Exhibit 10.1
*** Text Omitted and Filed Separately
Confidential Treatment Requested
Under 16 C.F.R. §§ 200.80(b)(4) and 17 C.F.R. § 24b-2
JOINT DEVELOPMENT AGREEMENT
This Joint Development Agreement (“Agreement”) is executed effective as of January 11, 2016 (the “Effective Date”) by and between Porta Hnos. S.A., an Argentinian company with offices at Camino San Antonio km 4,5 (X5016JXA), Cordoba, Argentina, (“Porta”) and Gevo, Inc. (a company incorporated under the laws of the State of Delaware in the United States, with offices located at 345 Inverness Drive South, Building C, Suite 310, Englewood, CO 80112, USA), (“Gevo”).
WHEREAS
| A. | Porta has pre-existing relationships with certain corn ethanol plants. |
| B. | Gevo has developed technology to produce isobutanol in corn ethanol plants. |
| C. | This Agreement between Porta and Gevo (together, the “Parties” and each individually, a “Party”) establishes a strategic relationship between the Parties to: i) jointly improve Gevo’s technology for use in corn ethanol plants; ii) jointly develop an engineering package for retrofitting ethanol plants; and iii) license Gevo’s technology and retrofit certain ethanol plants to produce isobutanol (the “Purpose”) upon following terms. |
THE PARTIES AGREE AS FOLLOWS:
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| Development: Gevo’s biocatalyst has been developed to produce isobutanol from a variety of sugar sources. It is anticipated that the Parties will need to optimize the post fermentation yeast separation process utilized to produce isobutanol (“Development Work”). In connection with this Agreement, the Parties have also entered into that certain Commercial License Agreement dated January 11, 2016 attached hereto as Exhibit C (the “Commercial License Agreement”). The Commercial License is incorporated in its entirety into this Agreement and the Development Work shall be done in accordance with the terms of the Commercial License Agreement. |
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2. Porta Rights to Services and Equipment: |
| Porta will have the exclusive right to supply equipment and process engineering services for addition of isobutanol capacity for the ethanol plants on the Plants List in Exhibit A should Gevo grant a license to a specific plant on the Plants List. Porta agrees to meet the development milestones specified in Exhibit B of this Agreement (“Milestones”). Porta agrees to meet the execution milestones in Exhibit B of this Agreement (“Milestones”) to maintain their exclusive rights.
For plants not on the Plants List, but where Gevo has granted a license for a plant to add isobutanol capacity, Gevo would introduce Porta to the licensee as a preferred partner for engineering services and equipment. |
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3. License: |
| Gevo will negotiate and license its technology for producing isobutanol directly with the plants on the Plants List. Gevo will be the exclusive seller of all isobutanol produced by the plants on the Plant List. Gevo will also have the right to supply biocatalysts, nutrient packages, and support services to the plants on the Plant List. |
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*Confidential Treatment Requested
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Porta Hnos S.A. |
| Gevo, Inc.. | ||
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By: | /s/ Jose V.R. Porta |
| By: | /s/ Mike Willis |
| Name: Jose V.R. Porta |
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| Name: Mike Willis |
| Title: Presidente |
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| Title: CFO |
| Date: 02/01/2016 |
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| Date: 02/01/2016 |
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Plant List
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*Confidential Treatment Requested
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Milestones
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*Confidential Treatment Requested
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License Agreement
[Omitted – Filed Separately]
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NDA
[Omitted]
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