x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
71-0872999
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
200 Penobscot Drive, Redwood City
|
|
94063
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
x
|
|
|
|
|
|
Non-accelerated filer
|
¨
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
PAGE
NUMBER
|
|
|
||
PART I. FINANCIAL INFORMATION
|
||
|
|
|
ITEM 1:
|
Financial Statements (Unaudited)
|
|
|
||
|
||
|
||
|
||
|
||
ITEM 2:
|
||
ITEM 3:
|
||
ITEM 4:
|
||
|
|
|
|
||
|
|
|
ITEM 1:
|
||
ITEM 1A:
|
||
ITEM 2:
|
||
ITEM 3:
|
||
ITEM 4:
|
||
ITEM 5:
|
||
ITEM 6:
|
||
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
|
(Unaudited)
|
|
*
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
26,911
|
|
|
$
|
32,003
|
|
Marketable securities
|
3,009
|
|
|
13,524
|
|
||
Accounts receivable, net of allowances of $478 and $150 at September 30, 2013 and December 31, 2012, respectively
|
2,688
|
|
|
7,545
|
|
||
Inventories
|
2,101
|
|
|
1,302
|
|
||
Prepaid expenses and other current assets
|
1,935
|
|
|
5,395
|
|
||
Total current assets
|
36,644
|
|
|
59,769
|
|
||
Restricted cash
|
911
|
|
|
1,511
|
|
||
Non-current marketable securities
|
1,067
|
|
|
3,623
|
|
||
Property and equipment, net
|
13,809
|
|
|
16,650
|
|
||
Intangible assets, net
|
10,403
|
|
|
12,934
|
|
||
Goodwill
|
3,241
|
|
|
3,241
|
|
||
Other non-current assets
|
361
|
|
|
2,237
|
|
||
Total assets
|
$
|
66,436
|
|
|
$
|
99,965
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,490
|
|
|
$
|
3,654
|
|
Accrued compensation
|
3,340
|
|
|
3,495
|
|
||
Other accrued liabilities
|
2,140
|
|
|
6,948
|
|
||
Deferred revenues
|
2,248
|
|
|
2,186
|
|
||
Total current liabilities
|
9,218
|
|
|
16,283
|
|
||
Deferred revenues, net of current portion
|
1,161
|
|
|
1,299
|
|
||
Other long-term liabilities
|
5,183
|
|
|
3,943
|
|
||
Commitments and contingencies (note 8)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock
|
4
|
|
|
4
|
|
||
Additional paid-in capital
|
297,776
|
|
|
294,128
|
|
||
Accumulated other comprehensive income (loss)
|
139
|
|
|
(136
|
)
|
||
Accumulated deficit
|
(247,045
|
)
|
|
(215,556
|
)
|
||
Total stockholders’ equity
|
50,874
|
|
|
78,440
|
|
||
Total liabilities and stockholders’ equity
|
$
|
66,436
|
|
|
$
|
99,965
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
1,076
|
|
|
$
|
7,140
|
|
|
$
|
15,161
|
|
|
$
|
29,090
|
|
Collaborative research and development
|
2,867
|
|
|
18,569
|
|
|
7,236
|
|
|
49,049
|
|
||||
Government awards
|
—
|
|
|
632
|
|
|
—
|
|
|
2,247
|
|
||||
Total revenues
|
3,943
|
|
|
26,341
|
|
|
22,397
|
|
|
80,386
|
|
||||
Costs and operating expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of product revenues
|
494
|
|
|
6,397
|
|
|
9,790
|
|
|
24,868
|
|
||||
Research and development
|
6,831
|
|
|
14,191
|
|
|
22,776
|
|
|
46,190
|
|
||||
Selling, general and administrative
|
5,832
|
|
|
7,909
|
|
|
21,126
|
|
|
24,093
|
|
||||
Total costs and operating expenses
|
13,157
|
|
|
28,497
|
|
|
53,692
|
|
|
95,151
|
|
||||
Loss from operations
|
(9,214
|
)
|
|
(2,156
|
)
|
|
(31,295
|
)
|
|
(14,765
|
)
|
||||
Interest income
|
9
|
|
|
61
|
|
|
53
|
|
|
210
|
|
||||
Other expenses
|
(22
|
)
|
|
(45
|
)
|
|
(288
|
)
|
|
(320
|
)
|
||||
Loss before (benefit) provision for income taxes
|
(9,227
|
)
|
|
(2,140
|
)
|
|
(31,530
|
)
|
|
(14,875
|
)
|
||||
(Benefit) provision for income taxes
|
35
|
|
|
169
|
|
|
(41
|
)
|
|
443
|
|
||||
Net loss
|
$
|
(9,262
|
)
|
|
$
|
(2,309
|
)
|
|
$
|
(31,489
|
)
|
|
$
|
(15,318
|
)
|
Net loss per share, basic and diluted
|
(0.24
|
)
|
|
(0.06
|
)
|
|
(0.83
|
)
|
|
(0.42
|
)
|
||||
Weighted average common shares used in computing net loss per share, basic and diluted
|
38,102
|
|
|
37,116
|
|
|
38,002
|
|
|
36,494
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net loss
|
$
|
(9,262
|
)
|
|
$
|
(2,309
|
)
|
|
$
|
(31,489
|
)
|
|
$
|
(15,318
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
165
|
|
||||
Unrealized gain (loss) on marketable securities, net of tax of $17 and $172 for the three and nine months ended September 30, 2013, and $58 and $58 for the three and nine months ended September 30, 2012
|
32
|
|
|
724
|
|
|
275
|
|
|
88
|
|
||||
Other comprehensive income
|
32
|
|
|
724
|
|
|
275
|
|
|
253
|
|
||||
Total comprehensive loss
|
$
|
(9,230
|
)
|
|
$
|
(1,585
|
)
|
|
$
|
(31,214
|
)
|
|
$
|
(15,065
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2013
|
|
2012
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(31,489
|
)
|
|
$
|
(15,318
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Amortization of intangible assets
|
2,531
|
|
|
2,665
|
|
||
Depreciation and amortization of property and equipment
|
5,307
|
|
|
6,822
|
|
||
Loss on disposal of property and equipment
|
62
|
|
|
93
|
|
||
Allowance for bad debt
|
328
|
|
|
—
|
|
||
Stock-based compensation
|
3,361
|
|
|
4,543
|
|
||
Accretion of asset retirement obligation
|
—
|
|
|
22
|
|
||
Impairment of marketable securities
|
|
|
753
|
|
|||
(Accretion of discount) amortization of premium on marketable securities
|
(63
|
)
|
|
508
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
833
|
|
|
2,390
|
|
||
Inventories
|
(614
|
)
|
|
1,727
|
|
||
Prepaid expenses and other current assets
|
4
|
|
|
(2,824
|
)
|
||
Other assets
|
(37
|
)
|
|
(1,321
|
)
|
||
Accounts payable
|
(2,164
|
)
|
|
(4,077
|
)
|
||
Accrued compensation
|
(155
|
)
|
|
(2,077
|
)
|
||
Other accrued liabilities
|
1,080
|
|
|
581
|
|
||
Deferred revenues
|
1,923
|
|
|
(1,642
|
)
|
||
Net cash used in operating activities
|
(19,093
|
)
|
|
(7,155
|
)
|
||
Investing activities:
|
|
|
|
||||
Decrease in restricted cash
|
600
|
|
|
—
|
|
||
Purchase of property and equipment
|
(447
|
)
|
|
(2,632
|
)
|
||
Purchase of marketable securities
|
—
|
|
|
(20,638
|
)
|
||
Proceeds from sale of marketable securities
|
—
|
|
|
8,376
|
|
||
Proceeds from maturities of marketable securities
|
13,410
|
|
|
20,800
|
|
||
Proceeds from disposal of property and equipment
|
150
|
|
|
—
|
|
||
Net cash provided by investing activities
|
13,713
|
|
|
5,906
|
|
||
Financing activities:
|
|
|
|
||||
Proceeds from exercises of stock options
|
288
|
|
|
894
|
|
||
Net cash provided by financing activities
|
288
|
|
|
894
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
166
|
|
||
Net decrease in cash and cash equivalents
|
(5,092
|
)
|
|
(189
|
)
|
||
Cash and cash equivalents at the beginning of the period
|
32,003
|
|
|
25,762
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
26,911
|
|
|
$
|
25,573
|
|
Long term deposit in other assets transferred to property and equipment
|
$
|
1,912
|
|
|
$
|
—
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
Options to purchase common stock
|
4,805
|
|
7,228
|
|
4,805
|
|
7,228
|
Restricted stock units
|
1,665
|
|
839
|
|
1,665
|
|
839
|
Warrants to purchase common stock
|
75
|
|
260
|
|
75
|
|
260
|
Total
|
6,545
|
|
8,327
|
|
6,545
|
|
8,327
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
Raw materials
|
$
|
802
|
|
|
$
|
588
|
|
Work in process
|
235
|
|
|
52
|
|
||
Finished goods
|
1,064
|
|
|
662
|
|
||
Inventory, net
|
$
|
2,101
|
|
|
$
|
1,302
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
Laboratory equipment
|
$
|
35,311
|
|
|
$
|
33,776
|
|
Leasehold improvements
|
11,108
|
|
|
11,099
|
|
||
Computer equipment
|
3,419
|
|
|
4,388
|
|
||
Office furniture and equipment
|
1,503
|
|
|
1,531
|
|
||
|
51,341
|
|
|
50,794
|
|
||
Less: accumulated depreciation
|
(37,780
|
)
|
|
(34,172
|
)
|
||
|
13,561
|
|
|
16,622
|
|
||
Construction in progress
|
248
|
|
|
28
|
|
||
Property and equipment, net
|
$
|
13,809
|
|
|
$
|
16,650
|
|
Balance as of December 31, 2012
|
$
|
(136
|
)
|
Unrealized gains (losses) on available-for-sale securities
|
447
|
|
|
Tax effects
|
(172
|
)
|
|
Balance as of September 30, 2013
|
$
|
139
|
|
|
September 30, 2013
|
||||||||||||||||
|
Adjusted Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
|
Average
Contractual
Maturities
|
||||||||
|
|
|
(in days)
|
||||||||||||||
Money market funds
|
$
|
21,079
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,079
|
|
|
n/a
|
Corporate bonds (unamortized cost)
|
1,004
|
|
|
3
|
|
|
—
|
|
|
1,007
|
|
|
151
|
||||
U.S. Treasury obligations (unamortized cost)
|
2,000
|
|
|
2
|
|
|
—
|
|
|
2,002
|
|
|
232
|
||||
Common shares of CO
2
Solutions
|
563
|
|
|
$
|
504
|
|
|
$
|
—
|
|
|
1,067
|
|
|
n/a
|
||
Total
|
$
|
24,646
|
|
|
$
|
509
|
|
|
$
|
—
|
|
|
$
|
25,155
|
|
|
|
|
December 31, 2012
|
||||||||||||||||
|
Adjusted Cost
|
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
|
Average
Contractual Maturities |
||||||||
|
|
|
(in days)
|
||||||||||||||
Money market funds
|
$
|
24,789
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,789
|
|
|
n/a
|
Commercial paper
|
1,499
|
|
|
1
|
|
|
—
|
|
|
1,500
|
|
|
70
|
||||
Corporate bonds (unamortized cost)
|
9,512
|
|
|
10
|
|
|
—
|
|
|
9,522
|
|
|
156
|
||||
U.S. Treasury obligations (unamortized cost)
|
5,510
|
|
|
5
|
|
|
—
|
|
|
5,515
|
|
|
262
|
||||
Common shares of CO
2
Solutions
|
563
|
|
|
47
|
|
|
—
|
|
|
610
|
|
|
n/a
|
||||
Total
|
$
|
41,873
|
|
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
41,936
|
|
|
|
|
September 30, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
21,079
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,079
|
|
Corporate bonds
|
—
|
|
|
1,007
|
|
|
—
|
|
|
1,007
|
|
||||
U.S. Treasury obligations
|
—
|
|
|
2,002
|
|
|
—
|
|
|
2,002
|
|
||||
Common shares of CO
2
Solutions
|
—
|
|
|
1,067
|
|
|
—
|
|
|
1,067
|
|
||||
Total
|
$
|
21,079
|
|
|
$
|
4,076
|
|
|
$
|
—
|
|
|
$
|
25,155
|
|
|
December 31, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
24,789
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,789
|
|
Commercial paper
|
—
|
|
|
1,500
|
|
|
—
|
|
|
1,500
|
|
||||
Corporate bonds
|
—
|
|
|
9,522
|
|
|
—
|
|
|
9,522
|
|
||||
U.S. Treasury obligations
|
—
|
|
|
5,515
|
|
|
—
|
|
|
5,515
|
|
||||
Common shares of CO
2
Solutions
|
610
|
|
|
—
|
|
|
—
|
|
|
610
|
|
||||
Total
|
$
|
25,399
|
|
|
$
|
16,537
|
|
|
$
|
—
|
|
|
$
|
41,936
|
|
September 30, 2013
|
|||||||
Issue Date
|
Shares Subject
to warrants
|
|
Exercise Price
per Share
|
|
Expiration
|
||
July 17, 2007
|
2,384
|
|
$
|
12.45
|
|
|
February 9, 2016
|
September 28, 2007
|
72,727
|
|
$
|
8.25
|
|
|
September 28, 2017
|
|
Shares available for grant
|
|
December 31, 2012
|
3,767
|
|
Annual increase in shares available for grant
|
1,507
|
|
Option grants
|
(922
|
)
|
Restricted stock unit award grants
|
(1,367
|
)
|
Restricted stock unit award shares withheld for taxes
|
132
|
|
Options forfeited
|
1,968
|
|
Restricted stock unit awards forfeited
|
335
|
|
September 30, 2013
|
5,420
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Research and development
|
$
|
97
|
|
|
$
|
682
|
|
|
$
|
989
|
|
|
$
|
2,183
|
|
Selling, general and administrative
|
529
|
|
|
784
|
|
|
2,372
|
|
|
2,360
|
|
||||
Total
|
$
|
626
|
|
|
$
|
1,466
|
|
|
$
|
3,361
|
|
|
$
|
4,543
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Stock options
|
$
|
397
|
|
|
$
|
900
|
|
|
$
|
1,538
|
|
|
$
|
3,255
|
|
Restricted stock units
|
527
|
|
|
566
|
|
|
1,823
|
|
|
1,288
|
|
||||
Performance stock units
|
(298
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
626
|
|
|
$
|
1,466
|
|
|
$
|
3,361
|
|
|
$
|
4,543
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Americas (1)
|
$
|
2,764
|
|
|
$
|
18,324
|
|
|
$
|
7,065
|
|
|
$
|
50,867
|
|
Europe
|
757
|
|
|
1,056
|
|
|
5,139
|
|
|
8,986
|
|
||||
Asia
|
|
|
|
|
|
|
|
|
|
|
|
||||
India
|
213
|
|
|
5,800
|
|
|
2,721
|
|
|
15,761
|
|
||||
Singapore
|
—
|
|
|
631
|
|
|
6,721
|
|
|
3,884
|
|
||||
Others
|
209
|
|
|
530
|
|
|
751
|
|
|
888
|
|
||||
|
$
|
3,943
|
|
|
$
|
26,341
|
|
|
$
|
22,397
|
|
|
$
|
80,386
|
|
(1)
|
Primarily United States
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
Long-lived assets
|
|
|
|
||||
Americas (1)
|
$
|
19,863
|
|
|
$
|
25,953
|
|
Europe (2)
|
4,391
|
|
|
5,157
|
|
||
Asia
|
319
|
|
|
711
|
|
||
|
$
|
24,573
|
|
|
$
|
31,821
|
|
(1)
|
Primarily United States
|
(2)
|
Primarily Hungary
|
|
Severance, benefits
and related
personnel costs
|
|
Facility closing costs
|
|
Total
|
||||||
Balance at December 31, 2012
|
$
|
100
|
|
|
$
|
320
|
|
|
$
|
420
|
|
Cash payments
|
(74
|
)
|
|
(320
|
)
|
|
(394
|
)
|
|||
Adjustments to restructuring charges
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|||
Balance at September 30, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Product revenues consist of sales of biocatalysts, intermediates, APIs and Codex Biocatalyst Panels and Kits.
|
•
|
Collaborative research and development revenues include license, technology access and exclusivity fees, FTE payments, milestones, royalties, and optimization and screening fees.
|
•
|
Government awards consist of payments from government entities. The terms of these awards generally provide us with cost reimbursement for certain types of expenditures in return for research and development activities over a contractually defined period. Historically, we have received government awards from Germany, Singapore and the United States.
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
(In Thousands)
|
2013
|
|
2012
|
|
$
|
|
%
|
|
2013
|
|
2012
|
|
$
|
|
%
|
||||||||||||||
Product
|
$
|
1,076
|
|
|
$
|
7,140
|
|
|
$
|
(6,064
|
)
|
|
(85
|
)%
|
|
$
|
15,161
|
|
|
$
|
29,090
|
|
|
$
|
(13,929
|
)
|
|
(48
|
)%
|
Collaborative research and development
|
2,867
|
|
|
18,569
|
|
|
(15,702
|
)
|
|
(85
|
)%
|
|
7,236
|
|
|
49,049
|
|
|
(41,813
|
)
|
|
(85
|
)%
|
||||||
Government awards
|
—
|
|
|
632
|
|
|
(632
|
)
|
|
(100
|
)%
|
|
—
|
|
|
2,247
|
|
|
(2,247
|
)
|
|
(100
|
)%
|
||||||
Total revenues
|
$
|
3,943
|
|
|
$
|
26,341
|
|
|
$
|
(22,398
|
)
|
|
(85
|
)%
|
|
$
|
22,397
|
|
|
$
|
80,386
|
|
|
$
|
(57,989
|
)
|
|
(72
|
)%
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
(In Thousands)
|
2013
|
|
2012
|
|
$
|
|
%
|
|
2013
|
|
2012
|
|
$
|
|
%
|
||||||||||||||
Product revenues
|
$
|
1,076
|
|
|
$
|
7,140
|
|
|
$
|
(6,064
|
)
|
|
(85
|
)%
|
|
$
|
15,161
|
|
|
$
|
29,090
|
|
|
$
|
(13,929
|
)
|
|
(48
|
)%
|
Cost of product revenues
|
494
|
|
|
6,397
|
|
|
(5,903
|
)
|
|
(92
|
)%
|
|
9,790
|
|
|
24,868
|
|
|
(15,078
|
)
|
|
(61
|
)%
|
||||||
Product gross profit
|
$
|
582
|
|
|
$
|
743
|
|
|
$
|
(161
|
)
|
|
(22
|
)%
|
|
$
|
5,371
|
|
|
$
|
4,222
|
|
|
$
|
1,149
|
|
|
27
|
%
|
Product gross margin %
|
54
|
%
|
|
10
|
%
|
|
|
|
|
|
35
|
%
|
|
15
|
%
|
|
|
|
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
(In Thousands)
|
2013
|
|
2012
|
|
$
|
|
%
|
|
2013
|
|
2012
|
|
$
|
|
%
|
||||||||||||||
Research and development
|
$
|
6,831
|
|
|
$
|
14,191
|
|
|
$
|
(7,360
|
)
|
|
(52
|
)%
|
|
22,776
|
|
|
46,190
|
|
|
$
|
(23,414
|
)
|
|
(51
|
)%
|
||
Selling, general and administrative
|
5,832
|
|
|
7,909
|
|
|
(2,077
|
)
|
|
(26
|
)%
|
|
21,126
|
|
|
24,093
|
|
|
(2,967
|
)
|
|
(12
|
)%
|
||||||
Total operating expenses
|
$
|
12,663
|
|
|
$
|
22,100
|
|
|
$
|
(9,437
|
)
|
|
(43
|
)%
|
|
$
|
43,902
|
|
|
$
|
70,283
|
|
|
$
|
(26,381
|
)
|
|
(38
|
)%
|
|
Severance, benefits and related personnel costs
|
|
Facility costs
|
|
Total
|
||||||
Balance at December 31, 2012
|
$
|
100
|
|
|
$
|
320
|
|
|
$
|
420
|
|
Cash payments
|
(74
|
)
|
|
(320
|
)
|
|
(394
|
)
|
|||
Adjustments to restructuring charges
|
(26
|
)
|
|
—
|
|
|
(26
|
)
|
|||
Balance at September 30, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended September 30,
|
|
Change
|
|
Nine Months Ended September 30,
|
|
Change
|
||||||||||||||||||||||
(In Thousands)
|
2013
|
|
2012
|
|
$
|
|
%
|
|
2013
|
|
2012
|
|
$
|
|
%
|
||||||||||||||
Interest income
|
$
|
9
|
|
|
$
|
61
|
|
|
$
|
(52
|
)
|
|
(85
|
)%
|
|
$
|
53
|
|
|
$
|
210
|
|
|
$
|
(157
|
)
|
|
(75
|
)%
|
Other expenses
|
(22
|
)
|
|
(45
|
)
|
|
23
|
|
|
(51
|
)%
|
|
(288
|
)
|
|
(320
|
)
|
|
32
|
|
|
(10
|
)%
|
||||||
Total other income (expense)
|
$
|
(13
|
)
|
|
$
|
16
|
|
|
$
|
(29
|
)
|
|
(181
|
)%
|
|
$
|
(235
|
)
|
|
$
|
(110
|
)
|
|
$
|
(125
|
)
|
|
114
|
%
|
(In Thousands)
|
September 30,
2013 |
|
Decem
ber 31,
2012
|
||||
Cash and cash equivalents
|
$
|
26,911
|
|
|
$
|
32,003
|
|
Marketable securities (1)
|
3,009
|
|
|
13,524
|
|
||
Accounts receivable, net
|
2,688
|
|
|
7,545
|
|
||
Accounts payable, accrued compensation and accrued liabilities
|
6,970
|
|
|
14,097
|
|
||
Working capital
|
$
|
27,426
|
|
|
$
|
43,486
|
|
(1)
|
Includes only the current portion of our marketable securities
|
|
Nine months ended September 30,
|
||||||
(In Thousands)
|
2013
|
|
2012
|
||||
Net cash used in operating activities
|
$
|
(19,093
|
)
|
|
$
|
(7,155
|
)
|
Net cash provided by investing activities
|
13,713
|
|
|
5,906
|
|
||
Net cash provided by financing activities
|
288
|
|
|
894
|
|
||
Effect of foreign exchange rates on cash and cash equivalents
|
—
|
|
|
166
|
|
||
Net decrease in cash and cash equivalents
|
$
|
(5,092
|
)
|
|
$
|
(189
|
)
|
|
Total
|
|
Remainder of 2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018 and
beyond
|
||||||||||||||
Operating leases
|
$
|
18,211
|
|
|
$
|
719
|
|
|
$
|
2,947
|
|
|
$
|
3,031
|
|
|
$
|
3,047
|
|
|
$
|
2,677
|
|
|
$
|
5,790
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
our ability to achieve or maintain profitability;
|
•
|
our ability to obtain substantial additional capital that may be necessary to expand our business;
|
•
|
our dependence on a limited number of customers;
|
•
|
our ability to develop and successfully commercialize new products for the pharmaceuticals market;
|
•
|
our ability to effect a strategic transaction involving our CodeXyme
®
cellulase enzymes and CodeXol
®
detergent alcohols programs;
|
•
|
our exposure to potential third party claims resulting from Dyadic's proper termination of our license rights for Dyadic's commercial scale expression systems for cellulases;
|
•
|
our ability to maintain internal control over financial reporting;
|
•
|
charges to earnings as a result of any impairment of goodwill, intangible assets or other long-lived assets;
|
•
|
our ability to realize the expected benefits from the reduction in force we undertook at the end of August 2012 and the corporate restructuring we undertook in November 2013;
|
•
|
our customers' ability to timely pay amounts owed to us;
|
•
|
our dependence on a limited number of products in our pharmaceutical business;
|
•
|
our reliance on one contract manufacturer for commercial scale production of substantially all of our enzymes;
|
•
|
our relationships with, and dependence on, collaborators in our principal markets;
|
•
|
our ability to deploy our technology platform in new adjacent market spaces;
|
•
|
our dependence on, and the need to attract and retain key management and other personnel;
|
•
|
any adverse effects our recent restructuring plan may have on our ability to react to business developments and manage our business;
|
•
|
the success of our customers' pharmaceutical products in the market and the ability of such customers to obtain regulatory approvals for products and processes;
|
•
|
our ability to control and to improve pharmaceutical product gross margins;
|
•
|
the ability of Arch to effectively market pharmaceutical products manufactured using our enzymes;
|
•
|
risks associated with the international aspects of our business;
|
•
|
our ability to integrate any businesses we may acquire with our business;
|
•
|
our ability to accurately report our financial results in a timely manner;
|
•
|
our ability to obtain, protect and enforce our intellectual property rights;
|
•
|
our ability to prevent the theft or misappropriation of our biocatalysts, the genes that code for our biocatalysts, know-how or technologies;
|
•
|
potential advantages that our competitors and potential competitors may have in securing funding or developing products;
|
•
|
business interruptions, such as earthquakes and other natural disasters;
|
•
|
public concerns about the ethical, legal and social ramifications of genetically engineered products and processes;
|
•
|
our ability to comply with laws and regulations;
|
•
|
our ability to properly handle and dispose of hazardous materials used in our business;
|
•
|
potential product liability claims;
|
•
|
the existence of government subsidies or regulation with respect to carbon dioxide emissions; and
|
•
|
our ability to use our net operating loss carryforwards to offset future taxable income.
|
•
|
pharmaceutical companies may be reluctant to adopt new manufacturing processes that use our enzymes;
|
•
|
we may be unable to successfully develop the enzymes or manufacturing processes for our products in a timely and cost-effective manner, if at all;
|
•
|
we may face difficulties in transferring the developed technologies to our customers and the contract manufacturers that we may use for commercial scale production of intermediates and enzymes;
|
•
|
the contract manufacturers that we may use may be unable to scale their manufacturing operations to meet the demand for these products and we may be unable to secure additional manufacturing capacity;
|
•
|
customers may not be willing to purchase these products for the pharmaceutical market from us on favorable terms, if at all;
|
•
|
we may face product liability litigation, unexpected safety or efficacy concerns and pharmaceutical product recalls or withdrawals;
|
•
|
changes in laws or regulations relating to the pharmaceutical industry could cause us to incur increased costs of compliance or otherwise harm our business;
|
•
|
our customers' pharmaceutical products may experience adverse events or face competition from new products, which would reduce demand for our products;
|
•
|
we may face pressure from existing or new competitive products; and
|
•
|
we may face pricing pressures from existing or new competitors, some of which may benefit from government subsidies or other incentives.
|
•
|
we do not achieve our research and development objectives under our collaboration agreements in a timely manner or at all;
|
•
|
we develop products and processes or enter into additional collaborations that conflict with the business objectives of our other collaborators;
|
•
|
we disagree with our collaborators as to rights to intellectual property that are developed during the collaboration, or their research programs or commercialization activities;
|
•
|
we are unable to manage multiple simultaneous collaborations;
|
•
|
our collaborators become competitors of ours or enter into agreements with our competitors;
|
•
|
our collaborators become unable or less willing to expend their resources on research and development or commercialization efforts due to general market conditions, their financial condition or other circumstances beyond our control; or
|
•
|
our collaborators experience business difficulties, which could eliminate or impair their ability to effectively perform under our agreements.
|
•
|
changes in or interpretations of foreign regulations that may adversely affect our ability to sell our products, repatriate profits to the United States or operate our foreign-located facilities;
|
•
|
the imposition of tariffs;
|
•
|
the imposition of limitations on, or increase of, withholding and other taxes on remittances and other payments by foreign subsidiaries or joint ventures;
|
•
|
the imposition of limitations on genetically-engineered products or processes and the production or sale of those products or processes in foreign countries;
|
•
|
currency exchange rate fluctuations;
|
•
|
uncertainties relating to foreign laws, regulations and legal proceedings including tax, import/export, anti-corruption and exchange control laws;
|
•
|
the availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us;
|
•
|
increased demands on our limited resources created by our diversified, global operations may require us to expand the capabilities of our administrative and operational resources and to attract, train, manage and retain qualified management, technicians, scientists and other personnel which we may be unable to do effectively;
|
•
|
economic or political instability in foreign countries;
|
•
|
difficulties associated with staffing and managing foreign operations; and
|
•
|
the need to comply with a variety of United States and foreign laws applicable to the conduct of international business, including import and export control laws and anti-corruption laws.
|
•
|
issue additional equity securities, which would dilute our current stockholders;
|
•
|
incur substantial debt to fund the acquisitions;
|
•
|
use our cash to fund the acquisitions; or
|
•
|
assume significant liabilities including litigation risk.
|
•
|
stop selling or using our products or technologies that use the subject intellectual property;
|
•
|
pay monetary damages or substantial royalties;
|
•
|
grant cross-licenses to third parties relating to our patents or proprietary rights;
|
•
|
obtain from the third party asserting its intellectual property rights a license to sell or use the relevant technology, which license may not be available on reasonable terms, or at all; or
|
•
|
redesign those products or processes that use any allegedly infringing technology, or relocate the operations relating to the allegedly infringing technology to another jurisdiction, which may result in significant cost or delay to us, could be technically infeasible or could prevent us from selling some of our products in the United States or other jurisdictions.
|
•
|
public attitudes about the safety and environmental hazards of, and ethical concerns over, genetic research and genetically engineered products and processes, which could influence public acceptance of our technologies, products and processes;
|
•
|
public attitudes regarding, and potential changes to laws governing ownership of genetic material, which could harm our intellectual property rights with respect to our genetic material and discourage collaborators from supporting, developing, or commercializing our products, processes and technologies; and
|
•
|
governmental reaction to negative publicity concerning genetically modified organisms, which could result in greater government regulation of genetic research and derivative products. The subject of genetically modified organisms has received negative publicity, which has aroused public debate. This adverse publicity could lead to greater regulation and trade restrictions on imports of genetically altered products. The biocatalysts that we develop have significantly enhanced characteristics compared to those found in naturally occurring enzymes or microbes. While we produce our biocatalysts only for use in a controlled industrial environment, the release of such biocatalysts into uncontrolled environments could have unintended consequences. Any adverse effect resulting from such a release could have a material adverse effect on our business and financial condition, and we may have exposure to liability for any resulting harm.
|
•
|
actual or anticipated fluctuations in our financial condition and operating results;
|
•
|
the position of our cash, cash equivalents and marketable securities;
|
•
|
actual or anticipated changes in our growth rate relative to our competitors;
|
•
|
actual or anticipated fluctuations in our competitors' operating results or changes in their growth rate;
|
•
|
announcements of technological innovations by us, our collaborators or our competitors;
|
•
|
announcements by us, our collaborators or our competitors of significant acquisitions or dispositions, strategic partnerships, joint ventures or capital commitments;
|
•
|
additions or losses of one or more significant pharmaceutical products;
|
•
|
announcements or developments regarding pharmaceutical products manufactured using our biocatalysts, intermediates and APIs;
|
•
|
the entry into, modification or termination of collaborative arrangements;
|
•
|
additions or losses of customers;
|
•
|
additions or departures of key management or scientific personnel;
|
•
|
competition from existing products or new products that may emerge;
|
•
|
issuance of new or updated research reports by securities or industry analysts;
|
•
|
fluctuations in the valuation of companies perceived by investors to be comparable to us;
|
•
|
disputes or other developments related to proprietary rights, including patent litigation and our ability to obtain patent protection for our technologies;
|
•
|
contractual disputes or litigation with our partners, customers or suppliers;
|
•
|
announcement or expectation of additional financing efforts;
|
•
|
sales of our common stock by us, our insiders or our other stockholders;
|
•
|
share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;
|
•
|
general market conditions in our industry; and
|
•
|
general economic and market conditions, including the recent financial crisis.
|
ITEM 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
ITEM 3.
|
Defaults Upon Senior Securities
|
ITEM 4.
|
Mine Safety Disclosures
|
ITEM 5.
|
Other Information
|
ITEM 6.
|
Exhibits
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of Codexis, Inc. filed with the Secretary of the State of the State of Delaware on April 27, 2010 and effective as of April 27, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 28, 2010).
|
|
|
|
|
3.2
|
|
|
Amended and Restated Bylaws of Codexis, Inc. effective as of April 27, 2010 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 28, 2010).
|
|
|
|
|
4.1
|
|
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report for the quarter ended June 30, 2012, filed on August 9, 2012).
|
|
|
|
|
10.1
|
|
|
Transition and Separation Agreement by and between the Company and David L. Anton dated as of July 24, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed on August 9, 2013.
|
|
|
|
|
10.2
†
|
|
|
Amendment to Sitagliptin Catalyst Supply Agreement by and between the Company and Merck Sharp and Dohme dated as of October 1, 2013.
|
|
|
|
|
31.1
|
|
|
Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
31.2
|
|
|
Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
|
|
32.1
|
|
|
Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
|
|
|
|
|
101*
|
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Condensed Consolidated Balance Sheets at September 30, 2013 and December 31, 2012, (ii) Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2013 and 2012, (iii) Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2013 and 2012, (iv) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012, and iv) Notes to Condensed Consolidated Financial Statements.
|
†
|
Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission.
|
*
|
XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Exchange Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
|
|
|
|
|
|
Codexis, Inc.
|
|
|
|
|
|
Date:
|
November 12, 2013
|
By:
|
/s/ John Nicols
|
|
|
|
John Nicols
President and Chief Executive Officer
(principal executive officer)
|
|
|
|
|
Date:
|
November 12, 2013
|
By:
|
/s/ David O'Toole
|
|
|
|
David O’Toole
Senior Vice President and Chief Financial Officer
(principal financial and accounting officer)
|
ITEM 6.
|
Exhibits
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of Codexis, Inc. filed with the Secretary of the State of the State of Delaware on April 27, 2010 and effective as of April 27, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 28, 2010).
|
|
|
||
3.2
|
|
|
Amended and Restated Bylaws of Codexis, Inc. effective as of April 27, 2010 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed on May 28, 2010).
|
|
|
|
|
4.1
|
|
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report for the quarter ended June 30, 2012, filed on August 9, 2012).
|
|
|
||
10.1
|
|
|
Transition and Separation Agreement by and between the Company and David L. Anton dated as of July 24, 2013 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed on August 9, 2013.
|
|
|
|
|
10.2
†
|
|
|
Amendment to Sitagliptin Catalyst Supply Agreement by and between the Company and Merck Sharp and Dohme dated as of October 1, 2013.
|
|
|
|
|
31.1
|
|
|
Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
||
31.2
|
|
|
Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.
|
|
|
||
32.1
|
|
|
Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350.
|
|
|
||
101*
|
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Condensed Consolidated Balance Sheets at September 30, 2013 and December 31, 2012, (ii) Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2013 and 2012, (iii) Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2013 and 2012, (iv) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012, and iv) Notes to Condensed Consolidated Financial Statements.
|
†
|
Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission.
|
*
|
XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Exchange Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
1.
|
Termination Date
. Executive acknowledges and agrees that his status as an employee of the Company shall end effective as of August 31, 2013 or such earlier date as Executive resigns from the Company or as may be mutually agreed between the Company and Executive (such date, the “
Termination Date
”).
|
2.
|
Transition Period
. During the period from June 1, 2013 through the Termination Date (the “
Transition Period
”), Executive will be employed by the Company in the position of “Advisor to CEO” and shall perform tasks that may be assigned to him by the Company’s Chief Executive Officer; provided, the Company, in its sole discretion, may require that Executive not come into the office at any time during the Transition Period; provided, further, that during such times that Executive is not working in the office he agrees to make himself reasonably available to answer any work-related questions the Company might ask him during normal business hours. During the Transition Period, Executive hereby agrees to execute such further document(s) as shall be reasonably determined by the Company as necessary to give effect to the termination of Executive’s status as an officer and/or director of the Company’s subsidiaries (the “
Resignation Letters
”). The Executive acknowledges and agrees that he will not perform services for any third party during the Transition Period that has not been pre-approved in writing by the Company’s Chief Executive Officer. In consideration for executing this Agreement and for the services provided by Executive during the Transition Period, Executive shall receive a salary and benefits from the Company at the level in effect on the date Executive signs this Agreement and shall be eligible for the separation benefits set forth in Section 4.
|
3.
|
Final Pay and Expenses
. On the Termination Date, the Company shall pay to Executive all accrued but unpaid wages (including, but not limited to, base salary) and the value of all accrued and unused paid-time off earned through the Termination Date, subject to standard payroll deductions and withholdings. In addition, the Company shall reimburse Executive for all outstanding expenses incurred prior to the Termination Date which were consistent with the Company’s policies then in effect with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documenting such expenses. Executive is entitled to the payments set forth in this Section 3 regardless of whether Executive executes this Agreement.
|
4.
|
Separation Payments and Benefits
. Subject to Executive signing and delivering to the Company this Agreement prior to July 24, 2013, Executive signing and delivering to the Company the Resignation Letters prior to the Termination Date, Executive signing and delivering to the Company the General Release of Claims attached as
Exhibit A
(the “
General Release
”) hereto within the thirty (30) day period immediately following the Termination Date, the General Release becoming no longer subject to its revocation as provided in Section 1(c)(iii) thereof and Executive’s performance of his continuing obligations pursuant to this Agreement and that certain Confidential Information, Secrecy and Invention Agreement entered into between Executive and the Company as of March 24, 2008 (the “
Confidentiality Agreement
”), the Company hereby agrees, without admission of any liability, fact or claim, to provide Executive the severance pay and benefits set forth below. Specifically, the Company and Executive agree as follows:
|
5.
|
Full Payment
. Executive acknowledges that the payments and arrangements herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to Executive as a result of his employment with the Company and the termination thereof. Executive further acknowledges that, other than the Confidentiality Agreement, the General Release, that certain Indemnification Agreement between Executive and the Company effective April 27, 2010 (the “
Indemnification Agreement
”) and each equity award agreement, this Agreement shall supersede each agreement entered into between Executive and the Company regarding Executive’s employment, including, without limitation, Executive’s offer letter agreement with the Company (the “
Offer Letter
”) and the Change of Control Severance Agreement between Executive and the Company effective November 7, 2012 (the “
Change of Control Agreement
”), and each such agreement shall be deemed terminated and of no further effect as of the Signature Date.
|
6.
|
Equity Awards
.
|
7.
|
Executive’s Release of the Company
. Executive understands that by agreeing to the release provided by this Section 7, Executive is agreeing not to sue, or otherwise file any claim against, the Company or any of the other Releasees (as defined below) for any reason whatsoever based on anything that has occurred as of the date Executive signs this Agreement.
|
(i)
|
Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
|
(ii)
|
Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;
|
(iii)
|
Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA;
|
(iv)
|
Claims for indemnification under California Labor Code Section 2802, the Company’s Certificate of Incorporation, the Company’s Bylaws, the Delaware General Corporation Law or the Indemnification Agreement;
|
(v)
|
Executive’s right to bring to the attention of the Equal Employment Opportunity Commission claims of discrimination;
provided
,
however
, that Executive does release Executive’s right to secure any damages for alleged discriminatory treatment;
|
(vi)
|
Claims arising solely out of Executive’s holdings of Company capital stock as of the date hereof;
|
(vii)
|
Any other claim that may not be released by private agreement; and
|
(viii)
|
Any other obligation of the Company that cannot be waived as a matter of law.
|
8.
|
Non-Disparagement, Transition and Transfer of Company Property
.
|
9.
|
Executive Representations
. Executive warrants and represents that (a) he has not filed or authorized the filing, and has no intention or plan (as of the date of this Agreement) to file or authorize the filing, of any complaints, charges or lawsuits against the Company or any affiliate of the Company with any governmental agency or court, and that if, unbeknownst to Executive, such a complaint, charge or lawsuit has been filed on his behalf, he will immediately cause it to be withdrawn and dismissed, (b) he has reported all hours worked as of the date Executive signs this Agreement and has been
|
10.
|
No Assignment
. Executive warrants and represents that no portion of any of the matters released herein, and no portion of any recovery or settlement to which Executive might be entitled, has been assigned or transferred to any other person, firm or corporation not a party to this Agreement, in any manner, including by way of subrogation or operation of law or otherwise. If any claim, action, demand or suit should be made or instituted against the Company or any other Releasee because of any actual assignment, subrogation or transfer by Executive, Executive agrees to indemnify and hold harmless the Company and all other Releasees against such claim, action, suit or demand, including necessary expenses of investigation, attorneys’ fees and costs.
|
11.
|
Non-Solicitation
. Without limiting the Confidentiality Agreement, Executive hereby agrees that Executive shall not, at any time during the one (1) year period immediately following the Termination Date, directly or indirectly, either for himself or on behalf of any other person, recruit or otherwise solicit or induce any employee or consultant of the Company to terminate its employment or arrangement with the Company, or otherwise change its relationship with the Company. Notwithstanding the foregoing, nothing herein shall prevent Executive from directly or indirectly hiring any individual who submits a resume or otherwise applies for a position in response to a publicly posted job announcement or otherwise applies for employment with any person with whom Executive may be associated absent any violation of Executive’s obligations pursuant to the preceding sentence.
|
12.
|
Governing Law; Attorney’s Fees
. This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by, the laws of the State of California, without regard to any conflicts of laws provisions thereof. In the event that any provision of this Agreement is ever determined by a court or other applicable tribunal to be void or unenforceable, the remaining provisions of the Agreement shall not be affected and shall remain in full force and effect, to the fullest extent permitted by applicable law. The prevailing Party in any action to enforce any provisions of this Agreement shall be entitled to an award of costs and reasonable attorneys’ fees in addition to any other relief awarded.
|
13.
|
In the Event of a Claimed Breach
. All controversies, claims and disputes arising out of or relating to Executive’s employment or this Agreement, including without limitation
|
14.
|
Miscellaneous
. This Agreement, together with the Confidentiality Agreement, the Indemnification Agreement, each equity award agreement and the General Release, comprise the entire agreement between the Parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company with regard to the subject matter hereof, including, without limitation, the Offer Letter and the Change of Control Agreement. Executive acknowledges that there are no other agreements, written, oral or implied, and that he may not rely on any prior negotiations, discussions, representations or agreements. This Agreement may be modified only in writing, and such writing must be signed by both Parties and recited that it is intended to modify this Agreement. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
|
15.
|
Confidentiality Agreement Obligations
.
Executive reaffirms his obligations under the Confidentiality Agreement and agrees to continue to abide by the terms set forth in his Confidentiality Agreement. Executive further reaffirms that he will deliver a signed copy of the termination certificate, which is attached as Exhibit A to the Confidentiality Agreement (the “
Termination Certificate
”), to Human Resources on or before the Termination Date. Executive confirms that he understands that the Company will not pay Executive any benefits under this Agreement unless the Company has received such signed Termination Certificate.
|
16.
|
Failure to Comply
. In the event that Executive breaches any of his obligations set forth in this Agreement (including, without limitation, the obligations set forth in Sections 8(a), 8(b), 11 and 15) or as otherwise imposed by law, the Company shall be entitled to stop any payments and/or recover the full benefit paid to Executive under this Agreement and to obtain all other relief provided by law or equity.
|
17.
|
Executive’s Cooperation
. Executive shall reasonably cooperate with the Company and its affiliates, upon the Company’s reasonable request, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Executive’s duties and responsibilities to the Company during his employment with the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s reasonable request to give testimony without requiring service of a subpoena or other legal process, and turning over to the Company all relevant Company documents which are or may have come into Executive’s possession during his employment);
provided
,
however
, that within 30 days of a request by Executive, the Company will reimburse Executive for any reasonable and documented out-of-pocket expenses incurred by Executive for travel or otherwise in connection with any of the above obligations.
|
18.
|
Unemployment
. It is understood that if Executive files for unemployment benefits with the California Employment Development Department, the Company will not dispute Executive’s claim to such benefits.
|
Dated: July 24, 2013
|
|
/s/David L. Anton
|
|
|
David L. Anton
|
|
|
CODEXIS, INC.
|
Dated: July 24, 2013
|
By:
|
/s/Douglas Sheehy
|
|
|
Douglas Sheehy
Senior Vice President, General Counsel and Secretary |
1.
|
General Release of the Company
. Executive understands that by agreeing to this Release, Executive is agreeing not to sue, or otherwise file any claim against, the Company or any of the other Releasees (as defined below) for any reason whatsoever based on anything that has occurred as of the date Executive signs this Release.
|
(i)
|
Claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law;
|
(ii)
|
Claims for workers’ compensation insurance benefits under the terms of any worker’s compensation insurance policy or fund of the Company;
|
(iii)
|
Claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA;
|
(iv)
|
Claims for indemnification under California Labor Code Section 2802, the Company’s Certificate of Incorporation, the Company’s Bylaws, the Delaware General Corporation Law or the Indemnification Agreement (as such term is defined in the Separation Agreement);
|
(v)
|
Executive’s right to bring to the attention of the Equal Employment Opportunity Commission claims of discrimination;
provided
,
however
, that Executive does release Executive’s right to secure any damages for alleged discriminatory treatment;
|
(vi)
|
Claims arising solely out of Executive’s holdings of Company capital stock as of the date hereof;
|
(vii)
|
Any other claim that may not be released by private agreement; and
|
(viii)
|
Any other obligation of the Company that cannot be waived as a matter of law.
|
(i)
|
Executive should consult with an attorney before signing this Release;
|
(ii)
|
Executive has been given at least twenty-one (21) days to consider this Release;
|
(iii)
|
Executive has seven (7) days after signing this Release to revoke it. If Executive wishes to revoke this Release, Executive must deliver notice of Executive’s revocation in writing, no later than 5:00 p.m. on the 7th day following Executive’s execution of this Release to Douglas Sheehy,
|
2.
|
Executive’s Representations
. Executive represents and warrants that:
|
(a)
|
Executive has returned to the Company all Company property in his possession;
|
Dated: _________ __, 2013
|
|
/s/David L. Anton
|
|
|
David L. Anton
|
|
|
CODEXIS, INC.
|
Dated: _________ __, 2013
|
By:
|
/s/Douglas Sheehy
|
|
|
Douglas Sheehy
Senior Vice President, General Counsel and Secretary |
1.
|
Additions and changes made to the contract in this Amendment.
|
1.01
|
Payment for amounts owed by MERCK pursuant to the Agreement shall be made by MERCK to Codexis no more than [*] ([*]) days after the date of receipt of the subject invoice. (sec# 9.1 in the Agreement)
|
1.02
|
These amended payment terms will be effective on October 1
st
2013.
|
2.01
|
Effect of Amendment; Joinder
. Except as expressly changed by this Amendment, the Agreement shall remain in full force and effect in accordance with its stated terms. The Agreement and the Schedules and Exhibits thereto, as amended by this Amendment and all preceding amendments, set forth the entire understanding of the parties with respect to the subject matter thereof. There are no agreements, restrictions, promises, warranties, covenants or undertakings other than those expressly set forth or referred to therein. The Agreement and the Schedules and Exhibits thereto, as amended by this Amendment, supersede all prior agreements and undertakings between the parties with respect to such subject matter.
|
2.02
|
Counterparts
. This Amendment may be executed by the parties in separate counterparts, each of which when so executed and delivered is deemed an original. All such counterparts together constitute but one and the same instrument.
|
2.03
|
Definitions
. All capitalized terms used but not defined in this Amendment shall have the respective definitions assigned to such terms in the Agreement.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Codexis, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ John Nicols
|
John Nicols
|
President and Chief Executive Officer
(principal executive officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Codexis, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ David O'Toole
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David O’Toole
Senior Vice President and Chief Financial Officer
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(principal financial and accounting officer)
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•
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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•
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The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ John Nicols
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John Nicols
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President and Chief Executive Officer
(principal executive officer)
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/s/ David O'Toole
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David O’Toole
Senior Vice President and Chief Financial Officer
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(principal financial and accounting officer)
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