conversations.from: human
conversations.value: Complete 'Section 2. Other than as expressly mod ... ' for this contract: AMENDMENT 1 TO DEVELOPMENT AGREEMENT
  This is the First Amendment ("First Amendment") to the Development Agreement ("Development Agreement") entered into on April 15, 2010, by and between Cargill, Incorporated through its Bio Technology Development Center, having its principal place of business at 15407 McGinty Road West, Wayzata, Minnesota 55391 USA ("Cargill") and BioAmber S.A.S., having a place of business at Route de Bazancourt, F-51110, Pomacle France ("BioAmber"). This First Amendment will be effective as of July 5, 2011, upon the signature of both Cargill and BioAmber.
  Cargill and Bioamber mutually agree as follows:
  The Parties, through their authorized representatives, hereby agree to the terms and conditions of this First Amendment.
   Cargill Confidential * Confidential treatment requested
  1. Section 2.2 of the Development Agreement is hereby amended to allow Cargill at its sole discretion to apply ___ during the period of July 5, 2011, through September 30, 2011, to perform the Work Plan in addition to the ___ specified in the unamended Section 2.2. The terms for compensation and expenses for these additional FTEs will be as provided for the original FTEs in Section 2.2.
  2. Other than as expressly modified by this First Amendment, all terms and conditions of the Development Agreement continue without modification.
  CARGILL, INCORPORATED Bio Technology Development Center BIOAMBER S.A.S.
  /s/ Jack Staboch /s/ Jim Millis Signature Signature VP BioTDC CTO Title Title 7/14/11 7/18/11
  AMENDMENTS TO COMMERCIAL LICENSE AGREEMENT AND DEVELOPMENT AGREEMENT
conversations.from: assistant
conversations.value: 2. WHEREAS, Cargill and Bioamber entered into a Commercial License Agreement having an Effective Date of April 15, 2010 (the "Commercial License");
  WHEREAS, Bioamber now desires to amend the Development Agreement to allow Bioamber to fund a research project being conducted by the Biotechnology Research Institute ("BRI"), which involves the molecular re-engineering of a Methylotroph owned by BRI and the development of a lab scale fermentation design for using the re-engineered Methylotroph to make succinic acid or salts thereof from a methanol feedstock (the "BRI Project"). The BRI Project will be co-funded by funds available from the Canadian National Research Council;
  WHEREAS, Bioamber further desires to scale-up the production of succinic acid using a Corynebacteria biocatalyst (MCC-17) available from Mitsubishi Chemical Corporation ("MCC") and to possibly produce succinic acid or salts using MCC-17 as an alternative to the E. coli BioAmber has licensed from the DOE at: (1) Bioamber's existing demonstration-scale succinic acid production facility located at Pomacle, France; and (2) a succinic acid production facility located at Sarnia, Ontario Canada having a maximum production capacity of 35,000 metric tons of succinic acid per year (the "Sarnia Plant"). Together these scale-up projects will be referred to as the "Scale-up and Production Project";
  WHEREAS, Cargill is willing to allow Bioamber to fund the BRI Project and to conduct the Scale-up and Production Project, subject to the following terms and conditions. Now therefore the Parties agree:
  Amendment To the Development Agreement
conversations.from: human
conversations.value: Next lines please.
conversations.from: assistant
conversations.value: AMENDMENT 1 TO DEVELOPMENT AGREEMENT
  This is the First Amendment ("First Amendment") to the Development Agreement ("Development Agreement") entered into on April 15, 2010, by and between Cargill, Incorporated through its Bio Technology Development Center, having its principal place of business at 15407 McGinty Road West, Wayzata, Minnesota 55391 USA ("Cargill") and BioAmber S.A.S., having a place of business at Route de Bazancourt, F-51110, Pomacle France ("BioAmber"). This First Amendment will be effective as of July 5, 2011, upon the signature of both Cargill and BioAmber.
  Cargill and Bioamber mutually agree as follows:
  The Parties, through their authorized representatives, hereby agree to the terms and conditions of this First Amendment.
   Cargill Confidential * Confidential treatment requested
  1. Section 2.2 of the Development Agreement is hereby amended to allow Cargill at its sole discretion to apply ___ during the period of July 5, 2011, through September 30, 2011, to perform the Work Plan in addition to the ___ specified in the unamended Section 2.2. The terms for compensation and expenses for these additional FTEs will be as provided for the original FTEs in Section 2.2.
  2. Other than as expressly modified by this First Amendment, all terms and conditions of the Development Agreement continue without modification.
  CARGILL, INCORPORATED Bio Technology Development Center BIOAMBER S.A.S.
  /s/ Jack Staboch /s/ Jim Millis Signature Signature VP BioTDC CTO Title Title 7/14/11 7/18/11
  AMENDMENTS TO COMMERCIAL LICENSE AGREEMENT AND DEVELOPMENT AGREEMENT
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: WHEREAS, Cargill, Incorporated ("Cargill") and BioAmber S.A.S. ("Bioamber") entered into a Development Agreement having an Effective Date of April 15 , 2010, as amended on July 5 , 2011 (the "Development Agreement");
  WHEREAS, Cargill and Bioamber entered into a Commercial License Agreement having an Effective Date of April 15, 2010 (the "Commercial License");
  WHEREAS, Bioamber now desires to amend the Development Agreement to allow Bioamber to fund a research project being conducted by the Biotechnology Research Institute ("BRI"), which involves the molecular re-engineering of a Methylotroph owned by BRI and the development of a lab scale fermentation design for using the re-engineered Methylotroph to make succinic acid or salts thereof from a methanol feedstock (the "BRI Project"). The BRI Project will be co-funded by funds available from the Canadian National Research Council;
  WHEREAS, Bioamber further desires to scale-up the production of succinic acid using a Corynebacteria biocatalyst (MCC-17) available from Mitsubishi Chemical Corporation ("MCC") and to possibly produce succinic acid or salts using MCC-17 as an alternative to the E. coli BioAmber has licensed from the DOE at: (1) Bioamber's existing demonstration-scale succinic acid production facility located at Pomacle, France; and (2) a succinic acid production facility located at Sarnia, Ontario Canada having a maximum production capacity of 35,000 metric tons of succinic acid per year (the "Sarnia Plant"). Together these scale-up projects will be referred to as the "Scale-up and Production Project";
  WHEREAS, Cargill is willing to allow Bioamber to fund the BRI Project and to conduct the Scale-up and Production Project, subject to the following terms and conditions. Now therefore the Parties agree:
  Amendment To the Development Agreement
  A. Section 13.9 of the Development Agreement is amended to add the following at the end of the Section: "Notwithstanding the above, Bioamber may fund the BRI Project up until the Methylotroph (or re-engineered Methylotroph) demonstrates the ability to produce succinic acid (or salts thereof) from any feedstock at a concentration of ___ grams/liter succinic acid (or salts thereof). Within thirty (30) days of the Methylotroph (or re-engineered Methylotroph) demonstrating such production levels of succinic acid, Bioamber will cease any further funding and/or other support for the BRI Project. Further Bioamber will require that any unexpended funds received from Bioamber be utilized for a project other than the BRI Project. B. New Section 13.10 is added to the Development Agreement as set forth below: "13.10 Notwithstanding the provisions of section 13.9, Bioamber may conduct the Scale-up and Production Project, subject to Bioamber hereby agreeing to convert the demonstration-scale Pomacle France succinic acid production facility and the Sarnia Plant to solely utilize CB1 as the biocatalyst for the production of succinic acid (and/or salts thereof). This conversion will be carried out according to the provisions of Section 5.9 of the Commercial License, it being understood that all economic obligations of item (iv) above will be relative to the E. coli strain technology, not the Mitsubishi strain technology. In order to enable such conversion, Bioamber will put in place agreements with the owners/operators of the Sarnia Plant that will enable Bioamber to require such conversion of the Sarnia Plant to solely use CB1 for the manufacture of succinic acid as described above."
  Amendment To the Commercial License
  A. Section 5.9 of the Commercial License is amended to add the following at the end of the Section:
  "Bioamber shall use best efforts to obtain regulatory approvals for the use of the CB1 Strain in all countries where Bioamber and/or a Bioamber licensee are using any strain other than the CB1 strain for the production of succinic acid and/or salts thereof. Additionally, Bioamber shall use best efforts to scale up the CB1 Strain and fermentation protocols utilizing the CB1 Strain."
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Nothing in these amendments will reduce Bioamber's obligations to replace MCC-17 and Bioamber's current E. coli strain with CB1 in all the existing and future succinic acid production facilities of Bioamber and Bioamber licensees, according to the provisions of Section 5.9 of the Commercial License. * Confidential treatment requested
  th th
   * Confidential treatment requested
  CARGILL, INCORPORATED
  By: /s/ Pirkko Suominen
  Name: Pirkko Suominen Title: Director, Bio Technology Development Center, Minneapolis Date: 10/19/2011
  BIOAMBER, SAS
  By: /s/ Jean-François Huc
  Name: Jean-François Huc Title: President Date: October 15, 2011
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: First Amendment
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * Cargill, Incorporated
  * BioAmber S.A.S.
  * Cargill
  * BioAmber
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: 7/18/11
conversations.from: human
conversations.value: The date when the contract is effective ?
conversations.from: assistant
conversations.value: July 5, 2011
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?
conversations.from: human
conversations.value: What is the notice period required to terminate renewal?
conversations.from: assistant
conversations.value: I can't tell from this context.
conversations.from: human
conversations.value: Is there a requirement on a party not to disparage the counterparty?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Does the contract contain a license grant by affiliates of the licensor or that includes intellectual property of affiliates of the licensor? ?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Does the contract contain a  license grant that is irrevocable or perpetual?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is one party required to deposit its source code into escrow with a third party, which can be released to the counterparty upon the occurrence of certain events (bankruptcy,  insolvency, etc.)?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
conversations.from: assistant
conversations.value: I don't know. Can you provide more information?