Genomatica Inc Sample Contracts

Contract
English Warrant Agreement • August 24th, 2011 • Genomatica Inc • California

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

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JOINT DEVELOPMENT AGREEMENT
Joint Development Agreement • February 13th, 2012 • Genomatica Inc • Industrial organic chemicals • Delaware

This Joint Development Agreement (this “JDA”), is dated as of this 15th day of March, 2011 (“Effective Date”), by and between Genomatica, Inc., a Delaware corporation with principal offices located at 10520 Wateridge Circle, San Diego, California 92121 (hereinafter referred to as “Genomatica”), and Tate & Lyle Ingredients Americas, Inc., a Delaware corporation with principal offices located at 2200 East Eldorado Street, Decatur, Illinois 62521 (hereinafter referred to as “T&L”).

JOINT DEVELOPMENT AGREEMENT
Joint Development Agreement • February 13th, 2012 • Genomatica Inc • Industrial organic chemicals • Delaware

This Joint Development Agreement (this “JDA”), is dated as of this 15th day of April, 2011 (“Effective Date”), by and between Genomatica, Inc., a Delaware corporation with principal offices located at 10520 Wateridge Circle, San Diego, California 92121 (hereinafter referred to as “Genomatica”), and Chemtex Italia S.r.l., an Italian corporation with principal offices located at Strada Ribrocca n. 11, 15057 Tortona (AL), Italy (hereinafter referred to as “Chemtex”).

LICENSE AGREEMENT
License Agreement • February 13th, 2012 • Genomatica Inc • Industrial organic chemicals

This License Agreement, effective upon the date of last signature herein (the “Effective Date”), by and between The Penn State Research Foundation (hereinafter referred to as “PSRF”), a non-profit corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania and having an office at 304 Old Main, University Park, PA 16802, and Genomatica, Inc., a corporation organized under the laws of the State of California (hereinafter referred to as “LICENSEE”), having its principal office at 5405 Morehouse Drive, Suite 210, San Diego, CA 92121.

Re: Chief Technology Officer Agreement with Genomatica, Inc.
Genomatica Inc • November 3rd, 2011 • Industrial organic chemicals • California

By this letter, you and Genomatica, Inc. (the “Company”) agree to amend and restate the terms of your position as Executive Vice President and Chief Technology Officer pursuant to the terms of this letter agreement (this “Agreement”). This Agreement is made and entered into as of the last day either party executes this Agreement (the “Effective Date”) and shall supersede any prior written or oral agreements relating to the conditions of your employment with the Company. You and the Company hereby agree as follows:

JOINT DEVELOPMENT AGREEMENT Between Genomatica, Inc. and WM Organic Growth, Inc.
Agreement • February 13th, 2012 • Genomatica Inc • Industrial organic chemicals • New York

THIS AGREEMENT is entered into by and between Genomatica, Inc. (“Genomatica”), a Delaware corporation, and WM Organic Growth, Inc. (“WMOG”), a Delaware corporation, to be effective as of the 1st day of December, 2010 (the “Effective Date”).

SUPPLY RIGHTS AGREEMENT
Supply Rights Agreement • November 3rd, 2011 • Genomatica Inc • Industrial organic chemicals

THIS SUPPLY RIGHTS AGREEMENT (this “Agreement”) is made as of the 1st day of December, 2010 by and between Genomatica, Inc., a Delaware corporation (“Genomatica”), and Waste Management National Services, Inc., a Delaware corporation (“WM”). Genomatica and WM are occasionally referred to herein individually as a “Party” and collectively as the “Parties.”

THIRD AMENDMENT TO LEASE
Lease • August 24th, 2011 • Genomatica Inc

THIS THIRD AMENDMENT TO LEASE (“Amendment”) is made and entered into as of the 5th day of May, 2011, by and between WATERIDGE GOODMAN INVESTORS, LLC, a California limited liability company, and WATERIDGE KIFFMANN INVESTORS, LLC, a California limited liability company, as tenants in common (collectively, “Landlord”), and GENOMATICA, INC., a Delaware corporation (“Tenant”).

JUNE 7th, 2011 MEMORANDUM OF UNDERSTANDING
Genomatica Inc • August 24th, 2011

This MEMORANDUM OF UNDERSTANDING supplements the Lease dated April 18, 2008, and the Second Amendment to Lease dated November 25, 2009, and the Third Amendment to Lease dated May 5, 2011 between WATERIDGE GOODMAN INVESTORS, LLC, a California limited liability company, and WATERIDGE KIFFMANN INVESTORS, LLC, a California limited liability company (collectively “Landlord”), and GENOMATICA, INC., a Delaware Corporation (“Tenant”).

January 20, 2012 Mitsubishi Chemical Corporation 14-1, Shiba 4-chome, Minato-ku Tokyo 108-0014 Japan
Letter Agreement • February 13th, 2012 • Genomatica Inc • Industrial organic chemicals • New York

This letter agreement (the “Letter Agreement”) between Mitsubishi Chemical Corporation (“MCC”) and Genomatica, Inc. (“Genomatica”) is intended to be legally binding on both parties. In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

PLAIN ENGLISH EQUIPMENT LOAN AND SECURITY AGREEMENT
English Equipment Loan and Security Agreement • September 29th, 2011 • Genomatica Inc • Industrial organic chemicals • California

This is a PLAIN ENGLISH EQUIPMENT LOAN AND SECURITY AGREEMENT dated as of June 20, 2011 by and between GENOMATICA, INC., a Delaware corporation, as borrower, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.

Re: Executive Vice President and Chief Financial Officer Agreement with Genomatica, Inc. Dear Mike,
Genomatica Inc • November 3rd, 2011 • Industrial organic chemicals • California

Genomatica, Inc. (the “Company”) is pleased to offer you the position of Executive Vice President and Chief Financial Officer pursuant to the terms of this letter agreement (this “Agreement”). This Agreement is made and entered into as of the last day either party executes this Agreement. Should you accept this offer, your start date shall be no later than August 22, 2011 (the “Effective Date”). This offer will expire on July 11, 2011. You and the Company hereby agree as follows:

JOINT DEVELOPMENT AGREEMENT Between Genomatica, Inc. and WM Organic Growth, Inc.
Joint Development Agreement • September 15th, 2011 • Genomatica Inc • Industrial organic chemicals • New York

THIS AGREEMENT is entered into by and between Genomatica, Inc. (“Genomatica”), a Delaware corporation, and WM Organic Growth, Inc. (“WMOG”), a Delaware corporation, to be effective as of the 1st day of December, 2010 (the “Effective Date”).

LICENSE AGREEMENT BETWEEN GENOMATICA, INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR
License Agreement • September 15th, 2011 • Genomatica Inc • Industrial organic chemicals • California
WATERIDGE SUMMIT SUMMARY OF BASIC LEASE INFORMATION
Lease • August 24th, 2011 • Genomatica Inc • California

This Lease Form, which includes the preceding Summary of Basic Lease Information (the “Summary”) attached hereto and incorporated herein by this reference (the Lease Form and Summary to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between WATERIDGE GOODMAN INVESTORS, LLC, a California limited liability company, and WATERIDGE KIFFMANN INVESTORS, LLC, a California limited liability company, as tenants in common (collectively, “Landlord”), and GENOMATICA, INC., a Delaware corporation (“Tenant”).

SECOND AMENDMENT TO LEASE
Lease • August 24th, 2011 • Genomatica Inc

THIS SECOND AMENDMENT TO LEASE (“Amendment”) is made and entered into as of the 25th day of November, 2009, by and between WATERIDGE GOODMAN INVESTORS, LLC, a California limited liability company, and WATERIDGE KIFFMANN INVESTORS, LLC, a California limited liability company, as tenants in common (collectively, “Landlord”), and GENOMATICA, INC., a California corporation (“Tenant”).

JV AND LICENSE AGREEMENT
Jv and License Agreement • February 13th, 2012 • Genomatica Inc • Industrial organic chemicals

THIS JV AND LICENSE AGREEMENT is entered into as of December 7, 2011 (the “Execution Date”) between GENOMATICA, INC., a company incorporated under Delaware law (“Genomatica”), having a registered address at 10520 Wateridge Circle, San Diego, California 92121, United States of America, and NOVAMONT S.P.A., a company incorporated under the laws of Italy (“Novamont”), having a registered address at Via G. Fauser 8, 28100 Novara, Italy. Genomatica and Novamont shall be referred to individually as a “Party” and collectively as “Parties”.

LICENSE AGREEMENT
License Agreement • February 13th, 2012 • Genomatica Inc • Industrial organic chemicals • Delaware

This License Agreement (this “License Agreement” or “Agreement”), is dated as of this 7th day of December, 2011 (“Effective Date”), by and between Genomatica, Inc., a Delaware corporation with principal offices located at 10520 Wateridge Circle, San Diego, California 92121 (hereinafter referred to as “Genomatica”), and Beta Renewables S.p.A., an Italian corporation with principal offices located at Strada Ribrocca n. 11, 15057 Tortona (AL), Italy (hereinafter referred to as “Licensor”).

GENOMATICA, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • September 29th, 2011 • Genomatica Inc • Industrial organic chemicals • California

THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 10th day of December 2010, by and among Genomatica, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

AMENDMENT TO LEASE
Lease • August 24th, 2011 • Genomatica Inc

This Amendment to Lease is dated as of 10/1/08 and amends the Lease dated April 18, 2008 between WATERIDGE KIFFMANN INVESTORS, LLC, a California Limited Liability Company and WATERIDGE GOODMAN INVESTORS, LLC, a California Limited Liability Company, as “Landlord”, and GENOMATICA, INC., a Delaware corporation, as “Tenant”.

GENOMATICA LEASE EXPANSION MEMORANDUM OF UNDERSTANDING March 8, 2010
Genomatica Inc • August 24th, 2011

This MEMORANDUM OF UNDERSTANDING supplements the Lease dated April 18, 2008, and the Second Amendment to Lease dated November 25, 2009, between WATERIDGE GOODMAN INVESTORS, LLC, a California limited liability company, and WATERIDGE KIFFMANN INVESTORS, LLC, a California limited liability company (collectively “Landlord”), and GENOMATICA, INC., a Delaware corporation (“Tenant”).

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SERVICES AGREEMENT (DP)
Services Agreement • September 15th, 2011 • Genomatica Inc • Industrial organic chemicals • Delaware

This Services Agreement (DP) (this “Agreement”), is dated as of this 15th day of March, 2011 (the “Signature Date”), by and between Genomatica, Inc., a Delaware corporation with principal offices located at 10520 Wateridge Circle, San Diego, California 92121 (hereinafter referred to as “Genomatica”), and Tate & Lyle Ingredients Americas, Inc., a Delaware corporation with principal offices located at 2200 East Eldorado Street, Decatur, Illinois 62521 (hereinafter referred to as “T&L”).

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