Amyris, Inc. (NASDAQ:AMRS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Overview

On December 12, 2016, Amyris, Inc. (the
Company), Nikko Chemicals Co., Ltd.
(Nikko), an existing commercial partner
of the Company, and Nippon Surfactant Industries Co., Ltd., an
affiliate of Nikko (Nissa and, together
with the Company and Nikko, the
Members) entered into a Joint Venture
Agreement (the Joint Venture
Agreement), to which the Members agreed to form a
joint venture under the name Neossance, LLC, a Delaware limited
liability company (JVCO), and enter
into the First Amended and Restated LLC Operating Agreement of
JVCO (the Operating Agreement).

Description of the Joint Venture
Agreement

to the Joint Venture Agreement, the Company agreed to initially
form JVCO and contribute certain assets of the Company to JVCO,
including certain intellectual property and other commercial
assets relating to its Neossance cosmetic ingredients business
(the JV Business), as well as the
production facility in Leland, North Carolina (the
Facility) and related assets recently
purchased by the Company, as previously reported in Current
Reports on Form 8-K filed by the Company with the Securities
Exchange Commission on November 16, 2016 and December 9, 2016
(the Prior 8-Ks), which are
incorporated herein by reference. The Company also agreed to
provide JVCO with exclusive (to the extent not already granted to
a third party), royalty-free licenses to certain intellectual
property of the Company necessary to make and sell products
associated with the JV Business (the
Products), and, in the event the
Company is unable to meet its supply commitments under the Supply
Agreement (as defined below), or Nikko or Nissa terminates the
Supply Agreement due to a material breach or default thereunder
by the Company, the Company would be required to grant to JVCO,
Nikko and Nissa additional non-exclusive, royalty-free licenses
to certain intellectual property rights of the Company related to
the production of farnesene in connection with the manufacture,
production and sale of the Products.

At the closing of the transactions contemplated by the Joint
Venture Agreement (the Closing), which
is subject to customary closing conditions, Nikko and Nissa will
purchase a 40% and 10% interest, respectively, in JVCO in
exchange for the following payments to the Company: (i) an
initial payment of $10 million (consisting of $8 million from
Nikko and $2 million from Nissa) and (ii) the profits, if any,
distributed to Nikko or Nissa in cash as members of JVCO during
the three year period following the date of the Joint Venture
Agreement, allocated 80%/20% between Nikko and Nissa,
respectively, up to a maximum of $10 million.

to the Joint Venture Agreement, the Company, Nikko and Nissa
agreed to make working capital loans to JVCO promptly following
the Closing in the amounts of $500,000, $1,200,000 and $300,000,
respectively. In addition, the Company agreed to execute, and
cause Amyris Brasil Ltda., its wholly owned subsidiary to
execute, promptly after the Closing, a supply agreement (the
Supply Agreement) to supply farnesene
to JVCO, and further agreed, following the Closing, to conduct
its business in the Products through JVCO, to purchase all of its
requirements of the Products from JVCO and to transfer all of its
customers for the Products to JVCO. In addition, the Company
agreed to guarantee a maximum production cost for certain
Products to be produced by JVCO and to bear any cost of
production above such guaranteed costs.

Under the Joint Venture Agreement, in the event of a merger,
acquisition, sale or other similar reorganization, or a
bankruptcy, dissolution, insolvency or other similar event, of
the Company, on the one hand, or Nikko or Nissa, on the other
hand, the other Member will have a right of first purchase with
respect to such Members JVCO interest, at the fair market value
of such interest, in the case of a merger, acquisition, sale or
other similar reorganization, and at the lower of the fair market
value or book value of such interest, in the case of a
bankruptcy, dissolution, insolvency or other similar event.

The Joint Venture Agreement contains customary representations,
warranties and covenants of the parties, as well as customary
terms and provisions regarding, among other things,
confidentiality and governing law.

Description of the Operating Agreement

The Operating Agreement, which to the Joint Venture Agreement
will be executed by the Members at the Closing, among other
things, (i) establishes the Members ownership of and governing
relationship with respect to JVCO, (ii) governs capital
contributions to JVCO from the Members and (iii) sets forth other
rights and obligations of the Members with respect to JVCO and
each other.

to the Operating Agreement, JVCO will be managed by a Board of
Directors (the Board), which Board
shall initially consist of four directors (the
Directors), two of which will be
appointed by the Company and two of which will be appointed by
Nikko and Nissa acting together. The day-to-day operations of
JVCO will be managed by the officers of JVCO, to be appointed by
the Board as follows: (i) Nikko and Nissa acting together will
have the right to designate the Chief Executive Officer of JVCO
from among the Directors, (ii) the Company will have the right to
designate the Chief Financial Officer of JVCO, (iii) Nikko and
Nissa acting together will have the right to designate the
Secretary of JVCO, and (iv) the Board will have the right to
appoint such other officers of JVCO, if any, as it may determine
from time to time in its discretion. to the Joint Venture
Agreement, Nikko and Nissa acting together have designated John
Melo, the President and CEO of the Company, to serve as the
initial CEO of JVCO for a period of one year.

The Board of JVCO will meet at least once per quarter, unless
waived by mutual agreement of the Members. At such meetings, the
presence of a majority of the Directors shall constitute a quorum
and any approval, determination or resolution of the Board shall
require the approval of a majority of the Directors participating
in such meeting. The Members will meet at least once per calendar
year. At such meetings, the presence of all Members shall
constitute a quorum and any approval, determination or resolution
of the Members shall require the approval of a majority of JVCO
interests represented by the Members participating in such
meeting. If any item requiring the approval of the Directors or
Members remains unresolved after the applicable meeting due to a
deadlock, such item will be discussed and determined by the CEOs
of the Company and Nikko in good faith.

Under the Operating Agreement, profits from the operations of
JVCO, if any, will be distributed as follows: (i) first, to the
Members in proportion to their respective unreturned capital
contribution balances, until each Members unreturned capital
contribution balance equals zero and (ii) second, to the Members
in proportion to their respective JVCO interests. In addition,
future capital contributions to JVCO will be made from time to
time as the Members shall determine, in each case on an equal
(50%/50%) basis between the Company, on the one hand, and Nikko
and Nissa acting together, on the other hand, unless otherwise
mutually agreed by the Members.

to the Operating Agreement, no Member may transfer its JVCO
interests without the prior approval of each non-transferring
Member, except that Nikko and Nissa may transfer their respective
JVCO interests to each other without the consent of the Company.

Related Transactions

to the Joint Venture Agreement, in connection with the
contribution of the Facility and related assets to JVCO by the
Company, at the Closing Nikko will make a loan to the Company in
the principal amount of $3.9 million, and the Company in
consideration therefor will issue a promissory note (the
Note) to Nikko in an equal principal
amount. The proceeds of the Note will be used to pay off the
Companys remaining liabilities relating to the Companys purchase
of the Facility and related assets, including liabilities under
the $3.5 million purchase money promissory note issued by the
Company in connection therewith, as previously reported in the
Prior 8-Ks. The 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 secured by a first-priority lien on
10% of the JVCO interests owned by the Company. In addition to
the payments under the Note set forth in the preceding sentence,
the Company shall (i) repay $400,000 of the 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 JVCO to the Members relating to the fourth
fiscal year of JVCO and continuing for each fiscal year
thereafter until the Note is fully repaid, repay the Note in an
amount equal to the profits, if any, distributed to the Company
by JVCO. The Note contains customary terms and provisions,
including certain events of default after which the Note may
become immediately due and payable.

The information contained in Item1.01 above is incorporated by
reference into this Item 2.01.

The information contained in Item1.01 above is incorporated by
reference into this Item 2.03.

Forward-Looking Statements

This report contains forward-looking statements, and any
statements other than statements of historical facts could be
deemed to be forward-looking statements. These forward-looking
statements include, among other things, statements regarding the
closing of the transactions contemplated by the Joint Venture
Agreement, potential earn-out payments to the Company in
connection with the sale of JVCO interests to Nikko and Nissa,
working capital loans to be made to JVCO by the Members, supply
and other agreements to be entered into between the Company, its
subsidiaries and JVCO, the operation of JVCO and the Company with
respect to the JV Business and the Products, and related matters.
These statements are subject to risks and uncertainties,
including the failure of closing and other conditions to be
satisfied and the failure of JVCO to successfully execute its
proposed business model, and actual results may differ materially
from these statements. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this report. The Company undertakes no obligation
to revise or update any forward-looking statements to reflect
events or circumstances after the date hereof.

About Amyris, Inc. (NASDAQ:AMRS)

Amyris, Inc. is an integrated industrial biotechnology company. The Company is engaged in research and development and sales of fuels and farnesene-derived products. It is applying its industrial synthetic biology platform to engineer, manufacture and sell products into a range of consumer and industrial markets, including cosmetics, flavors and fragrances (F&F), solvents and cleaners, polymers, lubricants, healthcare products and fuels. The Company focuses on a renewable hydrocarbon molecule called farnesene (Biofene). The Company is expanding its range of products across various categories divided into consumer and industrial applications. For consumer applications, the Company is developing and selling personal care products (which include ingredients for cosmetics and F&F), healthcare products and formulated end user products, such as Biossance brand skincare products and Muck Daddy brand hand cleaner product.

Amyris, Inc. (NASDAQ:AMRS) Recent Trading Information

Amyris, Inc. (NASDAQ:AMRS) closed its last trading session up +0.054 at 0.728 with 1,400,109 shares trading hands.