0001193125-10-254338 Sample Contracts

INDEMNIFICATION RIGHTS AND CONTRIBUTION AGREEMENT
Indemnification Rights and Contribution Agreement • November 9th, 2010 • Verenium Corp • Industrial organic chemicals • Delaware

THIS INDEMNIFICATION RIGHTS AND CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of August 12, 2010, by and between Charles River Partnership XII, LP, a Delaware limited partnership (the “Fund”) and VERENIUM CORPORATION, a Delaware corporation (the “Company”) (collectively, the “Parties”).

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LICENSE AGREEMENT INDEX
Bp License Agreement • November 9th, 2010 • Verenium Corp • Industrial organic chemicals • New York

THIS BP LICENSE AGREEMENT (“Agreement”) is made as of September 2, 2010 (“Effective Date”), by and between BP Biofuels North America LLC, a Delaware limited liability company (“BP”), and Verenium Corporation, a Delaware corporation (“Licensee”).

SUBLICENSE AGREEMENT by and between VERENIUM BIOFUELS CORPORATION and VERENIUM CORPORATION (Effective as of September 2, 2010)
Sublicense Agreement • November 9th, 2010 • Verenium Corp • Industrial organic chemicals • New York

THIS SUBLICENSE AGREEMENT (“Agreement”) is made immediately upon the consummation of the Closing under and as defined in the Asset Purchase Agreement (referred to below) on September 2, 2010 (“Effective Date”), by and between Verenium Biofuels Corporation, a Delaware corporation (to be renamed BP Biofuels Advanced Technology Inc. after the Effective Date, “BP”), and Verenium Corporation, a Delaware corporation (“Licensee”).

JOINT INTELLECTUAL PROPERTY AGREEMENT INDEX
Joint Intellectual Property Agreement • November 9th, 2010 • Verenium Corp • Industrial organic chemicals • New York

THIS JOINT INTELLECTUAL PROPERTY AGREEMENT (“Agreement”) is made as of September 2, 2010 (“Effective Date”), by and between BP Biofuels North America LLC, a Delaware limited liability company (“BP”), and Verenium Corporation, a Delaware corporation (“Verenium”).

BP NON-COMPETITION AGREEMENT by and between BP BIOFUELS NORTH AMERICA LLC and VERENIUM CORPORATION
Non-Competition Agreement • November 9th, 2010 • Verenium Corp • Industrial organic chemicals • New York

THIS BP NON-COMPETITION AGREEMENT (the “Agreement”) is made as of September 2, 2010 (the “Effective Date”), by and between BP Biofuels North America LLC, a Delaware limited liability company (“BP”) and Verenium Corporation, a Delaware corporation (“Verenium”).

VERENIUM LICENSE AGREEMENT by and between VERENIUM CORPORATION and BP BIOFUELS NORTH AMERICA LLC (Effective as of September 2, 2010)
License Agreement • November 9th, 2010 • Verenium Corp • Industrial organic chemicals • New York

THIS VERENIUM LICENSE AGREEMENT (“Agreement”) is made as of September 2, 2010 (“Effective Date”), by and between Verenium Corporation, a Delaware corporation (“Verenium”), and BP Biofuels North America LLC, a Delaware limited liability company (“Licensee”).

VERENIUM NON-COMPETITION AGREEMENT by and between VERENIUM CORPORATION and BP BIOFUELS NORTH AMERICA LLC
Non-Competition Agreement • November 9th, 2010 • Verenium Corp • Industrial organic chemicals • New York

THIS VERENIUM NON-COMPETITION AGREEMENT (the “Agreement”) is made as of September 2, 2010 (the “Effective Date”), by and between and Verenium Corporation, a Delaware corporation (“Verenium”), and BP Biofuels North America LLC, a Delaware limited liability company (“BP”).

BP TRANSITION SERVICES AGREEMENT
Bp Transition Services Agreement • November 9th, 2010 • Verenium Corp • Industrial organic chemicals • New York

(the “Requesting Party”) hereby submits this Change Order Request to (the “Other Party”) pursuant to Section 4(b) of the Transition Services Agreement, dated as of [ ], 2010 (the “Agreement”), between the Requesting Party and the Other Party.

ESCROW AGREEMENT
Escrow Agreement • November 9th, 2010 • Verenium Corp • Industrial organic chemicals • New York

THIS ESCROW AGREEMENT (this “Agreement”) is dated as of September 2, 2010 (the “Closing Date”) and is among Verenium Corporation, a Delaware corporation (the “Company”), BP Biofuels North America LLC, a Delaware limited liability company (“Purchaser”), and JPMorgan Chase Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed thereto in the Purchase Agreement (as defined below).

SUBLEASE AGREEMENT between BP BIOFUELS NORTH AMERICA LLC, a Delaware limited liability company, as Tenant and VERENIUM CORPORATION, a Delaware corporation, as Subtenant Dated as of September 2, 2010
Sublease Agreement • November 9th, 2010 • Verenium Corp • Industrial organic chemicals • California

THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of September 2, 2010 (“Effective Date”), by and between BP BIOFUELS NORTH AMERICA LLC, a Delaware limited liability company (“Tenant”), and VERENIUM CORPORATION, a Delaware corporation (“Subtenant”).

INDEMNIFICATION RIGHTS AND CONTRIBUTION AGREEMENT
Indemnification Rights and Contribution Agreement • November 9th, 2010 • Verenium Corp • Industrial organic chemicals • Delaware

THIS INDEMNIFICATION RIGHTS AND CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of September 17, 2010, by and between Rho Ventures IV, L.P., Rho Ventures IV (QP), L.P., Rho Ventures IV GmbH & Co. Beteiligungs KG, and Rho Management Trust I (collectively, the “Fund”) and VERENIUM CORPORATION, a Delaware corporation (the “Company”) (collectively, the “Parties”).

VERENIUM TRANSITION SERVICES AGREEMENT
Verenium Transition Services Agreement • November 9th, 2010 • Verenium Corp • Industrial organic chemicals • New York

(the “Requesting Party”) hereby submits this Change Order Request to (the “Other Party”) pursuant to Section 4(b) of the Transition Services Agreement, dated as of [ ], 2010 (the “Agreement”), between the Requesting Party and the Other Party.

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