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Codexis Inc – ‘S-1’ on 12/28/09 – EX-10.2C

On:  Monday, 12/28/09, at 5:00pm ET   ·   Accession #:  1193125-9-260412   ·   File #:  333-164044

Previous ‘S-1’:  ‘S-1/A’ on 8/4/08   ·   Next:  ‘S-1/A’ on 1/14/10   ·   Latest:  ‘S-1/A’ on 4/16/10   ·   4 References:   

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/28/09  Codexis Inc                       S-1                   37:5.9M                                   RR Donnelley/FA

Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Registration Statement (General Form)               HTML   1.99M 
 2: EX-3.1      Seventh Amended and Restated Certificate of         HTML    118K 
                          Incorporation                                          
 3: EX-3.3      Amended and Restated Bylaws of the Registrant, as   HTML    148K 
                          Currently in Effect                                    
 4: EX-4.2      Fifth Amended and Restated Investor Rights          HTML    210K 
                          Agreement                                              
 5: EX-4.3      Form of Warrant to Purchase Shares of Common Stock  HTML     49K 
 6: EX-4.4      Warrant to Purchase Shares of Common Stock          HTML     62K 
 7: EX-4.5      Form of Warrant to Purchase Shares of Series D      HTML     54K 
                          Preferred Stock - as of 5/25/2006                      
 8: EX-4.6      Form of Warrant to Purchase Shares of Series D      HTML     67K 
                          Preferred Stock - as of 9/28/2007                      
 9: EX-4.7      Warrant to Purchase Shares of Common Stock Issued   HTML     80K 
                          to Alexandria Equities, LLC                            
10: EX-4.8      Registration Rights Agreement                       HTML     73K 
25: EX-10.10    2002 Stock Plan, as Amended, and Form of Stock      HTML    220K 
                          Option Agreement                                       
26: EX-10.12A   Offer Letter - Alan Shaw                            HTML     25K 
27: EX-10.12B   Change in Control Agreement - Alan Shaw             HTML    103K 
28: EX-10.13A   Offer Letter Agreement - Robert S. Beuil            HTML     27K 
29: EX-10.13B   Change in Control Agreement - Robert S. Breuil      HTML     45K 
30: EX-10.13C   Separation Agreement - Robert S. Breuil             HTML     62K 
31: EX-10.14A   Offer Letter Agreement - Douglas T. Sheehy          HTML     33K 
32: EX-10.14B   Chang in Control Agreement - Douglas T. Sheehy      HTML    103K 
33: EX-10.15    Offer Letter Agreement - David L. Anton             HTML     27K 
34: EX-10.16    Employment Contract - Peter Seufer-Wasserthal       HTML     41K 
35: EX-10.18    Form of Indemnification Agreement                   HTML     55K 
11: EX-10.1A    Loan and Security Agreement                         HTML    314K 
12: EX-10.1B    First Amendment to Loan and Security Agreement      HTML     45K 
13: EX-10.2A    License Agreement                                   HTML    152K 
14: EX-10.2B    Amendment No. 1 to the Maxygen License              HTML     77K 
15: EX-10.2C    Amendment No. 2 to the Maxygen License              HTML     18K 
16: EX-10.2D    Amendment No. 3 to the Maxygen License              HTML     75K 
17: EX-10.2E    Side Letter - Dated February 18, 2005.              HTML     17K 
18: EX-10.2F    Side Letter - Dated September 11, 2007              HTML     20K 
19: EX-10.2G    Side Letter - Dated September 24, 2007              HTML     20K 
20: EX-10.8A    Lease Agreement                                     HTML    305K 
21: EX-10.8B    Amendment to Lease Agreement - June 1, 2004         HTML     23K 
22: EX-10.8C    Amendment to Lease Agreement - March 9, 2007        HTML     71K 
23: EX-10.8D    Amendment to Lease Agreement - March 31, 2008       HTML    149K 
24: EX-10.9     Master Security Agreement                           HTML    151K 
36: EX-21       List of Subsidiaries                                HTML     13K 
37: EX-23.1     Consent of Independent Public Accounting Firm       HTML     12K 


EX-10.2C   —   Amendment No. 2 to the Maxygen License


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  Amendment No. 2 to the Maxygen License  

Exhibit 10.2C

AMENDMENT NO. 2 TO LICENSE AGREEMENT

This Amendment No. 2 (“Amendment No. 2”) amends that certain License Agreement effective March 28, 2002, entered into by and between Maxygen, Inc. (“MUS”) and Codexis, Inc. (“Codexis”), as amended by Amendment No. 1 to License Agreement effective September 13, 2002 (as amended, the “Agreement”), and shall be effective as of October 1, 2002. MUS and Codexis hereby amend the Agreement as follows:

1. Section 1.44 of the Agreement shall be amended to provide in its entirety, as follows:

1.44 “Separation Event” shall mean the earlier of (i) four (4) years after the Amendment Date, and (ii) the date upon which a Change of Control of Codexis occurs.

2. Article 1 is amended by the addition of the following new definition:

1.59 “Change of Control of Codexis” means (i) a dissolution or liquidation of Codexis; (ii) a sale of all or substantially all the assets of Codexis, (iii) any consolidation or merger of Codexis with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of Codexis immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the Company’s voting power immediately after such consolidation, merger or reorganization, excluding any consolidation, merger or reorganization effected exclusively to change the domicile of Codexis, or (iv) acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (other than MUS, CMEA Ventures Life Sciences 2000, L.P., Chevron Technology Ventures, LLC, Pequot Private Equity Fund III, L.P. and their respective Affiliates (collectively, the “Current Stockholders”, or any group including any Current Stockholder that does not include, within the reasonable discretion of Maxygen, a competitor of Codexis) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company such that after the acquisition the person, entity or group owns securities of Codexis representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors.

3. Subsections 2.1.1(b)(i) and (ii) and 2.1.1(e)(i) and (ii) are amended to add the words “in the Codexis Field” as the last words of each such clause.

4. As soon as practicable after the date hereof, an Amended and Restated License Agreement will be prepared reflecting the amendments to the Agreement contained in this Amendment No. 2 and the September 13, 2002 amendment to the Agreement, without the need for any additional approval by the Board of Directors of Codexis or any member thereof.


IN WITNESS WHEREOF, MUS and Codexis have executed this Amendment No. 2 to License Agreement as of the first above written.

 

MAXYGEN, INC.     CODEXIS, INC.
By:  

/s/ Russell J. Howard

    By:  

/s/ Alan Shaw

Name:  

Russell J. Howard

    Name:  

Alan Shaw

Title:  

Chief Executive Officer

    Title:  

President

 

2


Dates Referenced Herein

This ‘S-1’ Filing    Date    Other Filings
Filed on:12/28/09None on these Dates
10/1/02
9/13/02
3/28/02
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Codexis, Inc.                     10-K       12/31/23  121:13M
 2/27/23  Codexis, Inc.                     10-K       12/31/22  121:15M
 2/28/22  Codexis, Inc.                     10-K       12/31/21  111:16M
 3/01/21  Codexis, Inc.                     10-K       12/31/20  110:14M
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Filing Submission 0001193125-09-260412   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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