Common use of Bioamber Non-Compete Commitment Clause in Contracts

Bioamber Non-Compete Commitment. Bioamber will not itself or with or through third parties engage in the development of biocatalysts other than E. coli for the production of succinic acid or salts thereof, except for the development activities under the terms and conditions of this Development Agreement. This obligation endures for the Term of this Development Agreement. Notwithstanding the above, Bioamber shall be permitted to evaluate other biocatalysts, but shall not undertake development of such biocatalysts. The purpose of such evaluations shall be to identify and eventually secure alternative technologies, in the event that the CB1 development program is not successful. As such, Bioamber shall cease within 30 days any further funding and development of a biocatalyst, including but not limited to the genetic modification or the optimization of fermentation conditions, when such biocatalyst has demonstrated the ability to produce succinic acid at a concentration above [***] grams per liter. This restriction shall apply to any succinic acid biocatalyst other than E. coli, be it a biocatalyst developed in-house, licensed-in, or under development at a third party lab that is funded by Bioamber or to which Bioamber has secured a future right or right of first refusal through direct payment, in kind contribution, grant, gift, differed payment or commitment to a future payment. * Confidential treatment requested The Parties, through their authorized representatives, hereby agree to the terms and conditions of this Development Agreement. XXXXXXX, XXXXXXXXXXXX Bio Technology Development Center BIOAMBER S.A.S. /s/ Xxxx Staboch /s/ Xxxx-Xxxxxxxx Huc Signature Signature VP BioTDC Director General Title Title 4/16/10 April 15, 2010 Date Date * Confidential treatment requested Exhibit A Work Plan Milestones [***] MILESTONE 1 [***] Time to achieve: Month 12 MILESTONE 2 [***] Time to achieve: Month 30 MILESTONE 3 [***] Time to achieve: Month 42 Cargill Confidential * Confidential treatment requested Exhibit B Cargill Patents and Patent Applications Publication # Title Filing Date Expiration Date [***] Publication # Title Filing Date Expiration Date [***] Publication # Title Filing Date Expiration Date [***] Publication # Title Filing Date Expiration Date [***] Publication # Title Filing Date Expiration Date [***] Publication # Title Filing Date Expiration Date [***] Cargill Confidential * Confidential treatment requested Exhibit C Licensed Tool Kit Basic Package Content: • [***] • [***] • [***] • [***] • [***] • The price will be negotiated, but as of the Effective Date of this Agreement, the fair market value is base package price of US $[***] Additional Fee Option Content: • Genome sequence of CB1, including assembly and annotations as is Cargill’s state of the art at the time of the request. • The price will be negotiated, but as of the Effective Date of this Development Agreement, the fair market value is price of US $[***] * Confidential treatment requested EXHIBIT D COMMERCIAL LICENSE AGREEMENT Cargill Confidential * Confidential treatment requested EXHIBIT E Third Party Patents relating to the Work Plan Publication number and title Assignee [***] Third Party Patents relating to Modified Work Plan Publication number and title Assignee [***] * Confidential treatment requested EXHIBIT F Cargill’s Guiding Principles • Cargill will comply with the laws of all countries to which it is subject. • Cargill will not knowingly assist any third party to violate any law of any country, by creating false documents or by any other means. • Cargill will not pay or receive bribes or participate in any other unethical, fraudulent, or corrupt practice. • Cargill will always honor all business obligations that it undertakes with absolute integrity. • Cargill will keep its business records in a manner that accurately reflects the true nature of its business transactions. • Cargill managers and supervisors will be responsible that employees, consultants and contract workers under their supervision are familiar with applicable laws and company policies and comply with them. Further, they will be responsible for preventing, detecting, and reporting any violations of law of Cargill policies. • Cargill employees will not become involved in situations that create a conflict of interest between the company and the employee. • Every year, all Cargill employees sign an agreement to live these principles. Cargill’s Compliance Policy on Intellectual Property [*** 2 pages omitted.] Cargill Confidential * Confidential treatment requested AMENDMENT 1 TO DEVELOPMENT AGREEMENT This is the First Amendment (“First Amendment”) to the Development Agreement (“Development Agreement”) entered into on April 15, 2010, by and between Xxxxxxx, Xxxxxxxxxxxx through its Bio Technology Development Center, having its principal place of business at 00000 XxXxxxx Xxxx West, Wayzata, Minnesota 55391 USA (“Cargill”) and BioAmber S.A.S., having a place of business at Xxxxx xx Xxxxxxxxxx, X-00000, Xxxxxxx Xxxxxx (“BioAmber”). This First Amendment will be effective as of July 5, 2011, upon the signature of both Cargill and BioAmber. Cargill and Bioamber mutually agree as follows:

Bioamber Non-Compete Commitment. Bioamber will not itself or with or through third parties engage in the development of biocatalysts other than E. coli for the production of succinic acid or salts thereof, except for the development activities under the terms and conditions of this Development Agreement[***]. This obligation endures for the Term of this Development Agreement. Notwithstanding the above, Bioamber shall be permitted to evaluate other biocatalysts, but shall not undertake development of such biocatalysts. The purpose of such evaluations shall be to identify and eventually secure alternative technologies, in the event that the CB1 development program is not successful. As such, Bioamber shall cease within 30 days any further funding and development of a biocatalyst, including but not limited to the genetic modification or the optimization of fermentation conditions, when such biocatalyst has demonstrated the ability to produce succinic acid at a concentration above [***] grams per liter. This restriction shall apply to any succinic acid biocatalyst other than E. coli, be it a biocatalyst developed in-house, licensed-in, or under development at a third party lab that is funded by Bioamber or to which Bioamber has secured a future right or right of first refusal through direct payment, in kind contribution, grant, gift, differed payment or commitment to a future payment]. * Confidential treatment requested The Parties, through their authorized representatives, hereby agree to the terms and conditions of this Development Agreement. XXXXXXX, XXXXXXXXXXXX Bio Technology Development Center [***] BIOAMBER S.A.S. /s/ Xxxx Staboch [***] /s/ Xxxx-Xxxxxxxx Huc Signature Signature VP BioTDC [***] Director General Title Title 4/16/10 April 15, 2010 Date Date * Confidential treatment requested Exhibit A Work Plan Milestones [***] MILESTONE 1 [***] Time to achieve: Month 12 MILESTONE 2 [***] Time to achieve: Month 30 MILESTONE 3 [***] Time to achieve: Month 42 Cargill Confidential * Confidential treatment requested Exhibit B Cargill Patents and Patent Applications Publication # Title Filing Date Expiration Date [**** 4 pages omitted.] Publication # Title Filing Date Expiration Date [***] Publication # Title Filing Date Expiration Date [***] Publication # Title Filing Date Expiration Date [***] Publication # Title Filing Date Expiration Date [***] Publication # Title Filing Date Expiration Date [***] Cargill Confidential * Confidential treatment requested Exhibit C Licensed Tool Kit Basic Package Content: • [***] • [***] • [***] • [***] • [***] • The price will be negotiated, but as of the Effective Date of this Agreement, the fair market value is base package price of US $[***] Additional Fee Option Content: • Genome sequence of CB1, including assembly and annotations as is Cargill’s state of the art at the time of the request. • The price will be negotiated, but as of the Effective Date of this Development Agreement, the fair market value is price of US $[***] * Confidential treatment requested EXHIBIT D COMMERCIAL LICENSE AGREEMENT Cargill Confidential * Confidential treatment requested EXHIBIT E Third Party Patents relating to the Work Plan Publication number and title Assignee [***] Third Party Patents relating to Modified Work Plan Publication number and title Assignee [***] * Confidential treatment requested EXHIBIT F Cargill’s Guiding Principles • Cargill will comply with the laws of all countries to which it is subject. • Cargill will not knowingly assist any third party to violate any law of any country, by creating false documents or by any other means. • Cargill will not pay or receive bribes or participate in any other unethical, fraudulent, or corrupt practice. • Cargill will always honor all business obligations that it undertakes with absolute integrity. • Cargill will keep its business records in a manner that accurately reflects the true nature of its business transactions. • Cargill managers and supervisors will be responsible that employees, consultants and contract workers under their supervision are familiar with applicable laws and company policies and comply with them. Further, they will be responsible for preventing, detecting, and reporting any violations of law of Cargill policies. • Cargill employees will not become involved in situations that create a conflict of interest between the company and the employee. • Every year, all Cargill employees sign an agreement to live these principles. Cargill’s Compliance Policy on Intellectual Property [*** 2 pages omitted.] Cargill Confidential * Confidential treatment requested AMENDMENT 1 TO DEVELOPMENT AGREEMENT This is the First Amendment (“First Amendment”) to the Development Agreement (“Development Agreement”) entered into on April 15, 2010, by and between Xxxxxxx, Xxxxxxxxxxxx through its Bio Technology Development Center[***], having its principal place of business at 00000 XxXxxxx Xxxx West, Wayzata, Minnesota 55391 USA [***] (“Cargill”) and BioAmber S.A.S., having a place of business at Xxxxx xx Xxxxxxxxxx, X-00000, Xxxxxxx Xxxxxx (“BioAmber”). This First Amendment will be effective as of July 5, 2011, upon the signature of both Cargill and BioAmber. Cargill and Bioamber mutually agree as follows:

Bioamber Non-Compete Commitment. Bioamber will not itself or with or through third parties engage in the development of biocatalysts other than E. coli for the [***] production of succinic acid or salts thereof, except for the development activities under the terms and conditions of this Development Agreement. This obligation endures for the Term of this Development Agreement. Notwithstanding the above, Bioamber shall be permitted to evaluate other biocatalysts, but shall not undertake development of such biocatalysts[***]. The purpose of such evaluations shall be to identify and eventually secure alternative technologies, in the event that the CB1 development program is not successful. As such, Bioamber shall cease within 30 days any further funding and development of a biocatalyst[***], including but not limited to the genetic modification or the optimization of fermentation conditions, when such biocatalyst has demonstrated the ability to produce succinic acid at a concentration above [***] grams per liter]. This restriction shall apply to any succinic acid biocatalyst other than E. coli, be it a biocatalyst [***] developed in-house, licensed-in, or under development at a third party lab that is funded by Bioamber or to which Bioamber has secured a future right or right of first refusal through direct payment, in kind contribution, grant, gift, differed payment or commitment to a future payment. * Confidential treatment requested The Parties, through their authorized representatives, hereby agree to the terms and conditions of this Development Agreement. XXXXXXX, XXXXXXXXXXXX Bio Technology Development Center BIOAMBER S.A.S. /s/ Xxxx Staboch /s/ Xxxx-Xxxxxxxx Huc Signature Signature VP BioTDC Director General Title Title 4/16/10 April 15, 2010 Date Date * Confidential treatment requested Exhibit A Work Plan Milestones [***] MILESTONE 1 [***] Time to achieve: Month 12 MILESTONE 2 [***] Time to achieve: Month 30 MILESTONE 3 [***] Time to achieve: Month 42 Cargill Confidential * Confidential treatment requested Exhibit B Cargill Patents and Patent Applications Publication # Title Filing Date Expiration Date [**** 4 pages omitted.] Publication # Title Filing Date Expiration Date [***] Publication # Title Filing Date Expiration Date [***] Publication # Title Filing Date Expiration Date [***] Publication # Title Filing Date Expiration Date [***] Publication # Title Filing Date Expiration Date [***] Cargill Confidential * Confidential treatment requested Exhibit C Licensed Tool Kit Basic Package Content: • [***] • [***] • [***] • [***] • [***] • The price will be negotiated, but as of the Effective Date of this Agreement, the fair market value is base package price of US $[***] Additional Fee Option Content: • Genome sequence of CB1, including assembly and annotations as is Cargill’s state of the art at the time of the request. • The price will be negotiated, but as of the Effective Date of this Development Agreement, the fair market value is price of US $[***] * Confidential treatment requested EXHIBIT D COMMERCIAL LICENSE AGREEMENT Cargill Confidential * Confidential treatment requested EXHIBIT E Third Party Patents relating to the Work Plan Publication number and title Assignee [***] Third Party Patents relating to Modified Work Plan Publication number and title Assignee [***] * Confidential treatment requested EXHIBIT F Cargill’s Guiding Principles • Cargill will comply with the laws of all countries to which it is subject. • Cargill will not knowingly assist any third party to violate any law of any country, by creating false documents or by any other means. • Cargill will not pay or receive bribes or participate in any other unethical, fraudulent, or corrupt practice. • Cargill will always honor all business obligations that it undertakes with absolute integrity. • Cargill will keep its business records in a manner that accurately reflects the true nature of its business transactions. • Cargill managers and supervisors will be responsible that employees, consultants and contract workers under their supervision are familiar with applicable laws and company policies and comply with them. Further, they will be responsible for preventing, detecting, and reporting any violations of law of Cargill policies. • Cargill employees will not become involved in situations that create a conflict of interest between the company and the employee. • Every year, all Cargill employees sign an agreement to live these principles. Cargill’s Compliance Policy on Intellectual Property [*** 2 pages omitted.] Cargill Confidential * Confidential treatment requested AMENDMENT 1 TO DEVELOPMENT AGREEMENT This is the First Amendment (“First Amendment”) to the Development Agreement (“Development Agreement”) entered into on April 15, 2010, by and between Xxxxxxx, Xxxxxxxxxxxx through its Bio Technology Development Center, having its principal place of business at 00000 XxXxxxx Xxxx West, Wayzata, Minnesota 55391 USA (“Cargill”) and BioAmber S.A.S., having a place of business at Xxxxx xx Xxxxxxxxxx, X-00000, Xxxxxxx Xxxxxx (“BioAmber”). This First Amendment will be effective as of July 5, 2011, upon the signature of both Cargill and BioAmber. Cargill and Bioamber mutually agree as follows: