Item 1.01 Entry into a Material Definitive Agreement.
Asset Purchase Agreement
On March 31, 2021, Amyris, Inc. (the “Company”) entered into, and closed, an Asset Purchase Agreement (the “Purchase Agreement”) and related license and supply agreements with DSM Nutritional Products Ltd. (the “Buyer”), an affiliate of DSM International B.V., a subsidiary of Koninklijke DSM N.V. (“DSM”), a significant stockholder of the Company, pursuant to which the Buyer acquired exclusive rights to the Company’s Flavor and Fragrance (“F&F”) product portfolio, and agreed to use the Company to provide manufacturing of the product portfolio as well as ongoing research and development services with respect to ingredients targeted to the F&F market.
The aggregate transaction proceeds consisted of (i) an upfront payment of $150 million at closing and (ii) future earn-out payments of up to an aggregate total of $235 million, relating to the achievement of commercial milestones in each of the calendar years 2022 through 2024. The Company and the Buyer also entered into a 15-year manufacturing agreement whereby the Company will manufacture certain F&F ingredients for the Buyer to supply to third parties. In addition, the Company and Firmenich SA modified certain development and manufacturing agreements to extend their collaboration for an additional 15 years, including the future development of at least five new molecules.
The Company used a portion of the proceeds at closing to (i) prepay in full the outstanding principal amount owed to DSM Finance, B.V., an affiliate of DSM (“DSM Finance”) under three secured promissory notes of $8 million in the aggregate, under that certain Credit Agreement, dated as of September 17, 2019, (ii) make a partial prepayment of $15 million principal amount owed to DSM Finance under an unsecured promissory note (as amended, the “Note”), under that certain Credit Agreement, dated as of December 28, 2017, (iii) pay a $2.5 million prepayment fee to DSM Finance pursuant to the terms of the Note, and (iv) pay $1.85 million in satisfaction of amounts payable by the Company to the Buyer pursuant to that certain Performance Agreement between the parties, dated as of November 17, 2017.
Note Amendment
On March 31, 2021, the Company entered into an Amendment to Note (the “Amendment”) with DSM Finance to extend the final maturity of the remaining $10 million principal balance under the Note from December 31, 2021 to April 15, 2022.
The foregoing summary of certain terms of the Purchase Agreement, the Note and the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreements. The Company intends to file copies of the Purchase Agreement and the Amendment with its Quarterly Report on Form 10-Q for the quarter ending March 31, 2021.