0001171843-17-005058.txt : 20170814 0001171843-17-005058.hdr.sgml : 20170814 20170814172147 ACCESSION NUMBER: 0001171843-17-005058 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 96 CONFORMED PERIOD OF REPORT: 20170630 FILED AS OF DATE: 20170814 DATE AS OF CHANGE: 20170814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMYRIS, INC. CENTRAL INDEX KEY: 0001365916 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-34885 FILM NUMBER: 171031652 BUSINESS ADDRESS: STREET 1: 5885 HOLLIS ST SUITE 100 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 510-450-0761 MAIL ADDRESS: STREET 1: 5885 HOLLIS ST SUITE 100 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: AMYRIS BIOTECHNOLOGIES INC DATE OF NAME CHANGE: 20060613 10-Q 1 f10q_081417p.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from to

Commission File Number: 001-34885

AMYRIS, INC.

(Exact name of registrant as specified in its charter)

Delaware

55-0856151

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Amyris, Inc.

5885 Hollis Street, Suite 100

Emeryville, CA 94608

(510) 450-0761

(Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuance to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at August 11, 2017
Common Stock, $0.0001 par value per share	37,606,558

AMYRIS, INC.

QUARTERLY REPORT ON FORM 10-Q

For the Quarterly Period Ended June 30, 2017

INDEX

		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 4.	Controls and Procedures	69

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	70
Item 1A.	Risk Factors	70
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	100
Item 3.	Defaults Upon Senior Securities	101
Item 4.	Mine Safety Disclosures	101
Item 5.	Other Information	101
Item 6.	Exhibits	101
	Signatures
	Exhibit Index

PART I

ITEM 1. FINANCIAL STATEMENTS

Amyris, Inc.

Condensed Consolidated Balance Sheets

(In Thousands, Except Shares and Per Share Amounts)

(Unaudited)

	June 30, 2017			December 31, 2016
Assets
Current assets:
Cash and cash equivalents	$	5,078		$	27,150
Restricted cash		3,815			4,326
Short-term investments		1,556			1,374
Accounts receivable, net of allowance of $501 and $478, respectively		15,958			13,105
Related party accounts receivable, net of allowance of $23 and $23, respectively		1,431			872
Inventories		5,729			6,213
Prepaid expenses and other current assets		7,440			6,083
Total current assets		41,007			59,123
Property, plant and equipment, net		49,303			53,735
Restricted cash, non-current		958			957
Equity and loans in affiliates		94			34
Other assets		20,783			15,464
Goodwill and intangible assets		560			560
Total assets	$	112,705		$	129,873
Liabilities, Mezzanine Equity and Stockholders' Deficit
Current liabilities:
Accounts payable	$	14,657		$	15,315
Deferred revenue		5,001			5,288
Accrued and other current liabilities		29,275			29,188
Capital lease obligation, current portion		598			922
Debt, current portion		7,954			25,853
Related party debt, current portion		5,331			33,302
Total current liabilities		62,816			109,868
Capital lease obligation, net of current portion		33			334
Long-term debt, net of current portion		111,112			128,744
Related party debt, net of current portion		40,920			39,144
Deferred rent, net of current portion		8,445			8,906
Deferred revenue, net of current portion		6,650			6,650
Derivative liabilities		58,606			6,894
Other liabilities		5,639			7,841
Total liabilities		294,221			308,381
Commitments and contingencies (Note 6)
Mezzanine Equity:
Contingently redeemable common stock (Note 5)		5,000			5,000
Convertible preferred stock (Note 5)		12,830			—
Stockholders’ deficit:
Preferred Stock - $0.0001 par value, 5,000,000 and 5,000,000 shares authorized as of June 30, 2017 and December 31, 2016, respectively, and 3,330 and 0 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively		—			—
Common stock - $0.0001 par value, 250,000,000 and 500,000,000 shares authorized as of June 30, 2017 and December 31, 2016, respectively; 25,272,420 and 18,273,921 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively		3			2
Additional paid-in capital - common stock and other		1,012,906			990,895
Accumulated other comprehensive loss		(42,003	)		(40,904	)
Accumulated deficit		(1,171,189	)		(1,134,438	)
Total Amyris, Inc. stockholders’ deficit		(200,283	)		(184,445	)
Noncontrolling interest		937			937
Total stockholders' deficit		(199,346	)		(183,508	)
Total liabilities, mezzanine equity and stockholders' deficit	$	112,705		$	129,873

See the accompanying notes to the unaudited condensed consolidated financial statements.

Amyris, Inc.

Condensed Consolidated Statements of Operations

(In Thousands, Except Shares and Per Share Amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Revenues
Renewable product sales	$	12,729		$	4,922		$	21,021		$	8,062
Grants and collaborations revenue		12,950			4,677			17,639			10,347
Total revenues		25,679			9,599			38,660			18,409
Cost and operating expenses
Cost of products sold		17,279			7,891			30,047			19,068
Research and development		14,249			13,176			28,956			25,082
Sales, general and administrative		15,949			11,408			28,799			23,674
Total cost and operating expenses		47,477			32,475			87,802			67,824
Loss from operations		(21,798	)		(22,876	)		(49,142	)		(49,415	)
Other income (expense):
Interest income		43			82			105			139
Interest expense		(9,303	)		(9,704	)		(21,486	)		(18,062	)
Gain from change in fair value of derivative instruments		35,775			20,934			38,114			42,612
Loss upon extinguishment of debt		(3,624	)		(433	)		(3,528	)		(649	)
Other expense, net		(163	)		(1,431	)		(545	)		(3,246	)
Total other income		22,728			9,448			12,660			20,794
Income (loss) before income taxes		930			(13,428	)		(36,482	)		(28,621	)
Provision for income taxes		(310	)		(138	)		(269	)		(253	)
Net income (loss) attributable to Amyris, Inc.	$	620		$	(13,566	)	$	(36,751	)	$	(28,874	)
Less deemed dividend (capital distribution to related parties)		(8,648	)		—			(8,648	)		—
Less deemed dividend related to beneficial conversion feature on Series A preferred stock		(562	)		—			(562	)		—
Less cumulative dividends on Series A and Series B preferred stock		(1,675	)		—			(1,675	)		—
Net loss attributable to Amyris, Inc. common stockholders	$	(10,265	)	$	(13,566	)	$	(47,636	)	$	(28,874	)
Net loss per share attributable to common stockholders:
Basic	$	(0.44	)	$	(0.91	)	$	(2.24	)	$	(2.00	)
Diluted	$	(0.44	)	$	(1.67	)	$	(2.24	)	$	(3.46	)
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock:
Basic		23,155,874			14,874,135			21,226,013			14,426,247
Diluted		23,155,874			17,526,410			21,226,013			17,253,961

See the accompanying notes to the unaudited condensed consolidated financial statements.

Amyris, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(In Thousands)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Comprehensive loss:
Net loss attributable to Amyris, Inc. common stockholders	$	(10,265	)	$	(13,566	)	$	(47,636	)	$	(28,874	)
Foreign currency translation adjustment, net of tax		(1,422	)		4,593			(1,099	)		9,281
Comprehensive loss attributable to Amyris, Inc. common stockholders		(11,687	)		(8,973	)		(48,735	)		(19,593	)

See the accompanying notes to the unaudited condensed consolidated financial statements.

Amyris, Inc.

Condensed Consolidated Statements of Stockholders’ Deficit and Mezzanine Equity

(In Thousands, Except Shares)

(Unaudited)

	Preferred Stock					Common Stock
	Shares			Amount		Shares		Amount		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interest			Total Deficit			Mezzanine Equity - Common Stock		Mezzanine Equity - Preferred Stock
December 31, 2015							13,742,019		21	$	926,216		$	(47,198	)	$	(1,037,104	)	$	(391	)	$	(158,456	)
Issuance of common stock upon conversion of debt							547,992		1		8,637												8,638
Issuance of common stock for settlement of debt principal payments							566,049				3,289												3,289
Issuance of contingently redeemable common stock							292,398																—			5,000
Issuance of warrants with debt private placement							—				3,971												3,971
Acquisition of noncontrolling interest							—				(323	)								277			(46	)
Contribution upon restructuring of Fuels JV							—				4,251												4,251
Issuance of common stock upon exercise of stock options, net of restricted stock							9																—
Shares issued from restricted stock settlement							64,305				(201	)											(201	)
Shares issued upon ESPP purchase							15,122				123												123
Stock-based compensation							—				3,840												3,840
Foreign currency translation adjustment							—							9,281									9,281
Net loss							—										(28,874	)					(28,874	)
June 30, 2016		—		$	—		15,227,894	$	22	$	949,803		$	(37,917	)	$	(1,065,978	)	$	(114	)	$	(154,184	)	$	5,000	$	—

December 31, 2016		—		$	—		18,273,921	$	2	$	990,895		$	(40,904	)	$	(1,134,438	)	$	937		$	(183,508	)	$	5,000	$	—
Issuance of Series A preferred stock for cash, net of issuance costs of $562		22,140			—		—		—		—			—			—			—			—			—		—
Issuance of Series B preferred stock upon conversion of debt, net of issuance costs of $634		40,204			—		—		—		—			—			—			—			—			—		11,530
Issuance of Series B preferred stock for cash		30,700			—		—		—		—			—			—			—			—			—		1,300
Issuance of shares due to rounding from reverse stock split		—			—		6,473		—		—			—			—			—			—			—		—
Issuance of common stock upon conversion of preferred stock		(18,840	)		—		2,990,374		—		—			—			—			—			—			—		—
Issuance of common stock upon conversion of debt		—			—		2,257,786		—		14,154			—			—			—			14,154			—		—
Issuance of common stock for settlement of debt principal payments		—			—		1,246,165		1		10,707			—			—			—			10,708			—		—
Issuance of common stock for settlement of debt interest payments		—			—		400,967		—		3,436			—			—			—			3,436			—		—
Deemed dividend upon conversion of debt into Series A and Series B preferred stock		—			—		—		—		(8,648	)		—			—			—			(8,648	)		—		—
Issuance of common stock upon exercise of stock options		—			—		134		—		—			—			—			—			—			—		—
Shares issued from restricted stock settlement		—			—		79,841		—		(391	)		—			—			—			(391	)		—		—
Shares issued upon ESPP purchase		—			—		16,759		—		69			—			—			—			69			—		—
Stock-based compensation		—			—		—		—		2,684			—			—			—			2,684			—		—
Foreign currency translation adjustment		—			—		—		—		—			(1,099	)		—			—			(1,099	)		—		—
Net loss		—			—		—		—		—			—			(36,751	)		—			(36,751	)		—		—
June 30, 2017		74,204		$	—		25,272,420	$	3	$	1,012,906		$	(42,003	)	$	(1,171,189	)	$	937		$	(199,346	)	$	5,000	$	12,830

See the accompanying notes to the unaudited condensed consolidated financial statements.

Amyris, Inc.

Condensed Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

	Six Months Ended June 30,
	2017			2016
Operating activities
Net loss	$	(36,751	)	$	(28,874	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		5,550			5,720
Loss on disposal of property, plant and equipment		(161	)		(122	)
Stock-based compensation		2,684			3,840
Amortization of debt discount and issuance costs		7,637			7,415
Receipt of equity in connection with collaboration arrangements revenue		(2,660	)		—
Loss upon extinguishment of debt		3,528			649
Gain from change in fair value of derivative instruments		(38,115	)		(42,612	)
Loss on foreign currency exchange rates		63			1,083
Changes in assets and liabilities:
Accounts receivable		(3,723	)		(183	)
Related party accounts receivable		214			587
Inventory		409			1,910
Prepaid expenses and other assets		(4,220	)		1,695
Accounts payable		(1,739	)		1,190
Accrued and other liabilities		8,392			8,132
Deferred revenue		(838	)		939
Deferred rent		(449	)		(344	)
Net cash used in operating activities		(60,179	)		(38,975	)
Investing activities
Purchase of short-term investments		(3,966	)		(2,366	)
Maturities of short-term investments		3,895			2,585
Change in restricted cash		(982	)		7
Purchases of property, plant and equipment, net of disposals		(264	)		(400	)
Net cash used in investing activities		(1,317	)		(174	)
Financing activities
Proceeds from sale of convertible preferred stock		50,661			—
Proceeds from exercises of common stock options, net of repurchase		69			123
Employees' taxes paid upon vesting of restricted stock units		(110	)		(201	)
Proceeds from issuance of contingently redeemable equity		—			5,000
Principal payments on capital leases		(764	)		(506	)
Change in restricted cash related to contingently redeemable equity		1,478			(5,000	)
Proceeds from debt issued		12,455			9,950
Proceeds from debt issued to related party		—			25,000
Principal payments on debt		(24,372	)		(6,573	)
Net cash provided by financing activities		39,417			27,793
Effect of exchange rate changes on cash and cash equivalents		7			186
Net decrease in cash and cash equivalents		(22,072	)		(11,170	)
Cash and cash equivalents at beginning of period		27,150			11,992
Cash and cash equivalents at end of period	$	5,078		$	822

See the accompanying notes to the unaudited condensed consolidated financial statements.

Amyris, Inc.

Condensed Consolidated Statements of Cash Flows—(Continued)

(In Thousands)

	Six Months Ended June 30,
	2017			2016
Supplemental disclosures of cash flow information:
Cash paid for interest	$	4,526		$	3,735
Supplemental disclosures of non-cash investing and financing activities:
Acquisition of property, plant and equipment under accounts payable, accrued liabilities and notes payable	$	(1,189	)	$	(521	)
Financing of equipment	$	138		$	1,276
Financing of insurance premium under notes payable	$	(191	)	$	(315	)
Issuance of common stock for settlement of debt principal and interest payments	$	3,233		$	3,289
Issuance of convertible preferred stock upon conversion of debt	$	40,204		$	—
Issuance of common stock upon conversion of debt	$	28,702		$	8,638
Interest capitalized to debt	$	1,745		$	2,052
Non-cash investment in joint venture	$	—		$	600
Cancellation of debt and accrued interest on disposal of interest in affiliate	$	—		$	4,252

See the accompanying notes to the unaudited condensed consolidated financial statements.

Amyris, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

1. The Company

Amyris, Inc. (or the Company) is a leading industrial biotechnology company that is applying its technology platform to engineer, manufacture and sell high performance products into the Health and Nutrition, Personal Care and Performance Materials markets. The Company's proven technology platform enables the Company to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive chemical manufacturing processes. The Company has successfully used its technology to develop and produce at commercial volumes five distinct molecules. The Company was incorporated in California on July 17, 2003 and reincorporated in Delaware on April 15, 2010.

The Company believes that industrial synthetic biology represents a third industrial revolution, bringing together biology and engineering to generate new, more sustainable materials to meet the growing global demand for bio-based replacements for petroleum, and animal- or plant-derived ingredients. The Company continues to build demand for its current portfolio of products through a sales network comprised of direct sales and distributors, and are engaged in collaborations across each of its three market focus areas to drive additional product sales and partnership opportunities. Via its partnership model, the Company's partners invest in the development of each molecule to bring it from the lab to commercial scale. The Company then captures long term revenue both through the production and sale of the molecule to its partners and through value sharing of the partners' product sales.

Liquidity

The Company expects to fund its operations for the foreseeable future with cash and investments currently on hand, with cash inflows from collaborations and grants, with cash contributions from product sales, and if needed, with new equity and debt financings. For the remainder of 2017 and 2018, the Company's planned working capital needs and its planned operating and capital expenditures are dependent on significant inflows of cash from new and existing collaboration partners and from cash generated from renewable product sales.

The Company has incurred significant operating losses since its inception and expects to continue to incur losses and negative cash flows from operations into 2018. As of June 30, 2017, the Company had negative working capital of $21.8 million, an accumulated deficit of $1.2 billion, and cash, cash equivalents and short term investments of $6.6 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our ability to continue as a going concern will depend, in large part, on our ability to achieve positive cash flows from operations during the next 12 months and extend existing debt maturities, which is uncertain. Our operating plan for the remainder of 2017 and 2018 contemplates a significant reduction in our net cash outflows, resulting from (i) revenue growth from sales of existing and new products with positive gross margins, (ii) reduced production costs as a result of manufacturing and technical developments, and (iii) cash inflows from collaborations.

If the Company is unable to continue as a going concern, it may be unable to meet its obligations under its existing debt facilities, which could result in an acceleration of its obligation to repay all amounts outstanding under those facilities, and it may be forced to liquidate its assets.

As of June 30, 2017, the Company's debt (including related party debt), net of deferred discount and issuance costs of $26.0 million, totaled $165.3 million, of which $13.3 million is classified as current. In addition to upcoming debt maturities, the Company's debt service obligations over the next twelve months are significant, including $11.2 million of anticipated cash interest payments.

Subsequent to June 30, 2017, the Company has issued additional common stock and convertible preferred stock for net proceeds of approximately $50 million; see Note 14, “Subsequent Events” for details regarding these financing transactions.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all significant intercompany accounts and transactions eliminated in consolidation.

Unaudited Interim Financial Information

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (or U.S. GAAP) for interim financial information and Article 10 of Regulation S-X issued by the U.S. Securities and Exchange Commission (or the SEC). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim financial information reflects all adjustments consisting only of items of a normal recurring nature, necessary for a fair presentation of the Company’s financial position at June 30, 2017, the results of operations and comprehensive loss for the three and six months ended June 30, 2017 and 2016, the cash flows and changes in stockholders’ deficit for the six months ended June 30, 2017 and 2016. The consolidated balance sheet at December 31, 2016 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. This Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Reverse Stock Split

On June 5, 2017, the Company effected a 1 for 15 reverse stock split of the Company’s common stock, par value $0.0001 per share, as well as a reduction in the total number of authorized shares of common stock from 500,000,000 to 250,000,000. The par value of the common stock was not adjusted as a result of the stock split. Unless otherwise noted, all common stock share quantities and per-share amounts for all periods presented in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split had occurred on the first day of the first period presented. Certain amounts in the notes to the financial statements may be slightly different from previously reported due to rounding of fractional shares as a result of the reverse stock split.

The par value, number of shares outstanding and number of authorized shares of preferred stock were not adjusted as a result of the reverse stock split.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the periods reported. Actual results could differ from these estimates, and such differences may be material to the financial statements.

The accompanying interim condensed consolidated financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual consolidated financial statements, except for the impact of adoption of certain accounting standards as described below, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. In the six months ended June 30, 2017 the Company adopted these Accounting Standards Updates (ASUs):

•

ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory

•

ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments

•

ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting

None of the ASUs adopted had a material impact on the Company’s condensed consolidated financial statements.

Recent Accounting Pronouncements

Revenue Recognition In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, which creates ASC Topic 606, Revenue from Contracts with Customers and supersedes ASC Topic 605, Revenue Recognition. The new standard, which along with amendments issued in 2015 and 2016, will supersede nearly all current U.S. GAAP guidance on this topic and will eliminate industry-specific guidance. The underlying principle is to recognize revenue when promised goods or services are transferred to customers, in an amount that reflects the consideration that is expected to be received for those goods or services. This accounting standard update, as amended, will be effective for the Company beginning in the first quarter of fiscal 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption ("modified retrospective basis"). The Company plans to adopt this accounting standard update in the first quarter of fiscal 2018. The Company is in the process of reviewing its revenue arrangements and the anticipated effect the new standard will have on the consolidated financial statements, accounting policies, processes and system requirements. The timing of revenue recognition may change in amounts that have not yet been determined. In addition, the Company expects additional revenue-related disclosures.

Financial Instruments In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which changes the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2018. The Company expects ASU 2016-01 to impact the extent of its disclosures of financial instruments, particularly in relation to fair value disclosures, but otherwise does not expect this accounting standard update to significantly impact the Consolidated Financial Statements.

Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), with fundamental changes as to how entities account for leases. Lessees will need to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Additional disclosures for leases will also be required. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2019 using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The Company is in the initial stages of evaluating the impact of the new standard on its accounting policies, processes and system requirements.

Credit Losses of Financial Instruments In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2020 on a modified retrospective basis. The Company is in the initial stages of evaluating the impact of the new standard on its accounting policies and processes.

Classification of Cash Flow Elements In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which affects the classification of certain cash receipts and cash payments on the statement of cash flows. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2018 on a retrospective basis. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Statements of Cash Flows.

Restricted Cash in Statement of Cash Flows In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230)-Restricted Cash, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2018 using a retrospective transition method to each period presented. Upon adoption, ASU 2016-18 will result in a change in the presentation of restricted cash in the statement of cash flows.

Derecognition of Nonfinancial Assets In February 2017, the FASB issued ASU 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which requires entities to apply certain recognition and measurement principles in ASC 606 when they derecognize nonfinancial assets and in substance nonfinancial assets, and the counterparty is not a customer. The guidance applies to the Company's: (1) contracts to transfer to a noncustomer a nonfinancial asset or group of nonfinancial assets, or an ownership interest in a consolidated subsidiary that is not a business or nonprofit activity; and (2) contributions of nonfinancial assets that are not a business to a joint venture or other noncontrolled investee. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2018 on either a full or modified retrospective basis. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.

When Changes to Share-based Payment Awards Must Be Accounted for as Modifications In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The accounting standard update will allow companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. The accounting standard update will be effective for the Company beginning in the first quarter of fiscal 2018 on a prospective basis. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.

3. Fair Value of Financial Instruments

The inputs to the valuation techniques used to measure fair value are classified into the following categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

There were no transfers between the levels, and as of June 30, 2017, the Company’s financial assets and financial liabilities at fair value were classified within the fair value hierarchy as follows (in thousands):

	Level 1		Level 2		Level 3		Balance as of June 30, 2017
Financial Assets
Money market funds	$	5,078	$	—	$	—	$	5,078
Certificates of deposit		5,371		—		—		5,371
Total financial assets	$	10,449	$	—	$	—	$	10,449
Financial Liabilities
Compound embedded derivative liability	$	—	$	—	$	56,222	$	56,222
Currency interest rate swap derivative liability		—		—		2,384		2,384
Total financial liabilities	$	—	$	—	$	58,606	$	58,606

As of December 31, 2016, the Company’s financial assets and financial liabilities at fair value were classified within the fair value hierarchy as follows (in thousands):

	Level 1		Level 2		Level 3		Balance as of December 31, 2016
Financial Assets
Money market funds	$	1,549	$	—	$	—	$	1,549
Certificates of deposit		1,373		—		—		1,373
Total financial assets	$	2,922	$	—	$	—	$	2,922
Financial Liabilities
Compound embedded derivative liability	$	—	$	—	$	4,135	$	4,135
Currency interest rate swap derivative liability		—		—		3,343		3,343
Total financial liabilities	$	—	$	—	$	7,478	$	7,478

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The fair values of money market funds and certificates of deposit are based on fair values of identical assets. The fair values of the currency interest rate swaps are based on the present value of expected future cash flows and assumptions about current interest rates and the Company's creditworthiness. The method of determining the fair value of the compound embedded derivative liabilities is described subsequently in this note. Market risk associated with the fixed and variable rate long-term loans payable, credit facilities and convertible notes relates to the potential reduction in fair value and negative impact to future earnings, from an increase in interest rates. Market risk associated with the compound embedded derivative liabilities relates to the potential reduction in fair value and negative impact to future earnings from a decrease in interest rates.

The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates, if applicable. Loans payable, credit facilities and convertible notes were recorded at carrying value, which was representative of fair value at the date of acquisition. The Company estimates the fair value of loans payable and credit facilities using market observable inputs (Level 2) and estimates the fair value of convertible notes based on rates currently offered for instruments with similar maturities and terms (Level 3). The loans payable, credit facilities and convertible notes at June 30, 2017 were $16.6 million, $49.8 million and $99.0 million, respectively. The fair value of the loans payable, credit facilities and convertible notes at June 30, 2017 were $13.4 million, $32.6 million and $95.8 million, respectively.

The following table provides a reconciliation of the beginning and ending balances for the compound embedded derivative liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands):

	2017
Balance at January 1	$	4,135
Gain from change in fair value of derivative liabilities (in statements of operations)		(32,210	)
Additions		93,675
Derecognition on extinguishment or conversion		(9,378	)
Balance at June 30	$	56,222

The compound embedded derivative liabilities represent the fair value of the equity cash warrants, conversion options and "make-whole" provisions of the May 2017 Purchase Agreement (as defined below), as well as the down round conversion price adjustment or conversion rate adjustment provisions of the May 2017 Purchase Agreement (as defined below), R&D Notes, the Temasek Funding Warrants, the Tranche I Notes, the Tranche II Notes, the 2014 144A Notes and the 2015 144A Notes (see Note 5, “Debt and Mezzanine Equity”). As of June 30, 2017 and December 31, 2016, included in "Derivative Liabilities" on the condensed consolidated balance sheets are compound embedded derivative liabilities of $56.2 million and $4.1 million, respectively.

The market-based assumptions and estimates used in applying a Monte Carlo simulation approach and Black-Scholes-Merton option value approach for valuing the compound embedded derivative liabilities include amounts in the following ranges/amounts:

	June 30, 2017			May 11, 2017			December 31, 2016
Risk-free interest rate	1.29%	-	1.93%		1.93%		0.55%	-	1.31%
Risk-adjusted yields	4.50%	-	28.93%		—		12.80%	-	22.93%
Stock-price volatility	45%	-	80%		80%			45%
Probability of change in control		5%			5%			5%
Stock price		$3.18			$4.95			$0.73
Credit spread	3.15%	-	27.57%		—		11.59%	-	21.64%
Estimated conversion dates	2017	-	2022	2017	-	2022	2017	-	2019

Changes in valuation assumptions can have a significant impact on the valuation of the embedded derivative liabilities. For example, all other things being equal, a decrease/increase in the Company’s stock price, probability of change of control, credit spread, term to maturity/conversion or stock price volatility decreases/increases the valuation of the liabilities, whereas a decrease/increase in risk adjusted yields or risk-free interest rates increases/decreases the valuation of the liabilities. Certain of the Convertible Notes also include conversion price adjustment features whereby, for example, issuances of equity or equity-linked securities by the Company at prices lower than the conversion price then in effect for such notes result in a reset or adjustment of the conversion price of such notes, which increases the value of the embedded derivative liabilities. See Note 5, "Debt and Mezzanine Equity" for further details of conversion price adjustment features.

On April 21, 2017, the Company received 850,115 unregistered shares of SweeGen common stock in satisfaction of Blue California’s payment obligation under the Intellectual Property License and Strain Access Agreement. The Company obtained an independent valuation of the shares which established a historical cost of $3.2 million. The appraisal assumed, discounted cash flows at 40%, risk free interest rate of 0.92%, zero dividends and equity volatility of 45%.

In June 2012, the Company entered into a loan agreement with Banco Pine S.A. ("Banco Pine") under which Banco Pine provided the Company with a loan ( the "Banco Pine Bridge Loan") (see Note 5, "Debt and Mezzanine Equity"). At the time of the Banco Pine Bridge Loan, the Company also entered into a currency interest rate swap arrangement with Banco Pine with respect to the repayment of R$22.0 million (US$6.7 million based on the exchange rate as of June 30, 2017) of the Banco Pine Bridge Loan. The swap arrangement exchanges the principal and interest payments under the Banco Pine Bridge Loan for alternative principal and interest payments that are subject to adjustment based on fluctuations in the foreign exchange rate between the U.S. dollar and Brazilian real. The swap has a fixed interest rate of 3.94%.

Changes in the fair value of the compound embedded derivative liabilities are recognized in “Gain from change in fair value of derivative instruments" in the condensed consolidated statements of operations are as follows (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
Type of Derivative Contract	2017			2016		2017		2016
Compound embedded derivative liabilities	$	35,814		$	19,659	$	36,315	$	40,492
Currency interest rate swaps		(39	)		1,275		1,799		2,120
Total gain from change in fair value of derivative instruments	$	35,775		$	20,934	$	38,114	$	42,612

4. Balance Sheet Components

Inventories

Inventories are stated at the lower of cost or net realizable value and are comprised of the following (in thousands):

	June 30, 2017		December 31, 2016
Raw materials	$	2,937	$	3,159
Work-in-process		1,379		1,848
Finished goods		1,413		1,206
Inventories	$	5,729	$	6,213

Property, Plant and Equipment, net

Property, plant and equipment, net is comprised of the following (in thousands):

	June 30, 2017			December 31, 2016
Machinery and equipment	$	84,785		$	82,688
Leasehold improvements		38,770			38,785
Computers and software		9,619			9,585
Buildings		4,630			4,699
Furniture and office equipment		2,324			2,333
Vehicles		133			164
Land		460			460
Construction in progress		367			2,216
		141,088			140,930
Less: accumulated depreciation and amortization		(91,785	)		(87,195	)
Property, plant and equipment, net	$	49,303		$	53,735

Property, plant and equipment, net includes $3.4 million and $3.1 million of machinery and equipment under capital leases as of June 30, 2017 and December 31, 2016, respectively. Accumulated amortization of assets under capital leases totaled $0.3 million and $0.6 million as of June 30, 2017 and December 31, 2016, respectively.

Depreciation and amortization expense, including amortization of assets under capital leases was $2.7 million and $2.8 million for the three months ended June 30, 2017 and 2016, respectively, and $5.4 million and $5.7 million for the six months ended June 30, 2017 and 2016, respectively.

Other Assets (noncurrent)

Other assets are comprised of the following (in thousands):

	June 30, 2017		December 31, 2016
Recoverable taxes from Brazilian government entities	$	15,443	$	13,723
Cost-method investment		3,233		—
Deposits on property and equipment, including taxes		909		291
Other		1,198		1,450
Total other assets	$	20,783	$	15,464

Accrued and Other Current Liabilities

Accrued and other current liabilities are comprised of the following (in thousands):

	June 30, 2017		December 31, 2016
Withholding tax related to conversion of related party notes	$	1,370	$	1,370
Professional services		5,943		6,876
SMA relocation accrual		3,587		3,641
Accrued interest		4,133		4,847
Tax-related liabilities		2,741		2,610
Accrued vacation		2,274		2,034
Payroll and related expenses		3,512		4,310
Deferred rent, current portion		1,122		1,111
Contractual obligations to contract manufacturers		2,698		—
Other		1,895		2,389
Total accrued and other current liabilities	$	29,275	$	29,188

5. Debt and Mezzanine Equity

Debt and mezzanine equity are comprised of the following (in thousands):

	June 30, 2017			December 31, 2016
Senior secured loan facility	$	27,999		$	27,658
BNDES credit facility		577			1,172
FINEP credit facility		534			696
Guanfu credit facility		20,645			19,564
Total credit facilities		49,755			49,090
Convertible notes		54,471			78,981
Loans payable		14,592			26,527
Related party convertible notes		44,499			42,754
Related party loan payable		2,000			29,691
Total debt		165,317			227,043
Less: current portion		(13,285	)		(59,155	)
Long-term debt, net of current portion	$	152,032		$	167,888

Mezzanine equity
Contingently redeemable common stock	$	5,000		$	5,000
Convertible preferred stock	$	12,830		$	—

Senior Secured Loan Facility

In March 2014, the Company entered into a Loan and Security Agreement (or the LSA) with Hercules Technology Growth Capital, Inc. (or Hercules) to make available to Amyris a secured loan facility (or the Senior Secured Loan Facility) in an initial aggregate principal amount of up to $25.0 million. The LSA was subsequently amended in June 2014, March 2015 and November 2015 to extend additional credit facilities to the Company in an aggregate amount of up to $30,960,000, of which $15,960,000 was drawn by the Company, extend the maturity date of the loans, and remove, add and/or modify certain covenants and agreements under the LSA. In connection with such amendments, the Company paid aggregate fees of $1,450,000 to Hercules.

In June 2016, the Company was notified by Hercules that it had transferred and assigned its rights and obligations under the Senior Secured Loan Facility to Stegodon Corporation (or Stegodon), an affiliate of Ginkgo Bioworks, Inc. (or Ginkgo), and in connection with the execution by the Company and Ginkgo of an initial strategic partnership agreement, the Company received a deferment from Stegodon of all scheduled principal repayments under the Senior Secured Loan Facility, as well as a waiver of the Minimum Cash Covenant as defined in the LSA. Refer to Note 8, “Significant Agreements” for additional details. In October 2016, in connection with the execution by the Company and Ginkgo of a definitive collaboration agreement (or the Ginkgo Collaboration Agreement), the Company and Stegodon entered into a fourth amendment of the LSA, pursuant to which the parties agreed to (i) extend the maturity date of the Senior Secured Loan Facility, subject to the Company extending the maturity of certain of its other outstanding indebtedness (or the Extension Condition), (ii) make the Senior Secured Loan Facility interest-only until maturity, subject to the requirement that the Company apply certain monies received by it under the Ginkgo Collaboration Agreement to repay the amounts outstanding under the Senior Secured Loan Facility, up to a maximum amount of $1 million per month and (iii) waive the Minimum Cash Covenant until the maturity date of the Senior Secured Loan Facility. On January 11, 2017, the maturity date of the Senior Secured Loan Facility was extended to October 15, 2018 due to the Extension Condition being met as a result of the Fidelity Exchange (as defined below). See below under “Fidelity” for additional details. This modification of the Senior Secured Loan Facility was accounted for as a troubled debt restructuring with the future undiscounted cash flows being greater than the carrying value of the debt prior to extension. No gain was recorded and a new effective interest rate was established based on the carrying value of the debt and the revised cash flows. In addition, in January 2017, in connection with Stegodon granting certain waivers of the debt and transfer covenants under the LSA, the Company and Stegodon entered into a fifth amendment of the LSA, pursuant to which the Company agreed to apply additional monies received by it under the Ginkgo Collaboration Agreement towards repayment of the outstanding loans under the Senior Secured Loan Facility, up to a maximum amount of $3 million.

As of June 30, 2017, $27.8 million was outstanding under the Senior Secured Loan Facility, net of deferred discount and issuance costs of $0.6 million. The Senior Secured Loan Facility is secured by liens on the Company's assets, including on certain Company intellectual property. The Senior Secured Loan Facility includes customary events of default, including failure to pay amounts due, breaches of covenants and warranties, material adverse effect events, certain cross defaults and judgments, and insolvency. If an event of default occurs, Stegodon may require immediate repayment of all amounts outstanding under the Senior Secured Loan Facility.

FINEP Credit Facility

As of June 30, 2017 and December 31, 2016, the total outstanding loan balance under the credit facility with Financiadora de Estudos e Projetos (or the FINEP Credit Facility) was R$1.8 million (US$0.5 million) and R$2.3 million (US$0.7 million), respectively. The Company entered into the FINEP Credit Facility to finance a research and development project on sugarcane-based biodiesel, which is guaranteed by a chattel mortgage on certain equipment of the Company. The Company's total acquisition cost for the equipment under this guarantee is R$6.0 million (US$1.8 million based on the exchange rate as of June 30, 2017).

Guanfu Credit Facility

On October 26, 2016, the Company and Guanfu Holding Co., Ltd. (or, together with its subsidiaries, Guanfu), an existing commercial partner of the Company, entered into a credit agreement (or the Guanfu Credit Agreement) to make available to the Company an unsecured credit facility (or the Guanfu Credit Facility) with an aggregate principal amount of up to $25.0 million, which the Company could borrow from time to time in up to three closings. Upon the effectiveness of the Guanfu Credit Agreement in November 2016, the Company granted to Guanfu the global exclusive purchase right with respect to the Company products subject to the parties’ pre-existing commercial relationship. On December 31, 2016, the Company borrowed the full amount under the Guanfu Credit Facility and issued to Guanfu a note in the principal amount of $25.0 million (or the Guanfu Note). The Guanfu Note has a term of five years and is accruing interest at a rate of 10% per annum, payable quarterly beginning March 31, 2017. The Company may, at its option, repay the Guanfu Note before its maturity date, in whole or in part, at a price equal to 100% of the amount being repaid plus accrued and unpaid interest on such amount to the date of repayment.

Upon the occurrence of certain specified events of default under the Guanfu Credit Facility, the Company will grant to Guanfu an exclusive, royalty-free, global license to certain intellectual property useful in connection with Guanfu’s existing commercial relationship with the Company. In addition, in the event the Company fails to pay interest or principal under the Guanfu Note within ten days of when due, the Company will also be required, subject to applicable laws and regulations, to repay the outstanding principal amount under the Guanfu Note, together with accrued and unpaid interest, in the form of shares of the Company’s common stock at a per share price equal to 90% of the volume weighted average closing sale price of the Company’s common stock for the 90 trading days ending on and including the trading day that is two trading days preceding such default.

Convertible Notes

Fidelity

In February 2012, the Company sold $25.0 million in aggregate principal amount of 3% senior unsecured convertible promissory notes with a March 1, 2017 maturity date and an initial conversion price equal to $106.023 per share of the Company's common stock (or the Fidelity Notes) in a private placement pursuant to a securities purchase agreement between the Company and certain investment funds affiliated with FMR LLC (or the Fidelity Securities Purchase Agreement). In October 2015, the Company issued and sold $57.6 million of convertible senior notes (as described below under “2015 Rule 144A Convertible Note Offering”) and used $8.8 million of the proceeds therefrom to repurchase $9.7 million aggregate principal amount of outstanding Fidelity Notes. On December 28, 2016, the Company entered into an Exchange Agreement (or the Fidelity Exchange Agreement) with the holders of the outstanding Fidelity Notes pursuant to which the Company and the holders agreed to exchange (or the Fidelity Exchange) all outstanding Fidelity Notes, together with accrued and unpaid interest thereon, for $19.1 million in aggregate principal amount of additional 2015 144A Notes (as defined below), representing an exchange ratio of approximately 1:1.25 (i.e., each $1.00 of Fidelity Notes was exchanged for approximately $1.25 of additional 2015 144A Notes), in a private exchange exempt from registration under the Securities Act of 1933, as amended (or the Securities Act). The closing of the Fidelity Exchange occurred on January 11, 2017. At the closing, the Company issued $19.1 million in aggregate principal amount of its 2015 144A Notes to the holders in exchange for the cancellation of the outstanding Fidelity Notes. The Company did not receive any cash proceeds from the Fidelity Exchange. The exchange has been accounted for as an extinguishment of the Fidelity Notes and issuance of the additional 2015 144A Notes. A gain of $0.1 million was recognized in the first quarter to recognize the deficit of the fair value of the additional 2015 144A Notes (including related embedded derivatives) compared to the carrying value of the Fidelity Notes at the time of extinguishment. Pursuant to the Fidelity Exchange Agreement, upon the closing of the Fidelity Exchange, the Fidelity Securities Purchase Agreement terminated. In addition, upon the closing of the Fidelity Exchange, in accordance with the terms of the fourth amendment to the LSA, the maturity date of all outstanding loans under the LSA was extended to October 15, 2018. See above under “Senior Secured Loan Facility” for details regarding the fourth amendment to the LSA.

2014 Rule 144A Convertible Note Offering

In May 2014, the Company sold $75.0 million aggregate in principal amount of 6.50% Convertible Senior Notes due 2019 (or the 2014 144A Notes) to certain qualified institutional buyers in a private placement. The net proceeds from the offering were $72.0 million after payment of the initial purchaser’s discounts and offering expenses. Certain of the Company's affiliated entities purchased $24.7 million in aggregate principal amount of 2014 144A Notes (described further below under "Related Party Convertible Notes"), including $9.7 million by Total in the form of cancellation of existing indebtedness. In October 2015, the Company issued $57.6 million of convertible senior notes (as described below under “2015 Rule 144A Convertible Note Offering”) and used $18.3 million of the net proceeds therefrom to repurchase $22.9 million aggregate principal amount of outstanding 2014 144A Notes. The 2014 144A Notes bear interest at a rate of 6.50% per year, payable semiannually in arrears on May 15 and November 15 of each year. The 2014 144A Notes mature on May 15, 2019, unless earlier converted or repurchased. The 2014 144A Notes are convertible into shares of the Company's common stock at a conversion rate of 17.8073 shares of common stock per $1,000 principal amount of 2014 144A Notes (subject to adjustment in certain circumstances), representing an effective initial conversion price of approximately $56.16 per share of common stock. Refer to the “Exchange” and “Maturity Treatment Agreement” sections of this Note 5, "Debt and Mezzanine Equity" for details of the impact of the Maturity Treatment and Exchange Agreements on the 2014 144A Notes.

2015 Rule 144A Convertible Note Offering

In October 2015, the Company sold $57.6 million aggregate principal amount of 9.50% Convertible Senior Notes due 2019 (or the 2015 144A Notes) to certain qualified institutional buyers in a private placement. The net proceeds from the offering of the 2015 144A Notes were $54.4 million after payment of the offering expenses and placement agent fees. The Company used $18.3 million of the net proceeds to repurchase $22.9 million aggregate principal amount of outstanding 2014 144A Notes and $8.8 million to repurchase $9.7 million aggregate principal amount of outstanding Fidelity Notes, in each case held by purchasers of the 2015 144A Notes. The 2015 144A Notes bear interest at a rate of 9.50% per year, payable semiannually in arrears on April 15 and October 15 of each year. Interest on the 2015 144A Notes is payable, at the Company’s option, entirely in cash or entirely in common stock. The Company elected to make the April 15, 2016 interest payment in shares of common stock, the October 15, 2016 interest payment in cash and the April 15, 2017 interest payment in shares of common stock. The 2015 144A Notes will mature on April 15, 2019 unless earlier converted or repurchased.

The 2015 144A Notes are convertible into shares of the Company's common stock at a conversion rate of 48.3395 shares of Common Stock per $1,000 principal amount of 2015 144A Notes as of June 6, 2017, representing an effective conversion price of approximately $20.69 per share of common stock. Upon conversion, noteholders are entitled to receive a payment equal to the present value of the remaining scheduled payments of interest on the 2015 144A Notes being converted through maturity (April 15, 2019), computed using a discount rate of 0.75%. The Company may make such payment (the “Early Conversion Payment”) either in cash or in common stock, at its election subject to certain conditions, with the stock valued at 92.5% of the simple average of the daily volume-weighted average price per share for the 10 trading days ending on and including the trading day immediately preceding the conversion date. Through June 30, 2017, the Company has elected to make each Early Conversion Payment in shares of common stock. In January 2017, the Company issued an additional $19.1 million in aggregate principal amount of 2015 144A Notes (or the Additional 2015 144A Notes) in exchange for the cancellation of $15.3 million in aggregate principal amount of outstanding Fidelity Notes. Unless and until the Company obtains stockholder approval to issue a number of shares of the Company’s common Stock in excess of the Additional 2015 144A Notes Exchange Cap (as defined below), holders of the Additional 2015 144A Notes will not have the right to receive shares of the Company’s common stock upon conversion of the Additional 2015 144A Notes, and the Company will not have the right to issue shares of common stock as payment of interest on the Additional 2015 144A Notes, including any Early Conversion Payment, if the aggregate number of shares issued with respect to the Additional 2015 144A Notes (and any other transaction aggregated for such purpose) after giving effect to such conversion or payment, as applicable, would exceed 19.99% of the number of shares of the Company’s common stock outstanding as of December 28, 2016 (or the Additional 2015 144A Notes Exchange Cap). The Company will pay cash in lieu of any shares that would otherwise be deliverable in excess of the Additional 2015 144A Notes Exchange Cap.

May 2016 Convertible Note Offering

In May 2016, the Company entered into a securities purchase agreement (or the May 2016 Purchase Agreement) between the Company and a private investor relating to the sale of up to $15.0 million aggregate principal amount of convertible notes (or the May 2016 Convertible Notes).

Pursuant to the May 2016 Purchase Agreement, the full amount of the May 2016 Convertible Notes was issued in three separate closing in May 2016, September, 2016 and October 2016 for net proceeds of $14.9 million.

The May 2016 Convertible Notes were fully repaid in October 2016.

December 2016 and April 2017 Convertible Note Offerings

On December 1, 2016, the Company entered into a securities purchase agreement (or the December 2016 Purchase Agreement) with a private investor (or the Purchaser) and issued and sold a convertible note in principal amount $10.0 million (or the December 2016 Convertible Note) to the Purchaser, resulting in net proceeds to the Company of $9.9 million. The December 2016 Convertible Note was fully repaid in May 2017.

On April 13, 2017, the Company entered into a securities purchase agreement (or the April 2017 Purchase Agreement) with the Purchaser relating to the sale of up to an additional $15.0 million aggregate principal amount of convertible notes (or the April 2017 Convertible Notes). The April 2017 Purchase Agreement provides the Purchaser with a right of first refusal with respect to any variable rate transaction, subject to certain exceptions, on the same terms and conditions as are offered to a third-party purchaser for as long as the Purchaser holds any April 2017 Convertible Notes or shares of common stock underlying the April 2017 Convertible Notes.

On April 17, 2017, the Company issued and sold an April 2017 Convertible Note in the principal amount of $7.0 million (or the $7 Million Note) to the Purchaser, for proceeds to the Company of $6.9 million. The $7 Million Note was fully repaid in May 2017.

On May 2, 2017, in connection with the Purchaser agreeing to extend the time period for certain obligations of the Company under the April 2017 Purchase Agreement, the Company and the Purchaser entered into an Amendment Agreement (or the Amendment Agreement) with respect to the December 2016 Purchase Agreement, the April 2017 Purchase Agreement, the December 2016 Convertible Note and the April 2017 Convertible Notes (or the Amended Notes), pursuant to which the Company and the Purchaser agreed, among other things, to amend the December 2016 Convertible Note and the April 2017 Convertible Notes to (i) reduce the price at which the Company may pay monthly installments under the Amended Notes in shares of common stock from a 10% discount to a market-based price to a 20% discount to a market-based price and (ii) reduce the price floor related to any such payment from 80% of, in the case of the December 2016 Convertible Note, the volume-weighted average price per share (or VWAP) of the Company’s common stock on the trading day immediately preceding the applicable installment date and, in the case of the April 2017 Convertible Notes, the arithmetic average of the VWAP of the Company’s common stock for the five trading days immediately preceding the applicable installment date, to 70% of the arithmetic average of the VWAP of the Company’s common stock for the five trading days immediately preceding the applicable installment date.

On June 30, 2017, the Company issued and sold an Amended Note under the April 2017 Purchase Agreement in the principal amount of $3.0 million (or the $3 Million Note) to the Purchaser, for proceeds to the Company of $3.0 million. In connection with the issuance and sale of the $3 Million Note, the Company and the Purchaser entered into a letter agreement, pursuant to which, among other things, the Purchaser has the right to cause the Company to redeem all of the outstanding principal amount of the $3 Million Note in cash in accordance with the redemption provisions set forth in the $3 Million Note, as described below, upon the written request of the Purchaser within 10 days after the Company publicly announces the closing of the Second Tranche Funding (as defined below). See Note 14, “Subsequent Events”, for more details.

The Amended Notes are general unsecured obligations of the Company. Unless earlier converted or redeemed, the Amended Notes will mature on or about the 18-month anniversary of their respective issuance, subject to the rights of the holders to extend the maturity date in certain circumstances.

The Amended Notes are payable in monthly installments, in either cash at 118% of such installment amount or, at the Company’s option, subject to the satisfaction of certain equity conditions, shares of common stock at a discount to the then-current market price, subject to a price floor, as described above. In addition, in the event that the Company elects to pay all or any portion of a monthly installment in common stock, the holders of the Amended Notes have the right to require that the Company repay in common stock an additional amount of the Amended Notes not to exceed 50% of the cumulative sum of the aggregate amounts by which the dollar-weighted trading volume of the common stock for all trading days during the applicable installment period exceeds $200,000.

The Amended Notes contain customary terms and covenants, including certain events of default after which the holders may require the Company to redeem all or any portion of their Amended Notes in cash at a price equal to the greater of (i) 118% of the amount being redeemed and (ii) the intrinsic value of the shares of common stock issuable upon an installment payment of the amount being redeemed in shares.

In the event of a Fundamental Transaction (as defined in the Amended Notes), holders of the Amended Notes may require the Company to redeem all or any portion of their Amended Notes at a price equal to the greater of (i) 118% of the amount being redeemed and (ii) the intrinsic value of the shares of common stock issuable upon an installment payment of the amount being redeemed in shares.

The Company has the right to redeem the Amended Notes for cash, in whole, at any time, or in part, from time to time, at a redemption price equal to 118% of the principal amount of the Amended Notes to be redeemed.

The Amended Notes are convertible from time to time, at the election of the holders, into shares of common stock at an conversion price of $28.50 per share.

Notwithstanding the foregoing, the holders will not have the right to convert any portion of an Amended Note, and the Company will not have the option to pay any amount in shares of common stock, if (a) the holder, together with its affiliates, would beneficially own in excess of 4.99% (or such other percentage as determined by the holder and notified to the Company in writing, not to exceed 9.99%, provided that any increase of such percentage will not be effective until 61 days after notice thereof) of the number of shares of common stock outstanding immediately after giving effect to such conversion or payment, as applicable, or (b) the aggregate number of shares issued with respect to the Amended Notes (and any other transaction aggregated for such purpose) after giving effect to such conversion or payment, as applicable, would exceed 3,792,779 shares of common stock (or the Amended Notes Exchange Cap). In the event that the Company is prohibited from issuing any shares of common stock under the Amended Notes as a result of the Amended Notes Exchange Cap, the Company will pay cash in lieu of any shares that would otherwise be deliverable in excess of the Amended Notes Exchange Cap. In addition, pursuant to the April 2017 Purchase Agreement, in the event that the aggregate number of shares of common stock issuable with respect to the April 2017 Convertible Notes (and any other transaction aggregated for such purpose) would equal or exceed 218,817 of shares of common stock, the Company will be required to take all actions necessary for, and use its reasonable best efforts to solicit and obtain, stockholder approval for the issuance of shares of common stock in excess of the Amended Notes Exchange Cap.

For as long as they hold Amended Notes or shares of common stock issued under the Amended Notes, the holders may not sell any shares of common stock at a price less than $15.75 per share; provided, that with respect to any shares of common stock issued under the Amended Notes at a price less than $15.00, the holders may sell such shares at a price not less than the price floor applicable to the installment period with respect to which such shares were issued.

As of June 30, 2017, the balance of the Amended Notes was $19.1 million. At December 31, 2016, the balance of the December 2016 Convertible Note was $9.9 million.

See Note 14, “Subsequent Events”, for details regarding financing transactions completed subsequent to June 30, 2017.

Related Party Convertible Notes

Total R&D Convertible Notes

In July 2012 and December 2013, the Company entered into a series of agreements (or the Total Fuel Agreements) with an affiliate of Total S.A. (or, together with its affiliates, Total) to, among other things, establish (i) a research and development program and (ii) a convertible debt structure for the collaboration funding for the program from Total. The purchase agreement for the notes related to the collaboration funding from Total provided for the purchase and sale of an aggregate of $105.0 million of 1.5% Senior Convertible Notes due March 2017 (or the R&D Notes), which by January 2015 had been fully funded by Total.

In July 2015, Total exchanged all but $5.0 million of the R&D Notes then held by Total, such canceled notes having an aggregate principal amount of $70 million, in exchange for approximately 2.0 million shares of the Company’s common stock in connection with the Exchange. Refer to the “Exchange” section of this Note 5, "Debt and Mezzanine Equity", for additional details of the impact of the Exchange on the R&D Notes.

In March 2016, in connection with the restructuring of Total Amyris BioSolutions B.V. (or TAB), the fuels joint venture between the Company and Total, the Company sold to Total one half of the Company’s ownership stake in TAB (giving Total an aggregate ownership stake of 75% of TAB and giving the Company an aggregate ownership stake of 25% of TAB) in exchange for Total canceling (i) $1.3 million of the remaining R&D Notes, plus all paid-in-kind and accrued interest under all outstanding R&D Notes ($2.8 million, including all such interest that was outstanding as of July 29, 2015) and (ii) a note in the principal amount of Euro 50,000, plus accrued interest, issued to Total in connection with the original capitalization of TAB, and in connection therewith, Total surrendered to the Company the remaining R&D Note of $5.0 million in principal amount, and the Company executed and delivered to Total a new R&D Note in the principal amount of $3.7 million (or the Remaining R&D Note), with substantially similar terms and conditions to the previous R&D Notes other than it is unsecured and its payment terms are severed from TAB’s business performance. The disposal of the 25% ownership stake in TAB resulted in a gain to the Company of $4.2 million, which was recognized as a capital contribution from Total within equity.

As of June 30, 2017 and December 31, 2016, $3.7 million and $3.7 million, respectively, of the Remaining R&D Note were outstanding.

In February 2017, the Company and Total amended the Remaining R&D Note to extend the maturity of the Remaining R&D Note from March 1, 2017 to May 15, 2017. Subsequently, in May 2017, the Company and Total entered into a second amendment of the Remaining R&D Note, pursuant to which the parties agreed (i) to extend the maturity date of the Remaining R&D Note from May 15, 2017 to March 31, 2018, (ii) to increase the interest rate on the amounts outstanding under the Remaining R&D Note from 1.5% to 12.0%, beginning May 16, 2017, together with a corresponding increase to the default interest rate, and (iii) that accrued and unpaid interest on the amounts outstanding under the Remaining R&D Note will be payable on December 31, 2017 and the maturity date. The Remaining R&D Note is convertible into the Company’s common stock, at a conversion price of $46.20 per share, (i) within 10 trading days prior to maturity, (ii) on a change of control of the Company, and (iii) on a default by the Company. The conversion price of the Remaining R&D Note is subject to adjustment for proportional adjustments to outstanding common stock and under anti-dilution provisions in case of certain dividends and distributions.

August 2013 Financing Convertible Notes

In August 2013, the Company entered into a Securities Purchase Agreement (or the August 2013 SPA) with Total and Maxwell (Mauritius) Pte Ltd (or Temasek) to sell up to $73.0 million in convertible promissory notes in private placements (or the August 2013 Financing), with such notes to be sold and issued over a period of up to 24 months from the date of signing.

In October 2013, the Company sold and issued a senior secured promissory note to Temasek (or the Temasek Bridge Note) in exchange for a bridge loan of $35.0 million due on February 2, 2014 at an interest rate of 5.5% quarterly. The Temasek Bridge Note was canceled on October 16, 2013 as payment for Temasek’s purchase of Tranche I Notes in the first tranche of the August 2013 Financing, as further described below.

In October 2013, the Company amended the August 2013 SPA to include the investment by certain entities affiliated with FMR LLC in the first tranche of the August 2013 Financing of $7.6 million, and to proportionally increase the amount of first tranche notes acquired by exchange and cancellation of outstanding R&D Notes held by Total in connection with its exercise of pro rata rights up to $9.2 million in the first tranche. Also in October 2013, the Company completed the closing of the first tranche of senior convertible notes provided for in the August 2013 Financing (or the Tranche I Notes), issuing a total of $51.8 million in Tranche I Notes for cash proceeds of $7.6 million and exchange and cancellation of outstanding convertible promissory notes of $44.2 million, of which $35.0 million resulted from the exchange and cancellation of the Temasek Bridge Note and the remaining $9.2 million from the exchange and cancellation of an outstanding R&D Note held by Total. As a result of the exchange and cancellation of the $35.0 million Temasek Bridge Note and the $9.2 million R&D Note held by Total for the Tranche I Notes, the Company recorded a loss from extinguishment of debt of $19.9 million. The Tranche I Notes are due sixty months from the date of issuance (October 16, 2018) and were initially convertible into the Company’s common stock at a conversion price equal to $2.44 per share, which represented a 15% discount to the trailing 60-day weighted-average closing price of the common stock on The NASDAQ Stock Market (or NASDAQ) through August 7, 2013, subject to certain adjustments as described below. Interest accrues on the Tranche I Notes at a rate of 5% per six months, compounded semiannually, and is payable in kind by adding to the principal every six months or in cash. Through June 30, 2017, the Company has elected to pay interest on the Tranche I Notes in kind. The Tranche I Notes may be prepaid by the Company without penalty or premium every six months at the date of payment of the semi-annual coupon.

In December 2013, the Company further amended the August 2013 SPA to sell $3.0 million of senior convertible notes under the second tranche of the August 2013 Financing (or the Tranche II Notes) to funds affiliated with Wolverine Asset Management, LLC (or Wolverine). In January 2014, the Company sold and issued $34.0 million of Tranche II Notes in the second tranche of the August 2013 Financing, with Temasek purchasing $25.0 million of the Tranche II Notes and funds affiliated with Wolverine purchasing $3.0 million of the Tranche II Notes, each for cash, and Total purchasing $6.0 million of the Tranche II Notes through exchange and cancellation of the same amount of principal R&D Notes held by Total. As a result of the exchange and cancellation of the $6.0 million of R&D Note held by Total for the Tranche II Notes, the Company recorded a loss from extinguishment of debt of $9.4 million. The Tranche II Notes will be due sixty months from the date of issuance (January 15, 2019). Interest accrues on the Tranche II Notes at a rate per annum equal to 10%, compounded annually, and is payable in kind by adding to the principal every twelve months or in cash. Through June 30, 2017, the Company has elected to pay interest on the Tranche II Notes in kind.

The conversion price of the Tranche I Notes and Tranche II Notes is approximately $7.425 per share as of June 30, 2017.

As of June 30, 2017 and December 31, 2016, the related party convertible notes outstanding under the Tranche I Notes and Tranche II Notes were $22.1 million and $21.8 million, respectively, net of debt discount of $0.0 million and $0.0 million, respectively. Refer to the “Exchange” and “Maturity Treatment Agreement” sections of this Note 5, "Debt and Mezzanine Equity", for details of the impact of the Maturity Treatment and Exchange agreements on the Tranche I Notes and Tranche II Notes.

Loans Payable

In July 2012, the Company entered into a Note of Bank Credit and a Fiduciary Conveyance of Movable Goods Agreement (or, together, the July 2012 Bank Agreements) with each of Nossa Caixa Desenvolvimento (or Nossa Caixa) and Banco Pine S.A. (or Banco Pine). Under the July 2012 Bank Agreements, the Company pledged certain farnesene production assets as collateral for the loans of R$52.0 million (US$15.7 million based on the exchange rate as of June 30, 2017). The Company's total acquisition cost for such pledged assets was R$68.0 million (US$20.6 million based on the exchange rate as of June 30, 2017). The Company is also a parent guarantor for the payment of the outstanding balance under these loan agreements. Under the July 2012 Bank Agreements, the Company could borrow an aggregate of R$52.0 million (US$15.7 million based on the exchange rate as of June 30, 2017) as financing for capital expenditures relating to the Company's manufacturing facility located in Brotas, Brazil. The funds for the loans are provided by BNDES, but are guaranteed by the lenders. The loans have a final maturity date of July 15, 2022 and bear a fixed interest rate of 5.5% per year. The loans are also subject to early maturity and delinquency charges upon occurrence of certain events including interruption of manufacturing activities at the Company's manufacturing facility in Brotas, Brazil for more than 30 days, except during the sugarcane off-season. For the first two years that the loans were outstanding, the Company was required to pay interest only on a quarterly basis. Since August 15, 2014, the Company has been required to pay equal monthly installments of both principal and interest for the remainder of the term of the loans. As of June 30, 2017 and December 31, 2016, a principal amount of $10.0 million and $11.1 million, respectively, was outstanding under these loan agreements.

Exchange (Debt Conversion - Related Party Transaction)

In July 2015, the Company entered into an Exchange Agreement (or the "Exchange Agreement"), with Total and Temasek pursuant to which Temasek exchanged $71.0 million in principal amount of outstanding Tranche Notes (including paid-in-kind and accrued interest through July 29, 2015) and Total exchanged $70.0 million in principal amount of outstanding R&D Notes for shares of our common stock at a price of $34.50 per share (or the "Exchange"). As a result of the Exchange, accretion of debt discount was accelerated based on our estimate of the expected conversion date, resulting in an additional interest expense of $39.2 million for the year ended December 31, 2015.

Under the Exchange Agreement, Total also received the following warrants, each with a five-year term, at the closing of the Exchange:

•

A warrant to purchase 1,261,612 shares of the Company’s common stock (or the Total Funding Warrant).

•

A warrant to purchase 1,333,334 shares of the Company’s common stock that would only be exercisable if the Company failed, as of March 1, 2017, to achieve a target cost per liter to manufacture farnesene (or the Total R&D Warrant). The Total Funding Warrant and the Total R&D Warrant are collectively referred to as the “Total Warrants.”

•

Additionally, under the Exchange Agreement, Temasek received the following warrants, each with a ten-year term, at the closing of the Exchange:

•

A warrant to purchase 978,525 shares of the Company’s common stock (or the Temasek Exchange Warrant).

•

A warrant exercisable for that number of shares of the Company’s common stock equal to (1) (A) the number of shares for which Total exercises the Total Funding Warrant plus (B) the number of additional shares for which the certain convertible notes remaining outstanding following the completion of the Exchange may become exercisable as a result of a reduction in the conversion price of such remaining notes as of a result of and/or subsequent to the date of the Exchange plus (C) that number of additional shares in excess of 133,334, if any, for which the Total R&D Warrant becomes exercisable multiplied by a fraction equal to 30.6% divided by 69.4% plus (2) (A) the number of any additional shares for which certain other outstanding convertible promissory notes may become exercisable as a result of a reduction to the conversion price of such notes multiplied by (B) a fraction equal to 13.3% divided by 86.7% (or the Temasek Funding Warrant).

•

A warrant exercisable for that number of shares of the Company’s common stock equal to 58,690 multiplied by a fraction equal to the number of shares for which Total exercises the Total R&D Warrant divided by 133,334 (or the Temasek R&D Warrant). If Total exercises the Total R&D Warrant in full, the Temasek R&D Warrant would be exercisable for 58,690 shares.

The Temasek Exchange Warrant, the Temasek Funding Warrant and the Temasek R&D Warrant are referred to herein as the “Temasek Warrants” and the Temasek Warrants and the Total Warrants are hereinafter collectively referred to as the “Exchange Warrants”.

In addition to the grant of the Exchange Warrants, a warrant issued by the Company to Temasek in October 2013 in conjunction with a prior convertible debt financing (or the 2013 Warrant) became exercisable in full upon the completion of the Exchange. There were 66,667 shares underlying the 2013 Warrant, with an exercise price of $0.01 per share.

In February and May 2016, as a result of adjustments to the conversion price of the Tranche I Notes and Tranche II Notes (or, collectively, the Tranche Notes) discussed above, the Temasek Funding Warrant became exercisable for an additional aggregate of 164,169 shares of common stock. Following the issuance by the Company of shares of convertible preferred stock and warrants to purchase common stock in May 2017, as described below, and a corresponding adjustment to the conversion price of the Tranche I Notes and Tranche II Notes, as described above, the Temasek Funding Warrant became exercisable for an additional 1,125,755 shares of common stock.

As of March 1, 2017, the Company had not achieved the target cost per liter to manufacture farnesene provided in the Total R&D Warrant, and as a result, on March 1, 2017 the Total R&D Warrant became exercisable in accordance with its terms.

As of June 30, 2017, the Total Funding Warrant, the Temasek Exchange Warrant, and the 2013 Warrant had been fully exercised and Temasek had exercised the Temasek Funding Warrant with respect to 846,683 shares of common stock. Neither the Total R&D Warrant nor the Temasek R&D Warrant had been exercised as of June 30, 2017. Warrants to purchase 1,289,924 shares of common stock under the Temasek Funding Warrant were unexercised as of June 30, 2017. The exercise prices of the Exchange Warrants outstanding were $0.15 as of June 30, 2017.

Maturity Treatment Agreement

At the closing of the Exchange, the Company, Total and Temasek also entered into a Maturity Treatment Agreement, dated as of July 29, 2015, pursuant to which Total and Temasek agreed to convert any Tranche Notes or 2014 144A Notes held by them that were not canceled in the Exchange (or the Remaining Notes) into shares of the Company’s common stock in accordance with the terms of such Remaining Notes at or prior to maturity, provided that certain events of default had not occurred with respect to the applicable Remaining Notes. As of immediately following the closing of the Exchange, Temasek held $10.0 million in aggregate principal amount of Remaining Notes (consisting of 2014 144A Notes) and Total held $25.0 million in aggregate principal amount of Remaining Notes (consisting of $9.7 million of 2014 144A Notes and $15.3 million of Tranche Notes). In May 2017, the Company entered into separate letter agreements with each of Total and Temasek, pursuant to which the Company agreed that the Remaining Notes consisting of 2014 144A Notes held by Total and Temasek would no longer be subject to mandatory conversion at or prior to the maturity of such Remaining Notes. Accordingly, the Company will be required to pay any portion of such Remaining Notes that remain outstanding at maturity in cash in accordance with the terms of such Remaining Notes.

February 2016 Private Placement - Related Party Transaction

On February 12, 2016 and February 15, 2016, the Company issued and sold $18.0 million and $2.0 million, respectively, in aggregate principal amount of unsecured promissory notes (or the February 2016 Notes), as well as warrants to purchase 171,429 and 19,048 shares, respectively, of the Company’s common stock at an initial exercise price of $0.15 per share (or the February 2016 Warrants), representing aggregate proceeds to the Company of $20.0 million, in a private placement to certain existing stockholders of the Company that are affiliated with certain members of the Company’s Board of Directors: Foris Ventures, LLC (or Foris, an entity affiliated with director John Doerr of Kleiner Perkins Caufield & Byers, a current stockholder), which purchased $16.0 million aggregate principal amount of the February 2016 Notes and warrants to purchase 152,381 shares of the Company’s common stock; Naxyris S.A. (or Naxyris, an investment vehicle owned by Naxos Capital Partners SCA Sicar; director Carole Piwnica is Director of NAXOS UK, which is affiliated with Naxos Capital Partners SCA Sicar), which purchased $2.0 million aggregate principal amount of the February 2016 Notes and warrants to purchase 19,048 shares of the Company’s common stock; and Biolding Investment SA (or Biolding), a fund affiliated with director HH Sheikh Abdullah bin Khalifa Al Thani, which purchased $2.0 million aggregate principal amount of the February 2016 Notes and warrants to purchase 19,048 shares of the Company’s common stock.

The February 2016 Notes are unsecured obligations of the Company and are subordinate to the Company’s obligations under the Senior Secured Loan Facility pursuant to a Subordination Agreement, dated as of February 12, 2016, by and among the Company, the purchasers and the administrative agent under the Senior Secured Loan Facility. The February 2016 Notes bear interest at a rate of 13.50% per annum and had an initial maturity date of May 15, 2017. In May 2017, the February 2016 Notes purchased by Foris and Naxyris were exchanged for shares of preferred stock and warrants to purchase common stock, as described below, and in connection with such exchange the February 2016 Notes held by Foris and Naxyris were canceled. In addition, in May 2017, the Company and Biolding entered into a first amendment to the February 2016 Note held by Biolding (or the Biolding Note), pursuant to which the parties agreed to extend the maturity date of the Biolding Note from May 15, 2017 to November 15, 2017.

As of June 30, 2017, the February 2016 Warrants purchased by Naxyris had been fully exercised, while none of the February 2016 Warrants purchased by Foris or Biolding had been exercised. The exercise prices of the February 2016 Warrants were $0.15 per share as of June 30, 2017.

As of June 30, 2017, the carrying amount of the February 2016 Notes was $2.0 million.

June 2016 Private Placement - Related Party Transaction

On June 24, 2016, the Company issued and sold $5.0 million in aggregate principal amount of secured promissory notes (or the June 2016 Notes) to Foris in a private placement. The interest rate on the June 2016 Notes was 13.50% per annum and the June 2016 Notes had a maturity date of May 15, 2017. In May 2017, the June 2016 Notes were exchanged for shares of preferred stock and warrants to purchase common stock, as described below, and in connection with such exchange the June 2016 Notes were canceled and the agreements relating thereto (including the security interest relating thereto) were terminated.

October 2016 Private Placements

On October 21 and October 27, 2016, the Company issued and sold $6.0 million and $8.5 million, respectively, in aggregate principal amount of secured promissory notes (or the October 2016 Notes) to Foris and Ginkgo, respectively in private placements (or the October 2016 Private Placements). The interest rate on the October 2016 Notes was 13.50% per annum and the October 2016 Notes had a maturity date of May 15, 2017. In May 2017, the October 2016 Notes purchased by Foris were exchanged for shares of preferred stock and warrants to purchase common stock, as described below, and in connection with such exchange the October 2016 Notes purchased by Foris were canceled and the agreements relating thereto (including the security interest relating thereto) were terminated. The October 2016 Notes purchased by Ginkgo were repaid in full at maturity in May 2017, and the agreements relating thereto (including the security interest relating thereto) were terminated.

Salisbury Note

In December 2016, in connection with the Company’s purchase of a manufacturing facility in Leland, North Carolina and related assets (or the Glycotech Assets), the Company issued a purchase money promissory note in the principal amount of $3.5 million (or the Salisbury Note) in favor of Salisbury Partners, LLC. The Salisbury Note (i) bore interest at a rate of 5% per year, (ii) had a term of 13 years, (iii) was payable in equal monthly installments of principal and interest beginning on January 1, 2017 (which payments would be subject to a penalty of 5% if delinquent more than 5 days) and (iv) was secured by a purchase money lien on the Glycotech Assets. In January 2017, the Salisbury Note was repaid with proceeds from the Nikko Note (as defined below) and the agreements relating thereto (including the security interest relating thereto) were terminated.

Nikko Note

In December 2016, in connection with the Company’s formation of its cosmetics joint venture (or the Aprinnova JV) with Nikko Chemicals Co., Ltd. (or Nikko), an existing commercial partner of the Company, and Nippon Surfactant Industries Co., Ltd., an affiliate of Nikko, as discussed in Note 7, “Joint Venture and Noncontrolling Interests,” Nikko made a loan to the Company in the principal amount of $3.9 million, and the Company in consideration therefor issued a promissory note (or the Nikko Note) to Nikko in an equal principal amount. The proceeds of the Nikko Note were used to satisfy the Company’s remaining liabilities relating to the Company’s purchase of the Glycotech Assets, including liabilities under the Salisbury Note. The Nikko Note (i) bears interest at a rate of 5% per year, (ii) has a term of 13 years, (iii) is payable in equal monthly installments of principal and interest beginning on January 1, 2017 (which payments are subject to a penalty of 5% if delinquent more than 5 days) and (iv) is collateralized by a first-priority lien on 10% of the Aprinnova JV interests owned by the Company. In addition to the payments under the Nikko Note set forth in the preceding sentence, the Company is required to (i) repay $400,000 of the Nikko Note in equal monthly installments of $100,000 on January 1, 2017, February 1, 2017, March 1, 2017 and April 1, 2017 and (ii) commencing with the distributions from the Aprinnova JV to its members relating to the fourth fiscal year of the Aprinnova JV and continuing for each fiscal year thereafter until the Nikko Note is fully repaid, repay the Nikko Note in an amount equal to the profits, if any, distributed to the Company by the Aprinnova JV. The Nikko Note may be prepaid in full or in part at any time without penalty or premium.

Future minimum payments under the debt agreements as of June 30, 2017 are as follows (in thousands):

Years ending December 31:	Related Party Convertible Debt			Convertible Debt			Loans Payable			Related Party Loans Payable			Credit Facility			Total
2017 (remaining six months)	$	558		$	4,123		$	1,426		$	2,487		$	3,480		$	12,074
2018		20,448			8,636			5,268			—			33,696			68,048
2019		34,913			68,097			2,665			—			2,577			108,252
2020		—			—			2,559			—			2,500			5,059
2021		—			—			2,451			—			27,396			29,847
Thereafter		—			—			4,057			—			—			4,057
Total future minimum payments		55,919			80,856			18,426			2,487			69,649			227,337
Less: amount representing interest⁽¹⁾		(11,421	)		(26,385	)		(3,834	)		(487	)		(19,893	)		(62,020	)
Present value of minimum debt payments		44,498			54,471			14,592			2,000			49,756			165,317
Less: current portion		(3,700	)		(1,517	)		(5,186	)		(2,000	)		(882	)		(13,285	)
Noncurrent portion of debt	$	40,798		$	52,954		$	9,406		$	—		$	48,874		$	152,032

(1) includes debt discount & issuance cost associated with related party & non-related party debt which will accrete to interest expense under the effective interest method over the term of the debt.

Bill & Melinda Gates Foundation Investment (Mezzanine Equity)

On May 10, 2016, the Company issued and sold 292,398 shares of common stock at a purchase price per share equal to approximately $17.10 to the Bill & Melinda Gates Foundation (or the Gates Foundation) in a private placement, resulting in aggregate proceeds to the Company of $5.0 million (or the Gates Foundation Investment). In connection with the Gates Foundation Investment, the Company and the Gates Foundation entered into a Charitable Purposes Letter Agreement, pursuant to which the Company agreed to expend an aggregate amount not less than the amount of the Gates Foundation Investment to develop a yeast strain that produces artemisinic acid and/or amorphadiene at a low cost and to supply such artemisinic acid and amorphadiene to companies qualified to convert artemisinic acid and amorphadiene to artemisinin for inclusion in artemisinin combination therapies used to treat malaria commencing in 2017. If the Company defaults in its obligation to use the proceeds from the Gates Foundation Investment as set forth above or defaults under certain other commitments in the Charitable Purposes Letter Agreement, the Gates Foundation will have the right to request that the Company redeem, or facilitate the purchase by a third party of, the Gates Foundation Investment shares then held by the Gates Foundation at a price per share equal to the greater of (i) the closing price of the Company’s common stock on the trading day prior to the redemption or purchase, as applicable, and (ii) the per share price paid by the Gates Foundation for the Gates Foundation Investment shares plus a compounded annual return of 10%. As of June 30, 2017, $5.0 million of the funding received was classified as mezzanine equity. The Company continues to meet its obligation to use the proceeds as set forth above and believes it will continue to do so. The probability of default is low resulting in the equity instrument not being adjusted to its redemption amount.

May 2017 Financing Transactions

On May 8, 2017 and May 31, 2017, the Company entered into separate Securities Purchase Agreements (or the May 2017 Purchase Agreements) with certain investors for the issuance and sale of an aggregate of 22,140 shares of the Company’s Series A 17.38% Convertible Preferred Stock, par value $0.0001 per share (or the Series A Preferred Stock), 70,904 shares of the Company’s Series B 17.38% Convertible Preferred Stock, par value $0.0001 per share (or the Series B Preferred Stock and, together with the Series A Preferred Stock, the Preferred Stock), which Preferred Stock is convertible into the Company’s common stock, par value $0.0001 per share as described below, and Cash Warrants (as defined below) to purchase an aggregate of 14,768,380 shares of common stock and Dilution Warrants (as defined below) (or, collectively, the May 2017 Warrants, and the shares of common stock issuable upon exercise of the Warrants, the May 2017 Warrant Shares) (or the May 2017 Offerings).

The May 2017 Offerings closed on May 11, 2017 (or the May 11 Offering) and May 31, 2017, respectively. The net proceeds to the Company from the May 2017 Offerings were $50.2 million after payment of offering expenses and placement agent fees. The Series A Preferred Stock and May 2017 Warrants relating thereto were sold to the purchasers thereof in exchange for aggregate cash consideration of $22,140,000, and the Series B Preferred Stock and May 2017 Warrants relating thereto were sold to the purchasers thereof in exchange for (i) aggregate cash consideration of $30,700,000 and (ii) the cancellation of $40.2 million of outstanding indebtedness and including accrued interest thereon, owed by the Company to such purchasers, of which $33.1 million was from related parties, as further described below.

The May 2017 Purchase Agreements include customary representations, warranties and covenants of the parties. In addition, pursuant to the May 2017 Purchase Agreements, the Company, subject to certain exceptions, including the issuance of the Second Tranche Securities (as defined below), (i) may not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities convertible into or exercisable or exchangeable for common stock until July 31, 2017 and (ii) may not enter into an agreement to effect any issuance by the Company involving a variable rate transaction until one year from the closing of the May 11 Offering.

Series A Preferred Stock (Permanent Equity)

Each share of Series A Preferred Stock has a stated value of $1,000 and is convertible at any time, at the option of the holder, into common stock at conversion price of $17.25 per share (or the Preferred Stock Conversion Rate). The Preferred Stock Conversion Rate is subject to adjustment in the event of any dividends or distributions of common stock, or any stock split, reverse stock split, recapitalization, reorganization or similar transaction. If not previously converted at the option of the holder, each share of Series A Preferred Stock will be automatically converted, without any further action by the holder, on October 9, 2017, the 90th day following the date that the Stockholder Approval (as defined below) was obtained and effected.

Dividends, at a rate per year equal to 17.38% of the stated value of the Series A Preferred Stock, will be payable semi-annually from the issuance of the Series A Preferred Stock until the tenth anniversary of the date of issuance, on each October 15 and April 15, beginning October 15, 2017, on a cumulative basis, at the Company’s option, in cash, out of any funds legally available for the payment of dividends, or, subject to the satisfaction of certain conditions, in Common Stock at the Preferred Stock Conversion Rate, or a combination thereof. In addition, upon the conversion of the Series A Preferred Stock prior to the tenth anniversary of the date of issuance, the holders of the Series Preferred A Stock shall be entitled to a payment equal to $1,738 per $1,000 of stated value of the Series A Preferred Stock, less the amount of all prior semi-annual dividends paid on such converted Series A Preferred Stock prior to the relevant conversion date (the Preferred Stock Make-Whole Payment), at the Company’s option, in cash, out of any funds legally available for the payment of dividends, or, subject to the satisfaction of certain conditions, in Common Stock at the Preferred Stock Conversion Rate, or a combination thereof. If the Company elects to pay any dividend in the form of cash, it shall provide each holder with notice of such election not later than the first day of the month of prior to the applicable dividend payment date.

Unless and until converted into common stock in accordance with its terms, the Series A Preferred Stock has no voting rights, other than as required by law or with respect to matters specifically affecting the Series A Preferred Stock.

In the event of a fundamental transaction, the holders of the Series A Preferred Stock will have the right to receive the consideration receivable as a result of such fundamental transaction by a holder of the number of shares of Common Stock for which the Series A Preferred Stock is convertible immediately prior to such fundamental transaction (without regard to whether such Series A Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of Common Stock.

Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series A Preferred Stock shall be entitled to receive out of the assets of the Company the same amount that a holder of Common Stock would receive if the Series A Preferred Stock were fully converted to Common Stock immediately prior to such liquidation, dissolution or winding-up (without regard to whether such Series A Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of Common Stock.

Notwithstanding the foregoing, the holders (other than the Designated Holder (as defined below)) will not have the right to convert any Series A Preferred Stock, and the Company shall not effect any conversion of the Series A Preferred Stock, if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or such other percentage as determined by the holder and notified to the Company in writing, not to exceed 9.99%, provided that any increase of such percentage will not be effective until 61 days after notice thereof) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of such Series A Preferred Stock (or the Beneficial Ownership Limitation).

The Series A Preferred Stock were offered and sold pursuant to a prospectus filed with the SEC on April 9, 2015 and a prospectus supplement dated May 8, 2017, in connection with a takedown from the Company’s effective shelf registration statement on Form S-3 (File No. 333-203216) declared effective by the SEC on April 15, 2015.

On May 8, 2017, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series A 17.38% Convertible Preferred Stock with the Secretary of State of Delaware.

The Series A preferred stock has been classified as permanent equity, as the Company controls all actions or events required to settle the Optional and Mandatory Conversion feature in shares. The make whole payment was determined to be an embedded derivative requiring bifurcation and separate recognition as a derivative liability recognized at its fair value as of the issuance date with subsequent changes in fair value recorded in earnings until the Series A preferred stock is converted into common stock and the make whole payment is paid or until the make whole payment is paid through declared dividends or cash. The Series A preferred stock also contains a beneficial conversion feature which has been recognized up to the amount of proceeds allocated to the preferred stock ($0.6 million). Subsequent to the recognition of the beneficial conversion feature, the net proceeds allocated to the Series A preferred stock was $0.0 million.

As of June 30, 2017, 18,840 shares of Series A preferred stock had converted into common stock, resulting in the recognition of a gain in the change in fair value of derivative liabilities of $9.4 million.

Series B Preferred Stock (Mezzanine Equity)

The Series B Preferred Stock has substantially identical terms to the Series A Preferred Stock (as described above), except that the issuance of the shares of common stock issuable upon conversion of the Series B Preferred Stock or as payment of dividends or the Make-Whole Payment on the Series B Preferred Stock (or the Series B Conversion Shares) was initially subject to the Stockholder Approval (as defined below).

The Series B Preferred Stock was accounted for as Mezzanine equity as the embedded conversion options are not able to be settled in shares under circumstances within the Company’s control.

The investors of the Series B Preferred Stock included related parties affiliated with certain members of the Company’s Board of Directors (or the Affiliated Investors). Foris exchanged an aggregate principal amount of $27.0 million of indebtedness, plus accrued interest thereon, issued to Foris by the Company on February 12, 2016, June 24, 2016 and October 21, 2016, as described above, for 30,728.589 shares of Series B Preferred Stock and May 2017 Warrants to purchase 4,877,386 shares of Common Stock. Naxyris exchanged an aggregate principal amount of $2.0 million of indebtedness, plus accrued interest thereon, issued to Naxyris by the Company on February 15, 2016, as described above, for 2,333.216 shares of Series B Preferred Stock and May 2017 Warrants to purchase 370,404 shares of common stock. The fair value of the Series B preferred stock, embedded make whole payment and related warrants exceeded the carrying value of the related party debt and accrued interest exchanged by $8.6 million which has been recorded as a reduction to Additional Paid in Capital and considered a deemed dividend, increasing net loss attributable to Amyris, Inc. common stockholders.

Certain investors of the Series B Preferred Stock included holders of certain of the Company’s existing indebtedness, including the 2014 144A Notes and the 2015 144A Notes. These investors exchanged all or a portion of their holding of such indebtedness, including accrued interest thereon, representing an aggregate of $3.4 million of 2014 144A Notes and $3.7 million of 2015 144A Notes, for Series B Preferred Stock and May 2017 Warrants in the May 2017 Offering. Upon the closing of the May 11 Offering, such indebtedness was canceled and the agreements relating thereto, including any note purchase agreements or unsecured or secured promissory notes (including any security interest relating thereto), were terminated, except to the extent such investors or other investors retain a portion of such indebtedness. The fair value of the Series B preferred stock, embedded make whole payment and related warrants exceeded the carrying value of the debt and accrued interest exchanged by $1.9 million which has been recognized as a loss on extinguishment of debt in other income (expense).

The remaining Series B preferred stock was purchased in exchange for cash proceeds of $30.7 million. The Series B preferred stock issued to the Designated Holder contains a contingent beneficial conversion feature that will be recognized when Stockholder Approval has been obtained and the conversion is no longer contingent. The conversion feature (the right to negotiate the Second Tranche Funding Option) is not a separate unit of account requiring bifurcation.

A derivative liability has been recognized at fair value on the date of issuance for the make whole payment in the amount of $34.7 million. Changes in the fair value of this derivative from the date of issuance through June 30, 2017 have been recorded in earnings. Issuance costs of $0.8 million have been recognized in Sales, General and Administrative expenses.

May 2017 Warrants

Pursuant to the May 2017 Purchase Agreements, the Company issued to each investor (i) a warrant, with an exercise price of $7.80 per share as of June 30, 2017, to purchase a number of shares of Common Stock equal to 50% of the shares of common stock into which such investor’s shares of Preferred Stock were initially convertible (including shares of common stock issuable as payment of the Make-Whole Payment, assuming that the Make-Whole Payment is made in common stock), representing warrants to purchase 7,384,190 shares of common stock in the aggregate for all investors and (ii) a warrant, with an exercise price of $9.30 per share as of June 30, 2017, to purchase an equal number of shares of common stock, representing warrants to purchase 7,384,190 shares of common stock in the aggregate for all investors (or, collectively, the Cash Warrants). The exercise price of the Cash Warrants is subject to standard adjustments as well as full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the three-year period following the issuance of such Cash Warrants at a per share price (including any conversion or exercise price, if applicable) less than the then-current exercise price of the Cash Warrants, subject to certain exceptions.

In addition, the Company issued to each investor a warrant, with an exercise price of $0.0015 per share as of June 30, 2017 (or, collectively, the Dilution Warrants), to purchase a number of shares of common stock sufficient to provide the investor with full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the three-year period following the issuance of the Dilution Warrants at a per share price (including any conversion or exercise price, if applicable) less than $6.30 per share, the effective per share price paid by the investors for the shares of common stock issuable upon conversion of the Preferred Stock purchased by the investors in the May 2017 Offerings (including shares of common stock issuable as payment of dividends or the Make-Whole Payment, assuming that all such dividends and the Make-Whole Payment are made in common stock), subject to certain exceptions.

The exercise of the May 2017 Warrants was subject to the Stockholder Approval (as defined below). The May 2017 Warrants each have a term of five years from the date such warrants are initially exercisable. The exercise of the May 2017 Warrants is subject to the Beneficial Ownership Limitation.

The Cash Warrants are freestanding financial instruments that are accounted for as derivative liabilities and recognized at their fair value on the date of issuance of $39.5 million. Subsequent changes to their fair value will be recorded in earnings until the warrants are exercised or expire in May 2022.

The full-ratchet anti-dilution protection of the Cash Warrants are also freestanding financial instruments that have been accounted for as derivative liabilities and recognized at their fair value on the date of issuance of $4.4 million. Subsequent changes to their fair value will be recorded in earnings until they are exercised or expire in May 2020.

Stockholder Approval

Pursuant to the May 2017 Purchase Agreements, the Company agreed to solicit from the Company’s stockholders (i) any approval for the transactions contemplated by the May 2017 Purchase Agreement required by the rules and regulations of the NASDAQ Stock Market, including without limitation the issuance of shares of common stock upon conversion of the Series B Preferred Stock and upon exercise of the May 2017 Warrants (or the NASDAQ Approval) and (ii) approval to effect a reverse stock split of the common stock (together with the NASDAQ Approval, collectively, the Stockholder Approval) at an annual or special meeting of stockholders to be held on or prior to July 10, 2017, and to use commercially reasonable efforts to secure the Stockholder Approval. The Stockholder Approval was obtained on July 7, 2017.

Registration Rights

Pursuant to the May 2017 Purchase Agreements, within 30 calendar days of the date of the Stockholder Approval, the Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale by the investors of the Series B Conversion Shares and May 2017 Warrant Shares. The Company has also agreed to use commercially reasonable efforts to cause such registration statement to become effective within 181 days following the Closing and commercially reasonable efforts to keep such registration statement effective at all times until (i) no Investor owns any Series B Conversion Shares or May 2017 Warrant Shares or (ii) the Series B Conversion Shares and May 2017 Warrant Shares are eligible for resale under Rule 144 without regard to volume limitations. On August [4], 2017, the Company filed a registration statement on Form S-3 with the SEC to register the Series B Conversion Shares and May 2017 Warrant Shares for resale by the investors in accordance with the May 2017 Purchase Agreements.

Stockholder Agreement

In connection with the May 2017 Purchase Agreements, on May 11, 2017, the Company and one of the investors, DSM International B.V. (or the Designated Holder), a subsidiary of Koninklijke DSM N.V., entered into a Stockholder Agreement (or the Stockholder Agreement) setting forth certain rights and obligations of the Designated Holder and the Company. The Designated Holder purchased 25,000 shares of Series B Preferred Stock, Cash Warrants for the purchase of 3,968,116 shares of Common Stock and Dilution Warrants in the May 2017 Offering in exchange for aggregate cash consideration of $25,000,000. Pursuant to the Stockholder Agreement, the Designated Holder has the right to designate one director selected by the Designated Holder (or a Designated Holder Director), subject to certain restrictions, to the Company’s Board of Directors (or the Board). The Company agreed to appoint the Designated Holder Director, such appointment occurring on May 18, 2017, and to use reasonable efforts, consistent with the Board’s fiduciary duties, to cause the Designated Holder Director to be re-nominated in the future; provided, that the Designated Holder will no longer have the right to designate any Designated Holder Director at such time as the Designated Holder holds less than 4.5% of the Company’s outstanding common stock. In addition, for as long as there is a Designated Holder Director serving on the Board, the Company agreed not to engage in certain commercial or financial transactions or arrangements without the consent of any then-serving Designated Holder Director. The Company also agreed to provide the Designated Holder with certain exclusive negotiating rights in connection with certain future commercial projects and arrangements, whereby the Designated Holder will have a 60-day negotiation period with respect to any such projects, as well as a right to use a portion of the Company’s manufacturing capacity for toll manufacturing of the Designated Holder’s products, subject to certain conditions, including, with respect to the toll manufacturing option, that the Designated Holder provide the Company with a minimum annual level of cash funding in connection with commercial activity between the Company and the Designated Holder, beginning in 2018. The Designated Holder will have the right to purchase additional shares of capital stock of the Company in connection with a sale of equity or equity-linked securities by the Company in a capital raising transaction for cash, subject to certain exceptions, to maintain its proportionate ownership percentage in the Company. In connection with the Stockholder Agreement, the Company and the Designated Holder entered into licenses granted by the Company to the Designated Holder with respect to certain Company intellectual property useful in the Designated Holder’s business (or the License Agreements), which licenses will become effective upon the occurrence of certain events specified therein.

Pursuant to the Stockholder Agreement, the Designated Holder agreed not to sell or transfer any of the shares of Series B Preferred Stock or May 2017 Warrants purchased by the Designated Holder in the May 2017 Offerings, any Second Tranche Securities (as defined below), or any shares of common stock issuable upon conversion or exercise thereof (or the Transfer Restricted Shares), other than to its affiliates, without the consent of the Company during the one-year period following the entry into the Stockholder Agreement. Thereafter, the Designated Holder will have the right to sell or transfer the Transfer Restricted Shares to any third party, other than a competitor of the Company or any controlled affiliate of a competitor of the Company; provided, that the Company will have a customary right of first offer with respect to any such sale or transfer other than to affiliates of the Designated Holder. In addition, the Designated Holder agreed that, other than in connection with the purchase, conversion or exercise of (i) the Series B Preferred Stock or May 2017 Warrants purchased by the Designated Holder pursuant to the May 2017 Purchase Agreement or (ii) the Second Tranche Securities (as defined below) in accordance with their terms or the exercise of its pre-emptive rights, until three months after there is no Designated Holder Director on the Board, the Designated Holder will not, without the prior consent of the Board, among other things, purchase any Common Stock, any options or other rights to acquire Common Stock or any indebtedness of the Company, or make any public offer to acquire common stock, options or other rights to acquire common stock or indebtedness of the Company, that would result in the Designated Holder and its affiliates beneficially owning more than 33% of the Company’s outstanding voting securities at the time of acquisition (assuming the exercise or conversion, whether then exercisable or convertible, of any shares of Series B Preferred Stock, May 2017 Warrants or Second Tranche Securities beneficially owned by the Designated Holder and/or its affiliates), join in any solicitation of proxies for any matter not previously approved by the Board, or join any “group” (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any of the foregoing.

Pursuant to the Stockholder Agreement, the Company and the Designated Holder agreed to negotiate in good faith during the 90-day period following the entry into the Stockholder Agreement to mutually agree on certain terms and conditions upon which the Designated Holder shall purchase additional shares of Series B Preferred Stock and warrants (or the Second Tranche Securities), in an amount to be agreed by the Company and the Designated Holder, provided such amount is no less than $25 million and no more than $30 million (such amount, the Second Tranche Funding Amount) prior to the end of such 90-day period (or the Second Tranche Funding). The Second Tranche Funding is subject to approval of the Designated Holder’s managing board. In connection with the Second Tranche Funding, the Company and the Designated Holder shall enter into an amendment to the Stockholder Agreement providing for a second Designated Holder Director on terms to be agreed by the parties, and certain of the License Agreements will become effective. If the Second Tranche Funding occurs, the parties will thereafter negotiate in good faith regarding an agreement concerning the development of certain products in the health and nutrition field. In the event that the parties do not reach such agreement prior to the earlier of 90 days after the Second Tranche Funding or December 31, 2017, (a) the exclusive negotiating right granted to the Designated Holder in connection with certain future commercial projects and arrangements of the Company will expire, (b) on the first anniversary of the closing of the Second Tranche Funding and each subsequent anniversary thereof, the Company will make a $5 million cash payment to the Designated Holder, provided that the aggregate amount of such payments shall not exceed the Second Tranche Funding Amount, and (c) an intellectual property escrow agreement relating to the License Agreements, entered into by the Company and the Designated Holder upon the entry into the Stockholder Agreement, will become effective. See Note 14, “Subsequent Events”, for more details regarding the Second Tranche Funding.

Series C Preferred Stock

Exchange

In connection with the transactions contemplated by the May 2017 Purchase Agreements, on May 8, 2017, the Company entered into a Security Holder Agreement with Foris and Naxyris. Pursuant to the Security Holder Agreement, Foris and Naxyris agreed to exchange (or the May 2017 Exchange) their outstanding shares of common stock, representing a total of 1,394,706 shares, for 20,921 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (or the Series C Preferred Stock). In addition, pursuant to the Security Holder Agreement, Foris and Naxyris agreed to not convert any of their outstanding convertible promissory notes, warrants or any other equity-linked securities of the Company until the Stockholder Approval. The May 2017 Exchange was consummated on May 11, 2017.

Each share of Series C Preferred Stock has a stated value of $1,000 and automatically converts into common stock, at a conversion price of $15 per share (or the Series C Conversion Rate), upon the approval by the Company’s stockholders and implementation of the reverse stock split. The Series C Conversion Rate is subject to adjustment in the event of any dividends or distributions of the common stock, or any stock split, reverse stock split, recapitalization, reorganization or similar transaction.

The Series C Preferred Stock is entitled to participate with the common stock on an as-converted basis with respect to any dividends or other distributions to holders of common stock.

The Series C Preferred Stock shall vote together as one class with the common stock on an as-converted basis, and shall also vote with respect to matters specifically affecting the Series C Preferred Stock.

In the event of a fundamental transaction, the holders of the Series C Preferred Stock will have the right to receive the consideration receivable as a result of such fundamental transaction by a holder of the number of shares of common stock for which the Series C Preferred Stock is convertible immediately prior to such fundamental transaction (without regard to whether such Series C Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of common stock.

Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series C Preferred stock shall be entitled to receive out of the assets of the Company an amount equal to the greater of (i) the par value of each share of Series C Preferred Stock, plus any accrued and unpaid dividends or other amounts due on such Series C Preferred Stock, prior to any distribution or payment to the holders of common stock or (ii) the amount that a holder would receive if the Series C Preferred Stock were fully converted to common stock immediately prior to such liquidation, dissolution or winding-up (without regard to whether such Series C Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of Common Stock.

The shares of Series C Preferred Stock automatically converted to common stock on June 6, 2017 as a result of the 15:1 reverse stock split becoming effective. The Company accounted for the Series C Preferred Stock as a non-monetary transaction that had no impact on the interim financial statements.

6. Commitments and Contingencies

Lease Obligations

The Company leases certain facilities and finances certain equipment under operating and capital leases, respectively. Operating leases include leased facilities and capital leases include leased equipment (see Note 4, "Balance Sheet Components"). The Company recognizes rent expense on a straight-line basis over the noncancelable lease term and records the difference between rent payments and the recognition of rent expense as a deferred rent liability. Where leases contain escalation clauses, rent abatements, and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applies them as a straight-line rent expense over the lease term. The Company has noncancelable operating lease agreements for office, research and development, and manufacturing space, and equipment, that expire at various dates, with the latest expiration in February 2031. Rent expense under operating leases was $1.4 million and $1.4 million for the three months ended June 30, 2017 and 2016, respectively, and $2.8 million and $2.7 million for the six months ended June 30, 2017 and 2016, respectively.

Future minimum payments under the Company's lease obligations as of June 30, 2017 are as follows (in thousands):

Years ending December 31:	Capital Leases			Operating Leases		Total Lease Obligations
2017 (remaining six months)	$	530		$	3,406	$	3,936
2018		106			6,889		6,995
2019		22			6,776		6,798
2020		—			7,006		7,006
2021		—			7,242		7,242
Thereafter		—			10,958		10,958
Total future minimum payments	$	658		$	42,277	$	42,935
Less: amount representing interest		(27	)
Present value of minimum lease payments		631
Less: current portion		(598	)
Long-term portion	$	33

Guarantor Arrangements

The Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officers or directors are serving in their official capacities. The indemnification period remains enforceable for the officer's or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any future payments. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Company had no liabilities recorded for these agreements as of June 30, 2017 and December 31, 2016.

Purchase Obligations

As of June 30, 2017 and December 31, 2016, the Company had $0.9 million and $0.8 million, respectively, in purchase obligations which included $0.6 million and $0.6 million, respectively, of noncancelable contractual obligations and construction commitments.

Production Cost Commitment

As of June 30, 2017, the Company was committed to manufacture and supply squalane and hemisqualane to the Aprinnova JV at specified cost targets. The Company is obligated to pay all manufacturing costs above the production cost target but is not obligated to produce squalane and hemisqualane at a loss. The Company’s obligations under this arrangement for the three and six months ended June 30, 2017 were offset by its entitlement to all of the profits of the Aprinnova JV for the periods, which entitlement continues for the three year period following the date of the Joint Venture Agreement relating to the Aprinnova JV, up to a maximum of $10 million.

Other Matters

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but will only be recorded when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against and by the Company or unasserted claims that may result in such proceedings, the Company's management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

The Company has levied indirect taxes on sugarcane-based biodiesel sales by Amyris Brasil to customers in Brazil based on advice from external legal counsel. In the absence of definitive rulings from the Brazilian tax authorities on the appropriate indirect tax rate to be applied to such product sales, the actual indirect rate to be applied to such sales could differ from the rate we levied.

In April 2017, a securities class action complaint was filed against Amyris and our CEO, John G. Melo, and CFO, Kathleen Valiasek, in the U.S. District Court for the Northern District of California. The complaint seeks unspecified damages on behalf of a purported class that would comprise all individuals who acquired our common stock between March 2, 2017 and April 17, 2017. The complaint alleges securities law violations based on statements made by the Company in its earnings press release issued on March 2, 2017 and Form 12b-25 filed with the SEC on April 3, 2017. We believe the complaint lacks merit, and intend to defend ourselves vigorously.

In June 2017, an alleged shareholder, Pedro Gutierrez, caused a purported shareholder derivative suit entitled Gutierrez v John G. Melo et al, Case No. BC 665782, to be filed in the Superior Court for the State of California, County of Los Angeles. The lawsuit names Amyris Inc. as a nominal defendant and names a number of the Company's current officers and directors as additional defendants. The lawsuit seeks to recover, on the Company's behalf, unspecified damages purportedly sustained by the Company in connection with allegedly misleading statements and/or omissions made in connection with the Company's securities filings. It also seeks a series of changes to the Company's corporate governance policies, restitution to the Company from the individual defendants, and an award of attorneys' fees. This purported shareholder derivative action is based on substantially the same facts as the securities class action described above. We do not believe the claims in the complaint have merit, and intend to defend ourselves vigorously.

The Company is subject to disputes and claims that arise or have arisen in the ordinary course of business and that have not resulted in legal proceedings or have not been fully adjudicated. Such matters that may arise in the ordinary course of business are subject to many uncertainties and outcomes are not predictable with reasonable assurance and therefore an estimate of all the reasonably possible losses cannot be determined at this time. Therefore, if one or more of these legal disputes or claims resulted in settlements or legal proceedings that were resolved against the Company for amounts in excess of management’s expectations, the Company’s condensed consolidated financial statements for the relevant reporting period could be materially adversely affected.

7. Joint Ventures and Noncontrolling Interests

Aprinnova JV

The Company is a 50% owner of a joint venture, Aprinnova, LLC (the Aprinnova JV), which the Company has determined is a VIE and that the Company is the VIE's primary beneficiary because of the Company's significant ongoing involvement in the Aprinnova JV's operational decision making and the Company's guarantee of production costs for squalane/hemisqualane. Accordingly, the Company accounts for the Aprinnova JV under the consolidation method of accounting.

The table below reflects the carrying amount of the Aprinnova JV's assets and liabilities, for which the Company is the primary beneficiary at June 30, 2017:

(In thousands)	June 30, 2017		December 31, 2016
Assets	$	32,541	$	30,778
Liabilities		2,221		333

The change in the Company's noncontrolling interest in Aprinnova JV for the six months ended June 30, 2017 and 2016, is summarized below (in thousands):

	2017		2016
Balance at January 1	$	937	$	—
Acquisition of noncontrolling interest		—		114
Balance at June 30	$	937	$	114

8. Significant Agreements

Research and Development Activities

Firmenich Collaboration Agreement

In March 2013, the Company entered into a Collaboration Agreement (or, as amended, the Firmenich Collaboration Agreement) with Firmenich SA (or Firmenich), a global flavors and fragrances company, to establish a collaboration arrangement for the development and commercialization of multiple renewable flavors and fragrances compounds. Under the Firmenich Collaboration Agreement, except for rights granted under pre-existing collaboration relationships, the Company granted Firmenich exclusive access to specified Company intellectual property for the development and commercialization of flavors and fragrances compounds in exchange for research and development funding and a profit sharing arrangement. The Firmenich Collaboration Agreement superseded and expanded the November 2010 Master Collaboration and Joint Development Agreement between the Company and Firmenich. Unless sooner terminated in accordance with its terms, the Firmenich Collaboration Agreement has an initial term of 10 years and will automatically renew at the end of such term (and at the end of any extension) for an additional 3-year term unless and until a party provides the other party written notice, at least twelve months before the end of the then-current term, of its desire to terminate the agreement at the end of the then-current term.

The Firmenich Collaboration Agreement provided for annual, up-front funding to the Company by Firmenich of $10.0 million for each of the first three years of the collaboration. Payments of $10.0 million were received by the Company in each of March 2013, 2014 and 2015. The Firmenich Collaboration Agreement contemplates additional funding by Firmenich of up to $5.0 million under four potential milestone payments, as well as additional funding by the collaboration partner on a discretionary basis. Through June 2017, the Company achieved all four performance milestones under the Firmenich Collaboration Agreement and recognized collaboration revenues of $2.1 million and $1.3 million for the three months ended June 30, 2017 and 2016, respectively, and $3.2 million and $4.3 million for the six months ended June 30, 2017 and 2016, respectively. The Firmenich Collaboration Agreement does not impose any specific research and development obligations on either party after year six, but provides that if the parties mutually agree to perform research and development activities after year six, the parties will fund such activities equally.

Under the Firmenich Collaboration Agreement, the parties agreed to jointly select target compounds, subject to final approval of compound specifications by Firmenich. During the development phase, the Company would be required to provide labor, intellectual property and technology infrastructure and Firmenich would be required to contribute downstream polishing expertise and market access. The Firmenich Collaboration Agreement provides that the Company will own research and development and strain engineering intellectual property, and Firmenich will own blending and, if applicable, chemical conversion intellectual property. Under certain circumstances, such as the Company’s insolvency, Firmenich would gain expanded access to the Company’s intellectual property. The Firmenich Collaboration Agreement contemplates that, following development of flavors and fragrances compounds, the Company will manufacture the initial target molecules for the compounds and Firmenich will perform any required downstream polishing and distribution, sales and marketing. The Firmenich Collaboration Agreement provides that the parties will mutually agree on a supply price for each compound developed under the agreement and, subject to certain exceptions, will share product margins from sales of each such compound on a 70/30 basis (70% for Firmenich) until Firmenich receives $15.0 million more than the Company in the aggregate from such sales, after which time the parties will share the product margins 50/50. The Company also agreed to pay a one-time success bonus to Firmenich of up to $2.5 million if certain commercialization targets are met. Such targets have not been met as of June 30, 2017.

In September 2014, the Company entered into a supply agreement with Firmenich for compounds developed under the Firmenich Collaboration Agreement. The Company recognized $0.9 million and $2.6 million of revenues from product sales under this agreement for the three months ended June 30, 2017 and 2016, respectively and $2.1 million and $4.6 million for the six months ended June 30, 2017 and 2016, respectively.

In December 2016, the Company and Firmenich entered into an amendment of the Firmenich Collaboration Agreement, pursuant to which the parties agreed to exclude certain compounds from the scope of the agreement and to permit the Company to engage in certain activities relating to such excluded compounds with a third party, in exchange for a ten percent royalty on net sales by the Company to such third party of products related to such excluded compounds, as well as (i) the transfer of certain technical materials relating to the Firmenich Collaboration Agreement, previously held in escrow, to Firmenich, (ii) a credit to Firmenich against products previously ordered from the Company under the parties’ existing supply agreement, (iii) a reduced price for the sale of additional products to Firmenich under such supply agreement, and (iv) training for the employees of Firmenich at the Company’s manufacturing plant located in Brotas, Brazil. As a result of the 2016 amendment, the Company's arrangements are considered for revenue recognition purposes to comprise a single multiple-element arrangement.

Kuraray Collaboration Agreement

In July 2011, the Company entered into a collaboration agreement with Kuraray Co., Ltd (or Kuraray), with an initial focus on using farnesene-based polymers to replace petroleum-derived additives in tires. In March 2014, the Company entered into the Second Amended and Restated Collaboration Agreement with Kuraray in order to extend the term of the original collaboration agreement between the Company and Kuraray for an additional two years and add additional fields and products to the scope of development. In consideration for the Company’s agreement to extend the term of the original collaboration agreement and add additional fields and products, Kuraray agreed to pay the Company $4.0 million in two equal installments of $2.0 million. The first installment was paid on April 30, 2014 and the second installment was due on April 30, 2015. In March 2015, the Company and Kuraray entered into the First Amendment to the Second Amended and Restated Collaboration Agreement to extend the term of the collaboration agreement until December 31, 2016 and to accelerate payment to the Company of the second installment of $2.0 million due from Kuraray under the Second Amended and Restated Collaboration Agreement to March 31, 2015. Subsequently, in November 2016 the Company and Kuraray entered into Amendment #3 to the Second Amended and Restated Collaboration Agreement to, among other things, extend the term of the collaboration agreement to December 31, 2018 as well as extend certain exclusive rights granted to Kuraray under the collaboration agreement. In connection with such extensions, Kuraray agreed to pay the Company $1.0 million in two equal installments of $500,000 on or before January 15, 2017 and January 15, 2018, respectively.

Under this agreement, the Company recognized (i) collaboration revenues of $0.1 million and $0.4 million for the three months ended June 30, 2017 and 2016, respectively, and $0.3 million and $0.8 million for the six months ended June 30, 2017 and 2016, respectively, and (ii) revenues from product sales of $1.9 million and $0.2 million for the three months ended June 30, 2017 and 2016, respectively, and $3.6 million and $0.2 million for the six months ended June 30, 2017 and 2016, respectively.

DARPA Technology Investment Agreement

In September 2015, the Company entered into a Technology Investment Agreement (or, as amended, the 2015 TIA) with The Defense Advanced Research Projects Agency (or DARPA), under which the Company, with the assistance of five specialized subcontractors, will work to create new research and development tools and technologies for strain engineering and scale-up activities. The program that is the subject of the 2015 TIA will be performed and funded on a milestone basis, where DARPA, upon the Company’s successful completion of each milestone event in the 2015 TIA, will pay the Company the amount set forth in the 2015 TIA corresponding to such milestone event. Under the 2015 TIA, the Company and its subcontractors could collectively receive DARPA funding of up to $35.0 million over the program’s 4-year term if all of the program’s milestones are achieved. In conjunction with DARPA’s funding, the Company and its subcontractors are obligated to collectively contribute $15.5 million toward the program over its four year term (primarily by providing specified labor and/or purchasing certain equipment). The Company can elect to retain title to the patentable inventions it produces under the program, but DARPA receives certain data rights as well as a government purposes license to certain of such inventions. Either party may, upon written notice and subject to certain consultation obligations, terminate the 2015 TIA upon a reasonable determination that the program will not produce beneficial results commensurate with the expenditure of resources.

The Company recognized collaboration revenues of $ 4.7 million and $2.3 million under this agreement for the three months ended June 30, 2017 and 2016, respectively, and $5.7 million and $3.5 million for the six months ended June 30, 2017 and 2016, respectively.

Nenter Agreements

In April 2016, the Company entered into a Renewable Farnesene Supply Agreement (or, as amended, the Nenter Supply Agreement) with Nenter & Co., Inc. (or Nenter) to establish the terms of a supply and value-share arrangement between the Company and Nenter related to farnesene. Under the Nenter Supply Agreement and related agreements, the Company has agreed to supply Nenter with farnesene at prices and on delivery terms set forth in the Nenter Supply Agreement and to provide Nenter with certain exclusive purchase rights, and Nenter has agreed to annual minimum purchase volume requirements and to provide the Company with quarterly value-share payments representing a portion of Nenter’s profit on the sale of products produced using farnesene purchased under the Nenter Supply Agreement. For the remaining six months of 2017, Nenter agreed to pay the Company $2.4 million under the value-share arrangement. Unless earlier terminated in accordance with its terms, the Nenter Supply Agreement will remain in effect until December 31, 2020 and will automatically renew at the end of such initial term for an additional 5-year term unless a party provides the other party written notice, no later than July 1, 2020, of its desire to terminate the agreement at the end of the initial term.

The Company recognized revenues from product sales under the Nenter Supply Agreement of $6.6 million and zero for the three months ended June 30, 2017 and 2016, respectively, and $8.9 million and $0.03 million for the six months ended June 30, 2017 and 2016, respectively.

In October 2016, the Company entered into a Cooperation Agreement (or the Nenter Cooperation Agreement) with Nenter. Under the Nenter Cooperation Agreement, the parties agreed to collaborate to create and develop certain compounds and, in the event the parties achieve certain specified development targets, the parties would establish and implement a worldwide manufacturing and commercialization plan relating thereto. In connection with the transactions contemplated by the May 2017 Purchase Agreements and the Stockholder Agreement, as described in Note 5, "Debt and Mezzanine Equity", on May 8, 2017, the Company and Nenter entered into a letter agreement to terminate the Cooperation Agreement, dated as of October 26, 2016, between the Company and Nenter, pursuant to which the parties had agreed to collaborate to create and develop certain compounds and, in the event the parties achieved certain specified development targets, to establish and implement a worldwide manufacturing and commercialization plan relating thereto. In connection with the termination of the Cooperation Agreement, the Company agreed to pay Nenter a fee of $2.5 million on or before June 22, 2017. Subsequently, the parties agreed that such payment would be due within 40 days of June 28, 2017.

Givaudan Agreements

In June 2016, the Company entered into a Collaboration Agreement with Givaudan to establish a collaboration for the development and commercialization of certain renewable compounds for use in the fields of active cosmetics and flavors (or the Givaudan Collaboration Agreement). Under the Givaudan Collaboration Agreement, the Company agreed to use its labor, intellectual property and technology infrastructure to develop and commercialize certain compounds for Givaudan. In exchange, Givaudan agreed to pay to the Company $12.0 million in semi-annual installments of $3.0 million each, beginning on June 30, 2016. The Company received installments of $3.0 million in June 2016, December 2016 and June 2017, and these amounts were recognized in deferred revenue as of such dates.

Pursuant to the Givaudan Collaboration Agreement, the Company agreed to grant to Givaudan an exclusive license to the intellectual property that the Company generates under the agreement. Such license will include the rights to make, use and sell compounds in the active cosmetics and flavors fields, and is subject to certain ‘claw back’ rights by the Company if a compound is not commercialized by Givaudan during the term of the agreement. The Company also agreed to grant Givaudan non-exclusive rights to certain portions of the Company’s existing intellectual property in order to facilitate activities under the Givaudan Collaboration Agreement. Givaudan, on the other hand, agreed to grant the Company a non-exclusive license to the intellectual property that is generated under the Givaudan Collaboration Agreement. Such non-exclusive license will include the rights to make, use and sell compounds in all fields except active cosmetics and flavors.

Subject to certain rights granted to a third party, Givaudan will have the exclusive right to commercialize the compounds in the active cosmetics and flavors markets during the term of the agreement. Further, the Company has agreed that it will not assist any third party in the development or commercialization of other compounds for sale or use in the active cosmetics or flavors markets during the term of the Givaudan Collaboration Agreement. In addition, the Givaudan Collaboration Agreement contemplates that the Company will be the primary supplier of commercial quantities of the compounds to Givaudan pursuant to supply agreements to be mutually negotiated by the parties. Unless sooner terminated in accordance with its terms, the Givaudan Collaboration Agreement has an initial term of 2 years and, prior to the expiration of the initial term, the parties will meet and discuss in good faith the extension of the agreement beyond the initial term.

The Company recognized collaboration revenues under the Givaudan Collaboration Agreement of $1.5 million and $0 for the three months ended June 30, 2017 and 2016, respectively, and $3.0 million and $0 for the six months ended June 30, 2017 and 2016, respectively.

Ginkgo Initial Strategic Partnership Agreement and Collaboration Agreement

In June 2016, the Company entered into an Initial Strategic Partnership Agreement (Initial Ginkgo Agreement) with Ginkgo Bioworks, Inc. (or Ginkgo), pursuant to which the Company licensed certain intellectual property to Ginkgo in exchange for a fee of $20.0 million, to be paid by Ginkgo to the Company in two installments, and a ten percent royalty on net revenue, including without limitation net sales, royalties, fees and any other amounts received by Ginkgo related directly to such license. The first installment of $15.0 million was received on July 25, 2016. The second installment, in the amount of $5.0 million, has not been received as of June 30, 2017, and accordingly, no revenue has been recognized.

In addition, pursuant to the Initial Ginkgo Agreement, (i) the Company and Ginkgo agreed to pursue the negotiation and execution of a detailed definitive partnership and license agreement setting forth the terms of a commercial partnership and collaboration arrangement between the parties (Ginkgo Collaboration), (ii) the Company agreed to issue to Ginkgo an option to purchase 333,334 shares of the Company’s common stock at an exercise price of $7.50, exercisable for one year from the date of issuance, in connection with the execution of such definitive agreement for the Ginkgo Collaboration, (iii) the Company received a deferment of all scheduled principal repayments under the Senior Secured Loan Facility, the lender and administrative agent under which is an affiliate of Ginkgo, as well as a waiver of the Minimum Cash Covenant, through October 31, 2016 and (iv) in connection with the execution of the definitive agreement for the Ginkgo Collaboration, the parties would effect an amendment of the LSA to (x) extend the maturity date of all outstanding loans under the Senior Secured Loan Facility, (y) waive any required amortization payments under the Senior Secured Loan Facility until maturity and (z) eliminate the Minimum Cash Covenant under the Senior Secured Loan Facility. See Note 5, “Debt and Mezzanine Equity” for details regarding the amendments to the LSA entered into in connection with the Initial Ginkgo Agreement and Ginkgo Collaboration Agreement (as defined below).

On August 6, 2016, the Company issued to Ginkgo a warrant to purchase 333,334 shares of the Company’s common stock at an exercise price of $7.50 per share, exercisable for one year from the date of issuance. The warrant was issued prior to the execution of the definitive agreement for the Ginkgo Collaboration in connection with the transfer of certain information technology from Ginkgo to the Company.

On September 30, 2016, the Company and Ginkgo entered into a Collaboration Agreement (Ginkgo Collaboration Agreement) setting forth the terms of the Ginkgo Collaboration, under which the parties will collaborate to develop, manufacture and sell commercial products and will share in the value created thereby. The Ginkgo Collaboration Agreement provides that, subject to certain exceptions, all third party contracts for the development of chemical small molecule compounds whose manufacture is enabled by the use of microbial strains and fermentation technologies that are entered into by the Company or Ginkgo during the term of the Ginkgo Collaboration Agreement will be subject to the Ginkgo Collaboration and the approval of the other party (not to be unreasonably withheld). Responsibility for the engineering and small-scale process development of the newly developed products will be allocated between the parties on a project-by-project basis, and the Company will be principally responsible for the commercial scale-up and production of such products, with each party generally bearing their own respective costs and expenses relating to the Ginkgo Collaboration, including capital expenditures. Notwithstanding the foregoing, subject to the Company sourcing funding and breaking ground on a new production facility by March 30, 2017, Ginkgo will pay the Company a fee of $5.0 million. The Company has met the conditions to receive the second installment. That amount has not yet been received as of June 30, 2017, and accordingly, no revenue has been recognized.

Under the Ginkgo Collaboration Agreement, subject to certain exceptions, including excluded or refused products and cost savings initiatives, the profit on the sale of products subject to the Ginkgo Collaboration Agreement as well as cost-sharing, milestone and “value-creation” payments associated with the development and production of such products will be shared equally between the parties. The parties also agreed to provide each other with a license and other rights to certain intellectual property necessary to support the development and manufacture of the products under the Ginkgo Collaboration, and also to provide each other with access to certain other intellectual property useful in connection with the activities to be undertaken under the Ginkgo Collaboration Agreement, subject to certain carve-outs.

The initial term of the Ginkgo Collaboration Agreement is three years, and will automatically renew for successive one-year terms unless either party provides written notice of termination not less than 90 days prior to the expiration of the then-current term. In addition, the Ginkgo Collaboration Agreement provides that the parties will evaluate the performance of the Ginkgo Collaboration as of the 18-month anniversary of the Ginkgo Collaboration Agreement, and if either party has been repeatedly unable to perform or meet its commitments under the Ginkgo Collaboration Agreement, the other party will have the right to terminate the Ginkgo Collaboration Agreement on 30 days written notice.

In April 2017, the Company issued a secured promissory note to Ginkgo, in the principal amount of $3 million, in satisfaction of certain payments owed by the Company to Ginkgo under the Ginkgo Collaboration Agreement, as described in more detail in Note 5, “Debt and Mezzanine Equity.”

The Company recognized zero and zero of collaboration revenues under the Initial Ginkgo Agreement and the Ginkgo Collaboration Agreement for the three months ended June 30, 2017 and June 30, 2016, respectively, and zero and zero of collaboration revenues for the six months ended June 30, 2017 and June 30, 2016, respectively. As of June 30, 2017, $1.5 million is payable by the Company to Ginkgo under the Ginkgo Collaboration Agreement for its share of collaboration payments and license fees.

Blue California Agreements

In December 2016, the Company entered into an Intellectual Property License and Strain Access Agreement with Phyto Tech Corp. (d/b/a Blue California), a food ingredients and nutraceuticals company. Pursuant to the agreement, the Company granted Blue California a royalty-free, non-exclusive, worldwide, license to access and use certain Company intellectual property for the purpose of research and development, scale-up, manufacturing and commercialization activities. In exchange for such license, Blue California agreed to pay the Company a fee of $10 million in cash. On March 31, 2017, the Company entered into a subsequent agreement with Blue California whereby, among other things, Blue California’s affiliates agreed to provide the Company with access to their fermentation manufacturing capacity in China and the Company agreed to transfer additional intellectual property to Blue California for use in collaboration activities between the parties. On April 17, 2017, the Company and Blue California entered into a further agreement pursuant to which, among other things, the Company granted Blue California certain exclusive rights in connection with the manufacture of Company products in China, and certain non-exclusive rights worldwide to manufacture Company products, in each case subject to certain conditions. In April 2017, the Company announced that it had agreed to take a minority equity stake in SweeGen, Inc. (or SweeGen), one of Blue California’s affiliates focused on the sweetener market, in lieu of the $10 million cash payment due under the terms of the Intellectual Property License and Strain Access Agreement. On April 21, 2017, the Company received 850,115 shares of SweeGen common stock in satisfaction of Blue California’s payment obligation under the Intellectual Property License and Strain Access Agreement.

The Company recognized revenues of $2.7 million and $0 under this agreement for the three months ended June 30, 2017 and 2016, respectively and $2.7 million and $0 for the six months ended June 30, 2017 and 2016, respectively.

Financing Agreements

At Market Issuance Sales Agreement

On March 8, 2016, the Company entered into an At Market Issuance Sales Agreement (or the ATM Sales Agreement) with FBR Capital Markets & Co. and MLV & Co. LLC (or the Agents) under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $50.0 million (or the ATM Shares) from time to time through the Agents, acting as its sales agents, under the Company’s Registration Statement on Form S-3 (File No. 333-203216), effective April 15, 2015. Sales of the ATM Shares through the Agents, if any, will be made by any method that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act, including by means of ordinary brokers’ transactions at market prices, in block transactions, or as otherwise agreed by the Company and the Agents. Each time that the Company wishes to issue and sell ATM Shares under the ATM Sales Agreement, the Company will notify one of the Agents of the number of ATM Shares to be issued, the dates on which such sales are anticipated to be made, any minimum price below which sales may not be made and other sales parameters as the Company deems appropriate. The Company will pay the designated Agent a commission rate of up to 3.0% of the gross proceeds from the sale of any ATM Shares sold through such Agent as agent under the ATM Sales Agreement. The ATM Sales Agreement contains customary terms, provisions, representations and warranties. The ATM Sales Agreement includes no commitment by other parties to purchase shares the Company offers for sale.

During the six months ended June 30, 2017, the Company did not sell any shares of common stock under the ATM Sales Agreement. As of the date hereof, $50.0 million remained available for future sales under the ATM Sales Agreement.

See Note 14, “Subsequent Events”, for information regarding financing agreements subsequent to June 30, 2017.

9. Goodwill and Intangible Assets

The following table presents the components of the Company's intangible assets (in thousands):

			June 30, 2017							December 31, 2016
	Useful Life in Years		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
In-process research and development		Indefinite	$	8,560	$	(8,560	)	$	—	$	8,560	$	(8,560	)	$	—
Acquired licenses and permits		2		772		(772	)		—		772		(772	)		—
Goodwill		Indefinite		560		—			560		560		—			560
			$	9,892	$	(9,332	)	$	560	$	9,892	$	(9,332	)	$	560

The Company has a single reportable segment. Consequently, all of the Company's goodwill is attributable to that single reportable segment.

10. Stock-Based Compensation

The Company’s stock option activity and related information for the six months ended June 30, 2017 was as follows:

	Number Outstanding			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
								(in thousands)
Outstanding - December 31, 2016		875,021		$	55.20
Options granted		192,569		$	6.94		—	$	—
Options exercised		(133	)	$	4.20		—	$	—
Options forfeited		(70,182	)	$	27.03		—	$	—
Outstanding - June 30, 2017		997,275		$	47.87		7.01	$	440
Vested and expected to vest after June 30, 2017		895,140		$	51.99		6.76	$	310
Exercisable at June 30, 2017		539,738		$	76.14		5.36	$	—

The Company’s restricted stock units (or "RSUs") and restricted stock activity and related information for the six months ended June 30, 2017 are as follows:

	RSUs			Weighted- Average Grant- Date Fair Value		Weighted Average Remaining Contractual Life (Years)
Outstanding - December 31, 2016		454,923		$	17.48
Awarded		354,117		$	6.74		—
Vested		(106,833	)	$	22.33		—
Forfeited		(35,871	)	$	13.76		—
Outstanding - June 30, 2017		666,336		$	11.20		1.64
Expected to vest after June 30, 2017		501,550		$	11.56		1.45

Stock-based Compensation Expense

Stock-based compensation expense related to options and restricted stock units granted to employees and non-employees was allocated to research and development expense and sales, general and administrative expense as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Research and development	$	441	$	485	$	925	$	976
Sales, general and administrative		597		1,304		1,759		2,864
Total stock-based compensation expense	$	1,038	$	1,789	$	2,684	$	3,840

As of June 30, 2017, there was unrecognized compensation expense of $8.5 million related to stock options and RSUs. The Company expects to recognize this expense over a weighted-average period of 2.9 years.

Stock-based compensation expense for RSUs is measured based on the closing fair market value of the Company's common stock on the date of grant. Stock-based compensation expense for stock options and employee stock purchase plan rights is estimated at the grant date and offering date, respectively, based on their fair-value using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee stock options was estimated using the following weighted-average assumptions:

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Expected dividend yield		—	%		—	%		—	%		—	%
Risk-free interest rate		1.82	%		1.4	%		1.82	%		1.4	%
Expected term (in years)		5.38			6.16			5.38			6.16
Expected volatility		85.7	%		72.5	%		85.7	%		72.5	%

11. Related Party Transactions

Related Party Financings

See Note 5, “Debt and Mezzanine Equity” for a description of related party financings and related transactions during the three and six months ended June 30, 2017. In addition, see Note 14, “Subsequent Events” for related party financings and related transactions subsequent to June 30, 2017.

As of June 30, 2017 and December 31, 2016, convertible notes and loans with related parties were outstanding in aggregate amounts of $46.3 million and $72.4 million, respectively, net of debt discount and issuance costs of $5.1 million and $6.7 million, respectively.

The fair value of the derivative liability in connection with the related party convertible notes and preferred stock as of June 30, 2017 and December 31, 2016 was $41.0 million and $0.8 million, respectively. For the three months ended June 30, 2017 and 2016, the Company recognized gains from change in fair value of the derivative instruments of $22.3 million and $3.9 million, respectively. For the six months ended June 30, 2017 and 2016, the Company recognized gains from change in fair value of the derivative instruments of $20.0 million and $8.4 million, respectively (see Note 3, "Fair Value of Financial Instruments", for further details).

Related Party Revenues

During the three and six months ended June 30, 2017 and 2016, the Company recognized $0.1 million of related party revenues from R&D services to DSM. Related party accounts receivable as of June 30, 2017 and December 31, 2016, were $0.6 million and $0.8 million, respectively.

Joint Venture with Cosan and American Refining Group

In June 2017, the Company made a $60,000 equity contribution to its investment in Novvi LLC.

Pilot Plant Agreements with Total

The Company and Total are parties to two five-year agreements, each dated April 4, 2014 and subsequently amended, under which the Company leases space in its pilot plants to Total and provides Total with fermentation and downstream separation scale-up services in such space and training to Total employees, and utilizes Total employees to perform certain research and development services for the Company. At June 30, 2017 and December 31, 2016, the net amounts on our condensed consolidated balance sheets in connection with these agreements were payables to Total of $1.4 million and $1.8 million, respectively.

12. Income Taxes

The Company recorded income tax provisions of $0.3 million and $0.1 million for the three months ended June 30, 2017 and 2016, respectively and $0.3 million and $0.3 million for the six months ended June 30, 2017 and 2016, respectively. The provisions for income taxes for all periods presented consisted of accrued Brazilian withholding tax on interest on intercompany loans. Other than the above mentioned income tax amounts, no additional provision for income taxes has been made, net of the valuation allowance, due to cumulative losses since commencement of the Company's operations.

13. Net Loss per Share Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is computed by dividing the Company’s net loss attributable to Amyris, Inc. common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities, including stock options, restricted stock units, common stock warrants and convertible promissory notes using the treasury stock method or the as-converted method, as applicable. For the three and six months ended June 30, 2017, basic net loss per share attributable to common stockholders was the same as diluted net loss per share attributable to common stockholders because the inclusion of all potentially dilutive securities outstanding was anti-dilutive.

The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Numerator:
Net income (loss)	$	620		$	(13,566	)	$	(36,751	)	$	(28,874	)
Less deemed dividend (capital distribution to related parties)		(8,648	)		—			(8,648	)		—
Less deemed dividend related to beneficial conversion feature on Series A preferred stock		(562	)		—			(562	)		—
Less cumulative dividends on Series A and Series B preferred stock		(1,675	)		—			(1,675	)		—
Net loss attributable to Amyris, Inc. common stockholders, basic		(10,265	)		(13,566	)		(47,636	)		(28,874	)
Interest on convertible debt		—			1,591			—			3,501
Accretion of debt discount		—			1,846			—			3,479
Loss (gain) from change in fair value of derivative instruments		—			(19,116	)		—			(37,803	)
Net loss attributable to Amyris, Inc. common stockholders, diluted	$	(10,265	)	$	(29,245	)	$	(47,636	)	$	(59,697	)

Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic		23,155,874			14,874,135			21,226,013			14,426,247
Basic loss per share	$	(0.44	)	$	(0.91	)	$	(2.24	)	$	(2.00	)

Weighted-average shares of common stock outstanding		23,155,874			14,874,135			21,226,013			14,426,247
Effect of dilutive convertible promissory notes		—			2,652,275			—			2,827,714
Weighted-average common stock equivalents used in computing net loss per share of common stock, diluted		23,155,874			17,526,410			21,226,013			17,253,961
Diluted loss per share	$	(0.44	)	$	(1.67	)	$	(2.24	)	$	(3.46	)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share of common stock because including them would have been anti-dilutive:

	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Period-end stock options to purchase common stock		997,275		948,603		997,275		948,603
Convertible promissory notes (1)		6,270,734		4,489,743		6,270,734		4,489,743
Period-end common stock warrants		16,871,700		193,429		16,871,700		193,429
Period-end restricted stock units		666,336		520,602		666,336		520,602
Total		24,806,045		6,152,377		24,806,045		6,152,377

______________

⁽¹⁾

The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect as of the respective period end dates. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price under certain circumstances, which could potentially increase the dilutive shares outstanding. Another portion of the convertible promissory notes issued carries a provision for an increase in the conversion rate under certain circumstances, which could also potentially increase the dilutive shares outstanding.

14. Subsequent Events

August 2017 Financing Transactions

DSM Purchase Agreement

On August 2, 2017, the Company entered into a Securities Purchase Agreement (or the DSM Purchase Agreement) with DSM for the issuance and sale of 25,000 shares of Series B Preferred Stock and an August 2017 DSM Cash Warrant (as defined below) to purchase 3,968,116 shares of Common Stock and an August 2017 DSM Dilution Warrant (as defined below) (or, collectively, the August 2017 DSM Warrants and the shares of common stock issuable upon exercise of the DSM Warrants, the August 2017 DSM Warrant Shares) in a private placement pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act (or the August 2017 DSM Offering).

On August 7, 2017, the Company and DSM closed the issuance and sale of 25,000 shares of Series B Preferred Stock and the DSM Warrants (or the August 2017 DSM Closing), resulting in net proceeds to the Company of approximately $24.8 million after payment of offering expenses. In addition, on August 7, 2017, the Company and DSM entered into the Amended and Restated Stockholder Agreement (as defined below) and certain of the License Agreements became effective. The August 2017 DSM Offering represented the “Second Tranche Funding” described above in Note 5, “Debt and Mezzanine Equity.”

The DSM Purchase Agreement includes customary representations, warranties and covenants of the parties. In addition, the Company, subject to certain exceptions, (i) may not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock until October 31, 2017, (ii) may not enter into an agreement to effect any issuance by the Company involving a variable rate transaction until May 11, 2018 and (iii) may not issue any shares of common stock or securities convertible into or exercisable or exchangeable for common stock at a price below the Dilution Floor (as defined below) without DSM’s consent.

DSM Warrants

At the August 2017 DSM Closing, the Company issued to DSM a warrant, with an exercise price of $6.30 per share, to purchase 3,968,116 shares of common stock (or the August 2017 DSM Cash Warrant). The exercise price of the August 2017 DSM Cash Warrant is subject to standard adjustments as well as full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the three-year period following the DSM Closing (or the DSM Dilution Period) at a per share price (including any conversion or exercise price, if applicable) less than the then-current exercise price of the DSM Cash Warrant, subject to certain exceptions.

In addition, at the DSM Closing, the Company issued to DSM a warrant, with an exercise price of $0.0001 per share (or the August 2017 DSM Dilution Warrant), to purchase a number of shares of common stock sufficient to provide DSM with full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the DSM Dilution Period at a per share price (including any conversion or exercise price, if applicable) less than $6.30 per share, the effective per share price paid by DSM for the shares of common stock issuable upon conversion of the Series B Preferred Stock purchased by DSM in the August 2017 DSM Offering (including shares of common stock issuable as payment of dividends or the Make-Whole Payment, assuming that all such dividends and the Make-Whole Payment are made in Common Stock), subject to certain exceptions and subject to a price floor of $0.10 per share (or the Dilution Floor).

The effectiveness of the anti-dilution adjustment provision of the August 2017 DSM Cash Warrant and the exercise of the August 2017 DSM Dilution Warrant will be subject to the August 2017 Offerings Stockholder Approval (as defined below). The August 2017 DSM Warrants will each have a term of five years from the date the August 2017 DSM Warrants are initially exercisable.

The August 2017 DSM Warrants were issued in a private placement pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act.

Registration

Pursuant to the DSM Purchase Agreement, the Company on August 4, 2017 filed a registration statement on Form S-3 providing for the resale by DSM of the shares of common stock issuable upon conversion of the Series B Preferred Stock issued in the August 2017 DSM Offering, and the August 2017 DSM Warrant Shares.

Amended and Restated Stockholder Agreement

In connection with the August 2017 DSM Closing, the Company and DSM entered into an amendment to the stockholder agreement dated May 11, 2017 between the Company and DSM (or the Amended and Restated Stockholder Agreement) providing, among other things, that DSM will have the right to designate two directors selected by DSM (or the DSM Directors), subject to certain restrictions, to the Board. The Company will agree to appoint the DSM Directors and to use reasonable efforts, consistent with the Board’s fiduciary duties, to cause the DSM Directors to be re-nominated in the future; provided, that (i) DSM will only have the right to designate one DSM Director at such time as DSM beneficially owns less than 10% of the Company’s outstanding voting securities and (ii) DSM will no longer have the right to designate any DSM Director at such time as DSM beneficially owns less than 4.5% of the Company’s outstanding voting securities. The Amended and Restated Stockholder Agreement also provides that the Series B Conversion Shares and August 2017 DSM Warrant Shares will (i) be entitled to the registration rights provided for in the Stockholder Agreement and (ii) be subject to the transfer restrictions set forth in the Stockholder Agreement.

Following the August 2017 DSM Closing, the parties will negotiate in good faith regarding an agreement concerning the development of certain products in the health and nutrition field and, in the event that the parties do not reach such agreement prior to 90 days after the August 2017 DSM Closing, (a) certain exclusive negotiating rights granted to DSM in connection with the entry into the Stockholder Agreement will expire, (b) on the first anniversary of the August 2017 DSM Closing and each subsequent anniversary thereof, the Company will make a $5 million cash payment to DSM, provided that the aggregate amount of such payments shall not exceed $25 million, and (c) an intellectual property escrow agreement relating to the License Agreements, entered into by the Company and DSM in connection with the entry into the Stockholder Agreement, will become effective.

Vivo Purchase Agreement

On August 2, 2017, the Company entered into a Securities Purchase Agreement (or the August 2017 Vivo Purchase Agreement and, together with the DSM Purchase Agreement, the August 2017 Purchase Agreements) with affiliates of Vivo Capital LLC (or, together with its affiliates, Vivo) for the issuance and sale of an aggregate of 2,826,711 shares of common stock at a price of $4.26 per share, an aggregate of 12,958 shares of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (or the Series D Preferred Stock), which Series D Preferred Stock is convertible into common stock as described below, and August 2017 Vivo Cash Warrants (as defined below) to purchase an aggregate of 5,575,118 shares of common stock and August 2017 Vivo Dilution Warrants (as defined below) (or, collectively, the Vivo Warrants and the shares of common stock issuable upon exercise of the August 2017 Vivo Warrants, the August 2017 Vivo Warrant Shares) in a private placement pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act (or the August 2017 Vivo Offering).

On August 3, 2017, the Company and Vivo closed the issuance and sale of an aggregate of 2,826,711 shares of Common Stock, an aggregate of 12,958 shares of Series D Preferred Stock and the Vivo Warrants (or the August 2017 Vivo Closing), resulting in net proceeds to the Company of approximately $24.8 million after payment of offering expenses. In addition, on August 3, 2017, the Company and Vivo entered into the Vivo Stockholder Agreement (as defined below).

The August 2017 Vivo Purchase Agreement includes customary representations, warranties and covenants of the parties. In addition, pursuant to the August 2017 Vivo Purchase Agreement, the Company, subject to certain exceptions, may not issue any shares of common stock or securities convertible into or exercisable or exchangeable for common stock at a price below the Dilution Floor without Vivo’s consent.

Series D Preferred Stock

Each share of Series D Preferred Stock has a stated value of $1,000 and, subject to the August 2017 Vivo Offering Beneficial Ownership Limitation (as defined below), is convertible at any time, at the option of Vivo, into common stock (such shares, the Series D Conversion Shares) at a conversion price of $4.26 per share (or the Series D Conversion Rate). The Series D Conversion Rate is subject to adjustment in the event of any dividends or distributions of the common stock, or any stock split, reverse stock split, recapitalization, reorganization or similar transaction.

Prior to declaring any dividend or other distribution of its assets to holders of common stock, the Company shall first declare a dividend per share on the Series D Preferred Stock equal to $0.0001 per share. In addition, the Series D Preferred Stock will be entitled to participate with the Common Stock on an as-converted basis with respect to any dividends or other distributions to holders of common stock.

Unless and until converted into common stock in accordance with its terms, the Series D Preferred Stock has no voting rights, other than as required by law or with respect to matters specifically affecting the Series D Preferred Stock.

In the event of a Fundamental Transaction, the holders of the Series D Preferred Stock will have the right to receive the consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of common stock for which the Series D Preferred Stock is convertible immediately prior to such Fundamental Transaction (without regard to whether such Series D Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of common stock. A Fundamental Transaction is defined in the Certificate of Designation of Preferences, Rights and Limitations relating to the Series D Preferred Stock as any of the following: (i) merger with or consolidation into another legal entity; (ii) sale, lease, license, assignment, transfer or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions; (iii) purchase offer, tender offer or exchange offer of the Company’s common stock pursuant to which holders of the Company’s common stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding common stock; (iv) reclassification, reorganization or recapitalization of the Company’s stock; or (v) stock or share purchase agreement that results in another party acquiring more than 50% of the Company’s outstanding shares of common stock.

Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series D Preferred Stock shall be entitled to receive out of the assets of the Company the same amount that a holder of Common Stock would receive if the Series D Preferred Stock were fully converted to common stock immediately prior to such liquidation, dissolution or winding-up (without regard to whether such Series D Preferred Stock is convertible at such time) , which amount shall be paid pari passu with all holders of common stock.

Notwithstanding the foregoing, the holders will not have the right to convert any Series D Preferred Stock, and the Company shall not effect any conversion of the Series D Preferred Stock, if the holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Series D Preferred Stock (or the August 2017 Vivo Offering Beneficial Ownership Limitation). The holders may waive the August 2017 Vivo Offering Beneficial Ownership Limitation upon notice to the Company, provided that such waiver (i) will not be effective until the 61st day after such notice is delivered to the Company, (ii) shall only apply to such holder and no other holder and (iii) will not be effective to the extent such waiver would require the prior approval of the Company’s stockholders, unless such approval has been obtained.

On August 3, 2017, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock with the Secretary of State of Delaware.

Vivo Warrants

At the August 2017 Vivo Closing, the Company issued to Vivo warrants, each with an exercise price of $6.39 per share, to purchase an aggregate of 5,575,118 shares of common stock (or the August 2017 Vivo Cash Warrants). The exercise price of the August 2017 Vivo Cash Warrants is subject to standard adjustments as well as full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the three-year period following the August Vivo Closing (or the Vivo Dilution Period) at a per share price (including any conversion or exercise price, if applicable) less than the then-current exercise price of the August 2017 Vivo Cash Warrants, subject to certain exceptions.

In addition, at the August 2017 Vivo Closing the Company issued to Vivo warrants, with an exercise price of $0.0001 per share (or the August 2017 Vivo Dilution Warrants), to purchase a number of shares of common stock sufficient to provide Vivo with full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the Vivo Dilution Period at a per share price (including any conversion or exercise price, if applicable) less than $4.26 per share, subject to certain exceptions and subject to the Dilution Floor.

The effectiveness of the anti-dilution adjustment provisions of the August 2017 Vivo Cash Warrants and the exercise of the August 2017 Vivo Dilution Warrants will be subject to the August 2017 Offerings Stockholder Approval. The August 2017 Vivo Warrants will each have a term of five years from the date the August 2017 Vivo Warrants are initially exercisable. In addition, the exercise of the August 2017 Vivo Warrants will be subject to the August 2017 Vivo Offering Beneficial Ownership Limitation.

The August 2017 Vivo Warrants were issued in a private placement pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act.

Vivo Stockholder Agreement

In connection with the August 2017 Vivo Closing, the Company and Vivo entered into a Stockholder Agreement (or the Vivo Stockholder Agreement) that sets forth certain rights and obligations of Vivo and the Company. Pursuant to the Vivo Stockholder Agreement, Vivo will have the right to designate one director selected by Vivo (or the Vivo Director), subject to certain restrictions, to the Board. The Company agreed to appoint the Vivo Director and to use reasonable efforts, consistent with the Board’s fiduciary duties, to cause the Vivo Director to be re-nominated in the future; provided, that Vivo will no longer have the right to designate any Vivo Director at such time as Vivo beneficially owns less than 4.5% of the Company’s outstanding voting securities. In addition, for so long as Vivo beneficially owns at least 4.5% of the Company’s outstanding voting securities, a representative of Vivo shall be entitled to attend all Board meetings in a nonvoting observer capacity and to receive copies of all materials that the Company provides to its directors, at the same time and in the same manner, subject to certain exceptions. Furthermore, Vivo will have the right to purchase additional shares of capital stock of the Company in connection with a sale of equity or equity-linked securities by the Company in a capital raising transaction for cash, subject to certain exceptions, to maintain its proportionate ownership percentage in the Company (or the Vivo Pre-Emptive Rights).

Pursuant to the Vivo Stockholder Agreement, Vivo will agree not to sell or transfer any of the shares of common stock, Series D Preferred Stock or August 2017 Warrants purchased by Vivo in the August 2017 Vivo Offering, or any shares of common stock issuable upon conversion or exercise thereof (the Vivo Transfer Restricted Shares), other than to its affiliates, without the consent of the Company during the one-year period following the August 2017 Vivo Closing. Thereafter, Vivo will have the right to sell or transfer the Vivo Transfer Restricted Shares to any third party, other than a competitor of the Company or any controlled affiliate of a competitor of the Company; provided, that the Company will have a limited right of first offer with respect to any such sale or transfer other than to affiliates of Vivo. In addition, Vivo will agree that, other than in connection with the purchase, conversion or exercise of (i) the Series D Preferred Stock or August 2017 Vivo Warrants or (ii) the exercise of Vivo Pre-Emptive Rights, until the later of (i) three years from the August 2017 Vivo Closing and (ii) three months after there is no Vivo Director on the Board, Vivo will not, without the prior consent of the Board, among other things, purchase any common stock, any options or other rights to acquire common stock or any indebtedness of the Company, or make any public offer to acquire common stock, options or other rights to acquire common stock or indebtedness of the Company, that would result in Vivo and its affiliates beneficially owning more than 33% of the Company’s outstanding voting securities at the time of acquisition (assuming the exercise or conversion, whether then exercisable or convertible, of any shares of Series D Preferred Stock or August 2017 Vivo Warrants beneficially owned by Vivo and/or its affiliates), join in any solicitation of proxies for any matter not previously approved by the Board, or join any “group” (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any of the foregoing.

In addition, the Company has agreed to register, via one or more registration filed with the SEC under the Securities Act, the shares of common stock purchased in the August 2017 Vivo Offering, as well as the Series D Conversion Shares and August 2017 Vivo Warrant Shares. Under the terms of the Vivo Stockholder Agreement, the Company is required to use its reasonable efforts to prepare and file such registration statement as soon as practicable and no later than November 7, 2017, and to use its reasonable best efforts to cause the registration statement to be declared effective by the SEC as soon as practicable and no later than December 22, 2017. In addition, Vivo may request that up to three of such registrations provide for an underwritten offering of such shares. In addition, if the Company registers any of its securities for public sale under the Securities Act, Vivo will have the right to include their shares in the registration statement, subject to certain exceptions. The managing underwriter of any underwritten offering will have the right to limit, due to marketing reasons, the number of shares registered by Vivo to 25% of the total shares covered by the registration statement. The Company will agree to pay all expenses incurred in connection with the exercise of such demand and piggyback registration rights, except for legal costs of Vivo, stock transfer taxes and underwriting discounts and commissions.

Stockholder Approval

Pursuant to the August 2017 Purchase Agreements, the Company has agreed to solicit from the Company’s stockholders such approval as may be required by the applicable rules and regulations of the NASDAQ Stock Market with respect to the anti-dilution provisions of the August 2017 DSM Warrants and the August 2017 Vivo Warrants (or the August 2017 Offerings Stockholder Approval) at an annual or special meeting of stockholders to be held on or prior to the date of the Company’s 2018 annual meeting of stockholders, and to use commercially reasonable efforts to secure the August 2017 Offerings Stockholder Approval. DSM and Vivo may, at their option, upon at least 90 days’ prior written notice, require the Company to hold a stockholder meeting prior to the Company’s 2018 annual meeting of stockholders. Pursuant to the August 2017 Purchase Agreements, if the Company does not obtain the August 2017 Offerings Stockholder Approval at the first stockholder meeting, the Company will call a stockholder meeting every four months thereafter to seek the August 2017 Offerings Stockholder Approval until the earlier of the date the August 2017 Offerings Stockholder Approval is obtained or the August 2017 DSM Warrants and the August 2017 Vivo Warrants are no longer outstanding. In addition, pursuant to the August 2017 Purchase Agreements, until the August 2017 Offerings Stockholder Approval has been obtained and deemed effective, the Company may not issue any shares of common stock or securities convertible into or exercisable or exchangeable for common stock if such issuance would have triggered the anti-dilution adjustment provisions in the August 2017 DSM Warrants or the August 2017 Vivo Warrants (if the August 2017 Offerings Stockholder Approval had been obtained prior to such issuance) without the prior written consent of DSM and Vivo, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q. These discussions contain forward-looking statements reflecting our current expectations that involve risks and uncertainties which are subject to safe harbors under the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1934 (the Exchange Act). These forward-looking statements include, but are not limited to, statements concerning our strategy of achieving a significant reduction in net cash outflows in 2017, future production capacity and other aspects of our future operations, ability to improve our production efficiencies, future financial position, future revenues, projected costs, expectations regarding demand and acceptance for our technologies, growth opportunities and trends in the market in which we operate, prospects and plans and objectives of management. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward looking statements. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part II, Item 1A, “Risk Factors,” in this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission. We do not assume any obligation to update any forward-looking statements.

Overview

Amyris, Inc. (the “Company,” “Amyris,” “we,” “us,” or “our”) is a leading industrial biotechnology company that is applying its technology platform to engineer, manufacture and sell high performance products into the Health and Nutrition, Personal Care and Performance Materials markets. Our proven technology platform allows us to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. Our biotechnology platform and industrial fermentation process replace existing complex and expensive chemical manufacturing processes. The Company has successfully used its technology to develop and produce at commercial volumes five distinct molecules.

We believe industrial synthetic biology represents a third industrial revolution, bringing together biology and engineering to generate new, more sustainable materials to meet the growing global demand for bio-based replacements for petroleum, and animal- or plant-derived ingredients. We continue to build demand for our current portfolio of products through a sales network comprised of direct sales and distributors, and are engaged in collaborations across each of our three market focus areas to drive additional product sales and partnership opportunities. Via our partnership model, our partners invest in the development of each molecule to bring it from the lab to commercial scale. We then capture long term revenue both through the production and sale of the molecule to our partners and through value sharing of our partners' product sales.

Amyris was founded in 2003 in the San Francisco Bay area by a group of scientists from the University of California, Berkeley. Our first major milestone came in 2005 when, through a grant from the Bill & Melinda Gates Foundation, we developed technology capable of creating microbial strains that produce artemisinic acid - a precursor of artemisinin, an effective anti-malarial drug. In 2008, we granted royalty-free licenses to allow Sanofi-Aventis (Sanofi) to produce artemisinic acid using our technology. Building on our success with artemisinic acid, in 2007 we began applying our technology platform to develop, manufacture and sell sustainable alternatives to a broad range of markets.

We focused our initial development efforts primarily on the production of Biofene^®, our brand of renewable farnesene, a long-chain, branched hydrocarbon molecule that we manufacture through fermentation using engineered microbes. Our farnesene derivatives are sold in hundreds of products as nutraceuticals, skin care products, fragrances, solvents, polymers, and lubricant ingredients. The commercialization of farnesene pushed us to create a more cost efficient, faster and accurate development process in the lab and drive costs out of our Brotas, Brazil production facility. This investment has enabled our technology platform to rapidly develop microbial strains and commercialize target molecules. In 2014, we began manufacturing additional molecules for the flavors and fragrance (F&F) industry; in 2015 we began investing to expand our capabilities to other small molecule chemical classes beyond terpenes via our collaboration with the Defense Advanced Research Project Agency (DARPA), and in 2016 we expanded into proteins.

We have invested over $500 million in infrastructure and technology to create microbes that produce molecules from sugar or other feedstocks at commercial scale. This platform has been used to design, build, optimize, and upscale strains producing five distinct molecules, leading to more than 15 commercial products used in over 500 consumer products. Our time to market for molecules has decreased from seven years to less than a year for our most recent molecule, mainly due to our ability to leverage the technology platform we have built.

Our technology platform has been in active use since 2008, and has been integrated with our commercial production since 2011, creating a seamless organism development process that we believe makes Amyris an industry leader in the successful scale-up and commercialization of biotech produced molecules. The key performance characteristics of our platform that we believe differentiate Amyris include our proprietary computational tools, strain construction tools, screening and analytics tools, and advanced lab automation and data integration. Our state-of-the-art infrastructure includes industry leading strain engineering and lab automation located in Emeryville, California, pilot scale production facilities in Emeryville, California and Campinas, Brazil, a demonstration-scale facility in Campinas, Brazil and a commercial-scale production facility in Brotas, Brazil.

We are able to use a wide variety of feedstocks for production, but have focused on accessing Brazilian sugarcane for our large-scale production because of its renewability, low cost and relative price stability. We have also successfully used other feedstocks such as sugar beets, corn dextrose, sweet sorghum and cellulosic sugars at various manufacturing facilities.

Our mission is to apply innovative science to deliver sustainable solutions for a growing world. We seek to become the world's leading provider of renewable, high-performance alternatives to non-renewable and scarce products. In the past, choosing a renewable product often required producers to compromise on performance or price. With our technology, leading consumer brands can develop products made from renewable sources that offer equivalent or better performance and stable supply with competitive pricing. We call this our No Compromise® value proposition. We aim to improve the world one molecule at a time by providing the best alternatives to the products the world relies on every day.

Sales and Revenues

Our revenues are comprised of grant and collaboration revenues that fund our R&D activities and product and value share revenues that provide a long-term revenue stream for Amyris.

We have entered into research and development collaboration arrangements pursuant to which we receive payments from our collaborators, which include DSM Nutritional Products Ltd, DARPA, Firmenich SA, PureCircle Ltd. and Givaudan International SA and others. Some of our collaboration arrangements provide for advance payments in consideration for grants of exclusivity or research efforts to be performed by us. Once a collaboration agreement has been signed, receipt of payments may depend on our achievement of milestones. See Note 8, “Significant Agreements” to our unaudited condensed consolidated financial statements included in this report for more details regarding these agreements and arrangements.

Our Biofene derived product sales consist of direct-to-consumer sales of our Biossance product line sold in the cosmetics sector, and from business-to-business product sales to customers sold directly through Amyris and also via distributors. Our direct-to-consumer sales of our Biossance product line are continuing to grow through our Sephora sales channel as well as our online sales from our website Biossance.com. Biossance was initially launched with Sephora on their online store where it was the most successful brand launch for Sephora.com. We then carried the unprecedented success for a new brand into their brick and mortar stores in the second quarter of this year with 35 stores. Sephora has committed an additional 47 stores for the rollout of Biossance in the second half of this year. And Sephora Canada has committed to carrying the Biossance brand in all of their stores starting in the first half of 2018. The line consists of six products that utilize squalane in their formulation with a pipeline of additional products to further grow and underpin the DNA of the brand. To commercialize, market and distribute our initial Biofene-derived product, squalane, in the cosmetics sector for use as an emollient, we have established a joint venture with Nikko Chemicals Co., Ltd. and Nippon Surfactant Industries Co., Ltd, called Aprinnova LLC. The production facility in Leland, North Carolina that we acquired in December 2016, performs chemical conversion and production of our end products and was transferred to the joint venture. See Note 7 "Joint Ventures and Noncontrolling Interest" to our unaudited condensed consolidated financial statements included in this report for more details regarding our joint ventures. We have also entered into certain supply agreements with customers in the Health and Nutrition, Personal Care and Performance Materials markets, including Nenter & Co., and Kuraray Co. Ltd., to commercialize products derived from Biofene.

We have several other collaboration molecules in our development pipeline with partners, such as Givaudan, Firmenich and DSM that will contribute product sales and value share revenues once they are commercialized.

Financing

We have taken actions to improve our liquidity by issuing additional stock for cash and converting debt and accrued interest to equity. See the "Liquidity and Capital Resources" section below for more information.

Results of Operations

Comparison of Three Months Ended June 30, 2017 and 2016

Revenues

	Three Months Ended June 30,				Period-to-period Change		Percentage Change
	2017		2016
	(In thousands)
Revenues
Renewable product sales	$	12,729	$	4,922	$	7,807		159	%
Grants and collaborations revenue		12,950		4,677		8,273		177	%
Total revenues	$	25,679	$	9,599	$	16,080		168	%

Total revenues increased by $16.1 million to $25.7 million for the three months ended June 30, 2017, as compared to the same period in the prior year.

Product sales increased by $7.8 million to $12.7 million for the three months ended June 30, 2017, as compared to the same period in the prior year, driven by increases in sales of $6.6 million in the Health and Nutrition market, $1.4 million in Performance Materials markets, $0.9 million in Direct to Consumer sales and $0.8 million in the Cosmetics market, partially offset by a reduction of $1.9 million in sales in the Flavor and Fragrance market.

Grants and collaborations revenues increased by $8.3 million to $13.0 million for the three months ended June 30, 2017, as compared to the same period in the prior year, primarily due to increases of $2.7 million in the Health and Nutrition market, $2.4 million for DARPA and $1.5 million in the Flavor and Fragrance market.

Cost and Operating Expenses

	Three Months Ended June 30,				Period-to-period Change		Percentage Change
	2017		2016
	(In thousands)
Cost of products sold	$	17,279	$	7,891	$	9,388		119	%
Research and development		14,249		13,176		1,073		8	%
Sales, general and administrative		15,949		11,408		4,541		40	%
Total cost and operating expenses	$	47,477	$	32,475	$	15,002		46	%

Our cost of products sold includes cost of raw materials, labor and overhead, amounts paid to contract manufacturers, period costs related to inventory write-downs resulting from applying lower of cost or market inventory valuations, and costs related to scale-up in production of such products. Our cost of products sold increased by $9.4 million to $17.3 million for the three months ended June 30, 2017, as compared to the same period in the prior year, primarily driven by higher volumes of products sold, foreign currency exchange, and product mix. As a result, there are fluctuations to our cost of sales and gross margins.

Research and Development Expenses

Our research and development expenses increased by $1.1 million to $14.2 million for the three months ended June 30, 2017, as compared to the same period in the prior year, due to increases of $0.6 million for lab supplies and equipment and $0.5 million in personnel expenses.

Sales, General and Administrative Expenses

Our sales, general and administrative expenses increased by $4.5 million to $15.9 million for the three months ended June 30, 2017, as compared to the same period in the prior year, due to a $2.5 million charge related to a collaboration agreement termination fee, $1.6 million increase in personnel expenses and $0.4 million increase in professional services.

Other Income

	Three Months Ended June 30,						Change			Percentage Change
	2017			2016
	(In thousands)
Other income (expense):
Interest income	$	43		$	82		$	(39	)		(48	)%
Interest expense		(9,303	)		(9,704	)		401			(4	)%
(Loss) gain from change in fair value of derivative instruments		35,775			20,934			14,841			71	%
Loss upon extinguishment of debt		(3,624	)		(433	)		(3,191	)		737	%
Other expense, net		(163	)		(1,431	)		1,268			(89	)%
Total other income	$	22,728		$	9,448		$	13,280			141	%

Total other income increased by $13.3 million to $22.7 million for the three months ended June 30, 2017, as compared to total other income of $9.4 million for the same period in the prior year. The increase was primarily attributable to a $14.8 million increase in fair value of derivative instruments, which are comprised of two elements – compound embedded derivative liabilities associated with our senior secured convertible promissory notes, and interest rate swap derivative liabilities.

Other expense, net decreased by $1.3 million, primarily due to foreign currency exchange gains for the three months ended June 30, 2017.

Comparison of Six Months Ended June 30, 2017 and 2016

Revenues

	Six Months Ended June 30,				Period-to-period Change		Percentage Change
	2017		2016
	(In thousands)
Revenues
Renewable product sales	$	21,021	$	8,062	$	12,959		161	%
Grants and collaborations revenue		17,639		10,347		7,292		70	%
Total revenues	$	38,660	$	18,409	$	20,251		110	%

Total revenues increased by $20.3 million to $38.7 million for the six months ended June 30, 2017, as compared to the same period in the prior year.

Product sales increased by $13.0 million to $21.0 million for the six months ended June 30, 2017, as compared to the same period in the prior year, driven by increases of $8.9 million in the Health and Nutrition market, $3.1 million in the Performance Materials market, $1.7 million in Cosmetic markets, and $1.5 million in the Direct to Consumer market, partially offset by a reduction of $2.2 million in Flavor and Fragrances.

Grants and collaborations revenues increased by $7.3 million to $17.6 million for the six months ended June 30, 2017, compared to the same period in the prior year due to increases of $6.3 million in collaboration revenues, $4.6 million in the Health and Nutrition market, and $3.0 million in the Cosmetics market, partially offset by a $2.6 million decrease in the Flavor and Fragrances market. Additionally, we achieved major milestones under a government contract, resulting in grants and collaborations revenues for the six months ended June 30, 2017 of $2.2 million.

Cost and Operating Expenses

	Six Months Ended June 30,				Period-to-period Change		Percentage Change
	2017		2016
	(In thousands)
Cost of products sold	$	30,047	$	19,068	$	10,979		58	%
Research and development		28,956		25,082		3,874		15	%
Sales, general and administrative		28,799		23,674		5,125		22	%
Total cost and operating expenses	$	87,802	$	67,824	$	19,978		29	%

Our cost of products sold increased by $11.0 million to $30.0 million for the six months ended June 30, 2017, as compared to the same period in the prior year, primarily driven by higher volumes of products sold, foreign currency exchange, and product mix. As a result, there are fluctuations to our cost of sales and gross margins.

Research and Development Expenses

Our research and development expenses increased by $3.9 million to $29.0 million for the six months ended June 30, 2017, as compared to the same period in the prior year, due to increases of $1.6 million in consulting fees relating to a revenue sharing agreement, $1.4 million in personnel expenses, and $0.9 million in lab supplies.

Sales, General and Administrative Expenses

Our sales, general and administrative expenses increased by $5.1 million to $28.8 million for the six months ended June 30, 2017, as compared to the same period in the prior year, due to a $2.5 million charge related to a collaboration agreement termination fee, a $1.4 million increase in personnel expenses, and a $1.8 million increase in professional fees, partially offset by a $1.1 million reduction in stock-based compensation expense.

Other Income

	Six Months Ended June 30,
	2017			2016			Change			Percentage Change
	(In thousands)
Other income (expense):
Interest income	$	105		$	139		$	(34	)		(24	)%
Interest expense		(21,486	)		(18,062	)		(3,424	)		19	%
Gain from change in fair value of derivative instruments		38,114			42,612			(4,498	)		(11	)%
Loss upon extinguishment of debt		(3,528	)		(649	)		(2,879	)		444	%
Other expense, net		(545	)		(3,246	)		2,701			(83	)%
Total other income	$	12,660		$	20,794		$	(8,134	)		(39	)%

Total other income decreased by $8.1 million to $12.7 million for the six months ended June 30, 2017, as compared to total income of $20.8 million for the same period in the prior year. The change was primarily attributable to two items: (i) an unfavorable $4.5 million change in fair value of derivative instruments, which are comprised of two elements – compound embedded derivative liabilities associated with our senior secured convertible promissory notes, and interest rate swap derivative liabilities; and (ii) a $3.4 million increase in interest expense, which was primarily due to a 21% increase in average debt, partially offset by a one percentage point decrease in effective interest rates on our outstanding debt.

Liquidity and Capital Resources

	June 30, 2017			December 31, 2016
	(Dollars in thousands)
Working capital deficit, excluding cash and cash equivalents	$	(26,887	)	$	(77,895	)
Cash and cash equivalents and short-term investments	$	6,634		$	28,524
Debt and capital lease obligations	$	165,948		$	228,299
Accumulated deficit	$	(1,171,189	)	$	(1,134,438	)

	Six Months Ended June 30,
	2017			2016
	(Dollars in thousands)
Net cash used in operating activities	$	(60,179	)	$	(38,975	)
Net cash used in investing activities	$	(1,317	)	$	(174	)
Net cash provided by financing activities	$	39,417		$	27,793

Working Capital Deficit. Our working capital deficit, excluding cash and cash equivalents, was $26.9 million at June 30, 2017, which represents a decrease of $51.0 million compared to a working capital deficit of $77.9 million at December 31, 2016. The decrease in the working capital deficit during the six months ended June 30, 2017 is primarily due to a decrease of $45.9 million in the current portion of long-term debt, including related party debt (see Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report for more details), along with increases of $3.4 million in accounts receivable and related party accounts receivable, and $1.4 million in prepaid expenses and other current assets.

To support production of our products in contract manufacturing and dedicated production facilities, we have incurred, and we expect to continue to incur, capital expenditures as we invest in these facilities. We plan to continue to seek external debt and equity financing from U.S. and Brazilian sources to help fund our investment in these contract manufacturing and dedicated production facilities.

We expect to fund our operations for the foreseeable future with cash and investments currently on hand, cash inflows from collaborations, grants, product sales and if needed, equity and debt financings. Some of our anticipated financing sources, such as research and development collaborations and equity and debt financings, if needed, are subject to risk that we cannot meet milestones, are not yet subject to definitive agreements or mandatory funding commitments and, if needed, we may not be able to secure additional types of financing in a timely manner or on reasonable terms, if at all. Our planned 2017 and 2018 working capital needs and our planned operating and capital expenditures for 2017 are dependent on significant inflows of cash from renewable product sales and existing collaboration partners, as well as additional funding from new collaborations. We will continue to need to fund our research and development and related activities and to provide working capital to fund production, storage, distribution and other aspects of our business.

Liquidity. We have incurred significant losses since our inception and believe that we will continue to incur losses and have negative cash flow from operations through first half 2018. As of June 30, 2017, we had an accumulated deficit of $1.2 billion and had cash, cash equivalents and short term investments of $6.6 million.

As of June 30, 2017, our debt (including related party debt), net of discount and issuance costs of $26.0 million, totaled $165.3 million, of which $13.3 million is classified as current. In addition to upcoming debt maturities, our debt service obligations over the next twelve months are significant, including $11.2 million of anticipated interest payments. Our debt agreements also contain various covenants, including restrictions on our business that could cause us to be at risk of defaults such as restrictions on additional indebtedness, material adverse effect and cross default clauses. A failure to comply with the covenants and other provisions of our debt instruments, including any failure to make a payment when required would generally result in events of default under such instruments, which could permit acceleration of such indebtedness. If such indebtedness is accelerated, it would generally also constitute an event of default under our other outstanding indebtedness, permitting acceleration of such other outstanding indebtedness. Any required repayment of our indebtedness as a result of acceleration or otherwise would lower our current cash on hand such that we would not have those funds available for use in our business or for payment of other outstanding indebtedness. Refer to Note 5, "Debt and Mezzanine Equity" and Note 6, “Commitments and Contingencies” to our unaudited condensed consolidated financial statements included in this report for further details regarding our debt arrangements.

In March 2016, we entered into an At Market Issuance Sales Agreement with third party agents (or the Agents) under which we may issue and sell shares of our common stock through the Agents having an aggregate offering price of up to $50.0 million from time to time in “at the market” offerings under our Registration Statement on Form S-3 (File No. 333-203216). This agreement includes no commitment by other parties to purchase shares we offer for sale. See Note 8, “Significant Agreements” to our unaudited condensed consolidated financial statements included in this report. As of the date hereof, $50.0 million remained available for future issuance under this facility. In addition, for the six months ended June 30, 2017, we issued $50.7 million of additional stock, issued $12.5 million of debt, and converted $68.9 million of debt to equity. We have significant outstanding debt and contractual obligations related to capital and operating leases, as well as purchase commitments.

Our condensed consolidated financial statements as of and for the three months ended June 30, 2017 have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Due to the factors described above, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. Our ability to continue as a going concern will depend, in large part, on our ability to achieve positive cash flows from operations during the next 12 months and extend existing debt maturities, which is uncertain. The financial statements do not include any adjustments that might result from the outcome of this uncertainty, which could have a material adverse effect on our financial condition. In addition, if we are unable to continue as a going concern, we may be unable to meet our obligations under our existing debt facilities, which could result in an acceleration of our obligation to repay all amounts outstanding under those facilities, and we may be forced to liquidate our assets. In such a scenario, the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our financial statements.

Our operating plan for the remainder of 2017 and 2018 contemplates a significant reduction in our net cash outflows, resulting from (i) revenue growth from sales of existing and new products with positive gross margins, (ii) reduced production costs as a result of manufacturing and technical developments, and (iii) cash inflows from collaborations (see Note 14 “Subsequent Events” for details of financing transactions subsequent to June 30, 2017).

If we are unable to generate sufficient cash contributions from product sales, payments from existing and new collaboration partners, and draw sufficient funds from certain financing commitments due to contractual restrictions and covenants, we may need to obtain additional funding from equity or debt financings, agree to burdensome covenants, grant further security interests in our assets, enter into collaboration and licensing arrangements that require us to relinquish commercial rights, or grant licenses on terms that are not favorable.

If we do not achieve our planned operating results, our ability to continue as a going concern would be jeopardized and we may need to take the following actions to support our liquidity needs in 2018:

•

Effect significant headcount reductions, particularly with respect to employees not connected to critical or contracted activities across all functions of the Company, including employees involved in general and administrative, research and development, and production activities.

•

Shift focus to existing products and customers with significantly reduced investment in new product and commercial development efforts.

•

Reduce production activity at our Brotas manufacturing facility to levels only sufficient to satisfy volumes required for product revenues forecast from existing products and customers.

•

Reduce expenditures for third party contractors, including consultants, professional advisors and other vendors.

•

Reduce or delay uncommitted capital expenditures, including non-essential facility and lab equipment, and information technology projects.

•

Closely monitor our working capital position with customers and suppliers, as well as suspend operations at pilot plants and demonstration facilities.

Implementing this plan could have a negative impact on our ability to continue our business as currently contemplated, including, without limitation, delays or failures in our ability to:

•

Achieve planned production levels;

•

Develop and commercialize products within planned timelines or at planned scales; and

•

Continue other core activities.

Furthermore, any inability to scale-back operations as necessary, and any unexpected liquidity needs, could create pressure to implement more severe measures. Such measures could have an adverse effect on our ability to meet contractual requirements, including obligations to maintain manufacturing operations, and increase the severity of the consequences described above.

Collaboration Funding. For the six months ended June 30, 2017, we received $6.4 million in cash from collaborations, including $3.0 million under a collaboration agreement with a cosmetics partner.

We depend on collaboration funding to support our research and development and operating expenses. While part of this funding is committed based on existing collaboration agreements, we will be required to identify and obtain funding from additional collaborations. In addition, some of our existing collaboration funding is subject to our achievement of milestones or other funding conditions.

If we cannot secure sufficient collaboration funding to support our operating expenses in excess of cash contributions from product sales and existing debt and equity financings, we may need to issue additional preferred and/or discounted equity, agree to onerous covenants, grant further security interests in our assets, enter into collaboration and licensing arrangements that require us to relinquish commercial rights or grant licenses on terms that are not favorable to us. If we fail to secure such funding, we could be forced to curtail our operations, which would have a material adverse effect on our ability to continue with our business plans.

Government Contracts. We are party to two U.S. government contracts, one with the Defense Advanced Research Project Agency (or DARPA), and the other with the United States Department of Energy (or DOE). For more information, see Note 8, “Significant Agreements” to our unaudited condensed consolidated financial statements included in this report, and our 10-K for the year ended December 31, 2016.

Convertible Note Offerings. In January 2017, we issued an additional $19.1 million in aggregate principal amount of 9.50% Convertible Senior Notes due 2019 (or the 2015 144A Notes) in exchange for the cancellation of $15.3 million in aggregate principal amount of outstanding Fidelity Notes, as described in more detail in Note 5, "Debt and Mezzanine Equity" to our unaudited condensed consolidated financial statements included in this report.

In February 2017 and May 2017, we and Total agreed to amend the remaining R&D Note, as described in more detail in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report.

In May, September, October and December 2016 and April and June 2017, we issued $35.0 million in aggregate principal amount of convertible promissory notes to a private investor in offerings registered under the Securities Act, as described in more detail in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report.

Banco Pine/Nossa Caixa Financing. In July 2012, we entered into a Note of Bank Credit and a Fiduciary Conveyance of Movable Goods agreement with each of Nossa Caixa and Banco Pine. Under these instruments, we borrowed an aggregate of R$52.0 million (U.S.$15.7 million based on the exchange rate as of June 30, 2017) as financing for capital expenditures relating to our manufacturing facility in Brotas, Brazil. The loans have a final maturity date of July 15, 2022 and bear a fixed interest rate of 5.5% per year. The loans are also subject to early maturity and delinquency charges upon occurrence of certain events including interruption of manufacturing activities at our manufacturing facility in Brotas, Brazil for more than 30 days, except during sugarcane off-season. The loans are secured by certain of our farnesene production assets at the manufacturing facility in Brotas, Brazil and we were required to provide parent guarantees to each of the lenders. As of June 30, 2017 and December 31, 2016, a principal amount of $12.3 million and $11.0 million, respectively, was outstanding under these loan agreements.

BNDES Credit Facility. In December 2011, we entered into a credit facility with Banco Nacional de Desenvolvimento Econômico e Social (or BNDES), a government-owned bank headquartered in Brazil (or the BNDES Credit Facility) to finance a production site in Brazil. The BNDES Credit Facility was for up to R$22.4 million (U.S.$6.8 million based on the exchange rate as of June 30, 2017), including an initial tranche for R$19.1 million. As of June 30, 2017 and December 31, 2016, we had R$2.9 million (U.S.$0.9 million) and R$7.6 million (U.S.$1.9 million), respectively, in outstanding advances under the BNDES Credit Facility.

The principal of loans under the BNDES Credit Facility is required to be repaid in 60 monthly installments, with the first installment due in January 2013 and the last due in December 2017. Interest payments are due on a monthly basis together with principal payments. The loaned amounts carry interest of 7% per year. Additionally, there is a credit reserve charge of 0.1% on the unused balance from each credit installment from the day immediately after it is made available through its date of use, when it is paid.

The BNDES Credit Facility is collateralized by first priority security interest in certain of our equipment and other tangible assets totaling R$24.9 million (U.S.$7.5 million based on the exchange rate as of December 31, 2016). We are a parent guarantor for the payment of the outstanding balance under the BNDES Credit Facility. Additionally, we were required to provide a bank guarantee equal to 10% of the total approved amount (R$22.4 million in total debt) available under the BNDES Credit Facility. The BNDES Credit Facility contains customary events of default, including payment failures, failure to satisfy other obligations under the credit facility or related documents, defaults in respect of other indebtedness, bankruptcy, insolvency and inability to pay debts when due, material judgments, and changes in control of Amyris Brasil. If any event of default occurs, BNDES may terminate its commitments and declare immediately due all borrowings under the facility.

FINEP Credit Facility. In November 2010, we entered into a credit facility with Financiadora de Estudos e Projetos (or FINEP), a state-owned company subordinated to the Brazilian Ministry of Science and Technology (or the FINEP Credit Facility) to finance a research and development project on sugarcane-based biodiesel (or the FINEP Project) and provided for loans of up to an aggregate principal amount of R$6.4 million (U.S.$1.9 million based on the exchange rate as of June 30, 2017) which are secured by a chattel mortgage on certain equipment of Amyris as well as by bank letters of guarantee. All available credit under this facility was fully drawn. As of June 30, 2017 and December 31, 2016, the total outstanding loan balance under this credit facility was R$2.0 million (U.S.$0.6 million) and R$2.3 million (U.S.$0.7 million), respectively.

Interest on loans drawn under the FINEP Credit Facility is fixed at 5.0% per annum. In case of default under, or non-compliance with, the terms of the agreement, the interest on loans will be dependent on the long-term interest rate as published by the Central Bank of Brazil (such rate, the TJLP). If the TJLP at the time of default is greater than 6%, then the interest will be 5.0% plus a TJLP adjustment factor, otherwise the interest will be at 11.0% per annum. In addition, a fine of up to 10.0% will apply to the amount of any obligation in default. Additional interest on late balances will be 1.0% interest per month, levied on the overdue amount. Payment of the outstanding loan balance is being made in 81 monthly installments, which commenced in July 2012 and extends through March 2019. Interest on loans drawn and other charges are paid on a monthly basis and commenced in March 2011.

Senior Secured Loan Facility. In March 2014, we entered into a Loan and Security Agreement (or the LSA) with Hercules Technology Growth Capital, Inc. (or Hercules) to make available to Amyris a secured loan facility (or the Senior Secured Loan Facility) in an initial aggregate principal amount of up to $25.0 million, which loan facility was fully drawn at the closing. The LSA was subsequently amended in June 2014, March 2015 and November 2015 to extend additional credit facilities in an aggregate amount of up to $30,960,000, of which $15,960,000 was drawn, extend the maturity date of the loans, and remove, add and/or modify certain covenants and agreements under the LSA. In connection with such amendments, we paid aggregate fees of $1,450,000 to Hercules.

In June 2016, we were notified by Hercules that it had transferred and assigned its rights and obligations under the Senior Secured Loan Facility to Stegodon Corporation (or Stegodon), an affiliate of Ginkgo Bioworks, Inc. (or Ginkgo). In June 2016, in connection with the execution of an initial strategic partnership agreement with Ginkgo, we received a deferment from Stegodon of all scheduled principal repayments under the Senior Secured Loan Facility, as well as a waiver of the covenant in the LSA requiring us to maintain unrestricted, unencumbered cash in defined U.S. bank accounts in an amount equal to at least 50% of the principal amount of the loans then outstanding under the Senior Secured Loan Facility (or the Minimum Cash Covenant), through October 31, 2016. Refer to Note 8, “Significant Agreements” to our unaudited condensed consolidated financial statements included in this report for additional details. In October 2016, in connection with the execution of a definitive collaboration agreement with Ginkgo (or the Ginkgo Collaboration Agreement), we entered into a fourth amendment of the LSA with Stegodon, pursuant to which the parties agreed to (i) subject to our extending the maturity of certain of our other outstanding indebtedness (or the Extension Condition), extend the maturity date of the Senior Secured Loan Facility, (ii) make the Senior Secured Loan Facility interest-only until maturity, subject to the requirement that we apply certain monies received by us under the Ginkgo Collaboration Agreement to repay the amounts outstanding under the Senior Secured Loan Facility, up to a maximum amount of $1 million per month and (iii) waive the Minimum Cash Covenant until the maturity date of the Senior Secured Loan Facility. On January 11, 2017, the maturity date of the Senior Secured Loan Facility was extended to October 15, 2018 due to the Extension Condition being met as a result of the Fidelity Exchange (as defined below). See below under “Fidelity” for additional details. This modification of the Senior Secured Loan Facility was accounted for as a troubled debt restructuring with the future undiscounted cash flows being greater than the carrying value of the debt prior to extension. No gain was recorded and a new effective interest rate was established based on the carrying value of the debt and the revised cash flows. Subsequently, in January 2017, in connection with Stegodon granting certain waivers of the debt and transfer covenants under the LSA, we entered into a fifth amendment of the LSA with Stegodon, pursuant to which we agreed to apply additional monies received by us under the Ginkgo Collaboration Agreement towards repayment of the outstanding loans under the Senior Secured Loan Facility, up to a maximum amount of $3 million.

Certain of the loans under the Senior Secured Loan Facility accrue interest at a rate per annum equal to the greater of (i) the prime rate reported in the Wall Street Journal plus 6.25% and (ii) 9.50%, and certain of the loans under the Senior Secured Loan Facility accrued interest at a rate per annum equal to the greater of (i) the prime rate reported in the Wall Street Journal plus 5.25% and (ii) 8.5%. We may repay the outstanding amounts under the Senior Secured Loan Facility in full before the maturity date (October 15, 2018) if we pay an additional fee equal to 1% of the outstanding loans as well as an end of term charge in an aggregate amount of $3,267,200. In addition, we have agreed to pay (i) a fee of $425,000 on or prior to December 31, 2017 and (ii) a fee of $450,000 on or prior to the maturity date of the loans under the Senior Secured Loan Facility in connection with certain waivers and releases under the LSA granted in connection with the formation of our cosmetics joint venture in December 2016.

As of June 30, 2017, $27.8 million was outstanding under the Senior Secured Loan Facility, net of discount and issuance costs of $0.7 million. The Senior Secured Loan Facility is secured by liens on our assets, including on certain intellectual property. The Senior Secured Loan Facility includes customary events of default, including failure to pay amounts due, breaches of covenants and warranties, material adverse effect events, certain cross defaults and judgments, and insolvency. If an event of default occurs, Stegodon may require immediate repayment of all amounts outstanding under the Senior Secured Loan Facility.

February 2016 Private Placement. In February 2016, we sold and issued to certain purchasers affiliated with members of our board of directors an aggregate of $20.0 million of unsecured promissory notes and warrants for the purchase of an aggregate of 190,477 shares of our common stock, as described in more detail in in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report. In May 2017, $18.0 million of such notes were exchanged for preferred stock and warrants to purchase common stock in the May 2017 Offerings, as described in more detail in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report.

June 2016 Private Placement. In June 2016, we sold and issued $5.0 million in aggregate principal amount of secured promissory notes to Foris Ventures, LLC (or Foris), an entity affiliated with director John Doerr of Kleiner Perkins Caufield & Byers, a current stockholder, as described in more detail in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report. In May 2017, these notes were exchanged for preferred stock and warrants to purchase common stock in the May 2017 Offerings, as described in more detail in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report.

October 2016 Private Placements. In October 2016, we sold and issued to Foris and Ginkgo, respectively, $6.0 million and $8.5 million in principal amount of secured promissory notes, as described in more detail in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report. In May 2017, $11.0 million of such notes held by Foris were exchanged for preferred stock and warrants to purchase common stock in the May 2017 Offerings, as described in more detail in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report.

Guanfu Credit Facility. In October 2016, we entered into a credit agreement with Guanfu Holding Co., Ltd. to make available to the Company an unsecured credit facility with an aggregate principal amount of up to $25.0 million, which amount was fully drawn on June 30, 2017, as described in more detail in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report.

Salisbury Purchase Money Promissory Note. In December 2016, we sold and issued a purchase money promissory note in the principal amount of $3.5 million to Salisbury Partners, LLC in connection with our purchase of a production facility in Leland, North Carolina, as described in more detail in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report. The loan was repaid in January 2017 using the proceeds of the Nikko Promissory Note.

Nikko Promissory Note. In December 2016, we sold and issued a promissory note in the principal amount of $3.9 million to Nikko Chemicals Co., Ltd. in connection with the formation of our Aprinnova joint venture, as described in more detail in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report.

Ginkgo Collaboration Note. In April 2017, we issued a secured promissory note to Ginkgo, in the principal amount of $3 million, in satisfaction of certain payments owed to Ginkgo under the Ginkgo Collaboration Agreement, as described in more detail in Note 5, “Debt and Mezzanine Equity” and Note 8, “Significant Agreements” to our unaudited condensed consolidated financial statements included in this report.

Equity Offerings. In December 2012, we completed a private placement of approximately 945,190 shares of our common stock for aggregate cash proceeds of $37.2 million, of which $22.2 million was received in December 2012 and $15.0 million was received in January 2013. Of the 945,190 shares issued in the private placement, 111,857 of such shares were issued to Total in exchange for cancellation of $5.0 million of an outstanding convertible promissory note we previously issued to Total.

In March 2013, we completed a private placement of 102,250 shares of our common stock to Biolding Investment SA (or Biolding), which is affiliated with one of our directors, for aggregate proceeds of $5.0 million. This private placement represented the final tranche of Biolding's preexisting contractual obligation to fund $15.0 million upon satisfaction by us of certain criteria associated with the commissioning of our production plant in Brotas, Brazil.

In March 2014, we completed a private placement of 62,894 shares of our common stock to Kuraray for aggregate proceeds of $4.0 million.

In July 2015, we entered into a Securities Purchase Agreement with certain purchasers, including entities affiliated with members of our board of directors, under which we agreed to sell approximately 1,068,377 shares of our common stock at a price of $23.40 per share, for aggregate proceeds to the Company of $25 million. The sale of common stock under the Securities Purchase Agreement was completed on July 29, 2015. Pursuant to the Securities Purchase Agreement, the Company granted to each of the purchasers a warrant for the purchase of a number of shares of the Company’s common stock equal to 10% of the shares purchased by such investor. As of June 30, 2017, 10,685 of such warrants had been exercised.

In May 2016, we sold and issued 292,398 shares of our common stock to the Bill & Melinda Gates Foundation in a private placement at a purchase price per share equal to approximately $17.10, for aggregate proceeds to the Company of $5.0 million.

In May 2017, we sold and issued shares of preferred stock and warrants to purchase common stock to investors, as described in more detail in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report.

See Note 14, “Subsequent Events” to our unaudited condensed consolidated financial statements included in this report for details regarding equity offerings completed subsequent to June 30, 2017.

Cash Flows during the Six Months Ended June 30, 2017 and 2016

Cash Flows from Operating Activities

Our primary uses of cash from operating activities are costs related to production and sales of our products and personnel-related expenditures, offset by cash received from product sales, grants and collaborations. Cash used in operating activities was $60.2 million and $39.0 million for the six months ended June 30, 2017 and 2016, respectively.

Net cash used in operating activities of $60.2 million for the six months ended June 30, 2017 was attributable to our net loss of $36.8 million, a gain from a change in the fair value of derivative instruments of $38.1 million, net unfavorable non-cash adjustments of $21.5 million and a net increase in operating assets of $2.0 million. The $21.5 net unfavorable non-cash adjustments to net loss were primarily comprised of $7.6 million of amortization of debt discount and issuance costs, $5.6 million of depreciation and amortization, and $2.7 million of stock-based compensation, offset by a $2.7 million receipt of equity in another company in connection with a collaboration arrangement. The $2.0 million increase in net operating assets was primarily comprised of a $4.2 million increase in prepaid expenses and a $3.7 million increase in accounts receivable, partly offset by a $8.4 million increase in accrued and other liabilities.

Net cash used in operating activities of $39.0 million for the six months ended June 30, 2016 was attributable to our net loss of $28.9 million and non-cash adjustments of $24.0 million, which were primarily comprised of a $42.6 million gain on change in the fair value of derivative instruments related to the embedded derivative liabilities associated with our senior convertible promissory notes and currency interest rate swap derivative liability. A $13.9 million net decrease in net operating assets was primarily comprised of an $8.1 million increase in accrued and other liabilities, a $1.9 million decrease in inventory and a $1.7 million decrease in prepaid expense and other assets.

Cash Flows from Investing Activities

Our investing activities consist primarily of capital expenditures and changes in our restricted cash balances. Net cash used by investing activities was $1.3 million for the six months ended June 30, 2017, primarily resulting from a $1.0 million increase in restricted cash and $0.3 million of purchases of property, plant and equipment.

Net cash used in investing activities was $0.2 million for the six months ended June 30, 2016, primarily resulting from $0.4 million of purchases of property, plant and equipment, net of net investment activity of $0.2 million.

Cash Flows from Financing Activities

Net cash provided by financing activities was $39.4 million for the six months ended June 30, 2017, primarily due to the receipt of $50.7 million of proceeds from common and preferred stock issued and $12.5 million of proceeds from debt issued, partly offset by $24.4 million of principal payments on debt.

Net cash provided by financing activities was $27.8 million for the six months ended June 30, 2016, primarily due to the receipt of $25.0 million of proceeds from debt issued to a related party, $10.0 million of proceeds from debt issued and $5.0 million from proceeds from issuance of contingently redeemable equity, partly offset by $6.6 million of principal payments on debt and a $5.0 million increase in restricted cash related to contingently redeemable equity.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any material off-balance sheet arrangements, as defined under SEC rules, such as relationships with unconsolidated entities or financial partnerships, which are often referred to as structured finance or special purpose entities, established for the purpose of facilitating financing transactions that are not required to be reflected on our condensed consolidated financial statements.

Contractual Obligations

The following is a summary of our contractual obligations as of June 30, 2017 (in thousands):

	Total		2017		2018		2019		2020		2021		Thereafter
Principal payments on debt⁽¹⁾	$	191,020	$	4,646	$	52,322	$	101,107	$	2,196	$	27,207	$	3,542
Interest payments on debt, fixed rate⁽²⁾		36,317		7,428		15,726		7,144		2,863		2,640		516
Operating leases		42,277		3,406		6,889		6,776		7,006		7,242		10,958
Principal payments on capital leases		631		511		99		21		—		—		—
Interest payments on capital leases		27		19		7		1		—		—		—
Terminal storage costs		78		39		39		—		—		—		—
Purchase obligations⁽³⁾		911		882		29		—		—		—		—
Total	$	271,261	$	16,931	$	75,111	$	115,049	$	12,065	$	37,089	$	15,016

____________________

⁽¹⁾

The forecast payments assume no proceeds to be received by the Company under the Ginkgo Collaboration Agreement, which, if received, would need to be applied by the Company towards repayment of the debt due to Stegodon, as described above and in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report. Includes $3.5 million for the remainder of 2017 related to Nomis Bay convertible note which, at the Company’s election, may be settled in shares or cash.

⁽²⁾

Does not include any obligations related to make-whole interest or downround provisions. The fixed interest rates are more fully described in Note 5, "”Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report.

⁽³⁾

Purchase obligations include noncancelable contractual obligations.

Recent Accounting Pronouncements

The information contained in Note 2 to the Unaudited Condensed Consolidated Financial Statements under the heading "Recent Accounting Pronouncements" is hereby incorporated by reference into this Part I, Item 2.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk inherent in our market risk sensitive instruments and positions is the potential loss arising from adverse changes in: commodity market prices, foreign currency exchange rates, and interest rates as described below.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and our outstanding debt obligations (including embedded derivatives therein). We generally invest our cash in investments with short maturities or with frequent interest reset terms. Accordingly, our interest income fluctuates with short-term market conditions. As of June 30, 2017, our investment portfolio consisted primarily of money market funds and certificates of deposit, all of which are highly liquid investments. Due to the short-term nature of our investment portfolio, we do not believe that an immediate 10% increase in interest rates would have a material effect on the fair value of our portfolio. Since we believe we have the ability to liquidate this portfolio, we do not expect our operating results or cash flows to be materially affected to any significant degree by a sudden change in market interest rates on our investment portfolio. Additionally, as of June 30, 2017, 100% of our outstanding debt is in fixed rate instruments or instruments which have capped rates. Therefore, our exposure to the impact of variable interest rates is limited. Changes in interest rates may significantly change the fair value of our embedded derivative liabilities.

Foreign Currency Risk

Most of our sales contracts are principally denominated in U.S. dollars and, therefore, our revenues are currently not subject to significant foreign currency risk. The functional currency of our wholly-owned consolidated subsidiary in Brazil is the local currency (Brazilian real) in which recurring business transactions occur. We do not use currency exchange contracts as hedges against amounts permanently invested in our foreign subsidiary. The amount we consider permanently invested in our foreign subsidiary and translated into U.S. dollars using the June 30, 2017 exchange rate is $ 117.6 million as of June 30, 2017 and $119.4 million at December 31, 2016. The increase in the permanent investments in our foreign subsidiary between December 31, 2016 and June 30, 2017 is due to the depreciation of the U.S. dollar versus the Brazilian real. The potential loss in value, which would be principally recognized in Other Comprehensive Loss, resulting from a hypothetical 10% adverse change in quoted Brazilian real exchange rates, is $11.8 million and $11.9 million as of June 30, 2017 and December 31, 2016, respectively. Actual results may differ.

We make limited use of derivative instruments, which include currency interest rate swap agreements, to manage the Company's exposure to foreign currency exchange rate and interest rate related to the Company's Banco Pine loan. In June 2012, we entered into a currency interest rate swap arrangement with Banco Pine for R$22.0 million (US$6.7 million based on the exchange rate as of June 30, 2017). The swap arrangement exchanges the principal and interest payments under the Banco Pine loan entered into in July 2012 for alternative principal and interest payments that are subject to adjustment based on fluctuations in the foreign exchange rate between the U.S. dollar and Brazilian real. The swap has a fixed interest rate of 3.94%. This arrangement hedges the fluctuations in the foreign exchange rate between the U.S. dollar and Brazilian real.

We analyzed our foreign currency exposure to identify assets and liabilities denominated in other currencies. For those assets and liabilities, we evaluated the effects of a 10% shift in exchange rates between those currencies and the U.S. dollar. We have determined that there would be an immaterial effect on our results of operations from such a shift.

Commodity Price Risk

Our primary exposure to market risk for changes in commodity prices currently relates to our purchases of sugar feedstocks. When possible, we manage our exposure to this risk primarily through the use of supplier pricing agreements.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Based on management’s evaluation (with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO)), as of the end of the period covered by this report, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Internal Controls

Our management, including the CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II

ITEM 1. LEGAL PROCEEDINGS

In June 2017, an alleged shareholder, Pedro Gutierrez, caused a purported shareholder derivative suit entitled Gutierrez v. John G. Melo et al., Case. No. BC 665782, to be filed in the Superior Court for the State of California, County of Los Angeles. The lawsuit names Amyris, Inc. as a nominal defendant and names a number of the Company’s current officers and directors as additional defendants. The lawsuit seeks to recover, on the Company’s behalf, unspecified damages purportedly sustained by the Company in connection with allegedly misleading statements and/or omissions made in connection with the Company’s securities filings. It also seeks a series of changes to the Company’s corporate governance policies, restitution to the Company from the individual defendants, and an award of attorneys’ fees. This purported shareholder derivative action is based on substantially the same facts as the securities class action described above. We do not believe the claims in the complaint have merit, and intend to defend ourselves vigorously.

We may be involved, from time to time, in legal proceedings and claims arising in the ordinary course of our business. Such matters are subject to many uncertainties and there can be no assurance that legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our business, results of operations, financial position or cash flows.

ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information set forth in this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition or future results. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely harmed. The trading price of our common stock could decline due to any of these risks, and, as a result, you may lose all or part of your investment.

Risks Related to Our Business

We have incurred losses to date, anticipate continuing to incur losses in the future, and may never achieve or sustain profitability.

We have incurred significant losses in each year since our inception and believe that we will continue to incur losses and negative cash flow from operations into at least 2018. As of June 30, 2017, we had an accumulated deficit of $1.2 billion and had cash, cash equivalents and short term investments of $6.6 million. We have significant outstanding debt, a significant working capital deficit and contractual obligations related to capital and operating leases, as well as purchase commitments of $1.6 million. As of June 30, 2017, our debt totaled $165.3 million, net of discount and issuance costs of $26.0 million, of which $13.3 million is classified as current. Our debt service obligations over the next twelve months are significant, including approximately $7.2 million of anticipated interest payments (excluding interest paid in kind by adding to outstanding principal) and may include potential early conversion payments of up to approximately $6.9 million (assuming all note holders convert) under our outstanding 9.50% Convertible Senior Notes due 2019 (or the “2015 144A Notes”). Furthermore, our debt agreements contain various financial and operating covenants, including restrictions on business that could cause us to be at risk of defaults. We expect to incur additional costs and expenses related to the continued development and expansion of our business, including construction and operation of our manufacturing facilities, contract manufacturing, research and development operations, and operation of our pilot plants and demonstration facility. There can be no assurance that we will ever achieve or sustain profitability on a quarterly or annual basis.

Our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2017 have been prepared on the basis that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred significant losses since our inception and we expect that we will continue to incur losses as we aim to successfully execute our business plan and will be dependent on additional public or private financings, collaborations or licensing arrangements with strategic partners, or additional credit lines or other debt financing sources to fund continuing operations. Based on our cash balances and recurring losses since inception, there is substantial doubt about our ability to continue as a going concern within one year after the date that these financial statements are issued. Our operating plans for the remainder of 2017 and 2018 contemplate a significant reduction in our net cash outflows resulting from (i) growth of sales of existing and new products with positive gross margins, (ii) reduced production costs as a result of manufacturing and technical developments, (iii) cash inflows from collaborations and (iv) access to various financing commitments. In addition, as noted below, for our 2018 operating plan, we are dependent on funding from sources that are not subject to existing commitments. We may need to obtain additional funding from equity or debt financings, which may require us to agree to burdensome covenants, grant further security interests in our assets, enter into collaboration and licensing arrangements that require us to relinquish commercial rights, or grant licenses on terms that are not favorable. No assurance can be given at this time as to whether we will be able to achieve our expense reduction or fundraising objectives, regardless of the terms. If we are unable to raise additional financing, or if other expected sources of funding are delayed or not received, our ability to continue as a going concern would be jeopardized and we may be forced to delay, scale back or eliminate some of our general and administrative, research and development, or production activities or other operations and reduce investment in new product and commercial development efforts in an effort to provide sufficient funds to continue our operations. If any of these events occurs, our ability to achieve our development and commercialization goals would be adversely affected. In addition, if we are unable to continue as a going concern, we may be unable to meet our obligations under our existing debt facilities, which could result in an acceleration of our obligation to repay all amounts outstanding under those facilities, and we may be forced to liquidate our assets. In such a scenario, the value we receive for our assets in liquidation or dissolution could be significantly lower than the value reflected in our financial statements.

Our unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, which could have a material adverse effect on our financial condition and cause investors to suffer the loss of all or a substantial portion of their investment.

We have limited experience producing our products at commercial scale and may not be able to commercialize our products to the extent necessary to sustain and grow our current business.

To commercialize our products, we must be successful in using our yeast strains to produce target molecules at commercial scale and at a commercially viable cost. If we cannot achieve commercially-viable production economics for enough products to support our business plan, including through establishing and maintaining sufficient production scale and volume, we will be unable to achieve a sustainable integrated renewable products business. Virtually all of our production capacity is through a purpose-built, large-scale production plant in Brotas, Brazil. This plant commenced operations in 2013, and scaling and running the plant has been, and continues to be, a time-consuming, costly, uncertain and expensive process. Given our limited experience commissioning and operating our own manufacturing facilities and our limited financial resources, we cannot be sure that we will be successful in achieving production economics that allow us to meet our plans for commercialization of various products we intend to offer. In addition, our attempts to scale production of new molecules are subject to uncertainty and risk. For example, even to the extent we successfully complete product development in our laboratories and pilot and demonstration facilities, and at contract manufacturing facilities, we may be unable to translate such success to large-scale, purpose-built plants. If this occurs, our ability to commercialize our technology will be adversely affected and we may be unable to produce and sell any significant volumes of our products. Furthermore, with respect to products that we are able to bring to market, we may not be able to lower the cost of production, which would adversely affect our ability to sell such products profitably. In addition, we will likely need to identify and secure access to additional production capacity to satisfy anticipated volume requirements. There can be no assurance that we will be able obtain such capacity on favorable or acceptable terms, if at all, and even if we are successful in obtaining such capacity, there can be no assurance that we will be able to scale and operate any additional plants to allow us to meet our operational goals, which could harm our ability to grow our business.

We will require significant inflows of cash from product sales and collaborations and, if needed, financings to fund our anticipated operations and to service our debt obligations and may not be able to obtain such funding on favorable terms, if at all.

Our planned working capital needs for the remainder of 2017 and 2018, our planned operating and capital expenditures for the remainder of 2017 and 2018, and our ability to service our outstanding debt obligations are dependent on significant inflows of cash from existing and new collaboration partners and product sales and, if needed, financings. We will continue to need to fund our research and development and related activities and to provide working capital to fund production, storage, distribution and other aspects of our business. Some of our anticipated funding sources, such as research and development collaborations, are subject to the risk that we cannot meet milestones, that the collaborations may end prematurely for reasons that may be outside of our control (including technical infeasibility of the project or a collaborator’s right to terminate without cause), or the collaborations are not yet subject to definitive agreements or mandatory funding commitments and, if needed, we may not be able to secure additional types of funding in a timely manner or on reasonable terms, if at all. The inability to generate sufficient cash flow, as described above, could have an adverse effect on our ability to continue with our business plans and our status as a going concern.

If we are unable to raise additional funding, or if other expected sources of funding are delayed or not received, our ability to continue as a going concern would be jeopardized and we would take the following actions:

•

Shift focus to existing products and customers with significantly reduced investment in new product and commercial development efforts.

•

Reduce production activity at our Brotas manufacturing facility to levels only sufficient to satisfy volumes required for product revenues forecast from existing products and customers.

•

Reduce expenditures for third party contractors, including consultants, professional advisors and other vendors.

•

Reduce or delay uncommitted capital expenditures, including non-essential facility and lab equipment, and information technology projects.

•

Closely monitor the Company's working capital position with customers and suppliers, as well as suspend operations at pilot plants and demonstration facilities.

Implementing this plan could have a negative impact on our ability to continue our business as currently contemplated, including, without limitation, delays or failures in our ability to:

•

Achieve planned production levels;

•

Develop and commercialize products within planned timelines or at planned scales; and

•

Continue other core activities.

Future revenues are difficult to predict, and our failure to predict revenue accurately may cause our results to be below our expectations or those of analysts or investors and could result in our stock price declining.

Our revenues are comprised of product revenues and grants and collaborations revenues. We generate the substantial majority of our product revenues from sales to collaborators and distributors and only a small portion from direct sales. Our collaboration, supply and distribution agreements do not usually include any specific purchase obligations. The sales volume of our products in any given period has been difficult to predict. A significant portion of our product sales is dependent upon the interest and ability of third party distributors to create demand for, and generate sales of, such products to end-users. For example, if such distributors are unsuccessful in creating pull-through demand for our products with their customers, such distributors may purchase less of our products from us than we expect. In addition, many of our new and novel products are intended to be a component of other companies’ products; therefore, sales of our products may be contingent on our collaborators’ and/or customers’ timely and successful development and commercialization of end-use products that incorporate our products, and price volatility in the markets for such end-use products, which may include commodities, could adversely affect the demand for our products and the margin we receive for our product sales, which could harm our financial results. Furthermore, we have begun to market and sell some of our products directly to end-consumers, initially in the cosmetics market. Because we have little experience in marketing and selling directly to consumers, it is difficult to predict how successful our efforts will be and we may not achieve the product sales we expect to achieve on the timeline we anticipate, if at all.

In addition, we have in the past entered into, and expect in the future to enter into, research and development collaboration arrangements pursuant to which we receive payments from our collaborators. Some of such collaboration arrangements include advance payments in consideration for grants of exclusivity or research and development activities to be performed by us. It has in the past been difficult for us to know with certainty when we will sign a new collaboration arrangement and receive payments thereunder. As a result, achievement of our quarterly and annual financial goals has been difficult to forecast with certainty. Once a collaboration agreement has been signed, receipt of cash payments and/or recognition of related revenues may depend on our achievement of research, development, production or cost milestones, which may be difficult to predict. In addition, a portion of the advance payments we receive under our collaboration agreements is typically classified as deferred revenue and recognized over multiple quarters or years. Since our business model depends in part on collaboration agreements with advance payments that we recognize over time, it may also be difficult for us to rapidly increase our revenues through additional collaborations in any period, as revenue from such new collaborations will often be recognized over multiple quarters or years.

These factors have made it difficult to predict future revenues and have resulted in our revenues being below our previously announced guidance or analysts’ estimates. We continue to face these risks in the future, which may cause our stock price to decline.

A limited number of customers, collaboration partners and distributors account for a significant portion of our revenues, and the loss of major customers, collaboration partners or distributors could harm our operating results.

Our revenues have varied significantly from quarter to quarter and are dependent on sales to, and collaborations with, a limited number of customers, collaboration partners and/or distributors. We cannot be certain that customers, collaboration partners and/or distributors that have accounted for significant revenues in past periods, individually or as a group, will continue to generate similar revenues in any future period. If we fail to renew with, or if we lose, a major customer, collaborator or distributor or group of customers, collaborators or distributors, our revenues could decline if we are unable to replace the lost revenues with revenues from other sources.

Our existing financing arrangements may cause significant risks to our stockholders and may impact our ability to pursue certain transactions and operate our business.

As of June 30, 2017, our debt totaled $165.3 million, net of discount and issuance costs of $26.0 million, of which $13.3 million of the debt is classified as current. Our cash balance is substantially less than the principal amount of our outstanding debt, and we will be required to generate cash from operations or raise additional working capital through future financings or sales of assets to enable us to repay this indebtedness as it becomes due. There can be no assurance that we will be able to do so.

In addition, we have agreed to significant covenants in connection with our debt financing transactions, including restrictions on our ability to incur future indebtedness, and customary events of default, including failure to pay amounts due, breaches of covenants and warranties, material adverse effect events, certain cross defaults and judgments, and insolvency. A failure to comply with the covenants and other provisions of our debt instruments, including any failure to make a payment when required would generally result in events of default under such instruments, which could permit acceleration of such indebtedness and could result in a material adverse effect on us. If such indebtedness is accelerated, it would generally also constitute an event of default under our other outstanding indebtedness, permitting acceleration of such other outstanding indebtedness. Any required repayment of our indebtedness as a result of acceleration or otherwise would lower our current cash on hand such that we would not have those funds available for use in our business or for payment of other outstanding indebtedness.

If we are at any time unable to generate sufficient cash flow from operations to service our indebtedness when payment is due, we may be required to attempt to renegotiate the terms of the instruments relating to the indebtedness, seek to refinance all or a portion of the indebtedness or obtain additional financing. There can be no assurance that we would be able to successfully renegotiate such terms, that any such refinancing would be possible or that any additional financing could be obtained on terms that are favorable or acceptable to us, if at all. Any debt financing that is available could cause us to incur substantial costs and subject us to covenants that significantly restrict our ability to conduct our business. If we seek to complete additional equity financings, the interests of existing equity holders may be diluted.

In addition, the covenants in our debt agreements materially limit our ability to take certain actions, including our ability to pay dividends, make certain investments and other payments, undertake certain mergers and consolidations, and encumber and dispose of assets. For example, the purchase agreement for convertible notes that we sold in separate closings in October 2013 and January 2014, which we refer to as the Tranche Notes, requires us to obtain the consent of the holders of a majority of these notes before completing any change of control transaction or purchasing assets in one transaction or a series of related transactions in an amount greater than $20.0 million, in each case while the Tranche Notes are outstanding. In addition, certain of our existing investors, including the investors that purchased the Tranche Notes, have pro rata rights to invest in equity securities that we issue in certain financings, which could delay or prevent us from completing such financings.

Furthermore, certain of our outstanding securities, including the Tranche Notes, the 2015 144A Notes, and warrants that we issued in May 2017, contain anti-dilution adjustment provisions, which may be triggered by future issuances of equity or equity-linked instruments in financing transactions. If such adjustment provisions are triggered, the conversion or exercise price of such securities will decrease and/or the number of shares issuable upon conversion or exercise of such securities will increase. In such event, existing stockholders will be further diluted and the effective issuance price of such equity or equity-linked instruments will be reduced, which may harm our ability to engage in future financing transactions to fund our business.

Our substantial leverage could adversely affect our ability to fulfill our obligations under our existing indebtedness and may place us at a competitive disadvantage in our industry.

We continue to have substantial debt outstanding and we may incur additional indebtedness from time to time to finance working capital, product development efforts, strategic acquisitions, investments and partnerships, or capital expenditures, or for other general corporate purposes, subject to the restrictions contained in our debt agreements. Our significant indebtedness and debt service requirements could adversely affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities. For example, our high level of indebtedness presents the following risks:

•

we will be required to use a substantial portion of our cash flow from operations to pay principal and interest on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, product development efforts, acquisitions, investments and strategic alliances and for other general corporate requirements;

•

our substantial leverage increases our vulnerability to economic downturns and adverse competitive and industry conditions and could place us at a competitive disadvantage compared to those of our competitors that are less leveraged;

•

our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and our industry and could limit our ability to pursue other business opportunities, borrow more money for operations or capital in the future and implement our business strategies;

•

our level of indebtedness and the covenants in our debt instruments may restrict us from raising additional financing on satisfactory terms to fund working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances, and for other general corporate requirements; and

•

our substantial leverage may make it difficult for us to attract additional financing when needed.

A failure to comply with the covenants and other provisions of our debt instruments, including any failure to make a payment when required, could result in events of default under such instruments, which could permit acceleration of such indebtedness. If such indebtedness is accelerated, it could also constitute an event of default under our other outstanding indebtedness, permitting acceleration of such other outstanding indebtedness. Any required repayment of our indebtedness as a result of acceleration or otherwise would lower our current cash on hand such that we would not have those funds available for use in our business or for payment of other outstanding indebtedness.

Our U.S. GAAP operating results could fluctuate substantially due to the accounting for the early conversion payment features of outstanding convertible promissory notes.

Several of our outstanding convertible debt instruments are accounted for under Accounting Standards Codification 815, Derivatives and Hedging, or ASC 815, as an embedded derivative. For instance, with respect to the 2015 144A Notes, if the holders elect convert their 2015 144A Notes, such converting holders will receive an early conversion payment equal to the present value of the remaining scheduled payments of interest that would have been made on the 2015 144A Notes being converted through April 15, 2019, the maturity date of the 2015 144A Notes. Our 6.50% Convertible Senior Notes due 2019, or the 2014 144A Notes, contain a similar early conversion payment feature, provided that the last reported sale price of our common stock for 20 or more trading days (whether or not consecutive) in a period of 30 consecutive trading days ending within five trading days immediately prior to the date we receive a notice of such election to convert exceeds the conversion price in effect on each such trading day. The early conversion payment features of the 2014 144A Notes and the 2015 144A Notes are accounted for under ASC 815 as embedded derivatives. ASC 815 requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The fair value of the derivative is remeasured to fair value at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value of the derivative being charged to earnings (loss). We have determined that we must bifurcate and account for the early conversion payment features of the 2014 144A Notes and the 2015 144A Notes, as well as certain other features of our other convertible debt instruments, as embedded derivatives in accordance with ASC 815. We have recorded these embedded derivative liabilities as non-current liabilities on our consolidated balance sheet with a corresponding debt discount at the date of issuance that is netted against the principal amount of the 2014 144A Notes, the 2015 144A Notes or other convertible debt instrument, as applicable. The derivative liabilities are remeasured to fair value at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value of the derivative liabilities being recorded in other income or loss. There is no current observable market for this type of derivative and, as such, we determine the fair value of the embedded derivatives using the binomial lattice model. The valuation model uses the stock price, conversion price, maturity date, risk-free interest rate, estimated stock volatility and estimated credit spread. Changes in the inputs for these valuation models may have a significant impact on the estimated fair value of the embedded derivative liabilities. For example, an increase in our stock price results in an increase in the estimated fair value of the embedded derivative liabilities. The embedded derivative liabilities may have, on a U.S. GAAP basis, a substantial effect on our balance sheet from quarter to quarter and it is difficult to predict the effect on our future U.S. GAAP financial results, since valuation of these embedded derivative liabilities are based on factors largely outside of our control and may have a negative impact on our earnings and balance sheet. The effects of these embedded derivatives may cause our U.S. GAAP operating results to be below expectations, which may cause our stock price to decline.

If we are not able to successfully commence, scale up or sustain operations at our existing and planned manufacturing facilities, our customer relationships, business and results of operations may be adversely affected.

A substantial component of our planned production capacity in the near and long term depends on successful operations at our existing and potential large-scale production plants. We are currently operating our first purpose-built, large-scale production plant in Brotas, Brazil and may complete construction of certain other facilities in the coming years. Delays or problems in the construction, start-up or operation of these facilities will cause delays in our ramp-up of production and hamper our ability to reduce our production costs. Delays in construction can occur due to a variety of factors, including regulatory requirements and our ability to fund construction and commissioning costs. For example, in 2012 we determined it was necessary to delay further construction of our large-scale manufacturing facility with São Martinho in order to focus on the construction and commissioning of our Brotas facility. We have since permanently ceased construction of the São Martinho facility. In 2016 we produced at capacity at our Brotas facility and will likely need to identify and secure access to additional production capacity based on anticipated volume requirements, either by constructing a new custom-built facility, acquiring an existing facility from a third party, retrofitting an existing facility operated by a current or potential partner or increasing our use of contract manufacturing facilities. In December 2016, we acquired a production facility in Leland, North Carolina, which facility had been previously operated by our partner Glycotech to perform chemical conversion and production of our end-products, and which facility was subsequently transferred to our newly-formed joint venture with Nikko Chemicals Co., Ltd. and Nippon Surfactant Industries Co., Ltd., or, collectively, Nikko, as further described in Note 7, “Joint Ventures and Noncontrolling Interest” to our unaudited condensed consolidated financial statements included in this report. In addition, in February 2017 we broke ground on a second custom-built production facility adjacent to our existing Brotas facility. However, there can be no assurance that we will be able to complete such facility on our expected timeline, if at all.

Once our large-scale production facilities are built, acquired or retrofitted, we must successfully commission them, if necessary, and they must perform as we expect. If we encounter significant delays, cost overruns, engineering issues, contamination problems, equipment or raw material supply constraints, unexpected equipment maintenance requirements, safety issues, work stoppages or other serious challenges in bringing these facilities online and operating them at commercial scale, we may be unable to produce our renewable products in the time frame and at the cost we have planned. Industrial scale fermentation is an emerging field and it is difficult to predict the effects of scaling up production to commercial scale, which involves various risks to the quality and consistency of our molecules. In addition, in order to produce molecules at our existing and potential future plants, we have been and may in the future be required to perform thorough transition activities, and modify the design of the plant. Any modifications to the production plant could cause complications in the operations of the plant, which could result in delays or failures in production. If any of these risks occur, or if we are unable to create or obtain additional manufacturing capacity necessary to meet existing and potential customer demand, we may need to continue to use, or increase our use of, contract manufacturing sources, which generally entail greater cost to us to produce our products and would therefore reduce our anticipated gross margins and may also prevent us from accessing certain markets for our products. Further, if our efforts to increase (or commence, as the case may be) production at these facilities are not successful, our partners may decide not to work with us to develop additional production facilities, demand more favorable terms or delay their commitment to invest capital in our production. If we are unable to create and sustain manufacturing capacity and operations sufficient to satisfy the existing and potential demand of our customers and partners, our business and results of operations may be adversely affected.

Our reliance on the large-scale production plant in Brotas, Brazil subjects us to execution and economic risks.

Our decision to focus our efforts for production capacity on our manufacturing facility in Brotas, Brazil means that we have limited manufacturing sources for our products in 2017 and beyond. While we have undertaken efforts to identify and obtain additional manufacturing capacity, including the manufacturing facility in Leland, North Carolina and the proposed second manufacturing facility at the Brotas site discussed above, there can be no assurance that such efforts will be successful on the timelines or at the cost we require, if at all. Any production delays could have a significant negative impact on our business, including our ability to achieve commercial viability for our products and meeting existing and potential customer demand. With the facility in Brotas, Brazil, we are, for the first time, operating a commercial fermentation and separation facility ourselves. We have in the past faced, and may in the future face, unexpected difficulties associated with the operation of our plants. For example, we have in the past, at certain contract manufacturing facilities and at the Brotas facility, encountered delays and difficulties in ramping up production based on contamination in the production process, problems with plant utilities, lack of automation and related human error, issues arising from process modifications to reduce costs and adjust product specifications or transition to producing new molecules, and other similar challenges. We cannot be certain that we will be able to remedy all of such challenges quickly or effectively enough to achieve commercially viable production costs and volumes.

To the extent we secure collaboration arrangements with new or existing partners, we may be required to make significant capital investments at our existing or new facilities in order to produce molecules or other products for such collaborations. Any failure or difficulties in establishing, building up or retooling our operations for these new collaboration arrangements could have a significant negative impact on our business, including our ability to achieve commercial viability for our products, lead to the inability to meet our contractual obligations and could cause us to allocate capital, personnel and other resources from our organization which could adversely affect our business and reputation.

As part of our arrangement to build the plant in Brotas, Brazil we have an agreement with Tonon Bioenergia S.A., or Tonon, to purchase from Tonon sugarcane juice and syrup corresponding to a certain number of tons of sugarcane per year, along with specified water and vapor volumes. Until this annual volume is reached, we are restricted from purchasing sugarcane juice or syrup for processing in the facility from any third party, subject to limited exceptions, unless we pay the premium to Tonon that we would have paid if we bought the sugarcane juice from them. As such, we will be relying on Tonon to supply such juice and syrup and utilities on a timely basis, in the volumes we need, and at competitive prices. If a third party can offer superior prices and Tonon does not consent to our purchasing from such third party, we would be required to pay Tonon the applicable premium, which would have a negative impact on our production cost. Furthermore, we agreed to pay a price for the juice or syrup that is based on the lower of the cost of two other products produced by Tonon using such juice or syrup, plus a premium. Tonon may not want to sell sugarcane juice or syrup to us if the price of one of the other products is substantially higher than the one setting the price for the juice or syrup we purchase. While the agreement provides that Tonon would have to pay a penalty to us if it fails to supply the agreed-upon volume of syrup or juice for a given month, the penalty may not be enough to compensate us for the increased cost if third-party suppliers do not offer competitive prices. Also, if the prices of the other products produced by Tonon increase, we could be forced to pay those increased prices for production without a related increase in the price at which we can sell our products, reducing or eliminating any margins we can otherwise achieve. If in the future these supply terms no longer provide a viable economic structure for the operation in Brotas, Brazil we may be required to renegotiate our agreement, which could result in manufacturing disruptions and delays. In December 2015, Tonon filed for bankruptcy protection in Brazil. If Tonon is unable to supply sugarcane juice or syrup, water and steam in accordance with our agreement, or if we cannot reach an arrangement with any successor to, or purchaser of, Tonon’s assets on satisfactory terms, if at all, we may not be able to obtain substitute supplies from third parties in necessary quantities or at favorable prices, or at all. In such event, our ability to manufacture our products in a timely or cost-effective manner, or at all, would be negatively affected, which would have a material adverse effect on our business.

Furthermore, as we continue to scale up production of our products, through contract manufacturers, at our existing and planned production plants in Brotas, Brazil and Leland, North Carolina and at any future manufacturing facility, we may be required to store increasing amounts of our products for varying periods of time and under differing temperatures or other conditions that cannot be easily controlled, which may lead to a decrease in the quality of our products and their utility profiles and could adversely affect their value. If our stored products degrade in quality, we may suffer losses in inventory and incur additional costs in order to further refine our stored products or we may need to make new capital investments in shipping, improved storage or sales channels and related logistics, which would reduce our cash on hand.

Loss or termination of contract manufacturing relationships could harm our ability to meet our production goals.

As we have focused on building and commissioning, acquiring or retrofitting our own plants or the plants of existing or potential partners, respectively, and improving our production economics, we have reduced our use of contract manufacturing and have terminated relationships with some of our contract manufacturing partners. The failure to have multiple available supply options for farnesene or other target molecules could create a risk for us if a single source or a limited number of sources of manufacturing runs into operational issues. In addition, if we are unable to secure the services of contract manufacturers when and as needed, we may lose customer opportunities and the growth of our business may be impaired. We cannot be sure that contract manufacturers will be available when we need their services, that they will be willing to dedicate a portion of their capacity to our projects, or that we will be able to reach acceptable price and other terms with them for the provision of their production services. If we shift priorities and adjust anticipated production levels (or cease production altogether) at contract manufacturing facilities, such adjustments or cessations could also result in disputes or otherwise harm our business relationships with contract manufacturers. In addition, reducing or stopping production at one facility while increasing or starting up production at another facility generally results in significant losses of production efficiency, which can persist for significant periods of time. Also, in order for production to commence under our contract manufacturing arrangements, we generally must provide equipment for such operations, and we cannot be assured that such equipment can be ordered or installed on a timely basis, at acceptable costs, or at all. Further, in order to establish new manufacturing facilities, we need to transfer our yeast strains and production processes from our labs to commercial plants controlled by third parties, which may pose technical or operational challenges that delay production or increase our costs.

Our use of contract manufacturers exposes us to risks relating to costs, contractual terms and logistics.

While we have commenced commercial production at our Brotas, Brazil and Leland, North Carolina plants, we continue to commercially produce, process and manufacture some specialty molecules through the use of contract manufacturers, and we anticipate that we will continue to use contract manufacturers for the foreseeable future for chemical conversion and production of end-products and, to mitigate cost and volume risks at our large-scale production facilities, for production of Biofene and other fermentation target compounds. Establishing and operating contract manufacturing facilities requires us to make significant capital expenditures, which reduces our cash and places such capital at risk. Also, contract manufacturing agreements may contain terms that commit us to pay for capital expenditures and other costs and amounts incurred or expected to be earned by the plant operators and owners, which can result in contractual liability and losses for us even if we terminate a particular contract manufacturing arrangement or decide to reduce or stop production under such an arrangement.

The locations of contract manufacturers can pose additional cost, logistics and feedstock challenges. If production capacity is available at a plant that is remote from usable chemical finishing or distribution facilities, or from customers, we will be required to incur additional expenses in shipping products to other locations. Such costs could include shipping costs, compliance with export and import controls, tariffs and additional taxes, among others. In addition, we may be required to use feedstock from a particular region for a given production facility. The feedstock available in such region may not be the least expensive or most effective feedstock for production, which could significantly raise our overall production cost or reduce our product’s quality until we are able to optimize the supply chain.

Our operations rely on sophisticated information technology and equipment systems and infrastructure, a disruption of which could harm our operations.

We rely on various information technology and equipment systems, some of which are dependent on services provided by third parties, to manage our technology platform and operations. These systems provide critical data and services for internal and external users, including procurement and inventory management, transaction processing, financial, commercial and operational data, human resources management, legal and tax compliance information and other information and processes necessary to operate and manage our business. These systems are complex and are frequently updated as technology improves, and include software and hardware that is licensed, leased or purchased from third parties. If our information technology and equipment systems experience breaches or other failures or disruptions, our systems and the information could be compromised. While we have implemented security measures and disaster recovery plans designed to mitigate the effects of any failures or disruption of these systems, such measures may not adequately prevent adverse events such as breaches or failures from occurring or mitigate their severity if they do occur. If our information technology or equipment systems are breached, damaged or fail to function properly due to internal errors or defects, implementation or integration issues, catastrophic events or power outages, we may experience a material disruption in our ability to manage our business operations. Failure or disruption of these systems could have an adverse effect on our operating results and financial condition.

If we are unable to reduce our production costs, we may not be able to produce our products at competitive prices or at a profit, and our ability to grow our business will be limited.

In order to be competitive in the markets we are targeting, our products must have superior qualities or be competitively priced relative to alternatives available in the market. Currently, our costs of production are not low enough to allow us to offer some of our planned products at competitive prices relative to alternatives available in the market. Our production costs depend on many factors that could have a negative effect on our ability to offer our planned products at competitive prices, including, in particular, our ability to establish and maintain sufficient production scale and volume, and feedstock cost. For example, see “We have limited experience producing our products at commercial scale and may not be able to commercialize our products to the extent necessary to sustain and grow our current business,” “Our manufacturing operations require sugar feedstock, energy and steam, and the inability to obtain such feedstock, energy and steam in sufficient quantities or in a timely manner, or at reasonable prices, may limit our ability to produce products profitably or at all,” and “The price of sugarcane and other feedstocks can be volatile as a result of changes in industry policy and may increase the cost of production of our products.”

We face financial risk associated with scaling up production to reduce our production costs. To reduce per-unit production costs, we must increase production to achieve economies of scale and to be able to sell our products with positive margins. However, if we do not sell production output in a timely manner or in sufficient volumes, our investment in production will harm our cash position and generate losses. Additionally, we may incur added costs in storage and we may face issues related to the decrease in quality of our stored products, which could adversely affect the value of such products. Since achieving competitive product prices generally requires increased production volumes and our manufacturing operations and cash flows from sales are in their early stages, we have had to produce and sell products at a loss in the past, and may continue to do so as we build our business. If we are unable to achieve adequate revenues from a combination of product sales and other sources, we may not be able to invest in production and we may not be able to pursue our business plans. In addition, in order to attract potential collaboration or joint venture partners, or to meet payment milestones under existing or future collaboration agreements, we have in the past and may in the future be required to guarantee or meet certain levels of production costs. If we are unable to reduce our production costs to meet such guarantees or milestones, our net cash flow will be further reduced.

Key factors beyond production scale and feedstock cost that impact our production costs include yield, productivity, separation efficiency and chemical process efficiency. Yield refers to the amount of the desired molecule that can be produced from a fixed amount of feedstock. Productivity represents the rate at which our product is produced by a given yeast strain. Separation efficiency refers to the amount of desired product produced in the fermentation process that we are able to extract and the time that it takes to do so. Chemical process efficiency refers to the cost and yield for the chemical finishing steps that convert our target molecule into a desired product. In order to compete successfully in our target markets, we must produce our products at significantly lower costs, which will require both substantially higher yields than we have achieved to date and other significant improvements in production efficiency, including in productivity and in separation and chemical process efficiencies. There can be no assurance that we will be able to make these improvements or reduce our production costs sufficiently to offer our planned products at competitive prices or to attract and maintain collaboration partners, and any such failure could have a material adverse impact on our business and prospects.

Our ability to establish substantial commercial sales of our products is subject to many risks, any of which could prevent or delay revenue growth and adversely impact our customer relationships, business and results of operations.

There can be no assurance that our products will be approved or accepted by customers, that customers will choose our products over competing products, or that we will be able to sell our products profitably at prices and with features sufficient to establish demand. The markets we have entered first are primarily those for specialty chemical products used by large consumer products or specialty chemical companies. In entering these markets, we have sold and we intend to sell our products as alternatives to chemicals currently in use, and in some cases the chemicals that we seek to replace have been used for many years. The potential customers for our molecules generally have well developed manufacturing processes and arrangements with suppliers of the chemical components of their products and may have a resistance to changing these processes and components. These potential customers frequently impose lengthy and complex product qualification procedures on their suppliers, influenced by consumer preference, manufacturing considerations such as process changes and capital and other costs associated with transitioning to alternative components, supplier operating history, established business relationships and agreements, regulatory issues, product liability and other factors, many of which are unknown to, or not well understood by, us. Satisfying these processes may take many months or years. Additionally, we may be subject to product safety testing and may be required to meet certain regulatory and/or product safety standards. Meeting these standards can be a time consuming and expensive process, and we may invest substantial time and resources into such qualification efforts without ultimately securing approval. If we are unable to convince these potential customers (and the consumers who purchase products containing such chemicals) that our products are comparable to the chemicals that they currently use or that the use of our products is otherwise to their benefit, we will not be successful in entering these markets and our business will be adversely affected.

We expect to face competition for our products from existing providers of petroleum-based products and from other companies seeking to provide alternatives to these products, and if we cannot compete effectively against these companies or products we may not be successful in bringing our products to market or further growing our business after we do so.

We expect that our renewable products will compete with both the traditional products that are currently being used in our target markets and with the alternatives to these existing products that established enterprises and new companies are seeking to produce.

In the markets that we are initially entering, and in other markets that we may seek to enter in the future, we will compete primarily with the established providers of ingredients currently used in products in these markets. Producers of these incumbent products include global oil companies, large international chemical companies and companies specializing in specific products, such as squalane or essential oils. We may also compete in one or more of these markets with products that are offered as alternatives to the traditional products being offered in these markets.

With the emergence of many new companies seeking to produce products from alternative sources, we may face increasing competition from such companies. As they emerge, some of these companies may be able to establish production capacity and commercial partnerships to compete with us. If we are unable to establish production and sales channels that allow us to offer comparable products at attractive prices, we may not be able to compete effectively with these companies.

We believe the primary competitive factors in our target markets are:

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product price;

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product performance and other measures of quality;

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infrastructure compatibility of products;

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sustainability; and

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dependability of supply.

The oil companies, large chemical companies and well-established agricultural products companies with whom we compete are much larger than us, have, in many cases, well developed distribution systems and networks for their products, have valuable historical relationships with the potential customers we are seeking to serve and have much more extensive sales and marketing programs in place to promote their products. In order to be successful, we must convince customers that our products are at least as effective as the traditional products they are seeking to replace and we must provide our products on a cost basis that does not greatly exceed these traditional products and other available alternatives. Some of our competitors may use their influence to impede the development and acceptance of renewable products of the type that we are seeking to produce.

We believe that for our chemical products to succeed in the market, we must demonstrate that our products are comparable alternatives to existing products and to any alternative products that are being developed for the same markets based on some combination of product cost, availability, performance, and consumer preference characteristics. In addition, with the wide range of chemical products under development, we must be successful in reaching potential customers and convincing them that ours are effective and reliable alternatives.

Certain rights we have granted to Total, DSM and other existing stockholders, including in relation to our future securities offerings, could have substantial impacts on our company.

Under certain agreements between us and Total related to Total’s original investment in our capital stock, for as long as Total owns 10% of our voting securities, it has rights to an exclusive negotiation period if our board of directors decides to sell our company. In addition, in connection with Total’s investments in Amyris, our certificate of incorporation includes a provision that excludes Total from prohibitions on business combinations between Amyris and an “interested stockholder.” These provisions could have the effect of discouraging potential acquirers from making offers to acquire us, and give Total more access to Amyris than other stockholders if Total decides to pursue an acquisition.

In addition, Total, DSM, Temasek and certain other investors have the right to designate one or more directors to serve on our board of directors pursuant to agreements between us and such investors.

In May 2017, we entered into an agreement with DSM, pursuant to which we agreed (i) that for as long as there is a DSM-designated director serving on our board of directors, we will not engage in certain commercial or financial transactions or arrangements without the consent of such director, (ii) to provide DSM with certain exclusive negotiating rights in connection with certain future commercial projects and arrangements, and (iii) to use a portion of our manufacturing capacity for toll manufacturing of DSM’s products, subject to certain conditions. These provisions could discourage other potential partners from approaching us with business opportunities, and could restrict, delay or prevent us from pursuing or engaging in such opportunities, which could adversely affect our business.

Additionally, in connection with investments in Amyris, we granted certain investors, including Total and DSM, a right of first investment if we propose to sell securities in certain financing transactions. With these rights, such investors may subscribe for a portion of any such new financing and require us to comply with certain notice periods, which could discourage other investors from participating in, or cause delays in our ability to close, such a financing. Further, such investors in certain cases have the right to pay for any securities purchased in connection with an exercise of their right of first investment by cancelling all or a portion of our debt held by them. To the extent such investors exercise these rights, it will reduce the cash proceeds we may realize from the relevant financing.

Our relationship with Ginkgo Bioworks, Inc. exposes us to financial and commercial risks.

In June 2016, we entered into an initial strategic partnership agreement with Ginkgo Bioworks, Inc., or Ginkgo, pursuant to which we licensed certain intellectual property to Ginkgo in exchange for a license fee and royalty, and agreed to pursue the negotiation and execution of a definitive partnership agreement setting forth the terms of a long-term commercial partnership and collaboration arrangement between us and Ginkgo, and in September 2016 we executed a definitive collaboration agreement with Ginkgo setting forth the terms of a commercial partnership under which the parties would collaborate to develop, manufacture and sell commercial products and would share in the value of such products. In connection with the entry into such commercial agreements, we received a waiver under, and subsequently entered into an amendment of, our senior secured credit facility, the agent and lender under which is an affiliate of Ginkgo, which amendment extended, subject to certain conditions which were satisfied in January 2017, the maturity of the loans under the senior secured credit facility, eliminated principal repayments under the facility prior to maturity, subject to the requirement that we apply certain monies received by us under the collaboration agreement with Ginkgo to repay the outstanding loans under the facility, and waived the covenant in the senior secured loan facility requiring the Company to maintain unrestricted, unencumbered cash in defined U.S. bank accounts in an amount equal to at least 50% of the principal amount outstanding under the facility until the maturity date. For more details on our transactions with Ginkgo, please see Note 5, “Debt and Mezzanine Equity” and Note 8, “Significant Agreements” to our unaudited condensed consolidated financial statements included in this report.

There can be no assurance that our partnership with Ginkgo will be successful, and the partnership may prevent us from pursuing other business opportunities in the future or, if pursued, realizing the full value of such opportunities. If the partnership is unsuccessful, our ability to continue with our business plans would be adversely affected. In addition, negative developments in our commercial partnership with Ginkgo could negatively affect our relationship with the agent and lender under our senior secured credit facility, an affiliate of Ginkgo, which could adversely impact our ability to incur additional indebtedness in the future or take other actions the consent for which would be required from the agent and lender under the facility. In such event, our financial condition and business operations could be adversely affected.

If we do not meet technical, development and commercial milestones in our collaboration agreements, our future revenues and financial results will be adversely impacted.

We have entered into a number of agreements regarding the further development of certain of our products and, in some cases, for ultimate sale of certain products to the customer under the agreement. None of these agreements affirmatively obligates the other party to purchase specific quantities of any products, and most contain important conditions that must be satisfied before additional research and development funding or product purchases would occur. These conditions include research and development milestones and technical specifications that must be achieved to the satisfaction of our collaborators, which we cannot be certain we will achieve. If we do not achieve these contractual milestones, our revenues and financial results will be adversely affected.

We are subject to risks related to our reliance on collaboration arrangements to fund development and commercialization of our products and the success of such products is uncertain.

For most product markets we are seeking to enter, we either have or are seeking collaboration partners to fund the research and development, commercialization and production efforts required for the target products. Typically we provide limited exclusive rights and revenue sharing with respect to the production and sale of particular types of products in specific markets in exchange for such up-front funding. These exclusivity, revenue-sharing and other similar terms limit our ability to commercialize our products and technology, and may impact the size of our business or our profitability in ways that we do not currently envision. In addition, revenues from these types of relationships are a key part of our cash plan for 2017 and beyond. If we fail to collect expected collaboration revenues, or to identify and add sufficient additional collaborations to fund our planned operations, we may be unable to fund our operations or pursue development and commercialization of our planned products. To achieve our collaboration revenue targets from year to year, we may be forced to enter into agreements that contain less favorable terms. As part of our current and future collaboration arrangements, we may be required to make significant capital investments at our existing or new facilities in order to produce molecules or other products for such collaborations. Any failure or difficulties in establishing, building up or retooling our operations for these collaboration arrangements could have a significant negative impact on our business, including our ability to achieve commercial viability for our products, lead to the inability to meet our contractual obligations and could cause us to allocate capital, personnel and other resources from our organization which could adversely affect our business and reputation.

With respect to pharmaceutical collaborations, our experience in this industry is limited, so we may have difficulty identifying and securing collaboration partners and customers for pharmaceutical applications of our products and services. Furthermore, our success in the pharmaceutical market depends primarily upon our ability to identify and validate new small molecule compounds of pharmaceutical interest (including through the use of our discovery platform), and identify, test, develop and commercialize such compounds. Our research efforts may initially show promise in discovering potential new therapeutic candidates, yet fail to yield viable product candidates for clinical development for a number of reasons, including:

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because our research methodology, including our screening technology, may not successfully identify medically relevant product candidates;

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we may identify and select from our discovery platform novel untested classes of product candidates for the particular disease indication we are pursuing, which may be challenging to validate because of the novelty of the product candidates, or we may fail to validate at all after further research work;

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our product candidates may cause adverse effects in patients or subjects, even after successful initial toxicology studies, which may make the product candidates unmarketable;

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our product candidates may not demonstrate a meaningful benefit to patients or subjects; or

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collaboration partners may change their development profiles or plans for potential product candidates or abandon a therapeutic area or the development of a partnered product.

Research programs to identify new product targets and candidates require substantial technical, financial and human resources. We may focus our efforts and resources on potential discovery efforts, programs or product candidates that ultimately prove to be unsuccessful.

Our collaboration arrangements may restrict or prevent our future business activity in certain markets or industries, which could harm our ability to grow our business.

As part of our collaboration arrangements in the ordinary course of business, we may grant to our partners exclusive rights with respect to the development, production and/or commercialization of particular products or types of products in specific markets in exchange for up-front funding and/or downstream value sharing arrangements. These rights might inhibit potential collaboration or strategic partners or potential customers from entering into negotiations with us about further business opportunities, and we may be restricted or prevented from engaging with other partners or customers in those markets, which may limit our ability to grow our business.

For example, under our Amended and Restated Jet Fuel Agreement with TAB and our License Agreement regarding Diesel Fuel in the European Union with Total described above, we granted TAB and Total, respectively, certain exclusive rights to produce and commercialize farnesene- or farnesane-based jet and diesel fuel in certain jurisdictions, as well as certain purchase rights. As a result of these agreements, we generally no longer have an independent right to make or sell farnesene- or farnesane-based jet or diesel fuels in such jurisdictions without the approval of TAB or Total, as applicable. If, for any reason, we would like to pursue farnesene- or farnesane-based jet or diesel fuels in such jurisdictions independently or with a third party, these arrangements could impair our ability to develop, produce or commercialize such jet or diesel fuels, which could have a material adverse effect on our business and long term prospects.

In the past, we have had to grant concessions to existing partners in exchange for such partners waiving or modifying their exclusive rights with respect to a particular product, type of product or market so that we could engage with a third party with respect to such product, product type or market. There can be no assurance that existing partners will be willing to grant waivers of or modify their exclusive rights in the future on favorable terms, if at all. If we are unable to engage other potential partners with respect to particular product types or markets for which we have previously granted exclusive rights, our ability to grow our business would be harmed and our results of operations may be adversely effected.

If our collaboration partners are not successful in commercializing products that incorporate our technology, our business and results of operations may be adversely affected.

We rely on our collaboration partners to create demand with end-users for products that incorporate our products and technologies. If such collaboration partners are unable to create such demand, we may not be able to successfully market or sell our products. In addition, while we maintain certain clawback rights to our technology in the event our collaboration partners are unable or unwilling to commercialize the products we create for them under the applicable collaboration arrangement, if our collaboration partners do not commercialize the products covered by our collaboration or supply arrangements, we may be restricted from or unable to market or sell such products or technologies to other potential collaboration partners, which could hinder the growth of our business. If we allocate resources to collaborations that do not lead to products that are commercially viable, our revenues, financial condition and results of operations could be adversely affected.

In addition, certain of our collaboration partners have the right to terminate their agreements with us if we undergo a change of control or a sale of our business, which could discourage a potential acquirer from making an offer to acquire us.

We have limited control over our joint ventures.

As a result of the restructuring of our joint ventures TAB and Novvi during 2016, as discussed above, we do not have the right or power to control the management of such entities, and our joint venture partners may take action with respect to such joint ventures which is contrary to our interests or objectives. In addition, with respect to the joint venture we formed in December 2016 with Nikko relating to our Neossance cosmetic ingredients business, while we hold a 50% equity interest in such joint venture and have a right to appoint one half of its board of directors, our joint venture partners acting together will have the right to designate the Chief Executive Officer and certain other officers, which could restrict our ability to control the operations of such joint venture. If our joint venture partners act contrary to our interest, it could harm our brand, business, results of operations and financial condition. In addition, operating a joint venture often requires additional organizational formalities as well as time-consuming procedures for sharing information and making decisions, which can divert management resources, and if a joint venture partner changes or relationships deteriorate, our success in the joint venture may be materially adversely affected, which could harm our business. Furthermore, with respect to TAB, if we were to experience a change of control or fail to make any required capital contribution to TAB, Total has a right to buy out our interest in TAB at fair market value. If Total were to exercise these rights, we would, in effect, relinquish our economic rights to the intellectual property we have exclusively licensed to TAB, and our ability to seek future revenue from farnesene-based jet fuel outside of Brazil would be adversely affected (or completely prevented). This could significantly reduce the value of our product offerings and have a material adverse effect on our ability to grow our business in the future.

Our manufacturing operations require sugar feedstock, energy and steam, and the inability to obtain such feedstock, energy and steam in sufficient quantities or in a timely manner, or at reasonable prices, may limit our ability to produce our products profitably, or at all.

We anticipate that the production of our products will require large volumes of feedstock. We have relied on a mixture of feedstock sources for use at our contract manufacturing operations, including cane sugar, corn-based dextrose and beet molasses. For our large-scale production facility in Brazil, we are relying primarily on Brazilian sugarcane. We cannot predict the future availability or price of these various feedstocks, nor can we be sure that our mill partners, which we expect to supply the sugarcane feedstock necessary to produce our products in Brazil, will be able to supply it in sufficient quantities or in a timely manner. For example, in December 2015, Tonon, one of our suppliers of sugarcane juice and syrup, filed for bankruptcy protection in Brazil, which may adversely affect its ability to supply us with sugarcane juice and syrup in the future, or we may not be able reach an arrangement with any successor to, or purchaser of, Tonon’s assets to supply us with sugarcane juice and syrup on satisfactory terms, if at all. Furthermore, to the extent we are required to rely on sugar feedstock other than Brazilian sugarcane, the cost of such feedstock may be higher than we expect, increasing our anticipated production costs. Feedstock crop yields and sugar content depend on weather conditions, such as rainfall and temperature. Weather conditions have historically caused volatility in the ethanol and sugar industries by causing crop failures or reduced harvests. Excessive rainfall can adversely affect the supply of sugarcane and other sugar feedstock available for the production of our products by reducing the sucrose content and limiting growers' ability to harvest. Crop disease and pestilence can also occur from time to time and can adversely affect feedstock growth, potentially rendering useless or unusable all or a substantial portion of affected harvests. With respect to sugarcane, our initial primary feedstock, seasonal availability and price, the limited amount of time during which it keeps its sugar content after harvest, and the fact that sugarcane is not itself a traded commodity, increases these risks and limits our ability to substitute supply in the event of such an occurrence. If production of sugarcane or any other feedstock we may use to produce our products is adversely affected by these or other conditions, our production will be impaired, and our business will be adversely affected.

Additionally, our facility in Brotas, Brazil depends on large quantities of energy and steam to operate. We have a supply agreement with Cogeração de Energia Elétrica Rhodia Brotas S.A. pursuant to which we receive energy and steam in sufficient amounts to meet our current needs. However, we cannot predict the future availability or price of energy and steam. If, for whatever reason, we must purchase energy or steam from a different supplier, the cost of such energy and steam may be higher than we expect, increasing our anticipated production costs. Droughts or other weather conditions or natural disasters in Brazil may also affect energy and steam production, cost and availability and, therefore, may adversely affect our production. If our supply and access to energy or steam is adversely affected by these or other conditions, our production will be impaired, and our business will be adversely affected.

The price of sugarcane and other feedstocks can be volatile as a result of changes in industry policy and may increase the cost of production of our products.

In Brazil, Conselho dos Produtores de Cana, Açúcar e Álcool (Council of Sugarcane, Sugar and Ethanol Producers or Consecana), an industry association of producers of sugarcane, sugar and ethanol, sets market terms and prices for general supply, lease and partnership agreements for sugarcane. If Consecana makes changes to such terms and prices, it could result in higher sugarcane prices and/or a significant decrease in the volume of sugarcane available for the production of our products. Furthermore, if Consecana were to cease to be involved in this process, such prices and terms could become more volatile. Similar principles apply to the pricing of other feedstocks as well. Any of these events could adversely affect our business and results of operations.

Our large-scale commercial production capacity is centered in Brazil, and our business will be adversely affected if we do not operate effectively in that country.

For the foreseeable future, we will be subject to risks associated with the concentration of essential product sourcing and operations in Brazil. The Brazilian government has changed in the past, and may change in the future, monetary, taxation, credit, tariff, labor and other policies to influence the course of Brazil's economy. For example, the government's actions to control inflation have at times involved setting wage and price controls, adjusting interest rates, imposing taxes and exchange controls and limiting imports into Brazil. We have no control over, and cannot predict what policies or actions the Brazilian government may take in the future. Our business, financial performance and prospects may be adversely affected by, among others, the following factors:

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delays or failures in securing licenses, permits or other governmental approvals necessary to build and operate facilities and use our yeast strains to produce products;

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rapid consolidation in the sugar and ethanol industries in Brazil, which could result in a decrease in competition;

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political, economic, diplomatic or social instability in or affecting Brazil;

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changing interest rates;

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tax burden and policies;

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effects of changes in currency exchange rates;

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any changes in currency exchange policy that lead to the imposition of exchange controls or restrictions on remittances abroad;

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inflation;

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land reform or nationalization movements;

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changes in labor related policies;

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export or import restrictions that limit our ability to move our products out of Brazil or interfere with the import of essential materials into Brazil;

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changes in, or interpretations of foreign regulations that may adversely affect our ability to sell our products or repatriate profits to the United States;

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tariffs, trade protection measures and other regulatory requirements;

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compliance with United States and foreign laws that regulate the conduct of business abroad;

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compliance with anti-corruption laws recently enacted in Brazil;

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an inability, or reduced ability, to protect our intellectual property in Brazil including any effect of compulsory licensing imposed by government action; and

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difficulties and costs of staffing and managing foreign operations.

We cannot predict whether the current or future Brazilian government will implement changes to existing policies on taxation, exchange controls, monetary strategy, labor relations, social security and the like, nor can we estimate the impact of any such changes on the Brazilian economy or our operations.

Brazil’s economy has recently experienced quarters of slow or negative gross domestic product growth and has experienced high inflation and a growing fiscal deficit of its federal government accounts. In addition, major corruption scandals involving members of the executive, state-controlled enterprises and large private sector companies have been disclosed and are the subject of ongoing investigation by federal authorities. The final outcome of these investigations and their impact on the Brazilian economy is not yet known and cannot be predicted with certainty.

In addition, during the 2016 U.S. presidential election campaign, President Trump made comments suggesting that he was not supportive of certain existing international trade agreements as well as that he might take action to restrict or tax products imported into the U.S. from foreign jurisdictions. At this time, it remains unclear what actions President Trump will or will not take with respect to these international trade agreements or U.S. trade policy. If President Trump takes action to withdraw from or materially modify international trade agreements or place restrictions or tariffs on products imported from Brazil, our business, financial condition and results of operations could be adversely affected.

We maintain operations in foreign jurisdictions other than Brazil, and may in the future expand our operations to additional foreign jurisdictions. Many, if not all of the above-mentioned risks also apply to our operations in such jurisdictions. If any of these risks were to occur, our operations and business would be adversely affected.

Our international operations expose us to the risk of fluctuation in currency exchange rates and rates of foreign inflation, which could adversely affect our results of operations.

We currently incur significant costs and expenses in Brazilian real and may in the future incur additional expenses in foreign currencies and derive a portion of our revenues in the local currencies of customers throughout the world. As a result, our revenues and results of operations are subject to foreign exchange fluctuations, which we may not be able to manage successfully. During the past few decades, the Brazilian currency in particular has faced frequent and substantial exchange rate fluctuations in relation to the United States dollar and other foreign currencies. There can be no assurance that the Brazilian real will not significantly appreciate or depreciate against the United States dollar in the future. We also bear the risk that the rate of inflation in the foreign countries where we incur costs and expenses or the decline in value of the United States dollar compared to those foreign currencies will increase our costs as expressed in United States dollars. For example, future measures by the Central Bank of Brazil to control inflation, including interest rate adjustments, intervention in the foreign exchange market and actions to fix the value of the real, may weaken the United States dollar in Brazil. Whether in Brazil or elsewhere, we may not be able to adjust the prices of our products to offset the effects of inflation or foreign currency appreciation on our cost structure, which could increase our costs and reduce our net operating margins. If we do not successfully manage these risks through hedging or other mechanisms, our revenues and results of operations could be adversely affected.

Ethical, legal and social concerns about products using genetically modified microorganisms could limit or prevent the use of our products and technologies and could harm our business.

Our technologies and products involve the use of genetically modified microorganisms, or GMMs. Public perception about the safety of, and ethical, legal or social concerns over, genetically engineered products, including GMMs, could affect public acceptance of our products. If we are not able to overcome any such concerns relating to our products, our technologies may not be accepted by our customers or end-users. In addition, the use of GMMs has in the past received negative publicity, which could lead to greater regulation or restrictions on imports of our products. Further, there is a risk that products produced using our technologies could cause adverse health effects or other adverse events, which could also lead to negative publicity. If our technologies and products are not accepted by our customers or their end-users due to negative publicity or lack of public acceptance, our business could be significantly harmed.

Our use of genetically-modified feedstocks and yeast strains to produce our products subjects us to risks of regulatory limitations and rejection of our products.

The use of GMMs, such as our yeast strains, is subject to laws and regulations in many countries, some of which are new and some of which are still evolving. In the United States, the Environmental Protection Agency (EPA), regulates the commercial use of GMMs as well as potential products produced from GMMs. Various states or local governments within the United States could choose to regulate products made with GMMs as well. While the strain of genetically modified yeast that we currently use for the development and commercial production of our target molecules, S. cerevisiae, is eligible for exemption from EPA review because it is generally recognized as safe, we must satisfy certain criteria to achieve this exemption, including but not limited to use of compliant containment structures and safety procedures, and we cannot be sure that we will meet such criteria in a timely manner, or at all. If exemption of S. cerevisiae is not obtained, our business may be substantially harmed. In addition to S. cerevisiae, we may seek to use different GMMs in the future that will require EPA approval. If approval of different GMMs is not secured, our ability to grow our business could be adversely affected.

In Brazil, GMMs are regulated by the National Biosafety Technical Commission, or CTNBio. We have obtained approvals from CTNBio to use GMMs in a contained environment in our Brazil facilities for research and development purposes as well as at contract manufacturing facilities in Brazil. In addition, we have obtained initial commercial approvals from CTNBio for two of our yeast strains. As we continue to develop new yeast strains and deploy our technology at new production facilities in Brazil, we will be required to obtain further approvals from CTNBio in order to use these strains in commercial production in Brazil. We may not be able to obtain approvals from relevant Brazilian authorities on a timely basis, or at all, and if we do not, our ability to produce our products in Brazil would be impaired, which would adversely affect our results of operations and financial condition.

In addition to our production operations in the United States and Brazil, we have been party to contract manufacturing agreements with parties in other production locations around the world, including Europe. The use of GMM technology is strictly regulated in the European Union, which has established various directives for member states regarding regulation of the use of such technology, including notification processes for contained use of such technology. We expect to encounter GMM regulations in most, if not all, of the countries in which we may seek to establish production capabilities and/or conduct sales to customers or end-use consumers, and the scope and nature of these regulations will likely be different from country to country. If we cannot meet the applicable requirements in other countries in which we intend to produce or sell products using our yeast strains, or if it takes longer than anticipated to obtain such approvals, our business could be adversely affected. Furthermore, there are various non-governmental and quasi-governmental organizations that review and certify products with respect to the determination of whether products can be classified as “natural” or other similar classifications. While the certification from such non-governmental and quasi-governmental organizations is generally not mandatory, some of our current or prospective customers, collaborators or distributors may require that we meet the standards set by such organizations as a condition precedent to purchasing or distributing our products. We cannot be certain that we will be able to satisfy the standards of such organizations, and any delay or failure to do so could harm our ability to sell or distribute some or all of our products to certain customers and prospective customers, which could have a negative impact on our business.

We may not be able to obtain regulatory approval for the sale of our renewable products.

Our renewable chemical products may be subject to government regulation in our target markets. In the United States, the EPA administers the Toxic Substances Control Act, or the TSCA, which regulates the commercial registration, distribution, and use of many chemicals. Before an entity can manufacture or distribute a new chemical subject to the TSCA, it must file a Pre-Manufacture Notice, or PMN, to add the chemical to a product. The EPA has 90 days to review the filing but may request additional data, which could significantly extend the timeline for approval. As a result, we may not receive EPA approval to list future molecules on the TSCA registry as expeditiously as we would like, resulting in delays or significant increases in testing requirements. A similar program exists in the European Union, called REACH. Under this program, chemicals imported or manufactured in the European Union in certain quantities must be registered with the European Chemicals Agency, and this process could cause delays or entail significant costs. To the extent that other countries in which we are producing or selling (or seeking to produce or sell) our products, such as Brazil and various countries in Asia, rely on TSCA or REACH (or similar laws and programs) for chemical registration or regulation in their jurisdictions, delays with the United States or European authorities, or any relevant authorities in such other countries, may delay entry into these markets as well. In addition, some of our Biofene-derived products are sold for the cosmetics market, and some countries may impose additional regulatory requirements or permits for such uses, which could impair, delay or prevent sales of our products in those markets.

We expect to encounter regulations in most, if not all, of the countries in which we may seek to produce, import or sell our products (and our customers may encounter similar regulations in selling end-use products to consumers), and we cannot assure you that we (or our customers) will be able to obtain necessary approvals in a timely manner or at all. If our products do not meet applicable regulatory requirements in a particular country, then we (or our customers) may not be able to commercialize our products in such country and our business will be adversely affected.

In addition, many of our products are intended to be a component of our collaborators’ and/or customers’ (or their customers’) end-use products. Such end-use products may be subject to various regulations, including regulations promulgated by the EPA or the United States Food and Drug Administration. If our collaborators and customers (or their customers) are not successful in obtaining any required regulatory approval for their end-use products that incorporate our products, or fail to comply with any applicable regulations for such end-use products, whether due to our products or otherwise, demand for our products may decline and our revenues will be adversely affected.

Changes in government regulations, including subsidies and economic incentives, could have a material adverse effect on our business.

The market for renewable chemical products is heavily influenced by foreign, federal, state and local government regulations and policies. Changes to existing or adoption of new domestic or foreign federal, state and local legislative initiatives that impact the production, distribution or sale of renewable chemical products may harm our business. The uncertainty regarding future standards and policies may also affect our ability to develop new renewable products or to license our technologies to third parties and to sell products to our end customers. Any inability to address these requirements and any regulatory or policy changes could have a material adverse effect on our business, financial condition and results of operations.

Furthermore, the production of our products will depend on the availability of feedstock, especially sugarcane. Agricultural production and trade flows are subject to government policies and regulations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives and import and export restrictions on agricultural commodities and commodity products can influence the planting of certain crops, the location and size of crop production, whether unprocessed or processed commodity products are traded, the volume and types of imports and exports, and the availability and competitiveness of feedstocks as raw materials. Future government policies may adversely affect the supply of feedstocks, restrict our ability to use sugarcane or other feedstocks to produce our products, or encourage the use of feedstocks more advantageous to our competitors, which would put us at a commercial disadvantage and could negatively impact our future revenues and results of operations.

We may incur significant costs to comply with environmental laws and regulations, and failure to comply with these laws and regulations could expose us to significant liabilities.

We use hazardous chemicals and radioactive and biological materials in our business, and such materials are subject to a variety of federal, state and local laws and regulations governing the use, generation, manufacture, storage, handling and disposal of these materials in the United States and in Brazil. Although we have implemented safety procedures for handling and disposing of these materials and related waste products in an effort to comply with these laws and regulations, we cannot be sure that our safety measures will prevent accidental injury or contamination from the use, storage, handling or disposal of hazardous materials. In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our insurance coverage. There can be no assurance that violations of environmental, health and safety laws will not occur in the future as a result of human error, accident, equipment failure or other causes. Compliance with applicable environmental laws and regulations may be expensive, and the failure to comply with past, present, or future laws could result in the imposition of fines, third party property damage, product liability and personal injury claims, investigation and remediation costs, the suspension of production, or a cessation of operations, and our liability may exceed our total assets. Liability under environmental laws can be joint and several, without regard to comparative fault, and may be punitive in nature. Furthermore, environmental laws could become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations, which could impair our research, development or production efforts and otherwise harm our business.

A decline in the price of petroleum and petroleum-based products has in the past and may in the future reduce demand for some of our renewable products and may otherwise adversely affect our business.

While many of our products do not compete with, and do not serve as alternatives to, petroleum-based products, we anticipate that some of our renewable products will be marketed as alternatives to corresponding petroleum-based products. The price of oil has fallen significantly in recent years, and accordingly, we may be unable to produce certain of our products as cost-effective alternatives to petroleum-based products. Declining oil prices, or the perception of a sustained or future decline in oil prices, has adversely affected the prices or demand for such products in the past and may do so in the future. During sustained periods of lower oil prices we may be unable to sell such products at anticipated levels, which could negatively impact our operating results.

Our financial results could vary significantly from quarter to quarter and are difficult to predict.

Our revenues and results of operations could vary significantly from quarter to quarter because of a variety of factors, many of which are outside of our control. As a result, comparing our results of operations on a period-to-period basis may not be meaningful. Factors that could cause our quarterly results of operations to fluctuate include:

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achievement, or failure, with respect to technology, product development or manufacturing milestones needed to allow us to enter identified markets on a cost effective basis;

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delays or greater than anticipated expenses associated with the completion, commissioning, acquisition or retrofitting of new production facilities, or the time to ramp up and stabilize production following completion, acquisition or retrofitting of a new production facility or the transition to, and ramp up of, producing new molecules at our existing facilities or a contract manufacturer;

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impairment of assets based on shifting business priorities and working capital limitations;

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disruptions in the production process at any manufacturing facility, including disruptions due to seasonal or unexpected downtime at our facilities as a result of feedstock availability, contamination, safety or other issues or other technical difficulties or the scheduled downtime at our facilities as a result of transitioning our equipment to the production of different molecules;

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losses of, or the inability to secure new, major customers, collaboration partners, suppliers or distributors;

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losses associated with producing our products as we ramp to commercial production levels;

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failure to recover value added tax (VAT) that we currently reflect as recoverable in our financial statements (e.g., due to failure to meet conditions for reimbursement of VAT under local law);

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the timing, size and mix of product sales to customers;

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increases in price or decreases in availability of feedstock;

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the unavailability of contract manufacturing capacity altogether or at reasonable cost;

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exit costs associated with terminating contract manufacturing relationships;

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fluctuations in foreign currency exchange rates;

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gains or losses associated with our hedging activities;

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change in the fair value of derivative instruments;

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fluctuations in the price of and demand for sugar, ethanol, and petroleum-based and other products for which our products are alternatives;

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seasonal variability in production and sales of our products;

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competitive pricing pressures, including decreases in average selling prices of our products;

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unanticipated expenses or delays associated with changes in governmental regulations and environmental, health, labor and safety requirements;

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reductions or changes to existing fuel and chemical regulations and policies;

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departure of executives or other key management employees resulting in transition and severance costs;

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our ability to use our net operating loss carryforwards to offset future taxable income;

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business interruptions such as earthquakes, tsunamis and other natural disasters;

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our ability to integrate businesses that we may acquire;

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our ability to successfully collaborate with joint venture partners;

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risks associated with the international aspects of our business; and

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changes in general economic, industry and market conditions, both domestically and in our foreign markets.

Due to the factors described above, among others, the results of any quarterly or annual period may not meet our expectations or the expectations of our investors and may not be meaningful indications of our future performance.

Loss of key personnel, including key management personnel, and/or failure to attract and retain additional personnel could delay our product development programs and harm our research and development efforts and our ability to meet our business objectives.

Our business involves complex, global operations across a variety of markets and requires a management team and employee workforce that is knowledgeable in the many areas in which we operate. As we continue to build our business, we will need to hire and retain qualified research and development, management and other personnel to succeed. The process of hiring, training and successfully integrating qualified personnel into our operations, in the United States, Brazil and other countries in which we may seek to operate, is a lengthy and expensive one. The market for qualified personnel is very competitive because of the limited number of people available who have the necessary technical skills and understanding of our technology and products, particularly in Brazil. Our failure to hire and retain qualified personnel could impair our ability to meet our research and development and business objectives and adversely affect our results of operations and financial condition.

The loss of any key member of our management or key technical and operational employees, or the failure to attract or retain such employees, could prevent us from developing and commercializing our products for our target markets and executing our business strategy. In addition, we may not be able to attract or retain qualified employees in the future due to the intense competition for qualified personnel among biotechnology and other technology-based businesses, particularly in the renewable chemicals area. Furthermore, reductions to our workforce as part of potential cost-saving measures, such as those discussed above with respect to our 2017 operating plan, may make it more difficult for us to attract and retain key employees. If we do not maintain the necessary personnel to accomplish our business objectives, we may experience staffing constraints that will adversely affect our ability to meet the demands of our collaborators and customers in a timely fashion or to support our internal research and development programs and operations. In particular, our product and process development programs depend on our ability to attract and retain highly skilled technical and operational personnel. Competition for such personnel from numerous companies and academic and other research institutions may limit our ability to do so on acceptable terms. All of our employees are “at-will” employees, which means that either the employee or we may terminate their employment at any time.

Growth may place significant demands on our management and our infrastructure.

We have experienced, and expect to continue to experience, expansion of our business as we continue to make efforts to develop and bring our products to market. We have grown from 18 employees at the end of 2005 to 462 full-time employees at June 30, 2017. Our growth and diversified operations have placed, and may continue to place, significant demands on our management and our operational and financial infrastructure. In particular, continued growth could strain our ability to:

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manage multiple research and development programs;

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operate multiple manufacturing facilities around the world;

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develop and improve our operational, financial and management controls;

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enhance our reporting systems and procedures;

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recruit, train and retain highly skilled personnel;

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develop and maintain our relationships with existing and potential business partners;

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maintain our quality standards; and

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maintain customer satisfaction.

Managing our growth will require significant expenditures and allocation of valuable management resources. If we fail to achieve the necessary level of efficiency in our organization as it grows, our business, results of operations and financial condition would be adversely impacted.

Our proprietary rights may not adequately protect our technologies and product candidates.

Our commercial success will depend substantially on our ability to obtain patents and maintain adequate legal protection for our technologies and product candidates in the United States and other countries. As of June 30, 2017, we had approximately 520 issued United States and foreign patents and approximately 330 pending United States and foreign patent applications that were owned or co-owned by or licensed to us. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies and future products are covered by valid and enforceable patents or are effectively maintained as trade secrets.

We apply for patents covering both our technologies and product candidates, as we deem appropriate. However, filing, prosecuting, maintaining and defending patents on product candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States are less extensive than those in the United States. We may also fail to apply for patents on important technologies or product candidates in a timely fashion, or at all. Our existing and future patents may not be sufficiently broad to prevent others from practicing our technologies or from designing products around our patents or otherwise developing competing products or technologies. In addition, the patent positions of companies like ours are highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of patent claims has emerged to date in the United States and the landscape is expected to become even more uncertain in view of recent rule changes by the United States Patent Office, or USPTO. Additional uncertainty may result from legal decisions by the United States Federal Circuit and Supreme Court as they determine legal issues concerning the scope and construction of patent claims and inconsistent interpretation of patent laws or from legislation enacted by the U.S. Congress. The patent situation outside of the United States is even less predictable. As a result, the validity and enforceability of patents cannot be predicted with certainty. Moreover, we cannot be certain whether:

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we (or our licensors) were the first to make the inventions covered by each of our issued patents and pending patent applications;

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we (or our licensors) were the first to file patent applications for these inventions;

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others will independently develop similar or alternative technologies or duplicate any of our technologies;

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any of our or our licensors' patents will be valid or enforceable;

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any patents issued to us (or our licensors) will provide us with any competitive advantages, or will be challenged by third parties;

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we will develop additional proprietary products or technologies that are patentable; or

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the patents of others will have an adverse effect on our business.

We do not know whether any of our pending patent applications or those pending patent applications that we license will result in the issuance of any patents. Even if patents are issued, they may not be sufficient to protect our technology or product candidates. The patents we own or license and those that may be issued in the future may be challenged, invalidated, rendered unenforceable, or circumvented, and the rights granted under any issued patents may not provide us with proprietary protection or competitive advantages. Moreover, third parties could practice our inventions in territories where we do not have patent protection or in territories where they could obtain a compulsory license to our technology where patented. Such third parties may then try to import products made using our inventions into the United States or other territories. Accordingly, we cannot ensure that any of our pending patent applications will result in issued patents, or even if issued, predict the breadth, validity and enforceability of the claims upheld in our and other companies' patents.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries do not favor the enforcement of patents or other intellectual property rights, which could hinder us from preventing the infringement of our patents or other intellectual property rights. Proceedings to enforce our patent rights in the United States or foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert patent infringement or other claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license from third parties.

Unauthorized parties may attempt to copy or otherwise obtain and use our products or technology. Monitoring unauthorized use of our intellectual property is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology, particularly in certain foreign countries where the local laws may not protect our proprietary rights as fully as in the United States or may provide, today or in the future, for compulsory licenses. If competitors are able to use our technology, our ability to compete effectively could be harmed. Moreover, others may independently develop and obtain patents for technologies that are similar to, or superior to, our technologies. If that happens, we may need to license these technologies, and we may not be able to obtain licenses on reasonable terms, if at all, which could cause harm to our business.

We rely in part on trade secrets to protect our technology, and our failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We rely on trade secrets to protect some of our technology, particularly where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to maintain and protect. Our strategy for contract manufacturing and scale-up of commercial production requires us to share confidential information with our international business partners and other parties. Our product development collaborations with third parties, including with Total and Ginkgo, require us to share confidential information, including with employees of Total and Ginkgo who are seconded to Amyris during the term of the collaboration. While we use reasonable efforts to protect our trade secrets, our or our business partners' employees, consultants, contractors or scientific and other advisors may unintentionally or willfully disclose our proprietary information to competitors. Enforcement of claims that a third party has illegally obtained and is using trade secrets is expensive, time consuming and uncertain. In addition, foreign courts are sometimes less willing than United States courts to protect trade secrets. If our competitors independently develop equivalent knowledge, methods and know-how, we would not be able to assert our trade secrets against them.

We require new employees and consultants to execute proprietary information and inventions agreements upon the commencement of an employment or consulting arrangement with us. We additionally require contractors, advisors, corporate collaborators, outside scientific collaborators and other third parties that may receive trade secret information to execute such agreements. These agreements generally require that all confidential information developed by the individual or made known to the individual by us during the course of the individual's relationship with us be kept confidential and not disclosed to third parties. These agreements also generally provide that inventions conceived by the individual in the course of rendering services to us shall be our exclusive property. Nevertheless, our proprietary information may be disclosed, or these agreements may be unenforceable or difficult to enforce. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent such third party, or those to whom they communicate such technology or information, from using that technology or information to compete with us. Additionally, trade secret law in Brazil differs from that in the United States, which requires us to take a different approach to protecting our trade secrets in Brazil. Some of these approaches to trade secret protection may be novel and untested under Brazilian law and we cannot guarantee that we would prevail if our trade secrets are contested in Brazil. If any of the above risks materializes, our failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We may not be able to fully enforce covenants not to compete with and not to solicit our employees, and therefore we may be unable to prevent our competitors from benefiting from the expertise of such employees.

Our proprietary information and inventions agreements with our employees contain non-compete and non-solicitation provisions. These provisions prohibit our employees from competing directly with our business or proposed business or working for our competitors during their term of employment, and from directly or indirectly soliciting our employees or consultants to leave our company for any purpose. Under applicable U.S. and Brazilian law, we may be unable to enforce these provisions. If we cannot enforce these provisions with our employees, we may be unable to prevent our competitors from benefiting from the expertise of such employees. Even if these provisions are enforceable, they may not adequately protect our interests. The defection of one or more of our employees to a competitor could materially adversely affect our business, results of operations and ability to capitalize on our proprietary information.

Third parties may misappropriate our yeast strains.

Third parties, including collaborators, contract manufacturers, sugar and ethanol mill owners, other contractors and shipping agents, often have custody or control of our yeast strains. If our yeast strains were stolen, misappropriated or reverse engineered, they could be used by other parties who may be able to reproduce the yeast strains for their own commercial gain. If this were to occur, it would be difficult for us to challenge and prevent this type of use, especially in countries where we have limited intellectual property protection or that do not have robust intellectual property law regimes.

If we or one of our collaborators are sued for infringing intellectual property rights or other proprietary rights of third parties, litigation could be costly and time consuming and could prevent us from developing or commercializing our future products.

Our commercial success depends on our and our collaborators’ ability to operate without infringing the patents and proprietary rights of other parties and without breaching any agreements we have entered into with regard to our technologies and product candidates. We cannot determine with certainty whether patents or patent applications of other parties may materially affect our ability to conduct our business. Our industry spans several sectors, including biotechnology, renewable fuels, renewable specialty chemicals and other renewable compounds, and is characterized by the existence of a significant number of patents and disputes regarding patent and other intellectual property rights. Because patent applications can take several years to issue, there may currently be pending applications, unknown to us, that may result in issued patents that cover our technologies or product candidates. We are aware of a significant number of patents and patent applications relating to aspects of our technologies filed by, and issued to, third parties. The existence of third-party patent applications and patents could significantly reduce the coverage of patents owned by or licensed to us and our collaborators and limit our ability to obtain meaningful patent protection. If we wish to make, use, sell, offer to sell, or import the technology or compound claimed in issued and unexpired patents owned by others, we will need to obtain a license from the owner, enter into litigation to challenge the validity of the patents or incur the risk of litigation in the event that the owner asserts that we infringe its patents. If patents containing competitive or conflicting claims are issued to third parties and these claims are ultimately determined to be valid, we and our collaborators may be enjoined from pursing research, development, or commercialization of products, or be required to obtain licenses to these patents, or to develop or obtain alternative technologies.

If a third party asserts that we infringe upon its patents or other proprietary rights, we could face a number of issues that could seriously harm our competitive position, including:

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infringement and other intellectual property claims, which could be costly and time consuming to litigate, whether or not the claims have merit, and which could delay getting our products to market and divert management attention from our business;

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substantial damages for past infringement, which we may have to pay if a court determines that our product candidates or technologies infringe a third party's patent or other proprietary rights;

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a court prohibiting us from selling or licensing our technologies or future products unless the holder licenses the patent or other proprietary rights to us, which it is not required to do; and

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if a license is available from a third party, such third party may require us to pay substantial royalties or grant cross licenses to our patents or proprietary rights.

The industries in which we operate, and the biotechnology industry in particular, are characterized by frequent and extensive litigation regarding patents and other intellectual property rights. Many biotechnology companies have employed intellectual property litigation as a way to gain a competitive advantage. If any of our competitors have filed patent applications or obtained patents that claim inventions also claimed by us, we may have to participate in interference proceedings declared by the relevant patent regulatory agency to determine priority of invention and, thus, the right to the patents for these inventions in the United States. These proceedings could result in substantial cost to us even if the outcome is favorable. Even if successful, an interference proceeding may result in loss of certain claims. Our involvement in litigation, interferences, opposition proceedings or other intellectual property proceedings inside and outside of the United States, to defend our intellectual property rights, or as a result of alleged infringement of the rights of others, may divert management time from focusing on business operations and could cause us to spend significant resources, all of which could harm our business and results of operations.

Many of our employees were previously employed at universities, biotechnology, specialty chemical or oil companies, including our competitors or potential competitors. We may be subject to claims that these employees or we have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel and be enjoined from certain activities. A loss of key research personnel or their work product could hamper or prevent our ability to commercialize our product candidates, which could severely harm our business. Even if we are successful in defending against these claims, litigation could result in substantial costs and demand on management resources.

We may need to commence litigation to enforce our intellectual property rights, which would divert resources and management's time and attention and the results of which would be uncertain.

Enforcement of claims that a third party is using our proprietary rights without permission is expensive, time consuming and uncertain. Significant litigation would result in substantial costs, even if the eventual outcome is favorable to us and would divert management's attention from our business objectives. In addition, an adverse outcome in litigation could result in a substantial loss of our proprietary rights and we may lose our ability to exclude others from practicing our technology or producing our product candidates.

The laws of some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology and/or bioindustrial technologies. This could make it difficult for us to stop the infringement of our patents or misappropriation of our other intellectual property rights. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business. Moreover, our efforts to protect our intellectual property rights in such countries may be inadequate.

We do not have exclusive rights to intellectual property we develop under U.S. federally funded research grants and contracts, including with DARPA and DOE, and we could ultimately share or lose the rights we do have under certain circumstances.

Some of our intellectual property rights have been or may be developed in the course of research funded by the U.S. government, including under our agreements with DARPA and DOE. As a result, the U.S. government may have certain rights to intellectual property embodied in our current or future products pursuant to the Bayh-Dole Act of 1980. Government rights in certain inventions developed under a government-funded program include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the U.S. government has the right to require us, or an assignee or exclusive licensee to such inventions, to grant licenses to any of these inventions to a third party if they determine that: (i) adequate steps have not been taken to commercialize the invention; (ii) government action is necessary to meet public health or safety needs; (iii) government action is necessary to meet requirements for public use under federal regulations; or (iv) the right to use or sell such inventions is exclusively licensed to an entity within the U.S. and substantially manufactured outside the U.S. without the U.S. government’s prior approval. Additionally, we may be restricted from granting exclusive licenses for the right to use or sell our inventions created pursuant to such agreements unless the licensee agrees to additional restrictions (e.g., manufacturing substantially all of the invention in the U.S.). The U.S. government also has the right to take title to these inventions if we fail to disclose the invention to the government and fail to file an application to register the intellectual property within specified time limits. In addition, the U.S. government may acquire title in any country in which a patent application is not filed within specified time limits. Additionally, certain inventions are subject to transfer restrictions during the term of these agreements and for a period thereafter, including sales of products or components, transfers to foreign subsidiaries for the purpose of the relevant agreements, and transfers to certain foreign third parties. If any of our intellectual property becomes subject to any of the rights or remedies available to the U.S. government or third parties pursuant to the Bayh-Dole Act of 1980, this could impair the value of our intellectual property and could adversely affect our business.

Our products subject us to product-safety risks, and we may be sued for product liability.

The design, development, production and sale of our products involve an inherent risk of product liability claims and the associated adverse publicity. Our potential products could be used by a wide variety of consumers with varying levels of sophistication. Although safety is a priority for us, we are not always in control of the final uses and formulations of the products we supply or their use as ingredients. Our products could have detrimental impacts or adverse impacts we cannot anticipate. Despite our efforts, negative publicity about Amyris, including product safety or similar concerns, whether real or perceived, could occur, and our products could face withdrawal, recall or other quality issues. In addition, we may be named directly in product liability suits relating to our products, even for defects resulting from errors of our commercial partners, contract manufacturers, chemical finishers or customers or end users of our products. These claims could be brought by various parties, including customers who are purchasing products directly from us or other users who purchase products from our customers. We could also be named as co-parties in product liability suits that are brought against the contract manufacturers or Brazilian sugar and ethanol mills with whom we partner to produce our products. Insurance coverage is expensive, may be difficult to obtain and may not be available in the future on acceptable terms. We cannot be certain that our contract manufacturers or the sugar and ethanol producers who partner with us to produce our products will have adequate insurance coverage to cover against potential claims. Any insurance we do maintain may not provide adequate coverage against potential losses, and if claims or losses exceed our liability insurance coverage, our business would be adversely impacted. In addition, insurance coverage may become more expensive, which would harm our results of operations.

We may become subject to lawsuits or indemnity claims in the ordinary course of business, which could materially and adversely affect our business and results of operations.

From time to time, we may in the ordinary course of business be named as a defendant in lawsuits, indemnity claims and other legal proceedings. These actions may seek, among other things, compensation for alleged personal injury, employment discrimination, breach of contract, property damage and other losses or injunctive or declaratory relief. In the event that such actions, claims or proceedings are ultimately resolved unfavorably to us at amounts exceeding our accrued liability, or at material amounts, the outcome could materially and adversely affect our reputation, business and results of operations. In addition, payments of significant amounts, even if reserved, could adversely affect our liquidity position. For more information regarding our current legal proceedings, please refer to the section entitled “Legal Proceedings” in this Quarterly Report on Form 10-Q.

If we fail to maintain an effective system of internal controls, we may not be able to report our financial results accurately or in a timely manner or prevent fraud; in that case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. In addition, Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires us to evaluate and report on our internal control over financial reporting. The process of implementing our internal controls and complying with Section 404 is expensive and time consuming, and requires significant attention of management. We cannot be certain that these measures will ensure that we maintain adequate controls over our financial processes and reporting in the future. In addition, to the extent we create joint ventures or have any variable interest entities and the financial statements of such entities are not prepared by us, we will not have direct control over their financial statement preparation. As a result, we will, for our financial reporting, depend on what these entities report to us, which could result in us adding monitoring and audit processes and increase the difficulty of implementing and maintaining adequate controls over our financial processes and reporting in the future and could lead to delays in our external reporting. In particular, this may occur where we are establishing such entities with commercial partners that do not have sophisticated financial accounting processes in place, or where we are entering into new relationships at a rapid pace, straining our integration capacity. Additionally, if we do not receive the information from the joint venture or variable interest entity on a timely basis, it could cause delays in our external reporting. Even if we conclude that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our results of operations or cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm discover a material weakness in our internal control over financial reporting, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements and harm our stock price. In addition, failure to comply with Section 404 could subject us to a variety of administrative sanctions, including SEC action, ineligibility for short form resale registration, the suspension or delisting of our common stock from the stock exchange on which it is listed, and the inability of registered broker-dealers to make a market in our common stock, which would further reduce our stock price and could harm our business.

If we fail to comply with our obligations as a public company, our business may be adversely affected.

As a public company, we incur significant legal, accounting and other expenses in connection with our obligations under applicable securities laws, including the internal and external costs of maintaining the system of internal controls discussed above as well as the costs of preparing and distributing periodic public reports, including financial statements and footnotes. In addition, changing laws, rules and regulations relating to corporate governance and public disclosure, including regulations implemented by the SEC and NASDAQ, increase our legal and financial costs, including costs relating to monitoring, evaluating and complying with such laws, rules and regulations. These laws, rules and regulations are subject to varying interpretations and may evolve over time as new guidance is provided by regulatory and governing bodies, which may result in increased compliance and governance costs and the diversion of management resources. If our efforts to comply with such laws, rules and regulations are not successful, we could be subject to fines, penalties or regulatory proceedings, which can be time consuming and costly to litigate and could lead to negative publicity about our company. These events could also make it more difficult for us to attract and retain qualified members of our board of directors, executive officers and other employees. If any of these risks occur, or if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

In general, under Section 382 of the Internal Revenue Code, or the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-ownership change net operating loss carryforwards, or NOLs, to offset future taxable income. If the Internal Revenue Service challenges our analysis that our existing NOLs are not subject to limitations arising from previous ownership changes, or if we undergo an ownership change in the future, our ability to utilize NOLs could be limited by Section 382 of the Code. Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Code. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations under Section 382 of the Code. For these reasons, we may not be able to utilize a material portion of our NOLs as of June 30, 2017, even if we attain profitability, which could adversely affect our results of operations.

Loss of, or inability to secure government contract revenues could impair our business.

We have contracts or subcontracts with certain governmental agencies or their contractors, including DARPA and DOE. Generally, these agreements, as they may be amended or modified from time to time, have fixed terms and may be terminated, modified or be subject to recovery of payments by the government agency under certain conditions (such as failure to comply with detailed reporting and governance processes or failure to achieve milestones). Under these agreements, we are also subject to audits, which can result in corrective action plans and penalties up to and including termination. If these governmental agencies terminate these agreements with us, it could reduce our revenues which could harm our business. Additionally, we anticipate securing additional government contracts as part of our business plan for 2017 and beyond. If we are unable to secure such government contracts, it could harm our business.

Our headquarters and other facilities are located in an active earthquake and tsunami zone, and an earthquake or other type of natural disaster affecting us or our suppliers could cause resource shortages, disrupt our business and harm our results of operations.

We conduct our primary research and development operations in the San Francisco Bay Area in an active earthquake and tsunami zone, and certain of our suppliers conduct their operations in the same region or in other locations that are susceptible to natural disasters. In addition, California and some of the locations where certain of our suppliers are located have experienced shortages of water, electric power and natural gas from time to time. The occurrence of a natural disaster, such as an earthquake, drought or flood, or localized extended outages of critical utilities or transportation systems, or any critical resource shortages, affecting us or our suppliers could cause a significant interruption in our business, damage or destroy our facilities, production equipment or inventory or those of our suppliers and cause us to incur significant costs or result in limitations on the availability of our raw materials, any of which could harm our business, financial condition and results of operations. The insurance we maintain against fires, earthquakes and other natural disasters may not be adequate to cover our losses in any particular case.

Risks Related to Ownership of Our Common Stock

Our stock price may be volatile.

The market price of our common stock has been, and we expect it to continue to be, subject to significant volatility, and it has declined significantly from our initial public offering price. As of June 30, 2017, the reported closing price of our common stock on The NASDAQ Stock Market was $3.18 per share. Market prices for securities of early stage companies have historically been particularly volatile. Such fluctuations could be in response to, among other things, the factors described in this “Risk Factors” section, or other factors, some of which are beyond our control, such as:

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fluctuations in our financial results or outlook or those of companies perceived to be similar to us;

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changes in estimates of our financial results or recommendations by securities analysts;

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changes in market valuations of similar companies;

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changes in the prices of commodities associated with our business such as sugar, ethanol and petroleum or changes in the prices of commodities that some of our products may replace, such as oil and other petroleum sourced products;

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changes in our capital structure, such as future issuances of securities or the incurrence of debt;

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announcements by us or our competitors of significant contracts, acquisitions or strategic partnerships;

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regulatory developments in the United States, Brazil, and/or other foreign countries;

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litigation involving us, our general industry or both;

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additions or departures of key personnel;

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investors’ general perception of us; and

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changes in general economic, industry and market conditions.

Furthermore, stock markets have experienced price and volume fluctuations that have affected, and continue to affect, the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rate changes and international currency fluctuations, may negatively affect the market price of our common stock.

In the past, many companies that have experienced volatility and sustained declines in the market price of their stock have become subject to securities class action and derivative action litigation. We were involved in two such lawsuits which were dismissed in 2014, are currently involved in one such lawsuit, as described in more detail above under “Legal Proceedings,” and we may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

If our common stock is delisted from The NASDAQ Stock Market, our business, financial condition, results of operations and stock price could be adversely affected, and the liquidity of our stock and our ability to obtain financing could be impaired.

On June 14, 2016, we received a notice from The NASDAQ Stock Market LLC, or NASDAQ, notifying us that we were not in compliance with the requirement of NASDAQ Listing Rule 5450(a)(1) for continued listing on The NASDAQ Global Market, or the Minimum Bid Price Listing Rule, as a result of the closing bid price of our common stock being below $1.00 per share for 30 consecutive business days. In accordance with NASDAQ Listing Rule 5810(c)(3)(A), we had 180 calendar days, or until December 12, 2016, to regain compliance with the Minimum Bid Price Listing Rule. To regain compliance, the closing bid price of our common stock had to be at least $1.00 per share for a minimum of 10 consecutive business days. On November 1, 2016, we received a notice from NASDAQ that we had regained compliance with the Minimum Bid Price Listing Rule. Subsequently, on December 19, 2016, we received a notice from NASDAQ notifying us that we were again not in compliance with the Minimum Bid Price Listing Rule as a result of the closing bid price of our common stock being below $1.00 per share for 30 consecutive business days. In accordance with NASDAQ Listing Rule 5810(c)(3)(A), we had 180 calendar days, or until June 19, 2017, to regain compliance with the Minimum Bid Price Listing Rule. On June 5, 2017, after receiving board and stockholder approval, we amended our certificate of incorporation to implement a 1-for-15 reverse stock split of our common stock as well as a reduction of the total number of authorized shares of our common stock from 500,000,000 to 250,000,000. On June 20, 2017, we received a letter from NASDAQ notifying us that we had regained compliance with the Minimum Bid Price Listing Rule as a result of the closing bid price of our common stock being at $1.00 per share or greater for the 10 consecutive business days from June 6, 2017 to June 19, 2017. There can be no assurance that we will maintain compliance with the Minimum Bid Price Listing Rule in the future or that our common stock will remain listed on The NASDAQ Stock Market.

Any delisting of our common stock from The NASDAQ Stock Market could adversely affect our ability to attract new investors, decrease the liquidity of our outstanding shares of common stock, reduce our flexibility to raise additional capital, reduce the price at which our common stock trades, and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholders. In addition, the delisting of our common stock could deter broker-dealers from making a market in or otherwise seeking or generating interest in our common stock, and might deter certain institutions and persons from investing in our securities at all. Furthermore, the delisting of our common stock from The NASDAQ Stock Market would constitute a breach under certain of our financing agreements, including agreements governing our outstanding convertible indebtedness, which could result in an acceleration of such indebtedness. If such indebtedness is accelerated, it would generally also constitute an event of default under our other outstanding indebtedness, permitting acceleration of such other outstanding indebtedness as well. For these reasons and others, the delisting of our common stock from The NASDAQ Stock Market could materially adversely affect our business, financial condition and results of operations.

The concentration of our capital stock ownership with insiders will limit the ability of other stockholders to influence corporate matters and presents risks related to the operations of our significant stockholders.

As of June 30, 2017:

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our executive officers and directors together held approximately 7% of our outstanding common stock;

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Temasek (which has a designee on our board of directors) held approximately 13% of our outstanding common stock; and

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Total (which has a designee on our board of directors) held approximately 17% of our outstanding common stock.

Furthermore, Total and Temasek each hold certain of our convertible promissory notes, which are convertible into approximately 3,102,120 and 178,073 shares of our common stock, respectively, as of June 30, 2017. Total and Temasek also hold certain warrants pursuant to which they may purchase shares of our common stock. This significant concentration of share ownership may adversely affect the trading price of our common stock because investors often perceive disadvantages in owning stock in companies with stockholders with significant interests. Also, these stockholders, acting together, may be able to control or significantly influence our management and affairs and matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as mergers, consolidations or the sale of all or substantially all of our assets, and may not act in the best interests of our other stockholders. Consequently, this concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidation or other business combination involving us, or a change in our management or board of directors, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company, even if such actions would benefit our other stockholders.

In addition, certain of our commercial partners, including Total and DSM, hold a significant portion of our capital stock and have various rights in connection with their security ownership in us. These stockholders may have interests that are different from those of our other stockholders, including with respect to commercial transactions between our company and such commercial partners or their affiliates. While we have a related-party transactions policy that requires certain approvals of any transaction between our company and a significant stockholder or its affiliates, there can be no assurance that our significant stockholders will act in the best interests of our other stockholders, which could harm our results of operations and cause our stock price to decline.

The market price of our common stock could be negatively affected by future sales of our common stock.

If our existing stockholders, particularly our largest stockholders, our directors, their affiliates, or our executive officers, sell a substantial number of shares of our common stock in the public market, the market price of our common stock could decrease significantly. The perception in the public market that these stockholders might sell our common stock could also depress the market price of our common stock and could impair our future ability to obtain capital, especially through an offering of equity securities.

We have in place, or have agreed to file, registration statements for the resale of certain shares of our common stock held by, or issuable to, certain of our largest stockholders. All of our common stock sold pursuant to an offering covered by such registration statements will be freely transferable.

In addition, shares of our common stock issued or issuable under our equity incentive plans have been registered on Form S-8 registration statements and may be freely sold in the public market upon issuance, except for shares held by affiliates who have certain restrictions on their ability to sell.

Conversion of our outstanding convertible promissory notes or convertible preferred stock or the exercise of outstanding warrants to purchase our common stock may dilute the ownership interest of existing stockholders and may depress the market price of our common stock.

The conversion of some or all of our outstanding convertible promissory notes or shares of convertible preferred stock or the exercise of some or all of outstanding warrants to purchase our common stock may dilute the ownership interests of existing stockholders. In particular, the exercise of certain warrants which have a $0.15 per share exercise price may significantly dilute the economic ownership interest of our existing stockholders. In addition, any sales in the public market of the shares of our common stock issuable upon such conversion or exercise could adversely affect prevailing market prices of our common stock. Furthermore, the existence of our outstanding convertible promissory notes, shares of convertible preferred stock and warrants (including anti-dilution adjustment provisions contained therein which could lead to a reduction in the conversion or exercise price and/or additional shares of common stock being issuable upon conversion or exercise) may encourage short selling by market participants because the anticipated conversion of such notes or shares of preferred stock into, or exercise of such warrants for, shares of our common stock could depress the market price of our common stock.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

We do not expect to declare any dividends in the foreseeable future.

We do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. In addition, certain of our equipment leases and credit facilities currently restrict our ability to pay dividends. Consequently, investors may need to rely on sales of their shares of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Our certificate of incorporation and bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it more difficult for stockholders to nominate directors and take other corporate actions. These provisions include:

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a staggered board of directors;

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authorizing the board of directors to issue, without stockholder approval, preferred stock with rights senior to those of our common stock;

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authorizing the board of directors to amend our bylaws, to increase the number of directors and to fill board vacancies until the end of the term of the applicable class of directors;

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prohibiting stockholder action by written consent;

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limiting the liability of, and providing indemnification to, our directors and officers;

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eliminating the ability of our stockholders to call special meetings; and

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requiring advance notification of stockholder nominations and proposals.

Section 203 of the Delaware General Corporation Law prohibits, subject to some exceptions, “business combinations” between a Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock, for a three-year period following the date that the stockholder became an interested stockholder. We have agreed to opt out of Section 203 through our certificate of incorporation, but our certificate of incorporation contains substantially similar protections to our company and stockholders as those afforded under Section 203, except that we have agreed with Total that it and its affiliates will not be deemed to be “interested stockholders” under such protections.

In addition, we have an agreement with Total which provides that, so long as Total holds at least 10% of our voting securities, we must inform Total of any offer to acquire us or any decision of our board of directors to sell our company, and we must provide Total with information about the contemplated transaction. In such events, Total will have an exclusive negotiating period of fifteen business days in the event the board of directors authorizes us to solicit offers to buy our company, or five business days in the event that we receive an unsolicited offer to purchase us. This exclusive negotiation period will be followed by an additional restricted negotiation period of ten business days, during which we are obligated to continue to negotiate with Total and will be prohibited from entering into an agreement with any other potential acquirer.

These and other provisions in our certificate of incorporation, our bylaws and in our agreements with Total could discourage potential takeover attempts, reduce the price that investors are willing to pay in the future for shares of our common stock and result in the market price of our common stock being lower than it would be without these provisions.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On May 11, 2017 and May 31, 2017, we sold and issued an aggregate of 70,903.8756 shares of our Series B 17.38% Convertible Preferred Stock, par value $0.0001 per share (or the Series B Preferred Stock), warrants to purchase 14,768,380 shares of common stock (or the Cash Warrants) and warrants to purchase a number of shares of common stock sufficient to provide full-ratchet anti-dilution protection with respect to the effective price paid for the Series B Preferred Stock (or the Dilution Warrants) to accredited investors, including certain existing stockholders affiliated with members of our Board of Directors (or the May 2017 Offerings), as described in more detail in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report. The Series B Preferred Stock, the Cash Warrants and the Dilution Warrants were sold to the purchasers thereof in exchange for (i) aggregate cash consideration of $30,700,000 and (ii) the cancellation of $40.2 million of outstanding indebtedness (including accrued interest thereon) owed to such purchasers, as described in more detail in Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report. Please refer to Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report for information regarding the conversion and exercise terms, respectively, of the Series B Preferred Stock and May 2017 Warrants.

100

On May 11, 2017, the Company exchanged (or the May 2017 Exchange) 1,394,706 shares of common stock held by certain existing stockholders affiliated with members of our Board of Directors for 20,921 shares of our Series C Convertible Preferred Stock, par value $0.0001 per share (or the Series C Preferred Stock). The shares of Series C Preferred Stock automatically converted to common stock pursuant to their terms on June 6, 2017. Please refer to Note 5, “Debt and Mezzanine Equity” to our unaudited condensed consolidated financial statements included in this report for information regarding the conversion terms of the Series C Preferred Stock.

Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, acted as placement agent in connection with the May 11, 2017 offering of 65,204 shares Series B Preferred Stock, Cash Warrants to purchase 13,863,648 shares of common stock and Dilution Warrants and received aggregate fees of $499,958.47 in connection therewith. The Series B Preferred Stock and May 2017 Warrants sold in the May 2017 Offerings were issued in private placements pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (or the Securities Act) and Regulation D promulgated under the Securities Act. The Series C Preferred Stock was issued in a private exchange pursuant to the exemption from registration under Section 3(a)(9) of the Securities Act. The investors and stockholders participating in the May 2017 Offerings and the May 2017 Exchange, respectively, acquired the applicable securities for investment purposes only and without intent to resell, were able to fend for themselves in these transactions, and are accredited investors as defined in Rule 501 of Regulation D promulgated under Section 3(b) of the Securities Act. These holders had adequate access, through their relationships with us, to information about us.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

The exhibits listed in the Exhibit Index included herein at page 113 (other than exhibits 32.01, 32.02 and 101) are filed as part of this Quarterly Report on Form 10-Q and such Exhibit Index is incorporated herein by reference.

101

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 14, 2017	AMYRIS, INC.

	/s/ JOHN G. MELO
	John G. Melo
	*Director, President and Chief Executive Officer*
	*(Principal Executive Officer)*

Dated: August 14, 2017

	/s/ KATHLEEN VALIASEK
	Kathleen Valiasek
	*Chief Financial Officer*
	*(Principal Financial Officer)*

102

EXHIBIT INDEX

Exhibit		Previously Filed				Filed
No.	Description	Form	File No.	Filing Date	Exhibit	Herewith
3.01	Restated Certificate of Incorporation	10-Q	001-34885	November 10, 2010	3.01
3.02	Certificate of Amendment, dated May 9, 2013, to Restated Certificate of Incorporation	S-8	333-188711	May 20, 2013	4.02
3.03	Certificate of Amendment, dated May 12, 2014, to Restated Certificate of Incorporation	10-Q	001-34887	August 8, 2014	3.02
3.04	Certificate of Amendment, dated September 18, 2015, to Restated Certificate of Incorporation	S-3/A	333-206331	November 4, 2015	3.03
3.05	Certificate of Amendment, dated May 18, 2016, to Restated Certificate of Incorporation	10-Q	001-34885	August 9, 2016	3.05
3.06	Certificate of Amendment, dated June 5, 2017, to Restated Certificate of Incorporation	S-3	333-219732	August 4, 2017	3.07
3.07	Form of Certificate of Designation of Preferences, Rights and Limitations of Series A 17.38% Convertible Preferred Stock	8-K	001-34885	May 8, 2017	3.1
3.08	Form of Certificate of Designation of Preferences, Rights and Limitations of Series B 17.38% Convertible Preferred Stock	8-K	001-34885	May 8, 2017	3.2
3.09	Form of Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock	8-K	001-34885	May 8, 2017	3.3
3.10	Restated Bylaws	10-Q	001-34885	November 10, 2010	3.02
4.01	Specimen of Common Stock Certificate	S-1	333-166135	July 6, 2010	4.01
4.02	Specimen of Common Stock Certificate	S-3	333-219732	August 4, 2017	4.01
4.03	Form of certificate representing the Series A Preferred Stock	8-K	001-34885	May 8, 2017	4.1
4.04	Form of certificate representing the Series B Preferred Stock	8-K	001-34885	May 8, 2017	4.2
4.05	Form of certificate representing the Series C Preferred Stock	8-K	001-34885	May 8, 2017	4.5
4.06	Amended and Restated Investors’ Rights Agreement, dated June 21, 2010, among registrant and its security holders listed therein	S-1	333-166135	June 23, 2010	4.02
4.07	First Amendment to Amended and Restated Investors' Rights Agreement, dated February 23, 2012, among registrant and registrant's security holders listed therein	S-3	333-180005	March 9, 2012	4.06
4.08	Amendment No. 2 to Amended and Restated Investors' Rights Agreement, dated December 24, 2012, among registrant and registrant's security holders listed therein	10-K	001-34885	March 28, 2013	4.04
4.09	Amendment No. 3 to Amended and Restated Investors' Rights Agreement, dated March 27, 2013, among registrant and registrant's security holders listed therein	10-Q	001-34885	May 9, 2013	4.02
4.10	Amendment No. 4 to Amended and Restated Investors' Rights Agreement, dated October 16, 2013, among registrant and registrant's security holders listed therein	10-K	001-34885	April 2, 2014	4.06
4.11	Amendment No. 5 to Amended and Restated Investors' Rights Agreement, dated December 24, 2013, among registrant and registrant's security holders listed therein	10-K	001-34885	April 2, 2014	4.07
4.12	Amendment No. 6 to Amended and Restated Investors’ Rights Agreement dated July 29, 2015 among registrant and registrant’s security holders listed therein	S-3	333-206331	August 12, 2015	4.17
4.13 ^a	Amended and Restated Letter Agreement re: Certain Registration Rights dated May 8, 2014 between registrant and the purchasers listed therein	10-Q	001-34885	August 8, 2014	4.01
4.14	Warrant to Purchase Stock, dated December 23, 2011, issued to ATEL Ventures, Inc.	10-K	001-34885	February 28, 2012	4.07

103

Exhibit		Previously Filed				Filed
No.	Description	Form	File No.	Filing Date	Exhibit	Herewith
4.15	Side Letter, dated June 21, 2010, between registrant and Total Gas & Power USA, SAS	S-1	333-166135	June 23, 2010	4.19
4.16	Agreement, dated February 23, 2012, among registrant, Maxwell (Mauritius) Pte Ltd, Naxyris SA, Biolding Investment SA and Sualk Capital Ltd.	10-Q	001-34885	May 9, 2012	4.02
4.17	Securities Purchase Agreement, dated February 24, 2012, among registrant and certain investment funds affiliated with Fidelity Investments Institutional Services Company, Inc. listed therein (each, a Fidelity Purchaser)	S-3	333-180005	March 9, 2012	4.02
4.18	Form of Unsecured Senior Convertible Promissory Note issued by registrant to the Fidelity Purchasers in the amounts set forth next to each Fidelity Purchaser's name on Schedule I of Exhibit 4.17 hereof	S-3	333-180005	March 9, 2012	4.03
4.19	Registration Rights Agreement, dated February 27, 2012, among registrant and the Fidelity Purchasers	S-3	333-180005	March 9, 2012	4.04
4.20	Exchange Agreement, dated December 28, 2016, among registrant and certain Fidelity Purchasers	10-K	001-34885	April 17, 2017	4.16
4.21 ^c	Form of Common Stock Purchase Agreement among registrant and certain investors	10-Q	001-34885	August 8, 2012	4.01
4.22	Securities Purchase Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS	10-Q	001-34885	November 9, 2012	4.01
4.23	Registration Rights Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS	10-Q	001-34885	November 9, 2012	4.03
4.24	1.5% Senior Secured Convertible Note, dated July 29, 2015 (RS-9) issued by registrant to Total Energies Nouvelles Activités USA	10-Q	001-34885	November 9, 2015	4.21
4.25	1.5% Senior Convertible Note, dated March 21, 2016 (RS-10) issued by registrant to Total Energies Nouvelles Activités USA	10-Q	001-34885	May 10, 2016	4.19
4.26	First Amendment, dated February 27, 2017, to 1.5% Senior Convertible Note, dated March 21, 2016 (RS-10) issued by registrant to Total Energies Nouvelles Activités USA	10-Q	001-34885	May 15, 2017	4.22
4.27	Second Amendment, dated May 15, 2017, to 1.5% Senior Convertible Note, dated March 21, 2016 (RS-10) issued by registrant to Total Energies Nouvelles Activités USA					X
4.28 ^a	Securities Purchase Agreement, dated December 24, 2012, between registrant and certain investors listed therein	10-K	001-34885	March 28, 2013	4.16
4.29 ^a	Follow-On Investment Agreement, dated December 24, 2012, between registrant and Biolding Investment SA	10-K	001-34885	March 28, 2013	4.17
4.30	Securities Purchase Agreement, dated March 27, 2013, between registrant and Biolding Investment SA	10-Q	001-34885	May 9, 2013	4.01
4.31	Securities Purchase Agreement (including Form of Tranche I Senior Convertible Note and Form of Tranche II Senior Convertible Note) , dated August 8, 2013, between registrant, Maxwell (Mauritius) Pte Ltd and Total Energies Nouvelles Activités USA (f.k.a. Total Gas & Power USA, SAS)	10-Q	001-34885	November 5, 2013	4.01
4.32 ^a	Amendment No. 1, dated October 16, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein	10-K	001-34885	April 2, 2014	4.24
4.33	Tranche I Note Amendment and Amendment No. 2, dated December 24, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein	10-K	001-34885	April 2, 2014	4.25

104

Exhibit		Previously Filed				Filed
No.	Description	Form	File No.	Filing Date	Exhibit	Herewith
4.34 ^ad	5% Unsecured Convertible Note, dated October 16, 2013 issued to Total Energies Nouvelles Activités USA	10-Q	001-34885	May 9, 2014	4.04
4.35 ^ae	10% Unsecured Convertible Note, dated January 15, 2014 issued to Total Energies Nouvelles Activités USA	10-Q	001-34885	May 9, 2014	4.06
4.36	Securities Purchase Agreement, dated September 20, 2013, between registrant and Naxyris S.A.	10-Q	001-34885	November 5, 2013	4.03
4.37	Securities Purchase Agreement, dated March 28, 2014, between registrant and Kuraray Co. Ltd.	10-Q	001-34885	May 9, 2014	4.01
4.38	Loan and Security Agreement, dated March 29, 2014, between registrant and Hercules Technology Growth Capital, Inc.	10-Q	001-34885	May 9, 2014	4.02
4.39	First Amendment, dated June 12, 2014, to Loan and Security Agreement, dated March 29, 2014, between registrant and Hercules Technology Growth Capital, Inc.	10-Q	001-34885	August 8, 2014	4.06
4.40	Second Amendment, dated March 31, 2015, to Loan and Security Agreement, dated March 29, 2014, between registrant and Hercules Technology Growth Capital, Inc.	10-Q	001-34885	May 7, 2015	10.05
4.41	Third Amendment, dated November 30, 2015, to Loan and Security Agreement, dated March 29, 2014, between registrant and Hercules Technology Growth Capital, Inc.	10-K	001-34885	March 30, 2016	4.37
4.42	Fourth Amendment, dated October 6, 2016, to Loan and Security Agreement dated March 29, 2014, between registrant and Stegodon Corporation, as assignee of Hercules Capital, Inc.	10-K	001-34885	April 17, 2017	4.36
4.43	Fifth Amendment, dated January 10, 2017, to Loan and Security Agreement dated March 29, 2014 between registrant and Stegodon Corporation, as assignee of Hercules Capital, Inc.	10-Q	001-34885	May 15, 2017	4.37
4.44	Indenture, dated May 29, 2014, between registrant and Wells Fargo Bank, National Association, as Trustee	8-K	001-34885	May 29, 2014	4.01
4.45	6.5% Convertible Senior Note due 2019, dated May 29, 2014, issued by registrant to Morgan Stanley & Co. LLC	10-Q	001-34885	August 8, 2014	4.02
4.46 ^f	6.5% Convertible Senior Note due 2019, dated May 29, 2014, issued by registrant to Maxwell (Mauritius) Pte Ltd.	10-Q	001-34885	August 8, 2014	4.03
4.47	Registration Rights Agreement, dated February 24, 2015, between the registrant and Nomis Bay Ltd	8-K	001-34885	February 26, 2015	4.01
4.48 ^g	Voting Agreement, dated July 24, 2015, between registrant and Foris Ventures, LLC	10-Q	001-34885	November 9, 2015	4.43
4.49	Securities Purchase Agreement, dated July 24, 2015, between registrant and the Purchasers listed therein	10-Q	001-34885	November 9, 2015	4.44
4.50 ^h	Warrant to Purchase Stock issued on July 24, 2015	S-3	333-206331	August 12, 2015	4.21
4.51	Exchange Agreement, dated July 29, 2015, between registrant and the Investors therein	10-Q	001-34885	November 9, 2015	4.46
4.52	Maturity Treatment Agreement, dated July 29, 2015, between registrant and the Investors listed therein	10-Q	001-34885	November 9, 2015	4.47
4.53	Letter Agreement, dated May 4, 2017, between registrant and Maxwell (Mauritius) Pte Ltd					X
4.54	Letter Agreement, dated May 12, 2017, between registrant and Total Raffinage Chimie S.A.					X
4.55	Letter Agreement dated as of July 29, 2015 among registrant and registrant’s security holders listed therein	S-3	333-206331	August 12, 2015	4.20
4.56	Warrant to Purchase Stock issued July 29, 2015 by the registrant to Total Energies Nouvelles Activités USA	S-3	333-206331	August 12, 2015	4.22

105

Exhibit		Previously Filed				Filed
No.	Description	Form	File No.	Filing Date	Exhibit	Herewith
4.57	Warrant to Purchase Stock issued July 29, 2015 by the registrant to Total Energies Nouvelles Activités USA	S-3	333-206331	August 12, 2015	4.23
4.58	Warrant to Purchase Stock issued July 29, 2015 by the registrant to Maxwell (Mauritius) PTE Ltd	S-3	333-206331	August 12, 2015	4.24
4.59	Warrant to Purchase Stock issued July 29, 2015 by the registrant to Maxwell (Mauritius) PTE Ltd	S-3	333-206331	August 12, 2015	4.25
4.60	Warrant to Purchase Stock issued July 29, 2015 by the registrant to Maxwell (Mauritius) PTE Ltd	S-3	333-206331	August 12, 2015	4.26
4.61	Indenture dated October 20, 2015 between registrant and Wells Fargo Bank, National Association, as Trustee	8-K	001-34885	October 20, 2015	4.01
4.62	9.50% Convertible Senior Note due 2019 dated October 20, 2015 issued by registrant to Cede & Co.	10-K	001-34885	March 30, 2016	4.56
4.63	First Supplemental Indenture, dated January 11, 2017, between registrant and Wells Fargo Bank, National Association, as Trustee	10-Q	001-34885	May 15, 2017	4.55
4.64	9.50% Convertible Senior Note due 2019, dated January 11, 2017, issued by registrant to Cede & Co.	10-Q	001-34885	May 15, 2017	4.56
4.65	Registration Rights Agreement dated October 20, 2015 between the registrant and the registrant’s security holders listed therein	8-K	001-34885	October 20, 2015	4.02
4.66	Note and Warrant Purchase Agreement, dated February 12, 2016, between registrant and the purchasers listed therein	10-Q	001-34885	May 10, 2016	4.50
4.67 ⁱ	Unsecured Promissory Note, dated February 12, 2016, between registrant and Foris Ventures, LLC	10-Q	001-34885	May 10, 2016	4.51
4.68 ^j	Warrant to Purchase Stock, dated February 12, 2016, between registrant and Foris Ventures, LLC	10-Q	001-34885	May 10, 2016	4.52
4.69	First Amendment, dated May 15, 2017, to the Unsecured Promissory Note, dated February 12, 2016, issued to Biolding Investment S.A.					X
4.70	Form of Convertible Note	8-K	001-34885	May 10, 2016	4.1
4.71	Form of Additional Note	8-K	001-34885	September 9, 2016	4.1
4.72	Note Purchase Agreement, dated June 24, 2016, between registrant and Foris Ventures, LLC	10-Q	001-34885	August 9, 2016	4.50
4.73	Secured Promissory Note, dated June 24, 2016 issued by registrant to Foris Ventures, LLC	10-Q	001-34885	August 9, 2016	4.51
4.74	Warrant to Purchase Common Stock, dated August 6, 2016, between registrant and Ginkgo Bioworks, Inc.	10-Q	001-34885	November 9, 2016	4.58
4.75	Note Purchase Agreement, dated October 21, 2016, between registant and Foris Ventures, LLC	10-K	001-34885	April 17, 2017	4.63
4.76	Secured Promissory Note, dated October 21, 2016, issued by registrant to Foris Ventures, LLC	10-K	001-34885	April 17, 2017	4.64
4.77 ^a	Credit Agreement, dated October 26, 2016, between registrant and Guanfu Holding Co., Ltd.	10-K	001-34885	April 17, 2017	4.65
4.78	Note, dated December 31, 2016, issued by registrant to Wutian Supply Chain Corporation Limited	10-K	001-34885	April 17, 2017	4.66
4.79	Note Purchase Agreement, dated October 27, 2016, between registrant and Ginkgo Bioworks, Inc.	10-K	001-34885	April 17, 2017	4.67
4.80	Secured Promissory Note , dated October 27, 2016, issued by registrant to Ginkgo Bioworks, Inc.	10-K	001-34885	April 17, 2017	4.68
4.81	Secured Promissory Note , dated April 13, 2017, issued by registrant to Ginkgo Bioworks, Inc.					X
4.82	Warrant to Purchase Stock, issued November 16, 2016, by the registrant to Nenter & Co., Inc.	S-3	333-215318	December 23, 2016	4.15
4.83	Form of Convertible Note	8-K	001-34885	December 2, 2016	4.1

106

Exhibit		Previously Filed				Filed
No.	Description	Form	File No.	Filing Date	Exhibit	Herewith
4.84	Purchase Money Promissory Note, issued December 5, 2016, by registrant to Salisbury Partners, LLC	10-K	001-34885	April 17, 2017	4.71
4.85	Purchase Money Promissory Note, issued December 19, 2016, by registrant to Nikko Chemicals Co. Ltd.	10-K	001-34885	April 17, 2017	4.72
4.86	Form of Convertible Note	8-K	001-34885	April 17, 2017	4.1
4.87	Form of Amended and Restated December 2016 Note	8-K	001-34885	May 8, 2017	4.1
4.88	Form of Amended and Restated April 2017 Note	8-K	001-34885	May 8, 2017	4.2
4.89	Form of Cash Warrant	8-K	001-34885	May 8, 2017	4.3
4.90	Form of Dilution Warrant	8-K	001-34885	May 8, 2017	4.4
4.91	Voting Agreement, dated May 4, 2017, between registrant and Total Raffinage Chimie					X
4.92	Voting Agreement, dated May 5, 2017, between registrant and Maxwell (Mauritius) Pte Ltd					X
4.93	Voting Agreement, dated May 8, 2017, between registrant and the investors listed therein					X
4.94	Form of Cash Warrant					X
4.95	Form of Dilution Warrant					X
4.96 ^b	Stockholder Agreement, dated May 11, 2017, between registrant and DSM International B.V.					X
10.01 ^b	Modification No. 4, dated June 29, 2016, to the Technology Investment Agreement, dated September 22, 2015, between registrant and The Defense Advanced Research Projects Agency (DARPA)					X
10.02	Engagement Letter, dated as of April 18, 2017, by and between registrant and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC	8-K	001-34885	May 8, 2017	10.2
10.03	Form of Securities Purchase Agreement	8-K	001-34885	April 17, 2017	10.1
10.04 ^b	Letter Agreement, dated April 23, 2017, terminating Cooperation Agreement, dated October 26, 2016, between registrant and Nenter & Co., Inc.					X
10.05	Form of Amendment Agreement	8-K	001-34885	May 8, 2017	10.1
10.06	Form of Securities Purchase Agreement	8-K	001-34885	May 8, 2017	10.1
10.07	Form of Security Holder Agreement	8-K	001-34885	May 8, 2017	10.3
10.08	Amendment, dated May 9, 2017, to Engagement Letter, dated as of April 18, 2017, by and between the Company and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC					X
10.09	Amendment No.1, dated May 30, 2017, to Securities Purchase Agreement, dated May 8, 2017					X
10.10	Securities Purchase Agreement, dated May 31, 2017, between registrant and the investor named therein	S-3	333-219732	August 4, 2017	10.02
31.01	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
31.02	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					X
32.01 ^m	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
32.02 ^m	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X

107

Exhibit		Previously Filed				Filed
No.	Description	Form	File No.	Filing Date	Exhibit	Herewith
101 ⁿ	The following materials from registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Convertible Preferred Stock, Redeemable Noncontrolling Interest and Equity (Deficit); (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements					X

a	Portions of this exhibit, which have been granted confidential treatment by the Securities and Exchange Commission, have been omitted.
b	Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment.
c	Substantially identical Common Stock Purchase Agreements, each dated May 18, 2012, were entered into with five separate investors. Registrant has filed the form of such Common Stock Purchase Agreements, which is substantially identical in all material respects to all of such Common Stock Purchase Agreements, except as to the parties thereto and the number of shares being purchased.
d	Registrant issued substantially identical 5% Unsecured Convertible Notes (the "5% Notes") to Total Gas & Power USA, SAS (“Total’), FIAM Target Date Large Cap Stock Commingled Pool (formerly known as Fidelity Pyramis Lifecycle Large Cap Stock Commingled Pool. Fidelity Variable Insurance Products Fund Ill: Growth & Income Portfolio, Fidelity Hastings Street Trust: Fidelity Advisor Series Growth & Income Fund. Fidelity Securities Fund: Fidelity Growth & Income Portfolio Fidelity Hastings Street Trust: Fidelity Series Growth & Income Fund. Fidelity Commonwealth Trust: Fidelity Large Cap Stock Fund, and Maxwell (Mauritius) Pte Ltd on October 16. 2013. Registrant has filed the 5% Note issued to Total. and has included with Exhibit 4.04 a schedule (Schedule A to Exhibit 4.04 of registrant’s Form 10-Q filed on May 9, 2014) identifying each of the 5% Notes and setting forth the material detail in which the other 5% Note(s) differ from the filed 5% Note (i.e. the Purchasers. the amounts of the 5% Notes. and the conversion price).
e	Registrant issued substantially identical 10% Unsecured Convertible Notes (the" 10% Notes") to Total Wolverine Flagship Fund Trading Limited and Maxwell (Mauritius) Pte Ltd on January 15 2014. Registrant has filed the 10% Note issued to Total and has included with Exhibit 4.06. a schedule (Schedule A to Exhibit 4.06 of registrant’s Form 10-Q filed on May 9, 2014) identifying each of the 10% Notes and setting forth the material details in which the other 10% Note(s) differ from the filed 10% Note (i.e. the purchasers and the amounts of the 10% Notes).
f	Registrant issued substantially identical 6.5% Senior Convertible Notes due 2019 (the “6.5% Notes”) to Maxwell (Mauritius) Pte Ltd. (“Temasek”), Total Energies Nouvelles Activités USA, and Foris Ventures, LLC on May 29, 2014. Registrant has filed the 6.5% Note issued to Temasek, and has included, with such exhibit, a schedule (Schedule A to Exhibit 4.03 of registrant's Form 10-Q filed August 8, 2014) identifying each of the 6.5% Notes and setting forth the material details in which the other 6.5% Notes differ from the filed 6.5% Note (i.e., the note number, the purchasers, and the amounts of the 6.5% Notes).
g	Substantially identical Voting Agreements, each dated July 31, 2015, were entered into with five separate investors. Registrant has filed Voting Agreement entered into by registrant and Foris Ventures LLC, which is substantially identical in all material respects to all of such Voting Agreements, except as to the parties thereto.
h	Registrant issued substantially identical warrants to the purchasers under that certain Securities Purchase Agreement entered into on July 24. 2015~ Registrant has filed the warrant issued to Total Energies Nouvelles Activites USA and has included with such Exhibit a schedule (Schedule A to Exhibit 4.03 of registrants Form 10-Q filed on August 8, 2015) identifying each of the warrants and setting forth the material details in which the other warrants differ from the filed form of warrant (i.e. the names of the purchasers. the certificate numbers and the respective amounts of shares underlying the warrants).
i	Substantially identical Unsecured Promissory Notes, each dated February 15, 2016 (the “Notes”), were entered into with three separate investors. Registrant has filed the Note entered into by registrant and Foris Ventures LLC, which is substantially identical in all material respects to all of such Notes except as to the parties thereto and the value of the Notes.
j	Substantially identical Warrants to Purchase Stock, each dated February 15, 2016 (the “Warrants”), were entered into with three separate investors. Registrant has filed the Warrant entered into by registrant and Foris Ventures LLC, which is substantially identical in all material respects to all of such Warrants, except as to the parties thereto and the amount of underlying shares.
k	Translation to English from Portuguese or Dutch, as applicable, in accordance with Rule 12b-12(d) of the regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (or the Exchange Act).
m	This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
n	Pursuant to applicable securities laws and regulations, registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections.

108

EX-4.27 2 exh_427.htm EXHIBIT 4.27

Exhibit 4.27

SECOND AMENDMENT TO 1.5% SENIOR CONVERTIBLE NOTE (RS-10)

This Second Amendment to 1.5% Senior Convertible Note (RS-10) (this “Amendment”) is made and entered into as of May 12th, 2017, by and between Amyris, Inc., a Delaware corporation (the “Company”) and Total Raffinage Chimie S.A., as assignee of Total Energies Nouvelles Activités USA SAS (the “Investor”).

RECITALS

WHEREAS, on March 21, 2016 the Company issued to the Investor a 1.5% Senior Convertible Note (RS-10) in the principal amount of $3,700,000, as amended by that First Amendment to 1.5% Senior Convertible Note (RS-10) dated February 27, 2017 (as amended, the “Note”).

WHEREAS, the Company and the Investor desire to further amend the Note as set forth herein.

WHEREAS, pursuant to Section 7 of the Note, the Note may be amended with the written consent of the Company and the Investor.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

References to the Note. All references to the Note as the “1.5% Senior Convertible Note” shall be modified to “12% Senior Convertible Note.”

Amendment of Section 2(a) of the Note. Section 2(a) of the Note is hereby deleted in its entirety and replaced with the following:

(a) Interest. This Note shall bear interest (i) from the Issue Date to May 15, 2017 on the Face Amount at a rate per annum equal to 1.50% (subject to Section 4(k)) and (ii) from May 16, 2017 to the Final Maturity Date on the Face Amount at a rate per annum equal to 12.00% (subject to Section 4(k)). Interest on this Note shall accrue daily and be due and payable in arrears on (i) December 31, 2017 and (ii) the Final Maturity Date, and at such other times as may be specified herein. All computations of interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more interest being paid than if computed on the basis of a 365-day year). Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing this Note shall bear interest on the Face Amount at a rate per annum equal to 13.50% (as may be further adjusted pursuant to Section 4(k)).

Amendment of Section 2(b) of the Note. Section 2(b) of the Note is hereby deleted in its entirety and replaced with the following:

(b) Scheduled Payment of Principal. Unless paid, converted or cancelled and extinguished earlier in accordance with the terms hereof, the Company shall deliver to the Investor cash in the amount of the Face Amount, together with all

accrued and unpaid interest on this Note, on March 31, 2018 (the “Final Maturity Date”) and this Note shall be retired and canceled.

Amendment of Section 3(c)(iii) of the Note. Section 3(c)(iii) of the Note is hereby deleted in its entirety and replaced with the following:

(iii) Upon conversion of this Note in whole or in part in accordance with the provision of Section 3(c) of this Note, the Company shall pay to the Investor, substantially concurrently with delivery of the shares of Common Stock issuable on such conversion (the “Conversion Shares”), any accrued and unpaid interest, through the day preceding the Conversion Date, on the portion of the Face Amount represented by this Note that has been so converted. In addition, upon conversion of this Note in whole or in part following a Change of Control, the Company shall pay to the Investor, substantially concurrently with delivery of the Conversion Shares, an amount in cash equal to the interest that would have accrued at a rate per annum equal to 12.00% from such Conversion Date through the Final Maturity Date on the portion of the Face Amount represented by this Note that has been so converted if such Note (or portion of the Note) had not been converted (“Make-Whole Interest”).

Amendment of Section 4(k) of the Note. Section 4(k) of the Note is hereby deleted in its entirety and replaced with the following:

(k) Acceleration. If any Event of Default occurs and is continuing, the Investor may declare this Note to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default described in Section 4(i)(vii) or 4(i)(viii) with respect to the Company this Note, to the extent outstanding, will become due and payable without further action or notice. The Investor may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree. Notwithstanding the foregoing (or anything to the contrary in the Agreement), the sole remedy of the Investor for a failure by the Company to comply with Section 8.6(b) of the Agreement shall, for the first 365 days after the occurrence of such failure, be the right, by notice to the Company by the Investor, to increase in the rate of interest on this Note to 16.50% for the first 180 days of such failure, and to 19.50% thereafter (which increased interest shall constitute liquidated damages for such failure).

Amendment of Exhibit 1 of the Note. All references in Exhibit 1 to the Note to the “1.5% Senior Convertible Note due 2017” shall be replaced with “12% Senior Convertible Note due 2018.” In addition, the signature block next to “Conversion Information” in Exhibit 1 to the Note is hereby deleted in its entirety and replaced with the following:

	TOTAL RAFFINAGE CHIMIE S.A.:

	By:
	Print Name:
	Print Title:

	Address:
	2, Place Jean Millier

	La Défense 6, 92400
	Courbevoie, France
	Attn:
	Fax. No.:
	Email:

Full Force and Effect. Except as expressly modified by this Amendment, the terms of the Note shall remain in full force and effect.

Integration. This Amendment and the Note constitute the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

Counterparts; Facsimile. This Amendment may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment may be executed and delivered by facsimile, or by email in portable document format (.pdf), and delivery of any signature page by such method will be deemed to have the same effect as if the original signature had been delivered to the other party.

[Remainder of Page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

AMYRIS, INC.

By:	/s/ John Melo
Name:	John Melo
Title:	President and Chief Executive Officer

[Signature Page to Second Amendment to R&D Note]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

TOTAL RAFFINAGE CHIMIE S.A.

By:	/s/ Nathalie Brunelle
Name:	Nathalie Brunelle
Title:	Deputy CEO

[Signature Page to Second Amendment to R&D Note]

EX-4.53 3 exh_453.htm EXHIBIT 4.53

Exhibit 4.53

Amyris, Inc.

5885 Hollis Street, Suite 100

Emeryville, California 94608

USA

May 4, 2017

Maxwell (Mauritius) Pte Ltd

60 B Orchard Road #06-18

Tower 2, The Atrium @ Orchard

Singapore 238891

Facsimile: (65) 6821 1188

SIDE LETTER

Reference is made to that certain (i) Maturity Treatment Agreement, dated as of July 29, 2015 (the “Agreement”), by and among Amyris, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule I thereto, including Maxwell (Mauritius) Pte Ltd (“Temasek”) and (ii) that certain 6.50% Convertible Senior Note due 2019, in the principal amount of $10,000,000 (No. A-1) (the “Note”), sold and issued by the Company to Temasek pursuant to that certain Indenture between the Company and Wells Fargo Bank, National Association, dated May 29, 2014 (the “Indenture”).

In connection with the Agreement and the Note, we are writing to you to confirm our mutual agreement on the issues set out below.

Definitions.

Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Agreement.

Treatment of Note at Maturity.

The Company hereby agrees that, notwithstanding anything in the Agreement to the contrary, any portion of the Note that remains outstanding on the maturity date of the Note (the “Maturity Date”), together with accrued interest and any other amounts due under the Note or the Indenture, shall be paid by the Company in cash, in the amount and on such terms as set forth in the Note.

For so long as it holds the Note, Temasek hereby waives all rights it has to convert any portion of the Note into Common Stock of the Company pursuant to Article 6 of the Indenture and the corresponding provisions of the Note.

For the avoidance of doubt, notwithstanding anything in the Agreement to the contrary, the Company agrees that Temasek shall not be required to convert any portion of the Note held by it that remains outstanding and has not been converted or otherwise redeemed or exchanged as of or prior to the Maturity Date into shares of common stock of the Company.

Representations and Warranties.

The execution, delivery, and performance of this Side Letter by the Company has been duly authorized by all requisite corporate action on the part of the Company, and this Side Letter constitutes the legal, valid, and binding obligations of the Company enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Except for any Current Report on Form 8-K to be filed by the Company in connection with the transactions contemplated hereby, the Company is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Side Letter.

The execution, delivery, and performance of this Side Letter by the Company will not conflict with, require a consent, waiver or approval under, or result in a breach or default under, any of the terms of any agreement to which the Company is a party or by which any of the Company’s assets are bound.

Miscellaneous.

This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts entered into therein, without reference to principles of choice of law or conflicts of laws that might lead to the application of laws other than the laws of the State of Delaware.

Neither this Side Letter nor any right or obligations hereunder may be assigned or delegated by any of the parties hereto without the written consent of the other parties hereto.

c. This Side Letter may be executed in multiple counterparts, each of which will be deemed to be an original and all of which will be deemed to be a single document.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Very truly yours,

Amyris, Inc.

By:

/s/ John Melo

Name: John Melo

Title: President and CEO

Agreed and accepted by:

Maxwell (Mauritius) Pte Ltd

By:

/s/ Chia Song Hwee

Name: CHIA SONG HWEE

Title: AUTHORIZED SIGNATORY

EX-4.54 4 exh_454.htm EXHIBIT 4.54

Exhibit 4.54

Amyris, Inc.

5885 Hollis Street, Suite 100

Emeryville, California 94608

USA

May 12th, 2017

Total Raffinage Chimie S.A.

2, Place Jean Millier

La Défense 6, 92400

Courbevoie, France

SIDE LETTER

Reference is made to that certain (i) Maturity Treatment Agreement, dated as of July 29, 2015 (the “Agreement”), by and among Amyris, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule I thereto, including Total Raffinage Chimie S.A., as assignee of Total Energies Nouvelles Activités USA SAS (“Total”) and (ii) that certain 6.50% Convertible Senior Note due 2019, in the principal amount of $9,705,000 (No. A-2) (the “Note”), sold and issued by the Company to Total pursuant to that certain Indenture between the Company and Wells Fargo Bank, National Association, dated May 29, 2014 (the “Indenture”).

In connection with the Agreement and the Note, we are writing to you to confirm our mutual agreement on the issues set out below.

Definitions.

Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Agreement.

Treatment of Note at Maturity.

The Company hereby agrees that, notwithstanding anything in the Agreement to the contrary, any portion of the Note that remains outstanding on the maturity date of the Note (the “Maturity Date”), together with accrued interest and any other amounts due under the Note or the Indenture, shall be paid by the Company in cash, or converted into shares of common stock at Total’s option, in the amount and on such terms as set forth in the Note.

For the avoidance of doubt, notwithstanding anything in the Agreement to the contrary, the Company agrees that Total shall not be required to convert any portion of the Note held by it that remains outstanding and

has not been converted or otherwise redeemed or exchanged as of or prior to the Maturity Date into shares of common stock of the Company.

Representations and Warranties.

Miscellaneous.

Neither this Side Letter nor any right or obligations hereunder may be assigned or delegated by any of the parties hereto without the written consent of the other parties hereto.

This Side Letter may be executed in multiple counterparts, each of which will be deemed to be an original and all of which will be deemed to be a single document.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Very truly yours,

Amyris, Inc.

By:

/s/ John Melo

Name: John Melo

Title: President and CEO

Agreed and accepted by:

Total Raffinage Chimie S.A.

By:

/s/ Nathalie Brunelle

Name: Nathalie Brunelle

Title: Deputy CEO

EX-4.69 5 exh_469.htm EXHIBIT 4.69

Exhibit 4.69

FIRST AMENDMENT TO UNSECURED PROMISSORY NOTE

This First Amendment to Unsecured Promissory Note (this “Amendment”) is made and entered into as of May 15, 2017, by and between Amyris, Inc., a Delaware corporation (the “Company”) and Bolding Investment S.A. (the “Investor”).

RECITALS

WHEREAS, on February 12, 2016 the Company issued to the Investor an Unsecured Promissory Note in the principal amount of $2,000,000 (the “Note”), which Note is attached hereto as Exhibit A.

WHEREAS, the Company and the Investor desire to amend the Note as set forth herein.

WHEREAS, pursuant to Section 8.7 of the Note, the Note may be amended with the written consent of the Company and the Investor.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

Extension of Maturity Date. The definition of “Maturity Date” in Section 1 of the Note is hereby deleted in its entirety and replaced with the following:

“Maturity Date” means November 15, 2017.

Full Force and Effect. Except as expressly modified by this Amendment, the terms of the Note shall remain in full force and effect.

[Remainder of Page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

AMYRIS, INC.

By:

/s/ John Melo

Name: John Melo

Title: President and Chief Executive Officer

[Signature Page to First Amendment to Unsecured Promissory Note]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

BIOLDING INVESTMENT S.A.

By:	/s/ Jean Paul C. Soulie

Name:	Jean Paul C. Soulie

Title:	Director

[Signature Page to First Amendment to Unsecured Promissory Note]

Exhibit A

See attached.

UNSECURED PROMISSORY NOTE

U.S.$2,000,000.00

Issue Date: February 12, 2016

THE SECURITIES REPRESENTED BY THIS NOTE AND THE SECURITIES THAT MAY BE ISSUED AS REPAYMENT FOR THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REASONABLY REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.

Subject to the terms and conditions of this Note, for value received, Amyris, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of BIOLDING INVESTMENT S.A. or registered assigns (“Holder”), the principal sum of TWO MILLION UNITED STATES DOLLARS ($2,000,000), or such lesser amount as shall then equal the outstanding principal amount hereunder, together with interest accrued on the unpaid principal amount at the Applicable Rate. Interest shall begin to accrue on the Issue Date set forth above, shall continue to accrue on the outstanding principal until the entire Balance is paid, and shall be computed based on the actual number of days elapsed and on a year of 365 days.

This Note was issued pursuant to the Note and Warrant Purchase Agreement, dated as of February 12, 2016 (as amended from time to time, the “Agreement”), by and among the Company, the original holder of this Note and the other parties thereto and is subject to provisions of the Agreement.

The following is a statement of the rights of Holder and the terms and conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees.

1. DEFINITION. The following definitions shall apply for purposes of this Note.

“Affiliate” has the meaning ascribed to it in Rule 144 promulgated under the Securities Act.

“Applicable Rate” means a rate equal to the lower of: (a) the Highest Lawful Rate; and (b) thirteen and a half percent (13.50%) per annum.

“Balance” means, at the applicable time, the sum of all then outstanding principal of this Note, all then accrued but unpaid interest and all other amounts then accrued but unpaid under

this Note.

“Board of Directors” means the Company’s Board of Directors.

“Business Day” means a weekday on which banks are open for general banking business in San Francisco, California.

“Change of Control” shall mean the occurrence of any of the following: (i) the consolidation of the Company with, or the merger of the Company with or into, another “person” (as such term is used in Rule 13d-3 and Rule 13d-5 of the Exchange Act), or the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, or the consolidation of another “person” with, or the merger of another “person” into, the Company, other than in each case pursuant to a transaction in which the “persons” that “beneficially owned” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, the Voting Shares of the Company immediately prior to the transaction “beneficially own”, directly or indirectly, Voting Shares representing at least a majority of the total voting power of all outstanding classes of voting stock of the surviving or transferee person; (ii) the adoption by the Company of a plan relating to the liquidation or dissolution of the Company; (iii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” becomes the “beneficial owner” directly or indirectly, of more than 50% of the Voting Shares of the Company (measured by voting power rather than number of shares); or (iv) the first day on which a majority of the members of the Board of Directors does not consist of Continuing Directors.

“Company” shall include, in addition to the Company identified in the opening paragraph of this Note, any corporation or other entity which succeeds to the Company’s obligations under this Note, whether by permitted assignment, by merger or consolidation, operation of law or otherwise.

“Continuing Director” shall mean, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on the Issue Date or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election and who voted with respect to such nomination or election; provided that a majority of the members of the Board of Directors voting with respect thereto shall at the time have been Continuing Directors.

“Event of Default” has the meaning set forth in Section 5.

“Financing Document” means each of this Note, the Notes, the Agreement and any other document entered into, executed or delivered under or in connection with, or for the purpose of amending, any of such documents.

“Highest Lawful Rate” means the maximum non-usurious rate of interest, as in effect from time to time, which may be charged, contracted for, reserved, received or collected by Holder in connection with this Note under applicable law.

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“Lost Note Documentation” means documentation satisfactory to the Company with regard to a lost or stolen Note, including, if required by the Company, an affidavit of lost note and an indemnification agreement by Holder in favor of the Company with respect to such lost or stolen Note.

“Maturity Date” means May 15, 2017.

“Note” means this Unsecured Promissory Note.

“Notes” means a series of unsecured promissory notes aggregating up to no more than $20,000,000 in original principal amount issued under the Agreement, of which this Note is one, each such note containing substantially identical terms and conditions as this Note.

“Person” means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization, joint venture or other entity or any governmental authority.

“Principal Balance” means, at the applicable time, all then outstanding principal of this Note.

“Subsidiary” means, with respect to any specified Person: (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Voting Shares” of any person means capital shares or capital stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

2. PAYMENT AT MATURITY DATE; INTEREST.

2.1 Payment at Maturity Date.

(a) If this Note has not been previously prepaid pursuant to Section 3.1 prior to the Maturity Date, then the entire Balance shall be due and payable in full in cash on the Maturity Date.

(b) All rights with respect to this Note shall terminate upon the repayment of the entire Balance of this Note as provided in Section 2.1(a). Notwithstanding the foregoing, Holder agrees to surrender this Note to the Company (or Lost Note Documentation where applicable) as soon as practicable after repayment pursuant to Section 2.1.

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(c) Notwithstanding anything herein to the contrary, if during any period for which interest is computed hereunder, the amount of interest computed on the basis provided for in this Note, together with all fees, charges and other payments which are treated as interest under applicable law, as provided for herein or in any other document executed in connection herewith, would exceed the amount of such interest computed on the basis of the Highest Lawful Rate, then the Company shall not be obligated to pay, and Holder shall not be entitled to charge, collect, receive, reserve or take, interest in excess of the Highest Lawful Rate, and during any such period the interest payable hereunder shall be computed on the basis of the Highest Lawful Rate.

3. Prepayment; Change of control.

3.1 Prepayment. The Company may at any time, without penalty, upon at least five (5) days’ advance written notice to Holder, prepay all or any portion of the unpaid Balance of this Note. Any such prepayment shall be applied as provided in Section 4 below.

3.2 Change of Control Payment. If the Company completes a Change of Control before the payment of the entire Balance of this Note, then upon the closing of such Change of Control, Holder shall be entitled to be repaid the entire Balance of this Note.

4. Notes Pari Passu; APPLICATION OF PAYMENTS. Each of the Notes shall rank equally without preference or priority of any kind over one another, and all payments and recoveries under any other Financing Document payable on account of principal and interest on the Notes shall be paid and applied ratably and proportionately on the Balances of all outstanding Notes on the basis of their original principal amount. Subject to the foregoing provisions of this Section, all payments will be applied first to the repayment of accrued fees and expenses under this Note, then to accrued interest until all then outstanding accrued interest has been paid in full, and then to the repayment of principal until all principal has been paid in full. If after all applications of such payments have been made as provided in this Section, then the remaining amount of such payment that are in either case in excess of the aggregate Balance of all outstanding Notes, shall be returned to the Company.

5. EVENTS OF DEFAULT. Each of the following events shall constitute an “Event of Default” hereunder:

(a) The Company fails to make any payment when due under this Note on the applicable due date or within five (5) days after written notice of such failure has been given on behalf of Holder to the Company;

(b) A receiver is appointed for any material part of the Company’s property, the Company makes a general assignment for the benefit of creditors, or the Company becomes a debtor or alleged debtor in a case under the U.S. Bankruptcy Code or becomes the subject of any other bankruptcy or similar proceeding for the general adjustment of its debts or for its liquidation;

(c) The Company breaches any material obligation to any Holder under this Note and does not cure such breach within twenty (20) days after written notice thereof has been given by or on behalf of such Holder to the Company; or

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(d) The Company’s Board of Directors or stockholders adopt a resolution for the liquidation, dissolution or winding up of the Company.

Upon the occurrence of any Event of Default, all accrued but unpaid expenses, accrued but unpaid interest, all principal and any other amounts outstanding under this Note shall (i) in the case of any Event of Default under Section 5(b), become immediately due and payable in full without further notice or demand by Holder and (ii) in the case of any Event of Default other than under Section 5(b), become immediately due and payable upon written notice by or on behalf of all Holder(s) of then outstanding Notes. Notwithstanding any other provision of this Note, Holder agrees that Holder will exercise Holder’s rights and remedies under this Note only in concert with all other holders of outstanding Notes and will not take any action, including commencement or prosecution of litigation or any other proceeding to collect this Note, except as agreed by the holders of a majority of the then outstanding principal amount of the Notes.

6. PROVISIONS RELATING TO Stockholder RIGHTS. This Note does not entitle Holder to any voting rights or other rights as a stockholder of the Company. No provisions of this Note and no enumeration herein of the rights or privileges of Holder, shall cause Holder to be a stockholder of the Company for any purpose.

7. REPRESENTATIONS AND WARRANTIES OF HOLDER. In order to induce the Company to issue this Note to the original Holder, the original Holder has made representations and warranties to the Company as set forth in the Agreement.

8. GENERAL PROVISIONS.

8.1 Waivers. The Company and all endorsers of this Note hereby waive notice, presentment, protest and notice of dishonor.

8.2 Transfer. Neither this Note nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, without the Company’s prior written consent, which the Company may withhold in its sole discretion; provided, however, that this Note may be assigned, conveyed or transferred without the prior written consent of the Company to any Affiliate of Holder who (a) executes and delivers an acknowledgement that such transferee agrees to be subject to, and bound by, all the terms and conditions of this Note, (b) makes the representations and warranties to the Company that are set forth in Section 5 of the Agreement, and (c) (if requested by the Company) delivers to the Company an opinion of legal counsel, reasonably satisfactory to the Company, that such transfer complies with state and federal securities laws. Subject to the foregoing, the rights and obligations of the Company and Holder under this Note shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees.

8.3 Governing Law. This Note shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

8.4 Headings. The headings and captions used in this Note are used only for convenience and are not to be considered in construing or interpreting this Note. All references

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in this Note to sections and exhibits shall, unless otherwise provided, refer to sections hereof and exhibits attached hereto, all of which exhibits are incorporated herein by this reference.

8.5 Notices. All notices, requests, and other communications hereunder shall be in writing and will be deemed to have been duly given and received (a) when personally delivered, (b) when sent by facsimile upon confirmation of receipt, (c) one business day after the day on which the same has been delivered prepaid to a nationally recognized courier service, or (d) five business days after the deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, in each case addressed, as to the Company, to Amyris, Inc., 5885 Hollis Street, Suite 100, Emeryville, CA 94608, Attn: General Counsel, facsimile number: , with a copy to Fenwick & West LLP, 801 California Street, Mountain View, CA 94041, Attn: , facsimile number: , and as to Holder at the address and facsimile number set forth opposite such Holder’s name on Schedule I to the Agreement or as otherwise indicated by Holder by providing notice of a change in its address, facsimile number, or other information to the Company. Holder and the Company may each agree in writing to accept notices and other communications to it hereunder by electronic communications pursuant to procedures reasonably approved by it; provided that approval of such procedures may be limited to particular notices or communications.

8.6 Place of Payment. Payments of the Principal and any interest and other payments hereunder shall be delivered to the Holder at the address specified in the Agreement or at such other address or the attention of such other person as specified by prior written notice to the Company, including any transferee of this Note.

8.7 Amendments and Waivers. This Note and all other Notes issued under the Agreement may be amended and provisions may be waived by the Note holders holding at least a majority of the then outstanding principal amount of Notes and the Company as provided in Section 11(j) of the Agreement. Any amendment or waiver effected in accordance with Section 11(j) of the Agreement shall be binding upon each holder of any Notes at the time outstanding, each future holder of the Notes and the Company.

8.8 Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Note to the extent they are held to be unenforceable and the remainder of the Note shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

[Signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Unsecured Promissory Note to be signed in its name as of the date first written above.

	THE COMPANY

	AMYRIS, INC.


	By:	/s/ John Melo
	Name:	John Melo
	Title	President & CEO

[Signature Page to Unsecured Promissory Note]

EX-4.81 6 exh_481.htm EXHIBIT 4.81

Exhibit 4.81

SECURED PROMISSORY NOTE

U.S. $3,000,000.00

Issue Date: April 13, 2017

THIS NOTE, AND THE COMPANY'S AND HOLDER’S RIGHTS AND OBLIGATIONS HEREUNDER, IS SUBJECT TO A SUBORDINATION AGREEMENT BETWEEN THE ORIGINAL HOLDER HEREOF, THE COMPANY, THE CREDITORS PARTY THERETO AND STEGODON CORPORATION, AS AGENT, DATED AS OF THE ISSUE DATE. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THIS NOTE AND THE SUBORDINATION AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT WILL CONTROL.

Subject to the terms and conditions of this Note, for value received, Amyris, Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of GINKGO BIOWORKS, INC. or registered assigns (“Holder”), the principal sum of Three Million Dollars ($3,000,000), or such lesser amount as shall then equal the outstanding principal amount hereunder, together with interest accrued on the unpaid principal amount at the Applicable Rate. Interest shall begin to accrue on the Issue Date set forth above, shall continue to accrue on the outstanding principal until the entire Balance is paid, and shall be computed based on the actual number of days elapsed and on a year of 365 days.

The following is a statement of the rights of Holder and the terms and conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees.

1. DEFINITION. The following definitions shall apply for purposes of this Note.

“Affiliate” has the meaning ascribed to it in Rule 144 promulgated under the Securities Act.

“Agent” has the meaning assigned to such term in the Loan Agreement.

“Applicable Rate” means a rate equal to the lower of: (a) the Highest Lawful Rate; and (b) thirteen and one half percent (13.5%) per annum.

“Balance” means, at the applicable time, the sum of all then outstanding principal of this Note, all then accrued but unpaid interest and all other amounts then accrued but unpaid under this Note.

“Board of Directors” means the Company’s Board of Directors.

“Business Day” means a weekday on which banks are open for general banking business in San Francisco, California.

“Capital Lease Obligation” means, at the time any determination thereof is to be made,

the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

“Collaboration Agreement” means that certain Collaboration Agreement by and between the Holder and the Company dated as of September 30, 2016 (as may be amended, modified, supplemented, or restated from time to time).

“Debt” shall mean, with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker’s acceptances or representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property or representing any Hedging Obligations, except any such balance that constitutes an accrued expense or trade payable, if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, as well as all Debt of others secured by a Lien on any asset of such Person (whether or not such Debt is

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assumed by such Person) and Lease Debt and, to the extent not otherwise included, the Guarantee by such Person of any Debt of any other Person. The amount of any Debt outstanding as of any date shall be (i) the accreted value thereof, in the case of any Debt that does not require current payments of interest or (ii) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Debt.

“Event of Default” has the meaning set forth in Section 6.

“Financing Document” means each of this Note and any other document entered into, executed or delivered under or in connection with, or for the purpose of amending, any of such documents.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect from time to time.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under (i) currency exchange or interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates.

“Lease Debt” means, with respect to any Person, (i) the amount of any accrued and unpaid obligations of such Person arising under any lease or related document (including a purchase agreement, conditional sale or other title retention agreement) in connection with the lease of real property or improvement thereon (or any personal property included as part of any such lease) which provides that such Person is contractually obligated to purchase or cause a third party to purchase the leased property or pay an agreed upon residual value of the leased property to the lessor (whether or not such lease transaction is characterized as an operating lease or a capitalized lease in accordance with GAAP) and (ii) the guarantee, direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of any of the amounts set forth in (i) above.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

“Loan Agreement” means that certain Loan and Security Agreement dated as of March 29, 2014, as amended and/or waived, including on June 12, 2014, March 31, 2015, October 12, 2015, November 30, 2015, May 9, 2016, June 24, 2016, June 29, 2016, July 18, 2016, October 5,

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2016, October 6, 2016, October 27, 2016, November 29, 2016, December 5, 2016, December 14, 2016, December 17, 2016, December 30, 2016 and January 10, 2017 (as amended and/or waived) by and between the Company, and each of its Subsidiaries that has delivered a Joinder Agreement (collectively, “Borrower”), the other financial institutions or entities from time to time parties to the Loan Agreement (collectively, referred to as “Lender”) and Stegodon Corporation, a Delaware corporation, as assignee of Hercules Capital, Inc., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (“Agent”).

“Material Adverse Effect” is defined in Section 7.1.

“Maturity Date” means May 15, 2017.

“Note” means this Secured Promissory Note.

“Notes” means a series of secured promissory notes aggregating up to no more than $3,000,000 in original principal amount issued under the Agreement, of which this Note is one, each such note containing substantially identical terms and conditions as this Note.

“Past Due Incentive Payments” is defined in Section 7.10.

“Pre-Closing Consents” is defined in Section 7.3.

“Previously Disclosed” means information set forth in or incorporated by reference into the SEC Documents filed with the SEC on or after November 9, 2015 but prior to the date hereof (except for risks and forward-looking information set forth in the “Risk Factors” section of the applicable SEC Documents or in any forward-looking statement disclaimers or similar statements that are similarly non-specific and are predictive or forward-looking in nature).

“Principal Balance” means, at the applicable time, all then outstanding principal of this Note.

“SEC” is defined in Section 7.4.

“Subordination Agreement” means that certain Subordination Agreement dated as of October 27, 2016 by and among the Holder, the Company and the Agent, as ratified by that certain Ratification and Confirmation Agreement dated as of April 13, 2017.

“Subsidiary” means, with respect to any specified Person: (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares

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of capital stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“The NASDAQ Stock Market” is defined in Section 7.4.

“Voting Shares” of any Person means capital shares or capital stock of such Person which ordinarily has voting power for the election of directors (or Persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

2. PAYMENT AT MATURITY DATE; INTEREST.

2.1 Payment at Maturity Date.

(a) If this Note has not been previously prepaid in full pursuant to Section 4.1 prior to the Maturity Date, then the entire Balance shall be due and payable in full in cash on the Maturity Date.

3. SECURITY INTEREST.

(a) As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of all the Secured Obligations and any other obligations owed to the Holder by the Company, whether due and payable now or in the future and whether arising under this Note or otherwise, Company grants to each Holder a security interest in all of Company’s right, title, and interest in and to the following personal property whether now owned or hereafter acquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment

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Property (but excluding thirty-five percent (35%) of the capital stock of any Foreign Subsidiary); (g) Deposit Accounts; (h) all cash and liquid funds; (i) Goods; (j) Collateral IP; and all other tangible and intangible personal property of Company whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Company and wherever located, and any of Company’s property in the possession or under the control of Holder; and, to the extent not otherwise included, all proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing. Notwithstanding the broad grant of the security interest set forth in this section, the Collateral shall not include (w) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Company of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, (x) Company’s equity interests in Total Amyris BioSolutions and all other “Collateral” as defined in that certain Deed of Pledge of Shares, dated as of December 2, 2013, by Company to Total Energies Nouvelles Activités USA, (y) Company’s equity interests in Novvi, LLC or SMA Industria Quimica S.A. and (iv) any Excluded Intellectual Property.

The following capitalized terms shall have the following meanings:

(i) “Collateral IP” means all Intellectual Property other than Excluded Intellectual Property.

(ii) “Copyright License” means any written agreement granting any right to use any Copyright or Copyright registration, now owned or hereafter acquired by Company or in which Company now holds or hereafter acquires any interest.

(iii) “Copyrights” means all copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof, or of any other country.

(iv) “Excluded Intellectual Property” has the meaning set forth in that certain Loan and Security Agreement dated as of March 29, 2014, by and between the Company, and each of its subsidiaries that are borrowers thereunder, the several banks and other financial institutions or entities party thereto from time to time and Agent, as amended, amended and restated, supplemented or otherwise modified from time to time.

(v) “Foreign Subsidiary” means any subsidiary other than a subsidiary organized under the laws of any state within the United States or the District of Columbia.

(vi) “Intellectual Property” means all of Company’s Copyrights; Trademarks; Patents; Licenses; trade secrets and inventions; mask works; Company’s applications therefor and reissues, extensions, or renewals thereof; and Company’s goodwill associated with any of the foregoing, together with Company’s rights to sue for past, present and future infringement of Intellectual Property and the goodwill associated therewith.

(vii) “License” means any Copyright License, Patent License, Trademark License or other license of rights or interests.

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(viii) “Patent License” means any written agreement granting any right with respect to any invention on which a Patent is in existence or a Patent application is pending, in which agreement Company now holds or hereafter acquires any interest.

(ix) “Patents” means all letters patent of, or rights corresponding thereto, in the United States or in any other country, all registrations and recordings thereof, and all applications for letters patent of, or rights corresponding thereto, in the United States or any other country.

(x) “Secured Obligations” means Company’s obligations under this Note, including any obligation to pay any amount now owing or later arising.

(xi) “Trademark License” means any written agreement granting any right to use any Trademark or Trademark registration, now owned or hereafter acquired by Company or in which Company now holds or hereafter acquires any interest.

(xii) “Trademarks” means all trademarks (registered, common law or otherwise) and any applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof.

Unless otherwise defined herein or in the Notes, terms that are used in this Section 3 shall have the meanings given to them in the Uniform Commercial Code as the same is, from time to time, in effect in the State of California; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Holder’s lien on any Collateral is governed by the Uniform Commercial Code as the same is, from time to time, in effect in a jurisdiction other than the State of California, then such terms shall have the meanings given to them in the Uniform Commercial Code as in effect, from time to time, in such other jurisdiction.

Upon the occurrence and during the continuance of any Event of Default, Holder may, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as Holder may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Company agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the Company. The Holder may require the Company to assemble the Collateral and make it available to Holder at a place designated by Holder that is reasonably convenient to Holder and the Company. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Holder in the following order of priorities:

First, to Holder in an amount sufficient to pay in full Holder’s costs and professionals’ and advisors’ fees and expenses;

Second, to Holder in an amount equal to the then unpaid amount of the Secured Obligations (including principal and interest), in such order and priority as Holder may choose in its sole discretion; and

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Finally, after the full, final, and indefeasible payment in cash of all of the Secured Obligations, to any creditor holding a junior lien on the Collateral, or to the Company or its representatives or as a court of competent jurisdiction may direct.

The Holder shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

The Holder shall be under no obligation to marshal any of the Collateral for the benefit of the Company or any other person, and the Company expressly waives all rights, if any, to require the Holder to marshal any Collateral.

The Company hereby agrees to enter into any additional Security Documents (as defined below) with the Holder as may be reasonably required by the Holder in connection with the grant of the security interest contemplated by this Section 3, provided, however, that such security interest shall be subject to the Subordination Agreement. As used herein, “Security Documents” means each security agreement, all other mortgages, deeds of trust, security agreements, pledge agreements, assignments, control agreements, financing statements and other documents as shall from time to time secure or relate to the Secured Obligations or any part thereof, or any other obligations of the Company to the Holder, in each case, executed by the Company or any subsidiary of the Company. The Company shall from time to time procure any instruments or documents as may be reasonably requested by Holder, and take all further action that may be necessary or desirable, or that Holder may reasonably request, to perfect and protect the liens granted hereby and thereby. In addition, the Company hereby authorizes the Holder to execute and deliver on behalf of the Company and to file such financing statements, collateral assignments, notices, control agreements, security agreements and other documents without the signature of the Company either in Holder’s name or in the name of Holder as agent and attorney-in-fact for the Company. The Holder shall have all of the rights and remedies of a secured creditor under the Uniform Commercial Code.

4. Prepayment; Change of control.

4.1 Prepayment. The Company may at any time, without penalty, upon at least five (5) days’ advance written notice to Holder, prepay all or any portion of the unpaid Balance of this Note. Any such prepayment shall be applied as provided in Section 5 below.

4.2 Change of Control Payment. If the Company completes a Change of Control before the payment of the entire Balance of this Note, then upon the closing of such Change of Control, Holder shall be entitled to be repaid the entire Balance of this Note.

5. Notes Pari Passu; APPLICATION OF PAYMENTS. Each of the Notes shall rank equally without preference or priority of any kind over one another, and all payments and recoveries under any other Financing Document payable on account of principal and interest on the Notes shall be paid and applied ratably and proportionately on the Balances of all outstanding Notes on the basis of their original principal amount. Subject to the foregoing provisions of this Section, all payments will be applied first to the repayment of accrued fees and expenses under this Note, then to accrued interest until all then outstanding accrued interest has

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been paid in full, and then to the repayment of principal until all principal has been paid in full. If after all applications of such payments have been made as provided in this Section, then the remaining amount of such payment that is in either case in excess of the aggregate Balance of all outstanding Notes, shall be returned to the Company.

6. EVENTS OF DEFAULT. Each of the following events shall constitute an “Event of Default” hereunder:

(d) A default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt for money borrowed by the Company (or the payment of which is guaranteed by the Company, whether such Debt or guarantee now exists, or is created after the Issue Date of this Note, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Debt prior to the expiration of the grace period provided in such Debt on the date of such default or (b) results in the acceleration of such Debt prior to its express maturity and, in each case in clause (a) or (b), the principal amount of any such Debt, together with the principal amount of any other such Debt that has not been paid when due, or the maturity of which has been so accelerated, aggregates $10,000,000 or more;

(e) The Company’s Board of Directors or stockholders adopt a resolution for the liquidation, dissolution or winding up of the Company; or

(f) The occurrence of a default or an Event of Default (as defined in the Collaboration Agreement) under the Collaboration Agreement after the date hereof.

Upon the occurrence of any Event of Default, all accrued but unpaid expenses, accrued but unpaid interest, all principal and any other amounts outstanding under this Note shall (i) in the case of any Event of Default under Section 6(b), become immediately due and payable in full without further notice or demand by Holder and (ii) in the case of any Event of Default other than under Section 6(b), become immediately due and payable upon written notice by or on behalf of all Holder(s) of then outstanding Notes. Notwithstanding any other provision of this Note, Holder agrees that Holder will exercise Holder’s rights and remedies under this Note only in concert with all other holders of outstanding Notes and will not take any action, including commencement or prosecution of litigation or any other proceeding to collect this Note, except

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as agreed by the holders of a majority of the then outstanding principal amount of the Notes.

7. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants to the Holder as follows:

7.1 Organization and Standing. The Company is duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is qualified to do business as a foreign entity in every jurisdiction in which the failure to be so qualified would have, or would reasonably be expected to have, a material adverse effect, individually or in the aggregate, upon the business, properties, tangible and intangible assets, liabilities, operations, prospects, financial condition or results of operation of the Company or the ability of the Company to perform its obligations under this Note (a “Material Adverse Effect”). For the purposes of clarity, the implementation of any plan for the significant restructuring of the Company, which has been approved by the Board of Directors of the Company as of the date hereof, shall not constitute a Material Adverse Effect.

7.2 Power. The Company has all requisite power to execute and deliver this Note, to sell and issue the Note, and to carry out and perform its obligations under the terms of this Note.

7.3 Authorization. Subject to any waivers of covenants limiting the Company’s ability to incur further debt under outstanding debt instruments and loans, each of which would be obtained or waived as required prior to the closing (the “Pre-Closing Consents”), the execution, delivery, and performance of the Note by the Company has been duly authorized by all requisite action on the part of the Company and its officers, directors and stockholders, and this Note constitutes the legal, valid, and binding obligation of the Company enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

7.4 Consents and Approvals. Except for any Current Report on Form 8-K or other document to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the transactions contemplated hereby, the Company is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated hereby. No consent, approval, authorization or other order of, or registration, qualification or filing with, any court, regulatory body, administrative agency, self-regulatory organization, stock exchange or market (including The NASDAQ Stock Market LLC (“The NASDAQ Stock Market”), or other governmental body is required for the execution and delivery of the Note, the valid issuance, sale and delivery of the Notes to be sold hereunder other than such as have been made or obtained, or for any securities filings required to be made under federal or state securities laws applicable to the offering of the Notes.

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7.5 Non-Contravention. The execution and delivery of this Note and, following satisfaction of the closing conditions set forth in Section 9 hereof, the issuance, sale and delivery of the Note and the performance by the Company of its obligations under the Note and/or the consummation of the transactions contemplated thereby, will not (a) conflict with, result in the breach or violation of, or constitute (with or without the giving of notice or the passage of time or both) a violation of, or default under, (i) subject to obtaining the Pre-Closing Consents, any bond, debenture, note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Company or any subsidiary is a party or by which it or its properties may be bound or affected, (ii) the Company’s Restated Certificate of Incorporation, as amended and as in effect on the date hereof, the Company’s Bylaws, as amended and as in effect on the date hereof, or the equivalent document with respect to any subsidiary, as amended and as in effect on the date hereof, or (iii) any statute or law, judgment, decree, rule, regulation, ordinance or order of any court or governmental or regulatory body (including The NASDAQ Stock Market), governmental agency, arbitration panel or authority applicable to the Company, any of its subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for such conflicts, breaches, violations or defaults that would not be likely to have, individually or in the aggregate, a Material Adverse Effect, or (b) except for any security interests granted pursuant to the Note, result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any of the material properties or assets of the Company or any of its subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any if its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject. For purposes of this Section 7.5, the term “material” shall apply to agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound involving obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000 in a 12-month period.

7.6 Legal Proceedings. Except as Previously Disclosed, there is no action, suit or proceeding before any court, governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against the Company or its subsidiaries wherein an unfavorable decision, ruling or finding would reasonably be expected to, individually or in the aggregate, (i) materially adversely affect the validity or enforceability of, or the authority or ability of the Company to perform its obligations under, the Note or (ii) have a Material Adverse Effect. The Company is not a party to or subject to the provisions of any injunction, judgment, decree or order of any court, regulatory body, administrative agency or other governmental agency or body that might have, individually or in the aggregate, a Material Adverse Effect.

7.7 No Violations. Neither the Company nor any of its subsidiaries is in violation of its respective certificate of incorporation, bylaws or other organizational documents, or to its knowledge, is in violation of any statute or law, judgment, decree, rule, regulation, ordinance or order of any court or governmental or regulatory body (including The NASDAQ Stock Market), governmental agency, arbitration panel or authority applicable to the Company or any of its subsidiaries, which violation, individually or in the aggregate, would be reasonably

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likely to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is in default (and there exists no condition which, with or without the passage of time or giving of notice or both, would constitute a default) in the performance of any bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or by which the properties of the Company are bound, which would be reasonably likely to have a Material Adverse Effect. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company and the Company is not an “ineligible issuer” pursuant to Rules 164, 405 and 433 under the Securities Act. The Company has not received any comment letter from the SEC relating to any SEC Documents which has not been resolved. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act.

7.8 Listing Compliance. Except as disclosed in its filings with the SEC, the Company is in compliance with the requirements of The NASDAQ Stock Market for continued listing of the Common Stock thereon and has no knowledge of any facts or circumstances that could reasonably lead to delisting of its Common Stock from The NASDAQ Stock Market. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or the listing of the Common Stock on The NASDAQ Stock Market, nor has the Company received any notification that the SEC or The NASDAQ Stock Market is contemplating terminating such registration or listing. The transactions contemplated by the Note will not contravene the rules and regulations of The NASDAQ Stock Market.

7.9 Provisions Relating to Stockholder Rights. This Note does not entitle Holder to any voting rights or other rights as a stockholder of the Company. No provisions of this Note and no enumeration herein of the rights or privileges of Holder, shall cause Holder to be a stockholder of the Company for any purpose.

7.10 Acknowledgement. The Company acknowledges that a portion of the Incentive Payments (as defined in the Collaboration Agreement) paid to the Company from Givaudan in June 2016 and December 2016, in an aggregate amount of $3,000,000, is due and payable by it to the Holder pursuant to Section 6.4(b) of the Collaboration Agreement (such obligations, the “Past Due Incentive Payments”). The Company further acknowledges and agrees that the execution and delivery of this Note to the Holder in satisfaction of the Past Due Incentive Payments does not constitute a waiver of any default or any other rights of the Holder arising under or relating to the Collaboration Agreement.

8. CONDITIONS PRECEDENT. The Holder’s obligation to accept delivery of this Note and to pay for such Holder’s Note at the closing shall be subject to the satisfaction of all the conditions precedent set forth below:

8.1 Good Standing. The Company shall be validly existing as a corporation in good standing under the laws of Delaware as evidenced by a certificate of the Secretary of State of the State of Delaware, a copy of which shall be provided to the Holder at the closing.

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8.2 Board Approval. The terms and conditions of the issuance of the Note and all other documents related hereto shall have been duly approved by the Board of Directors of the Company (including the Audit Committee and at least six directors who are disinterested with respect to the transactions contemplated hereby).

8.3 Other Approvals. The Company shall have obtained all governmental, regulatory or third party consents and approvals required in connection with the transactions contemplated hereby, if any, including, without limitation, obtaining any waivers of any other negative covenants and pro rata or similar preemptive rights that may apply to the issuance of the Notes.

8.4 Financial Reporting. The Company shall have delivered all financial reports and information required to be delivered to Agent pursuant to Section 7.1 of the Loan Agreement.

9. RIGHT OF SETOFF. If an Event of Default shall have occurred and be continuing or if any Holder shall have been served with a trustee process or similar attachment relating to property of the Company, such Holder is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) and/or any and all amounts owed by such Holder to the Company (whether arising under this Agreement or otherwise, in whatever currency) at any time owing by such Holder to or for the account of the Company against any and all other obligations now or hereafter existing under this Note, any other Financing Document, or any other agreement between the Holder and the Company, regardless of the adequacy of the Collateral, and irrespective of whether or not such Holder shall have made any demand under this Note, any other Financing Document, or any other agreement, and although such obligations of the Company may be contingent or unmatured. The rights of each Holder under this Section are in addition to other rights and remedies (including other rights of setoff) that such Holder may have. Each Holder agrees to notify the Company promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10. NO DEFENSES. The Company hereby acknowledges and agrees that as of the date hereof: (a) it does not have any claim or cause of action related to any agreement between or among the Company and the Holder against the Holder (or any of their respective directors, officers, employees, agents, subsidiaries, affiliates, attorneys, attorneys’ consultants, predecessors, successors or assigns); (b) it does not have any offset right, counterclaim, or defense of any kind against the Secured Obligations or any portion thereof; and (c) the Holder has heretofore properly performed and satisfied in a timely manner all of its obligations and commitments to the Company. For and in consideration of the agreements contained in this Note and other good and valuable consideration, the Company unconditionally and irrevocably releases, waives, and forever discharges the Holder, together with its respective predecessors, successors, assigns, subsidiaries, affiliates, agents, employees, directors, officers, attorneys and attorneys’ consultants (collectively, the “Released Parties”), from the following, in each case only as related to the Collaboration Agreement and any other agreement between or between the Company and the Holder: (x) any and all liabilities, obligations, duties, promises, or indebtedness of any kind (if any) of the Released Parties to the Company or any of its affiliates,

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which existed, arose, or occurred at any time from the beginning of the world to the date of this Note, and (y) all claims, offsets, causes of action, suits, or defenses of any kind whatsoever (if any), which the Company or any of its affiliates might otherwise have against the Released Parties, or any of them, in either case (x) or (y) on account of any condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance, or matter of any kind, which existed, arose, or occurred at any time from the beginning of the world to the date of this Note. Notwithstanding anything to the contrary herein, the Company does not hereby release, waive, or forever discharge the Released Parties from any claims, offsets, causes of action, suits or defenses of any kind relating to any conduct or action by the Holder that is illegal under federal, state or local law.

11. GENERAL PROVISIONS.

11.1 Waivers. The Company and all endorsers of this Note hereby waive notice, presentment, protest and notice of dishonor.

11.2 Transfer. Neither this Note nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, without the Company’s prior written consent, which the Company may withhold in its sole discretion; provided, however, that this Note may be assigned, conveyed or transferred without the prior written consent of the Company to any Affiliate of Holder who (a) executes and delivers an acknowledgement that such transferee agrees to be subject to, and bound by, all the terms and conditions of this Note, (b) makes the representations and warranties to the Company that are set forth in Section 7 of this Note, and (c) (if requested by the Company) delivers to the Company an opinion of legal counsel, reasonably satisfactory to the Company, that such transfer complies with state and federal securities laws. Subject to the foregoing, the rights and obligations of the Company and Holder under this Note shall be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees.

11.3 Governing Law. This Note shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

11.4 Headings. The headings and captions used in this Note are used only for convenience and are not to be considered in construing or interpreting this Note. All references in this Note to sections and exhibits shall, unless otherwise provided, refer to sections hereof and exhibits attached hereto, all of which exhibits are incorporated herein by this reference.

11.5 Notices. All notices, requests, and other communications hereunder shall be in writing and will be deemed to have been duly given and received (a) when personally delivered, (b) when sent by facsimile upon confirmation of receipt, (c) one business day after the day on which the same has been delivered prepaid to a nationally recognized courier service, or (d) five business days after the deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, in each case addressed, as to the Company, to Amyris, Inc., 5885 Hollis Street, Suite 100, Emeryville, CA 94608, Attn: General Counsel, facsimile number: , with a copy to Fenwick & West LLP, 801 California Street, Mountain View, CA 94041, Attn: , facsimile number: , and as to Holder, to

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Ginkgo Bioworks, Inc., 27 Drydock Ave., Floor B, Boston, MA 02127, Attn: , or as otherwise indicated by Holder by providing notice of a change in its address, facsimile number, or other information to the Company. Holder and the Company may each agree in writing to accept notices and other communications to it hereunder by electronic communications pursuant to procedures reasonably approved by it; provided that approval of such procedures may be limited to particular notices or communications.

11.6 Place of Payment. Payments of the Principal and any interest and other payments hereunder shall be delivered to the Holder at the address specified in the Agreement or at such other address or the attention of such other Person as specified by prior written notice to the Company, including any transferee of this Note.

11.7 Amendments and Waivers. This Note may be amended and provisions may be waived by written agreement of the Company and the Holder. Any amendment or waiver effected in accordance with this Section shall be binding upon each holder of the Note, each future holder of the Note, and the Company.

11.8 Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, then such provision(s) shall be excluded from this Note to the extent they are held to be unenforceable and the remainder of the Note shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

[Signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Secured Promissory Note to be signed in its name as of the date first written above.

	THE COMPANY

	AMYRIS, INC.


	By:	/s/ Kathleen Valiasek
	Name:	Kathleen Valiasek
	Title:	Chief Financial Officer

[Secured Promissory Note Signature Page]

EX-4.91 7 exh_491.htm EXHIBIT 4.91

Exhibit 4.91

Voting Agreement

This Voting Agreement (this “Agreement”) is entered into as of May 4, 2017, by and between the stockholders listed on the signature page hereto (each, a “Stockholder” and collectively, the “Stockholders”), and Amyris, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not otherwise defined shall have the meaning given to them in the Purchase Agreements (as defined below).

Recitals

Whereas, the execution and delivery of this Agreement by each Stockholder is a material inducement to the willingness of certain investors (the “Investors”) to enter into one or more Securities Purchase Agreements subsequent to the date hereof (collectively, the “Purchase Agreements”), by and among the Company and the Investors party thereto, pursuant to which, subject to the terms and conditions set forth in the Purchase Agreements, such Investors will purchase for an aggregate purchase price of up to $110,000,000, shares of the Company’s Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock (collectively, the “Shares”) and warrants to purchase shares of the Company’s Common Stock (the “Warrants”) (such sale and issuance of Shares and Warrants, the “Offering”).

Whereas, each Stockholder understands and acknowledges that the Company and Investors are entitled to rely on (i) the truth and accuracy of such Stockholder’s representations contained herein and (ii) such Stockholder’s performance of the obligations set forth herein.

Now, Therefore, in consideration of the promises and the covenants and agreements set forth in the Purchase Agreements and in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Shares Subject to this Agreement. Except as otherwise stated herein and until such time as this Agreement shall terminate in conformity with Section 6(m) hereunder, each Stockholder agrees to hold all shares of voting capital stock of the Company registered in its name or beneficially owned by it and/or over which it exercises voting control as of the date of this Agreement and any other shares of voting capital stock of the Company legally or beneficially held or acquired by it after the date hereof or over which it exercises voting control (the “Voting Shares”) subject to, and to vote the Voting Shares in accordance with, the provisions of this Agreement.

2. Agreement to Vote Shares.

(a) In any annual, special or adjourned meeting of the stockholders of the Company, and in every written consent in lieu of any such meeting, at which the transactions contemplated by the Purchase Agreements are presented to the Company’s stockholders for approval, each Stockholder agrees that it will vote, by proxy or otherwise, its Voting Shares (i) in favor of the issuance and exercisability of the Shares and Warrants to the Investors and any matter that would reasonably be expected to facilitate the Offering and the issuance and exercise of such Shares and Warrants, including, without limitation, the authorization and issuance of all the Underlying Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date, (ii) in favor of a reverse stock-split of the Company’s Common Stock approved by the Company’s Board of Directors (the “Reverse-Split”), and (iii) against approval of any proposal made in opposition to the matters described in clauses (i) and (ii) above (the votes contemplated by clauses (i) through (iii) being referred to herein as the “Vote”). Notwithstanding the above, each Stockholder shall retain at all times the right to vote any Voting Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i) through (iii) of this Section 2(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally.

(b) Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict a Stockholder from acting in such Stockholder’s capacity as a director or officer of the Company, to the extent applicable, it being understood that this Agreement shall apply to a Stockholder solely in such Stockholder’s capacity as a stockholder of the Company.

(c) In the event that a meeting of the stockholders of the Company is held, each Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s Voting Shares to be counted as present thereat for purposes of establishing a quorum.

3. Representations, Warranties and Other Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to the Company, severally and not jointly, as follows:

(a) As of the date of this Agreement, such Stockholder is the legal or beneficial owner of, and has the power to vote, that number of issued and outstanding shares of the Company’s Common Stock set forth on the signature page hereto. The Voting Shares set forth next to such Stockholder’s name on the signature page hereof are owned free of any encumbrance that would preclude such Stockholder from exercising his, her or its voting power as provided in Section 2 or otherwise complying with the terms hereof.

(b) Such Stockholder has all requisite power, legal capacity and authority to enter into this Agreement and perform its obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c) The execution, delivery and performance by such Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any agreement to which such Stockholder is a party or by which any of such Stockholder’s assets are bound or (ii) violate any order, writ, injunction, decree, judgment or any applicable law applicable to such Stockholder or any of such Stockholder’s assets, except for any such conflict, violation or any failure to obtain such consent, waiver or approval that would not result in such Stockholder being able to perform its obligations under this Agreement.

(d) Such Stockholder agrees that such Stockholder will not, in Stockholder’s capacity as a Stockholder of the Company, bring, commence, institute, maintain, prosecute or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or any Purchase Agreement or (ii) alleges that the execution and delivery of this Agreement by such Stockholder, or the approval of the matters contemplated by the Purchase Agreements or the Vote by the Company’s Board of Directors (the “Board”), breaches any fiduciary duty of the Board or any member thereof.

(e) Such Stockholder shall not, directly or indirectly, take any action that would make any representation or warranty contained herein untrue or incorrect in any material respect or in any way have the effect of restricting, limiting, interfering with, preventing or disabling such Stockholder from performing his, her or its obligations in any material respect under this Agreement.

(f) Each Stockholder agrees that, from the date hereof until the Termination Date (as defined in Section 6(m)), without the Company’s express written consent, such Stockholder shall not, directly or indirectly, (i) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise) or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, lien, hypothecation or other disposition of (by merger, testamentary disposition, operation of law or otherwise), any Voting Shares, (ii) deposit any Voting Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (iii) agree (whether or not in writing) to take any of the actions referred to in the foregoing clause (i) or (ii).

4. Confidentiality. Except as required by applicable law, each Stockholder, until such time as the matters contemplated by the Vote are required to be publicly disclosed by the Company, will maintain the confidentiality of any information regarding this Agreement or any Purchase Agreement or any of the transactions contemplated thereby. Neither such Stockholder, nor any of his, her or its respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Purchase Agreements or the transactions contemplated thereby without the prior written consent of the Company, except as may be required by law or by any listing agreement with, or the policies of, The NASDAQ Stock Market, in which circumstance such announcing party shall make all reasonable efforts to consult with the Company in advance of such publication to the extent practicable.

5. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of or with respect to any Voting Shares.

6. Miscellaneous.

(a) Notices. All notices, requests, and other communications hereunder shall be in writing and will be deemed to have been duly given and received (a) when personally delivered, (b) when sent by facsimile upon confirmation of receipt, (c) one business day after the day on which the same has been delivered prepaid to a nationally recognized courier service, or (d) five business days after the deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, in each case addressed, as to the Company, to Amyris, Inc., 5885 Hollis Street, Suite 100, Emeryville, CA 94608, Attn: General Counsel, facsimile number: , with a copy to Fenwick & West LLP, 801 California Street, Mountain View, CA 94041, Attn: , facsimile number: , and as to any Stockholder at the address and facsimile number set forth below such Stockholder’s signature on the signature pages of this Agreement. Any party hereto from time to time may change its address, facsimile number, or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto. Each Stockholder and the Company may each agree in writing to accept notices and other communications to it hereunder by electronic communications pursuant to procedures reasonably approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(b) Interpretation. When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The phrases “the date of this Agreement”, “the date hereof”, and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date first above written. 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; and (iii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement.

(c) Amendments; Waiver. This Agreement may be amended by the parties hereto, and the terms and conditions hereof may be waived, only by an instrument in writing signed on behalf of each of the parties hereto, or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance. The failure of either party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect of this Agreement at law or in equity, or to insist upon compliance by any other party with its obligation under this Agreement, and any custom or practice of the parties at variance with the terms of this Agreement, shall not constitute a waiver by such party of such party’s right to exercise any such or other right, power or remedy or to demand such compliance.

(d) Rules of Construction. The parties hereto hereby waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

(e) Specific Performance; Injunctive Relief. The parties hereto agree that the Company will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the Stockholders set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to the Company upon any such violation of this Agreement, the Company and the Investors shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to the Company or the Investors at law or in equity and each Stockholder hereby waives any and all defenses which could exist in its favor in connection with such enforcement and waives any requirement for the security or posting of any bond in connection with such enforcement.

(f) Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties hereto; it being understood that all parties need not sign the same counterpart.

Company without the consent of or any action by the Stockholders upon notice by the Company to Stockholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective permitted successors and assigns. All authority conferred herein shall survive the death or incapacity of any Stockholder and in the event of a Stockholder’s death or incapacity, any obligation of such Stockholder hereunder shall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder.

(h) Additional Documents. Each Stockholder shall execute and deliver any additional documents necessary or desirable in the reasonable opinion of the Company to carry out the purpose and intent of this Agreement.

(i) Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to use their commercially reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

(j) Remedies Cumulative. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy shall not preclude the exercise of any other remedy.

(k) Governing Law; Consent to Jurisdiction. This Agreement, and the provisions, rights, obligations, and conditions set forth herein, and the legal relations between the parties hereto, including all disputes and claims, whether arising in contract, tort, or under statute, shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to its conflict of law provisions.

(l) Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring the expenses.

(m) Termination. This Agreement shall terminate and shall have no further force or effect from and after the earliest to occur of (i) the date upon which the stockholders of the Company, in any annual, special or adjourned meeting of the stockholders of the Company, or by written consent in lieu of any such meeting, approve the matters contemplated by the Vote, or (ii) the termination of the Purchase Agreements in accordance with their respective terms (such earlier date, the “Termination Date”), and thereafter there shall be no liability or obligation on the part of the Stockholders, provided, that no such termination shall relieve any party from liability for any willful or intentional breach of this Agreement prior to such termination.

(n) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

[Remainder of Page Intentionally Left Blank]

In Witness Whereof, the parties hereto have caused this Voting Agreement to be executed as of the date first written above.

COMPANY:

AMYRIS, INC.

By:	/s/ John Melo
Name:	John Melo
Title:	CEO

In Witness Whereof, the parties hereto have caused this Voting Agreement to be executed as of the date first written above.

STOCKHOLDER

Total Raffinage Chimie

By:	/s/ Nathalie Brunelle
Name:	Nathalie Brunelle
Title:	Deputy CEO

Voting Shares owned beneficially or of record by the Stockholder, or over which the Stockholder exercises voting power on the date hereof:

64,178,185 shares of issued and outstanding Common Stock

EX-4.92 8 exh_492.htm EXHIBIT 4.92

Exhibit 4.92

Voting Agreement

This Voting Agreement (this “Agreement”) is entered into as of May 5, 2017, by and between the stockholder listed on the signature page hereto (the “Stockholder”), and Amyris, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not otherwise defined shall have the meaning given to them in the Purchase Agreements (as defined below).

Recitals

Whereas, the execution and delivery of this Agreement by the Stockholder is a material inducement to the willingness of certain investors (the “Investors”) to enter into one or more Securities Purchase Agreements (such documents together with all exhibits and schedules thereto, collectively, the “Purchase Agreements”), subsequent to the date hereof, by and among the Company and the Investors party thereto, pursuant to which, subject to the terms and conditions set forth in the Purchase Agreements, such Investors will purchase for an aggregate purchase price of up to $110,000,000, shares of the Company’s Series A Convertible Preferred Stock and/or Series B Convertible Preferred Stock (collectively, the “Shares”) and warrants to purchase shares of the Company’s Common Stock (the “Warrants”) (such sale and issuance of Shares and Warrants, the “Offering”). In connection with the Purchase Agreements, the Company intends to enter into or issue the Certificates of Designation, Warrants, Common Stock Purchase Agreements, Common Stock Purchase Warrants, Preemptive Rights Waiver, Security Holder Agreement, Stockholder Agreement and IP License (such documents together with all exhibits and schedules thereto, collectively, the “Ancillary Documents”).

Whereas, the Stockholder understands and acknowledges that the Company and Investors are entitled to rely on (i) the truth and accuracy of such Stockholder’s representations contained herein and (ii) such Stockholder’s performance of the obligations set forth herein.

1. Shares Subject to this Agreement. Except as otherwise stated herein and until such time as this Agreement shall terminate in conformity with Section 6(m) hereunder, the Stockholder agrees to hold all shares of voting capital stock of the Company registered in its name or beneficially owned by it and/or over which it exercises voting control as of the date of this Agreement and any other shares of voting capital stock of the Company legally or beneficially held or acquired by it after the date hereof or over which it exercises voting control (the “Voting Shares”) subject to, and to vote the Voting Shares in accordance with, the provisions of this Agreement.

2. Agreement to Vote Shares.

in opposition to the matters described in clauses (i) and (ii) above (the votes contemplated by clauses (i) through (iii) being referred to herein as the “Vote”). Notwithstanding the above, the Stockholder shall retain at all times the right to vote any Voting Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i) through (iii) of this Section 2(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally.

(c) In the event that a meeting of the stockholders of the Company is held, the Stockholder shall, or shall cause the holder of record on any applicable record date to, appear at such meeting or otherwise cause such Stockholder’s Voting Shares to be counted as present thereat for purposes of establishing a quorum.

3. Representations, Warranties and Other Covenants of Stockholder. The Stockholder hereby represents, warrants and covenants to the Company, severally and not jointly, as follows:

(a) As of the date of this Agreement, the Stockholder is the legal or beneficial owner of, and has the power to vote, that number of issued and outstanding shares of the Company’s Common Stock set forth on the signature page hereto. The Voting Shares set forth next to the Stockholder’s name on the signature page hereof are owned free of any encumbrance that would preclude the Stockholder from exercising his, her or its voting power as provided in Section 2 or otherwise complying with the terms hereof.

(b) The Stockholder has all requisite power, legal capacity and authority to enter into this Agreement and perform its obligations hereunder. This Agreement has been duly executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c) The execution, delivery and performance by the Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach of or default under, any of the terms of any agreement to which the Stockholder is a party or by which any of the Stockholder’s assets are bound or (ii) violate any order, writ, injunction, decree, judgment or any applicable law applicable to the Stockholder or any of the Stockholder’s assets, except for any such conflict, violation or any failure to obtain such consent, waiver or approval that would not result in the Stockholder being able to perform its obligations under this Agreement.

(d) The Stockholder agrees that the Stockholder will not, in Stockholder’s capacity as a Stockholder of the Company, bring, commence, institute, maintain, prosecute or voluntarily aid any action, claim, suit or cause of action, in law or in equity, in any court or before any governmental entity, which (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or any Purchase Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder, or the approval of the matters contemplated by the Purchase Agreements or the Vote by the Company’s Board of Directors (the “Board”), breaches any fiduciary duty of the Board or any member thereof.

(e) The Stockholder shall not, directly or indirectly, take any action that would make any representation or warranty contained herein untrue or incorrect in any material respect or in any way have the effect of restricting, limiting, interfering with, preventing or disabling the Stockholder from performing its obligations in any material respect under this Agreement.

(f) The Stockholder agrees that, from the date hereof until the Termination Date (as defined in Section 6(m)), without the Company’s express written consent, the Stockholder shall not, directly or indirectly, (i) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate or similarly dispose of (by merger, by testamentary disposition, by operation of law or otherwise) or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, lien, hypothecation or other disposition of (by merger, testamentary disposition, operation of law or otherwise), any Voting Shares, (ii) deposit any Voting Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, or (iii) agree (whether or not in writing) to take any of the actions referred to in the foregoing clause (i) or (ii).

3A. Representations, Warranties and Other Covenant of Company. The Company hereby represents, warrants and covenants to the Stockholder that: (a) copies of the final form of the Purchase Agreements to be entered into between the Company and each of the Investors are attached at Schedules 1, 2 and 3 to this Agreement, (b) the Company and each of Investors will within one day of the date of this Agreement, execute the Purchase Agreements which shall have the same material terms and conditions as set out in the form attached at Schedules 1, 2 and 3 of this Agreement, (c) copies of the final form of the Ancillary Documents are attached at Schedule 4 to this Agreement, and except for the Purchase Agreements and the Ancillary Documents, there are no other arrangements or agreements entered into or to be entered into by the Company with the Investors in connection with transactions contemplated by the Purchase Agreements; (d) there will not be any waiver, amendments or modifications to the material terms or conditions of the executed Purchase Agreements or the final form of the Ancillary Agreements without the prior written consent of the Company; and (e) Schedule 5 contains true and accurate pro forma capitalization tables for the transactions contemplated by the Purchase Agreements, giving effect to the security issuances contemplated thereby.

4. Confidentiality. Except as required by applicable law, the Stockholder, until such time as the matters contemplated by the Vote are required to be publicly disclosed by the Company, will maintain the confidentiality of any information regarding this Agreement or any Purchase Agreement or any of the transactions contemplated thereby. Neither such Stockholder, nor any of his, her or its respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Purchase Agreements or the transactions contemplated thereby without the prior written consent of the Company, except as may be required by law or by any listing agreement with, or the policies of, The NASDAQ Stock Market, in which circumstance such announcing party shall make all reasonable efforts to consult with the Company in advance of such publication to the extent practicable.

6. Miscellaneous.

been delivered prepaid to a nationally recognized courier service, or (d) five business days after the deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, in each case addressed, as to the Company, to Amyris, Inc., 5885 Hollis Street, Suite 100, Emeryville, CA 94608, Attn: General Counsel, facsimile number: , with a copy to Fenwick & West LLP, 801 California Street, Mountain View, CA 94041, Attn: , facsimile number: , and as to any Stockholder at the address and facsimile number set forth below such Stockholder’s signature on the signature pages of this Agreement. Any party hereto from time to time may change its address, facsimile number, or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto. The Stockholder and the Company may each agree in writing to accept notices and other communications to it hereunder by electronic communications pursuant to procedures reasonably approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(e) Specific Performance; Injunctive Relief. The parties hereto agree that the Company will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of the parties set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to the relevant party upon any such violation of this Agreement, the relevant party shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to such party at law or in equity and other party hereby waives any and all defenses which could exist in its favor in connection with such enforcement and waives any requirement for the security or posting of any bond in connection with such enforcement.

(g) Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (i) constitute an inducement and condition to the Investors entering into the Purchase Agreements, (ii) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (iii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other party, and any such assignment or delegation that is not consented to shall be null and void.

(h) Additional Documents. Each party shall execute and deliver any additional documents necessary or desirable in the reasonable opinion of the other party to carry out the purpose and intent of this Agreement.

(l) Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring the expenses.

(m) Termination. This Agreement shall terminate and shall have no further force or effect from and after the earliest to occur of (i) the date upon which the stockholders of the Company, in any annual, special or adjourned meeting of the stockholders of the Company, or by written consent in lieu of any such meeting, approve the matters contemplated by the Vote, (ii) the termination of any of the executed Purchase Agreements, (iii) the breach of any of the representations, warranties and/or covenants of the Company as set out at Section 3A of this Agreement, or (iv) July, 28, 2017, (such earlier date, the “Termination Date”), and thereafter there shall be no liability or obligation on the part of the Stockholder, provided, that no such termination shall relieve any party from liability for any willful or intentional breach of this Agreement prior to such termination.

OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

[Remainder of Page Intentionally Left Blank]

In Witness Whereof, the parties hereto have caused this Voting Agreement to be executed as of the date first written above.

COMPANY:

AMYRIS, INC.

By:	/s/ John Melo
Name:	John Melo
Title:	President & CEO

In Witness Whereof, the parties hereto have caused this Voting Agreement to be executed as of the date first written above.

STOCKHOLDER

Maxwell (Mauritius) Pte Ltd

By:	/s/ Chia Song Hwee
Name:	CHIA SONG HWEE
Title:	AUTHORIZED SIGNATORY

Voting Shares owned beneficially or of record by the Stockholder, or over which the Stockholder exercises voting power on the date hereof:

49,538,771

shares of issued and outstanding Common Stock

SCHEDULE 1

SCHEDULE 2

SCHEDULE 3

SCHEDULE 4

SCHEDULE 5

EX-4.93 9 exh_493.htm EXHIBIT 4.93

Exhibit 4.93

Voting Agreement

This Voting Agreement (this “Agreement”) is entered into as of May 8, 2017, by and between the stockholders listed on the signature page hereto (each, a “Stockholder” and collectively, the “Stockholders”), and Amyris, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein but not otherwise defined shall have the meaning given to them in the Purchase Agreements (as defined below).

Recitals

2. Agreement to Vote Shares.

and without any other limitation on those matters other than those set forth in clauses (i) through (iii) of this Section 2(a) that are at any time or from time to time presented for consideration to the Company’s stockholders generally.

3. Representations, Warranties and Other Covenants of Stockholder. Each Stockholder hereby represents, warrants and covenants to the Company, severally and not jointly, as follows:

(g) From and after the date hereof until the Termination Date, each Stockholder hereby irrevocably appoints the Company, and any designee named by the Company, as its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Voting Shares in accordance with the Vote. Each Stockholder hereby revokes any proxies heretofore given in respect of the Voting Shares. Each Stockholder affirms that the irrevocable proxy set forth in this Section 3(g) is given to secure the performance of such Stockholder’s duties under this Agreement. Each Stockholder furthers affirm that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 6(m), is intended to be irrevocable. If for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees, until the Termination Date, to vote the Voting Shares in accordance with Section 2 above as instructed by the Company in writing. The parties agree that the foregoing is a voting agreement.

6. Miscellaneous.

case addressed, as to the Company, to Amyris, Inc., 5885 Hollis Street, Suite 100, Emeryville, CA 94608, Attn: General Counsel, facsimile number: , with a copy to Fenwick & West LLP, 801 California Street, Mountain View, CA 94041, Attn: , facsimile number: , and as to any Stockholder at the address and facsimile number set forth below such Stockholder’s signature on the signature pages of this Agreement. Any party hereto from time to time may change its address, facsimile number, or other information for the purpose of notices to that party by giving notice specifying such change to the other parties hereto. Each Stockholder and the Company may each agree in writing to accept notices and other communications to it hereunder by electronic communications pursuant to procedures reasonably approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(g) Entire Agreement; Nonassignability; Parties in Interest; Death or Incapacity. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (i) constitute an inducement and condition to the Investors entering into the Purchase Agreements, (ii) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (iii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Notwithstanding the preceding sentence, the Investors are intended third party beneficiaries of this Agreement and shall be entitled to enforce the provisions of this Agreement as if they were a party hereto. Neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any Stockholder without the prior written consent of the Company, and any such assignment or delegation that is not consented to shall be null and void. This Agreement, together with any rights, interests or obligations of the Company hereunder, may be assigned or delegated in whole or in part by the Company to any affiliate of the Company without the consent of or any action by the Stockholders upon notice by the Company to Stockholder as herein provided. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective permitted successors and assigns. All authority conferred herein shall survive the death or incapacity of any Stockholder and in the event of a Stockholder’s death or incapacity, any obligation of such Stockholder hereunder shall be binding upon the heirs, personal representatives, successors and assigns of such Stockholder.

(l) Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring the expenses.

lieu of any such meeting, approve the matters contemplated by the Vote, or (ii) the termination of the Purchase Agreements in accordance with their respective terms (such earlier date, the “Termination Date”), and thereafter there shall be no liability or obligation on the part of the Stockholders, provided, that no such termination shall relieve any party from liability for any willful or intentional breach of this Agreement prior to such termination.

[Remainder of Page Intentionally Left Blank]

In Witness Whereof, the parties hereto have caused this Voting Agreement to be executed as of the date first written above.

COMPANY:

AMYRIS, INC.

By:	/s/ John Melo
Name:	John Melo
Title:	President & CEO

By:	/s/ Illegible
Name:
Title:

Voting Shares owned beneficially or of record by the Stockholder, or over which the Stockholder exercises voting power on the date hereof:

7,484,601

shares of issued and outstanding Common Stock

In Witness Whereof, the parties hereto have caused this Voting Agreement to be executed as of the date first written above.

STOCKHOLDER

John E. Abdo as Trustee under Trust Agreement dated

03/15/76 for the benefit of John E. Abdo

By:	/s/ John E. Abdo
Name:
Title:

Voting Shares owned beneficially or of record by the Stockholder, or over which the Stockholder exercises voting power on the date hereof:

10,000,000

shares of issued and outstanding Common Stock

EX-4.94 10 exh_494.htm EXHIBIT 4.94

Exhibit 4.94

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES

COMMON STOCK PURCHASE WARRANT

AMYRIS, INC.

Warrant Shares: 13,570,958

Issue Date: May 31, 2017

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, John E. Abdo, As Trustee Under Trust Agreement Dated March 15, 1976 For The Benefit Of John E. Abdo or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that Stockholder Approval (as defined in the Purchase Agreement) is obtained and deemed effective (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Amyris, Inc., a Delaware corporation (the “Company”), up to 13,570,958 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated May 31, 2017, among the Company and the Holder.

Section 2. Exercise.

aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.52 as to one half of the Warrant Shares and $0.62 as to the remaining half of the Warrant Shares (the Holder shall be entitled to designate at which price each such exercise is being made), subject to adjustment hereunder (the “Exercise Price”).

c) Cashless Exercise. This Warrant may be exercised, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date at the election of the Holder (in such Holder’s sole discretion) by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing ((A-B) * (X)) by (A), where:

(A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two (2) hours thereafter pursuant to Section 2(a) hereof or

(iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchaser and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser

selected in good faith by the Purchaser and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of (i) the earlier of (A) three (3) Trading Days after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) three Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day commencing one Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

v. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

vi. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents (as defined below)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation

in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. “Common Stock Equivalents” means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into, or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

Section 3. Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Subsequent Equity Sales. If the Company or any Subsidiary thereof, as applicable, during the period ending three (3) years from the Issue Date, and while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuance, a “Dilutive Issuance”) (it

being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price) then the Exercise Price shall be reduced and only reduced to the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance (as defined below). The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued under the Purchase Agreement and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding, or committed for issuance, or as to which a dilution adjustment may be triggered, or the payment of interest or principal in shares of Common Stock on securities which so provide, outstanding on the date hereof, provided that such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations or adjustments pursuant to anti-dilution provisions existing on the date hereof) or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company as determined in good faith by the Board of Directors and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (d) any securities issued to DSM International B.V. in accordance with its rights under the Stockholder Agreement with the Company dated May 11, 2017, as amended.

c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time subsequent to the Original Issue Date but prior to the date the Corporation obtains the Stockholder Approval the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then each Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction, but excluding any dividend that results in adjustment to the Conversion Price pursuant to Section 3(a) above) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder's right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction (as if the exercise of the Warrant occurred immediately prior to the occurrence of such Fundamental Transaction), at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of common stock of the successor or acquiring corporation or shares of Common Stock of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

f) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

g) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall within two (2) Trading Days deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original issue date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares.

During the period the Warrant is outstanding from and after the Initial Exercise Date, the Company covenants that it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

		AMYRIS, INC.

	By	/s/ John Melo
		Name: John Melo
		Title: President and Chief Executive Officer

NOTICE OF EXERCISE

To: AMYRIS, INC.

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Applicable Exercise Price: $

(3) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] [the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(4) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
	(Please Print)

Address:
	(Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder’s Signature: _____________________________

Holder’s Address: ______________________________

EX-4.95 11 exh_495.htm EXHIBIT 4.95

Exhibit 4.95

COMMON STOCK PURCHASE WARRANT

AMYRIS, INC.

Issue Date: May 31, 2017

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, John E. Abdo, As Trustee Under Trust Agreement Dated March 15, 1976 For The Benefit Of John E. Abdo or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that Stockholder Approval (as defined in the Purchase Agreement) is obtained and deemed effective (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Amyris, Inc., a Delaware corporation (the “Company”), up to that number of shares of the Company’s Common Stock equal to the Warrant Share Amount (as defined below) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.

a) Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated May 31, 2017, among the Company and the Holder.

b) “Common Stock Equivalents” means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into, or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

c) “Dilutive Issuance” means, other than an Exempt Issuance, during the period ending three (3) years from the Issue Date, and while this Warrant is outstanding, an issuance by the Company or any Subsidiary thereof whereby the Company or any Subsidiary thereof, as applicable, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Effective Price then in effect (such lower price, the “Base Share Price”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Effective Price, such issuance shall be deemed to have occurred for less than the Effective Price on such date of the Dilutive Issuance at such effective price).

d) “Effective Price” means $0.42 per share (as adjusted for any stock splits, stock dividends, recapitalizations or the like).

e) “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding, or committed for issuance, or as to which a dilution adjustment may be triggered, or the payment of interest or principal in shares of Common Stock on securities which so provide, outstanding on the date hereof, provided that such securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations or adjustments pursuant to anti-dilution provisions existing on the date hereof) or to extend the term of such securities, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company as determined in good faith by the Board of Directors and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (d) any securities issued to DSM International B.V. in accordance with its rights under the Stockholder Agreement with the Company dated May 11, 2017, as amended.

f) “Warrant Share Amount” means a number of shares of Common Stock determined subsequent to any Dilutive Issuance equal to the difference between (i) the quotient obtained by dividing the Holder’s applicable Subscription Amount by the Base Share Price in the lowest-priced such Dilutive Issuance, rounded down to the nearest share, minus (ii) the quotient obtained by dividing the Holder’s applicable Subscription Amount by the Effective Price, rounded down to the nearest whole share, minus (iii) the number of shares that have been issued upon exercise of this Warrant following any prior Dilutive Issuance. For the avoidance of doubt, on the Issue Date of this Warrant, the Warrant Share Amount shall equal zero; and if one Dilutive Issuance is followed by a subsequent Dilutive Issuance at higher Base Share Price than the prior Dilutive Issuance, the lower Base Share Price shall apply.

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy or PDF copy submitted by electronic (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (“Notice of Exercise”). Within the earlier of (i) three (3) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.0001 subject to adjustment hereunder (the “Exercise Price”).

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

d) Mechanics of Exercise.

vii. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

e) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain Adjustments.

b) [RESERVED]

c) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time subsequent to the Original Issue Date but prior to the date the Corporation obtains the Stockholder Approval the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then each Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

e) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction (as if the exercise of the Warrant occurred immediately prior to the occurrence of such Fundamental Transaction), at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of common stock of the successor or acquiring corporation or shares of Common Stock of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

g) Notice to Holder.

i. Notice of Dilutive Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents pursuant to a Dilutive Issuance, indicating therein the applicable Base Share Price and the resulting Warrant Share Amount.

ii. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall within two (2) Trading Days deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

iii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of Warrant.

Section 5. Miscellaneous.

d) Authorized Shares.

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

		AMYRIS, INC.

	By	/s/ John Melo
		Name: John Melo
		Title: President and Chief Executive Officer

NOTICE OF EXERCISE

To: AMYRIS, INC.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:		______________________________________
		(Please Print)

Address:		______________________________________
		(Please Print)


Phone Number:		______________________________________

Email Address:		______________________________________

Dated:	_______________ __, ______
Holder’s Signature:
Holder’s Address:

EX-4.96 12 exh_496.htm EXHIBIT 4.96

Exhibit 4.96

CONFIDENTIAL TREATMENT REQUESTED. CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

STOCKHOLDER AGREEMENT

Dated as of May 11, 2017

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS
Section 1.1. Definitions	1
Section 1.2. General Interpretive Principles	5
ARTICLE II GOVERNANCE
Section 2.1. Board of Directors	5
ARTICLE III TRANSFER RESTRICTIONS
Section 3.1. General Transfer Restrictions	8
Section 3.2. Specific Transfer Restrictions	8
Section 3.3. Permitted Transfers.	10
ARTICLE IV
SHARE OWNERSHIP
Section 4.1. Standstill	10
Section 4.2. Preemptive Rights	12
ARTICLE V REGISTRATION RIGHTS
Section 5.1. Certain Definitions	14
Section 5.2. Registration	15
Section 5.3. Piggyback Registration.	19
Section 5.4. Expenses of Registration	21
Section 5.5. Obligations of the Company	21
Section 5.6. Indemnification.	23
Section 5.7. Information by Holder	25
Section 5.8. Transfer of Registration Rights	25
Section 5.9. Delay of Registration	26
Section 5.10. Termination of Registration Rights	26

ARTICLE VI ADDITIONAL AGREEMENTS OF THE PARTIES
Section 6.1. Protective Provisions	26
Section 6.2. Right of First Negotiation; Toll Manufacturing Option.	26
Section 6.3. Further Assurances	27
Section 6.4. Tranche II Funding	27
ARTICLE VII
TERMINATION
Section 7.1. Termination	29
ARTICLE VIII MISCELLANEOUS
Section 8.1. Entire Agreement	29
Section 8.2. Specific Performance	29
Section 8.3. Governing Law	29
Section 8.4. Amendment and Waiver	29
Section 8.5. Binding Effect	30
Section 8.6. Notices	30
Section 8.7. Severability	30
Section 8.8. Counterparts	30

STOCKHOLDER AGREEMENT

This STOCKHOLDER AGREEMENT is made as of May 11, 2017, by and between Amyris, Inc., a Delaware corporation (“Amyris” or the “Company”), and DSM International B.V., a Dutch limited liability company (hereinafter referred to as “DSM”).

WHEREAS, DSM and Company have entered into the Securities Purchase Agreement, dated as of May 8, 2017 (as may be amended from time to time, the “Securities Purchase Agreement”), pursuant to which, upon the terms and subject to the conditions set forth therein, DSM agreed to purchase (i) 25,000 shares (the “Shares”) of the Series B preferred stock, par value $0.0001 per share, of the Company (the “Preferred Stock”), (ii) warrants (the “Cash Warrants”) to acquire up to 59,521,740 shares of the common stock, $0.0001 per share (the “Common Stock”), of the Company (such shares, the “Cash Warrant Shares”), and (iii) additional warrants to purchase shares of Common Stock as a result of certain dilutive issuances of equity by the Company (the “Anti-Dilution Warrants” and, together with the Cash Warrants, the “Warrants,” and the shares of Common Stock issuable upon exercise of the Anti-Dilution Warrants, the “Anti-Dilution Warrant Shares” and, together with the Cash Warrant Shares, the “Warrant Shares”); and

WHEREAS, DSM and the Company desire to set forth certain rights and obligations of DSM and the Company with respect to DSM’s investment in the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties mutually agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Adverse Disclosure” means public disclosure of material non-public information which, in the judgment of the Non-DSM Directors: (i) would be required to be made in any report or registration statement filed with the SEC by the Company so that such report or registration statement would not be materially misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such report or registration statement; and (iii) the Company has a bona fide business purpose for not disclosing publicly.

“Affiliate” means, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person. The term “control”, as used with respect to any Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. “Controlled” and “controlling” have meanings correlative to the foregoing.

“Agreement” means this Stockholder Agreement, as the same may be amended, supplemented, restated or modified.

“Beneficial Ownership” and “Beneficially Own” and similar terms have the meaning set forth in Rule 13d-3 under the Exchange Act. For the avoidance of doubt, and except as otherwise provided herein, DSM will be deemed to Beneficially Own all of the Warrant Shares issuable upon exercise of the Warrants held by DSM Parent, its Subsidiaries and controlled Affiliates at the time of determination.

“Board” means the Board of Directors of the Company.

“Brotas 1” means the Company’s first purpose-built, large-scale production facility located in Brotas, Brazil.

“Brotas 2” means the Company’s planned second purpose-built, large scale production facility adjacent to Brotas 1, for which ground was broken in February 2017.

“Business Day” means any day, other than a Saturday, Sunday or one on which banks are authorized or required by law to be closed in San Francisco, California or Amsterdam, The Netherlands.

“Change of Control Transaction” has the meaning give to such term in the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series B 17.38% Convertible Preferred Stock.

“Closing” has the meaning set forth in the Securities Purchase Agreement.

“Competitor” means those Persons set forth on Exhibit A attached hereto and their respective Subsidiaries and controlled Affiliates; provided, however, that the Company may, based on the reasonable determination of the Board, update the Persons set forth on Exhibit A attached hereto not more than once in any consecutive 12-month period to include any other Persons that compete with any material portion of the Company’s business as reasonably determined by the Board; provided, further, that (i) the total number of Persons set forth on Exhibit A shall not exceed seven (7) and (ii) neither DSM Parent nor any of its Subsidiaries or controlled Affiliates may be added to Exhibit A.

“Convertible Securities” means all outstanding securities exercisable or exchangeable for, or convertible into, Voting Securities, including the Warrants.

“DGCL” means the Delaware General Corporation Law.

“Disqualification Event” means the “bad actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities Act.

“Disqualified Designee” means any director designee to whom any Disqualification Event is applicable, except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.

“DSM Director” means the DSM Nominee who is elected or appointed to the Board.

“DSM Nominee” means the individual that DSM is entitled to nominate for election to the Board pursuant to Section 2.1(a).

“DSM Parent” means Koninklijke DSM N.V., a Dutch public limited company and the ultimate parent of DSM.

“Election Notice” shall have the meaning assigned to in Section 4.2(b).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“Fair Market Value” means (i) with respect to cash consideration, the total amount of such cash consideration in United States dollars, (ii) with respect to non-cash consideration consisting of publicly-traded securities, the average daily closing sales price of such securities for the ten (10) consecutive trading days ending on the trading day immediately preceding the date the Fair Market Value of such securities is required to be determined hereunder on the principal national securities exchange on which such securities are listed and admitted to trading, or, if not listed and admitted to trading on any such exchange, the average of the closing bid and asked prices in the over-the-counter market and (iii) with respect to non-cash consideration not consisting of publicly-traded securities, such amount as is determined to be the fair market value of the non-cash consideration as of such date in the good faith determination of the Non-DSM Directors.

“Group” shall have the meaning assigned to it in Section 13(d)(3) of the Exchange Act.

“Non-DSM Directors” means the members of the Board other than the DSM Directors.

“Ownership Amount” means, as of the date of the relevant Election Notice, the sum of (A) the number of Shares (on an as-if-converted-to-Common Stock basis, disregarding for such purpose any conversion limitations thereon) and shares of Common Stock then held by DSM Parent, its Subsidiaries and controlled Affiliates, plus (B) the number of Warrant Shares issuable if the Warrants then held by DSM Parent, its Subsidiaries and controlled Affiliates and that have an exercise price that is greater than the price per Participation Share to be issued in the applicable Post-Closing Issuance were fully exercised on such date.

“Ownership Percentage” means, as of the date of the relevant Election Notice, a fraction, the numerator of which is the Ownership Amount and the denominator of which is the total number of outstanding Share Equivalents as of the date of the relevant Election Notice.

“Participation Shares” means the number of Voting Securities or Convertible Securities or any other equity or equity-linked securities (including, for the avoidance of doubt, convertible debt) proposed to be sold by the Company or one of its Subsidiaries in a Post-Closing Issuance.

“Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, limited liability company or any other entity of whatever nature, and shall include any successor (by merger or otherwise) of such entity.

“Post-Closing Issuance” shall have the meaning assigned to it in Section 4.2(a).

“Restricted Shares” means the Shares, the Warrants and the Warrant Shares.

“Rule 144” means Rule 144 under the Securities Act.

“Rule 506(d) Related Party” shall mean with respect to any Person any other Person that is a beneficial owner of such first Person’s securities for purposes of Rule 506(d) of the Securities Act.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“Share Equivalents” means all outstanding shares of the Common Stock, together with all shares of Common Stock issuable upon exercise, conversion or exchange of all outstanding Convertible Securities (whether or not then exercisable, convertible or exchangeable), including the Warrant Shares, that have an exercise, conversion or exchange price that is greater than the price per Participation Share to be issued in the applicable Post-Closing Issuance.

“Shares” shall have the meaning assigned to it in the preamble.

“Subsidiary” means, with respect to any party, any corporation, partnership, trust, limited liability company or other non-corporate business enterprise in which such party (or another Subsidiary of such party) holds stock or other ownership interests representing (A) more that 50% of the voting power of all outstanding stock or ownership interests of such entity, (B) the right to receive more than 50% of the net assets of such entity available for distribution to the holders of outstanding stock or ownership interests upon a liquidation or dissolution of such entity or (C) a general or managing partnership interest in such entity.

“Tranche II Securities” means any shares of Preferred Stock, shares of Common Stock issuable upon conversion thereof, warrants to acquire shares of Common Stock and shares of Common Stock issuable upon exercise thereof, in each case, that are acquired by DSM pursuant to its rights under Section 6.4 of this Agreement.

“Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by merger, testamentary disposition, operation of law or otherwise), any Transfer Restricted Shares.

“Transfer Restricted Shares” means any Shares, shares of Common Stock issued upon conversion of the Shares, Warrants, Warrant Shares or any Tranche II Securities.

“Voting Securities” means shares of Common Stock and any other securities of the Company that are permitted by their terms to vote generally in the election of directors. Except as otherwise provided herein, references to the number or percentage of Voting Securities outstanding or Beneficially Owned will be deemed to include any Warrant Shares issuable upon exercise of the Warrants at the time of determination.

“Warrants” shall have the meaning assigned to it in the preamble.

“Warrant Shares” shall have the meaning assigned to it in the preamble.

Section 1.2. General Interpretive Principles(a) The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof.

(b) Unless otherwise specified, the terms “hereof,” “herein” and similar terms refer to this Agreement as a whole, and references herein to Articles or Sections refer to Articles or Sections of this Agreement.

(c) For purposes of this Agreement, the words, “include,” “includes” and “including,” when used herein, shall be deemed in each case to be followed by the words “without limitation.”

(d) Any action that is required to be taken by the Non-DSM Directors or any consent that may be given by the Non-DSM Directors herein shall require the approval or consent of a majority of the Non-DSM Directors.

(e) The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement.

ARTICLE II

GOVERNANCE

Section 2.1. Board of Directors.

(a) Board Representation.

(i) Following the Closing and for so long as DSM Beneficially Owns at least 4.5% of the Company’s outstanding Voting Securities, DSM shall have the right to nominate one individual for election to the Board; provided, that such individual shall be a member of DSM Parent’s Executive Committee (such individual, the “DSM Nominee”).

(ii) In the event that DSM is no longer entitled to nominate a director to the Board pursuant to Section 2.1(a)(i) above, DSM shall promptly cause the then-serving DSM Director to immediately resign. If any such director is unwilling to resign, DSM will take all such actions as are necessary to cause the removal of the director, including voting (or causing to be voted) all of the Voting Securities Beneficially Owned by it in favor of such removal.

(iii) For so long as DSM has the right to nominate a DSM Nominee for election pursuant to Section 2.1(a)(i), in connection with each election of directors, subject to Section 2.1(a)(v), the Company shall nominate such DSM Nominee for election as a director as part of the management slate that is included in the proxy statement of the Company relating to the election of directors.

(iv) In the event that any DSM Director shall cease to serve as a director for any reason (other than the resignation or removal of such director as a result of DSM not having the right to nominate a director pursuant to Section 2.1(a)(i)), subject to Section 2.1(a)(v), DSM shall have the right to designate another DSM Nominee to fill the vacancy resulting therefrom. For the avoidance of doubt, it is understood that the failure of the stockholders of the Company to elect any DSM Nominee shall not affect the right of DSM to designate a DSM Nominee for election pursuant to Section 2.1(a)(i) in connection with any future election of directors of the Company.

(v) Notwithstanding the foregoing, as a condition to any DSM Nominee’s appointment to the Board and nomination for election as a director of the Company at the Company’s annual meetings of stockholders:

(A)

DSM and such DSM Nominee must in all material respects provide to the Company (1) all information reasonably requested by the Company that is required to be or customarily disclosed for directors, candidates for directors, and their affiliates in a proxy statement or other filings under applicable law or regulation or stock exchange rules or listing standards, in each case, relating to their nomination or election as a director of the Company and (2) information reasonably requested by the Company in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance and legal or regulatory obligations, in each case, relating to their nomination or election as a director of the Company, with respect to DSM Parent, its Subsidiaries and controlled Affiliates and the applicable DSM Nominee, in each case, to the same extent as all other directors of the Company;

(B)

such DSM Nominee must be qualified to serve as a director of the Company under the DGCL to the same extent as all other directors of the Company;

(C)

no Disqualification Event shall be applicable to such DSM Nomine except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable;

(D)

such DSM Nominee shall be reasonably acceptable to the Nominating and Governance Committee of the Board; and

(E)

such DSM Nominee must satisfy the requirements set forth in the Company’s Corporate Governance Guidelines, code of conduct and securities trading policy, in each case as currently in effect with such changes thereto (or such successor policies) as are applicable to all other directors, as are adopted in good faith by the Board, and do not by their terms adversely impact any DSM Nominee relative to all other directors (provided that, for the avoidance of doubt, no DSM Nominee shall be required to qualify as an independent director under applicable stock exchange rules or securities laws and regulations).

The Company will make all information requests pursuant to this Section 2.1(a)(v) in good faith in a timely manner that allows DSM and the DSM Nominee a reasonable amount of time to provide such information, and will cooperate in good faith with DSM and the DSM Nominee in connection with their efforts to provide the requested information.

(vi) DSM hereby covenants and agrees (A) not to designate or participate in the designation of any director designee who, to DSM’s knowledge, is a Disqualified Designee, (B) that in the event DSM becomes aware that any individual previously designated by DSM is or has become a Disqualified Designee or that a Disqualification Event has become applicable to DSM or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, then DSM shall notify the Company promptly in writing and as promptly as practicable DSM shall take such actions as are necessary to remove any such Disqualified Designee from the Board and designate a replacement designee who is not a Disqualified Designee, and (C) for so long as there is a DSM Director, DSM will comply with the Company’s insider trading policy as currently in effect with such changes thereto (or such successor policies) as are applicable to all other stockholders of the Company that have rights to designate or nominate members of the Board.

(b) Identity of the Nominee. The initial DSM Nominee shall be Chris Goppelsroeder. The Company confirms that Mr. Goppelsroeder is reasonably acceptable to the Nominating and Governance Committee of the Board. The Company shall cause the initial DSM Nominee to be appointed to the Board on or prior to May 18, 2017.

(c) D&O Indemnification. The DSM Director shall be eligible to enter into an indemnification agreement consistent with the form generally entered into with the Company’s officers and directors.

(d) Committees. The DSM Director shall be entitled to serve on each standing committee of the Board other than (i) the Compensation Committee of the Board, (ii) the Audit Committee of the Board, (iii) the Nominating and Governance Committee of the Board and (iv) any other committee of the Board for which a DSM Director’s membership would result in a conflict of interest (including, without limitation, any special committee formed for the purpose of evaluating any transaction between the Company and DSM Parent and/or its Subsidiaries or controlled Affiliates).

ARTICLE III

TRANSFER RESTRICTIONS

Section 3.1. General Transfer Restrictions. The right of DSM to Transfer any Transfer Restricted Shares Beneficially Owned by DSM is subject to the restrictions set forth in this Article III, and no Transfer by DSM of such Transfer Restricted Shares Beneficially Owned by DSM may be affected except in compliance with this Article III. Any attempted Transfer in violation of this Article III shall be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Article III, and shall not be recorded on the stock transfer books of the Company.

Section 3.2. Specific Transfer Restrictions.

(a) Without the prior approval of the Non-DSM Directors, DSM shall not, and shall not permit DSM Parent or any of its other Subsidiaries or controlled Affiliates to:

(i) Except as permitted under Section 3.3, Transfer any Transfer Restricted Shares to any Person or Group that is or includes a Competitor; or

(ii) Except as permitted under Section 3.3, Transfer any Transfer Restricted Shares to any Person or Group during the one-year period immediately following the Closing.

(b) Other than with respect to any Transfer permitted by Section 3.3, prior to any Transfer of Transfer Restricted Shares to any Person or Group, DSM shall first provide the Company with written notice of its intent to Transfer any Transfer Restricted Shares not later than thirty (30) days prior to the consummation of such proposed Transfer. Thereafter, DSM agrees to negotiate in good faith with the Company with respect to the purchase by the Company or any other third parties introduced to DSM by the Company of such Transfer Restricted Shares subject to such proposed Transfer.

(c) DSM acknowledges that the Restricted Shares have not been registered under the Securities Act and may not be Transferred except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. DSM covenants that the Restricted Shares will only be disposed of pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with any applicable state and foreign securities laws. In connection with any Transfer of Restricted Shares other than pursuant to an effective registration statement or to the Company, or pursuant to Rule 144, the Company may require DSM to provide to the Company an opinion of counsel selected by the DSM and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such Transfer does not require registration under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its transfer agent, without any legal opinion, except to the extent that the transfer agent requests such legal opinion, any Transfer of Restricted Shares by DSM to DSM Parent or another Subsidiary or controlled Affiliate of DSM Parent, provided that the Transfer is effected in accordance with Section 3.3.

(d) DSM agrees to the imprinting, so long as is required by this Section 3.2, of the following legend on any certificate evidencing any of the Restricted Shares:

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Certificates evidencing the Restricted Shares shall not be required to contain such legend or any other legend (i) following any sale of such Restricted Shares pursuant to an effective registration statement (including the Registration Statement) covering the resale of the Restricted Shares, (ii) following any sale of such Restricted Shares pursuant to Rule 144 if the holder provides the Company with a legal opinion reasonably acceptance to the Company to the effect that the Restricted Shares were sold under Rule 144 or (iii) if the holder provides the Company with a legal opinion reasonably acceptable to the Company to the effect that the legend is not required under applicable requirements of the Securities Act. Notwithstanding anything to the contrary in this Agreement or the Securities Purchase Agreement, in the event of any conflict or inconsistency between any provision of Section 3.2(d), Section 3.2(d) or Article V of this Agreement, on the one hand, and any provision of the Securities Purchase Agreement, on the other hand, whichever provision is more favorable to DSM under the circumstances (as determined by DSM in its sole discretion) will control as between the Company and DSM.

Section 3.3. Permitted Transfers.

(a) DSM may Transfer any or all of the Transfer Restricted Shares held by it (i) to DSM Parent or any of its other Subsidiaries or controlled Affiliates, provided that, at or prior to the Transfer, such transferee shall have agreed with the Company in writing to be bound by all of the terms and condition of this Agreement applicable to DSM, or (ii) in connection with a Change of Control Transaction or Fundamental Transaction (as such term is defined in the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series B 17.38% Convertible Preferred Stock), at the consummation of (and pursuant to the terms of) such transaction.

(b) Notwithstanding anything herein to the contrary, no change in control or ownership of any shares in the capital stock of DSM Parent shall constitute a Transfer for purposes of this Agreement.

ARTICLE IV

SHARE OWNERSHIP

Section 4.1. Standstill.

(a) Except as provided in Section 4.1(b), from the Closing until three months after no DSM Nominee serves on the Board (the “Standstill Period”), DSM shall not, nor shall it permit DSM Parent or any of its other Subsidiaries or controlled Affiliates to, directly or indirectly, without the prior consent of the Company (acting through a resolution of the Company’s Non-DSM Directors):

(i) acquire or agree to acquire, whether by purchase, tender or exchange offer, by forming, joining or otherwise participating in a partnership, syndicate or other Group, through the use of a derivative instrument or voting agreement, or otherwise, (A) Beneficial Ownership of additional Voting Securities or Convertible Securities after the Closing that would result in DSM Parent (together with its Subsidiaries or controlled Affiliates and any parties acting as members of a Group with DSM), having Beneficial Ownership of more than 33.0% in the aggregate of the shares of Voting Securities outstanding at such time (assuming (1) the exercise of all of then-outstanding Warrants for the maximum number of shares of Common Stock issuable thereunder, regardless of whether such Warrants are then exercisable, (2) the conversion of the Shares for the maximum number of shares of Common Stock issuable thereunder, regardless of whether such Shares are then convertible, and (3) the exercise or conversion, as applicable, of any Tranche II Securities for the maximum number of shares of Common Stock issuable thereunder, regardless of whether such Tranche II Securities are then exercisable or convertible, as the case may be, which number of shares shall be included in the numerator and denominator for purposes of determining the percentage of Voting Securities Beneficially Owned by DSM Parent (together with its Subsidiaries and controlled Affiliates and any parties acting as members of a Group with DSM) for purposes of this clause (A)), except pursuant to Section 4.2 or Section 6.4 of this Agreement, pursuant to the exercise of the Warrants or any warrants that constitute Tranche II Securities, pursuant to the Securities Purchase Agreement or pursuant to the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series B 17.38% Convertible Preferred Stock, or (B) any direct or indirect ownership interest in any indebtedness or debt securities of the Company or any of its Subsidiaries, except pursuant to Section 4.2 of this Agreement;

(ii) (A) make, or in any way participate, directly or indirectly, in any “solicitation” of “proxies” (as such terms are used in the rules of the SEC) to vote Voting Securities, (B) seek to advise or knowingly influence any Person with respect to the voting of any Voting Securities or (C) deposit any Voting Securities in any voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of any Voting Securities, except for this Agreement;

(iii) make any public announcement of a proposal or offer (with or without conditions) with respect to any extraordinary transaction involving DSM Parent or its Subsidiaries or controlled Affiliates and the Company including, without limitation, any tender offer, merger, consolidation or business combination;

(iv) effect or seek to effect any recapitalization, reclassification, liquidation or dissolution of the Company;

(v) publicly disclose any intention, plan or arrangement by DSM regarding the possibility of any of the events described in clauses (i) through (iv) above;

(vi) knowingly take any action that would require either the Company or DSM under applicable law or the rules of the principal exchange on which the Company’s Common Stock is then listed or traded to make a public announcement regarding the possibility of any of the events described in clauses (i) through (iv) above; or

(vii) enter into any discussions, negotiations, agreements or understandings with any other third Person (excluding DSM’s advisors) with respect to any of the foregoing.

(b) Notwithstanding the foregoing, the restrictions contained in Section 4.1(a) shall not (1) apply with respect to the designation of the DSM Nominees in accordance with this Agreement, (2) prevent a DSM Director from taking any action in his or her capacity as a director of the Company, (3) prohibit DSM Parent or any of its Subsidiaries or controlled Affiliates from voting its Voting Securities in its discretion, (4) apply to the acquisition of securities in or control of another Person (including by way of merger or consolidation) or (5) apply to any acquisitions or investments by any bona fide employee benefit plan of DSM Parent or its Subsidiaries or controlled Affiliates. In addition, the restrictions contained in Section 4.1(a) shall not prevent a private communication to the Board to the extent that such private communication would not reasonably be expected to require a public disclosure prior to any public announcement by the Company that it (or its Board) has approved or entered into an agreement with respect to a Change of Control Transaction or Fundamental Transaction.

Section 4.2. Preemptive Rights.

(a) Other than as set forth in Section 4.2(d) and (e), if the Company or any Subsidiary of the Company at any time shall propose to issue any Voting Securities or Convertible Securities or any other equity or equity-linked securities (including, for the avoidance of doubt, convertible debt) following the Closing in a capital raising transaction for cash (other than pursuant to the Securities Purchase Agreement) (a “Post-Closing Issuance”), DSM shall have the right to purchase for cash directly from the Company or such Subsidiary up to its Ownership Percentage of such Participation Shares at the same purchase price as the price for the Participation Shares to be issued.

(b) With respect to any Post-Closing Issuance, the Company, on behalf of itself or its applicable Subsidiary, will notify DSM in writing (the “Notice”) stating (i) its bona fide intention to offer such Participation Securities, (ii) the number of such Participation Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Participation Securities.

(c) Within thirty (30) business days after giving of the Notice, DSM may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to its Ownership Percentage of such Participation Shares. DSM shall be entitled to allocate, as among DSM Parent and its Subsidiaries and controlled Affiliates (who agree or have agreed in writing to be bound by the terms of this Agreement), the number of Participation Shares entitled to be purchased by DSM Parent and its Subsidiaries and controlled Affiliates (collectively) pursuant to this Section 4.2. In the event that DSM elects to exercise its purchase rights pursuant to this Section 4.2, DSM shall provide to the Company written notice of such election (the “Election Notice”) to purchase up to its Ownership Percentage of the Participation Shares hereunder, which notice shall (i) certify the Ownership Amount as of the date of the Election Notice, (ii) specify the number of Participation Shares to be purchased by DSM Parent and its Subsidiaries and controlled Affiliates (not to exceed DSM’s Ownership Percentage of the Participation Shares, the “Specified Number”), and (iii) the allocation of such Participation Shares among DSM Parent and its Subsidiaries and controlled Affiliates. DSM shall, or shall cause DSM Parent and its other Subsidiaries and controlled Affiliates (as applicable) to, purchase, and the Company shall, or shall cause its applicable Subsidiary to, issue and sell to DSM Parent and its Subsidiaries and controlled Affiliates (as applicable), the Specified Number of the Participation Shares concurrently with the related Post-Closing Issuance by the Company or its applicable Subsidiary.

(d) In the event that the Post-Closing Issuance which gave rise to the exercise by DSM of its purchase rights pursuant to this Section 4.2 shall be terminated or abandoned by the Company without the issuance of any securities, then the purchase rights of DSM pursuant to this Section 4.2 shall also terminate as to such proposed Post-Closing Issuance (but not any subsequent or future issuance), and any funds in respect thereof paid to the Company by DSM shall be refunded in full.

(e) Notwithstanding the foregoing, the provisions of this Section 4.2 shall not apply to, and DSM shall not have any purchase rights with respect to, any of the following types of Post-Closing Issuances by the Company or any of its Subsidiaries:

(i) any Post-Closing Issuance of Voting Securities or Convertible Securities to officers, employees, directors or consultants of the Company in connection with such Person’s employment or consulting arrangements with the Company or the service of such person as a director;

(ii) any Post-Closing Issuance of Voting Securities or Convertible Securities (i) in any business combination or acquisition transaction involving the Company or any of its Subsidiaries or (ii) in connection with the incurrence of indebtedness by the Company or any of its Subsidiaries (provided that such indebtedness does not constitute a Convertible Security);

(iii) any Post-Closing Issuance of Voting Securities or Convertible Securities in connection with any stock split, stock dividend or recapitalization approved by the Board (so long as all holders of the same class or series of Voting Securities is treated equally with all other holders of such class or series of Voting Securities); or

(iv) any Post-Closing Issuance of Voting Securities pursuant to a public offering registered under the Securities Act; or

(v) any Post-Closing Issuance of Voting Securities or Convertible Securities to any Person (or any Affiliate of a Person), which is an operating company or an owner of an asset in a business synergistic with the Company’s business as determined in good faith by the Board, to induce such Person to enter into any joint venture or other strategic or commercial relationship with the Company or any of its Subsidiaries that provides to the Company additional benefits in addition to the investment of funds, as determined in good faith by the Non-DSM Directors, but shall not include a transaction in which the Company or any of its Subsidiaries is issuing securities primarily for the purpose of raising capital or to a Person whose primary business is investing in securities of other Persons.

(f) The Company may, during the seventy-five (75) day period following the expiration of the period provided in Section 4.2(c) hereof, offer the remaining unsubscribed portion of such Participation Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Notice. If the Company does not consummate the sale of such Participation Securities, or enter into a definitive agreement for the sale of such Participation Securities, within such period, or if the Company enters into such a definitive agreement and such agreement is not consummated within seventy-five (75) days of the execution thereof, the purchase right pursuant to this Section 4.2 shall be deemed to be revived and no such Participation Securities shall be offered unless first reoffered to DSM in accordance herewith.

ARTICLE V
REGISTRATION RIGHTS

The Company hereby grants to each of the Holders (as defined below) the registration rights set forth in this Article V, with respect to the Registrable Securities (as defined below) owned by such Holders.

Section 5.1. Certain Definitions. As used in this Article V:

(a) “Effective Date” means the date that the Initial Registration Statement has been declared effective by the SEC.

(b) “Effectiveness Deadline” means the date which is 225 days after the Closing.

(d) “Holder” (collectively, “Holders”) means (i) DSM and (ii) any subsidiary or controlled Affiliate of DSM Parent that DSM designates in writing as a Holder, in each case to the extent holding Registrable Securities, securities exercisable or convertible into Registrable Securities or securities exercisable for securities convertible into Registrable Securities.

(e) “Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus.

(f) “register”, “registered” and “registration” refer to a registration effected by filing with the SEC a Registration Statement in compliance with the Securities Act, and the declaration or ordering by the SEC of the effectiveness of such Registration Statement.

(g) “Registrable Securities” means (i) Underlying Shares held by, or issuable to, Holders and (ii) any shares of Voting Securities issued as (or issuable upon) a stock split, stock dividend or other distribution with respect to, or in exchange or in replacement of, such Registrable Securities set forth in clause (i), in each case, until the earliest to occur of (A) the date on which a Registration Statement covering such securities has been declared effective by the SEC and such security has been disposed of pursuant to such effective Registration Statement, (B) the date on which such security is sold pursuant to Rule 144, (C) the date on which such security ceases to be outstanding, (D) the date on which the Holder thereof, together with its Affiliates, is able to dispose of all of its Registrable Securities in any 90 day period pursuant to Rule 144 (or any similar or analogous rule promulgated under the Securities Act) or (E) five (5) years from the date hereof.

(h) “Registration Statement” means a registration statement or registration statements of the Company filed under the Securities Act covering the Registrable Securities.

(i) “Required Registration Amount” means the lesser of (i) 100% of the sum of the maximum number of Underlying Shares issued and issuable as of the Trading Day immediately preceding the applicable date of determination or (ii) such other amount as may be required by the staff of the SEC pursuant to Rule 415 with any cutback applied pro rata to all Holders.

(j) “Underlying Shares” means the shares of Common Stock issuable upon conversion of the Shares, the Warrant Shares and any shares of Common Stock issuable upon conversion or exercise, as applicable, of the Tranche II Securities.

Section 5.2. Registration

(a) (i) Initial Mandatory Registration. The Company shall use reasonable efforts to prepare, and, as soon as practicable, but in no event later than the Filing Deadline, file with the SEC a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities (the “Initial Registration Statement”). The Initial Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount determined as of the date the Initial Registration Statement is initially filed with the SEC. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. The Company shall use its reasonable efforts to file with the SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement by 9:30 am on the Business Day following the Effective Date, but in any case no later than the deadline required by Rule 424.

(ii) Additional Registrations. Notwithstanding anything herein to the contrary, to the extent the staff of the SEC does not permit all of the Registrable Securities to be registered on the Initial Registration Statement, the Company shall file additional Registration Statements successively trying to register on each such Registration Statement the maximum number of remaining Registrable Securities until all of the Registrable Securities have been registered for resale. Each such additional Registration Statement prepared pursuant hereto shall register for resale at least that number of shares of Common Stock equal to the Additional Registrable Securities determined as of the date such Additional Registration Statement is initially filed with the SEC. The Company shall use its reasonable efforts to have each such additional Registration Statement declared effective by the SEC as soon as practicable. The Company shall file with the SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such additional Registration Statement by 9:30 am on the Business Day following the effective date of such Registration Statement, but in any case no later than the deadline required by Rule 424.

(iii) Underwritten Registrations. With respect to any of the registrations contemplated by this Section 5.2(a), DSM may request that up to three such registrations provide for an underwritten offering of the Registrable Securities. In connection with any such underwritten offering, the right of any Holder to registration pursuant to this Section 5.2(a)(iv) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein in subject to the limitations expressed in this Section 5.2. All Holders proposing to distribute their Registrable Securities through such underwriting shall, together with any other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 5.2, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting.

(iv) Subject to the provisions of this Section 5.2 and further subject to the availability of a Registration Statement on Form S-3 (or any successor form thereto) to the Company pursuant to the Securities Act and the rules and interpretations of the SEC, the Company will use its reasonable efforts to keep the Initial Registration Statement (or any replacement Registration Statement) continuously effective until the earlier of: (A) the date on which all Registrable Securities covered by the Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Registration Statement and (B) there otherwise cease to be any Registrable Securities.

(v) Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Holders based on the number of Registrable Securities held by each Holder at the time the Registration Statement covering such initial number of Registrable Securities or increase or decrease thereof is declared effective by the SEC. In the event that a Holder sells or otherwise transfers any of such Holder’s Registrable Securities, each transferee that becomes a Holder shall be allocated a pro rata portion of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Holders, pro rata based on the number of Registrable Securities then held by such Holders which are covered by such Registration Statement.

(b) Suspension of Filing or Registration. If the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company, stating that the filing, effectiveness or continued use of a Registration Statement would require the Company to make an Adverse Disclosure, then the Company shall have a period of not more than 75 days (or such longer period as DSM shall consent to in writing) within which to delay the filing or effectiveness of such Registration Statement or, in the case of a Registration Statement that has been declared effective, to suspend the use by Holders of such Registration Statement (in each case, a “Shelf Suspension”); provided, however, that, unless consented to in writing by the DSM, the Company shall not be permitted to exercise a Suspension more than twice during any 12-month period for each Shelf Registration Statement. In the case of a Shelf Suspension that occurs after the effectiveness of a Registration Statement, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify the Holders upon the termination of any Shelf Suspension, and (i) in the case of a Registration Statement that has not been declared effective, shall promptly thereafter file a Registration Statement and use its reasonable best efforts to have such Registration Statement declared effective under the Securities Act and (ii) in the case of an effective Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The Company agrees, if necessary, to supplement or make amendments to the applicable Registration Statement, if required by the registration form used by the Company for the shelf registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder.

(c) The Company shall use its commercially reasonable efforts to take all actions reasonably necessary to ensure that the transactions contemplated herein are effected as so contemplated in Section 5.2(a) hereof, and to submit to the SEC, within five Business Days after the Company learns that no review of a Registration Statement will be made by the staff of the SEC or that the staff has no further comments on a Shelf Registration Statement, as the case may be, a request for acceleration of effectiveness (or post effective amendment, if applicable) of such Registration Statement to a time and date not later than 48 hours after the submission of such request.

(d) Any reference herein to a registration statement or prospectus as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time. Any reference to a prospectus as of any time shall include any supplement thereto, preliminary prospectus, or any free writing prospectus in respect thereof.

(e) In connection with the filing of a Registration Statement, the Company shall:

(i) prepare and file with the SEC within the time periods specified in Section 5.2(a), a Registration Statement on any form which may be utilized by the Company and which shall register all of the Registrable Securities for resale by the holders thereof in accordance with such method or methods of disposition (but which shall not include an underwritten offering as to which the Company needs to assist) as may be specified by DSM and use reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable but in any case within the time periods specified in Section 5.2(a);

(ii) as soon as reasonably practicable prepare and file with the SEC such amendments and supplements to such Registration Statement (including without limitation, any required post effective amendments) and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Registration Statement for the period specified in Section 5.2(a) hereof and as may be required by the applicable rules and regulations of the SEC and the instructions applicable to the form of such Registration Statement;

(iii) comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Registration Statement in accordance with the intended methods of disposition by DSM provided for in such Registration Statement;

(iv) provide DSM and its legal counsel (“Legal Counsel”) a reasonable opportunity to participate in the preparation of such Registration Statement, each prospectus included therein or filed with the SEC and each amendment or supplement thereto (but not including any documents incorporated by reference), in each case subject to customary confidentiality restrictions, and give reasonable consideration to any comments Legal Counsel provides with respect to any Shelf Registration Statement or amendment or supplement thereto. The Company shall furnish to Legal Counsel copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement;

(v) promptly notify DSM (A) when such Registration Statement or the Prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the SEC with respect thereto or any request by the SEC for amendments or supplements to such Registration Statement or prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (E) if at any time when a prospectus is required to be delivered under the Securities Act, that such Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the rules and regulations of the SEC thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and

(vi) in the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to DSM and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.

(f) In connection with a shelf registration, the Company may require each Holder whose Registrable Securities are covered by the shelf registration, to furnish to the Company such information regarding the Holder, including, without limitation, its intended method of distribution of Registrable Securities as may be required in order to comply with the Securities Act. The Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by the Holder to the Company or of the occurrence of any event in either case that could cause the prospectus to contain an untrue statement of a material fact regarding the Holder or its intended method of disposition of such Registrable Securities or omits to state any material fact regarding the Holder or its intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to the Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. If the Holder fails to provide to the Company any information required to be provided pursuant to this Section 5.2 after the Holder became aware of the inaccuracy, omission or required change, the Company may suspend the use of the Registration Statement and the prospectus contained therein until such time as the Holder provides the required information to the Company.

Section 5.3. Piggyback Registration.

(a) Company Registration. If at any time or from time to time the Company shall determine to register any of its equity securities, either for its own account or for the account of security holders (other than (1) in a registration relating solely to employee benefit plans, (2) a registration on Form S-4 or S-8 (or such other similar successor forms then in effect under the Securities Act), (3) a primary registration of securities under Rule 415 of the Securities Act, (4) a registration pursuant to which the Company is offering to exchange its own securities, (5) a registration statement relating solely to dividend reinvestment or similar plans, (6) a resale shelf registration statement relating solely to debt securities of the Company that are convertible into Common Stock and the underlying shares of Common Stock or (7) a registration pursuant to Section 5.2), the Company will:

(i) promptly (but in no event less than 10 days before the effective date of the relevant Registration Statement) give to each Holder written notice thereof; and

(ii) include in such registration (and any related qualification under state securities laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 5 days after receipt of such written notice from the Company, by any Holder or Holders, subject, in each case, to the limitations expressed in Section 5.2 and except as set forth in Section 5.3(b) below.

(b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 5.3(a)(i). In such event the right of any Holder to registration pursuant to this Section 5.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein in subject to the limitations expressed in Section 5.2. All Holders proposing to distribute their Registrable Securities through such underwriting shall, together with the Company and the other parties distributing their securities through such underwriting, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 5.3, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, subject to the terms of this Section 5.3. The Company shall so advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration and underwriting shall be allocated first to the Company and second to the Holders and any other holders with registration rights on a pro rata basis based on the total number of Registrable Securities held by the Holders and such other holders. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) subject to the limitations expressed in Section 5.2, reduce the amount of securities of the selling Holders included in the registration below twenty-five percent (25%) of the total amount of securities included in such registration by all selling stockholders. No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. For the avoidance of doubt, nothing in this Section 5.3(b) is intended to diminish the number of securities to be included by the Company in the underwriting.

(c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 5.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Section 5.4. Expenses of Registration. All expenses incurred in connection with all registrations effected pursuant to Sections 5.2 and 5.3, including all registration, filing and qualification fees (including state securities law fees and expenses), printing expenses, escrow fees, fees and disbursements of counsel for the Company; provided, however, that the Company shall not be required to pay the fees of Legal Counsel, stock transfer taxes or underwriters’ discounts or selling commissions relating to Registrable Securities.

Section 5.5. Obligations of the Company. Whenever required under this Article V to effect the registration of any Registrable Securities, the Company shall (in addition to the requirements set forth in Section 5.2(e) with respect to a Registration Statement), as expeditiously as reasonably possible:

(a) prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement in accordance with the intended methods of disposition by sellers thereof set forth in such registration statement;

(b) permit any Holder which Holder, in the reasonable judgment of the Company, if deemed to be a controlling person of the Company, to participate in good faith in the preparation of such Registration Statement and to cooperate in good faith to include therein material, furnished to the Company in writing, that in the reasonable judgment of the Company should be included;

(c) furnish to the Holders such numbers of copies of a prospectus, including all exhibits thereto and documents incorporated by reference therein and a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(d) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement;

(e) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Company of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information;

(f) notify each Holder of Registrable Securities covered by such Registration Statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(g) notify each Holder of Registrable Securities covered by such Registration Statement as soon as reasonably practicable after notice thereof is received by the Company of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of any proceedings for such purposes, or any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(h) use its reasonable efforts to prevent the issuance of any stop order suspending the effectiveness of any Registration Statement or of any order preventing or suspending the use of any preliminary or final prospectus and, if any such order is issued, to obtain the withdrawal of any such order as soon as practicable;

(i) in the case of an underwritten offering, make available for inspection, at the Company's headquarters during normal business hours, by each Holder including Registrable Securities in such registration, any underwriter participating in any distribution pursuant to such registration, and any attorney, accountant or other agent retained by such Holder or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as such parties may reasonably request, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement;

(j) use its reasonable efforts to register or qualify, and cooperate with the Holders of Registrable Securities covered by such Registration Statement, the underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “blue sky” laws of each state and other jurisdiction of the United States as any such Holder or underwriters, if any, or their respective counsel reasonably request in writing, and do any and all other things reasonably necessary or advisable to keep such registration or qualification in effect for such period as required by Section 5.2(a), as applicable; provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(k) in the case of an underwritten offering, obtain for delivery to the underwriters, if any, an opinion or opinions from counsel for the Company, dated the effective date of the Registration Statement or, in the event of an underwritten offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such underwriters and their respective counsel;

(l) in the case of an underwritten offering, obtain for delivery to the Company and the underwriters, a cold comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

(m) use its reasonable efforts to list the Registrable Securities covered by such Registration Statement with any securities exchange on which the Common Stock is then listed;

(n) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(o) cooperate with Holders including Registrable Securities in such registration and the underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, such certificates to be in such denominations and registered in such names as such Holders or the managing underwriters may request at least two Business Days prior to any sale of Registrable Securities; and

(p) use its reasonable efforts to comply with all applicable securities laws and make available to its Holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder.

Section 5.6. Indemnification.

(a) The Company will, and does hereby undertake to, indemnify and hold harmless each Holder of Registrable Securities, each of such Holder’s officers, directors, employees, partners and agents, and each Person controlling such Holder, with respect to any registration, qualification or compliance effected pursuant to this Article V, and each underwriter, if any, and each Person who controls any underwriter, of the Registrable Securities held by or issuable to such Holder, against all claims, losses, damages and liabilities (or actions in respect thereto) to which they may become subject under the Securities Act, the Exchange Act, or other federal or state law arising out of or based on (A) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other similar document (including any related Registration Statement, notification, or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, (B) any violation or alleged violation by the Company of any federal, state or common law rule or regulation applicable to the Company in connection with any such registration, qualification or compliance, or (C) any failure to register or qualify Registrable Securities in any state where the Company or its agents have affirmatively undertaken or agreed in writing that the Company (the undertaking of any underwriter chosen by the Company being attributed to the Company) will undertake such registration or qualification on behalf of the Holders of such Registrable Securities (provided that in such instance the Company shall not be so liable if it has undertaken its reasonable efforts to so register or qualify such Registrable Securities) and will reimburse, as incurred, each such Holder, each such underwriter and each such director, officer, partner, agent and controlling person, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission made in reliance and in conformity with written information furnished to the Company by such Holder or underwriter expressly for use therein.

(b) Each Holder will, and if Registrable Securities held by or issuable to such Holder are included in such registration, qualification or compliance pursuant to this Article V, does hereby undertake to indemnify and hold harmless the Company, each of its directors, employees, agents and officers, and each Person controlling the Company, each underwriter, if any, and each Person who controls any underwriter, of the Company’s securities covered by such a Registration Statement, and each other Holder, each of such other Holder’s officers, partners, directors and agents and each Person controlling such other Holder, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made, and will reimburse, as incurred, the Company, each such underwriter, each such other Holder, and each such director, officer, employee, agent, partner and controlling Person of the foregoing, for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) was made in such Registration Statement, prospectus, offering circular or other document, in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use therein; provided, however, that the liability of each Holder hereunder shall be limited to the net proceeds received by such Holder from the sale of securities under such Registration Statement. It is understood and agreed that the indemnification obligations of each Holder pursuant to any underwriting agreement entered into in connection with any Registration Statement shall be limited to the obligations contained in this subsection 5.6(b).

(c) Each party entitled to indemnification under this Section 5.6 (the “Indemnified Party”) shall give notice to the party required to provide such indemnification (the “Indemnifying Party”) of any claim as to which indemnification may be sought promptly after such Indemnified Party has actual knowledge thereof, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be subject to approval by the Indemnified Party (whose approval shall not be unreasonably withheld) and the Indemnified Party may participate in such defense at the Indemnifying Party’s expense if representation of such Indemnified Party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article V, except to the extent that such failure to give notice shall materially adversely affect the Indemnifying Party in the defense of any such claim or any such litigation. An Indemnifying Party, in the defense of any such claim or litigation, may, without the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that includes as an unconditional term thereof the giving by the claimant or plaintiff therein, to such Indemnified Party, of a release from all liability with respect to such claim or litigation.

(d) In order to provide for just and equitable contribution in case indemnification is prohibited or limited by law, the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and such party’s relative intent, knowledge, access to information and opportunity to correct or prevent such actions; provided, however, that, in any case, (i) no Holder will be required to contribute any amount in excess of the public offering price of all securities offered by it pursuant to such Registration Statement less all underwriting fees and discounts and (ii) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 5.7. Information by Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders and the distribution proposed by such Holder or Holders as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Article V.

Section 5.8. Transfer of Registration Rights. The rights, contained in Sections 5.2 and 5.3 hereof, to cause the Company to register the Registrable Securities, may be assigned or otherwise conveyed by DSM pursuant to a transfer not prohibited by Section 3.2.

Section 5.9. Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Article V.

Section 5.10. Termination of Registration Rights. In addition to any termination of this Agreement in accordance with Section 7.1 hereof, the rights of DSM to cause the Company to register securities under Article V hereof shall terminate on the date when there no longer remaining any Registrable Securities.

ARTICLE VI

ADDITIONAL AGREEMENTS OF THE PARTIES

Section 6.1. Protective Provisions. For so long as DSM is entitled to designate a director of the Board pursuant to Section 2.1(a)(i) of this Agreement, without the affirmative vote of any then-serving DSM Director, the Company will not (and, where applicable, will not permit any of its Subsidiaries to) (a) [*] or (b) other than principal and interest payments required by the terms of such agreement (as currently in effect), use any proceeds from the transactions contemplated by the Securities Purchase Agreement or the Tranche II Funding Amount to repay any amounts owed by the Company under that certain Loan and Security Agreement, dated as of March 29, 2014, as amended prior to the date hereof, between the Company and Stegodon Corporation (assignee of Hercules Technology Growth Capital, Inc.) prior to the Term Loan Maturity Date (as such term is currently defined in such agreement).

Section 6.2. Right of First Negotiation; Toll Manufacturing Option.

(a) The Company will not agree or commit to enter into any new agreements (or amend or otherwise modify any existing agreement to cover any new project) with respect to any project in [*] field (the “ [*] ”), including the projects set forth on Schedule 6.2(a) attached hereto, unless the Company has first engaged in good faith negotiations with DSM with respect to such projects for a period of at least sixty (60) days (the “Right of First Negotiation”); provided, however, that if DSM enters into a commercial relationship with the Company with respect to any such project that obligates the Company to exclusively develop such project with DSM, and following 24 months of the launch of such project the product development levels thereunder do not exceed volume thresholds to be mutually agreed to by DSM and the Company within 90 days of the launch of such project, then the Company will be released from its exclusivity obligations under such commercial relationship with DSM but the Company shall otherwise remain bound by its other obligations thereunder.

(b) DSM will also have an option (the “Toll Manufacturing Option”) to use the Brotas 1 or Brotas 2 facility for toll manufacturing of DSM [*] and / or other DSM products by the Company; provided, however, that (i) such option shall be limited to 50% of the manufacturing capacity of each such facility, (ii) (a) with respect to Brotas 1, any such products manufactured for DSM must have a higher return to the Company relative to any alternative projects at Brotas 1 related to the manufacture, distribution, license, sale, transfer or assignment of [*] available to the Company, as determined in good faith by the Board, and (b) with respect to Brotas 2, any such products manufactured for DSM must have a higher return to the Company relative to any alternative projects at Brotas 2 available to the Company, as determined in good faith by the Board.

[*] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

(c) Notwithstanding the foregoing, (i) the Toll Manufacturing Option set forth in Section 6.2(b) shall expire if the aggregate annual cash spend by DSM (calculated for each calendar year beginning on January 1, 2018) in favor of the Company in connection with all commercial activity with the Company, including payments for production of DSM products, license fees, exclusivity payments and/or collaboration payments for joint development programs, is less than [*] , and (ii) the Toll Manufacturing Option set forth in Section 6.2(b) shall not be exercisable by DSM if there are no active projects with DSM at Brotas 1 or Brotas 2 following the date that is 36 months after the Closing.

Section 6.3. Further Assurances; Operational Cost Savings; Foris Funding Commitment. From time to time, at the reasonable request of any other party hereto and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or appropriate to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. The Company will use reasonable best efforts to implement operational cost/expense savings of at least [*] per annum beginning on January 1, 2018. At DSM’s request, the Company will enforce its rights under that certain letter from Foris Ventures, LLC to the Company, dated May 6, 2017.

Section 6.4. Tranche II Funding. During the 90-day period following the Closing, DSM and the Company will negotiate in good faith to mutually agree on certain terms and conditions upon which DSM shall purchase additional shares of Preferred Stock and Warrants prior to the end of such 90-day period but after the Stockholder Approval (as such term is defined in the Securities Purchase Agreement) has been obtained; it being acknowledged that the parties have already agreed as follows: (a) such purchase shall be in an amount to be agreed by the Company and DSM but no less than $25 million and no more than $30 million (such amount, the “Tranche II Funding Amount”); (b) the Company shall enter into a new securities purchase agreement with DSM (which agreement shall be in substantially the same form as the Securities Purchase Agreement, except that (i) DSM shall be the sole “Purchaser” thereunder, (ii) DSM’s “Subscription Amount” thereunder shall be the Tranche II Funding Amount, and (iii) the effective price per share of the “Series B Convertible Preferred Stock” to be issued to DSM thereunder in connection with the Tranche II Funding, without taking into account warrants to purchase shares of Common Stock to be issued to DSM in accordance with prior discussions of the Company and DSM, shall be equal to $0.42); (c) such shares of Preferred Stock shall have the same preferences, rights and limitations as described in the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series B 17.38% Convertible Preferred

Stock; (d) at or prior to the Tranche II Funding (as defined below) the Company will have received at least $10 million of additional cash equity funding from other investors and at least $8 million of additional cash debt or equity funding from an existing stockholder of the Company; (e) at the closing of the transactions contemplated by such new securities purchase agreement (the “Tranche II Funding”); and (f) the Tranche II Funding is conditioned upon the approval of DSM Parent’s Managing Board (in its sole discretion), (i) the Company shall enter into an amendment to this Agreement providing for a second DSM Nominee who DSM may nominate for election to the Board but who shall not be required to be a member of DSM Parent’s Executive Committee and (ii) the [*] License Agreement described in clause (i) of the definition of IP License set forth in the Securities Purchase Agreement shall become effective. Thereafter, during the 90-day period following the closing of the Tranche II Funding (which period shall end on December 31, 2017, if earlier, the “Outside Date”), DSM and the Company will in good faith negotiate to mutually agree on the most critical (operational) parameters for the development of the molecule best suited to achieve the cost targets defined for [*] . In the event that the parties do not reach agreement on such parameters prior to the Outside Date, (I) the Right of First Negotiation set forth in Section 6.2(a) shall terminate and expire with respect to [*] only, (II) on the first anniversary of the closing of the Tranche II Funding and each subsequent anniversary thereof, the Company will make a $5 million cash payment to DSM by wire transfer of immediately available funds to a bank account designated by DSM in writing at least two (2) Business Days prior to each such payment date; provided that the aggregate amount of such payments shall not exceed the Tranche II Funding Amount and (III) the Intellectual Property Escrow Agreement described in clause (ii) of the definition of IP License set forth in the Securities Purchase Agreement shall become effective. Following the closing of the Tranche II Funding, DSM and the Company will in good faith negotiate a development agreement regarding each of the products listed on Schedule 6.2(a) other than [*] , it being the intention of the parties that (A) DSM will achieve a per unit cost for such product that is competitive, but at least [*] , or as otherwise mutually agreed by the Company and DSM, and (B) DSM will be charged only for the Company’s direct costs for development work for such product, provided that the collaboration terms include a value sharing arrangement for the manufacturing of any product under such collaboration by the Company for DSM. For the avoidance of doubt the prior sentence does not create an obligation to enter into a development agreement regarding the products listed on Schedule 6.2(a) other than [*] , but rather creates an obligation to negotiate in good faith with respect to any such agreement.

ARTICLE VII

TERMINATION

Section 7.1. Termination. This Agreement shall terminate and be of no further force and effect upon and after the Company’s consummation of a Change of Control; provided, however, that (i) such termination shall not waive or release any party from any liability for such party’s willful breach of this Agreement occurring prior to such termination and (ii) Section 6.2 (and, with respect thereto, Articles I and VIII) shall survive such termination and remain in full force and effect following such termination.

ARTICLE VIII

MISCELLANEOUS

Section 8.1. Entire Agreement. This Agreement (together with the Securities Purchase Agreement, the Warrants, the IP License (as such term is defined in the Securities Purchase Agreement) and the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series B 17.38% Convertible Preferred Stock) constitutes the entire understanding and agreement between the parties as to the matters covered herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case, written or oral, of any and every nature with respect thereto.

Section 8.2. Specific Performance. The parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character, and that, in the event of breach or threatened breach by any party, damages would not be an adequate remedy and each of the other parties shall be entitled to specific performance and injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity; and the parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

Section 8.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts entered into and performed entirely within such state, without regard to conflict of laws principles.

Section 8.4. Amendment and Waiver.

(a) This Agreement may be amended or modified, and any provision hereof may be waived, in whole or in part, at any time pursuant to an agreement in writing executed by the Company and DSM.

(b) Any failure by any party at any time to enforce any of the provisions of this Agreement shall not be construed a waiver of such provision or any other provisions hereof.

Section 8.5. Binding Effect. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the parties’ successors and permitted assigns.

Section 8.6. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified in this Section prior to 6:30 p.m. (Pacific Time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified in this Section on a day that is not a Business Day or later than 6:30 p.m. (Pacific Time) on any Business Day, (c) the Business Day following the date of deposit with a nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses, facsimile numbers and email addresses for such notices and communications are those set forth on the signature pages hereof, or such other address or facsimile number as may be designated in writing hereafter, in the same manner, by any such Person.

Section 8.7. Severability. If any portion of this Agreement shall be declared void or unenforceable by any court or administrative body of competent jurisdiction, such portion shall be deemed severable from the remainder of this Agreement, which shall continue in all respects valid and enforceable.

Section 8.8. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument.

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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first written above.

AMYRIS, INC.

By:	/s/ John Melo
	Name	John Melo
	Title:	President and CEO

Address for Notice:

5885 Hollis Street, Suite 100
Emeryville, CA 94608

Facsimile No.:
Email Address:



Attn:	General Counsel

with a copy (which shall not constitute notice) to:

Fenwick & West LLP
801 California Street
Mountain View, CA 94110
Attention:
Email Address:

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first written above.

DSM International B.V.

By:	/s/ Philip Eykerman
	Name	PHILIP EYKERMAN
	Title:	EVP CORP STRATEGY

By:	/s/ Hugh Welsh
	Name	Hugh Welsh
	Title:	President DSM NA

Address for Notice:	Het Overloon 1
	6411 TE Herleen
	the Netherlands

Facsimile No.:
Email Address:



Attn:	General Counsel

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP
330 North Wabash Ave, Suite 2800
Chicago, Illinois 60611
Attention:

Email Address:

Exhibit A

List of Competitors

[*]

Schedule 6.2(a)

Subject to those pre-existing commercial arrangements described below, as in effect as of the date hereof, projects relating to [*].

Pre-existing commercial arrangements: The Company has pre-existing commercial arrangements with (i) [*] and (ii) [*] .

EX-10.01 13 exh_1001.htm EXHIBIT 10.01

Exhibit 10.01

MODIFICATION P00004 TO THE TECHNOLOGY INVESTMENT AGREEMENT

Between

AMYRIS, INC.,

5885 Hollis Street Suite 100

Emeryville, CA 94608

And

The Defense Advanced Research Projects Agency

675 North Randolph Street

Arlington, VA 22203-2114

Concerning

Improving the Timeline for Scaling Up Molecules from Proof Of Concept to Market Reducing Time and Cost

(Mgs TO Kgs)

Agreement No.: HR0011-15-3-0001

DARPA Order No.: HR0011621265

Total Amount of the Agreement:	$	50,721,349
Total Estimated Government Funding of the Agreement:	$	35,160,011
Total Estimated Government Options:	$	992,168
Contractor Share Contribution	$	15,551,338
Funds Obligated:	$	23,324,088
Funds Obligated by this Modification	$	0

Recipient Identification Number/Codes:	DUNS: 185930182
	CAGE: 47QN9
	TIN: 55-0856151

Authority: 10 U.S.C. § 2371

All provisions, terms, and conditions set forth in this Agreement are applicable and in full force and effect except as specified otherwise herein.

		FOR THE UNITED STATES OF AMERICA, THE DEFENSE ADVANCED RESEARCH PROJECTS AGENCY
		/s/ Michael S. Mutty

		Michael S. Mutty Agreements Officer Contracts Management Office

		6/29/2016
		(Date)

In order to create contract line item numbers tied to technical milestones to better visibility in the Government financial payment system, identify option pricing, and correct Article V. Paragraph B. Payments for Accomplished Payable Milestones, subparagraphs 4.c. and 4.e., the following administrative changes are made:

1. The Technology Investment Agreement is revised to: 1) split the total agreement value between firm costs of $34,167,843 and option costs of $992,168, with no change in total agreement value, on the cover page and in Article V.C. (as shown on the first page of this document); to correct Article V. Paragraph B. Payments for Accomplished Payable Milestones, subparagraphs 4.c. and 4.e, to correct the Service Acceptor field extension to 11 and add some additional descriptive language as shown in bold in the revised TIA, Revision 4; and revise Attachments under the Table of Contents as shown below.

TABLE OF CONTENTS – Revision 4

ARTICLES		PAGE

ARTICLE I	Scope of the Agreement	3
ARTICLE II	Term	7
ARTICLE III	Management of the Project	10
ARTICLE IV	Agreement Administration	11
ARTICLE V	Obligation and Payment	12
ARTICLE VI	Disputes	16
ARTICLE VII	Patent Rights	17
ARTICLE VIII	Data Rights	21
ARTICLE IX	Foreign Access to Technology	22
ARTICLE X	Title to and Disposition of Property	23
ARTICLE XI	Civil Rights Act	24
ARTICLE XII	Security	24
ARTICLE XIII	Subcontractors	24
ARTICLE XIV	Key Personnel	24
ARTICLE XV	Order of Precedence	25
ARTICLE XVI	Execution	25
ARTICLE XVII	Applicable Law	25
ARTICLE XVIII	Severability	25
ARTICLE XIX	Data Sharing Plan and Status Reporting	25

ATTACHMENTS

ATTACHMENT 1 – Revision 2	Statement of Work
ATTACHMENT 2	Report Requirements
ATTACHMENT 3 – Revision 4	Total Agreement Funding Plan and Payable Milestones and Corresponding Payment Schedule
ATTACHMENT 4	Funding Schedule
ATTACHMENT 5 – Revision 1	List of Intellectual Property Assertions by the Performer
ATTACHMENT 6 – Revision 1	List of Property Greater than $5,000
ATTACHMENT 7	Certifications for Agreement No. HR0011-15-3-0001

2. Attachment (3) Total Agreement Funding Plan and Payable Milestones and Corresponding Payment Schedule, Revision 4 is issued to incorporate CLIN in the title with Technical Milestone and to revise the CLIN/SLIN numbers in the CLIN/SLIN/ACRN column, as bolded, to incorporate changes tied to the CLIN breakout.

3. All provisions, terms, and conditions set forth in this Agreement are applicable and in full force and effect except as specified otherwise herein.

TECHNOLOGY INVESTMENT AGREEMENT

BETWEEN

AMYRIS, INC.,

5885 HOLLIS STREET SUITE 100

EMERYVILLE, CALIFORNIA 94608

AND

THE DEFENSE ADVANCED RESEARCH PROJECTS AGENCY

675 NORTH RANDOLPH STREET ARLINGTON, VA 22203-2114

CONCERNING

IMPROVING THE TIMELINE FOR SCALING UP MOLECULES FROM PROOF OF CONCEPT TO MARKET REDUCING TIME AND COST

(MGS TO KGS)

Agreement No.: HR0011-15-3-0001 – Revision 4

DARPA Order No.: HR0011518718

Total Amount of the Agreement: $50,721,349

Total Estimated Government Funding of the Agreement: $35,160,011 ($34,167,843 firm/$992,168 option)

Funds Obligated: See Article V.C

Authority: 10 U.S.C. § 2371

This Agreement is entered into between the United States of America, hereinafter called the Government, represented by The Defense Advanced Research Projects Agency (DARPA), and AMYRIS, INC., a corporation organized and existing under the laws of the State of Delaware with its principal place of business at 5885 Hollis Street, Suite 100, Emeryville, California 94608 pursuant to and under U.S.

Federal law.

FOR AMYRIS, INC FOR THE DEFENSE ADVANCED RESEARCH PROJECTS AGENCY


(Signature & Date)		(Signature & Date)

		Michael S. Mutty Agreements Officer
(Name, Title)		(Name, Title)

TABLE OF CONTENTS – REVISION 3

ARTICLES		PAGE

ARTICLE I	Scope of the Agreement	3
ARTICLE II	Term	7
ARTICLE III	Management of the Project	10
ARTICLE IV	Agreement Administration	11
ARTICLE V	Obligation and Payment	12
ARTICLE VI	Disputes	16
ARTICLE VII	Patent Rights	17
ARTICLE VIII	Data Rights	21
ARTICLE IX	Foreign Access to Technology	22
ARTICLE X	Title to and Disposition of Property	23
ARTICLE XI	Civil Rights Act	24
ARTICLE XII	Security	24
ARTICLE XIII	Subcontractors	24
ARTICLE XIV	Key Personnel	24
ARTICLE XV	Order of Precedence	25
ARTICLE XVI	Execution	25
ARTICLE XVII	Applicable Law	25
ARTICLE XVIII	Severability	25
ARTICLE XIX	Data Sharing Plan and Status Reporting	25

ATTACHMENTS

ATTACHMENT 1 – Revision 2	Statement of Work
ATTACHMENT 2	Report Requirements
ATTACHMENT 3 – Revision 4	Total Agreement Funding Plan and Payable Milestones and Corresponding Payment Schedule
ATTACHMENT 4	Funding Schedule
ATTACHMENT 5 – Revision 1	List of Intellectual Property Assertions by the Performer
ATTACHMENT 6 – Revision 1	List of Property Greater than $5,000
ATTACHMENT 7	Certifications for Agreement No. HR0011-15-3-0001

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ARTICLE I: SCOPE OF THE AGREEMENT

A. Background

Performer is a leader in applying synthetic biology technologies to engineer living organisms into manufacturing platforms that are able to produce a wide variety of target molecules, many of which are impossible to produce through traditional manufacturing processes. While current technologies are highly advanced, they suffer from a lack of integration and automation. By focusing on the same principles that made the United States the leaders in traditional manufacturing, namely standardized engineering and efficiency gains through automation, the Performer seeks, through funding in this Agreement, to develop a state of the art open bio-fabrication facility that will shorten the scale-up time and cost by using biology to produce molecules. Many of these molecules are directly relevant to the DoD mission due to their unique chemical properties that enable their use as fuels, lubricants, anti-fouling agents, antibiotics, and adhesives while also providing building blocks for novel families of materials. DARPA’s interest in synthetic biology rises from its potential application to manufacturing. Biological manufacturing is in its infancy and the work required to reduce the time, effort, and cost needed to develop a new microbe is risky and at odds with the work needed to bring a product to market which is the chief goal of any company seeking to capitalize on the technology. The Agreement supports research with a long-term perspective that will enable academic and commercial participants to perform cutting edge research with less effort and cost than ever before. In addition to producing molecules relevant to the DoD, the commercial opportunities are immense since virtually any molecule made through traditional manufacturing processes can be replicated using biology as a catalyst. Although engineering cellular factories has been intermittently successful, the cost and time required for success have been prohibitive. The Performer’s new technological approach will develop new molecules and materials while at the same time improving efficacy and efficiency. As a result of these improvement, the United States will reduce production time to under three years and at less than $10M per molecule while simultaneously handling 100 molecules, a 20X improvement. To achieve these innovations, the Performer will focus on technology development addressing metabolic pathway and enzyme design, strain construction, phenotypic measurements, large-scale data analysis, and strain optimization. To ensure success, the Performer will complement its expertise in strain engineering by partnering with companies and academic laboratories that are leaders in their field. Upon the completion of this agreement, the capacity to perform biological engineering will far surpass current capabilities. The United States will possess state of the art facilities for design and biomanufacturing of existing and novel molecules and materials.

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B. Definitions

Affiliate: means, with respect to an entity, any person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first entity. For purposes of this definition, “control”, “controlled by”, and “under common control with” mean (i) the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, or otherwise or (ii) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of an entity.

Agreement: The body of this Agreement and Attachments 1 – 7, which are expressly incorporated in and made a part of the Agreement.

Collaborators: A third party in a contractual arrangement with the Performer or with a Subcontractor, whether executed before or after the Effective Date, under which arrangement the Performer or a Subcontractor has agreed to jointly research, develop and/or commercialize a technology or product with such third party and has an “active role” in such arrangement. For the avoidance of doubt, an “active role” by the Performer or a Subcontractor is a contractual relationship (1) that involves more than the mere transfer of intellectual property and (2) where the Performer or a Subcontractor has a significant participation in decision making and/or funding of the activities.

Data: Recorded information, regardless of form or method of recording, which includes but is not limited to, scientific or technical data, software, trade secrets, and mask works, in each case developed or generated by the Performer or its Subcontractors in performing the Program under this Agreement. The term “Data” does not include financial, administrative, cost, pricing or management information.

Effective Date: means November 1, 2015.

Foreign Firm or Institution: A firm or institution organized or existing under the laws of a country other than the United States, its territories, or possessions. The term includes, for purposes of this Agreement, any agency or instrumentality of a foreign government; and firms, institutions or business organizations which are owned or substantially controlled by foreign governments, firms, institutions, or individuals.

Government: The United States of America, as represented by DARPA.

Government Purpose Rights: The rights to use, duplicate, or disclose Data, in whole or in part and in any manner, for Government Purposes only, and to have or permit others to do so for Government Purposes only.

Government Purpose: Any activity in which the Government is a party, including cooperative agreements with international or multi-national defense organizations or sales or transfers by the Government to foreign governments or international organizations. Government Purposes include competitive procurement, but do not include the rights to use, modify, reproduce, release, perform, display, or disclose Data for commercial purposes or authorize others to do so.

Invention: Any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United States Code.

Know-How: All information including, but not limited to discoveries, formulas, materials, Inventions, processes, ideas, approaches, concepts, techniques, methods, software, programs, documentation, procedures, firmware, hardware, technical data, specifications, devices, apparatus and machines.

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Limited Rights: The rights to use, modify, reproduce, release, perform, display, or disclose Data, in whole or in part, within the Government. The Government may not, without the written permission of the Party asserting limited rights, release or disclose applicable Data outside the Government, use the applicable Data for manufacture, or authorize the applicable Data to be used by another party, except that the Government may reproduce, release, or disclose such Data or authorize the use or reproduction of the applicable Data by persons outside the Government if -

(i)

The reproduction, release, disclosure , or use is:

Necessary for emergency repair and overhaul; or

A release or disclosure to

1. A covered Government support contractor in performance of its covered Government support contract for use, modification, reproduction, performance, display or release or disclosure to a person authorized to receive Limited Rights Data; or

2. A foreign government, of such Data other than detailed manufacturing or process Data, when use of such Data by the foreign government is in the interest of the Government and is required for evaluational or informational purposes;

(ii)

The recipient of the applicable Data is subject to a prohibition on the further reproduction, release, disclosure, or use of the Data; and

(iii)

The Performer, or its subcontractor asserting the restriction is notified of such reproduction, release, disclosure, or use.

Made: Relates to any Invention means the conception or first actual reduction to practice of such Invention.

Parties: The Government (represented by DARPA) and the Performer.

Payable Milestone: A Program-related task or tasks identified in Attachment 3 for which a corresponding payment (also identified in Attachment 3) will be made by the Government to the Performer upon the Government’s verification, in accordance with this Agreement, that the Performer (or a Subcontractor) accomplished such task(s).

Performer: AMYRIS, INC. a corporation organized and existing under the laws of the State of

Delaware with its principal place of business at 5885 Hollis Street, Suite 100, Emeryville, California

94608

Practical Application: To manufacture, in the case of a composition of product, to practice, in the case of a process or method, or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the Subject Invention is capable of being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms. For the avoidance of doubt, the Parties acknowledge that “Practical Application” under this Agreement may not include actual commercialization of Subject Invention(s) hereunder because such Subject Invention(s) are likely to be Tools (e.g., it is envisioned that the Tools resulting from the research carried out under this Agreement will later – outside of this Agreement - be used by the Performer and its Subcontractors to develop commercial products).

Program: Research and development being conducted by the Performer and its Subcontractors under this Agreement, as set forth in Article I, paragraph C and in Attachment 1, Statement of Work.

Property: Any tangible personal property other than property actually consumed during the execution of work under this Agreement.

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Subcontractor: Those persons or entities that, per a written agreement with the Performer, will perform certain of the Payable Milestones. As of the date of this Agreement, the Subcontractors consist of Agilent Technologies, Inc., Arzeda Corporation, m2p-labs GmbH, Ruprecht-Karls-Universität Heidelberg, and Bruker Corporation.

Subject Invention: Any Invention conceived or first actually reduced to practice in the performance of the Program under this Agreement that is capable of use as a Tool for making or altering a genetically modified organism; provided however, any Inventions, regardless when conceived or reduced to practice, covering a genetically modified organism, a strain, or any compound or product made by or from an organism or strain shall not be considered “Subject Inventions” hereunder. For the avoidance of doubt, no Inventions conceived or reduced to practice prior to the Effective Date, excluding subject inventions conceived or first actually reduced to practice under the Amyris Living Foundries TIA HR0011-12-3-0006, shall be considered performed “under this Agreement.”

Technology: Discoveries, innovations, Know-How and Inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks, and copyrights, developed under this Agreement.

Term: has the meaning set forth in Article II, paragraph A.

Tools: Software, analytical methods, standard operating procedures, and workflow processes.

Unlimited Rights: Rights to use, duplicate, release, or disclose Data, in whole or in part, in any manner and for any purposes whatsoever, and to have or permit others to do so.

C. Scope

1. The Performer shall perform the Program, which is intended to build an open BioFab that shortens the timeline for scaling up molecules from proof of concept to market to two to three years, reduces the cost of such development to less than $10 million per molecule, and simultaneously handles a hundred molecules. Success will be demonstrated by delivering 1 kg of material for 10 molecules generated by an integrated pipeline that enables the biological production of metric tons of any subsequent molecule in two to three years. The Program shall be carried out in accordance with the Statement of Work incorporated in this Agreement as Attachment 1. The Performer shall submit or otherwise provide all documentation required by Attachment 2, Report Requirements.

2. The Performer shall be paid for each Payable Milestone accomplished in accordance with the Schedule of Payments and Payable Milestones set forth in Attachment 3 and the procedures of Article V. The Schedule of Payments and Payable Milestones set forth in Attachment 3 may be revised or updated in accordance with Article III, subject to mutual agreement of the Parties.

3. The Government and the Performer estimate that the Statement of Work for this Agreement can only be accomplished with the Performer’s provision during the Term of the “Performer Contribution”, as detailed in the Total Agreement Funding Plan set forth in Attachment 3 and the Funding Schedule set forth in Attachment 4. The Total Agreement Funding Plan and the Funding Schedule may be revised or updated in accordance with Article III, subject to mutual agreement of the Parties. The Performer intends and, by entering into this Agreement, undertakes to cause the Performer Contribution to be provided. However, if either the Government or the Performer is unable to provide its respective funding (in the case of the Government) or the Performer Contribution (in the case of the Performer) for the Program, the other Party

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may reduce its funding or Performer Contribution, whichever is applicable to it, for the Program by a proportional amount. Throughout the Term, the Parties, through the Performer’s routine reports to the Government, will monitor the Performer’s satisfaction of the Performer Contribution and will promptly address, in good faith, any divergence or shortfall in the final Performer Contribution amount anticipated by the Performer (e.g., the Performer purchases Property for the Program at a price significantly cheaper than what was anticipated when establishing the Performer Contribution) and its effect, if any, on the Government’s funding obligation under this Agreement.

D. Goals / Objectives

1. The goal of this Agreement is for the Performer to investigate and build a BioFab that scales up molecules from proof of concept to market in less time and at less cost, as described under Scope above. The goal is to accomplish this by incorporating radical innovations into key modules at each stage of the Design-Build-Test-Learn cycle as described in detail Amyris Proposal “Mgs to Kgs” dated February 3, 2015. The modules will be interdependent and align within an integrated pipeline. The foundation is a set of measurement technologies with various levels of risk. In addition to new algorithms for pathway prediction, data analysis and hypothesis generation, the BioFab’s testing and optimization of up to 450 molecules from a large metabolic space will require a paradigm shift from a high-throughput, single-molecule screening platform to a high throughput, molecule-agnostic screening platform that is predictive of performance to a large scale. To address the gaps in throughput, quality and scale, a testing platform that utilizes a tiered approach to promote strains will be developed. Although individual tiers exist in some form at various institutions and companies (including at the Performer), there is not a single platform that has managed to encompass all of them into a single pipeline at the proposed scale.

2. The Government will have continuous involvement with the Performer. The Government will also obtain access to research results and certain rights in Data and Subject Inventions pursuant to Articles VII and VIII. Government and the Performer are bound to each other by a duty of good faith and best research effort in achieving the goals of the Program.

3. This Agreement is an "other transaction" pursuant to 10 U.S.C. § 2371. The Parties agree that the principal purpose of this Agreement is for the Government to support and stimulate the Performer to provide its best effort in advanced research and technology development and not for the acquisition of property or services for the direct benefit or use of the Government. The Performer will be paid a fixed amount for each Payable Milestone accomplished in accordance with the Payable Milestones and Corresponding Payment Schedule set forth in Attachment 3 and the procedures of Article V. The Parties agree that the amount payable to Performer for an accomplished Payable Milestone will be unaffected by whether Performer ends up expending more or less effort to accomplish such Payable Milestone than the Parties assumed would be required to accomplish it. This Agreement is not intended to be, nor shall it be construed as, by implication or otherwise, a partnership, a corporation, or other business organization.

ARTICLE II: TERM

A. Term of this Agreement

The Program commences upon the Effective Date and continues for forty-eight (48) months, unless extended as described in paragraph C below, (the “Term”) and is split into three development and operational phases described below and depicted in the table:

“Dev” – in the first twenty-four months, the initial set of strain designs and testing will be generated using existing infrastructure and processes, while simultaneously developing the new technology platforms simultaneously;

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“DevOps” – newly developed technology platforms will be transferred to pipeline operations as part of the beta-testing transition process;

“Ops” – once the technology transfer is completed, the new technologies will be part of standard operations.

If all Government funds committed for the Program and the Performer Contribution are expended prior to the expiration of the Term, the Parties have no obligation to continue performance of the Program and may elect to cease development at that point.

Provisions of this Agreement, which, by their express terms or by necessary implication, apply for periods of time other than specified herein, shall be given effect, notwithstanding this Article.

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[*]

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B. Termination Provisions

Subject to a reasonable determination that the Program will not produce beneficial results commensurate with the expenditure of resources, either Party may terminate this Agreement by written notice to the other Party, provided that such written notice is preceded by consultation between the Parties. In the event of a termination of the Agreement under this paragraph B, it is agreed that disposition of Data shall be in accordance with the provisions set forth in Article VIII, Data Rights. The Government and the Performer will negotiate in good faith a reasonable and timely adjustment of all outstanding issues between the Parties as a result of termination under this paragraph B. Failure of the Parties to agree to a reasonable adjustment will be resolved pursuant to Article VI, Disputes. The Government has no obligation to pay the Performer beyond the last completed and paid Payable Milestone if the Performer decides to terminate under this paragraph B. For the avoidance of doubt, any termination under this paragraph B by either Party does not require repayment by the Performer of any Payable Milestone amounts already received by the Performer.

C. Extending the Term

The Parties may extend, by mutual written agreement, the Term if funding availability and research opportunities reasonably warrant. Any extension shall be formalized through modification of the Agreement by the DARPA Agreements Officer and the Performer’s Administrator.

ARTICLE III: MANAGEMENT OF THE PROJECT

A. Management and Program Structure

The Performer shall be responsible for the overall technical and program management of the Program, and technical planning and execution shall remain with the Performer. The DARPA Agreements Officer’s Representative, in consultation with the DARPA Program Manager or DARPA management, shall provide recommendations to Program developments and technical collaboration and be responsible for the review and verification of the Payable Milestones.

B. Program Management Planning Process

Program planning will consist of an Annual Program Plan with inputs and review from the Performer and DARPA management, containing the detailed schedule of research activities and Payable Milestones. The Annual Program Plan will consolidate quarterly adjustments in the Program’s research schedule, including revisions/modification to Payable Milestones.

1. Initial Program Plan: The Performer will follow the initial program plan that is contained in the Statement of Work, Attachment 1, and in the Payable Milestones and Corresponding Payment Schedule, Attachment 3.

2. Overall Program Plan Annual Review

(a) The Performer, with DARPA Agreements Officer’s Representative review, in consultation with the DARPA Program Manager or DARPA management, will prepare an overall Annual Program Plan in the last month of each Agreement year (i.e., October). The Annual Program Plan will be presented and reviewed at an annual site review, to be held within the sixty (60) days of each subsequent Agreement year, which will be attended by the Performer’s Key Personnel (as defined in Article XIV), the DARPA Agreements Officer’s Representative, senior DARPA management (as appropriate), and other DARPA program managers and personnel (as appropriate). The Performer, with DARPA participation and review,

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will prepare a final Annual Program Plan following such annual site review as more fully described in Attachment 2, Report Requirements.

(b) The Annual Program Plan provides a detailed schedule of the Program’s research activities, commits the Performer to use its best efforts to meet specific performance objectives, includes forecasted expenditures and describes the Payable Milestones. The Annual Program Plan will consolidate all prior adjustments in the Program’s research schedule, including revisions/modifications to the Payable Milestones. Recommendations for changes, revisions or modifications to the Agreement which result from this annual review process shall be made in accordance with the provisions of Article III, paragraph C.

C. Modifications

1. As a result of the Parties’ meetings (in person or videoconference) or annual reviews or at any other time during the Term, the Program’s research progress or results or other changes in circumstances (e.g., availability of required materials or equipment from external vendors, legal freedom to operate, etc.) may indicate that a change in the Statement of Work and/or the Payable Milestones would be beneficial to Program’s objectives. Recommendations for modifications, including justifications to support any changes to the Statement of Work and/or the Payable Milestones, will be documented in a letter and submitted by the Performer to the DARPA Agreements Officer’s Representative with a copy to the DARPA Agreements Officer. This documentation letter will detail the technical, chronological, and financial impact of the proposed modification to the Program. The Performer shall approve any Agreement modification. The Government is not obligated to pay for additional or revised Payable Milestones until the Payable Milestones and Corresponding Payment Schedule, Attachment 3, is formally revised by the DARPA Agreements Officer and made part of this Agreement.

2. The DARPA Agreements Officer’s Representative shall be responsible for the review and verification of any recommendations to revise or otherwise modify the Agreement, the Statement of Work, the Payable Milestones and Corresponding Payment Schedule, or any other proposed changes to the terms and conditions of this Agreement.

3. For minor or administrative Agreement modifications (e.g., changes in the paying office or appropriation data, changes to Government or the Performer’s personnel identified in the Agreement, etc.), no signature is required by the Performer.

ARTICLE IV: AGREEMENT ADMINISTRATION

Unless otherwise provided in this Agreement, approvals permitted or required to be made by the Government may be made only by the DARPA Agreements Officer. Administrative and contractual matters under this Agreement shall be referred to the following representatives of the Parties:

A. Government Points of Contact:

DARPA Agreements Officer:

DARPA Program Manager:

DARPA Agreements Officer’s Representative (AOR):

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DARPA Administrative Agreements Officer (AAO):

DARPA Assistant Director, Program Management (ADPM)

B. Performer Points of Contact

Administrator:

, Program Manager, R&D,

Contracting:

, General Counsel,

Program Manager:

, PI,

BioAnalytics Group Leader:

, Co-PI,

Each Party may change its representatives named in this Article by written notification to the other Party. The Government will effect the change as stated in Article III, C.3 above.

ARTICLE V: OBLIGATION AND PAYMENT

A. Obligation

1. The Government’s liability to make payments to the Performer is limited to only those funds obligated under the Agreement or by modification to the Agreement. The Government may obligate funds to the Agreement incrementally.

2. If modification of a Payable Milestone becomes necessary in performance of this Agreement, pursuant to Article III, paragraph C, the DARPA Agreements Officer and the Performer’s Administrator shall execute a revised Payable Milestones and Corresponding Payment Schedule consistent with the then current Annual Program Plan.

B. Payments for Accomplished Payable Milestones

1. The Performer has, and agrees to maintain, an established accounting system, which complies with Generally Accepted Accounting Principles and the requirements of this Agreement and shall ensure that appropriate arrangements have been made for receiving, distributing and accounting for all funding. An acceptable established accounting system is one in which all cash receipts and disbursements are controlled and documented properly.

2. Once the Performer accomplishes a Payable Milestone, the Performer may seek payment from the Government of the corresponding payment amount in the Payable Milestones and Corresponding Payment Schedule in Attachment 3. The Performer shall document the accomplishment of such Payable Milestone by submitting or otherwise providing the Payable Milestones Report required by Attachment 2, Part F. After written verification of the accomplishment of such Payable Milestone by the DARPA Agreements Officer’s Representative and approval by the DARPA Agreements Officer, the associated invoice will

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be submitted to the payment office via Wide Area Workflow (“WAWF”), as detailed in subparagraph B.6 of this Article. If a Payable Milestone is composed of more than one task (e.g., Payable Milestones 2, 6, 7, etc.), all such tasks in such Payable Milestone must be fully accomplished before the Performer may seek payment for such Payable Milestone. However, if a task in a single task Payable Milestone (or all of the tasks in a multi-task Payable Milestone) cannot be completed by the applicable Milestone (MS) Month set forth in Attachment 3, the Performer will document such event in its Monthly Technical Status Report, and the Parties will execute a contract modification to incorporate required changes in Attachment 3, and in Attachments 1 and 4, as applicable. For clarity, the “MS Month” column set forth in Attachment 3 sets forth the Parties’ good faith estimate of the date by which a Payable Milestone will be accomplished, but it is not a deadline for accomplishing the applicable Payable Milestone. In addition, missing the MS Month does not prevent the Performer from subsequently accomplishing the applicable Payable Milestone and has no effect on the corresponding payment amount in Attachment 3 once accomplished.

If deemed necessary by the DARPA Agreements Officer, payment approval for the final Payable Milestone will be made after reconciliation of actual Government funding for the Program with the actual Performer Contribution amount. While there will be this final Government reconciliation and accounting of the Performer Contribution amount, the Parties agree that the quarterly accounting of the Performer Contribution, as reported in the quarterly Business Status Report submitted in accordance with Attachment 2, will not, nor is it necessarily intended or required to, uniformly or proportionally track or match the estimated schedule of the Performer Contribution set forth in either Attachments 3 or 4.

3. Subject to change only through written Agreement modification, payment shall be made to the address of the Performer’s Administrator set forth below.

AMYRIS, INC., 5885 Hollis Street, Suite 100, Emeryville, California 94608

4. Payments will be made by the cognizant Defense Agencies Financial Services office, as indicated below, within thirty (30) calendar days of an accepted invoice in WAWF. WAWF is a secure web-based system for electronic invoicing, receipt and acceptance. The WAWF application enables electronic form submission of invoices, government inspection, and acceptance documents in order to support DoD’s goal of moving to a paperless acquisition process. Authorized DoD users are notified of pending actions by e-mail and are presented with a collection of documents required to process the contracting or financial action. It uses Public Key Infrastructure (“PKI”) to electronically bind the digital signature to provide non-reputable proof that the user (electronically) signed the document with the contents. Benefits include online access and full spectrum view of document status, minimized re-keying and improving data accuracy, eliminating unmatched disbursements and making all documentation required for payment easily accessible.

The Performer is required to utilize the WAWF system when processing invoices and receiving reports under this Agreement. The Performer shall (i) ensure an Electronic Business Point of Contact is designated in Central Contractor Registration at http://www.ccr.gov and (ii) register to use WAWF–RA at the https://wawf.eb.mil site, within ten (10) calendar days after award of this Agreement. Step by step procedures to register are available at the https://wawf.eb.mil site. The Performer is directed to use the “2-in-1” format when processing invoices.

a. For the Issue By DoDAAC enter HR0011

b. For the Admin DoDAAC and Ship To fields, enter S0507A.

c. For the Service Acceptor field, enter HR0011, Extension 01.

d. Leave the Inspect by DoDAAC, Ship From Code DoDAAC and LPO DoDAAC fields blank unless otherwise directed by the DARPA Agreements Officer or DARPA Administrative Agreements Officer.

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e. The following guidance is provided for invoicing processed under this Agreement through WAWF:

• The DARPA Agreements Officer’s Representative identified at Article IV "Agreement Administration" shall continue to formally inspect and accept the deliverable Payable Milestone reports. To the maximum extent practicable, the DARPA Agreements Officer’s Representative shall review the Payable Milestone report(s) and either: 1) provide a written notice of rejection to the Performer which includes feedback regarding deficiencies requiring correction or 2) written notice of acceptance to the DARPA Administrative Agreements Officer, DARPA Program Manager and DARPA Agreements Officer.

• Acceptance within the WAWF system shall be performed by the DARPA Agreements Officer upon receipt of a confirmation email, or other form of transmittal, from the DARPA Agreements Officer’s Representative.

• The Performer shall send an email notice to the DARPA Agreements Officer’s Representative and DARPA Agreements Officer upon submission of an invoice in WAWF (this can be done from within WAWF).

• Payments shall be made by DFAS-CO/WEST (HQ0339)

• The Performer agrees, when entering invoices entered in WAWF to utilize the CLINs associated with each Payable Milestone as delineated at Attachment 3. The description of the CLIN shall include reference to the associated technical milestone number and task along with other necessary descriptive information. The Performer agrees that the Government may reject invoices not submitted in accordance with this provision.

Note for DFAS: The Agreement shall be entered into the DFAS system by CLIN – Milestone association as delineated at Attachment 3. The Agreement is to be paid out by CLIN – Milestone association. Payments shall be made using the CLIN (MS)/ACRN association as delineated at Attachment 3.

5. Payee Information: As identified at Central Contractor Registration.

• Cage Code: 47QN9

• DUNS: 185930182

• TIN: 55-0856151

6. Financial Records and Reports: The Performer shall maintain adequate records to account for accomplishment of all Payable Milestones for which payment is received by the Performer under this Agreement and shall maintain adequate records to account for the Performer Contribution provided under this Agreement. Upon completion or termination of this Agreement, whichever occurs earlier, the Performer’s Administrator shall furnish to the DARPA Agreements Officer a copy of the Final Report required by Attachment 2, Part E. The Performer’s relevant financial records are subject to examination or audit on behalf of DARPA by the Government for a period not to exceed three (3) years after expiration or earlier termination of the Term. The DARPA Agreements Officer or designee shall have direct access to sufficient records and information of the Performer to ensure accomplishment of the Payable Milestones for which payment was received by the Performer under this Agreement and satisfaction of the Performer Contribution under this Agreement. Such audit, examination, or access shall be performed during business

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hours on business days upon reasonable, prior written notice and shall be subject to the security requirements of the audited party. For clarity, where the labor component of the Performer Contribution is based upon a fixed price hourly commercial rate(s) documented in a contract (e.g., GSA Schedule contract), the examination or audit of the labor component of such costs shall be limited to a review of hours worked and shall not include a review of the rates.

C. Agreement Value, Agreement Funding and Accounting and Appropriation Data

Agreement Value

Total Amount of the Agreement: $50,721,349

Total Estimated Government Funding of the Agreement: $35,160,011 ($34,167,843 firm/$992,168 option)

Agreement Funding

TIA Award	$ 6,035,686
P00002	$10,639,695
P00003	$ 6,648,707
Total Funds Obligated	$23,324,088

Accounting and Appropriation Data

TiA Award

CLIN/SLIN/ACRN: 0001/01/AA

LOA: 012199 097 0400 000 N 20152016 D 1320 BLTM66 2015.MBT-02.CORE.A DARPA 255

FUNDING AMOUNT: $6,035,686

P00002

CLIN/SLIN/ACRN: 0001/01/AB

LOA: 012199 097 0400 000 N 20162017 D 1320 BLTM66 2016.MBT-02.CORE.A DARPA 255

FUNDING AMOUNT: $10,639,695

P00003

CLIN/SLIN/ACRN: 0001/01/AB

LOA: 012199 097 0400 000 N 20162017 D 1320 BLTM66 2016.MBT-02.CORE.A DARPA 255

FUNDING AMOUNT: $6,648,707

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ARTICLE VI: DISPUTES

A. General

The Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues under this Article.

B. Dispute Resolution Procedures

1. Any dispute, disagreement, or misunderstanding between the Government and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article.

2. Whenever disputes, disagreements, or misunderstandings arise, the Party aggrieved by such dispute, disagreement, or misunderstanding shall provide written notice to the other Party involved identifying the matter in dispute and inviting the other Party involved in the dispute to attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. If the aggrieved Party does not provide the notification made under subparagraph B.3 of this Article within three (3) months of becoming aware of the dispute, disagreement, or misunderstanding, then such dispute, disagreement, or misunderstanding will not constitute the basis for relief under this Article unless the Director of DARPA in the interests of justice waives this requirement.

3. Failing resolution by mutual agreement described above, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the DARPA Agreements Officer or the Performer’s Administrator, as the case may be) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) business days after providing such notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the DARPA Senior Procurement Executive and a senior executive (no lower than Vice President, Legal) appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified in writing that a joint decision has been requested regarding the dispute, disagreement, or misunderstanding. The DARPA Senior Procurement Executive and the Performer’s senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such other Party’s written position. Any such joint decision is final and binding.

4. In the absence of a joint decision, upon written request to the Director of DARPA, made within thirty (30) calendar days of the expiration of the time for a joint decision under subparagraph B.3 above, the dispute, disagreement, or misunderstanding shall be further reviewed. The Director of DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive (no lower than Vice President, Legal) appointed by the Performer. Following the review, the Director of DARPA or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

C. Limitation of Damages

Claims for damages of any nature whatsoever pursued under this Agreement shall be limited to direct damages only up to the aggregate amount of Government funding disbursed as of the time the dispute arises. In no event shall the Government be liable for claims for consequential, punitive, special and incidental damages, claims for lost profits, or other indirect damages.

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ARTICLE VII: PATENT RIGHTS

A. Allocation of Principal Rights

1. Unless the Performer shall have notified DARPA (in accordance with subparagraph B.2 below) that the Performer does not intend to retain title, the Performer shall retain the entire right, title, and interest throughout the world to each Subject Invention consistent with the provisions of this Article and 35 U.S.C. § 202. With respect to any Subject Invention in which the Performer retains title, the Government shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced on behalf of the Government the Subject Invention throughout the world.

2. With regard to Inventions made under this Agreement that are not Subject Inventions, i.e. Inventions relating to genetically modified organisms, strains, or any compounds or products made by or from such organisms or strains that are conceived or first actually reduced to practice in the performance of the Program, the Government retains a right to request from Performer a nonexclusive, nontransferable, irrevocable license, on fair and reasonable terms, to such Inventions to have such Inventions practiced on behalf of the Government throughout the world. The Government will provide Performer with written notice identifying the specific Invention to which it is requesting such license. Prior to granting such license, the Parties agree to negotiate in good faith fair and reasonable terms under which the Performer would be the exclusive supplier/manufacturer to the Government of the desired compound or product under the Government’s license. Upon agreement of such fair and reasonable terms between the Performer and the Government, the Performer shall grant the Government the nonexclusive license described above to such identified Inventions. In the event that no agreement is reached between Performer and Government with regard to said fair and reasonable terms on Performer’s supply/manufacturing rights, Performer shall nonetheless grant the Government a nonexclusive, nontransferable, irrevocable license, on fair and reasonable terms, to such Inventions to have such Inventions practiced on behalf of the Government throughout the world. Failure to reach agreement on fair and reasonable terms will be resolved in accordance with Article VI. Disputes.

3. Notwithstanding anything to the contrary in subparagraph A.2 above, the Parties agree that any license to the Government to any Inventions made under this Agreement that are not Subject Inventions expressly excludes any and all rights to make, have made, use, sell, offer for sale, or import any compound or product as, or in, a Flavor or Fragrance, unless the Parties reasonably determine that a national security interest requires the Government to use such compound or product as, or in, a Flavor or Fragrance, in which case subparagraph A.2 will also be applicable to such use. As used in this paragraph, “Flavor” means an ingredient(s) whose intended or primary functionality (individually or as part of a blend with auxiliary materials) is to impart, modify, boost or enhance a desirable taste, flavor or sensation, or to conceal, modify or minimize an undesirable taste, flavor or sensation, in materials designed for consumption (including food, beverages, drugs, tobacco and any animal feed). As used in this paragraph, “Fragrance” means an ingredient(s) whose intended or primary functionality (individually or as part of a blend with auxiliary materials) is to impart, modify, boost or enhance a desirable scent or odor or to conceal, modify or minimize an undesirable scent or odor, in consumer and industrial grade products.

B. Invention Disclosure, Election of Title, and Filing of Patent Application

1. The Performer shall disclose each Subject Invention to DARPA within four (4) months after the inventor discloses it in writing to Performer’s personnel responsible for patent matters or, in the case of no internal writing from the inventor, within two (2) months after Performer files a provisional application for it; provided however, that in the event the Performer does not file a provisional application, Performer shall disclose the Subject Invention to the Government within two (2) months of determining that a particular set of experiments and or data qualify as a Subject Invention. The disclosure to the Government shall be in the

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form of a written report and shall identify the Agreement under which the Subject Invention was Made and the identity of the inventor(s). It shall be sufficiently complete in technical detail to convey a clear understanding to the extent known at the time of the disclosure, of the nature, purpose, operation, and the physical, chemical, biological, or electrical characteristics of the Subject Invention. The disclosure shall also identify any publication, sale, or public use of the Subject Invention and whether a manuscript describing the Subject Invention has been submitted for publication and, if so, whether it has been accepted for publication at the time of disclosure. The Performer shall also submit to the Government an annual listing of Subject Inventions.

2. If the Performer determines that it does not intend to retain title to any such Subject Invention, the Performer shall notify the Government, in writing, within eight (8) months of disclosure to DARPA. However, in any case where publication, sale, or public use has initiated the one (1)-year statutory period wherein valid patent protection can still be obtained in the United States, the period for such notice may be shortened by DARPA to a date that is no more than sixty (60) calendar days prior to the end of the statutory period.

3. The Performer shall file its initial patent application on a Subject Invention to which it elects to retain title within one (1) year after election of title or, if earlier, prior to the end of the statutory period wherein valid patent protection can be obtained in the United States after a publication, or sale, or public use. The Performer may elect to file patent applications in additional countries (including the European Patent Office and the Patent Cooperation Treaty) within either: (i) ten (10) months of the corresponding initial patent application; or (ii) six (6) months from the date permission is granted by the Commissioner of Patents and Trademarks to file foreign patent applications where such filing has been prohibited by a secrecy order.

4. Requests for extension of the time for disclosure, election, and filing under Article VII, paragraph B, may, at the discretion of DARPA, and after considering the position of the Performer, be granted.

C. Conditions When the Government May Obtain Title

Upon DARPA’s written request, the Performer shall convey title to any Subject Invention to DARPA under any of the following conditions:

1. If the Performer fails to disclose or elects not to retain title to the Subject Invention within the times specified in paragraph B of this Article; provided, that DARPA may request title only within sixty (60) calendar days after learning of: (i) the failure of the Performer to disclose; or (ii) Performer’s election not to retain title, in each case within the specified times.

2. In those countries in which the Performer fails to file patent applications within the times specified in paragraph B of this Article; provided, that if the Performer has filed a patent application in a country after the times specified in paragraph B of this Article, but prior to its receipt of the written request by DARPA, the Performer shall continue to retain title to the Subject Invention in that country; or

3. In any country in which the Performer decides not to continue the prosecution of, to pay the maintenance fees on, or defend a reexamination of or opposition proceedings on, a patent application or patent on a Subject Invention.

D. Minimum Rights to the Performer and Protection of the Performer’s Right to File

1. The Performer shall retain a nonexclusive, royalty-free, paid-up license throughout the world in each Subject Invention to which the Government obtains title under paragraph C of this Article, except if the

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Performer fails to disclose the Subject Invention within the times specified in paragraph B of this Article. The Performer’s license to such Subject Invention extends to the Performer’s Affiliates and Collaborators, if any, and includes the right to grant sublicenses of the same scope to the extent that the Performer was legally obligated to do so at the time the Agreement was awarded. The license is transferable only with the approval of DARPA, except as noted above regarding Affiliates and Collaborators of Performer or when transferred to the successor of that part of the Performer’s business to which the Subject Invention pertains. DARPA approval for a license transfer requiring DARPA approval shall not be unreasonably withheld or delayed.

2. The Performer’s license in subparagraph D.1 of this Article may be revoked or modified by DARPA to the extent necessary to achieve expeditious Practical Application of the Subject Invention pursuant to an application for an exclusive license submitted consistent with appropriate provisions at 37 CFR Part 404. This license shall not be revoked in that field of use or the geographical areas in which the Performer continues to practice the general technology developed hereunder in pursuit of commercial goals, including the goal of making the products derived from such platforms reasonably accessible to the public.

3. Before revocation or modification of the Performer’s license in subparagraph D.1 of this Article, DARPA shall furnish the Performer a written notice of its intention to revoke or modify the license, and the Performer shall be allowed thirty (30) calendar days (or such other time as may be authorized for good cause shown) after the notice to show cause why the license should not be revoked or modified.

E. Action to Protect the Government’s Interest

1. The Performer agrees to execute or to have executed and promptly deliver to DARPA all instruments necessary to: (i) establish or confirm the rights the Government has throughout the world in those Subject Inventions to which the Performer elects to retain title; and (ii) convey title to DARPA when requested under paragraph D of this Article and to enable the Government to obtain patent protection throughout the world in that Subject Invention.

2. The Performer agrees to require, by written agreement, its employees, other than clerical and non-technical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in a format suggested by the Performer each Subject Invention Made under this Agreement in order that the Performer can comply with the disclosure provisions of paragraph B of this Article. The Performer shall instruct employees, through employee agreements or other suitable educational programs, on the importance of reporting Subject Inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars.

3. The Performer shall notify DARPA of any decisions not to continue the prosecution of, pay maintenance fees for, or defend in a reexamination or opposition proceedings on a Subject Invention patent application or patent, in any country, not less than thirty (30) calendar days before the expiration of the response period required by the relevant patent office.

4. The Performer shall include, within the specification of any United States patent application and any patent issuing thereon covering a Subject Invention, the following statement: “This invention was made with Government support under Agreement HR0011-15-3-0001, awarded by DARPA. The Government has certain rights in the invention.”

F. Lower Tier Agreements

The Performer shall include this Article VII, suitably modified to identify the Parties and, as applicable, Subcontractors, in all subcontracts or lower tier agreements, regardless of tier, for experimental, developmental, or research work under the Program.

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G. Reporting on Utilization of Subject Inventions

1. Pursuant to Attachment 2, the Performer agrees to submit, during the Term, an annual report on the general subject matter research at Performer or its Collaborators, licensees or assignees in connection with utilization of a Subject Invention or on efforts at obtaining such utilization that is being made by the Performer or its Collaborators, licensees or assignees. Such reports shall include information regarding the general fields of potential products where such Subject Inventions may ultimately assist in commercial sales. The Performer also agrees to provide additional reports as may be requested by DARPA in connection with any march-in proceedings undertaken by DARPA in accordance with paragraph I of this Article. Consistent with 35 U.S.C. § 202(c) (5), DARPA agrees it shall not disclose such information to persons outside the Government without permission of the Performer.

2. All required reporting shall be accomplished, to the extent possible, using the iEdison reporting website: https://s-edison.info.nih.gov/iEdison/. To the extent any such reporting cannot be carried out by use of i-Edison, reports and communications shall be submitted to the DARPA Agreements Officer and DARPA Administrative Agreements Officer.

H. Preference for American Industry

Notwithstanding any other provision of this clause, the Performer agrees that it shall not grant to any person the exclusive right to use or sell any Subject Invention in the United States or Canada unless such person agrees that any product embodying the Subject Invention or produced through the use of the Subject Invention shall be manufactured substantially in the United States or Canada, except when such rights are in connection with a Collaborator. However, in individual cases, the requirements for such an agreement beyond what is contemplated herein may be waived by DARPA upon a showing by the Performer: (1) that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States; or (2) that, under the circumstances, domestic manufacture is not commercially feasible.

I. March-in Rights

The Performer agrees that, with respect to any Subject Invention in which it has retained title, DARPA has the right to require the Performer, an assignee, or exclusive licensee of a Subject Invention to grant a non-exclusive license to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Performer, assignee, or exclusive licensee refuses such a request, DARPA has the right to grant such a license itself if DARPA determines that:

1. Such action is necessary because the Performer, assignee, or exclusive licensee has not taken effective steps, consistent with the intent of this Agreement, to achieve Practical Application of the Subject Invention;

2. Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Performer, assignee, or exclusive licensee;

3. Such action is necessary to meet requirements for public use and such requirements are not reasonably satisfied by the Performer, assignee, or exclusive licensee; or

4. Such action is necessary because the agreement required by paragraph I of this Article has not

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been obtained or waived or because a licensee of the exclusive right to use or sell any Subject Invention in the United States is in breach of such agreement.

ARTICLE VIII: DATA RIGHTS

A. Allocation of Principal Rights

1. This Agreement shall be performed with mixed Government and Performer funding. The Parties agree that in consideration for Government funding, the Performer intends to reduce to Practical Application Subject Invention(s) developed under this Agreement.

2. The Performer agrees to retain and maintain in good condition, until two (2) years after completion or termination of this Agreement, all Data necessary to achieve Practical Application of Subject Invention(s).

3. In the event of exercise of the Government’s “March-in Rights” as set forth under Article VII or in this subparagraph, the Performer agrees that, with respect to Data necessary to achieve Practical Application of the applicable Subject Invention(s), the Government has the right to require the Performer to deliver, within sixty (60) calendar days from the date of the written request and at no additional cost to the Government, all such Data to the Government in accordance with its reasonable directions if the Government determines that:

(a) Such action is necessary because the Performer, assignee, or exclusive licensee has not taken effective steps, consistent with the intent of this Agreement, to achieve Practical Application of the Subject Invention(s) developed during the performance of this Agreement;

(b) Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Performer, assignee, or exclusive licensee; or

(c) Such action is necessary to meet requirements for public use and such requirements are not reasonably satisfied by the Performer, assignee, or exclusive licensee.

4. With respect to all Data delivered in the event of the Government’s exercise of its right under this subparagraph A.3, the Government shall receive Unlimited Rights.

5. With respect to Data developed, generated or delivered under this Agreement, the Government shall receive Government Purpose Rights.

6. Any data or intellectual property developed or generated exclusively at private expense, either prior to, or outside the scope of, this Agreement, to be utilized or delivered under this Agreement by the Performer and/or its Subcontractors shall be delivered with restrictions as delineated in the List of Intellectual Property Assertions provided in Attachment 5. The Performer reserves the right to add to or modify the data or intellectual property identified in Attachment 5, but agrees that it will not use in the performance of this Agreement any private expense data or intellectual property until Attachment 5 is modified to reflect such additional data or intellectual property, in a contractual document executed by the Contracting Officer.

B. Marking of Data

Pursuant to paragraph A above, any Data delivered under this Agreement shall be marked with the following legend:

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“Use, duplication, or disclosure is subject to the restrictions as stated in Agreement HR0011-15-3-0001 between DARPA and Amyris, Inc.”

C. Lower Tier Agreements

The Performer shall include this Article, suitably modified to identify the Parties and, as applicable, Subcontractors, in all subcontracts or lower tier agreements, regardless of tier, for experimental, developmental, or research work under the Program.

ARTICLE IX: FOREIGN ACCESS TO TECHNOLOGY

This Article shall remain in effect during the Term and for two (2) years thereafter.

A. General

The Parties agree that research findings and technology developments arising under this Agreement may constitute a significant enhancement to the national defense and to the economic vitality of the United States. Accordingly, access to important technology developments under this Agreement by Foreign Firms or Institutions must be carefully controlled. The controls contemplated in this Article are in addition to, and are not intended to change or supersede, the provisions of the International Traffic in Arms Regulation (22 CFR pt. 121 et seq.), the DoD Industrial Security Regulation (DoD 5220.22-R) and the Department of Commerce Export Regulation (15 CFR pt. 770 et seq.)

B. Restrictions on Sale or Transfer of Technology to Foreign Firms or Institutions

1. In order to promote the national security interests of the United States and to effectuate the policies that underlie the regulations cited above, the procedures stated in subparagraphs B.2 and B.3 below shall apply to any proposed Transfer of Technology. For purposes of this Article IX, a “Transfer of Technology” means a sale of the Performer or of a Subcontractors, and sales or licensing of Technology, however, the term “Transfer of Technology” does not include:

(a) sales of products or components incorporating or produced via a Subject Invention(s), or licenses or sales of any genetically modified organism, strain, or compound made by or from such an organism, strain, excluding genetically modified organism, strain or compound made by or from an organism or strain developed under this Program.

(b) licenses of software or documentation related to sales of products or components described in clause (a), or

(c) a transfer of Technology to foreign subsidiaries of the Performer for purposes related to this Agreement or to Collaborators, or

(d) a transfer of Technology to a Foreign Firm or Institution, which is a Subcontractor or an approved source of supply or source for the conduct of research under this Agreement; provided that such transfer shall be limited to that necessary to allow the Foreign Firm or Institution to perform its approved role under this Agreement.

(e) a license and transfer of Technology solely to make, have made, use, offer for sale, sell, or import a compound or product as, or in, a Flavor (as defined in Article VII.A.3) or Fragrance (as defined in

Article VII.A.3).

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2. The Performer shall provide written notice to the DARPA Agreements Officer’s Representative and DARPA Agreements Officer of any proposed Transfer of Technology to a Foreign Firm or Institution by Performer or a Subcontractor at least sixty (60) calendar days prior to the proposed date of transfer. Such notice shall cite this Article and shall state specifically what Technology is to be transferred and the general terms of the transfer. Within thirty (30) calendar days of receipt of the Performer’s written notification, the DARPA Agreements Officer shall advise the Performer whether it consents to the proposed Transfer. If DARPA determines that the proposed Transfer of Technology may have adverse consequences to the national security interests of the United States, the Performer (or, if applicable, a Subcontractor) and DARPA shall jointly endeavor to find alternatives to the proposed Transfer of Technology which obviate or mitigate potential adverse consequences of the Transfer of Technology but which provide substantially equivalent benefits to the Performer (or, if applicable, a Subcontractor). In cases where DARPA does not concur or sixty (60) calendar days after receipt and DARPA provides no decision, the Performer (or, if applicable, Performer on behalf of a Subcontractor) may utilize the procedures under Article VI, Disputes. No such Transfer shall take place until a decision is rendered.

3. In the event a Transfer of Technology to a Foreign Firm or Institution which is NOT approved by DARPA takes place, the Performer shall: (a) refund to DARPA funds paid by DARPA for the development of such unapproved transferred Technology; and (b) the Government shall have a non-exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced on behalf of the Government such Technology throughout the world for the Government and any and all other purposes, particularly to effectuate the intent of this Agreement. Upon request of the Government, the Performer shall provide written confirmation of such licenses.

C. Lower Tier Agreements

ARTICLE X: TITLE TO AND DISPOSITION OF PROPERTY

A. Title to Property

Title to any items of Property acquired under this Agreement with an acquisition value of $5,000 or less shall vest in the Performer (and/or its Subcontractors) upon acquisition with no further obligation of the Parties unless otherwise determined in advance by the DARPA Agreements Officer. The Performer (and/or its Subcontractors) will acquire Property with an acquisition value greater than $5,000 under this Agreement as set forth in Attachment 6 to this Agreement, which Property is necessary to further the research and development goals of this Program and is not for the direct benefit of the Government. Title to this Property shall vest in the Performer (and/or its Subcontractors) upon acquisition. Should any other item of Property with an acquisition value greater than $5,000 be required during the Program, the Performer shall obtain prior written approval of the DARPA Agreements Officer, which approval shall not to be unreasonably withheld or delayed. Title to this later acquired Property shall also vest in the Performer (and/or its Subcontractors) upon acquisition. The Performer (and/or its Subcontractors) shall be responsible for the maintenance, repair, protection, and preservation of all such Property at its own expense.

B. Disposition of Property with Value >$5,000

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At the completion or termination of the Term, title to (i) items of Property set forth in Attachment 6 and (ii) any other items of Property acquired under the Program with an acquisition value greater than $5,000 shall remain vested with the Performer and, if applicable, its Subcontractors without further obligation to the Government.

ARTICLE XI: CIVIL RIGHTS ACT

This Agreement is subject to the compliance requirements of Title VI of the Civil Rights Act of 1964 as amended (42 U.S.C. 2000-d) relating to nondiscrimination in Federally assisted programs. The Performer has signed a Certifications for Agreement No. HR0011-15-3-0001, a copy of which is attached hereto as Attachment 7, which certifies, among other matters, the Performer’s compliance with the nondiscriminatory provisions of the Act.

ARTICLE XII: SECURITY

The Government does not anticipate the need for the Performer (or its Subcontractors) to develop and/or handle classified information in the performance of this Agreement. No DD254 is currently required for this Agreement.

ARTICLE XIII: SUBCONTRACTORS

The Performer shall make every effort to satisfy the intent of competitive bidding of sub-agreements to the maximum extent practical. The Performer may use foreign entities or nationals as Subcontractors, subject to compliance with the requirements of this Agreement and to the extent otherwise permitted by law.

ARTICLE XIV: KEY PERSONNEL

A. The Performer shall notify the DARPA Agreements Officer in writing prior to making any change in Key Personnel for the Program. The following individuals are designated as ”Key Personnel” for the purposes of this Agreement:

Name	Role/Title	% Time
	Principal Investigator (PI)	100%
	Co-PI	100%

B. When replacing any of the Key Personnel identified above, the Performer must demonstrate that the qualifications of the prospective Key Personnel are acceptable to the Government as reasonably determined by the Program Manager. Substitution of Key Personnel shall be documented by modification to the Agreement made in accordance with the procedures outlined in Article III, paragraph C.

ARTICLE XV: ORDER OF PRECEDENCE

In the event of any inconsistency between the terms of this Agreement and language set forth in the Attachments, the inconsistency shall be resolved by giving precedence in the following order: (1) the Agreement; and (2) all Attachments to the Agreement.

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ARTICLE XVI: EXECUTION

This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the Parties, whether oral or written, with respect to the subject matter hereof. This Agreement may be revised only by written consent of the Performer and the DARPA Agreements Officer. This Agreement, or modifications thereto, may be executed in counterparts each of which shall be deemed as original, but all of which taken together shall constitute one and the same instrument.

ARTICLE XVII: APPLICABLE LAW

United States federal law will apply to the construction, interpretation, and resolution of any disputes arising out of or in connection with this Agreement.

ARTICLE XIII: SEVERABILITY

In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.

ARTICLE XIX: DATA SHARING PLAN AND STATUS REPORTING

It is the goal of the Government that its investment in the tools and capabilities developed under the Program to be multiplied many-fold by adoption and improvement by researchers across the United States. In order to achieve this vision, the Living Foundries program aims to facilitate interoperability and open the field to new entrants.

The Performer shall make available the Tools developed under the Program to the broader synthetic biology community by presenting its Program research Data at public meetings, conferences, and workshops and publishing results in peer-reviewed journal articles. At a minimum, the types of information that will be made available to the broader synthetic biology community are as discussed below:

(i) Data and analysis necessary to evaluate the utility of the Tools developed under the Program, including standard operating procedures and design specifications enabling others to reconstitute the equipment, set up, and approaches developed.

(ii) Details required for technical evaluation of the Tools developed under the Program: full protocols, technical drawings of equipment built and specifications met, Data on accuracy and precision of these systems, and results of procedures performed against large number of samples to investigate the robustness and readiness of the approaches for broader distribution – providing a trained reader with the information needed to recapitulate the methods and results described.

(iii) The Key Personnel shall be reasonably available to consult with third parties seeking to replicate the results.

The Performer shall include as part of required monthly Technical Status Reports in Attachment 2 an

25 of 26

on-going status of efforts to develop and/or carry out this Intellectual Property and Data Sharing plan. Reporting shall include a summary of Data sharing activities that have taken place during the reporting period, and any Data sharing activities planned to take place within three months of the reporting period.

The Performer shall also include as part of required monthly Technical Status Reports in Attachment 2 a listing of the Performer’s Subject Invention disclosures, Subject Invention patent applications and a brief discussion summarizing plans, if any, to license the resulting Subject Inventions (e.g., intent and rationale regarding whether the Performer intends to seek non-exclusive licensing, exclusive licensing for a particular field of use, or exclusive licensing across the board, etc.).

26 of 26

Attachment 3 – Revision 4

Total Agreement Funding Plan and Payable Milestones and Corresponding Payment Schedule

Total Agreement Funding Plan

(for informational purposes only)

	DARPA Payment Total	Performer Contribution $	Agreement Funding Grand Total	DARPA Share %	Performer Contribution %
Module A Total	$11,267,168	$1,238,563	$12,505,727	90.10%	9.90%
Module B Total	$4,517,217	$767,829	$5,285,046	85.47%	14.53%
Module C Total	$1,065,228	$565,813	$1,631,041	65.31%	34.69%
Module D Total	$2,532,939	$1,003,490	$3,536,429	71.62%	28.38%
Module E Total	$1,183,490	$1,939,053	$3,122,543	37.90%	62.10%
Module F Total	$1,054,407	$767,829	$1,822,236	57.86%	42.14%
Module G Total	DELETED
Module H Total	$5,895,752	$3,831,230	$9,726,982	60.61%	39.39%
Module I Total	$1,462,441	$1,775,450	$3,237,891	45.17%	54.83%
Module J Total	$3,000,887	$2,517,831	$5,518,718	54.38%	45.62%
Module K Total	$3,180,481	$1,154,251	$4,334,731	73.37%	26.63%
	$35,160,011	$15,561,338	$50,721,349	69.32%	30.68%

DARPA Payment Totals by Month
Month 3	Jan 31 2016	$1,194,797
Month 6	Apr 30 2016	$2,763,283
Month 9	Jul 31 2016	$852,072
Month 12	Oct 31 2016	$6,385,002
Month 15	Jan 31 2017	$100,567
Month 18	Apr 30 2017	$5,379,661
Month 21	Jul 31 2017	$350,130
Month 24	Oct 31 2017	$5,934,327
Month 30	Apr 30 2018	$5,262,210
Month 33	Jul 31 2018	$119,404
Month 36	Oct 31 2018	$3,429,005
Month 42	Apr 30 2019	$1,974,919
Month 42 Option	Apr 30 2019	$85,125
Month 45	Jul 31 2019	$391,210
Month 48	Oct 31 2019	$31,256
Month 48 Option	Oct 31 2019	$907,043
Baseline		$34,167,843
*Option*		*$992,168*
Grand Total		$35,160,011

Payable Milestones and Corresponding Payment Schedule

Revision 2

MS Month	Task	Metric	CLIN Technical MS	Payable MS Value	Technical MS Payment	CLIN/SLIN/ACRN
[*]	[*]	[*]	[*]	[*]	[*]	0001/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0002/01/AA
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	0003/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0004/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0005/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0006/01/AA
[*]	[*]	[*]	[*]	[*]		0006/01/AA
[*]	[*]	[*]	[*]	[*]

[*]	[*]	[*]	[*]	[*]	[*]	0007/01/AA
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	0008/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0009/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0010/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0010/01/AA

[*]	[*]	[*]	[*]	[*]	[*]	0011/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0013/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0016/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0014/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0014/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0015/01/AA
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	0017/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0017/01/AA

[*]	[*]	[*]	[*]	[*]	[*]	0012/01/AA
[*]	[*]	[*]	[*]	[*]	[*]	0019/01/AA 0019/02/AB
[*]	[*]	[*]	[*]	[*]	[*]	0020/01/AB
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	0021/02/AB
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	0022/01/AB

[*]	[*]	[*]	[*]	[*]	[*]	0023/01/AA 0023/02/AB
[*]	[*]	[*]	[*]	[*]	[*]	0024/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0024/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0025/01/AB
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	0026/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0027/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0027/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0028/01/AB

		[*]
[*]	[*]	[*]	[*]	[*]	[*]	0020/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0029/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0018/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0030/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0031/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0031/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0033/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0033/01/AB

[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	0034/01/AB
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	0035/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0036/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0037/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0038/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0038/01/AB

[*]	[*]	[*]	[*]	[*]	[*]	0039/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0032/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0040/01/AB
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	0041/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0042/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0043/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0044/01/AB
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]

[*]	[*]	[*]	[*]	[*]	[*]	0045/01/AB
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	0046/01/AB
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]	0047/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0047/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0048/01/AB
[*]	[*]	[*]	[*]	[*]	[*]	0049/01/AB

		[*]
[*]	[*]	[*]	[*]	[*]	[*]	0050/01/AB (partialy funded $431,041)
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]

[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]
[*]	[*]	[*]	[*]	[*]	[*]

[*]	[*]	[*]	[*]	[*]	[*]
		Baseline Costs			$34,167,843
		*Option Costs*			*$992,168*
		TOTAL			$35,160,011

EX-10.04 14 exh_1004.htm EXHIBIT 10.04

Exhibit 10.04

April 23, 2017

STRICTLY PRIVATE AND CONFIDENTIAL

Delivered by Hand

Mr. Lie Quan Chen

Chairman of the Board

Nenter & Co., Inc.

197 Oriental Road, High Tech Development Zone

Jingzhou City, Hubei Province

People’s Republic of China

Re: Termination of Cooperation Agreement

Dear Mr. Chen:

Reference is made to the Cooperation Agreement, dated as of October 26, 2016 (the “Cooperation Agreement”), by and between Amyris, Inc. and Nenter & Co., Inc. (“Nenter”) concerning Vitamin A Products. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Cooperation Agreement.

The Parties agree to terminate the Cooperation Agreement, effective immediately. Nenter hereby releases and disclaims any and all (i) license, right, claim and interest in or to Amyris Intellectual Property useful to the production of [*] Products, and (ii) right to purchase [*] Products. In consideration thereof, Amyris shall pay a cash payment to Nenter by wire transfer of immediately available funds in an amount equal to two million five hundred thousand dollars ($2,500,000), such payment to be made within sixty days hereof.

Nothing in this letter shall be deemed to modify other agreements between the Parties, or any right or remedy thereunder, all of which are hereby expressly reserved.

Sincerely,		Accepted and agreed to:

Amyris, Inc.		Nenter & Co., Inc.

By:	/s/ John Melo	By:	/s/ Lie Quan Chen
Name:	John Melo	Name:
Title:	President and Chief Executive Officer	Title:

EX-10.08 15 exh_1008.htm EXHIBIT 10.08

Exhibit 10.08

May 9, 2017

STRICTLY CONFIDENTIAL

Ms. Kathleen Valiasek

Chief Financial Officer

Amyris, Inc.

5885 Hollis Street, Suite 100

Emeryville, California 94608

Dear Ms. Valiasek:

This amendment (“Amendment”) to that certain letter agreement between us dated April 18, 2017 (the “Letter Agreement”) constitutes the further agreement between Amyris, Inc. (the “Company”) and Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (“Rodman”), as set forth herein. All terms of the Letter Agreement not expressly modified herein shall continue in full force and effect. In consideration of Rodman waiving certain fees to which it is entitled under the Letter Agreement in connection with the exchange of existing indebtedness by certain affiliates of the Company, the Company and Rodman agree as follows:

A. Compensation. At the closing of the Offering executed among the Company and the respective Purchasers pursuant to a Securities Purchase Agreement dated May 8, 2017 the Company shall compensate Rodman as follows:

Cash Fee. The Company shall pay to Rodman a cash fee, or as to an underwritten Offering an underwriter discount, equal to:

(i) 7.0% of the aggregate gross proceeds raised in each Offering from investors in the Series A Preferred Stock Offering, which is agreed to be $1,549,800 based upon $22,140,000 of gross offering proceeds;

(ii) 3.5% of the face amount of existing debt (plus any accrued interest) exchanged by the holders thereof, other than the Company’s executive officers and directors, for Securities in each Offering, which is agreed to be $249,958.47 based upon $7,141,670.64 of exchanged debt; and

(iii) 1.0% of the aggregate gross proceeds raised from Koninklijke DSM N.V. in the first Offering completed under this Agreement, which is agreed to be $250,000 based upon $25,000,000 of gross offering proceeds.

Expense Allowance [no change]

All of such fees and expenses shall be paid out of the closing escrow account, without deduction.

Tail Fee. Rodman shall be entitled to compensation under clause (1) hereunder, calculated in the manner set forth therein, with respect to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors whom Rodman had contacted during the Term, or introduced, directly or indirectly, to the Company during Term , if such Tail Financing is consummated at any time within the 12-month period following the expiration or termination of this Agreement. Rodman shall not be entitled to a tail fee pursuant to this Paragraph A.3. for any funds raised in a Tail Financing directly from DSM, Casdin and the Company’s executive officers and directors.

430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

Warrant Exercise. Additionally, Rodman shall receive a cash fee payable within 48 hours of the receipt by the Company of any proceeds from the exercise of the warrants sold in the Offering by (i) the investors who purchased Series A Preferred Stock in the Offering (or any of their transferees), at a rate of 7.0% of the gross proceeds received by the Company for such exercise, and (ii) the investors who participated in the debt exchange (or any of their transferees), excluding the Company’s executive officers and directors, at a rate of 3.5% of the gross proceeds received by the Company for such exercise. The Company shall notify Rodman via e-mail notices@hcwco.com within 24 hours of receiving notice of exercise from any of the warrant holders and include the details of such notice of exercise.

Right of First Refusal. If within the 12-month period following consummation of the Offering, the Company or any of its subsidiaries (a) decides to finance or refinance any indebtedness using a manager or agent, Rodman (or any affiliate designated by Rodman) shall have the right to act as sole book runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or (b) decides to raise funds by means of a public offering or a private placement of equity or debt securities (or convertible securities) using an underwriter or placement agent, Rodman (or any affiliate designated by Rodman) shall have the right to act as sole book runner, sole underwriter or sole placement agent for such financing. If Rodman or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for the same fees as the Offering and the other provisions of the Letter Agreement, including indemnification, which are appropriate to such a transaction.

B. Miscellaneous. The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions of this Amendment and the execution, delivery and performance of this Amendment does not breach or conflict with any agreement, document or instrument to which it is a party or bound. This Amendment shall not be modified or amended except in writing signed by Rodman and the Company. This Amendment shall be binding upon and inure to the benefit of both Rodman and the Company and their respective assigns, successors, and legal representatives. This Amendment may be executed in counterparts (including facsimile counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

In acknowledgment that the foregoing correctly sets forth the understanding reached by Rodman and the Company, please sign in the space provided below, whereupon this Amendment shall constitute a binding agreement as of the date indicated above.

Very truly yours,

RODMAN & RENSHAW, A UNIT OF H.C. WAINWRIGHT & CO., LLC

By	/s/ Edward D. Silvera
	Name:	Edward D. Silvera
	Title:	COO

Accepted and Agreed:

Amyris, Inc.

By	/s/ Kathleen Valiasek
	Name: Kathleen Valiasek
	Title: Chief Financial Officer

EX-10.09 16 exh_1009.htm EXHIBIT 10.09

Exhibit 10.09

AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”) is made as of May 30, 2017 by and among Amyris, Inc., a Delaware corporation (the “Company”), and the “Purchasers” set forth on the signature pages hereto (the “Amending Purchasers”) that are parties to that certain Securities Purchase Agreement, dated as of May 8, 2017 (the “Purchase Agreement”), by and among the Company and the purchasers party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.

WHEREAS, the Company intends to offer, sell and issue up to 5,700 shares of Series B Convertible Preferred Stock, warrants in the same form as the Cash Warrants to purchase up to 13,570,960 shares of the Company’s common stock, par value $0.0001 per share, and an additional warrant in the same form as the Anti-Dilution Warrants, in each case, on the same economic and other terms (including, without limitation, the same purchase price per share of Series B Convertible Preferred Stock and exercise price of the Cash Warrants) as the Securities sold pursuant to the Purchase Agreement, to an investor in a private placement to occur on or before June 30, 2017 (the “Offering”).

WHEREAS, pursuant to Section 4.12 of the Purchase Agreement (Subsequent Equity Sales), the Company is prohibited from effecting the Offering.

WHEREAS, the Company and the Amending Purchasers desire to amend the Purchase Agreement to permit the Offering.

WHEREAS, pursuant to Section 5.5 of the Purchase Agreement, the Purchase Agreement may be amended in a written instrument signed by the Company, the Designated Holder and Purchasers which purchased at least 67% in interest of the Preferred Stock based on the initial Subscription Amounts under the Purchase Agreement.

WHEREAS, the undersigned Amending Purchasers, including the Designated Holder, purchased at least 67% in interest of the Preferred Stock based on the initial Subscription Amounts under the Purchase Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Amending Purchasers hereby agree as follows:

Amendment of Section 1.1 of the Purchase Agreement. The definition of “Exempt Issuance” in Section 1.1 of the Purchase Agreement (Definitions) is hereby deleted in its entirety and replaced with the following:

““Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan or employee stock purchase plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or

conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding, or committed for issuance, or as to which a dilution adjustment may be triggered, or the payment of interest or principal in shares of Common Stock on securities which so provide, outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations or adjustments pursuant to anti-dilution provisions existing on the date hereof) or to extend the term of such securities (other than amendments to or extensions of the 1.5% Senior Convertible Note (RS-10) issued by the Company to Total Energies Nouvelles Activités USA (f.k.a. Total Gas & Power USA, SAS) on March 21, 2016 in the principal amount of $3,700,000 with a current maturity date of May 15, 2017), (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company as determined in good faith by the Board and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (d) any securities issued to the Designated Holder in accordance with its rights under the Stockholder Agreement and (e) up to 5,700 shares of Series B Convertible Preferred Stock, warrants in the same form as the Cash Warrants to acquire up to 13,570,960 shares of Common Stock and additional warrants in the same form as the Anti-Dilution Warrants issuable to the purchaser of such shares of Series B Convertible Preferred Stock and warrants, all of which securities shall be issued other than pursuant to this Agreement; provided that such securities are issued and sold on economic and other terms (including, without limitation, the same purchase price per share of Series B Convertible Preferred Stock and exercise price of the Cash Warrants) no more favorable to the purchaser thereof than the Securities issued hereunder to Purchasers other than the Designated Holder (the “Subsequent Sale”).”

Amendment of Section 4.3 of the Purchase Agreement. Section 4.3 of the Purchase Agreement (Integration) is hereby deleted in its entirety and replaced with the following:

“The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Unregistered Securities in a manner that would require the registration under the Securities Act of the sale of the Unregistered Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction; provided, however, that the foregoing shall not prohibit the

Subsequent Sale or the issuance of any securities to the Designated Holder in accordance with its rights under the Stockholder Agreement.”

Amendment of Section 4.12(d) of the Purchase Agreement. Section 4.12(d) of the Purchase Agreement (Subsequent Equity Sales) is hereby deleted in its entirety and replaced with the following:

“(d) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction (other than any Variable Rate Transaction existing on the date of this Agreement that would otherwise qualify as an Exempt Issuance) shall be an Exempt Issuance. For the avoidance of doubt, neither the issuance of securities to the Designated Holder in accordance with its rights under the Stockholder Agreement nor the Subsequent Sale shall be considered a Variable Rate Transaction for purposes of this Agreement.”

Full Force and Effect. Except as expressly modified by this Amendment, the terms of the Purchase Agreement shall remain in full force and effect.

Integration. This Amendment and the Purchase Agreement constitute the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof; it being understood and agreed that the terms of the Stockholder Agreement and IP License shall remain in full force and effect in accordance with their respective terms.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the date first above written.

COMPANY:

AMYRIS, INC.

By:	/s/ John G. Melo

Name:	John G. Melo

Title:	President and Chief Executive Officer

[Signature Page to Amendment No. 1 to Securities Purchase Agreement]

IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the date first above written.

PURCHASER:

DSM International B.V.

By:	/s/ Hugh Welsh

Name:	Hugh Welsh

Title:	President DSM NA

[Signature Page to Amendment No. 1 to Securities Purchase Agreement]

IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the date first above written.

PURCHASER:

FORIS VENTURES, LLC

By:	/s/ Barbara Hager

Name:	Barbara Hager

Title:

[Signature Page to Amendment No. 1 to Securities Purchase Agreement]

IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the date first above written.

PURCHASER:

NAXYRIS S.A.

By:			/s/ Christoph PIEL
			Christoph PIEL
			Director

Name:			/s/ Jacques RECKINGER
Title:			Jacques RECKINGER
			Director

[Signature Page to Amendment No. 1 to Securities Purchase Agreement]

IN WITNESS WHEREOF, the undersigned has duly executed this Amendment as of the date first above written.

PURCHASER:

Blackwell Partners, LLC

By:	/s/ Elliot Bossen

Name:	Elliot Bossen

Title:	CHIEF EXECUTIVE OFFICER
	SILVERBACK ASSET MANAGEMENT

[Signature Page to Amendment No. 1 to Securities Purchase Agreement]

EX-31.01 17 exh_3101.htm EXHIBIT 31.01

Exhibit 31.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(c) and 15d-(14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

I, John G. Melo, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Amyris, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2017	/s/ JOHN G. MELO
	John G. Melo
	President and Chief Executive Officer

EX-31.02 18 exh_3102.htm EXHIBIT 31.02

Exhibit 31.02

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(c) and 15d-(14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

I, Kathleen Valiasek, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Amyris, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2017	/s/ KATHLEEN VALIASEK
	Kathleen Valiasek
	Chief Financial Officer

EX-32.01 19 exh_3201.htm EXHIBIT 32.01

Exhibit 32.01

Certification of CEO Furnished Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Amyris, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2017, as filed with the Securities and Exchange Commission on the date hereof, I, John G. Melo, Chief Executive Officer of the Company, certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,

(i) the Quarterly Report of the Company on Form 10-Q for the quarterly period ended June 30, 2017 (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2017	/s/ JOHN G. MELO
	John G. Melo
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-32.02 20 exh_3202.htm EXHIBIT 32.02

Exhibit 32.02

Certification of CFO Furnished Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Amyris, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2017, as filed with the Securities and Exchange Commission on the date hereof, I, Kathleen Valiasek, Chief Financial Officer of the Company, certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2017	/s/ KATHLEEN VALIASEK
	Kathleen Valiasek
	Chief Financial Officer
	(Principal Financial Officer)

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font-style: italic; font-weight: inherit; font-style: normal;">937</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 2%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1.1pt; padding-left: 3pt">Acquisition of noncontrolling interest</td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">114</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 2.5pt; padding-left: 3pt">Balance at June 30</td> <td style="font-size: 10pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">937</div></td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">114</div></td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left"> </td> </tr> </table></div> P10D 0.045 0.045 0.1 264000 400000 0.05 1738 17.25 4.26 6.30 6.30 4.26 40204 22140 30700 11530000 1000 1000 1000 P2Y 5000000 2660000 15443000 13723000 P5Y 25000000 30000000 25000000 15000000 <div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style=" font-size: 10pt; text-align: justify; text-indent: 13.5pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Reverse Stock Split</div></div></div> <div style=" font-size: 10pt; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0; text-indent: 0.5in">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 5, 2017, </div>the Company effected a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1</div> for <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">15</div> reverse stock split of the Company’s common stock, par value <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.0001</div> per share, as well as a reduction in the total number of authorized shares of common stock from <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">500,000,000</div> to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">250,000,000.</div> The par value of the common stock was <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> adjusted as a result of the stock split. Unless otherwise noted, all common stock share quantities and per-share amounts for all periods presented in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split had occurred on the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> day of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> period presented. Certain amounts in the notes to the financial statements <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>be slightly different from previously reported due to rounding of fractional shares as a result of the reverse stock split.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The par value, number of shares outstanding and number of authorized shares of preferred stock were <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> adjusted as a result of the reverse stock split.</div></div></div></div></div></div></div></div> 0.1 0.1 0.7 0.3 0.5 12729000 4922000 21021000 8062000 <div style="display: inline; font-family: times new roman; font-size: 10pt"><table cellpadding="0" cellspacing="0" style="border-collapse: collapse;"> <tr style="vertical-align: bottom"> <td nowrap="nowrap" style="font-size: 10pt"> </td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt"> </td> <td nowrap="nowrap" colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid">June 30, <br /> 2017</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt"> </td> <td nowrap="nowrap" colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid">December 31, <br /> 2016</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 68%; font-size: 10pt; text-align: left">Withholding tax related to conversion of related party notes</td> <td style="width: 2%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,370</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 2%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,370</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Professional services</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,943</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6,876</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">SMA relocation accrual</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,587</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,641</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Accrued interest</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,133</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,847</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Tax-related liabilities</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,741</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,610</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Accrued vacation</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,274</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,034</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Payroll and related expenses</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,512</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,310</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Deferred rent, current portion</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,122</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,111</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Contractual obligations to contract manufacturers</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,698</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1.1pt">Other</td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,895</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,389</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.5pt; padding-left: 10pt">Total accrued and other current liabilities</td> <td style="font-size: 10pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">29,275</div></td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">29,188</div></td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left"> </td> </tr> </table></div> <div style="display: inline; font-family: times new roman; font-size: 10pt"><table cellpadding="0" cellspacing="0" style="border-collapse: collapse;"> <tr style="vertical-align: bottom"> <td nowrap="nowrap" style="font-size: 10pt; font-weight: bold; text-align: left; padding-left: 20pt">Years ending December 31:</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt"> </td> <td nowrap="nowrap" colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid">Capital <br /> Leases</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt; border-bottom: Black 1.1pt solid"> </td> <td nowrap="nowrap" colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid">Operating <br /> Leases</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt; border-bottom: Black 1.1pt solid"> </td> <td nowrap="nowrap" colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid">Total Lease <br /> Obligations</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">2017 (remaining six months)</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 10%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">530</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 10%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,406</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 10%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,936</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">2018</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">106</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6,889</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6,995</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">2019</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">22</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6,776</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6,798</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">2020</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7,006</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7,006</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">2021</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7,242</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7,242</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1.1pt">Thereafter</td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1.1pt; border-bottom: Black 1.1pt solid"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10,958</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1.1pt; border-bottom: Black 1.1pt solid"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10,958</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.5pt">Total future minimum payments</td> <td style="font-size: 10pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">658</div></td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.5pt; border-bottom: Black 2.5pt double"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">42,277</div></td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.5pt; border-bottom: Black 2.5pt double"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">42,935</div></td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1.1pt">Less: amount representing interest</td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(27</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Present value of minimum lease payments</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">631</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1.1pt">Less: current portion</td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(598</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.5pt">Long-term portion</td> <td style="font-size: 10pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">33</div></td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.5pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.5pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> </table></div> 5000000 3000000 501550 11.56 P1Y164D 850115 800 292398 5000000 3233000 3289000 28702000 8638000 2500000 P5Y <div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style=" font-size: 10pt; text-align: justify; text-indent: 13.5pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Unaudited Interim Financial Information</div></div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0; text-indent: 0.5in"></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (or U.S. GAAP) for interim financial information and Article <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10</div> of Regulation S-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">X</div> issued by the U.S. Securities and Exchange Commission (or the SEC). Accordingly, they do <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim financial information reflects all adjustments consisting only of items of a normal recurring nature, necessary for a fair presentation of the Company’s financial position at <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017, </div>the results of operations and comprehensive loss for the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">six</div> months ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016,</div> the cash flows and changes in stockholders’ deficit for the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">six</div> months ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016.</div> The consolidated balance sheet at <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">31,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016</div> has been derived from the audited financial statements at that date, but does <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> include all of the information and footnotes required by U.S. GAAP for complete financial statements. This Form <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10</div>-Q should be read in conjunction with the consolidated financial statements and accompanying notes contained in the Company’s Annual Report on Form <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10</div>-K for the year ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">31,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016.</div></div></div></div></div></div></div></div></div> 2400000 -21800000 false --12-31 Q2 2017 2017-06-30 10-Q 0001365916 37606558 Yes Smaller Reporting Company AMYRIS, INC. No No amrs 22000000 6700000

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<div style="display: inline; font-family: times new roman; font-size: 10pt"><div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6.</div> Commitments and Contingencies</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 24pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;"> </div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 24pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Lease Obligations</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.25in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Company leases certain facilities and finances certain equipment under operating and capital leases, respectively. Operating leases include leased facilities and capital leases include leased equipment (see Note <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,</div> "Balance Sheet Components"). The Company recognizes rent expense on a straight-line basis over the noncancelable lease term and records the difference between rent payments and the recognition of rent expense as a deferred rent liability. Where leases contain escalation clauses, rent abatements, and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applies them as a straight-line rent expense over the lease term. The Company has noncancelable operating lease agreements for office, research and development, and manufacturing space, and equipment, that expire at various dates, with the latest expiration in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2031. </div>Rent expense under operating leases was <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1.4</div> million and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1.4</div> million for the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> months ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016,</div> respectively, and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$2.8</div> million and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$2.7</div> million for the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">six</div> months ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016,</div> respectively.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 24pt; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Future minimum payments under the Company's lease obligations as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div> are as follows (in thousands):</div> <div style=" font-size: 10pt; margin: 0pt 0"> </div> <div style=" font-size: 10pt; margin: 0pt 0"></div> <div> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse;"> <tr style="vertical-align: bottom"> <td nowrap="nowrap" style="font-size: 10pt; font-weight: bold; text-align: left; padding-left: 20pt">Years ending December 31:</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt"> </td> <td nowrap="nowrap" colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid">Capital <br /> Leases</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt; border-bottom: Black 1.1pt solid"> </td> <td nowrap="nowrap" colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid">Operating <br /> Leases</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1.1pt; border-bottom: Black 1.1pt solid"> </td> <td nowrap="nowrap" colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1.1pt solid">Total Lease <br /> Obligations</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 61%; font-size: 10pt; text-align: left">2017 (remaining six months)</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 10%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">530</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 10%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,406</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 10%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,936</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">2018</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">106</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6,889</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6,995</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">2019</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">22</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6,776</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6,798</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">2020</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7,006</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7,006</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">2021</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7,242</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7,242</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1.1pt">Thereafter</td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1.1pt; border-bottom: Black 1.1pt solid"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10,958</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1.1pt; border-bottom: Black 1.1pt solid"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10,958</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.5pt">Total future minimum payments</td> <td style="font-size: 10pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">658</div></td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.5pt; border-bottom: Black 2.5pt double"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">42,277</div></td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.5pt; border-bottom: Black 2.5pt double"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">42,935</div></td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1.1pt">Less: amount representing interest</td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(27</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Present value of minimum lease payments</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">631</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1.1pt">Less: current portion</td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(598</div></td> <td style="border-bottom: Black 1.1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1.1pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.5pt">Long-term portion</td> <td style="font-size: 10pt; padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">33</div></td> <td style="border-bottom: Black 2.5pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.5pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.5pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> </table> </div> <div style=" font-size: 10pt; margin: 0pt 0"></div> <div style=" font-size: 10pt; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 24pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Guarantor Arrangements</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 24pt; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officers or directors are serving in their official capacities. The indemnification period remains enforceable for the officer's or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any future payments. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Company had <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div></div> liabilities recorded for these agreements as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">31,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016.</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> </div>  <div><div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 24pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Purchase Obligations</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 12pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;"> </div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 31, 2016, </div>the Company had <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.9</div> million and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.8</div> million, respectively, in purchase obligations which included <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.6</div> million and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.6</div> million, respectively, of noncancelable contractual obligations and construction commitments.</div> <div style=" font-size: 10pt; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-indent: 27pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Production Cost Commitment</div></div></div> <div style=" font-size: 10pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;"> </div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017,</div> the Company was committed to manufacture and supply squalane and hemisqualane to the Aprinnova JV at specified cost targets. The Company is obligated to pay all manufacturing costs above the production cost target but is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> obligated to produce squalane and hemisqualane at a loss. The Company’s obligations under this arrangement for the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">six</div> months ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div> were offset by its entitlement to all of the profits of the Aprinnova JV for the periods, which entitlement continues for the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> year period following the date of the Joint Venture Agreement relating to the Aprinnova JV, up to a maximum of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$10</div> million.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 24pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;"> </div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 24pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Other Matters</div></div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Certain conditions <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>exist as of the date the financial statements are issued, which <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>result in a loss to the Company but will only be recorded when <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">one</div> or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against and by the Company or unasserted claims that <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>result in such proceedings, the Company's management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> disclosed unless they involve guarantees, in which case the guarantee would be disclosed.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Company has levied indirect taxes on sugarcane-based biodiesel sales by Amyris Brasil to customers in Brazil based on advice from external legal counsel. In the absence of definitive rulings from the Brazilian tax authorities on the appropriate indirect tax rate to be applied to such product sales, the actual indirect rate to be applied to such sales could differ from the rate we levied.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0; text-indent: 0.5in">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017, </div>a securities class action complaint was filed against Amyris and our CEO, John G. Melo, and CFO, Kathleen Valiasek, in the U.S. District Court for the Northern District of California. The complaint seeks unspecified damages on behalf of a purported class that would comprise all individuals who acquired our common stock between <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 2, 2017 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 17, 2017. </div>The complaint alleges securities law violations based on statements made by the Company in its earnings press release issued on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 2, 2017 </div>and Form <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">12b</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">25</div> filed with the SEC on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 3, 2017. </div>We believe the complaint lacks merit, and intend to defend ourselves vigorously.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"></div> </div>   <div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0; text-indent: 0.5in">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 2017, </div>an alleged shareholder, Pedro Gutierrez, caused a purported shareholder derivative suit entitled <div style="display: inline; font-style: italic;">Gutierrez v John G. Melo et al</div>, Case <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">No.</div> BC <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">665782,</div> to be filed in the Superior Court for the State of California, County of Los Angeles. The lawsuit names Amyris Inc. as a nominal defendant and names a number of the Company's current officers and directors as additional defendants. The lawsuit seeks to recover, on the Company's behalf, unspecified damages purportedly sustained by the Company in connection with allegedly misleading statements and/or omissions made in connection with the Company's securities filings. It also seeks a series of changes to the Company's corporate governance policies, restitution to the Company from the individual defendants, and an award of attorneys' fees. This purported shareholder derivative action is based on substantially the same facts as the securities class action described above. We do <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> believe the claims in the complaint have merit, and intend to defend ourselves vigorously.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Company is subject to disputes and claims that arise or have arisen in the ordinary course of business and that have <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> resulted in legal proceedings or have <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> been fully adjudicated. Such matters that <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>arise in the ordinary course of business are subject to many uncertainties and outcomes are <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> predictable with reasonable assurance and therefore an estimate of all the reasonably possible losses cannot be determined at this time. Therefore, if <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">one</div> or more of these legal disputes or claims resulted in settlements or legal proceedings that were resolved against the Company for amounts in excess of management’s expectations, the Company’s condensed consolidated financial statements for the relevant reporting period could be materially adversely affected.</div> </div></div>

0.10

0.0001

250000000

500000000

250000000

25272420

18273921

25272420

18273921

50000000

3000

2000

-11687000

-8973000

-48735000

-19593000

600000

10000000

2698000

18840

1394706

20921

99000000

5000000

22100000

21800000

46300000

72400000

95800000

25000000

10000000

25000000

9700000

15300000

3233000

17279000

7891000

30047000

19068000

47477000

32475000

87802000

67824000

2017

2022

2017

2022

2017

2019

2000000

30728.589

2333.216

4877386

370404

19100000

70000000

71000000

70000000

3400000

3700000

<div style="display: inline; font-family: times new roman; font-size: 10pt"><div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5.</div> Debt and Mezzanine Equity</div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Debt and mezzanine equity are comprised of the following (in thousands):</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div> <table cellpadding="0" cellspacing="0" align="center" style="border-collapse: collapse;"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" nowrap="nowrap" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">June 30, 2017</td> <td nowrap="nowrap" style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" nowrap="nowrap" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2016</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; font-size: 10pt; text-align: left">Senior secured loan facility</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">27,999</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">27,658</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">BNDES credit facility</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">577</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,172</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">FINEP credit facility</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">534</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">696</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Guanfu credit facility</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">20,645</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">19,564</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Total credit facilities</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">49,755</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">49,090</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Convertible notes</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">54,471</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">78,981</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Loans payable</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14,592</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">26,527</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Related party convertible notes</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">44,499</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">42,754</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Related party loan payable</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,000</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">29,691</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Total debt</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">165,317</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">227,043</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Less: current portion</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(13,285</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(59,155</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Long-term debt, net of current portion</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">152,032</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">167,888</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Mezzanine equity</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt">Contingently redeemable common stock</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,000</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,000</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt">Convertible preferred stock</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">12,830</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> </table> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Senior Secured Loan Facility</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 2014, </div>the Company entered into a Loan and Security Agreement (or the LSA) with Hercules Technology Growth Capital, Inc. (or Hercules) to make available to Amyris a secured loan facility (or the Senior Secured Loan Facility) in an initial aggregate principal amount of up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$25.0</div> million. The LSA was subsequently amended in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 2014, </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 2015 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> November 2015 </div>to extend additional credit facilities to the Company in an aggregate amount of up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$30,960,000,</div> of which <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$15,960,000</div> was drawn by the Company, extend the maturity date of the loans, and remove, add and/or modify certain covenants and agreements under the LSA. In connection with such amendments, the Company paid aggregate fees of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1,450,000</div> to Hercules.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 2016, </div>the Company was notified by Hercules that it had transferred and assigned its rights and obligations under the Senior Secured Loan Facility to Stegodon Corporation (or Stegodon), an affiliate of Ginkgo Bioworks, Inc. (or Ginkgo), and in connection with the execution by the Company and Ginkgo of an initial strategic partnership agreement, the Company received a deferment from Stegodon of all scheduled principal repayments under the Senior Secured Loan Facility, as well as a waiver of the Minimum Cash Covenant as defined in the LSA. Refer to Note <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">8,</div> “Significant Agreements” for additional details. In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2016, </div>in connection with the execution by the Company and Ginkgo of a definitive collaboration agreement (or the Ginkgo Collaboration Agreement), the Company and Stegodon entered into a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">fourth</div> amendment of the LSA, pursuant to which the parties agreed to (i) extend the maturity date of the Senior Secured Loan Facility, subject to the Company extending the maturity of certain of its other outstanding indebtedness (or the Extension Condition), (ii) make the Senior Secured Loan Facility interest-only until maturity, subject to the requirement that the Company apply certain monies received by it under the Ginkgo Collaboration Agreement to repay the amounts outstanding under the Senior Secured Loan Facility, up to a maximum amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1</div> million per month and (iii) waive the Minimum Cash Covenant until the maturity date of the Senior Secured Loan Facility. On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> January 11, 2017, </div>the maturity date of the Senior Secured Loan Facility was extended to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 15, 2018 </div>due to the Extension Condition being met as a result of the Fidelity Exchange (as defined below). See below under “Fidelity” for additional details. This modification of the Senior Secured Loan Facility was accounted for as a troubled debt restructuring with the future undiscounted cash flows being greater than the carrying value of the debt prior to extension. <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">No</div> gain was recorded and a new effective interest rate was established based on the carrying value of the debt and the revised cash flows. In addition, in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> January 2017, </div>in connection with Stegodon granting certain waivers of the debt and transfer covenants under the LSA, the Company and Stegodon entered into a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">fifth</div> amendment of the LSA, pursuant to which the Company agreed to apply additional monies received by it under the Ginkgo Collaboration Agreement towards repayment of the outstanding loans under the Senior Secured Loan Facility, up to a maximum amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3</div> million.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div><div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017, </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$27.8</div> million was outstanding under the Senior Secured Loan Facility, net of deferred discount and issuance costs of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.6</div> million. The Senior Secured Loan Facility is secured by liens on the Company's assets, including on certain Company intellectual property. The Senior Secured Loan Facility includes customary events of default, including failure to pay amounts due, breaches of covenants and warranties, material adverse effect events, certain cross defaults and judgments, and insolvency. If an event of default occurs, Stegodon <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>require immediate repayment of all amounts outstanding under the Senior Secured Loan Facility.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">FINEP Credit Facility</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">31,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016,</div> the total outstanding loan balance under the credit facility with Financiadora de Estudos e Projetos (or the FINEP Credit Facility) was <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">R$1.8</div> million (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">US$0.5</div> million) and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">R$2.3</div> million (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">US$0.7</div> million), respectively. The Company entered into the FINEP Credit Facility to finance a research and development project on sugarcane-based biodiesel, which is guaranteed by a chattel mortgage on certain equipment of the Company. The Company's total acquisition cost for the equipment under this guarantee is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">R$6.0</div> million (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">US$1.8</div> million based on the exchange rate as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div>).</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Guanfu Credit Facility</div></div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 26, 2016, </div>the Company and Guanfu Holding Co., Ltd. (or, together with its subsidiaries, Guanfu), an existing commercial partner of the Company, entered into a credit agreement (or the Guanfu Credit Agreement) to make available to the Company an unsecured credit facility (or the Guanfu Credit Facility) with an aggregate principal amount of up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$25.0</div> million, which the Company could borrow from time to time in up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> closings. Upon the effectiveness of the Guanfu Credit Agreement in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> November 2016, </div>the Company granted to Guanfu the global exclusive purchase right with respect to the Company products subject to the parties’ pre-existing commercial relationship. On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 31, 2016, </div>the Company borrowed the full amount under the Guanfu Credit Facility and issued to Guanfu a note in the principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$25.0</div> million (or the Guanfu Note). The Guanfu Note has a term of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">five</div> years and is accruing interest at a rate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10%</div> per annum, payable quarterly beginning <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 31, 2017. </div>The Company <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may, </div>at its option, repay the Guanfu Note before its maturity date, in whole or in part, at a price equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">100%</div> of the amount being repaid plus accrued and unpaid interest on such amount to the date of repayment.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Upon the occurrence of certain specified events of default under the Guanfu Credit Facility, the Company will grant to Guanfu an exclusive, royalty-free, global license to certain intellectual property useful in connection with Guanfu’s existing commercial relationship with the Company. In addition, in the event the Company fails to pay interest or principal under the Guanfu Note within <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">ten</div> days of when due, the Company will also be required, subject to applicable laws and regulations, to repay the outstanding principal amount under the Guanfu Note, together with accrued and unpaid interest, in the form of shares of the Company’s common stock at a per share price equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">90%</div> of the volume weighted average closing sale price of the Company’s common stock for the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">90</div> trading days ending on and including the trading day that is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">two</div> trading days preceding such default.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Convertible Notes</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;">Fidelity</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2012,</div> the Company sold <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$25.0</div> million in aggregate principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3%</div> senior unsecured convertible promissory notes with a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div> maturity date and an initial conversion price equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$106.023</div> per share of the Company's common stock (or the Fidelity Notes) in a private placement pursuant to a securities purchase agreement between the Company and certain investment funds affiliated with FMR LLC (or the Fidelity Securities Purchase Agreement). In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2015, </div>the Company issued and sold <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$57.6</div> million of convertible senior notes (as described below under <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">“2015</div> Rule <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Convertible Note Offering”) and used <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$8.8</div> million of the proceeds therefrom to repurchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$9.7</div> million aggregate principal amount of outstanding Fidelity Notes. On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 28, 2016, </div>the Company entered into an Exchange Agreement (or the Fidelity Exchange Agreement) with the holders of the outstanding Fidelity Notes pursuant to which the Company and the holders agreed to exchange (or the Fidelity Exchange) all outstanding Fidelity Notes, together with accrued and unpaid interest thereon, for <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$19.1</div> million in aggregate principal amount of additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes (as defined below), representing an exchange ratio of approximately <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1:1.25</div> (<div style="display: inline; font-style: italic;">i.e.</div>, each <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1.00</div> of Fidelity Notes was exchanged for approximately <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1.25</div> of additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes), in a private exchange exempt from registration under the Securities Act of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1933,</div> as amended (or the Securities Act). The closing of the Fidelity Exchange occurred on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> January 11, 2017. </div>At the closing, the Company issued <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$19.1</div> million in aggregate principal amount of its <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes to the holders in exchange for the cancellation of the outstanding Fidelity Notes. The Company did <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> receive any cash proceeds from the Fidelity Exchange. The exchange has been accounted for as an extinguishment of the Fidelity Notes and issuance of the additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes. A gain of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.1</div> million was recognized in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> quarter to recognize the deficit of the fair value of the additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes (including related embedded derivatives) compared to the carrying value of the Fidelity Notes at the time of extinguishment. Pursuant to the Fidelity Exchange Agreement, upon the closing of the Fidelity Exchange, the Fidelity Securities Purchase Agreement terminated. In addition, upon the closing of the Fidelity Exchange, in accordance with the terms of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">fourth</div> amendment to the LSA, the maturity date of all outstanding loans under the LSA was extended to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 15, 2018. </div>See above under “Senior Secured Loan Facility” for details regarding the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">fourth</div> amendment to the LSA.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"></div><div><div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> Rule <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Convertible Note Offering</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2014, </div>the Company sold <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$75.0</div> million aggregate in principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6.50%</div> Convertible Senior Notes due <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2019</div> (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes) to certain qualified institutional buyers in a private placement. The net proceeds from the offering were <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$72.0</div> million after payment of the initial purchaser’s discounts and offering expenses. Certain of the Company's affiliated entities purchased <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$24.7</div> million in aggregate principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes (described further below under "Related Party Convertible Notes"), including <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$9.7</div> million by Total in the form of cancellation of existing indebtedness. In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2015, </div>the Company issued <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$57.6</div> million of convertible senior notes (as described below under <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">“2015</div> Rule <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Convertible Note Offering”) and used <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$18.3</div> million of the net proceeds therefrom to repurchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$22.9</div> million aggregate principal amount of outstanding <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes. The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes bear interest at a rate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6.50%</div> per year, payable semiannually in arrears on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 15 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> November 15 </div>of each year. The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes mature on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">15,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2019,</div> unless earlier converted or repurchased. The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes are convertible into shares of the Company's common stock at a conversion rate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">17.8073</div> shares of common stock per <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1,000</div> principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes (subject to adjustment in certain circumstances), representing an effective initial conversion price of approximately <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$56.16</div> per share of common stock. Refer to the “Exchange” and “Maturity Treatment Agreement” sections of this Note <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,</div> "Debt and Mezzanine Equity" for details of the impact of the Maturity Treatment and Exchange Agreements on the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> Rule <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Convertible Note Offering</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2015, </div>the Company sold <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$57.6</div> million aggregate principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">9.50%</div> Convertible Senior Notes due <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2019</div> (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes) to certain qualified institutional buyers in a private placement. The net proceeds from the offering of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes were <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$54.4</div> million after payment of the offering expenses and placement agent fees. The Company used <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$18.3</div> million of the net proceeds to repurchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$22.9</div> million aggregate principal amount of outstanding <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$8.8</div> million to repurchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$9.7</div> million aggregate principal amount of outstanding Fidelity Notes, in each case held by purchasers of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes. The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes bear interest at a rate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">9.50%</div> per year, payable semiannually in arrears on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 15 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 15 </div>of each year. Interest on the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes is payable, at the Company’s option, entirely in cash or entirely in common stock. The Company elected to make the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 15, 2016 </div>interest payment in shares of common stock, the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 15, 2016 </div>interest payment in cash and the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 15, 2017 </div>interest payment in shares of common stock. The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes will mature on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 15, 2019 </div>unless earlier converted or repurchased.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> </div> <div style="font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes are convertible into shares of the Company's common stock at a conversion rate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">48.3395</div> shares of Common Stock per <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1,000</div> principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 6, 2017, </div>representing an effective conversion price of approximately <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$20.69</div> per share of common stock. Upon conversion, noteholders are entitled to receive a payment equal to the present value of the remaining scheduled payments of interest on the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes being converted through maturity (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 15, 2019), </div>computed using a discount rate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">0.75%.</div> The Company <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>make such payment (the “Early Conversion Payment”) either in cash or in common stock, at its election subject to certain conditions, with the stock valued at <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">92.5%</div> of the simple average of the daily volume-weighted average price per share for the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10</div> trading days ending on and including the trading day immediately preceding the conversion date. Through <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017, </div>the Company has elected to make each Early Conversion Payment in shares of common stock. In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> January 2017, </div>the Company issued an additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$19.1</div> million in aggregate principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes (or the Additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes) in exchange for the cancellation of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$15.3</div> million in aggregate principal amount of outstanding Fidelity Notes. Unless and until the Company obtains stockholder approval to issue a number of shares of the Company’s common Stock in excess of the Additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes Exchange Cap (as defined below), holders of the Additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> have the right to receive shares of the Company’s common stock upon conversion of the Additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes, and the Company will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> have the right to issue shares of common stock as payment of interest on the Additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes, including any Early Conversion Payment, if the aggregate number of shares issued with respect to the Additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes (and any other transaction aggregated for such purpose) after giving effect to such conversion or payment, as applicable, would exceed <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">19.99%</div> of the number of shares of the Company’s common stock outstanding as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 28, 2016 (</div>or the Additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes Exchange Cap). The Company will pay cash in lieu of any shares that would otherwise be deliverable in excess of the Additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes Exchange Cap.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div></div><div><div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2016 </div>Convertible Note Offering</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2016, </div>the Company entered into a securities purchase agreement (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2016 </div>Purchase Agreement) between the Company and a private investor relating to the sale of up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$15.0</div> million aggregate principal amount of convertible notes (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2016 </div>Convertible Notes).</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Pursuant to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2016 </div>Purchase Agreement, the full amount of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2016 </div>Convertible Notes was issued in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> separate closing in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2016, </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> September, 2016 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2016 </div>for net proceeds of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$14.9</div> million.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2016 </div>Convertible Notes were fully repaid in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2016.</div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 2016 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Convertible Note Offerings</div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 1, 2016, </div>the Company entered into a securities purchase agreement (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 2016 </div>Purchase Agreement) with a private investor (or the Purchaser) and issued and sold a convertible note in principal amount <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$10.0</div> million (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 2016 </div>Convertible Note) to the Purchaser, resulting in net proceeds to the Company of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$9.9</div> million. The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 2016 </div>Convertible Note was fully repaid in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017.</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 13, 2017, </div>the Company entered into a securities purchase agreement (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Purchase Agreement) with the Purchaser relating to the sale of up to an additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$15.0</div> million aggregate principal amount of convertible notes (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Convertible Notes). The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Purchase Agreement provides the Purchaser with a right of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> refusal with respect to any variable rate transaction, subject to certain exceptions, on the same terms and conditions as are offered to a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">third</div>-party purchaser for as long as the Purchaser holds any <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Convertible Notes or shares of common stock underlying the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Convertible Notes.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 17, 2017, </div>the Company issued and sold an <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Convertible Note in the principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$7.0</div> million (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$7</div> Million Note) to the Purchaser, for proceeds to the Company of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$6.9</div> million. The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$7</div> Million Note was fully repaid in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017.</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div></div><div><div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2, 2017, </div>in connection with the Purchaser agreeing to extend the time period for certain obligations of the Company under the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Purchase Agreement, the Company and the Purchaser entered into an Amendment Agreement (or the Amendment Agreement) with respect to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 2016 </div>Purchase Agreement, the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Purchase Agreement, the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 2016 </div>Convertible Note and the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Convertible Notes (or the Amended Notes), pursuant to which the Company and the Purchaser agreed, among other things, to amend the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 2016 </div>Convertible Note and the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Convertible Notes to (i) reduce the price at which the Company <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>pay monthly installments under the Amended Notes in shares of common stock from a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10%</div> discount to a market-based price to a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">20%</div> discount to a market-based price and (ii) reduce the price floor related to any such payment from <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">80%</div> of, in the case of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 2016 </div>Convertible Note, the volume-weighted average price per share (or VWAP) of the Company’s common stock on the trading day immediately preceding the applicable installment date and, in the case of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Convertible Notes, the arithmetic average of the VWAP of the Company’s common stock for the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">five</div> trading days immediately preceding the applicable installment date, to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">70%</div> of the arithmetic average of the VWAP of the Company’s common stock for the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">five</div> trading days immediately preceding the applicable installment date.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017, </div>the Company issued and sold an Amended Note under the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Purchase Agreement in the principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3.0</div> million (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3</div> Million Note) to the Purchaser, for proceeds to the Company of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3.0</div> million. In connection with the issuance and sale of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3</div> Million Note, the Company and the Purchaser entered into a letter agreement, pursuant to which, among other things, the Purchaser has the right to cause the Company to redeem all of the outstanding principal amount of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3</div> Million Note in cash in accordance with the redemption provisions set forth in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3</div> Million Note, as described below, upon the written request of the Purchaser within <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10</div> days after the Company publicly announces the closing of the Second Tranche Funding (as defined below). See Note <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14,</div> “Subsequent Events”, for more details.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Amended Notes are general unsecured obligations of the Company. Unless earlier converted or redeemed, the Amended Notes will mature on or about the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">18</div>-month anniversary of their respective issuance, subject to the rights of the holders to extend the maturity date in certain circumstances.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Amended Notes are payable in monthly installments, in either cash at <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">118%</div> of such installment amount or, at the Company’s option, subject to the satisfaction of certain equity conditions, shares of common stock at a discount to the then-current market price, subject to a price floor, as described above. In addition, in the event that the Company elects to pay all or any portion of a monthly installment in common stock, the holders of the Amended Notes have the right to require that the Company repay in common stock an additional amount of the Amended Notes <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> to exceed <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">50%</div> of the cumulative sum of the aggregate amounts by which the dollar-weighted trading volume of the common stock for all trading days during the applicable installment period exceeds <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$200,000.</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Amended Notes contain customary terms and covenants, including certain events of default after which the holders <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>require the Company to redeem all or any portion of their Amended Notes in cash at a price equal to the greater of (i) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">118%</div> of the amount being redeemed and (ii) the intrinsic value of the shares of common stock issuable upon an installment payment of the amount being redeemed in shares.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In the event of a Fundamental Transaction (as defined in the Amended Notes), holders of the Amended Notes <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>require the Company to redeem all or any portion of their Amended Notes at a price equal to the greater of (i) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">118%</div> of the amount being redeemed and (ii) the intrinsic value of the shares of common stock issuable upon an installment payment of the amount being redeemed in shares.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Company has the right to redeem the Amended Notes for cash, in whole, at any time, or in part, from time to time, at a redemption price equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">118%</div> of the principal amount of the Amended Notes to be redeemed.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Amended Notes are convertible from time to time, at the election of the holders, into shares of common stock at an conversion price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$28.50</div> per share.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div></div><div><div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Notwithstanding the foregoing, the holders will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> have the right to convert any portion of an Amended Note, and the Company will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> have the option to pay any amount in shares of common stock, if (a) the holder, together with its affiliates, would beneficially own in excess of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4.99%</div> (or such other percentage as determined by the holder and notified to the Company in writing, <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> to exceed <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">9.99%,</div> provided that any increase of such percentage will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> be effective until <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">61</div> days after notice thereof) of the number of shares of common stock outstanding immediately after giving effect to such conversion or payment, as applicable, or (b) the aggregate number of shares issued with respect to the Amended Notes (and any other transaction aggregated for such purpose) after giving effect to such conversion or payment, as applicable, would exceed <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,792,779</div> shares of common stock (or the Amended Notes Exchange Cap). In the event that the Company is prohibited from issuing any shares of common stock under the Amended Notes as a result of the Amended Notes Exchange Cap, the Company will pay cash in lieu of any shares that would otherwise be deliverable in excess of the Amended Notes Exchange Cap. In addition, pursuant to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Purchase Agreement, in the event that the aggregate number of shares of common stock issuable with respect to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 2017 </div>Convertible Notes (and any other transaction aggregated for such purpose) would equal or exceed <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">218,817</div> of shares of common stock, the Company will be required to take all actions necessary for, and use its reasonable best efforts to solicit and obtain, stockholder approval for the issuance of shares of common stock in excess of the Amended Notes Exchange Cap.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">For as long as they hold Amended Notes or shares of common stock issued under the Amended Notes, the holders <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> sell any shares of common stock at a price less than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$15.75</div> per share; provided, that with respect to any shares of common stock issued under the Amended Notes at a price less than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$15.00,</div> the holders <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>sell such shares at a price <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> less than the price floor applicable to the installment period with respect to which such shares were issued.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017,</div> the balance of the Amended Notes was <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$19.1</div> million. At <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 31, 2016, </div>the balance of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 2016 </div>Convertible Note was <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$9.9</div> million.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">See Note <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14,</div> “Subsequent Events”, for details regarding financing transactions completed subsequent to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017.</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Related Party Convertible Notes</div></div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;">Total R&D Convertible Notes</div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2012</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 2013, </div>the Company entered into a series of agreements (or the Total Fuel Agreements) with an affiliate of Total S.A. (or, together with its affiliates, Total) to, among other things, establish (i) a research and development program and (ii) a convertible debt structure for the collaboration funding for the program from Total. The purchase agreement for the notes related to the collaboration funding from Total provided for the purchase and sale of an aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$105.0</div> million of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1.5%</div> Senior Convertible Notes due <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 2017 (</div>or the R&D Notes), which by <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> January 2015 </div>had been fully funded by Total.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July 2015, </div>Total exchanged all but <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$5.0</div> million of the R&D Notes then held by Total, such canceled notes having an aggregate principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$70</div> million, in exchange for approximately <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2.0</div> million shares of the Company’s common stock in connection with the Exchange. Refer to the “Exchange” section of this Note <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,</div> "Debt and Mezzanine Equity", for additional details of the impact of the Exchange on the R&D Notes.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 2016, </div>in connection with the restructuring of Total Amyris BioSolutions B.V. (or TAB), the fuels joint venture between the Company and Total, the Company sold to Total <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">one</div> half of the Company’s ownership stake in TAB (giving Total an aggregate ownership stake of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">75%</div> of TAB and giving the Company an aggregate ownership stake of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">25%</div> of TAB) in exchange for Total canceling (i) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1.3</div> million of the remaining R&D Notes, plus all paid-in-kind and accrued interest under all outstanding R&D Notes (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$2.8</div> million, including all such interest that was outstanding as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July 29, 2015) </div>and (ii) a note in the principal amount of Euro <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">50,000,</div> plus accrued interest, issued to Total in connection with the original capitalization of TAB, and in connection therewith, Total surrendered to the Company the remaining R&D Note of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$5.0</div> million in principal amount, and the Company executed and delivered to Total a new R&D Note in the principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3.7</div> million (or the Remaining R&D Note), with substantially similar terms and conditions to the previous R&D Notes other than it is unsecured and its payment terms are severed from TAB’s business performance. The disposal of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">25%</div> ownership stake in TAB resulted in a gain to the Company of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$4.2</div> million, which was recognized as a capital contribution from Total within equity.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div></div><div><div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 31, 2016, </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3.7</div> million and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3.7</div> million, respectively, of the Remaining R&D Note were outstanding.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2017, </div>the Company and Total amended the Remaining R&D Note to extend the maturity of the Remaining R&D Note from <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 1, 2017 </div>to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 15, 2017. </div>Subsequently, in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017, </div>the Company and Total entered into a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">second</div> amendment of the Remaining R&D Note, pursuant to which the parties agreed (i) to extend the maturity date of the Remaining R&D Note from <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 15, 2017 </div>to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 31, 2018, (</div>ii) to increase the interest rate on the amounts outstanding under the Remaining R&D Note from <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1.5%</div> to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">12.0%,</div> beginning <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 16, 2017, </div>together with a corresponding increase to the default interest rate, and (iii) that accrued and unpaid interest on the amounts outstanding under the Remaining R&D Note will be payable on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 31, 2017 </div>and the maturity date. The Remaining R&D Note is convertible into the Company’s common stock, at a conversion price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$46.20</div> per share, (i) within <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10</div> trading days prior to maturity, (ii) on a change of control of the Company, and (iii) on a default by the Company. The conversion price of the Remaining R&D Note is subject to adjustment for proportional adjustments to outstanding common stock and under anti-dilution provisions in case of certain dividends and distributions.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2013 </div>Financing Convertible Notes</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2013, </div>the Company entered into a Securities Purchase Agreement (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2013 </div>SPA) with Total and Maxwell (Mauritius) Pte Ltd (or Temasek) to sell up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$73.0</div> million in convertible promissory notes in private placements (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2013 </div>Financing), with such notes to be sold and issued over a period of up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">24</div> months from the date of signing.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2013, </div>the Company sold and issued a senior secured promissory note to Temasek (or the Temasek Bridge Note) in exchange for a bridge loan of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$35.0</div> million due on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2, 2014 </div>at an interest rate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5.5%</div> quarterly. The Temasek Bridge Note was canceled on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 16, 2013 </div>as payment for Temasek’s purchase of Tranche I Notes in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> tranche of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2013 </div>Financing, as further described below.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2013, </div>the Company amended the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2013 </div>SPA to include the investment by certain entities affiliated with FMR LLC in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> tranche of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2013 </div>Financing of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$7.6</div> million, and to proportionally increase the amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> tranche notes acquired by exchange and cancellation of outstanding R&D Notes held by Total in connection with its exercise of pro rata rights up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$9.2</div> million in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> tranche. Also in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2013, </div>the Company completed the closing of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> tranche of senior convertible notes provided for in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2013 </div>Financing (or the Tranche I Notes), issuing a total of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$51.8</div> million in Tranche I Notes for cash proceeds of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$7.6</div> million and exchange and cancellation of outstanding convertible promissory notes of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$44.2</div> million, of which <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$35.0</div> million resulted from the exchange and cancellation of the Temasek Bridge Note and the remaining <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$9.2</div> million from the exchange and cancellation of an outstanding R&D Note held by Total. As a result of the exchange and cancellation of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$35.0</div> million Temasek Bridge Note and the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$9.2</div> million R&D Note held by Total for the Tranche I Notes, the Company recorded a loss from extinguishment of debt of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$19.9</div> million. The Tranche I Notes are due <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">sixty</div> months from the date of issuance (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 16, 2018) </div>and were initially convertible into the Company’s common stock at a conversion price equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$2.44</div> per share, which represented a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">15%</div> discount to the trailing <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">60</div>-day weighted-average closing price of the common stock on The NASDAQ Stock Market (or NASDAQ) through <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 7, 2013, </div>subject to certain adjustments as described below. Interest accrues on the Tranche I Notes at a rate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5%</div> per <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">six</div> months, compounded semiannually, and is payable in kind by adding to the principal every <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">six</div> months or in cash. Through <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017, </div>the Company has elected to pay interest on the Tranche I Notes in kind. The Tranche I Notes <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>be prepaid by the Company without penalty or premium every <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">six</div> months at the date of payment of the semi-annual coupon.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div><div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 2013, </div>the Company further amended the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2013 </div>SPA to sell <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3.0</div> million of senior convertible notes under the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">second</div> tranche of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2013 </div>Financing (or the Tranche II Notes) to funds affiliated with Wolverine Asset Management, LLC (or Wolverine). In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> January 2014, </div>the Company sold and issued <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$34.0</div> million of Tranche II Notes in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">second</div> tranche of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2013 </div>Financing, with Temasek purchasing <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$25.0</div> million of the Tranche II Notes and funds affiliated with Wolverine purchasing <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3.0</div> million of the Tranche II Notes, each for cash, and Total purchasing <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$6.0</div> million of the Tranche II Notes through exchange and cancellation of the same amount of principal R&D Notes held by Total. As a result of the exchange and cancellation of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$6.0</div> million of R&D Note held by Total for the Tranche II Notes, the Company recorded a loss from extinguishment of debt of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$9.4</div> million. The Tranche II Notes will be due <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">sixty</div> months from the date of issuance (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> January 15, 2019). </div>Interest accrues on the Tranche II Notes at a rate per annum equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10%,</div> compounded annually, and is payable in kind by adding to the principal every <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">twelve</div> months or in cash. Through <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017, </div>the Company has elected to pay interest on the Tranche II Notes in kind.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The conversion price of the Tranche I Notes and Tranche II Notes is approximately <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$7.425</div> per share as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017.</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">31,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016,</div> the related party convertible notes outstanding under the Tranche I Notes and Tranche II Notes were <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$22.1</div> million and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$21.8</div> million, respectively, net of debt discount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.0</div> million and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.0</div> million, respectively. Refer to the “Exchange” and “Maturity Treatment Agreement” sections of this Note <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,</div> "Debt and Mezzanine Equity", for details of the impact of the Maturity Treatment and Exchange agreements on the Tranche I Notes and Tranche II Notes.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Loans Payable</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July 2012, </div>the Company entered into a Note of Bank Credit and a Fiduciary Conveyance of Movable Goods Agreement (or, together, the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July 2012 </div>Bank Agreements) with each of Nossa Caixa Desenvolvimento (or Nossa Caixa) and Banco Pine S.A. (or Banco Pine). Under the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July 2012 </div>Bank Agreements, the Company pledged certain farnesene production assets as collateral for the loans of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">R$52.0</div> million (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">US$15.7</div> million based on the exchange rate as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div>). The Company's total acquisition cost for such pledged assets was <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">R$68.0</div> million (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">US$20.6</div> million based on the exchange rate as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div>). The Company is also a parent guarantor for the payment of the outstanding balance under these loan agreements. Under the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July 2012 </div>Bank Agreements, the Company could borrow an aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">R$52.0</div> million (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">US$15.7</div> million based on the exchange rate as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div>) as financing for capital expenditures relating to the Company's manufacturing facility located in Brotas, Brazil. The funds for the loans are provided by BNDES, but are guaranteed by the lenders. The loans have a final maturity date of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">15,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2022</div> and bear a fixed interest rate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5.5%</div> per year. The loans are also subject to early maturity and delinquency charges upon occurrence of certain events including interruption of manufacturing activities at the Company's manufacturing facility in Brotas, Brazil for more than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30</div> days, except during the sugarcane off-season. For the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">two</div> years that the loans were outstanding, the Company was required to pay interest only on a quarterly basis. Since <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">15,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014,</div> the Company has been required to pay equal monthly installments of both principal and interest for the remainder of the term of the loans. As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">31,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016,</div> a principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$10.0</div> million and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$11.1</div> million, respectively, was outstanding under these loan agreements.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div><div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Exchange (Debt Conversion - Related Party Transaction)</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July 2015, </div>the Company entered into an Exchange Agreement (or the "Exchange Agreement"), with Total and Temasek pursuant to which Temasek exchanged <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$71.0</div> million in principal amount of outstanding Tranche Notes (including paid-in-kind and accrued interest through <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July 29, 2015) </div>and Total exchanged <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$70.0</div> million in principal amount of outstanding R&D Notes for shares of our common stock at a price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$34.50</div> per share (or the "Exchange"). As a result of the Exchange, accretion of debt discount was accelerated based on our estimate of the expected conversion date, resulting in an additional interest expense of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$39.2</div> million for the year ended <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 31, 2015.</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Under the Exchange Agreement, Total also received the following warrants, each with a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">five</div>-year term, at the closing of the Exchange:</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"> <tr style="vertical-align: top"> <td style="width: 0.25in"></td> <td style="width: 0.25in">•</td> <td><div style=" margin: 0pt 0">A warrant to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,261,612</div> shares of the Company’s common stock (or the Total Funding Warrant).</div> </td> </tr> </table> <div style=" font-size: 10pt; margin: 0pt 0"> </div> <table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"> <tr style="vertical-align: top"> <td style="width: 0.25in"></td> <td style="width: 0.25in">•</td> <td><div style=" margin: 0pt 0">A warrant to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,333,334</div> shares of the Company’s common stock that would only be exercisable if the Company failed, as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 1, 2017, </div>to achieve a target cost per liter to manufacture farnesene (or the Total R&D Warrant). The Total Funding Warrant and the Total R&D Warrant are collectively referred to as the “Total Warrants.”</div> </td> </tr> </table> <div style=" font-size: 10pt; margin: 0pt 0"> </div> <table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"> <tr style="vertical-align: top"> <td style="width: 0.25in"></td> <td style="width: 0.25in">•</td> <td><div style=" margin: 0pt 0">Additionally, under the Exchange Agreement, Temasek received the following warrants, each with a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">ten</div>-year term, at the closing of the Exchange:</div> </td> </tr> </table> <div style=" font-size: 10pt; margin: 0pt 0"> </div> <table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"> <tr style="vertical-align: top"> <td style="width: 0.25in"></td> <td style="width: 0.25in">•</td> <td><div style=" margin: 0pt 0">A warrant to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">978,525</div> shares of the Company’s common stock (or the Temasek Exchange Warrant).</div> </td> </tr> </table> <div style=" font-size: 10pt; margin: 0pt 0"> </div> <table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"> <tr style="vertical-align: top"> <td style="width: 0.25in"></td> <td style="width: 0.25in">•</td> <td><div style=" margin: 0pt 0">A warrant exercisable for that number of shares of the Company’s common stock equal to (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1</div>) (A) the number of shares for which Total exercises the Total Funding Warrant plus (B) the number of additional shares for which the certain convertible notes remaining outstanding following the completion of the Exchange <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>become exercisable as a result of a reduction in the conversion price of such remaining notes as of a result of and/or subsequent to the date of the Exchange plus (C) that number of additional shares in excess of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">133,334,</div> if any, for which the Total R&D Warrant becomes exercisable multiplied by a fraction equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30.6%</div> divided by <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">69.4%</div> plus (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2</div>) (A) the number of any additional shares for which certain other outstanding convertible promissory notes <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>become exercisable as a result of a reduction to the conversion price of such notes multiplied by (B) a fraction equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">13.3%</div> divided by <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">86.7%</div> (or the Temasek Funding Warrant).</div> </td> </tr> </table> <div style=" font-size: 10pt; margin: 0pt 0"> </div> <table cellpadding="0" cellspacing="0" style="font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"> <tr style="vertical-align: top"> <td style="width: 0.25in"></td> <td style="width: 0.25in">•</td> <td><div style=" margin: 0pt 0">A warrant exercisable for that number of shares of the Company’s common stock equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">58,690</div> multiplied by a fraction equal to the number of shares for which Total exercises the Total R&D Warrant divided by <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">133,334</div> (or the Temasek R&D Warrant). If Total exercises the Total R&D Warrant in full, the Temasek R&D Warrant would be exercisable for <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">58,690</div> shares.</div> </td> </tr> </table> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Temasek Exchange Warrant, the Temasek Funding Warrant and the Temasek R&D Warrant are referred to herein as the “Temasek Warrants” and the Temasek Warrants and the Total Warrants are hereinafter collectively referred to as the “Exchange Warrants”.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div></div><div><div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In addition to the grant of the Exchange Warrants, a warrant issued by the Company to Temasek in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2013 </div>in conjunction with a prior convertible debt financing (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2013</div> Warrant) became exercisable in full upon the completion of the Exchange. There were <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">66,667</div> shares underlying the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2013</div> Warrant, with an exercise price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.01</div> per share.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2016, </div>as a result of adjustments to the conversion price of the Tranche I Notes and Tranche II Notes (or, collectively, the Tranche Notes) discussed above, the Temasek Funding Warrant became exercisable for an additional aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">164,169</div> shares of common stock. Following the issuance by the Company of shares of convertible preferred stock and warrants to purchase common stock in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017, </div>as described below, and a corresponding adjustment to the conversion price of the Tranche I Notes and Tranche II Notes, as described above, the Temasek Funding Warrant became exercisable for an additional <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,125,755</div> shares of common stock.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 1, 2017, </div>the Company had <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> achieved the target cost per liter to manufacture farnesene provided in the Total R&D Warrant, and as a result, on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 1, 2017 </div>the Total R&D Warrant became exercisable in accordance with its terms.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017, </div>the Total Funding Warrant, the Temasek Exchange Warrant, and the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2013</div> Warrant had been fully exercised and Temasek had exercised the Temasek Funding Warrant with respect to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">846,683</div> shares of common stock. Neither the Total R&D Warrant nor the Temasek R&D Warrant had been exercised as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017. </div>Warrants to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,289,924</div> shares of common stock under the Temasek Funding Warrant were unexercised as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017. </div>The exercise prices of the Exchange Warrants outstanding were <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.15</div> as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017.</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Maturity Treatment Agreement</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">At the closing of the Exchange, the Company, Total and Temasek also entered into a Maturity Treatment Agreement, dated as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July 29, 2015, </div>pursuant to which Total and Temasek agreed to convert any Tranche Notes or <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes held by them that were <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> canceled in the Exchange (or the Remaining Notes) into shares of the Company’s common stock in accordance with the terms of such Remaining Notes at or prior to maturity, provided that certain events of default had <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> occurred with respect to the applicable Remaining Notes. As of immediately following the closing of the Exchange, Temasek held <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$10.0</div> million in aggregate principal amount of Remaining Notes (consisting of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes) and Total held <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$25.0</div> million in aggregate principal amount of Remaining Notes (consisting of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$9.7</div> million of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$15.3</div> million of Tranche Notes). In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017, </div>the Company entered into separate letter agreements with each of Total and Temasek, pursuant to which the Company agreed that the Remaining Notes consisting of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes held by Total and Temasek would <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> longer be subject to mandatory conversion at or prior to the maturity of such Remaining Notes. Accordingly, the Company will be required to pay any portion of such Remaining Notes that remain outstanding at maturity in cash in accordance with the terms of such Remaining Notes.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Private Placement - Related Party Transaction</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 12, 2016 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 15, 2016, </div>the Company issued and sold <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$18.0</div> million and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$2.0</div> million, respectively, in aggregate principal amount of unsecured promissory notes (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Notes), as well as warrants to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">171,429</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">19,048</div> shares, respectively, of the Company’s common stock at an initial exercise price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.15</div> per share (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Warrants), representing aggregate proceeds to the Company of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$20.0</div> million, in a private placement to certain existing stockholders of the Company that are affiliated with certain members of the Company’s Board of Directors: Foris Ventures, LLC (or Foris, an entity affiliated with director John Doerr of Kleiner Perkins Caufield & Byers, a current stockholder), which purchased <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$16.0</div> million aggregate principal amount of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Notes and warrants to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">152,381</div> shares of the Company’s common stock; Naxyris S.A. (or Naxyris, an investment vehicle owned by Naxos Capital Partners SCA Sicar; director Carole Piwnica is Director of NAXOS UK, which is affiliated with Naxos Capital Partners SCA Sicar), which purchased <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$2.0</div> million aggregate principal amount of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Notes and warrants to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">19,048</div> shares of the Company’s common stock; and Biolding Investment SA (or Biolding), a fund affiliated with director HH Sheikh Abdullah bin Khalifa Al Thani, which purchased <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$2.0</div> million aggregate principal amount of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Notes and warrants to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">19,048</div> shares of the Company’s common stock.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div></div><div><div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Notes are unsecured obligations of the Company and are subordinate to the Company’s obligations under the Senior Secured Loan Facility pursuant to a Subordination Agreement, dated as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 12, 2016, </div>by and among the Company, the purchasers and the administrative agent under the Senior Secured Loan Facility. The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Notes bear interest at a rate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">13.50%</div> per annum and had an initial maturity date of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 15, 2017. </div>In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017, </div>the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Notes purchased by Foris and Naxyris were exchanged for shares of preferred stock and warrants to purchase common stock, as described below, and in connection with such exchange the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Notes held by Foris and Naxyris were canceled. In addition, in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017, </div>the Company and Biolding entered into a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> amendment to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Note held by Biolding (or the Biolding Note), pursuant to which the parties agreed to extend the maturity date of the Biolding Note from <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 15, 2017 </div>to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> November 15, 2017.</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017, </div>the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Warrants purchased by Naxyris had been fully exercised, while <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">none</div> of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Warrants purchased by Foris or Biolding had been exercised. The exercise prices of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Warrants were <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.15</div> per share as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017.</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017, </div>the carrying amount of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016 </div>Notes was <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$2.0</div> million.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 2016 </div>Private Placement - Related Party Transaction</div></div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 24, 2016, </div>the Company issued and sold <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$5.0</div> million in aggregate principal amount of secured promissory notes (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 2016 </div>Notes) to Foris in a private placement. The interest rate on the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 2016 </div>Notes was <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">13.50%</div> per annum and the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 2016 </div>Notes had a maturity date of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 15, 2017. </div>In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017, </div>the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 2016 </div>Notes were exchanged for shares of preferred stock and warrants to purchase common stock, as described below, and in connection with such exchange the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 2016 </div>Notes were canceled and the agreements relating thereto (including the security interest relating thereto) were terminated.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2016 </div>Private Placements</div></div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 21 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 27, 2016, </div>the Company issued and sold <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$6.0</div> million and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$8.5</div> million, respectively, in aggregate principal amount of secured promissory notes (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2016 </div>Notes) to Foris and Ginkgo, respectively in private placements (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2016 </div>Private Placements). The interest rate on the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2016 </div>Notes was <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">13.50%</div> per annum and the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2016 </div>Notes had a maturity date of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 15, 2017. </div>In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017, </div>the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2016 </div>Notes purchased by Foris were exchanged for shares of preferred stock and warrants to purchase common stock, as described below, and in connection with such exchange the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2016 </div>Notes purchased by Foris were canceled and the agreements relating thereto (including the security interest relating thereto) were terminated. The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 2016 </div>Notes purchased by Ginkgo were repaid in full at maturity in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017, </div>and the agreements relating thereto (including the security interest relating thereto) were terminated.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Salisbury Note</div></div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 2016, </div>in connection with the Company’s purchase of a manufacturing facility in Leland, North Carolina and related assets (or the Glycotech Assets), the Company issued a purchase money promissory note in the principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3.5</div> million (or the Salisbury Note) in favor of Salisbury Partners, LLC. The Salisbury Note (i) bore interest at a rate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5%</div> per year, (ii) had a term of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">13</div> years, (iii) was payable in equal monthly installments of principal and interest beginning on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> January 1, 2017 (</div>which payments would be subject to a penalty of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5%</div> if delinquent more than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5</div> days) and (iv) was secured by a purchase money lien on the Glycotech Assets. In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> January 2017, </div>the Salisbury Note was repaid with proceeds from the Nikko Note (as defined below) and the agreements relating thereto (including the security interest relating thereto) were terminated.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Nikko Note</div></div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 2016, </div>in connection with the Company’s formation of its cosmetics joint venture (or the Aprinnova JV) with Nikko Chemicals Co., Ltd. (or Nikko), an existing commercial partner of the Company, and Nippon Surfactant Industries Co., Ltd., an affiliate of Nikko, as discussed in Note <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7,</div> “Joint Venture and Noncontrolling Interests,” Nikko made a loan to the Company in the principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3.9</div> million, and the Company in consideration therefor issued a promissory note (or the Nikko Note) to Nikko in an equal principal amount. The proceeds of the Nikko Note were used to satisfy the Company’s remaining liabilities relating to the Company’s purchase of the Glycotech Assets, including liabilities under the Salisbury Note. The Nikko Note (i) bears interest at a rate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5%</div> per year, (ii) has a term of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">13</div> years, (iii) is payable in equal monthly installments of principal and interest beginning on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> January 1, 2017 (</div>which payments are subject to a penalty of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5%</div> if delinquent more than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5</div> days) and (iv) is collateralized by a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div>-priority lien on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10%</div> of the Aprinnova JV interests owned by the Company. In addition to the payments under the Nikko Note set forth in the preceding sentence, the Company is required to (i) repay <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$400,000</div> of the Nikko Note in equal monthly installments of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$100,000</div> on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> January 1, 2017, </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 1, 2017, </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> March 1, 2017 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 1, 2017 </div>and (ii) commencing with the distributions from the Aprinnova JV to its members relating to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">fourth</div> fiscal year of the Aprinnova JV and continuing for each fiscal year thereafter until the Nikko Note is fully repaid, repay the Nikko Note in an amount equal to the profits, if any, distributed to the Company by the Aprinnova JV. The Nikko Note <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>be prepaid in full or in part at any time without penalty or premium.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div></div><div><div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Future minimum payments under the debt agreements as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div> are as follows (in thousands):</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse;"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: left; padding-left: 10pt; text-indent: -10pt">Years ending December 31:</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Related Party Convertible Debt</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Convertible Debt</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Loans <br />Payable</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Related Party Loans Payable</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Credit Facility</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Total</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 34%; font-size: 10pt; padding-left: 10pt; text-align: left; text-indent: -10pt">2017 (remaining six months)</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 8%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">558</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 8%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,123</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 8%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,426</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 8%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,487</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 8%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,480</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 8%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">12,074</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">2018</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">20,448</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">8,636</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,268</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">33,696</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">68,048</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">2019</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">34,913</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">68,097</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,665</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,577</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">108,252</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">2020</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,559</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,500</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,059</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">2021</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,451</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">27,396</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">29,847</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt; padding-left: 10pt; text-align: left; text-indent: -10pt">Thereafter</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,057</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,057</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">Total future minimum payments</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">55,919</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">80,856</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">18,426</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,487</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">69,649</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">227,337</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt; padding-left: 10pt; text-indent: -10pt">Less: amount representing interest<div style="display: inline; bottom:.33em; font-size: 82%; position: relative; vertical-align: baseline;">(1)</div></td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(11,421</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(26,385</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(3,834</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(487</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(19,893</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(62,020</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">Present value of minimum debt payments</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">44,498</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">54,471</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14,592</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,000</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">49,756</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">165,317</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt; padding-left: 10pt; text-indent: -10pt">Less: current portion</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(3,700</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(1,517</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(5,186</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(2,000</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(882</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(13,285</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt; text-indent: -10pt">Noncurrent portion of debt</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">40,798</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">52,954</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">9,406</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">48,874</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">152,032</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> </table> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; margin: 0pt 0"><div style="display: inline; font-size: 9pt">(<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1</div>) includes debt discount & issuance cost associated with related party & non-related party debt which will accrete to interest expense under the effective interest method over the term of the debt.</div></div> <div style=" font-size: 10pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;"></div></div></div></div><div><div style=" font-size: 10pt; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Bill & Melinda Gates Foundation Investment (Mezzanine Equity)</div></div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 10, 2016, </div>the Company issued and sold <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">292,398</div> shares of common stock at a purchase price per share equal to approximately <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$17.10</div> to the Bill & Melinda Gates Foundation (or the Gates Foundation) in a private placement, resulting in aggregate proceeds to the Company of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$5.0</div> million (or the Gates Foundation Investment). In connection with the Gates Foundation Investment, the Company and the Gates Foundation entered into a Charitable Purposes Letter Agreement, pursuant to which the Company agreed to expend an aggregate amount <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> less than the amount of the Gates Foundation Investment to develop a yeast strain that produces artemisinic acid and/or amorphadiene at a low cost and to supply such artemisinic acid and amorphadiene to companies qualified to convert artemisinic acid and amorphadiene to artemisinin for inclusion in artemisinin combination therapies used to treat malaria commencing in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017.</div> If the Company defaults in its obligation to use the proceeds from the Gates Foundation Investment as set forth above or defaults under certain other commitments in the Charitable Purposes Letter Agreement, the Gates Foundation will have the right to request that the Company redeem, or facilitate the purchase by a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">third</div> party of, the Gates Foundation Investment shares then held by the Gates Foundation at a price per share equal to the greater of (i) the closing price of the Company’s common stock on the trading day prior to the redemption or purchase, as applicable, and (ii) the per share price paid by the Gates Foundation for the Gates Foundation Investment shares plus a compounded annual return of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10%.</div> As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017, </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$5.0</div> million of the funding received was classified as mezzanine equity. The Company continues to meet its obligation to use the proceeds as set forth above and believes it will continue to do so. The probability of default is low resulting in the equity instrument <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> being adjusted to its redemption amount.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 22pt; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Financing Transactions</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 8, 2017 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 31, 2017, </div>the Company entered into separate Securities Purchase Agreements (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Purchase Agreements) with certain investors for the issuance and sale of an aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">22,140</div> shares of the Company’s Series A <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">17.38%</div> Convertible Preferred Stock, par value <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.0001</div> per share (or the Series A Preferred Stock), <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">70,904</div> shares of the Company’s Series B <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">17.38%</div> Convertible Preferred Stock, par value <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.0001</div> per share (or the Series B Preferred Stock and, together with the Series A Preferred Stock, the Preferred Stock), which Preferred Stock is convertible into the Company’s common stock, par value <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.0001</div> per share as described below, and Cash Warrants (as defined below) to purchase an aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14,768,380</div> shares of common stock and Dilution Warrants (as defined below) (or, collectively, the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants, and the shares of common stock issuable upon exercise of the Warrants, the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrant Shares) (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Offerings).</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Offerings closed on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 11, 2017 (</div>or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 11 </div>Offering) and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 31, 2017, </div>respectively. The net proceeds to the Company from the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Offerings were <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$50.2</div> million after payment of offering expenses and placement agent fees. The Series A Preferred Stock and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants relating thereto were sold to the purchasers thereof in exchange for aggregate cash consideration of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$22,140,000,</div> and the Series B Preferred Stock and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants relating thereto were sold to the purchasers thereof in exchange for (i) aggregate cash consideration of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$30,700,000</div> and (ii) the cancellation of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$40.2</div> million of outstanding indebtedness and including accrued interest thereon, owed by the Company to such purchasers, of which <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$33.1</div> million was from related parties, as further described below.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Purchase Agreements include customary representations, warranties and covenants of the parties. In addition, pursuant to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Purchase Agreements, the Company, subject to certain exceptions, including the issuance of the Second Tranche Securities (as defined below), (i) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities convertible into or exercisable or exchangeable for common stock until <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July 31, 2017 </div>and (ii) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> enter into an agreement to effect any issuance by the Company involving a variable rate transaction until <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">one</div> year from the closing of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 11 </div>Offering.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"></div></div><div><div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Series A Preferred Stock (Permanent Equity)</div></div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Each share of Series A Preferred Stock has a stated value of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1,000</div> and is convertible at any time, at the option of the holder, into common stock at conversion price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$17.25</div> per share (or the Preferred Stock Conversion Rate). The Preferred Stock Conversion Rate is subject to adjustment in the event of any dividends or distributions of common stock, or any stock split, reverse stock split, recapitalization, reorganization or similar transaction. If <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> previously converted at the option of the holder, each share of Series A Preferred Stock will be automatically converted, without any further action by the holder, on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 9, 2017, </div>the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">90th</div> day following the date that the Stockholder Approval (as defined below) was obtained and effected.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Dividends, at a rate per year equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">17.38%</div> of the stated value of the Series A Preferred Stock, will be payable semi-annually from the issuance of the Series A Preferred Stock until the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">tenth</div> anniversary of the date of issuance, on each <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 15 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 15, </div>beginning <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 15, 2017, </div>on a cumulative basis, at the Company’s option, in cash, out of any funds legally available for the payment of dividends, or, subject to the satisfaction of certain conditions, in Common Stock at the Preferred Stock Conversion Rate, or a combination thereof. In addition, upon the conversion of the Series A Preferred Stock prior to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">tenth</div> anniversary of the date of issuance, the holders of the Series Preferred A Stock shall be entitled to a payment equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1,738</div> per <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1,000</div> of stated value of the Series A Preferred Stock, less the amount of all prior semi-annual dividends paid on such converted Series A Preferred Stock prior to the relevant conversion date (the Preferred Stock Make-Whole Payment), at the Company’s option, in cash, out of any funds legally available for the payment of dividends, or, subject to the satisfaction of certain conditions, in Common Stock at the Preferred Stock Conversion Rate, or a combination thereof. If the Company elects to pay any dividend in the form of cash, it shall provide each holder with notice of such election <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> later than the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> day of the month of prior to the applicable dividend payment date.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Unless and until converted into common stock in accordance with its terms, the Series A Preferred Stock has <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> voting rights, other than as required by law or with respect to matters specifically affecting the Series A Preferred Stock.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In the event of a fundamental transaction, the holders of the Series A Preferred Stock will have the right to receive the consideration receivable as a result of such fundamental transaction by a holder of the number of shares of Common Stock for which the Series A Preferred Stock is convertible immediately prior to such fundamental transaction (without regard to whether such Series A Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of Common Stock.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series A Preferred Stock shall be entitled to receive out of the assets of the Company the same amount that a holder of Common Stock would receive if the Series A Preferred Stock were fully converted to Common Stock immediately prior to such liquidation, dissolution or winding-up (without regard to whether such Series A Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of Common Stock.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Notwithstanding the foregoing, the holders (other than the Designated Holder (as defined below)) will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> have the right to convert any Series A Preferred Stock, and the Company shall <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> effect any conversion of the Series A Preferred Stock, if the holder, together with its affiliates, would beneficially own in excess of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4.99%</div> (or such other percentage as determined by the holder and notified to the Company in writing, <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> to exceed <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">9.99%,</div> provided that any increase of such percentage will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> be effective until <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">61</div> days after notice thereof) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of such Series A Preferred Stock (or the Beneficial Ownership Limitation).</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Series A Preferred Stock were offered and sold pursuant to a prospectus filed with the SEC on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 9, 2015 </div>and a prospectus supplement dated <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 8, 2017, </div>in connection with a takedown from the Company’s effective shelf registration statement on Form S-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3</div> (File <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">No.</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">333</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">203216</div>) declared effective by the SEC on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> April 15, 2015.</div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 8, 2017, </div>the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series A <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">17.38%</div> Convertible Preferred Stock with the Secretary of State of Delaware.</div> <div style=" font-size: 10pt; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Series A preferred stock has been classified as permanent equity, as the Company controls all actions or events required to settle the Optional and Mandatory Conversion feature in shares. The make whole payment was determined to be an embedded derivative requiring bifurcation and separate recognition as a derivative liability recognized at its fair value as of the issuance date with subsequent changes in fair value recorded in earnings until the Series A preferred stock is converted into common stock and the make whole payment is paid or until the make whole payment is paid through declared dividends or cash. The Series A preferred stock also contains a beneficial conversion feature which has been recognized up to the amount of proceeds allocated to the preferred stock (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.6</div> million). Subsequent to the recognition of the beneficial conversion feature, the net proceeds allocated to the Series A preferred stock was <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.0</div> million.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">As of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017, </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">18,840</div> shares of Series A preferred stock had converted into common stock, resulting in the recognition of a gain in the change in fair value of derivative liabilities of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$9.4</div> million.</div> <div style=" font-size: 10pt; margin: 0pt 0"></div></div><div><div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Series B Preferred Stock (Mezzanine Equity)</div></div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Series B Preferred Stock has substantially identical terms to the Series A Preferred Stock (as described above), except that the issuance of the shares of common stock issuable upon conversion of the Series B Preferred Stock or as payment of dividends or the Make-Whole Payment on the Series B Preferred Stock (or the Series B Conversion Shares) was initially subject to the Stockholder Approval (as defined below).</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Series B Preferred Stock was accounted for as Mezzanine equity as the embedded conversion options are <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> able to be settled in shares under circumstances within the Company’s control.</div> <div style=" font-size: 10pt; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The investors of the Series B Preferred Stock included related parties affiliated with certain members of the Company’s Board of Directors (or the Affiliated Investors). Foris exchanged an aggregate principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$27.0</div> million of indebtedness, plus accrued interest thereon, issued to Foris by the Company on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 12, 2016, </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 24, 2016 </div>and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 21, 2016, </div>as described above, for <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30,728.589</div> shares of Series B Preferred Stock and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,877,386</div> shares of Common Stock. Naxyris exchanged an aggregate principal amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$2.0</div> million of indebtedness, plus accrued interest thereon, issued to Naxyris by the Company on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 15, 2016, </div>as described above, for <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,333.216</div> shares of Series B Preferred Stock and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">370,404</div> shares of common stock. The fair value of the Series B preferred stock, embedded make whole payment and related warrants exceeded the carrying value of the related party debt and accrued interest exchanged by <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$8.6</div> million which has been recorded as a reduction to Additional Paid in Capital and considered a deemed dividend, increasing net loss attributable to Amyris, Inc. common stockholders.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Certain investors of the Series B Preferred Stock included holders of certain of the Company’s existing indebtedness, including the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes and the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes. These investors exchanged all or a portion of their holding of such indebtedness, including accrued interest thereon, representing an aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3.4</div> million of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$3.7</div> million of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144A</div> Notes, for Series B Preferred Stock and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Offering. Upon the closing of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 11 </div>Offering, such indebtedness was canceled and the agreements relating thereto, including any note purchase agreements or unsecured or secured promissory notes (including any security interest relating thereto), were terminated, except to the extent such investors or other investors retain a portion of such indebtedness. The fair value of the Series B preferred stock, embedded make whole payment and related warrants exceeded the carrying value of the debt and accrued interest exchanged by <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1.9</div> million which has been recognized as a loss on extinguishment of debt in other income (expense).</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The remaining Series B preferred stock was purchased in exchange for cash proceeds of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$30.7</div> million. The Series B preferred stock issued to the Designated Holder contains a contingent beneficial conversion feature that will be recognized when Stockholder Approval has been obtained and the conversion is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> longer contingent. The conversion feature (the right to negotiate the Second Tranche Funding Option) is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> a separate unit of account requiring bifurcation.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">A derivative liability has been recognized at fair value on the date of issuance for the make whole payment in the amount of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$34.7</div> million. Changes in the fair value of this derivative from the date of issuance through <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017 </div>have been recorded in earnings. Issuance costs of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.8</div> million have been recognized in Sales, General and Administrative expenses.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0; text-align: justify">Pursuant to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Purchase Agreements, the Company issued to each investor (i) a warrant, with an exercise price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$7.80</div> per share as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017, </div>to purchase a number of shares of Common Stock equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">50%</div> of the shares of common stock into which such investor’s shares of Preferred Stock were initially convertible (including shares of common stock issuable as payment of the Make-Whole Payment, assuming that the Make-Whole Payment is made in common stock), representing warrants to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7,384,190</div> shares of common stock in the aggregate for all investors and (ii) a warrant, with an exercise price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$9.30</div> per share as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017, </div>to purchase an equal number of shares of common stock, representing warrants to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7,384,190</div> shares of common stock in the aggregate for all investors (or, collectively, the Cash Warrants). The exercise price of the Cash Warrants is subject to standard adjustments as well as full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div>-year period following the issuance of such Cash Warrants at a per share price (including any conversion or exercise price, if applicable) less than the then-current exercise price of the Cash Warrants, subject to certain exceptions.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0; text-align: justify">In addition, the Company issued to each investor a warrant, with an exercise price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.0015</div> per share as of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 30, 2017 (</div>or, collectively, the Dilution Warrants), to purchase a number of shares of common stock sufficient to provide the investor with full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div>-year period following the issuance of the Dilution Warrants at a per share price (including any conversion or exercise price, if applicable) less than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$6.30</div> per share, the effective per share price paid by the investors for the shares of common stock issuable upon conversion of the Preferred Stock purchased by the investors in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Offerings (including shares of common stock issuable as payment of dividends or the Make-Whole Payment, assuming that all such dividends and the Make-Whole Payment are made in common stock), subject to certain exceptions.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"></div><div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The exercise of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants was subject to the Stockholder Approval (as defined below). The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants each have a term of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">five</div> years from the date such warrants are initially exercisable. The exercise of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants is subject to the Beneficial Ownership Limitation.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Cash Warrants are freestanding financial instruments that are accounted for as derivative liabilities and recognized at their fair value on the date of issuance of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$39.5</div> million. Subsequent changes to their fair value will be recorded in earnings until the warrants are exercised or expire in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2022.</div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The full-ratchet anti-dilution protection of the Cash Warrants are also freestanding financial instruments that have been accounted for as derivative liabilities and recognized at their fair value on the date of issuance of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$4.4</div> million. Subsequent changes to their fair value will be recorded in earnings until they are exercised or expire in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2020.</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 22pt; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Stockholder Approval</div></div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Pursuant to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Purchase Agreements, the Company agreed to solicit from the Company’s stockholders (i) any approval for the transactions contemplated by the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Purchase Agreement required by the rules and regulations of the NASDAQ Stock Market, including without limitation the issuance of shares of common stock upon conversion of the Series B Preferred Stock and upon exercise of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants (or the NASDAQ Approval) and (ii) approval to effect a reverse stock split of the common stock (together with the NASDAQ Approval, collectively, the Stockholder Approval) at an annual or special meeting of stockholders to be held on or prior to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July 10, 2017, </div>and to use commercially reasonable efforts to secure the Stockholder Approval. The Stockholder Approval was obtained on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> July 7, 2017.</div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Registration Rights</div></div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Pursuant to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Purchase Agreements, within <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">30</div> calendar days of the date of the Stockholder Approval, the Company has agreed to file a registration statement on Form S-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3</div> (or other appropriate form if the Company is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> then S-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3</div> eligible) providing for the resale by the investors of the Series B Conversion Shares and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrant Shares. The Company has also agreed to use commercially reasonable efforts to cause such registration statement to become effective within <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">181</div> days following the Closing and commercially reasonable efforts to keep such registration statement effective at all times until (i) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> Investor owns any Series B Conversion Shares or <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrant Shares or (ii) the Series B Conversion Shares and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrant Shares are eligible for resale under Rule <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">144</div> without regard to volume limitations. On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August [4], 2017, </div>the Company filed a registration statement on Form S-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3</div> with the SEC to register the Series B Conversion Shares and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrant Shares for resale by the investors in accordance with the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Purchase Agreements.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;">Stockholder Agreement</div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In connection with the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Purchase Agreements, on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 11, 2017, </div>the Company and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">one</div> of the investors, DSM International B.V. (or the Designated Holder), a subsidiary of Koninklijke DSM N.V., entered into a Stockholder Agreement (or the Stockholder Agreement) setting forth certain rights and obligations of the Designated Holder and the Company. The Designated Holder purchased <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">25,000</div> shares of Series B Preferred Stock, Cash Warrants for the purchase of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,968,116</div> shares of Common Stock and Dilution Warrants in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Offering in exchange for aggregate cash consideration of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$25,000,000.</div> Pursuant to the Stockholder Agreement, the Designated Holder has the right to designate <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">one</div> director selected by the Designated Holder (or a Designated Holder Director), subject to certain restrictions, to the Company’s Board of Directors (or the Board). The Company agreed to appoint the Designated Holder Director, such appointment occurring on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 18, 2017, </div>and to use reasonable efforts, consistent with the Board’s fiduciary duties, to cause the Designated Holder Director to be re-nominated in the future; provided, that the Designated Holder will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> longer have the right to designate any Designated Holder Director at such time as the Designated Holder holds less than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4.5%</div> of the Company’s outstanding common stock. In addition, for as long as there is a Designated Holder Director serving on the Board, the Company agreed <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> to engage in certain commercial or financial transactions or arrangements without the consent of any then-serving Designated Holder Director. The Company also agreed to provide the Designated Holder with certain exclusive negotiating rights in connection with certain future commercial projects and arrangements, whereby the Designated Holder will have a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">60</div>-day negotiation period with respect to any such projects, as well as a right to use a portion of the Company’s manufacturing capacity for toll manufacturing of the Designated Holder’s products, subject to certain conditions, including, with respect to the toll manufacturing option, that the Designated Holder provide the Company with a minimum annual level of cash funding in connection with commercial activity between the Company and the Designated Holder, beginning in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2018.</div> The Designated Holder will have the right to purchase additional shares of capital stock of the Company in connection with a sale of equity or equity-linked securities by the Company in a capital raising transaction for cash, subject to certain exceptions, to maintain its proportionate ownership percentage in the Company. In connection with the Stockholder Agreement, the Company and the Designated Holder entered into licenses granted by the Company to the Designated Holder with respect to certain Company intellectual property useful in the Designated Holder’s business (or the License Agreements), which licenses will become effective upon the occurrence of certain events specified therein.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"></div><div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Pursuant to the Stockholder Agreement, the Designated Holder agreed <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> to sell or transfer any of the shares of Series B Preferred Stock or <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants purchased by the Designated Holder in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Offerings, any Second Tranche Securities (as defined below), or any shares of common stock issuable upon conversion or exercise thereof (or the Transfer Restricted Shares), other than to its affiliates, without the consent of the Company during the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">one</div>-year period following the entry into the Stockholder Agreement. Thereafter, the Designated Holder will have the right to sell or transfer the Transfer Restricted Shares to any <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">third</div> party, other than a competitor of the Company or any controlled affiliate of a competitor of the Company; provided, that the Company will have a customary right of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> offer with respect to any such sale or transfer other than to affiliates of the Designated Holder. In addition, the Designated Holder agreed that, other than in connection with the purchase, conversion or exercise of (i) the Series B Preferred Stock or <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants purchased by the Designated Holder pursuant to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Purchase Agreement or (ii) the Second Tranche Securities (as defined below) in accordance with their terms or the exercise of its pre-emptive rights, until <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> months after there is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> Designated Holder Director on the Board, the Designated Holder will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not,</div> without the prior consent of the Board, among other things, purchase any Common Stock, any options or other rights to acquire Common Stock or any indebtedness of the Company, or make any public offer to acquire common stock, options or other rights to acquire common stock or indebtedness of the Company, that would result in the Designated Holder and its affiliates beneficially owning more than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">33%</div> of the Company’s outstanding voting securities at the time of acquisition (assuming the exercise or conversion, whether then exercisable or convertible, of any shares of Series B Preferred Stock, <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Warrants or Second Tranche Securities beneficially owned by the Designated Holder and/or its affiliates), join in any solicitation of proxies for any matter <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> previously approved by the Board, or join any “group” (as such term is defined in Section <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">13</div>(d)(<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3</div>) of the Securities Exchange Act of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1934</div>) with respect to any of the foregoing.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Pursuant to the Stockholder Agreement, the Company and the Designated Holder agreed to negotiate in good faith during the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">90</div>-day period following the entry into the Stockholder Agreement to mutually agree on certain terms and conditions upon which the Designated Holder shall purchase additional shares of Series B Preferred Stock and warrants (or the Second Tranche Securities), in an amount to be agreed by the Company and the Designated Holder, provided such amount is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> less than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$25</div> million and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> more than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$30</div> million (such amount, the Second Tranche Funding Amount) prior to the end of such <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">90</div>-day period (or the Second Tranche Funding). The Second Tranche Funding is subject to approval of the Designated Holder’s managing board. In connection with the Second Tranche Funding, the Company and the Designated Holder shall enter into an amendment to the Stockholder Agreement providing for a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">second</div> Designated Holder Director on terms to be agreed by the parties, and certain of the License Agreements will become effective. If the Second Tranche Funding occurs, the parties will thereafter negotiate in good faith regarding an agreement concerning the development of certain products in the health and nutrition field. In the event that the parties do <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> reach such agreement prior to the earlier of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">90</div> days after the Second Tranche Funding or <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 31, 2017, (</div>a) the exclusive negotiating right granted to the Designated Holder in connection with certain future commercial projects and arrangements of the Company will expire, (b) on the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> anniversary of the closing of the Second Tranche Funding and each subsequent anniversary thereof, the Company will make a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$5</div> million cash payment to the Designated Holder, provided that the aggregate amount of such payments shall <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> exceed the Second Tranche Funding Amount, and (c) an intellectual property escrow agreement relating to the License Agreements, entered into by the Company and the Designated Holder upon the entry into the Stockholder Agreement, will become effective. See Note <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14,</div> “Subsequent Events”, for more details regarding the Second Tranche Funding.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"></div></div><div><div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Series C Preferred Stock</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;">Exchange</div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In connection with the transactions contemplated by the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Purchase Agreements, on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 8, 2017, </div>the Company entered into a Security Holder Agreement with Foris and Naxyris. Pursuant to the Security Holder Agreement, Foris and Naxyris agreed to exchange (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Exchange) their outstanding shares of common stock, representing a total of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,394,706</div> shares, for <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">20,921</div> shares of the Company’s Series C Convertible Preferred Stock, par value <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.0001</div> per share (or the Series C Preferred Stock). In addition, pursuant to the Security Holder Agreement, Foris and Naxyris agreed to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> convert any of their outstanding convertible promissory notes, warrants or any other equity-linked securities of the Company until the Stockholder Approval. The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017 </div>Exchange was consummated on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 11, 2017.</div></div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Each share of Series C Preferred Stock has a stated value of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1,000</div> and automatically converts into common stock, at a conversion price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$15</div> per share (or the Series C Conversion Rate), upon the approval by the Company’s stockholders and implementation of the reverse stock split. The Series C Conversion Rate is subject to adjustment in the event of any dividends or distributions of the common stock, or any stock split, reverse stock split, recapitalization, reorganization or similar transaction.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Series C Preferred Stock is entitled to participate with the common stock on an as-converted basis with respect to any dividends or other distributions to holders of common stock.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Series C Preferred Stock shall vote together as <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">one</div> class with the common stock on an as-converted basis, and shall also vote with respect to matters specifically affecting the Series C Preferred Stock.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In the event of a fundamental transaction, the holders of the Series C Preferred Stock will have the right to receive the consideration receivable as a result of such fundamental transaction by a holder of the number of shares of common stock for which the Series C Preferred Stock is convertible immediately prior to such fundamental transaction (without regard to whether such Series C Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of common stock.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series C Preferred stock shall be entitled to receive out of the assets of the Company an amount equal to the greater of (i) the par value of each share of Series C Preferred Stock, plus any accrued and unpaid dividends or other amounts due on such Series C Preferred Stock, prior to any distribution or payment to the holders of common stock or (ii) the amount that a holder would receive if the Series C Preferred Stock were fully converted to common stock immediately prior to such liquidation, dissolution or winding-up (without regard to whether such Series C Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of Common Stock.</div> <div style=" font-size: 10pt; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The shares of Series C Preferred Stock automatically converted to common stock on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June 6, 2017 </div>as a result of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">15:1</div> reverse stock split becoming effective. The Company accounted for the Series C Preferred Stock as a non-monetary transaction that had <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> impact on the interim financial statements.</div> </div></div>

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<div style="display: inline; font-family: times new roman; font-size: 10pt"><div style=" font-size: 10pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">9.</div> Goodwill and Intangible Assets</div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The following table presents the components of the Company's intangible assets (in thousands):</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse;"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; text-align: center"> </td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid"> </td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">June 30, 2017</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="11" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2016</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Useful Life in Years</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Gross Carrying Amount</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated Amortization</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Net Carrying Value</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Gross Carrying Amount</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Accumulated Amortization</td> <td style="font-size: 10pt; font-weight: bold; border-bottom: Black 1pt solid"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Net Carrying Value</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 44%; font-size: 10pt; text-align: left; padding-left: 3pt">In-process research and development</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: center"> </td> <td style="width: 5%; font-size: 10pt; text-align: center"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"><div style="display: inline; font-size: 10pt">Indefinite</div></div></td> <td style="width: 1%; font-size: 10pt; text-align: center"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 5%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">8,560</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 5%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(8,560</div></td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 5%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 5%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">8,560</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 5%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(8,560</div></td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 5%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-left: 3pt">Acquired licenses and permits</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: center"> </td> <td style="font-size: 10pt; text-align: center"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2</div></td> <td style="font-size: 10pt; text-align: center"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">772</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(772</div></td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">772</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(772</div></td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt; padding-left: 3pt">Goodwill</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center"> </td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"><div style="display: inline; font-size: 10pt">Indefinite</div></div></td> <td style="padding-bottom: 1pt; font-size: 10pt; text-align: center"> </td> <td style="font-size: 10pt; border-bottom: Black 1pt solid"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">560</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; border-bottom: Black 1pt solid"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; border-bottom: Black 1pt solid"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">560</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">560</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; border-bottom: Black 1pt solid"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; border-bottom: Black 1pt solid"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">560</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: center"> </td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: center"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> </div></td> <td style="padding-bottom: 2.25pt; font-size: 10pt; text-align: center"> </td> <td style="font-size: 10pt; border-bottom: Black 2.25pt double"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">9,892</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; border-bottom: Black 2.25pt double"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(9,332</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; border-bottom: Black 2.25pt double"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">560</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">9,892</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; border-bottom: Black 2.25pt double"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(9,332</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; border-bottom: Black 2.25pt double"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">560</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> </table> </div> <div style=" font-size: 10pt; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The Company has a single reportable segment. Consequently, all of the Company's goodwill is attributable to that single reportable segment.</div></div>

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<div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div style="display: inline; font-family: times new roman; font-size: 10pt"><div><div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;">Recent Accounting Pronouncements</div></div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 12pt; margin: 0pt 0"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic;"> </div></div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0; text-indent: 0.5in"><div style="display: inline; font-style: italic;"><div style="display: inline; text-decoration: underline;">Revenue Recognition</div></div> In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014,</div> the Financial Accounting Standards Board (FASB) issued ASU <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2014</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">09,</div> which creates ASC Topic <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">606</div><div style="display: inline; font-style: italic;">, Revenue from Contracts with Customers</div> and supersedes ASC Topic <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">605,</div> <div style="display: inline; font-style: italic;">Revenue Recognition</div>. The new standard, which along with amendments issued in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2015</div> and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016,</div> will supersede nearly all current U.S. GAAP guidance on this topic and will eliminate industry-specific guidance. The underlying principle is to recognize revenue when promised goods or services are transferred to customers, in an amount that reflects the consideration that is expected to be received for those goods or services. This accounting standard update, as amended, will be effective for the Company beginning in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> quarter of fiscal <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2018.</div> The new revenue standard <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption ("modified retrospective basis"). The Company plans to adopt this accounting standard update in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> quarter of fiscal <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2018.</div> The Company is in the process of reviewing its revenue arrangements and the anticipated effect the new standard will have on the consolidated financial statements, accounting policies, processes and system requirements. The timing of revenue recognition <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>change in amounts that have <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> yet been determined. In addition, the Company expects additional revenue-related disclosures.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; margin: 0pt 0; text-indent: 0.5in"><div style="display: inline; font-style: italic;"><div style="display: inline; text-decoration: underline;">Financial Instruments</div></div> In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> January 2016, </div>the FASB issued ASU <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">01,</div> <div style="display: inline; font-style: italic;">Financial Instruments-Overall (Subtopic <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">825</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10</div>): Recognition and Measurement of Financial Assets and Financial Liabilities</div>, which changes the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The accounting standard update will be effective for the Company beginning in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> quarter of fiscal <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2018.</div> The Company expects ASU <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">01</div> to impact the extent of its disclosures of financial instruments, particularly in relation to fair value disclosures, but otherwise does <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> expect this accounting standard update to significantly impact the Consolidated Financial Statements.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;"><div style="display: inline; text-decoration: underline;">Leases</div></div> In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2016, </div>the FASB issued ASU <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">02,</div> <div style="display: inline; font-style: italic;">Leases (Topic <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">842</div>),</div> with fundamental changes as to how entities account for leases. Lessees will need to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Additional disclosures for leases will also be required. The accounting standard update will be effective for the Company beginning in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> quarter of fiscal <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2019</div> using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The Company is in the initial stages of evaluating the impact of the new standard on its accounting policies, processes and system requirements.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0; text-indent: 0.5in"><div style="display: inline; font-style: italic;"><div style="display: inline; text-decoration: underline;">Credit Losses of Financial Instruments </div></div>In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> June </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016,</div> the FASB issued ASU <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">13,</div> <div style="display: inline; font-style: italic;">Financial Instruments-Credit Losses (Topic <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">326</div>): Measurement of Credit Losses on Financial Instruments</div>, which requires measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">13</div> replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The accounting standard update will be effective for the Company beginning in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> quarter of fiscal <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2020</div> on a modified retrospective basis. The Company is in the initial stages of evaluating the impact of the new standard on its accounting policies and processes.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0; text-indent: 0.5in"></div> </div>   <div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0; text-indent: 0.5in"><div style="display: inline; font-style: italic;"><div style="display: inline; text-decoration: underline;">Classification of Cash Flow Elements</div></div> In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2016, </div>the FASB issued ASU <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">15,</div> <div style="display: inline; font-style: italic;">Statement of Cash Flows (Topic <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">230</div>): Classification of Certain Cash Receipts and Cash Payments,</div> which affects the classification of certain cash receipts and cash payments on the statement of cash flows. The accounting standard update will be effective for the Company beginning in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> quarter of fiscal <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2018</div> on a retrospective basis. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Statements of Cash Flows.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0; text-indent: 0.5in"><div style="display: inline; font-style: italic;"><div style="display: inline; text-decoration: underline;">Restricted Cash in Statement of Cash Flows</div></div> In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> November 2016, </div>the FASB issued ASU <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">18,</div> <div style="display: inline; font-style: italic;">Statement of Cash Flows (Topic <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">230</div>)-Restricted Cash,</div> which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The accounting standard update will be effective for the Company beginning in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> quarter of fiscal <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2018</div> using a retrospective transition method to each period presented. Upon adoption, ASU <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2016</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">18</div> will result in a change in the presentation of restricted cash in the statement of cash flows.</div> <div style=" font-size: 10pt; margin: 0pt 0"> </div> <div style=" font-size: 10pt; margin: 0pt 0"></div>   <div style=" font-size: 10pt; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0; text-indent: 0.5in"><div style="display: inline; font-style: italic;"><div style="display: inline; text-decoration: underline;">Derecognition of Nonfinancial Assets</div></div> In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> February 2017, </div>the FASB issued ASU <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">05,</div> <div style="display: inline; font-style: italic;">Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">610</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">20</div>): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets,</div> which requires entities to apply certain recognition and measurement principles in ASC <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">606</div> when they derecognize nonfinancial assets and in substance nonfinancial assets, and the counterparty is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> a customer. The guidance applies to the Company's: (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1</div>) contracts to transfer to a noncustomer a nonfinancial asset or group of nonfinancial assets, or an ownership interest in a consolidated subsidiary that is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> a business or nonprofit activity; and (<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2</div>) contributions of nonfinancial assets that are <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> a business to a joint venture or other noncontrolled investee. The accounting standard update will be effective for the Company beginning in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> quarter of fiscal <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2018</div> on either a full or modified retrospective basis. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.</div> <div style=" font-size: 10pt; margin: 0pt 0"><div style="display: inline; font-style: italic;"> </div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0; text-indent: 0.5in"><div style="display: inline; font-style: italic;"><div style="display: inline; text-decoration: underline;">When Changes to Share-based Payment Awards Must Be Accounted for as Modifications</div></div> In <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 2017, </div>the FASB issued ASU <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2017</div>-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">09,</div> <div style="display: inline; font-style: italic;">Compensation—Stock Compensation (Topic <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">718</div>): Scope of Modification Accounting, </div>which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The accounting standard update will allow companies to make certain changes to awards without accounting for them as modifications. It does <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> change the accounting for modifications. The accounting standard update will be effective for the Company beginning in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> quarter of fiscal <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2018</div> on a prospective basis. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.</div> </div></div></div></div></div></div></div></div>

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<div style="display: inline; font-family: times new roman; font-size: 10pt"><table cellpadding="0" cellspacing="0" style="border-collapse: collapse;"> <tr style="vertical-align: bottom"> <td nowrap="nowrap" style="font-size: 10pt"><div style="display: inline; font-weight: bold;"> </div></td> <td style="font-size: 10pt; padding-bottom: 1pt"><div style="display: inline; font-weight: bold;"> </div></td> <td nowrap="nowrap" colspan="7" style="font-size: 10pt; text-align: center; border-bottom: Black 1pt solid"><div style="display: inline; font-weight: bold;">Three Months Ended June 30,</div></td> <td style="font-size: 10pt; padding-bottom: 1pt"><div style="display: inline; font-weight: bold;"> </div></td> <td nowrap="nowrap" colspan="7" style="font-size: 10pt; text-align: center; border-bottom: Black 1pt solid"><div style="display: inline; font-weight: bold;">Six Months Ended June 30,</div></td> </tr> <tr style="vertical-align: bottom"> <td nowrap="nowrap" style="font-size: 10pt"><div style="display: inline; font-weight: bold;"> </div></td> <td style="font-size: 10pt; padding-bottom: 1pt"><div style="display: inline; font-weight: bold;"> </div></td> <td nowrap="nowrap" colspan="3" style="font-size: 10pt; text-align: center; border-bottom: Black 1pt solid"><div style="display: inline; font-weight: bold;">2017</div></td> <td style="font-size: 10pt; padding-bottom: 1pt"><div style="display: inline; font-weight: bold;"> </div></td> <td nowrap="nowrap" colspan="3" style="font-size: 10pt; text-align: center; border-bottom: Black 1pt solid"><div style="display: inline; font-weight: bold;">2016</div></td> <td style="font-size: 10pt; padding-bottom: 1pt"><div style="display: inline; font-weight: bold;"> </div></td> <td nowrap="nowrap" colspan="3" style="font-size: 10pt; text-align: center; border-bottom: Black 1pt solid"><div style="display: inline; font-weight: bold;">2017</div></td> <td style="font-size: 10pt; padding-bottom: 1pt"><div style="display: inline; font-weight: bold;"> </div></td> <td nowrap="nowrap" colspan="3" style="font-size: 10pt; text-align: center; border-bottom: Black 1pt solid"><div style="display: inline; font-weight: bold;">2016</div></td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 40%; font-size: 10pt; text-align: left">Period-end stock options to purchase common stock</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">997,275</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">948,603</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">997,275</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">948,603</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Convertible promissory notes (1)</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6,270,734</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,489,743</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6,270,734</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,489,743</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Period-end common stock warrants</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">16,871,700</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">193,429</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">16,871,700</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">193,429</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Period-end restricted stock units</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">666,336</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">520,602</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">666,336</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">520,602</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt">Total</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">24,806,045</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6,152,377</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">24,806,045</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">6,152,377</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> </table></div>

<div style="display: inline; font-family: times new roman; font-size: 10pt"><table cellpadding="0" cellspacing="0" style="border-collapse: collapse;"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt; text-align: left; padding-left: 10pt; text-indent: -10pt">Years ending December 31:</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Related Party Convertible Debt</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Convertible Debt</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Loans <br />Payable</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Related Party Loans Payable</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Credit Facility</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Total</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 34%; font-size: 10pt; padding-left: 10pt; text-align: left; text-indent: -10pt">2017 (remaining six months)</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 8%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">558</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 8%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,123</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 8%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,426</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 8%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,487</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 8%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,480</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 8%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">12,074</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">2018</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">20,448</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">8,636</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,268</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">33,696</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">68,048</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">2019</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">34,913</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">68,097</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,665</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,577</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">108,252</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">2020</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,559</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,500</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,059</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">2021</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,451</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">27,396</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">29,847</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 1pt; padding-left: 10pt; text-align: left; text-indent: -10pt">Thereafter</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,057</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,057</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">Total future minimum payments</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">55,919</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">80,856</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">18,426</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,487</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">69,649</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">227,337</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt; padding-left: 10pt; text-indent: -10pt">Less: amount representing interest<div style="display: inline; bottom:.33em; font-size: 82%; position: relative; vertical-align: baseline;">(1)</div></td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(11,421</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(26,385</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(3,834</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(487</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(19,893</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(62,020</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-left: 10pt; text-indent: -10pt">Present value of minimum debt payments</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">44,498</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">54,471</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14,592</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,000</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">49,756</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">165,317</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt; padding-left: 10pt; text-indent: -10pt">Less: current portion</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(3,700</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(1,517</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(5,186</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(2,000</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(882</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(13,285</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt; text-indent: -10pt">Noncurrent portion of debt</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">40,798</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">52,954</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">9,406</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">48,874</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">152,032</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> </table></div>

<div style="display: inline; font-family: times new roman; font-size: 10pt"><table cellpadding="0" cellspacing="0" align="center" style="border-collapse: collapse;"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" nowrap="nowrap" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">June 30, 2017</td> <td nowrap="nowrap" style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" nowrap="nowrap" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">December 31, 2016</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 70%; font-size: 10pt; text-align: left">Senior secured loan facility</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">27,999</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">27,658</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">BNDES credit facility</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">577</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,172</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">FINEP credit facility</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">534</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">696</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Guanfu credit facility</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">20,645</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">19,564</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Total credit facilities</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">49,755</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">49,090</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Convertible notes</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">54,471</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">78,981</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left">Loans payable</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14,592</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">26,527</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Related party convertible notes</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">44,499</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">42,754</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Related party loan payable</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,000</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">29,691</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left">Total debt</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">165,317</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">227,043</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt">Less: current portion</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(13,285</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(59,155</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt">Long-term debt, net of current portion</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">152,032</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">167,888</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 2.25pt">Mezzanine equity</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt">Contingently redeemable common stock</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,000</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,000</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 10pt">Convertible preferred stock</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">12,830</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> </table></div>

<div style="display: inline; font-family: times new roman; font-size: 10pt"><table cellpadding="0" cellspacing="0" style="border-collapse: collapse;"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Three Months Ended June 30,</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="7" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Six Months Ended June 30,</td> </tr> <tr style="vertical-align: bottom"> <td style="font-size: 10pt; text-align: center"> </td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2017</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2016</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2017</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">2016</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-style: italic; text-indent: -10pt; padding-left: 10pt">Numerator:</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 48%; font-size: 10pt; text-align: left; text-indent: -10pt; padding-left: 10pt">Net income (loss)</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 10%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">620</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 10%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(13,566</div></td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 10%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(36,751</div></td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 10%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(28,874</div></td> <td style="width: 1%; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; text-indent: -10pt; padding-left: 10pt">Less deemed dividend (capital distribution to related parties)</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(8,648</div></td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(8,648</div></td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: -10pt; padding-left: 10pt">Less deemed dividend related to beneficial conversion feature on Series A preferred stock</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(562</div></td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(562</div></td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt; text-indent: -10pt; padding-left: 10pt">Less cumulative dividends on Series A and Series B preferred stock</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(1,675</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(1,675</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: -10pt; padding-left: 10pt">Net loss attributable to Amyris, Inc. common stockholders, basic</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(10,265</div></td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(13,566</div></td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(47,636</div></td> <td style="font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(28,874</div></td> <td style="font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; text-indent: -10pt; padding-left: 10pt">Interest on convertible debt</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,591</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,501</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: -10pt; padding-left: 10pt">Accretion of debt discount</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,846</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,479</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt; text-indent: -10pt; padding-left: 10pt">Loss (gain) from change in fair value of derivative instruments</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(19,116</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(37,803</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; text-indent: -10pt; padding-left: 10pt">Net loss attributable to Amyris, Inc. common stockholders, diluted</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(10,265</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(29,245</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(47,636</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(59,697</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-indent: -10pt; padding-left: 10pt"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; font-style: italic; text-indent: -10pt; padding-left: 10pt">Denominator:</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; text-indent: -10pt; padding-left: 10pt">Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">23,155,874</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14,874,135</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">21,226,013</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14,426,247</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; padding-bottom: 2.25pt; text-indent: -10pt; padding-left: 10pt">Basic loss per share</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(0.44</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(0.91</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(2.24</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(2.00</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-indent: -10pt; padding-left: 10pt"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; text-indent: -10pt; padding-left: 10pt">Weighted-average shares of common stock outstanding</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">23,155,874</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14,874,135</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">21,226,013</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14,426,247</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; text-indent: -10pt; padding-left: 10pt">Effect of dilutive convertible promissory notes</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,652,275</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,827,714</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; text-indent: -10pt; padding-left: 10pt">Weighted-average common stock equivalents used in computing net loss per share of common stock, diluted</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">23,155,874</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">17,526,410</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">21,226,013</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">17,253,961</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 2.25pt; text-indent: -10pt; padding-left: 10pt">Diluted loss per share</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(0.44</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(1.67</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(2.24</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">(3.46</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">)</td> </tr> </table></div>

<div style="display: inline; font-family: times new roman; font-size: 10pt"><table style="border-collapse: collapse;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Level 1</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Level 2</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Level 3</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Balance as of<br /> June 30, 2017</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-left: 3pt">Financial Assets</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 40%; font-size: 10pt; text-align: left; padding-left: 3pt">Money market funds</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,078</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,078</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt; padding-left: 3pt">Certificates of deposit</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,371</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,371</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 21pt">Total financial assets</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10,449</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10,449</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-left: 3pt">Financial Liabilities</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-left: 3pt">Compound embedded derivative liability</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left">$</td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left">$</td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left">$</td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">56,222</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left">$</td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">56,222</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt; padding-left: 3pt">Currency interest rate swap derivative liability</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,384</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,384</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 21pt">Total financial liabilities</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">58,606</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">58,606</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> </table></div><div style="display: inline; font-family: times new roman; font-size: 10pt"><table cellpadding="0" cellspacing="0" style="border-collapse: collapse;"> <tr style="vertical-align: bottom"> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Level 1</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Level 2</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Level 3</td> <td style="font-size: 10pt; font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="3" style="font-size: 10pt; font-weight: bold; text-align: center; border-bottom: Black 1pt solid">Balance as of<br /> December 31, 2016</td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-left: 3pt">Financial Assets</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 40%; font-size: 10pt; text-align: left; padding-left: 3pt">Money market funds</td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,549</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> <td style="width: 1%; font-size: 10pt"> </td> <td style="width: 1%; font-size: 10pt; text-align: left">$</td> <td style="width: 12%; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,549</div></td> <td style="width: 1%; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; padding-bottom: 1pt; padding-left: 3pt">Certificates of deposit</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,373</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1,373</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 21pt">Total financial assets</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,922</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,922</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; font-weight: bold; text-align: left; padding-left: 3pt">Financial Liabilities</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; text-align: right"> </td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-left: 3pt">Compound embedded derivative liability</td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left">$</td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left">$</td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left">$</td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,135</div></td> <td style="font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt"> </td> <td style="font-size: 10pt; text-align: left">$</td> <td style="font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4,135</div></td> <td style="font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="font-size: 10pt; text-align: left; padding-bottom: 1pt; padding-left: 3pt">Currency interest rate swap derivative liability</td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,343</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,343</div></td> <td style="border-bottom: Black 1pt solid; font-size: 10pt; text-align: left"> </td> </tr> <tr style="vertical-align: bottom; background-color: White"> <td style="font-size: 10pt; text-align: left; padding-bottom: 2.25pt; padding-left: 21pt">Total financial liabilities</td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">—</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7,478</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> <td style="font-size: 10pt; padding-bottom: 2.25pt"> </td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left">$</td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: right"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">7,478</div></td> <td style="border-bottom: Black 2.25pt double; font-size: 10pt; text-align: left"> </td> </tr> </table></div>

15949000

11408000

28799000

23674000

2684000

3840000

35871

13.76

354117

6.74

454923

666336

17.48

11.20

P1Y233D

106833

22.33

0.857

0.725

0.857

0.725

0.0182

0.014

0.0182

0.014

539738

76.14

70182

192569

440000

875021

997275

55.20

47.87

310000

895140

51.99

4.20

27.03

6.94

17.10

3.18

4.95

0.73

P5Y138D

P6Y58D

P5Y138D

P6Y58D

P5Y131D

P7Y3D

P6Y277D

4.26

13742019

15227894

18273921

74204

25272420

1556000

1374000

15122

16759

292398

25000

2826711

12958

2826711

12958

64305

79841

134

133

123000

69000

1300000

-201000

-391000

-200283000

-184445000

-199346000

-183508000

21000

926216000

-47198000

-1037104000

-391000

-158456000

22000

949803000

-37917000

-1065978000

-114000

-154184000

5000000

2000

990895000

-40904000

-1134438000

937000

5000000

3000

1012906000

-42003000

-1171189000

937000

5000000

12830000

<div style="display: inline; font-family: times new roman; font-size: 10pt"><div style=" font-size: 10pt; text-align: justify; margin: 0pt"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">14.</div> Subsequent Events</div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"><div style="display: inline; font-weight: bold;"> </div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 27pt; margin: 0pt 0"><div style="display: inline; font-style: italic;"><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Financing Transactions</div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;">DSM Purchase Agreement</div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2, 2017, </div>the Company entered into a Securities Purchase Agreement (or the DSM Purchase Agreement) with DSM for the issuance and sale of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">25,000</div> shares of Series B Preferred Stock and an <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Cash Warrant (as defined below) to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,968,116</div> shares of Common Stock and an <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Dilution Warrant (as defined below) (or, collectively, the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Warrants and the shares of common stock issuable upon exercise of the DSM Warrants, the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Warrant Shares) in a private placement pursuant to the exemption from registration under Section <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4</div>(a)(<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2</div>) of the Securities Act and Regulation D promulgated under the Securities Act (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Offering).</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 7, 2017, </div>the Company and DSM closed the issuance and sale of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">25,000</div> shares of Series B Preferred Stock and the DSM Warrants (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Closing), resulting in net proceeds to the Company of approximately <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$24.8</div> million after payment of offering expenses. In addition, on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 7, 2017, </div>the Company and DSM entered into the Amended and Restated Stockholder Agreement (as defined below) and certain of the License Agreements became effective. The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Offering represented the “Second Tranche Funding” described above in Note <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,</div> “Debt and Mezzanine Equity.”</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The DSM Purchase Agreement includes customary representations, warranties and covenants of the parties. In addition, the Company, subject to certain exceptions, (i) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock until <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> October 31, 2017, (</div>ii) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> enter into an agreement to effect any issuance by the Company involving a variable rate transaction until <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 11, 2018 </div>and (iii) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> issue any shares of common stock or securities convertible into or exercisable or exchangeable for common stock at a price below the Dilution Floor (as defined below) without DSM’s consent.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;">DSM Warrants</div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">At the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Closing, the Company issued to DSM a warrant, with an exercise price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$6.30</div> per share, to purchase <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3,968,116</div> shares of common stock (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Cash Warrant). The exercise price of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Cash Warrant is subject to standard adjustments as well as full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div>-year period following the DSM Closing (or the DSM Dilution Period) at a per share price (including any conversion or exercise price, if applicable) less than the then-current exercise price of the DSM Cash Warrant, subject to certain exceptions.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In addition, at the DSM Closing, the Company issued to DSM a warrant, with an exercise price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.0001</div> per share (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Dilution Warrant), to purchase a number of shares of common stock sufficient to provide DSM with full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the DSM Dilution Period at a per share price (including any conversion or exercise price, if applicable) less than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$6.30</div> per share, the effective per share price paid by DSM for the shares of common stock issuable upon conversion of the Series B Preferred Stock purchased by DSM in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Offering (including shares of common stock issuable as payment of dividends or the Make-Whole Payment, assuming that all such dividends and the Make-Whole Payment are made in Common Stock), subject to certain exceptions and subject to a price floor of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.10</div> per share (or the Dilution Floor).</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div>  <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The effectiveness of the anti-dilution adjustment provision of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Cash Warrant and the exercise of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Dilution Warrant will be subject to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Offerings Stockholder Approval (as defined below). The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Warrants will each have a term of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">five</div> years from the date the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Warrants are initially exercisable.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Warrants were issued in a private placement pursuant to the exemption from registration under Section <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4</div>(a)(<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2</div>) of the Securities Act and Regulation D promulgated under the Securities Act.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;">Registration</div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Pursuant to the DSM Purchase Agreement, the Company on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 4, 2017 </div>filed a registration statement on Form S-<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3</div> providing for the resale by DSM of the shares of common stock issuable upon conversion of the Series B Preferred Stock issued in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Offering, and the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Warrant Shares.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;">Amended and Restated Stockholder Agreement</div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In connection with the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Closing, the Company and DSM entered into an amendment to the stockholder agreement dated <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> May 11, 2017 </div>between the Company and DSM (or the Amended and Restated Stockholder Agreement) providing, among other things, that DSM will have the right to designate <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">two</div> directors selected by DSM (or the DSM Directors), subject to certain restrictions, to the Board. The Company will agree to appoint the DSM Directors and to use reasonable efforts, consistent with the Board’s fiduciary duties, to cause the DSM Directors to be re-nominated in the future; provided, that (i) DSM will only have the right to designate <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">one</div> DSM Director at such time as DSM beneficially owns less than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">10%</div> of the Company’s outstanding voting securities and (ii) DSM will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> longer have the right to designate any DSM Director at such time as DSM beneficially owns less than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4.5%</div> of the Company’s outstanding voting securities. The Amended and Restated Stockholder Agreement also provides that the Series B Conversion Shares and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Warrant Shares will (i) be entitled to the registration rights provided for in the Stockholder Agreement and (ii) be subject to the transfer restrictions set forth in the Stockholder Agreement.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Following the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Closing, the parties will negotiate in good faith regarding an agreement concerning the development of certain products in the health and nutrition field and, in the event that the parties do <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> reach such agreement prior to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">90</div> days after the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Closing, (a) certain exclusive negotiating rights granted to DSM in connection with the entry into the Stockholder Agreement will expire, (b) on the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> anniversary of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Closing and each subsequent anniversary thereof, the Company will make a <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$5</div> million cash payment to DSM, provided that the aggregate amount of such payments shall <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> exceed <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$25</div> million, and (c) an intellectual property escrow agreement relating to the License Agreements, entered into by the Company and DSM in connection with the entry into the Stockholder Agreement, will become effective.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;">Vivo Purchase Agreement</div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2, 2017, </div>the Company entered into a Securities Purchase Agreement (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Purchase Agreement and, together with the DSM Purchase Agreement, the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Purchase Agreements) with affiliates of Vivo Capital LLC (or, together with its affiliates, Vivo) for the issuance and sale of an aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,826,711</div> shares of common stock at a price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$4.26</div> per share, an aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">12,958</div> shares of the Company’s Series D Convertible Preferred Stock, par value <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.0001</div> per share (or the Series D Preferred Stock), which Series D Preferred Stock is convertible into common stock as described below, and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Cash Warrants (as defined below) to purchase an aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,575,118</div> shares of common stock and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Dilution Warrants (as defined below) (or, collectively, the Vivo Warrants and the shares of common stock issuable upon exercise of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Warrants, the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Warrant Shares) in a private placement pursuant to the exemption from registration under Section <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4</div>(a)(<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2</div>) of the Securities Act and Regulation D promulgated under the Securities Act (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Offering).</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div>  <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 3, 2017, </div>the Company and Vivo closed the issuance and sale of an aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2,826,711</div> shares of Common Stock, an aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">12,958</div> shares of Series D Preferred Stock and the Vivo Warrants (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Closing), resulting in net proceeds to the Company of approximately <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$24.8</div> million after payment of offering expenses. In addition, on <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 3, 2017, </div>the Company and Vivo entered into the Vivo Stockholder Agreement (as defined below).</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Purchase Agreement includes customary representations, warranties and covenants of the parties. In addition, pursuant to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Purchase Agreement, the Company, subject to certain exceptions, <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> issue any shares of common stock or securities convertible into or exercisable or exchangeable for common stock at a price below the Dilution Floor without Vivo’s consent.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;">Series D Preferred Stock</div></div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Each share of Series D Preferred Stock has a stated value of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$1,000</div> and, subject to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Offering Beneficial Ownership Limitation (as defined below), is convertible at any time, at the option of Vivo, into common stock (such shares, the Series D Conversion Shares) at a conversion price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$4.26</div> per share (or the Series D Conversion Rate). The Series D Conversion Rate is subject to adjustment in the event of any dividends or distributions of the common stock, or any stock split, reverse stock split, recapitalization, reorganization or similar transaction.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Prior to declaring any dividend or other distribution of its assets to holders of common stock, the Company shall <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> declare a dividend per share on the Series D Preferred Stock equal to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.0001</div> per share. In addition, the Series D Preferred Stock will be entitled to participate with the Common Stock on an as-converted basis with respect to any dividends or other distributions to holders of common stock.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Unless and until converted into common stock in accordance with its terms, the Series D Preferred Stock has <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> voting rights, other than as required by law or with respect to matters specifically affecting the Series D Preferred Stock.</div> <div style=" font-size: 10pt; text-align: justify; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In the event of a Fundamental Transaction, the holders of the Series D Preferred Stock will have the right to receive the consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of common stock for which the Series D Preferred Stock is convertible immediately prior to such Fundamental Transaction (without regard to whether such Series D Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of common stock. A Fundamental Transaction is defined in the Certificate of Designation of Preferences, Rights and Limitations relating to the Series D Preferred Stock as any of the following: (i) merger with or consolidation into another legal entity; (ii) sale, lease, license, assignment, transfer or other disposition of all or substantially all of the Company’s assets in <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">one</div> or a series of related transactions; (iii) purchase offer, tender offer or exchange offer of the Company’s common stock pursuant to which holders of the Company’s common stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">50%</div> or more of the outstanding common stock; (iv) reclassification, reorganization or recapitalization of the Company’s stock; or (v) stock or share purchase agreement that results in another party acquiring more than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">50%</div> of the Company’s outstanding shares of common stock.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series D Preferred Stock shall be entitled to receive out of the assets of the Company the same amount that a holder of Common Stock would receive if the Series D Preferred Stock were fully converted to common stock immediately prior to such liquidation, dissolution or winding-up (without regard to whether such Series D Preferred Stock is convertible at such time) , which amount shall be paid pari passu with all holders of common stock.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Notwithstanding the foregoing, the holders will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> have the right to convert any Series D Preferred Stock, and the Company shall <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> effect any conversion of the Series D Preferred Stock, if the holder, together with its affiliates, would beneficially own in excess of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">9.99%</div> of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Series D Preferred Stock (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Offering Beneficial Ownership Limitation). The holders <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>waive the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Offering Beneficial Ownership Limitation upon notice to the Company, provided that such waiver (i) will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> be effective until the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">61st</div> day after such notice is delivered to the Company, (ii) shall only apply to such holder and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> other holder and (iii) will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> be effective to the extent such waiver would require the prior approval of the Company’s stockholders, unless such approval has been obtained.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div>  <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">On <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 3, 2017, </div>the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock with the Secretary of State of Delaware.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;">Vivo Warrants</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">At the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Closing, the Company issued to Vivo warrants, each with an exercise price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$6.39</div> per share, to purchase an aggregate of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">5,575,118</div> shares of common stock (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Cash Warrants). The exercise price of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Cash Warrants is subject to standard adjustments as well as full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div>-year period following the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August </div>Vivo Closing (or the Vivo Dilution Period) at a per share price (including any conversion or exercise price, if applicable) less than the then-current exercise price of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Cash Warrants, subject to certain exceptions.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In addition, at the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Closing the Company issued to Vivo warrants, with an exercise price of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$0.0001</div> per share (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Dilution Warrants), to purchase a number of shares of common stock sufficient to provide Vivo with full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the Vivo Dilution Period at a per share price (including any conversion or exercise price, if applicable) less than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">$4.26</div> per share, subject to certain exceptions and subject to the Dilution Floor.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The effectiveness of the anti-dilution adjustment provisions of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Cash Warrants and the exercise of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Dilution Warrants will be subject to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Offerings Stockholder Approval. The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Warrants will each have a term of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">five</div> years from the date the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Warrants are initially exercisable. In addition, the exercise of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Warrants will be subject to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Offering Beneficial Ownership Limitation.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">The <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Warrants were issued in a private placement pursuant to the exemption from registration under Section <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4</div>(a)(<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2</div>) of the Securities Act and Regulation D promulgated under the Securities Act.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-style: italic;">Vivo Stockholder Agreement</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In connection with the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Closing, the Company and Vivo entered into a Stockholder Agreement (or the Vivo Stockholder Agreement) that sets forth certain rights and obligations of Vivo and the Company. Pursuant to the Vivo Stockholder Agreement, Vivo will have the right to designate <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">one</div> director selected by Vivo (or the Vivo Director), subject to certain restrictions, to the Board. The Company agreed to appoint the Vivo Director and to use reasonable efforts, consistent with the Board’s fiduciary duties, to cause the Vivo Director to be re-nominated in the future; provided, that Vivo will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> longer have the right to designate any Vivo Director at such time as Vivo beneficially owns less than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4.5%</div> of the Company’s outstanding voting securities. In addition, for so long as Vivo beneficially owns at least <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">4.5%</div> of the Company’s outstanding voting securities, a representative of Vivo shall be entitled to attend all Board meetings in a nonvoting observer capacity and to receive copies of all materials that the Company provides to its directors, at the same time and in the same manner, subject to certain exceptions. Furthermore, Vivo will have the right to purchase additional shares of capital stock of the Company in connection with a sale of equity or equity-linked securities by the Company in a capital raising transaction for cash, subject to certain exceptions, to maintain its proportionate ownership percentage in the Company (or the Vivo Pre-Emptive Rights).</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Pursuant to the Vivo Stockholder Agreement, Vivo will agree <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> to sell or transfer any of the shares of common stock, Series D Preferred Stock or <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Warrants purchased by Vivo in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Offering, or any shares of common stock issuable upon conversion or exercise thereof (the Vivo Transfer Restricted Shares), other than to its affiliates, without the consent of the Company during the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">one</div>-year period following the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Closing. Thereafter, Vivo will have the right to sell or transfer the Vivo Transfer Restricted Shares to any <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">third</div> party, other than a competitor of the Company or any controlled affiliate of a competitor of the Company; provided, that the Company will have a limited right of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> offer with respect to any such sale or transfer other than to affiliates of Vivo. In addition, Vivo will agree that, other than in connection with the purchase, conversion or exercise of (i) the Series D Preferred Stock or <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Warrants or (ii) the exercise of Vivo Pre-Emptive Rights, until the later of (i) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> years from the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Closing and (ii) <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> months after there is <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> Vivo Director on the Board, Vivo will <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not,</div> without the prior consent of the Board, among other things, purchase any common stock, any options or other rights to acquire common stock or any indebtedness of the Company, or make any public offer to acquire common stock, options or other rights to acquire common stock or indebtedness of the Company, that would result in Vivo and its affiliates beneficially owning more than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">33%</div> of the Company’s outstanding voting securities at the time of acquisition (assuming the exercise or conversion, whether then exercisable or convertible, of any shares of Series D Preferred Stock or <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Warrants beneficially owned by Vivo and/or its affiliates), join in any solicitation of proxies for any matter <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> previously approved by the Board, or join any “group” (as such term is defined in Section <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">13</div>(d)(<div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">3</div>) of the Securities Exchange Act of <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">1934</div>) with respect to any of the foregoing.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div>  <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">In addition, the Company has agreed to register, via <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">one</div> or more registration filed with the SEC under the Securities Act, the shares of common stock purchased in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Offering, as well as the Series D Conversion Shares and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Warrant Shares. Under the terms of the Vivo Stockholder Agreement, the Company is required to use its reasonable efforts to prepare and file such registration statement as soon as practicable and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> later than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> November 7, 2017, </div>and to use its reasonable best efforts to cause the registration statement to be declared effective by the SEC as soon as practicable and <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> later than <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> December 22, 2017. </div>In addition, Vivo <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>request that up to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">three</div> of such registrations provide for an underwritten offering of such shares. In addition, if the Company registers any of its securities for public sale under the Securities Act, Vivo will have the right to include their shares in the registration statement, subject to certain exceptions. The managing underwriter of any underwritten offering will have the right to limit, due to marketing reasons, the number of shares registered by Vivo to <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">25%</div> of the total shares covered by the registration statement. The Company will agree to pay all expenses incurred in connection with the exercise of such demand and piggyback registration rights, except for legal costs of Vivo, stock transfer taxes and underwriting discounts and commissions.</div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"><div style="display: inline; font-weight: bold;">Stockholder Approval</div></div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0"> </div> <div style=" font-size: 10pt; text-align: justify; text-indent: 0.5in; margin: 0pt 0">Pursuant to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Purchase Agreements, the Company has agreed to solicit from the Company’s stockholders such approval as <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div>be required by the applicable rules and regulations of the NASDAQ Stock Market with respect to the anti-dilution provisions of the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Warrants and the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Warrants (or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Offerings Stockholder Approval) at an annual or special meeting of stockholders to be held on or prior to the date of the Company’s <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2018</div> annual meeting of stockholders, and to use commercially reasonable efforts to secure the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Offerings Stockholder Approval. DSM and Vivo <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may, </div>at their option, upon at least <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">90</div> days’ prior written notice, require the Company to hold a stockholder meeting prior to the Company’s <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">2018</div> annual meeting of stockholders. Pursuant to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Purchase Agreements, if the Company does <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> obtain the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Offerings Stockholder Approval at the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">first</div> stockholder meeting, the Company will call a stockholder meeting every <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">four</div> months thereafter to seek the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Offerings Stockholder Approval until the earlier of the date the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Offerings Stockholder Approval is obtained or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Warrants and the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Warrants are <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">no</div> longer outstanding. In addition, pursuant to the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Purchase Agreements, until the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Offerings Stockholder Approval has been obtained and deemed effective, the Company <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> may </div><div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;">not</div> issue any shares of common stock or securities convertible into or exercisable or exchangeable for common stock if such issuance would have triggered the anti-dilution adjustment provisions in the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>DSM Warrants or the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Vivo Warrants (if the <div style="display: inline; font-style: italic; font-weight: inherit; font-style: normal;"> August 2017 </div>Offerings Stockholder Approval had been obtained prior to such issuance) without the prior written consent of DSM and Vivo, respectively.</div></div>

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Document And Entity Information - shares
6 Months Ended

Jun. 30, 2017

Aug. 11, 2017

Document Information [Line Items]

Entity Registrant Name AMYRIS, INC.

Entity Central Index Key 0001365916

Trading Symbol amrs

Current Fiscal Year End Date --12-31

Entity Filer Category Smaller Reporting Company

Entity Current Reporting Status Yes

Entity Voluntary Filers No

Entity Well-known Seasoned Issuer No

Entity Common Stock, Shares Outstanding (in shares) 37,606,558

Document Type 10-Q

Document Period End Date Jun. 30, 2017

Document Fiscal Year Focus 2017

Document Fiscal Period Focus Q2

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XML 30 R2.htm IDEA: XBRL DOCUMENT v3.7.0.1

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands

Jun. 30, 2017

Dec. 31, 2016

Assets

Cash and cash equivalents $ 5,078 $ 27,150

Restricted cash 3,815 4,326

Short-term investments 1,556 1,374

Accounts receivable, net of allowance of $501 and $478, respectively 15,958 13,105

Related party accounts receivable, net of allowance of $23 and $23, respectively 1,431 872

Inventories 5,729 6,213

Prepaid expenses and other current assets 7,440 6,083

Total current assets 41,007 59,123

Property, plant and equipment, net 49,303 53,735

Restricted cash, non-current 958 957

Equity and loans in affiliates 94 34

Other assets 20,783 15,464

Goodwill and intangible assets 560 560

Total assets 112,705 129,873

Liabilities, Mezzanine Equity and Stockholders' Deficit

Accounts payable 14,657 15,315

Deferred revenue 5,001 5,288

Accrued and other current liabilities 29,275 29,188

Capital lease obligation, current portion 598 922

Debt, current portion 7,954 25,853

Related party debt, current portion 5,331 33,302

Total current liabilities 62,816 109,868

Capital lease obligation, net of current portion 33 334

Long-term debt, net of current portion 111,112 128,744

Related party debt, net of current portion 40,920 39,144

Deferred rent, net of current portion 8,445 8,906

Deferred revenue, net of current portion 6,650 6,650

Derivative liabilities 58,606 6,894

Other liabilities 5,639 7,841

Total liabilities 294,221 308,381

Commitments and contingencies (Note 6)

Stockholders’ deficit:

Preferred Stock - $0.0001 par value, 5,000,000 and 5,000,000 shares authorized as of June 30, 2017 and December 31, 2016, respectively, and 3,330 and 0 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively

Common stock - $0.0001 par value, 250,000,000 and 500,000,000 shares authorized as of June 30, 2017 and December 31, 2016, respectively; 25,272,420 and 18,273,921 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively 3 2

Additional paid-in capital - common stock and other 1,012,906 990,895

Accumulated other comprehensive loss (42,003) (40,904)

Accumulated deficit (1,171,189) (1,134,438)

Total Amyris, Inc. stockholders’ deficit (200,283) (184,445)

Noncontrolling interest 937 937

Total stockholders' deficit (199,346) (183,508)

Total liabilities, mezzanine equity and stockholders' deficit 112,705 129,873

Contingently Redeemable Common Stock [Member]

Liabilities, Mezzanine Equity and Stockholders' Deficit

Mezzanine Equity 5,000 5,000

Convertible Preferred Stock [Member]

Liabilities, Mezzanine Equity and Stockholders' Deficit

Mezzanine Equity $ 12,830

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Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($)
$ in Thousands

Jun. 30, 2017

Dec. 31, 2016

Allowance for doubtful accounts $ 501 $ 478

Related party accounts receivable allowace $ 23 $ 23

Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001

Preferred stock, shares authorized (in shares) 5,000,000 5,000,000

Preferred stock, shares issued (in shares) 3,330 0

Preferred stock, shares outstanding (in shares) 3,330 0

Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001

Common stock, shares authorized (in shares) 250,000,000 500,000,000

Common stock, shares issued (in shares) 25,272,420 18,273,921

Common stock, shares outstanding (in shares) 25,272,420 18,273,921

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended

Jun. 30, 2017

Jun. 30, 2016

Jun. 30, 2017

Jun. 30, 2016

Renewable product sales $ 12,729,000 $ 4,922,000 $ 21,021,000 $ 8,062,000

Grants and collaborations revenue 12,950,000 4,677,000 17,639,000 10,347,000

Total revenues 25,679,000 9,599,000 38,660,000 18,409,000

Cost and operating expenses

Cost of products sold 17,279,000 7,891,000 30,047,000 19,068,000

Research and development 14,249,000 13,176,000 28,956,000 25,082,000

Sales, general and administrative 15,949,000 11,408,000 28,799,000 23,674,000

Total cost and operating expenses 47,477,000 32,475,000 87,802,000 67,824,000

Loss from operations (21,798,000) (22,876,000) (49,142,000) (49,415,000)

Other income (expense):

Interest income 43,000 82,000 105,000 139,000

Interest expense (9,303,000) (9,704,000) (21,486,000) (18,062,000)

Gain from change in fair value of derivative instruments 35,775,000 20,934,000 38,114,000 42,612,000

Loss upon extinguishment of debt (3,624,000) (433,000) (3,528,000) (649,000)

Other expense, net (163,000) (1,431,000) (545,000) (3,246,000)

Total other income 22,728,000 9,448,000 12,660,000 20,794,000

Income (loss) before income taxes 930,000 (13,428,000) (36,482,000) (28,621,000)

Provision for income taxes (310,000) (138,000) (269,000) (253,000)

Net income (loss) attributable to Amyris, Inc. 620,000 (13,566,000) (36,751,000) (28,874,000)

Less deemed dividend (capital distribution to related parties) (8,648,000) (8,648,000)

Less deemed dividend related to beneficial conversion feature on Series A preferred stock (562,000) (562,000)

Less cumulative dividends on Series A and Series B preferred stock (1,675,000) (1,675,000)

Net loss attributable to Amyris, Inc. common stockholders $ (10,265,000) $ (13,566,000) $ (47,636,000) $ (28,874,000)

Net loss per share attributable to common stockholders:

Basic (in dollars per share) $ (0.44) $ (0.91) $ (2.24) $ (2)

Diluted (in dollars per share) $ (0.44) $ (1.67) $ (2.24) $ (3.46)

Weighted-average shares of common stock outstanding used in computing net loss per share of common stock:

Basic (in shares) 23,155,874 14,874,135 21,226,013 14,426,247

Diluted (in shares) 23,155,874 17,526,410 21,226,013 17,253,961

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$ in Thousands
3 Months Ended 6 Months Ended

Jun. 30, 2017

Jun. 30, 2016

Jun. 30, 2017

Jun. 30, 2016

Comprehensive loss:

Net loss attributable to Amyris, Inc. common stockholders $ (10,265) $ (13,566) $ (47,636) $ (28,874)

Foreign currency translation adjustment, net of tax (1,422) 4,593 (1,099) 9,281

Comprehensive loss attributable to Amyris, Inc. common stockholders $ (11,687) $ (8,973) $ (48,735) $ (19,593)

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Condensed Consolidated Statements of Stockholders' Deficit and Mezzanine Equity (Unaudited) - USD ($)
$ in Thousands

Series A Preferred Stock [Member]

Preferred Stock [Member]

Series A Preferred Stock [Member]

Common Stock [Member]

Series A Preferred Stock [Member]

Preferred Stock Including Additional Paid in Capital [Member]

Series A Preferred Stock [Member]

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Balance at Jun. 30, 2016 $ 22 $ 949,803 $ (37,917) $ (1,065,978) $ (114) $ 5,000 $ (154,184)

Balance (in shares) at Dec. 31, 2015 13,742,019

Balance at Dec. 31, 2015 $ 21 926,216 (47,198) (1,037,104) (391) (158,456)

Issuance of common stock upon conversion of debt (in shares) 547,992

Issuance of common stock upon conversion of debt $ 1 8,637 8,638

Issuance of common stock for settlement of debt principal payments (in shares) 566,049

Issuance of common stock for settlement of debt principal payments 3,289 3,289

Shares issued upon ESPP purchase 123 123

Issuance of contingently redeemable common stock (in shares) 292,398

Issuance of contingently redeemable common stock 5,000

Issuance of warrants with debt private placement 3,971 3,971

Acquisition of noncontrolling interest (323) 277 (46)

Contribution upon restructuring of Fuels JV 4,251 4,251

Issuance of common stock upon exercise of stock options, net of restricted stock (in shares) 9

Issuance of common stock upon exercise of stock options, net of restricted stock

Shares issued from restricted stock settlement (in shares) 64,305

Shares issued from restricted stock settlement (201) (201)

Shares issued upon ESPP purchase (in shares) 15,122

Stock-based compensation 3,840 3,840

Foreign currency translation adjustment, net of tax 9,281 9,281

Net loss (28,874) (28,874)

Balance (in shares) at Jun. 30, 2016 15,227,894

Issuance of Series B preferred stock upon conversion of debt, net of issuance costs of $634 (in shares) 40,204

Issuance of Series B preferred stock upon conversion of debt, net of issuance costs of $634 11,530

Balance at Jun. 30, 2017 $ 3 1,012,906 (42,003) (1,171,189) 937 5,000 12,830 (199,346)

Balance (in shares) at Dec. 31, 2016 18,273,921

Balance at Dec. 31, 2016 $ 2 990,895 (40,904) (1,134,438) 937 5,000 (183,508)

Issuance of preferred stock for cash (in shares) 22,140 30,700

Issuance of preferred stock for cash $ 1,300

Issuance of shares due to rounding from reverse stock split (in shares) 6,473

Issuance of shares due to rounding from reverse stock split

Issuance of common stock upon conversion of preferred stock (in shares) (18,840) 2,990,374

Issuance of common stock upon conversion of preferred stock

Issuance of common stock upon conversion of debt (in shares) 2,257,786

Issuance of common stock upon conversion of debt 14,154 14,154

Issuance of common stock for settlement of debt principal payments (in shares) 1,246,165

Issuance of common stock for settlement of debt principal payments $ 1 10,707 10,708

Issuance of common stock for settlement of debt interest payments 3,436 3,436

Issuance of common stock for settlement of debt interest payments (in shares) 400,967

Shares issued upon ESPP purchase 69 69

Deemed dividend upon conversion of debt into Series A and Series B preferred stock (8,648) $ (8,648)

Issuance of common stock upon exercise of stock options, net of restricted stock (in shares) 134 133

Issuance of common stock upon exercise of stock options, net of restricted stock

Shares issued from restricted stock settlement (in shares) 79,841

Shares issued from restricted stock settlement (391) (391)

Shares issued upon ESPP purchase (in shares) 16,759

Stock-based compensation 2,684 2,684

Foreign currency translation adjustment, net of tax (1,099) (1,099)

Net loss $ (36,751) $ (36,751)

Balance (in shares) at Jun. 30, 2017 74,204 25,272,420

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6 Months Ended

Jun. 30, 2017

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Jun. 30, 2016

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Loss on disposal of property, plant and equipment (161,000) (122,000)

Stock-based compensation 2,684,000 3,840,000

Amortization of debt discount and issuance costs 7,637,000 7,415,000

Receipt of equity in connection with collaboration arrangements revenue (2,660,000)

Loss upon extinguishment of debt 3,528,000 649,000

Gain from change in fair value of derivative instruments (38,115,000) (42,612,000)

Loss on foreign currency exchange rates 63,000 1,083,000

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Accounts receivable (3,723,000) (183,000)

Related party accounts receivable 214,000 587,000

Inventory 409,000 1,910,000

Prepaid expenses and other assets (4,220,000) 1,695,000

Accounts payable (1,739,000) 1,190,000

Accrued and other liabilities 8,392,000 8,132,000

Deferred revenue (838,000) 939,000

Deferred rent (449,000) (344,000)

Net cash used in operating activities (60,179,000) (38,975,000)

Investing activities

Purchase of short-term investments (3,966,000) (2,366,000)

Maturities of short-term investments 3,895,000 2,585,000

Change in restricted cash (982,000) 7,000

Purchases of property, plant and equipment, net of disposals (264,000) (400,000)

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Financing activities

Proceeds from sale of convertible preferred stock 50,661,000

Proceeds from exercises of common stock options, net of repurchase 69,000 123,000

Employees' taxes paid upon vesting of restricted stock units (110,000) (201,000)

Proceeds from issuance of contingently redeemable equity 5,000,000

Principal payments on capital leases (764,000) (506,000)

Change in restricted cash related to contingently redeemable equity 1,478,000 (5,000,000)

Proceeds from debt issued 12,455,000 9,950,000

Proceeds from debt issued to related party 25,000,000

Principal payments on debt (24,372,000) (6,573,000)

Net cash provided by financing activities 39,417,000 27,793,000

Effect of exchange rate changes on cash and cash equivalents 7,000 186,000

Net decrease in cash and cash equivalents (22,072,000) (11,170,000)

Cash and cash equivalents at beginning of period 27,150,000 11,992,000

Cash and cash equivalents at end of period 5,078,000 822,000

Cash paid for interest 4,526,000 3,735,000

Supplemental disclosures of non-cash investing and financing activities:

Acquisition of property, plant and equipment under accounts payable, accrued liabilities and notes payable (1,189,000) (521,000)

Financing of equipment 138,000 1,276,000

Financing of insurance premium under notes payable (191,000) (315,000)

Issuance of common stock for settlement of debt principal and interest payments 3,233,000 3,289,000

Issuance of convertible preferred stock upon conversion of debt 40,204,000

Issuance of common stock upon conversion of debt 28,702,000 8,638,000

Interest capitalized to debt 1,745,000 2,052,000

Non-cash investment in joint venture 600,000

Cancellation of debt and accrued interest on disposal of interest in affiliate $ 4,252,000

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Note 1 - The Company
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Nature of Operations [Text Block]
1.
The Company

Amyris, Inc. (or the Company) is a leading industrial biotechnology company that is applying its technology platform to engineer, manufacture and sell high performance products into the Health and Nutrition, Personal Care and Performance Materials markets. The Company's proven technology platform enables the Company to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive chemical manufacturing processes. The Company has successfully used its technology to develop and produce at commercial volumes
five
distinct molecules. The Company was incorporated in California on
July 17, 2003
and reincorporated in Delaware on
April 15, 2010.

The Company believes that industrial synthetic biology represents a
third
industrial revolution, bringing together biology and engineering to generate new, more sustainable materials to meet the growing global demand for bio-based replacements for petroleum, and animal- or plant-derived ingredients. The Company continues to build demand for its current portfolio of products through a sales network comprised of direct sales and distributors, and are engaged in collaborations across each of its
three
market focus areas to drive additional product sales and partnership opportunities. Via its partnership model, the Company's partners invest in the development of each molecule to bring it from the lab to commercial scale. The Company then captures long term revenue both through the production and sale of the molecule to its partners and through value sharing of the partners' product sales.

Liquidity

The Company expects to fund its operations for the foreseeable future with cash and investments currently on hand, with cash inflows from collaborations and grants, with cash contributions from product sales, and if needed, with new equity and debt financings. For the remainder of
2017
and
2018,
the Company's planned working capital needs and its planned operating and capital expenditures are dependent on significant inflows of cash from new and existing collaboration partners and from cash generated from renewable product sales.

The Company has incurred significant operating losses since its inception and expects to continue to incur losses and negative cash flows from operations into
2018.
As of
June 30, 2017,
the Company had negative working capital of
$21.8
million, an accumulated deficit of
$1.2
billion, and cash, cash equivalents and short term investments of
$6.6
million. These factors raise substantial doubt about the Company’s ability to continue as a going concern within
one
year after the date that these financial statements are issued. The financial statements do
not
include any adjustments that might result from the outcome of this uncertainty.

Our ability to continue as a going concern will depend, in large part, on our ability to achieve positive cash flows from operations during the next
12
months and extend existing debt maturities, which is uncertain. Our operating plan for the remainder of
2017
and
2018
contemplates a significant reduction in our net cash outflows, resulting from (i) revenue growth from sales of existing and new products with positive gross margins, (ii) reduced production costs as a result of manufacturing and technical developments, and (iii) cash inflows from collaborations.

If the Company is unable to continue as a going concern, it
may
be unable to meet its obligations under its existing debt facilities, which could result in an acceleration of its obligation to repay all amounts outstanding under those facilities, and it
may
be forced to liquidate its assets.

As of
June
30,

2017,
the Company's debt (including related party debt), net of deferred discount and issuance costs of
$26.0
million, totaled
$165.3
million, of which
$13.3
million is classified as current. In addition to upcoming debt maturities, the Company's debt service obligations over the next
twelve
months are significant, including
$11.2
million of anticipated cash interest payments.

Subsequent to
June 30, 2017,
the Company has issued additional common stock and convertible preferred stock for net proceeds of approximately
$50
million; see Note
14,
“Subsequent Events” for details regarding these financing transactions.

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Note 2 - Summary of Significant Accounting Policies
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Significant Accounting Policies [Text Block]
2.
Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all significant intercompany accounts and transactions eliminated in consolidation.

Unaudited Interim Financial Information

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (or U.S. GAAP) for interim financial information and Article
10
of Regulation S-
X
issued by the U.S. Securities and Exchange Commission (or the SEC). Accordingly, they do
not
include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim financial information reflects all adjustments consisting only of items of a normal recurring nature, necessary for a fair presentation of the Company’s financial position at
June 30, 2017,
the results of operations and comprehensive loss for the
three
and
six
months ended
June 30, 2017
and
2016,
the cash flows and changes in stockholders’ deficit for the
six
months ended
June 30, 2017
and
2016.
The consolidated balance sheet at
December
31,

2016
has been derived from the audited financial statements at that date, but does
not
include all of the information and footnotes required by U.S. GAAP for complete financial statements. This Form
10
-Q should be read in conjunction with the consolidated financial statements and accompanying notes contained in the Company’s Annual Report on Form
10
-K for the year ended
December
31,

2016.

Reverse Stock Split

On
June 5, 2017,
the Company effected a
1
for
15
reverse stock split of the Company’s common stock, par value
$0.0001
per share, as well as a reduction in the total number of authorized shares of common stock from
500,000,000
to
250,000,000.
The par value of the common stock was
not
adjusted as a result of the stock split. Unless otherwise noted, all common stock share quantities and per-share amounts for all periods presented in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split had occurred on the
first
day of the
first
period presented. Certain amounts in the notes to the financial statements
may
be slightly different from previously reported due to rounding of fractional shares as a result of the reverse stock split.

The par value, number of shares outstanding and number of authorized shares of preferred stock were
not
adjusted as a result of the reverse stock split.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the periods reported. Actual results could differ from these estimates, and such differences
may
be material to the financial statements.

The accompanying interim condensed consolidated financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual consolidated financial statements, except for the impact of adoption of certain accounting standards as described below, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. In the
six
months ended
June 30, 2017
the Company adopted these Accounting Standards Updates (ASUs):

• ASU
2015
-
11,
Inventory (Topic
330
): Simplifying the Measurement of Inventory

• ASU
2016
-
06,

Derivatives and Hedging (Topic
815
): Contingent Put and Call Options in Debt Instruments

• ASU
2016
-
09,

Compensation—Stock Compensation (Topic
718
): Improvements to Employee Share-Based Payment Accounting

None
of the ASUs adopted had a material impact on the Company’s condensed consolidated financial statements.

Recent Accounting Pronouncements

Revenue Recognition
In
May
2014,
the Financial Accounting Standards Board (FASB) issued ASU
2014
-
09,
which creates ASC Topic
606
, Revenue from Contracts with Customers
and supersedes ASC Topic
605,

Revenue Recognition
. The new standard, which along with amendments issued in
2015
and
2016,
will supersede nearly all current U.S. GAAP guidance on this topic and will eliminate industry-specific guidance. The underlying principle is to recognize revenue when promised goods or services are transferred to customers, in an amount that reflects the consideration that is expected to be received for those goods or services. This accounting standard update, as amended, will be effective for the Company beginning in the
first
quarter of fiscal
2018.
The new revenue standard
may
be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption ("modified retrospective basis"). The Company plans to adopt this accounting standard update in the
first
quarter of fiscal
2018.
The Company is in the process of reviewing its revenue arrangements and the anticipated effect the new standard will have on the consolidated financial statements, accounting policies, processes and system requirements. The timing of revenue recognition
may
change in amounts that have
not
yet been determined. In addition, the Company expects additional revenue-related disclosures.

Financial Instruments
In
January 2016,
the FASB issued ASU
2016
-
01,

Financial Instruments-Overall (Subtopic
825
-
10
): Recognition and Measurement of Financial Assets and Financial Liabilities
, which changes the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2018.
The Company expects ASU
2016
-
01
to impact the extent of its disclosures of financial instruments, particularly in relation to fair value disclosures, but otherwise does
not
expect this accounting standard update to significantly impact the Consolidated Financial Statements.

Leases
In
February 2016,
the FASB issued ASU
2016
-
02,

Leases (Topic
842
),
with fundamental changes as to how entities account for leases. Lessees will need to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Additional disclosures for leases will also be required. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2019
using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The Company is in the initial stages of evaluating the impact of the new standard on its accounting policies, processes and system requirements.

Credit Losses of Financial Instruments
In
June
2016,
the FASB issued ASU
2016
-
13,

Financial Instruments-Credit Losses (Topic
326
): Measurement of Credit Losses on Financial Instruments
, which requires measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU
2016
-
13
replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2020
on a modified retrospective basis. The Company is in the initial stages of evaluating the impact of the new standard on its accounting policies and processes.

Classification of Cash Flow Elements
In
August 2016,
the FASB issued ASU
2016
-
15,

Statement of Cash Flows (Topic
230
): Classification of Certain Cash Receipts and Cash Payments,
which affects the classification of certain cash receipts and cash payments on the statement of cash flows. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2018
on a retrospective basis. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Statements of Cash Flows.

Restricted Cash in Statement of Cash Flows
In
November 2016,
the FASB issued ASU
2016
-
18,

Statement of Cash Flows (Topic
230
)-Restricted Cash,
which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2018
using a retrospective transition method to each period presented. Upon adoption, ASU
2016
-
18
will result in a change in the presentation of restricted cash in the statement of cash flows.

Derecognition of Nonfinancial Assets
In
February 2017,
the FASB issued ASU
2017
-
05,

Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic
610
-
20
): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets,
which requires entities to apply certain recognition and measurement principles in ASC
606
when they derecognize nonfinancial assets and in substance nonfinancial assets, and the counterparty is
not
a customer. The guidance applies to the Company's: (
1
) contracts to transfer to a noncustomer a nonfinancial asset or group of nonfinancial assets, or an ownership interest in a consolidated subsidiary that is
not
a business or nonprofit activity; and (
2
) contributions of nonfinancial assets that are
not
a business to a joint venture or other noncontrolled investee. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2018
on either a full or modified retrospective basis. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.

When Changes to Share-based Payment Awards Must Be Accounted for as Modifications
In
May 2017,
the FASB issued ASU
2017
-
09,

Compensation—Stock Compensation (Topic
718
): Scope of Modification Accounting,
which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The accounting standard update will allow companies to make certain changes to awards without accounting for them as modifications. It does
not
change the accounting for modifications. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2018
on a prospective basis. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.

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Note 3 - Fair Value of Financial Instruments
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Financial Instruments Disclosure [Text Block]
3.
Fair Value of Financial Instruments

The inputs to the valuation techniques used to measure fair value are classified into the following categories:

Level
1:
Quoted market prices in active markets for identical assets or liabilities.

Level
2:
Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level
3:
Unobservable inputs that are
not
corroborated by market data.

There were
no
transfers between the levels, and as of
June
30,

2017,
the Company’s financial assets and financial liabilities at fair value were classified within the fair value hierarchy as follows (in thousands):

Level 1 Level 2 Level 3 Balance as of
June 30, 2017

Financial Assets

Money market funds $
5,078
$
—
$
—
$
5,078

Certificates of deposit
5,371

—

—

5,371

Total financial assets $
10,449
$
—
$
—
$
10,449

Financial Liabilities

Compound embedded derivative liability $
—
$
—
$
56,222
$
56,222

Currency interest rate swap derivative liability
—

—

2,384

2,384

Total financial liabilities $
—
$
—
$
58,606
$
58,606

As of
December
31,

2016,
the Company’s financial assets and financial liabilities at fair value were classified within the fair value hierarchy as follows (in thousands):

Level 1 Level 2 Level 3 Balance as of
December 31, 2016

Financial Assets

Money market funds $
1,549
$
—
$
—
$
1,549

Certificates of deposit
1,373

—

—

1,373

Total financial assets $
2,922
$
—
$
—
$
2,922

Financial Liabilities

Compound embedded derivative liability $
—
$
—
$
4,135
$
4,135

Currency interest rate swap derivative liability
—

—

3,343

3,343

Total financial liabilities $
—
$
—
$
7,478
$
7,478

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The fair values of money market funds and certificates of deposit are based on fair values of identical assets. The fair values of the currency interest rate swaps are based on the present value of expected future cash flows and assumptions about current interest rates and the Company's creditworthiness. The method of determining the fair value of the compound embedded derivative liabilities is described subsequently in this note. Market risk associated with the fixed and variable rate long-term loans payable, credit facilities and convertible notes relates to the potential reduction in fair value and negative impact to future earnings, from an increase in interest rates. Market risk associated with the compound embedded derivative liabilities relates to the potential reduction in fair value and negative impact to future earnings from a decrease in interest rates.

The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates, if applicable. Loans payable, credit facilities and convertible notes were recorded at carrying value, which was representative of fair value at the date of acquisition. The Company estimates the fair value of loans payable and credit facilities using market observable inputs (Level
2
) and estimates the fair value of convertible notes based on rates currently offered for instruments with similar maturities and terms (Level
3
). The loans payable, credit facilities and convertible notes at
June 30, 2017
were
$16.6
million,
$49.8
million and
$99.0
million, respectively. The fair value of the loans payable, credit facilities and convertible notes at
June 30, 2017
were
$13.4
million,
$32.6
million and
$95.8
million, respectively.

The following table provides a reconciliation of the beginning and ending balances for the compound embedded derivative liabilities measured at fair value using significant unobservable inputs (Level
3
) (in thousands):

2017

Balance at January 1 $
4,135

Gain from change in fair value of derivative liabilities (in statements of operations)
(32,210
)

Additions
93,675

Derecognition on extinguishment or conversion
(9,378
)

Balance at June 30 $
56,222

The compound embedded derivative liabilities represent the fair value of the equity cash warrants, conversion options and "make-whole" provisions of the
May 2017
Purchase Agreement (as defined below), as well as the down round conversion price adjustment or conversion rate adjustment provisions of the
May 2017
Purchase Agreement (as defined below), R&D Notes, the Temasek Funding Warrants, the Tranche I Notes, the Tranche II Notes, the
2014

144A
Notes and the
2015

144A
Notes (see Note
5,
“Debt and Mezzanine Equity”). As of
June 30, 2017
and
December
31,

2016,
included in "Derivative Liabilities" on the condensed consolidated balance sheets are compound embedded derivative liabilities of
$56.2
million and
$4.1
million, respectively.

The market-based assumptions and estimates used in applying a Monte Carlo simulation approach and Black-Scholes-Merton option value approach for valuing the compound embedded derivative liabilities include amounts in the following ranges/amounts:

June 30, 2017 May 11, 2017 December 31, 2016

Risk-free interest rate
1.29%

-

1.93%

1.93%

0.55%

-

1.31%

Risk-adjusted yields
4.50%

-

28.93%

—

12.80%

-

22.93%

Stock-price volatility
45%

-

80%

80%

45%

Probability of change in control

5%

5%

5%

Stock price

$3.18

$4.95

$0.73

Credit spread
3.15%

-

27.57%

—

11.59%

-

21.64%

Estimated conversion dates
2017

-

2022

2017

-

2022

2017

-

2019

Changes in valuation assumptions can have a significant impact on the valuation of the embedded derivative liabilities. For example, all other things being equal, a decrease/increase in the Company’s stock price, probability of change of control, credit spread, term to maturity/conversion or stock price volatility decreases/increases the valuation of the liabilities, whereas a decrease/increase in risk adjusted yields or risk-free interest rates increases/decreases the valuation of the liabilities. Certain of the Convertible Notes also include conversion price adjustment features whereby, for example, issuances of equity or equity-linked securities by the Company at prices lower than the conversion price then in effect for such notes result in a reset or adjustment of the conversion price of such notes, which increases the value of the embedded derivative liabilities. See Note
5,
"Debt and Mezzanine Equity" for further details of conversion price adjustment features.

On
April 21, 2017,
the Company received
850,115
unregistered shares of SweeGen common stock in satisfaction of Blue California’s payment obligation under the Intellectual Property License and Strain Access Agreement. The Company obtained an independent valuation of the shares which established a historical cost of
$3.2
million. The appraisal assumed, discounted cash flows at
40%,
risk free interest rate of
0.92%,

zero
dividends and equity volatility of
45%.

In
June 2012,
the Company entered into a loan agreement with Banco Pine S.A. ("Banco Pine") under which Banco Pine provided the Company with a loan ( the "Banco Pine Bridge Loan") (see Note
5,
"Debt and Mezzanine Equity"). At the time of the Banco Pine Bridge Loan, the Company also entered into a currency interest rate swap arrangement with Banco Pine with respect to the repayment of
R$22.0
million (
US$6.7
million based on the exchange rate as of
June
30,

2017
) of the Banco Pine Bridge Loan. The swap arrangement exchanges the principal and interest payments under the Banco Pine Bridge Loan for alternative principal and interest payments that are subject to adjustment based on fluctuations in the foreign exchange rate between the U.S. dollar and Brazilian real. The swap has a fixed interest rate of
3.94%.

Changes in the fair value of the compound embedded derivative liabilities are recognized in “Gain from change in fair value of derivative instruments" in the condensed consolidated statements of operations are as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Type of Derivative Contract 2017 2016 2017 2016

Compound embedded derivative liabilities $
35,814
$
19,659
$
36,315
$
40,492

Currency interest rate swaps
(39
)
1,275

1,799

2,120

Total gain from change in fair value of derivative instruments $
35,775
$
20,934
$
38,114
$
42,612

X

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Note 4 - Balance Sheet Components
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Supplemental Balance Sheet Disclosures [Text Block]
4.
Balance Sheet Components

Inventories

Inventories are stated at the lower of cost or net realizable value and are comprised of the following (in thousands):

June 30,
2017 December 31,
2016

Raw materials $
2,937
$
3,159

Work-in-process
1,379

1,848

Finished goods
1,413

1,206

Inventories $
5,729
$
6,213

Property, Plant and Equipment, net

Property, plant and equipment, net is comprised of the following (in thousands):

June 30,
2017
December 31,

2016

Machinery and equipment $
84,785
$
82,688

Leasehold improvements
38,770

38,785

Computers and software
9,619

9,585

Buildings
4,630

4,699

Furniture and office equipment
2,324

2,333

Vehicles
133

164

Land
460

460

Construction in progress
367

2,216

141,088

140,930

Less: accumulated depreciation and amortization
(91,785
)
(87,195
)

Property, plant and equipment, net $
49,303
$
53,735

Property, plant and equipment, net includes
$3.4
million and
$3.1
million of machinery and equipment under capital leases as of
June
30,

2017
and
December
31,

2016,
respectively. Accumulated amortization of assets under capital leases totaled
$0.3
million and
$0.6
million as of
June
30,

2017
and
December
31,

2016,
respectively.

Depreciation and amortization expense, including amortization of assets under capital leases was
$2.7
million and
$2.8
million for the
three
months ended
June
30,

2017
and
2016,
respectively, and
$5.4
million and
$5.7
million for the
six
months ended
June 30, 2017
and
2016,
respectively.

Other Assets (noncurrent)

Other assets are comprised of the following (in thousands):

June 30,
2017 December 31,
2016

Recoverable taxes from Brazilian government entities $
15,443
$
13,723

Cost-method investment
3,233

—

Deposits on property and equipment, including taxes
909

291

Other
1,198

1,450

Total other assets $
20,783
$
15,464

Accrued and Other Current Liabilities

Accrued and other current liabilities are comprised of the following (in thousands):

June 30,
2017 December 31,
2016

Withholding tax related to conversion of related party notes $
1,370
$
1,370

Professional services
5,943

6,876

SMA relocation accrual
3,587

3,641

Accrued interest
4,133

4,847

Tax-related liabilities
2,741

2,610

Accrued vacation
2,274

2,034

Payroll and related expenses
3,512

4,310

Deferred rent, current portion
1,122

1,111

Contractual obligations to contract manufacturers
2,698

—

Other
1,895

2,389

Total accrued and other current liabilities $
29,275
$
29,188

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Note 5 - Debt and Mezzanine Equity
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Debt Disclosure [Text Block]
5.
Debt and Mezzanine Equity

Debt and mezzanine equity are comprised of the following (in thousands):

June 30, 2017 December 31, 2016

Senior secured loan facility $
27,999
$
27,658

BNDES credit facility
577

1,172

FINEP credit facility
534

696

Guanfu credit facility
20,645

19,564

Total credit facilities
49,755

49,090

Convertible notes
54,471

78,981

Loans payable
14,592

26,527

Related party convertible notes
44,499

42,754

Related party loan payable
2,000

29,691

Total debt
165,317

227,043

Less: current portion
(13,285
)
(59,155
)

Long-term debt, net of current portion $
152,032
$
167,888

Mezzanine equity

Contingently redeemable common stock $
5,000
$
5,000

Convertible preferred stock $
12,830
$
—

Senior Secured Loan Facility

In
March 2014,
the Company entered into a Loan and Security Agreement (or the LSA) with Hercules Technology Growth Capital, Inc. (or Hercules) to make available to Amyris a secured loan facility (or the Senior Secured Loan Facility) in an initial aggregate principal amount of up to
$25.0
million. The LSA was subsequently amended in
June 2014,
March 2015
and
November 2015
to extend additional credit facilities to the Company in an aggregate amount of up to
$30,960,000,
of which
$15,960,000
was drawn by the Company, extend the maturity date of the loans, and remove, add and/or modify certain covenants and agreements under the LSA. In connection with such amendments, the Company paid aggregate fees of
$1,450,000
to Hercules.

In
June 2016,
the Company was notified by Hercules that it had transferred and assigned its rights and obligations under the Senior Secured Loan Facility to Stegodon Corporation (or Stegodon), an affiliate of Ginkgo Bioworks, Inc. (or Ginkgo), and in connection with the execution by the Company and Ginkgo of an initial strategic partnership agreement, the Company received a deferment from Stegodon of all scheduled principal repayments under the Senior Secured Loan Facility, as well as a waiver of the Minimum Cash Covenant as defined in the LSA. Refer to Note
8,
“Significant Agreements” for additional details. In
October 2016,
in connection with the execution by the Company and Ginkgo of a definitive collaboration agreement (or the Ginkgo Collaboration Agreement), the Company and Stegodon entered into a
fourth
amendment of the LSA, pursuant to which the parties agreed to (i) extend the maturity date of the Senior Secured Loan Facility, subject to the Company extending the maturity of certain of its other outstanding indebtedness (or the Extension Condition), (ii) make the Senior Secured Loan Facility interest-only until maturity, subject to the requirement that the Company apply certain monies received by it under the Ginkgo Collaboration Agreement to repay the amounts outstanding under the Senior Secured Loan Facility, up to a maximum amount of
$1
million per month and (iii) waive the Minimum Cash Covenant until the maturity date of the Senior Secured Loan Facility. On
January 11, 2017,
the maturity date of the Senior Secured Loan Facility was extended to
October 15, 2018
due to the Extension Condition being met as a result of the Fidelity Exchange (as defined below). See below under “Fidelity” for additional details. This modification of the Senior Secured Loan Facility was accounted for as a troubled debt restructuring with the future undiscounted cash flows being greater than the carrying value of the debt prior to extension.
No
gain was recorded and a new effective interest rate was established based on the carrying value of the debt and the revised cash flows. In addition, in
January 2017,
in connection with Stegodon granting certain waivers of the debt and transfer covenants under the LSA, the Company and Stegodon entered into a
fifth
amendment of the LSA, pursuant to which the Company agreed to apply additional monies received by it under the Ginkgo Collaboration Agreement towards repayment of the outstanding loans under the Senior Secured Loan Facility, up to a maximum amount of
$3
million.

As of
June 30, 2017,
$27.8
million was outstanding under the Senior Secured Loan Facility, net of deferred discount and issuance costs of
$0.6
million. The Senior Secured Loan Facility is secured by liens on the Company's assets, including on certain Company intellectual property. The Senior Secured Loan Facility includes customary events of default, including failure to pay amounts due, breaches of covenants and warranties, material adverse effect events, certain cross defaults and judgments, and insolvency. If an event of default occurs, Stegodon
may
require immediate repayment of all amounts outstanding under the Senior Secured Loan Facility.

FINEP Credit Facility

As of
June
30,

2017
and
December
31,

2016,
the total outstanding loan balance under the credit facility with Financiadora de Estudos e Projetos (or the FINEP Credit Facility) was
R$1.8
million (
US$0.5
million) and
R$2.3
million (
US$0.7
million), respectively. The Company entered into the FINEP Credit Facility to finance a research and development project on sugarcane-based biodiesel, which is guaranteed by a chattel mortgage on certain equipment of the Company. The Company's total acquisition cost for the equipment under this guarantee is
R$6.0
million (
US$1.8
million based on the exchange rate as of
June
30,

2017
).

Guanfu Credit Facility

On
October 26, 2016,
the Company and Guanfu Holding Co., Ltd. (or, together with its subsidiaries, Guanfu), an existing commercial partner of the Company, entered into a credit agreement (or the Guanfu Credit Agreement) to make available to the Company an unsecured credit facility (or the Guanfu Credit Facility) with an aggregate principal amount of up to
$25.0
million, which the Company could borrow from time to time in up to
three
closings. Upon the effectiveness of the Guanfu Credit Agreement in
November 2016,
the Company granted to Guanfu the global exclusive purchase right with respect to the Company products subject to the parties’ pre-existing commercial relationship. On
December 31, 2016,
the Company borrowed the full amount under the Guanfu Credit Facility and issued to Guanfu a note in the principal amount of
$25.0
million (or the Guanfu Note). The Guanfu Note has a term of
five
years and is accruing interest at a rate of
10%
per annum, payable quarterly beginning
March 31, 2017.
The Company
may,
at its option, repay the Guanfu Note before its maturity date, in whole or in part, at a price equal to
100%
of the amount being repaid plus accrued and unpaid interest on such amount to the date of repayment.

Upon the occurrence of certain specified events of default under the Guanfu Credit Facility, the Company will grant to Guanfu an exclusive, royalty-free, global license to certain intellectual property useful in connection with Guanfu’s existing commercial relationship with the Company. In addition, in the event the Company fails to pay interest or principal under the Guanfu Note within
ten
days of when due, the Company will also be required, subject to applicable laws and regulations, to repay the outstanding principal amount under the Guanfu Note, together with accrued and unpaid interest, in the form of shares of the Company’s common stock at a per share price equal to
90%
of the volume weighted average closing sale price of the Company’s common stock for the
90
trading days ending on and including the trading day that is
two
trading days preceding such default.

Convertible Notes

Fidelity

In
February
2012,
the Company sold
$25.0
million in aggregate principal amount of
3%
senior unsecured convertible promissory notes with a
March
1,

2017
maturity date and an initial conversion price equal to
$106.023
per share of the Company's common stock (or the Fidelity Notes) in a private placement pursuant to a securities purchase agreement between the Company and certain investment funds affiliated with FMR LLC (or the Fidelity Securities Purchase Agreement). In
October 2015,
the Company issued and sold
$57.6
million of convertible senior notes (as described below under
“2015
Rule
144A
Convertible Note Offering”) and used
$8.8
million of the proceeds therefrom to repurchase
$9.7
million aggregate principal amount of outstanding Fidelity Notes. On
December 28, 2016,
the Company entered into an Exchange Agreement (or the Fidelity Exchange Agreement) with the holders of the outstanding Fidelity Notes pursuant to which the Company and the holders agreed to exchange (or the Fidelity Exchange) all outstanding Fidelity Notes, together with accrued and unpaid interest thereon, for
$19.1
million in aggregate principal amount of additional
2015

144A
Notes (as defined below), representing an exchange ratio of approximately
1:1.25
(
i.e.
, each
$1.00
of Fidelity Notes was exchanged for approximately
$1.25
of additional
2015

144A
Notes), in a private exchange exempt from registration under the Securities Act of
1933,
as amended (or the Securities Act). The closing of the Fidelity Exchange occurred on
January 11, 2017.
At the closing, the Company issued
$19.1
million in aggregate principal amount of its
2015

144A
Notes to the holders in exchange for the cancellation of the outstanding Fidelity Notes. The Company did
not
receive any cash proceeds from the Fidelity Exchange. The exchange has been accounted for as an extinguishment of the Fidelity Notes and issuance of the additional
2015

144A
Notes. A gain of
$0.1
million was recognized in the
first
quarter to recognize the deficit of the fair value of the additional
2015

144A
Notes (including related embedded derivatives) compared to the carrying value of the Fidelity Notes at the time of extinguishment. Pursuant to the Fidelity Exchange Agreement, upon the closing of the Fidelity Exchange, the Fidelity Securities Purchase Agreement terminated. In addition, upon the closing of the Fidelity Exchange, in accordance with the terms of the
fourth
amendment to the LSA, the maturity date of all outstanding loans under the LSA was extended to
October 15, 2018.
See above under “Senior Secured Loan Facility” for details regarding the
fourth
amendment to the LSA.

2014
Rule
144A
Convertible Note Offering

In
May 2014,
the Company sold
$75.0
million aggregate in principal amount of
6.50%
Convertible Senior Notes due
2019
(or the
2014

144A
Notes) to certain qualified institutional buyers in a private placement. The net proceeds from the offering were
$72.0
million after payment of the initial purchaser’s discounts and offering expenses. Certain of the Company's affiliated entities purchased
$24.7
million in aggregate principal amount of
2014

144A
Notes (described further below under "Related Party Convertible Notes"), including
$9.7
million by Total in the form of cancellation of existing indebtedness. In
October 2015,
the Company issued
$57.6
million of convertible senior notes (as described below under
“2015
Rule
144A
Convertible Note Offering”) and used
$18.3
million of the net proceeds therefrom to repurchase
$22.9
million aggregate principal amount of outstanding
2014

144A
Notes. The
2014

144A
Notes bear interest at a rate of
6.50%
per year, payable semiannually in arrears on
May 15
and
November 15
of each year. The
2014

144A
Notes mature on
May
15,

2019,
unless earlier converted or repurchased. The
2014

144A
Notes are convertible into shares of the Company's common stock at a conversion rate of
17.8073
shares of common stock per
$1,000
principal amount of
2014

144A
Notes (subject to adjustment in certain circumstances), representing an effective initial conversion price of approximately
$56.16
per share of common stock. Refer to the “Exchange” and “Maturity Treatment Agreement” sections of this Note
5,
"Debt and Mezzanine Equity" for details of the impact of the Maturity Treatment and Exchange Agreements on the
2014

144A
Notes.

2015
Rule
144A
Convertible Note Offering

In
October 2015,
the Company sold
$57.6
million aggregate principal amount of
9.50%
Convertible Senior Notes due
2019
(or the
2015

144A
Notes) to certain qualified institutional buyers in a private placement. The net proceeds from the offering of the
2015

144A
Notes were
$54.4
million after payment of the offering expenses and placement agent fees. The Company used
$18.3
million of the net proceeds to repurchase
$22.9
million aggregate principal amount of outstanding
2014

144A
Notes and
$8.8
million to repurchase
$9.7
million aggregate principal amount of outstanding Fidelity Notes, in each case held by purchasers of the
2015

144A
Notes. The
2015

144A
Notes bear interest at a rate of
9.50%
per year, payable semiannually in arrears on
April 15
and
October 15
of each year. Interest on the
2015

144A
Notes is payable, at the Company’s option, entirely in cash or entirely in common stock. The Company elected to make the
April 15, 2016
interest payment in shares of common stock, the
October 15, 2016
interest payment in cash and the
April 15, 2017
interest payment in shares of common stock. The
2015

144A
Notes will mature on
April 15, 2019
unless earlier converted or repurchased.

The
2015

144A
Notes are convertible into shares of the Company's common stock at a conversion rate of
48.3395
shares of Common Stock per
$1,000
principal amount of
2015

144A
Notes as of
June 6, 2017,
representing an effective conversion price of approximately
$20.69
per share of common stock. Upon conversion, noteholders are entitled to receive a payment equal to the present value of the remaining scheduled payments of interest on the
2015

144A
Notes being converted through maturity (
April 15, 2019),
computed using a discount rate of
0.75%.
The Company
may
make such payment (the “Early Conversion Payment”) either in cash or in common stock, at its election subject to certain conditions, with the stock valued at
92.5%
of the simple average of the daily volume-weighted average price per share for the
10
trading days ending on and including the trading day immediately preceding the conversion date. Through
June 30, 2017,
the Company has elected to make each Early Conversion Payment in shares of common stock. In
January 2017,
the Company issued an additional
$19.1
million in aggregate principal amount of
2015

144A
Notes (or the Additional
2015

144A
Notes) in exchange for the cancellation of
$15.3
million in aggregate principal amount of outstanding Fidelity Notes. Unless and until the Company obtains stockholder approval to issue a number of shares of the Company’s common Stock in excess of the Additional
2015

144A
Notes Exchange Cap (as defined below), holders of the Additional
2015

144A
Notes will
not
have the right to receive shares of the Company’s common stock upon conversion of the Additional
2015

144A
Notes, and the Company will
not
have the right to issue shares of common stock as payment of interest on the Additional
2015

144A
Notes, including any Early Conversion Payment, if the aggregate number of shares issued with respect to the Additional
2015

144A
Notes (and any other transaction aggregated for such purpose) after giving effect to such conversion or payment, as applicable, would exceed
19.99%
of the number of shares of the Company’s common stock outstanding as of
December 28, 2016 (
or the Additional
2015

144A
Notes Exchange Cap). The Company will pay cash in lieu of any shares that would otherwise be deliverable in excess of the Additional
2015

144A
Notes Exchange Cap.

May 2016
Convertible Note Offering

In
May 2016,
the Company entered into a securities purchase agreement (or the
May 2016
Purchase Agreement) between the Company and a private investor relating to the sale of up to
$15.0
million aggregate principal amount of convertible notes (or the
May 2016
Convertible Notes).

Pursuant to the
May 2016
Purchase Agreement, the full amount of the
May 2016
Convertible Notes was issued in
three
separate closing in
May 2016,
September, 2016
and
October 2016
for net proceeds of
$14.9
million.

The
May 2016
Convertible Notes were fully repaid in
October 2016.

December 2016
and
April 2017
Convertible Note Offerings

On
December 1, 2016,
the Company entered into a securities purchase agreement (or the
December 2016
Purchase Agreement) with a private investor (or the Purchaser) and issued and sold a convertible note in principal amount
$10.0
million (or the
December 2016
Convertible Note) to the Purchaser, resulting in net proceeds to the Company of
$9.9
million. The
December 2016
Convertible Note was fully repaid in
May 2017.

On
April 13, 2017,
the Company entered into a securities purchase agreement (or the
April 2017
Purchase Agreement) with the Purchaser relating to the sale of up to an additional
$15.0
million aggregate principal amount of convertible notes (or the
April 2017
Convertible Notes). The
April 2017
Purchase Agreement provides the Purchaser with a right of
first
refusal with respect to any variable rate transaction, subject to certain exceptions, on the same terms and conditions as are offered to a
third
-party purchaser for as long as the Purchaser holds any
April 2017
Convertible Notes or shares of common stock underlying the
April 2017
Convertible Notes.

On
April 17, 2017,
the Company issued and sold an
April 2017
Convertible Note in the principal amount of
$7.0
million (or the
$7
Million Note) to the Purchaser, for proceeds to the Company of
$6.9
million. The
$7
Million Note was fully repaid in
May 2017.

On
May 2, 2017,
in connection with the Purchaser agreeing to extend the time period for certain obligations of the Company under the
April 2017
Purchase Agreement, the Company and the Purchaser entered into an Amendment Agreement (or the Amendment Agreement) with respect to the
December 2016
Purchase Agreement, the
April 2017
Purchase Agreement, the
December 2016
Convertible Note and the
April 2017
Convertible Notes (or the Amended Notes), pursuant to which the Company and the Purchaser agreed, among other things, to amend the
December 2016
Convertible Note and the
April 2017
Convertible Notes to (i) reduce the price at which the Company
may
pay monthly installments under the Amended Notes in shares of common stock from a
10%
discount to a market-based price to a
20%
discount to a market-based price and (ii) reduce the price floor related to any such payment from
80%
of, in the case of the
December 2016
Convertible Note, the volume-weighted average price per share (or VWAP) of the Company’s common stock on the trading day immediately preceding the applicable installment date and, in the case of the
April 2017
Convertible Notes, the arithmetic average of the VWAP of the Company’s common stock for the
five
trading days immediately preceding the applicable installment date, to
70%
of the arithmetic average of the VWAP of the Company’s common stock for the
five
trading days immediately preceding the applicable installment date.

On
June 30, 2017,
the Company issued and sold an Amended Note under the
April 2017
Purchase Agreement in the principal amount of
$3.0
million (or the
$3
Million Note) to the Purchaser, for proceeds to the Company of
$3.0
million. In connection with the issuance and sale of the
$3
Million Note, the Company and the Purchaser entered into a letter agreement, pursuant to which, among other things, the Purchaser has the right to cause the Company to redeem all of the outstanding principal amount of the
$3
Million Note in cash in accordance with the redemption provisions set forth in the
$3
Million Note, as described below, upon the written request of the Purchaser within
10
days after the Company publicly announces the closing of the Second Tranche Funding (as defined below). See Note
14,
“Subsequent Events”, for more details.

The Amended Notes are general unsecured obligations of the Company. Unless earlier converted or redeemed, the Amended Notes will mature on or about the
18
-month anniversary of their respective issuance, subject to the rights of the holders to extend the maturity date in certain circumstances.

The Amended Notes are payable in monthly installments, in either cash at
118%
of such installment amount or, at the Company’s option, subject to the satisfaction of certain equity conditions, shares of common stock at a discount to the then-current market price, subject to a price floor, as described above. In addition, in the event that the Company elects to pay all or any portion of a monthly installment in common stock, the holders of the Amended Notes have the right to require that the Company repay in common stock an additional amount of the Amended Notes
not
to exceed
50%
of the cumulative sum of the aggregate amounts by which the dollar-weighted trading volume of the common stock for all trading days during the applicable installment period exceeds
$200,000.

The Amended Notes contain customary terms and covenants, including certain events of default after which the holders
may
require the Company to redeem all or any portion of their Amended Notes in cash at a price equal to the greater of (i)
118%
of the amount being redeemed and (ii) the intrinsic value of the shares of common stock issuable upon an installment payment of the amount being redeemed in shares.

In the event of a Fundamental Transaction (as defined in the Amended Notes), holders of the Amended Notes
may
require the Company to redeem all or any portion of their Amended Notes at a price equal to the greater of (i)
118%
of the amount being redeemed and (ii) the intrinsic value of the shares of common stock issuable upon an installment payment of the amount being redeemed in shares.

The Company has the right to redeem the Amended Notes for cash, in whole, at any time, or in part, from time to time, at a redemption price equal to
118%
of the principal amount of the Amended Notes to be redeemed.

The Amended Notes are convertible from time to time, at the election of the holders, into shares of common stock at an conversion price of
$28.50
per share.

Notwithstanding the foregoing, the holders will
not
have the right to convert any portion of an Amended Note, and the Company will
not
have the option to pay any amount in shares of common stock, if (a) the holder, together with its affiliates, would beneficially own in excess of
4.99%
(or such other percentage as determined by the holder and notified to the Company in writing,
not
to exceed
9.99%,
provided that any increase of such percentage will
not
be effective until
61
days after notice thereof) of the number of shares of common stock outstanding immediately after giving effect to such conversion or payment, as applicable, or (b) the aggregate number of shares issued with respect to the Amended Notes (and any other transaction aggregated for such purpose) after giving effect to such conversion or payment, as applicable, would exceed
3,792,779
shares of common stock (or the Amended Notes Exchange Cap). In the event that the Company is prohibited from issuing any shares of common stock under the Amended Notes as a result of the Amended Notes Exchange Cap, the Company will pay cash in lieu of any shares that would otherwise be deliverable in excess of the Amended Notes Exchange Cap. In addition, pursuant to the
April 2017
Purchase Agreement, in the event that the aggregate number of shares of common stock issuable with respect to the
April 2017
Convertible Notes (and any other transaction aggregated for such purpose) would equal or exceed
218,817
of shares of common stock, the Company will be required to take all actions necessary for, and use its reasonable best efforts to solicit and obtain, stockholder approval for the issuance of shares of common stock in excess of the Amended Notes Exchange Cap.

For as long as they hold Amended Notes or shares of common stock issued under the Amended Notes, the holders
may
not
sell any shares of common stock at a price less than
$15.75
per share; provided, that with respect to any shares of common stock issued under the Amended Notes at a price less than
$15.00,
the holders
may
sell such shares at a price
not
less than the price floor applicable to the installment period with respect to which such shares were issued.

As of
June
30,

2017,
the balance of the Amended Notes was
$19.1
million. At
December 31, 2016,
the balance of the
December 2016
Convertible Note was
$9.9
million.

See Note
14,
“Subsequent Events”, for details regarding financing transactions completed subsequent to
June 30, 2017.

Related Party Convertible Notes

Total R&D Convertible Notes

In
July
2012
and
December 2013,
the Company entered into a series of agreements (or the Total Fuel Agreements) with an affiliate of Total S.A. (or, together with its affiliates, Total) to, among other things, establish (i) a research and development program and (ii) a convertible debt structure for the collaboration funding for the program from Total. The purchase agreement for the notes related to the collaboration funding from Total provided for the purchase and sale of an aggregate of
$105.0
million of
1.5%
Senior Convertible Notes due
March 2017 (
or the R&D Notes), which by
January 2015
had been fully funded by Total.

In
July 2015,
Total exchanged all but
$5.0
million of the R&D Notes then held by Total, such canceled notes having an aggregate principal amount of
$70
million, in exchange for approximately
2.0
million shares of the Company’s common stock in connection with the Exchange. Refer to the “Exchange” section of this Note
5,
"Debt and Mezzanine Equity", for additional details of the impact of the Exchange on the R&D Notes.

In
March 2016,
in connection with the restructuring of Total Amyris BioSolutions B.V. (or TAB), the fuels joint venture between the Company and Total, the Company sold to Total
one
half of the Company’s ownership stake in TAB (giving Total an aggregate ownership stake of
75%
of TAB and giving the Company an aggregate ownership stake of
25%
of TAB) in exchange for Total canceling (i)
$1.3
million of the remaining R&D Notes, plus all paid-in-kind and accrued interest under all outstanding R&D Notes (
$2.8
million, including all such interest that was outstanding as of
July 29, 2015)
and (ii) a note in the principal amount of Euro
50,000,
plus accrued interest, issued to Total in connection with the original capitalization of TAB, and in connection therewith, Total surrendered to the Company the remaining R&D Note of
$5.0
million in principal amount, and the Company executed and delivered to Total a new R&D Note in the principal amount of
$3.7
million (or the Remaining R&D Note), with substantially similar terms and conditions to the previous R&D Notes other than it is unsecured and its payment terms are severed from TAB’s business performance. The disposal of the
25%
ownership stake in TAB resulted in a gain to the Company of
$4.2
million, which was recognized as a capital contribution from Total within equity.

As of
June
30,

2017
and
December 31, 2016,
$3.7
million and
$3.7
million, respectively, of the Remaining R&D Note were outstanding.

In
February 2017,
the Company and Total amended the Remaining R&D Note to extend the maturity of the Remaining R&D Note from
March 1, 2017
to
May 15, 2017.
Subsequently, in
May 2017,
the Company and Total entered into a
second
amendment of the Remaining R&D Note, pursuant to which the parties agreed (i) to extend the maturity date of the Remaining R&D Note from
May 15, 2017
to
March 31, 2018, (
ii) to increase the interest rate on the amounts outstanding under the Remaining R&D Note from
1.5%
to
12.0%,
beginning
May 16, 2017,
together with a corresponding increase to the default interest rate, and (iii) that accrued and unpaid interest on the amounts outstanding under the Remaining R&D Note will be payable on
December 31, 2017
and the maturity date. The Remaining R&D Note is convertible into the Company’s common stock, at a conversion price of
$46.20
per share, (i) within
10
trading days prior to maturity, (ii) on a change of control of the Company, and (iii) on a default by the Company. The conversion price of the Remaining R&D Note is subject to adjustment for proportional adjustments to outstanding common stock and under anti-dilution provisions in case of certain dividends and distributions.

August 2013
Financing Convertible Notes

In
August 2013,
the Company entered into a Securities Purchase Agreement (or the
August 2013
SPA) with Total and Maxwell (Mauritius) Pte Ltd (or Temasek) to sell up to
$73.0
million in convertible promissory notes in private placements (or the
August 2013
Financing), with such notes to be sold and issued over a period of up to
24
months from the date of signing.

In
October 2013,
the Company sold and issued a senior secured promissory note to Temasek (or the Temasek Bridge Note) in exchange for a bridge loan of
$35.0
million due on
February 2, 2014
at an interest rate of
5.5%
quarterly. The Temasek Bridge Note was canceled on
October 16, 2013
as payment for Temasek’s purchase of Tranche I Notes in the
first
tranche of the
August 2013
Financing, as further described below.

In
October 2013,
the Company amended the
August 2013
SPA to include the investment by certain entities affiliated with FMR LLC in the
first
tranche of the
August 2013
Financing of
$7.6
million, and to proportionally increase the amount of
first
tranche notes acquired by exchange and cancellation of outstanding R&D Notes held by Total in connection with its exercise of pro rata rights up to
$9.2
million in the
first
tranche. Also in
October 2013,
the Company completed the closing of the
first
tranche of senior convertible notes provided for in the
August 2013
Financing (or the Tranche I Notes), issuing a total of
$51.8
million in Tranche I Notes for cash proceeds of
$7.6
million and exchange and cancellation of outstanding convertible promissory notes of
$44.2
million, of which
$35.0
million resulted from the exchange and cancellation of the Temasek Bridge Note and the remaining
$9.2
million from the exchange and cancellation of an outstanding R&D Note held by Total. As a result of the exchange and cancellation of the
$35.0
million Temasek Bridge Note and the
$9.2
million R&D Note held by Total for the Tranche I Notes, the Company recorded a loss from extinguishment of debt of
$19.9
million. The Tranche I Notes are due
sixty
months from the date of issuance (
October 16, 2018)
and were initially convertible into the Company’s common stock at a conversion price equal to
$2.44
per share, which represented a
15%
discount to the trailing
60
-day weighted-average closing price of the common stock on The NASDAQ Stock Market (or NASDAQ) through
August 7, 2013,
subject to certain adjustments as described below. Interest accrues on the Tranche I Notes at a rate of
5%
per
six
months, compounded semiannually, and is payable in kind by adding to the principal every
six
months or in cash. Through
June 30, 2017,
the Company has elected to pay interest on the Tranche I Notes in kind. The Tranche I Notes
may
be prepaid by the Company without penalty or premium every
six
months at the date of payment of the semi-annual coupon.

In
December 2013,
the Company further amended the
August 2013
SPA to sell
$3.0
million of senior convertible notes under the
second
tranche of the
August 2013
Financing (or the Tranche II Notes) to funds affiliated with Wolverine Asset Management, LLC (or Wolverine). In
January 2014,
the Company sold and issued
$34.0
million of Tranche II Notes in the
second
tranche of the
August 2013
Financing, with Temasek purchasing
$25.0
million of the Tranche II Notes and funds affiliated with Wolverine purchasing
$3.0
million of the Tranche II Notes, each for cash, and Total purchasing
$6.0
million of the Tranche II Notes through exchange and cancellation of the same amount of principal R&D Notes held by Total. As a result of the exchange and cancellation of the
$6.0
million of R&D Note held by Total for the Tranche II Notes, the Company recorded a loss from extinguishment of debt of
$9.4
million. The Tranche II Notes will be due
sixty
months from the date of issuance (
January 15, 2019).
Interest accrues on the Tranche II Notes at a rate per annum equal to
10%,
compounded annually, and is payable in kind by adding to the principal every
twelve
months or in cash. Through
June 30, 2017,
the Company has elected to pay interest on the Tranche II Notes in kind.

The conversion price of the Tranche I Notes and Tranche II Notes is approximately
$7.425
per share as of
June 30, 2017.

As of
June
30,

2017
and
December
31,

2016,
the related party convertible notes outstanding under the Tranche I Notes and Tranche II Notes were
$22.1
million and
$21.8
million, respectively, net of debt discount of
$0.0
million and
$0.0
million, respectively. Refer to the “Exchange” and “Maturity Treatment Agreement” sections of this Note
5,
"Debt and Mezzanine Equity", for details of the impact of the Maturity Treatment and Exchange agreements on the Tranche I Notes and Tranche II Notes.

Loans Payable

In
July 2012,
the Company entered into a Note of Bank Credit and a Fiduciary Conveyance of Movable Goods Agreement (or, together, the
July 2012
Bank Agreements) with each of Nossa Caixa Desenvolvimento (or Nossa Caixa) and Banco Pine S.A. (or Banco Pine). Under the
July 2012
Bank Agreements, the Company pledged certain farnesene production assets as collateral for the loans of
R$52.0
million (
US$15.7
million based on the exchange rate as of
June
30,

2017
). The Company's total acquisition cost for such pledged assets was
R$68.0
million (
US$20.6
million based on the exchange rate as of
June
30,

2017
). The Company is also a parent guarantor for the payment of the outstanding balance under these loan agreements. Under the
July 2012
Bank Agreements, the Company could borrow an aggregate of
R$52.0
million (
US$15.7
million based on the exchange rate as of
June
30,

2017
) as financing for capital expenditures relating to the Company's manufacturing facility located in Brotas, Brazil. The funds for the loans are provided by BNDES, but are guaranteed by the lenders. The loans have a final maturity date of
July
15,

2022
and bear a fixed interest rate of
5.5%
per year. The loans are also subject to early maturity and delinquency charges upon occurrence of certain events including interruption of manufacturing activities at the Company's manufacturing facility in Brotas, Brazil for more than
30
days, except during the sugarcane off-season. For the
first

two
years that the loans were outstanding, the Company was required to pay interest only on a quarterly basis. Since
August
15,

2014,
the Company has been required to pay equal monthly installments of both principal and interest for the remainder of the term of the loans. As of
June
30,

2017
and
December
31,

2016,
a principal amount of
$10.0
million and
$11.1
million, respectively, was outstanding under these loan agreements.

Exchange (Debt Conversion - Related Party Transaction)

In
July 2015,
the Company entered into an Exchange Agreement (or the "Exchange Agreement"), with Total and Temasek pursuant to which Temasek exchanged
$71.0
million in principal amount of outstanding Tranche Notes (including paid-in-kind and accrued interest through
July 29, 2015)
and Total exchanged
$70.0
million in principal amount of outstanding R&D Notes for shares of our common stock at a price of
$34.50
per share (or the "Exchange"). As a result of the Exchange, accretion of debt discount was accelerated based on our estimate of the expected conversion date, resulting in an additional interest expense of
$39.2
million for the year ended
December 31, 2015.

Under the Exchange Agreement, Total also received the following warrants, each with a
five
-year term, at the closing of the Exchange:

•
A warrant to purchase
1,261,612
shares of the Company’s common stock (or the Total Funding Warrant).

•
A warrant to purchase
1,333,334
shares of the Company’s common stock that would only be exercisable if the Company failed, as of
March 1, 2017,
to achieve a target cost per liter to manufacture farnesene (or the Total R&D Warrant). The Total Funding Warrant and the Total R&D Warrant are collectively referred to as the “Total Warrants.”

•
Additionally, under the Exchange Agreement, Temasek received the following warrants, each with a
ten
-year term, at the closing of the Exchange:

•
A warrant to purchase
978,525
shares of the Company’s common stock (or the Temasek Exchange Warrant).

•
A warrant exercisable for that number of shares of the Company’s common stock equal to (
1
) (A) the number of shares for which Total exercises the Total Funding Warrant plus (B) the number of additional shares for which the certain convertible notes remaining outstanding following the completion of the Exchange
may
become exercisable as a result of a reduction in the conversion price of such remaining notes as of a result of and/or subsequent to the date of the Exchange plus (C) that number of additional shares in excess of
133,334,
if any, for which the Total R&D Warrant becomes exercisable multiplied by a fraction equal to
30.6%
divided by
69.4%
plus (
2
) (A) the number of any additional shares for which certain other outstanding convertible promissory notes
may
become exercisable as a result of a reduction to the conversion price of such notes multiplied by (B) a fraction equal to
13.3%
divided by
86.7%
(or the Temasek Funding Warrant).

•
A warrant exercisable for that number of shares of the Company’s common stock equal to
58,690
multiplied by a fraction equal to the number of shares for which Total exercises the Total R&D Warrant divided by
133,334
(or the Temasek R&D Warrant). If Total exercises the Total R&D Warrant in full, the Temasek R&D Warrant would be exercisable for
58,690
shares.

The Temasek Exchange Warrant, the Temasek Funding Warrant and the Temasek R&D Warrant are referred to herein as the “Temasek Warrants” and the Temasek Warrants and the Total Warrants are hereinafter collectively referred to as the “Exchange Warrants”.

In addition to the grant of the Exchange Warrants, a warrant issued by the Company to Temasek in
October 2013
in conjunction with a prior convertible debt financing (or the
2013
Warrant) became exercisable in full upon the completion of the Exchange. There were
66,667
shares underlying the
2013
Warrant, with an exercise price of
$0.01
per share.

In
February
and
May 2016,
as a result of adjustments to the conversion price of the Tranche I Notes and Tranche II Notes (or, collectively, the Tranche Notes) discussed above, the Temasek Funding Warrant became exercisable for an additional aggregate of
164,169
shares of common stock. Following the issuance by the Company of shares of convertible preferred stock and warrants to purchase common stock in
May 2017,
as described below, and a corresponding adjustment to the conversion price of the Tranche I Notes and Tranche II Notes, as described above, the Temasek Funding Warrant became exercisable for an additional
1,125,755
shares of common stock.

As of
March 1, 2017,
the Company had
not
achieved the target cost per liter to manufacture farnesene provided in the Total R&D Warrant, and as a result, on
March 1, 2017
the Total R&D Warrant became exercisable in accordance with its terms.

As of
June 30, 2017,
the Total Funding Warrant, the Temasek Exchange Warrant, and the
2013
Warrant had been fully exercised and Temasek had exercised the Temasek Funding Warrant with respect to
846,683
shares of common stock. Neither the Total R&D Warrant nor the Temasek R&D Warrant had been exercised as of
June 30, 2017.
Warrants to purchase
1,289,924
shares of common stock under the Temasek Funding Warrant were unexercised as of
June 30, 2017.
The exercise prices of the Exchange Warrants outstanding were
$0.15
as of
June 30, 2017.

Maturity Treatment Agreement

At the closing of the Exchange, the Company, Total and Temasek also entered into a Maturity Treatment Agreement, dated as of
July 29, 2015,
pursuant to which Total and Temasek agreed to convert any Tranche Notes or
2014

144A
Notes held by them that were
not
canceled in the Exchange (or the Remaining Notes) into shares of the Company’s common stock in accordance with the terms of such Remaining Notes at or prior to maturity, provided that certain events of default had
not
occurred with respect to the applicable Remaining Notes. As of immediately following the closing of the Exchange, Temasek held
$10.0
million in aggregate principal amount of Remaining Notes (consisting of
2014

144A
Notes) and Total held
$25.0
million in aggregate principal amount of Remaining Notes (consisting of
$9.7
million of
2014

144A
Notes and
$15.3
million of Tranche Notes). In
May 2017,
the Company entered into separate letter agreements with each of Total and Temasek, pursuant to which the Company agreed that the Remaining Notes consisting of
2014

144A
Notes held by Total and Temasek would
no
longer be subject to mandatory conversion at or prior to the maturity of such Remaining Notes. Accordingly, the Company will be required to pay any portion of such Remaining Notes that remain outstanding at maturity in cash in accordance with the terms of such Remaining Notes.

February 2016
Private Placement - Related Party Transaction

On
February 12, 2016
and
February 15, 2016,
the Company issued and sold
$18.0
million and
$2.0
million, respectively, in aggregate principal amount of unsecured promissory notes (or the
February 2016
Notes), as well as warrants to purchase
171,429
and
19,048
shares, respectively, of the Company’s common stock at an initial exercise price of
$0.15
per share (or the
February 2016
Warrants), representing aggregate proceeds to the Company of
$20.0
million, in a private placement to certain existing stockholders of the Company that are affiliated with certain members of the Company’s Board of Directors: Foris Ventures, LLC (or Foris, an entity affiliated with director John Doerr of Kleiner Perkins Caufield & Byers, a current stockholder), which purchased
$16.0
million aggregate principal amount of the
February 2016
Notes and warrants to purchase
152,381
shares of the Company’s common stock; Naxyris S.A. (or Naxyris, an investment vehicle owned by Naxos Capital Partners SCA Sicar; director Carole Piwnica is Director of NAXOS UK, which is affiliated with Naxos Capital Partners SCA Sicar), which purchased
$2.0
million aggregate principal amount of the
February 2016
Notes and warrants to purchase
19,048
shares of the Company’s common stock; and Biolding Investment SA (or Biolding), a fund affiliated with director HH Sheikh Abdullah bin Khalifa Al Thani, which purchased
$2.0
million aggregate principal amount of the
February 2016
Notes and warrants to purchase
19,048
shares of the Company’s common stock.

The
February 2016
Notes are unsecured obligations of the Company and are subordinate to the Company’s obligations under the Senior Secured Loan Facility pursuant to a Subordination Agreement, dated as of
February 12, 2016,
by and among the Company, the purchasers and the administrative agent under the Senior Secured Loan Facility. The
February 2016
Notes bear interest at a rate of
13.50%
per annum and had an initial maturity date of
May 15, 2017.
In
May 2017,
the
February 2016
Notes purchased by Foris and Naxyris were exchanged for shares of preferred stock and warrants to purchase common stock, as described below, and in connection with such exchange the
February 2016
Notes held by Foris and Naxyris were canceled. In addition, in
May 2017,
the Company and Biolding entered into a
first
amendment to the
February 2016
Note held by Biolding (or the Biolding Note), pursuant to which the parties agreed to extend the maturity date of the Biolding Note from
May 15, 2017
to
November 15, 2017.

As of
June 30, 2017,
the
February 2016
Warrants purchased by Naxyris had been fully exercised, while
none
of the
February 2016
Warrants purchased by Foris or Biolding had been exercised. The exercise prices of the
February 2016
Warrants were
$0.15
per share as of
June 30, 2017.

As of
June 30, 2017,
the carrying amount of the
February 2016
Notes was
$2.0
million.

June 2016
Private Placement - Related Party Transaction

On
June 24, 2016,
the Company issued and sold
$5.0
million in aggregate principal amount of secured promissory notes (or the
June 2016
Notes) to Foris in a private placement. The interest rate on the
June 2016
Notes was
13.50%
per annum and the
June 2016
Notes had a maturity date of
May 15, 2017.
In
May 2017,
the
June 2016
Notes were exchanged for shares of preferred stock and warrants to purchase common stock, as described below, and in connection with such exchange the
June 2016
Notes were canceled and the agreements relating thereto (including the security interest relating thereto) were terminated.

October 2016
Private Placements

On
October 21
and
October 27, 2016,
the Company issued and sold
$6.0
million and
$8.5
million, respectively, in aggregate principal amount of secured promissory notes (or the
October 2016
Notes) to Foris and Ginkgo, respectively in private placements (or the
October 2016
Private Placements). The interest rate on the
October 2016
Notes was
13.50%
per annum and the
October 2016
Notes had a maturity date of
May 15, 2017.
In
May 2017,
the
October 2016
Notes purchased by Foris were exchanged for shares of preferred stock and warrants to purchase common stock, as described below, and in connection with such exchange the
October 2016
Notes purchased by Foris were canceled and the agreements relating thereto (including the security interest relating thereto) were terminated. The
October 2016
Notes purchased by Ginkgo were repaid in full at maturity in
May 2017,
and the agreements relating thereto (including the security interest relating thereto) were terminated.

Salisbury Note

In
December 2016,
in connection with the Company’s purchase of a manufacturing facility in Leland, North Carolina and related assets (or the Glycotech Assets), the Company issued a purchase money promissory note in the principal amount of
$3.5
million (or the Salisbury Note) in favor of Salisbury Partners, LLC. The Salisbury Note (i) bore interest at a rate of
5%
per year, (ii) had a term of
13
years, (iii) was payable in equal monthly installments of principal and interest beginning on
January 1, 2017 (
which payments would be subject to a penalty of
5%
if delinquent more than
5
days) and (iv) was secured by a purchase money lien on the Glycotech Assets. In
January 2017,
the Salisbury Note was repaid with proceeds from the Nikko Note (as defined below) and the agreements relating thereto (including the security interest relating thereto) were terminated.

Nikko Note

In
December 2016,
in connection with the Company’s formation of its cosmetics joint venture (or the Aprinnova JV) with Nikko Chemicals Co., Ltd. (or Nikko), an existing commercial partner of the Company, and Nippon Surfactant Industries Co., Ltd., an affiliate of Nikko, as discussed in Note
7,
“Joint Venture and Noncontrolling Interests,” Nikko made a loan to the Company in the principal amount of
$3.9
million, and the Company in consideration therefor issued a promissory note (or the Nikko Note) to Nikko in an equal principal amount. The proceeds of the Nikko Note were used to satisfy the Company’s remaining liabilities relating to the Company’s purchase of the Glycotech Assets, including liabilities under the Salisbury Note. The Nikko Note (i) bears interest at a rate of
5%
per year, (ii) has a term of
13
years, (iii) is payable in equal monthly installments of principal and interest beginning on
January 1, 2017 (
which payments are subject to a penalty of
5%
if delinquent more than
5
days) and (iv) is collateralized by a
first
-priority lien on
10%
of the Aprinnova JV interests owned by the Company. In addition to the payments under the Nikko Note set forth in the preceding sentence, the Company is required to (i) repay
$400,000
of the Nikko Note in equal monthly installments of
$100,000
on
January 1, 2017,
February 1, 2017,
March 1, 2017
and
April 1, 2017
and (ii) commencing with the distributions from the Aprinnova JV to its members relating to the
fourth
fiscal year of the Aprinnova JV and continuing for each fiscal year thereafter until the Nikko Note is fully repaid, repay the Nikko Note in an amount equal to the profits, if any, distributed to the Company by the Aprinnova JV. The Nikko Note
may
be prepaid in full or in part at any time without penalty or premium.

Future minimum payments under the debt agreements as of
June
30,

2017
are as follows (in thousands):

Years ending December 31: Related Party Convertible Debt Convertible Debt Loans
Payable Related Party Loans Payable Credit Facility Total

2017 (remaining six months) $
558
$
4,123
$
1,426
$
2,487
$
3,480
$
12,074

2018
20,448

8,636

5,268

—

33,696

68,048

2019
34,913

68,097

2,665

—

2,577

108,252

2020
—

—

2,559

—

2,500

5,059

2021
—

—

2,451

—

27,396

29,847

Thereafter
—

—

4,057

—

—

4,057

Total future minimum payments
55,919

80,856

18,426

2,487

69,649

227,337

Less: amount representing interest
(1)

(11,421
)
(26,385
)
(3,834
)
(487
)
(19,893
)
(62,020
)

Present value of minimum debt payments
44,498

54,471

14,592

2,000

49,756

165,317

Less: current portion
(3,700
)
(1,517
)
(5,186
)
(2,000
)
(882
)
(13,285
)

Noncurrent portion of debt $
40,798
$
52,954
$
9,406
$
—
$
48,874
$
152,032

(
1
) includes debt discount & issuance cost associated with related party & non-related party debt which will accrete to interest expense under the effective interest method over the term of the debt.

Bill & Melinda Gates Foundation Investment (Mezzanine Equity)

On
May 10, 2016,
the Company issued and sold
292,398
shares of common stock at a purchase price per share equal to approximately
$17.10
to the Bill & Melinda Gates Foundation (or the Gates Foundation) in a private placement, resulting in aggregate proceeds to the Company of
$5.0
million (or the Gates Foundation Investment). In connection with the Gates Foundation Investment, the Company and the Gates Foundation entered into a Charitable Purposes Letter Agreement, pursuant to which the Company agreed to expend an aggregate amount
not
less than the amount of the Gates Foundation Investment to develop a yeast strain that produces artemisinic acid and/or amorphadiene at a low cost and to supply such artemisinic acid and amorphadiene to companies qualified to convert artemisinic acid and amorphadiene to artemisinin for inclusion in artemisinin combination therapies used to treat malaria commencing in
2017.
If the Company defaults in its obligation to use the proceeds from the Gates Foundation Investment as set forth above or defaults under certain other commitments in the Charitable Purposes Letter Agreement, the Gates Foundation will have the right to request that the Company redeem, or facilitate the purchase by a
third
party of, the Gates Foundation Investment shares then held by the Gates Foundation at a price per share equal to the greater of (i) the closing price of the Company’s common stock on the trading day prior to the redemption or purchase, as applicable, and (ii) the per share price paid by the Gates Foundation for the Gates Foundation Investment shares plus a compounded annual return of
10%.
As of
June 30, 2017,
$5.0
million of the funding received was classified as mezzanine equity. The Company continues to meet its obligation to use the proceeds as set forth above and believes it will continue to do so. The probability of default is low resulting in the equity instrument
not
being adjusted to its redemption amount.

May 2017
Financing Transactions

On
May 8, 2017
and
May 31, 2017,
the Company entered into separate Securities Purchase Agreements (or the
May 2017
Purchase Agreements) with certain investors for the issuance and sale of an aggregate of
22,140
shares of the Company’s Series A
17.38%
Convertible Preferred Stock, par value
$0.0001
per share (or the Series A Preferred Stock),
70,904
shares of the Company’s Series B
17.38%
Convertible Preferred Stock, par value
$0.0001
per share (or the Series B Preferred Stock and, together with the Series A Preferred Stock, the Preferred Stock), which Preferred Stock is convertible into the Company’s common stock, par value
$0.0001
per share as described below, and Cash Warrants (as defined below) to purchase an aggregate of
14,768,380
shares of common stock and Dilution Warrants (as defined below) (or, collectively, the
May 2017
Warrants, and the shares of common stock issuable upon exercise of the Warrants, the
May 2017
Warrant Shares) (or the
May 2017
Offerings).

The
May 2017
Offerings closed on
May 11, 2017 (
or the
May 11
Offering) and
May 31, 2017,
respectively. The net proceeds to the Company from the
May 2017
Offerings were
$50.2
million after payment of offering expenses and placement agent fees. The Series A Preferred Stock and
May 2017
Warrants relating thereto were sold to the purchasers thereof in exchange for aggregate cash consideration of
$22,140,000,
and the Series B Preferred Stock and
May 2017
Warrants relating thereto were sold to the purchasers thereof in exchange for (i) aggregate cash consideration of
$30,700,000
and (ii) the cancellation of
$40.2
million of outstanding indebtedness and including accrued interest thereon, owed by the Company to such purchasers, of which
$33.1
million was from related parties, as further described below.

The
May 2017
Purchase Agreements include customary representations, warranties and covenants of the parties. In addition, pursuant to the
May 2017
Purchase Agreements, the Company, subject to certain exceptions, including the issuance of the Second Tranche Securities (as defined below), (i)
may
not
issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities convertible into or exercisable or exchangeable for common stock until
July 31, 2017
and (ii)
may
not
enter into an agreement to effect any issuance by the Company involving a variable rate transaction until
one
year from the closing of the
May 11
Offering.

Series A Preferred Stock (Permanent Equity)

Each share of Series A Preferred Stock has a stated value of
$1,000
and is convertible at any time, at the option of the holder, into common stock at conversion price of
$17.25
per share (or the Preferred Stock Conversion Rate). The Preferred Stock Conversion Rate is subject to adjustment in the event of any dividends or distributions of common stock, or any stock split, reverse stock split, recapitalization, reorganization or similar transaction. If
not
previously converted at the option of the holder, each share of Series A Preferred Stock will be automatically converted, without any further action by the holder, on
October 9, 2017,
the
90th
day following the date that the Stockholder Approval (as defined below) was obtained and effected.

Dividends, at a rate per year equal to
17.38%
of the stated value of the Series A Preferred Stock, will be payable semi-annually from the issuance of the Series A Preferred Stock until the
tenth
anniversary of the date of issuance, on each
October 15
and
April 15,
beginning
October 15, 2017,
on a cumulative basis, at the Company’s option, in cash, out of any funds legally available for the payment of dividends, or, subject to the satisfaction of certain conditions, in Common Stock at the Preferred Stock Conversion Rate, or a combination thereof. In addition, upon the conversion of the Series A Preferred Stock prior to the
tenth
anniversary of the date of issuance, the holders of the Series Preferred A Stock shall be entitled to a payment equal to
$1,738
per
$1,000
of stated value of the Series A Preferred Stock, less the amount of all prior semi-annual dividends paid on such converted Series A Preferred Stock prior to the relevant conversion date (the Preferred Stock Make-Whole Payment), at the Company’s option, in cash, out of any funds legally available for the payment of dividends, or, subject to the satisfaction of certain conditions, in Common Stock at the Preferred Stock Conversion Rate, or a combination thereof. If the Company elects to pay any dividend in the form of cash, it shall provide each holder with notice of such election
not
later than the
first
day of the month of prior to the applicable dividend payment date.

Unless and until converted into common stock in accordance with its terms, the Series A Preferred Stock has
no
voting rights, other than as required by law or with respect to matters specifically affecting the Series A Preferred Stock.

In the event of a fundamental transaction, the holders of the Series A Preferred Stock will have the right to receive the consideration receivable as a result of such fundamental transaction by a holder of the number of shares of Common Stock for which the Series A Preferred Stock is convertible immediately prior to such fundamental transaction (without regard to whether such Series A Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of Common Stock.

Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series A Preferred Stock shall be entitled to receive out of the assets of the Company the same amount that a holder of Common Stock would receive if the Series A Preferred Stock were fully converted to Common Stock immediately prior to such liquidation, dissolution or winding-up (without regard to whether such Series A Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of Common Stock.

Notwithstanding the foregoing, the holders (other than the Designated Holder (as defined below)) will
not
have the right to convert any Series A Preferred Stock, and the Company shall
not
effect any conversion of the Series A Preferred Stock, if the holder, together with its affiliates, would beneficially own in excess of
4.99%
(or such other percentage as determined by the holder and notified to the Company in writing,
not
to exceed
9.99%,
provided that any increase of such percentage will
not
be effective until
61
days after notice thereof) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of such Series A Preferred Stock (or the Beneficial Ownership Limitation).

The Series A Preferred Stock were offered and sold pursuant to a prospectus filed with the SEC on
April 9, 2015
and a prospectus supplement dated
May 8, 2017,
in connection with a takedown from the Company’s effective shelf registration statement on Form S-
3
(File
No.

333
-
203216
) declared effective by the SEC on
April 15, 2015.

On
May 8, 2017,
the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series A
17.38%
Convertible Preferred Stock with the Secretary of State of Delaware.

The Series A preferred stock has been classified as permanent equity, as the Company controls all actions or events required to settle the Optional and Mandatory Conversion feature in shares. The make whole payment was determined to be an embedded derivative requiring bifurcation and separate recognition as a derivative liability recognized at its fair value as of the issuance date with subsequent changes in fair value recorded in earnings until the Series A preferred stock is converted into common stock and the make whole payment is paid or until the make whole payment is paid through declared dividends or cash. The Series A preferred stock also contains a beneficial conversion feature which has been recognized up to the amount of proceeds allocated to the preferred stock (
$0.6
million). Subsequent to the recognition of the beneficial conversion feature, the net proceeds allocated to the Series A preferred stock was
$0.0
million.

As of
June 30, 2017,
18,840
shares of Series A preferred stock had converted into common stock, resulting in the recognition of a gain in the change in fair value of derivative liabilities of
$9.4
million.

Series B Preferred Stock (Mezzanine Equity)

The Series B Preferred Stock has substantially identical terms to the Series A Preferred Stock (as described above), except that the issuance of the shares of common stock issuable upon conversion of the Series B Preferred Stock or as payment of dividends or the Make-Whole Payment on the Series B Preferred Stock (or the Series B Conversion Shares) was initially subject to the Stockholder Approval (as defined below).

The Series B Preferred Stock was accounted for as Mezzanine equity as the embedded conversion options are
not
able to be settled in shares under circumstances within the Company’s control.

The investors of the Series B Preferred Stock included related parties affiliated with certain members of the Company’s Board of Directors (or the Affiliated Investors). Foris exchanged an aggregate principal amount of
$27.0
million of indebtedness, plus accrued interest thereon, issued to Foris by the Company on
February 12, 2016,
June 24, 2016
and
October 21, 2016,
as described above, for
30,728.589
shares of Series B Preferred Stock and
May 2017
Warrants to purchase
4,877,386
shares of Common Stock. Naxyris exchanged an aggregate principal amount of
$2.0
million of indebtedness, plus accrued interest thereon, issued to Naxyris by the Company on
February 15, 2016,
as described above, for
2,333.216
shares of Series B Preferred Stock and
May 2017
Warrants to purchase
370,404
shares of common stock. The fair value of the Series B preferred stock, embedded make whole payment and related warrants exceeded the carrying value of the related party debt and accrued interest exchanged by
$8.6
million which has been recorded as a reduction to Additional Paid in Capital and considered a deemed dividend, increasing net loss attributable to Amyris, Inc. common stockholders.

Certain investors of the Series B Preferred Stock included holders of certain of the Company’s existing indebtedness, including the
2014

144A
Notes and the
2015

144A
Notes. These investors exchanged all or a portion of their holding of such indebtedness, including accrued interest thereon, representing an aggregate of
$3.4
million of
2014

144A
Notes and
$3.7
million of
2015

144A
Notes, for Series B Preferred Stock and
May 2017
Warrants in the
May 2017
Offering. Upon the closing of the
May 11
Offering, such indebtedness was canceled and the agreements relating thereto, including any note purchase agreements or unsecured or secured promissory notes (including any security interest relating thereto), were terminated, except to the extent such investors or other investors retain a portion of such indebtedness. The fair value of the Series B preferred stock, embedded make whole payment and related warrants exceeded the carrying value of the debt and accrued interest exchanged by
$1.9
million which has been recognized as a loss on extinguishment of debt in other income (expense).

The remaining Series B preferred stock was purchased in exchange for cash proceeds of
$30.7
million. The Series B preferred stock issued to the Designated Holder contains a contingent beneficial conversion feature that will be recognized when Stockholder Approval has been obtained and the conversion is
no
longer contingent. The conversion feature (the right to negotiate the Second Tranche Funding Option) is
not
a separate unit of account requiring bifurcation.

A derivative liability has been recognized at fair value on the date of issuance for the make whole payment in the amount of
$34.7
million. Changes in the fair value of this derivative from the date of issuance through
June 30, 2017
have been recorded in earnings. Issuance costs of
$0.8
million have been recognized in Sales, General and Administrative expenses.

May 2017
Warrants

Pursuant to the
May 2017
Purchase Agreements, the Company issued to each investor (i) a warrant, with an exercise price of
$7.80
per share as of
June 30, 2017,
to purchase a number of shares of Common Stock equal to
50%
of the shares of common stock into which such investor’s shares of Preferred Stock were initially convertible (including shares of common stock issuable as payment of the Make-Whole Payment, assuming that the Make-Whole Payment is made in common stock), representing warrants to purchase
7,384,190
shares of common stock in the aggregate for all investors and (ii) a warrant, with an exercise price of
$9.30
per share as of
June 30, 2017,
to purchase an equal number of shares of common stock, representing warrants to purchase
7,384,190
shares of common stock in the aggregate for all investors (or, collectively, the Cash Warrants). The exercise price of the Cash Warrants is subject to standard adjustments as well as full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the
three
-year period following the issuance of such Cash Warrants at a per share price (including any conversion or exercise price, if applicable) less than the then-current exercise price of the Cash Warrants, subject to certain exceptions.

In addition, the Company issued to each investor a warrant, with an exercise price of
$0.0015
per share as of
June 30, 2017 (
or, collectively, the Dilution Warrants), to purchase a number of shares of common stock sufficient to provide the investor with full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the
three
-year period following the issuance of the Dilution Warrants at a per share price (including any conversion or exercise price, if applicable) less than
$6.30
per share, the effective per share price paid by the investors for the shares of common stock issuable upon conversion of the Preferred Stock purchased by the investors in the
May 2017
Offerings (including shares of common stock issuable as payment of dividends or the Make-Whole Payment, assuming that all such dividends and the Make-Whole Payment are made in common stock), subject to certain exceptions.

The exercise of the
May 2017
Warrants was subject to the Stockholder Approval (as defined below). The
May 2017
Warrants each have a term of
five
years from the date such warrants are initially exercisable. The exercise of the
May 2017
Warrants is subject to the Beneficial Ownership Limitation.

The Cash Warrants are freestanding financial instruments that are accounted for as derivative liabilities and recognized at their fair value on the date of issuance of
$39.5
million. Subsequent changes to their fair value will be recorded in earnings until the warrants are exercised or expire in
May 2022.

The full-ratchet anti-dilution protection of the Cash Warrants are also freestanding financial instruments that have been accounted for as derivative liabilities and recognized at their fair value on the date of issuance of
$4.4
million. Subsequent changes to their fair value will be recorded in earnings until they are exercised or expire in
May 2020.

Stockholder Approval

Pursuant to the
May 2017
Purchase Agreements, the Company agreed to solicit from the Company’s stockholders (i) any approval for the transactions contemplated by the
May 2017
Purchase Agreement required by the rules and regulations of the NASDAQ Stock Market, including without limitation the issuance of shares of common stock upon conversion of the Series B Preferred Stock and upon exercise of the
May 2017
Warrants (or the NASDAQ Approval) and (ii) approval to effect a reverse stock split of the common stock (together with the NASDAQ Approval, collectively, the Stockholder Approval) at an annual or special meeting of stockholders to be held on or prior to
July 10, 2017,
and to use commercially reasonable efforts to secure the Stockholder Approval. The Stockholder Approval was obtained on
July 7, 2017.

Registration Rights

Pursuant to the
May 2017
Purchase Agreements, within
30
calendar days of the date of the Stockholder Approval, the Company has agreed to file a registration statement on Form S-
3
(or other appropriate form if the Company is
not
then S-
3
eligible) providing for the resale by the investors of the Series B Conversion Shares and
May 2017
Warrant Shares. The Company has also agreed to use commercially reasonable efforts to cause such registration statement to become effective within
181
days following the Closing and commercially reasonable efforts to keep such registration statement effective at all times until (i)
no
Investor owns any Series B Conversion Shares or
May 2017
Warrant Shares or (ii) the Series B Conversion Shares and
May 2017
Warrant Shares are eligible for resale under Rule
144
without regard to volume limitations. On
August [4], 2017,
the Company filed a registration statement on Form S-
3
with the SEC to register the Series B Conversion Shares and
May 2017
Warrant Shares for resale by the investors in accordance with the
May 2017
Purchase Agreements.

Stockholder Agreement

In connection with the
May 2017
Purchase Agreements, on
May 11, 2017,
the Company and
one
of the investors, DSM International B.V. (or the Designated Holder), a subsidiary of Koninklijke DSM N.V., entered into a Stockholder Agreement (or the Stockholder Agreement) setting forth certain rights and obligations of the Designated Holder and the Company. The Designated Holder purchased
25,000
shares of Series B Preferred Stock, Cash Warrants for the purchase of
3,968,116
shares of Common Stock and Dilution Warrants in the
May 2017
Offering in exchange for aggregate cash consideration of
$25,000,000.
Pursuant to the Stockholder Agreement, the Designated Holder has the right to designate
one
director selected by the Designated Holder (or a Designated Holder Director), subject to certain restrictions, to the Company’s Board of Directors (or the Board). The Company agreed to appoint the Designated Holder Director, such appointment occurring on
May 18, 2017,
and to use reasonable efforts, consistent with the Board’s fiduciary duties, to cause the Designated Holder Director to be re-nominated in the future; provided, that the Designated Holder will
no
longer have the right to designate any Designated Holder Director at such time as the Designated Holder holds less than
4.5%
of the Company’s outstanding common stock. In addition, for as long as there is a Designated Holder Director serving on the Board, the Company agreed
not
to engage in certain commercial or financial transactions or arrangements without the consent of any then-serving Designated Holder Director. The Company also agreed to provide the Designated Holder with certain exclusive negotiating rights in connection with certain future commercial projects and arrangements, whereby the Designated Holder will have a
60
-day negotiation period with respect to any such projects, as well as a right to use a portion of the Company’s manufacturing capacity for toll manufacturing of the Designated Holder’s products, subject to certain conditions, including, with respect to the toll manufacturing option, that the Designated Holder provide the Company with a minimum annual level of cash funding in connection with commercial activity between the Company and the Designated Holder, beginning in
2018.
The Designated Holder will have the right to purchase additional shares of capital stock of the Company in connection with a sale of equity or equity-linked securities by the Company in a capital raising transaction for cash, subject to certain exceptions, to maintain its proportionate ownership percentage in the Company. In connection with the Stockholder Agreement, the Company and the Designated Holder entered into licenses granted by the Company to the Designated Holder with respect to certain Company intellectual property useful in the Designated Holder’s business (or the License Agreements), which licenses will become effective upon the occurrence of certain events specified therein.

Pursuant to the Stockholder Agreement, the Designated Holder agreed
not
to sell or transfer any of the shares of Series B Preferred Stock or
May 2017
Warrants purchased by the Designated Holder in the
May 2017
Offerings, any Second Tranche Securities (as defined below), or any shares of common stock issuable upon conversion or exercise thereof (or the Transfer Restricted Shares), other than to its affiliates, without the consent of the Company during the
one
-year period following the entry into the Stockholder Agreement. Thereafter, the Designated Holder will have the right to sell or transfer the Transfer Restricted Shares to any
third
party, other than a competitor of the Company or any controlled affiliate of a competitor of the Company; provided, that the Company will have a customary right of
first
offer with respect to any such sale or transfer other than to affiliates of the Designated Holder. In addition, the Designated Holder agreed that, other than in connection with the purchase, conversion or exercise of (i) the Series B Preferred Stock or
May 2017
Warrants purchased by the Designated Holder pursuant to the
May 2017
Purchase Agreement or (ii) the Second Tranche Securities (as defined below) in accordance with their terms or the exercise of its pre-emptive rights, until
three
months after there is
no
Designated Holder Director on the Board, the Designated Holder will
not,
without the prior consent of the Board, among other things, purchase any Common Stock, any options or other rights to acquire Common Stock or any indebtedness of the Company, or make any public offer to acquire common stock, options or other rights to acquire common stock or indebtedness of the Company, that would result in the Designated Holder and its affiliates beneficially owning more than
33%
of the Company’s outstanding voting securities at the time of acquisition (assuming the exercise or conversion, whether then exercisable or convertible, of any shares of Series B Preferred Stock,
May 2017
Warrants or Second Tranche Securities beneficially owned by the Designated Holder and/or its affiliates), join in any solicitation of proxies for any matter
not
previously approved by the Board, or join any “group” (as such term is defined in Section
13
(d)(
3
) of the Securities Exchange Act of
1934
) with respect to any of the foregoing.

Pursuant to the Stockholder Agreement, the Company and the Designated Holder agreed to negotiate in good faith during the
90
-day period following the entry into the Stockholder Agreement to mutually agree on certain terms and conditions upon which the Designated Holder shall purchase additional shares of Series B Preferred Stock and warrants (or the Second Tranche Securities), in an amount to be agreed by the Company and the Designated Holder, provided such amount is
no
less than
$25
million and
no
more than
$30
million (such amount, the Second Tranche Funding Amount) prior to the end of such
90
-day period (or the Second Tranche Funding). The Second Tranche Funding is subject to approval of the Designated Holder’s managing board. In connection with the Second Tranche Funding, the Company and the Designated Holder shall enter into an amendment to the Stockholder Agreement providing for a
second
Designated Holder Director on terms to be agreed by the parties, and certain of the License Agreements will become effective. If the Second Tranche Funding occurs, the parties will thereafter negotiate in good faith regarding an agreement concerning the development of certain products in the health and nutrition field. In the event that the parties do
not
reach such agreement prior to the earlier of
90
days after the Second Tranche Funding or
December 31, 2017, (
a) the exclusive negotiating right granted to the Designated Holder in connection with certain future commercial projects and arrangements of the Company will expire, (b) on the
first
anniversary of the closing of the Second Tranche Funding and each subsequent anniversary thereof, the Company will make a
$5
million cash payment to the Designated Holder, provided that the aggregate amount of such payments shall
not
exceed the Second Tranche Funding Amount, and (c) an intellectual property escrow agreement relating to the License Agreements, entered into by the Company and the Designated Holder upon the entry into the Stockholder Agreement, will become effective. See Note
14,
“Subsequent Events”, for more details regarding the Second Tranche Funding.

Series C Preferred Stock

Exchange

In connection with the transactions contemplated by the
May 2017
Purchase Agreements, on
May 8, 2017,
the Company entered into a Security Holder Agreement with Foris and Naxyris. Pursuant to the Security Holder Agreement, Foris and Naxyris agreed to exchange (or the
May 2017
Exchange) their outstanding shares of common stock, representing a total of
1,394,706
shares, for
20,921
shares of the Company’s Series C Convertible Preferred Stock, par value
$0.0001
per share (or the Series C Preferred Stock). In addition, pursuant to the Security Holder Agreement, Foris and Naxyris agreed to
not
convert any of their outstanding convertible promissory notes, warrants or any other equity-linked securities of the Company until the Stockholder Approval. The
May 2017
Exchange was consummated on
May 11, 2017.

Each share of Series C Preferred Stock has a stated value of
$1,000
and automatically converts into common stock, at a conversion price of
$15
per share (or the Series C Conversion Rate), upon the approval by the Company’s stockholders and implementation of the reverse stock split. The Series C Conversion Rate is subject to adjustment in the event of any dividends or distributions of the common stock, or any stock split, reverse stock split, recapitalization, reorganization or similar transaction.

The Series C Preferred Stock is entitled to participate with the common stock on an as-converted basis with respect to any dividends or other distributions to holders of common stock.

The Series C Preferred Stock shall vote together as
one
class with the common stock on an as-converted basis, and shall also vote with respect to matters specifically affecting the Series C Preferred Stock.

In the event of a fundamental transaction, the holders of the Series C Preferred Stock will have the right to receive the consideration receivable as a result of such fundamental transaction by a holder of the number of shares of common stock for which the Series C Preferred Stock is convertible immediately prior to such fundamental transaction (without regard to whether such Series C Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of common stock.

Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series C Preferred stock shall be entitled to receive out of the assets of the Company an amount equal to the greater of (i) the par value of each share of Series C Preferred Stock, plus any accrued and unpaid dividends or other amounts due on such Series C Preferred Stock, prior to any distribution or payment to the holders of common stock or (ii) the amount that a holder would receive if the Series C Preferred Stock were fully converted to common stock immediately prior to such liquidation, dissolution or winding-up (without regard to whether such Series C Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of Common Stock.

The shares of Series C Preferred Stock automatically converted to common stock on
June 6, 2017
as a result of the
15:1
reverse stock split becoming effective. The Company accounted for the Series C Preferred Stock as a non-monetary transaction that had
no
impact on the interim financial statements.

X

- Definition
The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564
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XML 42 R14.htm IDEA: XBRL DOCUMENT v3.7.0.1

Note 6 - Commitments and Contingencies
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Commitments Contingencies and Guarantees [Text Block]

6.
Commitments and Contingencies

Lease Obligations

The Company leases certain facilities and finances certain equipment under operating and capital leases, respectively. Operating leases include leased facilities and capital leases include leased equipment (see Note
4,
"Balance Sheet Components"). The Company recognizes rent expense on a straight-line basis over the noncancelable lease term and records the difference between rent payments and the recognition of rent expense as a deferred rent liability. Where leases contain escalation clauses, rent abatements, and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applies them as a straight-line rent expense over the lease term. The Company has noncancelable operating lease agreements for office, research and development, and manufacturing space, and equipment, that expire at various dates, with the latest expiration in
February 2031.
Rent expense under operating leases was
$1.4
million and
$1.4
million for the
three
months ended
June
30,

2017
and
2016,
respectively, and
$2.8
million and
$2.7
million for the
six
months ended
June 30, 2017
and
2016,
respectively.

Future minimum payments under the Company's lease obligations as of
June
30,

2017
are as follows (in thousands):

Years ending December 31: Capital
Leases Operating
Leases Total Lease
Obligations

2017 (remaining six months) $
530
$
3,406
$
3,936

2018
106

6,889

6,995

2019
22

6,776

6,798

2020
—

7,006

7,006

2021
—

7,242

7,242

Thereafter
—

10,958

10,958

Total future minimum payments $
658
$
42,277
$
42,935

Less: amount representing interest
(27
)

Present value of minimum lease payments
631

Less: current portion
(598
)

Long-term portion $
33

Guarantor Arrangements

The Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officers or directors are serving in their official capacities. The indemnification period remains enforceable for the officer's or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any future payments. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Company had
no
liabilities recorded for these agreements as of
June
30,

2017
and
December
31,

2016.

Purchase Obligations

As of
June
30,

2017
and
December 31, 2016,
the Company had
$0.9
million and
$0.8
million, respectively, in purchase obligations which included
$0.6
million and
$0.6
million, respectively, of noncancelable contractual obligations and construction commitments.

Production Cost Commitment

As of
June
30,

2017,
the Company was committed to manufacture and supply squalane and hemisqualane to the Aprinnova JV at specified cost targets. The Company is obligated to pay all manufacturing costs above the production cost target but is
not
obligated to produce squalane and hemisqualane at a loss. The Company’s obligations under this arrangement for the
three
and
six
months ended
June
30,

2017
were offset by its entitlement to all of the profits of the Aprinnova JV for the periods, which entitlement continues for the
three
year period following the date of the Joint Venture Agreement relating to the Aprinnova JV, up to a maximum of
$10
million.

Other Matters

Certain conditions
may
exist as of the date the financial statements are issued, which
may
result in a loss to the Company but will only be recorded when
one
or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against and by the Company or unasserted claims that
may
result in such proceedings, the Company's management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potential material loss contingency is
not
probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally
not
disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

The Company has levied indirect taxes on sugarcane-based biodiesel sales by Amyris Brasil to customers in Brazil based on advice from external legal counsel. In the absence of definitive rulings from the Brazilian tax authorities on the appropriate indirect tax rate to be applied to such product sales, the actual indirect rate to be applied to such sales could differ from the rate we levied.

In
April 2017,
a securities class action complaint was filed against Amyris and our CEO, John G. Melo, and CFO, Kathleen Valiasek, in the U.S. District Court for the Northern District of California. The complaint seeks unspecified damages on behalf of a purported class that would comprise all individuals who acquired our common stock between
March 2, 2017
and
April 17, 2017.
The complaint alleges securities law violations based on statements made by the Company in its earnings press release issued on
March 2, 2017
and Form
12b
-
25
filed with the SEC on
April 3, 2017.
We believe the complaint lacks merit, and intend to defend ourselves vigorously.

In
June 2017,
an alleged shareholder, Pedro Gutierrez, caused a purported shareholder derivative suit entitled
Gutierrez v John G. Melo et al
, Case
No.
BC
665782,
to be filed in the Superior Court for the State of California, County of Los Angeles. The lawsuit names Amyris Inc. as a nominal defendant and names a number of the Company's current officers and directors as additional defendants. The lawsuit seeks to recover, on the Company's behalf, unspecified damages purportedly sustained by the Company in connection with allegedly misleading statements and/or omissions made in connection with the Company's securities filings. It also seeks a series of changes to the Company's corporate governance policies, restitution to the Company from the individual defendants, and an award of attorneys' fees. This purported shareholder derivative action is based on substantially the same facts as the securities class action described above. We do
not
believe the claims in the complaint have merit, and intend to defend ourselves vigorously.

The Company is subject to disputes and claims that arise or have arisen in the ordinary course of business and that have
not
resulted in legal proceedings or have
not
been fully adjudicated. Such matters that
may
arise in the ordinary course of business are subject to many uncertainties and outcomes are
not
predictable with reasonable assurance and therefore an estimate of all the reasonably possible losses cannot be determined at this time. Therefore, if
one
or more of these legal disputes or claims resulted in settlements or legal proceedings that were resolved against the Company for amounts in excess of management’s expectations, the Company’s condensed consolidated financial statements for the relevant reporting period could be materially adversely affected.

X

- Definition
The entire disclosure for commitments, contingencies, and guarantees.
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Note 7 - Joint Ventures and Noncontrolling Interest
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Equity Method Investments and Joint Ventures Disclosure [Text Block]
7.
Joint Ventures and Noncontrolling Interests

Aprinnova JV

The Company is a
50%
owner of a joint venture, Aprinnova, LLC (the Aprinnova JV), which the Company has determined is a VIE and that the Company is the VIE's primary beneficiary because of the Company's significant ongoing involvement in the Aprinnova JV's operational decision making and the Company's guarantee of production costs for squalane/hemisqualane. Accordingly, the Company accounts for the Aprinnova JV under the consolidation method of accounting.

The table below reflects the carrying amount of the Aprinnova JV's assets and liabilities, for which the Company is the primary beneficiary at
June 30, 2017:

(In thousands) June 30, 2017 December 31, 2016

Assets $
32,541
$
30,778

Liabilities
2,221

333

The change in the Company's noncontrolling interest in Aprinnova JV for the
six
months ended
June
30,

2017
and
2016,
is summarized below (in thousands):

2017 2016

Balance at January 1 $
937
$
—

Acquisition of noncontrolling interest
—

114

Balance at June 30 $
937
$
114

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The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.
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Note 8 - Significant Agreements
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Collaborative Arrangement Disclosure [Text Block]
8.
Significant Agreements

Research and Development Activities

Firmenich Collaboration Agreement

In
March
2013,
the Company entered into a Collaboration Agreement (or, as amended, the Firmenich Collaboration Agreement) with Firmenich SA (or Firmenich), a global flavors and fragrances company, to establish a collaboration arrangement for the development and commercialization of multiple renewable flavors and fragrances compounds. Under the Firmenich Collaboration Agreement, except for rights granted under pre-existing collaboration relationships, the Company granted Firmenich exclusive access to specified Company intellectual property for the development and commercialization of flavors and fragrances compounds in exchange for research and development funding and a profit sharing arrangement. The Firmenich Collaboration Agreement superseded and expanded the
November 2010
Master Collaboration and Joint Development Agreement between the Company and Firmenich. Unless sooner terminated in accordance with its terms, the Firmenich Collaboration Agreement has an initial term of
10
years and will automatically renew at the end of such term (and at the end of any extension) for an additional
3
-year term unless and until a party provides the other party written notice, at least
twelve
months before the end of the then-current term, of its desire to terminate the agreement at the end of the then-current term.

The Firmenich Collaboration Agreement provided for annual, up-front funding to the Company by Firmenich of
$10.0
million for each of the
first

three
years of the collaboration. Payments of
$10.0
million were received by the Company in each of
March 2013,
2014
and
2015.
The Firmenich Collaboration Agreement contemplates additional funding by Firmenich of up to
$5.0
million under
four
potential milestone payments, as well as additional funding by the collaboration partner on a discretionary basis. Through
June 2017,
the Company achieved all
four
performance milestones under the Firmenich Collaboration Agreement and recognized collaboration revenues of
$2.1
million and
$1.3
million for the
three
months ended
June 30, 2017
and
2016,
respectively, and
$3.2
million and
$4.3
million for the
six
months ended
June 30, 2017
and
2016,
respectively. The Firmenich Collaboration Agreement does
not
impose any specific research and development obligations on either party after year six, but provides that if the parties mutually agree to perform research and development activities after year six, the parties will fund such activities equally.

Under the Firmenich Collaboration Agreement, the parties agreed to jointly select target compounds, subject to final approval of compound specifications by Firmenich. During the development phase, the Company would be required to provide labor, intellectual property and technology infrastructure and Firmenich would be required to contribute downstream polishing expertise and market access. The Firmenich Collaboration Agreement provides that the Company will own research and development and strain engineering intellectual property, and Firmenich will own blending and, if applicable, chemical conversion intellectual property. Under certain circumstances, such as the Company’s insolvency, Firmenich would gain expanded access to the Company’s intellectual property. The Firmenich Collaboration Agreement contemplates that, following development of flavors and fragrances compounds, the Company will manufacture the initial target molecules for the compounds and Firmenich will perform any required downstream polishing and distribution, sales and marketing. The Firmenich Collaboration Agreement provides that the parties will mutually agree on a supply price for each compound developed under the agreement and, subject to certain exceptions, will share product margins from sales of each such compound on a
70/30
basis (
70%
for Firmenich) until Firmenich receives
$15.0
million more than the Company in the aggregate from such sales, after which time the parties will share the product margins
50/50.
The Company also agreed to pay a
one
-time success bonus to Firmenich of up to
$2.5
million if certain commercialization targets are met. Such targets have
not
been met as of
June 30, 2017.

In
September 2014,
the Company entered into a supply agreement with Firmenich for compounds developed under the Firmenich Collaboration Agreement. The Company recognized
$0.9
million and
$2.6
million of revenues from product sales under this agreement for the
three
months ended
June 30, 2017
and
2016,
respectively and
$2.1
million and
$4.6
million for the
six
months ended
June 30, 2017
and
2016,
respectively.

In
December 2016,
the Company and Firmenich entered into an amendment of the Firmenich Collaboration Agreement, pursuant to which the parties agreed to exclude certain compounds from the scope of the agreement and to permit the Company to engage in certain activities relating to such excluded compounds with a
third
party, in exchange for a
ten
percent royalty on net sales by the Company to such
third
party of products related to such excluded compounds, as well as (i) the transfer of certain technical materials relating to the Firmenich Collaboration Agreement, previously held in escrow, to Firmenich, (ii) a credit to Firmenich against products previously ordered from the Company under the parties’ existing supply agreement, (iii) a reduced price for the sale of additional products to Firmenich under such supply agreement, and (iv) training for the employees of Firmenich at the Company’s manufacturing plant located in Brotas, Brazil. As a result of the
2016
amendment, the Company's arrangements are considered for revenue recognition purposes to comprise a single multiple-element arrangement.

Kuraray Collaboration Agreement

In
July 2011,
the Company entered into a collaboration agreement with Kuraray Co., Ltd (or Kuraray), with an initial focus on using farnesene-based polymers to replace petroleum-derived additives in tires. In
March 2014,
the Company entered into the Second Amended and Restated Collaboration Agreement with Kuraray in order to extend the term of the original collaboration agreement between the Company and Kuraray for an additional
two
years and add additional fields and products to the scope of development. In consideration for the Company’s agreement to extend the term of the original collaboration agreement and add additional fields and products, Kuraray agreed to pay the Company
$4.0
million in
two
equal installments of
$2.0
million. The
first
installment was paid on
April
30,

2014
and the
second
installment was due on
April
30,

2015.
In
March 2015,
the Company and Kuraray entered into the First Amendment to the Second Amended and Restated Collaboration Agreement to extend the term of the collaboration agreement until
December 31, 2016
and to accelerate payment to the Company of the
second
installment of
$2.0
million due from Kuraray under the Second Amended and Restated Collaboration Agreement to
March 31, 2015.
Subsequently, in
November 2016
the Company and Kuraray entered into Amendment
#3
to the Second Amended and Restated Collaboration Agreement to, among other things, extend the term of the collaboration agreement to
December 31, 2018
as well as extend certain exclusive rights granted to Kuraray under the collaboration agreement. In connection with such extensions, Kuraray agreed to pay the Company
$1.0
million in
two
equal installments of
$500,000
on or before
January 15, 2017
and
January 15, 2018,
respectively.

Under this agreement, the Company recognized (i) collaboration revenues of
$0.1
million and
$0.4
million for the
three
months ended
June
30,

2017
and
2016,
respectively, and
$0.3
million and
$0.8
million for the
six
months ended
June 30, 2017
and
2016,
respectively, and (ii) revenues from product sales of
$1.9
million and
$0.2
million for the
three
months ended
June
30,

2017
and
2016,
respectively, and
$3.6
million and
$0.2
million for the
six
months ended
June 30, 2017
and
2016,
respectively.

DARPA Technology Investment Agreement

In
September 2015,
the Company entered into a Technology Investment Agreement (or, as amended, the
2015
TIA) with The Defense Advanced Research Projects Agency (or DARPA), under which the Company, with the assistance of
five
specialized subcontractors, will work to create new research and development tools and technologies for strain engineering and scale-up activities. The program that is the subject of the
2015
TIA will be performed and funded on a milestone basis, where DARPA, upon the Company’s successful completion of each milestone event in the
2015
TIA, will pay the Company the amount set forth in the
2015
TIA corresponding to such milestone event. Under the
2015
TIA, the Company and its subcontractors could collectively receive DARPA funding of up to
$35.0
million over the program’s
4
-year term if all of the program’s milestones are achieved. In conjunction with DARPA’s funding, the Company and its subcontractors are obligated to collectively contribute
$15.5
million toward the program over its
four
year term (primarily by providing specified labor and/or purchasing certain equipment). The Company can elect to retain title to the patentable inventions it produces under the program, but DARPA receives certain data rights as well as a government purposes license to certain of such inventions. Either party
may,
upon written notice and subject to certain consultation obligations, terminate the
2015
TIA upon a reasonable determination that the program will
not
produce beneficial results commensurate with the expenditure of resources.

The Company recognized collaboration revenues of $
4.7
million and
$2.3
million under this agreement for the
three
months ended
June 30, 2017
and
2016,
respectively, and
$5.7
million and
$3.5
million for the
six
months ended
June 30, 2017
and
2016,
respectively.

Nenter Agreements

In
April 2016,
the Company entered into a Renewable Farnesene Supply Agreement (or, as amended, the Nenter Supply Agreement) with Nenter & Co., Inc. (or Nenter) to establish the terms of a supply and value-share arrangement between the Company and Nenter related to farnesene. Under the Nenter Supply Agreement and related agreements, the Company has agreed to supply Nenter with farnesene at prices and on delivery terms set forth in the Nenter Supply Agreement and to provide Nenter with certain exclusive purchase rights, and Nenter has agreed to annual minimum purchase volume requirements and to provide the Company with quarterly value-share payments representing a portion of Nenter’s profit on the sale of products produced using farnesene purchased under the Nenter Supply Agreement. For the remaining
six
months of
2017,
Nenter agreed to pay the Company
$2.4
million under the value-share arrangement. Unless earlier terminated in accordance with its terms, the Nenter Supply Agreement will remain in effect until
December 31, 2020
and will automatically renew at the end of such initial term for an additional
5
-year term unless a party provides the other party written notice,
no
later than
July 1, 2020,
of its desire to terminate the agreement at the end of the initial term.

The Company recognized revenues from product sales under the Nenter Supply Agreement of
$6.6
million and
zero
for the
three
months ended
June
30,

2017
and
2016,
respectively, and
$8.9
million and
$0.03
million for the
six
months ended
June 30, 2017
and
2016,
respectively.

In
October 2016,
the Company entered into a Cooperation Agreement (or the Nenter Cooperation Agreement) with Nenter. Under the Nenter Cooperation Agreement, the parties agreed to collaborate to create and develop certain compounds and, in the event the parties achieve certain specified development targets, the parties would establish and implement a worldwide manufacturing and commercialization plan relating thereto. In connection with the transactions contemplated by the
May 2017
Purchase Agreements and the Stockholder Agreement, as described in Note
5,
"Debt and Mezzanine Equity", on
May 8, 2017,
the Company and Nenter entered into a letter agreement to terminate the Cooperation Agreement, dated as of
October 26, 2016,
between the Company and Nenter, pursuant to which the parties had agreed to collaborate to create and develop certain compounds and, in the event the parties achieved certain specified development targets, to establish and implement a worldwide manufacturing and commercialization plan relating thereto. In connection with the termination of the Cooperation Agreement, the Company agreed to pay Nenter a fee of
$2.5
million on or before
June 22, 2017.
Subsequently, the parties agreed that such payment would be due within
40
days of
June 28, 2017.

Givaudan Agreements

In
June 2016,
the Company entered into a Collaboration Agreement with Givaudan to establish a collaboration for the development and commercialization of certain renewable compounds for use in the fields of active cosmetics and flavors (or the Givaudan Collaboration Agreement). Under the Givaudan Collaboration Agreement, the Company agreed to use its labor, intellectual property and technology infrastructure to develop and commercialize certain compounds for Givaudan. In exchange, Givaudan agreed to pay to the Company
$12.0
million in semi-annual installments of
$3.0
million each, beginning on
June 30, 2016.
The Company received installments of
$3.0
million in
June 2016,
December 2016
and
June 2017,
and these amounts were recognized in deferred revenue as of such dates.

Pursuant to the Givaudan Collaboration Agreement, the Company agreed to grant to Givaudan an exclusive license to the intellectual property that the Company generates under the agreement. Such license will include the rights to make, use and sell compounds in the active cosmetics and flavors fields, and is subject to certain ‘claw back’ rights by the Company if a compound is
not
commercialized by Givaudan during the term of the agreement. The Company also agreed to grant Givaudan non-exclusive rights to certain portions of the Company’s existing intellectual property in order to facilitate activities under the Givaudan Collaboration Agreement. Givaudan, on the other hand, agreed to grant the Company a non-exclusive license to the intellectual property that is generated under the Givaudan Collaboration Agreement. Such non-exclusive license will include the rights to make, use and sell compounds in all fields except active cosmetics and flavors.

Subject to certain rights granted to a
third
party, Givaudan will have the exclusive right to commercialize the compounds in the active cosmetics and flavors markets during the term of the agreement. Further, the Company has agreed that it will
not
assist any
third
party in the development or commercialization of other compounds for sale or use in the active cosmetics or flavors markets during the term of the Givaudan Collaboration Agreement. In addition, the Givaudan Collaboration Agreement contemplates that the Company will be the primary supplier of commercial quantities of the compounds to Givaudan pursuant to supply agreements to be mutually negotiated by the parties. Unless sooner terminated in accordance with its terms, the Givaudan Collaboration Agreement has an initial term of
2
years and, prior to the expiration of the initial term, the parties will meet and discuss in good faith the extension of the agreement beyond the initial term.

The Company recognized collaboration revenues under the Givaudan Collaboration Agreement of
$1.5
million and
$0
for the
three
months ended
June 30, 2017
and
2016,
respectively, and
$3.0
million and
$0
for the
six
months ended
June 30, 2017
and
2016,
respectively.

Ginkgo Initial Strategic Partnership Agreement and Collaboration Agreement

In
June 2016,
the Company entered into an Initial Strategic Partnership Agreement (Initial Ginkgo Agreement) with Ginkgo Bioworks, Inc. (or Ginkgo), pursuant to which the Company licensed certain intellectual property to Ginkgo in exchange for a fee of
$20.0
million, to be paid by Ginkgo to the Company in
two
installments, and a
ten
percent royalty on net revenue, including without limitation net sales, royalties, fees and any other amounts received by Ginkgo related directly to such license. The
first
installment of
$15.0
million was received on
July 25, 2016.
The
second
installment, in the amount of
$5.0
million, has
not
been received as of
June 30, 2017,
and accordingly,
no
revenue has been recognized.

In addition, pursuant to the Initial Ginkgo Agreement, (i) the Company and Ginkgo agreed to pursue the negotiation and execution of a detailed definitive partnership and license agreement setting forth the terms of a commercial partnership and collaboration arrangement between the parties (Ginkgo Collaboration), (ii) the Company agreed to issue to Ginkgo an option to purchase
333,334
shares of the Company’s common stock at an exercise price of
$7.50,
exercisable for
one
year from the date of issuance, in connection with the execution of such definitive agreement for the Ginkgo Collaboration, (iii) the Company received a deferment of all scheduled principal repayments under the Senior Secured Loan Facility, the lender and administrative agent under which is an affiliate of Ginkgo, as well as a waiver of the Minimum Cash Covenant, through
October 31, 2016
and (iv) in connection with the execution of the definitive agreement for the Ginkgo Collaboration, the parties would effect an amendment of the LSA to (
x
) extend the maturity date of all outstanding loans under the Senior Secured Loan Facility, (y) waive any required amortization payments under the Senior Secured Loan Facility until maturity and (z) eliminate the Minimum Cash Covenant under the Senior Secured Loan Facility. See Note
5,
“Debt and Mezzanine Equity” for details regarding the amendments to the LSA entered into in connection with the Initial Ginkgo Agreement and Ginkgo Collaboration Agreement (as defined below).

On
August 6, 2016,
the Company issued to Ginkgo a warrant to purchase
333,334
shares of the Company’s common stock at an exercise price of
$7.50
per share, exercisable for
one
year from the date of issuance. The warrant was issued prior to the execution of the definitive agreement for the Ginkgo Collaboration in connection with the transfer of certain information technology from Ginkgo to the Company.

On
September 30, 2016,
the Company and Ginkgo entered into a Collaboration Agreement (Ginkgo Collaboration Agreement) setting forth the terms of the Ginkgo Collaboration, under which the parties will collaborate to develop, manufacture and sell commercial products and will share in the value created thereby. The Ginkgo Collaboration Agreement provides that, subject to certain exceptions, all
third
party contracts for the development of chemical small molecule compounds whose manufacture is enabled by the use of microbial strains and fermentation technologies that are entered into by the Company or Ginkgo during the term of the Ginkgo Collaboration Agreement will be subject to the Ginkgo Collaboration and the approval of the other party (
not
to be unreasonably withheld). Responsibility for the engineering and small-scale process development of the newly developed products will be allocated between the parties on a project-by-project basis, and the Company will be principally responsible for the commercial scale-up and production of such products, with each party generally bearing their own respective costs and expenses relating to the Ginkgo Collaboration, including capital expenditures. Notwithstanding the foregoing, subject to the Company sourcing funding and breaking ground on a new production facility by
March 30, 2017,
Ginkgo will pay the Company a fee of
$5.0
million. The Company has met the conditions to receive the
second
installment. That amount has
not
yet been received as of
June 30, 2017,
and accordingly,
no
revenue has been recognized.

Under the Ginkgo Collaboration Agreement, subject to certain exceptions, including excluded or refused products and cost savings initiatives, the profit on the sale of products subject to the Ginkgo Collaboration Agreement as well as cost-sharing, milestone and “value-creation” payments associated with the development and production of such products will be shared equally between the parties. The parties also agreed to provide each other with a license and other rights to certain intellectual property necessary to support the development and manufacture of the products under the Ginkgo Collaboration, and also to provide each other with access to certain other intellectual property useful in connection with the activities to be undertaken under the Ginkgo Collaboration Agreement, subject to certain carve-outs.

The initial term of the Ginkgo Collaboration Agreement is
three
years, and will automatically renew for successive
one
-year terms unless either party provides written notice of termination
not
less than
90
days prior to the expiration of the then-current term. In addition, the Ginkgo Collaboration Agreement provides that the parties will evaluate the performance of the Ginkgo Collaboration as of the
18
-month anniversary of the Ginkgo Collaboration Agreement, and if either party has been repeatedly unable to perform or meet its commitments under the Ginkgo Collaboration Agreement, the other party will have the right to terminate the Ginkgo Collaboration Agreement on
30
days written notice.

In
April 2017,
the Company issued a secured promissory note to Ginkgo, in the principal amount of
$3
million, in satisfaction of certain payments owed by the Company to Ginkgo under the Ginkgo Collaboration Agreement, as described in more detail in Note
5,
“Debt and Mezzanine Equity.”

The Company recognized
zero
and
zero
of collaboration revenues under the Initial Ginkgo Agreement and the Ginkgo Collaboration Agreement for the
three
months ended
June 30, 2017
and
June 30, 2016,
respectively, and
zero
and
zero
of collaboration revenues for the
six
months ended
June 30, 2017
and
June 30, 2016,
respectively. As of
June 30, 2017,
$1.5
million is payable by the Company to Ginkgo under the Ginkgo Collaboration Agreement for its share of collaboration payments and license fees.

Blue California Agreements

In
December 2016,
the Company entered into an Intellectual Property License and Strain Access Agreement with Phyto Tech Corp. (d/b/a Blue California), a food ingredients and nutraceuticals company. Pursuant to the agreement, the Company granted Blue California a royalty-free, non-exclusive, worldwide, license to access and use certain Company intellectual property for the purpose of research and development, scale-up, manufacturing and commercialization activities. In exchange for such license, Blue California agreed to pay the Company a fee of
$10
million in cash. On
March 31, 2017,
the Company entered into a subsequent agreement with Blue California whereby, among other things, Blue California’s affiliates agreed to provide the Company with access to their fermentation manufacturing capacity in China and the Company agreed to transfer additional intellectual property to Blue California for use in collaboration activities between the parties. On
April 17, 2017,
the Company and Blue California entered into a further agreement pursuant to which, among other things, the Company granted Blue California certain exclusive rights in connection with the manufacture of Company products in China, and certain non-exclusive rights worldwide to manufacture Company products, in each case subject to certain conditions. In
April 2017,
the Company announced that it had agreed to take a minority equity stake in SweeGen, Inc. (or SweeGen),
one
of Blue California’s affiliates focused on the sweetener market, in lieu of the
$10
million cash payment due under the terms of the Intellectual Property License and Strain Access Agreement. On
April 21, 2017,
the Company received
850,115
shares of SweeGen common stock in satisfaction of Blue California’s payment obligation under the Intellectual Property License and Strain Access Agreement.

The Company recognized revenues of
$2.7
million and
$0
under this agreement for the
three
months ended
June 30, 2017
and
2016,
respectively and
$2.7
million and
$0
for the
six
months ended
June 30, 2017
and
2016,
respectively.

Financing Agreements

At Market Issuance Sales Agreement

On
March 8, 2016,
the Company entered into an At Market Issuance Sales Agreement (or the ATM Sales Agreement) with FBR Capital Markets & Co. and MLV & Co. LLC (or the Agents) under which the Company
may
issue and sell shares of its common stock having an aggregate offering price of up to
$50.0
million (or the ATM Shares) from time to time through the Agents, acting as its sales agents, under the Company’s Registration Statement on Form S-
3
(File
No.

333
-
203216
), effective
April 15, 2015.
Sales of the ATM Shares through the Agents, if any, will be made by any method that is deemed an “at the market offering” as defined in Rule
415
under the Securities Act, including by means of ordinary brokers’ transactions at market prices, in block transactions, or as otherwise agreed by the Company and the Agents. Each time that the Company wishes to issue and sell ATM Shares under the ATM Sales Agreement, the Company will notify
one
of the Agents of the number of ATM Shares to be issued, the dates on which such sales are anticipated to be made, any minimum price below which sales
may
not
be made and other sales parameters as the Company deems appropriate. The Company will pay the designated Agent a commission rate of up to
3.0%
of the gross proceeds from the sale of any ATM Shares sold through such Agent as agent under the ATM Sales Agreement. The ATM Sales Agreement contains customary terms, provisions, representations and warranties. The ATM Sales Agreement includes
no
commitment by other parties to purchase shares the Company offers for sale.

During the
six
months ended
June 30, 2017,
the Company did
not
sell any shares of common stock under the ATM Sales Agreement. As of the date hereof,
$50.0
million remained available for future sales under the ATM Sales Agreement.

See Note
14,
“Subsequent Events”, for information regarding financing agreements subsequent to
June 30, 2017.

X

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The entire disclosure for collaborative arrangements in which the entity is a participant, including a) information about the nature and purpose of such arrangements; b) its rights and obligations thereunder; c) the accounting policy for collaborative arrangements; and d) the income statement classification and amounts attributable to transactions arising from the collaborative arrangement between participants.
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Note 9 - Goodwill and Intangible Assets
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]
9.
Goodwill and Intangible Assets

The following table presents the components of the Company's intangible assets (in thousands):

June 30, 2017 December 31, 2016

Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value

In-process research and development
Indefinite
$
8,560
$
(8,560
) $
—
$
8,560
$
(8,560
) $
—

Acquired licenses and permits
2

772

(772
)
—

772

(772
)
—

Goodwill
Indefinite

560

—

560

560

—

560

$
9,892
$
(9,332
) $
560
$
9,892
$
(9,332
) $
560

The Company has a single reportable segment. Consequently, all of the Company's goodwill is attributable to that single reportable segment.

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The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.
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Note 10 - Stock-based Compensation
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
10.
Stock-Based Compensation

The Company’s stock option activity and related information for the
six
months ended
June
30,

2017
was as follows:

Number
Outstanding Weighted-
Average
Exercise
Price Weighted-
Average
Remaining
Contractual
Life (Years) Aggregate
Intrinsic
Value

(in thousands)

Outstanding - December 31, 2016
875,021
$
55.20

Options granted
192,569
$
6.94

—
$
—

Options exercised
(133
) $
4.20

—
$
—

Options forfeited
(70,182
) $
27.03

—
$
—

Outstanding - June 30, 2017
997,275
$
47.87

7.01
$
440

Vested and expected to vest after June 30, 2017
895,140
$
51.99

6.76
$
310

Exercisable at June 30, 2017
539,738
$
76.14

5.36
$
—

The Company’s restricted stock units (or "RSUs") and restricted stock activity and related information for the
six
months ended
June
30,

2017
are as follows:

RSUs Weighted-
Average Grant-
Date Fair Value Weighted Average
Remaining
Contractual Life
(Years)

Outstanding - December 31, 2016
454,923
$
17.48

Awarded
354,117
$
6.74

—

Vested
(106,833
) $
22.33

—

Forfeited
(35,871
) $
13.76

—

Outstanding - June 30, 2017
666,336
$
11.20

1.64

Expected to vest after June 30, 2017
501,550
$
11.56

1.45

Stock-based Compensation Expense

Stock-based compensation expense related to options and restricted stock units granted to employees and non-employees was allocated to research and development expense and sales, general and administrative expense as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2017 2016 2017 2016

Research and development $
441
$
485
$
925
$
976

Sales, general and administrative
597

1,304

1,759

2,864

Total stock-based compensation expense $
1,038
$
1,789
$
2,684
$
3,840

As of
June
30,

2017,
there was unrecognized compensation expense of
$8.5
million related to stock options and RSUs. The Company expects to recognize this expense over a weighted-average period of
2.9
years.

Stock-based compensation expense for RSUs is measured based on the closing fair market value of the Company's common stock on the date of grant. Stock-based compensation expense for stock options and employee stock purchase plan rights is estimated at the grant date and offering date, respectively, based on their fair-value using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee stock options was estimated using the following weighted-average assumptions:

Three Months Ended June 30, Six Months Ended June 30,

2017 2016 2017 2016

Expected dividend yield
—
%
—
%
—
%
—
%

Risk-free interest rate
1.82
%
1.4
%
1.82
%
1.4
%

Expected term (in years)
5.38

6.16

5.38

6.16

Expected volatility
85.7
%
72.5
%
85.7
%
72.5
%

X

- Definition
The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
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Note 11 - Related Party Transactions
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]
11.
Related Party Transactions

Related Party Financings

See Note
5,
“Debt and Mezzanine Equity” for a description of related party financings and related transactions during the
three
and
six
months ended
June 30, 2017.
In addition, see Note
14,
“Subsequent Events” for related party financings and related transactions subsequent to
June 30, 2017.

As of
June 30, 2017
and
December
31,

2016,
convertible notes and loans with related parties were outstanding in aggregate amounts of
$46.3
million and
$72.4
million, respectively, net of debt discount and issuance costs of
$5.1
million and
$6.7
million, respectively.

The fair value of the derivative liability in connection with the related party convertible notes and preferred stock as of
June
30,

2017
and
December
31,

2016
was
$41.0
million and
$0.8
million, respectively. For the
three
months ended
June 30, 2017
and
2016,
the Company recognized gains from change in fair value of the derivative instruments of
$22.3
million and
$3.9
million, respectively. For the
six
months ended
June
30,

2017
and
2016,
the Company recognized gains from change in fair value of the derivative instruments of
$20.0
million and
$8.4
million, respectively (see Note
3,
"Fair Value of Financial Instruments", for further details).

Related Party Revenues

During the
three
and
six
months ended
June 30, 2017
and
2016,
the Company recognized
$0.1
million of related party revenues from R&D services to DSM. Related party accounts receivable as of
June 30, 2017
and
December 31, 2016,
were
$0.6
million and
$0.8
million, respectively.

Joint Venture with Cosan and American Refining Group

In
June 2017,
the Company made a
$60,000
equity contribution to its investment in Novvi LLC.

Pilot Plant Agreements with Total

The Company and Total are parties to
two five
-year agreements, each dated
April 4, 2014
and subsequently amended, under which the Company leases space in its pilot plants to Total and provides Total with fermentation and downstream separation scale-up services in such space and training to Total employees, and utilizes Total employees to perform certain research and development services for the Company. At
June 30, 2017
and
December 31, 2016,
the net amounts on our condensed consolidated balance sheets in connection with these agreements were payables to Total of
$1.4
million and
$1.8
million, respectively.

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Note 12 - Income Taxes
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Income Tax Disclosure [Text Block]
12.
Income Taxes

The Company recorded income tax provisions of
$0.3
million and
$0.1
million for the
three
months ended
June 30, 2017
and
2016,
respectively and
$0.3
million and
$0.3
million for the
six
months ended
June 30, 2017
and
2016,
respectively. The provisions for income taxes for all periods presented consisted of accrued Brazilian withholding tax on interest on intercompany loans. Other than the above mentioned income tax amounts,
no
additional provision for income taxes has been made, net of the valuation allowance, due to cumulative losses since commencement of the Company's operations.

X

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Note 13 - Net Loss Per Share Attributable to Common Stockholders
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Earnings Per Share [Text Block]
13.
Net Loss per Share Attributable to Common Stockholders

Basic net loss per share attributable to common stockholders is computed by dividing the Company’s net loss attributable to Amyris, Inc. common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities, including stock options, restricted stock units, common stock warrants and convertible promissory notes using the treasury stock method or the as-converted method, as applicable. For the
three
and
six
months ended
June 30, 2017,
basic net loss per share attributable to common stockholders was the same as diluted net loss per share attributable to common stockholders because the inclusion of all potentially dilutive securities outstanding was anti-dilutive.

The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):

Three Months Ended June 30, Six Months Ended June 30,

2017 2016 2017 2016

Numerator:

Net income (loss) $
620
$
(13,566
) $
(36,751
) $
(28,874
)

Less deemed dividend (capital distribution to related parties)
(8,648
)
—

(8,648
)
—

Less deemed dividend related to beneficial conversion feature on Series A preferred stock
(562
)
—

(562
)
—

Less cumulative dividends on Series A and Series B preferred stock
(1,675
)
—

(1,675
)
—

Net loss attributable to Amyris, Inc. common stockholders, basic
(10,265
)
(13,566
)
(47,636
)
(28,874
)

Interest on convertible debt
—

1,591

—

3,501

Accretion of debt discount
—

1,846

—

3,479

Loss (gain) from change in fair value of derivative instruments
—

(19,116
)
—

(37,803
)

Net loss attributable to Amyris, Inc. common stockholders, diluted $
(10,265
) $
(29,245
) $
(47,636
) $
(59,697
)

Denominator:

Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic
23,155,874

14,874,135

21,226,013

14,426,247

Basic loss per share $
(0.44
) $
(0.91
) $
(2.24
) $
(2.00
)

Weighted-average shares of common stock outstanding
23,155,874

14,874,135

21,226,013

14,426,247

Effect of dilutive convertible promissory notes
—

2,652,275

—

2,827,714

Weighted-average common stock equivalents used in computing net loss per share of common stock, diluted
23,155,874

17,526,410

21,226,013

17,253,961

Diluted loss per share $
(0.44
) $
(1.67
) $
(2.24
) $
(3.46
)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share of common stock because including them would have been anti-dilutive:

Three Months Ended June 30,

Six Months Ended June 30,

2017

2016

2017

2016

Period-end stock options to purchase common stock
997,275

948,603

997,275

948,603

Convertible promissory notes (1)
6,270,734

4,489,743

6,270,734

4,489,743

Period-end common stock warrants
16,871,700

193,429

16,871,700

193,429

Period-end restricted stock units
666,336

520,602

666,336

520,602

Total
24,806,045

6,152,377

24,806,045

6,152,377

______________

(
1
)

The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect as of the respective period end dates. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price under certain circumstances, which could potentially increase the dilutive shares outstanding. Another portion of the convertible promissory notes issued carries a provision for an increase in the conversion rate under certain circumstances, which could also potentially increase the dilutive shares outstanding.

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Note 14 - Subsequent Events
6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Subsequent Events [Text Block]
14.
Subsequent Events

August 2017
Financing Transactions

DSM Purchase Agreement

On
August 2, 2017,
the Company entered into a Securities Purchase Agreement (or the DSM Purchase Agreement) with DSM for the issuance and sale of
25,000
shares of Series B Preferred Stock and an
August 2017
DSM Cash Warrant (as defined below) to purchase
3,968,116
shares of Common Stock and an
August 2017
DSM Dilution Warrant (as defined below) (or, collectively, the
August 2017
DSM Warrants and the shares of common stock issuable upon exercise of the DSM Warrants, the
August 2017
DSM Warrant Shares) in a private placement pursuant to the exemption from registration under Section
4
(a)(
2
) of the Securities Act and Regulation D promulgated under the Securities Act (or the
August 2017
DSM Offering).

On
August 7, 2017,
the Company and DSM closed the issuance and sale of
25,000
shares of Series B Preferred Stock and the DSM Warrants (or the
August 2017
DSM Closing), resulting in net proceeds to the Company of approximately
$24.8
million after payment of offering expenses. In addition, on
August 7, 2017,
the Company and DSM entered into the Amended and Restated Stockholder Agreement (as defined below) and certain of the License Agreements became effective. The
August 2017
DSM Offering represented the “Second Tranche Funding” described above in Note
5,
“Debt and Mezzanine Equity.”

The DSM Purchase Agreement includes customary representations, warranties and covenants of the parties. In addition, the Company, subject to certain exceptions, (i)
may
not
issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock until
October 31, 2017, (
ii)
may
not
enter into an agreement to effect any issuance by the Company involving a variable rate transaction until
May 11, 2018
and (iii)
may
not
issue any shares of common stock or securities convertible into or exercisable or exchangeable for common stock at a price below the Dilution Floor (as defined below) without DSM’s consent.

DSM Warrants

At the
August 2017
DSM Closing, the Company issued to DSM a warrant, with an exercise price of
$6.30
per share, to purchase
3,968,116
shares of common stock (or the
August 2017
DSM Cash Warrant). The exercise price of the
August 2017
DSM Cash Warrant is subject to standard adjustments as well as full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the
three
-year period following the DSM Closing (or the DSM Dilution Period) at a per share price (including any conversion or exercise price, if applicable) less than the then-current exercise price of the DSM Cash Warrant, subject to certain exceptions.

In addition, at the DSM Closing, the Company issued to DSM a warrant, with an exercise price of
$0.0001
per share (or the
August 2017
DSM Dilution Warrant), to purchase a number of shares of common stock sufficient to provide DSM with full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the DSM Dilution Period at a per share price (including any conversion or exercise price, if applicable) less than
$6.30
per share, the effective per share price paid by DSM for the shares of common stock issuable upon conversion of the Series B Preferred Stock purchased by DSM in the
August 2017
DSM Offering (including shares of common stock issuable as payment of dividends or the Make-Whole Payment, assuming that all such dividends and the Make-Whole Payment are made in Common Stock), subject to certain exceptions and subject to a price floor of
$0.10
per share (or the Dilution Floor).

The effectiveness of the anti-dilution adjustment provision of the
August 2017
DSM Cash Warrant and the exercise of the
August 2017
DSM Dilution Warrant will be subject to the
August 2017
Offerings Stockholder Approval (as defined below). The
August 2017
DSM Warrants will each have a term of
five
years from the date the
August 2017
DSM Warrants are initially exercisable.

The
August 2017
DSM Warrants were issued in a private placement pursuant to the exemption from registration under Section
4
(a)(
2
) of the Securities Act and Regulation D promulgated under the Securities Act.

Registration

Pursuant to the DSM Purchase Agreement, the Company on
August 4, 2017
filed a registration statement on Form S-
3
providing for the resale by DSM of the shares of common stock issuable upon conversion of the Series B Preferred Stock issued in the
August 2017
DSM Offering, and the
August 2017
DSM Warrant Shares.

Amended and Restated Stockholder Agreement

In connection with the
August 2017
DSM Closing, the Company and DSM entered into an amendment to the stockholder agreement dated
May 11, 2017
between the Company and DSM (or the Amended and Restated Stockholder Agreement) providing, among other things, that DSM will have the right to designate
two
directors selected by DSM (or the DSM Directors), subject to certain restrictions, to the Board. The Company will agree to appoint the DSM Directors and to use reasonable efforts, consistent with the Board’s fiduciary duties, to cause the DSM Directors to be re-nominated in the future; provided, that (i) DSM will only have the right to designate
one
DSM Director at such time as DSM beneficially owns less than
10%
of the Company’s outstanding voting securities and (ii) DSM will
no
longer have the right to designate any DSM Director at such time as DSM beneficially owns less than
4.5%
of the Company’s outstanding voting securities. The Amended and Restated Stockholder Agreement also provides that the Series B Conversion Shares and
August 2017
DSM Warrant Shares will (i) be entitled to the registration rights provided for in the Stockholder Agreement and (ii) be subject to the transfer restrictions set forth in the Stockholder Agreement.

Following the
August 2017
DSM Closing, the parties will negotiate in good faith regarding an agreement concerning the development of certain products in the health and nutrition field and, in the event that the parties do
not
reach such agreement prior to
90
days after the
August 2017
DSM Closing, (a) certain exclusive negotiating rights granted to DSM in connection with the entry into the Stockholder Agreement will expire, (b) on the
first
anniversary of the
August 2017
DSM Closing and each subsequent anniversary thereof, the Company will make a
$5
million cash payment to DSM, provided that the aggregate amount of such payments shall
not
exceed
$25
million, and (c) an intellectual property escrow agreement relating to the License Agreements, entered into by the Company and DSM in connection with the entry into the Stockholder Agreement, will become effective.

Vivo Purchase Agreement

On
August 2, 2017,
the Company entered into a Securities Purchase Agreement (or the
August 2017
Vivo Purchase Agreement and, together with the DSM Purchase Agreement, the
August 2017
Purchase Agreements) with affiliates of Vivo Capital LLC (or, together with its affiliates, Vivo) for the issuance and sale of an aggregate of
2,826,711
shares of common stock at a price of
$4.26
per share, an aggregate of
12,958
shares of the Company’s Series D Convertible Preferred Stock, par value
$0.0001
per share (or the Series D Preferred Stock), which Series D Preferred Stock is convertible into common stock as described below, and
August 2017
Vivo Cash Warrants (as defined below) to purchase an aggregate of
5,575,118
shares of common stock and
August 2017
Vivo Dilution Warrants (as defined below) (or, collectively, the Vivo Warrants and the shares of common stock issuable upon exercise of the
August 2017
Vivo Warrants, the
August 2017
Vivo Warrant Shares) in a private placement pursuant to the exemption from registration under Section
4
(a)(
2
) of the Securities Act and Regulation D promulgated under the Securities Act (or the
August 2017
Vivo Offering).

On
August 3, 2017,
the Company and Vivo closed the issuance and sale of an aggregate of
2,826,711
shares of Common Stock, an aggregate of
12,958
shares of Series D Preferred Stock and the Vivo Warrants (or the
August 2017
Vivo Closing), resulting in net proceeds to the Company of approximately
$24.8
million after payment of offering expenses. In addition, on
August 3, 2017,
the Company and Vivo entered into the Vivo Stockholder Agreement (as defined below).

The
August 2017
Vivo Purchase Agreement includes customary representations, warranties and covenants of the parties. In addition, pursuant to the
August 2017
Vivo Purchase Agreement, the Company, subject to certain exceptions,
may
not
issue any shares of common stock or securities convertible into or exercisable or exchangeable for common stock at a price below the Dilution Floor without Vivo’s consent.

Series D Preferred Stock

Each share of Series D Preferred Stock has a stated value of
$1,000
and, subject to the
August 2017
Vivo Offering Beneficial Ownership Limitation (as defined below), is convertible at any time, at the option of Vivo, into common stock (such shares, the Series D Conversion Shares) at a conversion price of
$4.26
per share (or the Series D Conversion Rate). The Series D Conversion Rate is subject to adjustment in the event of any dividends or distributions of the common stock, or any stock split, reverse stock split, recapitalization, reorganization or similar transaction.

Prior to declaring any dividend or other distribution of its assets to holders of common stock, the Company shall
first
declare a dividend per share on the Series D Preferred Stock equal to
$0.0001
per share. In addition, the Series D Preferred Stock will be entitled to participate with the Common Stock on an as-converted basis with respect to any dividends or other distributions to holders of common stock.

Unless and until converted into common stock in accordance with its terms, the Series D Preferred Stock has
no
voting rights, other than as required by law or with respect to matters specifically affecting the Series D Preferred Stock.

In the event of a Fundamental Transaction, the holders of the Series D Preferred Stock will have the right to receive the consideration receivable as a result of such Fundamental Transaction by a holder of the number of shares of common stock for which the Series D Preferred Stock is convertible immediately prior to such Fundamental Transaction (without regard to whether such Series D Preferred Stock is convertible at such time), which amount shall be paid pari passu with all holders of common stock. A Fundamental Transaction is defined in the Certificate of Designation of Preferences, Rights and Limitations relating to the Series D Preferred Stock as any of the following: (i) merger with or consolidation into another legal entity; (ii) sale, lease, license, assignment, transfer or other disposition of all or substantially all of the Company’s assets in
one
or a series of related transactions; (iii) purchase offer, tender offer or exchange offer of the Company’s common stock pursuant to which holders of the Company’s common stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of
50%
or more of the outstanding common stock; (iv) reclassification, reorganization or recapitalization of the Company’s stock; or (v) stock or share purchase agreement that results in another party acquiring more than
50%
of the Company’s outstanding shares of common stock.

Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series D Preferred Stock shall be entitled to receive out of the assets of the Company the same amount that a holder of Common Stock would receive if the Series D Preferred Stock were fully converted to common stock immediately prior to such liquidation, dissolution or winding-up (without regard to whether such Series D Preferred Stock is convertible at such time) , which amount shall be paid pari passu with all holders of common stock.

Notwithstanding the foregoing, the holders will
not
have the right to convert any Series D Preferred Stock, and the Company shall
not
effect any conversion of the Series D Preferred Stock, if the holder, together with its affiliates, would beneficially own in excess of
9.99%
of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of such Series D Preferred Stock (or the
August 2017
Vivo Offering Beneficial Ownership Limitation). The holders
may
waive the
August 2017
Vivo Offering Beneficial Ownership Limitation upon notice to the Company, provided that such waiver (i) will
not
be effective until the
61st
day after such notice is delivered to the Company, (ii) shall only apply to such holder and
no
other holder and (iii) will
not
be effective to the extent such waiver would require the prior approval of the Company’s stockholders, unless such approval has been obtained.

On
August 3, 2017,
the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock with the Secretary of State of Delaware.

Vivo Warrants

At the
August 2017
Vivo Closing, the Company issued to Vivo warrants, each with an exercise price of
$6.39
per share, to purchase an aggregate of
5,575,118
shares of common stock (or the
August 2017
Vivo Cash Warrants). The exercise price of the
August 2017
Vivo Cash Warrants is subject to standard adjustments as well as full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the
three
-year period following the
August
Vivo Closing (or the Vivo Dilution Period) at a per share price (including any conversion or exercise price, if applicable) less than the then-current exercise price of the
August 2017
Vivo Cash Warrants, subject to certain exceptions.

In addition, at the
August 2017
Vivo Closing the Company issued to Vivo warrants, with an exercise price of
$0.0001
per share (or the
August 2017
Vivo Dilution Warrants), to purchase a number of shares of common stock sufficient to provide Vivo with full-ratchet anti-dilution protection for any issuance by the Company of equity or equity-linked securities during the Vivo Dilution Period at a per share price (including any conversion or exercise price, if applicable) less than
$4.26
per share, subject to certain exceptions and subject to the Dilution Floor.

The effectiveness of the anti-dilution adjustment provisions of the
August 2017
Vivo Cash Warrants and the exercise of the
August 2017
Vivo Dilution Warrants will be subject to the
August 2017
Offerings Stockholder Approval. The
August 2017
Vivo Warrants will each have a term of
five
years from the date the
August 2017
Vivo Warrants are initially exercisable. In addition, the exercise of the
August 2017
Vivo Warrants will be subject to the
August 2017
Vivo Offering Beneficial Ownership Limitation.

The
August 2017
Vivo Warrants were issued in a private placement pursuant to the exemption from registration under Section
4
(a)(
2
) of the Securities Act and Regulation D promulgated under the Securities Act.

Vivo Stockholder Agreement

In connection with the
August 2017
Vivo Closing, the Company and Vivo entered into a Stockholder Agreement (or the Vivo Stockholder Agreement) that sets forth certain rights and obligations of Vivo and the Company. Pursuant to the Vivo Stockholder Agreement, Vivo will have the right to designate
one
director selected by Vivo (or the Vivo Director), subject to certain restrictions, to the Board. The Company agreed to appoint the Vivo Director and to use reasonable efforts, consistent with the Board’s fiduciary duties, to cause the Vivo Director to be re-nominated in the future; provided, that Vivo will
no
longer have the right to designate any Vivo Director at such time as Vivo beneficially owns less than
4.5%
of the Company’s outstanding voting securities. In addition, for so long as Vivo beneficially owns at least
4.5%
of the Company’s outstanding voting securities, a representative of Vivo shall be entitled to attend all Board meetings in a nonvoting observer capacity and to receive copies of all materials that the Company provides to its directors, at the same time and in the same manner, subject to certain exceptions. Furthermore, Vivo will have the right to purchase additional shares of capital stock of the Company in connection with a sale of equity or equity-linked securities by the Company in a capital raising transaction for cash, subject to certain exceptions, to maintain its proportionate ownership percentage in the Company (or the Vivo Pre-Emptive Rights).

Pursuant to the Vivo Stockholder Agreement, Vivo will agree
not
to sell or transfer any of the shares of common stock, Series D Preferred Stock or
August 2017
Warrants purchased by Vivo in the
August 2017
Vivo Offering, or any shares of common stock issuable upon conversion or exercise thereof (the Vivo Transfer Restricted Shares), other than to its affiliates, without the consent of the Company during the
one
-year period following the
August 2017
Vivo Closing. Thereafter, Vivo will have the right to sell or transfer the Vivo Transfer Restricted Shares to any
third
party, other than a competitor of the Company or any controlled affiliate of a competitor of the Company; provided, that the Company will have a limited right of
first
offer with respect to any such sale or transfer other than to affiliates of Vivo. In addition, Vivo will agree that, other than in connection with the purchase, conversion or exercise of (i) the Series D Preferred Stock or
August 2017
Vivo Warrants or (ii) the exercise of Vivo Pre-Emptive Rights, until the later of (i)
three
years from the
August 2017
Vivo Closing and (ii)
three
months after there is
no
Vivo Director on the Board, Vivo will
not,
without the prior consent of the Board, among other things, purchase any common stock, any options or other rights to acquire common stock or any indebtedness of the Company, or make any public offer to acquire common stock, options or other rights to acquire common stock or indebtedness of the Company, that would result in Vivo and its affiliates beneficially owning more than
33%
of the Company’s outstanding voting securities at the time of acquisition (assuming the exercise or conversion, whether then exercisable or convertible, of any shares of Series D Preferred Stock or
August 2017
Vivo Warrants beneficially owned by Vivo and/or its affiliates), join in any solicitation of proxies for any matter
not
previously approved by the Board, or join any “group” (as such term is defined in Section
13
(d)(
3
) of the Securities Exchange Act of
1934
) with respect to any of the foregoing.

In addition, the Company has agreed to register, via
one
or more registration filed with the SEC under the Securities Act, the shares of common stock purchased in the
August 2017
Vivo Offering, as well as the Series D Conversion Shares and
August 2017
Vivo Warrant Shares. Under the terms of the Vivo Stockholder Agreement, the Company is required to use its reasonable efforts to prepare and file such registration statement as soon as practicable and
no
later than
November 7, 2017,
and to use its reasonable best efforts to cause the registration statement to be declared effective by the SEC as soon as practicable and
no
later than
December 22, 2017.
In addition, Vivo
may
request that up to
three
of such registrations provide for an underwritten offering of such shares. In addition, if the Company registers any of its securities for public sale under the Securities Act, Vivo will have the right to include their shares in the registration statement, subject to certain exceptions. The managing underwriter of any underwritten offering will have the right to limit, due to marketing reasons, the number of shares registered by Vivo to
25%
of the total shares covered by the registration statement. The Company will agree to pay all expenses incurred in connection with the exercise of such demand and piggyback registration rights, except for legal costs of Vivo, stock transfer taxes and underwriting discounts and commissions.

Stockholder Approval

Pursuant to the
August 2017
Purchase Agreements, the Company has agreed to solicit from the Company’s stockholders such approval as
may
be required by the applicable rules and regulations of the NASDAQ Stock Market with respect to the anti-dilution provisions of the
August 2017
DSM Warrants and the
August 2017
Vivo Warrants (or the
August 2017
Offerings Stockholder Approval) at an annual or special meeting of stockholders to be held on or prior to the date of the Company’s
2018
annual meeting of stockholders, and to use commercially reasonable efforts to secure the
August 2017
Offerings Stockholder Approval. DSM and Vivo
may,
at their option, upon at least
90
days’ prior written notice, require the Company to hold a stockholder meeting prior to the Company’s
2018
annual meeting of stockholders. Pursuant to the
August 2017
Purchase Agreements, if the Company does
not
obtain the
August 2017
Offerings Stockholder Approval at the
first
stockholder meeting, the Company will call a stockholder meeting every
four
months thereafter to seek the
August 2017
Offerings Stockholder Approval until the earlier of the date the
August 2017
Offerings Stockholder Approval is obtained or the
August 2017
DSM Warrants and the
August 2017
Vivo Warrants are
no
longer outstanding. In addition, pursuant to the
August 2017
Purchase Agreements, until the
August 2017
Offerings Stockholder Approval has been obtained and deemed effective, the Company
may
not
issue any shares of common stock or securities convertible into or exercisable or exchangeable for common stock if such issuance would have triggered the anti-dilution adjustment provisions in the
August 2017
DSM Warrants or the
August 2017
Vivo Warrants (if the
August 2017
Offerings Stockholder Approval had been obtained prior to such issuance) without the prior written consent of DSM and Vivo, respectively.

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XML 51 R23.htm IDEA: XBRL DOCUMENT v3.7.0.1

Significant Accounting Policies (Policies)
6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]
Basis of Presentation and Principles of Consolidation

The consolidated financial statements include the results of wholly-owned and partially-owned subsidiaries in which the Company has a controlling interest with all significant intercompany accounts and transactions eliminated in consolidation.

Unaudited Interim Financial Information [Policy Text Block]
Unaudited Interim Financial Information

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (or U.S. GAAP) for interim financial information and Article
10
of Regulation S-
X
issued by the U.S. Securities and Exchange Commission (or the SEC). Accordingly, they do
not
include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the interim financial information reflects all adjustments consisting only of items of a normal recurring nature, necessary for a fair presentation of the Company’s financial position at
June 30, 2017,
the results of operations and comprehensive loss for the
three
and
six
months ended
June 30, 2017
and
2016,
the cash flows and changes in stockholders’ deficit for the
six
months ended
June 30, 2017
and
2016.
The consolidated balance sheet at
December
31,

2016
has been derived from the audited financial statements at that date, but does
not
include all of the information and footnotes required by U.S. GAAP for complete financial statements. This Form
10
-Q should be read in conjunction with the consolidated financial statements and accompanying notes contained in the Company’s Annual Report on Form
10
-K for the year ended
December
31,

2016.

Reverse Stock Split [Policy Text Block]
Reverse Stock Split

On
June 5, 2017,
the Company effected a
1
for
15
reverse stock split of the Company’s common stock, par value
$0.0001
per share, as well as a reduction in the total number of authorized shares of common stock from
500,000,000
to
250,000,000.
The par value of the common stock was
not
adjusted as a result of the stock split. Unless otherwise noted, all common stock share quantities and per-share amounts for all periods presented in the financial statements and notes thereto have been retroactively adjusted for the stock split as if such stock split had occurred on the
first
day of the
first
period presented. Certain amounts in the notes to the financial statements
may
be slightly different from previously reported due to rounding of fractional shares as a result of the reverse stock split.

The par value, number of shares outstanding and number of authorized shares of preferred stock were
not
adjusted as a result of the reverse stock split.

Use of Estimates, Policy [Policy Text Block]
Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the periods reported. Actual results could differ from these estimates, and such differences
may
be material to the financial statements.

The accompanying interim condensed consolidated financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual consolidated financial statements, except for the impact of adoption of certain accounting standards as described below, and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. In the
six
months ended
June 30, 2017
the Company adopted these Accounting Standards Updates (ASUs):

• ASU
2015
-
11,
Inventory (Topic
330
): Simplifying the Measurement of Inventory

• ASU
2016
-
06,

Derivatives and Hedging (Topic
815
): Contingent Put and Call Options in Debt Instruments

• ASU
2016
-
09,

Compensation—Stock Compensation (Topic
718
): Improvements to Employee Share-Based Payment Accounting

None
of the ASUs adopted had a material impact on the Company’s condensed consolidated financial statements.

New Accounting Pronouncements, Policy [Policy Text Block]
Recent Accounting Pronouncements

Revenue Recognition
In
May
2014,
the Financial Accounting Standards Board (FASB) issued ASU
2014
-
09,
which creates ASC Topic
606
, Revenue from Contracts with Customers
and supersedes ASC Topic
605,

Revenue Recognition
. The new standard, which along with amendments issued in
2015
and
2016,
will supersede nearly all current U.S. GAAP guidance on this topic and will eliminate industry-specific guidance. The underlying principle is to recognize revenue when promised goods or services are transferred to customers, in an amount that reflects the consideration that is expected to be received for those goods or services. This accounting standard update, as amended, will be effective for the Company beginning in the
first
quarter of fiscal
2018.
The new revenue standard
may
be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption ("modified retrospective basis"). The Company plans to adopt this accounting standard update in the
first
quarter of fiscal
2018.
The Company is in the process of reviewing its revenue arrangements and the anticipated effect the new standard will have on the consolidated financial statements, accounting policies, processes and system requirements. The timing of revenue recognition
may
change in amounts that have
not
yet been determined. In addition, the Company expects additional revenue-related disclosures.

Financial Instruments
In
January 2016,
the FASB issued ASU
2016
-
01,

Financial Instruments-Overall (Subtopic
825
-
10
): Recognition and Measurement of Financial Assets and Financial Liabilities
, which changes the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2018.
The Company expects ASU
2016
-
01
to impact the extent of its disclosures of financial instruments, particularly in relation to fair value disclosures, but otherwise does
not
expect this accounting standard update to significantly impact the Consolidated Financial Statements.

Leases
In
February 2016,
the FASB issued ASU
2016
-
02,

Leases (Topic
842
),
with fundamental changes as to how entities account for leases. Lessees will need to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Additional disclosures for leases will also be required. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2019
using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The Company is in the initial stages of evaluating the impact of the new standard on its accounting policies, processes and system requirements.

Credit Losses of Financial Instruments
In
June
2016,
the FASB issued ASU
2016
-
13,

Financial Instruments-Credit Losses (Topic
326
): Measurement of Credit Losses on Financial Instruments
, which requires measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU
2016
-
13
replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2020
on a modified retrospective basis. The Company is in the initial stages of evaluating the impact of the new standard on its accounting policies and processes.

Classification of Cash Flow Elements
In
August 2016,
the FASB issued ASU
2016
-
15,

Statement of Cash Flows (Topic
230
): Classification of Certain Cash Receipts and Cash Payments,
which affects the classification of certain cash receipts and cash payments on the statement of cash flows. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2018
on a retrospective basis. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Statements of Cash Flows.

Restricted Cash in Statement of Cash Flows
In
November 2016,
the FASB issued ASU
2016
-
18,

Statement of Cash Flows (Topic
230
)-Restricted Cash,
which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2018
using a retrospective transition method to each period presented. Upon adoption, ASU
2016
-
18
will result in a change in the presentation of restricted cash in the statement of cash flows.

Derecognition of Nonfinancial Assets
In
February 2017,
the FASB issued ASU
2017
-
05,

Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic
610
-
20
): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets,
which requires entities to apply certain recognition and measurement principles in ASC
606
when they derecognize nonfinancial assets and in substance nonfinancial assets, and the counterparty is
not
a customer. The guidance applies to the Company's: (
1
) contracts to transfer to a noncustomer a nonfinancial asset or group of nonfinancial assets, or an ownership interest in a consolidated subsidiary that is
not
a business or nonprofit activity; and (
2
) contributions of nonfinancial assets that are
not
a business to a joint venture or other noncontrolled investee. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2018
on either a full or modified retrospective basis. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.

When Changes to Share-based Payment Awards Must Be Accounted for as Modifications
In
May 2017,
the FASB issued ASU
2017
-
09,

Compensation—Stock Compensation (Topic
718
): Scope of Modification Accounting,
which clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The accounting standard update will allow companies to make certain changes to awards without accounting for them as modifications. It does
not
change the accounting for modifications. The accounting standard update will be effective for the Company beginning in the
first
quarter of fiscal
2018
on a prospective basis. The Company is currently evaluating the impact of this accounting standard update on its Consolidated Financial Statements.

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Note 3 - Fair Value of Financial Instruments (Tables)
6 Months Ended

Jun. 30, 2017

Notes Tables

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

Level 1 Level 2 Level 3 Balance as of
June 30, 2017

Financial Assets

Money market funds $
5,078
$
—
$
—
$
5,078

Certificates of deposit
5,371

—

—

5,371

Total financial assets $
10,449
$
—
$
—
$
10,449

Financial Liabilities

Compound embedded derivative liability $
—
$
—
$
56,222
$
56,222

Currency interest rate swap derivative liability
—

—

2,384

2,384

Total financial liabilities $
—
$
—
$
58,606
$
58,606

Level 1 Level 2 Level 3 Balance as of
December 31, 2016

Financial Assets

Money market funds $
1,549
$
—
$
—
$
1,549

Certificates of deposit
1,373

—

—

1,373

Total financial assets $
2,922
$
—
$
—
$
2,922

Financial Liabilities

Compound embedded derivative liability $
—
$
—
$
4,135
$
4,135

Currency interest rate swap derivative liability
—

—

3,343

3,343

Total financial liabilities $
—
$
—
$
7,478
$
7,478

Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

2017

Balance at January 1 $
4,135

Gain from change in fair value of derivative liabilities (in statements of operations)
(32,210
)

Additions
93,675

Derecognition on extinguishment or conversion
(9,378
)

Balance at June 30 $
56,222

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]

June 30, 2017 May 11, 2017 December 31, 2016

Risk-free interest rate
1.29%

-

1.93%

1.93%

0.55%

-

1.31%

Risk-adjusted yields
4.50%

-

28.93%

—

12.80%

-

22.93%

Stock-price volatility
45%

-

80%

80%

45%

Probability of change in control

5%

5%

5%

Stock price

$3.18

$4.95

$0.73

Credit spread
3.15%

-

27.57%

—

11.59%

-

21.64%

Estimated conversion dates
2017

-

2022

2017

-

2022

2017

-

2019

Derivative Instruments, Gain (Loss) [Table Text Block]

Three Months Ended June 30, Six Months Ended June 30,

Type of Derivative Contract 2017 2016 2017 2016

Compound embedded derivative liabilities $
35,814
$
19,659
$
36,315
$
40,492

Currency interest rate swaps
(39
)
1,275

1,799

2,120

Total gain from change in fair value of derivative instruments $
35,775
$
20,934
$
38,114
$
42,612

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Note 4 - Balance Sheet Components (Tables)
6 Months Ended

Jun. 30, 2017

Notes Tables

Schedule of Inventory, Current [Table Text Block]

June 30,
2017 December 31,
2016

Raw materials $
2,937
$
3,159

Work-in-process
1,379

1,848

Finished goods
1,413

1,206

Inventories $
5,729
$
6,213

Property, Plant and Equipment [Table Text Block]

June 30,
2017
December 31,

2016

Machinery and equipment $
84,785
$
82,688

Leasehold improvements
38,770

38,785

Computers and software
9,619

9,585

Buildings
4,630

4,699

Furniture and office equipment
2,324

2,333

Vehicles
133

164

Land
460

460

Construction in progress
367

2,216

141,088

140,930

Less: accumulated depreciation and amortization
(91,785
)
(87,195
)

Property, plant and equipment, net $
49,303
$
53,735

Schedule of Other Assets, Noncurrent [Table Text Block]

June 30,
2017 December 31,
2016

Recoverable taxes from Brazilian government entities $
15,443
$
13,723

Cost-method investment
3,233

—

Deposits on property and equipment, including taxes
909

291

Other
1,198

1,450

Total other assets $
20,783
$
15,464

Schedule of Accrued and Other Current Liabilities [Table Text Block]

June 30,
2017 December 31,
2016

Withholding tax related to conversion of related party notes $
1,370
$
1,370

Professional services
5,943

6,876

SMA relocation accrual
3,587

3,641

Accrued interest
4,133

4,847

Tax-related liabilities
2,741

2,610

Accrued vacation
2,274

2,034

Payroll and related expenses
3,512

4,310

Deferred rent, current portion
1,122

1,111

Contractual obligations to contract manufacturers
2,698

—

Other
1,895

2,389

Total accrued and other current liabilities $
29,275
$
29,188

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Note 5 - Debt and Mezzanine Equity (Tables)
6 Months Ended

Jun. 30, 2017

Notes Tables

Schedule of Debt [Table Text Block]

June 30, 2017 December 31, 2016

Senior secured loan facility $
27,999
$
27,658

BNDES credit facility
577

1,172

FINEP credit facility
534

696

Guanfu credit facility
20,645

19,564

Total credit facilities
49,755

49,090

Convertible notes
54,471

78,981

Loans payable
14,592

26,527

Related party convertible notes
44,499

42,754

Related party loan payable
2,000

29,691

Total debt
165,317

227,043

Less: current portion
(13,285
)
(59,155
)

Long-term debt, net of current portion $
152,032
$
167,888

Mezzanine equity

Contingently redeemable common stock $
5,000
$
5,000

Convertible preferred stock $
12,830
$
—

Schedule of Long-term Debt Instruments [Table Text Block]

Years ending December 31: Related Party Convertible Debt Convertible Debt Loans
Payable Related Party Loans Payable Credit Facility Total

2017 (remaining six months) $
558
$
4,123
$
1,426
$
2,487
$
3,480
$
12,074

2018
20,448

8,636

5,268

—

33,696

68,048

2019
34,913

68,097

2,665

—

2,577

108,252

2020
—

—

2,559

—

2,500

5,059

2021
—

—

2,451

—

27,396

29,847

Thereafter
—

—

4,057

—

—

4,057

Total future minimum payments
55,919

80,856

18,426

2,487

69,649

227,337

Less: amount representing interest
(1)

(11,421
)
(26,385
)
(3,834
)
(487
)
(19,893
)
(62,020
)

Present value of minimum debt payments
44,498

54,471

14,592

2,000

49,756

165,317

Less: current portion
(3,700
)
(1,517
)
(5,186
)
(2,000
)
(882
)
(13,285
)

Noncurrent portion of debt $
40,798
$
52,954
$
9,406
$
—
$
48,874
$
152,032

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Note 6 - Commitments and Contingencies (Tables)
6 Months Ended

Jun. 30, 2017

Notes Tables

Schedule Of Future Minimum Payments For Lease Obligations [Table Text Block]

Years ending December 31: Capital
Leases Operating
Leases Total Lease
Obligations

2017 (remaining six months) $
530
$
3,406
$
3,936

2018
106

6,889

6,995

2019
22

6,776

6,798

2020
—

7,006

7,006

2021
—

7,242

7,242

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10,958

10,958

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$
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Long-term portion $
33

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Note 7 - Joint Ventures and Noncontrolling Interest (Tables)
6 Months Ended

Jun. 30, 2017

Notes Tables

Schedule of Variable Interest Entities [Table Text Block]

(In thousands) June 30, 2017 December 31, 2016

Assets $
32,541
$
30,778

Liabilities
2,221

333

Noncontrolling Interest [Table Text Block]

2017 2016

Balance at January 1 $
937
$
—

Acquisition of noncontrolling interest
—

114

Balance at June 30 $
937
$
114

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Note 9 - Goodwill and Intangible Assets (Tables)
6 Months Ended

Jun. 30, 2017

Notes Tables

Schedule of Intangible Assets and Goodwill [Table Text Block]

June 30, 2017 December 31, 2016

Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value

In-process research and development
Indefinite
$
8,560
$
(8,560
) $
—
$
8,560
$
(8,560
) $
—

Acquired licenses and permits
2

772

(772
)
—

772

(772
)
—

Goodwill
Indefinite

560

—

560

560

—

560

$
9,892
$
(9,332
) $
560
$
9,892
$
(9,332
) $
560

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Note 10 - Stock-based Compensation (Tables)
6 Months Ended

Jun. 30, 2017

Notes Tables

Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity [Table Text Block]

Number
Outstanding Weighted-
Average
Exercise
Price Weighted-
Average
Remaining
Contractual
Life (Years) Aggregate
Intrinsic
Value

(in thousands)

Outstanding - December 31, 2016
875,021
$
55.20

Options granted
192,569
$
6.94

—
$
—

Options exercised
(133
) $
4.20

—
$
—

Options forfeited
(70,182
) $
27.03

—
$
—

Outstanding - June 30, 2017
997,275
$
47.87

7.01
$
440

Vested and expected to vest after June 30, 2017
895,140
$
51.99

6.76
$
310

Exercisable at June 30, 2017
539,738
$
76.14

5.36
$
—

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

RSUs Weighted-
Average Grant-
Date Fair Value Weighted Average
Remaining
Contractual Life
(Years)

Outstanding - December 31, 2016
454,923
$
17.48

Awarded
354,117
$
6.74

—

Vested
(106,833
) $
22.33

—

Forfeited
(35,871
) $
13.76

—

Outstanding - June 30, 2017
666,336
$
11.20

1.64

Expected to vest after June 30, 2017
501,550
$
11.56

1.45

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

Three Months Ended June 30, Six Months Ended June 30,

2017 2016 2017 2016

Research and development $
441
$
485
$
925
$
976

Sales, general and administrative
597

1,304

1,759

2,864

Total stock-based compensation expense $
1,038
$
1,789
$
2,684
$
3,840

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Three Months Ended June 30, Six Months Ended June 30,

2017 2016 2017 2016

Expected dividend yield
—
%
—
%
—
%
—
%

Risk-free interest rate
1.82
%
1.4
%
1.82
%
1.4
%

Expected term (in years)
5.38

6.16

5.38

6.16

Expected volatility
85.7
%
72.5
%
85.7
%
72.5
%

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Note 13 - Net Loss Per Share Attributable to Common Stockholders (Tables)
6 Months Ended

Jun. 30, 2017

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

Three Months Ended June 30, Six Months Ended June 30,

2017 2016 2017 2016

Numerator:

Net income (loss) $
620
$
(13,566
) $
(36,751
) $
(28,874
)

Less deemed dividend (capital distribution to related parties)
(8,648
)
—

(8,648
)
—

Less deemed dividend related to beneficial conversion feature on Series A preferred stock
(562
)
—

(562
)
—

Less cumulative dividends on Series A and Series B preferred stock
(1,675
)
—

(1,675
)
—

Net loss attributable to Amyris, Inc. common stockholders, basic
(10,265
)
(13,566
)
(47,636
)
(28,874
)

Interest on convertible debt
—

1,591

—

3,501

Accretion of debt discount
—

1,846

—

3,479

Loss (gain) from change in fair value of derivative instruments
—

(19,116
)
—

(37,803
)

Net loss attributable to Amyris, Inc. common stockholders, diluted $
(10,265
) $
(29,245
) $
(47,636
) $
(59,697
)

Denominator:

Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic
23,155,874

14,874,135

21,226,013

14,426,247

Basic loss per share $
(0.44
) $
(0.91
) $
(2.24
) $
(2.00
)

Weighted-average shares of common stock outstanding
23,155,874

14,874,135

21,226,013

14,426,247

Effect of dilutive convertible promissory notes
—

2,652,275

—

2,827,714

Weighted-average common stock equivalents used in computing net loss per share of common stock, diluted
23,155,874

17,526,410

21,226,013

17,253,961

Diluted loss per share $
(0.44
) $
(1.67
) $
(2.24
) $
(3.46
)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

Three Months Ended June 30,

Six Months Ended June 30,

2017

2016

2017

2016

Period-end stock options to purchase common stock
997,275

948,603

997,275

948,603

Convertible promissory notes (1)
6,270,734

4,489,743

6,270,734

4,489,743

Period-end common stock warrants
16,871,700

193,429

16,871,700

193,429

Period-end restricted stock units
666,336

520,602

666,336

520,602

Total
24,806,045

6,152,377

24,806,045

6,152,377

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Note 1 - The Company (Details Textual) - USD ($)
$ in Thousands
1 Months Ended

Aug. 31, 2017

Jun. 30, 2017

Dec. 31, 2016

Working Capital $ (21,800)

Retained Earnings (Accumulated Deficit) (1,171,189) $ (1,134,438)

Cash, Cash Equivalents, and Short-term Investments 6,600

Debt Instrument, Unamortized Discount 26,000

Long-term Debt 165,317 227,043

Long-term Debt, Current Maturities, Including Due to Related Parties 13,285 $ 59,155

Interest Payable $ 11,200

Subsequent Event [Member] | DSM International B.V. and Vivo Capital, LLC. [Member]

Proceeds from Issuance or Sale of Equity $ 50,000

X

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Note 2 - Summary of Significant Accounting Policies (Details Textual)

Jun. 05, 2016

$ / shares

shares

Jun. 30, 2017

$ / shares

shares

Dec. 31, 2016

$ / shares

shares

Jun. 04, 2016

shares

Common Stock, Par or Stated Value Per Share | $ / shares $ 0.0001 $ 0.0001 $ 0.0001

Common Stock, Shares Authorized | shares 250,000,000 250,000,000 500,000,000 500,000,000

Reverse Stock Split [Member]

Stockholders' Equity Note, Stock Split, Conversion Ratio 15

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Note 3 - Fair Value of Financial Instruments (Details Textual)
$ in Thousands, BRL in Millions
12 Months Ended

May 11, 2017

Apr. 21, 2017

USD ($)

shares

Dec. 31, 2016

USD ($)

Jun. 30, 2017

USD ($)

Jun. 30, 2017

BRL

Loans Payable $ 16,600

Long-term Line of Credit 49,800

Convertible Debt 99,000

Loans Payable, Fair Value Disclosure 13,400

Lines of Credit, Fair Value Disclosure 32,600

Convertible Debt, Fair Value Disclosures 95,800

Fair Value Assumptions, Risk Free Interest Rate 1.93%

Fair Value Assumptions, Expected Volatility Rate 80.00% 45.00%

Banco Pine July 2012 Loan Agreement [Member] | Interest Rate Swap [Member]

Derivative, Notional Amount $ 6,700 BRL 22

Derivative, Fixed Interest Rate 3.94% 3.94%

SweeGen Common Stock [Member]

Equity Method Investment, Aggregate Cost $ 3,200

Fair Value Inputs, Discount Rate 40.00%

Fair Value Assumptions, Risk Free Interest Rate 0.92%

Fair Value Assumptions, Expected Dividend Rate 0.00%

Fair Value Assumptions, Expected Volatility Rate 45.00%

Blue California [Member] | Intellectual Property License and Strain Access Agreement [Member] | SweeGen Common Stock [Member]

Shares Received in Satisfaction of Payment Obligation | shares 850,115

Fair Value, Inputs, Level 3 [Member] | Derivative Liability, Compound Embedded Derivatives [Member]

Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value $ 4,135 $ 56,222

Derivative Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | Derivative Liability, Compound Embedded Derivatives [Member]

Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value $ 4,100 $ 56,200

X

- Definition
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+ References
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-Sentence Column B
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Note 3 - Fair Value of Financial Instruments - Fair Value, Assets, and Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($)
$ in Thousands

Jun. 30, 2017

Dec. 31, 2016

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Compound embedded derivative liability 56,222 4,135

Currency interest rate swap derivative liability 2,384 3,343

Total financial liabilities 58,606 7,478

Money market funds 5,078 1,549

Certificates of deposit 5,371 1,373

Fair Value, Inputs, Level 1 [Member]

Total financial assets 10,449 2,922

Money market funds 5,078 1,549

Certificates of deposit 5,371 1,373

Fair Value, Inputs, Level 3 [Member]

Compound embedded derivative liability 56,222 4,135

Currency interest rate swap derivative liability 2,384 3,343

Total financial liabilities $ 58,606 $ 7,478

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Note 3 - Fair Value of Financial Instruments - Reconciliation for Compound Embedded Derivative Liability (Details) - Fair Value, Inputs, Level 3 [Member] - Derivative Liability, Compound Embedded Derivatives [Member]
$ in Thousands
6 Months Ended

Jun. 30, 2017

USD ($)

Balance, compound embedded derivative liabilities $ 4,135

Gain from change in fair value of derivative liabilities (in statements of operations) (32,210)

Additions 93,675

Derecognition on extinguishment or conversion (9,378)

Balance, compound embedded derivative liabilities $ 56,222

X

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Note 3 - Fair Value of Financial Instruments - Market-based Assumption and Estimates for Compound Embedded Derivative Liabilities Valuation (Details) - $ / shares
6 Months Ended 12 Months Ended

May 11, 2017

Jun. 30, 2017

Dec. 31, 2016

Fair Value Assumptions, Risk Free Interest Rate 1.93%

Fair Value Assumptions, Expected Volatility Rate 80.00% 45.00%

Probability of change in control 5.00% 5.00% 5.00%

Share Price $ 4.95 $ 3.18 $ 0.73

Estimated conversion dates

Minimum [Member]

Fair Value Assumptions, Risk Free Interest Rate 1.29% 0.55%

Fair Value Assumptions, Expected Dividend Rate 4.50% 12.80%

Fair Value Assumptions, Expected Volatility Rate 45.00%

Credit spread 3.15% 11.59%

Estimated conversion dates 2017 2017 2017

Maximum [Member]

Fair Value Assumptions, Risk Free Interest Rate 1.93% 1.31%

Fair Value Assumptions, Expected Dividend Rate 28.93% 22.93%

Fair Value Assumptions, Expected Volatility Rate 80.00%

Credit spread 27.57% 21.64%

Estimated conversion dates 2022 2022 2019

X

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3 Months Ended 6 Months Ended

Jun. 30, 2017

Jun. 30, 2016

Jun. 30, 2017

Jun. 30, 2016

(Loss) gain from change in fair value of derivative instruments $ 35,775 $ 20,934 $ 38,114 $ 42,612

Embedded Derivative Financial Instruments [Member]

(Loss) gain from change in fair value of derivative instruments 35,814 19,659 36,315 40,492

Currency Interest Rate Swap [Member]

(Loss) gain from change in fair value of derivative instruments $ (39) $ 1,275 $ 1,799 $ 2,120

X

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Amount of realized and unrealized gain (loss) of derivative instruments not designated or qualifying as hedging instruments.
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Note 4 - Balance Sheet Components (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended

Jun. 30, 2017

Jun. 30, 2016

Jun. 30, 2017

Jun. 30, 2016

Dec. 31, 2016

Property, Plant and Equipment, Gross $ 141,088 $ 141,088 $ 140,930

Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment 91,785 91,785 87,195

Depreciation, Depletion and Amortization 5,550 $ 5,720

Property, Plant and Equipment, Including Capital Leases [Member]

Depreciation, Depletion and Amortization 2,700 $ 2,800 5,400 $ 5,700

Capital Lease Obligations [Member]

Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment 300 300 600

Capital Lease Obligations [Member] | Machinery and Equipment, Furniture and Office Equipment Under Capital Lease [Member]

Property, Plant and Equipment, Gross $ 3,400 $ 3,400 $ 3,100

X

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Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
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Note 4 - Balance Sheet Components - Inventory, Current (Details) - USD ($)
$ in Thousands

Jun. 30, 2017

Dec. 31, 2016

Raw materials $ 2,937 $ 3,159

Work-in-process 1,379 1,848

Finished goods 1,413 1,206

Inventories $ 5,729 $ 6,213

X

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Note 4 - Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($)
$ in Thousands

Jun. 30, 2017

Dec. 31, 2016

Property, plant and equipment $ 141,088 $ 140,930

Less: accumulated depreciation and amortization (91,785) (87,195)

Property, plant and equipment, net 49,303 53,735

Machinery and Equipment [Member]

Property, plant and equipment 84,785 82,688

Leasehold Improvements [Member]

Property, plant and equipment 38,770 38,785

Computer Equipment and Software [Member]

Property, plant and equipment 9,619 9,585

Building [Member]

Property, plant and equipment 4,630 4,699

Furniture and Fixtures [Member]

Property, plant and equipment 2,324 2,333

Vehicles [Member]

Property, plant and equipment 133 164

Land [Member]

Property, plant and equipment 460 460

Construction in Progress [Member]

Property, plant and equipment $ 367 $ 2,216

X

- Definition
Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
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Note 4 - Balance Sheet Components - Other Assets, Noncurrent (Details) - USD ($)
$ in Thousands

Jun. 30, 2017

Dec. 31, 2016

Recoverable taxes from Brazilian government entities $ 15,443 $ 13,723

Cost-method investment 3,233

Deposits on property and equipment, including taxes 909 291

Other 1,198 1,450

Total other assets $ 20,783 $ 15,464

X

- Definition
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Note 4 - Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($)
$ in Thousands

Jun. 30, 2017

Dec. 31, 2016

Withholding tax related to conversion of related party notes $ 1,370 $ 1,370

Professional services 5,943 6,876

SMA relocation accrual 3,587 3,641

Accrued interest 4,133 4,847

Tax-related liabilities 2,741 2,610

Accrued vacation 2,274 2,034

Payroll and related expenses 3,512 4,310

Deferred rent, current portion 1,122 1,111

Contractual obligations to contract manufacturers 2,698

Other 1,895 2,389

Total accrued and other current liabilities $ 29,275 $ 29,188

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XML 72 R44.htm IDEA: XBRL DOCUMENT v3.7.0.1

Note 5 - Debt and Mezzanine Equity (Details Textual)
$ / shares in Units, BRL in Millions
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 18 Months Ended

Jun. 30, 2017

USD ($)

$ / shares

shares

Jun. 06, 2017

$ / shares

May 31, 2017

USD ($)

$ / shares

shares

May 11, 2017

USD ($)

$ / shares

shares

May 08, 2017

USD ($)

$ / shares

shares

May 02, 2017

USD ($)

shares

Apr. 17, 2017

USD ($)

Jan. 11, 2017

USD ($)

Dec. 28, 2016

USD ($)

Dec. 01, 2016

USD ($)

Oct. 26, 2016

USD ($)

Oct. 13, 2016

USD ($)

Jun. 05, 2016

May 10, 2016

USD ($)

$ / shares

shares

Feb. 15, 2016

USD ($)

$ / shares

shares

Feb. 15, 2016

USD ($)

$ / shares

shares

Oct. 20, 2015

USD ($)

Oct. 14, 2015

USD ($)

$ / shares

shares

Jul. 29, 2015

USD ($)

$ / shares

shares

May 31, 2017

USD ($)

$ / shares

shares

Jan. 31, 2017

USD ($)

Dec. 31, 2016

USD ($)

$ / shares

Oct. 31, 2016

USD ($)

Mar. 31, 2016

USD ($)

Mar. 31, 2016

EUR (€)

Oct. 31, 2015

USD ($)

Jul. 31, 2015

USD ($)

shares

May 31, 2014

USD ($)

$ / shares

Jan. 31, 2014

USD ($)

Oct. 31, 2013

USD ($)

$ / shares

Aug. 31, 2013

USD ($)

Jul. 31, 2012

USD ($)

Jun. 30, 2017

USD ($)

$ / shares

shares

Mar. 31, 2017

USD ($)

Jun. 30, 2016

USD ($)

Jun. 30, 2017

USD ($)

$ / shares

shares

Jun. 30, 2017

BRL

shares

Jun. 30, 2016

USD ($)

Dec. 31, 2015

USD ($)

Nov. 30, 2015

USD ($)

Jun. 30, 2017

BRL

shares

May 01, 2017

Apr. 13, 2017

USD ($)

shares

Feb. 28, 2017

Feb. 27, 2017

Dec. 31, 2016

BRL

Oct. 27, 2016

USD ($)

Oct. 21, 2016

USD ($)

Jun. 24, 2016

USD ($)

May 31, 2016

USD ($)

Feb. 28, 2016

shares

Feb. 12, 2016

USD ($)

shares

Mar. 31, 2014

USD ($)

Dec. 31, 2013

USD ($)

Oct. 04, 2013

Feb. 28, 2012

USD ($)

$ / shares

Share Price | $ / shares $ 3.18 $ 4.95 $ 0.73 $ 3.18 $ 3.18

Gain (Loss) on Derivative Instruments, Net, Pretax $ 35,775,000 $ 20,934,000 $ 38,114,000 $ 42,612,000

Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings $ 8,600,000

Acquistion Cost for Equipment Under Guarantee $ 1,800,000 1,800,000 1,800,000 BRL 6.0

Long-term Line of Credit 49,800,000 49,800,000 49,800,000

Proceeds from Issuance of Debt 12,455,000 9,950,000

Gain (Loss) on Extinguishment of Debt (1,900,000) $ 4,200,000 (3,624,000) (433,000) (3,528,000) (649,000)

Convertible Debt 99,000,000 99,000,000 99,000,000

Debt Instrument, Unamortized Discount 26,000,000 26,000,000 26,000,000

Long-term Debt $ 165,317,000 $ 227,043,000 $ 165,317,000 $ 165,317,000

Extinguishment of Debt, Amount 40,200,000

Preferred Stock, Par or Stated Value Per Share | $ / shares $ 0.0001 $ 0.0001 $ 0.0001 $ 0.0001

Proceeds from Issuance of Convertible Preferred Stock $ 50,661,000

Embedded Derivative Financial Instruments [Member]

Gain (Loss) on Derivative Instruments, Net, Pretax $ 9,400,000

Series A Preferred Stock Converted Into Common Stock [Member]

Conversion of Stock, Shares Converted | shares 18,840 18,840

Due to Related Parties [Member]

Extinguishment of Debt, Amount $ 33,100,000

Series A Preferred Stock [Member]

Preferred Stock, Capital Shares Reserved for Future Issuance | shares 22,140

Preferred Stock, Stated Value | $ / shares $ 1,000 $ 1,000

Preferred Stock, Conversion Price Per Share to Common Stock | $ / shares $ 17.25

Preferred Stock, Dividend Rate, Percentage 17.38% 17.38%

Preferred Stock, Anniversary Payment | $ / shares $ 1,738 $ 1,738

Convertible Preferred Stock, Beneficial Conversion Feature, Proceeds Allocated to Preferred Stock $ 600,000

Convertible Preferred Stock, Proceeds Allocated to Preferred Stock $ 0

Preferred Stock, Par or Stated Value Per Share | $ / shares $ 0.0001

Series B Preferred Stock [Member]

Preferred Stock, Capital Shares Reserved for Future Issuance | shares 70,904 70,904

Preferred Stock, Dividend Rate, Percentage 17.38%

Preferred Stock, Par or Stated Value Per Share | $ / shares $ 0.0001 $ 0.0001

Proceeds from Issuance of Convertible Preferred Stock $ 30,700,000

Derivative Liability $ 34,700,000 $ 34,700,000 $ 34,700,000

Series B Preferred Stock [Member] | Selling, General and Administrative Expenses [Member]

Stock Issuance Costs Recognized $ 800

Series C Preferred Stock [Member]

Preferred Stock, Stated Value | $ / shares $ 1,000

Conversion of Stock, Conversion Rate | $ / shares $ 15

Private Placement February 2016 [Member]

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares $ 0.15 $ 0.15 $ 0.15

Debt Instrument, Interest Rate, Stated Percentage 13.50% 13.50%

Gates Foundation Purchase Agreement [Member]

Stock Issued During Period, Shares, New Issues | shares 292,398

Share Price | $ / shares $ 17.10

Proceeds from Issuance of Private Placement $ 5,000,000

Compound Annual Return 10.00%

Temporary Equity, Carrying Amount, Attributable to Parent $ 5,000,000

May 2017 Offering Closing [Member]

Proceeds from Issuance or Sale of Equity 50,200,000

May 2017 Offering Closing [Member] | Series A Preferred Stock and Warrants [Member]

Proceeds from Issuance or Sale of Equity 22,140,000

May 2017 Offering Closing [Member] | Series B Preferred Stock and Warrants [Member]

Proceeds from Issuance or Sale of Equity $ 30,700,000

May 2017 Warrants [Member]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 14,768,380 14,768,380

Class of Warrant or Right, Term 5 years

Derivative Liability $ 39,500,000 $ 39,500,000

May 2017 Warrants, Warrant 1 [Member]

Class of Warrant or Right, Common Stock Available for Conversion, Percentage 50.00% 50.00%

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 7,384,190 7,384,190

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares $ 7.80 $ 7.80

May 2017 Warrants, Warrant 2 [Member]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 7,384,190 7,384,190

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares $ 9.30 $ 9.30

Dilution Warrants [Member]

Preferred Stock Effective Conversion Price | $ / shares $ 6.30 $ 6.30

Derivative Liability $ 4,400,000 $ 4,400,000

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares $ 0.0015 $ 0.0015

JVCO Joint Venture [Member]

Equity Method Investment, Ownership Percentage 25.00%

Maximum [Member] | Series A Preferred Stock [Member]

Beneficiary Ownership, Conversion Percentage, Maximum 9.99% 9.99%

Minimum [Member] | Series A Preferred Stock [Member]

Beneficiary Ownership, Conversion Percentage, Maximum 4.99% 4.99%

Reverse Stock Split [Member]

Stockholders' Equity Note, Stock Split, Conversion Ratio 15

Total [Member]

Debt Conversion, Converted Instrument, Shares Issued | shares 2,000,000

Debt Conversion, Original Debt, Amount $ 70,000,000

Convertible Debt $ 5,000,000

Extinguishment of Debt, Amount $ 5,000,000

Debt Instrument, Repurchase Amount $ 3,700,000

Total [Member] | JVCO Joint Venture [Member]

Equity Method Investment, Ownership Percentage by Counterparty 75.00%

Foris Ventures, LLC [Member] | Due to Related Parties [Member]

Extinguishment of Debt, Amount $ 27,000,000

Foris Ventures, LLC [Member] | Series B Preferred Stock [Member]

Debt Conversion, Converted Instrument, Shares Issued | shares 30,728.589

Debt Conversion, Converted Instrument, Warrants or Options Issued | shares 4,877,386

Naxyris S.A. [Member] | Due to Related Parties [Member]

Extinguishment of Debt, Amount $ 2,000,000

Naxyris S.A. [Member] | Series B Preferred Stock [Member]

Debt Conversion, Converted Instrument, Shares Issued | shares 2,333.216

Debt Conversion, Converted Instrument, Warrants or Options Issued | shares 370,404

Foris and Naxyris [Member] | Conversion of Common Stock Into Series C Preferred Stock [Member]

Conversion of Stock, Shares Converted | shares 1,394,706

Foris and Naxyris [Member] | Series C Preferred Stock [Member] | Conversion of Common Stock Into Series C Preferred Stock [Member]

Conversion of Stock, Shares Issued | shares 20,921

Conversion of All Outstanding Fidelity Notes for Aggregate Principal Amount of 2015 144A Notes [Member]

Debt Conversion, Original Debt, Amount $ 19,100,000

Debt Conversion, Converted Instrument, Exchange Ratio of Converted Debt to Original Debt 1.25

Proceeds from Issuance of Debt $ 19,100,000

Gain (Loss) on Extinguishment of Debt $ 100,000

Convertible Debt [Member]

Long-term Debt $ 54,471,000 $ 78,981,000 $ 54,471,000 $ 54,471,000

Related Party Convertible Notes [Member]

Gain (Loss) on Extinguishment of Debt $ (9,400,000)

Long-term Debt 44,499,000 42,754,000 44,499,000 44,499,000

Related Party Convertible Notes [Member] | The Second Tranche [Member]

Convertible Notes Exchanged and Cancelled $ 6,000,000

Convertible Promissory Notes, Period After Which Notes Will Be Due 5 years

Debt Instrument, Convertible, Conversion Price, Interest Accrued 10.00%

Unsecured Promissory Notes, 2016 [Member]

Long-term Debt 2,000,000 2,000,000 2,000,000

Unsecured Promissory Notes, 2016 [Member] | Private Placement February 2016 [Member]

Proceeds from Issuance of Private Placement $ 20,000,000

Debt Instrument, Face Amount $ 2,000,000 $ 2,000,000 $ 18,000,000

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 19,048 19,048 171,429

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares $ 0.15 $ 0.15

Foris Ventures, LLC [Member] | Private Placement February 2016 [Member]

Proceeds from Issuance of Private Placement $ 16,000,000

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 152,381 152,381

Naxyris S.A. [Member] | Private Placement February 2016 [Member]

Proceeds from Issuance of Private Placement $ 2,000,000

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 19,048 19,048

Biolding Investment SA [Member] | Private Placement February 2016 [Member]

Proceeds from Issuance of Private Placement $ 2,000,000

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 19,048 19,048

DSM International B.V. [Member]

Proceeds from Issuance of Private Placement $ 25,000,000

Ownership Percentage, Designated Director Threshold 4.50%

Reserved Second Tranche Securities $ 25,000,000

Second Tranche Closing, Anniversary Payment $ 5,000,000

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 3,968,116

DSM International B.V. [Member] | Series B Preferred Stock [Member]

Stock Issued During Period, Shares, New Issues | shares 25,000

DSM International B.V. [Member] | Maximum [Member]

Designated Holder Maximum Common Stock Ownership 33.00%

Reserved Second Tranche Securities $ 30,000,000

DSM International B.V. [Member] | Minimum [Member]

Reserved Second Tranche Securities $ 25,000,000

Foris and Naxyris [Member] | Series C Preferred Stock [Member]

Preferred Stock, Par or Stated Value Per Share | $ / shares $ 0.0001

FINEP Credit Facility [Member]

Long-term Line of Credit $ 500,000 700,000 $ 500,000 $ 500,000 BRL 1.8 BRL 2.3

Guanfu Credit Agreement [Member] | Guanfu Holding Co., Ltd [Member] | Unsecured Debt [Member]

Debt Instrument, Redemption Price, Percentage 100.00%

Common Stock, Volume Weighted Average Closing Sale Price, Percentage 90.00%

Common Stock, Volume Weighted Average Closing Sale Price, Number of Trading Days 90 days

Line of Credit Facility, Maximum Borrowing Capacity $ 25,000,000

Long-term Line of Credit 25,000,000

Debt Instrument, Interest Rate, Stated Percentage 10.00%

Debt Instrument, Term 5 years

Fidelity Convertible Notes [Member]

Debt Instrument, Convertible, Conversion Price | $ / shares $ 106.023

Debt Instrument, Face Amount $ 57,600,000

Debt Instrument, Repurchase Amount 8,800,000

Debt Instrument, Repurchased Face Amount 9,700,000

Fidelity Convertible Notes [Member] | Convertible Subordinated Debt [Member]

Convertible Notes Payable $ 25,000,000

Debt Instrument, Interest Rate, Effective Percentage 3.00%

Rule 144A Convertible Note Offering [Member]

Convertible Note Offering $ 75,000,000

Proceeds from Convertible Debt $ 72,000,000

Rule 144A Convertible Note Offering [Member] | Denominator [Member]

Debt Instrument, Convertible, Conversion Rate, Principle Amount | $ / shares $ 1,000

Rule 144A Convertible Note Offering [Member] | Reverse Stock Split [Member]

Debt Instrument, Convertible, Conversion Ratio 17.8073

Debt Instrument, Convertible, Conversion Price | $ / shares $ 56.16

Rule 144A Convertible Note Offering [Member] | Affiliated Entity [Member]

Amount of Convertible Debt Purchased by Affiliated Entities 24,700,000

Debt Instrument, Face Amount 57,600,000

Debt Instrument, Repurchase Amount 18,300,000

Debt Instrument, Repurchased Face Amount 22,900,000

Debt Instrument, Interest Rate, Stated Percentage 6.50%

Rule 144A Convertible Note Offering [Member] | Total [Member]

Debt Instrument, Decrease, Forgiveness $ 9,700,000

Rule 144A Convertible Note Offering [Member] | Convertible Debt Securities [Member]

Debt Instrument, Interest Rate, Effective Percentage 6.50%

Convertible Senior Notes, 9.5% [Member]

Debt Instrument, Convertible, Conversion Rate, Shares | shares 48.3395

Debt Instrument, Convertible, Conversion Rate, Principle Amount | $ / shares $ 1,000

Debt Instrument, Convertible, Conversion Price | $ / shares $ 20.69

Convertible Note Substantial Change, Discount Rate Used in Calculate Value of Remaining Interest Payments 0.75%

Debt Instrument, Convertible Percentage of Average Price Per Share the Stock will be Valued upon Early Conversion 92.50%

Number of Trading Days Notes Become Convertible 10 days

Convertible Promissory Note, Additional Principal Amount Issued During Period $ 19,100,000

Debt Instrument, Decrease, Forgiveness $ 15,300,000

Convertible Debt, Aggregate Number of Shares Issued With Respect to the Initial Closing, Maximum Percentage 19.99%

Debt Instrument, Face Amount $ 57,600,000

Proceeds from Convertible Debt $ 54,400,000

Debt Instrument, Interest Rate, Stated Percentage 9.50%

Convertible Senior Notes, 6.5% [Member]

Debt Instrument, Repurchase Amount 18,300,000

Debt Instrument, Repurchased Face Amount 22,900,000

Convertible Senior Notes, 3% [Member]

Debt Instrument, Repurchase Amount 8,800,000

Debt Instrument, Repurchased Face Amount $ 9,700,000

The May 2016 Convertible Notes [Member] | Convertible Subordinated Debt [Member]

Debt Instrument, Face Amount $ 15,000,000

Proceeds from Convertible Debt $ 14,900,000

The December 2016 Convertible Note [Member] | Convertible Subordinated Debt [Member]

Debt Instrument, Face Amount $ 10,000,000

Proceeds from Convertible Debt $ 9,900,000

The April 2017 Convertible Notes [Member] | Convertible Debt [Member]

Proceeds from Convertible Debt $ 6,900,000

The April 2017 Convertible Notes [Member] | Convertible Debt [Member] | Maximum [Member]

Debt Instrument, Face Amount $ 15,000,000

The April 2017 Convertible Notes, Initial Closing [Member] | Convertible Debt [Member]

Debt Instrument, Face Amount $ 7,000,000

The Amended Notes [Member]

Convertible Debt Securities, Monthly Installment Discount 20.00% 10.00%

Convertible Debt Securities, Price Floor Payment Discount Rate 70.00% 80.00%

The Amended Notes [Member] | Convertible Debt [Member]

Debt Instrument, Monthly Installments, Percent of Installment Amount 118.00%

Debt Instrument, Additional Common Stock Payment, Maximum Percent of Aggregate Amount 50.00%

Debt Instrument, Threshold Amount of Dollar-weighted Volume of Common Stock $ 200,000

Debt Instrument, Events of Default, Percentage of Amount can be Redeemed by Holders 118.00%

Debt Instrument, Events of Fundamental Transaction, Percentage of Amount can be Redeemed by Holders 118.00%

Debt Instrument, Convertible, Conversion Price | $ / shares $ 28.50

Convertible Debt, Beneficial Common Stock Ownership, Maximum Percentage Except Under Specified Conditions 4.99%

Convertible Debt, Beneficial Common Stock Ownership, Maximum Percentage Under Specified Conditions 9.99%

Convertible Debt, Beneficial Common Stock Ownership, Maximum Percentage, Conditions, Number of Days After Written Notice 61 days

Convertible Debt, Aggregate Number of Shares Issued With Respect to the Initial Closing, Maximum | shares 3,792,779

Convertible Debt, Aggregate Number of Shares Issued With Respect to the Initial Closing, Minimum | shares 15.75 15.75 15.75 15.75 218,817

Convertible Debt, Holders May Not Sell Shares, Price Floor, Threshold | $ / shares $ 15 $ 15 $ 15

Long-term Debt $ 19,100,000 9,900,000 $ 19,100,000 $ 19,100,000

The 3 Million Note [Member]

Debt Instrument, Fee Amount 3,000,000 3,000,000 3,000,000

Proceeds from Convertible Debt 3,000,000

Total Purchase Agreement [Member] | Total [Member]

Debt Instrument, Face Amount $ 105,000,000

Unsecured Senior Convertible Promissory Notes [Member] | Total [Member] | Initial Closing [Member]

Debt Instrument, Interest Rate, Stated Percentage 1.50%

Secured R&D Notes [Member] | Total [Member]

Convertible Debt, Including Interest $ 2,800

Extinguishment of Debt, Amount $ 1,300,000 € 50,000

Replacement Notes [Member]

Long-term Line of Credit $ 3,700,000 3,700,000 $ 3,700,000 $ 3,700,000

Debt Instrument, Convertible, Conversion Price | $ / shares $ 46.20 $ 46.20 $ 46.20

Debt Instrument, Interest Rate, Effective Percentage 12.00% 1.50%

August 2013 Convertible Notes [Member] | Total and Temasek [Member]

Debt Instrument, Face Amount $ 73,000,000

Private Placement Convertible Notes, Period 2 years

August 2013 Convertible Notes [Member] | Temasek [Member]

Extinguishment of Debt, Amount $ 35,000,000

Temasek Bridge Loan [Member] | Temasek [Member]

Debt Instrument, Interest Rate, Stated Percentage 5.50%

First Tranche [Member] | Related Party Convertible Notes [Member]

Gain (Loss) on Extinguishment of Debt $ (19,900,000)

Convertible Promissory Notes, Period After Which Notes Will Be Due 5 years

Debt Instrument, Convertible, Conversion Price | $ / shares $ 2.44

Convertible Notes, Discount Percentage to Determine Conversion Price 15.00%

Convertible Note Discount, Number of Days for Trailing Weighted-average Closing Price 60 days

Plant Manufacturing Production, Product Sales, Percentage 5.00%

Convertible Notes, Recurring Term of Option to Prepay After Initial Payment Period 180 days

Cancellation of Convertible Debt $ 44,200,000

Proceeds from Convertible Debt 7,600,000

First Tranche [Member] | Related Party Convertible Notes [Member] | Total [Member]

Debt Instrument, Face Amount 51,800,000

Extinguishment of Debt, Amount 9,200,000

First Tranche [Member] | Related Party Convertible Notes [Member] | Temasek [Member]

Extinguishment of Debt, Amount 35,000,000

Second Tranche [Member] | Related Party Convertible Notes [Member]

Future Cancellation of Debt, Amount $ 9,200,000

Second Tranche [Member] | Related Party Convertible Notes [Member] | Wolverine [Member]

Debt Instrument, Face Amount $ 3,000,000

The Second Tranche [Member] | Related Party Convertible Notes [Member]

Debt Instrument, Face Amount $ 34,000,000

The Second Tranche [Member] | Related Party Convertible Notes [Member] | Temasek [Member]

Convertible Notes Purchased 25,000,000

The Second Tranche [Member] | Related Party Convertible Notes [Member] | Wolverine [Member]

Convertible Notes Purchased 3,000,000

The Second Tranche [Member] | Related Party Convertible Notes [Member] | Total [Member]

Convertible Notes Purchased $ 6,000,000

Tranche I and Tranche II Notes [Member] | Related Party Convertible Notes [Member]

Debt Instrument, Convertible, Conversion Price | $ / shares $ 7.425 $ 7.425 $ 7.425

Convertible Debt $ 22,100,000 21,800,000 $ 22,100,000 $ 22,100,000

Debt Instrument, Unamortized Discount 0 0 0 0

Tranche I Notes [Member] | Temasek Funding Warrant [Member]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 1,125,755 1,125,755 164,169

June 2016 Private Placement [Member]

Debt Instrument, Face Amount $ 5,000,000

Debt Instrument, Interest Rate, Stated Percentage 13.50%

October 2016 Private Placement [Member] | Foris Ventures, LLC [Member] | Convertible Subordinated Debt [Member]

Debt Instrument, Face Amount $ 6,000,000

Debt Instrument, Interest Rate, Stated Percentage 13.50%

October 2016 Private Placement [Member] | Ginkgo Bioworks, Inc. [Member] | Convertible Subordinated Debt [Member]

Debt Instrument, Face Amount $ 8,500,000

Salisbury Note [Member] | Salisbury Partners, LLC [Member]

Debt Instrument, Face Amount $ 3,500,000

Debt Instrument, Interest Rate, Stated Percentage 5.00% 5.00%

Debt Instrument, Term 13 years

Debt Instrument, Delinquency Penalty 5.00% 5.00%

Debt Instrument, Delinquency Penalty, Threshold 5 days

Nikko Note [Member] | Nikko [Member]

Debt Instrument, Additional Equal Monthly Installments, Amount $ 100,000

Debt Instrument, Face Amount $ 3,900,000

Debt Instrument, Interest Rate, Stated Percentage 5.00% 5.00%

Debt Instrument, Term 13 years

Debt Instrument, Delinquency Penalty 5.00% 5.00%

Debt Instrument, Delinquency Penalty, Threshold 5 days

Debt Instrument, Percentage of Joint Venture Interests Owned By the Company Securing the Debt Instrument 10.00% 10.00%

Debt Instrument, Additional Payments Required in Four Monthly Installments $ 400,000

March 2014 Letter Agreement [Member]

Debt Conversion, Original Debt, Amount $ 3,400,000

Conversion of All Outstanding Fidelity Notes for Aggregate Principal Amount of 2015 144A Notes [Member]

Debt Conversion, Original Debt, Amount $ 3,700,000

Tranche II Notes [Member] | Temasek Funding Warrant [Member]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 164,169

Hercules Technology Growth Capital, Inc. (Hercules) [Member] | Loan and Security Agreement [Member]

Line of Credit Facility, Maximum Borrowing Capacity $ 30,960,000

Proceeds from Long-term Lines of Credit 15,960,000

Payments of Financing Costs $ 1,450,000

Debt Instrument, Face Amount $ 25,000,000

Stegodon [Member] | Loan and Security Agreement [Member]

Debt Issuance Costs, Line of Credit Arrangements, Net 600,000 600,000 600,000

Debt Instrumebt, Requirement, Maximum Monthly Repayment, Using Proceeds from Collaboration Agreement $ 1,000,000

Debt Instrument, Additional Monies Agreed to Apply Toward Repayment of Outstanding Loans, Maximum $ 3,000,000 $ 3,000,000

Long-term Line of Credit 27,800,000 27,800,000 27,800,000

Nossa Caixa and Banco Pine Agreements [Member]

Debt Instrument, Period of Interest Only QuarterlyPayments 2 years

Long-term Line of Credit 10,000,000 $ 11,100,000 10,000,000 10,000,000

Certain Farnesene Production Assets Pledged as Collateral for Loans 15,700,000 15,700,000 15,700,000 BRL 52.0

Collateral Provided by Company Certain Equipment and Other Tangible Assets, Amount 20,600,000 BRL 68.0

Debt Instrument, Face Amount $ 15,700,000 $ 15,700,000 $ 15,700,000 BRL 52.0

Debt Instrument, Interest Rate, Stated Percentage 5.50%

Temasek [Member]

Debt Conversion, Original Debt, Amount $ 71,000,000

Temasek [Member] | Temasek Warrant 1 [Member]

Class of Warrant or Right, Term 10 years

Temasek [Member] | Temasek Warrant 2 [Member]

Class of Warrant or Right, Numerator One 30.60%

Class of Warrant or Right, Denominator One 69.40%

Class of Warrant or Right, Numerator Two 13.30%

Class of Warrant or Right, Denominator Two 86.70%

Temasek [Member] | Temasek Warrant Three [Member]

Class of Warrant or Right, Threshold Number of Securities | shares 133,334

Class of Warrant or Right, Common Stock Shares Used In Calculation | shares 58,690

Temasek [Member] | The 2013 Warrant [Member]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 846,683 66,667 846,683 846,683 846,683

Class of Warrant or Right, Outstanding | shares 1,289,924 1,289,924 1,289,924 1,289,924

Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares $ 0.15 $ 0.01 $ 0.15 $ 0.15

Temasek [Member] | If Total R&D Warrant is Exercised in Full [Member] | Temasek Warrant Three [Member]

Class of Warrant or Right, Common Stock Shares Used In Calculation | shares 58,690

Temasek [Member] | Rule 144A Convertible Notes [Member]

Convertible Notes Payable $ 10,000,000

Total [Member]

Debt Conversion, Original Debt, Amount 70,000,000

Convertible Notes Payable $ 25,000,000

Total [Member] | Total Funding Warrant [Member]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 1,261,612

Class of Warrant or Right, Term 5 years

Total [Member] | Total R&D Warrant [Member]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 1,333,334

Total [Member] | Temasek Warrant 1 [Member]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 978,525

Total [Member] | Temasek Warrant 2 [Member]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares 133,334

Total [Member] | Tranche I and Tranche II Notes [Member]

Convertible Notes Payable $ 15,300,000

Total [Member] | Rule 144A Convertible Notes [Member]

Convertible Notes Payable $ 9,700,000

Total and Temasek [Member]

Debt Instrument, Convertible, Conversion Price | $ / shares $ 34.50

Interest Expense, Debt $ 39,200,000

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- Definition
The amount of acquisition cost for the equipment under the guarantee.
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- Definition
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No definition available.
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- Definition
The amount of ownership percentage of common stock established on the conversion of preferred stock.
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No definition available.
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- Definition
Represents the amount of convertible debt cancelled during the period.
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No definition available.
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Data Type: xbrli:monetaryItemType

Balance Type: debit

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- Definition
Represents certain farnesene production assets pledged by the Company as collateral for loans.
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No definition available.
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Data Type: xbrli:monetaryItemType

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- Definition
The amount of Common Stock available for conversion from warrants, into which shares of Preferred stock were initially convertible.
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No definition available.
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- Definition
Number of shares of common stock used to calculate number of securities into which the class of warrant or right may be converted.
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No definition available.
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Data Type: xbrli:sharesItemType

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- Definition
Represents a denominator part of the fraction used to calculate additional shares in excess of 2,000,000.
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No definition available.
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- Definition
Represents denominator of a fraction used in calculation with the number of any additional shares for which certain other outstanding convertible promissory notes may become exercisable as a result of a reduction to the conversion price of such notes.
+ References
No definition available.
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- Definition
Represents a numerator part of the fraction used in a calculation with additional shares in excess of 2,000,000.
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No definition available.
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- Definition
Represents numerator of a fraction used in calculation with the number of any additional shares for which certain other outstanding convertible promissory notes may become exercisable as a result of a reduction to the conversion price of such notes.
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No definition available.
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- Definition
Represents term of warrants.
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No definition available.
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Data Type: xbrli:durationItemType

Balance Type: na

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- Definition
Represents threshold number of shares the excess of which is included in additional shares into which the class of warrant or right may be converted.
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No definition available.
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Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

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- Definition
Represents the collateral amount the company must have in tangible assets.
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No definition available.
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Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

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- Definition
The number of trading days that the common stock volume weighted average closing price is measured.
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No definition available.
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Data Type: xbrli:durationItemType

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- Definition
Represents a percentage of the weighted average closing sale price of common stock.
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No definition available.
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Data Type: num:percentItemType

Balance Type: na

Period Type: duration

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- Definition
The rate of annual return added on the redemption base price when the Company redeems its stock.
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No definition available.
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Data Type: num:percentItemType

Balance Type: na

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- Definition
The per share rate used in the conversion of stock.
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No definition available.
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Data Type: num:perShareItemType

Balance Type: na

Period Type: instant

X

- Definition
Represents the maximum number of shares issueable with respect to the initial closing under a convertible debt instrument.
+ References
No definition available.
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Data Type: xbrli:sharesItemType

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- Definition
Represents the maximum percentage of the aggregate number of shares issued with respect to the initial closing under a convertible debt instrument.
+ References
No definition available.
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Data Type: num:percentItemType

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Period Type: instant

X

- Definition
Represents the minimum number of shares issueable with respect to the initial closing under a convertible debt instrument that would require reasonable efforts to solicit and obtain shareholder approval for the issuance of common stock in excess of the Exchange Cap.
+ References
No definition available.
+ Details

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Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

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- Definition
Represents the number of days of written notice required to be provided, after which the maximum percentage beneficial common stock ownership may be the higher of the two possible thresholds specified.
+ References
No definition available.
+ Details

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Data Type: xbrli:durationItemType

Balance Type: na

Period Type: duration

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- Definition
Represents the maximum percentage of beneficial common stock ownership under a convertible debt instrument, unless certain specified conditions are met.
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No definition available.
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Data Type: num:percentItemType

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- Definition
Represents the maximum percentage of beneficial common stock ownership under a convertible debt instrument, if certain specified conditions are met.
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No definition available.
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Data Type: num:percentItemType

Balance Type: na

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X

- Definition
Represents the price floor threshold under a convertible debt instrument below which holders may not sell shares.
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No definition available.
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Data Type: num:perShareItemType

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- Definition
The outstanding amount of convertible debt, including interest.
+ References
No definition available.
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Data Type: xbrli:monetaryItemType

Balance Type: credit

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- Definition
The discount rate at which the company pays monthly installments on outstanding convertible debt securities in common stock.
+ References
No definition available.
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Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition
The discount rate that represents the lowest rate at which the conversion of convertible debt securities can be converted.
+ References
No definition available.
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Name: amrs_ConvertibleDebtSecuritiesPriceFloorPaymentDiscountRate

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Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition
Represents the number of days for the trailing weighted-average closing price for the note conversion.
+ References
No definition available.
+ Details

Name: amrs_ConvertibleNoteDiscountNumberOfDaysForTrailingWeightedaverageClosingPrice

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Data Type: xbrli:durationItemType

Balance Type: na

Period Type: duration

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- Definition
Represents the convertible note offering.
+ References
No definition available.
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Name: amrs_ConvertibleNoteOffering

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Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition
Represents the discount rate used in calculating the value of the remaining interest payments if the substantial change covenants are triggered.
+ References
No definition available.
+ Details

Name: amrs_ConvertibleNoteSubstantialChangeDiscountRateUsedInCalculateValueOfRemainingInterestPayments

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Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition
Represents the discount rate to a trailing 60-day weighted-average closing price of the common stock, which is used in determining the conversion price.
+ References
No definition available.
+ Details

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Data Type: num:percentItemType

Balance Type: na

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- Definition
Represents the value of convertible notes that were exchanged and cancelled during the period.
+ References
No definition available.
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Data Type: xbrli:monetaryItemType

Balance Type: na

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- Definition
Represents the value of the Company's convertible notes that were purchased by an entity during the period.
+ References
No definition available.
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Data Type: xbrli:monetaryItemType

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- Definition
Represents the recurring period (every so many months) when the Company has the option to prepay the convertible notes, at the date of payment of the coupon, after the initial payment period.
+ References
No definition available.
+ Details

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Data Type: xbrli:durationItemType

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- Definition
The amount of proceeds allocated to the preferred stock in related to the beneficial conversion feature of convertible preferred stock.
+ References
No definition available.
+ Details

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- Definition
The amount of proceeds allocated to preferred stock subsequent to the recognition of the beneficial conversion feature.
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No definition available.
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Data Type: xbrli:monetaryItemType

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- Definition
Represents the additional principal amount issued during the period under a convertible promissory note.
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No definition available.
+ Details

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Data Type: xbrli:monetaryItemType

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- Definition
Represents the period of time after which convertible promissory notes will be due and will be convertible into shares of common stock at the specified conversion price.
+ References
No definition available.
+ Details

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- Definition
Represents the exchange ratio of the converted instrument to the original debt being converted.
+ References
No definition available.
+ Details

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Data Type: xbrli:pureItemType

Balance Type: na

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- Definition
The maximum monthly repayment that the company could make by using proceeds from collaboration agreement.
+ References
No definition available.
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- Definition
In the event the Company pays all or any portion of a monthly installment amount in common stock, holders of the convertible notes have the right to require the Company to pay an additional amount not the exceed the maximum percentage of the cumulative sum of the aggregate amount.
+ References
No definition available.
+ Details

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- Definition
Represents the amount of each additional equal monthly installment to be paid under a debt instrument.
+ References
No definition available.
+ Details

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Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

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- Definition
Represents the maximum amount of additional monies agreed to apply toward repayment of outstanding loans.
+ References
No definition available.
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- Definition
Represents the additional payments required in four monthly payments under the debt instrument.
+ References
No definition available.
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Data Type: xbrli:monetaryItemType

Balance Type: credit

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- Definition
Represents the rate of interest at which interest accrues, compounded annually, assuming no default.
+ References
No definition available.
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- Definition
The amount of convertible debt principal per which a set number of shares are issuable upon debt conversion.
+ References
No definition available.
+ Details

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- Definition
The number of shares per a set principal amount that are issuable upon conversion of convertible debt.
+ References
No definition available.
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- Definition
Upon early conversion, the percentage of the simple average of the daily volume-weighted average price per share for the 10 trading days ending on and including the trading day immediately preceding the conversion date used to determine value.
+ References
No definition available.
+ Details

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Data Type: num:percentItemType

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- Definition
Represents the percentage penalty if the debt instrument is delinquent.
+ References
No definition available.
+ Details

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- Definition
Represents the length of delinquency beyond which a debt instrument is subject to a delinquency penalty.
+ References
No definition available.
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- Definition
In the events of default, holders of may require the Company to all or any portion of their convertible notes in cash at a price equal to the greater of a percentage of amount being redeemed.
+ References
No definition available.
+ Details

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- Definition
In the event of Fundamental Transaction, holders of may require the Company to all or any portion of their convertible notes in cash at a price equal to the greater of a percentage of amount being redeemed.
+ References
No definition available.
+ Details

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Data Type: num:percentItemType

Balance Type: na

Period Type: duration

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- Definition
Represents the cash payment at a percentage of such installment amount, payable in monthly installments.
+ References
No definition available.
+ Details

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Data Type: num:percentItemType

Balance Type: na

Period Type: duration

X

- Definition
Represents the percentage of the company's joint venture interests securing the debt instrument.
+ References
No definition available.
+ Details

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Data Type: num:percentItemType

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- Definition
Represents the period over which the Company is required to pay interest only on a quarterly basis.
+ References
No definition available.
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Data Type: xbrli:durationItemType

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- Definition
Represents the threshold amount of dollar-weighted volume of common stock applicable to the monthly installment period.
+ References
No definition available.
+ Details

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- Definition
Maximum percentage interest in company's common stock allowed under Stockholder Agreement.
+ References
No definition available.
+ Details

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Data Type: num:percentItemType

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Period Type: duration

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- Definition
The percentage of ownership of common stock or equity participation by an entity other than the reporting entity in the investee accounted for under the equity method of accounting.
+ References
No definition available.
+ Details

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Data Type: num:percentItemType

Balance Type: na

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- Definition
Represents the amount of the future cancellation of debt.
+ References
No definition available.
+ Details

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Balance Type: debit

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- Definition
Represents the number of trading days prior to maturity the notes become convertible into common stock.
+ References
No definition available.
+ Details

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Data Type: xbrli:durationItemType

Balance Type: na

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- Definition
The threshold, stated as a percentage of ownership interest to the company, that allows for the appointment of Director to the Board of Directors.
+ References
No definition available.
+ Details

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Data Type: num:percentItemType

Balance Type: na

Period Type: instant

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- Definition
Represents the percentage of gross margins from product sales that, if failed to achieve, will reduce the conversion price of the notes.
+ References
No definition available.
+ Details

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Data Type: num:percentItemType

Balance Type: na

Period Type: duration

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- Definition
The amount of payment, per share, made to Preferred Stockholders if conversion occurs prior to the 10th anniversary of the date of issuance
+ References
No definition available.
+ Details

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- Definition
The per share price of the conversion of preferred stock to common stock.
+ References
No definition available.
+ Details

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Data Type: num:perShareItemType

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- Definition
The effective conversion price of preferred stock.
+ References
No definition available.
+ Details

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Data Type: num:perShareItemType

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Period Type: instant

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Note 5 - Debt and Mezzanine Equity - Debt Components (Details) - USD ($)
$ in Thousands

Jun. 30, 2017

Dec. 31, 2016

Debt $ 165,317 $ 227,043

Less: current portion (13,285) (59,155)

Long-term debt, net of current portion 152,032 167,888

Contingently Redeemable Common Stock [Member]

Mezzanine Equity 5,000 5,000

Convertible Preferred Stock [Member]

Mezzanine Equity 12,830

Stegodon [Member]

Debt 27,999 27,658

BNDES Credit Facility [Member]

Debt 577 1,172

FINEP Credit Facility [Member]

Debt 534 696

Guanfu Credit Facility [Member]

Debt 20,645 19,564

Credit Facility [Member]

Debt 49,755 49,090

Long-term debt, net of current portion 48,874

Convertible Debt [Member]

Debt 54,471 78,981

Long-term debt, net of current portion 52,954

Loans Payable [Member]

Debt 14,592 26,527

Long-term debt, net of current portion 9,406

Related Party Convertible Notes [Member]

Debt 44,499 42,754

Long-term debt, net of current portion 40,798

Related Party Loan Payable [Member]

Debt 2,000 $ 29,691

Long-term debt, net of current portion

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+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(16))
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Note 5 - Debt and Mezzanine Equity - Long-term Debt Instruments (Details) - USD ($)
$ in Thousands

Jun. 30, 2017

Dec. 31, 2016

2017 (remaining six months) $ 12,074

2018 68,048

2019 108,252

2020 5,059

2021 29,847

Thereafter 4,057

Total future minimum payments 227,337

Less: amount representing interest(1) ^[1] (62,020)

Present value of minimum debt payments 165,317

Less: current portion (13,285)

Long-term debt, net of current portion 152,032 $ 167,888

Related Party Convertible Notes [Member]

2017 (remaining six months) 558

2018 20,448

2019 34,913

2020

2021

Thereafter

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Less: amount representing interest(1) ^[1] (11,421)

Present value of minimum debt payments 44,498

Less: current portion (3,700)

Long-term debt, net of current portion 40,798

Convertible Debt [Member]

2017 (remaining six months) 4,123

2018 8,636

2019 68,097

2020

2021

Thereafter

Total future minimum payments 80,856

Less: amount representing interest(1) ^[1] (26,385)

Present value of minimum debt payments 54,471

Less: current portion (1,517)

Long-term debt, net of current portion 52,954

Loans Payable [Member]

2017 (remaining six months) 1,426

2018 5,268

2019 2,665

2020 2,559

2021 2,451

Thereafter 4,057

Total future minimum payments 18,426

Less: amount representing interest(1) ^[1] (3,834)

Present value of minimum debt payments 14,592

Less: current portion (5,186)

Long-term debt, net of current portion 9,406

Related Party Loan Payable [Member]

2017 (remaining six months) 2,487

2018

2019

2020

2021

Thereafter

Total future minimum payments 2,487

Less: amount representing interest(1) ^[1] (487)

Present value of minimum debt payments 2,000

Less: current portion (2,000)

Long-term debt, net of current portion

Credit Facility [Member]

2017 (remaining six months) 3,480

2018 33,696

2019 2,577

2020 2,500

2021 27,396

Thereafter

Total future minimum payments 69,649

Less: amount representing interest(1) ^[1] (19,893)

Present value of minimum debt payments 49,756

Less: current portion (882)

Long-term debt, net of current portion $ 48,874

[1] includes debt discount & issuance cost associated with related party & non-related party debt which will accrete to interest expense under the effective interest method over the term of the debt.

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- Definition
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+ References
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+ References
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+ References
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+ References
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+ References
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Note 6 - Commitments and Contingencies (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended

Jun. 30, 2017

Jun. 30, 2016

Jun. 30, 2017

Jun. 30, 2016

Dec. 31, 2016

Purchase Obligation $ 900 $ 900 $ 800

Contractual Obligation 600 600 600

Operating Leases, Rent Expense 1,400 $ 1,400 2,800 $ 2,700

Liabilities for Guarantees on Long-Duration Contracts, Guaranteed Benefit Liability, Net 0 0 $ 0

Manufacturing Agreement, Aprinnova JV [Member]

Contractual Obligation $ 10,000 $ 10,000

X

- Definition
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- Definition
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+ References
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+ Details

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- Definition
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+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 80
-Section 50
-Paragraph 1
-Subparagraph (d)(3)
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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XML 76 R48.htm IDEA: XBRL DOCUMENT v3.7.0.1

Note 6 - Commitments and Contingencies - Future Minimum Payments for Lease Obligations (Details) - USD ($)
$ in Thousands

Jun. 30, 2017

Dec. 31, 2016

Capital leases 2017 (remaining nine months) $ 530

Operating leases 2017 (remaining nine months) 3,406

Total lease obligations 2017 (remaining nine months) 3,936

Capital leases 2018 106

Operating leases 2018 6,889

Total lease obligations 2018 6,995

Capital leases 2019 22

Operating leases 2019 6,776

Total lease obligations 2019 6,798

Capital leases 2020 0

Operating leases 2020 7,006

Total lease obligations 2020 7,006

Capital leases 2021 0

Operating leases 2021 7,242

Total lease obligations 2021 7,242

Capital leases thereafter 0

Operating leases thereafter 10,958

Total lease obligations thereafter 10,958

Total future minimum capital lease payments 658

Total future minimum operating lease payments 42,277

Total future minimum lease payments 42,935

Less: amount representing interest (27)

Present value of minimum lease payments 631

Less: current portion (598) $ (922)

Capital lease obligation, net of current portion $ 33 $ 334

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- Definition
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+ References
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+ References
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+ References
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Note 7 - Joint Ventures and Noncontrolling Interest (Details Textual)

Jun. 30, 2017

Aprinnova JV [Member]

Noncontrolling Interest, Ownership Percentage by Parent 50.00%

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Note 7 - Joint Ventures and Noncontrolling Interest - Variable Interest Entities (Details) - Variable Interest Entity, Primary Beneficiary [Member] - USD ($)
$ in Thousands

Jun. 30, 2017

Dec. 31, 2016

Assets $ 32,541 $ 30,778

Liabilities $ 2,221 $ 333

X

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Note 7 - Joint Ventures and Noncontrolling Interest - Noncontrolling Interest (Details) - USD ($)
$ in Thousands
6 Months Ended

Jun. 30, 2017

Jun. 30, 2016

Balance, noncontrolling interest $ 937

Balance, noncontrolling interest 937

Noncontrolling Interest [Member]

Balance, noncontrolling interest 937 $ 0

Acquisition of noncontrolling interest 0 114

Balance, noncontrolling interest $ 937 $ 114

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Note 8 - Significant Agreements (Details Textual)
1 Months Ended 3 Months Ended 6 Months Ended

Jan. 15, 2018

USD ($)

May 08, 2017

USD ($)

Apr. 21, 2017

shares

Jan. 15, 2017

USD ($)

Nov. 30, 2016

USD ($)

Sep. 30, 2016

Jul. 25, 2016

USD ($)

Mar. 08, 2016

USD ($)

Apr. 30, 2014

USD ($)

Jun. 30, 2017

USD ($)

Dec. 31, 2016

USD ($)

Jun. 30, 2016

USD ($)

$ / shares

shares

Apr. 30, 2016

Sep. 30, 2015

USD ($)

Mar. 31, 2015

USD ($)

Mar. 31, 2014

USD ($)

Mar. 31, 2013

USD ($)

Jun. 30, 2017

USD ($)

Jun. 30, 2016

USD ($)

$ / shares

shares

Jun. 30, 2017

USD ($)

Mar. 31, 2017

USD ($)

Jun. 30, 2016

USD ($)

$ / shares

shares

Apr. 30, 2017

USD ($)

At the Market Offering [Member]

Commission Rate 3.00%

Stock Issued During Period, Value, New Issues $ 0

Common Stock, Value, Subscriptions $ 50,000,000 $ 50,000,000 $ 50,000,000 50,000,000

Ginkgo Collaboration Note [Member] | Secured Promissory Note [Member]

Debt Instrument, Face Amount $ 3,000,000

Technology Investment Agreement with DARPA [Member]

Maximum DARPA Funding to be Received if all Milestones are Achieved $ 35,000,000

Collaboration Agreement Period 4 years

Collective Obligation Due $ 15,500,000

Revenue from Related Parties 4,700,000 $ 2,300,000 5,700,000 $ 3,500,000

Firmenich [Member]

Additional Grants and Collaboration Funding 5,000,000

Firmenich [Member] | Collaborative Arrangement [Member]

Revenue from Related Parties 2,100,000 1,300,000 3,200,000 4,300,000

Firmenich [Member] | Flavors and Fragrances Compounds [Member]

Collaboration Agreement Period 10 years

Collaboration Agreement, Automatic Renewal Period 3 years

Collaborative Agreement, Notice Requirement before Terminating Current Term, Minimum 1 year

Collaboration Agreement Annual Funding Year One $ 10,000,000

Collaboration Agreement Annual Funding Year Three $ 10,000,000

Collaboration Agreement Annual Funding Year Two $ 10,000,000

Firmenich [Member] | Flavors and Fragrances Compounds [Member] | Master Collaboration Agreement [Member]

Sales Margin Company Percentage Split 30.00%

Sales Margin Collaborator Percentage Split 70.00%

Return Required for Collaboration Partner Before Adjusting Split on Sales Margin $ 15,000,000

Sales Margin Company Percentage Split Following Return Requirements 50.00%

Success Bonus $ 2,500,000

Revenue from Related Parties 900,000 2,600,000 2,100,000 4,600,000

Firmenich [Member] | Flavors and Fragrances Compounds [Member] | Amended Collaboration Agreement [Member]

Royalty Rate, Percent of Net Revenue 10.00%

Kuraray [Member] | Collaborative Arrangement [Member]

Collaboration Agreement Period 2 years

Revenue from Related Parties 100,000 400,000 300,000 800,000

Proceeds from Collaborators $ 500,000 $ 2,000,000 $ 2,000,000 $ 4,000,000

Deferred Revenue $ 1,000,000

Collaborative Agreement Number Of Installments 2 2

Kuraray [Member] | Collaborative Arrangement [Member] | Scenario, Forecast [Member]

Proceeds from Collaborators $ 500,000

Kuraray [Member] | Product Sales [Member]

Revenue from Related Parties 1,900,000 200,000 3,600,000 200,000

Nenter & Co., Inc. [Member]

Value-share Arrangement, Amount Receiable, Remainder of Fiscal Year 2,400,000 2,400,000 2,400,000

Loss on Contract Termination $ 2,500,000

Nenter & Co., Inc. [Member] | Supply Agreements [Member]

Supply Agreement, Renewable Terms 5 years

Revenue from Related Parties 6,600,000 0 8,900,000 30,000

Givaudan International, SA [Member] | Collaborative Arrangement [Member]

Semi Annual Installments, Amount $ 3,000,000

Revenue from Related Parties 1,500,000 $ 0 3,000,000 $ 0

Proceeds from Collaborators 12,000,000

Givaudan International, SA [Member] | Collaborative Arrangement [Member] | Deferred Revenue [Member]

Proceeds from Collaborators 3,000,000 $ 3,000,000 $ 3,000,000

Ginkgo Bioworks [Member]

Royalty Percentage 10.00% 10.00% 10.00%

Collaboration Agreement Period 3 years

Collaboration Agreement, Automatic Renewal Period 1 year

Collaborative Agreement, Notice Requirement before Terminating Current Term, Minimum 90 days

Collaborative Agreement, Notice Requirement before Terminating Current Term Due to Lack of Commitment 30 days

Revenue from Related Parties 0

Collaboration Agreement, Common Stock Options Agreed to Issue, Term Exercisable from Date of Issuance 1 year

Collaboration Agreement, Common Stock Options Agreed to Issue | shares 333,334 333,334 333,334

Collaboration Agreement, Common Stock Options Agreed to Issue, Exercise Price Per Share | $ / shares $ 7.50 $ 7.50 $ 7.50

Proceeds from Collaborators $ 15,000,000 $ 20,000,000 0 $ 5,000,000

Collaborative Agreement Number Of Installments 2

Ginkgo Bioworks [Member] | Ginkgo Collaboration Agreement [Member]

Accounts Payable $ 1,500,000 1,500,000 1,500,000

Revenue from Related Parties 0 $ 0 0 $ 0

Blue California [Member] | Intellectual Property License and Strain Access Agreement [Member]

Accounts Receivable, Gross $ 10,000,000

Revenue from Related Parties $ 10,000,000 $ 2,700,000 $ 0 $ 2,700,000 $ 0

Blue California [Member] | Intellectual Property License and Strain Access Agreement [Member] | SweeGen Common Stock [Member]

Shares Received in Satisfaction of Payment Obligation | shares 850,115

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XML 81 R53.htm IDEA: XBRL DOCUMENT v3.7.0.1

Note 9 - Goodwill and Intangible Assets - Intangible Assets and Goodwill (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended

Jun. 30, 2017

Dec. 31, 2016

Goodwill, carrying amount $ 560 $ 560

Goodwill, net carrying value 560 560

Intangible assets impairment and accumulated amortization (9,332) (9,332)

Goodwill and intangible assets, net 560 560

Goodwill and intangible assets, gross 9,892 9,892

Acquired Licenses and Permits [Member]

Accumulated amortization of intangible assets (772) (772)

In-process research and development, carrying amount $ 772 772

Acquired licenses and permits, useful life (Year) 2 years

In Process Research and Development, Indefinite [Member]

In-process research and development, carrying amount $ 8,560 8,560

In-process research and development (8,560) (8,560)

In-process research and development, net carrying value

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Amount before accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
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Note 10 - Stock-based Compensation (Details Textual)
$ in Millions
6 Months Ended

Jun. 30, 2017

USD ($)

Restricted Stock Units (RSUs) [Member]

Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized $ 8.5

Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition 2 years 328 days

Employee Stock Option [Member]

Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized $ 8.5

Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition 2 years 328 days

X

- Definition
Unrecognized cost of unvested share-based compensation awards.
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Note 10 - Stock-based Compensation - Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity (Details)
$ / shares in Units, $ in Thousands
6 Months Ended

Jun. 30, 2017

USD ($)

$ / shares

shares

Outstanding (in shares) | shares 875,021

Outstanding, weighted average exercise price (in dollars per share) | $ / shares $ 55.20

Options granted (in shares) | shares 192,569

Options granted, weighted average exercise price (in dollars per share) | $ / shares $ 6.94

Options exercised (in shares) | shares (133)

Options exercised, weighted average exercise price (in dollars per share) | $ / shares $ 4.20

Options forfeited (in shares) | shares (70,182)

Outstanding, weighted average exercise price (in dollars per share) | $ / shares $ 47.87

Outstanding, weighted average remaining contractual life (Year) 7 years 3 days

Outstanding, aggregate intrinsic value | $ $ 440

Vested and expected to vest after June 30, 2017 (in shares) | shares 895,140

Vested and expected to vest after December 31, 2016, weighted average exercise price (in dollars per share) | $ / shares $ 51.99

Options forfeited, weighted average exercise price (in dollars per share) | $ / shares $ 27.03

Outstanding (in shares) | shares 997,275

Vested and expected to vest after December 31, 2016, weighted average remaining contractual life (Year) 6 years 277 days

Vested and expected to vest after December 31, 2016, aggregate intrinsic value | $ $ 310

Exercisable at June 30, 2017 (in shares) | shares 539,738

Exercisable at December 31, 2016, weighted average exercise price (in dollars per share) | $ / shares $ 76.14

Exercisable at December 31, 2016, weighted average remaining contractual life (Year) 5 years 131 days

Exercisable at December 31, 2016, aggregate intrinsic value | $

X

- Definition
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Note 10 - Stock-based Compensation - Temporal Display of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares
6 Months Ended 12 Months Ended

Jun. 30, 2017

Dec. 31, 2016

Outstanding, RSUs (in shares) 454,923

Outstanding, weighted average grant-date fair value (in dollars per share) $ 17.48

Outstanding, weighted average grant-date fair value (in dollars per share) $ 11.20 $ 17.48

Outstanding, weighted average remaining contractual life (Year) 1 year 233 days

Awarded (in shares) 354,117

Awarded (in dollars per share) $ 6.74

Vested (in shares) (106,833)

Vested (in dollars per share) $ 22.33

Forfeited (in shares) (35,871)

Forfeited (in dollars per share) $ 13.76

Expected to vest after June 30, 2017 (in shares) 501,550

Expected to vest after December 31, 2016, weighted average grant-date fair value (in dollars per share) $ 11.56

Expected to vest after December 31, 2016, weighted average remaining contractual life (Year) 1 year 164 days

Outstanding, RSUs (in shares) 666,336 454,923

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Note 10 - Stock-based Compensation - Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended

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Jun. 30, 2016

Jun. 30, 2017

Jun. 30, 2016

Allocated share-based compensation expense $ 1,038 $ 1,789 $ 2,684 $ 3,840

Research and Development Expense [Member]

Allocated share-based compensation expense 441 485 925 976

Selling, General and Administrative Expenses [Member]

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3 Months Ended 6 Months Ended

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Jun. 30, 2016

Jun. 30, 2017

Jun. 30, 2016

Expected dividend yield

Risk-free interest rate 1.82% 1.40% 1.82% 1.40%

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Note 11 - Related Party Transactions (Details Textual) - USD ($)
3 Months Ended 6 Months Ended

Jun. 30, 2017

Jun. 30, 2016

Jun. 30, 2017

Jun. 30, 2016

Dec. 31, 2016

Jul. 31, 2015

Convertible Debt $ 99,000,000 $ 99,000,000

Debt Instrument, Unamortized Discount 26,000,000 26,000,000

Novvi LLC [Member]

Equity Method Investments 60,000 60,000

DSM International B.V. [Member]

Revenue from Related Parties 100,000 $ 100,000 100,000 $ 100,000

Accounts Receivable, Related Parties 600,000 $ 600,000 $ 800,000

Total [Member]

Convertible Debt $ 5,000,000

Total [Member] | Pilot Plant Agreements [Member]

Related Party Agreement Term 5 years

Due to Related Parties 1,400,000 $ 1,400,000 1,800,000

Related Party Convertible Notes [Member]

Convertible Debt 46,300,000 46,300,000 72,400,000

Debt Instrument, Unamortized Discount 5,100,000 5,100,000 6,700,000

Derivative Liability 41,000,000 41,000,000 $ 800,000

Derivative, Gain (Loss) on Derivative, Net $ 22,300,000 $ 3,900,000 $ 20,000,000 $ 8,400,000

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Note 12 - Income Taxes (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended

Jun. 30, 2017

Jun. 30, 2016

Jun. 30, 2017

Jun. 30, 2016

Income Tax Expense (Benefit) $ 310 $ 138 $ 269 $ 253

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Note 13 - Net Loss Per Share Attributable to Common Stockholders - Calculation of Basic and Diluted Net Loss Per Share of Common Stock (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended

Jun. 30, 2017

Jun. 30, 2016

Jun. 30, 2017

Jun. 30, 2016

Net income (loss) $ 620 $ (13,566) $ (36,751) $ (28,874)

Less deemed dividend (capital distribution to related parties) (8,648) (8,648)

Less deemed dividend related to beneficial conversion feature on Series A preferred stock (562) (562)

Less cumulative dividends on Series A and Series B preferred stock (1,675) (1,675)

Net loss attributable to Amyris, Inc. common stockholders, basic (10,265) (13,566) (47,636) (28,874)

Interest on convertible debt 1,591 3,501

Accretion of debt discount 1,846 3,479

Loss (gain) from change in fair value of derivative instruments $ (19,116) $ (37,803)

Basic (in dollars per share) $ (0.44) $ (0.91) $ (2.24) $ (2)

Net loss attributable to Amyris, Inc. common stockholders, diluted $ (10,265) $ (29,245) $ (47,636) $ (59,697)

Basic (in shares) 23,155,874 14,874,135 21,226,013 14,426,247

Effect of dilutive convertible promissory notes (in shares) 2,652,275 2,827,714

Weighted-average common stock equivalents used in computing net loss per share of common stock, diluted (in shares) 23,155,874 17,526,410 21,226,013 17,253,961

Diluted (in dollars per share) $ (0.44) $ (1.67) $ (2.24) $ (3.46)

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Note 13 - Net Loss Per Share Attributable to Common Stockholders - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares
3 Months Ended 6 Months Ended

Jun. 30, 2017

Jun. 30, 2016

Jun. 30, 2017

Jun. 30, 2016

Antidilutive securities (in shares) 24,806,045 6,152,377 24,806,045 6,152,377

Stock Options to Purchase Common Stock [Member]

Antidilutive securities (in shares) 997,275 948,603 997,275 948,603

Convertible Promissory Notes [Member]

Antidilutive securities (in shares) ^[1] 6,270,734 4,489,743 6,270,734 4,489,743

Common Stock Subject to Repurchase [Member]

Antidilutive securities (in shares) 16,871,700 193,429 16,871,700 193,429

Restricted Stock Units (RSUs) [Member]

Antidilutive securities (in shares) 666,336 520,602 666,336 520,602

[1] The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect as of the respective period end dates. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price under certain circumstances, which could potentially increase the dilutive shares outstanding. Another portion of the convertible promissory notes issued carries a provision for an increase in the conversion rate under certain circumstances, which could also potentially increase the dilutive shares outstanding.

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Note 14 - Subsequent Events (Details Textual) - USD ($)
6 Months Ended

Aug. 07, 2017

Aug. 03, 2017

Aug. 02, 2017

Jun. 30, 2017

Jun. 30, 2016

May 11, 2017

Dec. 31, 2016

Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001

Proceeds from Issuance of Convertible Preferred Stock $ 50,661,000

Subsequent Event [Member] | August 2017 Vito Warrants [Member]

Class of Warrant or Right, Term 5 years

Subsequent Event [Member] | August 2017 Vito Dilution Warrants [Member]

Class of Warrant or Right, Exercise Price of Warrants or Rights $ 0.0001

Preferred Stock Effective Conversion Price $ 4.26

DSM International B.V. [Member]

Reserved Second Tranche Securities $ 25,000,000

Class of Warrant or Right, Number of Securities Called by Warrants or Rights 3,968,116

Ownership Percentage, To Have Right To Designate One DSM Director 10.00%

Ownership Percentage, Designated Director Threshold 4.50%

Second Tranche Closing, Anniversary Payment $ 5,000,000

DSM International B.V. [Member] | Subsequent Event [Member] | DSM Warrants [Member]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights 3,968,116

Class of Warrant or Right, Exercise Price of Warrants or Rights $ 6.30

Class of Warrant or Right, Term 5 years

DSM International B.V. [Member] | Subsequent Event [Member] | DSM Dilution Warrant [Member]

Class of Warrant or Right, Exercise Price of Warrants or Rights $ 0.0001

Preferred Stock Effective Conversion Price 6.30

Common Stock, Dividends, Per Share, Declared $ 0.10

Vivo Capital LLC [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member]

Shares Issued, Price Per Share $ 4.26

Stock Issued During Period, Shares, New Issues 2,826,711 2,826,711

Proceeds from Issuance or Sale of Equity $ 24,800,000

Vivo Capital LLC [Member] | Subsequent Event [Member] | August 2017 Vito Warrants [Member]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights 5,575,118

Class of Warrant or Right, Exercise Price of Warrants or Rights $ 6.39

Vito Stockholder Agreement [Member] | Subsequent Event [Member]

Ownership Percentage, Designated Director Threshold 4.50%

Designated Holder Maximum Common Stock Ownership 33.00%

Maximum Number of Shares Registered, Percentage 25.00%

Series B Convertible Preferred Stock [Member] | DSM International B.V. [Member] | Subsequent Event [Member]

Stock Issued During Period, Shares, New Issues 25,000

Proceeds from Issuance of Convertible Preferred Stock $ 24,800,000

Series D Convertible Preferred Stock [Member] | Vivo Capital LLC [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member]

Stock Issued During Period, Shares, New Issues 12,958 12,958

Preferred Stock, Par or Stated Value Per Share $ 0.0001

Series D Preferred Stock [Member] | Subsequent Event [Member]

Beneficiary Ownership, Conversion Percentage, Minimum 9.99%

Preferred Stock, Stated Value $ 1,000

Preferred Stock, Conversion Price Per Share to Common Stock 4.26

Common Stock, Dividends, Per Share, Declared $ 0.0001

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Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2017	Aug. 11, 2017
Document Information [Line Items]
Entity Registrant Name	AMYRIS, INC.
Entity Central Index Key	0001365916
Trading Symbol	amrs
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		37,606,558
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Amendment Flag	false

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Assets
Cash and cash equivalents	$ 5,078	$ 27,150
Restricted cash	3,815	4,326
Short-term investments	1,556	1,374
Accounts receivable, net of allowance of $501 and $478, respectively	15,958	13,105
Related party accounts receivable, net of allowance of $23 and $23, respectively	1,431	872
Inventories	5,729	6,213
Prepaid expenses and other current assets	7,440	6,083
Total current assets	41,007	59,123
Property, plant and equipment, net	49,303	53,735
Restricted cash, non-current	958	957
Equity and loans in affiliates	94	34
Other assets	20,783	15,464
Goodwill and intangible assets	560	560
Total assets	112,705	129,873
Liabilities, Mezzanine Equity and Stockholders' Deficit
Accounts payable	14,657	15,315
Deferred revenue	5,001	5,288
Accrued and other current liabilities	29,275	29,188
Capital lease obligation, current portion	598	922
Debt, current portion	7,954	25,853
Related party debt, current portion	5,331	33,302
Total current liabilities	62,816	109,868
Capital lease obligation, net of current portion	33	334
Long-term debt, net of current portion	111,112	128,744
Related party debt, net of current portion	40,920	39,144
Deferred rent, net of current portion	8,445	8,906
Deferred revenue, net of current portion	6,650	6,650
Derivative liabilities	58,606	6,894
Other liabilities	5,639	7,841
Total liabilities	294,221	308,381
Commitments and contingencies (Note 6)
Stockholders’ deficit:
Preferred Stock - $0.0001 par value, 5,000,000 and 5,000,000 shares authorized as of June 30, 2017 and December 31, 2016, respectively, and 3,330 and 0 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively
Common stock - $0.0001 par value, 250,000,000 and 500,000,000 shares authorized as of June 30, 2017 and December 31, 2016, respectively; 25,272,420 and 18,273,921 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively	3	2
Additional paid-in capital - common stock and other	1,012,906	990,895
Accumulated other comprehensive loss	(42,003)	(40,904)
Accumulated deficit	(1,171,189)	(1,134,438)
Total Amyris, Inc. stockholders’ deficit	(200,283)	(184,445)
Noncontrolling interest	937	937
Total stockholders' deficit	(199,346)	(183,508)
Total liabilities, mezzanine equity and stockholders' deficit	112,705	129,873
Contingently Redeemable Common Stock [Member]
Liabilities, Mezzanine Equity and Stockholders' Deficit
Mezzanine Equity	5,000	5,000
Convertible Preferred Stock [Member]
Liabilities, Mezzanine Equity and Stockholders' Deficit
Mezzanine Equity	$ 12,830

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Allowance for doubtful accounts	$ 501	$ 478
Related party accounts receivable allowace	$ 23	$ 23
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	3,330	0
Preferred stock, shares outstanding (in shares)	3,330	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	250,000,000	500,000,000
Common stock, shares issued (in shares)	25,272,420	18,273,921
Common stock, shares outstanding (in shares)	25,272,420	18,273,921

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Renewable product sales	$ 12,729,000	$ 4,922,000	$ 21,021,000	$ 8,062,000
Grants and collaborations revenue	12,950,000	4,677,000	17,639,000	10,347,000
Total revenues	25,679,000	9,599,000	38,660,000	18,409,000
Cost and operating expenses
Cost of products sold	17,279,000	7,891,000	30,047,000	19,068,000
Research and development	14,249,000	13,176,000	28,956,000	25,082,000
Sales, general and administrative	15,949,000	11,408,000	28,799,000	23,674,000
Total cost and operating expenses	47,477,000	32,475,000	87,802,000	67,824,000
Loss from operations	(21,798,000)	(22,876,000)	(49,142,000)	(49,415,000)
Other income (expense):
Interest income	43,000	82,000	105,000	139,000
Interest expense	(9,303,000)	(9,704,000)	(21,486,000)	(18,062,000)
Gain from change in fair value of derivative instruments	35,775,000	20,934,000	38,114,000	42,612,000
Loss upon extinguishment of debt	(3,624,000)	(433,000)	(3,528,000)	(649,000)
Other expense, net	(163,000)	(1,431,000)	(545,000)	(3,246,000)
Total other income	22,728,000	9,448,000	12,660,000	20,794,000
Income (loss) before income taxes	930,000	(13,428,000)	(36,482,000)	(28,621,000)
Provision for income taxes	(310,000)	(138,000)	(269,000)	(253,000)
Net income (loss) attributable to Amyris, Inc.	620,000	(13,566,000)	(36,751,000)	(28,874,000)
Less deemed dividend (capital distribution to related parties)	(8,648,000)		(8,648,000)
Less deemed dividend related to beneficial conversion feature on Series A preferred stock	(562,000)		(562,000)
Less cumulative dividends on Series A and Series B preferred stock	(1,675,000)		(1,675,000)
Net loss attributable to Amyris, Inc. common stockholders	$ (10,265,000)	$ (13,566,000)	$ (47,636,000)	$ (28,874,000)
Net loss per share attributable to common stockholders:
Basic (in dollars per share)	$ (0.44)	$ (0.91)	$ (2.24)	$ (2)
Diluted (in dollars per share)	$ (0.44)	$ (1.67)	$ (2.24)	$ (3.46)
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock:
Basic (in shares)	23,155,874	14,874,135	21,226,013	14,426,247
Diluted (in shares)	23,155,874	17,526,410	21,226,013	17,253,961

Condensed Consolidated Statements of Stockholders' Deficit and Mezzanine Equity (Unaudited) - USD ($) $ in Thousands	Series A Preferred Stock [Member] Preferred Stock [Member]	Series B Preferred Stock [Member] Preferred Stock [Member]	Series B Preferred Stock [Member] Mezzanine Equity, Preferred Stock [Member]	Preferred Stock [Member]	Common Stock [Member]	Preferred Stock Including Additional Paid in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Mezzanine Equity, Common Stock [Member]	Mezzanine Equity, Preferred Stock [Member]	Total
Balance at Jun. 30, 2016					$ 22	$ 949,803	$ (37,917)	$ (1,065,978)	$ (114)	$ 5,000		$ (154,184)
Balance (in shares) at Dec. 31, 2015					13,742,019
Balance at Dec. 31, 2015					$ 21	926,216	(47,198)	(1,037,104)	(391)			(158,456)
Issuance of common stock upon conversion of debt (in shares)					547,992
Issuance of common stock upon conversion of debt					$ 1	8,637						8,638
Issuance of common stock for settlement of debt principal payments (in shares)					566,049
Issuance of common stock for settlement of debt principal payments						3,289						3,289
Shares issued upon ESPP purchase						123						123
Issuance of contingently redeemable common stock (in shares)					292,398
Issuance of contingently redeemable common stock										5,000
Issuance of warrants with debt private placement						3,971						3,971
Acquisition of noncontrolling interest						(323)			277			(46)
Contribution upon restructuring of Fuels JV						4,251						4,251
Issuance of common stock upon exercise of stock options, net of restricted stock (in shares)					9
Issuance of common stock upon exercise of stock options, net of restricted stock
Shares issued from restricted stock settlement (in shares)					64,305
Shares issued from restricted stock settlement						(201)						(201)
Shares issued upon ESPP purchase (in shares)					15,122
Stock-based compensation						3,840						3,840
Foreign currency translation adjustment, net of tax							9,281					9,281
Net loss								(28,874)				(28,874)
Balance (in shares) at Jun. 30, 2016					15,227,894
Issuance of Series B preferred stock upon conversion of debt, net of issuance costs of $634 (in shares)				40,204
Issuance of Series B preferred stock upon conversion of debt, net of issuance costs of $634											11,530
Balance at Jun. 30, 2017					$ 3	1,012,906	(42,003)	(1,171,189)	937	5,000	12,830	(199,346)
Balance (in shares) at Dec. 31, 2016					18,273,921
Balance at Dec. 31, 2016					$ 2	990,895	(40,904)	(1,134,438)	937	5,000		(183,508)
Issuance of preferred stock for cash (in shares)	22,140	30,700
Issuance of preferred stock for cash			$ 1,300
Issuance of shares due to rounding from reverse stock split (in shares)					6,473
Issuance of shares due to rounding from reverse stock split
Issuance of common stock upon conversion of preferred stock (in shares)				(18,840)	2,990,374
Issuance of common stock upon conversion of preferred stock
Issuance of common stock upon conversion of debt (in shares)					2,257,786
Issuance of common stock upon conversion of debt						14,154						14,154
Issuance of common stock for settlement of debt principal payments (in shares)					1,246,165
Issuance of common stock for settlement of debt principal payments					$ 1	10,707						10,708
Issuance of common stock for settlement of debt interest payments						3,436						3,436
Issuance of common stock for settlement of debt interest payments (in shares)					400,967
Shares issued upon ESPP purchase						69						69
Deemed dividend upon conversion of debt into Series A and Series B preferred stock						(8,648)						$ (8,648)
Issuance of common stock upon exercise of stock options, net of restricted stock (in shares)					134							133
Issuance of common stock upon exercise of stock options, net of restricted stock
Shares issued from restricted stock settlement (in shares)					79,841
Shares issued from restricted stock settlement						(391)						(391)
Shares issued upon ESPP purchase (in shares)					16,759
Stock-based compensation						2,684						2,684
Foreign currency translation adjustment, net of tax							(1,099)					(1,099)
Net loss								$ (36,751)				$ (36,751)
Balance (in shares) at Jun. 30, 2017				74,204	25,272,420

Condensed Consolidated Statements of Stockholders' Deficit and Mezzanine Equity (Unaudited) (Parentheticals) $ in Thousands	6 Months Ended
	Jun. 30, 2017 USD ($)
Series A Preferred Stock [Member]
Issuance costs	$ 562
Series B Preferred Stock [Member]
Issuance costs	$ 634

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Operating activities
Net loss	$ (36,751,000)	$ (28,874,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,550,000	5,720,000
Loss on disposal of property, plant and equipment	(161,000)	(122,000)
Stock-based compensation	2,684,000	3,840,000
Amortization of debt discount and issuance costs	7,637,000	7,415,000
Receipt of equity in connection with collaboration arrangements revenue	(2,660,000)
Loss upon extinguishment of debt	3,528,000	649,000
Gain from change in fair value of derivative instruments	(38,115,000)	(42,612,000)
Loss on foreign currency exchange rates	63,000	1,083,000
Changes in assets and liabilities:
Accounts receivable	(3,723,000)	(183,000)
Related party accounts receivable	214,000	587,000
Inventory	409,000	1,910,000
Prepaid expenses and other assets	(4,220,000)	1,695,000
Accounts payable	(1,739,000)	1,190,000
Accrued and other liabilities	8,392,000	8,132,000
Deferred revenue	(838,000)	939,000
Deferred rent	(449,000)	(344,000)
Net cash used in operating activities	(60,179,000)	(38,975,000)
Investing activities
Purchase of short-term investments	(3,966,000)	(2,366,000)
Maturities of short-term investments	3,895,000	2,585,000
Change in restricted cash	(982,000)	7,000
Purchases of property, plant and equipment, net of disposals	(264,000)	(400,000)
Net cash used in investing activities	(1,317,000)	(174,000)
Financing activities
Proceeds from sale of convertible preferred stock	50,661,000
Proceeds from exercises of common stock options, net of repurchase	69,000	123,000
Employees' taxes paid upon vesting of restricted stock units	(110,000)	(201,000)
Proceeds from issuance of contingently redeemable equity		5,000,000
Principal payments on capital leases	(764,000)	(506,000)
Change in restricted cash related to contingently redeemable equity	1,478,000	(5,000,000)
Proceeds from debt issued	12,455,000	9,950,000
Proceeds from debt issued to related party		25,000,000
Principal payments on debt	(24,372,000)	(6,573,000)
Net cash provided by financing activities	39,417,000	27,793,000
Effect of exchange rate changes on cash and cash equivalents	7,000	186,000
Net decrease in cash and cash equivalents	(22,072,000)	(11,170,000)
Cash and cash equivalents at beginning of period	27,150,000	11,992,000
Cash and cash equivalents at end of period	5,078,000	822,000
Cash paid for interest	4,526,000	3,735,000
Supplemental disclosures of non-cash investing and financing activities:
Acquisition of property, plant and equipment under accounts payable, accrued liabilities and notes payable	(1,189,000)	(521,000)
Financing of equipment	138,000	1,276,000
Financing of insurance premium under notes payable	(191,000)	(315,000)
Issuance of common stock for settlement of debt principal and interest payments	3,233,000	3,289,000
Issuance of convertible preferred stock upon conversion of debt	40,204,000
Issuance of common stock upon conversion of debt	28,702,000	8,638,000
Interest capitalized to debt	1,745,000	2,052,000
Non-cash investment in joint venture		600,000
Cancellation of debt and accrued interest on disposal of interest in affiliate		$ 4,252,000

Note 1 - The Company	6 Months Ended
Note 1 - The Company	Jun. 30, 2017
Notes to Financial Statements
Nature of Operations [Text Block]	1. The Company Amyris, Inc. (or the Company) is a leading industrial biotechnology company that is applying its technology platform to engineer, manufacture and sell high performance products into the Health and Nutrition, Personal Care and Performance Materials markets. The Company's proven technology platform enables the Company to rapidly engineer microbes and use them as catalysts to metabolize renewable, plant-sourced sugars into large volume, high-value ingredients. The Company's biotechnology platform and industrial fermentation process replace existing complex and expensive chemical manufacturing processes. The Company has successfully used its technology to develop and produce at commercial volumes five distinct molecules. The Company was incorporated in California on July 17, 2003 and reincorporated in Delaware on April 15, 2010. The Company believes that industrial synthetic biology represents a third industrial revolution, bringing together biology and engineering to generate new, more sustainable materials to meet the growing global demand for bio-based replacements for petroleum, and animal- or plant-derived ingredients. The Company continues to build demand for its current portfolio of products through a sales network comprised of direct sales and distributors, and are engaged in collaborations across each of its three market focus areas to drive additional product sales and partnership opportunities. Via its partnership model, the Company's partners invest in the development of each molecule to bring it from the lab to commercial scale. The Company then captures long term revenue both through the production and sale of the molecule to its partners and through value sharing of the partners' product sales. Liquidity The Company expects to fund its operations for the foreseeable future with cash and investments currently on hand, with cash inflows from collaborations and grants, with cash contributions from product sales, and if needed, with new equity and debt financings. For the remainder of 2017 and 2018, the Company's planned working capital needs and its planned operating and capital expenditures are dependent on significant inflows of cash from new and existing collaboration partners and from cash generated from renewable product sales. The Company has incurred significant operating losses since its inception and expects to continue to incur losses and negative cash flows from operations into 2018. As of June 30, 2017, the Company had negative working capital of $21.8 million, an accumulated deficit of $1.2 billion, and cash, cash equivalents and short term investments of $6.6 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our ability to continue as a going concern will depend, in large part, on our ability to achieve positive cash flows from operations during the next 12 months and extend existing debt maturities, which is uncertain. Our operating plan for the remainder of 2017 and 2018 contemplates a significant reduction in our net cash outflows, resulting from (i) revenue growth from sales of existing and new products with positive gross margins, (ii) reduced production costs as a result of manufacturing and technical developments, and (iii) cash inflows from collaborations. If the Company is unable to continue as a going concern, it may be unable to meet its obligations under its existing debt facilities, which could result in an acceleration of its obligation to repay all amounts outstanding under those facilities, and it may be forced to liquidate its assets. As of June 30, 2017, the Company's debt (including related party debt), net of deferred discount and issuance costs of $26.0 million, totaled $165.3 million, of which $13.3 million is classified as current. In addition to upcoming debt maturities, the Company's debt service obligations over the next twelve months are significant, including $11.2 million of anticipated cash interest payments. Subsequent to June 30, 2017, the Company has issued additional common stock and convertible preferred stock for net proceeds of approximately $50 million; see Note 14, “Subsequent Events” for details regarding these financing transactions.

Note 11 - Related Party Transactions	6 Months Ended
Note 11 - Related Party Transactions	Jun. 30, 2017
Notes to Financial Statements
Related Party Transactions Disclosure [Text Block]	11. Related Party Transactions Related Party Financings See Note 5, “Debt and Mezzanine Equity” for a description of related party financings and related transactions during the three and six months ended June 30, 2017. In addition, see Note 14, “Subsequent Events” for related party financings and related transactions subsequent to June 30, 2017. As of June 30, 2017 and December 31, 2016, convertible notes and loans with related parties were outstanding in aggregate amounts of $46.3 million and $72.4 million, respectively, net of debt discount and issuance costs of $5.1 million and $6.7 million, respectively. The fair value of the derivative liability in connection with the related party convertible notes and preferred stock as of June 30, 2017 and December 31, 2016 was $41.0 million and $0.8 million, respectively. For the three months ended June 30, 2017 and 2016, the Company recognized gains from change in fair value of the derivative instruments of $22.3 million and $3.9 million, respectively. For the six months ended June 30, 2017 and 2016, the Company recognized gains from change in fair value of the derivative instruments of $20.0 million and $8.4 million, respectively (see Note 3, "Fair Value of Financial Instruments", for further details). Related Party Revenues During the three and six months ended June 30, 2017 and 2016, the Company recognized $0.1 million of related party revenues from R&D services to DSM. Related party accounts receivable as of June 30, 2017 and December 31, 2016, were $0.6 million and $0.8 million, respectively. Joint Venture with Cosan and American Refining Group In June 2017, the Company made a $60,000 equity contribution to its investment in Novvi LLC. Pilot Plant Agreements with Total The Company and Total are parties to two five -year agreements, each dated April 4, 2014 and subsequently amended, under which the Company leases space in its pilot plants to Total and provides Total with fermentation and downstream separation scale-up services in such space and training to Total employees, and utilizes Total employees to perform certain research and development services for the Company. At June 30, 2017 and December 31, 2016, the net amounts on our condensed consolidated balance sheets in connection with these agreements were payables to Total of $1.4 million and $1.8 million, respectively.

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Note 12 - Income Taxes	6 Months Ended
Note 12 - Income Taxes	Jun. 30, 2017
Notes to Financial Statements
Income Tax Disclosure [Text Block]	12. Income Taxes The Company recorded income tax provisions of $0.3 million and $0.1 million for the three months ended June 30, 2017 and 2016, respectively and $0.3 million and $0.3 million for the six months ended June 30, 2017 and 2016, respectively. The provisions for income taxes for all periods presented consisted of accrued Brazilian withholding tax on interest on intercompany loans. Other than the above mentioned income tax amounts, no additional provision for income taxes has been made, net of the valuation allowance, due to cumulative losses since commencement of the Company's operations.

Note 1 - The Company (Details Textual) - USD ($) $ in Thousands	1 Months Ended
	Aug. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Working Capital		$ (21,800)
Retained Earnings (Accumulated Deficit)		(1,171,189)	$ (1,134,438)
Cash, Cash Equivalents, and Short-term Investments		6,600
Debt Instrument, Unamortized Discount		26,000
Long-term Debt		165,317	227,043
Long-term Debt, Current Maturities, Including Due to Related Parties		13,285	$ 59,155
Interest Payable		$ 11,200
Subsequent Event [Member] \| DSM International B.V. and Vivo Capital, LLC. [Member]
Proceeds from Issuance or Sale of Equity	$ 50,000

Note 2 - Summary of Significant Accounting Policies (Details Textual)	Jun. 05, 2016 $ / shares shares	Jun. 30, 2017 $ / shares shares	Dec. 31, 2016 $ / shares shares	Jun. 04, 2016 shares
Common Stock, Par or Stated Value Per Share \| $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized \| shares	250,000,000	250,000,000	500,000,000	500,000,000
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	15

Note 3 - Fair Value of Financial Instruments (Details Textual) $ in Thousands, BRL in Millions			12 Months Ended
	May 11, 2017	Apr. 21, 2017 USD ($) shares	Dec. 31, 2016 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2017 BRL
Loans Payable				$ 16,600
Long-term Line of Credit				49,800
Convertible Debt				99,000
Loans Payable, Fair Value Disclosure				13,400
Lines of Credit, Fair Value Disclosure				32,600
Convertible Debt, Fair Value Disclosures				95,800
Fair Value Assumptions, Risk Free Interest Rate	1.93%
Fair Value Assumptions, Expected Volatility Rate	80.00%		45.00%
Banco Pine July 2012 Loan Agreement [Member] \| Interest Rate Swap [Member]
Derivative, Notional Amount				$ 6,700	BRL 22
Derivative, Fixed Interest Rate				3.94%	3.94%
SweeGen Common Stock [Member]
Equity Method Investment, Aggregate Cost		$ 3,200
Fair Value Inputs, Discount Rate		40.00%
Fair Value Assumptions, Risk Free Interest Rate		0.92%
Fair Value Assumptions, Expected Dividend Rate		0.00%
Fair Value Assumptions, Expected Volatility Rate		45.00%
Blue California [Member] \| Intellectual Property License and Strain Access Agreement [Member] \| SweeGen Common Stock [Member]
Shares Received in Satisfaction of Payment Obligation \| shares		850,115
Fair Value, Inputs, Level 3 [Member] \| Derivative Liability, Compound Embedded Derivatives [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value			$ 4,135	$ 56,222
Derivative Liabilities [Member] \| Fair Value, Inputs, Level 3 [Member] \| Derivative Liability, Compound Embedded Derivatives [Member]
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value			$ 4,100	$ 56,200

Note 3 - Fair Value of Financial Instruments - Fair Value, Assets, and Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Total financial assets	$ 10,449	$ 2,922
Compound embedded derivative liability	56,222	4,135
Currency interest rate swap derivative liability	2,384	3,343
Total financial liabilities	58,606	7,478
Money market funds	5,078	1,549
Certificates of deposit	5,371	1,373
Fair Value, Inputs, Level 1 [Member]
Total financial assets	10,449	2,922
Money market funds	5,078	1,549
Certificates of deposit	5,371	1,373
Fair Value, Inputs, Level 3 [Member]
Compound embedded derivative liability	56,222	4,135
Currency interest rate swap derivative liability	2,384	3,343
Total financial liabilities	$ 58,606	$ 7,478

Note 3 - Fair Value of Financial Instruments - Reconciliation for Compound Embedded Derivative Liability (Details) - Fair Value, Inputs, Level 3 [Member] - Derivative Liability, Compound Embedded Derivatives [Member] $ in Thousands	6 Months Ended
	Jun. 30, 2017 USD ($)
Balance, compound embedded derivative liabilities	$ 4,135
Gain from change in fair value of derivative liabilities (in statements of operations)	(32,210)
Additions	93,675
Derecognition on extinguishment or conversion	(9,378)
Balance, compound embedded derivative liabilities	$ 56,222

Note 4 - Balance Sheet Components - Inventory, Current (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Raw materials	$ 2,937	$ 3,159
Work-in-process	1,379	1,848
Finished goods	1,413	1,206
Inventories	$ 5,729	$ 6,213

Note 4 - Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Property, plant and equipment	$ 141,088	$ 140,930
Less: accumulated depreciation and amortization	(91,785)	(87,195)
Property, plant and equipment, net	49,303	53,735
Machinery and Equipment [Member]
Property, plant and equipment	84,785	82,688
Leasehold Improvements [Member]
Property, plant and equipment	38,770	38,785
Computer Equipment and Software [Member]
Property, plant and equipment	9,619	9,585
Building [Member]
Property, plant and equipment	4,630	4,699
Furniture and Fixtures [Member]
Property, plant and equipment	2,324	2,333
Vehicles [Member]
Property, plant and equipment	133	164
Land [Member]
Property, plant and equipment	460	460
Construction in Progress [Member]
Property, plant and equipment	$ 367	$ 2,216

Note 4 - Balance Sheet Components - Other Assets, Noncurrent (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Recoverable taxes from Brazilian government entities	$ 15,443	$ 13,723
Cost-method investment	3,233
Deposits on property and equipment, including taxes	909	291
Other	1,198	1,450
Total other assets	$ 20,783	$ 15,464

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Note 4 - Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Withholding tax related to conversion of related party notes	$ 1,370	$ 1,370
Professional services	5,943	6,876
SMA relocation accrual	3,587	3,641
Accrued interest	4,133	4,847
Tax-related liabilities	2,741	2,610
Accrued vacation	2,274	2,034
Payroll and related expenses	3,512	4,310
Deferred rent, current portion	1,122	1,111
Contractual obligations to contract manufacturers	2,698
Other	1,895	2,389
Total accrued and other current liabilities	$ 29,275	$ 29,188

Note 5 - Debt and Mezzanine Equity - Debt Components (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Debt	$ 165,317	$ 227,043
Less: current portion	(13,285)	(59,155)
Long-term debt, net of current portion	152,032	167,888
Contingently Redeemable Common Stock [Member]
Mezzanine Equity	5,000	5,000
Convertible Preferred Stock [Member]
Mezzanine Equity	12,830
Stegodon [Member]
Debt	27,999	27,658
BNDES Credit Facility [Member]
Debt	577	1,172
FINEP Credit Facility [Member]
Debt	534	696
Guanfu Credit Facility [Member]
Debt	20,645	19,564
Credit Facility [Member]
Debt	49,755	49,090
Long-term debt, net of current portion	48,874
Convertible Debt [Member]
Debt	54,471	78,981
Long-term debt, net of current portion	52,954
Loans Payable [Member]
Debt	14,592	26,527
Long-term debt, net of current portion	9,406
Related Party Convertible Notes [Member]
Debt	44,499	42,754
Long-term debt, net of current portion	40,798
Related Party Loan Payable [Member]
Debt	2,000	$ 29,691
Long-term debt, net of current portion

Note 6 - Commitments and Contingencies - Future Minimum Payments for Lease Obligations (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Capital leases 2017 (remaining nine months)	$ 530
Operating leases 2017 (remaining nine months)	3,406
Total lease obligations 2017 (remaining nine months)	3,936
Capital leases 2018	106
Operating leases 2018	6,889
Total lease obligations 2018	6,995
Capital leases 2019	22
Operating leases 2019	6,776
Total lease obligations 2019	6,798
Capital leases 2020	0
Operating leases 2020	7,006
Total lease obligations 2020	7,006
Capital leases 2021	0
Operating leases 2021	7,242
Total lease obligations 2021	7,242
Capital leases thereafter	0
Operating leases thereafter	10,958
Total lease obligations thereafter	10,958
Total future minimum capital lease payments	658
Total future minimum operating lease payments	42,277
Total future minimum lease payments	42,935
Less: amount representing interest	(27)
Present value of minimum lease payments	631
Less: current portion	(598)	$ (922)
Capital lease obligation, net of current portion	$ 33	$ 334

Note 7 - Joint Ventures and Noncontrolling Interest (Details Textual)	Jun. 30, 2017
Aprinnova JV [Member]
Noncontrolling Interest, Ownership Percentage by Parent	50.00%

Note 7 - Joint Ventures and Noncontrolling Interest - Noncontrolling Interest (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Balance, noncontrolling interest	$ 937
Balance, noncontrolling interest	937
Noncontrolling Interest [Member]
Balance, noncontrolling interest	937	$ 0
Acquisition of noncontrolling interest	0	114
Balance, noncontrolling interest	$ 937	$ 114

Note 8 - Significant Agreements (Details Textual)										1 Months Ended								3 Months Ended		6 Months Ended
Note 8 - Significant Agreements (Details Textual)	Jan. 15, 2018 USD ($)	May 08, 2017 USD ($)	Apr. 21, 2017 shares	Jan. 15, 2017 USD ($)	Nov. 30, 2016 USD ($)	Sep. 30, 2016	Jul. 25, 2016 USD ($)	Mar. 08, 2016 USD ($)	Apr. 30, 2014 USD ($)	Jun. 30, 2017 USD ($)	Dec. 31, 2016 USD ($)	Jun. 30, 2016 USD ($) $ / shares shares	Apr. 30, 2016	Sep. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Mar. 31, 2014 USD ($)	Mar. 31, 2013 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($) $ / shares shares	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Jun. 30, 2016 USD ($) $ / shares shares	Apr. 30, 2017 USD ($)
At the Market Offering [Member]
Commission Rate								3.00%
Stock Issued During Period, Value, New Issues																				$ 0
Common Stock, Value, Subscriptions								$ 50,000,000		$ 50,000,000								$ 50,000,000		50,000,000
Ginkgo Collaboration Note [Member] \| Secured Promissory Note [Member]
Debt Instrument, Face Amount																							$ 3,000,000
Technology Investment Agreement with DARPA [Member]
Maximum DARPA Funding to be Received if all Milestones are Achieved														$ 35,000,000
Collaboration Agreement Period														4 years
Collective Obligation Due														$ 15,500,000
Revenue from Related Parties																		4,700,000	$ 2,300,000	5,700,000		$ 3,500,000
Firmenich [Member]
Additional Grants and Collaboration Funding																				5,000,000
Firmenich [Member] \| Collaborative Arrangement [Member]
Revenue from Related Parties																		2,100,000	1,300,000	3,200,000		4,300,000
Firmenich [Member] \| Flavors and Fragrances Compounds [Member]
Collaboration Agreement Period																	10 years
Collaboration Agreement, Automatic Renewal Period																	3 years
Collaborative Agreement, Notice Requirement before Terminating Current Term, Minimum																	1 year
Collaboration Agreement Annual Funding Year One																	$ 10,000,000
Collaboration Agreement Annual Funding Year Three															$ 10,000,000
Collaboration Agreement Annual Funding Year Two																$ 10,000,000
Firmenich [Member] \| Flavors and Fragrances Compounds [Member] \| Master Collaboration Agreement [Member]
Sales Margin Company Percentage Split																	30.00%
Sales Margin Collaborator Percentage Split																	70.00%
Return Required for Collaboration Partner Before Adjusting Split on Sales Margin																	$ 15,000,000
Sales Margin Company Percentage Split Following Return Requirements																	50.00%
Success Bonus																	$ 2,500,000
Revenue from Related Parties																		900,000	2,600,000	2,100,000		4,600,000
Firmenich [Member] \| Flavors and Fragrances Compounds [Member] \| Amended Collaboration Agreement [Member]
Royalty Rate, Percent of Net Revenue											10.00%
Kuraray [Member] \| Collaborative Arrangement [Member]
Collaboration Agreement Period																2 years
Revenue from Related Parties																		100,000	400,000	300,000		800,000
Proceeds from Collaborators				$ 500,000					$ 2,000,000						$ 2,000,000	$ 4,000,000
Deferred Revenue					$ 1,000,000
Collaborative Agreement Number Of Installments					2											2
Kuraray [Member] \| Collaborative Arrangement [Member] \| Scenario, Forecast [Member]
Proceeds from Collaborators	$ 500,000
Kuraray [Member] \| Product Sales [Member]
Revenue from Related Parties																		1,900,000	200,000	3,600,000		200,000
Nenter & Co., Inc. [Member]
Value-share Arrangement, Amount Receiable, Remainder of Fiscal Year										2,400,000								2,400,000		2,400,000
Loss on Contract Termination		$ 2,500,000
Nenter & Co., Inc. [Member] \| Supply Agreements [Member]
Supply Agreement, Renewable Terms													5 years
Revenue from Related Parties																		6,600,000	0	8,900,000		30,000
Givaudan International, SA [Member] \| Collaborative Arrangement [Member]
Semi Annual Installments, Amount												$ 3,000,000
Revenue from Related Parties																		1,500,000	$ 0	3,000,000		$ 0
Proceeds from Collaborators												12,000,000
Givaudan International, SA [Member] \| Collaborative Arrangement [Member] \| Deferred Revenue [Member]
Proceeds from Collaborators										3,000,000	$ 3,000,000	$ 3,000,000
Ginkgo Bioworks [Member]
Royalty Percentage												10.00%							10.00%			10.00%
Collaboration Agreement Period						3 years
Collaboration Agreement, Automatic Renewal Period						1 year
Collaborative Agreement, Notice Requirement before Terminating Current Term, Minimum						90 days
Collaborative Agreement, Notice Requirement before Terminating Current Term Due to Lack of Commitment						30 days
Revenue from Related Parties																				0
Collaboration Agreement, Common Stock Options Agreed to Issue, Term Exercisable from Date of Issuance												1 year
Collaboration Agreement, Common Stock Options Agreed to Issue \| shares												333,334							333,334			333,334
Collaboration Agreement, Common Stock Options Agreed to Issue, Exercise Price Per Share \| $ / shares												$ 7.50							$ 7.50			$ 7.50
Proceeds from Collaborators							$ 15,000,000					$ 20,000,000								0	$ 5,000,000
Collaborative Agreement Number Of Installments												2
Ginkgo Bioworks [Member] \| Ginkgo Collaboration Agreement [Member]
Accounts Payable										$ 1,500,000								1,500,000		1,500,000
Revenue from Related Parties																		0	$ 0	0		$ 0
Blue California [Member] \| Intellectual Property License and Strain Access Agreement [Member]
Accounts Receivable, Gross																							$ 10,000,000
Revenue from Related Parties											$ 10,000,000							$ 2,700,000	$ 0	$ 2,700,000		$ 0
Blue California [Member] \| Intellectual Property License and Strain Access Agreement [Member] \| SweeGen Common Stock [Member]
Shares Received in Satisfaction of Payment Obligation \| shares			850,115

Note 9 - Goodwill and Intangible Assets - Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Goodwill, carrying amount	$ 560	$ 560
Goodwill, net carrying value	560	560
Intangible assets impairment and accumulated amortization	(9,332)	(9,332)
Goodwill and intangible assets, net	560	560
Goodwill and intangible assets, gross	9,892	9,892
Acquired Licenses and Permits [Member]
Accumulated amortization of intangible assets	(772)	(772)
In-process research and development, carrying amount	$ 772	772
Acquired licenses and permits, useful life (Year)	2 years
In Process Research and Development, Indefinite [Member]
In-process research and development, carrying amount	$ 8,560	8,560
In-process research and development	(8,560)	(8,560)
In-process research and development, net carrying value

Note 10 - Stock-based Compensation (Details Textual) $ in Millions	6 Months Ended
	Jun. 30, 2017 USD ($)
Restricted Stock Units (RSUs) [Member]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 8.5
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	2 years 328 days
Employee Stock Option [Member]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 8.5
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	2 years 328 days

Note 10 - Stock-based Compensation - Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2017 USD ($) $ / shares shares
Outstanding (in shares) \| shares	875,021
Outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 55.20
Options granted (in shares) \| shares	192,569
Options granted, weighted average exercise price (in dollars per share) \| $ / shares	$ 6.94
Options exercised (in shares) \| shares	(133)
Options exercised, weighted average exercise price (in dollars per share) \| $ / shares	$ 4.20
Options forfeited (in shares) \| shares	(70,182)
Outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 47.87
Outstanding, weighted average remaining contractual life (Year)	7 years 3 days
Outstanding, aggregate intrinsic value \| $	$ 440
Vested and expected to vest after June 30, 2017 (in shares) \| shares	895,140
Vested and expected to vest after December 31, 2016, weighted average exercise price (in dollars per share) \| $ / shares	$ 51.99
Options forfeited, weighted average exercise price (in dollars per share) \| $ / shares	$ 27.03
Outstanding (in shares) \| shares	997,275
Vested and expected to vest after December 31, 2016, weighted average remaining contractual life (Year)	6 years 277 days
Vested and expected to vest after December 31, 2016, aggregate intrinsic value \| $	$ 310
Exercisable at June 30, 2017 (in shares) \| shares	539,738
Exercisable at December 31, 2016, weighted average exercise price (in dollars per share) \| $ / shares	$ 76.14
Exercisable at December 31, 2016, weighted average remaining contractual life (Year)	5 years 131 days
Exercisable at December 31, 2016, aggregate intrinsic value \| $