SUPPLY AGREEMENTSupply Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • New York
Whereas, pursuant to a Memorandum of Understanding dated as of March 7, 2011 entered into between BioAmber Inc., Mitsui & Co., Ltd. (“Mitsui”) and MCC, BioAmber Inc. has agreed to make its best efforts to conclude this Agreement with MCC, by July 1st, 2011;
JOINT DEVELOPMENT AGREEMENTJoint Development Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals
The parties agree to collaborate under the terms and conditions set forth hereabove and in the hereunder General Terms and Conditions.
RESTATED LIMITED LIABILITY COMPANY AGREEMENT AMONG SINOVEN BIOPOLYMERS INC. (“Sinoven”) AND NATUREWORKS LLC (“NatureWorks”) AND AMBERWORKS LLC (the “Company”) AND BIOAMBER INC. (“BioAmber”) (solely for the purpose of Section 15.4 hereof)Limited Liability Company Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • Delaware
This RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement” or this “LLC Agreement”) is entered into as of the 15th day of February, 2012, among Sinoven Biopolymers Inc., a Delaware corporation (“Sinoven”), NatureWorks LLC, a Delaware Limited Liability Company (“NatureWorks”) and AmberWorks LLC, a Delaware limited liability company (the “Company”) and BioAmber Inc. (“BioAmber”) (solely for the purpose of Section 15.4 hereof).
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • Delaware
This Agreement (the “Agreement”), made and effective as of the Effective Date, by and between Celexion, LLC, a Delaware limited liability company having its principal place of business at One Memorial Drive, Suite 7, Cambridge, MA 02142 (hereinafter referred to as “Celexion” or “Licensor”) and DNP Green Technology, Inc., a Delaware corporation having its principal place of business at 1250 Rene-Levesque West, Suite 4110, Montreal, QC, Canada, H3B 4W8 (hereinafter referred to as “DNP Green” or “Licensee”).
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • Delaware
This Technology License Agreement (hereinafter “Agreement”) dated February 15th, 2012 (the “Effective Date”) is by and among Sinoven Biopolymers, Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal place of business in Malvern, Pennsylvania (hereinafter called “Sinoven”); NatureWorks LLC, a limited liability company organized and existing under the laws of the State of Delaware, having its principal place of business in Minnetonka, Minnesota (hereinafter called “NatureWorks”); AmberWorks LLC, a limited liability company duly organized and existing under the laws of the State of Delaware, having its principal place of business in Plymouth, Minnesota (hereinafter called “LLC”), and BioAmber, Inc. a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called “BioAmber”).
LICENSE AGREEMENTLicense Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • Delaware
This License Agreement (the “Agreement”), made and effective as of June 28, 2010 (the “Effective Date”), by and between E. I. du Pont de Nemours and Company, a Delaware corporation having its principal place of business at 1007 Market Street, Wilmington, Delaware 19898 (“DuPont”) and Bioamber S.A.S., a French corporation having its principal place of business at Route de Bazancourt, F-51110, Pomacle France (“Bioamber”). In this Agreement DuPont and Bioamber shall also be referred to individually as a “Party” and collectively as the “Parties.”
UT-Battelle Reference #: PLA 1562 UC-A Reference #: IPA 0749 SOLE COMMERCIAL FIELD OF USE PATENT LICENSE AGREEMENTLicense Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • Tennessee
This Exclusive Commercial Patent License Agreement (Agreement) is between UT-Battelle, LLC (UT-Battelle), a Tennessee non-profit limited liability company, UChicago Argonne, LLC (UC-A), an Illinois non-profit limited liability company, and DNP Green Technology, INC, a Delaware Corporation with a principle place of business located at 1250 Rene-Levesque West, Suite 4110, Montreal QC, Canada, H3B 4W8 (“Licensee”), hereinafter referred to singly as the “Party” or jointly as the “Parties.” UT-Battelle and UC-A hereinafter referred to jointly as “Licensors.”
COMMERCIAL LICENSE AGREEMENTCommercial License Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals
This Commercial License Agreement (“Commercial License”), effective the 15th day of April, 2010 (“Effective Date”), is made by and between Cargill, Inc., through its Bio Technology Development Center, having its principal place of business at 15407 McGinty Road West, Wayzata, MN 55391 (hereinafter “Cargill”), and Bioamber S.A.S., having a place of business at Route de Bazancourt, F-51110, Pomacle France (“Bioamber”). Cargill and Bioamber are referred to herein as “Parties”, in singular or plural usage, as required by context.
DEVELOPMENT AGREEMENTDevelopment Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • Minnesota
This Development Agreement (“Development Agreement”) is entered into on April 15th, 2010 (“EffectiveDate”) by and between Cargill, Incorporated through its Bio Technology Development Center, having its principal place of business at 15407 McGinty Road West, Wayzata, Minnesota 55391 USA (“Cargill”) and Bioamber S.A.S., having a place of business at Route de Bazancourt, F-51110, Pomacle France (“Bioamber”). Bioamber and Cargill shall be referred to individually as “Party” and collectively as “Parties”, as required by text.
PROSPERITY INITIATIVE REGIONAL DIVERSIFICATION CONTRIBUTION AGREEMENTContribution Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • Ontario
WHEREAS the Federal Economic Development Agency for Southern Ontario (“Agency”) was created to support to help make Canadians more productive and competitive in the knowledge-based economy, by supporting economic development, economic diversification, job creation, and sustainable, self-reliant communities in Southern Ontario (as defined herein);
EXCLUSIVE DISTRIBUTORSHIP AGREEMENTExclusive Distributorship Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • New York
SUPPLY AGREEMENTSupply Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • New Jersey
Whereas IFF identified natural succinic acid as a strategic product in connection with the “Field” and wishes to develop new products based on natural succinic acid;
JOINT VENTURE AGREEMENT by and among BIOAMBER INC., BIOAMBER INTERNATIONAL S.à.r.l., MITSUI & CO., LTD. and BLUEWATER BIOCHEMICALS INC. Dated November 2, 2011Joint Venture Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • New York
THIS JOINT VENTURE AGREEMENT (this “Agreement”) is made and entered into as of the 2nd day of November, 2011, by and among BioAmber Inc., a corporation organized under the laws of Delaware (“BioAmber”), BioAmber International S.à.r.l., a limited liability company organized under the laws of Luxembourg and a direct wholly owned subsidiary of BioAmber (“BioAmber Lux”, and together with BioAmber, the “BioAmber Parties”), Mitsui & Co., Ltd., a corporation organized under the laws of Japan (“Mitsui”), and Bluewater Biochemicals Inc., a corporation organized under the laws of Canada (the “Company”).
AGREEMENT OF PURCHASE AND SALE May 25, 2012 BETWEEN: LANXESS INC. -and- BIOAMBER SARNIA INC.Agreement of Purchase and Sale • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • Ontario
LANXESS INC., a corporation incorporated under the laws of Canada, with offices at P.O. Box 3001, 1265 Vidal Street South, Sarnia, Ontario, Canada
AMENDMENT TO THE EXCLUSIVE DISTRIBUTORSHIP AGREEMENT DATEDThe Exclusive Distributorship Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals
WHEREAS BioAmber and Mitsui have entered into an Exclusive Distributorship Agreement dated April 9, 2010, as amended (the “Distribution Agreement”);
RESTATED TOLL MANUFACTURING AGREEMENTToll Manufacturing Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals
THIS RESTATED TOLL MANUFACTURING AGREEMENT (the “Agreement”), signed as of December 7, 2012 (the “Signature Date”), with an effective date as of December 1st, 2011 (the “Effective Date”), is made and entered into by and among Agro Industrie Recherches et Développements, S.A., a French entity (“ARD”), BioAmber S.A.S., a French entity (“BioAmber”) and BioAmber Inc., a Delaware corporation (“BioAmber US”).
SECOND AMENDMENT TO THE RESTATED LIMITED LIABILITY COMPANY AGREEMENT ENTERED INTO BETWEEN SINOVEN BIOPOLYMERS INC., NATUREWORKS LLC, AMBERWORKS LLC AND BIOAMBER INC. AS OF FEBRUARY 15, 2012Limited Liability Company Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals
This Second Amendment Agreement is made as of November 5, 2012, between Sinoven Biopolymers Inc. (“Sinoven”), NatureWorks LLC (“NatureWorks”), AmberWorks LLC (“AmberWorks”) and BioAmber Inc. (“BioAmber”).
CONSENT AND AMENDMENTS TO LOAN AGREEMENTConsent and Amendments to Loan Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • Ontario
HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONTARIO, as represented by the Minister of Economic Development and Innovation (the “Lender”)
ContractMemorandum of Agreement of Lease • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals • Quebec
MEMORANDUM OF AGREEMENT OF LEASE (“Lease”) ENTERED INTO AT THE CITY AND DISTRICT OF MONTREAL IN THE PROVINCE OF QUEBEC ON THE 24 DAY OF SEPTEMBER, 2012.
AMENDMENT TO THE RESTATED LIMITED LIABILITY COMPANY AGREEMENT ENTERED INTO BETWEEN SINOVEN BIOPOLYMERS INC., NATUREWORKS LLC, AMBERWORKS LLC AND BIOAMBER INC. AS OF FEBRUARY 15, 2012Limited Liability Company Agreement • February 15th, 2013 • BioAmber Inc. • Industrial organic chemicals
This Amendment Agreement is made as of August —, 2012, between Sinoven Biopolymers Inc. (“Sinoven”), NatureWorks LLC (“NatureWorks”), AmberWorks LLC (“AmberWorks”) and BioAmber Inc. (“BioAmber”).
