x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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55-0856151
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5885 Hollis Street, Suite 100, Emeryville, California
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94608
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(Address of principal executive office)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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||
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•
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Development and commercialization agreements with an affiliate of Total S.A., or Total, which currently provides funding for our Biofene research program as well as the research and development of our jet and diesel fuels. Under these agreements, we intend to establish one or more joint ventures with Total to commercialize these products.
|
•
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A supply agreement with Petrobras Distribuidora S.A., or Petrobras, under which we sell diesel produced from Biofene to Petrobras who blends our diesel in fuel sold to city bus fleets in São Paulo and Rio de Janeiro, Brazil.
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•
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A joint venture agreement with an affiliate of Cosan Indústria e Comércio S.A., or Cosan, a leading producer of lubricants in Brazil, which established Novvi LLC, or Novvi, for the purpose of developing and commercializing base oils for use in finished lubricants products.
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•
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Development and commercialization agreements with Firmenich SA, or Firmenich, and Givaudan Schweiz AG, or Givaudan, global flavors and fragrances companies, focusing on key ingredients for the flavors and fragrances market.
|
•
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A development agreement with Manufacture Francaise de Pneumatiques Michelin, or Michelin, focusing on development and commercialization of isoprene for use in tires.
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•
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Agreements with several entities for the development of Biofene for various industrial polymer or home and personal care applications, including (i) Kuraray Co., Ltd., or Kuraray, for the use of Biofene in certain polymer products, (ii) M&G Finanziaria S.R.L., or M&G, for use of Biofene in M&G's polyethylene terephthalate (PET) resins incorporated into containers for food, beverages and other products, (iii) Method Products, Inc., or Method, for the use of Biofene in home and personal care products, (iv) The Proctor & Gamble Company, or P&G, for the use of Biofene as an ingredient in certain household products, and (v) Wilmar Trading Pte. Ltd., or Wilmar, for the use of Biofene as a surfactant.
|
•
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For the production of Biofene, contract manufacturing agreements with (i) Biomin do Brasil Nutricão Animal Ltda., or Biomin, related to the use of a facility located in Piracicaba, Brazil, (ii) Antibióticos, S.A., or Antibióticos, for a production facility located in León, Spain, and (iii) Tate & Lyle Ingredients Americas, Inc., or Tate & Lyle, an affiliate of Tate & Lyle PLC in Decatur, IL, to produce Biofene.
|
•
|
For the conversion of Biofene into finished chemical products, agreements with (i) Glycotech, Inc., or Glycotech, related to the conversion of Biofene into squalane (a moisturizing ingredient used in cosmetics and other personal care products),
|
•
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For the future production of Biofene, a manufacturing agreement with Paraíso Bioenergia S.A., or Paraíso Bioenergia, in São Paulo State, Brazil, under which we are constructing fermentation and separation capacity to produce our products.
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•
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Our joint venture with Usina São Martinho, or São Martinho, a subsidiary of São Martinho S.A., one of the largest sugar and ethanol producers in Brazil, pursuant to which we are building our first stand-alone, large-scale production facility at the São Martinho sugar and ethanol mill located in São Paulo state, Brazil.
|
•
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To support the expansion of our large-scale production capacity in Brazil, non-binding letters of intent with several leading Brazilian sugar and ethanol producers, including Usina Alvorada, or Alvorada, Cosan, ETH Bioenergia S.A., or ETH, and Acúcar Guarani S.A., or Acúcar Guarani.
|
•
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A collaboration and joint development agreement with Firmenich, a global flavors and fragrances company headquartered in Geneva, Switzerland. Under this agreement, Firmenich will fund and collaborate with Amyris to produce a sustainable, cost-effective and reliable source of a key ingredient for the flavors and fragrances market. Amyris will manufacture and supply the ingredient to Firmenich, which will market and sell the ingredient or products incorporating the ingredient exclusively in the flavors and fragrance market. Both parties will share in the economic value derived from sales of the ingredient. The agreement also grants Firmenich an option to collaborate with Amyris to develop a second ingredient on similar terms.
|
•
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A co-development agreement with Givaudan, a global flavors and fragrance company headquartered in Vernier, Switzerland. Under the agreement, we will develop a derivative of Biofene to be used as a building block for one of the proprietary fragrance ingredients in Givaudan's palette. Upon achievement of certain success criteria, we will supply Biofene to Givaudan to derive the proprietary ingredient for the global fragrances and flavors market and share in the economic value created from the use of Biofene.
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•
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identifying new target molecules
|
•
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creating new microbial strains capable of producing the target molecule
|
•
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increasing product yield and productivity from microbial strains through strain modification or fermentation improvements
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•
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increasing efficiency of product separation and purification
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•
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continuous translation of these steps from lab to commercial scale production.
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•
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delays or failures in securing licenses, permits or other governmental approvals necessary to build and operate facilities and use our yeast strains to produce products;
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•
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rapid consolidation in the sugar and ethanol industries in Brazil, which could result in a decrease in competition;
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•
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political, economic, diplomatic or social instability in or affecting Brazil;
|
•
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changing interest rates;
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•
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tax burden and policies;
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•
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effects of changes in currency exchange rates;
|
•
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exchange controls and restrictions on remittances abroad;
|
•
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inflation;
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•
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land reform movements;
|
•
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export or import restrictions that limit our ability to move our products out of Brazil or interfere with the import of essential materials into Brazil;
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•
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changes in or interpretations of foreign regulations that may adversely affect our ability to sell our products or repatriate profits to the U.S.;
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•
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tariffs, trade protection measures and other regulatory requirements;
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•
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successful compliance with U.S. and foreign laws that regulate the conduct of business abroad;
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•
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an inability, or reduced ability, to protect our intellectual property in Brazil including any effect of compulsory licensing imposed by government action; and
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•
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difficulties and costs of staffing and managing foreign operations.
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•
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product price;
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•
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product performance and other measures of quality;
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•
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infrastructure compatibility of products;
|
•
|
sustainability; and
|
•
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dependability of supply.
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•
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achievement, or failure to achieve, technology, product development or manufacturing milestones needed to allow us to enter identified markets on a cost effective basis;
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•
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delays or greater than anticipated expenses associated with the completion or commissioning of new production facilities, or the time to ramp up and stabilize production following completion of a new production facility;
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•
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disruptions in the production process at any facility where we produce our products;
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•
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the timing, size and mix of sales to customers for our products;
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•
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increases in price or decreases in availability of feedstock;
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•
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the unavailability of contract manufacturing capacity altogether or at anticipated cost;
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•
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fluctuations in foreign currency exchange rates;
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•
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gains or losses associated with our hedging activities, especially in Amyris Fuels;
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•
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fluctuations in the price of and demand for sugar, ethanol, and petroleum-based and other products for which our products are alternatives;
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•
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seasonal production and sale of our products;
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•
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the effects of competitive pricing pressures, including decreases in average selling prices of our products;
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•
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unanticipated expenses associated with changes in governmental regulations and environmental, health and safety requirements;
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•
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reductions or changes to existing fuel and chemical regulations and policies;
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•
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departure of executives or other key management employees;
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•
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our ability to use our net operating loss carry forwards to offset future taxable income;
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•
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business interruptions such as earthquakes and other natural disasters;
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•
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our ability to integrate businesses that we may acquire;
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•
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risks associated with the international aspects of our business; and
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•
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changes in general economic, industry and market conditions, both domestically and in our foreign markets.
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•
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manage multiple research and development programs;
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•
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operate multiple manufacturing facilities around the world;
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•
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develop and improve our operational, financial and management controls;
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•
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enhance our reporting systems and procedures;
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•
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recruit, train and retain highly skilled personnel;
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•
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develop and maintain our relationships with existing and potential business partners;
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•
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maintain our quality standards; and
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•
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maintain customer satisfaction.
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•
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we or our licensors were the first to make the inventions covered by each of our issued patents and pending patent applications;
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•
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we or our licensors were the first to file patent applications for these inventions;
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•
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others will independently develop similar or alternative technologies or duplicate any of our technologies;
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•
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any of our or our licensors' patents will be valid or enforceable;
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•
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any patents issued to us or our licensors will provide us with any competitive advantages, or will be challenged by third parties;
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•
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we will develop additional proprietary products or technologies that are patentable; or
|
•
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the patents of others will have an adverse effect on our business.
|
•
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infringement and other intellectual property claims, which could be costly and time consuming to litigate, whether or not the claims have merit, and which could delay getting our products to market and divert management attention from our business;
|
•
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substantial damages for past infringement, which we may have to pay if a court determines that our product candidates or technologies infringe a competitor's patent or other proprietary rights;
|
•
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a court prohibiting us from selling or licensing our technologies or future products unless the holder licenses the patent or other proprietary rights to us, which it is not required to do; and
|
•
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if a license is available from a third party, we may have to pay substantial royalties or grant cross licenses to our patents or proprietary rights.
|
•
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fluctuations in our financial results or outlook or those of companies perceived to be similar to us;
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•
|
changes in estimates of our financial results or recommendations by securities analysts;
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•
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changes in market valuations of similar companies;
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•
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changes in the prices of commodities associated with our business such as sugar, ethanol and petroleum;
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•
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changes in our capital structure, such as future issuances of securities or the incurrence of debt;
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•
|
announcements by us or our competitors of significant contracts, acquisitions or strategic alliances;
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•
|
regulatory developments in the U.S., Brazil, and/or other foreign countries;
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•
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litigation involving us, our general industry or both;
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•
|
additions or departures of key personnel;
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•
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investors' general perception of us; and
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•
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changes in general economic, industry and market conditions.
|
•
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staggered board of directors;
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•
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authorizing the board to issue, without stockholder approval, preferred stock with rights senior to those of our common stock;
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•
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authorizing the board to amend our bylaws and to fill board vacancies until the next annual meeting of the stockholders;
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•
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prohibiting stockholder action by written consent;
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•
|
limiting the liability of, and providing indemnification to, our directors and officers;
|
•
|
not authorizing our stockholders to call a special stockholder meeting;
|
•
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eliminating the ability of our stockholders to call special meetings; and
|
•
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requiring advance notification of stockholder nominations and proposals.
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Name
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Age
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|
Position
|
|
Executive Officers:
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|
|
|
|
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John Melo
|
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45
|
|
|
Director, President and Chief Executive Officer
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Jeryl Hilleman
|
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54
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|
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Chief Financial Officer
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Joel Cherry, Ph.D.
|
|
51
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|
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President of Research and Development
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Paulo Diniz
|
|
54
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|
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Chief Executive Officer, Amyris Brasil Ltda.
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Mario Portela
|
|
50
|
|
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President of Global Operations
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Neil Renninger, Ph.D.
|
|
37
|
|
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Chief Technical Officer
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Tamara Tompkins
|
|
47
|
|
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Executive Vice President, General Counsel and Secretary
|
Key Employees:
|
|
|
|
|
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Jack Newman, Ph.D.
|
|
45
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|
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Chief Scientific Officer
|
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Price Range Per Share
|
||||||
|
High
|
|
Low
|
||||
Fiscal 2011
|
|
|
|
||||
Fourth quarter
|
$
|
20.86
|
|
|
$
|
9.90
|
|
Third quarter
|
$
|
28.75
|
|
|
$
|
17.57
|
|
Second quarter
|
$
|
30.78
|
|
|
$
|
24.01
|
|
First quarter
|
$
|
33.99
|
|
|
$
|
26.57
|
|
|
|
|
|
||||
Fiscal 2010
|
|
|
|
||||
Fourth quarter
|
$
|
27.50
|
|
|
$
|
16.91
|
|
Third quarter (commencing September 28, 2010)
|
$
|
17.44
|
|
|
$
|
16.48
|
|
|
9/28/2010
|
|
12/31/2010
|
|
3/31/2011
|
|
6/30/2011
|
|
9/30/2011
|
|
12/31/2011
|
||||||||||||
Amyris, Inc.
|
$
|
100
|
|
|
$
|
162
|
|
|
$
|
173
|
|
|
$
|
170
|
|
|
$
|
123
|
|
|
$
|
70
|
|
S&P SmallCap 600 Index
|
$
|
100
|
|
|
$
|
116
|
|
|
$
|
124
|
|
|
$
|
124
|
|
|
$
|
99
|
|
|
$
|
116
|
|
NASDAQ Clean Edge Green Energy Index
|
$
|
100
|
|
|
$
|
109
|
|
|
$
|
112
|
|
|
$
|
102
|
|
|
$
|
66
|
|
|
$
|
64
|
|
(1)
|
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing of Amyris, Inc. under the Securities Act of 1933, as amended.
|
(1)
|
Includes stock-based compensation expense.
|
|
As of December 31,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
|
(In Thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, investments and restricted cash
|
$
|
103,592
|
|
|
$
|
257,933
|
|
|
$
|
71,716
|
|
|
$
|
52,888
|
|
|
$
|
45,862
|
|
Working capital
|
$
|
47,205
|
|
|
$
|
242,818
|
|
|
$
|
51,062
|
|
|
$
|
32,356
|
|
|
$
|
31,045
|
|
Total assets
|
$
|
320,111
|
|
|
$
|
357,453
|
|
|
$
|
122,159
|
|
|
$
|
98,823
|
|
|
$
|
50,889
|
|
Total indebtedness
(1)
|
$
|
47,660
|
|
|
$
|
12,590
|
|
|
$
|
20,608
|
|
|
$
|
6,747
|
|
|
$
|
655
|
|
Convertible preferred stock warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,740
|
|
|
$
|
2,132
|
|
|
$
|
—
|
|
Convertible preferred stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
179,651
|
|
|
$
|
121,436
|
|
|
$
|
58,126
|
|
Redeemable noncontrolling interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,506
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total equity (deficit)
|
$
|
160,812
|
|
|
$
|
307,548
|
|
|
$
|
(113,745
|
)
|
|
$
|
(52,143
|
)
|
|
$
|
(13,301
|
)
|
(1)
|
Total indebtedness as of
December 31, 2011 and 2010
includes
$6.3 million
and
$5.9 million
, respectively, in capital lease obligations,
$3.1 million
and
$5.7 million
, respectively, in notes payable,
$19.4 million
and
$1.0 million
, respectively, in loan payable, and
$18.9 million
and
zero
, respectively, in credit facility (see Note 5 and Note 6 to our Consolidated Financial Statements).
|
|
|
Years Ended December 31,
|
|||||||
|
|
2011
|
|
2010
|
|
2009
|
|||
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk-free interest rate
|
|
2.3
|
%
|
|
2.5
|
%
|
|
2.8
|
%
|
Expected term (in years)
|
|
5.8
|
|
|
6
|
|
|
6
|
|
Expected volatility
|
|
86
|
%
|
|
96
|
%
|
|
97
|
%
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2011
|
|
2010
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|||||||
Product sales
|
|
$
|
129,837
|
|
|
$
|
68,664
|
|
|
$
|
61,173
|
|
|
89
|
%
|
Grants and collaborations revenue
|
|
17,154
|
|
|
11,647
|
|
|
5,507
|
|
|
47
|
%
|
|||
Total revenues
|
|
$
|
146,991
|
|
|
$
|
80,311
|
|
|
$
|
66,680
|
|
|
83
|
%
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2011
|
|
2010
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Cost of product sales
|
|
$
|
155,615
|
|
|
$
|
70,515
|
|
|
$
|
85,100
|
|
|
121
|
%
|
Research and development
|
|
87,317
|
|
|
55,249
|
|
|
32,068
|
|
|
58
|
%
|
|||
Sales, general and administrative
|
|
83,231
|
|
|
40,393
|
|
|
42,838
|
|
|
106
|
%
|
|||
Restructuring and asset impairment (income) charges
|
|
—
|
|
|
(2,061
|
)
|
|
2,061
|
|
|
(100
|
)%
|
|||
Total cost and operating expenses
|
|
$
|
326,163
|
|
|
$
|
164,096
|
|
|
$
|
162,067
|
|
|
99
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2011
|
|
2010
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
$
|
1,542
|
|
|
$
|
1,540
|
|
|
$
|
2
|
|
|
—
|
%
|
Interest expense
|
|
(1,543
|
)
|
|
(1,443
|
)
|
|
(100
|
)
|
|
7
|
%
|
|||
Other income, net
|
|
214
|
|
|
898
|
|
|
(684
|
)
|
|
(76
|
)%
|
|||
Total other income
|
|
$
|
213
|
|
|
$
|
995
|
|
|
$
|
(782
|
)
|
|
(79
|
)%
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2010
|
|
2009
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|||||||
Product sales
|
|
$
|
68,664
|
|
|
$
|
61,689
|
|
|
$
|
6,975
|
|
|
11
|
%
|
Grants and collaborations revenue
|
|
11,647
|
|
|
2,919
|
|
|
8,728
|
|
|
299
|
%
|
|||
Total revenues
|
|
$
|
80,311
|
|
|
$
|
64,608
|
|
|
$
|
15,703
|
|
|
24
|
%
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2010
|
|
2009
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Cost of product sales
|
|
$
|
70,515
|
|
|
$
|
60,428
|
|
|
$
|
10,087
|
|
|
17
|
%
|
Research and development
|
|
55,249
|
|
|
38,263
|
|
|
16,986
|
|
|
44
|
%
|
|||
Sales, general and administrative
|
|
40,393
|
|
|
23,558
|
|
|
16,835
|
|
|
71
|
%
|
|||
Restructuring and asset impairment (income) charges
|
|
(2,061
|
)
|
|
5,768
|
|
|
(7,829
|
)
|
|
(136
|
)%
|
|||
Total cost and operating expenses
|
|
$
|
164,096
|
|
|
$
|
128,017
|
|
|
$
|
36,079
|
|
|
28
|
%
|
|
|
Years Ended December 31,
|
|
Year-to Year
Change
|
|
Percentage
Change
|
|||||||||
|
|
2010
|
|
2009
|
|
||||||||||
|
|
(Dollars in thousands)
|
|
|
|||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|||||||
Interest income
|
|
$
|
1,540
|
|
|
$
|
448
|
|
|
$
|
1,092
|
|
|
244
|
%
|
Interest expense
|
|
(1,443
|
)
|
|
(1,218
|
)
|
|
(225
|
)
|
|
18
|
%
|
|||
Other income (expense), net
|
|
898
|
|
|
(621
|
)
|
|
1,519
|
|
|
(245
|
)%
|
|||
Total other income (expense)
|
|
$
|
995
|
|
|
$
|
(1,391
|
)
|
|
$
|
2,386
|
|
|
(172
|
)%
|
|
|
December 31,
|
||||||
|
|
2011
|
|
2010
|
||||
|
|
(Dollars in thousands)
|
||||||
Working capital
|
|
$
|
47,205
|
|
|
$
|
242,818
|
|
Cash and cash equivalents and short-term investments
|
|
$
|
103,592
|
|
|
$
|
257,933
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2011
|
|
2010
|
|
2009
|
||||||
|
|
(Dollars in thousands)
|
||||||||||
Net cash used in operating activities
|
|
$
|
(92,496
|
)
|
|
$
|
(64,577
|
)
|
|
$
|
(45,718
|
)
|
Net cash provided by (used in) investing activities
|
|
$
|
5,853
|
|
|
$
|
(79,405
|
)
|
|
$
|
(25,422
|
)
|
Net cash provided by financing activities
|
|
$
|
41,052
|
|
|
$
|
266,687
|
|
|
$
|
71,473
|
|
•
|
a decline of
$154.3 million
in cash, cash equivalents and short-term marketable securities;
|
•
|
an increase of
$35.5 million
in accounts payable and accrued and other current liabilities;
|
•
|
an increase of
$26.1 million
in the current portion of debt.
|
•
|
We will share with FINEP the costs associated with the FINEP Project. At a minimum, we will contribute approximately R$14.5 million Brazilian reais (US
$7.7 million
based on the exchange rate at December 31, 2011) of which R$11.1 million reais to be contributed prior to the release of the second disbursement, which is expected to occur in 2012;
|
•
|
After the release of the first disbursement, prior to any subsequent drawdown from the FINEP Credit Facility, we are required to provide letters of guarantee of up to R$3.3 million reais in aggregate (approximately US
$1.8 million
based on the exchange rate at December 31, 2011);
|
•
|
Amounts released from the FINEP Credit Facility must be completely used by us towards the FINEP Project within 30 months after the contract execution.
|
|
|
Total
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
Thereafter
|
||||||||||||||
Principal payments on long-term debt
|
|
$
|
41,324
|
|
|
$
|
28,050
|
|
|
$
|
2,981
|
|
|
$
|
2,453
|
|
|
$
|
2,480
|
|
|
$
|
2,510
|
|
|
$
|
2,850
|
|
Interest payments on long-term debt, fixed rate
(1)
|
|
4,073
|
|
|
1,455
|
|
|
909
|
|
|
716
|
|
|
510
|
|
|
343
|
|
|
140
|
|
|||||||
Interest payments on long-term debt, variable rate
(2)
|
|
252
|
|
|
252
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Operating leases
|
|
44,981
|
|
|
6,807
|
|
|
6,519
|
|
|
6,598
|
|
|
6,776
|
|
|
6,905
|
|
|
11,376
|
|
|||||||
Principal payments on capital leases
|
|
6,336
|
|
|
3,717
|
|
|
1,365
|
|
|
956
|
|
|
298
|
|
|
—
|
|
|
—
|
|
|||||||
Interest payments on capital leases
|
|
558
|
|
|
382
|
|
|
124
|
|
|
51
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||||
Terminal storage costs
|
|
399
|
|
|
399
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchase obligations
(3) (4)
|
|
35,819
|
|
|
31,609
|
|
|
210
|
|
|
4,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
|
$
|
133,742
|
|
|
$
|
72,671
|
|
|
$
|
12,108
|
|
|
$
|
14,774
|
|
|
$
|
10,065
|
|
|
$
|
9,758
|
|
|
$
|
14,366
|
|
(1)
|
For fixed rate facilities, the interest rates are more fully described in Note 6 of our consolidated financial statements.
|
(2)
|
For variable rate facilities, amounts are based on weighted average interest rate which was 3.5% as of December 31, 2011.
|
(3)
|
Purchase obligations include
$33.8 million
in non-cancelable contractual obligations and construction commitments.
|
(4)
|
On February 24, 2012, the Company entered into a toll manufacturing agreement with Albemarle. This agreement supersedes the original agreement with Albemarle dated July 2011. The term of the agreement continues through December 31, 2019. The agreement includes certain contractually binding fixed costs totaling $7.5 million, which are payable in 2012 and 2014 and fixed costs of $2.0 million per quarter in 2013 if the Company exercises it option to have product manufactured in the facility in 2013. The agreement also includes variable pricing during the contract term.
|
|
Page
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement Schedules:
|
|
|
|
|
December 31,
|
|||||||
|
2011
|
|
2010
|
|||||
Assets
|
|
|
|
|||||
Current assets:
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
95,703
|
|
|
$
|
143,060
|
|
|
Short-term investments
|
7,889
|
|
|
114,873
|
|
|||
Accounts receivable, net of allowance of $245 and zero, respectively
|
6,936
|
|
|
5,215
|
|
|||
Inventories
|
9,070
|
|
|
4,006
|
|
|||
Prepaid expenses and other current assets
|
19,873
|
|
|
2,905
|
|
|||
Total current assets
|
139,471
|
|
|
270,059
|
|
|||
Property and equipment, net
|
128,101
|
|
|
54,847
|
|
|||
Other assets
|
43,001
|
|
|
32,547
|
|
|||
Goodwill and intangible assets
|
9,538
|
|
|
—
|
|
|||
Total assets
|
$
|
320,111
|
|
|
$
|
357,453
|
|
|
Liabilities and Equity
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|||||
Accounts payable
|
$
|
26,379
|
|
|
$
|
7,116
|
|
|
Deferred revenue
|
3,139
|
|
|
565
|
|
|||
Accrued and other current liabilities
|
30,982
|
|
|
14,795
|
|
|||
Capital lease obligation, current portion
|
3,717
|
|
|
2,854
|
|
|||
Debt, current portion
|
28,049
|
|
|
1,911
|
|
|||
Total current liabilities
|
92,266
|
|
|
27,241
|
|
|||
Capital lease obligation, net of current portion
|
2,619
|
|
|
3,091
|
|
|||
Long-term debt, net of current portion
|
13,275
|
|
|
4,734
|
|
|||
Deferred rent, net of current portion
|
9,957
|
|
|
11,186
|
|
|||
Deferred revenue, net of current portion
|
4,097
|
|
|
1,130
|
|
|||
Other liabilities
|
37,085
|
|
|
2,523
|
|
|||
Total liabilities
|
159,299
|
|
|
49,905
|
|
|||
Commitments and contingencies (Note 5)
|
|
|
|
|||||
Stockholders’ equity:
|
|
|
|
|||||
Preferred stock - $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding
|
—
|
|
|
—
|
|
|||
Common stock - $0.0001 par value, 100,000,000 shares authorized as of December 31, 2011 and 2011; 45,933,138 and 43,847,425 shares issued and outstanding as of December 31, 2011 and 2010, respectively
|
5
|
|
|
4
|
|
|||
Additional paid-in capital
|
548,159
|
|
|
506,988
|
|
|||
Accumulated other comprehensive income (loss)
|
(5,924
|
)
|
|
2,872
|
|
|||
Accumulated deficit
|
(381,188
|
)
|
|
(202,318
|
)
|
|||
Total Amyris, Inc. stockholders’ equity
|
161,052
|
|
|
307,546
|
|
|||
Noncontrolling interest
|
(240
|
)
|
2,000
|
|
2
|
|
||
Total stockholders' equity
|
160,812
|
|
|
307,548
|
|
|||
Total liabilities and stockholders' equity
|
$
|
320,111
|
|
|
$
|
357,453
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Revenues
|
|
|
|
|
|
||||||
Product sales
|
$
|
129,837
|
|
|
$
|
68,664
|
|
|
$
|
61,689
|
|
Grants and collaborations revenue
|
17,154
|
|
|
11,647
|
|
|
2,919
|
|
|||
Total revenues
|
146,991
|
|
|
80,311
|
|
|
64,608
|
|
|||
Cost and operating expenses
|
|
|
|
|
|
||||||
Cost of product sales
|
155,615
|
|
|
70,515
|
|
|
60,428
|
|
|||
Research and development
|
87,317
|
|
|
55,249
|
|
|
38,263
|
|
|||
Sales, general and administrative
|
83,231
|
|
|
40,393
|
|
|
23,558
|
|
|||
Restructuring and asset impairment (income) charges
|
—
|
|
|
(2,061
|
)
|
|
5,768
|
|
|||
Total cost and operating expenses
|
326,163
|
|
|
164,096
|
|
|
128,017
|
|
|||
Loss from operations
|
(179,172
|
)
|
|
(83,785
|
)
|
|
(63,409
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
1,542
|
|
|
1,540
|
|
|
448
|
|
|||
Interest expense
|
(1,543
|
)
|
|
(1,443
|
)
|
|
(1,218
|
)
|
|||
Other income (expense), net
|
214
|
|
|
898
|
|
|
(621
|
)
|
|||
Total other income (expense)
|
213
|
|
|
995
|
|
|
(1,391
|
)
|
|||
Loss before income taxes
|
(178,959
|
)
|
|
(82,790
|
)
|
|
(64,800
|
)
|
|||
Provision for income taxes
|
(552
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss
|
$
|
(179,511
|
)
|
|
$
|
(82,790
|
)
|
|
$
|
(64,800
|
)
|
Net loss attributable to noncontrolling interest
|
641
|
|
|
920
|
|
|
341
|
|
|||
Net loss attributable to Amyris, Inc.
|
$
|
(178,870
|
)
|
|
$
|
(81,870
|
)
|
|
$
|
(64,459
|
)
|
Deemed dividend related to a beneficial conversion feature
|
—
|
|
|
(42,009
|
)
|
|
—
|
|
|||
Net loss attributable to Amyris, Inc. common stockholders
|
$
|
(178,870
|
)
|
|
$
|
(123,879
|
)
|
|
$
|
(64,459
|
)
|
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(3.99
|
)
|
|
$
|
(8.35
|
)
|
|
$
|
(13.56
|
)
|
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted
|
44,799,056
|
|
|
14,840,253
|
|
|
4,753,085
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Comprehensive loss:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(179,511
|
)
|
|
$
|
(82,790
|
)
|
|
$
|
(64,800
|
)
|
Change in unrealized loss on investments
|
(5
|
)
|
|
2
|
|
|
(84
|
)
|
|||
Foreign currency translation adjustment, net of tax
|
(8,761
|
)
|
|
1,751
|
|
|
1,888
|
|
|||
Total comprehensive loss
|
(188,277
|
)
|
|
(81,037
|
)
|
|
(62,996
|
)
|
|||
Loss attributable to noncontrolling interest
|
641
|
|
|
920
|
|
|
341
|
|
|||
Foreign currency translation adjustment attributable to noncontrolling interest
|
(30
|
)
|
|
(217
|
)
|
|
—
|
|
|||
Comprehensive loss attributable to Amyris, Inc.
|
$
|
(187,666
|
)
|
|
$
|
(80,334
|
)
|
|
$
|
(62,655
|
)
|
|
Convertible
Preferred Stock
|
|
Redeemable
Noncontrolling
Interest
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interest
|
|
Total
Equity
(Deficit)
|
||||||||||||||||||||||
(In Thousands, Except Share and Per Share Amounts)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||||
December 31, 2008
|
13,681,658
|
|
|
$
|
121,436
|
|
|
$
|
—
|
|
|
5,015,576
|
|
|
$
|
1
|
|
|
$
|
3,164
|
|
|
$
|
(55,989
|
)
|
|
$
|
(468
|
)
|
|
$
|
1,149
|
|
|
$
|
(52,143
|
)
|
Issuance of Series B-1 convertible preferred stock at $25.26 per share for cash, net of issuance costs of $103
|
76,880
|
|
|
1,840
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Series C convertible preferred stock at $12.46 per share for cash, net of issuance costs of $956
|
4,606,684
|
|
|
56,443
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of warrants in connection with issuance of Series B-1 convertible preferred stock
|
—
|
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock upon exercise of stock options, net of restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
127,515
|
|
|
—
|
|
|
284
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
284
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,886
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,299
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,299
|
|
||||||||
Proceeds from redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
5,626
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,372
|
)
|
|
—
|
|
|
—
|
|
|
(928
|
)
|
|
(2,300
|
)
|
||||||||
Change in unrealized loss on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
(84
|
)
|
||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,888
|
|
|
—
|
|
|
1,888
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
(120
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,459
|
)
|
|
—
|
|
|
(221
|
)
|
|
(64,680
|
)
|
||||||||
December 31, 2009
|
18,365,222
|
|
|
$
|
179,651
|
|
|
$
|
5,506
|
|
|
5,114,205
|
|
|
$
|
1
|
|
|
$
|
5,366
|
|
|
$
|
(120,448
|
)
|
|
$
|
1,336
|
|
|
$
|
—
|
|
|
$
|
(113,745
|
)
|
|
Convertible
Preferred Stock
|
|
Redeemable
Noncontrolling
Interest
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interest
|
|
Total
Equity
(Deficit)
|
||||||||||||||||||||||
(In Thousands, Except Share and Per Share
Amounts)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||||
December 31, 2009
|
18,365,222
|
|
|
$
|
179,651
|
|
|
$
|
5,506
|
|
|
5,114,205
|
|
|
$
|
1
|
|
|
$
|
5,366
|
|
|
$
|
(120,448
|
)
|
|
$
|
1,336
|
|
|
$
|
—
|
|
|
$
|
(113,745
|
)
|
Issuance of Series C convertible preferred stock at $12.46 per shares for cash, net of issuance costs of $5
|
295,981
|
|
|
3,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Series C-1 convertible preferred stock at $17.56 per shares for cash, net of issuance costs of $68
|
2,724,766
|
|
|
47,779
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of Series D convertible preferred stock at $18.75 per shares for cash and deferred charge asset of $27,909, net of issuance costs of $258
|
7,101,548
|
|
|
160,805
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of warrants in connection with issuance of Series C convertible preferred stock
|
—
|
|
|
(507
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock upon exercise of stock options, net of restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
60,883
|
|
|
—
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
277
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,367
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Shares issued from restricted stock unit settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
176,272
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,432
|
|
||||||||
Proceeds from noncontrolling interest
|
—
|
|
|
—
|
|
|
7,041
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
||||||||
Common stock issuance in public offering, net of issuance costs (Note 10)
|
—
|
|
|
—
|
|
|
—
|
|
|
6,095,000
|
|
|
—
|
|
|
85,534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,534
|
|
||||||||
Conversion of convertible preferred stock to common stock
|
(28,487,517
|
)
|
|
(391,411
|
)
|
|
—
|
|
|
31,550,277
|
|
|
3
|
|
|
391,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
391,411
|
|
||||||||
Conversion of convertible preferred stock warrants to common stock warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,318
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,318
|
|
||||||||
Conversion of shares of Amyris Brasil S.A. shares into common stock
|
—
|
|
|
—
|
|
|
(11,870
|
)
|
|
861,155
|
|
|
—
|
|
|
11,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,653
|
|
||||||||
Beneficial conversion feature on issuance of Series D convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,292
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,292
|
|
||||||||
Deemed dividend related to the beneficial conversion feature of Series D convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,292
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,292
|
)
|
||||||||
Beneficial conversion feature on conversion of Amyris Brasil S.A. shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,717
|
|
||||||||
Deemed dividend related to the beneficial conversion feature of Amyris Brasil S.A. shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,717
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,717
|
)
|
||||||||
Change in unrealized loss on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
217
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,534
|
|
|
—
|
|
|
1,534
|
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
(894
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,870
|
)
|
|
—
|
|
|
(26
|
)
|
|
(81,896
|
)
|
||||||||
December 31, 2010
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
43,847,425
|
|
|
$
|
4
|
|
|
$
|
506,988
|
|
|
$
|
(202,318
|
)
|
|
$
|
2,872
|
|
|
$
|
2
|
|
|
$
|
307,548
|
|
|
Convertible
Preferred Stock
|
|
Redeemable
Noncontrolling
Interest
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interest
|
|
Total
Equity
(Deficit)
|
||||||||||||||||||||||
(In Thousands, Except Share and Per Share Amounts)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||||||||
December 31, 2010
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
43,847,425
|
|
|
$
|
4
|
|
|
$
|
506,988
|
|
|
$
|
(202,318
|
)
|
|
$
|
2,872
|
|
|
$
|
2
|
|
|
$
|
307,548
|
|
Issuance of common stock upon exercise of stock options, net of restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
1,641,439
|
|
|
1
|
|
|
8,491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,492
|
|
||||||||
Issuance of common stock upon net exercise of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
77,087
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Issuance of common stock warrants in connection with equipment financing
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
193
|
|
||||||||
Issuance of common stock in connection with Draths business acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
362,319
|
|
|
—
|
|
|
7,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,000
|
|
||||||||
Shares issued from restricted stock unit settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
6,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,137
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,492
|
|
||||||||
Fair value of assets and liabilities assigned to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
369
|
|
|
369
|
|
||||||||
Change in unrealized loss on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
||||||||
Foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,791
|
)
|
|
30
|
|
|
(8,761
|
)
|
||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178,870
|
)
|
|
—
|
|
|
(641
|
)
|
|
(179,511
|
)
|
||||||||
December 31, 2011
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
45,933,138
|
|
|
$
|
5
|
|
|
$
|
548,159
|
|
|
$
|
(381,188
|
)
|
|
$
|
(5,924
|
)
|
|
$
|
(240
|
)
|
|
$
|
160,812
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(179,511
|
)
|
|
$
|
(82,790
|
)
|
|
$
|
(64,800
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
11,077
|
|
|
7,280
|
|
|
5,775
|
|
|||
Inventory write-down to net realizable value
|
15,353
|
|
|
—
|
|
|
—
|
|
|||
Loss on disposal of property and equipment
|
52
|
|
|
205
|
|
|
12
|
|
|||
Stock-based compensation
|
25,492
|
|
|
10,432
|
|
|
3,299
|
|
|||
Amortization of premium on investments
|
630
|
|
|
1,557
|
|
|
191
|
|
|||
Provision for doubtful accounts
|
245
|
|
|
—
|
|
|
—
|
|
|||
Change in fair value of convertible preferred stock warrant liability
|
—
|
|
|
(929
|
)
|
|
445
|
|
|||
Restructuring and asset impairment (income) charges
|
—
|
|
|
(2,061
|
)
|
|
356
|
|
|||
Other noncash expenses
|
40
|
|
|
116
|
|
|
281
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(1,975
|
)
|
|
(3,565
|
)
|
|
(585
|
)
|
|||
Inventories
|
(20,680
|
)
|
|
(1,708
|
)
|
|
(878
|
)
|
|||
Prepaid expenses and other assets
|
(17,250
|
)
|
|
1,133
|
|
|
972
|
|
|||
Accounts payable
|
15,648
|
|
|
3,478
|
|
|
(997
|
)
|
|||
Restructuring
|
—
|
|
|
(511
|
)
|
|
5,078
|
|
|||
Accrued and other long-term liabilities
|
53,894
|
|
|
1,175
|
|
|
4,470
|
|
|||
Deferred revenue
|
5,542
|
|
|
1,316
|
|
|
378
|
|
|||
Deferred rent
|
(1,053
|
)
|
|
295
|
|
|
285
|
|
|||
Net cash used in operating activities
|
(92,496
|
)
|
|
(64,577
|
)
|
|
(45,718
|
)
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchase of short-term investments
|
(67,556
|
)
|
|
(189,486
|
)
|
|
(47,996
|
)
|
|||
Maturities of short-term investments
|
105,000
|
|
|
100,711
|
|
|
31,690
|
|
|||
Sales of short-term investments
|
68,106
|
|
|
28,374
|
|
|
250
|
|
|||
Purchases of long-term investments
|
—
|
|
|
(7,998
|
)
|
|
—
|
|
|||
Change in restricted cash
|
—
|
|
|
4,506
|
|
|
(1,758
|
)
|
|||
Payments for business acquisitions
|
(2,934
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of cash in noncontrolling interest
|
344
|
|
|
—
|
|
|
—
|
|
|||
Investment in unconsolidated joint venture
|
(83
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of property and equipment, net of disposals
|
(81,917
|
)
|
|
(10,906
|
)
|
|
(7,608
|
)
|
|||
Deposits on property and equipment
|
(15,107
|
)
|
|
(4,606
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
5,853
|
|
|
(79,405
|
)
|
|
(25,422
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Proceeds from issuance of convertible preferred stock, net
|
—
|
|
|
184,360
|
|
|
58,283
|
|
|||
Proceeds from issuance of common stock, net of repurchases
|
8,445
|
|
|
231
|
|
|
113
|
|
|||
Purchase of noncontrolling interest
|
—
|
|
|
—
|
|
|
(2,300
|
)
|
|||
Proceeds from equipment financing
|
3,000
|
|
|
1,445
|
|
|
4,763
|
|
|||
Principal payments on capital leases
|
(2,835
|
)
|
|
(2,728
|
)
|
|
(1,134
|
)
|
|||
Proceeds from debt
|
37,957
|
|
|
—
|
|
|
9,643
|
|
|||
Principal payments on debt
|
(5,018
|
)
|
|
(9,722
|
)
|
|
(985
|
)
|
|||
Proceeds from issuance of common stock in initial public offering, net
|
(497
|
)
|
|
86,032
|
|
|
—
|
|
|||
Proceeds from sale of noncontrolling interest
|
—
|
|
|
7,069
|
|
|
3,090
|
|
|||
Net cash provided by financing activities
|
41,052
|
|
|
266,687
|
|
|
71,473
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1,766
|
)
|
|
1,167
|
|
|
956
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(47,357
|
)
|
|
123,872
|
|
|
1,289
|
|
|||
Cash and cash equivalents at beginning of period
|
143,060
|
|
|
19,188
|
|
|
17,899
|
|
|||
Cash and cash equivalents at end of period
|
$
|
95,703
|
|
|
$
|
143,060
|
|
|
$
|
19,188
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
1,412
|
|
|
$
|
1,378
|
|
|
$
|
1,204
|
|
Cash paid for income taxes, net of refunds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27
|
|
Supplemental disclosures of noncash investing and financing activities:
|
|
|
|
|
|
||||||
Stock receivable for noncontrolling interest
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,536
|
|
Additions to property and equipment under notes payable
|
$
|
—
|
|
|
$
|
2,647
|
|
|
$
|
1,038
|
|
Acquisitions of assets under accounts payable and accrued liabilities
|
$
|
3,177
|
|
|
$
|
5,631
|
|
|
$
|
20
|
|
Financing of equipment
|
$
|
3,420
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Warrants issued in connection with equipment financing
|
$
|
193
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financing of insurance premium under notes payable
|
$
|
—
|
|
|
$
|
101
|
|
|
$
|
378
|
|
Change in unrealized gain (loss) on investments
|
$
|
(5
|
)
|
|
$
|
3
|
|
|
$
|
(84
|
)
|
Change in unrealized gain (loss) on foreign currency
|
$
|
(7,905
|
)
|
|
$
|
(623
|
)
|
|
$
|
—
|
|
Asset retirement obligation
|
$
|
174
|
|
|
$
|
115
|
|
|
$
|
—
|
|
Warrants issued in connection with the issuance of convertible preferred stock
|
$
|
—
|
|
|
$
|
507
|
|
|
$
|
68
|
|
Accrued deferred offering costs
|
$
|
—
|
|
|
$
|
496
|
|
|
$
|
—
|
|
Financing of rent payments under notes payable
|
$
|
—
|
|
|
$
|
239
|
|
|
$
|
—
|
|
Deferred charge asset related to the issuance of Series D preferred stock
|
$
|
—
|
|
|
$
|
27,909
|
|
|
$
|
—
|
|
Receivable from stock option exercises
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
Issuance of common stock upon exercise of warrants
|
$
|
3,554
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of common stock related to business acquisition
|
$
|
7,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Conversion of convertible preferred stock to common stock
|
$
|
—
|
|
|
$
|
391,411
|
|
|
$
|
—
|
|
Conversion of preferred stock warrants to common stock warrants
|
$
|
—
|
|
|
$
|
2,318
|
|
|
$
|
—
|
|
Conversion of shares of Amyris Brasil S.A. held by third parties into Amyris, Inc. common stock
|
$
|
—
|
|
|
$
|
11,653
|
|
|
$
|
—
|
|
Deemed dividend related to a beneficial conversion feature
|
$
|
—
|
|
|
$
|
42,009
|
|
|
$
|
—
|
|
Transfer of fixed assets to current assets
|
$
|
886
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Transfer of long term deposits to fixed assets
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition of net assets in noncontrolling interest
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Reclassification of long-term investments to short-term investments
|
$
|
—
|
|
|
$
|
7,998
|
|
|
$
|
—
|
|
(1)
|
Prior year customers representing 10% or greater of accounts receivable now includes grants and collaboration customers to conform with current period presentation. Such reclassification did not change previously reported consolidated financial statements.
|
(1)
|
Prior year customers representing 10% or greater of revenues now includes grants and collaboration customers to conform with current period presentation. Such reclassification did not change previously reported consolidated financial statements.
|
Balance at December 31, 2009
|
$
|
746
|
|
Additions
|
141
|
|
|
Foreign currency impacts and other adjustments
|
5
|
|
|
Accretion expenses recorded during the period
|
92
|
|
|
Balance at December 31, 2010
|
984
|
|
|
Additions
|
166
|
|
|
Foreign currency impacts and other adjustments
|
(133
|
)
|
|
Accretion expenses recorded during the period
|
112
|
|
|
Balance at December 31, 2011
|
$
|
1,129
|
|
Machinery and equipment
|
7-15 years
|
Computers and software
|
3-5 years
|
Furniture and office equipment
|
5 years
|
Vehicles
|
5 years
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Foreign currency translation adjustment, net of tax
|
$
|
(5,924
|
)
|
|
$
|
2,867
|
|
Accumulated unrealized gain on investment
|
—
|
|
|
5
|
|
||
Total accumulated other comprehensive income (loss)
|
$
|
(5,924
|
)
|
|
$
|
2,872
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss attributable to Amyris, Inc. common stockholders
|
$
|
(178,870
|
)
|
|
$
|
(123,879
|
)
|
|
$
|
(64,459
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted
|
44,799,056
|
|
|
14,840,253
|
|
|
4,753,085
|
|
|||
Net loss per share attributable to common stockholders, basic and diluted
|
$
|
(3.99
|
)
|
|
$
|
(8.35
|
)
|
|
$
|
(13.56
|
)
|
|
Years Ended December 31,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Convertible preferred stock (as converted basis)•
|
—
|
|
|
—
|
|
|
18,878,526
|
|
Period-end stock options to purchase common stock
|
8,377,016
|
|
|
7,274,637
|
|
|
4,446,894
|
|
Period-end common stock subject to repurchase
|
7,929
|
|
|
33,396
|
|
|
132,038
|
|
Convertible preferred stock warrants (as converted basis)•
|
—
|
|
|
—
|
|
|
146,447
|
|
Period-end common stock warrants
|
26,223
|
|
|
195,604
|
|
|
—
|
|
Period-end restricted stock units
|
375,189
|
|
|
—
|
|
|
50,000
|
|
Total
|
8,786,357
|
|
|
7,503,637
|
|
|
23,653,905
|
|
•
|
The convertible preferred stock and convertible preferred stock warrants were computed on an as converted basis using the conversion
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balance as of December 31, 2011
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
57,127
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
57,127
|
|
Certificates of Deposit
|
27,384
|
|
|
—
|
|
|
—
|
|
|
27,384
|
|
||||
US Government agency securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total financial assets
|
$
|
84,511
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84,511
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Total financial liabilities
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
Identical
Assets
(Level 1)
|
|
Observable
Inputs
(Level 2)
|
|
Unobservable
Inputs
(Level 3)
|
|
Balance as of December 31, 2010
|
||||||||
Financial Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
124,228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124,228
|
|
Certificates of Deposit
(1)
|
9,238
|
|
|
—
|
|
|
—
|
|
|
9,238
|
|
||||
US Government agency securities
|
—
|
|
|
105,635
|
|
|
—
|
|
|
105,635
|
|
||||
Total financial assets
|
$
|
133,466
|
|
|
$
|
105,635
|
|
|
$
|
—
|
|
|
$
|
239,101
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
324
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
324
|
|
Total financial liabilities
|
$
|
324
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
324
|
|
(1)
|
Prior year fair value hierarchy now includes certificates of deposits to conform with current period presentation. Such reclassification did not change previously reported consolidated financial statements.
|
|
Auction Rate
Securities
|
|
Put Option
|
||||
Fair value as of December 31, 2009
|
$
|
11,235
|
|
|
$
|
1,465
|
|
Redemption at par
|
(12,700
|
)
|
|
—
|
|
||
Change in fair value recorded in other income (expense), net
|
1,465
|
|
|
(1,465
|
)
|
||
Fair value as of December 31, 2010
|
—
|
|
|
—
|
|
||
Redemption at par
|
—
|
|
|
—
|
|
||
Change in fair value recorded in other income (expense), net
|
—
|
|
|
—
|
|
||
Fair value as of December 31, 2011
|
$
|
—
|
|
|
$
|
—
|
|
Fair value as of December 31, 2009
|
$
|
2,740
|
|
Fair value of warrants issued
|
507
|
|
|
Fair value of cancelled award
|
(929
|
)
|
|
Change in fair value recorded in other income (expense), net
|
(2,318
|
)
|
|
Fair value as of December 31, 2010
|
$
|
—
|
|
|
|
Asset/Liability as of
|
|||||||||||
|
|
December 31, 2011
|
|
December 31, 2010
|
|||||||||
Type of Derivative Contract
|
|
Quantity of
Short
Contracts
|
|
Fair Value
|
|
Quantity of
Short
Contracts
|
|
Fair Value
|
|||||
Regulated fixed price futures contracts, included as asset in prepaid expenses and other current assets
|
|
—
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Regulated fixed price futures contracts, included as liability in accounts payable
|
|
22
|
|
$
|
18
|
|
|
92
|
|
|
$
|
324
|
|
|
|
Income
Statement Classification
|
Years Ended December 31,
|
||||||||
Type of Derivative Contract
|
|
2011
|
|
2010
|
|
2009
|
|||||
|
|
|
Gain (Loss) Recognized
|
||||||||
Regulated fixed price futures contracts
|
|
Cost of product sales
|
$(2,365)
|
|
$
|
(2,225
|
)
|
|
$
|
(1,910
|
)
|
|
December 31, 2011
|
||||||||||
|
Amortized
Cost
|
|
Unrealized Gain
(Loss)
|
|
Fair Value
|
||||||
Short-Term Investments
|
|
|
|
|
|
||||||
Certificates of Deposit
|
7,889
|
|
|
—
|
|
|
7,889
|
|
|||
Total short-term investments
|
$
|
7,889
|
|
|
$
|
—
|
|
|
$
|
7,889
|
|
|
December 31, 2010
|
||||||||||
|
Amortized
Cost
|
|
Unrealized Gain
(Loss)
|
|
Fair Value
|
||||||
Short-Term Investments
|
|
|
|
|
|
||||||
US Government agency securities
|
$
|
105,630
|
|
|
$
|
5
|
|
|
$
|
105,635
|
|
Certificates of Deposit
|
9,238
|
|
|
—
|
|
|
9,238
|
|
|||
Total short-term investments
|
$
|
114,868
|
|
|
$
|
5
|
|
|
$
|
114,873
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Raw materials
|
$
|
2,191
|
|
|
$
|
—
|
|
Work-in-process
|
1,237
|
|
|
—
|
|
||
Finished goods
|
5,642
|
|
|
4,006
|
|
||
Inventories, net
|
$
|
9,070
|
|
|
$
|
4,006
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Advances to contract manufacturers
(1)
|
$
|
10,748
|
|
|
$
|
—
|
|
Manufacturing catalysts
|
3,929
|
|
|
—
|
|
||
Interest receivable
|
—
|
|
|
744
|
|
||
Recoverable VAT and other taxes
|
2,193
|
|
|
24
|
|
||
Margin deposits on derivative instruments
|
—
|
|
|
373
|
|
||
Other
|
3,003
|
|
|
1,764
|
|
||
Prepaid and other current assets
|
$
|
19,873
|
|
|
$
|
2,905
|
|
(1)
|
At December 31, 2011, this amount includes
$748,000
of the current unamortized portion of equipment costs funded by the Company to a contract manufacturer. The related amortization is being offset against purchases of inventory.
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Leasehold improvements
|
$
|
40,011
|
|
|
$
|
29,445
|
|
Machinery and equipment
|
59,657
|
|
|
22,115
|
|
||
Computers and software
|
6,491
|
|
|
5,225
|
|
||
Furniture and office equipment
|
2,223
|
|
|
1,486
|
|
||
Vehicles
|
596
|
|
|
493
|
|
||
Construction in progress
|
45,318
|
|
|
12,431
|
|
||
|
$
|
154,296
|
|
|
71,195
|
|
|
Less: accumulated depreciation and amortization
|
(26,195
|
)
|
|
(16,348
|
)
|
||
Property and equipment, net
|
$
|
128,101
|
|
|
$
|
54,847
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Deferred charge asset
(1)
|
$
|
18,792
|
|
|
$
|
27,631
|
|
Deposits on property and equipment, including taxes
|
17,455
|
|
|
4,556
|
|
||
Advances to contract manufacturers, net of current portion
(2)
|
2,866
|
|
|
—
|
|
||
Recoverable taxes on purchased property and equipment
|
2,075
|
|
|
—
|
|
||
Other
|
1,813
|
|
|
360
|
|
||
Total other assets
|
$
|
43,001
|
|
|
$
|
32,547
|
|
(1)
|
The deferred charge asset relates to the collaboration agreement between the Company and Total (see Note 9).
|
(2)
|
At December 31, 2011, the amount of
$2.9 million
relates to the non-current unamortized portion of equipment costs funded by the Company to a contract manufacturer. The related amortization is being offset against purchases of inventory.
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Professional services
|
$
|
4,384
|
|
|
$
|
3,552
|
|
Accrued vacation
|
2,761
|
|
|
1,996
|
|
||
Payroll and related expenses
|
6,343
|
|
|
2,729
|
|
||
Construction in progress
|
4,992
|
|
|
2,227
|
|
||
Tax-related liabilities
|
2,180
|
|
|
1,273
|
|
||
Deferred rent, current portion
|
1,274
|
|
|
1,099
|
|
||
Customer advances
|
3,667
|
|
|
—
|
|
||
Refundable exercise price on early exercise of stock options
|
30
|
|
|
70
|
|
||
Other
|
5,351
|
|
|
1,849
|
|
||
Total accrued and other current liabilities
|
$
|
30,982
|
|
|
$
|
14,795
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Contingently repayable advance from related party collaborator
(1)
|
$
|
31,922
|
|
|
$
|
—
|
|
Bonus payable to contract manufacturer, non-current
|
2,500
|
|
|
—
|
|
||
Deferred rent obligation (See Note 6)
|
—
|
|
|
1,088
|
|
||
Asset retirement obligations
|
1,129
|
|
|
984
|
|
||
Other
|
1,534
|
|
|
451
|
|
||
Total other liabilities
|
$
|
37,085
|
|
|
$
|
2,523
|
|
(1)
|
The contingently repayable advance from related party collaborator relates to the collaboration agreement between the Company and Total.
|
Years ending December 31:
|
Sales/Leaseback
|
||
2012
|
$
|
1,190
|
|
2013
|
1,098
|
|
|
2014
|
1,006
|
|
|
2015
|
300
|
|
|
2016
|
—
|
|
|
Thereafter
|
—
|
|
|
Total future minimum lease payments
|
3,594
|
|
|
Less: amount representing interest
|
(349
|
)
|
|
Present value of minimum lease payments
|
3,245
|
|
|
Less: current portion
|
(1,010
|
)
|
|
Long-term portion
|
$
|
2,235
|
|
Years ending December 31:
|
Capital Leases
|
||
2012
|
$
|
4,099
|
|
2013
|
1,489
|
|
|
2014
|
1,006
|
|
|
2015
|
300
|
|
|
2016
|
—
|
|
|
Thereafter
|
—
|
|
|
Total future minimum lease payments
|
6,894
|
|
|
Less: amount representing interest
|
(558
|
)
|
|
Present value of minimum lease payments
|
6,336
|
|
|
Less: current portion
|
(3,717
|
)
|
|
Long-term portion
|
$
|
2,619
|
|
Years ending December 31:
|
Operating
Leases -
Facilities
|
|
Operating
Leases -
Land
|
|
Operating
Leases -
Equipment
|
|
Total
Operating
Leases
|
||||||||
2012
|
$
|
6,590
|
|
|
$
|
201
|
|
|
$
|
16
|
|
|
$
|
6,807
|
|
2013
|
6,318
|
|
|
201
|
|
|
—
|
|
|
6,519
|
|
||||
2014
|
6,397
|
|
|
201
|
|
|
—
|
|
|
6,598
|
|
||||
2015
|
6,575
|
|
|
201
|
|
|
—
|
|
|
6,776
|
|
||||
2016
|
6,704
|
|
|
201
|
|
|
—
|
|
|
6,905
|
|
||||
Thereafter
|
9,238
|
|
|
2,138
|
|
|
—
|
|
|
11,376
|
|
||||
Total future minimum lease payments
|
$
|
41,822
|
|
|
$
|
3,143
|
|
|
$
|
16
|
|
|
$
|
44,981
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Credit facilities
|
$
|
18,852
|
|
|
$
|
—
|
|
Notes payable
|
3,113
|
|
|
5,668
|
|
||
Loans payable
|
19,359
|
|
|
977
|
|
||
Total debt
|
41,324
|
|
|
6,645
|
|
||
Less: current portion
|
(28,049
|
)
|
|
(1,911
|
)
|
||
Long-term debt
|
$
|
13,275
|
|
|
$
|
4,734
|
|
•
|
The Company will share with FINEP the costs associated with the FINEP Project. At a minimum, the Company will contribute from its own funds approximately R
$14.5 million
reais (US
$7.7 million
based on the exchange rate at
December 31, 2011
) of which the Company expects R
$11.1 million
reais to be contributed prior to the release of the second disbursement, which is expected to occur in 2012;
|
•
|
After the release of the first disbursement, prior to any subsequent drawdown from the FINEP Credit Facility, the Company is required to provide bank letters of guarantee of up to R
$3.3 million
reais in aggregate (approximately US
$1.8 million
based on the exchange rate at
December 31, 2011
);
|
•
|
Amounts released from the FINEP Credit Facility must be completely used by the Company towards the FINEP Project within
30
months after the contract execution.
|
Years ending December 31:
|
Notes Payable
|
|
Loans Payable
|
|
Credit Facility
|
||||||
2012
|
$
|
1,405
|
|
|
$
|
19,495
|
|
|
$
|
8,857
|
|
2013
|
770
|
|
|
187
|
|
|
2,933
|
|
|||
2014
|
355
|
|
|
45
|
|
|
2,769
|
|
|||
2015
|
355
|
|
|
45
|
|
|
2,590
|
|
|||
2016
|
355
|
|
|
45
|
|
|
2,453
|
|
|||
Thereafter
|
480
|
|
|
44
|
|
|
2,466
|
|
|||
Total future minimum payments
|
3,720
|
|
|
19,861
|
|
|
22,068
|
|
|||
Less: amount representing interest
|
(607
|
)
|
|
(502
|
)
|
|
(3,216
|
)
|
|||
Present value of minimum debt payments
|
3,113
|
|
|
19,359
|
|
|
18,852
|
|
|||
Less: current portion
|
(1,217
|
)
|
|
(19,038
|
)
|
|
(7,794
|
)
|
|||
Noncurrent portion of debt
|
$
|
1,896
|
|
|
$
|
321
|
|
|
$
|
11,058
|
|
Balance as of December 31, 2009
|
$
|
5,506
|
|
Proceeds from redeemable noncontrolling interest
|
7,041
|
|
|
Conversion of shares of Amyris Brasil S.A. subsidiary held by third parties into common stock
|
(11,870
|
)
|
|
Foreign currency translation adjustment
|
217
|
|
|
Net loss
|
(894
|
)
|
|
Balance as of December 31, 2010
|
$
|
—
|
|
|
2011
|
|
2010
|
||||
Balance at January 1
|
$
|
2
|
|
|
$
|
—
|
|
Addition to noncontrolling interest
|
369
|
|
|
28
|
|
||
Foreign currency translation adjustment
|
30
|
|
|
—
|
|
||
Loss attributable to noncontrolling interest
|
(641
|
)
|
|
(26
|
)
|
||
Balance at December 31
|
$
|
(240
|
)
|
|
$
|
2
|
|
Purchase Consideration:
|
|
|
||
(in thousands)
|
|
|
||
Fair value of common stock issued to Draths
|
|
$
|
7,000
|
|
Cash paid to Draths
|
|
2,934
|
|
|
Total purchase consideration
|
|
$
|
9,934
|
|
Allocation of Purchase Price:
|
|
|
||
(in thousands)
|
|
|
||
Property and Equipment
|
|
$
|
713
|
|
Other
|
|
101
|
|
|
In-process research and development
|
|
8,560
|
|
|
Goodwill
|
|
560
|
|
|
Total purchase consideration
|
|
$
|
9,934
|
|
|
September 30,
2010
|
|
|
December 31,
2009
|
|
Expected dividend yield
|
0
|
%
|
|
0
|
%
|
Risk-free interest rate
|
1.8
|
%
|
|
1.9
|
%
|
Contractual term (in years)
|
6.6
|
|
|
6.1
|
|
Expected volatility
|
96
|
%
|
|
96
|
%
|
|
Exercise
Price per
Share
|
|
Shares as of
|
|
Fair Value as of
|
|||||
Underlying Stock
|
|
|
September 30, 2010
|
|||||||
Common Stock
|
$
|
24.88
|
|
|
2,884
|
|
|
$
|
24
|
|
Common Stock
|
$
|
25.26
|
|
|
119,462
|
|
|
1,225
|
|
|
Common Stock
|
$
|
12.46
|
|
|
73,258
|
|
|
1,069
|
|
|
Total
|
|
|
195,604
|
|
|
$
|
2,318
|
|
|
|
Exercise
Price per Share
|
|
Shares as of
|
||||||
Underlying Stock
|
|
|
December 31, 2011
|
|
December 31, 2010
|
|||||
Common Stock
|
|
$
|
24.88
|
|
|
2,884
|
|
|
2,884
|
|
Common Stock
|
|
$
|
25.26
|
|
|
2,252
|
|
|
119,462
|
|
Common Stock
|
|
$
|
12.46
|
|
|
—
|
|
|
73,258
|
|
Common Stock
|
|
$
|
10.67
|
|
|
21,087
|
|
|
—
|
|
Total
|
|
|
|
26,223
|
|
|
195,604
|
|
|
|
|
Number
Outstanding
|
|
Weighted -
Average
Exercise
Price
|
|
Weighted -
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
||||||
|
|
|
|
|
|
|
|
|
(in thousands)
|
||||||
Outstanding - December 31, 2010
|
|
7,274,637
|
|
|
$
|
8.01
|
|
|
8.0
|
|
|
$
|
135,792
|
|
|
|
Options granted
|
|
2,692,249
|
|
|
$
|
25.62
|
|
|
|
|
|
|||
|
Options exercised
|
|
(1,337,186
|
)
|
|
$
|
3.91
|
|
|
|
|
|
|||
|
Options cancelled
|
|
(252,684
|
)
|
|
$
|
17.18
|
|
|
|
|
|
|||
Outstanding - December 31, 2011
|
|
8,377,016
|
|
|
$
|
14.05
|
|
|
7.9
|
|
|
$
|
29,127
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Vested and expected to vest after December 31, 2011
|
|
7,986,914
|
|
|
$
|
13.76
|
|
|
7.8
|
|
|
$
|
28,760
|
|
|
Exercisable at December 31, 2011
|
|
3,488,853
|
|
|
$
|
7.55
|
|
|
6.8
|
|
|
$
|
21,991
|
|
|
|
RSUs
|
|
Weighted Average Grant-Date Fair Value
|
|
Weighted Average Remaining Contractual Life (Years)
|
||||
Outstanding - December 31, 2010
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Awarded
|
|
385,156
|
|
|
$
|
29.85
|
|
|
—
|
|
Vested
|
|
(9,967
|
)
|
|
$
|
30.30
|
|
|
—
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Outstanding - December 31, 2011
|
375,189
|
|
|
$
|
29.84
|
|
|
1.4
|
|
|
Expected to vest after December 31, 2011
|
354,847
|
|
|
$
|
29.84
|
|
|
1.0
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|||||||||||||
Exercise Price
|
Number of Options
|
|
Weighted -
Average
Remaining
Contractual Life
(Years)
|
|
Weighted Average Exercise Price
|
|
Number of Options
|
|
Weighted Average Exercise Price
|
|||||||
$0.10—$0.28
|
845,021
|
|
|
5.1
|
|
|
$
|
0.28
|
|
|
839,193
|
|
|
$
|
0.28
|
|
$1.50—$1.50
|
202,695
|
|
|
5.6
|
|
|
$
|
1.50
|
|
|
187,432
|
|
|
$
|
1.50
|
|
$3.93—$3.93
|
1,299,648
|
|
|
6.2
|
|
|
$
|
3.93
|
|
|
955,765
|
|
|
$
|
3.93
|
|
$4.31—$4.31
|
756,339
|
|
|
7.7
|
|
|
$
|
4.31
|
|
|
371,064
|
|
|
$
|
4.31
|
|
$9.32—$9.32
|
942,070
|
|
|
8.0
|
|
|
$
|
9.32
|
|
|
314,273
|
|
|
$
|
9.32
|
|
$10.64—$16.50
|
925,195
|
|
|
8.8
|
|
|
$
|
15.01
|
|
|
261,200
|
|
|
$
|
15.54
|
|
$16.53—$24.20
|
1,142,732
|
|
|
8.8
|
|
|
$
|
21.69
|
|
|
329,437
|
|
|
$
|
21.81
|
|
$24.50—$26.50
|
211,450
|
|
|
9.4
|
|
|
$
|
25.73
|
|
|
7,770
|
|
|
$
|
26.16
|
|
$26.84—$26.84
|
1,155,150
|
|
|
9.3
|
|
|
$
|
26.84
|
|
|
75,047
|
|
|
$
|
26.84
|
|
$27.13—$30.17
|
896,716
|
|
|
9.3
|
|
|
$
|
27.76
|
|
|
147,672
|
|
|
$
|
27.67
|
|
$0.10—$30.17
|
8,377,016
|
|
|
7.9
|
|
|
$
|
14.05
|
|
|
3,488,853
|
|
|
$
|
7.55
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Research and development
|
$
|
6,345
|
|
|
$
|
2,161
|
|
|
$
|
773
|
|
Sales, general and administrative
|
19,147
|
|
|
8,271
|
|
|
2,526
|
|
|||
Total stock-based compensation expense
|
$
|
25,492
|
|
|
$
|
10,432
|
|
|
$
|
3,299
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Research and development
|
$
|
6,306
|
|
|
$
|
2,086
|
|
|
$
|
765
|
|
Sales, general and administrative
|
18,288
|
|
|
5,696
|
|
|
1,822
|
|
|||
Total stock-based compensation expense
|
$
|
24,594
|
|
|
$
|
7,782
|
|
|
$
|
2,587
|
|
|
Years Ended December 31,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk-free interest rate
|
2.3
|
%
|
|
2.5
|
%
|
|
2.8
|
%
|
Expected term (in years)
|
5.8
|
|
|
6.0
|
|
|
6.0
|
|
Expected volatility
|
86
|
%
|
|
96
|
%
|
|
97
|
%
|
|
Years Ended December 31,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Risk-free interest rate
|
2.1
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
Expected term (in years)
|
7.8
|
|
|
8.6
|
|
|
8.1
|
|
Expected volatility
|
86
|
%
|
|
95
|
%
|
|
93
|
%
|
|
Exit
Costs
|
|
Deferred
Rent
|
|
Total
|
||||||
Accrued restructuring as of December 31, 2009
|
$
|
5,078
|
|
|
$
|
—
|
|
|
$
|
5,078
|
|
Cash payments
|
(906
|
)
|
|
—
|
|
|
(906
|
)
|
|||
Accretion expense
|
395
|
|
|
—
|
|
|
395
|
|
|||
Reversal of restructuring liability
|
(2,061
|
)
|
|
(2,506
|
)
|
|
(4,567
|
)
|
|||
Accrued restructuring as of December 31, 2010
|
$
|
2,506
|
|
|
$
|
(2,506
|
)
|
|
$
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
United States
|
$
|
(140,153
|
)
|
|
$
|
(67,525
|
)
|
|
$
|
(57,393
|
)
|
Foreign
|
(38,806
|
)
|
|
(15,265
|
)
|
|
(7,407
|
)
|
|||
Loss before income taxes
|
$
|
(178,959
|
)
|
|
$
|
(82,790
|
)
|
|
$
|
(64,800
|
)
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
727
|
|
|
—
|
|
|
—
|
|
|||
Total current provision (benefit)
|
727
|
|
|
—
|
|
|
—
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(150
|
)
|
|
—
|
|
|
—
|
|
|||
State
|
(25
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deferred provision (benefit)
|
(175
|
)
|
|
—
|
|
|
—
|
|
|||
Total provision for income taxes
|
$
|
552
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Years Ended December 31,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Statutory tax rate
|
(34.0
|
)%
|
|
(34.0
|
)%
|
|
(34.0
|
)%
|
State tax rate, net of federal benefit
|
(4.4
|
)%
|
|
(1.6
|
)%
|
|
(5.5
|
)%
|
Stock-based compensation
|
0.6
|
%
|
|
0.3
|
%
|
|
0.4
|
%
|
Federal R&D credit
|
(0.8
|
)%
|
|
(0.8
|
)%
|
|
(1.0
|
)%
|
Other
|
(0.7
|
)%
|
|
1.6
|
%
|
|
(1.2
|
)%
|
Foreign losses
|
(5.4
|
)%
|
|
|
|
|
|
|
Change in valuation allowance
|
45.0
|
%
|
|
34.5
|
%
|
|
41.3
|
%
|
Effective income tax rate
|
0.3
|
%
|
|
—
|
%
|
|
—
|
%
|
|
December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net operating loss carry forwards
|
$
|
103,390
|
|
|
$
|
56,615
|
|
|
$
|
37,118
|
|
Fixed assets
|
—
|
|
|
340
|
|
|
108
|
|
|||
Research and development credits
|
5,937
|
|
|
3,325
|
|
|
2,409
|
|
|||
Accruals and reserves
|
12,150
|
|
|
2,257
|
|
|
1,240
|
|
|||
Stock-based compensation
|
11,351
|
|
|
4,316
|
|
|
1,602
|
|
|||
Capitalized start-up costs
|
22,974
|
|
|
8,993
|
|
|
2,908
|
|
|||
Other
|
3,705
|
|
|
225
|
|
|
2,414
|
|
|||
Total deferred tax assets
|
159,507
|
|
|
76,071
|
|
|
47,799
|
|
|||
Fixed assets
|
(2,742
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total deferred tax liabilities
|
(2,742
|
)
|
|
—
|
|
|
—
|
|
|||
Net deferred tax asset prior to valuation allowance
|
156,765
|
|
|
76,071
|
|
|
47,799
|
|
|||
Less: Valuation allowance
|
(156,765
|
)
|
|
(76,071
|
)
|
|
(47,799
|
)
|
|||
Net deferred tax assets (liabilities)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Balance at December 31, 2009
|
$
|
1,032
|
|
Increases in tax positions for prior period
|
138
|
|
|
Increases in tax positions during current period
|
564
|
|
|
Balance at December 31, 2010
|
1,734
|
|
|
Increases in tax positions for prior period
|
—
|
|
|
Increases in tax positions during current period
|
1,369
|
|
|
Balance at December 31, 2011
|
$
|
3,103
|
|
|
Years Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
United States
|
$
|
141,098
|
|
|
$
|
80,311
|
|
|
$
|
64,608
|
|
Brazil
|
141
|
|
|
—
|
|
|
—
|
|
|||
Europe
|
5,695
|
|
|
—
|
|
|
—
|
|
|||
Japan
|
57
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
146,991
|
|
|
$
|
80,311
|
|
|
$
|
64,608
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
United States
|
$
|
76,108
|
|
|
$
|
43,147
|
|
Brazil
|
48,240
|
|
|
11,700
|
|
||
Europe
|
3,753
|
|
|
—
|
|
||
Total
|
$
|
128,101
|
|
|
$
|
54,847
|
|
|
Quarter
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
|
(In thousands, except share and
per share amounts)
|
||||||||||||||
Year Ended December 31, 2011
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
37,174
|
|
|
$
|
32,002
|
|
|
$
|
36,276
|
|
|
$
|
41,539
|
|
Product sales
|
$
|
34,020
|
|
|
$
|
27,816
|
|
|
$
|
31,162
|
|
|
$
|
36,839
|
|
Gross profit (loss) from product sales
|
$
|
(362
|
)
|
|
$
|
(1,320
|
)
|
|
$
|
(4,567
|
)
|
|
$
|
(19,529
|
)
|
Net loss attributable to common stockholders
|
$
|
(33,137
|
)
|
|
$
|
(42,615
|
)
|
|
$
|
(43,690
|
)
|
|
$
|
(59,428
|
)
|
Net loss per share—basic and diluted
|
$
|
(0.76
|
)
|
|
$
|
(0.95
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(1.30
|
)
|
Shares used in calculation—basic and diluted
|
43,851,142
|
|
|
44,626,721
|
|
|
45,031,613
|
|
|
45,663,667
|
|
||||
Year Ended December 31, 2010
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
13,655
|
|
|
$
|
12,702
|
|
|
$
|
24,225
|
|
|
$
|
29,729
|
|
Product sales
|
$
|
9,954
|
|
|
$
|
10,028
|
|
|
$
|
22,055
|
|
|
$
|
26,627
|
|
Gross profit (loss) from product sales
|
$
|
(49
|
)
|
|
$
|
(101
|
)
|
|
$
|
(845
|
)
|
|
$
|
(856
|
)
|
Net loss attributable to common stockholders
|
$
|
(16,152
|
)
|
|
$
|
(19,944
|
)
|
|
$
|
(62,140
|
)
|
(1)
|
$
|
(25,643
|
)
|
Net loss per share—basic and diluted
|
$
|
(3.22
|
)
|
|
$
|
(3.94
|
)
|
|
$
|
(11.89
|
)
|
|
$
|
(0.59
|
)
|
Shares used in calculation—basic and diluted
|
5,010,569
|
|
|
5,056,914
|
|
|
5,227,689
|
|
|
43,744,476
|
|
(1)
|
During the three months ended September 30, 2010, the Company recorded a deemed dividend related to the charges incurred with the one-time beneficial conversion feature of the Series D convertible preferred stock of
$39.3
million and to the one-time beneficial conversion feature related to the conversion of Amyris Brasil S.A. shares of
$2.7
million, each of which converted into Amyris Inc. common stock at the time of the IPO.
|
•
|
Pertain to the maintenance of records that accurately and fairly reflect in reasonable detail the transactions and dispositions of the assets of our company;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurances regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material adverse effect on our financial statements.
|
•
|
Proposal 1—Election of Directors
|
•
|
Corporate Governance
|
•
|
Section 16(a) Beneficial Ownership Reporting Compliance
|
•
|
Executive Compensation
|
•
|
Director Compensation
|
•
|
Compensation Committee Interlocks and Insider Participation
|
•
|
Security Ownership of Certain Beneficial Owners and Management
|
•
|
Equity Compensation Plan Information
|
•
|
Transactions with Related Persons
|
•
|
Proposal 1—Election of Directors—Independence of Directors
|
•
|
Proposal 1—Election of Directors—Committees of the Board
|
(a)
|
The following documents are filed as part of this report on Form 10-K:
|
|
|
Balance at
Beginning
of Period
|
|
Additions
|
|
Write-off/
Adjustments
|
|
Balance
at End of
Period
|
||||||||
Deferred Tax Assets Valuation Allowance:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2011
|
|
$
|
76,071
|
|
|
$
|
80,694
|
|
|
$
|
—
|
|
|
$
|
156,765
|
|
Year ended December 31, 2010
|
|
$
|
47,799
|
|
|
$
|
28,272
|
|
|
$
|
—
|
|
|
$
|
76,071
|
|
Year ended December 31, 2009
|
|
$
|
21,019
|
|
|
$
|
26,780
|
|
|
$
|
—
|
|
|
$
|
47,799
|
|
|
|
Balance at
Beginning of Period |
|
Additions
|
|
Write-off/
Adjustments |
|
Balance
at End of Period |
||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2011
|
|
$
|
—
|
|
|
$
|
245
|
|
|
$
|
—
|
|
|
$
|
245
|
|
Year ended December 31, 2010
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Year ended December 31, 2009
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(b)
|
Exhibits.
|
Exhibit
Index
|
|
|
|
Previously Filed
|
|
Filed
Herewith
|
||||||
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
File No.
|
|
|||
3.01
|
|
Restated Certificate of Incorporation
|
|
10-Q
|
|
001-34885
|
|
November 10, 2010
|
|
3.01
|
|
|
3.02
|
|
Restated Bylaws
|
|
10-Q
|
|
001-34885
|
|
November 10, 2010
|
|
3.02
|
|
|
4.01
|
|
Form of Stock Certificate
|
|
S-1
|
|
333-166135
|
|
July 6, 2010
|
|
4.01
|
|
|
4.02
|
|
Amended and Restated Investors’ Rights Agreement dated June 21, 2010 among registrant and registrant’s security holders listed therein
|
|
S-1
|
|
333-166135
|
|
June 23, 2010
|
|
4.02
|
|
|
4.03
|
|
Stock Purchase Warrant dated September 23, 2008 issued to ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
4.08
|
|
|
4.04
|
|
Amendment No. 1, dated April 8, 2010, to Stock Purchase Warrant between ES East Associates, LLC and registrant
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
4.09
|
|
|
4.05
|
|
Stock Purchase Warrant dated March 6, 2008 issued to Starfish, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
4.10
|
|
|
4.06
|
|
Amendment No. 1, dated April 8, 2010, to Stock Purchase Warrant between Starfish, LLC and registrant
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
4.11
|
|
|
4.07
|
|
Warrant to Purchase Stock dated December 23, 2011 issued to ATEL Ventures, Inc.
|
|
|
|
|
|
|
|
|
|
X
|
4.08
|
|
Side Letter, dated June 21, 2010, between registrant and Total Gas & Power USA, SAS
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
4.19
|
|
|
Exhibit
Index
|
|
|
|
Previously Filed
|
|
Filed
Herewith
|
||||||
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
|||
10.01
|
|
Form of Indemnity Agreement between registrant and its directors and officers
|
|
S-1
|
|
333-166135
|
|
June 23, 2010
|
|
10.01
|
|
|
10.02
a
|
|
Uncommitted Facility Letter dated November 25, 2008 between BNP Paribas and Amyris Fuels, Inc.
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.02
|
|
|
10.03
a
|
|
Amendment to Uncommitted Facility Letter dated October 7, 2009 among registrant, BNP Paribas and Amyris Fuels, LLC
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.03
|
|
|
10.04
|
|
Amendment No. 2 to Uncommitted Facility Letter dated March 8, 2010 between registrant, BNP Paribas and Amyris Fuels, LLC
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.04
|
|
|
10.05
|
|
Amendment No. 3 to Uncommitted Credit Facility Letter, dated February 7, 2011, between registrant, BNP Paribas and Amyris Fuels, LLC
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.03
|
|
|
10.06
|
|
Amendment No. 4 to Uncommitted Credit Facility Letter, dated May 24, 2011, between registrant, BNP Paribas and Amyris Fuels, LLC
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.04
|
|
|
10.07
|
|
Plain English Master Lease Agreement, dated March 14, 2008, between registrant and TriplePoint Capital LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.04
|
|
|
10.08
|
|
First Amendment, dated September 18, 2009, to Plain English Master Lease Agreement between registrant and TriplePoint Capital LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.05
|
|
|
10.09
|
|
Assistance Agreement, dated December 30, 2009, as modified by Assistance Agreement dated March 26, 2010, between registrant and the U.S. Department of Energy, together with schedules and supplements thereto
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.09
|
|
|
10.10
|
|
Modification No. 2, dated April 19, 2010, to Assistance Agreement between registrant and the U.S. Department of Energy
|
|
S-1
|
|
333-166135
|
|
May 25, 2010
|
|
10.13
|
|
|
10.11
bc
|
|
Agreement for Credit Opening, dated November 16, 2011, between Amyris Brasil Ltda. and Banco Nacional de Desenvolvimento Econȏmico e Social - BNDES
|
|
|
|
|
|
|
|
|
|
X
|
10.12
b
|
|
Corporate Guarantee, dated November 28, 2011, issued by registrant to Banco Nacional de Desenvolvimento Econȏmico e Social - BNDES
|
|
|
|
|
|
|
|
|
|
X
|
10.13
c
|
|
Bank Credit Agreement, dated December 21, 2011, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
|
|
|
|
|
|
|
|
X
|
10.14
b
|
|
Revolving Credit Facility letter agreement, dated December 23, 2010, between registrant and Bank of the West
|
|
|
|
|
|
|
|
|
|
X
|
10.15
a
|
|
Joint Venture Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A.
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.14
|
|
|
10.16
a
|
|
Shareholders’ Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A.
|
|
S-1
|
|
333-166135
|
|
May 25, 2010
|
|
10.17
|
|
|
10.17
a
|
|
Technology License, Development, Research and Collaboration Agreement, dated June 21, 2010, between registrant and Total Gas & Power USA Biotech, Inc.
|
|
S-1
|
|
333-16135
|
|
September 20, 2010
|
|
10.46
|
|
|
10.18
|
|
Letter agreement, dated January 11, 2011, between registrant and Total Gas & Power USA Biotech, Inc.
|
|
10-Q
|
|
001-34885
|
|
May 11, 2011
|
|
10.01
|
|
|
Exhibit
Index
|
|
|
|
Previously Filed
|
|
Filed
Herewith
|
||||||
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
||||
10.19
b
|
|
First Amendment to Technology License, Development, Research and Collaboration Agreement, dated November 23, 2011, between registrant and Total Gas & Power USA SAS
|
|
|
|
|
|
|
|
|
|
X
|
10.20
a
|
|
Joint Venture Implementation Agreement dated June 3, 2011 among Amyris, Inc., Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Cosan S.A. Indústria e Comércio
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.01
|
|
|
10.21
a
|
|
Shareholders' Agreement, dated June 3, 2011, among Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Novvi S.A.
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.02
|
|
|
10.22
|
|
Lease, dated August 22, 2007, between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.17
|
|
|
10.23
|
|
First Amendment, dated March 10, 2008, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.18
|
|
|
10.24
|
|
Second Amendment, dated April 25, 2008, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.19
|
|
|
10.25
|
|
Third Amendment, dated July 31, 2008, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.20
|
|
|
10.26
|
|
Fourth Amendment, dated November 14, 2009, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.21
|
|
|
10.27
|
|
Fifth Amendment, dated October 15, 2010, to Lease between registrant and ES East, LLC.
|
|
10-K
|
|
001-34885
|
|
March 14, 2011
|
|
10.17
|
|
|
10.28
|
|
Lease dated April 25, 2008 between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.22
|
|
|
10.29
|
|
Letter, dated April 25, 2008, amending Lease between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.23
|
|
|
10.30
|
|
Second Amendment, dated February 5, 2010, to Lease between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.24
|
|
|
10.31
|
|
Pilot Plant Expansion Right Letter dated December 22, 2008 between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.25
|
|
|
10.32
bc
|
|
Lease Agreement dated, August 10, 2011, between Amyris Brasil Ltda. and Techno Park Empreendimentos e Administraҫão Imobiliária Ltda.
|
|
|
|
|
|
|
|
|
|
X
|
Exhibit
Index
|
|
|
|
Previously Filed
|
|
Filed
Herewith
|
||||||
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
|||
10.33
d
|
|
Offer Letter dated September 27, 2006 between registrant and John Melo
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.27
|
|
|
10.34
d
|
|
Amendment, dated December 18, 2008, between registrant and John Melo
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.28
|
|
|
10.35
d
|
|
Offer Letter, dated January 17, 2008, between registrant and Jeryl Hilleman
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.31
|
|
|
10.36
d
|
|
Amendment, dated December 18, 2008, between registrant and Jeryl Hilleman
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.32
|
|
|
10.37
d
|
|
Letter Agreement dated August 2, 2011 between Amyris, Inc. and Jeryl Hilleman
|
|
10-Q
|
|
001-34885
|
|
November 9, 2011
|
|
10.01
|
|
|
10.38
d
|
|
Offer Letter, dated November 9, 2009, between registrant and Peter Boynton
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.05
|
|
|
10.39
d
|
|
Letter Confirming Amended and Restated Terms of Employment, dated April 18, 2011, between Amyris, Inc. and Mario Portela
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.06
|
|
|
10.40
d
|
|
Offer Letter, dated January 24, 2005, between registrant and Tamara Tompkins
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.35
|
|
|
10.41
d
|
|
Amendment, dated January 15, 2009, between registrant and Tamara Tompkins
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.36
|
|
|
10.42
d
|
|
2005 Stock Option/Stock Issuance Plan
|
|
10-Q
|
|
001-34885
|
|
November 9, 2011
|
|
10.02
|
|
|
10.43
d
|
|
Form of Notice of Grant of Stock Option under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.38
|
|
|
10.44
d
|
|
Form of Notice of Grant of Stock Option (non-Exempt) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.39
|
|
|
10.45
d
|
|
Form of Notice of Grant of Stock Option (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.40
|
|
|
10.46
d
|
|
Form of Stock Option Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.41
|
|
|
10.47
d
|
|
Form of Stock Option Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.42
|
|
|
10.48
d
|
|
Form of Stock Purchase Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.43
|
|
|
Exhibit
Index
|
|
|
|
Previously Filed
|
|
Filed
Herewith
|
||||||
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
|||
10.49
d
|
|
Form of Stock Purchase Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.44
|
|
|
10.50
d
|
|
2010 Equity Incentive Plan and forms of award agreements thereunder
|
|
S-1
|
|
333-16135
|
|
June 23, 2010
|
|
10.46
|
|
|
10.51
d
|
|
2010 Employee Stock Purchase Plan and forms of award agreements thereunder
|
|
S-1
|
|
333-16135
|
|
September 20, 2010
|
|
10.45
|
|
|
10.52
de
|
|
Compensation arrangements between registrant and its non-employee directors
|
|
|
|
|
|
|
|
|
|
e
|
10.53
df
|
|
Compensation arrangements between registrant and its executive officers
|
|
|
|
|
|
|
|
|
|
f
|
21.01
|
|
List of subsidiaries
|
|
|
|
|
|
|
|
|
|
X
|
23.01
|
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
|
|
|
|
|
|
|
|
|
|
X
|
24.01
|
|
Power of Attorney (see signature page to this Form 10-K)
|
|
|
|
|
|
|
|
|
|
X
|
31.01
|
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
31.02
|
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.01
g
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.02
g
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
101
h
|
|
The following materials from registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Convertible Preferred Stock, Redeemable Noncontrolling Interest and Equity (Deficit); (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
X
|
a.
|
Portions of this exhibit, which have been granted confidential treatment by the Securities and Exchange Commission, have been omitted.
|
b.
|
Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment.
|
c.
|
Translation to English from Portuguese in accordance with Rule 12b-12(d) of the regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
|
d.
|
Indicates management contract or compensatory plan or arrangement.
|
e.
|
Description contained under the heading "Director Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 8, 2011 and incorporated herein by reference.
|
f.
|
Descriptions contained (i) under the heading "Executive Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 8, 2011 and (ii) in registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2011, and incorporated herein by reference.
|
g.
|
This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
|
h.
|
Pursuant to applicable securities laws and regulations, the Company is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Company has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections.
|
(c)
|
Financial statements and schedules.
|
Dated: February 28, 2012
|
Amyris, Inc.
|
|
|
|
/s/ J
OHN
G. M
ELO
|
|
John G. Melo
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JOHN MELO
John Melo
|
|
Director, President and Chief Executive Officer
(Principal Executive Officer)
|
|
February 28, 2012
|
|
|
|
|
|
/s/ JERYL HILLEMAN
Jeryl Hilleman
|
|
Chief Financial Officer
(Principal Accounting and Financial Officer)
|
|
February 28, 2012
|
|
|
|
|
|
/s/ RALPH ALEXANDER
Ralph Alexander
|
|
Director
|
|
February 28, 2012
|
|
|
|
|
|
/s/ PHILIPPE BOISSEAU
Philippe Boisseau
|
|
Director
|
|
February 28, 2012
|
|
|
|
|
|
/
S
/ JOHN DOERR
John Doerr
|
|
Director
|
|
February 28, 2012
|
|
|
|
|
|
/s/ SAMIR KAUL
Samir Kaul
|
|
Director
|
|
February 28, 2012
|
|
|
|
|
|
/s/ A
RTHUR
L
EVINSON
Arthur Levinson, Ph.D.
|
|
Director
|
|
February 28, 2012
|
|
|
|
|
|
/s/ P
ATRICK
P
ICHETTE
Patrick Pichette
|
|
Director
|
|
February 28, 2012
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ C
AROLE
P
IWNICA
Carole Piwnica
|
|
Director
|
|
February 28, 2012
|
|
|
|
|
|
/s/ NEIL RENNINGER
Neil Renninger, Ph.D.
|
|
Director
|
|
February 28, 2012
|
|
|
|
|
|
/s/ F
ERNANDO
R
EINACH
Fernando Reinach, Ph.D.
|
|
Director
|
|
February 28, 2012
|
Exhibit
Index
|
|
|
|
Previously Filed
|
|
Filed
Herewith
|
||||||
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
|||
3.01
|
|
Restated Certificate of Incorporation
|
|
10-Q
|
|
001-34885
|
|
November 10, 2010
|
|
3.01
|
|
|
3.02
|
|
Restated Bylaws
|
|
10-Q
|
|
001-34885
|
|
November 10, 2010
|
|
3.02
|
|
|
4.01
|
|
Form of Stock Certificate
|
|
S-1
|
|
333-166135
|
|
July 6, 2010
|
|
4.01
|
|
|
4.02
|
|
Amended and Restated Investors’ Rights Agreement dated June 21, 2010 among registrant and registrant’s security holders listed therein
|
|
S-1
|
|
333-166135
|
|
June 23, 2010
|
|
4.02
|
|
|
4.03
|
|
Stock Purchase Warrant dated September 23, 2008 issued to ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
4.08
|
|
|
4.04
|
|
Amendment No. 1, dated April 8, 2010, to Stock Purchase Warrant between ES East Associates, LLC and registrant
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
4.09
|
|
|
4.05
|
|
Stock Purchase Warrant dated March 6, 2008 issued to Starfish, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
4.10
|
|
|
4.06
|
|
Amendment No. 1, dated April 8, 2010, to Stock Purchase Warrant between Starfish, LLC and registrant
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
4.11
|
|
|
4.07
|
|
Warrant to Purchase Stock dated December 23, 2011 issued to ATEL Ventures, Inc.
|
|
|
|
|
|
|
|
|
|
X
|
4.08
|
|
Side Letter, dated June 21, 2010, between registrant and Total Gas & Power USA, SAS
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
4.19
|
|
|
10.01
|
|
Form of Indemnity Agreement between registrant and its directors and officers
|
|
S-1
|
|
333-166135
|
|
June 23, 2010
|
|
10.01
|
|
|
10.02
a
|
|
Uncommitted Facility Letter dated November 25, 2008 between BNP Paribas and Amyris Fuels, Inc.
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.02
|
|
|
10.03
a
|
|
Amendment to Uncommitted Facility Letter dated October 7, 2009 among registrant, BNP Paribas and Amyris Fuels, LLC
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.03
|
|
|
10.04
|
|
Amendment No. 2 to Uncommitted Facility Letter dated March 8, 2010 between registrant, BNP Paribas and Amyris Fuels, LLC
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.04
|
|
|
10.05
|
|
Amendment No. 3 to Uncommitted Credit Facility Letter, dated February 7, 2011, between registrant, BNP Paribas and Amyris Fuels, LLC
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.03
|
|
|
10.06
|
|
Amendment No. 4 to Uncommitted Credit Facility Letter, dated May 24, 2011, between registrant, BNP Paribas and Amyris Fuels, LLC
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.04
|
|
|
10.07
|
|
Plain English Master Lease Agreement, dated March 14, 2008, between registrant and TriplePoint Capital LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.04
|
|
|
10.08
|
|
First Amendment, dated September 18, 2009, to Plain English Master Lease Agreement between registrant and TriplePoint Capital LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.05
|
|
|
10.09
|
|
Assistance Agreement, dated December 30, 2009, as modified by Assistance Agreement dated March 26, 2010, between registrant and the U.S. Department of Energy, together with schedules and supplements thereto
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.09
|
|
|
10.10
|
|
Modification No. 2, dated April 19, 2010, to Assistance Agreement between registrant and the U.S. Department of Energy
|
|
S-1
|
|
333-166135
|
|
May 25, 2010
|
|
10.13
|
|
|
Exhibit
Index
|
|
|
|
Previously Filed
|
|
Filed
Herewith
|
||||||
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
|||
10.11
bc
|
|
Agreement for Credit Opening, dated November 16, 2011, between Amyris Brasil Ltda. and Banco Nacional de Desenvolvimento Econȏmico e Social - BNDES
|
|
|
|
|
|
|
|
|
|
X
|
10.12
b
|
|
Corporate Guarantee, dated November 28, 2011, issued by registrant to Banco Nacional de Desenvolvimento Econȏmico e Social - BNDES
|
|
|
|
|
|
|
|
|
|
X
|
10.13
c
|
|
Bank Credit Agreement, dated December 21, 2011, between Amyris Brasil Ltda. and Banco Pine S.A.
|
|
|
|
|
|
|
|
|
|
X
|
10.14
b
|
|
Revolving Credit Facility letter agreement, dated December 23, 2010, between registrant and Bank of the West
|
|
|
|
|
|
|
|
|
|
X
|
10.15
a
|
|
Joint Venture Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A.
|
|
S-1
|
|
333-166135
|
|
August 31, 2010
|
|
10.14
|
|
|
10.16
a
|
|
Shareholders’ Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A.
|
|
S-1
|
|
333-166135
|
|
May 25, 2010
|
|
10.17
|
|
|
10.17
a
|
|
Technology License, Development, Research and Collaboration Agreement, dated June 21, 2010, between registrant and Total Gas & Power USA Biotech, Inc.
|
|
S-1
|
|
333-16135
|
|
September 20, 2010
|
|
10.46
|
|
|
10.18
|
|
Letter agreement, dated January 11, 2011, between registrant and Total Gas & Power USA Biotech, Inc.
|
|
10-Q
|
|
001-34885
|
|
May 11, 2011
|
|
10.01
|
|
|
10.19
b
|
|
First Amendment to Technology License, Development, Research and Collaboration Agreement, dated November 23, 2011, between registrant and Total Gas & Power USA SAS
|
|
|
|
|
|
|
|
|
|
X
|
10.20
a
|
|
Joint Venture Implementation Agreement dated June 3, 2011 among Amyris, Inc., Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Cosan S.A. Indústria e Comércio
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.01
|
|
|
10.21
a
|
|
Shareholders' Agreement, dated June 3, 2011, among Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Novvi S.A.
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.02
|
|
|
10.22
|
|
Lease, dated August 22, 2007, between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.17
|
|
|
10.23
|
|
First Amendment, dated March 10, 2008, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.18
|
|
|
10.24
|
|
Second Amendment, dated April 25, 2008, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.19
|
|
|
10.25
|
|
Third Amendment, dated July 31, 2008, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.20
|
|
|
10.26
|
|
Fourth Amendment, dated November 14, 2009, to Lease between registrant and ES East Associates, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.21
|
|
|
10.27
|
|
Fifth Amendment, dated October 15, 2010, to Lease between registrant and ES East, LLC
|
|
10-K
|
|
001-34885
|
|
March 14, 2011
|
|
10.17
|
|
|
Exhibit
Index
|
|
|
|
Previously Filed
|
|
Filed
Herewith
|
||||||
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
|||
10.28
|
|
Lease dated April 25, 2008 between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.22
|
|
|
10.29
|
|
Letter, dated April 25, 2008, amending Lease between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.23
|
|
|
10.30
|
|
Second Amendment, dated February 5, 2010, to Lease between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.24
|
|
|
10.31
|
|
Pilot Plant Expansion Right Letter dated December 22, 2008 between registrant and EmeryStation Triangle, LLC
|
|
S-1
|
|
333-166135
|
|
April 16, 2010
|
|
10.25
|
|
|
10.32
bc
|
|
Lease Agreement dated, August 10, 2011, between Amyris Brasil Ltda. and Techno Park Empreendimentos e Administraҫão Imobiliária Ltda.
|
|
|
|
|
|
|
|
|
|
X
|
10.33
d
|
|
Offer Letter dated September 27, 2006 between registrant and John Melo
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.27
|
|
|
10.34
d
|
|
Amendment, dated December 18, 2008, between registrant and John Melo
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.28
|
|
|
10.35
d
|
|
Offer Letter, dated January 17, 2008, between registrant and Jeryl Hilleman
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.31
|
|
|
10.36
d
|
|
Amendment, dated December 18, 2008, between registrant and Jeryl Hilleman
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.32
|
|
|
10.37
d
|
|
Letter Agreement dated August 2, 2011 between Amyris, Inc. and Jeryl Hilleman
|
|
10-Q
|
|
001-34885
|
|
November 9, 2011
|
|
10.01
|
|
|
10.38
d
|
|
Offer Letter, dated November 9, 2009, between registrant and Peter Boynton
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.05
|
|
|
10.39
d
|
|
Letter Confirming Amended and Restated Terms of Employment, dated April 18, 2011, between Amyris, Inc. and Mario Portela
|
|
10-Q
|
|
001-34885
|
|
August 11, 2011
|
|
10.06
|
|
|
10.40
d
|
|
Offer Letter, dated January 24, 2005, between registrant and Tamara Tompkins
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.35
|
|
|
10.41
d
|
|
Amendment, dated January 15, 2009, between registrant and Tamara Tompkins
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.36
|
|
|
10.42
d
|
|
2005 Stock Option/Stock Issuance Plan
|
|
10-Q
|
|
001-34885
|
|
November 9, 2011
|
|
10.02
|
|
|
10.43
d
|
|
Form of Notice of Grant of Stock Option under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.38
|
|
|
10.44
d
|
|
Form of Notice of Grant of Stock Option (non-Exempt) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.39
|
|
|
10.45
d
|
|
Form of Notice of Grant of Stock Option (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.40
|
|
|
Exhibit
Index
|
|
|
|
Previously Filed
|
|
Filed
Herewith
|
||||||
Description
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
|
|
|||
10.46
d
|
|
Form of Stock Option Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.41
|
|
|
10.47
d
|
|
Form of Stock Option Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.42
|
|
|
10.48
d
|
|
Form of Stock Purchase Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.43
|
|
|
10.49
d
|
|
Form of Stock Purchase Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan
|
|
S-1
|
|
333-16135
|
|
April 16, 2010
|
|
10.44
|
|
|
10.50
d
|
|
2010 Equity Incentive Plan and forms of award agreements thereunder
|
|
S-1
|
|
333-16135
|
|
June 23, 2010
|
|
10.46
|
|
|
10.51
d
|
|
2010 Employee Stock Purchase Plan and forms of award agreements thereunder
|
|
S-1
|
|
333-16135
|
|
September 20, 2010
|
|
10.45
|
|
|
10.52
de
|
|
Compensation arrangements between registrant and its non-employee directors
|
|
|
|
|
|
|
|
|
|
e
|
10.53
df
|
|
Compensation arrangements between registrant and its executive officers
|
|
|
|
|
|
|
|
|
|
f
|
21.01
|
|
List of subsidiaries
|
|
|
|
|
|
|
|
|
|
X
|
23.01
|
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
|
|
|
|
|
|
|
|
|
|
X
|
24.01
|
|
Power of Attorney (see signature page to this Form 10-K)
|
|
|
|
|
|
|
|
|
|
X
|
31.01
|
|
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
31.02
|
|
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.01
g
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.02
g
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
101
h
|
|
The following materials from registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Convertible Preferred Stock, Redeemable Noncontrolling Interest and Equity (Deficit); (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
X
|
a.
|
Portions of this exhibit, which have been granted confidential treatment by the Securities and Exchange Commission, have been omitted.
|
b.
|
Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment.
|
c.
|
Translation to English from Portuguese in accordance with Rule 12b-12(d) of the regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
|
d.
|
Indicates management contract or compensatory plan or arrangement.
|
e.
|
Description contained under the heading "Director Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 8, 2011 and incorporated herein by reference.
|
f.
|
Descriptions contained (i) under the heading "Executive Compensation" in registrant's definitive proxy materials filed with the Securities and Exchange Commission on April 8, 2011 and (ii) in registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2011, and incorporated herein by reference.
|
g.
|
This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
|
h.
|
Pursuant to applicable securities laws and regulations, the Company is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Company has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections.
|
Number of Shares:
|
21,087 / 3-day average of Common Stock price prior to the date of the Lease Agreement, subject to adjustment as set forth herein
|
Warrant Price:
|
$10.67 / 3-day average of Common Stock price prior to the date of the Lease Agreement, subject to adjustment as set forth herein
|
Credit Facility:
|
This Warrant is issued in connection with that certain Master Lease Agreement of even date herewith between ATEL Ventures, Inc, as Lessor and the Company, as Lessee (the "Lease Agreement").
|
I -
|
The unused balance from each credit installment, from the day immediately after it is made available through its date of use, when its payment will be demanded; and
|
II -
|
The unused credit balance, from the day immediately after it is made available through the date it is cancelled, made upon a BENEFICIARY request, or upon BNDES decision, and which payment will be demanded on the date of the request or BNDES decision, as relevant.
|
I -
|
Fulfill, in what it is concerned, until the final liquidation of the debt arising from this Agreement, the “PROVISIONS APPLICABLE TO BNDES AGREEMENTS”, as approved by Resolution nº 863, dated 03/11/1996, Resolution nº 878, dated 09/04/1996, Resolution nº 894, dated 03/06/1997, Resolution nº 927, dated 1.4.1998, Resolution nº 976, dated 24.9.2001, Resolution nº 1.571, dated 03/04/2008, Resolution nº 1.832, dated 09/15/2009, Resolution nº 2.078, dated 03/15/2011, and
|
II -
|
Use the total credit within 12 (twelve) months from the date this Agreement is executed, without prejudice of BNDES power, before or after the end of said term, pursuant to the guarantees in this Agreement, to extend such term for no longer than additional 12 (twelve) months, upon an express authorization, epistolary via, irrespectively of any other formality or enrollment;
|
III -
|
Under the provision of occurring, as a function of the project described in Clause One, a reduction to the BENEFICIARY headcount throughout the period this Agreement is effective, offer a training program focusing on job opportunities in the region and/or a worker relocation program in other companies, after having issued to BNDES, for appreciation, a document specifying and attesting the completion of the negotiations carried out with the relevant worker representatives involved with the termination process;
|
IV -
|
Adopt, throughout the period this Agreement is effective, the measures and actions designed to prevent or address environmental damages, safety and health that can arise from the project, as described in Clause One;
|
V -
|
Have a regular status with environmental agencies throughout the term of effectiveness of this Agreement;
|
VI -
|
Observe, throughout the term of effectiveness of this Agreement, the provision in the relevant legislation regarding people with a disability;
|
VII -
|
Notify BNDES, on the date the event takes place, the name and CPF/MF of any person who provides a paid job or is among its proprietors, controllers or directors, or has been inaugurated as a Member of the Parliament or Senator;
|
VIII -
|
Keep and safeguard the goods given under assurance through a fiduciary property, as provided in incises I and II of article 1363 of the Brazilian Civil Code, being liable for any eventual default of these obligations;
|
IX -
|
Early liquidate the total debt in this Agreement, previously to the performance by Biomin do Brasil Nutrição Animal Ltda. in the purchase option of assets from the project, as provided in the
Joint Manufacturing
|
X -
|
Notify BNDES epistolary via, up to the 90
th
(ninetieth) day prior to the end of the term of effectiveness of the letters of guarantee described in Clauses Ten, III, a), and Eighteen, the financial institutions that will renew or issue such letters of guarantee, as provided in Clause Ten, III, a), and Eighteen;
|
XI -
|
Provide to BNDES by the 45
th
(forty-fifth) day prior to the end of the term of effectiveness of the letters of guarantee described in Clauses Ten, III, a), and Eighteen, their renewal or new letters of guarantee, pursuant to the template provided by BNDES, issued according to Clause Ten, III, a), and Eighteen, duly filed, under the penalty of having this Agreement being considered early terminated, with the payment of debt and immediate cessation of any disbursement;
|
XII -
|
Evidence of reimbursement to BNDES of all costs (including tax charges) and fees incurred with the provided services by the law firm overseas contracted by BNDES to provide consulting services related to the guarantee described in Clause Ten within the term of 10 (ten) days from the date of request by BNDES for payment of such disbursement.
|
I -
|
To use the first credit installment:
|
a)
|
The BENEFICIARY will open a checking account with BNDES;
|
b)
|
Providing to BNDES the personal guarantee instrument described in Clause Eleven, issued by Amyris Inc., according to the template provided by BNDES, notarized and consularized, followed by an opinion based on satisfactory terms, upon BNDES decision, by an acclaimed attorney or law firm overseas, appointed by the BENEFICIARY and accepted by BNDES, attesting the regularity of the personal guarantee, and such opinion should include, as a minimum, the following considerations:
|
b.1 -
|
The undersigned attorney will state that he/she has reviewed the legislation in the guarantor country, its Articles of Incorporation and internal regulatory actions and any other actions that have been required for the issuance of such opinion.
|
b.2 -
|
The legality of the guarantor constitution, as well as his/her capacity and legitimacy to provide the guarantee and observance of the legal standards and regulations to assume the obligations established in the guarantee instrument, also attaching to the opinion a copy of the Articles of Incorporation or similar document;
|
b.3 -
|
That the guarantor, through its legal representatives and based on approval by its deliberative agencies, has the powers to enter into and fulfill the terms and conditions established in the guarantee instrument, attaching to the opinion a copy of the actions of appointment of the legal representatives of the guarantor and the deliberative action for provision of the guarantee;
|
b.4 -
|
That the guarantor legal representatives signing the instrument of guarantee have powers to bind and oblige the guarantor to their terms and conditions;
|
b.5 -
|
That the instrument of guarantee does not violate (a) the guarantor Articles of Incorporation, the (b) constitutional policies, treaties, laws, normative and regulatory actions
|
b.6 -
|
That the instrument of guarantee was entered into according to the formalities set forth in the legislation of the guarantor country and that it is a valid, effective and binding instrument;
|
b.7 -
|
That all actions have been made and all records have been filed or authorized by government agencies, departments or authorities in the guarantor country to ensure the performance, effectiveness and fulfillment of the guarantee instrument by the guarantor;
|
b.8 -
|
That there are no legal or administrative procedures filed against the guarantor and, if there is any, such procedures do not adversely affect the guarantor payment capacity.
|
c)
|
Providing BNDES with the Letters of Guarantee described in Clause Eighteen.
|
II -
|
To use each credit installment
:
|
a)
|
Inexistence of any fact that, upon BNDES discretion, may substantially change the BENEFICIARY economic-financial status or that can adversely affect the performance of the financed enterprise herein in a way that can change it or prevent it from realizing, pursuant to the provisions in the project approved by BNDES;
|
b)
|
Presentation by the BENEFICIARY of the Negative Debt Certificate - CND or Positive Debt Certificate with Negative Effects - CPD-EN, issued by the Secretaria da Receita Federal do Brasil, on the INTERNET to be downloaded by the BENEFICIARY from the address
www.receita.fazenda.gov.br
and verified by BNDES on the same address.
|
c)
|
Evidence of regular status at relevant environmental agencies or, when such evidence has already been provided and is effective, a statement by the BENEFICIARY proving that the document is still effective;
|
III -
|
To use resources above R$ 19,100,000.00 (nineteen million and one hundred Brazilian Reals)
:
|
a)
|
Provide guarantee by each debt installment, at an amount that has been previously defined by BNDES as being 90% (ninety percent) of the credit amount to be released,
as a function of the credit amount to be released, for a minimum term of 2 (two) years, to be provided by financial institutions that, upon BNDES discretion, are in an economic-financial status that can ensure a degree of notorious
|
b)
|
Constitute actual guarantees, approved by BNDES, at an amount that is at least 130% (one hundred and thirty percent) of the amount of the credit installment to be released.
|
a)
|
A reduction in the BENEFICIARY headcount without meeting provision in Incise III of Clause Eight;
|
b)
|
A condemnation processed in a court as a result from actions made by the BENEFICIARY involving child labor, slave labor or crime against the environment;
|
c)
|
A lack of fulfillment of the BENEFICIARY obligations, including the ones described in Incises VIII, X and XI of Clause Eight;
|
d)
|
A merger, assignment, dissolution, incorporation (as the incorporator or incorporated), closure of capital or change to the BENEFICIARY effective control, whether direct or indirect, or of its successors throughout the term of effectiveness of this Agreement without a prior written consent from BNDES.
|
The ISSUER/GUARANTOR HEREBY STATE, FOR ALL THE PURPOSES AND EFFECTS, THAT THEY HAVE READ AND AGREED TO ALL THE CONDITIONS ESTABLISHED IN THIS AGREEMENT, ESPECIALLY THOSE PROVIDED ABOVE IN THE PREAMBLE OF THIS INSTRUMENT.
|
2.
|
Conditions Precedent to Loans and Letters of Credit.
|
3.
|
Representations and Warranties.
The Borrower represents and warrants that:
|
(a)
|
Information.
The Borrower shall deliver to the Lender:
|
(b)
|
Other Covenants.
The Borrower shall, and shall cause each of its Subsidiaries to:
|
5.
|
Events of Default.
The following are “
Events of Default
:”
|
6.
|
Miscellaneous.
|
Breakage Costs:
|
Any loss, cost or expense incurred by the Lender (including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by the Lender to maintain the relevant Eurodollar Rate Loan or from fees payable to terminate the deposits from which such funds were obtained) as a result of (i) any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (ii) any failure by the Borrower (for a reason other than the failure of the Lender to make a Loan when all conditions to making such Loan have been met by the Borrower in accordance with the terms hereof) to prepay, borrow, continue or convert any Eurodollar Rate Loan on a date or in the amount notified by the Borrower. The certificate of the Lender as to its costs of funds, losses and expenses incurred shall be conclusive absent manifest error.
|
Business Day:
|
Any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State California and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
|
Code:
|
The Internal Revenue Code of 1986, as amended from time to time.
|
Collateral:
|
All now owned or hereafter acquired right, title and interest of Borrower in (a) Accounts, (b) Documents, (c) Chattel Paper, (d) Deposit Accounts, (e) Equipment, Inventory and other Goods, (f) General Intangibles, (g) Instruments and Promissory Notes, (h) Letter of Credit Rights, (i) Commercial Tort Claims, (j) cash and cash accounts, (k) Investment Property, (l) Fixtures, (m) Supporting Obligations and (n) Proceeds of the foregoing;
provided
,
however
, that the following items do not constitute Collateral: (i) any Intellectual Property; (ii) any Equipment which is subject to a purchase money Lien permitted under this Agreement in favor of any Person (other than Bank, if the documents relating to such Lien do not permit other Liens, (iii) rights under that certain Plain English Master Lease Agreement dated March 14, 2008, between the Borrower and TriplePoint Capital, LLC, and Equipment financed thereunder, (iv) the Master Lease Agreement with Applied Biosystems dated June 11, 2007 and Equipment financed thereunder, (v) the Master Lease Agreement with Thermo Electron Corporation dated June 4, 2007 and Equipment financed thereunder, (vi) the Siemens Equipment Lease dated February 13, 2008 and Equipment financed thereunder, (vii) more than 65% of the presently existing and hereafter issued and outstanding shares of capital stock of any “controlled foreign corporation” (as defined in the Code) which shares entitle the holder thereof to vote for directors or any other matter, (viii) any interest of Borrower as a lessee or sublessee under a real property lease or an Equipment lease if Borrower is prohibited by the terms of such lease from granting a security interest therein or under which an assignment or Lien would cause a default to occur(other than to the extent that any such term would be rendered ineffective by Sections 9406 through 9408 of the Uniform Commercial Code) and (ix) any General Intangible which is the subject of a written agreement which specifically prohibits assignment thereof but only to the extent of such prohibition, and only to the extent that the terms and provisions of a such written agreement, document or instrument creating or evidencing such property or any rights relating thereto expressly prohibit the granting of a security interest therein, making the granting of a security interest therein a breach or event of default or condition the granting of a security interest therein on the consent of a third party whose consent has not been obtained or would cause, or allow a third party to cause, forfeiture of such property upon the granting of a security interest therein or a breach under any written agreement relating thereto. As used in this definition, “
Account Debtor
,” “
Account
,” “
Chattel Paper
,” “
Commercial Tort Claim
,” “
Commodity Account
,” “
Commodity Intermediary
,” “
Deposit Account
,” “
Documents
,” “
Entitlement Holder
,” “
Equipment
,” “
Fixtures
,” “
Financial Asset
,” “
General Intangibles
,” “
Goods
,” “
Inventory
,” ”
Investment Property
,” “
Instruments
,” “
Letter of Credit Rights
,” “
Proceeds
,” “
Promissory Note
,” “
Securities
,” “
Securities Account
,” “
Securities Intermediary
,” “
Securities Entitlement
,” and “
Supporting Obligations
” shall have the meaning assigned to such terms by the Uniform Commercial Code.
|
Current Asset:
|
Current assets as determined in accordance with generally accepted accounting principles.
|
Current Liability:
|
Current liabilities as determined in accordance with generally accepted accounting principles.
|
Current Ratio:
|
Borrower's total Current Assets divided by Borrower's total Current Liabilities.
|
Debtor Relief Laws:
|
The Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect affecting the rights of creditors generally.
|
Default:
|
Any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
|
Dollar or $:
|
The lawful currency of the United States of America.
|
Environmental Laws:
|
Any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
|
Environmental Liability:
|
Any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
|
ERISA:
|
The Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto, as amended from time to time.
|
Eurodollar Rate:
|
A fixed rate for an Interest Period determined by Lender's Treasury Desk as being the arithmetic mean of the Bloomberg British Bankers Association LIBOR page as of 11:00 a.m. (London time), on that date, or, if such day is not a Business Day, on the immediately preceding Business Day prior the first day of such Interest Period (adjusted for any and all assessments, surcharges and reserve requirements)
|
Eurodollar Rate Loan:
|
A Loan bearing interest based on the Eurodollar Rate.
|
Event of Default:
|
Has the meaning set forth in
Paragraph 5
.
|
Federal Funds Rate:
|
For any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day;
provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Lender on such day on such transactions as determined by the Lender.
|
Hazardous Materials:
|
All explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
|
Indemnitee:
|
Has the meaning set forth in
Paragraph 6(j)
.
|
Interest Period:
|
For each Eurodollar Rate Loan, (a) initially, the period commencing on the date the Eurodollar Rate Loan is disbursed or converted from a Prime Rate Loan and (b) thereafter, the period commencing on the last day of the preceding Interest Period, and, in each case, ending on the earlier of (x) the Maturity Date and (y) one, two, three or six months thereafter, as requested by the Borrower;
provided
that: (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; and (ii) any Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period.
|
Lien:
|
Any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing) securing any indebtedness of the Borrower or any Subsidiary or the property, real or personal, of the Borrower or such Subsidiary, whether now owned or hereafter acquired.
|
Liquidity:
|
The following assets owned by the Borrower on an unconsolidated basis and not owned by any Subsidiary of the Borrower which (i) are not the subject of any Lien or other arrangement with any creditor to have his claim satisfied out of the asset (or proceeds thereof) prior to the general creditors of the Borrower, and (ii) may be converted to cash within five (5) days: (a) cash and cash equivalents held in the United States; (b) United States Treasury or governmental agency obligations which constitute full faith and credit of the United States of America; (c) Commercial paper rated P-1 or A1 by Moody's or by S&P, respectively; (d) medium and long-term securities rated investment grade by one of the rating agencies described in (c) above; (e) Eligible Stocks; and (f) mutual funds quoted in The Wall Street Journal which invest primarily in the assets described in (a) through (e) above, where “Eligible Stocks” means any common or preferred stock which (i) is not subject to statutory or contractual restrictions on sales, (ii) is traded on the New York Stock Exchange, American Stock Exchange or included in the National Market tier of NASDAQ and (iii) has, as of the close of trading on an applicable exchange (excluding after hours trading), a per share price of at least $15.
|
Loan Documents:
|
This Agreement, and the promissory note and fee letter, if any, delivered in connection with this Agreement.
|
Material Adverse Effect:
|
(a) A material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or financial condition of the Borrower or the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document.
|
Maturity Date:
|
December 1, 2012, or such earlier date on which the Commitment may terminate in accordance with the terms hereof.
|
Permitted Lien:
|
Any Lien on any asset (other than an asset included in the calculation of Liquidity) (a) securing the obligations of the Borrower hereunder; (b) for taxes, assessments and similar charges not yet due; (c) of materialmen, mechanics, warehousemen or carriers or other like Liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (d) in the nature of a purchase money Lien on or in any property acquired or held by the Borrower or any of its Subsidiaries in the ordinary course of business to secure indebtedness outstanding on the date here or permitted to be incurred hereunder; (e) in the nature of an attachment and judgment Lien not otherwise constituting an Event of Default which is in existence less than thirty (30) days after the entry thereof or, with respect to which execution has been stayed, payment is covered in full by insurance or the Borrower in good faith is prosecuting an appeal or other proceedings for review and has set aside on its books such reserves as may be required by generally accepted accounting principles with respect to such attachment or judgment; and (f) incidental to the conduct of the business of the Borrower and its Subsidiaries which was not incurred in connection with borrowed money and which does not in the aggregate materially detract from the value of the property subject thereto or materially impair the use thereof in the operations of such business.
|
Person:
|
Any natural Person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.
|
Plan:
|
Any employee benefit plan maintained or contributed to by the Borrower or by any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code) and insured by the Pension Benefit Guaranty Corporation under Title IV of ERISA.
|
Prime Rate:
|
The Lender's prime rate is a rate set by the Lender based upon various factors including the Lender's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the prime rate announced by the Lender shall take effect at the opening of business on the day specified in the public announcement of such change.
|
Prime Rate Loan:
|
A Loan bearing interest based on the Prime Rate.
|
Subsidiary:
|
With respect to any Person, a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” refer to a Subsidiary or Subsidiaries of the Borrower.
|
|
Irrevocable Letters of Credit Outstanding
|
|
||||
|
|
|
|
|
|
|
|
L/C #
|
|
Dollar Amount
|
|
Maturity
|
|
|
[*]
|
|
[*]
|
|
11/9/2011
|
|
|
[*]
|
|
[*]
|
|
12/10/2011
|
|
|
[*]
|
|
[*]
|
|
11/9/2011
|
|
|
[*]
|
|
[*]
|
|
12/9/2011
|
|
1.
|
New Definitions
. The Parties hereby agree to add the following defined terms to Section 1:
|
2.
|
Designation of Renewable Diesel Product as a Product and a Large Market Product.
The Parties hereby agree that (a) pursuant to Section 2.1 of the Agreement, on and after the Amendment Effective Date, the Renewable Diesel Product shall be considered a Product, notwithstanding the exclusion of Specific Products from the definition of Products, and (b) the Renewable Diesel Product is deemed a Large Market Product and the procedures set forth in Section 2.2(d) of the Agreement with regard to designating Products as Large Market Products are deemed satisfied with regard to the Renewable Diesel Product.
|
3.
|
Renewable Diesel Development Project
. The Parties hereby agree that (a) pursuant to Section 2.2 of the Agreement, as of the First Amendment Date, the Renewable Diesel Development Project is deemed to be approved by the Management Committee in accordance with the terms of the Agreement,
(b)
the Improvement Scope for the Renewable Diesel Development Project shall not be broader than the Renewable Diesel Development Project Scope, (c) any and all Inventions developed by or on behalf of either Party under the Improvement Scope IP for the Renewable Diesel Development Project, which Inventions relate to the production of farnesene from fermentation of a Farnesene Strain and purification of such farnesene from fermentation medium shall be deemed to be Main IP (and not Improvement Scope IP), and (d) notwithstanding Section 2.4 or any other provision of the Agreement, TOTAL may not exercise the TOTAL R&D Option with respect to a Farnesene Renewable Diesel Product.
|
4.
|
Governance
. The governance of the Renewable Diesel Development Project shall be as follows:
|
(a)
|
Before the formation of the Holding JV Company: (i) the [*] Subproject and [*] Subproject will be governed as per the Agreement and (ii) the [*] Subproject will be governed by AMYRIS, provided that, in case of (ii), the Management Committee and the Joint Steering Committee as defined in the Agreement are kept informed of the progress of these subprojects and provided further that such subprojects are conducted in accordance with the Renewable Diesel Development Project Plan. All other aspects of the Renewable Diesel Development Project shall be governed in accordance with the governance provisions set forth in the Agreement.
|
(b)
|
After the formation of the Holding JV Company: All aspects of the Renewable Diesel Development Project shall be governed in accordance with the governance provisions set forth in the Agreement.
|
5.
|
Use of Collaboration IP
. In case (i) the Renewable Diesel Development Project is terminated and (ii) the Holding JV Company is not formed, the Parties hereby agree that the restrictions set forth in Section 2.2(d) of the Agreement regarding use of Collaboration IP in a project competing with the Renewable Diesel Development Project having farnesene as the Lead Compound and Farnesene Renewable Diesel Product as the Product shall not apply to AMYRIS with respect to any Collaboration IP developed under the Renewable Diesel Development Project.
|
6.
|
Funding
. Notwithstanding Sections 2.7(a) and (c) of the Agreement, the Parties hereby agree to fund the Renewable Diesel Development Project as follows:
|
7.
|
Exclusivity
. Notwithstanding the provisions of Section 2.8(a) of the Agreement, the one-year period described in the first sentence of Section 2.8(a) shall not apply [*].
|
8.
|
Non-Formation of the Holding JV Company
. The Parties agree that if the Definitive JV Agreements (as defined in the Cover Letter) have not been executed by March 31, 2012 or such later date as is mutually agreed in writing by the Parties (the “Holding JV Formation Deadline”), then:
|
(a)
|
the Renewable Diesel Development Project shall terminate;
|
(b)
|
The funding by TOTAL of the remaining R&D Activities in the Renewable Diesel Development Project shall immediately stop (other than for noncancellable amounts
|
9.
|
AMYRIS Included IP
.
|
10.
|
Limitation of Rights to Use Farnesene Production IP from Licenses
. The Parties hereby agree that, notwithstanding the terms of the Agreement, the licenses granted or to be granted to TOTAL in Sections:
|
(i)
|
6.2(c), 6.3(a), 6.3(d) and 6.3(e) of the Agreement with respect to Renewable Diesel Products will not include the right for TOTAL to use Farnesene Production IP for the production of farnesene from fermentation of a Farnesene Strain and subsequent purification of farnesene to hydrogenation grade, except in each case to the extent necessary for TOTAL to exercise the Exclusive Products Sole Risk Production Right of First Refusal described in Section 11 below for Renewable Diesel Product, and
|
(ii)
|
6.3(b) will exclude the right for TOTAL to use Farnesene Production IP for further optimization of a Commercial Farnesene Strain other than by means of [*].
|
11.
|
Exclusive Products Sole Risk Production Right of First Refusal
. The Parties agree that the “Production Right of First Refusal” set forth in Section 3.2(d)(i) of the Agreement shall be replaced by the following for the purpose of Exclusive JV Products
:
|
•
|
The Repayment Base Amount plus interest in USD thereon at [*] of the Repayment Base Amount, if the Exclusive Sole-Risk Opt-In Right is exercised prior to [*] of the notice of the Proposed Project to the Receiving Party.
|
•
|
The Repayment Base Amount plus interest in USD thereon at [*] of the Repayment Base Amount, if the Exclusive Sole-Risk Opt-In Right is exercised after [*] of the notice of the Proposed Project to the Receiving Party but prior to [*] thereof.
|
•
|
The Repayment Base Amount plus interest in USD thereon at [*] of the Repayment Base Amount, if the Exclusive Sole-Risk Opt-In Right is exercised after [*] of the notice of the Proposed Project to the Receiving Party but prior to [*] thereof.
|
12.
|
TOTAL Option Upon the Renewable Diesel Project Completion Date
|
13.
|
Freedom to Operate
.
|
(i)
|
Within [*] of the completion of the Renewable Diesel Analysis in accordance with the agreed search and evaluation plan detailing specific deliverables and assessments of identified patent applications and patents owned by Third Parties, each Party shall notify the other if it considers that there is a Significant Risk. For the purpose of this section, “Significant Risk” means any risk that Third Party IP may preclude and/or Significantly Delay the development of Renewable Diesel Products in accordance with the Renewable Diesel Development Project Plan or the commercialization of Renewable Diesel Products. If not such notification is provided, then the consequences described in clause (iii)(a) below shall apply.
|
(ii)
|
Upon receipt of such a notice, the Parties shall discuss their concerns about the Significant Risk, including whether to suspend or terminate any or all of the R&D Activities for the Renewable Diesel Project. If the Parties disagree after discussing for a period of [*] upon receipt of such notice, then each Party shall have the right, at its election to:
|
(A)
|
terminate the Renewable Diesel Development Project, if it believes in good faith that the Significant Risk will have a material adverse impact on the Renewable Diesel Project (i.e., if the Third Party IP appears necessary (i.e., design around would Significantly Delay or significantly increase the cost) for the development, production and/or commercialization of Renewable Diesel Products). Any notice of an intent to terminate on such basis must be provided no later than [*] prior to the Holding JV Formation Deadline as agreed by the Parties; or
|
(B)
|
suspend some or all of the R&D Activities (including the corresponding funding) because it believes in good faith that a Significant Risk may (i) prevent the use of the applicable IP for, or (ii) Significantly Delay the development, production and/or the commercialization of Renewable Diesel Products; any notice of suspension must be provided no later than [*] before the Holding JV Formation Deadline as agreed by the Parties. The suspension period shall last until there is a decision by the Management Committee of any appropriate corrective actions.
|
(iii)
|
At the completion of the process described above, the following shall apply: (a) if there is not a termination of the R&D Activities for the Renewable Diesel Project, TOTAL may not decline to enter into the Definitive JV Agreements on the basis of the results of the Renewable Diesel Product Analysis or (b) if there is a termination of the R&D Activities for the
|
(iv)
|
Any Dispute regarding whether there is basis for termination as set forth in (A) or suspension as set forth in (B) shall be resolved in accordance with Section 12.2 of the Agreement.
|
14.
|
Exception to AMYRIS Representations, Warranties and Covenants in Section 8.2(q)
. The Parties hereby agree that by exception to Section 8.2(q) of the Agreement, Farnesene Strains may be disclosed to any Third Party during the Term by AMYRIS, provided that such disclosure is (a) under conditions of confidentiality and restrictive use to protect their proprietary nature and commercial value and (b) solely in furtherance of AMYRIS' business for products other than Exclusive JV Products.
|
15.
|
Construction
. The principles set forth in Section 13.12 of the Agreement shall apply to this First Amendment. References to Sections are references to sections of the Agreement except as otherwise expressly provided.
|
16.
|
Amendment Effective Date; Incorporation of Terms; Continuing Effect
. This First Amendment shall be deemed effective for all purposes as of the Amendment Effective Date. The amendment to the Agreement set forth in this First Amendment shall be deemed to be incorporated in, and made a part of, the Agreement, and the Agreement and this First Amendment shall be read, taken and construed as one and the same agreement. Except as otherwise expressly amended by this First Amendment, the Agreement shall remain in full force and effect in accordance with its terms and conditions.
|
17.
|
Entire Agreement
. This First Amendment contains the entire agreement between TOTAL and AMYRIS with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral and written, with respect to such matters, including the Term Sheet, effective as of July 26, 2011, between AMYRIS and TOTAL Gas & Power USA SAS. In the event of any inconsistency between this First Amendment and the Cover Letter or JV Principles, this First Amendment shall control.
|
AMYRIS, Inc.
|
|
TOTAL Gas & Power USA SAS
|
||||||
By:
|
/s/ John G. Melo
|
|
By:
|
/s/ A. Chaperon
|
||||
Name: John G. Melo
|
|
Name: A. Chaperon
|
||||||
Title: President and CEO
|
|
Title: President
|
Amyris Ref. No.
|
Serial No & Filing Date
|
Title
|
Status
|
[*]
|
US 11/754,235
Filed 05/25/2007
|
Production or Isoprenoids
|
Issued as US 7,659,097 on 02/09/2010
Published as US 20080274523 on 11/06/2008
|
[*]
|
[*]
|
[*]
|
|
[*]
|
PCT/US2007/069807
Filed 05/25/2007
|
Production of Isoprenoids
|
Published as WO 2007/140339 on
12/06/2007
Entered National Phase in Australia, Brazil, Canada, China, Columbia, El Salvador, Europe, Guatemala, Honduras, India, Indonesia, Japan, South Korea, Malaysia, Mexico, Mozambique, Nigeria, Singapore, South Africa, Trinidad & Tobago, Vietnam
|
[*]
|
[*]
|
[*]
|
|
[*]
|
PCT/US2007/012467 Filed:05/25/2007
|
Apparatus for Making a Bio-Organic Compound
|
Published as WO 2007/139924 on 12/06/2007
Entered National Phase in Australia, Brazil, Canada, China, Columbia, El Salvador, Europe, Guatemala, Honduras, India, Indonesia, Japan, South Korea, Malaysia, Mexico, Mozambique, Nigeria, Singapore, South Africa (issued as 2008/09957 on 08/10/2010), Trinidad & Tobago, Vietnam
|
Amyris Ref. No.
|
Serial No & Filing Date
|
Title
|
Status
|
[*]
|
US 11/869,673
Filed 10/09/2007
|
Fuel Compositions Comprising Farnesane and Farnesane Derivatives and Method of Making and Using the Same
|
Issued as U.S. Patent No. 7,399,323 on 07/15/2008
Published as US 20080098645 on 05/01/2008
|
[*]
|
US 11/973,901
Filed 10/09/2007
|
Fuel Compositions Comprising Farnesane and Farnesane Derivatives and Method of Making and Using the Same
|
Issued as U.S. Patent No. 7,846,222 on 12/07/2010
Published as US 20080083158 on 04/10/2008
|
[*]
|
PCT/US2007/021890 Filed 10/10/2007
|
Fuel Compositions Comprising Farnesane and Farnesane Derivatives and Method of Making and Using the Same
|
Published as WO 2008/045555 on 04/17/2008
Entered National Phase in Australia, Brazil, Canada, China, Columbia, El Salvador, Europe, Guatemala, Honduras, Hong Kong, India, Indonesia, Japan, South Korea, Malaysia, Mexico, Mozambique, Nigeria, Singapore, South Africa (issued as 2009/02205 on 09/29/2010), Trinidad & Tobago, Vietnam
|
[*]
|
US 12/595,600
Filed 04/14/2008
|
DXP Production of Isoprenoids
|
Filed in US from PCT.
Published as WO 2008/128159 on 10/23/2008
Published as US 20100178679 on 07/15/2010 DXP pathway
|
[*]
|
US 12/234,589
Filed 09/19/2008
|
Production of Isoprenoids
|
Published as US 20090137014 on 05/28/2009
|
Amyris Ref. No.
|
Serial No & Filing Date
|
Title
|
Status
|
[*]
|
US2008/010886
Filed 09/19/2008
|
Production of Isoprenoids
|
Published as WO 2009/042070 on 04/02/2009
Entered National Phase in Australia, Brazil, Canada, China, Europe, Japan, India, Mexico, and South Africa
|
[*]
|
US 12/753,413
Filed 04/02/2010
|
Stabilization & Hydrogenation Methods for Microbial-Derived Olefins
|
Published as US 20100267971 on 10/21/2010
|
[*]
|
PCT/US2010/029774 Filed 04/02/2010
|
Stabilization & Hydrogenation Methods for Microbial-Derived Olefins
|
Published as WO 2010/115097 on 10/07/2010
|
[*]
|
[*]
|
[*]
|
|
[*]
|
[*]
|
[*]
|
|
[*]
|
[*]
|
[*]
|
|
[*]
|
[*]
|
[*]
|
|
[*]
|
[*]
|
[*]
|
|
[*]
|
[*]
|
[*]
|
|
[*]
|
[*]
|
[*]
|
|
Amyris Ref. No.
|
Serial No & Filing Date
|
Title
|
Status
|
[*]
|
PCT/US05/026190 Filed: 07/21/05
|
Genetically Modified Host Cells and Use of Same for Producing Isoprenoid Compounds
|
Published as WO 2006/014837 on 02/09/06
Entered National Phase in Australia, Brazil, Canada, China, Europe, Japan, Mexico, United States, Vietnam, & South Africa (issued as 2007/00753 on 5/28/2008)
|
[*]
|
PCT/US2007/020790 Filed 09/25/07
|
Production of Isoprenoids and Precursors Thereof
|
Published as WO 2008/039499 on 04/03/2008
Entered National Phase in Brazil, Europe, India, & United States
|
|
JV Product
|
For use in the following Fields
|
Territory
|
N.1
|
[*]
|
[*]
|
World wide
|
N.2
|
[*]
|
[*]
|
World wide
|
N.3
|
[*]
|
[*]
|
World wide
|
N.4
|
[*]
|
[*]
|
World wide
|
N.5
|
[*]
|
[*]
|
World wide
|
N.6
|
[*]
|
[*]
|
World wide
|
N.7
1
|
[*]
|
[*]
|
World wide
|
1.
|
PARTIES
|
1.1.
|
LESSOR:
|
1.2
|
LESSEE:
|
2.
|
SUBJECT MATTER
|
2.1
|
LESSOR
declares to be the owner and lawful holder of twelve (12) office spaces, No. 11 B to 16B and 21B to 26B, which jointly, inseparably and irreversibly constitute the
Real Property,
totaling a 1,529.98 m2 private area, the first six of which are located on the Ground Floor and the other six on the first floor, all in Block “B” of Building “3”, which is part of a commercial development located at Av. John Dalton, No. 301, Lot 2, Block “C”, of the Private Real Estate Development Techno Park Campinas, in the city of Campinas, State of São Paulo, in accordance with the plan approved by the Local Government of the City of Campinas on October 10, 2007, filed under No. 07/11/8807. These office spaces entitle lessee to the use of forty-eight (48) medium-sized dedicated uncovered parking spaces for passenger vehicles, of which thirty-six (36) parking spaces are exclusively reserved for the users of these office spaces and twelve (12) parking spaces are included in the parking spaces reserved for visitors.
|
2.2
|
LESSEE
declares to be aware that the commercial development where the real property contemplated herein is located is composed of several buildings.
|
2.3
|
The offices contemplated herein are duly identified in the attached plans No. 1.04 review 09 and 1.05 review 03 of the executive plan, which, after initialed by the parties, are an integral part hereof as
Schedule 1
; the parking spaces exclusively reserved for
LESSEE
shall be delimited by
LESSOR
in the parking areas near building 3, while the parking spaces for visitors shall be located in the parking areas allocated for such purpose, near the main gate
|
2.4
|
LESSOR
hereby assigns to
LESSEE
, by means of an exclusively commercial lease, the office spaces described above. During the whole term of effectiveness hereof,
LESSOR
agrees to (i) guarantee the peaceable possession and use of the Real Property to
LESSEE
, (ii) be liable for any possible defect in the Real Property. This lease may be extended to other uses, in accordance with the provisions of subsection 2.9. below, if and when required for the activities of
LESSEE.
|
2.5
|
LESSOR
declares that the Real Property is in good standing in the public agencies and records, completely free and clear of any property, personal, court-ordered or extrajudicial lien, charge, encumbrance, debt, doubt, levy, provisional attachment, sequestration, statutory or conventional mortgage, overdue tax, fee or contribution of any kind, and it hereby agrees to provide the required documents to prove such good standing until delivery of the keys and, afterwards, at the request of
LESSEE
.
LESSEE
hereby declares that it is fully aware of the fact that with regard to the Public Records,
LESSOR
is still performing the required actions to register the construction of the real property in the record of the applicable real estate district.
|
2.5.1
|
The parties hereby agree that
LESSEE
shall be solely liable - but it may be assisted by
LESSOR
to the possible extent - to obtain from the applicable public authorities the operating permit and other authorizations required to its activities at the site, it being understood that
LESSOR
shall not have any liability in this regard, except with reference to the proper documentation for which it is responsible under Local Law No. 11749, of November 13, 2003, i.e.,
LESSOR
shall provide: (i) the Plan approved by the Local Government of Campinas with regard to the building; (ii) the Building Permit (iii) a Certificate of Inspection issued by the SANASA, (iv) a Certificate of Inspection issued by the Fire Department, (v) CCO-Certificate of Completion of Works, (vi) copies of the Urban Real Estate Tax (IPTU) payment voucher relating to the unified Lot No. 2 of Block “C” of the Real Estate Development Techno Park Campinas, where the Real Property is located; (vii) updated documents proving ownership of the lot where the Real Property is built (updated certificate of the Real Property record) issued by the competent Register of Deeds. The aforementioned documents shall be provided by
LESSOR
to
LESSEE
within up to 30 days after the date of execution hereof. After compliance with the legal requirements as set forth in this section,
LESSEE'S
possible failure to obtain the required permits shall not be a reason for termination hereof, provided the cases where
LESSEE'S
failure to obtain the permits results from lack of the documents and actions to be obtained and/or performed by
LESSOR
.
|
2.6
|
The office spaces hereby leased shall be delivered by
LESSOR
to
LESSEE
in accordance with the original plans, finishing and specifications - as set forth in the aforementioned
Schedule 1
- and with the changes requested by
LESSEE,
as provided in subsections 2.6.1 and 2.6.3 below, which shall be included in a Layout prepared by
LESSEE
|
2.6.1.
|
The office spaces' dividing walls shall be removed to create a larger internal space.
|
2.6.2.
|
The main coating, finishing and installation of the internal areas contemplated in the original plan, as described below, shall not be changed:
|
i)
|
Carpeted raised floor - 12-15 cm;
|
ii)
|
Drywall and acoustic plates;
|
iii)
|
Lamps - type and position;
|
iv)
|
Ducts, position of air supply diffusers and return air filter grilles and individual air conditioning system equipment of each office space.
|
2.6.3.
|
LESSOR
shall change, at its expenses, the original configuration of the bathroom facilities, provided the new solution proposed by
LESSEE
in
Schedule 2 - Layout - observes the original position thereof and adopts, in the event of unification of adjacent facilities, the alternative plan developed by
LESSOR.
|
2.6.4.
|
The following services and facilities, which shall be planned and carried out for the sole account and risk of
LESSEE
, are not included in
LESSOR'S
obligations because they depend on the specific needs of
LESSEE:
|
i)
|
Electrical and telecommunications cabling under the raised floor, from the internal power boards of each office space - Circuit Distribution Panel-Type for electrical cabling and Communications Box for telecommunications and data - including installation of the corresponding outlets and connections on the raised floor plates;
|
ii)
|
Internal dividing walls of any kind, including dividing walls between the internal open spaces - OPEN FLOOR - and meeting rooms, executive board rooms, reception, access, data processing and other areas, provided they are not included in the original plan (
Schedule 1)
and in
Schedule 3
mentioned below, it being understood that the suggestions included in presentations and indicative documents prepared by
LESSOR
shall not be deemed included in the real property. These dividing walls
|
iii)
|
Furniture;
|
iv)
|
No-Breaks and/or power stabilizers; and
|
v)
|
Additional equipment of any kind. With regard to air conditioning,
LESSOR
informs that the units leased hereunder are already equipped with twelve (12) air conditioning units, one in each office space, as well as with the required distribution piping. Should
LESSEE
wish to install any additional air conditioning unit,
LESSEE
shall be solely responsible for such installation.
|
2.6.5
|
In accordance with the modifications above, which are included in
Schedule 2
mentioned in subsection 2.6,
LESSOR
shall prepare, based on Schedule I, a drawing designated Plan of the Ground Floor and 1
st
Floor with the basic information for lease of the unified office spaces No. 11B to 16B and 21B to 26B, which, after initialed by the parties, shall be attached hereto as
Schedule 3
.
|
2.7.
|
The telecommunications and data transmission facilities contemplated in the original plan, which are made available to
LESSEE
in each internal communication box, are composed of five metallic pairs per office space.
|
2.8.
|
The wiring demand per office space may not exceed the installed power of the Circuit Distribution Panel-Type of the original wiring plan, which corresponds to 20,080 watts, of which 8,640 watts correspond to the standard air conditioning system and 2,340 watts to the lighting circuits, and a current of 9,100 watts per office space shall be available for the equipment to be installed, totaling 54,600 watts for the six (6) office spaces leased hereunder.
|
2.8.1
|
The electric plan for the internal networks, for which
LESSEE
shall be responsible in accordance with the provisions of subsection 2.6.4.i above, shall distribute the equipment so that the electric currents installed do not exceed the aforementioned limit per office space, based on the list of equipment and respective rating, the total amount of which shall be compatible with the electric current provided in all office spaces of a given floor, taking into consideration the demand factor and the operation of the additional air conditioning equipment in alternate times and not simultaneously to the operation of the main system.
|
2.8.2.
|
Whenever currents that exceed the amounts contemplated in the original plan are installed in the wiring,
LESSEE
shall
substitute the cables and corresponding circuit breaker, always observing the limit of 20,080 w per Circuit Distribution Panel-Type.
|
2.9.
|
LESSEE
declares to be aware that the other office spaces of building “3” and of the other buildings of the development may be occupied by non-disturbing business companies,
|
2.10
|
LESSOR
shall provide
LESSEE
with an electronic file (.plt) containing the original architecture, piping, wiring and telecommunications plan required for the plans for which
LESSEE
is responsible.
LESSEE
shall send
LESSOR
the documents listed below, which relate to the companies and independent contractors hired by
LESSEE
to execute the finishing, dividing walls, infrastructure networks and other services for which
LESSEE
is responsible: (i) Technical Responsibility Annotations (ARTs) of the professionals responsible for the plans and works; (ii) complete identification of the legal representative(s); (iii) Environmental Risk Prevention Program (PPRA); (iv) Occupational Health Program (PCMSO); (v) list of the employees involved in the works with identification and number of the social-security card; (vi) copies of the SOCIAL-SECURITY CARD (card identification page, employee identification page, contract page); (vii) Occupational Health Certificate (ASO); (viii) Instrument of Delivery of Individual Protection Equipment (EPI); (ix) Certificate of NR-18 safety training in accordance with the function; (x) in the event of electricians, NR-10 training and, in the event of ditchers, NR-33 training.
|
3.
|
TERM
|
3.1
|
This lease shall be effective for five (5) years, from November 15, 2011 through November 14, 2016, subject to the provisions of article 4 of Law No. 8245, of October 18, 1991.
|
3.2
|
Taking into consideration the need for sufficient time for installation of the
LESSEE, LESSOR
shall authorize
LESSEE
to initiate, for its account and risk, the works relating to the facilities for which it is responsible up to 60 days before final delivery of the office spaces, provided this is technically feasible, it being understood that the office spaces hereby leased shall only be deemed delivered and in the possession of
LESSEE
upon actual delivery of the keys, along with the documents referred to in subsection 2.5 above, which will occur on November 15, 2011.
|
3.2.1
|
In the event
LESSEE
fails to timely prepare and deliver to
LESSOR
the Lay-out (Schedule 2) of its facilities, so that
LESSOR
has a term of 60 days before the date of commencement of the lease to carry out the works and facilities for which it is responsible, the actual delivery of the keys and signature of the “Instrument of Delivery and Receipt” shall be postponed for a period corresponding to the delay for approval of Schedule 2, without prejudice to the effective date hereof, in case
LESSEE
is exclusively responsible for this delay.
|
3.2.2
|
The installations for which
LESSEE
is responsible, which include the responsibilities set forth in subsection 2.6.4 above, may not prevent compliance with the obligations of
LESSOR
, for which reason its corresponding plans shall be submitted to
LESSOR
for
|
4.
|
RENT
|
4.1
|
The monthly rent hereof is sixty-three thousand four hundred and ninety-five Brazilian
reais
(R$63,495.00), which
LESSEE
agrees to pay by the fifth (5
th
) day of the month following the month of maturity, by means of credit to the checking account held by
LESSOR
with Banco Bradesco, branch 2002-08, checking account No. 6852-7, or, should there not be any, at the principal business office of
LESSOR
, during business hours, or at any other address at the discretion of
LESSOR
.
|
4.1.1
|
The parties agree that the initial term for payment of the rent shall be November 15, 2011, when the real property will be delivered, as set forth in subsection 3.2 above. The first monthly rent shall be due on November 30, 2011, to be paid by
LESSEE
to
LESSOR
proportionally to the 15-day period, by December 5, 2011. In case the Real Property is not delivered within the term established in subsection 3.2 above or in case the Real Property is not ready to be received by
LESSEE
, the initial term set forth in this subsection shall be extended and
LESSEE
shall have no obligation with regard to the payment of rent, it being understood that the effective date of the Lease and the initial term for the payment of rent shall only commence after actual delivery of the Real Property, by means of actual delivery of the keys and signature of the Instrument of Receipt by
LESSEE
.
|
4.2
|
In the event of failure to pay the rent within the term established above,
LESSEE
shall pay interest at the rate of one percent (1%) per month or fraction of a month, and adjustment for inflation in accordance with the General Market Price Index disclosed by the Getúlio Vargas Foundation (IGP-M FGV), from the maturity date to the date of actual payment, in addition to the payment of a fine corresponding to two percent (2%) of the overdue amount.
|
4.2.1
|
In the event of failure to pay two consecutive monthly rentals, in addition to the penalties contemplated in subsection 4.2 above,
LESSEE
shall be subject to the provisions of subsection 13.2 below.
|
5.
|
ADJUSTMENT
|
5.1
|
The monthly rent shall be adjusted annually, after 12 months after execution hereof, by the variation of the IGP-M, as compiled and disclosed by the Getúlio Vargas Foundation, and the reference date shall be August 1
st
, 2011. Should it not be possible to use this index, for any reason, the following indices shall be adopted, in the following order: Consumer Price Index, as disclosed by the Foundation Institute of Economic Research (IPC/FIPE), Broad Consumer Price Index (IPCA) and General Price Index - Domestic Availability (IGP-DI), or another index that best reflects the inflation of the period, as defined by mutual agreement of the parties.
|
6.
|
RESPONSIBILITIES OF LESSEE
|
6.1
|
During the whole term of the lease agreed hereunder,
LESSEE
shall be solely liable for compliance with the following obligations:
|
a)
|
Payment of the Urban Real Estate Tax (IPTU) and other local fees levied or that come to be levied on the Real Property leased hereunder, i.e., the ideal fractions of land and private and common built areas relating to office spaces 11 B to 16B and 21B to 26B, as well as any other fees charged by the public authorities or public-utility companies with regard to the units that are the subject matter of this lease.
|
b)
|
Payment of the share of the Monthly Contribution Fee relating to Lot 2 of Block C owed to the Techno Park Campinas Owners' Association- ASSOCITECH, which shall be proportional to the private area leased and which refers to the maintenance, management and security and to the payment of fees, charges and taxes relating to the private real estate development Techno Park Campinas.
|
c)
|
Payment of the condominium charges relating to the current expenses with maintenance of the common areas, their buildings and equipment, management, security and payment of fees, charges and taxes relating to the Techno Plaza development or, in the future, Techno Plaza Condominium, proportionally to the private area leased hereunder compared to the total private area of building “3” - which corresponds to fifty percent (50%) - and proportionally to the total private area of building “3” compared to the total private area of the development, which will correspond to 23.8413%
when the development is completed. Taking into consideration that the development is being built in phases, its total private area to be taken into consideration shall be the area corresponding to all completed buildings, disregarding those under construction and those that have not been initiated; the applicable rates may be changed upon registration of the condominium, in view of final adjustments in the specifications, which shall be reflected in the plans for the Local Government of the City of Campinas (“occupancy permit”).
|
d)
|
Payment of the share of water (Sanasa) and power (CPFL) consumption and telephone expenses relating to the common facilities of the development, whenever they are not included in the condominium charges referred to above.
|
e)
|
Individual consumption of any kind.
|
f)
|
Share in the expenses with extraordinary maintenance and conservation services for the common areas and facilities of the development and of the corresponding equipment and facilities provided, including, without limitation to, paving, gardens, wiring network and installation, piping and telecommunication systems, pumps and fire protection
|
g)
|
Payment of the share in the annual insurance against fire and liability insurance taken out to cover risks relating to the common buildings and facilities of the development, the amounts of which shall always take into consideration the adjusted costs of the insured assets.
|
h)
|
Payment to
LESSOR
of the annual insurance premium relating to the insurance directly taken out by
LESSOR
with a reputable insurance company at market prices, with regard to the private areas involved in this lease, covering the risk of fire, lightning, explosions, windstorms, airplane crashes and civil liability, it being understood that the insured amount shall be based on an amount of up to eighty (80) times the amount of the monthly rent in effect, except if such coverage has already been agreed in the insurance mentioned in the preceding item. The aforementioned liability insurance shall take into consideration the activities carried out at the site.
LESSOR
agrees to provide
LESSEE
with a copy of the policy mentioned in this section, which shall inform the contracted coverage and the schedule for payment of the premium.
|
7.
|
TAXES AND FEES
|
7.1
|
During the lease period,
LESSEE
shall be solely liable to pay the local taxes and fees levied on the real property, even if on a proportional basis, with regard to the office spaces leased hereunder.
LESSEE
shall not be liable for the payment of taxes and fees levied before the lease, which shall be paid by
LESSOR
, even if they are assessed in the future.
LESSOR
agrees to provide
LESSEE
with the IPTU payment voucher for the current fiscal year, as well as with all other bills that are in its possession, always before the maturity dates, under penalty of being liable for the resulting delinquency fines and charges.
|
7.2
|
The Party that fails to comply with its statutory obligations shall reimburse the aggrieved party for any possible fine imposed by the public authorities as a result of irregularities resulting from actions or failures to act exclusively attributable to one of the Parties.
|
8.
|
CONSERVATION
|
8.1
|
LESSEE
agrees to maintain the real property leased hereunder in the same conditions of use as it was received and to return it in the same conditions upon termination hereof, normal wear and tear excepted.
|
8.1.1
|
Except for the changes in the Real Property Layout carried out by
LESSOR
in accordance with the provisions of subsection 2.6 and items 2.6.1, 2.6.2 and 2.6.3 thereof,
LESSOR
may, at the end of the lease period, accept return of the real property with all or some of the improvements carried out by
LESSEE
, subject to the provisions of subsection 8.3 below.
|
8.2
|
LESSEE
agrees to contract from a company with established technical qualification the preventive and corrective air conditioning maintenance services, so as to guarantee the perfect operation of this equipment during the entire lease period and the good state of conservation thereof at the end of the lease period, normal wear and tear excepted; this company shall be contracted within up to 60 days after the effective date of the lease, and it shall be preliminarily approved or rejected by
LESSOR
in writing within up to seven (7) business days after presentation of the corresponding technical offer by
LESSEE
.
|
8.3
|
Except for the works affecting the real property safety, for which
LESSOR
shall always be solely liable,
LESSEE
may, with the written consent of
LESSOR
, make the improvements deemed convenient in the private areas leased hereunder, removing such improvements at the end of the lease period in case
LESSOR
is not interested in the maintenance and possible acquisition thereof, and whenever such removal does not damage the units themselves and the building where they are located.
|
9.
|
PUBLIC REQUIREMENTS
|
9.1
|
LESSEE
shall meet the applicable requirements defined by the Public Authorities and which are directly related to the activities it will carry out in the units that are the subject matter of this lease.
|
9.2.1
|
In the event of expropriation of the real property, wholly or in part, or in case a certain use is prohibited by the competent authorities, this instrument shall be terminated by operation of law and no indemnification shall be owed by one of the parties to the other, provided the right of any of the parties to individually or jointly claim damages to the expropriator.
|
10.1
|
LESSOR
may examine and inspect the real property leased in business days and hours (i) scheduled five (5) days in advance for routine inspections or (ii) at any time in the event immediate intervention is required, including, without limitation to, in the event of inefficient operation of the facilities, leakage in pipes, wiring problems, inefficient operation of the air conditioning system, structural problems, roof infiltration and others.
|
10.2
|
Should any urgent intervention be required,
LESSOR
shall orally inform the person specifically designated by
LESSEE
for such purpose of the urgency, by telephone and even outside normal business hours, and
LESSEE
shall be required to grant access to its facilities as soon as possible.
|
11.
|
ASSIGNMENT AND TRANSFER
|
11.1
|
LESSEE
may not assign, transfer, lend or sublease the real property that is the subject matter hereof, wholly or in part, without the express consent of
LESSOR
, except for companies of the same economic group as
LESSEE
, it being understood that
LESSEE
shall remain jointly and fully liable to
LESSOR
for all obligations hereunder.
|
12.
|
RECORDS
|
12.1.
|
The parties hereby authorize their respective representatives to promote all required recordation, registrations and filings with the competent registrars for registration of this agreement, and
LESSEE
shall incur any possible expense in case it is interested in the registration.
|
12.2.
|
LESSOR
shall mention effectiveness of this Agreement in the deed of sale, gift or other instrument of alienation of the Real Property, pursuant to the provisions of article 8 of Law No. 8245/91, to which terms and conditions the future acquirer shall subrogate, it being understood that all terms and conditions of the Agreement shall prevail.
|
12.2.1
|
While the Agreement is not recorded and registered with the competent Register of Deeds,
LESSOR
shall be required, in the event of alienation of the Real Property, as a prior and essential condition for the possible sale, to enter into an agreement whereby the third parties acquiring the Real Property agree to fully comply with this instrument, under penalty of
LESSOR
being
held liable for damages and contractual penalty.
|
13.
|
FINES
|
13.1
|
The parties agree on a compensatory fine corresponding to three (3) times the rent at the time of the event in the event of violation of any contractual or statutory obligation hereunder, provided such obligation is not complied with within ten (10) business days after the applicable notice. In the event of early return of the real property by
LESSEE
within a term shorter than the term mentioned in subsection 3.1 above, the fine to be imposed shall also correspond to three (3) times the rent and be reduced proportionally to the term of the lease already elapsed.
|
13.2
|
Subject to the provisions of Subsection 13.1, should any of the parties fail to comply with any of the obligations hereby agreed and to cure such default within the term established in subsection 13.1 above, the innocent party shall be entitled to terminate this instrument by means of written notice, and in addition to the damages possibly owed, the defaulting party shall pay a fine corresponding to three (3) times the monthly rent in effect at the time mentioned in subsection 13.1 above, plus statutory interest and adjustment for inflation.
|
14.
|
GUARANTEE
|
14.1.
|
In order to guarantee this instrument,
LESSEE
shall post a bond in an amount corresponding
|
15.
|
FINAL PROVISIONS
|
15.1
|
This instrument is irrevocable and irreversible and shall be binding upon the parties, their heirs and successors.
|
15.2
|
No forbearance between the parties with regard to any failure to comply with the obligations assumed hereunder shall constitute a precedent or novation of the provisions hereof, which shall require a written agreement.
|
15.3
|
In the event of sale, contract for deed, assignment or commitment to assign rights or accord and satisfaction or any other form of alienation of the real property leased hereunder,
LESSEE
shall have the right of first refusal to acquire it under the same conditions as third parties. For
LESSEE
to be able to exercise such right,
LESSOR
shall give it written notice of all conditions of the transaction it wishes to carry out and the place where and the time when
LESSEE
may examine the certificates and documents related to such transaction, and
LESSOR
grant
LESSEE
a term of no less than thirty (30) days to irrevocably and irreversibly exercise its right of first refusal in writing.
|
15.4
|
All notices, communications or information exchanged between the Parties and addressed to their representatives shall be sent in writing to the addresses identified in the preamble
|
15.5
|
None of the Parties shall be liable for failure to comply with its contractual obligations in the event of act of God or force majeure, pursuant to the provisions of article 393 of the Brazilian Civil Code, for which purpose it shall immediately inform the other Party of the occurrence of such event within up to two (2) days after the event, further informing the adverse effects produced by the event.
|
15.6
|
Any provision of this instrument may only be amended by means of the execution of a written amendment.
|
15.7
|
Notwithstanding any provision to the contrary contained herein, none of the parties, their affiliates and/or employees or representatives shall be held liable to the other party for any indirect damage, loss of profits, loss of revenue, loss of business and others. An example of indirect damage is any damage suffered by
LESSOR
in a possible loan taken out by
LESSOR
that results in a penalty for late payment if the amount owed could have been paid had
LESSEE
not failed to pay the monthly rent hereunder. Another example of indirect damage is any loss suffered by
LESSEE
as a result of the severance payment to a certain receptionist hired by
LESSEE
to work in the real property contemplated in this Lease, and whose employment contract had to be terminated as a result of the sale of the real property by
LESSOR
to third parties. The parties shall only be held liable for indirect damages in case it is established that they have been caused by the parties.
|
15.8
|
In case any term or provision hereof is held invalid, null, unenforceable or illegal, the remaining terms or provisions shall in no way be affected thereby and shall remain in full force. Should the invalid, illegal or unenforceable provision be deemed an essential element of this Instrument, the Parties shall immediately negotiate valid, legal and enforceable substitutive provisions acceptable to both Parties and which reflect the intent of the Parties with regard to the invalid, illegal or unenforceable provisions.
|
15.9
|
LESSOR
may not: a) use this Instrument to guarantee any debt or obligation to third parties. b) issue duplicate invoices with regard to any amount owed hereunder and c) discount or trade any invoice issued by it hereunder in banks, financial institutions, factoring companies or even with individuals.
|
15.10
|
The parties hereby elect the courts of the Judicial District of the real property to resolve any issue hereunder, provided the parties hereby waive any other court.
|
Subsidiaries
|
State or Other Jurisdiction of Incorporation or
Organization
|
Amyris Fuels, LLC
|
Delaware
|
AB Technologies LLC
|
Delaware
|
Amyris Brasil Ltda.
|
Brazil
|
SMA Indústria Química S.A.
|
Brazil
|
1.
|
I have reviewed this Annual Report on Form 10-K of Amyris, 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 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 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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Date: February 28, 2012
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/s/ JOHN MELO
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John Melo
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President and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Amyris, Inc.;
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2.
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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;
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3.
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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;
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4.
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The registrant's other certifying officer 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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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 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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Date: February 28, 2012
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/s/ JERYL HILLEMAN
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Jeryl Hilleman
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Chief Financial Officer
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Date: February 28, 2012
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/s/ JOHN MELO
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John Melo
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President and Chief Executive Officer
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(Principal Executive Officer)
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Date: February 28, 2012
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/s/ JERYL HILLEMAN
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Jeryl Hilleman
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Chief Financial Officer
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(Principal Financial Officer)
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