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Collaborative Research And Development Agreements, Government Programs And Licenses
9 Months Ended
Sep. 30, 2011
Collaborative Research And Development Agreements, Government Programs And Licenses [Abstract] 
Collaborative Research And Development Agreements, Government Programs And Licenses

10. COLLABORATIVE RESEARCH AND DEVELOPMENT AGREEMENTS, GOVERNMENT PROGRAMS AND LICENSES

Chevron — The Company entered into multiple research and development agreements with Chevron over the research funding period of January 2009 through June 2012 to conduct research, develop, make and sell licensed products related to algal technology in the fields of diesel fuel, lubes and additives and coproducts. Under the current agreement, the Company may help commercialize the products in a number of different ways.

These agreements with Chevron contained multiple element arrangements and the Company evaluated and concluded that there were two deliverables, research and development activities and licenses, which are considered one unit of accounting. Revenues related to these services are recognized as research services are performed over the related performance period. The payments received are not refundable and are based on a contractual reimbursement of costs incurred.

Unilever — Effective November 2009, the Company entered into a collaborative research and development agreement with Conopco, Inc. (doing business as Unilever) to develop oil for use in soap and other products. The Company completed the research and development under this agreement in the year ended December 31, 2010.

In the first quarter of 2011, the Company and Unilever agreed to extend their research and development agreement through March 31, 2011. The Company received an initial payment of $750,000 in March 2011 related to work performed on this contract. The second payment of $750,000, against the total contract extension of $1.5 million, was due from Unilever in the second quarter of 2011. The second contractual payment of $750,000 was received by the Company in July 2011.

Department of Defense — In August 2009, the Company entered into an agreement with the U.S. Department of Defense ("DoD"), through the Defense Logistics Agency, Fort Belvoir, VA (DLA), for research and development services relating to military diesel fuel produced from algae produced by "indirect photosynthesis." In addition to research and development activities the Company delivered 20,055 gallons of military diesel fuel under this contract. This was a cost plus fixed fee contract in the amount of approximately $8.6 million, including fixed fees of approximately $230,000. The Company received no upfront payments, and invoiced the DoD on a monthly basis as the Company incurred costs of producing diesel fuel for testing.

The Company evaluated the multiple arrangements and concluded that the two deliverables (research and development activities and fuel) were one unit of accounting. Revenues related to these services are recognized as research services performed over the related performance periods, which is the 12 month term of the contract. The payments received are not refundable and are based on a contractual reimbursement of costs incurred. During the three and nine months ended September 30, 2010, the Company recognized $1.6 million and $5.4 million of revenue, respectively. This contract was completed during the third quarter of 2010. The Company had no deferred revenue balance related to this agreement as of September 30, 2011 and December 31, 2010.

In September 2009, the Company entered into a second agreement with the DoD for the delivery of 1,500 gallons of military jet fuel for research and testing purposes. This was a fixed fee contract of approximately $224,000. The Company received no upfront payments for this contract. This contract was completed when the Company delivered approximately 1,500 gallons of military jet fuel to the DoD in July 2010 and recognized $218,000 of revenues in the three and nine months ended September 30, 2010. The Company had no deferred revenue balances related to this agreement as of September 30, 2011 and December 31, 2010.

In September 2010, the Company entered into a third agreement with the DoD for research and development services to provide marine diesel fuel. This is a firm fixed price contract divided into two phases with Phase 1 and Phase 2 fees of $5.6 million and $4.6 million, respectively. Phase 1 ends in September 2011 and calls for the delivery of 75,000 gallons (283,906 liters) of fuel. In September 2011, the Company delivered the 75,000 gallons of fuel under Phase 1 of the current DoD agreement. In August 2011, the DoD exercised its option to pursue Phase 2 of the agreement, which calls for the additional delivery of 75,000 gallons (283,906 liters) of marine diesel fuel. The fee for performing Phase 2 of the current DoD agreement is $4.6 million.

The Company evaluated the multiple arrangements of the third DoD agreement (Phase 1 and Phase 2) and concluded that the two deliverables (research and development activities and fuel) were one unit of accounting. Revenues related to these services are recognized as research services that are performed over the related performance period for each phase of the contract. The payments received as installments are not refundable and are based on a contractual reimbursement of costs incurred.

With respect to Phase 1 of the current DoD contract, the Company recognized $10,000 and $0.3 million of revenues in the three months ended September 30, 2011 and 2010, respectively, and $1.1 million and $0.3 million of revenues in the nine months ended September 30, 2011 and 2010, respectively. Unbilled revenues were $0 and $3.2 million as of September 30, 2011 and December 31, 2010, respectively. The Company had no deferred revenue balance related to Phase 1 of the agreement as of September 30, 2011 and December 31, 2010.

 

With respect to Phase 2 of the current DoD contract, the Company recognized $1.7 million and $0 of revenues in the three months ended September 30, 2011 and 2010, respectively, and $1.7 million and $0 of revenues in the nine months ended September 30, 2011 and 2010, respectively. Unbilled revenues were $1.7 million and $0 as of September 30, 2011 and December 31, 2010, respectively. The Company had no deferred revenue balance related to Phase 2 of the agreement as of September 30, 2011 and December 31, 2010.

Department of Energy — In December 2009, the U.S. Department of Energy ("DOE") awarded the Company approximately $21.8 million to partially fund the construction, operation, and optimization of an integrated biorefinery. The project term is January 2010 through March 2014. The payments received are not refundable and are based on a contractual reimbursement of costs incurred. During the three months ended September 30, 2011 and 2010, the Company recognized $1.8 million and $2.7 million of revenue. During the nine months ended September 30, 2011 and 2010, the Company recognized $4.7 million and $3.5 million of revenue. The Company had no deferred revenue balance related to this award as of September 30, 2011 and December 31, 2010. Unbilled revenues related to this award were $3.3 million and $0.3 million as of September 30, 2011 and December 31, 2010, respectively.

Sephora — The Company entered into an exclusive distribution contract with Sephora S.A. (Sephora International) in December 2010 to distribute the Algenist™ product line in Sephora stores in certain countries in Europe and select countries in the Middle East and Asia. In January 2011, the Company also entered into a distribution arrangement with Sephora USA, Inc. (Sephora USA) to sell the Algenist™ product line in the United States. Under both arrangements, the Company pays the majority of the costs associated with marketing the products, although the Company expects that both Sephora International and Sephora USA will contribute in the areas of public relations, training and marketing to support the brand. Sephora International will create the marketing material, but the Company has an approval right over the materials and ultimately the Company has control over the marketing budget. With Sephora USA, the Company is responsible for creating certain marketing and training materials. The Company is obligated to fund minimum marketing expenditures under the agreement with Sephora International. The Company has also granted a license to Sephora USA and Sephora International to use the Algenist ™ trademarks and logos to advertise and promote the product line.

Qantas — In January 2011, the Company entered into a non-binding letter of intent with Qantas Airways Limited (Qantas), one of the world's leading long distance airlines, to pursue the potential for commercial production of the Company's microbial derived aviation fuel, Solajet, in Australia. Under this letter of intent, Qantas does not have an obligation to purchase a specified quantity of Solajet. The Company and Qantas intend to enter into a binding long-term fuel supply agreement on the establishment of a commercial facility in Australia producing Solajet.

Dow — In February 2011, the Company entered into a joint development agreement with The Dow Chemical Company ("Dow") to jointly develop and commercialize non-vegetable, microbe-based oils and related products. In the agreement Dow does not have an obligation to purchase specific non-vegetable, microbe-based oils. In conjunction with the execution of the joint development agreement, the Company entered into a non-binding letter of intent regarding the possible supply of microbe-based oils to Dow for use in dielectric insulating fluids and other industrial applications.

Bunge — In May 2011, the Company entered into a joint development agreement with Bunge Global Innovation, LLC ("Bunge") that extends through May 2013. Pursuant to the joint development agreement, the Company and Bunge will jointly develop microbe-derived oils, and explore the production of such oils from Brazilian sugarcane feedstock. If the joint development program is successful, the parties contemplate entering into a commercialization arrangement that would include the formation of a joint venture in Brazil to initially produce up to 100,000 metric tons per year of triglyceride oils using sugarcane feedstock. The joint development agreement also provides that Bunge will provide research funding to the Company through May 2013, payable quarterly in advance throughout the research term.

In addition to the joint development agreement, the Company also granted Bunge Limited a warrant to purchase 1,000,000 shares of the Company's common stock at an exercise price of $13.50 per share. The warrant vests upon the achievement of performance milestones. The number of warrant shares issuable upon exercise is subject to adjustment for failure to achieve the performance milestones on a timely basis as well as certain changes to capital structure and corporate transactions. The warrant expires in May 2021.

In August 2011, the Company and Bunge entered into a joint venture framework agreement related to the formation of a joint venture entity which would focus on the production of triglyceride oils in Brazil. It is anticipated that the joint venture would build a 100,000 metric ton renewable oil production facility located at a Bunge owned sugar cane mill in Brazil. Engineering has begun and is funded by both parties. Upon successful completion of site-specific engineering designs and execution of final joint venture agreements, construction on the facility will commence, with a targeted start-up during 2013. The plant, which will leverage the Company's technology and Bunge's sugarcane milling and natural oil processing capabilities, will produce the Company's tailored triglyceride oils for chemical applications. The equity contributions for the project will be financed jointly by both parties, and the agreement includes a value sharing mechanism that provides additional compensation to the Company for its technology contributions.