Codexis Inc Sample Contracts

4,285,715 Shares Codexis, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • December 7th, 2020 • Codexis, Inc. • Industrial organic chemicals • New York
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Codexis, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • May 2nd, 2024 • Codexis, Inc. • Industrial organic chemicals • New York

Codexis, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

Shares CODEXIS, INC. Common Stock, par value $0.0001 per share FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • March 31st, 2010 • Codexis Inc • Industrial organic chemicals • New York
CODEXIS, INC. EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 7th, 2021 • Codexis, Inc. • Industrial organic chemicals • New York

As further set forth in this agreement (this “Agreement”), Codexis, Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.

LEASE AGREEMENT
Lease Agreement • May 7th, 2021 • Codexis, Inc. • Industrial organic chemicals

THIS LEASE AGREEMENT (this “Lease”) is made this 29th day of January, 2021, between ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), and CODEXIS, INC., a Delaware corporation (“Tenant”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 28th, 2009 • Codexis Inc • Industrial organic chemicals • Delaware

This Indemnification Agreement (the “Agreement”) is made as of [DATE] by and between Codexis, Inc., a Delaware corporation (the “Company”), and [INDEMNITEE] (the “Indemnitee”).

CODEXIS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 27th, 2023 • Codexis, Inc. • Industrial organic chemicals • Delaware

This Indemnification Agreement (“Agreement”) is effective as of December 16, 2022, by and between Codexis, Inc., a Delaware corporation (the “Company”), and [INDEMNITEE] (“Indemnitee”).

Contract
Warrant Agreement • February 13th, 2024 • Codexis, Inc. • Industrial organic chemicals • New York

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED (I) UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR (II) WITHOUT AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 20th, 2019 • Codexis, Inc. • Industrial organic chemicals • California

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 20, 2019, by and among Codexis, Inc., a Delaware corporation (the “Company”), and the investors signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

Codexis, Inc. and Wells Fargo Bank, N.A. as Rights Agent Rights Agreement Dated as of September 3, 2012
Rights Agreement • September 4th, 2012 • Codexis Inc • Industrial organic chemicals • Delaware

The Agreement provides that until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), the Rights will be transferred with and only with the Common Stock. Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), new Common Stock certificates issued after the close of business on the Record Date upon transfer or new issuance of the Common Stock will contain a notation incorporating the Agreement by reference, and the Company will deliver a notice to that effect upon the transfer or new issuance of book entry shares. Until the Distribution Date (or earlier redemption, exchange, termination or expiration of the Rights), the surrender for transfer of any certificates for Common Stock or any book entry shares, with or without such notation, notice or a copy of this Summary of Rights, will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate or th

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • October 31st, 2024 • Codexis, Inc. • Industrial organic chemicals • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Alison Moore (the “Executive”) and Codexis, Inc., a Delaware corporation (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).

CODEXIS, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 20th, 2019 • Codexis, Inc. • Industrial organic chemicals • California

This Securities Purchase Agreement (“Agreement”) is made as of June 20, 2019 (the “Effective Date”), by and among Codexis, Inc., a Delaware corporation (the “Company”), and each entity, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached as Exhibit A hereto (the “Schedule of Purchasers”). Such entities are hereinafter collectively referred to herein as “Purchasers” and each individually as a “Purchaser.”

SEPARATION AGREEMENT
Separation Agreement • November 6th, 2014 • Codexis Inc • Industrial organic chemicals • California

This Separation Agreement (the “Agreement”) by and between David O’Toole (“Executive”) and Codexis, Inc., a Delaware corporation (the “Company”), is made effective as of the eighth (8th) day following the date Executive signs this Agreement (the “Effective Date”) with reference to the following facts:

LICENSE AGREEMENT
License Agreement • April 5th, 2010 • Codexis Inc • Industrial organic chemicals • California

This LICENSE AGREEMENT (the “Agreement”), effective as of March 28, 2002 (the “Effective Date”), is made by and between Maxygen, Inc., a Delaware corporation (“MUS”), and Codexis, Inc., a Delaware corporation (“Codexis”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • April 5th, 2010 • Codexis Inc • Industrial organic chemicals • New York

THIS LOAN AND SECURITY AGREEMENT, dated as of September 28, 2007 (as amended, restated, supplemented or otherwise modified from time to time (this “Agreement”)) is among GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), in its capacity as agent for Lenders (as defined below), together with its successors and assigns in such capacity, “Agent”), OXFORD FINANCE CORPORATION (“Oxford”), the other financial institutions who are or hereafter become parties to this Agreement as lenders (together with GECC and Oxford, collectively the “Lenders”, and each individually, a “Lender”) and CODEXIS, INC., a Delaware corporation (“Borrower”). Agent has an office at 83 Wooster Heights Road, Fifth Floor, Danbury, CT 06810 (the “Agent’s Office”). Borrower’s mailing address and chief executive office is 200 Penobscot Drive, Redwood City, CA 94063.

AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • April 5th, 2010 • Codexis Inc • Industrial organic chemicals • New York

THIS AMENDED AND RESTATED LICENSE AGREEMENT, together with exhibits attached hereto, (the “Amended and Restated License Agreement”) is entered into as of the Execution Date and effective as of November 1, 2006 (the “Effective Date”), by and between Equilon Enterprises LLC dba Shell Oil Products US, a Delaware limited liability company, having a place of business at 910 Louisiana Street, Houston, Texas 77002 (“Shell”), and Codexis, Inc., a Delaware corporation, having a place of business at 200 Penobscot Drive, Redwood City, California 94063 (“Codexis”). Shell and Codexis may each be referred to herein individually as a “Party” or, collectively, as the “Parties.”

AMENDED AND RESTATED COLLABORATIVE RESEARCH AGREEMENT
Collaborative Research Agreement • January 14th, 2010 • Codexis Inc • Industrial organic chemicals • New York

THIS AMENDED AND RESTATED COLLABORATIVE RESEARCH AGREEMENT, together with exhibits and schedules attached hereto, (the “Amended and Restated Research Agreement” or the “Agreement”) is entered into as of the Execution Date and effective as of November 1, 2006 (the “Effective Date”), by and between Equilon Enterprises LLC dba Shell Oil Products US, a Delaware limited liability company, having a place of business at 910 Louisiana Street, Houston, Texas 77002 (“Shell”), and Codexis, Inc., a Delaware corporation, having a place of business at 200 Penobscot Drive, Redwood City, California 94063 (“Codexis”). Shell and Codexis may each be referred to herein individually as a “Party” or, collectively, as the “Parties.”

ENZYME AND PRODUCT SUPPLY AGREEMENT
Enzyme and Product Supply Agreement • April 16th, 2010 • Codexis Inc • Industrial organic chemicals • New York

THIS ENZYME AND PRODUCT SUPPLY AGREEMENT, including the exhibits attached hereto (the “Agreement”), effective as of February 16, 2010 (the “Effective Date”), is made and entered into by and between Codexis, Inc., a Delaware corporation, having a place of business at 200 Penobscot Drive, Redwood City, California 94063, United States of America (“Codexis”), and Arch Pharmalabs Limited, a corporation organized and existing under the laws of India having a place of business at H wing, 4th Floor, Tex Centre, Chandivali, Mumbai, 400072, India (“Arch”). Codexis and Arch each may be referred to herein individually as a “Party,” or collectively as the “Parties.”

CODEXIS, INC. JOHN NICOLS STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • May 11th, 2018 • Codexis Inc • Industrial organic chemicals • Delaware

Codexis, Inc., a Delaware corporation, (the “Company”) hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”), which is incorporated herein by reference. Unless otherwise defined herein, the terms are defined in Article 1 of the Stock Option Agreement.

AMENDMENT NO. 1 TO LICENSE AGREEMENT
License Agreement • December 28th, 2009 • Codexis Inc • Industrial organic chemicals

This Amendment No. 1 (“Amendment No. 1”) amends that certain License Agreement effective March 28, 2002 (the “Agreement”) entered by and between Maxygen, Inc. (“MUS”) and Codexis, Inc. (“Codexis”), and shall be effective as of September 13, 2002 (the “Amendment Date”). MUS and Codexis hereby amend the License Agreement as follows:

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 28th, 2009 • Codexis Inc • Industrial organic chemicals • New York

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of November 9, 2007 (the “Amendment Date”), by and among CODEXIS, INC., a Delaware corporation (“Borrower”), WASABI ACQUISITION LLC, a Delaware limited liability company (“Wasabi”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation acting in its capacity as agent (the “Agent”) for the lenders under the Credit Agreement (as defined below) (the “Lenders”), and the Lenders.

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Employment Agreement
Employment Agreement • November 4th, 2022 • Codexis, Inc. • Industrial organic chemicals • California

This Employment Agreement (the “Agreement”), dated as of August 9, 2022 (the “Effective Date”), is made by and between Codexis, Inc., a Delaware corporation (the “Company”), and Stephen Dilly, MBBS, Ph.D. (the “Executive” and, together with the Company, the “Parties”).

MANUFACTURE AND SUPPLY AGREEMENT
Manufacture and Supply Agreement • October 28th, 2011 • Codexis Inc • Industrial organic chemicals

THIS MANUFACTURE AND SUPPLY AGREEMENT (this “Agreement”), effective as of May 16, 2011 (the “Effective Date”), is made and entered into by and between Codexis, Inc., a Delaware corporation, having a place of business at 200 Penobscot Drive, Redwood City, California 94063, USA (“Codexis”), and Lactosan GmbH & Co. KG, a corporation organized and existing under the laws of Austria, having a place of business at Industriestrasse West 5, A-8605 Kapfenberg, Austria (“Company”). Codexis and Company each may be referred to herein individually as a “Party,” or collectively as the “Parties.”

SUPPLY AGREEMENT
Supply Agreement • August 4th, 2008 • Codexis Inc • Industrial organic chemicals

THIS SUPPLY AGREEMENT (the “Agreement”), effective as August 1, 2006 (the “Effective Date”), is made and entered into by and between Codexis Laboratories India Private Limited, a corporation organized and existing under the laws of India and having a place of business at G-01, Prestige Loka, 7/1 Brunton Road, Bangalore – 560 025, India (“Codexis”), and Arch Pharmalabs Limited, a corporation organized and existing under the laws of India and having a place of business at H wing, 4th Floor, Tex Centre, Chandivali, Mumbai, 400072, India (“Arch”). Codexis and Arch each may be referred to herein individually as a “Party” or collectively as the “Parties.”

CODEXIS, INC. DAVID O’TOOLE RESTRICTED STOCK GRANT NOTICE AND RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • November 7th, 2012 • Codexis Inc • Industrial organic chemicals • Delaware

Codexis, Inc., a Delaware corporation, (the “Company”), hereby grants to the individual listed below (“Participant”), the number of shares (the “Shares”) of the Company’s common stock (“Stock”) set forth below. These Shares are subject to all of the terms and conditions as set forth herein and in the Restricted Stock Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Agreement), which is incorporated herein by reference. Unless otherwise defined herein, the terms are defined in Article 1 of the Restricted Stock Agreement.

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 6th, 2019 • Codexis, Inc. • Industrial organic chemicals • California

THIS SIXTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is made effective as of July 11, 2019 (the “Amendment Date”) and made by and among WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”) and CODEXIS, INC., a Delaware corporation (“Borrower”).

SITAGLIPTIN CATALYST SUPPLY AGREEMENT By and Between MERCK SHARP AND DOHME CORP And CODEXIS, INC.
Sitagliptin Catalyst Supply Agreement • April 2nd, 2013 • Codexis Inc • Industrial organic chemicals • New York

This Sitagliptin Catalyst Supply Agreement (this “AGREEMENT”) is made and entered into as of February 1, 2012 (“EFFECTIVE DATE”), by and between MERCK SHARP AND DOHME CORP ("MERCK") (formerly known as Merck & Co. Inc.), a New Jersey corporation having a place of business at One Merck Drive, Whitehouse Station, New Jersey 08889-0100 (“MERCK”), and CODEXIS, INC., a Delaware corporation having a place of business at 200 Penobscot Drive, Redwood City, CA 94063 (“CODEXIS”).

FIRST AMENDMENT TO LEASE
Lease • December 28th, 2009 • Codexis Inc • Industrial organic chemicals

This First Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of June 1, 2004 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, as Landlord (“Landlord”), and CODEXIS, INC., a Delaware corporation, as Tenant (“Tenant”), with reference to the following facts (“Recitals”):

COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • December 28th, 2009 • Codexis Inc • Industrial organic chemicals • California

THIS CERTIFIES THAT, for value received, Oxford Finance Corporation, (“Holder”) is entitled to subscribe for and purchase Nine Thousand One Hundred (9,100) shares of the fully paid and non-assessable shares of Common Stock (“the Shares”) of Codexis, Inc., a Delaware corporation (the “Company”), at the Warrant Price (as hereinafter defined), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein, the term “Common Stock” shall mean the Company’s currently authorized Common Stock, and any stock into which such Common Stock may hereafter be exchanged.

THIRD AMENDMENT TO LEASE
Lease • December 28th, 2009 • Codexis Inc • Industrial organic chemicals

This Third Amendment to Lease (“Amendment”) is entered into, and dated for reference purposes, as of March 31, 2008 (the “Execution Date”) by and between METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Metropolitan”), as Landlord (“Landlord”), and Codexis, Inc. a Delaware corporation (“Codexis”), as Tenant (“Tenant”), with reference to the following facts (“Recitals”):

CONSENT TO ASSIGNMENT AND FIRST AMENDMENT
Lease Agreement • November 3rd, 2023 • Codexis, Inc. • Industrial organic chemicals

This Consent to Assignment and First Amendment (this “Consent”) is made as of September __, 2023, by ARE-SAN FRANCISCO NO. 63, LLC, a Delaware limited liability company (“Landlord”), to CODEXIS, INC., a Delaware corporation (“Tenant”), and VAXCYTE, INC., a Delaware corporation (“Assignee”), with reference to the following Recitals.

MASTER SECURITY AGREEMENT No. 5081102 Dated as of October 25, 2005 (“Agreement”)
Master Security Agreement • December 28th, 2009 • Codexis Inc • Industrial organic chemicals • Virginia

THIS AGREEMENT is between Oxford Finance Corporation (together with its successors and assigns, if any, “Secured Party”) and Codexis, Inc. (“Debtor”). Secured Party has an office at 133 N. Fairfax Street, Alexandria, VA 22314. Debtor is a corporation organized and existing under the laws of the state of Delaware. Debtor’s mailing address and chief place of business is 200 Penobscot Drive, Redwood City, CA 94063.

ENZYME LICENSE AND SUPPLY AGREEMENT
Enzyme License and Supply Agreement • August 4th, 2008 • Codexis Inc • Industrial organic chemicals • New York

THIS ENZYME LICENSE AND SUPPLY AGREEMENT (the “Agreement”), effective as of August 1, 2006 (the “Effective Date”), is made and entered into by and between Codexis, Inc., a Delaware corporation, having a place of business at 200 Penobscot Drive, Redwood City, California 94063, USA (“Codexis”), and Arch Pharmalabs Limited, a corporation organized and existing under the laws of India, having a place of business at H wing, 4th Floor, Tex Centre, Chandivali, Mumbai, 400072, India (“Arch”). Codexis and Arch each may be referred to herein individually as a “Party,” or collectively as the “Parties.”

Contract
License Agreement • December 28th, 2009 • Codexis Inc • Industrial organic chemicals

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

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