0001193125-10-076663 Sample Contracts

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”).

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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.”

ENZYME AND PRODUCT SUPPLY AGREEMENT
Supply Agreement • April 5th, 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.”

COLLABORATIVE RESEARCH AND LICENSE AGREEMENT July 10, 2009
And License Agreement • April 5th, 2010 • Codexis Inc • Industrial organic chemicals • New York

THIS COLLABORATIVE RESEARCH AND LICENSE AGREEMENT, together with schedules attached hereto (this “Agreement”) is entered into and effective as of July 10, 2009 (the “Effective Date”) 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”), Iogen Energy Corporation, a corporation existing under the law of Canada, having a place of business at 310 Hunt Club Road East, Ottawa, Ontario K1V 1C1, Canada, (“IE”), 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 US”), and Shell Chemicals Canada Limited, a corporation existing under the laws of Canada, having a place of business at 400 - 4th Avenue S.W., P.O. Box 4280, Station ‘C’, Calgary, Alberta T2T 5Z5, Canada (“Shell Canada” and together with Shell US “Shell”). Codexis, IE, Shell US and Shell Canada may

AMENDMENT TO THE AMENDED AND RESTATED LICENSE AGREEMENT
License Agreement • April 5th, 2010 • Codexis Inc • Industrial organic chemicals

THIS AMENDMENT TO THE AMENDED AND RESTATED LICENSE AGREEMENT, together with exhibits and schedules attached hereto, (the “Amendment”) is entered into and effective as of March 4, 2009 (the “Amendment 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.”

MEMORANDUM OF UNDERSTANDING FOR TRANSFER PRICING (CODEXIS INDIA)
Codexis Inc • April 5th, 2010 • Industrial organic chemicals

THIS MEMORANDUM OF UNDERSTANDING (the “MOU”), effective as of February 16, 2010 (the “MOU 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 India”), 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”), pursuant and subject to the Product Supply Agreement, by and between Codexis India and Arch, effective as of the MOU Effective Date (the “PSA”). Unless otherwise defined in this MOU, including without limitation Exhibit A attached to this MOU, all capitalized terms used herein shall have the definitions assigned to them in the PSA.

AMENDED AND RESTATED COLLABORATIVE RESEARCH AGREEMENT
Collaborative Research Agreement • April 5th, 2010 • Codexis Inc • Industrial organic chemicals • New York

This Series D Preferred Stock Purchase Agreement (the “Agreement”) is made and entered into as of August 22, 2006, by and among Codexis, Inc., a Delaware corporation (the “Company”), and the purchasers, severally and not jointly, listed on Exhibit A hereto, each of which is herein referred to as a “Purchaser” and all of which are collectively referred to herein as the “Purchasers”.

AMENDMENT TO THE AMENDED AND RESTATED COLLABORATIVE RESEARCH AGREEMENT
Collaborative Research Agreement • April 5th, 2010 • Codexis Inc • Industrial organic chemicals • California

This Series F Preferred Stock Purchase Agreement (the “Agreement”) is made and entered into as of March 4, 2009, by and among Codexis, Inc., a Delaware corporation (the “Company”), and the purchasers, severally and not jointly, listed on Exhibit A hereto, each of which is herein referred to as a “Purchaser” and all of which are collectively referred to herein as the “Purchasers”.

AMENDMENT NO. 2 TO THE AMENDED AND RESTATED COLLABORATIVE RESEARCH AGREEMENT
Collaborative Research Agreement • April 5th, 2010 • Codexis Inc • Industrial organic chemicals

THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED COLLABORATIVE RESEARCH AGREEMENT, together with exhibits and schedules attached hereto, (the “Second Amendment”) is entered into and effective as of February 23, 2010 (the “Second Amendment 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.”

LICENSE AGREEMENT
Escrow Agreement • April 5th, 2010 • Codexis Inc • Industrial organic chemicals • New York

* Payable only after the First Commercial Sale of a Licensed Product in Category F by and for the benefit of a Person (including Codexis) other than the Codexis Exclusive Partner, as described in Section 3.3(a)(ii).

MEMORANDUM OF UNDERSTANDING FOR TRANSFER PRICING AND ROYALTY CALCULATION (CODEXIS INC.)
Codexis Inc • April 5th, 2010 • Industrial organic chemicals

THIS MEMORANDUM OF UNDERSTANDING (the “MOU”), effective as of February 16, 2010 (the “MOU 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 and having a place of business at H wing, 4th Floor, Tex Centre, Chandivali, Mumbai, 400072, India (“Arch”), pursuant and subject to the Enzyme and Product Supply Agreement, by and between Codexis and Arch, effective as of the MOU Effective Date (the “EPSA”). Unless otherwise defined in this MOU, including without limitation Exhibit A attached to this MOU, all capitalized terms used herein shall have the definitions assigned to them in the EPSA.

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