Common use of Consequences of Expiration or Termination Clause in Contracts

Consequences of Expiration or Termination. (a) If Shell terminates this Amended and Restated Research Agreement pursuant to Section 11.3 (Material Breach), 12.2 (Assignment) or 12.4 (Force Majeure), or if Codexis terminates this Amended and Restated Research Agreement pursuant to Section 11.2(b) (Termination for Convenience), then (i) the Amended and Restated License Agreement shall continue according to its terms; and (ii) Codexis shall pay to Shell any amount previously paid to Codexis pursuant to Section 3.3 that, as of the effective date of such termination, has not been spent on performing Codexis’ obligations under the Program and does not correspond to a non-cancellable commitment with respect to such performance; provided, however, that in the event that Shell terminates this Amended and Restated Research Agreement prior to the sixth (6th) anniversary of the Effective Date pursuant to Section 11.3 (Material Breach), 12.2 (Assignment) or 12.4 (Force Majeure) (provided such termination pursuant to Section 12.4 occurs no sooner than nine (9) months after the applicable force majeure event and provided further that Codexis is the Party affected by such force majeure event and provides Shell with the full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration of the interference with its activities), and Codexis can represent in good faith that it can resume its performance under this Amended and Restated Research Agreement, no later than nine (9) months after such force majeure event), Codexis shall refund the exclusivity fee paid by Shell to Codexis in accordance with Section 3.2 on a pro rata basis based on the quotient obtained by dividing (A) the duration of time remaining between the effective date of such termination and the sixth (6th) year anniversary of the Effective Date by (B) five (5) years. By way of example, if Shell terminates this Amended and Restated Research Agreement pursuant to Section 11.3 on the fourth (4th) anniversary of the Effective Date, then Codexis shall refund Eight Million United States Dollars ($8,000,000) to Shell.

Consequences of Expiration or Termination. (a) If Shell terminates this Amended and Restated Research Agreement pursuant to Section 11.3 (Material Breach), 12.2 (Assignment) or 12.4 (Force Majeure), or if Codexis terminates this Amended and Restated Research Agreement pursuant to Section 11.2(b) (Termination for Convenience), then (i) the Amended and Restated License Agreement shall continue according to its terms; and (ii) Codexis shall pay to Shell any amount previously paid to Codexis pursuant to Section 3.3 that, as of the effective date of such termination, has not been spent on performing Codexis’ obligations under the Program and does not correspond to a non-cancellable commitment with respect to such performance; provided, however, that in the event that Shell terminates this Amended and Restated Research Agreement prior to the sixth (6th) anniversary of the Effective Date pursuant to Section 11.3 (Material Breach), 12.2 (Assignment) or 12.4 (Force Majeure) (provided such termination pursuant to Section 12.4 occurs no sooner than nine (9) months after the applicable force majeure event and provided further that Codexis is the Party affected by such force majeure event and provides Shell with the full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration of the interference with its activities), and Codexis can represent in good faith that it can resume its performance under this Amended and Restated Research Agreement, no later than nine (9) months after such force majeure event), Codexis shall refund the exclusivity fee paid by Shell to Codexis in accordance with Section 3.2 on a pro rata basis based on the quotient obtained by dividing (A) the duration of time remaining between the effective date of such termination and the sixth (6th) year anniversary of the Effective Date by (B) five (5) years. By way of example, if Shell terminates this Amended and Restated Research Agreement pursuant to Section 11.3 on [*] Certain information in this document has been omitted and filed separately with the fourth (4th) anniversary of Securities and Exchange Commission. Confidential treatment has been requested with respect to the Effective Date, then Codexis shall refund Eight Million United States Dollars ($8,000,000) to Shellomitted portions.

Consequences of Expiration or Termination. (a) If Shell terminates this Amended and Restated Research Agreement pursuant to Section 11.3 (Material Breach), 12.2 (Assignment) or 12.4 (Force Majeure), or if Codexis terminates this Amended and Restated Research Agreement pursuant to Section 11.2(b) (Termination for Convenience), then (i) the Amended and Restated License Agreement shall [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. continue according to its terms; and (ii) Codexis shall pay to Shell any amount previously paid to Codexis pursuant to Section 3.3 that, as of the effective date of such termination, has not been spent on performing Codexis’ obligations under the Program and does not correspond to a non-cancellable commitment with respect to such performance; provided, however, that in the event that Shell terminates this Amended and Restated Research Agreement prior to the sixth (6th) [*] anniversary of the Effective Date pursuant to Section 11.3 (Material Breach), 12.2 (Assignment) or 12.4 (Force Majeure) (provided such termination pursuant to Section 12.4 occurs no sooner than nine (9) months [*] after the applicable force majeure event and provided further that Codexis is the Party affected by such force majeure event and provides Shell with the full particulars thereof as soon as it becomes aware of the same (including its best estimate of the likely extent and duration of the interference with its activities), and Codexis can represent in good faith that it can resume its performance under this Amended and Restated Research Agreement, no later than nine (9) months after such force majeure event), Codexis shall refund the exclusivity fee paid by Shell to Codexis in accordance with Section 3.2 on a pro rata basis based on the quotient obtained by dividing (A) the duration of time remaining between the effective date of such termination and the sixth (6th) year [*] anniversary of the Effective Date by (B) five (5) years[*]. By way of example, if Shell terminates this Amended and Restated Research Agreement pursuant to Section 11.3 on the fourth (4th) anniversary of the Effective Date, then Codexis shall refund Eight Million United States Dollars ($8,000,000) [*] to Shell.