NCS000258_Name-Owner Change Supporting Info_20211001

JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (this "Agreement") is made and entered into as of
December 12, 2016 (the "Effective Date"), by and between (i) Amyris, Inc., a Delaware
corporation having its principal place of business at 5885 Hollis Street, Suite 100, Emeryville,
California 94608, USA ("Amyris"), and (ii) Nikko Chemicals Co., Ltd., a Japanese corporation
having its principal place of business at 1-4-8, Nihonbashi-Bakurocho, Chuo-ku, Tokyo 103-
0002, Japan ("Nikko Chemicals") and Nippon Surfactant Industries Co., Ltd., a Japanese
corporation having its principal place of business at 7-14 Hirai dekogyodanchi, Utsunomiya,
Tochigi 321-0905 ("Nissa" and, together with Nikko Chemicals, "Nikko"). Amyris and Nikko
are sometimes referred to herein collectively as the "Parties" and each individually as a "Party.,,
In case of Nikko, the Party's rights and obligations are allocated to Nikko Chemicals and Nissa
on an 80%/20% basis unless otherwise expressly stated.
WHEREAS, Amyris is a technology company which is focused on the research, development,
production and commercialization of a variety of renewable chemical products;
WHEREAS, Nikko Chemicals is a specialty chemical company which is focused on the
manufacture and distribution of ingredients for cosmetic and other applications;
WHEREAS, Nissa is a specialty chemical company which is focused on the manufacture and
distribution of ingredients for cosmetic and other applications; and
WHEREAS, Amyris desires to form a Delaware limited liability company (the "Company"),
make an in -kind contribution (including assets from Glycotech and Salisbury) to such company
and sell fifty percent (50%) of the membership units in such company to Nikko so that the
Company will become a joint venture company engaging in the manufacture, marketing, sale,
distribution and other disposition of (i) squalane, (ii) hemisqualane, and (iii) other products
developed or to be developed through R&D activities involving Amyris (collectively,
"Products") under this Agreement and the First Amended and Restated LLC Operating
Agreement of Neossance, LLC dated as of the Effective Date ("LLC Operating Agreement").
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
SECTION 1. FORMATION OF LLC
1. Formation and Contribution. On or prior to the Closing (as hereinafter defined), Amyris
shall form or shall have formed the Company as a limited liability company under the law of the
State of Delaware, USA and shall contribute or shall have contributed the Neossance Business
(as hereinafter defined), free and clear of any Encumbrances, to the Company in exchange for
100 membership units of the Company ("Shares"). Documents showing the formation is attached
hereto as Annex 1.1 and documents showing the contribution shall be delivered on or prior to the
Closing.
1

2. Neossance Business. For the purpose of this Agreement, the Neossance Business shall
mean manufacturing, marketing, sale, distribution and other disposition of the Products as
conducted by Amyris, as of the date hereof or prior to the contribution described in Section 1.1,
(A) in any field, in the case of squalane; (B) in any field that is not excluded based on an
agreement currently valid by and between Amyris and a third party, in the case of hemisqualane;
and (C) in the field of cosmetics (which for the avoidance of doubt excludes those (i) solely
related to any market(s) or industry(ies) other than cosmetics or (ii) subject to certain
Collaboration Agreement dated June 23, 2016 between Amyris and Givaudan International S.A.)
and such other fields as agreed by the Parties, in the case of all other Products (collectively, the
"Field") and in bulk to incorporate into other products for sale to consumers, as well as any and
all properties, assets, inventory and rights necessary for and used in relation to the foregoing
(collectively, "Assets"), and shall include the following:
(a) Glycotech / Salisbury Assets:
(i) any and all right, title and interest in and to the real property located at
2271 Andrew Jackson Highway, Leland, Brunswick County, North Carolina (the "Real
Property"), as well as furniture, fixtures, equipment, inventory, raw materials, supplies
and other tangible assets located at or used or owned by Glycotech, Inc. ("Glycotech")
and/or Salisbury Partners, LLC ("Salisbury") in connection with the manufacturing
facility at the Real Property;
(ii) any and all right, title and interest in and to the processes, procedures,
instructions, formulations, techniques and similar matters related to the development,
production or other activities under the Production Services Agreement dated February 1,
2011 between Glycotech and Amyris (attached hereto as Annex 1.2(a)(ii), "PSA"), and
any and all intellectual property relating exclusively thereto (including those invented by
employees and contractors of Glycotech/Salisbury and owned by Glycotech/Salisbury),
including all inventions, trade secrets, know-how and copyrights (including key patents
listed on Annex 1.2(a)(ii)(B)); and
(iii) any and all rights under the Environmental Indemnification Agreement
dated November 7, 2008 between C.T. Specialty Properties, L.L.C. and the Access and
Indemnity Agreement dated February 26, 2009 between Salisbury and Akzo Nobel SPG
LLC and Akzo Nobel's agreement with Amyris relating thereto (collectively, the "Akio
Nobel Agreements"); and
(b) Amyris Assets:
(i) any and all of right, title and interest of Amyris in, to and under the
following assets:
(A) all relationships with all existing and prospective customers of
Products in the Field;
2

(B) all municipal, state, federal and foreign permits, licenses,
registrations, filings, and authorizations held or used by Amyris in connection
with any business activities involving the Products in the Field;
(C) all promotional materials, sales literature, advertising, brochures,
user manuals, graphics and artwork to the extent they relate to Products in the
Field;
(D) all books, records, files, documents, data, information and
correspondence (or portions thereof) held or used by Amyris to the extent they
relate to the Products in the Field; and
(E) the goodwill of Amyris to the extent they relate to the Products in
the Field.
(ii) any and all rights of Amyris under distribution agreements and other
agreements involving Amyris (material agreements being listed on Exhibit A);
(iii) a royalty -free, perpetual and sublicensable license to use, make, have
made, sell, offer for sale, import and otherwise dispose of Products for their respective
permitted Fields as defined in Section 1.2 of this Agreement under any know-how,
patents, trademarks and other intellectual property rights, currently or in the future,
owned by or licensed to Amyris regarding the Products (including key patents listed on
Exhibit B-1 and key trademarks listed on Exhibit C), which license is exclusive to the
extent license rights to such intellectual property have not been granted to a third party
(for the avoidance of doubt no license rights to intellectual property listed on Exhibits B-1
and C have been granted to any third party); and
(iv) all copyrights (whether registered or unregistered) involving the Products
(e.g., advertising and marketing materials in all media (web, sound, print), product
packaging, product labeling, instructions for use and product inserts).
3. No Liabilities. Notwithstanding the foregoing, the Company shall not assume or have
any responsibility or liability for, and Amyris shall retain, be responsible and liable for, and
perform and discharge any liability and obligation:
(a) arising out of or relating to the ownership or operation of the Assets
(including Glycotech/Salisbury Assets, the Amyris Assets, and the Real Property) and the
Neossance Business (including without limitation any liability for environmental issues
involving the Real Property) prior to the Closing;
(b) arising or existing prior to the Closing under any contract or agreement
relating to the Assets and the Neossance Business (including any obligations to pay for
purchase of products/services that are agreed prior to the Closing);
3

(c) arising out of the failure of Amyris, Salisbury or Glycotech and their
Affiliates to comply with any Applicable Law prior to the Closing; and
(d) based upon any acts or omissions by Amyris, Salisbury or Glycotech prior
to the Closing.
4. Shared Assets. If Amyris needs to utilize any Assets, the Parties shall discuss and
determine the terms and conditions on which Amyris may use such Assets.
5. License Grants.
(a) Amyris hereby grants to the Company a royalty -free, non-sublicensable
license under the intellectual property rights owned by Amyris necessary to use, make,
have made, sell, offer for sale, import Products for their respective permitted Fields as
defined in Section 1.2 of this Agreement (including key patents listed on Exhibit B-2),
and for no other purpose, which license is non-exclusive to the extent license rights to
such intellectual property have been granted to a third party.
(b) Amyris hereby grants to the Company and Nikko (i) a non-exclusive,
royalty -free, non-sublicensable license under the intellectual property rights owned by
Amyris related to the production of farnesene by or for the Company, solely to use, make,
have made, sell, offer for sale and/or import Products and (ii) a non-exclusive, royalty -
free, non-sublicensable license to use and make know-how and materials to generate
strains and strains themselves (collectively, "Strain Materials") for the production of
farnesense, each only the occurrence of any of the following events ("Triggering
Events"): (A) a valid termination by Nikko of the supply agreement described in Section
5.1 hereof ("Supply Agreement") following a material breach of or default under such
supply agreement by Amyris that remains uncured following any applicable cure period
or (B) any other situation where Amyris becomes unable to supply farnesene to the
Company in case that such Supply Agreement is not executed.
(c) Amyris shall commence the placement of Strain Materials in escrow with
a third party mutually acceptable to the Parties immediately after the Closing and shall
complete such arrangement within forty five (45) days of the Closing, so that the
Company and Nikko shall receive such Strain Materials upon the occurrence of any of the
Triggering Events.
6. Loan. In order for Amyris to transfer the Real Property to the Company, free and clear
of any encumbrances, Amyris hereby acknowledges that it needs to pay $3,900,000 ("Payment
Amount") to Salisbury, as evidenced by a pay-off letter (the "Pay -Off Letter") issued by
Glycotech/Salisbury (which shall include, among others, a commitment to terminate the UCC
financing statement filed by the First Western Bank & Trust (DBA All Lines Leasing) and
reconvey or otherwise terminate any encumbrances in favor of Glycotech/Salisbury with respect
to Glycotech/Salisbury Assets).
4

To ensure such payment described above, Nikko Chemicals shall loan an amount equal to the
Payment Amount to Amyris and pay such Payment Amount, on behalf of Amyris, to Salisbury
(or as otherwise mutually agreed by the Parties), provided that (i) Nikko Chemicals receives the
Pay -Off Letter executed by Glycotech/Salisbury; (ii) Amyris grants to Nikko Chemicals a first -
priority security interest in and to 10% of the Shares; (iii) a UCC financing statement is filed to
secure Nikko Chemicals' security interest in and to 10% of the Shares; (iv) Payment Amount is
evidenced by a purchase money promissory note (the "Purchase Money Note").
The Purchase Money Note shall bear interest at the rate of five percent (5%) per annum,
with a term of thirteen (13) years, and payable in level monthly payments of principal and
interest in an amount of $30,557.09, with the first such monthly payment to be due on the first
day of the month following the month in which the Closing occurs, and continuing on the first
day of each successive month thereafter. Further, Amyris shall pay $400,000 in equal monthly
installments of $100,000 on January 1, 2017, February 1, 2017, March 1, 2017 and April 1, 2017.
In addition to the repayment described in the immediately preceding paragraph, Amyris
shall, commencing with the distributions from the Company relating to the fourth fiscal year of
the Company and continuing for each fiscal year thereafter until the Purchase Money Note is
fully paid off, pay Nikko Chemicals an amount equal to the profits distributed to it by the
Company in order to accelerate its repayment to Nikko Chemicals. The Purchase Money Note
shall provide for a late fee of 5% for any payments delinquent more than five (5) days.
To secure prompt payment in full when due (whether at stated maturity, by acceleration
or otherwise) and performance of Amyris' obligations under the Purchase Money Note, Amyris
hereby pledges and grants to Nikko Chemicals a first -priority security interest in and to all of
Amyris' right, title and interest in, to and under ten (10) percent of the Shares (i.e., membership
interests of the Company) (the "Pledged Shares"). Amyris hereby agrees that it will not sell,
assign, encumber or otherwise transfer or dispose of such Shares, except as expressly permitted
by the LLC Operating Agreement. Amyris irrevocably appoints Nikko Chemicals as its true and
lawful attorney -in -fact of Amyris to make, execute and file UCC financing statement to secure
Nikko's security interest in and to 10% of the Shares described above.
In the event of default by Amyris under the Purchase Money Note, the Pledged Shares
will be transferred to Nikko Chemicals so that Nikko Chemicals' shareholding percentage will
increase by ten (10) percent, regardless of the amount repaid by Amyris under the Purchase
Money Note on or prior to such default.
7. Sales Commission. For the avoidance of doubt, it is hereby confirmed that, regardless of
the consummation of the transaction contemplated hereby, Amyris will continue paying Nikko
Chemicals the sales commission under the Sales Commission Agreement dated April 1, 2016 by
and between Amyris and Nikko Chemicals.
5

SECTION 2. PURCHASE AND SALE OF SHARES
1. Transfer of Shares. Subject to the terms and conditions set forth herein, at the Closing (as
hereinafter defined), Nikko shall purchase and acquire from Amyris, and Amyris shall sell,
assign, convey, transfer and deliver to Nikko, fifty (50) Shares (i.e., 40 Shares for Nikko
Chemicals and 10 Shares for Nissa), which Shares (a) shall be fully paid and non -assessable, (b)
shall, on a fully diluted basis, represent 50% of the issued and outstanding shares of the
Company, (c) shall be free and clear of any and all Encumbrances, and (d) shall include all rights
attaching to the Shares (including voting rights and the right to receive all profits and
distributions declared, made or paid on or after the date hereof).
2. Purchase Price
Chemicals and 10%
"Purchase Price"):
. In acquiring the 50% of the Shares in Section 2.1 (40% by Nikko
by Nissa), Nikko shall pay Amyris the following purchase price (the
(a) an initial purchase price equal to ten million dollars (US$10,000,000) payable
within three Business Days after the Closing (the "Initial Purchase Price"); and
(b) an earnout equal to the profits distributed to Nikko in cash as a Member of the
Company until the earlier of: (a) three years from the date hereof (even if Amyris receives less
than ten million dollars) and (b) such time as Amyris has received a total of ten million dollars
(US$10,000,000) (even if such time is less than three years from the date hereof) (the "Earnout").
Nikko shall pay Amyris each earnout in an amount equal to the profits distributed to it by
the Company (at the rate of 40% by Nikko Chemicals and 10% by Nissa) and such payment shall
be made within one week of such receipt of such profits.
In the event that any of the Neossance Business contributed to the Company is subject to
any Encumbrances, the Initial Purchase Price and the Earnout shall be used to remove such
Encumbrances so that the Neossance Business shall become free and clear of any Encumbrances.
3. Tax Treatment. For U.S. federal income and other applicable Tax purposes, the Parties
agree to treat the purchase of the Shares by Nikko in a manner consistent with Revenue Ruling
99-5, Situation #2. As a result, the Parties agree to treat Nikko as purchasing a 50% interest in
each of the Assets of the Company (which are treated as held directly by Amyris for U.S. federal
income Tax purposes), followed immediately by a contribution by Nikko and Amyris of their
respective interests in such Assets to the Company.
4. Purchase Price Allocation. No later than forty five (45) days after the Closing, Nikko
shall prepare and deliver to Amyris an allocation (the "Purchase Price Allocation") of the
purchase price (as determined for U.S. federal income Tax purposes) and any other amounts
treated as consideration for U.S. federal income Tax purposes among the Assets consistent with
Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar
provision of state, local or foreign Tax law, as appropriate). Nikko, Amyris and their Affiliates
shall file all Tax Returns (including, but not limited to, IRS Form 8594) in all respects and for all
6

purposes consistent with such Purchase Price Allocation. Amyris shall timely and properly
prepare, execute, file and deliver all such documentation, forms and other information as Nikko
shall reasonably request to prepare the Purchase Price Allocation. Neither Nikko, Amyris nor
their Affiliates shall take any position (whether on any Tax Returns, in any Tax Proceeding, or
otherwise) that is inconsistent with the Purchase Price Allocation, unless required to do so by
applicable law. If the amount of the Purchase Price or any other amounts treated as consideration
for U.S. federal income Tax purposes is adjusted pursuant to the terms of this Agreement, then
the Purchase Price Allocation shall be amended by Nikko to reflect such adjustment and Nikko
shall deliver a copy of such amended Purchase Price Allocation to Amyris, which amended
Purchase Price Allocation shall be binding on Nikko, Amyris and their Affiliates in accordance
with the provisions contained in this Section 2.4. For the purpose of this Section, "Tax
Proceeding" means any Tax audit, assessment, examination, litigation, dispute, review,
information request, proposed deficiency or adjustment, or administrative or court proceedings of
any kind relating to Taxes.
5. Withholding. Nikko shall be entitled to deduct and withholding, or cause to be deducted
and withheld, from any amounts payable pursuant to this Agreement such amounts as it
determines are required to be deducted or withheld therefrom under any provision of U.S. federal,
state, local or foreign Tax law or under any other applicable legal requirement. To the extent
such amounts are so deducted and withheld and paid over to the appropriate Governmental
Authority, such amounts will be treated for all purposes of this Agreement as having been paid to
the Person in respect of which such deduction and withholding was made.
SECTION 3. CLOSING
1. Closing. Subject to the terms and conditions set forth herein, the closing of the
transactions contemplated hereby (the "Closing") shall occur at such place and at such time, if
any, as agreed to by the Parties.
2. Closing Deliveries.
(a) On or prior to the Closing, Amyris shall deliver, or cause to be delivered, to Nikko
a certificate of Amyris' Secretary or other duly authorized officer, in a form reasonably
acceptable to Nikko, certifying that (A) attached are true and correct copies of the resolutions of
Amyris authorizing the execution, delivery and performance of this Agreement and the other
documents to which it is a party contemplated hereby and thereby and the consummation of the
transactions contemplated by this Agreement, (B) all such resolutions are in full force and effect
and have not been repealed or contravened, (C) such resolutions constitute all the resolutions
adopted in connection with the transactions contemplated by this Agreement and (D) all of its
representations and warranties set forth herein are true and correct. Further, on or prior to the
Closing, Amyris shall provide (i) written consents to consummate the transaction contemplated
hereby, which are issued by all of the financial institution(s) and other Persons lending money to
or providing guarantees for Amyris (and whose consent is required for such consummation), (ii)
written consent from Akzo Nobel SPG LLC confirming that the Company is entitled to exercise
any and all rights under the Akzo Nobel Agreements or other documentation relating to the Akzo

Nobel Agreements reasonably satisfactory to Nikko, (iii) a statement pursuant to Treasury
Regulation Section 1.1445-2(b), in a form reasonably satisfactory to Nikko, providing that
Amyris is not a "foreign person" for purposes of Section 1445 of the Code, (iv) a list of Amyris'
debt -holders; (v) warranty deed conveying the Real Property to the Company together with any
necessary sewer, utility and access easements; (vi) a bill of sale and assignment from Amyris
conveying to the Company the Assets; (vii) a statement of termination of the UCC financing
statement filed for the First Western Bank & Trust (DBA All Lines Leasing); and (viii) financial
statements of Glycotech/Salisbury. In relation to Section 3.2.(a)(i), Amyris hereby confirms that
it will deliver a letter of waiver and release issued by Stegodon Corporation concerning the
transactions contemplated by this Agreement and that no other consent is required to
consummate such transactions in accordance with the terms of this Agreement.
(b) On or prior to the Closing, each of Nikko Chemicals and Nissa shall deliver, or
cause to be delivered, to Amyris a certificate of Nikko Chemicals' or Nissa's Secretary, as
applicable, or other duly authorized officer, in a form reasonably acceptable to Amyris, certifying
that (A) attached are true and correct copies of the resolutions of Nikko Chemicals or Nissa, as
applicable, authorizing the execution, delivery and performance of this Agreement, the other
documents and the other documents to which it is a party contemplated hereby and thereby and
the consummation of the transactions contemplated by this Agreement, (B) all such resolutions
are in full force and effect and have not been repealed or contravened, (C) such resolutions
constitute all the resolutions adopted in connection with the transactions contemplated by this
Agreement and (D) all of its representations and warranties set forth herein are true and correct.
Further, at the Closing, Nikko shall remit the Initial Purchase Price in accordance with
Section 2.2.
3. Transfer Taxes. Any Transfer Taxes shall be borne by Amyris. The Party required by
applicable law to file any Tax Return with respect to such Transfer Taxes will do so within the
time period prescribed by applicable law and will pay all Transfer Taxes required to be paid in
connection therewith; provided, however, that Amyris will promptly reimburse Nikko for any
Transfer Taxes so paid by Nikko. To the extent that Amyris is required to file any Tax Return
pursuant to the preceding sentence, Amyris shall provide Nikko with evidence satisfactory to
Nikko that any Transfer Taxes required to be paid in connection therewith have been timely paid
to the applicable Governmental Authority.
SECTION 4. REPRESENTATIONS AND WARRANTIES
1. As an inducement to Nikko to enter into this Agreement, Amyris hereby makes the
representations and warranties concerning Amyris as set forth in Exhibit D and those concerning
the Company as set forth in Exhibit E. As an inducement to Amyris to enter into this Agreement,
each of Nikko Chemicals and Nissa hereby makes the representations and warranties set forth in
Exhibit F. The representations and warranties contained in this Agreement shall survive until the
expiration of the applicable statute of limitations with respect thereto.
g

2. Each Party shall indemnify, save and hold the other Party, its Affiliates and each of their
respective directors, officers, employees, stockholders, successors, transferees and assignees, and
other representative (collectively, "Representatives") of such Person harmless from and against
any and all losses, liabilities and costs (including without limitation attorney's fees) arising out of
or in connection with (i) any breach or inaccuracy with respect to any representations or
warranties set forth in this Agreement, or (ii) any non-compliance with any of the covenants,
agreements or obligations set forth in this Agreement.
3. All indemnification payments made under this Agreement shall be treated for Tax
purpose by the Parties as an adjustment to the purchase price, unless otherwise required by
applicable law.
SECTION 5. POST -CLOSING ACTIONS
1. Supply Agreement. Amyris shall execute, and shall cause Amyris Brasil Ltda. ("Amyris
Brasil") to execute, with the Company an agreement to supply farnesene to the Company.
Further, as soon as possible after the Closing, Amyris shall secure another route (i.e., CJ BIO) to
supply farnesene to the Company at the same price level as Amyris. At a reasonable time, Nikko
shall have the right to inspect Amyris and Amyris Brasil to verify that Amyris supplies farnesene
to the Company through Amyris Brasil with no or nominal profit.
2. Service Agreements. Each Party may enter into agreements with the Company in which
such Party shall provide its administration, financial or other services to the Company from time
to time; provided, however, the effectiveness of such agreements shall be subject to an approval
at the Company's board of directors (the "Board").
3. Contract Manufacturing Agreements. Each Party may enter into agreements with the
Company in which the Company shall manufacture such products as designated by such Party
from time to time; provided, however, that such manufacturing activities shall not negatively
affect the Company's business activities with respect to the Products (in particular, squalane and
hemisqualane) and that the effectiveness of such agreements shall be subject to an approval at the
Board.
4. Space Leasing Agreements. Each Party may enter into agreements with the Company in
which the Company leases available space to such Party from time to time; provided, however,
that such lease shall not negatively affect the Company's business activities with respect to the
Products (in particular, squalane and hemisqualane) and that the effectiveness of such agreements
shall be subject to an approval at the Board.
5. Manufacture of Products. Amyris shall guarantee that the Company manufactures
squalane at a Fully Burdened Cost of no more than US$7.50 per kilogram and hemisqualane at a
Fully Burdened Cost of no more than US$4.00 per kilogram. Any amount exceeding such agreed
price(s) shall be borne and paid by Amyris.
9

6. Distribution. Amyris and its Affiliates shall conduct all of its business related to the
Products in the Field and in bulk through the Company. Amyris and its Affiliates shall purchase
all of its requirements of the Products (whether the Products are in the Field, in bulk or
otherwise) from the Company.
7. Customers. Amyris shall transfer to the Company any and all of its and its Affiliates'
actual and potential customers for the Products. All of the contracts executed by and between
Amyris and its customers and currently effective are listed on Exhibit A.
8. Access to R&D. Each Party shall make available to the Company under commercially
reasonable terms its research and development expertise regarding the Products; provided,
however, that any costs for labor and materials shall be borne by the Company. Whether and
under what additional terms and provisions the Company shall seek to utilize such research and
development expertise of either or both Parties shall be subject to determination by the Board
from time to time in its discretion.
9. Third Party Product. If Amyris engages in research and development activities with its
business partner or any other Person and if such Person does not have exclusivity as to the
product developed through such activities, then the Company shall have the right to sell,
distribute or otherwise deal with such product in the Field.
10. Working Capital. Promptly after the Closing, Amyris will loan $500,000, and Nikko will
loan $1,500,000 (i.e., $1,200,000 by Nikko Chemicals and $300,000 by Nissa), to the Company
for its working capital. If the Company is unable to repay the loan to a Party as due, then such
Party shall be entitled to convert the loan into Shares under the LLC Operating Agreement.
11. Non -Competition. Neither Party nor any of its Affiliates shall, directly or indirectly,
engage in the Neossance Business in the Field and/or in Bulk (excluding any business already
existing as of the Effectively Date and that is not transferred to the Company) or shall participate
in or receive any benefit from any such business without prior written consent of the other Party.
12. Buy -Out. In the event of (i) an acquisition, merger, sale of assets or other similar
reorganization, or (ii) a dissolution, backruptcy, insolvency, demerger, divestment or other
similar event of one Party, the other Party shall have the first right to purchase all of the Shares
owned by the Party experiencing such event. The purchase price for the Shares shall be as
follows: in the case of an event described in clause (i) the purchase price shall be equal to the
then current fair market value of the Shares to be purchased, or in the case of an event described
in clause (ii), the purchase price shall be equal to the then current fair market value or book value
of the Shares to be purchased, whichever is lower. For purposes of this Section 5.12, fair market
value shall be determined by a firm mutually agreed upon by the Parties with expertise in
valuations.
13. Assignment of Assets. To the extent that any Assets held by Amyris, Glycotech or
Salisbury are discovered to constitute the Neossance Business, Amyris shall cooperate with
10

Nikko and shall execute and deliver any instruments of transfer or assignment reasonably
necessary to transfer and assign such Assets to the Company.
14. Further Assurances. Each Party agrees to execute such documents, instruments or
conveyances and take such actions as may be reasonably requested by the other Party and
otherwise cooperate in a reasonable manner with the other Party, its Affiliates and their
respective Representatives in connection with any action that may be necessary, proper or
advisable to carry out the provisions hereof or transactions contemplated hereby.
SECTION 6. MISCELLANEOUS
1. Confidentiality. Each Party shall keep the existence and terms of this Agreement, as well
as any information of the other Party made available under this Agreement, strictly confidential;
provided, however that this provision shall not apply to: (a) any disclosure to the Parties'
counsels and other professional advisors; (b) any disclosure in the event of legal proceedings
initiated among the Parties; (c) any disclosure to the directors, officers or employees of the
concerned Party or its Affiliate on a need -to -know basis; (d) any disclosure required by
Applicable Law, by any relevant regulatory authority (including in any Tax Returns) or by the
rules of any recognized stock exchange; (e) any disclosure of information where such information
has entered the public domain or been received by the concerned Party otherwise than through
breach of this Agreement; and (f) any disclosure reasonably required to be made in order to
enforce any provision of this Agreement.
2. Notice. All notices under this Agreement shall be sent by registered mail or nationally
recognized overnight courier, in each case, with confirmation of receipt, and shall be deemed to
have been sent on the date of receipt or on the date of mailing if preceded by transmission of the
text of such notice by facsimile (with confirmation of transmission) to the number or by e-mail to
the e-mail address given by each Party in writing.
3. Press Release. At or promptly after the execution of this Agreement, each Party may
issue a press release concerning the transaction(s) contemplated by this Agreement.
4. Costs and Expenses. Except as otherwise specifically provided for in this Agreement,
each Party will bear its own expenses, costs, and fees (including without limitation legal fees)
incurred in connection with the transactions contemplated hereby, including the preparation,
negotiation and execution of this Agreement and other documents contemplated hereby and
compliance with their terms and conditions. Except as set forth in Section 3.3, all documentary
transfer or transaction duties and any other transfer taxes (along with any interests or penalties
related thereto), arising as a result of the sale and purchase of the Shares shall be equally borne by
the Parties.
5. Governing Law. This Agreement shall be construed and interpreted in accordance with
and governed by the Laws of the State of Delaware (without regard to the choice of law
provisions thereof). Any and all disputes arising out of or in connection with this Agreement
shall be finally and exclusively settled under the Rules of Arbitration of the International
11

Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. The
place of arbitration shall be Tokyo, Japan, in the event of an arbitration proceeding initiated by
Amyris, or San Francisco, California, United States, in the event of an arbitration initiated by
Nikko, and judgment on the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.
6. Parties Bound; No Third Party Beneficiaries. This Agreement shall inure to the benefit of
and shall be binding upon the Parties and their respective heirs, successors and assigns. No
provision of this Agreement is intended to or shall be construed to grant or confer any right to
enforce this Agreement or any remedy for breach of this Agreement to or upon any Person other
than the Parties.
7. Amendment. No change or modification to this Agreement shall be valid unless the same
is approved by the Parties in writing.
8. Assignment. Neither Party may assign, by operation of Law or otherwise, either this
Agreement or any of its rights, interests, or obligations hereunder without the express prior
written consent of the other Party. Notwithstanding the foregoing, Nikko may, without Amyris'
or the Company's consent, assign this Agreement and any of its rights, interests and obligations
hereunder (including any relevant portion of the Shares) to Nissa.
9. Severability. If any provision of this Agreement or the application thereof to any Person
or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the
remainder of this Agreement and the application of such provision to other Persons or
circumstances shall not be affected thereby but rather shall be enforced to the greatest extent
permitted by Applicable Law.
10. No Waiver. No waiver of any term or condition of this Agreement shall be valid or
binding on a Party unless the same shall have been set forth in a written document, specifically
referring to this Agreement and duly signed by the waiving Party.
11. Headings and Captions. The headings and captions contained in this Agreement are
inserted only as a matter of convenience and in no way define, limit or extend the scope or intent
of this Agreement or any provisions hereof.
12. Counterparts. This Agreement may be executed in one or more counterparts, with the
same effect as if the Parties had signed the same document. Each counterpart so executed shall
be deemed to be an original, and all such counterparts shall be construed together and shall
constitute one agreement.
[Signature Page Follows]
12

IN WITNESS WI-IEREOF, the Parties have executed and delivered this Agreement as of the
date first above written,
NIKKO CHEMICALS CO., LTD.
AShizuo
By:mNaaji
Title: President & Chief Executive Officer
NIPPON SURFACTANT INDUSTRIES CO., LTD.,
By: fL
Name: Shog Seki e
Title: CEO
AMYRIS, INC.
By:
Name: Jo
Title: PrIvelo
ident & Chief Executive Officer
[Signature Page to Joint Venture Agreement]

VXATRTT A
AMYRIS ASSIGNED CONTRACTS
Amyris Squalane Supply Agreement between Amyris, Inc., and Nikko Chemicals Co., Ltd.,
dated December 17, 2014.
Distribution Agreement between Amyris, Inc., and Centerchem, Inc., dated May 8, 2012 (as
amended by Amendment #1, #2, #3 and #4).
Neossance Hemisqualane Distribution Agreement between Amyris, Inc., and Centerchem, Inc.,
dated November 1, 2014
Hemisqualane Distribution Agreement between Amyris, Inc., and Dowell C&I Co., Ltd., dated
February 1, 2015.
Squalane Distribution Agreement between Amyris, Inc., and Dowell C&I Co., Ltd., dated
December 5, 2015.
Neossance Product Re -Sale Agreement, between Dinaco Importa�ao Comercio SA, dated June 1,
2015.
Distribution Agreement between Amyris, Inc., and Laserson SA, dated April 1, 2013.
Squalane Supply Agreement between Amyris, Inc., and Societe d'Exploitation de Produits pour
les Industries Chimiques SA, dated June 13, 2013.

EXHIBIT B-1
PATENTS
Amyris W
4 !
Application Na.
File Gate
Pub Number
Pub Date
Parent Number
issue Date
SqU0ne3ndismgvU I8n£
AM-3500
Compo5nlon5 and Methods For
U513/11I,991
05J76/11
US 2011i0187988
11J24/!1
HIS 8,58E,814
11J19J13
Prep.nl the Same
Squalane and Isosqualane
AM3500 OR
Compositions and Methods For
BR 112012020932-2
11J22J12
---
---
- -
pending
Pre a ring the Same
Squalane and isasquslane
AM-3500 EP
Compositions and Methods Far
EP 11724546/
12/20/12
EP 2574187
04/03j13
—
pending
Pre wring the Same
Squaiane and Isosqualane
AM3500JP
Compositions and methods Far
JP 2013-51138E
11/19/12
JP 2013.530245
07/25J13
•--•
pending
Preparing th a Se m e
Compositions and Methods Far
AM-7100 PCT
Extraction of Botanical
PCT/US2016/053111
09/22/16
—
—
—
pending
COm ound5 From Plants
Composltians Containing Blo-
Based Farnesene Or Compounds
AM-7200 PCT
6erired Therefrom And Thei r
PETILPS201CID54542
09j29j16
—
—
—
pending
Use In Consumer And Industrial
Produds

EXHIBIT B-2
PATENTS
Amynls Ref
title
AppLi-tian No.
PH Date
Tub Number
Pub Da Le
Aatent Number
lvoe Date
Fa,.— Din•cn: and{or
AM-2300
Famecane Dimers and
US 121s09,437
03% 23/69
--
US 7,532 2%
09{2 %
Composition= Thereof
AM-2316
LA,icant Com ftwns
US 121577,093
lQM9}09
US 7,fvgl.792
OfL#km0
Famecane Dim— and%or
AM-23113 9R
Famecane Dimers and
6F P1U9195974
--
—
—
pending
Compositions Th—YF
Famecane Di— and{or
AM-2310 EP
Famecane Rimers and
€P09740208.5
---
€p 2349959
OV133111
EP2349%6
09j14{16
Compositions Th—f
Farnexne Rimers and{or
AM-2310 EP-DE
Famecane Di —and
EP097402UG5
---
EP 2949956
06t03}11
EP 23499M
MIJAi36
Comp—M.— Th—f
Far—. Di—end%or
AM-2310 E P-FR
Famecane Dim— and
EP097402% 5
---
EP 2949956
0"50 1I
EP 234995E
09{JA?16
Compositions Thereof
Farnexne Dire ers and{or
AIA-2310 EP-G6
Famrcanc Dim— and
€P09;eG26L• 5
----
EP 2349955
0&}G3F11
EP 2349955
09{14,46
Com ositians Thereof
Fatnexne Dineen: and%or
AM-2310 US
Famecane Rimers and
US 13M3,514
G4,+08}i l
US 2011/0282113
i1/17}l1
US 8,669•403
03{JLV14
C-positi— Thereof
ng
�}23}261
AM-2000
antioxidantc piilenolr
US 121753,413
04j2}2010
us Z010/02�67971
10121}2o1D
US 8,519,204
.A oglt wRrnr
Title
Apprir•ation No.
Fire Dete
pub rl umber
Pub Dace
Patent dumber
tuue Date
5[abiiiring #a rnrscae .,c,ng
AM-2600 Di
p�hrnolc antioxidants
US 13}95i,.137
772512015
US 2013/0310E17
1'- '- : 1'
StibiliaingfanreseuHrg
AM-2500 AU
na�enol-r antio.idants
AU 2010232469
----
—
--
W20102324M
1;2: 2014
?.h.1-2500&P
Stahifi3ingfarnrsenr using
BR P110152504
----
—
-
—
----
pltenol - antioxidants
QA-2600.-
51abilbingf.nxsenrr ux:ng
UA 2,.757.0M—
adien k antioxidants
AM-2500 CN
5tahii��ing #arresenr using
CM 2010800241E4.8
---
CH 10244891E
5}5l2012
CH 2L201O800241E4.8
4}29j2015
p5-1 is antioxidants
5fibiFring fa mrsene using
AM-2600 EF
0anolc antioxidants
EP 107122,51,4
--
EP 2414311
2f8, MU
--
—
5. bilbingfanx —u,.np
.M-2E00 h':•:
p7h—1 k antioxidants
J.1K}a%2G1116S0fd0
--
—
—
Mx 312376
811512013
=i00 TT
S�hifi�ing fa rnrseer uc;ng
TT/Aj2011J0G173
—
—
—
—
—
enok antioxidants

EXHIBIT C
TRADEMARKS
Mark
Country
Class
Goods & Services
App. No.
File
Reg. No.
Reg. Date
Claimed
Date
NEOSSANCE
US
1,3
1Emollient used as
85/541,582
02/13/12
4,209,630
09/18/12
an ingredientfor
cosmetics and
personal care
compositions
3 Oils for cosmetic
and personal care
ur oses
NEOSSANCE
Int'1Reg.
1,3
I Emollientused as
IR1133812
07/11/12
IR1133812
07/11/12
an ingredientfor
cosmetics and
personal care
compositions
3 Oils for cosmetic
and personal care
purposes
NEOSSANCE
BR
1
1Emollientused as
905060539
07/23/12
905060539
07/07/15
an ingredientfor
cosmetics and
personal care
compositions
NEOSSANCE
BR
3
3 Oils for cosmetic
905060555
07/23/12
905060555
07/07/15
and personal care
purposes
NEOSSANCE
EU
1,3
1Emollientused as
IR1133812
07/11/12
IR1133812
07/26/13
an ingredientfor
cosmetics and
personal care
compositions
3 Oils for cosmetic
and personal care
purposes
NEOSSANCE
JP
1,3
1Emollientused as
IR1133812
07/11/12
IR1133812
07/26/13
an ingredientfor
cosmetics and
personal care
compositions
3 Oils for cosmetic
and personal care
purposes
NEOSSANCE
KR
1,3
1Emollient used as
40-2014-
10/23/14
401124885
08/21/15
an ingredientfor
0071401
cosmetics and
personal care
compositions
3 Oils for cosmetic
and personal care
purposes

FXHTRTT D
REPRESENTATIONS AND WARRANTIES CONCERNING AMYRIS
Amyris hereby represents and warrants that the following are true and correct as of the Closing
Date:
Organization. Amyris is duly organized and validly existing under the laws of the state
of Delaware, with the power and authority to own and operate its business as presently
conducted.
2. Authority. The execution and delivery by Amyris of this Agreement and any other
documents to which Amyris is a party, the performance by Amyris of its obligations
hereunder and thereunder and the consummation by Amyris of the transactions
contemplated hereby and thereby have been duly authorized by all requisite action on the
part of Amyris. This Agreement has been duly executed and delivered by Amyris, and
(assuming due authorization, execution and delivery by Nikko) this Agreement
constitutes a legal, valid and binding obligation of Amyris enforceable against Amyris in
accordance with its terms.
3. Consent. No consent of any Person, governmental approval or other governmental filing
is required to be made or obtained by Amyris in connection with the execution, delivery
or performance of this Agreement or the consummation of the transactions contemplated
hereby.
4. No Violation. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not result in: (a) a violation of
or a conflict with any provision of the organizational documents or the contracts of
Amyris in any material respect or (b) a violation by Amyris any Applicable Law.
5. Ownership of Shares. Prior to the Closing, Amyris has been the record and beneficial
owner of 100 Shares (on a fully -diluted basis), free and clear of any and all
Encumbrances.
6. Compliance. Glycotech/Salisbury operated the Neossance Business for Amyris in all
material respects in conformity with all applicable Laws, except for such breaches that are
covered by Akzo Nobel Agreements. Neither Amyris nor Glycotech/Salisbury has been
subject to any Claim by Governmental Authority in any jurisdiction involving the Assets
and/or the Neossance Business.
7. Tax Filing. Amyris has timely filed all Tax Returns required to be filed by it, and such
Tax Returns are correct and complete in all respects, were prepared in compliance with
applicable law. All Taxes owed by Amyris (whether or not shown or required to be shown
on any Tax Return) have been paid. There are no Encumbrances for Taxes (other than
statutory liens for Taxes that are not yet delinquent) upon any of the Assets.
8. Tax Ruling. Amyris has not executed or entered into any agreement with, or obtained
any consents, clearances or Tax exemptions or holidays from, any Governmental
Authority, or has been subject to any ruling guidance, with respect to the Assets or the
Neossance Business.

FXHTRTT F
REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY
Amyris hereby represents and warrants that the following are true and correct as of the Closing
Date:
1. Oranization. The Company is a limited liability company duly organized and validly
existing under the laws of the Delaware, with the power and authority to own and operate
the Neossance Business.
2. Certificate of Formation. True, correct and complete copies of the Company's
certificate of formation and other documents (collectively, "Organizational Documents"),
and a current good standing certificate of the Company are contained in Annex 1.1.
Authority. The execution and delivery by the Company of this Agreement and any other
document to which the Company is a party, the performance by the Company of its
obligations hereunder and thereunder and the consummation by the Company of the
transactions contemplated hereby and thereby have been duly authorized by all requisite
action on the part of the Company. This Agreement has been duly executed and delivered
by the Company, and (assuming due authorization, execution and delivery by Nikko) this
Agreement constitutes a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms.
4. Capitalization. One hundred (100) Shares of the Company are issued and outstanding.
No other equity or other interests in the Company has been issued. All outstanding
Shares have been duly authorized, validly issued, fully paid and non -assessable.
Assets. The Company has good and valid title to the personal property and other Assets
and owns, free and clear of Encumbrances, all Assets (including Intellectual Property").
All such Assets are in good operating condition (ordinary wear and tear excepted) and
sufficient for the Company to operate the Neossance Business.
6. Permit. The Company has all valid approvals, permits and licenses necessary for the
conduct of the Neossance Business.
7. Contracts. Exhibit A contains a complete, true and correct list of all material contracts to
which Amyris is a party or by which it is bound involving the Neossance Business (the
"Contracts"). All such Contracts are valid, binding and in full force and effect, as
assigned from Amyris to the Company. No party to the Contracts is in default or in
violation in any material respect of any such Contracts.
8. Distribution. The Company has not made or agreed to make any distribution of profits
of the Company.
9. Insolvency. As of the Closing, the Company is not insolvent and is not subject to the
filing of any petition in bankruptcy under any provisions of federal or state bankruptcy
law nor is the Company subject to liquidation or re -organization proceedings.

10. Affiliate Transactions. The Company has not incurred any indebtedness to Amyris or
any of its respective Affiliates or immediate family members of Amyris management.
11. Environment. Activities and facilities acquired by the Company by way of capital
contribution from Amyris are not and have not been the source of any pollution or any
damage to human health or the environment. Further, no dangerous or toxic wastes or
substances are or have been stored or treated in material violation of any Environmental
Law by the Company on the Real Property. The Company has not, either directly or
through a third party, disposed of wastes from any product or packaging outside of sites
adapted for its storage, treatment, evacuation or destruction which are regulated by
competent authorities for purposes of such operations in material violation of any
Environmental Law.
12. Taxes. The Company has no liability for the Taxes of any Person under Treasury
Regulation Section 1.1502-6, or as a transferee or successor, by operation of law, by
contract, or otherwise.
13. Real Property Holding Corporation. The Company is not a "United States real
property holding corporation" within the meaning of Section 897(c)(2) of the Code.

EXHIBIT F
REPRESENTATIONS AND WARRANTIES CONCERNING NIKKO
Nikko hereby represents and warrants that the following are true and correct as of the Closing
Date:
1. Organization. Nikko is duly organized and validly existing under the laws of its Japan,
with the power and authority to own and operate its business as presently conducted.
2. Authority. The execution and delivery by Nikko of this Agreement and any other
documents to which Nikko is a party, the performance by Nikko of its obligations
hereunder and thereunder and the consummation by Nikko of the transactions
contemplated hereby and thereby have been duly authorized by all requisite action on the
part of Nikko. This Agreement has been duly executed and delivered by Nikko, and
(assuming due authorization, execution and delivery by Amyris and the Company) this
Agreement constitutes a legal, valid and binding obligation of Nikko enforceable against
Nikko in accordance with its terms.
3. Consent. No consent of any Person, governmental approval or other governmental filing
is required to be made or obtained by Nikko in connection with the execution, delivery or
performance of this Agreement or the consummation of the transactions contemplated
hereby.
4. No Violation. The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby will not result in: (a) a violation of
or a conflict with any provision of the organizational documents or the contracts of Nikko
in any material respect or (b) a violation by Nikko any Applicable Law.
5. Investment Purpose. Nikko is acquiring the Shares solely for its own account for
investment purposes and not with a view to, or for offer or sale in connection with, any
distribution thereof. Nikko acknowledges that the Shares are not registered under the
Securities Act of 1933, as amended, or any state securities laws, and that the Shares may
not be transferred or sold by Nikko except pursuant to the registration provisions of the
Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and
subject to state securities laws and regulations, as applicable.

SCHEDULE A
INTEPRETATIONS AND DEFINITIONS
A. INTERPRETATIONS
(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include
each other gender; (ii) words using the singular or plural number also include the plural or
singular number, respectively; (iii) the terms "hereof', "herein", "hereby" and derivative or
similar words refer to this entire Agreement; (iv) the term "Article" refers to the specified Article
or Article of this Agreement; (v) the word "including" shall mean "including, without limitation", -
and (vi) the word "of' shall be disjunctive but not exclusive.
(b) References to agreements and other documents shall be deemed to include all subsequent
amendments and other modifications thereto.
(c) The schedules and exhibits to this Agreement are a material part hereof and shall be
treated as if fully incorporated into the body of this Agreement.
(d) Whenever this Agreement refers to a number of days, such number shall refer to calendar
days and shall be counted from the day immediately following the date from which such number
of days is to be counted.
(e) References to Articles, Exhibits and Schedules are references to articles of, exhibits to and
schedules to, this Agreement.
(f) This Agreement shall be construed without regard to any presumption or rule requiring
construction or interpretation against the party drafting an instrument or causing any instrument
to be drafted.
B. DEFINITIONS
All capitalized terms and not defined herein shall have the meanings ascribed to them below.
"Affiliates" means, with respect to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person. The term "control" shall
mean the power to direct, or cause the direction of, the management and policies of a Person
through voting securities, by contract or otherwise.
"Applicable Law" means, as to any Person, any statute, law, rule, regulation, directive, treaty,
judgment, order, decree or injunction of any Governmental Authority that is applicable to or
binding upon such Person or any of its properties.
"Business Day" means a day on which commercial banks in San Francisco, California and
Tokyo, Japan are generally open to conduct their regular banking business.
"Code" means the Internal Revenue Code of 1986, as amended from time to time, the provisions
of succeeding law, and to the extent applicable, the Treasury Regulations.

"Claim" means any dispute in any civil, criminal, administrative, arbitration, tax, regulatory or
other proceedings, claims, investigations, inquiries, actions (including disciplinary) or
prosecutions before any Governmental Authority.
"Disclosure Schedules" means the disclosure schedules delivered with the execution and
delivery of this Agreement.
"Encumbrance" means any lien, judgment, pledge, attachment, escrow, option, charge,
easement, restrictive covenant, security interest, deed of trust, right of first refusal, mortgage,
right-of-way, encroachment, building or use restriction, encumbrance or other right of third
parties, whether voluntarily incurred or arising by operation of laws, and includes, without
limitation, any agreement to give any of the foregoing in the future, and any contingent or
conditional sales agreement or other title retention agreement including rights of retention.
"Environmental Laws" means all Applicable Laws relating to pollution or protection of the
environment (including, without limitation, ambient air, surface water, ground water, land
surface, or subsurface strata).
"Fully Burdened Cost" means (a) the direct labor costs (including salary and wages and fringe
benefits) incurred by the Company in producing the applicable Product; (b) the cost of materials
used by the Company (including feedstock and raw materials, intermediates, components and
packaging materials, and including shipping and handling costs, freight -in charges and any
applicable sales taxes and/or customs duties therefor); (c) a reasonable allocation of overhead
(including without limitation indirect labor costs, supplies and materials, plant insurance and
property taxes) and facilities and equipment expense (including rent, utilities, repairs and
maintenance costs, equipment rental, and depreciation expense over the expected life of the
buildings and equipment), (d) costs for administration and for management of material
procurement (including ingredient procurement, if applicable) and other manufacturing or other
applicable activities, including quality control and quality assurance (QA), performed directly in
support of the applicable activity, calculated in accordance with GAAP in effect from time to
time, consistently applied; (e) if applicable, amounts paid (net of rebates or discounts, if any) to
contract manufacturers or service providers in connection with their supply of ingredient or
subcontracting of the applicable activity (including shipping costs and any applicable taxes
and/or duties therefor) and (f) any royalties payable to a third party attributable to the applicable
activity; provided, however, that no cost may be counted more than once in such calculation.
"GAAP" means the generally accepted accounting principles and practices applicable in the
United States.
"Governmental Authority" means any domestic or foreign government, governmental
authority, court, tribunal, agency or other regulatory, administrative or judicial agency,
commission or organization, and any subdivision, branch or department of any of the foregoing.
"Intellectual Property" means any patents, trademarks, trade names, designs, models, know-
how and/or other intellectual property rights.
"Person" shall mean an individual, corporation, partnership, joint venture, limited liability
company, governmental authority, unincorporated organization, trust, association or other entity.

"Tax" or "Taxes" means any federal, state, local, or non-U.S. income, gross receipts, license,
payroll, employment, excise, severance, stamp, occupation, premium, windfall profits,
environmental, customs duties, capital stock, franchise, profits, withholding, social security (or
similar), unemployment, disability, real property, personal property, sales, use, transfer,
registration, value added, alternative or add -on minimum, estimated, or other tax of any kind
whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.
"Tax Return" means any return, certificate, declaration, notice, report, statement, election,
information statement or other document filed or required to be filed with respect to Taxes,
including any amendments thereof, and including any schedules and attachments thereto.
"Transfer Taxes" means any transfer, stamp, documentary, sales, use, registration, value-added
and other similar Taxes (including all applicable real estate transfer Taxes and real property
transfer gains Taxes and including any filing and recording fees) incurred in connection with this
Agreement and the transactions contemplated hereby.
"Treasury Regulations" shall mean the final and temporary regulations that have been issued by
the U.S. Department of Treasury pursuant to its authority under the Code, and any successor
regulations.