, and return all remaining Pfenex Materials and Deliverables in Agila’s possession, including all embodiments or derivatives thereof.

11.6.4 Upon expiration of this Agreement with respect to any Collaboration Product(s), in the event such Collaboration Product(s) is transferred to the JVC as provided in Section 3.9, each Party shall fully cooperate with each other to facilitate a smooth, orderly and prompt transfer of such Collaboration Product(s) to the JVC. Without limiting the generality of the foregoing, (i) Agila shall assign or cause to be assigned to the JVC all Regulatory Filings and Regulatory Approvals and all communications with the applicable Regulatory Authorities obtained or maintained by or on behalf of Agila under this Agreement with respect to such Collaboration Product(s), (ii) each Party shall assign all of its right, title and interest in and to any Collaboration Technology (excluding Pfenex Improvements) to the JVC, and (iii) each Party shall transfer to the JVC all records, reports and other work products generated during its performance of the applicable Development Plan.

11.6.5 Upon expiration of this Agreement with respect to any Collaboration Product, in the event such Collaboration Product(s) is not transferred to the JVC as provided in Section 3.9, unless otherwise mutually agreed by the Parties, each Party shall return to the other Party all Confidential Information of the other Party and unused materials provided to it by the other Party (including Pfenex Materials and Deliverables provided to Agila) under this Agreement or the applicable Development Plan, as applicable, and all copies and embodiments thereof, except that each Party may retain one copy of the other Party’s written Confidential Information in its confidential files solely for archival purposes. Upon expiration of this Agreement with respect to any Collaboration Product, in the event such Collaboration Product(s) is not transferred to the JVC as provided in Section 3.9, if Pfenex elects to continue the development of such Collaboration Product, the Parties shall discuss in good faith terms and conditions that are reasonable and customary in the pharmaceutical industry pursuant to which Agila will transfer all Regulatory Approvals obtained or maintained by or on behalf of Agila under this Agreement with respect to such Collaboration Product (together with all relevant Regulatory Filings and correspondence with Regulatory Authorities) and granting Pfenex a license to all technologies and associated intellectual property rights owned or controlled by Agila that are necessary or useful for the development and commercialization of such Collaboration Product.

11.7 Survival . The provisions of Articles 1, 7, 9, 13 and 14, and Sections 4.3, 5.5, 5.6, 5.7, 10.1, 10.2.3, 10.3-10.7, 11.6, 11.7, 12.2 (last sentence) and 12.3 shall survive the termination of this Agreement for any reason. All other rights and obligations of the Parties shall cease upon termination of this Agreement. Except as otherwise expressly provided in this Section 11.7, all other rights and obligations of the Parties shall terminate.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Article 12

REPRESENTATIONS AND WARRANTIES

12.1 Mutual Representations and Warranties . Each Party represents and warrants to the other Party that: (a) as of the Effective Date, it has the power and authority to enter into this Agreement and to perform its obligations hereunder and to grant to the other Party the rights granted to such other Party under this Agreement; (b) as of the Effective Date, it has obtained all necessary corporate and other approvals to enter into and execute this Agreement; and (c) it is not, as of the Effective Date, a party to, nor will it enter into or assume during the Term, any contract or other obligation with a Third Party that would in any way limit the performance of its obligations under this Agreement (d) this Agreement will, when executed, constitute valid and binding obligations on the Parties; and (e) entry into and performance by it of this Agreement will not (i) breach any provision of its bylaws or equivalent constitutional documents; or (ii) result in a breach of any Applicable Laws in its jurisdiction of incorporation or of any order, decree or judgment of any court or any Regulatory Authority, where any such breach would affect to a material extent its ability to enter into or perform its obligations under this Agreement.

12.2 No Debarment . Each Party further represents and warrants that neither it, nor any of its Affiliates, nor any of their respective employees or contractors involved in the performance of this Agreement have been “debarred” by the FDA pursuant to 21 U.S.C. § 335a or subject to a similar sanction from any Regulatory Authority in any other jurisdiction, nor have debarment or similar proceedings against such Party, any of its Affiliates, or any of their respective employees or contractors involved in the performance of this Agreement been commenced. Each Party will promptly notify the other Party in writing if any such proceedings are commenced or if such Party, any of its Affiliates, or any of their respective employees or contractors involved in the performance of this Agreement are debarred or similarly sanctioned by any Regulatory Authority.

12.3 DISCLAIMERS .

12.3.1 GENERAL . EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SUBJECT MATTER HEREOF AND EACH PARTY EXPRESSLY DISCLAIMS ANY SUCH ADDITIONAL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

12.3.2 PFENEX MATERIALS AND DELIVERABLES . EXCEPT AS PROVIDED IN SECTION 4.2, THE PFENEX MATERIALS AND DELIVERABLES ARE PROVIDED “AS-IS.”

12.4 LIMITATION OF LIABILITY . NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOST PROFITS ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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POSSIBILITY OF SUCH DAMAGES. HOWEVER, NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY UNDER ARTICLE13.

Article 13

INDEMNIFICATION

13.1 Pfenex . Pfenex shall indemnify, defend and hold harmless Agila, its directors, officers, employees, agents, successors and assigns from and against any liabilities, expenses or costs (including reasonable attorneys’ fees and court costs) arising out of any claim, complaint, suit, proceeding or cause of action against any of them by a Third Party resulting from: (a) the negligent or intentionally wrongful acts or omissions of Pfenex, its Affiliates and subcontractors during the performance of any Development Plan or (b) any breach by Pfenex of its representations and warranties under this Agreement; in each case, subject to the requirements set forth in Section 13.3 below. Notwithstanding the foregoing, Pfenex shall have no obligations under this Article 13 for any liabilities, expenses or costs arising out of or relating to claims to the extent covered under Section 13.2 below.

13.2 Agila . Agila shall indemnify, defend and hold harmless Pfenex, its directors, officers, employees, agents, successors and assigns from and against all liabilities, expenses, and costs (including reasonable attorneys’ fees and court costs) arising out of any claim, complaint, suit, proceeding or cause of action against any of them by a Third Party resulting from: (a) the negligent or intentionally wrongful acts or omissions of Agila, its Affiliates and subcontractors during the performance of any Development Plan or (b) any breach by Agila of any of its representations and warranties under this Agreement; in each case, subject to the requirements set forth in Section 13.3 below. Notwithstanding the foregoing, Agila shall have no obligations under this Article 13 for any liabilities, expenses or costs arising out of or relating to claims to the extent covered under Section 13.1 above.

13.3 Indemnification Procedure . Any Party seeking indemnification under this Article 13 (the “ Indemnitee ”) shall: (a) promptly notify the indemnifying Party (the “ Indemnitor ”) of such claim; (b) provide the Indemnitor sole control over the defense or settlement thereof; and (c) at the Indemnitor’s request and expense, provide full information and reasonable assistance to Indemnitor with respect to such claims. Without limiting the foregoing, with respect to claims brought under Section 13.1 or 13.2 above the Indemnitee, at its own expense, shall have the right to participate with counsel of its own choosing in the defense or settlement of any such claim. The indemnification under this Article 13 shall not apply to amounts paid in settlement of any claim if such settlement is effected without the consent of the Indemnitor.

13.4 Insurance . Each Party will procure and maintain, at its own expense, insurance, with a financially sound and reputable insurer, reasonably sufficient to cover such Party’s activities and its obligations under this Agreement with minimum coverage amounts customary for the activities of such Party hereunder in the jurisdiction(s) where such activities are performed or such other minimums as the JSC may establish. Without limiting the foregoing, Agila shall procure and maintain clinical trial insurance with minimum coverage amounts customary for Phase I Clinical Trials in the jurisdiction(s) where such clinical studies

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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are performed or such other minimums as the JSC may establish. Each Party will furnish at the request of the other Party a certificate(s) reflecting relevant insurance coverage and limits. Each Party will name the other as an additional insured on the policies for the coverage required herein.

Article 14

GENERAL PROVISIONS

14.1 Affiliates . Each Party may perform any obligations and exercise any rights hereunder through any of its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and will cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement will be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.

14.2 Assignment . Each Party agrees that its rights and obligations under this Agreement may not be assigned or otherwise transferred to a Third Party without the prior written consent of the other Party hereto. Notwithstanding the foregoing, either Party may transfer or assign its rights and obligations under this Agreement to (a) an Affiliate, subject to the prior notice to the other Party and the assigning Party remaining responsible for such Affiliate’s performance or (b) a successor to all or substantially all of its business or assets relating to this Agreement whether by sale, merger, operation of law or otherwise, without the prior written consent of the other Party; provided that such assignee or transferee has agreed to be bound by the terms and conditions of this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successors and assigns.

14.3 Severability . If any clause, provision, or Section of this Agreement attached hereto, shall, for any reason, be held illegal, invalid or unenforceable, the Parties shall negotiate in good faith and in accordance with reasonable standards of fair dealing, a valid, legal, and enforceable substitute provision or provisions that most nearly reflect the original intent of the Parties under this Agreement in a manner that is commensurate in magnitude and degree with the changes arising as a result of any such substitute provision or provisions. All other provisions in this Agreement shall remain in full force and effect and shall be construed in order to carry out the original intent of the Parties as ‘nearly as possible (consistent with the necessary reallocation of benefits) and as if such invalid, illegal, or unenforceable provision had never been contained herein.

14.4 Merger of Understandings; Amendment . This Agreement (and the Exhibits attached hereto and Purchase Orders issued pursuant hereto) and the Quality Agreement constitute the entire agreement between the Parties regarding the subject matter hereof and all prior negotiations and understandings between the Parties are deemed to be merged into this Agreement. No agreement or understanding varying or extending this Agreement shall be binding upon either Party hereto, unless set forth in a writing which specifically refers to the Agreement signed by duly authorized officers or representatives of the respective Parties, and the provisions hereof not specifically amended thereby shall remain in full force and effect.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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14.5 Waiver . Any waiver of the terms and conditions hereof must be explicitly in writing and executed by a duly authorized officer of the Party waiving compliance. The waiver by either of the Parties of any breach of any provision hereof by the other shall not be construed to be a waiver of any succeeding breach of such provision or a waiver of the provision itself. The delay or failure of any Party at any time to require performance of any provision of this Agreement shall in no manner affect such Party’s rights at a later time to enforce the same.

14.6 Notices . Any notice, report or other communication required or permitted to be given by either Party under this Agreement shall be given in writing and may be delivered by hand, reputable international 3- or 4-day courier service or by mailing if mailed by registered or certified mail, postage prepaid and return receipt requested (or the international equivalent), or by email or fax (with printed confirmation of transmission and with confirmation copy forwarded by reputable international 3- or 4-day courier service), addressed to each Party as follows. Such information may be updated by a Party upon written notice to the other Party. A notice shall be deemed delivered upon receipt, unless the notice is received on a day other than a business day in the jurisdiction of the recipient or after 5:30 p.m. at the location of delivery, in which case delivery shall be deemed to be the next business day after receipt (as determined in the jurisdiction of recipient).

14.7 Force Majeure . Neither of the Parties shall be liable for any default or delay in performance of any obligation under this Agreement caused by any of the following: Act of God, war, terrorism, riot, fire, explosion, accident, flood, sabotage, compliance with governmental requests, laws, regulations, orders or actions, national defense requirements or any other event beyond the reasonable control of such Party, or labor trouble, strike, lockout or injunction (provided that neither of the Parties shall be required to settle a labor dispute against its own best judgment). The Party invoking the provisions of this Section14.7 shall give the other Party written notice and full particulars of such force majeure event. Both Pfenex and Agila shall use reasonable business efforts to mitigate the effects of any force majeure on their respective part.

14.8 Relationship of the Parties . The relationship of Pfenex and Agila is strictly one of independent contractors and the Parties acknowledge that this Agreement does not

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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create a joint venture, partnership, or the like, between them. Pfenex and Agila shall always remain independent contractors in its performance of this Agreement. Neither Party shall have any authority to employ any individual as an employee or agent for or on behalf of the other Party to this Agreement for any purpose, and neither Party, nor any person performing any duties or engaging in any work at the request of such Party, shall be deemed to be an employee or agent of the other Party.

14.9 Choice of Law . All questions with respect to the construction of this Agreement and the rights and liabilities of the Parties hereto shall be determined in accordance with the laws of England and Wales, without regard to any provisions of conflicts of law and shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

14.10 Dispute Resolution .

14.10.1 General . If the Parties are unable to resolve any dispute or other matter arising out of or in connection with this Agreement, either Party may, by written notice to the other, have such dispute referred to the Chief Executive Officers of Parties for attempted resolution by good faith negotiations promptly after such notice is received. In such event, each Party shall cause its Chief Executive Officers to meet (face-to-face or by teleconference) and be available to attempt to resolve such issue. If the Parties should resolve such dispute or claim, a memorandum setting forth their agreement will be prepared and signed by both Parties if requested by either Party. The Parties shall cooperate in an effort to limit the issues for consideration in such manner as narrowly as reasonably practicable in order to resolve the dispute.

14.10.2 Arbitration . In the event that the Parties are unable to resolve any such matter subject to Section 14.10.1 within sixty (60) days from the date such dispute was referred to the Chief Executive Officers of the Parties, then either Party may initiate arbitration pursuant to this Section 14.10.2. Any arbitration under this Section 14.10.2 shall be conducted in English under the Arbitration Rules of the Singapore International Arbitration Centre (“ SIAC ”) in Singapore by a single arbitrator mutually selected by the Parties or otherwise selected in accordance with such rules. In such arbitration, the arbitrator shall select an independent expert with significant experience relating to the subject matter of such dispute to advise the arbitrator with respect to the subject matter of the dispute. If the Parties are unable to agree on an arbitrator, the arbitrator shall be selected by the chief executive of SIAC. The costs of such arbitration shall be shared equally by the Parties, and each Party shall bear its own expenses in connection with the arbitration. The parties shall use good faith efforts to complete arbitration under this Section 14.10.2 within sixty (60) days following the initiation of such arbitration. The arbitrator shall establish reasonable additional procedures to facilitate and complete such arbitration within such sixty (60) day period. Nothing in this Agreement shall limit the right of either Party to seek to obtain in any court of competent jurisdiction any equitable or interim relief or provisional remedy, including injunctive relief.

14.11 Provisions Contrary to Law . In performing this Agreement, the Parties shall comply with all Applicable Laws. Nothing in this Agreement shall be construed so as to require the violation of any law, and wherever there is any conflict between any provision of this Agreement and any law the law shall prevail, but in such event the affected provision of this Agreement shall be affected only to the extent necessary to bring it within the Applicable Laws.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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14.12 Legal Fees . Except as otherwise provided herein, each Party shall bear its own legal fees incurred in connection with the transactions contemplated hereby or the enforcement hereof.

14.13 Headings . Headings herein are for convenience of reference only and shall in no way affect interpretation of this Agreement.

14.14 Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

14.15 Exhibits . The appended Exhibits and any modifications or amendments thereof form an integral part of this Agreement.

[The remainder of this page left blank intentionally; signature page follows immediately behind]

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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CONFIDENTIAL

EXECUTION COPY

IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement as of the Effective Date.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Exhibit 1

Milestones and Timelines

[*]

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Exhibit 2

Amounts to be reimbursed

Agila will reimburse Pfenex for amounts incurred as of the Effective Date with respect to the conduct of activities for cGMP manufacturing, toxicology or any [*] for the Collaboration Product comprising [*] within thirty (30) days of receipt of invoice therefor and other customary documentation. Without limiting the foregoing, the Parties will discuss how to address any other amounts due under the existing agreements with Syngene International Limited and Novotech (Australia) Pty Limited including assigning such agreements to Agila.

[*]

[*]

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Exhibit 3

Exceptions to Exclusivity

[*]

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Exhibit 10.7

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].”

CONFIDENTIAL

EXECUTION COPY

PFENEX INC.

AND

AGILA BIOTECH PRIVATE LIMITED

JOINT VENTURE AGREEMENT

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

JOINT VENTURE AGREEMENT

This Joint Venture Agreement (this “ Agreement ”) is made as of the 7 ^th day of March 2013 (the “ Effective Date ”), by and between Pfenex Inc., a Delaware corporation with a principal place of business located at 10790 Roselle Street, San Diego, CA 92121 (“ Pfenex ”), and Agila Biotech Private Limited, an India corporation with a principal place of business located at Strides House, Bilekahalli, Bannerghatta Road, Bangalore 560 076, India (“ Agila ”). Pfenex and Agila may be referred to individually as a “ Party ” or together as the “ Parties .”

BACKGROUND

A. Pfenex has a proprietary Pseudomonas fluorescens protein expression platform, which is used to accelerate the development and production of bio-therapeutics and vaccines;

B. Agila is engaged in the business of developing, manufacturing and supplying therapeutic biological products for research and development and commercial purposes;

C. Pursuant to a Joint Development and License Agreement entered into by the Parties dated December 31, 2012 (the “ JDLA ”), the Parties will develop certain therapeutic biological products manufactured using the Pfenex Expression Technology (as defined in section 1.18 of the JDLA) through the completion of the first Phase I Clinical Trial (as defined in section 1.19 of the JDLA) for each such product in accordance with the terms and conditions of this Agreement;

D. Pfenex and Agila wish to establish a joint venture company to further develop and commercialize one or more such products after the completion of the first Phase I Clinical Trial pursuant to the terms and conditions of this Agreement and the applicable plan and budget mutually agreed by the Parties.

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATIONS

Initially capitalized terms shall have the meanings set forth below or defined elsewhere in the Agreement. And if not defined in this Agreement, shall have the meanings assigned to them in the MLA. In the event any initially capitalized term used in this Agreement is defined both in this Agreement and the JDLA, the definition set forth in this Agreement shall control for the purposes of this Agreement.

1.1. “ Acceptable Third Party Supplier ” means a Third Party supplier that holds all necessary licenses and permits, including relevant GMP certification and permissions, required by Applicable Laws to manufacture the relevant JVC Product or component thereof and meets the JVC quality specifications.

1.2. “ Affiliate ” means, with respect to a Person (as defined in section 1.17 of the JDLA), any other Person controlling, controlled by or under common control with such first Person, for so

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

long as such control exists. For the purposes of this definition only, “control” means: (a) to possess, directly or indirectly, the power to direct the management and policies of such Person, whether through ownership of voting securities or by contract relating to voting rights or corporate governance; or (b) ownership of more than fifty percent (50%) of the voting securities in such Person (or such lesser percent as may be the maximum that may be owned pursuant to Applicable Laws of the country of incorporation or domicile, as applicable) or is a subsidiary of the same entity of which a Party is a subsidiary. For clarity, for purposes of this Agreement, the JVC shall not be deemed an Affiliate of either Party.

1.3. “ Applicable Laws ” means any laws, statutes, rules, regulations, directives, or ordinance applicable to the JVC or the activities contemplated hereunder, together with any judgments, orders; notices, instructions, decisions, standards, guidance and awards, each having the force of law, issued by a court or competent authority or tribunal or a Regulatory Authority to which the JVC is subject, including as applicable, GCP (as defined in section 1.10 of the JDLA), GLP (as defined in section 1.12 of the JDLA), GMP (as defined in section 1.11 of the JDLA).

1.4. “ Background Technology ” means, with respect to a Party, any and all technology, know-how, technical information and other technical subject matter, and all intellectual property rights therein, in each case Controlled by such Party or its Affiliates as of the Effective Date or otherwise developed or acquired by or on behalf of such Party outside the performance of this Agreement, in each case that are necessary for the development and commercialization of JVC Products under this Agreement. For clarity, (i) Pfenex’s Background Technology includes the Pfenex Expression Technology, including to the extent it is embodied in the applicable Pfenex Materials and Deliverables (as defined in section 4.1.1 under the JDLA) with respect to any JVC Product, and (ii) in the event JVC Products include any PEGylated product, Agila’s Background Technology includes the PEGylation technology developed and/or acquired by Agila as provided in section 10.1 of the JDLA.

1.5. “ Business Day ” means a day (other than Saturday, Sunday or a public holiday) on which banks generally are open in the United States of America and India for a full range of business.

1.6. “ Clinical Trial ” means any clinical trial of a JVC Product to be conducted pursuant to a Plan and Budget or Semi-annual Plan and Budget. For clarity, Clinical Trials shall not include any Phase I Clinical Trial conducted pursuant to the JDLA.

1.7. “ Committee ” means each of the Operations Committee and Finance Committee.

1.8. “ Completion Date ” means a date when all the conditions listed in Section 2.4 are fully satisfied.

1.9. “ Control ” means the possession (whether by ownership, license or other authorization), as of the Effective Date or during the Term, of (a) with respect to materials, data or information, physical possession or the right to such physical possession of those items, and the right to provide them to others (including the other Party) in accordance with this Agreement; and (b) with respect to intellectual property rights, the right sufficient to grant the applicable license or sublicense under this Agreement; in each case without violating the terms of any agreement with

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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any Third Party. Notwithstanding anything to the contrary in this Agreement, the following shall not be deemed to be Controlled by a Party: (i) any materials, data, information or intellectual property owned or licensed by any Acquiring Entity immediately prior to the effective date of merger, consolidation or transfer, and (ii) any materials, data, information or intellectual property that any Acquiring Entity subsequently develops independently, without accessing or practicing the Pfenex Background Technology (in the case of an Acquiring Entity of Pfenex) or the Agila Background Technology (in the case of an Acquiring Entity of Agila). As used herein, “ Acquiring Entity ” means a Third Party that merges or consolidates with or acquires a Party, or to which a Party transfers all or substantially all of its assets to which this Agreement pertains.

1.10. “ Financial Year ” means each period of twelve (12) months commencing on 1st January of a calendar year and ending on December 31st of the same calendar year or such other period as the Board may determine in accordance with Applicable Laws except with respect to the first Financial Year for the JVC which shall run from the Completion Date to the immediately following December 31st.

1.11. “ JVC ” means the joint venture company proposed to be incorporated by the Parties under this Agreement.

1.12. “ SVC Product ” means any Collaboration Product that is transferred to the JVC pursuant to section 3.9 of the JDLA.

1.13. “ JVC Venue ” means the jurisdiction of incorporation of the JVC, which shall be selected by the Parties in accordance with Section 2.1 from one of the following countries: Singapore or Malaysia.

1.14. “ Manufacturing Cost ” means, with respect to a JVC Product, the cost incurred by a manufacturer in the manufacturing of JVC Product, including the aggregate of such manufacturer’s costs for testing, labor, raw material, components, labeling, packaging, and other costs (including manufacturing overhead) directly allocable to manufacture and quality assurance; provided that Manufacturing Cost shall not include any such costs incurred due to such manufacturer’s gross negligence or willful misconduct. For clarity, Manufacturing Cost shall exclude general administrative or corporate overhead, sales and marketing expenses, research and development costs, interest expenses and any other costs not directly attributable or allocable to the manufacture of the applicable JVC Product, including idle capacity charges as the result or consequence of the plant being idle or a manufacturing line not being used (not including, for example, normal maintenance, changeovers or related activities). Manufacturing Cost shall be determined and allocated to each JVC Product (a) in accordance with such manufacturer’s accepted costing standards and all applicable generally acceptable cost and accounting standards as consistently applied by such manufacturer and (b) as reported in the manufacturer’s external financial results. The manufacturer shall use commercially reasonable efforts to operate the facility(ies) in which the applicable JVC Product is manufactured within their plant capacity utilization targeted range and to minimize the Manufacturing Costs for such JVC Product.

1.15. “ Marketing Approval ” means, with respect to a JVC Product in a particular jurisdiction, all approvals, licenses, registrations or authorizations necessary for the commercialization of such JVC Product in such jurisdiction, including only where mandatory for commercialization of such JVC Product, any necessary pricing or reimbursement approval.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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1.16. “ Regulatory Approval ” means all approvals, licenses, clearances, registrations or authorizations received from any Regulatory Authority in response to a Regulatory Filing together with all necessary approvals by any regulatory advisory board (e.g. institutional review board and ethics committee), including Marketing Approval.

1.17. “ Regulatory Authority ” means any federal, national, multinational, state, provincial or local regulatory agency, department, bureau or other governmental entity ‘with authority over the development, manufacture or other commercialization (including the granting of Regulatory Approvals) of any JVC Product in any jurisdiction, including the Drugs Controller General of India, European Medicines Agency and the United States Food and Drug Administration (“ FDA ”) and, in each case, any successor entity thereto.

1.18. “ Regulatory Filings ” means any submission made to a Regulatory Authority with respect to a pharmaceutical or medicinal product, including any application necessary to commence or conduct clinical testing of such product in humans, any submission to a regulatory advisory board with respect to such product, any application to market such product, and in each case any supplement or amendment to any of the foregoing.

1.19. “ Shareholders ” shall mean each of Pfenex and Agila.

1.20. “ Shares ” means the equity shares of the JVC, each having a face value to be established in accordance with Section 2.1.

1.21. “ Territory ” means worldwide.

1.22. “ Third Party ” means an entity other than Pfenex, Agila, their respective Affiliates and the JVC.

1.23. Additional Defined Terms .

Each of the following terms shall have the meaning described in the corresponding section of this Agreement indicated below:

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Each of the following terms shall have the meaning described in the corresponding section of the JDLA indicated below:

1.24. Interpretation . The captions and headings to this Agreement are for convenience only, and are to be of no force or effect in construing or interpreting any of the provisions of this Agreement. Unless specified to the contrary, references to Articles, Sections or Exhibits mean the particular Articles and Sections of or Exhibits to this Agreement and references to this Agreement include all Exhibits hereto. Unless context clearly requires otherwise, whenever used in this Agreement: (i) the words “include” or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation;” (ii) the word “or” shall have its inclusive meaning of “and/or;” (iii) the word “day” or “quarter” or “year” means a calendar day or calendar quarter or calendar year unless otherwise specified; (iv) the word “notice” shall require notice in writing (whether or not specifically stated) and shall include notices, consents, approvals and other written communications contemplated under this Agreement; (v) the words “hereof,” “herein,” “hereunder,” “hereby” and derivative or similar words refer to this Agreement (including any Exhibits); (vi) provisions that require that a Party or the Parties hereunder “agree,” “consent” or “approve” or the like shall require that such agreement, consent or approval be specific and in writing, whether by written agreement, letter or otherwise; (vii) words of any gender include the other gender; (viii) words using the singular or plural number also include the plural or singular number, respectively; (ix) references to any specific law, or article, section or other division thereof, shall be deemed to include the then-current amendments thereto or any replacement thereof; and (x) provisions that refer to Persons acting “under the authority of Pfenex” shall include Pfenex’s Affiliates or licensees, as applicable, and those Persons acting “under the authority of Agila” shall include Agila’s Affiliates or sublicensees, as applicable; conversely, those Persons acting “under the authority of Pfenex” shall exclude JVC, Agila, its Affiliates and sublicensees, as applicable, and those Persons acting “under the authority of Agila” shall exclude JVC, Pfenex, its Affiliates and licensees, as applicable.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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2.1. JVC Venue . As soon as practicable after the Effective Date, the Parties shall select the JVC Venue from Singapore and Malaysia based on the overall economic advantage offered by either jurisdiction and other relevant factors as the Parties may mutually deem appropriate. Promptly after the selection of the JVC Venue, the Parties agree to amend this Agreement to (i) specify the selection of the JVC Venue, (ii) make other changes to the extent necessary or appropriate to comply with Applicable Laws of the JVC Venue, (iii) specify the face value for the Shares; (iv) modify those tax-related provisions for the purpose of minimizing each Party’s tax liabilities arising from its activities under this Agreement to the extent legally permissible; and (v) take such other actions and complete such documentation as necessary or appropriate in connection with the incorporation of the JVC in the JVC Venue.

2.2. Business Scope . The JVC’s business scope shall be the development and commercialization of JVC Products in the Territory.

2.3. Establishment . Promptly after the Effective Date, Agila shall apply for and obtain all governmental approvals, licenses and permits necessary for the incorporation of the JVC and each Party’s investment therein (collectively, the “ Incorporation Permits ”). Pfenex shall reasonably cooperate with Agila in such activities, including by providing all documents in its possession that are necessary or reasonably useful for Agila’s performance of such activities. Agila shall keep Pfenex informed on the status of any Incorporation Permits. Reasonably in advance of the submission of any material filings or correspondences with applicable governmental authorities with respect to any Incorporation Permits, Agila shall provide a copy of such documents to Pfenex for its review and shall incorporate any reasonable comments and suggestions provided by Pfenex with respect thereto. Agila shall make available copies of any material filings or correspondence with applicable governmental authorities with respect to any Incorporation Permits promptly after such filings or correspondences have been submitted. All costs incurred by each Party under this Section 2.3 will be reimbursed by the JVC as pre-operations expenses after the initial capital contribution of the JVC is completed.

2.4. Completion . The establishment of the JVC shall be deemed completed upon the completion of the following:

2.4.1 The incorporation of the JVC and receipt of all Incorporation Permits;

2.4.2 The issuance of Shares to each Party, in accordance with Article 3 below; and

2.4.3 The appointment of the Directors, in accordance with Article 4 below.

2.5. Obligations of the Parties . Pfenex and Agila agree to participate as shareholders of and joint venture partners in the JVC and to exercise their respective voting rights and to cause the Directors respectively nominated or appointed by them to serve on the Board or committees of the JVC to vote at Board and committee meetings and otherwise in such manner as duly to perform,

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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effectuate and implement the terms and conditions of this Agreement and to prevent the taking by the JVC or by them or by any of them or by any Third Party of any action contrary to, or inconsistent with, the terms of this Agreement.

2.6. Corporate Name . The JVC shall be incorporated with such name as may be mutually agreed by the Parties.

2.7. Registered Office . The Parties agree that the registered office of the JVC shall initially be located at a mutually-agreed city within the JVC Venue. Any change in the location of the registered office shall be subject to the mutual agreement of the Parties.

3.1. Ownership . Pfenex and Agila shall each make initial capital and other contributions of rights and assets necessary to establish the JVC in accordance with this Agreement and Applicable Laws, including any applicable pricing guidelines in the JVC Venue. In consideration for such contributions, Pfenex shall be issued and own forty-nine percent (49%) of the Shares, and Agila shall be issued and own fifty-one percent (51%) of the Shares (such percentages, the Parties’ respective “ Ownership Interest ”).

3.2. Issuance of Shares . Promptly after the incorporation of the JVC, the Parties shall subscribe to the Shares in the manner provided in Section 3.1 and for that purpose, take all necessary steps and credit the respective Share subscription monies to an account designated by the JVC for this purpose. Upon receipt of the Share subscription monies into the designated account of the JVC, the JVC shall allot and issue the Shares to the Parties, in proportion to their Ownership Interests, and deliver to the Parties one or more original share certificates and other instruments, if any, evidencing the subscription of the aforesaid Shares. The Parties shall ensure that the JVC takes all corporate steps necessary for issuance of the Shares in the manner contemplated under Section 3.1, makes all necessary filings, pays all filing fees, stamp duty and other governmental fees, and takes all other steps required to be followed by the JVC under Applicable Laws to ensure that the Shares are validly issued and that the names of the Parties are reflected in the in the records of the JVC (including in the register of members of the JVC) as the registered owners of such Shares.

3.3. Capital Contributions . It is understood that prior to the inclusion of a JVC Product within the business scope of the JVC, the Parties will agree to a Plan and Budget (as defined in section 3.8 of the JDLA) for the development and commercialization of such JVC Product pursuant to the JDLA. Each such Plan and Budget will set forth a detailed development plan and the funding requirements for the continued development of such JVC Product during the first six (6)-month period following completion of the first Phase I Clinical Trial for such JVC Product pursuant to the JDLA, as well as a high level plan and budget to advance the applicable JVC Product through development to commercialization. Upon ratification of the Plan and Budget for a JVC Product by the Board (such date, the “ Ratification Date ”), each Party will contribute funding to the JVC to meet the requirements for the first six (6)-month period under such Plan and Budget in proportion to its Ownership Interest. It is understood that no development or commercialization activities (excluding the development activities conducted by the Parties pursuant to the JDLA) shall be initiated by or on behalf of the JVC prior to the ratification of a Plan and Budget for the applicable JVC Product by the Board.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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3.4. Future Funding Obligations . Each Party acknowledges that upon inclusion of a JVC Product within the scope of the JVC, the JVC should be adequately funded to initiate the Plan and Budget for such JVC Product during the following six (6)-month period. Furthermore, on each six (6)-month anniversary of the Ratification Date for a JVC Product, the JVC should be adequately funded to perform its activities in the following six (6)-month period as set forth in the applicable Semi-annual Plan and Budget. In the event any additional funding is required within any such six (6)-month period, the Operations Committee shall propose an amendment to the applicable Semi-annual Plan and Budget for the Board’s approval. Upon the Board’s approval of such amendment, each Party shall contribute any additional capital required by such amended Semi-annual Plan and Budget in accordance with their respective Ownership Interests. Accordingly, each Party agrees to provide funding to the JVC in accordance with its obligations under each Plan and Budget and each Semi-annual Plan and Budget, and each Party further agrees that neither Party will be required under the terms of this Agreement to provide any further share capital, shareholder loans or other funding to the JVC unless otherwise mutually agreed by the Parties pursuant to the terms and conditions set forth in the applicable Plan and Budget or Semi-annual Plan and Budget.

4.1. Establishment . Promptly after the incorporation of the JVC, the Parties shall establish the board of directors of the JVC (the “ Board ”) to manage and oversee the activities of the JVC. The Board will be composed of four (4) directors (each, a “ Director ”), two (2) of which shall be designated by Pfenex and two (2) of which shall be designated by Agila. The Chairman of the Board (“ Chairman ”) shall be a senior member from the Appointing Party who will hold the position for six (6) months. Each Party (the “ Appointing Party ”) will appoint the Chairman on a rotating basis, with Agila as the first Appointing Party. It is understood that the appointment of Chairman is solely for administrative purposes. The Chairman shall not have a second or casting vote or any other authority or responsibility except as expressly set forth in this Agreement. If the Chairman is not present at any meeting of the Board, the Directors present may appoint anyone of the Board members present to act as Chairman for the purposes of such meeting. Each Party shall have the right to replace any Director appointed by such Party by providing written notice to the other Party. If a seat on the Board is vacated by the retirement, removal, resignation, illness, disability or death of any Director, the Party that originally appointed such Director shall appoint a successor to serve out such Director’s term. Each Party shall be solely responsible for the salary and other compensation to the Directors appointed by such Party, including all costs and expenses incurred by such Directors in attending any Board meetings.

4.2. Board Responsibilities . The role of the Board shall be:

4.2.1 to ratify each Plan and Budget;

4.2.2 to coordinate and oversee the transfer of each JVC Product to the JVC;

4.2.3 to review and approve each Semi-annual Plan and Budget and any amendment thereto;

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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4.2.4 to manage and oversee the development and commercialization of each JVC Product (including manufacturing thereof), including all regulatory activities required or otherwise conducted in connection therewith;

4.2.5 to monitor each Clinical Trial conducted pursuant to a Plan and Budget or Semi-annual Plan and Budget;

4.2.6 to provide a forum for the Parties to exchange information with respect to matters pertaining to and status of the performance of each Plan and Budget and Semi-annual Plan and Budget; and

4.2.7 to perform such other functions as appropriate to further the purposes of this Agreement, as expressly set forth hereunder or otherwise agreed in writing by the Parties.

4.3. Decision-making . Each Director will be entitled to one vote on all matters presented for a vote to the Board. All decisions to be made by the Board, except in case of matters set out in Exhibit 1 of this Agreement, will require the approval of the Board by majority vote with a quorum of the Directors present. A quorum shall exist if a majority of the total number of Directors is present, which majority must include at least one (1) Director designated by Agila and one (1) Director designated by Pfenex. In the event of a deadlock on any matter, such matter will be resolved in accordance with Section 17.10.

4.4. Board Meetings .

4.4.1 Meetings of the Board shall take place in accordance with Applicable Laws. A meeting of the Board shall be held at least once in every calendar quarter and at least four meetings shall be held in every calendar year. Board meetings may be conducted physically or by such other methods as may be permitted by Applicable Laws, including by video conference or teleconference. A meeting of the Board may be called at the request of either Party through its Meeting Coordinator by giving not less than five (5) Business Days’ advance notice in writing to all other Directors unless such notice is waived by an affirmative vote of at least one Director appointed by Agila and one Director appointed by Pfenex. Every such notice of a meeting of the Board shall be given in writing to every Director at his/her usual address, or such address as may have been expressly notified by such Director to the JVC.

4.4.2 Every notice of meeting shall specify the place or method, the day and hour of the meeting and shall be accompanied by a meeting agenda and supporting documents relevant to the consideration of each matter included in such meeting agenda. Notwithstanding the foregoing, with the written approval of at least one (1) Agila Director and one (1) Pfenex Director, the Board may consider any matter which was not earlier included in the agenda for the meeting.

4.4.3 Without limiting any quorum requirement mandated by Applicable Laws, no Board meeting shall be validly held unless at least one Agila Director and one Pfenex Director are present at such meeting. Each Party shall designate one of the Directors appointed by such Party as a coordinator for the Board meetings (each, a “ Meeting Coordinator ”). Each Party may change its designation of its Meeting Coordinator by written notice to the other Party. The Meeting Coordinator who has called for a Board meeting on behalf of its appointing Party shall (a) coordinate and prepare the agenda and ensure the orderly conduct of such Board meeting,

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(b) attend such Board meeting, and (c) prepare and issue minutes of such Board meeting within ten (10) Business Days thereafter accurately reflecting the discussions and decisions of the Board at such meeting.

4.4.4 For clarity, the first Board meeting shall be convened as soon as practicable after the Completion Date, but in any event within thirty (30) days of the Completion Date. Notwithstanding anything to the contrary, at least two (2) months in advance of the anticipated date for the first Board meeting, the Parties shall discuss and agree on a meeting agenda setting forth all subject matters to be discussed and approved by the Board during the first Board meeting.

5.1. General . An annual general meeting of the Shareholders shall be held within six (6) months following the end of each Financial Year of the JVC such that not more than fifteen (15) months should elapse, between one annual general meeting and the next annual general meeting of the Parties. The Board shall circulate the audited financial statements of the JVC for the Financial Year most recently ended prior to the date of the annual general meeting to the Shareholders at least thirty (30) days before the annual general meeting held to approve and adopt the audited financial statements. The Shareholders shall use all reasonable efforts to cause the annual general meeting of the Shareholders to be held on the same day and location as a regular meeting of the Board and each Shareholder shall authorize a Director appointed by such Shareholder, in writing prior to the applicable Shareholders’ meeting, as its representative for the Shareholder’s meeting and such representative shall be entitled to exercise all of the powers of such Shareholder on its behalf at such meeting, but shall not otherwise have or hold any economic or other ownership interest in the JVC. The Chairman shall preside as chairman of each general meeting of the Parties of the JVC. The Chairman shall call general meetings of the Shareholders of the JVC as directed by the Board and include as agenda items for meetings of the Shareholders items specified by the Board. The Shareholders may call special meetings of the Shareholders to the extent permitted by the Articles of Association of the JVC (the “ Articles of Association ”) and Applicable Laws.

5.2. Notice of Shareholders’ Meetings .

5.2.1 For each meeting of the Shareholders, written notice of the time and place of such meeting shall be given by or at the direction of the Chairman with at least twenty-one (21) days prior to such meeting, unless a shorter notice period is agreed to by the Shareholders in accordance with the Articles of Association.

5.2.2 Each notice of a meeting of the Shareholders shall contain, among other things, the date, time and venue of the proposed meeting of the Shareholders and also an agenda specifying, in reasonable detail, the matters to be acted upon at the relevant meeting and shall be accompanied by all appropriate supporting information. Such notice of every meeting shall be given in writing to the Shareholders at their usual address, or such address as may have been expressly notified by them to the JVC. The required notice to the Shareholders may be waived to the extent permitted by the Articles of Association and Applicable Laws.

5.2.3 No meeting of the Shareholders shall be considered to be validly constituted unless the proper notice as contemplated in this Section 5.2 has been served or waived to the extent permitted by the Articles of Association and Applicable Laws.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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5.3. Location of Shareholders’ Meetings . Meetings of the Shareholders shall be held in location(s) mutually agreed by the Parties. To the extent permitted by Applicable Laws, the Shareholders may participate in any meeting of the Shareholders through the use of telephones, video conference or similar communications equipment by means of which all individuals participating in the meeting can hear and speak to each other and such participation shall constitute presence in person at the meeting.

5.4. Quorum for Shareholders’ Meetings .

5.4.1 Without limiting any quorum requirement mandated by Applicable Laws, no meeting of the Shareholders’ shall be validly held unless such meeting is attended by two (2) Shareholder representatives present in person, of which one (1) shall be a duly authorized representative or proxy of Pfenex and one (1) shall be a duly authorized representative or proxy of Agila.

5.4.2 No meeting of the Shareholders shall vote or resolve any matter which is not specified on the agenda for that meeting, unless with the prior consent of the Shareholder(s) constitute a quorum at such meeting.

5.4.3 Each Shareholder shall use all reasonable efforts to ensure the existence of a quorum at any meeting of the Shareholders duly called by the Chairman or the Shareholders.

5.4.4 The Shareholders shall have voting rights as provided .in the Articles of Association and Applicable Laws.

5.5. Shareholder Reserved Matter . The Parties agree that no action shall be taken by the Board, nor shall the Parties request or permit the taking of any action by the Board, with respect to any matters set out in Exhibit 1 of this Agreement (each, a “ Shareholder Reserved Matter ”) unless such Shareholder Reserved Matter has been approved by both the Shareholders.

5.6. Written Resolutions . Subject to the Articles of Association and Applicable Laws, a resolution in writing signed by or on behalf of each of the Shareholders entitled to receive notice of a meeting of Shareholders shall be as valid and effective for all purposes as a resolution of Shareholders duly passed at a general meeting of the JVC duly convened, held and constituted provided that when a Shareholder has signed a resolution by fax, the original of the signed copy shall be deposited with the JVC in its registered office or such other office as the JVC may designate for this purpose from time to time by such Shareholder as soon as possible thereafter. Any such resolution may consist of several documents, provided that each such document is signed by one or more Shareholders.

5.7. Shareholders’ Expenses . All travel, accommodation and other incidental expenses of the Shareholder representatives for attending any meeting of the Shareholders in person (including expenses incurred in travelling to and from such meetings) shall be borne by the respective Shareholders.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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6.1. Operations Committee .

6.1.1 Promptly after the Completion Date, the Board shall appoint an operations committee (which will consist of an equal number of representatives from both Agila and Pfenex) to carry out the day-to-day management and operations of the JVC (the “ Operations Committee ”). On a JVC Product-by-JVC Product basis, the Operations Committee will prepare and update at least semi-annually a proposed plan and budget for the development and/or commercialization activities to be carried out by the JVC during the following six (6)-month period for each JVC Product (each, a “ Semi-annual Plan and Budget ”), which shall be consistent with the applicable Plan and Budget agreed by the Parties under section 3.9 of the JDLA and ratified by the Board, and shall submit each Semi-annual Plan and Budget to the Board for approval. Each Semi-annual Plan and Budget, as approved by the Board, shall be followed by the JVC during the following six (6)-month period.

6.1.2 The Operations Committee shall be comprised of the following subcommittees (each will consist of an equal number of representatives from both Agila and Pfenex): (a) a preclinical, clinical and regulatory subcommittee to manage and make any day-to-day decisions necessary to implement any preclinical or clinical studies and regulatory activities set forth in each Plan and Budget and Semi-annual Plan and Budget; (b) a chemistry, manufacturing, and controls (CMC) subcommittee to manage and make all day-to-day decisions necessary to implement any manufacturing-related activities set forth in each Plan and Budget and Semi-annual Plan and Budget; (c) a commercialization subcommittee to (i) propose business/commercialization strategies and priorities with respect to the JVC Products for the review and approval of the Operations Committee and (ii) manage and make all day-to-day decisions with respect to the commercialization of each JVC Product in accordance with the applicable Semi-annual Plan and Budget, and (d) an intellectual property subcommittee to develop and implement the intellectual property strategy with respect to JVC Technology and manage the prosecution, maintenance and enforcement of patents and patent applications claiming any JVC Technology (each of (a)-(d), a “ Subcommittee ”).

6.2. Finance Committee . The Parties will appoint a finance committee (which will consist of an equal number of representatives from both Agila and Pfenex) to (i) help the Operations Committee to establish detailed budget in each Plan and Budget and Semi-annual Plan and Budget, (ii) establish accounting systems and procedures to accurately account costs and expenses incurred and revenues generated under each Plan and Budget and Semi-annual Plan and Budget and allocate profits and losses among the JVC Products; (iii) coordinate and conduct the accounting, reporting, reconciliation and other related financial matters of the JVC, (iv) advise and provide support to the Operations Committee and the Board with respect to financial, accounting, budgeting, financial reporting, and other issues that may arise in connection with any Plan and Budget or Semi-annual Plan and Budget, or activities thereunder, (v) provide periodic updates to the Board on financial matters relating to development and commercialization activities under this Agreement, and (vi) undertake and/or approve such other matters as are specifically provided for such committee under the Agreement, or otherwise by the Board (the “ Finance Committee ”). Each member of the Finance Committee shall have reasonable expertise in the areas of accounting, cost allocation, budgeting, and financial reporting in the pharmaceutical industry, and at least one member from each Party shall be an individual with relevant decision-making authority such that the Finance Committee is able to effectuate all of its decisions within the scope of its activities and responsibilities.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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6.3. Decision-making . Each Committee or Subcommittee shall be responsible for day-to-day implementation and operations of the activities under this Agreement for which it has or is otherwise assigned responsibility, provided that such implementation is not inconsistent with the express terms of this Agreement, the applicable Plan and Budget or Semi-annual Plan and Budget, and the decisions of the Board. Each Committee or Subcommittee shall operate by unanimous vote in all decisions, with each Party having one vote and with at least one representative from each Party participating in such vote. If, with respect to a matter that is subject to a Committee or Subcommittee’s decision-making authority, such Committee or Subcommittee cannot reach unanimity, the matter shall be referred to the Board for resolution in accordance with Section 4.3.

6.4. Costs and Expenses .

6.4.1 Each Party shall be solely responsible for the salary and other compensation to its representatives in the Operations Committee (and any Subcommittees thereof) and the Finance Committee, including all costs and expenses incurred by such representatives in attending any Committee or Subcommittee meetings.

6.4.2 All expenses arising out of any audit, tax liability or as required under the Applicable Laws shall be borne by the JVC, except if provided otherwise under this Agreement.

6.4.3 It is understood that the Parties do not anticipate that the JVC will have any employees. In the event the Shareholders approve the JVC hiring any employee(s) by the JVC pursuant to Section 5.5, then all expenses relating to salaries and other compensation payable to such employee(s) of the JVC shall be borne by the JVC and the terms of such payments shall be as set out in the applicable employment agreement or in any other document, executed between the JVC and each applicable employee.

7.1. Manufacturing of JVC Products

7.1.1 Promptly after the Completion Date, the JVC and Agila and/or its Affiliates shall negotiate in good faith a supply agreement(s) pursuant to which Agila and/or its Affiliates will manufacture and supply each JVC Product from the [*] Facility (or such other Facility (as defined in section 1.9 of the JDLA) as the Board may agree) for development and commercialization by the JVC (the “ Manufacturing Agreement(s) ”). Agila shall manufacture and supply the JVC Products to the JVC in compliance with the terms and conditions of the relevant Manufacturing Agreement. The Manufacturing Agreement(s) shall include provisions that address forecasting, ordering, supply failure, product warranty, regulatory defaults and other terms and conditions, each in accordance with the reasonable and customary terms for similar arrangements in the pharmaceutical industry; provided that the supply price of JVC Products shall be subject to Section 7.1.2.

7.1.2 The Parties agree that, pursuant to the Manufacturing Agreements, (a) Agila shall manufacture and supply the JVC’s requirements of all JVC Products for conducting

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Clinical Trial(s) at a transfer price equal to [*], and (b) Agila shall supply the JVC’s requirements of all JVC Products for commercial sale at a price to be mutually agreed between Agila and the JVC; provided that in no event shall such commercial supply price exceed [*] plus [*] percent (*%) (the “ Supply Price ”) with respect to each JVC Product. The Parties acknowledge and agree that prior to and during the term of the Manufacturing Agreement, the JVC shall solicit price quotes for each JVC Product from Acceptable Third Party Suppliers, in order to benchmark Agila’s Supply Prices to the JVC. If the Supply Price offered by Agila for such JVC Product exceeds the best price available from any such Acceptable Third Party Supplier, adjusted for short-term opportunistic offers, Agila will use its best efforts to match such price. In the event that Agila cannot match such price, Agila shall provide such assistance as is reasonably necessary to enable such Acceptable Third Party Supplier to manufacture such JVC Product for the JVC, including by providing any necessary licenses or technology transfer. All costs including regulatory costs of site transfer incurred by the Parties in connection with a transfer of manufacturing of any JVC Product from Agila to an Acceptable Third Party Supplier pursuant to this Section 7.1.2 shall be borne by the JVC.

7.1.3 The Parties acknowledge and agree that simultaneously with the entry into the Manufacturing Agreement, the JVC and Agila shall enter into a quality agreement which sets out the policies, procedures, and standards by which the JVC and Agila will coordinate and implement their operational and quality assurance activities and regulatory compliance objectives with respect to the applicable JVC Product(s) (the “ Quality Agreement ”).

7.1.4 The terms and conditions of the Manufacturing Agreement and the Quality Agreement and the execution thereof shall be subject to the Board’s approval.

7.1.5 The Parties acknowledge and agree that the JVC shall contemplate secondary manufacturing strategies for the JVC Products, particularly in markets where domestic manufacturing is required or as reasonably necessary to avoid any supply failure.

7.2. Other Services by Parent Companies . During the term of this Agreement, the JVC may request provision of certain services relating to the development and/or commercialization of one or more JVC Products from each Party on an as-needed basis. If the requested Party is willing to provide such requested services, then the relevant Party shall negotiate in good faith with the JVC, the applicable service agreement containing terms and conditions that are consistent with reasonable and customary terms for similar arrangements in the pharmaceutical industry; provided that the price for providing such services shall equal to the actual direct cost incurred by such Party in the performance of such services (or the provision of products or materials, as the case may be) plus the applicable taxes, or in the event actual direct cost cannot be reasonably determined, the JVC and such requested Party will agree on costs and rates to be charged plus the applicable taxes. The price charged by each Party to the JVC for the provision of services hereunder shall be reviewed annually and be adjusted as mutually agreed by the JVC and the applicable Party and in accordance with Applicable Laws.

7.3. Manufacturing Records and Audits . Agila shall maintain complete and accurate records of its manufacturing activities under the Manufacturing Agreement. Pfenex shall have the right to audit, during normal business hours upon reasonable advanced notice and not more than once per calendar year, the facilities in which Agila manufactures the JVC Products all records of

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Agila’s manufacturing activities under the Manufacturing Agreement to ensure compliance with the terms of the Manufacturing Agreement and Applicable Laws. The cost of any such audit shall be borne by the JVC.

7.4. JVC Responsibilities . Except as expressly provided herein, the Parties acknowledge and agree that the JVC (itself or through contractors engaged by the JVC in accordance with the applicable Plan and Budget or Semi-annual Plan and Budget or as otherwise approved by the Board) shall be responsible for the performance of any and all development and commercialization activities with respect to each JVC Product, including:

7.4.1 developing and submitting all Regulatory Filings and obtaining and maintaining all Regulatory Approvals (including Marketing Approvals), in each case as necessary to develop and commercialize the JVC Products throughout the Territory;

7.4.2 obtaining and overseeing supply of JVC Products for Clinical Trials and commercial sales in accordance with Section 6.1;

7.4.3 overseeing Clinical Trials of JVC Products;

7.4.4 submitting annual reports and completion reports on the Clinical Trials of JVC Products to the prescribed Regulatory Authority in accordance with Applicable Laws;

7.4.5 establishing commercialization strategies for each JVC Product; and

7.4.6 selling, marketing and distributing JVC Products throughout the Territory.

7.5. Regulatory Matters . All Regulatory Filings and Regulatory Approvals (including Marketing Approvals) necessary to develop and commercialize the JVC Products throughout the Territory shall be filed and held in the name of the JVC. Each Party may participate in any scheduled meetings between the JVC and Regulatory Authorities concerning material regulatory matters relating to the JVC Products (including via conference call or videoconference), and will have the right to receive copies of all material regulatory correspondence between the JVC and Regulatory Authorities regarding the JVC Products. For clarity, the JVC shall own all the Regulatory Approvals (including Marketing Approvals), Regulatory Filings as well as all manufacturing and analytical records for the JVC Products, including all in-process and finished product records.

7.6. Cooperation . Each Party shall reasonably cooperate, at its own expense, with the JVC with respect to regulatory and legal compliance and quality control related to the development and commercialization of JVC Products, including by assisting the JVC to establish and implement, through the Operating Committee and subject to Board approval, appropriate regulatory and legal compliance and quality control policies and procedures, and by implementing any compliance and quality control policies and procedures with respect to services provided by such Party to the JVC as are reasonably necessary to enable the JVC to comply with the policies and procedures established by the Board. Each Party shall and shall cause the JVC to perform any and all activities under this Agreement in accordance with all Applicable Laws.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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7.7. Operational Audits . The Parties acknowledge and agree that the JVC shall permit one or more duly authorized representative of each Party, upon reasonable advance written notice to the JVC and during regular business hours, to access and audit the JVC’s (and any contractor of JVC involved in product manufacture, research and development) operations, the records and documents relating thereto to ensure compliance with the each Plan and Budget and Semi-annual Plan and Budget and Applicable Laws (including for purposes of conducting internal audits prior to an inspection by a Regulatory Authority) in connection with the development and commercialization of the JVC Products (including manufacturing thereof). The JVC shall record, respond and address all observations of the applicable Party. Each Party shall conduct the foregoing operational audit at its own costs.

8.1. Accounting System

8.1.1 The JVC shall adopt the internationally practiced accrual basis of accounting and the debit and credit method for book keeping, and shall, in accordance with the provisions of Applicable Laws, prepare complete, accurate and appropriate financial and accounting books and records satisfactory to the Board.

8.1.2 The accounting system and procedures to be adopted by the JVC shall be prepared by the Finance Committee, and shall be submitted to the Board for approval. If is required by Applicable Laws, then once approved by the Board, the accounting system and procedures shall be filed with the department of finance, the tax authorities or other governmental authorities having jurisdiction over the JVC.

8.1.3 The Finance Committee shall also prepare for internal reporting purposes of the Parties (i) certain financial data of the JVC (including sales, cost of sales, gross margin and operating income) on a quarterly basis and (ii) financial statements for the JVC within fifteen (15) days of the end of each calendar quarter.

8.2. Auditing . The JVC shall engage an accounting firm selected by the Board as its external auditor (the “ JVC Auditor ”) and to examine and verify the financial accounting books of the JVC on an annual basis. The results of the JVC Auditor’s examination shall be reported to the Board. The JVC shall submit to the Parties and to each Director the audited annual accounts within forty-five (45) days after the end of the Financial Year, together with the audit report of the JVC Auditor. In connection with the annual audit of the JVC, Agila shall provide to the JVC Auditor and the Board complete and accurate accounting records related to its performance of the manufacturing services to the JVC, which shall be prepared in accordance with the accounting principles it generally and consistently applies in its business operations. Agila further agrees to provide to the JVC Auditor and the Board a copy of all reports of any internal or external audit of Agila to the extent relating to the manufacturing services provided to the JVC. If the JVC Auditor and the Board discovers that Agila has overbilled the JVC for the manufacturing services, Agila shall reimburse the JVC such overbilled amount. In the event the overbilled amount exceeds the greater of One Hundred Thousand Dollars (U.S. $100,000) or ten percent (10%) of the total fees payable by the JVC to Agila during the period subject to such audit, then Agila shall also pay the JVC an interest at the lesser of (i) thirty (30) day U.S. dollar LIBOR rate effective for the date such

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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overbilled amount was paid, as published by The Wall Street Journal, Internet Edition at www.wsj.com in the “Money Rates” column plus an additional two percent (2%), or (ii) the maximum rate permitted by Applicable Laws, calculated on the number of days since the JVC paid such overbilled amount. If the Parties cannot agree on whether Agila has overbilled the JVC for its manufacturing services or the overbilled amount, such dispute shall be resolved in accordance with the procedures set forth in Section 17.10. Notwithstanding the foregoing, billing differences arising out of a positive variance from standard costs assumed at the beginning of the year (as approved by the Board), and which are due to be adjusted at year end, will not be treated as overbilling even if it exceeds such [*] (U.S. $[*]) or [*] percent ([*]%).

8.3. Distribution and Allocation of Profits and Loss .

8.3.1 The JVC shall make all distributions of cash and other property to the Parties on a basis proportionate to Parties’ respective Ownership Interest.

8.3.2 Profits and losses will be allocated among the Parties in a manner consistent with their respective Ownership Interests and the requirements of Applicable Laws.

8.3.3 In the event of any liquidation, dissolution or winding up of the JVC, any distribution of cash or other property shall be made in accordance with the foregoing distribution provisions, after satisfaction of the debts and liabilities of the JVC and reservation of funds for the liquidation on an Ownership Interest basis.

9.1. No Transfer . Neither Party may transfer its Shares in the JVC to any Person other than a wholly owned subsidiary of such Party, without the consent of the other Party; provided that each Party may transfer its Shares in the JVC in accordance with Section 9.2 below, or in connection with an assignment of this Agreement in accordance with Section 17.2, or otherwise to the other Party as set forth in Article 14. Any transfer or attempt to transfer Shares in violation of the foregoing shall be null and void ab initio , and the JVC shall (i) not register any such transfer of Shares; or (ii) cancel or rectify such transfer of Shares; or (iii) reject and reverse such erroneous transfer of Shares made or attempted, suo motu , without necessity of a Board decision and may institute proceedings for this purpose if required by Applicable Laws (as the case may be). In such circumstances, any transferee of Shares shall not be entitled to any rights under this Agreement.

9.2. Right of First Refusal and Tag-Along Right .

9.2.1 Subject to this Section 9.2, if either Party (“ Disposing Shareholder ”) proposes to transfer all or part of its Shares in the JVC to a Third Party (“ Proposed Transferee ”), the other Party (“ Non-Disposing Shareholder ”) shall have (i) a right of first refusal to purchase the Shares proposed to be transferred by the Disposing Shareholder (“ Right of First Refusal ”) or (ii) a right to tag along with the Disposing Shareholder in selling Shares to such Proposed Transferee (“ Tag-Along Right ”), each to be exercised in the manner set out below.

9.2.2 The Disposing Shareholder shall send a written notice (the “ Offer Notice ”) to the Non-Disposing Shareholder, which notice shall state (i) the number of Shares proposed to be transferred (the “ Offered Shares ”); (ii) the proposed consideration for the transfer (“ Offer Price ”);

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(iii) the name and address of the Proposed Transferee and the name and address of the beneficial owner(s) of the Proposed Transferee; and (iv) all other material terms and conditions subject to which the Offered Shares are proposed to be transferred.

9.2.3 Within a period of five (5) Business Days’ from the receipt of the Offer Notice (the “ Acceptance Period ”), the Non-Disposing Shareholders shall have the right to (i) exercise its Right of First Refusal to purchase all (but not less than all) of the Offered Shares at the Offer Price in accordance with Section 9.2.4 below by providing a written notice of its election to exercise its Right of First Refusal (the “ Acceptance Notice ”) to the Disposing Shareholder, or (ii) exercise its Tag-Along Right in accordance with Section 9.2.5 below through the delivery of a written notice of its election to exercise its Tag-Along Right (the “ Tag-Along Notice ”) to the Disposing Shareholder, which shall state the number and description of Shares that the Non-Disposing Shareholder wishes to sell to the Proposed Transferee at the Offer Price (“ Offered Tag Shares ”).

9.2.4 In the event that the Non-Disposing Shareholder provides the Acceptance Notice within the Acceptance Period, it shall have the right and obligation to purchase the Offered Shares at the Offer Price and it shall complete such purchase within a period of sixty (60) days from the date of Acceptance Notice. In the event the Non-Disposing Shareholder does not complete the transaction (including payment of consideration) within such sixty (60) day period, the Disposing Shareholder shall be free to sell the outstanding Offered Shares to the Proposed Transferee or any other Third Party which is not developing, manufacturing or commercializing, directly or indirectly, any product that directly competes with any JVC Product or Collaboration Product at a price not being less than the Offer Price within a period of one hundred and eighty (180) days from the expiry of the Acceptance Period. If the Offered Shares described in the Offer Notice are not transferred to any Third Party in accordance with this Section 9.2.4 within such one hundred and eighty (180) day period, the Offered Shares shall again be subject to all transfer restrictions as contained in this Article 9, and any new transfer will have to comply with this Section 9.2 (as applicable) before any Offered Shares held by the Disposing Shareholder may be transferred.

9.2.5 In the event that the Non-Disposing Shareholder provides the Tag-Along Notice within the Acceptance Period, the Disposing Shareholder will promptly notify the Proposed Transferee that the Non-Disposing Shareholder’s intent to sell Offered Tag Shares to the Proposed Transferee at the Offer Price and the other terms and conditions described in the Offer Notice. In the event the Proposed Transferee agrees to purchase Offered Tag Shares from the Non-Disposing Shareholder in addition to the Offered Shares from the Disposing Shareholder, the Disposing Shareholder shall promptly deliver to the Non-Disposing Shareholder a notice setting forth the delivery instructions and procedures required to effectuate the transfer of the Offered Tag Shares. In the event the Proposed Transferee does not agree to purchase any or all of the Offered Tag Shares, then each Party has the right to sell up to the percentage of the total Shares that such Proposed Transferee is willing to purchase in proportion to its Ownership Interest in the JVC. The Disposing Shareholder shall ensure that the Proposed Transferee or its nominee(s) purchase the applicable number of Offered Tag Shares from the Non-Disposing Shareholder at the same price and same terms and conditions offered to the Disposing Shareholder. If the Proposed Transferee or its nominee(s) does not complete the purchase of Offered Tag Shares as provided in this Section 9.2.5, then the Disposing Shareholder shall not transfer any of its Shares to the Proposed Transferee.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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9.2.6 In the event that the Non-Disposing Shareholder provides neither Acceptance Notice nor Tag-Along Notice during the Acceptance Period, the Disposing Shareholder shall be entitled to sell and transfer any or all the Offered Shares to the Proposed Transferee mentioned in the Offer Notice or any Third Party which is not developing, manufacturing or commercializing, directly or indirectly, any product that directly competes with any JVC Product or Collaboration Product on the terms and conditions substantially similar to those set out in the Offer Notice. If completion of such sale and transfer of Offered Shares does not take place within a period of one hundred and eighty (180) days following the expiry of the Acceptance Period, the Disposing Shareholder’s right to sell the Offered Shares shall lapse and the provisions of this Section 9.2 shall once again apply to the Disposing Shareholder’s Offered Shares.

9.2.7 The Parties acknowledge and agree any Third Party who has purchased any Shares under this Section 9.2 shall execute and deliver to each Party a Deed of Adherence in the form set forth in Exhibit 2 hereto.

10.1. Non-Compete . During the Term, each Party agrees that, except for its obligations hereunder, neither it nor any of its Affiliates shall develop, manufacture, supply or commercialize any JVC Product, or assist any Third Party to perform any such activities with respect to any JVC Product. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 10.1 shall prohibit any Acquiring Entity from continuing, furthering or performing (i) any activities in which it was engaged prior to the effective date of the applicable transaction, pursuant to which the Acquiring Entity merges or consolidates with or acquires a Party, or a Party transfers to such Acquiring Entity all or substantially all of its assets to which this Agreement pertains, or (ii) any activities relating to products developed by such Acquiring Entity (or any Third Party) independent of (and without accessing or practicing) subject matter within the Pfenex Background Technology (in the case of an Acquiring Entity of Pfenex), the Agila Background Technology (in the case of an Acquiring Entity of Agila), or any JVC Technology.

10.2. Non-solicitation . It is agreed that neither Party nor any of their Affiliates shall approach, solicit or otherwise endeavour to entice away from the JVC any of its employees, agents, directors, consultant or advisor, or any of the employees seconded by the other Party as a result of or under the terms of this Agreement, whether or not such Person would commit a breach of contract of employment by leaving his employment.

11.1. Background Technology . Except for the limited licenses granted under Section 11.2 below, as between the Parties, each Party retains full right, title and interest in and to its respective Background Technology.

11.2. License Grant

11.2.1 License Grant by Pfenex . Pfenex hereby grants to JVC an exclusive (with respect to the JVC Products), non-transferable, worldwide, fully-paid up, royalty-free license under Pfenex’s Background Technology, together with all intellectual property rights therein, solely to the extent necessary for JVC to develop and commercialize the JVC Products in accordance with this Agreement.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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11.2.2 License Grant by Agila . Agila hereby grants to JVC an exclusive (with respect to the JVC Products), non-transferable, worldwide, fully-paid up, royalty-free license under Agila’s Background Technology, together with all intellectual property rights therein, solely to the extent necessary for JVC to develop and commercialize the JVC Products in accordance with this Agreement.

11.2.3 No Other Right . All rights and licenses granted under this Agreement are limited to the scope expressly granted. Accordingly, except for the rights expressly granted under this Agreement, no right, title, or interest of any nature whatsoever is granted whether by implication, estoppel, reliance, or otherwise, by either Party to the JVC or the other Party.

11.3. JVC Technology . All right, title and interest to inventions and other subject matter (together with all intellectual property rights therein) conceived or created or first reduced to practice by or on behalf of the JVC under this Agreement and all Collaboration Technology assigned to JVC pursuant to section 10.6 of the JDLA (collectively, “ JVC Technology ”) shall be owned by JVC; provided that JVC Technology shall exclude all Pfenex Improvements, which will be the sole and exclusive property of Pfenex. To the extent permitted by Applicable Laws, each Party shall cause the JVC to assign to Pfenex all Pfenex Improvements and take such other reasonable actions at Pfenex’ request and expense to effectuate such assignment. As used herein, “ Pfenex Improvements ” means: all modifications and improvements to any Pfenex Expression Technology or Pfenex Materials and Deliverables and all inventions claiming the use of Pfenex Expression Technology that are not solely applicable to any JVC Product and all intellectual property rights pertaining to the foregoing. Prosecution, maintenance, and enforcement costs and control of all patents and patent applications within the JVC Technology will be conducted by the JVC.

11.4. Branding Trademarks . The JVC, through the Operations Committee, shall determine the appropriate trademark and trade name for each JVC Product. The Parties shall cause the JVC to follow all Applicable Laws and best practices regarding marking and usage of any trademark rights and domain names to protect the goodwill of the JVC. To the extent necessary or desirable for the development or commercialization of any JVC Product and consistent with Applicable Laws and industry standards for the applicable territory as determined by the Operations Committee and subject to Board’s approval, a Party’s trademark or trade name may be included in the trademark or trade name of any JVC Product in accordance with Applicable Laws and industry standards for the applicable territory, in which event such Party will grant the JVC a license to use such trademark or trade name (including name, logo or similar marks) of such Party solely for the development or commercialization of the applicable JVC Product in the applicable territory subject to terms and conditions mutually agreed between such Party and the JVC; provided, that if either Party ceases to be a Party of the JVC, unless otherwise provided for in a separate agreement, the JVC shall no longer be permitted to use such Party’s trademark or trade name (including name, logo or similar marks) in connection with the activities of the JVC.

11.5. Cooperation . The Parties shall at all times fully cooperate in order to reasonably implement the provisions of this Article 11. Such cooperation may include the execution of

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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necessary legal documents, coordinating prosecution to avoid and/or mitigate any patentability issues, and the provision of any other assistance reasonably requested by the other Party or the JVC at such other Party’s or the JVC’s expenses, as applicable. Without limiting the foregoing, promptly after the Completion Date, each Party shall enter into a written agreement with the JVC to reflect the grant of licenses with respect to any Background Technology (including any trade mark license contemplated under Section 11.4) and assignment of intellectual property rights with respect to any Collaboration Technology or JVC Technology in consistence with section 10.6 of the JDLA and this Article 11.

12.1. Confidential Information . The Parties may from time to time disclose to each other Confidential Information pursuant to this Agreement or otherwise in connection with the JVC. “ Confidential Information ” means any information disclosed by one Party (the “ Disclosing Party ”) to the other Party (the “ Receiving Party ”) hereto, which (i) if disclosed in tangible form is marked “confidential” or with other similar designation to indicate its confidential or proprietary nature, (ii) if disclosed orally, is identified as confidential or proprietary by the Party disclosing such information at the time of its initial disclosure and is confirmed in writing as confidential or proprietary by the Disclosing Party within forty five (45) days after such initial disclosure, or (iii) is reasonably expected to be treated in a confidential manner based on the nature of such information and the circumstances of its disclosure. Without limiting the foregoing, the terms of this Agreement and all non-public information relating to the business or technology of the JVC (including information relating to the development and/or commercialization of any JVC Product) shall be deemed Confidential Information of both Parties. Notwithstanding the foregoing or anything herein to the contrary, the obligations of the Receiving Party under this Agreement shall not apply to any information that, in each case as demonstrated by written documentation: (a) was already known to the Receiving Party, other than under an obligation of confidentiality, at the time of disclosure; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the Receiving Party; (c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the Receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the Receiving Party by the Disclosing Party; or (e) was independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party.

12.2. Confidentiality . During the Term and for a period of five (5) years thereafter, each Party agrees to hold and maintain in strict confidence all Confidential Information of the other Party and neither Party shall use any Confidential Information of the other Party for any purpose except as permitted under this Agreement. Each Party further agrees not to disclose any Confidential Information of the other Party except to those employees and consultants who have a need to know and provided that each person to whom Confidential Information is disclosed agrees to be bound by terms regarding the disclosure and use of Confidential Information no less restrictive than those set forth in this Article 12.

12.3. Permitted disclosure . Each Party may use and disclose Confidential Information of the other Party as follows: (i) under appropriate confidentiality obligations substantially equivalent to those in this Agreement, in connection with the performance of its obligations or exercise of rights granted to such Party in this Agreement, (ii) to the extent such disclosure is reasonably

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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necessary in filing for, prosecuting or maintenance of patents and other intellectual property rights (including applications therefor) in accordance with this Agreement, prosecuting or defending litigation, complying with applicable governmental regulations, filing for, conducting preclinical or clinical trials, obtaining and maintaining regulatory approvals, or otherwise required by Applicable Laws or the rules of a recognized stock exchange; provided, however, that if a Party is required by Applicable Laws or rules of stock exchange to make any such disclosure of the other Party’s Confidential Information it shall, to the extent legally permissible and practicable, give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, shall use its reasonable efforts to secure confidential treatment of such Confidential Information required to be disclosed or limit the scope of the compelled disclosure (iii) in communication with existing and potential investors, collaborators, consultants, advisors (including financial advisors, lawyers and accountants) and others on a need to know basis, in each case under appropriate confidentiality obligations substantially equivalent to those of this Agreement.

12.4. Publicity Review .

12.4.1 General . Unless required by Applicable Laws, neither Party shall make any public disclosure in relation to this Agreement or any JVC Product without the prior written consent of the other Party. Without limiting the foregoing, each Party shall use good faith efforts to provide any disclosure required by Applicable Laws at least five (5) Business Days prior to such disclosure (to the extent practicable) for the other Party’s review and comment. Notwithstanding the foregoing, it is understood that the Parties will issue a joint press release to announce the execution of the JDLA and this Agreement as provided in section 9.4.1 of the JDLA. After the issuance of such public release, each Party may disclose to Third Parties the information contained in such press release without the need for further approval by the other Party.

12.4.2 Use of Names . Neither Party shall utilize the name or trademarks of the other Party or the JVC without the other Party’s prior written consent, provided that such use or disclosure shall be permitted if required by Applicable Laws and the Party making such use or disclosure consults with the other Party to the extent practicable not less than thirty (30) days prior to the use or disclosure.

13.1. Mutual Representations and Warranties . Each Party represents and warrants to the other Party that: (a) as of the Effective Date, it has the power and authority to enter into this Agreement and to perform its obligations hereunder and to grant to the other Party the rights granted to such other Party under this Agreement; (b) as of the Effective Date, it has obtained all necessary corporate and other approvals to enter into and execute this Agreement; (c) it is not, as of the Effective Date, a party to, nor will it enter into or assume during the Term, any contract or other obligation with a Third Party that would in any way limit the performance of its obligations under this Agreement; (d) this Agreement will, when executed, constitute valid and binding obligations on the Parties; and (e) entry into and performance by it of this Agreement will not (i) breach any provision of its bylaws or equivalent constitutional documents; or (ii) result in a breach of any Applicable Laws in its jurisdiction of incorporation or of any order, decree or judgment of any court or any Regulatory Authority, where any such breach would affect to a material extent its ability to enter into or perform its obligations under this Agreement.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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13.2. No Debarment . Each Party further represents and warrants that neither it, nor any of its Affiliates, nor any of their respective employees or contractors involved in the performance of this Agreement have been “debarred” by the FDA pursuant to 21 U.S.C. § 335a or subject to a similar sanction from any Regulatory Authority in any other jurisdiction, nor have debarment or similar proceedings against such Party, any of its Affiliates, or any of their respective employees or contractors involved in the performance of this Agreement been commenced. Each Party will promptly notify the other Party in writing if any such proceedings are commenced or if such Party, any of its Affiliates, or any of their respective employees or contractors involved in the performance of this Agreement are debarred or similarly sanctioned by any Regulatory Authority.

13.3. GMP Facility . Agila represents and warrants that prior to the Completion Date it will complete the construction and qualification of the [*] Facility (as defined in section 1.9 of the JDLA) with the capacity to supply all then-existing JVC Products in accordance with GMP and other Applicable Laws. It is understood that Agila’s failure to complete the construction and qualification of the [*] Facility with adequate capacity prior to the Completion Date will not be deemed a breach of this Agreement if: (i) Agila has used all reasonable efforts to achieve such goal and the delay is caused by circumstances beyond Agila’s reasonable control, and (ii) prior to completing the construction and qualification of the [*] Facility with adequate capacity, Agila will supply JVC’s requirements of all the JVC Products (including both clinical supply and commercial supply) in accordance with GMP and other Applicable Laws through any Affiliate(s) of Agila or any Acceptable Third Party Supplier(s) at the Interim Transfer Price. For purposes of the foregoing, the “ Interim Transfer Price ” shall mean [*] percent ([*]%) less than the average price quoted for the supply of the applicable JVC Product(s) quoted by three (3) independent Third Party manufacturers of international repute and having capabilities, to manufacture and supply such JVC Product(s) in accordance with GMP and other Applicable Laws (which Third Party manufacturers are chosen by the Board).

13.4. Disclaimer . EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SUBJECT MAI’L’ER HEREOF AND EACH PARTY EXPRESSLY DISCLAIMS ANY SUCH ADDITIONAL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

13.5. Limitation of Liability . NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOST PROFITS ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY UNDER ARTICLE15.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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14.1. Term . Unless otherwise terminated earlier pursuant to this Article 14, the term (“ Term ”) of this Agreement shall commence as of the Effective Date and shall remain in force and effect so long as there is at least one JVC Product under development or commercialization by the JVC under this Agreement, unless earlier terminated by a Party in accordance with this Agreement.

14.2. Termination for Failure to Launch . In the event the JVC fails to initiate the first commercial sale of any JVC Product under a Marketing Approval in the Territory within the timeframe set forth in the applicable Plan and Budget, either Party may terminate this Agreement with respect to such JVC Product by immediate written notice to the other Party. For clarity, such termination shall not affect any other JVC Product under this Agreement. It is understood that the first commercial sale of the first JVC Product under a Marketing Approval in the Territory shall occur within five (5) years after the Effective Date.

14.3. Termination for Convenience .

14.3.1 Offer . Beginning on the fifth anniversary of the Effective Date, a Party (the “ Offering Party ”) may offer to sell its entire equity interest in the registered capital of the JVC to the other Party (the “ Offered Party ”) by providing a written proposal referencing this Section 14.3 and setting forth in reasonable detail the financial terms and other terms and conditions of such sale, each in accordance with Applicable Laws (the “ Offer ”). To the extent required by Applicable Laws, the Offering Party shall obtain a valuation of the JVC pursuant to Section 14.5 at the Offering Party’s expense and propose the financial terms of the Offer based on such valuation. Within six (6) months of receiving such Offer, the Offered Party shall elect, by written notice to the Offering Party (“ Notice of Election ”), to either:

(a) accept the Offering Party’s offer to purchase the Offering Party’s entire equity interest in the registered capital of the JVC, in which event the Offered Party shall be bound to purchase, and the Offering Party shall be bound to sell, the Offering Party’s entire equity interest in the JVC pursuant to the terms and conditions (including financial terms) set forth in the Offer, or

(b) sell to the Offering Party the Offered Party’s entire equity interest in the registered capital of the JVC, in which event the Offering Party shall be bound to purchase, and the Offered Party shall be bound to sell, the Offered Party’s entire equity interest in the JVC pursuant to the terms and conditions (including financial terms) Set forth in the Offer, provided that the financial terms shall be adjusted based on the ratio of the Ownership Interest of the Offering Party and Offered Party. By way of example, if Pfenex offers to sell its entire equity interest in the JVC to Agila for [*] U.S. Dollars ([*]), Agila may elect to sell its entire equity interest in the JVC to Pfenex for [*] U.S. Dollars ([*]).

14.3.2 Completion of Purchase . The Parties shall in good faith complete the transaction contemplated under Section 14.3.1 as soon as practicable, but in no event later than six (6) months after the delivery of the Offered Party’s Notice of Election. The purchasing Party (the Offering Party or the Offered Party, as the case may be) shall pay the purchase price pursuant to the

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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payment schedule set forth in the Offer (adjusted based on the ratio of the Ownership Interest if the Offered Party is the purchasing Party), and the other Party shall transfer all right, title and interest to such purchasing Party certificates representing all such equity interest in the JVC, free and clear of any liens, claims, charges or encumbrances duly endorsed for transfer and together with all necessary transfer documents (provided that the issuing Party may retain a security interest in the transferred shares until the shares are fully paid in accordance with the Offer).

14.4. Termination for Event of Default . Each Party shall have the right to terminate this Agreement in the event that the other Party experiences an Event of Default, upon providing written notice of its intent to terminate referencing this Section 14.4 to the other Party.

14.4.1 Event of Default . An “ Event of Default ” shall occur if (a) a Party breaches or fails to perform in any material respect any material obligation under this Agreement and at the end of the Cure Period therefor such breach or failure remains uncured, or (b) a Party (i) files in any court or agency pursuant to any statute or regulation of any jurisdiction a petition in bankruptcy or insolvency or for reorganization or similar arrangement for the benefit of creditors or for the appointment of a receiver or trustee of such other Party or its assets, (ii) is served with an involuntary petition against it in any insolvency proceeding and such involuntary petition has not been stayed or dismissed within ninety (90) days of its filing, or (iii) makes an assignment of substantially all of its assets for the benefit of its creditors (in each case of (a) or (b), such Party, the “ Defaulting Party ”). Without limiting the foregoing, the Parties acknowledge and agree that any material breach by Agila of the Manufacturing Agreement shall constitute an Event of Default by Agila under this Agreement.

14.4.2 Cure Period . Upon a Defaulting Party’s breach or failure to perform an obligation under this Agreement, the other Party (the “ Non-Defaulting Party ”) shall have the right to deliver to the Defaulting Party a notice of default (a “ Notice of Default ”). The Notice of Default shall set forth the nature of the Defaulting Party’s breach or failure of performance under this Agreement and a request for the Defaulting Party to cure such breach or failure within the Cure Period. If the Defaulting Party fails to cure the breach or failure within the Cure Period, the Non-Defaulting Party shall be entitled to exercise its Call Option as set forth in Section 14.4.3 or Put Option as set forth in Section 14.4.4. For purposes hereof, “ Cure Period ” means a period commencing on the date that the Notice of Default is provided by the Non-Defaulting Party and ending (a) thirty (30) days after Notice of Default is so provided, or (b) in the case of any obligation (other than an obligation to pay money) which cannot reasonably be cured within such thirty (30) day period, such longer period not to exceed one hundred twenty (120) days after the Notice of Default is so provided as is necessary to effect a cure of the Event of Default, so long as the Defaulting Party diligently attempts to effect a cure throughout such period.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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14.4.3 Call Option . Upon the occurrence of an Event of Default, the Non-Defaulting Party shall have an option to purchase the Defaulting Party’s entire equity interest in the registered capital of the JVC (the “ Call Option ”), and if the Non-Defaulting Party decides to exercise such Call Option at its own discretion by providing written notice to the Defaulting Party, the Defaulting Party must agree to sell all its equity interest in the JVC (the “ Call Option Sold Equity ”) to the Non-Defaulting Party (or its designated party) at a value determined pursuant to this Section 14.4.3 and shall cause its appointed Directors to vote in favor of the sale.

(a) If the Non-Defaulting Party decides to exercise its Call Option, it shall, by written notice (the “ Call Option Exercise Notice ”), propose to the Defaulting Party a price that in the Non-Defaulting Party’s reasonable opinion is the fair market value of the Call Option Sold Equity (the “ Call Option Purchase Price ”). If the Defaulting Party does not agree or does not reply within ten (10) Business Days of the Call Option Exercise Notice or it is otherwise required by Applicable Laws to obtain an outside valuation of the fair market value of the Call Option Sold Equity, the Parties shall commence an outside process for determining the Call Option Purchase Price in accordance with Section 14.5, at the Defaulting Party’s expense.

(b) Upon the receipt of the Purchase Price Certificate (as defined below) issued in accordance with Section 14.5, the Non-Defaulting Party shall be bound (subject to any necessary approvals of its shareholders in a general meeting and any regulatory approvals) to buy and the Defaulting Party shall be bound to sell the Call Option Sold Equity at [*] ([*]%) of the Valuation Price set out in the Purchase Price Certificate as issued in accordance with Section 14.5.

14.4.4 Put Option . Upon the occurrence of an Event of Default ,the Non-Defaulting Party shall have an option (“ Put Option ”) to sell to the Defaulting Party the Non-Defaulting Party’s entire equity interest in the registered capital of the JVC (“ Put Option Sold Equity ”), and if the Non-Defaulting Party decides to exercise its option at its own discretion by providing written notice to the Defaulting Party, the Defaulting Party must agree to purchase the Put Option Sold Equity at a value determined pursuant to this Section 14.4.4, and shall cause its appointed Directors to vote in favor of the sale.

(a) If the Non-Defaulting Party decides to exercise its Put Option, it shall, by Written notice (the “ Put Option Exercise Notice ”), propose to the Defaulting Party a price that in the Non-Defaulting Party’s reasonable opinion is the fair market value of the Put Option Sold Equity (the “ Put Option Purchase Price ”). If the Defaulting Party does not agree or does not reply within ten (10) Business Days of the Put Option Exercise Notice or it is otherwise required by Applicable Laws to obtain an outside valuation of the fair market value of the Put Option Sold Equity, the Parties shall commence an outside process for determining the Put Option Purchase Price in accordance with Section 14.5, at the Defaulting Party’s expense.

(b) Upon receipt by the Parties of the Purchase Price Certificate issued in accordance with Section 14.5, the Non-Defaulting Party shall be bound to sell, and the Defaulting Party shall be bound to purchase the Put Option Sold Equity at [*] percent ([*]%) of the Valuation Price set out in the Purchase Price Certificate issued in accordance with Section 14.5.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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14.5. Valuation and Procedure . Where a valuation is required to be carried out under this Agreement to determine the fair market value of any and all part of the equity interests of any Party in the JVC to be transferred under this Agreement, the Parties shall, and shall cause the JVC, to comply with the following provisions:

14.5.1 Within ten (10) Business Days upon a Party’s receipt of a written notice from the other Party to initiate a valuation pursuant to this Agreement; the Parties shall negotiate in good faith and select and retain an internationally recognized investment bank with relevant experience in the business of valuation of pharmaceutical business which is qualified under Applicable Laws (the “ Appraiser ”) to conduct a valuation of the fair market value of the relevant equity interest of the JVC in accordance with this Section 14.5 (the “ Valuation Price ”) and deliver its valuation report to the Parties within 30 days after its appointment. In its determination of the Valuation Price, the Appraisers shall, based on the purpose of the valuation, value the equity interest by applying internationally accepted actuarial methods for calculating the fair market value of the equity interest in a pharmaceutical company.

14.5.2 The Valuation Price as determined above shall be final and binding upon the Parties, and such Valuation Price shall be certified by the Appraiser (the “ Purchase Price Certificate ”). Each Party shall equally bear the fees and costs arising from such valuation (including the Appraiser’s fees).

14.6. Cross-termination . In the event the JDLA is terminated (not expired) pursuant to its terms prior to the Completion Date or the Ratification Date for the first JVC Product, this Agreement shall terminate automatically.

14.7. JVC Successor . In the event this Agreement is terminated under Section 14.3 or Section 14.4 (and the Non-Defaulting Party has exercised the Call Option or Put Option) or the JVC is otherwise sold to a Third Party, the Parties shall fully cooperate with each other to facilitate a smooth, orderly and prompt transition of the development, manufacturing and/or commercialization of the JVC Products to the Party purchasing the JVC or the Third Party purchasing the JVC (the “ JVC Successor ”), at the JVC Successor’s expense. In connection therewith, each Party shall grant the JVC Successor a license to such Party’s Background Technology and all intellectual property rights therein to the extent necessary for the JVC Successor to continue developing, manufacturing and commercializing the JVC Products in the same manner as the JVC would perform such activities under this Agreement.

14.8. Survival . Any termination or expiration of this Agreement shall be without prejudice to the accrued rights and obligations of the Parties. The provisions of Articles 1, 12, 14, 16 and 17 and Sections 8.2, 11.3, 11.4, 11.5, 13.4, 13.5 and 15.2 shall survive such termination.

15.1. Articles of Association . All the provisions of this Agreement, to the extent relevant, shall be incorporated into the Articles of Association upon incorporation. Save to the extent prohibited by Applicable Laws, in the event of any inconsistency between the Articles of Association and the terms of this Agreement (on the other), the provisions of this Agreement shall prevail insofar as the contractual relationship between the Parties is concerned. The Parties further agree and undertake that in the event any inconsistency or ambiguity is discovered at any point of time in future between the Articles of Association and this Agreement, they shall endeavor, by exercising all voting and other rights and powers available to them, whether directly or indirectly, to remove the same by carrying out necessary amendment, modification and alteration in the Articles of Association thereby bringing the Articles of Association in conformity with this Agreement.

15.2. Applicable Laws . All the provisions of this Agreement would be subject to provisions of the Applicable Laws, if any, and to the extent applicable, and the Parties agree to take all such steps and make all changes hereto necessary to carry out the intention of the Parties as stated herein above in accordance with the Applicable Laws.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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16.1. Pfenex . Pfenex shall indemnify, defend and hold harmless Agila, its directors, officers, employees, agents, successors and assigns from and against any liabilities, expenses or costs (including reasonable attorneys’ fees and court costs) (collectively “ Losses ”) arising out of any claim, complaint, suit, proceeding or cause of action against any of them by a Third Party resulting from: (a) the negligent or intentionally wrongful acts or omissions of Pfenex or its Affiliates or (b) any breach by Pfenex of its representations, warranties and covenants under this Agreement; in each case, subject to the requirements set forth in Section 16.4 below. Notwithstanding the foregoing, Pfenex shall have no obligations under this Section 16.1 for any liabilities, expenses or costs arising out of or relating to claims to the extent covered under Section 16.2 below.

16.2. Agila . Agila shall indemnify, defend and hold harmless Pfenex, its directors, officers, employees, agents, successors and assigns from and against all Losses arising out of any claim, complaint, suit, proceeding or cause of action against any of them by a Third Party resulting from: (a) the negligent or intentionally wrongful acts or omissions of Agila or its Affiliates or (b) any breach by Agila of any of its representations, warranties and covenants under this Agreement; in each case, subject to the requirements set forth in Section 16.4 below. Notwithstanding the foregoing, Agila shall have no obligations under this Section 16.2 for any liabilities, expenses or costs arising out of or relating to claims to the extent covered under Section 16.1 above.

16.3. Other Liabilities . Agila and Pfenex shall share at 51:49 ratio all Losses incurred by either Party, its directors, officers, employees, agents, successors and assigns arising out of any claim, complaint, suit, proceeding or cause of action against either Party by a Third Party resulting from (i) any activities conducted by or on behalf of either Party under this Agreement or (ii) any activities conducted by or on behalf of the JVC under this Agreement; except to the extent such Losses resulting from: (a) the negligent or intentionally wrongful acts or omissions of either Party or its Affiliates or (b) any breach by either Party of any of its representations, warranties and covenants under this Agreement.

16.4. Indemnification Procedure . Any Party seeking indemnification under this Article 16 (the “ Indemnitee ”) shall: (a) promptly notify the indemnifying Party (the “ Indemnitor ”) of such claim; (b) provide the Indemnitor sole control over the defense or settlement thereof; and (c) at the Indemnitor’s request and expense, provide full information and reasonable assistance to Indemnitor with respect to such claims. Without limiting the foregoing, with respect to claims brought under Section 16.1 or 16.2 above, the Indemnitee, at its own expense, shall have the right to participate with counsel of its own choosing in the defense or settlement of any such claim. The indemnification under this Article 16 shall not apply to amounts paid in settlement of any claim if such settlement is effected without the consent of the Indemnitor.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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16.5. Insurance .

16.5.1 The Parties acknowledge and agree that the JVC shall maintain product liability insurance, Clinical Trial Insurance, commercial general liability insurance and other relevant Third Party insurance coverage at conditions reasonable and customary for the local market in order to protect the JVC, its Directors, and management team. The types of coverage, the value and the term of insurance for the JVC shall be discussed and decided by the Board in accordance with Applicable Laws and applicable industry standards.

16.5.2 Each Party will procure and maintain, at its own expense, insurance, with a financially sound and reputable insurer, reasonably sufficient to cover such Party’s activities and obligations under this Agreement with minimum coverage amounts customary for the activities of such Party hereunder in the jurisdiction(s) where such activities are performed. Each Party will furnish at the request of the other Party a certificate(s) reflecting relevant insurance coverage and limits. Each Party will name the other as an additional insured on the policies for the coverage required herein.

17.1. Affiliates . Each Party may perform any obligations and exercise any rights hereunder through any of its Affiliates subject to such Party intimating to the other Party the identity of the Affiliate and providing documents evidencing that the Person is an Affiliate of the Party. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and will cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement will be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.

17.2. Assignment . Each Party agrees that its rights and obligations under this Agreement may not be assigned or otherwise transferred to a Third Party without the prior written consent of the other Party hereto. Notwithstanding the foregoing, either Party may transfer or assign its rights and obligations under this Agreement to (a) an Affiliate, subject to the prior notice to the other Party and the assigning Party remaining responsible for such Affiliate’s performance or (b) a successor to all or substantially all of its business or assets relating to this Agreement whether by sale, merger, operation of law or otherwise, without the prior written consent of the other Party; provided that such assignee or transferee has agreed to be bound by the terms and conditions of this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successors and assigns.

17.3. Severability . If any clause, provision, or Section of this Agreement attached hereto, shall, for any reason, be held illegal, invalid or unenforceable, the Parties shall negotiate in good faith and in accordance with reasonable standards of fair dealing, a valid, legal, and enforceable substitute provision or provisions that most nearly reflect the original intent of the Parties under this Agreement in a manner that is commensurate in magnitude and degree with the changes arising as a result of any such substitute provision or provisions. All other provisions in this Agreement shall remain in full force and effect and shall be construed in order to carry out the original intent of the Parties as nearly as possible (consistent with the necessary reallocation of benefits) and as if such invalid, illegal, or unenforceable provision had never been contained herein.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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17.4. Merger of Understandings; Amendment . This Agreement (including the Exhibits attached hereto) and the JDLA as referenced herein constitute the entire agreement between the Parties regarding the subject matter hereof, and all prior negotiations and understandings between the Parties (except for the JDLA as referenced herein) regarding the subject matter hereof are deemed to be merged into this Agreement. No agreement or understanding varying or extending this Agreement or waiver of any right hereunder shall be binding upon either Party hereto, unless set forth in a writing which specifically refers to the Agreement signed by duly authorized officers or representatives of the respective Parties, and the provisions hereof not specifically amended thereby shall remain in full force and effect.

17.5. Waiver . Any waiver of the terms and conditions hereof must be explicitly in writing and executed by a duly authorized officer of the Party waiving compliance. The waiver by either of the Parties of any breach of any provision hereof by the other shall not be construed to be a waiver of any succeeding breach of such provision or a waiver of the provision itself. The delay or failure of any Party at any time to require performance of any provision of this Agreement shall in no manner affect such Party’s rights at a later time to enforce the same.

17.6. Notices . Any notice, report or other communication required or permitted to be given by either Party under this Agreement shall be given in writing and may be delivered by hand, reputable international 3- or 4-day courier service or by mailing, if mailed by registered or certified mail, postage prepaid and return receipt requested (or the international equivalent), or by email or fax (with printed confirmation of transmission and with confirmation copy forwarded by reputable international 3- or 4-day courier service), addressed to each Party as follows. Such information may be updated by a Party upon written notice to the other Party. A notice shall be deemed delivered upon receipt, unless the notice is received on a day other than a Business Day in the jurisdiction of the recipient or after 5:30 p.m. at the location of delivery, in which case delivery shall be deemed to be the next Business Day after receipt (as determined in the jurisdiction of recipient).

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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17.7. Force Majeure . Neither of the Parties shall be liable for any default or delay in performance of any obligation under this Agreement caused by any of the following: Act of God, war, terrorism, riot, fire, explosion, accident, flood, sabotage, compliance with governmental requests, laws, regulations, orders or actions, national defense requirements or any other event beyond the reasonable control of such Party, or labor trouble, strike, lockout or injunction (provided that neither of the Parties shall be required to settle a labor dispute against its own best judgment). The Party invoking the provisions of this Section 17.7 shall give the other Party written notice and full particulars of such force majeure event. Both Pfenex and Agila shall use reasonable efforts to mitigate the effects of any force majeure on their respective part.

17.8. Relationship of the Parties . The relationship of Pfenex and Agila is strictly one of independent contractors and the Parties acknowledge that this Agreement does not create a partnership, or the like, between them. Pfenex and Agila shall always remain independent contractors in its performance of this Agreement. Neither Party shall have any authority to employ any individual as an employee or agent for or on behalf of the other Party to this Agreement for any purpose, and neither Party, nor any person performing any duties or engaging in any work at the request of such Party, shall be deemed to be an employee or agent of the other Party.

17.9. Choice of Law . All questions with respect to the construction of this Agreement and the rights and liabilities of the Parties hereto shall be determined in accordance with the laws of England and Wales, save for the provisions of Applicable Laws of the JVC Venue that shall apply mandatorily to any of the Parties or any transaction, matter or thing under this Agreement which shall prevail, without regard to any provisions of conflicts of law and shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

17.10. Dispute Resolution .

17.10.1 General . If the Parties are unable to resolve any dispute or other matter arising out of or in connection with this Agreement, either Party may, by written notice to the other, have such dispute referred to the Chief Executive Officers of Parties for attempted resolution by good faith negotiations promptly after such notice is received. In such event, each Party shall cause its Chief Executive Officers to meet (face-to-face or by teleconference) and be available to attempt to resolve such issue. If the Parties should resolve such dispute or claim, a memorandum setting forth their agreement will be prepared and signed by both Parties if requested by either Party. The Parties shall cooperate in an effort to limit the issues for consideration in such manner as narrowly as reasonably practicable in order to resolve the dispute.

17.10.2 Arbitration . In the event that the Parties are unable to resolve any such matter subject to Section 17.10.1 within sixty (60) days from the date such dispute was referred to the Chief Executive Officers of the Parties, then either Party may initiate arbitration pursuant to this Section 17.10.2. Any arbitration under this Section 17.10.2 shall be conducted in English under the Arbitration Rules of the Singapore International Arbitration Centre (“ SIAC ”) in Singapore by a single arbitrator mutually selected by the Parties or otherwise selected in accordance with such rules. In such arbitration, the arbitrator shall select an independent expert with significant experience relating to the subject matter of such dispute to advise the arbitrator with respect to the subject matter of the dispute. If the Parties are unable to agree on an arbitrator, the arbitrator shall be selected by the chief executive of SIAC. The costs of such arbitration shall be shared equally by

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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the Parties, and each Party shall bear its own expenses in connection with the arbitration. The Parties shall use good faith efforts to complete arbitration under this Section 17.10.2 within sixty (60) days following the initiation of such arbitration. The arbitrator shall establish reasonable additional procedures to facilitate and complete such arbitration within such sixty (60) day period. Notwithstanding anything contained herein or the Arbitration Rules of the SIAC, the Parties agree that the Courts of Singapore shall have exclusive jurisdiction for seeking any equitable or interim relief or provisional remedy, including injunctive relief.

17.11. Provisions Contrary to Law . In performing this Agreement, the Parties shall comply with all Applicable Laws. Nothing in this Agreement shall be construed so as to require the violation of any law, and wherever there is any conflict between any provision of this Agreement and any law the law shall prevail, but in such event the affected provision of this Agreement shall be affected only to the extent necessary to bring it within the Applicable Laws.

17.12. Legal Fees . Except as otherwise provided herein, each Party shall bear its own legal fees incurred in connection with the transactions contemplated hereby or the enforcement hereof.

17.13. Headings . Headings herein are for convenience of reference only and shall in no way affect interpretation of this Agreement.

17.14. Counterparts . This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

17.15. Exhibits . The appended Exhibits and any modifications or amendments thereof form an integral part of this Agreement.

[The remainder of this page left blank intentionally; signature page follows immediately behind.]

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement as of the Effective Date.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT 1

SHAREHOLDER RESERVED MATTERS

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXHIBIT 2

DEED OF ADHERENCE

THIS DEED OF ADHERENCE (this “Deed”) is entered into at [ — ] this [ — ] day of [ — ], 20[ — ]

BY:

[ — ] <To specify the name and address of the new shareholder(s) purchasing shares in the Company>, a company incorporated and existing under the laws of [ — ] and having its registered office at [ — ] (hereinafter referred to as “the New Shareholder”);

IN FAVOUR OF

Pfenex Inc., a Delaware corporation with a principal place of business located at 10790 Roselle Street, San Diego, CA 92121 (hereinafter referred to as “ Pfenex ”);

Agila Biotech Private Limited, an India corporation with a principal place of business located at Strides House, Bilekahalli, Bannerghatta Road, Bangalore 560 076, India (hereinafter referred to as “ Agila ”).

<To specify the name and address of the JVC>

(to include any other Parties to the JV Agreement)

WHEREAS:

A. Pfenex and Agila (collectively, the “ JV Parties ”) entered into a Joint Venture Agreement dated [ — ] (hereinafter referred to as the “ Agreement ”);

B. Pursuant to a [share purchase agreement] dated [ — ] (the “ New Agreement ”), the New Shareholder has acquired [ — ] Shares (the “ Securities ”) of the Company, from [ insert name] (the “ Selling Shareholder ”);

C. As contemplated in the Agreement, the New Shareholder is required to enter into this Deed.

NOW THE DEED WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1.1 Capitalised terms used but not defined in this Deed shall, unless the context otherwise requires, have the respective meaning ascribed thereto in the Agreement.

1.2 The provisions of Section 1.23 of the Agreement shall apply mutatis mutandis to this Deed and shall be deemed to be incorporated herein by reference as if the same were reproduced herein with references therein to this Agreement being references to this Deed.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

2.1 The New Shareholder hereby acknowledges that it has received, read and understood the Agreement and the Articles of Association of the JVC.

2.2 The New Shareholder hereby agrees, undertakes and covenants with the JV Parties that with effect from the date on which the New Shareholder has been registered as a member of the JVC, it shall adhere to, be bound by and act in accordance with the provisions .of the Agreement which were applicable to the Selling Shareholder and are capable of applying to the New Shareholder as if the New Shareholder were a Party to the Agreement in addition to or in place of the Selling Shareholder.

3.1 The New Shareholder hereby represents and warrants to the JV Parties that:

3.1.1 It is duly incorporated and validly existing as a corporation under the laws of its place of incorporation and has full power, capacity and authority to execute, deliver and perform this Deed and has taken all necessary actions (corporate, statutory or otherwise) to execute and authorise the execution, delivery and performance of this Deed; <To be modified appropriately if the New Shareholder is an individual>

3.1.2 This Deed upon execution and delivery by it shall constitute a legal and binding obligation on it enforceable against it in accordance with its terms;

3.1.3 The discharge by it of the obligations and liabilities under the Agreement and the performance by it of the acts and transactions contemplated hereby do not and will not (whether with or without the giving of notice or lapse of time or both), violate, conflict with, require any consent under or result in a breach of or default under:

(a) any law to which it is subject; or

(b) any term, condition, covenant, undertaking, agreement or other instrument to which it is a party or by which it is bound;

3.1.4 To the best of its information and knowledge, there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgments or decrees of any nature made, existing, threatened, anticipated or pending against it which may prejudicially affect its holding of the Securities or the due performance or enforceability of the Agreement or this Deed or any obligation, act, omission or transaction contemplated thereunder or hereunder.

This Deed is supplemental to the Agreement and the provisions of Section 17.9 (Choice of Law) and 17.10 (Dispute Resolution) the Agreement shall apply mutatis mutandis to this Deed and shall be deemed to be incorporated herein by reference as if the same were reproduced herein with references therein to this Agreement being references to this Deed.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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The address of the New Shareholder for the purpose of receiving the notices under the Agreement is as under:

New Shareholder

This Agreement is made for the benefit of the JV Parties. The New Shareholder agrees and acknowledges that either JV Party may enforce the terms of the Agreement against it and seek the remedies contained in the Agreement against it.

IN WITNESS WHEREOF, this Deed has been executed on the day and year first above written.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Exhibit 10.8

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].”

EXECUTION COPY

TECHNOLOGY LICENSING AGREEMENT

This Technology Licensing Agreement (“Agreement”) is effective as of the Effective Date and is by and between Dow Global Technologies Inc. and/or The Dow Chemical Company (hereinafter both are referred to as “Dow”), both Delaware corporations having their principal offices at either 2040 Dow Center, Midland, MI, 48674 USA or 2030 Dow Center, Midland, MI, 48674 USA and Pfenex Inc., a Delaware corporation (hereinafter “Pfenex”) having a principal place of business at 5501 Oberlin Drive, San Diego, CA.

RECITALS

WHEREAS, Dow owns the rights to a certain series of patents related to Pseudomonas fluorescens expression technology and made substantial patented and unpatented improvements to such technology, now generally known as “ Pf enex Expression Technology ^TM ”;

WHEREAS, Dow has certain rights to a certain series of patents related to RNA viruses;

WHEREAS, Dow has certain rights to a certain series of patents related to the use or transgenic plants for oral immunization of animals;

WHEREAS, Dow owns the rights to a certain series of patents related to production techniques for proteins;

WHEREAS, Dow has certain rights to a certain series of patents related to the ARC technology;

WHEREAS, Pfenex desires to take a license to such intellectual property as further defined below.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

CONFIDENTIAL - Do not share without permission

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EXECUTION COPY

1.01 Affiliates : “Affiliates” shall mean any entity that, directly or indirectly through one or more intermediates, controls, is controlled by or is under common control with either Dow or Pfenex, where “controls”, “controlled by”, and “is under common control” means ownership, directly or indirectly, of fifty percent (50%) or more of the voting equity interest in the entity or the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of that entity, whether through ownership or voting securities, by contract or otherwise.

1.02 ARC Products : “ARC Products” shall mean any product or part of a product, the making, using, importing or selling of which, absent the license set forth in Section 2.01, infringes a Valid Claim within the ARC Patents.

1.03 ARC Patents . “ARC Patents” shall mean the Patents owned or Controlled by Dow or its Affiliates as of the Effective Date, or at anytime during the Term, that are necessary or useful for the manufacture, use, or sale of ARC Products, including without limitation, the Gaertner patent as listed in Appendix D.

1.04 Assets: “Assets” shall mean collectively the RNA Virus Patents, the Oral Immunization Patents, the Production Techniques Patents, the ARC Patents and the rights granted to Pfenex under Section 2.01.05.

1.05 Control: “Control” in the context of intellectual property rights, shall mean rights to intellectual property sufficient to grant the applicable license or sublicense under this Agreement without violating the terms of any written agreement with any Third Party in effect as of the Effective Date. “Controlled” and “Controlling” shall have their correlative meanings.

1.06 Effective Date : “Effective Date” shall mean November 30, 2009.

1.07 Field : “Field” shall mean any and all applications for therapeutic purposes in humans for any and all indications, including, for the avoidance of doubt, vaccines. For

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

CONFIDENTIAL - Do not share without permission

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EXECUTION COPY

the purposes of this definition, “therapeutic purposes” shall mean, with respect to a particular indication, human diagnostics, prophylaxis, cure, reduction, mitigation, prevention, slowing or halting the progress of, or otherwise management of such indication.

1.08 Net Sales : “Net Sales” shall mean the sales revenues actually received by Pfenex from sales of the applicable Product (as set forth in Article 3) to Third Party customers, less: (a) Customary trade, quantity or cash discounts, credits and rebates (including, without limitation, credits, rebates and other discounts made or given with respect to Federal, state or foreign governmental programs (including, without limitation, Medicaid and Medicare) public or private hospitals and managed care entities or patient care organizations), and non-affiliated brokers’ or agents’ commissions actually allowed and taken; (b) Amounts repaid or credited by reason of rejection or return, including chargebacks, refunds or rebates (including expenses related to disposal); (c) Fees payable to purchasers, sales agents, distributors, group purchasing organizations or government agencies; (d) costs of insurance, packaging, storage and transportation from the place of manufacture to the customer’s premises; (e) provisions for uncollectible accounts determined in accordance with generally accepted accounting practices, consistently applied to all products of Pfenex; and/or (f) Taxes levied on and/or other governmental charges made as to production, import, export, sale, receipt, value-add, transportation, delivery, custom duties or use and paid by or on behalf of Pfenex for the RNA Virus Products, and less the sum of the following a) sales taxes, tariff duties and/or use taxes; b) direct, external out-of-pocket expenses incurred by Pfenex; and c) amounts rebated, credited or refunded on returns for the Oral Immunization Products.

1.09 Oral Immunization Products : “Oral Immunization Products” shall mean any product or part of a product, the making, using, importing or selling of which, absent the license set forth in Section 2.01, infringes a Valid Claim within the Oral Immunization Patents.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

CONFIDENTIAL - Do not share without permission

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EXECUTION COPY

1.10 Oral Immunization Patents . “Oral Immunization Patents” shall mean the Patents owned or Controlled by Dow or its Affiliates as of the Effective Date, or at anytime during the Term, that are necessary or useful for the manufacture, use, or sale of Oral Immunization Products, including without limitation, the Curtiss & Cardineau patents as listed in Appendix B.

1.11 Parties : “Parties” shall mean collectively Pfenex and Dow.

1.12 Party : “Party” shall mean either Pfenex or Dow as the case may be.

1.13 Patents : “Patents” shall have the meaning set forth in the Technology Assignment Agreement.

1.14 Product(s) : “Product” shall mean individually the RNA Virus Products, the Oral Immunization Products, the Production Techniques Products or the ARC Products, and “Products” shall mean collectively the RNA Virus Products, the Oral Immunization Products, the Production Techniques Products and the ARC Products.

1.15 Production Techniques Products : “Production Techniques Products” shall mean any product or part of a product, the making, using, importing or selling of which, absent the license set forth in Section 2.01, infringes a Valid Claim within the Production Techniques Patents.

1.16 Production Techniques Patents . “Production Techniques Patents” shall mean the Patents owned or Controlled by Dow or its Affiliates as of the Effective Date, or at anytime during the Term, that are necessary or useful for the manufacture, use, or sale of Production Techniques Products, including without limitation, the patents related to production techniques for various proteins as listed in Appendix C.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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1.17 RNA Virus Products : “RNA Virus Products” shall mean any product or part of a product, the making, using, importing or selling of which, absent the license set forth in Section 2.01, infringes a Valid Claim within the RNA Virus Patents.

1.18 RNA Virus Patents . “RNA Virus Patents” shall mean the Patents owned or Controlled by Dow or its Affiliates as of the Effective Date, or at anytime during the Term, that are necessary or useful for the manufacture, use, or sale of RNA Virus Products, including without limitation, the Ahlquist patents as listed in Appendix A.

1.19 Third Party : “Third Party” shall mean any person, organization, firm, corporation, partnership or entity other than Pfenex, Dow and their respective Affiliates.

1.20 Valid Claim : “Valid Claim” shall mean a claim of an issued, unexpired Patent within the RNA Virus Patents, the Oral Immunization Patents, the Production Techniques Patents or the ARC Patents, as the case may be, which: (a) has not been held unpatentable, invalid or unenforceable by a court or other government agency of competent jurisdiction in a decision from which no appeal can or has been taken; and (b) which has not been admitted to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise.

1.21 All capitalized terms used in this Agreement that are not explicitly defined herein shall have the corresponding meanings set forth in the Contribution, Assignment and Assumption Agreement, the Technology Assignment Agreement or the Grant-Back and Technology License Agreement.

2.01 Grant to Pfenex

2.01.01 RNA Virus Patents: Dow hereby grants to Pfenex a worldwide royalty bearing license/sublicense, including the right to grant and authorize sublicenses in accordance with Section 2.02, under the RNA Virus Patents to: (a) make, have made, use, sell, offer for sale and import RNA Virus Products;

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(b) practice any method, process or procedure in connection with its exercise of the activities described in clause (a) above; and (c) otherwise exploit the RNA Virus Patents. The license/sublicense set forth in this Section 2.01.01 shall be exclusive (even as to Dow) in the Field.

2.01.02 Oral Immunization Patents: Dow hereby grants to Pfenex a worldwide royalty bearing license/sublicense, including the right to grant and authorize sublicenses in accordance with Section 2.02, under the Oral Immunization Patents to: (a) make, have made, use, sell, offer for sale and import Oral Immunization Products; (b) practice any method, process or procedure in connection with its exercise of the activities described in clause (a) above; and (c) otherwise exploit the Oral Immunization Patents. The license/sublicense set forth in this Section 2.01.02 shall be exclusive (even as to Dow) in the Field.

2.01.03 Production Techniques Patents: Dow hereby grants to Pfenex a worldwide fully paid up, non-exclusive royalty-free license in the Field, including the right to grant and authorize sublicenses in accordance with Section 2.02, under the Production Techniques Patents to: (a) make, have made, use, sell, offer for sale and import Production Techniques Products; (b) practice any method, process or procedure in connection with its exercise of the activities described in clause (a) above; and (c) otherwise exploit the Production Techniques Patents.

2.01.04 ARC Patents: Dow hereby grants to Pfenex a worldwide fully paid up, royalty-free license, including the right to grant and authorize sublicenses in accordance with Section 2.02, under the ARC Patents to: (a) make, have made, use, sell, offer for sale and import ARC Products; (b) practice any method, process or procedure in connection with its exercise of the activities described in clause (a) above; and (c) otherwise exploit the ARC Patents. The license/sublicense set forth in this Section 2.01.04 shall be exclusive (even as to Dow) in the Field.

2.01.05 To the fullest extent Dow has or may receive rights under Section 4.7 of the License Agreement between DGTI and Diversa Corporation dated December 30, 2003 (“Diversa Agreement”), Dow hereby grants to Pfenex:

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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2.01.05.01 A perpetual, worldwide, royalty-free, non-exclusive license or sublicense in the Field, as applicable, with the right to grant and authorize sublicenses in accordance with Section 2.02, under any DIVERSA patents or patent applications which have a priority date after December 19, 1997, and which are listed in the Diversa Agreement as may be amended, and which contain teachings or claims which both i) are directed to Pseudomonas organisms and ii) include information derived from the use of the TDCC Technology and/or Sequestered Information, in each case to: (a) make, have made, use, sell, offer for sale, import or otherwise exploit any product and (b) practice any method, process or procedure in connection with its exercise of the activities described in clause (a) above. This license shall not include DIVERSA Genes, DIVERSA intellectual property directed to the functional applications of the protein or the use of the Gene with any other organism.

2.01.05.02 A worldwide, royalty-free, immunity in the Field from suit under any DIVERSA patents as set forth in the Diversa Agreement directed to the use of the genus Pseudomonas as an expression system. This immunity from suit does not extend to DIVERSA Genes, DIVERSA intellectual property directed to the functional applications of the proteins or the use of the Gene with any genus other than Pseudomonas .

2.01.05.03 For the purposes of this Section 2.01.05 the terms “DIVERSA,” “TDCC Technology,” “Sequestered Information,” “DIVERSA Genes” and “Gene” shall have the meanings set forth in the Diversa Agreement.

2.01.05.04 Prior to, or shortly after the Closing Date, Dow shall use reasonable efforts to cause Dow AgroScience (“DAS”) to obtain from Diversa (or its successor-in-interest) sufficient rights to effectuate the grant of rights from Dow to Pfenex in Sections 2.01.05.01 and 2.01.05.02, in writing, signed by the authorized representatives of the applicable parties.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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2.02 Sublicensing Rights .

2.02.01 Extension of Licenses to Affiliates . Pfenex may extend the rights under the licenses granted in Section 2.01 to one (1) or more of its Affiliates; provided that Pfenex shall remain responsible for such Affiliate’s compliance with all obligations under this Agreement applicable to such Affiliate.

2.02.02 Sublicenses . Provided Pfenex has the right to grant further sublicenses or extend other rights under any Assets, Pfenex may grant and authorize sublicenses to Third Parties under the rights granted in Section 2.01 above. With respect to each sublicense granted by Pfenex to a Third Party, such sublicense shall include an explicit reference to this Agreement and shall not conflict with, and shall be subordinate to, the terms and conditions of this Agreement.

3.01: RNA Virus Patents: Subject to the terms and conditions of this Agreement, if Pfenex makes commercial sales of a RNA Virus Product, Pfenex shall pay Dow a running royalty of [*] of the Net Sales of such RNA Virus Product, wherein said royalties are due within 150 days of the end of each year in which such sale is made.

3.02 Oral Immunization Patents: If Pfenex makes commercial sales of an Oral Immunization Product, Pfenex shall pay Dow the following to the extent owed pursuant to the license agreement between Washington University and Agrigenetics dated December 30, 1996 (“Washington University ’96 Agreement”):

3.02.01 A minimum payment due December 31 ^st of each year of [*], such payment obligation commencing at the end of the first full year during which Pfenex has made such commercial sales of an Oral Immunization Product. The payments made by Pfenex to Dow under this Section 3.02.01 shall be creditable against the running royalty rate owed by Pfenex to Dow under Section 3.02.02.

3.02.02 A running royalty, which shall equal the lesser of: (A) [*] of the Net Sales of such Oral Immunization Products or (B) the royalty percentage of the Net Sales of such Oral Immunization Products owed by Dow to Washington University pursuant to the Washington University ’96 Agreement; wherein such royalty payments shall be due December 31 ^st of each year in which such sale is made.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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3.02.03 Within thirty (30) days after the end of each Contract Year prior to First Commercial Sale (“Contract Year” and “First Commercial Sale” shall have the meanings ascribed to them in the Washington University ’96 Agreement), an annual maintenance royalty of [*] which will be fully creditable against the royalties owed under Section 3.02.02. The payment obligation set forth in this section 3.02.03 shall commence in January 2010.

3.02.04 Third Party Payments . If Pfenex, its Affiliate or sublicensee pays amounts to a Third Party under any agreement to license or acquire intellectual property reasonably necessary for Pfenex, its Affiliate or sublicensee to develop or commercialize Products, then Pfenex may deduct [*] of such amounts from the amounts payable to Dow with respect to such Product pursuant to this Article 3; provided that, in no event shall the amounts due to Dow be so reduced to less than [*] of the amount that would otherwise be payable to Dow under this Article 3.02.02. For clarity, any amounts not offset in a particular period as a result of the cap in the preceding sentence shall be creditable in future periods. Subject to Section 3.02.02, in no event will the running royalty be less than [*].

3.03 Certain Terms .

3.03.01 Combination Product . In the event that a Product is sold in combination with another product, component or service for which no royalty would be due hereunder if sold separately, Net Sales from such combination product sales for purposes of calculating the amounts payable by Pfenex under this Article 3 shall be calculated by multiplying the Net Sales of the combination product by the fraction A/(A + B), where “A” is the average gross selling price during the previous calendar quarter of such Product sold separately and “B” is the gross selling price during the previous calendar quarter of the other product(s), component(s) or service(s). In the event that a substantial number of such separate sales of such Product or such other product(s),

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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component(s) or services(s) were not made during the previous calendar quarter, then the Net Sales shall be as reasonably allocated by Pfenex between such Product and such other product(s), component(s) or service(s) based upon their relative importance and proprietary protection.

3.03.02 Single Royalty . No more than the one royalty shall be due under this Agreement, as set forth in Section 3.01, with respect to the sale of a particular unit of any Product. No royalty shall be payable under this Article 3 with respect to sales of Products among Pfenex, its Affiliates and its sublicensees for resale, nor shall a royalty be payable under this Article 3 with respect to any Products transferred for use in research or development, in clinical trials, in compassionate use programs, as donations to non-profit institutions or government agencies, or as promotional free samples or the like.

3.03.03 Royalty Term . Pfenex’s obligation to pay royalties under this Article 3 shall continue on a country-by-country and product-by-product basis until the expiration of the last Valid Claim in such country covering the sale of such Product. Thereafter, no further royalties shall be due with respect to such Product in such country.

3.03.05 Royalty Reports and Payments . Commencing with the first commercial sale of a Product by Pfenex hereunder, Pfenex shall provide to Dow a written report for each calendar quarter during the term of this Agreement, showing: (a) the gross sales of all Products sold by Pfenex during such calendar quarter and the calculation of Net Sales of Products from such gross sales; (b) a calculation of total royalties, payable in United States Dollars, which have accrued under this Agreement based upon such Net Sales of the Products; and (c) any reductions to or deductions from payments taken by Pfenex in accordance with this Agreement. If no royalties are due, Pfenex shall so report. Reports to be provided by Pfenex to Dow under this Section 3.03.05 shall be due sixty (60) days following the end of each calendar quarter.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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4.01 In consideration for Dow’s license/sublicense under the Assets and other intellectual property hereunder, Pfenex shall issue to Dow shares of Series A-1 Preferred Stock of Pfenex as set forth in that certain Contribution, Assignment and Assumption Agreement by and between Dow and Pfenex of even date herewith.

5.01 Pfenex is a corporation duly organized and validly existing under the laws of the State of Delaware.

5.02 Pfenex has all the necessary power and authority to execute deliver and perform this Agreement, and no approvals or consents of anyone other than the signatories below are necessary in connection with the execution and delivery of this Agreement.

5.03 This Agreement has been duly executed and delivered by Pfenex and constitutes a legal, valid and binding obligation of Pfenex enforceable in accordance with its terms.

5.04 To the extent required of the licensee under the Washington University ’96 Agreement or under the Agreement between Agrigenetics and University of Wisconsin dated December 23, 1982 (“Wisconsin Agreement”), Pfenex shall provide activity reports to Washington University under the Washington University ’96 Agreement or to University of Wisconsin under the Wisconsin Agreement. Such activity reports shall comply with the format specified under the Washington University ’96 Agreement and shall include details about its activities and progress made, the status of any licensed products under development and/or planned for development, the tasks necessary to develop or complete the development and introduction of products to market, the estimated time schedules for product development, clinical trials, market testing, and regulatory approval, or the Wisconsin Agreement, as applicable. Upon delivery of such activity reports, Pfenex shall provide notice to Dow indicating that Pfenex has delivered the applicable activity report. Pfenex will use diligent efforts to bring a product to market using the RNA Virus Patents and the Oral Immunization Patents. Failure to use diligent efforts may result in a loss of license to the RNA Virus Patents and the Oral Immunization Patents.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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6.01 The Dow Chemical Company and Dow Global Technologies Inc. are corporations duly organized and validly existing under the laws of the State of Delaware.

6.02 The Dow Chemical Company and Dow Global Technologies Inc. have all the necessary power and authority to execute deliver and perform this Agreement, and no approvals or consents of anyone (except certain additional Dow personnel) other than the signatories below are necessary in connection with the execution and delivery of this Agreement.

6.03 To the best of its knowledge as of the Effective Date, Dow has all rights to grant the licenses or sublicenses to the Assets, subject to Permitted Liens (as that term is defined in the Contribution, Assignment and Assumption Agreement and Schedule 1.17 therein) , and other performance promised to Pfenex under this Agreement and has good title to all information and materials which are included in the rights and intellectual property transferred to Pfenex pursuant to this Agreement, free and clear of any liens, judgments, encumbrances or adverse claims. For clarity, Dow will not, during the term of this Agreement, grant any rights to any Third Party that are inconsistent with the rights granted to Pfenex under this Agreement.

6.04 To the best of its knowledge as of the Effective Date, Dow is not aware of any claims, demands or actions alleging that any of the Assets licensed or sublicensed in this document are invalid or unenforceable. This provision does not include a representation or warrantee by Dow that any or all of the patent rights will grant or issue as valid patents.

6.05 To the best of its knowledge as of the Effective Date, Dow has not received any notice claiming that the Assets violate or infringe any intellectual property rights of any Third Party.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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6.06 With regards to Third Party Agreements:

6.06.01 As of the Effective Date, Exhibit 6.06.01 of this Agreement lists all the agreements between Dow and Third Parties pursuant to which Dow has in licensed, has gained Control of or acquired any Patents within the Assets (each, a “Third Party Agreement”);

6.06.02(i) Dow has previously provided to Pfenex a redacted (all material terms for the purposes of this Agreement have not been deleted) copy of each Third Party Agreement as the same is in effect as of the Effective Date, (ii) each Third Party Agreement is in full force and effect as of the Effective Date and Dow shall maintain each Third Party Agreement in full force and effect and enforce each Third Party Agreement to its fullest extent, in each case in accordance with its terms and conditions during the term of the Agreement subject to Section 5.04, (iii) as of the Effective Date, no notice of default or termination has been received or given by Dow under any Third Party Agreement, and (iv) during the term of this Agreement, Dow shall not amend or otherwise modify any Third Party Agreement to license out such technology in the Field, or allow any Third Party Agreement to be terminated, unless Pfenex fails to comply with the terms of such Third Party Agreement, without the prior consent of Pfenex; and

6.06.03 In the event of any notice of breach by Dow or its Affiliates, as applicable, of any Third Party Agreement the termination of which will or is likely to adversely affect Pfenex’s rights or obligations under this Agreement, Dow shall as promptly as reasonably practicable notify Pfenex in writing and Pfenex shall have the right, but not the obligation, to cure such breach on behalf of Dow or its Affiliates, as applicable. In the event of any notice of breach by the counterparty of any Third Party Agreement in a manner that will or is likely to adversely affect Pfenex’s rights or obligations under this Agreement, Dow shall immediately notify Pfenex.

6.07 Except for the express warranties in this article, Dow makes no representations or warranties, express or implied, either in fact or by operation of law, regarding without limitation, the validity or scope of any patent rights conveyed or including, without limitation, performance, merchantability, fitness for a particular purpose, or the non-infringement of third party intellectual property rights.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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7.01 Patent Prosecution and Maintenance .

7.01.01 Control of Prosecution . As between the Parties, Dow shall control the Prosecution and Maintenance of all Assets. Notwithstanding the foregoing, Dow agrees to: (i) provide Pfenex with copies of all patent applications, continuations, divisionals, re-examinations, reissues, any and all office actions and requests for patent term extensions and the like including foreign counterparts thereof in existence as of the Effective Date within the Production Techniques Patents at least fifteen (15) business days before the due date for comment or with respect to foreign applications and office actions, as soon as reasonably practicable before the due date for comment; and (ii) consult in good faith with Pfenex regarding such matters with respect to the Field. Such copies may be provided electronically. For the purposes of this Section 7.01, “Prosecution and Maintenance” (including variations such as “Prosecute and Maintain”) shall mean, with respect to a Patent, the preparing, filing, prosecuting and maintenance of such Patent, as well as continuations, divisionals, re-examinations, reissues and requests for patent term extensions and the like with respect to such Patent, together with the conduct of interferences, oppositions and other similar proceedings with respect to a Patent.

7.01.02 In the event Dow decides to abandon an application or patent within the Production Techniques Patents that relates to the Field, Dow shall provide Pfenex fifteen (15) business days notice in which Pfenex will have the right to Prosecute and Maintain any such application or patent at its own cost. For the purposes of 7.01.02, “abandon” will include abandoning the Prosecution and Maintenance of a particular Patent without filing a divisional, continuation, continuation-in-part or foreign counterpart for such abandoned Patent.

7.01.03 Cooperation . Both Parties shall cooperate with each other in connection with all activities relating to the Prosecution and Maintenance of the Production Techniques Patents.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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7.02 Enforcement .

7.02.01 Notice . In the event that either Party reasonably believes that any Oral Immunization Patents, Production Techniques Patents, or ARC Patents are being infringed by a Third Party, or is subject to a declaratory judgment action arising from such infringement, in each case with respect to the manufacture, sale or use of a product for use within or outside the Field (an “Infringing Product”), such Party shall promptly notify the other Party.

7.02.02 Initiating Enforcement Actions . Pfenex and/or its Affiliates shall have the right (but not the obligation), at its own expense, to enforce the Oral Immunization Patents, Production Techniques Patents, or ARC Patents, or to defend any declaratory judgment action with respect to the Oral Immunization Patents, Production Techniques Patents, or ARC Patents (each, an “Enforcement Action”) in cases where the Infringing Product is marketed and sold for use within the Field. Pfenex shall provide notice to Dow in writing after taking any action to enforce, or threat to enforce, or defend any Enforcement Action and agrees to: (i) provide Dow with copies of and an opportunity to review and comment on all material communications, motions, filings, briefs, submissions and the like regarding the validity, enforcement (including ownership) and scope (including claim construction) of any of the Oral Immunization Patents, Production Techniques Patents, or ARC Patents, at Dow’s expense, at least fifteen (15) business days before the due date for filing or comment; and (ii) consider in good faith any comments provided by Dow regarding such matters. If Pfenex elects not to enforce or defend an Enforcement Action in a case where the Infringing Product is marketed and sold solely for use in, and is used solely in, the Field, within ninety (90) days after its receipt of a request from Dow to do so, Dow shall thereafter have the right, at its own expense, to either initiate and prosecute such action or to control the defense of such declaratory judgment action in its own name. Additionally, Dow shall have the right (but not the obligation), at its own expense, to enforce the Production Techniques Patents, or to defend any declaratory judgment action with respect thereto, in all other cases, including in cases where the Infringing Product is marketed and sold solely for use outside, and is used solely outside, the Field.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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7.02.03 Cooperation . Without limiting any rights of comment and review in Section 7.02.02, the Party initiating or defending any Enforcement Action pursuant to this Section 7.02 shall keep the other Party reasonably informed of the progress of any such Enforcement Action, and such other Party shall have the right to participate with counsel of its own choice and at its own expense. Notwithstanding the foregoing right to participate in any Enforcement Action, the Parties shall assist one another and cooperate in any such Enforcement Action, as reasonably requested by the Party initiating such Enforcement Action, at such Party’s expense.

8.01 Any notice or other communication required or permitted to be given by either party under this Agreement shall be given in writing and shall be effective when delivered, if delivered by hand, reputable courier service, facsimile with confirmation of transmission, email with confirmation of receipt or five days after mailing if mailed by registered or certified mail, postage prepaid and return receipt requested, addressed to each party at the following addresses or such other address as may be designated by written notice by either Party:

If to Pfenex:

Chief Executive Officer

5501 Oberlin Drive

San Diego, CA 92121

Fax: 858-352-4602

Email: [To be designated by written notice to Dow]

If to Dow:

The Dow Chemical Company

9330 Zionsville Road

Indianapolis, IN 46268

Attention: General Patent Counsel

Fax: 317-337-4847

Email: jkabramson@dow.com and mdlyons@dow.com

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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9.01 Term. This Agreement shall commence on the Effective Date and, unless terminated earlier as provided in this Article 9, shall continue in full force and effect until the last to expire of the Patents within the Assets. Upon the expiration (but not the earlier termination) of this Agreement in a given country in accordance with this Article 9, the licenses and rights granted by Dow to Pfenex under this Agreement will continue on a fully paid-up, royalty-free and irrevocable basis in such country.

9.02 Termination By Pfenex . Pfenex shall have the right to terminate this Agreement, in its entirety or on a Patent-by-Patent or a Product-by-Product basis, in its sole discretion, upon thirty (30) days prior written notice to Dow. From and after the effective date of such termination under this Section 9.02 with respect to a particular patent or product, such patent or product shall cease to be within the definition of the Patents within the Assets or Products, as applicable, for all purposes of this Agreement, and the rights and licenses granted by Dow to Pfenex under Article 2 shall terminate and all rights in the Assets shall revert to Dow with respect to such patent or product. Upon termination of this Agreement in its entirety under this Section 9.02, all rights and obligations of the Parties shall terminate, except as provided in Section 9.03 below. Notwithstanding the foregoing, Pfenex shall not terminate for a period of three (3) years following the Effective Date those licenses granted to Pfenex under this Agreement that are non-royalty bearing licenses. For clarity, Pfenex shall have the right to terminate such non-royalty bearing licenses at any time after such three (3) year period as set forth in this Article 9 and shall at any time be permitted to terminate any royalty-bearing license granted hereunder.

9.03 Effect of Expiration or Termination . Upon termination of this Agreement by Pfenex pursuant to Section 9.02, in its entirety or on a Patent-by-Patent or a Product-by-Product basis, the applicable rights and licenses granted by Dow to Pfenex under Article 2 shall terminate and the applicable rights in the Assets shall revert to Dow, provided, however, that:

9.03.01 Stock on Hand . Pfenex shall have the right to sell or otherwise dispose of all applicable Products in the process of manufacture, testing, in use or in stock; subject to the obligation of Pfenex to pay royalties to Dow for such Products in accordance with Article 3.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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9.03.02 Sublicenses . Any applicable sublicense granted by Pfenex under Section 2.02 prior to its receipt of the corresponding notice of such termination shall survive if the relevant sublicensee agrees in writing to be bound by the terms of this Agreement as such terms apply to such sublicensee (in which event, such sublicensee will be deemed a direct licensee of Dow); provided that, any such sublicensee shall only be responsible for any payments that become due as a result solely of such sublicensee’s activities after the effective date of any such termination and such sublicensee will be credited for any payments already paid by Pfenex prior to the effective date of any such termination as if such payment had been made by such sublicensee.

9.03.03 Survival of Certain Obligations . Subject to Section 9.03, expiration or termination of this Agreement for any reason shall not relieve either Party of any obligation accruing on or prior to such expiration or termination, or which is attributable to a period prior to such expiration or termination, nor preclude either Party from pursuing any rights and remedies it may have under this Agreement, or at law or in equity, which accrued or are based upon any event occurring prior to such expiration or termination. The provisions of Articles 1-3, 5-7, 9 and 10 (in each case as may be applicable in the event of termination on a Patent-by-Patent or a Product-by-Product basis) shall survive the expiration or termination of this Agreement for any reason.

10.01 Assignment: This Agreement and all rights herein may not be assigned by Pfenex without the prior written consent of Dow; provided that Pfenex may assign, without the prior written consent of Dow, all or part of this Agreement to an Affiliate or to an entity acquiring all or substantially all of the assets and business of a Pfenex to which this Agreement relates by merger, consolidation, public offering, or change of control, and such entity undertakes in writing all of the obligations and responsibilities of Pfenex under this Agreement. Dow may assign this Agreement, in whole or in part, without the written consent of Pfenex; provided that, prior to such assignment, the assignee agrees in writing to be bound by the terms and conditions of this Agreement. The terms and

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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conditions of this Agreement shall be binding on and inure to the benefit of the permitted successors and assigns of the Parties. Except for assignments expressly permitted under this Section 10.01, any attempted assignment or transfer of this Agreement shall be null and void.

10.02 Severability : If any clause, provision, or section of this Agreement, shall, for any reason, be held illegal, invalid or unenforceable, the Parties shall negotiate in good faith and in accordance with reasonable standards of fair dealing, a valid, legal, and enforceable substitute provision or provisions that most nearly reflect the original intent of the Parties under this Agreement in a manner that is commensurate in magnitude and degree with the changes arising as a result of any such substitute provision or provisions. All other provisions in this Agreement shall remain in full force and effect and shall be construed in order to carry out the original intent of the Parties as nearly as possible (consistent with the necessary reallocation of benefits) and as if such invalid, illegal, or unenforceable provision had never been contained herein.

10.03 Merger of Understanding/Modification : This Agreement, the Transaction Agreements and all Schedules and Exhibits attached thereto constitute the entire Agreement between the Parties regarding the subject matter hereof and all prior negotiations and understandings between the Parties are deemed to be merged into this Agreement. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by the respective authorized officers of each of the Parties.

10.04 Force Majeure : Neither of the Parties shall be liable for any default or delay in performance of any obligation under this Agreement caused by any of the following: Act of God, war, terrorism, riot, fire, explosion, accident, flood, sabotage, compliance with governmental requests, laws, regulations, orders or actions, national defense requirements or any other event beyond the reasonable control of such Party; or labor trouble, strike, lockout or injunction (provided that neither of the Parties shall be required to settle a labor dispute against its own best judgment). The party invoking the provisions of this

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Section shall give the other Party written notice and full particulars of such force majeure event. Both Pfenex and Dow shall use reasonable business efforts to mitigate the effects of any force majeure on their respective part.

10.05 Relationship of the Parties : This Agreement does not create a joint venture, partnership, or the like, between the Parties. The Parties shall always remain independent contractors in its performance of this Agreement. No Party to this Agreement shall have any authority to employ any person as an employee or agent for or on behalf of the other party to this Agreement for any purpose, and no Party to this Agreement, nor any person performing any duties or engaging in any work at the request of such Party, shall be deemed to be an employee or agent of the other Party to this Agreement.

10.06 Choice of Law; Submission to Jurisdiction : All questions with respect to the construction of this Agreement and the rights and liabilities of the Parties hereto shall be determined in accordance with the laws of the State of New York applicable to business arrangements entered into and performed entirely within the State of New York. The Parties hereto irrevocably (a) submit to the exclusive personal jurisdiction of any state court or federal court in the State of New York in any suit, action or other legal proceeding relating to this Agreement; (b) agree that all claims in respect of any such suit, action or other legal proceeding may be heard and determined in, and enforced in and by, any such court; and (c) waive any objection that they may now or hereafter have to venue in any such court or that such court is an inconvenient forum.

10.07 Provisions Contrary to Law : In performing this Agreement, the Parties shall comply with all applicable laws and regulations. Nothing in this Agreement shall be construed so as to require the violation of any law, and wherever there is any conflict between any provision of this Agreement and any law the law shall prevail, but in such event the affected provision of this Agreement shall be affected only to the extent necessary to bring it within the applicable law.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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10.08 Remedies : Except as otherwise expressly stated in this Agreement, the rights and remedies of a party set forth herein with respect to failure of the other to comply with the terms of this Agreement (including, without limitation, rights of full termination of this Agreement) are not exclusive, the exercise thereof shall not constitute an election of remedies and the aggrieved party shall in all events be entitled to seek whatever additional remedies may be available in law or in equity.

10.09 Fees : Except as otherwise provided herein, each Party shall bear its own legal fees incurred in connection with the transactions contemplated hereby, provided, however, that if any Party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings or otherwise, the non-prevailing Party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees.

10.10 Headings : Headings herein are for convenience of reference only and shall in no way affect interpretation of this Agreement.

10.11 Counterparts : This Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

10.12 Appendices : The appended Appendices and Exhibits and any modifications or amendments thereof form an integral part of this Agreement.

10.13 Waiver : Neither Party may waive or release any of its rights or interests in this Agreement except in writing. The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition. No waiver by either Party of any condition or term in any one or more instances shall be construed as a continuing waiver of such condition or term or of another condition or term.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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EXECUTION COPY

10.14 Confidentiality of the Agreement . Except as expressly permitted herein, this Agreement, including the terms set forth herein, shall be maintained in confidence by the Parties and shall not be provided or disclosed to Third Parties. Notwithstanding the foregoing, each Party shall have the right to disclose this Agreement, including the terms set forth herein, to its (i) tax advisors, accountants, legal counsel, investors, banks and financial sources and its advisors, or potential business partners or other Third Parties who are under an obligation of confidentiality, and (ii) in confidence, in connection with the sale of substantially all the business assets to which this Agreement relates, so long as, in the case of a disclosure under (i) or (ii) hereof, the person or entity to which disclosure is made is bound under confidentiality provisions that are reasonable and customary under the applicable circumstances. In addition, and notwithstanding anything to the contrary herein, Dow and Pfenex may disclose this Agreement, including the terms set forth herein, as required to comply with applicable law, regulations, court orders, or tax or securities filings (including any of the rules and regulations of a relevant stock exchange or other governing body, specifically including the Securities & Exchange Commission (SEC)).

10.15 Provisional Remedies : Nothing in this Agreement shall limit the right of either Party to seek to obtain in any court of competent jurisdiction any equitable or interim relief or provisional remedy, including injunctive relief, that may be necessary to protect the rights or property of that Party. Specifically, the Parties acknowledge a breach of this Agreement may result in irreparable harm to either Party, and either Party will be entitled to seek injunctive and other equitable relief to prevent any breach or the threat of any breach of this Agreement by the other Party without showing or proving actual damages. Notwithstanding, seeking or obtaining such equitable or interim relief or provisional remedy in a court shall not be deemed a waiver of the agreement to arbitrate. For clarity, any such equitable remedies shall be cumulative and not exclusive and are in addition to any other remedies that either Party may have under this Agreement or applicable law.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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10.16 Dispute Resolution : In the event any Dispute (as that term is defined in the Grant-Back and Technology License Agreement) arises between the Parties, the Parties shall resolve such Dispute utilizing the dispute resolution procedures set forth in Section 10.13 of the Grant-Back and Technology License Agreement; provided that, each reference to the term “Agreement” in such Section 10.13 of the Grant-Back and Technology License Agreement shall be deemed to be references to this Agreement; provided further that, the reference to “Section 10.14” shall be replaced with “Section 10.15” of this Agreement, and the reference to “Section 10.13” shall be replaced with “Section 10.16” of this Agreement.

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[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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IN WITNESS WHEREOF, the Parties hereto have understood, agreed to and caused this Agreement to be executed in duplicate originals by their duly authorized representatives as of the Effective Date.

[Signature Page to Technology License Agreement]

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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and any foreign counterpart thereof.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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and any foreign counterpart thereof.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Appendix D

ARC Patent

US Patent No: 7,338,794 entitled “Amended recombinant cells for the production and delivery of gamma interferon as an antiviral agent, adjuvant and vaccine accelerant” and any foreign counterpart thereof.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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EXECUTION COPY

Exhibit 6.06.01

Third Party Agreements

1. License Agreement between Mycogen Corporation and The Dow Chemical Company dated January 1, 2001.

2. Agreement between Agrigenetics and University of Wisconsin dated December 23, 1982.

3. License Agreement between Washington University and Agrigenetics dated December 30, 1996.

4. ARC Technology License Agreement between Dow Global Technologies Incorporated and Dow AgroSciences LLC dated November 30, 2009.

5. Agreement between DAS and Dow granting rights under Section 4.7 of the Diversa Agreement.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Exhibit 10.12

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].”

INTRODUCTION

This Subcontract Agreement, effective September 11, 2009 is made between SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (hereinafter known as “Buyer”), a Delaware corporation with principal offices in San Diego, California, and The Dow Chemical Company (hereinafter known as “Seller”), a Delaware corporation with principal offices in Midland, MI. The effort to be performed by Seller under this Subcontract will be part of Buyer’s Prime Contract # N01-AI-05421 which has been issued by National Institutes of Allergy and Infectious Diseases (NIAID). The work, defined in Attachment I (Statement of Work and Schedule) will be performed on a Firm Fixed-Price basis, in accordance with Schedule A (Specific Terms and Conditions), and any referenced documents listed in 17.0 Order of Precedence section of this agreement,

SCHEDULE A

SPECIFIC TERMS AND CONDITIONS

The total firm fixed price for the work to be performed under this Subcontract is $336,800. This Subcontract is fully funded in the amount of $336,800 including profit.

The goods and services required by this subcontract shall be delivered in accordance with the delivery schedule contained in this agreement. The time of delivery stated is of the essence of this Subcontract. The date specified for delivery is the required delivery date at Buyer’s plant, unless otherwise specifically noted herein. All items furnished under this subcontract shall be delivered FOB Destination, unless specified otherwise in writing by the Buyer’s contractual representative. Delivery shall not be deemed complete until the goods have been actually received and accepted by Buyer, notwithstanding delivery to any carrier, or until orders for services have been performed, received, and accepted by Buyer.

All goods supplied and services performed pursuant hereto shall be subject to inspection and test by buyer and its agents and by its customers at all times and places, whether during or after manufacture as to goods, or performance as to services, and notwithstanding the terms of delivery or payment or, as to goods, that title has not yet passed to Buyer or to its customers. In the event that goods supplied are not performed in accordance with the specifications and instructions of Buyer, Buyer may require prompt correction thereof, or as to services, require that the services be rendered again at Seller’s expense. Buyer may terminate the subcontract for default if such defects exist and if Seller is unable or refuses to replace the goods or render the services again promptly.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Invoices shall be prepared in duplicate and contain the following information; subcontract number, subproject number, Stage #. Invoices will be mailed to:

Science Applications International Corporation

Attention: Gina B. McGeehan

5202 Presidents Court, Suite 110

Frederick, Maryland 21703

Invoices shall clearly reference a unique invoice number on each invoice, and the date of the invoice. Invoices shall include the “Amount Previously Billed,” the “Amount of this Invoice,” and the “Total Amount Billed to Date.”

For each Stage of work there will be two invoices each totaling 50 % of the price for each Stage of Work, an initial invoice upon commencement of the Stage and a final invoice upon acceptance of the final report for each Stage. Payment terms will be Net 45 days from date of invoice. Upon receipt of invoice Buyer shall within five (5) business days review the invoice and determine if the invoice is acceptable. If Buyer reasonable deems the invoice unacceptable Buyer shall contact Seller and Seller shall reissue a conforming invoice with a new date of invoice. If (1) Buyer does not pay on time or (2) Buyer’s financial responsibility becomes unsatisfactory (S&P rating below BBB- or Moody’s rating below Baa3) to Seller and Seller deems itself insecure , Seller may accelerate the due date and demand immediate payment on any outstanding invoice for Product, or may require cash payments or satisfactory security for future deliveries and for payment of all sums owed under this Agreement. Buyer agrees to pay all costs and expenses, including reasonable attorney’s fees, incurred by Seller in the collection of any sum payable by Buyer to Seller, or in the exercise of any remedy. Dow may charge Prime +2% on all overdue amounts.

Contacts with Buyer that affect the subcontract prices, schedule, statement of work, and subcontract terms and conditions shall be made with the authorized contractual representative. No changes to this Subcontract shall be binding upon Buyer unless incorporated in a written modification to the Subcontract and signed by Buyer’s contractual representative.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Buyer may, by reasonable written notice to Seller make changes within the general scope of this Order in any one or more of the following (a) drawings, designs or specifications; (b) quantity; (c) time or place of delivery; (d) method of shipment or packing; and (e) the quantity of Buyer furnished property. Upon Buyer’s written notice, Buyer may, for any reason, direct Seller to suspend, in whole or in part, delivery of goods or performance of services hereunder for such period of time as may be determined by Buyer in its sole discretion. If any such change or suspension causes a material increase or decrease in the cost of, or the lime required for the performance of any part of the Service under this Order, the parties will jointly determine an equitable adjustment in the Order price or delivery schedule, or both No such adjustment or any other modification of the terms of this Order will be allowed unless authorized by both parties by means of a written modification to the Order. Failure to agree to any adjustment shall be a dispute under the Disputes clause of this subcontract. However, Seller shall proceed with the work as changed without interruption and without awaiting settlement of any such claim.

Seller shall not disclose information concerning work under this Subcontract to any third party, unless such disclosure is necessary for the performance of the subcontract effort. No news releases, public announcement, denial or confirmation of any part of the subject matter of this Subcontract or any phase of any program hereunder shall be made without prior written consent of Buyer. The restrictions of this paragraph shall continue in effect upon completion or termination of this Subcontract for such period of time as may be mutually agreed upon in writing by the parties. In the absence of a written established period, no disclosure is authorized. Failure to comply with the provisions of this Clause may be cause for termination of this subcontract

With a proper 30-day advance notification to Buyer, Dow shall have the right to assign this Agreement in connection with the reorganization, consolidation, spin-off, sale or transfer of assets related to that portion of its business pertaining to the subject matter of this Agreement, either alone or in conjunction with other Dow businesses. In addition, Dow shall have the right to assign its respective rights or obligations and delegate its performance hereunder, in whole or in part, to any of its Affiliates with the prior written consent of Buyer which will not be unduly withheld. Further, Seller agrees to obtain Buyer’s approval before subcontracting this Order or any substantial portion thereof; provided, however, that this limitation shall not apply to the purchase of standard commercial supplies or raw materials.

Without prejudice to Seller’s liability to indemnify Buyer as stated in any Indemnification provision contained in this Agreement, Seller shall procure at its expense and maintain for the duration of this Agreement the insurance policies required below with financially responsible insurance companies, and with policy limits not less than those indicated below.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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The required insurance coverages above shall be primary and non-contributing with respect to any other insurance that may be maintained by Buyer and notwithstanding any provision contained herein, the Seller, and its employees, agents, representatives, consultants, subcontractors and suppliers, are not insured by Buyer, and are not covered under any policy of insurance that Buyer has obtained or has in place.

Any self-insured retentions, deductibles and exclusions in coverage in the policies required under this Article shall be assumed by, for the account of, and at the sole risk of Seller or the subcontractor which provides the insurance and to the extent applicable shall be paid by Seller or such subcontractor. In no event shall the liability of Seller or any subcontractor be limited to the extent of any of insurance or the minimum limits required herein.

Prior to commencement of any work, and within 15 days of any policy renewal that occurs while any work is on-going under this Agreement, Seller shall provide Buyer certificates of insurance evidencing the insurance policies above, including evidence of additional insured status and waivers of subrogation where required. Buyer reserves the right to refuse to accept policies from companies with an A.M. Best Rating of less than A- VII. Seller, or its insurers, shall provide 30 days advance written notice to Buyer in the event of cancellation or material modification of any policy. Failure of Buyer to demand such certificates or to identify any deficiency in the insurance provided shall not be construed as or deemed to be a waiver of Seller’s, or its subcontractors’, obligations to maintain the above insurance coverages.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Both parties agree to maintain the other’s Confidential Information in confidence with the same degree of care each holds its own confidential information. Neither party will use the Confidential Information of the other party except for the performance of the Service described in the Purchase Order. Both parties will disclose the Confidential Information only to its officers, consultants and employees directly concerned with the Service, but will neither disclose the Confidential Information to any third party nor use the Confidential Information for any other purpose. Upon completion of this Order, and at the disclosing parties request, the other party will return all Confidential Information, except that each party may retain one copy of such papers, records or other documents for the sole purpose of determining its continuing obligations under this Order. The parties’ obligation of nondisclosure and the limitations upon the right to use the other party’s Confidential Information, samples and test results shall not apply to the extent that either can demonstrate that the Confidential Information: (a) was in its possession prior to the time of disclosure; or (b) is or becomes public knowledge through no fault or omission of the recipient of the Confidential Information; or (c) is obtained by the recipient from a third party under no obligation of confidentiality to the disclosing party; or (d) if such party is required to disclose the Confidential Information in connection with a legal or administrative proceeding, such party will give the other party prompt notice of such request The disclosing party may seek an appropriate protective order or other remedy or waive compliance or both with the provisions of this Order. If such party seeks a protective order or other remedy, the other party will cooperate. If such party fails to obtain a protective order or waive compliance with the relevant provisions of this Order, the other party will disclose only that portion of the Confidential Information which its legal counsel determines it is required to disclose, after consultation with the other party’s attorneys.

Seller agrees that it will keep confidential and not disclose, disseminate or publish the features of any equipment, tools, gauges, patterns, designs, drawings, engineering data, computer programs and software or other technical or proprietary information furnished, loaned or bailed by Buyer hereunder (hereinafter collectively referred to as “Items/Information”, and use such Items/Information only in the performance of this Subcontract or, if authorized, other orders from Buyer and not otherwise, without Buyer’s prior written consent. Notwithstanding any other provision herein, Buyer and Seller shall each retain ownership of, and all right, title and interest in and to, their respective pre-existing Intellectual Property.

Both Parties agree that the Expression Strains and Production Strain(s) represent Confidential Information from both Parties. Neither Party shall have the right to utilize, license or commercialize the Expression Strains and/or the Production Strain(s) beyond the scope of activities in this agreement without the consent of the other Party.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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All such items furnished, loaned or bailed by Buyer hereunder, or fabricated, manufactured, purchased, or otherwise acquired by Seller for the performance of this Subcontract and specifically charged to Buyer, are the property of Buyer.

Upon completion, expiration or termination of this Subcontract, Seller shall return all such Items in good condition, reasonable wear only excepted, together with all spoiled and surplus Items to Buyer, or make such other disposition thereof as may be directed or approved by Buyer. Seller agrees to replace, at its expense, all such Items not so returned. Seller shall make no charge for any storage, maintenance or retention of such Items. Seller shall bear all risk of loss for all such Items in Seller’s possession.

Seller also agrees to use any designs or data contained or embodied in such Items in accordance with any restrictive legends placed on such Items by the Buyer or any third party. If Buyer furnishes any material for fabrication hereunder, Seller agrees: (i) not to substitute any other material for such fabrication without Buyer’s prior written consent, and (ii) that title to such material shall not be affected by incorporation in or attachment to any other property.

Materials (“Materials” shall mean cell lysates provided by Seller to Buyer under this Order and any constituents, and any tangible materials that incorporate the foregoing) sent to Buyer under this Order (hereinafter defined as Buyer Materials) shall not be used in human clinical studies. Samples of Materials sent to Seller by Buyer under this Order (hereinafter defined as Seller Materials) shall be used by Seller solely for the purpose of providing the Services for Buyer as set forth herein, and for no other purpose, and shall not be transferred to any other person by Seller.

Any dispute not disposed of in accordance with the “Disputes Clause” of Schedule B, if any, shall be determined in the following manner.

Pending any decision, appeal or judgment referred to in this provision or the settlement of any dispute arising under this Subcontract, Seller shall proceed diligently with the performance of this Subcontract.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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The Subcontractor is not an employee of SAIC for any purpose whatsoever. Seller agrees that in all matters relating to this Subcontract it shall be acting as an independent contractor and shall assume and pay all liabilities and perform all obligations imposed with respect to the performance of this Subcontract. Seller shall have no right, power or authority to create any obligation, expressed or implied, on behalf of Buyer and/or the Government and shall have no authority to represent Buyer as an agent.

The failure of Buyer to insist upon strict performance of any of the terms and conditions in the Subcontract, or to exercise any rights or remedies, shall not be construed as a waiver of its rights to assert any of the same or to rely on any such terms or conditions at any time thereafter. The invalidity in whole or in part of any term or condition of this subcontract shall not affect the validity of other parts hereof.

This Subcontract shall be governed by and construed in accordance with the laws of the State of Delaware. Seller agrees to comply with the applicable provisions of any federal, state or local law or ordinance and all orders, rules and regulations issued there under.

The subject technology of this Subcontract (together including data, services, and hardware provided hereunder) may be controlled for export purposes under the International Traffic in Arms Regulations (ITAR) controlled by the U.S. Department of State or the Export Administration Regulations (“EAR”) controlled by the U.S. Department of Commerce. ITAR controlled technology may not be exported without prior written authorization and certain EAR technology requires a prior license depending upon its categorization, destination, end-user and end-use. Exports or re-exports of any U.S. technology to [any destination under U.S. sanction or embargo are forbidden.

Access to certain technology (“Controlled Technology”) by Foreign Persons (working legally in the U.S.), as defined below, may require an export license if the Controlled Technology would require a license prior to delivery to the Foreign Person’s country of origin. SELLER is bound by U.S. export statutes and regulations and shall comply with all U.S. export laws. SELLER shall have full responsibility for obtaining any export licenses or authorization required to fulfill its obligations under this Subcontract.

SELLER hereby certifies that all SELLER employees who have access to the Controlled Technology are U.S. citizens, have permanent U.S. residency or have been granted political asylum or refugee status in accordance with 8 U.S.C. 1324b(a)(3). Any non-citizens who do not meet one of these criteria are “Foreign Persons” within the meaning of this clause, but have been authorized under export licenses to perform their work hereunder.

SAIC believes in fair and open competition and is committed to conducting its business fairly, impartially and in an ethical and proper manner. SAIC is owned and controlled by its employee owners. These characteristics make it imperative that SAIC employees adhere to a particularly high ethical standard. Employee ownership both demands and fosters highly ethical conduct because SAIC can be successful only when employees look after long-term interests of the company and resist pressures to compromise SAIC standards. Buyer’s expectation is that Seller also will conduct its business fairly, impartially and in an ethical and proper manner. If Seller has cause to believe that Buyer or any employee or agent of Buyer has acted improperly or unethically under this agreement/order, Seller shall report such behavior to the SAIC Ethics Hotline (800) 435-4234. Copies of The Science Applications International Corporation (SAIC) code of Ethics and contacts for such reports are available on www.saic.com under Corporate Governance.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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The documents listed below are hereby incorporated by reference. In the event of an inconsistency or conflict between or among the provisions of this Subcontract, the inconsistency shall be resolved by giving precedence in the following order:

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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The parties hereby agree that this Subcontract, including all documents incorporated herein by reference, shall constitute the entire agreement and understanding between the parties hereto and shall supersede and replace any and all prior or contemporaneous representations, agreements or understandings of any kind, whether written or oral, relating to the subject matter hereof.

In witness whereof, the duly authorized representatives of Buyer and the Seller have executed this Subcontract on the Dates shown.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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STATEMENT OF WORK

Evaluation of Malaria CSP Expression in Pfenex Expression Technology™

And Process Manufacturing

Malaria Vaccine Production and Support Services

July 2009

Science Applications International Corporation (SAIC) serves as the prime contractor for the Malaria Vaccine Production and Support Services (MVPSS) contract awarded by the Division of Microbiology and Infectious Diseases (DMID), National Institute of Allergy and Infectious Diseases (NIAID). SAIC develops and supports malaria vaccine candidate manufacturing for clinical use as part of DMID’s malaria program.

Currently, the most advanced and efficacious malaria vaccine employed thus far is the RTS,S/AS02 vaccine developed by GlaxoSmithKline, which contains a consensus amino acid sequence for the C-terminal half of the malaria parasite P. falciparum (Pf) circumsporozoite protein (CS) molecule. Administered alone, this vaccine has shown ^-~ 50% efficacy in infants in Phase II trials in Africa. Further, primate study data indicated that heterologous prime boosting with an adenovirus-based CS vaccine candidate may increase the antigen’s efficacy by enhancing and maintaining the T-cell response (CD8+ and CD4+). Additionally, other studies have been performed which indicate the N-terminal portion of CS may further improve a CS-based vaccine.

The manufacture of a full length CS has been refractory to recombinant expression efforts thus far. This is in large part due to the malaria parasite’s extremely A/T-rich genome with many lysine and arginine repeats, and frequent disulfide bonds. Further, these parasites lack the N-linked glycosylation machinery. Consequently, the expression, purification, and scale-up of many potential recombinant subunit vaccine candidates have beenunsuccessful.Attention must be paid to potential aberrant post-translational modifications and correct folding when expressing and purifying these as recombinant proteins. Thus, SAIC seeks to overcome these manufacturing hurdles of full length CS through the Malaria Vaccine Production and Support Services contract to explore an alternative expression platform and screening services.

Independently and not as an agent of SAIC, Dow shall furnish all of the necessary services, qualified personnel, materials, equipment, facilities, and travel not otherwise provided under the terms of this agreement as needed for the proof-of-principle evaluation of functional, full-length CSP expression utilizing Pf ēnex Expression Technology™. Optional requirements are also included for Fermentation Optimization and a Technology Transfer package for Fermentation Processes. As part of this support, Dow shall be required to provide summary reports related to the development and manufacturing process, other documentation as required in the deliverables, bacterial cell lysates and reagent-grade CSprotein.

SAIC will provide the following information and materials:

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

The period of performance (POP) for this effort is upon award through April 2011.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

2

4.2.2.3.1. Dow shall transfer to SAIC samples of the filtered whole cell lysate or periplasmic release extract and cell free broth for further in vitro analysis.

4.2.2.3.2. Dow shall perform [*] on samples from each fermentation.

4.2.2.3.3. Dow shall perform [*] and CSP specific assay on selected samples.

4.2.2.3.4. Dow shall perform [*] analysis on selected samples.

Dow shall prepare a non-GMP Research Cell Bank (RCB).

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

3

Dow shall maintain a Quality System that meets scientific expectations of traceability, reliability and control. Dow is responsible for the development and demonstration of suitability of contracted deliverables as well as providing reports and managing this project in a manner that meets scientific expectations of traceability, reliability and control ensuring that the filtered whole cell lysate or periplasmic release extract and cell free broth produced and analyzed in the developed process and assays have the quality, and identity they purport.

Unless an alternative directive is provided; meeting, conference, and audit support shall include the following:

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

4

Table 3 summarizes documents and other deliverables due to SAIC at the indicated timelines.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

5

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

6

SCHEDULE B - U.S. GOVERNMENT TERMS AND CONDITIONS

Applicable to all U.S. Government “Commercial Items” Subcontracts

PART III - FAR CLAUSES

In all such clauses, unless the context of the clause requires otherwise, the term “Contractor” shall mean Seller, the term “Contract” shall mean this Order, and the terms “Government,” “Contracting Officer” and equivalent phrases shall mean Buyer and Buyer’s Purchasing Representative, respectively. It is intended that the referenced clauses shall apply to Seller in such manner as is necessary to reflect the position of Seller as a subcontractor to Buyer, to insure Seller’s obligations to Buyer and to the United States Government, and to enable Buyer to meet its obligations under its Prime Contract or Subcontract.

The following definitions apply unless otherwise specifically stated:

“Buyer” - the legal entity issuing this Order.

“Commercial Item” — as defined by FAR 2-101

“FAR” - the Federal Acquisition Regulation.

“Prime Contract” - the Government contract under which this Order is issued.

“Purchasing Representative” - Buyer’s authorized representative.

“Seller” - the legal entity which contracts with the Buyer.

“This Order” - this contractual instrument, including changes.

Government contract numbers shown on this Order shall be included in subcontracts and purchase orders issued by Seller hereunder.

By FAR 2-101, “Commercial item” means—

(1) Any item, other than real property, that is of a type customarily used by the general public or by non-governmental entities for purposes other than governmental purposes, and—

(i) Has been sold, leased, or licensed to the general public; or

(ii) Has been offered for sale, lease, or license to the general public;

(2) Any item that evolved from an item described in paragraph (1) of this definition through advances in technology or performance and that is not yet available in the commercial marketplace, but will be available in the commercial marketplace in time to satisfy the delivery requirements under a Government solicitation;

(3) Any item that would satisfy a criterion expressed in paragraphs (1) or (2) of this definition, but for— (i) Modifications of a type customarily available in the commercial marketplace; or

(ii) Minor modifications of a type not customarily available in the commercial marketplace made to meet Federal Government requirements. “Minor modifications” means modifications that do not significantly alter the nongovernmental function or essential physical characteristics of an item or component, or change the purpose of a process. Factors to be considered in determining whether a modification is minor include the value and size of the modification and the comparative value and size of the final product. Dollar values and percentages may be used as guideposts, but are not conclusive evidence that a modification is minor;

(4) Any combination of items meeting the requirements of paragraphs (1), (2), (3), or (5) of this definition that are of a type customarily combined and sold in combination to the general public;

(5) Installation services, maintenance services, repair services, training services, and other services if— (i) Such services are procured for support of an item referred to in paragraph (1), (2), (3), or (4) of this definition, regardless of whether such services are provided by the same source or at the same time as the item; and

(ii) The source of such services provides similar services contemporaneously to the general public under terms and conditions similar to those offered to the Federal Government;

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(6) Services of a type offered and sold competitively in substantial quantities in the commercial marketplace based on established catalog or market prices for specific tasks performed or specific outcomes to be achieved and under standard commercial terms and conditions. This does not include services that are sold based on hourly rates without an established catalog or market price for a specific service performed or a specific outcome to be achieved. For purposes of these services—

(i) “Catalog price” means a price included in a catalog, price list, schedule, or other form that is regularly maintained by the manufacturer or vendor, is either published or otherwise available for inspection by customers, and states prices at which sales are currently, or were last, made to a significant number of buyers constituting the general public; and

(ii) “Market prices” means current prices that are established in the course of ordinary trade between buyers and sellers free to bargain and that can be substantiated through competition or from sources independent of the offerors.

(a) Notwithstanding any provisions herein to the contrary:

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(b) Any dispute not addressed in paragraph (a) above, will be subject to the disputes clause of Schedule A of this subcontract agreement.

Nothing contained herein shall be construed as precluding the Seller from producing items for direct sale to the Government, utilizing therefore all hardware and/or software, including designs, drawings, engineering data or other technical or proprietary information furnished Seller by Buyer, provided the Government has the unrestricted right to permit the use thereof for such purpose.

The Buyer may terminate performance of work under this subcontract in whole, or in part if the Purchasing Representative determines that a termination is in the Buyer’s interest. The Buyer shall terminate by delivering to the Seller a Notice of Termination specifying the extent of termination and the effective date. In the event of such termination, the Seller shall immediately stop all work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject to the terms of this order, the Seller shall be paid a percentage of the contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the Seller can demonstrate to the satisfaction of the Buyer using its standard record keeping system, have resulted from the termination. The Seller shall not be required to comply with the cost accounting standards or cost principles for this purpose. The Seller shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

By accepting this Order, Seller certifies that it has not offered, provided, or solicited and will not offer, provide, or solicit any kickback in violation of the Anti-Kickback Act of 1986 (41 USC §§ 51-58). “Kickback” means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind that is provided, directly or indirectly, for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contract or a subcontract relating to a prime contract. Seller agrees to indemnify, defend, and hold Buyer harmless from and against any losses, liabilities, offsets and expenses (including reasonable attorney’s fees) arising out of or relating to Seller’s failure to comply with the provisions of the Anti-Kickback Act.

The clauses in FAR Subpart 52.2 referenced in subparagraph (a), the clauses applicable in subparagraph (b), and those referenced and checked in subparagraph (c) below, in effect on the date of this Order, are incorporated herein and made a part of this Order. To the extent that an earlier version of any such clause is included in the Prime Contract or Subcontract under which this Order is issued, the date of the clause as it appears in such Prime Contract or Subcontract shall be controlling and said version shall be incorporated herein. The extent of the flow down shall be as required by the clause.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(a) The following clauses are applicable to this order:

(b) The Seller shall comply with the FAR clauses in this paragraph (b) that the Buyer has indicated as being incorporated into this order by reference to implement provisions of law or Executive orders applicable to acquisitions of commercial items:

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(c) The Seller shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, which the Buyer has indicated as being incorporated in this Order by reference to implement provisions of law or execute orders applicable to acquisitions of commercial items:

(d) In addition to the clauses listed in paragraphs (a), (b) and (c) above, if this order will contain Government property, the below listed clauses as checked, are applicable:

(e) In addition to the clauses listed in paragraphs (a) (b) (c) and (d) above, if this order will be performed under any order issued by an agency of the Department of Defense, the below listed clauses are applicable:

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Modification No. 1 to Subcontract No. P010022290 is issued to assign Subcontract No. P010022290 from The Dow Chemical Company to Pfenex Inc. (Pfenex).

This Modification No. 1 to Subcontract No. P010022290 is effective December 1, 2009.

In accordance with Subcontract No. P010022290 Section 5.0, Assignments and Subcontracts, and the Novation Agreement signed by Science Applications International Corporation (SAIC), The Dow Chemical Company, and Pfenex, attached hereto, Subcontract No. P010022290 is assigned from The Dow Chemical Company to Pfenex.

The total not-to-exceed price of Subcontract No. P010022290 remains $336,800.00. Of this amount, at the time of assignment of this Subcontract total payments to The Dow Chemical Company are $62,282.50. The remaining Subcontract price available to be paid to Pfenex is $274,317.50.

Pfenex (SELLER) Technical and Contractual representatives are:

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All other Subcontract terms and conditions,

including Key Personnel and Statement of Work, remain unchanged.

**

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Modification No. 1 Attachment : Agreement of Assignment and Assumption, effective December 1, 2009

In witness whereof, the duly authorized representatives of Buyer and Seller have executed this Subcontract modification No. 1 on the dates shown.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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AGREEMENT OF ASSIGNMENT AND ASSUMPTION

THIS AGREEMENT is made and entered into effective December 1, 2009 by and among The Dow Chemical Company, a Delaware corporation (“Transferor); Pfenex, Inc., a Delaware corporation (“Transferee”), and Science Applications International Corporation (“SAIC”), a Delaware corporation.

RECITALS

A. SAIC has entered into a certain contract with Transferor, namely: Subcontract Agreement No. P010022290 (the “Contract”). The term “Contract”; as used in this Agreement, means the above contract including all modifications thereto made between SAIC and Transferor prior to the effective date of this Agreement.

B. As of December 1, 2009 Transferor has transferred to Transferee all the assets of Transferor’s biopharmaceuticals business.

C. The parties hereto desire that SAIC consent to the assignment of the Contract to Transferee.

D. NOW, THEREFORE , for and in consideration of the premises and other good and sufficient consideration, the parties hereto agree as follows:

1. Transferor confirms to SAIC the full and complete assignment of the Contract to Transferee (the “Assignment”) and waives any claims and rights against SAIC that it now has or may have in the future in connection with the Contract.

2. Transferee represents to SAIC that by virtue of the Assignment, Transferee has acquired from Transferor all of the assets of the Transferor relating to the Contract, and that Transferee is in a position to fully perform all of the obligations of the Transferor under the Contract.

3. SAIC agrees to be bound by and to perform the Contract in accordance with the conditions contained in the Contract. Transferee assumes all obligations and liabilities of, and all claims against, Transferor under the Contract as if Transferee were the original party to the Contract.

4. Transferee ratifies all previous actions taken by Transferor with respect to the Contract, with the same force and effect as if the action had been taken by Transferee.

5. SAIC recognizes Transferee as Transferor’s successor in interest in and to the Contract. Transferee by this Agreement becomes entitled to all rights, titles, and interests of Transferor in and to the Contract as if Transferee were the original party to the Contract.

6. Except as expressly provided in this Agreement, nothing in this Agreement shall be construed as a waiver of any rights of SAIC against Transferor for Transferor’s performance or failure to perform prior to the effective date of this Assignment. SAIC reserves any and all claims that it may have against Transferor to Transferor’s performance or failure to perform the Contract up to the date of this Assignment, including, but not limited to, any further claim of the Government, no such claim(s) being known or anticipated at this time.

7. All payments and reimbursements previously made by Transferor to SAIC, and all other previous actions taken by SAIC under the Contract, shall be considered to have discharged those parts of SAIC’s obligations under the Contract.

8. Payment of any and all proper invoices under the Contract submitted by SAIC to Transferor prior to the date this Agreement is fully executed shall be paid to SAIC by Transferee. Thereafter, all payments under the Contract after the date this Agreement is fully executed by all the parties hereto shall be made by Transferee.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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9. The Transferor will complete all Contract closeout actions specified in Subcontract Agreement No. P010022290 as necessary and requested by SAIC

10. SAIC shall be responsible for no costs as a result of this Agreement.

11. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California.

12. Transferor waives notice of, and consents to, any further modifications of the Contract.

13. The Contract shall remain in full force and effect, except as modified by this Agreement. Each party has executed this Agreement as of the day and year first above written.

IN WITNESS WHEREOF, the parties have executed this assignment effective as of the date first written above on the dates indicated below.

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Modification No. 2 to Subcontract No. P010022290 is issued to Pfenex Inc. (Pfenex) to add funding and Statement of Work for the Production of additional filtered lysates, and purified full-length CSP expressed in P f ēnex Expression Technology™. As part of this support, Pfenex shall be required to provide summary reports related to the development and manufacturing process, other documentation as required in the deliverables, bacterial cell lysates and reagent- grade CS protein of 80-85% purity..

This Modification No. 2 to Subcontract No. P010022290 is effective May 24, 2010.

The total not-to-exceed price of Subcontract No. P010022290 is increased by $150,000.00 from $336,800.00.00 to $486,800.00. Of this amount, at the time of assignment of this Subcontract total payments to The Dow Chemical Company were $62,282.50 thus the remaining Subcontract price available to be paid to Pfenex is $424,517.50.

Invoices shall be prepared in duplicate and contain the following information; subcontract number, subproject number, Stage #. Invoices will be mailed to:

Science Applications International Corporation

Attention: Earleen K. Smith

5202 Presidents Court, Suite 110

Frederick, Maryland 21703

Earleen.k.smith@saic.com

Pfenex (SELLER) Technical and Contractual representatives are:

[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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SAIC (BUYER) Technical and Contractual representatives remain:

4.0 Statement of Work entitled “Evaluation of Malaria CSP Expression in P f ēnex Expression Technology™, and Process Manufacturing, Malaria Vaccine Production and Support Services, May 4, 2010, Subcontract Modification 2” is herein incorporated into and made part of Subcontract No. P010022290.

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All other Subcontract terms and conditions remain unchanged.

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In witness whereof, the duly authorized representatives of Buyer and Seller have executed this Subcontract modification No. 2 on the dates shown.