LICENSE AGREEMENT

This LICENSE AGREEMENT (the “ Agreement ”) is made as of November 14, 2008 (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 ”) and Dyadic International (USA), Inc. , a corporation organized under the laws of Florida, having its principal office at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477-5094, United States of America, and Dyadic International, Inc. , a Delaware corporation, having a place of business at 140 Intracoastal Pointe Drive, Suite 404, Jupiter, Florida 33477-5094, United States of America, (Dyadic International (USA), Inc. and Dyadic International, Inc., collectively, hereinafter “ Dyadic ”).  Codexis and Dyadic are each referred to herein by name or, individually, as a “ Party ” or, collectively, as “ Parties .”

WHEREAS , Dyadic owns or has rights under certain patent rights and know-how relating to the generation and use of its proprietary Chrysosporium lucknowense (“ C1 ”) technology for the expression of certain genes and secretion of certain corresponding enzymes and, in addition, Dyadic owns or has rights under certain related Dyadic Materials (as defined herein);

WHEREAS , Codexis desires to obtain a non-exclusive license under such patent rights and know-how of Dyadic and, in addition, to obtain access to the Dyadic Materials, all on the terms and conditions herein;

WHEREAS , Dyadic desires to grant such license to Codexis, and Dyadic desires to provide access to the Dyadic Materials to Codexis, all on the terms and conditions herein; and

WHEREAS , Codexis agrees to provide consideration to Dyadic in exchange for the grant of such license in the form of certain payments and, in addition, in a demonstration of the value of C1 technology in the development and commercialization of one or more certain products, as further described herein.

NOW, THEREFORE , in consideration of the mutual covenants and agreements provided herein below and other consideration, the receipt and sufficiency of which is hereby acknowledged, Dyadic and Codexis hereby agree as follows:

As used in this Agreement, capitalized terms shall have the meanings indicated in this Article 1 or as specified elsewhere in this Agreement:

“ Affiliate ” means, with respect to any Person, any other Person that is controlled by, controls, or is under common control with such first Person, as the case may be.  For purposes of this Section 0 , the term “control” means (a) direct or indirect ownership of fifty percent (50%) or more of the voting interest in the entity in question, or fifty percent (50%) or more interest in the income of the entity in question; provided, however, that if local Law requires a minimum percentage of local ownership of greater than fifty percent (50%), control will be established by direct or indirect beneficial ownership of one hundred percent (100%) of the maximum ownership percentage that may, under such local Law, be owned by foreign interests, or (b) possession, directly or indirectly, of the power to direct or cause the direction of management or policies of the entity in question (whether through ownership of securities or other ownership interests, by contract or otherwise).

1.1   “ Broad Codexis Product ”   means any Licensed Product that is (a) a protein that is not included within the Dyadic Materials and that is produced by a Broad Production Strain; (b) a combination of any protein not included within the Dyadic Material that materially enhances the performance or value of the Licensed Product with any protein(s) included in the Dyadic Materials for use in Category A and/or Category F; (c) a combination of proteins included within the Dyadic Materials that is produced in a ratio that is different than the ratio produced by the Dyadic Materials; or (d) any protein(s) that is produced by a strain other than a Production Strain that incorporates any component of the Dyadic Materials or any derivative or modification thereof.

1.2   “ Broad Production Strain(s) ” means any strain generated by Codexis utilizing the Dyadic Material, or any derivative or modification thereof, and/or the Licensed IP that produces a Licensed Product for use in Category A and/or Category F.

1.3   “ C1 Strains ” means, individually and collectively, the Dyadic strains identified on Exhibit D , together with any progeny (but not any derivatives or modifications) of such strains.

1.4   “ Category ” means any of the categories A, B, C, D, E and/or F as set forth on Exhibit A .

1.5   “ Codexis Exclusive Partner “ has the meaning set forth in Section 2.1(c)(1) .

1.6   “ Codexis Product ” means any Narrow Codexis Product and/or any Broad Codexis Product.

1.7   “ Confidential Information ” means any information of a confidential and proprietary nature, including but not limited to know-how, information, invention disclosures, patent applications, proprietary materials and/or technologies, economic information, business or research strategies, purchase orders (and any information included therein), trade secrets, and material embodiments thereof, disclosed by a Party to the other Party and characterized to the receiving Party as confidential.  For clarity, any reports delivered by Codexis to Dyadic under this Agreement, including without limitation pursuant to Section 4.1 , shall be deemed to be the Confidential

1.8   Information of Codexis.  The Dyadic Materials shall be considered Confidential Information of Dyadic.

1.9   “ Contract Activities ” means any activities directed to [***] 1 .

1.10   “ Control ” or “ Controlled ” means, with respect to all or any portion of any gene, the gene itself, protein, compound, material, information or intellectual property right, that the Party owns or has a license to any portion of any   such gene, the gene itself, protein, compound, material, information or intellectual property right and has the ability to grant to the other Party access, a license or a sublicense (as applicable) to any portion of any such gene, the gene itself, protein, compound, material, information or intellectual property right as provided for herein without violating the terms of any agreement or other arrangements with any Third Party.

1.11   “ Dollar ” or “ $ ” means the lawful currency of the United States.

1.12   “ Dyadic Material ” means, individually and collectively, (a) the C1 Strains, and (b) the promoters, fusion proteins, signal peptides, selectable markers, vectors, genetic constructs, genes, expression products, DNA and other materials set forth on Exhibit D , together with any progeny (but not any derivatives or modifications) thereof.

1.13   “ Escrow Agreement ” means that certain Escrow Agreement between Codexis and Dyadic, substantially in the form attached hereto as Exhibit K , pursuant to which the license issuance fee paid by Codexis to Dyadic pursuant to Section 3.1(c) will be held and, after satisfaction of the certain conditions set forth on Schedule 1.13 , released to Dyadic, as further described therein.

1.14   “ Field ” means any and all Categories.

1.15   “ First Commercial Sale ” means, with respect to each Category, the milestone event set forth on Exhibit B for such Category.

1.16   “ Improvement ” means [***].

1.17   “ Law ” means, individually and collectively, any and all laws, ordinances, orders, rules, rulings, directives and regulations of any kind whatsoever of any governmental, court or regulatory authority within the applicable jurisdiction.

1.18   “ Licensed IP ” means the (a) Licensed Patents; and (b) Licensed Know-how.

1.19   “ Licensed Know-how ” means, to the extent necessary or reasonably useful for the (a) research, development, manufacture, use or sale of Licensed Products, or (b) research,

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1.20   development or use of a Production Strain, any and all technical information, information regarding genetic mutations, regulatory information, clinical information, know-how, processes, procedures, methods, formulae, protocols, techniques, software and data, which are not claimed in, covered by or otherwise disclosed in the Licensed Patents, that (i) Dyadic Controls as of the Effective Date, and (ii) is directly related to the Licensed Patents, the Dyadic Materials or a Production Strain.

1.21   “ Licensed Patents ” means (a) the Patents listed on Exhibit C , and (b) any and all other Patents Controlled by Dyadic as of the Effective Date related to the C1 expression system, the C1 high-throughput screening system and/or any C1-derived enzymes (and the genes encoding the same) that are necessary or useful [***] 2 .

1.22   “ Licensed Product ” means any product (a) with respect to which Codexis and/or its Affiliates has (i) conducted research and/or development activities and (ii) a material commercialization interest at the time of the first commercial sale or   use of such product, and (b) (i) the manufacture, use, sale, offer for sale, or import of which would, but for the rights granted to Codexis pursuant to Section 2.1(a) , infringe a Valid Claim; or (ii) that arose from, or whose manufacture involves, the use of any of the Dyadic Materials or any derivative or modification of any the Dyadic Materials.

1.23   “ MTEP ” means metric ton of enzyme protein.

1.24   “ Narrow Codexis Product ” means any Licensed Product, excluding any Broad Codexis Product, that is produced by a Narrow Production Strain and is (a) a protein that is not included within the Dyadic Materials; or (b) a combination of any protein not included within the Dyadic Material that materially enhances the performance or value of the Licensed Product with any protein(s) included in the Dyadic Materials.

1.25   “ Narrow Production Strain(s) ” means any strain generated by Codexis utilizing the Dyadic Material, or any derivative or modification thereof, and/or the Licensed IP that produces a Licensed Product for use in Category B, C, D or E.

1.26   “ Patents ” means all: (a) United States and foreign patents, re-examinations, reissues, renewals, extensions and term restorations, inventors’ certificates and counterparts thereof; and (b) pending applications for United States and foreign patents, including, without limitation, provisional applications, continuations, continued prosecution, divisional and substitute applications, and counterparts thereof.

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1.27   “ Person ” means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.

1.28   “ Production Strain ” means any Narrow Production Strain and/or any Broad Production Strain.

1.29   “ Shuffling Technology ” means any and all techniques, methodologies, processes, materials and/or instrumentation, including without limitation any and all Patents, know-how, confidential information and materials relating thereto, that, in each case, relates to the characterization, development and optimization of genes and proteins for commercial uses through the recombination and/or rearrangement and/or mutation of genetic material for the creation of genetic diversity, and generally applicable screening techniques, methodologies, or processes of using the resulting genetic material to identify potential usefulness.

1.30   “ Territory ” means worldwide.

1.31   “ Third Party ” means any Person other than Dyadic, Codexis, or any Affiliate of either Dyadic or Codexis.

1.32   “ Valid Claim ” means (a) any claim of an issued and unexpired patent within the Licensed Patents which has not been held unenforceable or invalid by a court or other governmental agency of competent jurisdiction in a decision that is not appealed or is unappealable, and which patent has not been disclaimed or admitted to be invalid or unenforceable through reissue or otherwise, or (b) a pending claim in a pending patent application within the Licensed Patents that has not been abandoned, finally rejected, or expired without the possibility of appeal or refiling.

2.1   Grants to Codexis.

(a)   Licensed IP and Dyadic Materials. Subject to the terms and conditions of this Agreement, including without limitation Section 2.7(a) , Dyadic hereby grants to Codexis and its Affiliates a non-exclusive [***] 3 right and license, with the right to grant sublicenses through [***] in accordance with Section 2.1 (c) , under the Licensed IP, to develop, make, have made, use, sell, offer for sale and import Licensed Products, and to use the Dyadic Materials to develop, make, have made, use, sell, offer for sale and import Licensed Products, for use in the Field in the Territory.  Notwithstanding anything to the contrary, the licenses granted pursuant to this Section 2.1(a) do not include a license for Codexis to provide Contract Activities.

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(b)   Copyrights.   Subject to the terms and conditions of this Agreement, Dyadic hereby grants to Codexis and its Affiliates a non-exclusive, fully paid right and license under any and all copyrights in the Dyadic Materials, with the right to grant sublicenses [***] in accordance with Section 2.1 (c) , to reproduce and distribute copies of instruction manuals and information within the Dyadic Materials, and to incorporate such copyrighted works within the Dyadic Materials, in whole or in part, into derivative works for distribution, as reasonably necessary to practice the rights and license granted to Codexis under Section 2.1 (a) .  Dyadic will retain all other rights in such copyrighted works within the Dyadic Materials; provided that Codexis will own any copyright in derivative works created by, or on behalf of, Codexis.

(c)   Sublicenses.   The licenses granted pursuant to Section 2.1(a) and Section 2.1(b) include the right to grant sublicenses through multiple tiers of sublicensees within the scope of such license set forth in this Section 2.1 (c) pursuant to a written agreement (each a “ Sublicense Agreement ”) as follows:

(1)   In Category A, Codexis may grant sublicenses pursuant to this Section 2.1(c) [***] 4 (the “ Codexis Exclusive Partner ”) and in accordance with this Section 2.1(c) and Section 2.7 ;

(2)   In  Categories B, C, D, and E and, subject to Section 8.4 , Category F, Codexis may grant sublicenses pursuant to this Section 2.1(c) to any Third Party, other than [***], solely in accordance with this Section 2.1(c) and Section 2.7 ; and

(3)   With respect to each sublicense granted by Codexis, Codexis shall grant such sublicense only in connection with the assignment or license by Codexis to such Third Party sublicensee of a right, under intellectual property owned or otherwise controlled by Codexis that was not licensed from Dyadic hereunder, to make, have made, use, sell or import (a) any Codexis Product in the case of a sublicense with respect to Category A and/or Category F, or (b) a Narrow Codexis Product in the case of a sublicense with respect to Category B, C, D and/or E.  Codexis may not transfer any Dyadic Materials, or any derivative or modification thereof, to any Third Party other than (x) as a Licensed Product and/or a Production Strain in accordance with this Section 2.1(c)(3), and (y) under the terms of a Sublicense Agreement.  Notwithstanding the foregoing, Codexis may transfer to its sublicensee(s) [***].  For purposes of this Section 2.1(c)(3) , “reverse engineering” means the identification, modification, derivatization or other manipulation of genetic material included in a Production Strain, including for example any gene, portion of any gene, promoter, regulator, inducer, metabolic pathway, metabolomics, trancriptomics, secretion signal, vector, plasmid, protein, compound, or other material in or of such Production Strain.  Codexis shall remain obligated to make all payments due to Dyadic under the terms of this Agreement with respect to the activities of its Third Party sublicensees with respect to Licensed Products.  Codexis shall remain

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(4)   fully responsible to Dyadic for the performance of its sublicensee(s).  Promptly following execution of any Sublicense Agreement hereunder, Codexis shall notify Dyadic in writing of the identity of the sublicensee, such information to be Codexis Confidential Information and subject to the restrictions set forth in Article 6.  Upon a written request of Dyadic, Codexis will provide a complete copy of any Sublicense Agreement to an independent law firm, mutually acceptable to both Dyadic and Codexis, to review the terms of such Sublicense Agreement and the terms of this Agreement and, after such review, provide to Dyadic a written statement that the terms of such Sublicense Agreement are or are not consistent with the terms of this Section 2.1(c) .  Such independent law firm shall provide no other information to Dyadic regarding such Sublicense Agreement.  All information provided to Dyadic by such independent law firm will be Codexis Confidential Information and subject to the restrictions set forth in Article 6.

2.2   Bona Fide Offer. At any time [***] 5 anniversary of the Effective Date, if Dyadic receives a written offer from a Third Party (the “ Offering Party ”) for an exclusive license with respect to the Licensed IP and/or the Dyadic Materials for any particular Category or Categories, other than Category A and/or Category F, (the “ Subject Category or Categories ”) on financial terms that are more favorable, when taken as a whole, than those set forth herein with respect to such Subject Category or Categories (a “ Bona Fide Offer ”), then Dyadic shall provide written notice thereof to Codexis.  Codexis shall have the right, but not the obligation, to pay to Dyadic the First Commercial Sale milestone payment set forth in Section 3.3(a) with respect to such Subject Category or Categories and, if Codexis makes such payment within [***] days after the date of delivery to Codexis by Dyadic of such notice, then (a) Dyadic will have no right to terminate the rights and licenses granted by Dyadic to Codexis with respect to such Subject Category or Categories hereunder pursuant to this Section 2.2 , (b) Dyadic shall have no further rights to present any additional Bona Fide Offers to Codexis pursuant to this Section 2.2 with respect to such Subject Category or Categories for which Codexis has made such payment, and (c) Codexis shall have no further payment obligations to Dyadic under Section 3.3(a) with respect to such Subject Category or Categories.  If Codexis does not make such payment within such [***] day period, Dyadic shall have the right, for a period of [***] days after the expiration of such [***] day period, which may be extended by [***] days upon written notice by Dyadic to Codexis, (the “ Negotiation Period ”) to enter into an exclusive license agreement with respect to such Subject Category or Categories on financial terms at least as favorable to Dyadic as those set forth in the Bona Fide Offer.  In the event that Dyadic enters into such an agreement during the Negotiation Period, Dyadic shall promptly provide written notice thereof to Codexis and the licenses granted to Codexis hereunder with respect to such Subject Category or Categories, but only with respect to such Subject Category or Categories, shall terminate for all purposes of this Agreement as of the date of Codexis receipt of such written notice.  In the event that Dyadic does not provide such written notice to Codexis within [***] business days after the expiration of the Negotiation Period that Dyadic has entered into such an agreement, such written notice to include the name of and contact information for the Offering

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2.3   Party, the licenses granted to Codexis with respect to such Subject Category or Categories shall remain in full force and effect, unless otherwise terminated pursuant to this Agreement.

2.4   Diligence Requirements.   Dyadic will have an option to provide written notice to Codexis that the licenses granted to Codexis under Section 2.1(a) and Section 2.1(b) with respect to any particular Category for which Codexis (a) has not achieved First Commercial Sale (other than Category A and/or Category F) and (b) has not made a payment of the First Commercial Sale milestone payment in accordance with Section 2.2 , will terminate [***] days after the date of such notice, in accordance with the following:

(a)   At any time after [***] years after Codexis is required to make the payment set forth in Section 3.1(c) , unless Codexis makes the payment pursuant to Section 3.2(a) for such Category and, if Codexis makes such payment pursuant to Section 3.2(a) , such licenses for such Category will not terminate for all purposes of this Agreement and will continue in full force and effect for a period of [***] 6 years after Dyadic’s receipt of such payment (unless otherwise terminated as set forth in this Agreement); and

(b)   At any time after [***] years after Dyadic’s receipt of the payment pursuant to Section 2.4(a) (i.e. a first payment pursuant to Section 2.4(a) ), unless Codexis makes a payment pursuant to Section 3.2(a) (i.e. a second payment pursuant to Section 2.4(a) ) for such Category and, if Codexis makes such payment pursuant to Section 3.2(a) , such licenses will not terminate for all purposes of this Agreement and will continue in full force and effect for a period of [***] years after Dyadic’s receipt of such payment (unless otherwise terminated as set forth in this Agreement), upon which date the licenses shall terminate for all purposes of this Agreement, unless Codexis makes the payment set forth in Section 3.3(a) .

If Codexis does not make any payments in accordance with this Section 2.4 , the licenses granted to Codexis with respect to such Category or Categories shall terminate (the “ Terminated Category or Categories ”) and Dyadic shall be free to grant licenses, whether exclusive or non-exclusive, in Dyadic’s sole discretion, with respect to such Terminated Category or Categories.

2.5   Acknowledgement .  By entering into this Agreement with Dyadic, Codexis acknowledges that the Licensed IP and the Dyadic Materials have value to Dyadic and, in addition, may have value to Codexis in connection with the development and commercialization of one or more Codexis Products.  As a result, Codexis agrees that it will (a) make all payments set forth in Article 3; (b) not transfer any Codexis Product to any Third Party except through a sale or other transaction that would result in the payment of milestones to Dyadic pursuant to Section 3.3 ; and

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2.6   (c) not grant a right to any Third Party with respect to any Codexis Product other than pursuant to a Sublicense Agreement in accordance with Section 2.1(c) .

2.7   Restrictions on Use and Transfer of the Dyadic Materials and Production Strains .

(a)   The Dyadic Materials, the Production Strains and any derivatives or modifications thereof, shall be used by Codexis and its Affiliates (i) only in accordance with this Agreement, including, with respect to Third Party sublicensees of Codexis, Section 2.1(c) , and (ii) in compliance with Law.

(b)   Codexis shall not (i) deliver or transfer any C1 Strain to any Third Party, or (ii) deliver or transfer any Production Strain to any Third Party except pursuant to a Sublicense Agreement in accordance with Section 2.1(c) .

(c)   The Production Strains, the Dyadic Materials and any derivatives or modifications thereof must be used by Codexis and its Affiliates with prudence and appropriate caution [***].

(d)   Unless otherwise agreed upon in writing by the Parties, the restrictions set forth in Section 2.1(c)(3) regarding [***] 7 .

(e)   In the event that Dyadic has a reasonable basis to believe that Codexis, or any Affiliate or sublicensee of Codexis or its Affiliates, is using or has used any of the Dyadic Materials or any Production Strain in a manner that is inconsistent with the terms of this Agreement, Dyadic shall provide written notice to Codexis describing such reasonable basis prior to initiating any legal action or proceeding.  As soon as practicable, but in no event later than [***] business days after Codexis’ receipt of such written notice, the Parties shall confer, either in person or by telephone, to discuss and attempt to resolve Dyadic’s concerns.  In the event that Dyadic’s concerns are not resolved in such conference, Codexis will initiate an investigation regarding Dyadic’s concerns and, in a separate conference, either in person or by telephone, will provide to Dyadic a summary of its findings.

2.8   Materials Delivery; Technology Transfer.

(a)   Dyadic, utilizing Dyadic’s usual and customary means of shipment of similar materials, shall deliver to Codexis   the Dyadic Materials within [***] days after the Effective Date.  For purposes of this Agreement, Codexis shall be deemed to have received the Dyadic Materials upon receipt by Codexis and/or its Affiliates of all of the materials set forth on Exhibit D at the facility(ies) designated in writing by Codexis to Dyadic.  In the [***] month period after receipt of the Dyadic Materials by Codexis, Dyadic shall provide to Codexis, [***], information and technical

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(b)   assistance reasonably requested by Codexis, including, but not limited to, up to [***] full time equivalents ( “FTEs” ), to facilitate an effective transfer of the Licensed Know-how from Dyadic to Codexis (the “ Initial FTE Requirement ”).  For purposes of clarification, the work conducted by Dyadic and/or its Affiliates at its facilities in The Netherlands in training Codexis personnel in the use of, including without limitation in the conduct of validation activities with respect to, the Dyadic Materials shall be included in the Initial FTE Requirement.  Information and technical assistance shall be provided by Dyadic to Codexis pursuant to a technology transfer plan to be agreed upon by the Parties with the goal of cost-effectiveness and reasonableness.  In addition, upon Codexis’ request, after the expiration of such [***] month period, Dyadic shall provide or, upon prior written agreement by Codexis, shall use good faith diligent efforts to arrange for the [***] to provide, Codexis with up to [***] FTEs to support Codexis in each of the [***] years after receipt of the Dyadic Materials by Codexis.  Codexis shall reimburse Dyadic for such support in such [***] years at a rate equal to [***] per FTE per year in the [***] year, such rate to increase by [***] on each anniversary, beginning on the [***] anniversary, of the receipt of the Dyadic Materials by Codexis or, if such support is provided to Codexis by [***], Codexis shall [***], as applicable.  In addition, if Codexis requests that such support, or the FTE support described above with respect to the first [***] months after receipt of the Dyadic Materials by Codexis, be provided at Codexis’ facilities, Codexis shall [***] Dyadic (or [***], as applicable) for [***].  For clarity, the obligations under this Section 2.8(a) relate to information and technical assistance relating solely to the Licensed IP, and it is understood and agreed that Dyadic shall not be required to transfer any information hereunder that is not Licensed IP, or to generate any Licensed Know-how in any format in which it does not already exist.

(c)   At any time or from time to time after the delivery of the Dyadic Materials to Codexis pursuant to Section 2.8(a) , Dyadic, within [***] 8 days after a written request by Codexis, will [***]; provided, however, that if such request occurs after the payment to Dyadic pursuant to Section 3.1(c) , (i) Dyadic’s obligations [***] shall be limited to materials for [***] at the time of receipt of such written request, and (ii) Codexis shall reimburse Dyadic for its [***] incurred with the [***] of any such [***].

(d)   Dyadic shall retain all right, title and interest in and to the Dyadic Materials, subject to the rights and licenses granted to Codexis herein.

2.9   Covenant [***] .

(a)   Dyadic Covenant.   [***].

(b)   Codexis Covenant .  [***].

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(c)   Covenant Agreements .  Dyadic and Codexis each agrees to indemnify, defend and hold harmless the Codexis Indemnitees or the Dyadic Indemnitees, as applicable, and the other Party’s licensees, sublicensees, distributors and customers from and against any and all liability, damage, loss, cost, or expense (including without limitation reasonable attorneys’ fees) arising out of claims or suits brought by or on behalf of any Codexis Party or Dyadic Party, as applicable, alleging [***] set forth in this Section 2.9 , in each case in accordance with the indemnification procedures set forth in Section 7.4 .  Dyadic and Codexis each agrees to (i) identify the other Party (either specifically or by reference to such other Party as a licensee or sublicensee) in writing in each Covenant Agreement [***] in this Section 2.9 ; and (ii) require, in each Covenant Agreement, that the relevant Codexis Party or Dyadic Party, as applicable, agree (x) not to assign, sell or otherwise transfer any Patent covered by the Covenant Agreement to a Third Party unless such Third Party agrees to be bound by the Covenant Agreement and (y) that any such sale, assignment or transfer in contravention of this requirement shall be deemed void and ineffective .

2.10   No Other Rights.   Dyadic and Codexis each acknowledges that the rights and licenses granted under this Article 2 and elsewhere in this Agreement are limited to the scope expressly granted.  Accordingly, except for the rights expressly granted under this Agreement, no right, title, or interest of any nature whatsoever is granted whether by implication, estoppel, reliance, or otherwise, by either Party to the other Party.  All rights with respect to technology, patents or other intellectual property rights that are not specifically granted herein are reserved to the owner thereof.

3.1   License Issuance Fees.   In consideration of the rights and licenses granted by Dyadic hereunder, Codexis shall pay the [***] 9 fees as follows:

(a)   [***];

(b)   [***];

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(c)   [***].

Notwithstanding anything to the contrary, if after Codexis or its designee conducts reasonable due diligence and validation activities with respect to the Dyadic Materials, Codexis determines, on or before [***] days after receipt of the Dyadic Materials by Codexis, that the Dyadic Materials do not satisfy the performance criteria set forth on Exhibit E , Codexis shall not be required to pay any payment under Sections 3.1(a) , 3.1(b) and 3.1 (c) that would have been due after such determination.  For purposes of clarification, Dyadic will train Codexis personnel in the use of, including without limitation in the conduct of validation activities with respect to, the Dyadic Materials in its facilities in The Netherlands; provided, however, that the determination of whether the Dyadic Materials received by Codexis from Dyadic do or do not satisfy the performance criteria set forth in Exhibit E will be made by Codexis personnel in Codexis’ facilities in accordance with this Section 3.1.  In the event that data obtained by Codexis, as of the expiration of the [***] day period beginning on the date of receipt by Codexis of the Dyadic Materials, indicate that the Dyadic Materials do not satisfy the performance criteria set forth on Exhibit E , samples of the Dyadic Materials received by Codexis from Dyadic will be provided to a skilled practitioner for analysis and a final determination as to whether the Dyadic Materials do or do not satisfy such performance criteria; provided however, that prior to providing such Dyadic Materials to such a skilled practitioner, Codexis shall notify Dyadic of Codexis data, and Dyadic, at Dyadic’s expense, shall have the right to send a Dyadic representative to Codexis’ facility where such performance criteria were tested to repeat the determination of such performance criteria.  The Parties agree that  [***] will be enlisted as the skilled practitioner to resolve any dispute between the Parties as to whether the Dyadic Materials do or do not satisfy such performance criteria.  If it is determined upon mutual agreement of the Parties, or through the good faith efforts of [***], that the Dyadic Materials do not satisfy the performance criteria, this Agreement shall terminate in accordance with Section 10.2(d) and, within [***] 10 days after the effective date of such termination, Dyadic shall reimburse Codexis in full for each payment made by Codexis under Section 3.1(a) and Section 3.1(b) , as applicable, [***] as of the date such payment was originally made to Dyadic and, in addition, all fees held in escrow as a consequence of the payment made by Codexis under Section 3.1 (c) shall be released to Codexis pursuant to the terms of the Escrow Agreement.  The fees and expenses incurred in connection with the verification of the performance of the Dyadic Materials shall be paid by Dyadic if it is determined that the Dyadic Materials do not satisfy such performance criteria and by Codexis if it is determined that the Dyadic Materials do satisfy such performance criteria.  For purposes of clarification, in the event that data obtained by Codexis, on or before the expiration of the [***] period beginning on the date of receipt by Codexis of the Dyadic Materials, indicate that the Dyadic Materials do not satisfy the performance criteria set forth on Exhibit E , Codexis shall have no obligation to make any payment to Dyadic pursuant to Section 3.1(a), 3.1(b) or 3.1(c) that has not been made by Codexis prior to such determination by Codexis unless and until there has been a final determination in accordance with this Section 3.1 that the Dyadic Materials do satisfy such performance criteria.

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On or before the Effective Date, the Parties will enter into the Escrow Agreement.  Notwithstanding anything to the contrary, the Escrow Agreement will provide that, in the event that the certain conditions set forth on Schedule 1.13 have not been satisfied within [***] days after the Effective Date, all fees held in escrow as a consequence of the payment made by Codexis under Section 3.1 (c) shall be released to Codexis.

3.2   License Maintenance Fees.

(a)   In the event that Dyadic provides a written notice to Codexis pursuant to Section  2.4(a) , or pursuant to Section 2.4(b) , with respect to any particular Category (other than Category A and/or Category F), Codexis shall have a right, but not an obligation, to pay to Dyadic, within   ninety [***]   days after receipt of such notice, a payment equal to [***] of the applicable total payment for such particular Category set forth in Section 3.3(a) .  In the event that Codexis makes such a payment, the licenses set forth in Section 2.1(a) and Section 2.1(b) shall not terminate with respect to such particular Category, and shall continue in full force and effect with respect to such particular Category for the period specified in Section 2.4 (unless otherwise terminated as set forth in this Agreement).

(b)   [***] of any payment made under Section 3.2(a) with respect to any particular Category shall be creditable against the payment made by Codexis for such particular Category pursuant to Section 3.3(a) and Codexis shall make the balance of any payment due pursuant to Section 3.3(a) when it becomes due, regardless of whether Codexis has made a payment under Section 3.3(a) .  If Codexis makes a payment for any particular Category pursuant to Section 3.3(a) , including without limitation for purposes set forth in Section 2.2 , Codexis shall have no obligation to make any payments under Section 3.2(a) thereafter with respect to such particular Category, and the licenses set forth in Section 2.1(a) and Section 2.1(b) with respect to such particular Category shall remain in full force and effect through the Term (unless otherwise terminated as set forth in this Agreement).

3.3   Milestone Payments.

(a)   First Commercial Sale.

(i)   Within   [***] days after the First Commercial Sale of a Licensed Product, on a Category-by-Category basis, Codexis shall pay to Dyadic the [***] 11 milestone payments set forth, on a Category-by-Category basis, on Exhibit F , less [***] of any amounts previously paid by Codexis for the Category that includes such Licensed Product pursuant to Section 3.2(a) .  For the purposes of clarification, (i) in the event of a First Commercial Sale of a second Licensed Product in any Category, no additional payment shall be due under this Section 3.3(a) , and (ii) in the event that

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(ii)   Codexis has made a payment to Dyadic for a particular Category for purposes set forth in Section 2.2 , no additional payment shall be due to Dyadic upon a First Commercial Sale of a Licensed Product in such Category.

(iii)   Notwithstanding anything to the contrary, Codexis shall pay to Dyadic the [***] milestone payment set forth on Exhibit F corresponding to Category F 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 (including for Codexis or its Affiliates).  Accordingly for purposes of clarification, in the event that there is a First Commercial Sale of a License Product in Category F by or for the benefit of the Codexis Exclusive Partner, Codexis shall have no obligation to pay to Dyadic the [***] milestone payment set forth on Exhibit F corresponding to Category F under this Section 3.3(a) .

(b)   Facility Fees.

(i)   For the first (1st) [***] years after the First Commercial Sale of the first Licensed Product in the Field by or for the benefit of the Codexis Exclusive Partner in Category A or Category F (as applicable), for each commercial scale facility used to manufacture Licensed Products for use in such Category by or for the benefit of the Codexis Exclusive Partner, that starts operations during such [***] year period and utilizes any Licensed Product, Codexis shall pay to Dyadic, within [***] days after the start of such operations at such facility, a [***] fee equal to [***] per (A) [***] of annual end-product capacity in Category A, with respect to facilities used to produce such end-product or (B) annual capacity to produce the amount of [***] for use in Category F that would be sufficient to produce [***] of annual end-product capacity in Category A, with respect to facilities used to produce such [***]; provided that Codexis shall not be required to pay any amount greater than [***] under this Section 3.3(b)(i) with respect to any particular commercial scale facility; provided further that, any and all payments (including such [***] 12 limit) due under this Section 3.3(b)(i) shall be reduced by [***] for each commercial scale facility located in a jurisdiction in which no Valid Claim exists covering the development, manufacture, use, sale, offer for sale, importation or other exploitation of any Licensed Product produced at such facility.  Any expansion of such a commercial scale facility within such [***] year period shall be subject to additional fees based on the size of such expansion, subject to the forgoing [***] cap per facility.  For purposes of illustration, if a facility having [***] per year end-product capacity in Category A becomes operational during the [***] year period after the First Commercial Sale of the first Licensed Product in the Field by or for the benefit of the Codexis Exclusive Partner in Category A in a jurisdiction in which a Valid Claim exists, Codexis will pay to Dyadic a facility fee equal to [***].  If, during such [***] year period such facility’s capacity is expanded to [***] per year of end-product in Category A and a Valid Claim exists in such jurisdiction at the time of such expansion, Codexis will pay to Dyadic an additional [***].

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(ii)   For the first (1st) [***] years after the First Commercial Sale of the first Licensed Product in the Field by and for the benefit of a Person (including Codexis) other than the Codexis Exclusive Partner in Category F (including by and for Codexis or its Affiliates), for each commercial scale facility used to manufacture Licensed Products for use in Category F by and for the benefit of such a Person, that starts operations during such [***] year period and utilizes any Licensed Product, Codexis shall pay to Dyadic, within [***] days after the start of such operations, a [***] fee equal to (A) [***] if annual [***] capacity at such facility is greater than [***] metric tons but less than [***] metric tons, or (B) [***] if annual [***] capacity at such facility is greater than [***] metric tons; provided that any and all payments due under this Section 3.3(b)(ii) shall be reduced by [***] for each commercial scale facility located in a jurisdiction in which no Valid Claim exists covering the development, manufacture, use, sale, offer for sale, importation or other exploitation of any Licensed Product produced at such facility.  Any expansion of a commercial scale facility having an annual [***] capacity less than [***] metric tons or [***] metric tons, respectively, within such [***] year period shall be subject to a fee based on the size of such expansion.  For purposes of illustration, if a commercial scale facility with an annual [***] capacity less than [***] metric tons is expanded to have an annual [***] capacity greater than [***] metric tons but less than [***] metric tons during the [***] year period after the First Commercial Sale of the first Licensed Product for use in Category F by and for the benefit of a Person (including Codexis) other than the Codexis Exclusive Partner in a jurisdiction in which a Valid Claim exists at the time such expanded facility becomes operational, Codexis will pay to Dyadic a facility fee equal to [***].  For purposes of further illustration, if a commercial scale facility with an annual [***] capacity equal to [***] metric tons is expanded to have an annual [***] capacity greater than [***] metric tons during the [***] year period after the First Commercial Sale of the first Licensed Product for use in Category F by and for the benefit of a Person (including Codexis) other than the Codexis Exclusive Partner in a jurisdiction in which a Valid Claim exists at the time such expanded facility becomes operational, Codexis will pay to Dyadic an additional [***].

(iii)   For purposes of clarification, no commercial scale facility used to manufacture Licensed Products for use in the Field in Categories B, C, D and/or E shall be subject to a facility fee under this Section 3.3 (b) .  For purposes of further clarification, after the expiration of the [***] year period after the First Commercial Sale of the first Licensed Product in the Field, no further payments under this Section 3.3 (b) shall be due to Dyadic.

(c)   Enzyme Volume Fee.   For the first (1st) [***] 13 years after the First Commercial Sale of the first Licensed Product in the Field in each of Categories B, C, D and/or E, as applicable, Codexis shall pay to Dyadic an enzyme volume fee based on the cumulative total quantity of all Licensed Products sold in the Field in Categories B, C, D and/or E, as set forth in Exhibit G .  The fees due pursuant to this Section 3.3(c) shall be based on the cumulative volume of Licensed Product(s) sold in Categories B, C, D and/or E; provided that any volume of Licensed Product sold

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(d)   after the applicable [***] year period for any particular Category shall not be included in the cumulative volume calculation.  For purposes of clarification, volumes with respect to Licensed Products in the Field in Category A and Category F are not included in the calculation of enzyme volume under Exhibit G and are not included in calculation of any fees payable under this Section 3.3 (c) .  For purposes of further clarification, after the expiration of the [***] year period after the First Commercial Sale of the first Licensed Product in the Field in a particular Category, no further payments under this Section 3.3 (c) shall be due to Dyadic on any Licensed Product in such particular Category.

(e)   Category F Products Fee.   During the first (1st) [***] years after the First Commercial Sale of the first Licensed Product in the Field in Category F by and for the benefit of a Person (including Codexis) other than the Codexis Exclusive Partner, Codexis shall pay to Dyadic a fee equal to [***] per metric ton of [***] produced.  [***].

4.1   Facility Fee Reports and Payments.   For each calendar quarter after the First Commercial Sale of the first Licensed Product in the Field in Category A and/or Category F, within [***] days after the end of each such calendar quarter, Codexis shall determine and shall deliver to Dyadic a report specifying (a) each facility for which a Facility Fee is due under Section 3.3(b) , (b) the end-product or [***] capacity thereof, as applicable, and (c) the amount payable to Dyadic under Section 3.3(b) .  Any and all payments payable to Dyadic under Section 3.3(b) shall be due and payable within [***] days after the end of the calendar quarter in which the particular commercial scale facility initiated operations for purposes of Section 3.3(b) .  If no payment is due, Codexis shall so report.

4.2   Enzyme Volume Fee Reports and Payments.   For each calendar quarter after the First Commercial Sale of the first Licensed Product in the Field in Categories B, C, D and/or E, within [***] 14 days after the end of each such calendar quarter, Codexis shall determine and shall deliver to Dyadic a report specifying, on a Category-by-Category basis, (a) the MTEP of Licensed Product sold in each of Categories B, C, D and/or E, and (b) the amount payable to Dyadic under Section 3.3(c) in accordance with Exhibit G .  Any and all payments payable to Dyadic under Section 3.3(c) shall be due and payable within [***] days after the end of the calendar quarter in which the applicable Licensed Products were sold for purposes of payments under Section 3.3(c) .  If no payment is due, Codexis shall so report.

4.3   Category F Products Reports and Payments.   For each calendar quarter after the First Commercial Sale of the first Licensed Product in the Field in Category F by and for the benefit

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4.4   of a Person (including Codexis) other than the Codexis Exclusive Partner, within [***] days after the end of each such calendar quarter, Codexis shall determine and shall deliver to Dyadic a report specifying, (a) the metric tons of [***] produced and used in the production of products in Category F, and (b) the amount payable to Dyadic under Section 3.3(e) .  Any and all payments payable to Dyadic under Section 3.3(e) shall be due and payable within [***] days after the end of the calendar quarter in which the applicable [***] were sold for purposes of production of products in Category F.  If no payment is due, Codexis shall so report.

4.5   Payment Method.   All payments due under this Agreement to Dyadic shall be made by bank wire transfer in immediately available funds to an account designated by Dyadic, and except as otherwise provided for payments due under Section 3.3 , within thirty (30) days after receipt by Codexis of a relevant invoice for such payment.  All payments hereunder shall be made in Dollars.

4.6   Withholdings Taxes.   Any withholding or other tax that is required by Law to be withheld with respect to payments owed by Codexis pursuant to this Agreement shall be deducted by Codexis from such payment prior to remittance.  Codexis shall promptly furnish Dyadic evidence of any such taxes withheld and reasonably assist Dyadic in obtaining applicable credits with respect thereto.  Without limiting the foregoing, Codexis agrees, at Dyadic’s request, to reasonably cooperate with Dyadic in availing itself of the benefit of any tax treaty to minimize such withholding tax with respect to payments hereunder to the extent permitted under Law.

4.7   Inspection of Records.   Codexis shall keep, and shall require its Affiliates and sublicensees to keep, full and accurate books and records setting forth the name and address of each commercial scale facility for which a payment is due under Section 3.3(b) (each, a “ Facility ”), MTEP of Licensed Product sold for Categories B, C, D and/or E for which a payment is due under Section 3.3(c) , and metric tons of [***] produced for use in production of products in Category F for which a payment is due under Section 3.3(e) .  Codexis shall require each of its sublicensees to provide to Codexis full and accurate copies of all books and records setting forth (a) the list of each Facility and/or (b) MTEP of Licensed Product sold by or for the benefit of such sublicensee in Categories B, C, D and/or E and/or (c) the metric tons of [***] produced for use in production of products in Category F by and for the benefit of such sublicensee; provided that the production of such [***] 15 would result in a payment obligation to Dyadic pursuant to Section 3.3(e) .  Codexis shall permit Dyadic, by independent qualified public accountants engaged by Dyadic and reasonably acceptable to Codexis, to examine Codexis’ and its Affiliates’ books and records at any reasonable time, solely to determine the accuracy of the Facility Fees and/or the MTEP sold and/or the metric tons of [***] produced, but not later than [***] years following the rendering of any corresponding reports, accountings and payments pursuant to this Article 4.  The foregoing right of review may be exercised [***] month period.  The independent qualified public accountants engaged by Dyadic shall be under a confidentiality obligation to Codexis to disclose to Dyadic only the amount and

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4.8   accuracy of payments reported and actually paid or otherwise payable under this Agreement.  The opinion of such independent accountants regarding such payments shall be binding on the Parties other than in the case of clear error.  Dyadic shall bear the cost of any such examination and review; provided that if the inspection and audit shows an underpayment of any payment under Section 3.3(b) or Section 3.3(c) or Section 3.3(e) of more than [***] of the amount due for the applicable period, then Codexis shall promptly reimburse Dyadic for all costs incurred in connection with such examination and review.  Codexis shall promptly pay to Dyadic the amount of any underpayment of any payment under Section 3.3(b) and/or Section 3.3(c) and/or Section 3.3(e) revealed by an examination and review with interest on the underpayment at the rate specified in Section 4.9 from the date such payment was originally due.  Any overpayment of any payment under Section 3.3(b) and/or Section 3.3(c) and/or Section 3.3(e) by Codexis revealed by an examination and review shall be fully-creditable against future payments under Article 3.  Except as otherwise provided in this Section 4.7 above, all matters reviewed by such independent qualified public accountants shall be deemed Confidential Information of Codexis and subject to the confidentiality obligations of Article 6.

4.9   Late Payment.   Any payments or portions thereof due hereunder which are not paid when due shall bear interest equal to the lesser of the rate equal to [***], on the date such payment was due or the maximum rate permitted by Law, calculated on the number of days such payment is delinquent.  This Section  4.9 shall in no way limit any other remedies available to either Party.

5.1   Prosecution of Licensed Patents.   Dyadic shall, at Dyadic’s sole cost and expense, [***], file for, prosecute, respond to oppositions, nullity actions, re-examinations, revocation actions and similar proceedings (including without limitation conducting or participating in interference and oppositions) filed by Third Parties against, and maintain the patents and patent applications within the Licensed Patents that are owned or otherwise controlled by Dyadic; provided that, in the event that Dyadic decides to cease activities relating to obtaining and maintaining any patent application or patent within the Licensed Patents that is owned or otherwise controlled by Dyadic, Dyadic shall provide written notice thereof to Codexis and, prior to taking action that would result in the abandonment of any such patent application or patent, Dyadic shall engage in good faith discussion with Codexis, such discussion to occur at least [***] 16 days prior to the date when government rights would be lost as a consequence of abandonment of such patent application or patent.

5.2   Enforcement of Licensed Patents.   In the event that Codexis reasonably believes that any Licensed Patent is being infringed by a Third Party, Codexis shall promptly notify Dyadic and provide Dyadic with evidence thereof.  As between the Parties, Dyadic shall have the sole right

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5.3   to enforce such Licensed Patents with respect to such infringement, or to defend any declaratory judgment action with respect thereto, at Dyadic’s expense.

5.4   Cooperation. Codexis agrees to cooperate with Dyadic as reasonably requested by Dyadic, at Dyadic’s expense, in connection with the activities undertaken pursuant to this Article 5.

6.1   Confidentiality Obligations.   Each Party agrees that, during the term of this Agreement and for [***] years thereafter, all Confidential Information of the other Party shall be maintained in strict confidence, and shall not be used for any purpose other than the purposes expressly permitted by this Agreement, and shall not be disclosed to any Third Party.  The foregoing obligations will not apply to any portion of Confidential Information to the extent that it can be established by competent proof that such portion:

(a)   was already known to the recipient as evidenced by its written records, other than under an obligation of confidentiality, at the time of disclosure;

(b)   was generally available to the public or was otherwise part of the public domain at the time of its disclosure to the recipient;

(c)   became generally available to the public or otherwise becomes part of the public domain after its disclosure and other than through any act or omission of the recipient in breach of this Agreement; or

(d)   was subsequently lawfully disclosed to the recipient by a Third Party other than in contravention of a confidentiality obligation of such Third Party to the disclosing party.

6.2   Permitted Usage .  Each Party may use and disclose Confidential Information of the other Party as follows:  (a) under appropriate confidentiality provisions no less restrictive than those in this Agreement, in connection wi