10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

-OR-

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-34885

AMYRIS, INC.

(Exact name of registrant as specified in its charter) 

Delaware	55-0856151
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Amyris, Inc.

5885 Hollis Street, Suite 100

Emeryville, CA 94608

(510) 450-0761

(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	AMRS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

Shares outstanding of the Registrant's common stock:

Class	Outstanding as of November 7, 2022
Common Stock, $0.0001 par value per share	325,188,403

AMYRIS, INC.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets as of September 30, 2022 and December 31, 2021	4
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021	5
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2022 and 2021	6
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) and Mezzanine Equity for the Three Months Ended March 31, June 30, and September 30, 2022 and 2021	7
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021	9
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	42
	PART II
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
SIGNATURES

2

PART I

3

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

AMYRIS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except shares and per share amounts)	September 30, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	18,489	$	483,462
Restricted cash	93		199
Accounts receivable, net of allowance of $1,752 and $945, respectively	40,410		37,074
Accounts receivable - related party, net of allowance of $0 and $0, respectively	7,428		5,667
Contract assets	3,361		4,227
Contract assets - related party	25,371		—
Inventories	129,332		75,070
Prepaid expenses and other current assets	47,998		33,513
Total current assets	272,482		639,212
Property, plant and equipment, net	169,827		72,835
Restricted cash, noncurrent	6,057		4,651
Recoverable taxes from Brazilian government entities	22,382		16,740
Right-of-use assets under financing leases, net	329		7,342
Right-of-use assets under operating leases, net	88,459		32,428
Goodwill	126,660		131,259
Intangible assets, net	54,662		39,265
Other assets	13,202		10,566
Total assets	$	754,060	$	954,298
Liabilities, Mezzanine Equity and Stockholders' (Deficit) Equity
Current liabilities:
Accounts payable	$	133,819	$	79,666
Accrued and other current liabilities	84,541		71,457
Financing lease liabilities	12		140
Operating lease liabilities	1,589		7,689
Contract liabilities	953		2,530
Debt, current portion	1,720		896
Related party debt, current portion	86,628		107,427
Total current liabilities	309,262		269,805
Long-term debt, net of current portion	673,927		309,061
Related party debt, net of current portion	51,570		—
Financing lease liabilities, net of current portion	51		61
Operating lease liabilities, net of current portion	75,898		19,829
Derivative liabilities	3,303		7,062
Acquisition-related contingent consideration (Note 3 and Note 7)	40,275		64,762
Other noncurrent liabilities	4,578		4,510
Total liabilities	1,158,864		675,090
Commitments and contingencies
Mezzanine equity:
Contingently redeemable common stock	5,000		5,000
Contingently redeemable noncontrolling interest	30,882		28,520
Stockholders’ (deficit) equity:
Preferred stock - $0.0001 par value, 5,000,000 shares authorized as of September 30, 2022 and December 31, 2021; zero shares issued and outstanding as of September 30, 2022 and December 31, 2021	—		—
Common stock - $0.0001 par value, 550,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 324,885,832 and 308,899,906 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	32		31
Additional paid-in capital	2,384,348		2,656,838
Accumulated other comprehensive loss	(81,582)		(52,769)
Accumulated deficit	(2,730,381)		(2,357,661)
Total Amyris, Inc. stockholders’ (deficit) equity	(427,583)		246,439
Noncontrolling interest	(13,103)		(751)
Total stockholders' (deficit) equity	(440,686)		245,688
Total liabilities, mezzanine equity and stockholders' (deficit) equity	$	754,060	$	954,298

See the accompanying notes to the unaudited condensed consolidated financial statements.

4

AMYRIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except shares and per share amounts)	2022		2021		2022		2021
Revenue:
Renewable products (includes related party revenue of $3,787, $6,214, $11,164 and $12,496, respectively)	$	58,563	$	36,508	$	156,418	$	101,859
Licenses and royalties (includes related party revenue of $10,106, $6,000, $25,376 and $149,612, respectively)	10,113		6,006		25,880		160,806
Collaborations, grants and other (includes related party revenue of $0, $2,000, $4,000 and $6,000, respectively)	2,453		5,352		11,747		14,376
Total revenue (includes related party revenue of $13,893, $14,214, $40,540 and $168,108, respectively)	71,129		47,866		194,045		277,041
Cost and operating expenses:
Cost of products sold	65,818		40,252		170,743		93,332
Research and development	28,780		23,824		81,249		69,580
Sales, general and administrative	124,709		70,635		358,212		162,897
Total cost and operating expenses	219,307		134,711		610,204		325,809
Loss from operations	(148,178)		(86,845)		(416,159)		(48,768)
Other income (expense):
Interest expense	(6,289)		(4,321)		(16,856)		(14,857)
(Loss) gain from change in fair value of derivative instruments	(1,654)		4,778		3,759		(12,826)
(Loss) gain from change in fair value of debt	(12,689)		52,294		43,221		(204,359)
Loss upon extinguishment of debt	—		(680)		—		(27,058)
Other income (expense), net	1,688		690		(584)		40
Total other income (expense), net	(18,944)		52,761		29,540		(259,060)
Loss before income taxes and loss from investment in affiliate	(167,122)		(34,084)		(386,619)		(307,828)
(Provision for) benefit from income taxes	(152)		(58)		1,353		(170)
(Loss) income from investment in affiliate	(748)		181		(6,509)		(567)
Net loss	(168,022)		(33,961)		(391,775)		(308,565)
Loss (income) attributable to noncontrolling interest	6,627		1,017		13,062		(249)
Net loss attributable to Amyris, Inc.	(161,395)		(32,944)		(378,713)		(308,814)
Less: loss allocated to participating securities	—		—		—		787
Net loss attributable to Amyris, Inc. common stockholders	$	(161,395)	$	(32,944)	$	(378,713)	$	(308,027)
Net loss per share attributable to common stockholders, basic	$	(0.50)	$	(0.11)	$	(1.19)	$	(1.07)
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic	322,286,529		300,888,579		318,400,804		286,919,463
Net loss per share attributable to common stockholders, diluted	$	(0.50)	$	(0.27)	$	(1.24)	$	(1.07)
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted	322,286,529		317,568,913		335,126,922		286,919,463

See the accompanying notes to the unaudited condensed consolidated financial statements.

5

AMYRIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Comprehensive income (loss):
Net income (loss)	$	(168,022)	$	(33,961)	$	(391,775)	$	(308,565)
Foreign currency translation adjustment	(20,231)		(7,494)		(28,813)		(4,759)
Total comprehensive income (loss)	(188,253)		(41,455)		(420,588)		(313,324)
Loss (income) attributable to noncontrolling interest	6,627		1,017		13,062		(249)
Comprehensive income (loss) attributable to Amyris, Inc.	$	(181,626)	$	(40,438)	$	(407,526)	$	(313,573)

See the accompanying notes to the unaudited condensed consolidated financial statements.

6

AMYRIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

AND MEZZANINE EQUITY

(Unaudited)

	Preferred Stock			Common Stock
(In thousands, except number of shares)	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Noncontrolling Interest		Total Stockholders' Deficit		Mezzanine Equity - Contingently Redeemable Common Stock		Mezzanine Equity - Contingently Redeemable Noncontrolling Interest
Balances as of December 31, 2021	—	$	—	308,899,906	$	31	$	2,656,838	$	(52,769)	$	(2,357,661)	$	(751)	$	245,688	$	5,000	$	28,520
Cumulative effect of change in accounting principle for ASU 2020-06 (see "Significant Accounting Policies" in Note 1)	—	—		—	—		(367,974)		—		5,993		—		(361,981)		—		—
Acquisitions	—	—		—	—		—		—		—		155		155		—		2,917
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	—	—		528,704	—		(3)		—		—		—		(3)		—		—
Issuance of common stock as purchase consideration in business combinations	—	—		7,121,806	1		33,093		—		—		—		33,094		—		—
Issuance of common stock upon exercise of stock options	—	—		33,250	—		98		—		—		—		98		—		—
Issuance of common stock upon exercise of warrants	—	—		1,391,603	—		3,994		—		—		—		3,994		—		—
Stock-based compensation	—	—		—	—		11,588		—		—		—		11,588		—		—
Foreign currency translation adjustment	—	—		—	—		—		15,286		—		—		15,286		—		—
Net loss attributable to Amyris, Inc.	—	—		—	—		—		—		(107,305)		(2,928)		(110,233)		—		—
Balances as of March 31, 2022	—	$	—	317,975,269	$	32	$	2,337,634	$	(37,483)	$	(2,458,973)	$	(3,524)	$	(162,314)	$	5,000	$	31,437
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	—	—		1,087,200	—		(7)		—		—		—		(7)		—		—
Issuance of common stock as purchase consideration in business combinations	—	—		806,757	—		3,485		—		—		—		3,485		—		—
Issuance of common stock in lieu of cash compensation to non-employee directors	—	—					279		—		—		—		279		—		—
Issuance of common stock upon ESPP purchase	—	—		334,699	—		671		—		—		—		671		—		—
Issuance of common stock upon exercise of stock options	—	—		2,771	—		5		—		—		—		5		—		—
Issuance of common stock upon exercise of warrants	—	—		904,732	—		2,597		—		—		—		2,597		—		—
Stock-based compensation	—	—		—	—		12,647		—		—		—		12,647		—		—
Foreign currency translation adjustment	—	—		—	—		—		(23,868)		—		—		(23,868)		—		—
Net income (loss) attributable to Amyris, Inc.	—	—		—	—		—		—		(110,013)		(3,074)		(113,087)		—		(433)
Balance as of June 30, 2022	—	$	—	321,111,428	$	32	$	2,357,311	$	(61,351)	$	(2,568,986)	$	(6,598)	$	(279,592)	$	5,000	$	31,004
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	—	—		1,435,671	—		(5)		—		—		—		(5)		—		—
Issuance of common stock as purchase consideration for equity securities	—	—		1,420,456	—		5,753		—		—		—		5,753		—		—
Issuance of common stock as purchase consideration in business combinations	—	—		918,277	—		2,700		—		—		—		2,700		—		—
Issuance of warrants in connection with related party debt issuance	—	—		—	—		5,833		—		—		—		5,833		—		—
Proceeds from extension of warrants	—	—		—	—		500		—		—		—		500		—		—
Stock-based compensation	—	—		—	—		12,256		—		—		—		12,256		—		—
Foreign currency translation adjustment	—	—		—	—		—		(20,231)		—		—		(20,231)		—		—
Net income (loss) attributable to Amyris, Inc.	—	—		—	—		—		—		(161,395)		(6,505)		(167,900)		—		(122)
Balances as of September 30, 2022	—	$	—	324,885,832	$	32	$	2,384,348	$	(81,582)	$	(2,730,381)	$	(13,103)	$	(440,686)	$	5,000	$	30,882

7

	Preferred Stock			Common Stock
(In thousands, except number of shares)	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Noncontrolling Interest		Total Stockholders' Deficit		Mezzanine Equity - Contingently Redeemable Common Stock		Mezzanine Equity - Contingently Redeemable Noncontrolling Interest
Balances as of December 31, 2020	8,280	$	—	244,951,446	$	24	1,957,224		$	(47,375)	$	(2,086,692)	$	4,774	$	(172,045)	$	5,000	$	—
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	—	—		496,341	—		(2)		—		—		—		(2)		—		—
Issuance of common stock upon conversion of debt principal, net of 2,600,000 pre-delivery shares returned to Amyris	—	—		5,827,164	1		110,574		—		—		—		110,575		—		—
Issuance of common stock upon exercise of stock options	—	—		377,542	—		1,920		—		—		—		1,920		—		—
Issuance of common stock upon exercise of warrants	—	—		15,557,480	2		32,217		—		—		—		32,219		—		—
Issuance of common stock upon exercise of warrants - related party	—	—		6,056,944	—		—		—		—		—		—		—		—
Stock-based compensation	—	—		—	—		4,281		—		—		—		4,281		—		—
Foreign currency translation adjustment	—	—		—	—				(2,038)		—		—		(2,038)		—		—
Net loss attributable to Amyris, Inc.	—	—		—	—				—		$	(291,251)	$	1,200	(290,051)		—		$	—
Balances as of March 31, 2021	8,280	$	—	273,266,917	$	27	$	2,106,214	$	(49,413)	$	(2,377,943)	$	5,974	$	(315,141)	$	5,000	$	—
Issuance of contingently redeemable noncontrolling interest	—	—		—	—		(14,520)		—		—		—		(14,520)		—		28,520
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	—	—		880,603	—		(1,479)		—		—		—		(1,479)		—		—
Issuance of common stock as purchase consideration in business combination	—	—		225,784	—		3,167		—		—		—		3,167		—		—
Issuance of common stock in public offering	—	—		8,805,345	1		130,792		—		—		—		130,793		—		—
Issuance of common stock upon conversion of debt principal	—	—		2,862,772	1		38,632		—		—		—		38,633		—		—
Issuance of common stock upon conversion of preferred stock	(8,280)	—		1,943,659	—		—		—		—		—		—		—		—
Issuance of common stock upon ESPP purchase	—	—		145,112	—		321		—		—		—		321		—		—
Issuance of common stock upon exercise of stock options	—	—		145,200	—		860		—		—		—		860		—		—
Issuance of common stock upon exercise of warrants	—	—		1,381,940	—		6,622		—		—		—		6,622		—		—
Issuance of common stock upon exercise of warrants - related party	—	—		8,057,966	1		5,744		—		—		—		5,745		—		—
Stock-based compensation	—	—		—	—		8,747		—		—		—		8,747		—		—
Foreign currency translation adjustment	—	—		—	—		—		4,773		—		—		4,773		—		—
Net income attributable to Amyris, Inc.	—	—					—		—		$	15,381	$	66	15,447		—		$	—
Balances as of June 30, 2021	—	$	—	297,715,298	$	30	$	2,285,100	$	(44,640)	$	(2,362,562)	$	6,040	$	(116,032)	$	5,000	$	28,520
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	—	—		1,180,864	—		—		—		—		—		—		—		—
Issuance of common stock as purchase consideration in business combinations	—	—		3,580,479	—		53,251		—		—		—		53,251		—		—
Issuance of common stock upon exercise of stock options	—	—		77,500	—		351		—		—		—		351		—		—
Issuance of common stock upon exercise of warrants	—	—		1,499,648	—		—		—		—		—		—		—		—
Issuance of common stock upon exercise of warrants - related party	—	—		3,778,230	1		10,834		—		—		—		10,835		—		—
Stock-based compensation	—	—		—	—		8,905		—		—		—		8,905		—		—
Foreign currency translation adjustment	—	—		—	—		—		(7,494)		—		—		(7,494)		—		—
Distribution to noncontrolling interest	—	—		—	—		—		—		—		(2,700)		(2,700)		—		—
Net loss attributable to Amyris, Inc.	—	—		—	—				—		(32,944)		(1,017)		(33,961)		—		—
Balances as of September 30, 2021	—	$	—	307,832,019	$	31	$	2,358,441	$	(52,134)	$	(2,395,506)	$	2,323	$	(86,845)	$	5,000	$	28,520

See the accompanying notes to the unaudited condensed consolidated financial statements.

8

AMYRIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
(In thousands)	2022		2021
Operating activities
Net loss	$	(391,775)	$	(308,565)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of debt discount	3,004		2,672
Amortization of intangible assets	3,260		480
Amortization of right-of-use assets under operating leases	4,039		2,455
Depreciation and amortization	8,179		6,526
(Gain) loss from change in fair value of debt	(43,221)		204,359
(Gain) loss from change in fair value of derivative instruments	(3,759)		12,826
Loss from investment in affiliate	6,509		567
(Gain) loss on foreign currency exchange rates	(2,401)		106
Loss upon extinguishment of debt	—		27,058
Loss on disposal of property, plant and equipment	614		—
Stock-based compensation	36,491		21,933
Changes in assets and liabilities:
Accounts receivable	(6,989)		(1,163)
Contract assets	(24,505)		(132)
Inventories	(53,789)		(27,317)
Deferred cost of products sold - related party	—		7,497
Prepaid expenses and other assets	(22,091)		(26,073)
Accounts payable	56,730		39,570
Accrued and other liabilities	7,814		3,061
Lease liabilities	(9,568)		(3,758)
Contract liabilities	(1,559)		(1,265)
Net cash provided by (used in) operating activities	(433,017)		(39,163)
Investing activities
Purchases of property, plant and equipment	(101,548)		(22,119)
Acquisitions, net of cash acquired	(17,760)		(18,462)
Net cash used in investing activities	(119,308)		(40,581)
Financing activities
Proceeds from issuance of debt, net of issuance costs	80,795		—
Proceeds from exercises of warrants	6,591		38,841
Proceeds from issuance of common stock upon ESPP purchase	671		321
Proceeds from extension of warrants	500		—
Proceeds from exercises of common stock options	103		3,131
Principal payments on financing leases	(138)		(2,993)
Payment of minimum employee taxes withheld upon net share settlement of restricted stock units	(15)		(1,481)
Distribution to noncontrolling interest	—		(2,700)
Issuance costs incurred in connection with debt modification	—		(2,500)
Principal payments on debt	—		(25,938)
Proceeds from exercises of warrants - related party	—		16,580
Proceeds from issuance of common stock in public offering, net of issuance costs	—		130,793
Proceeds from issuance of contingently redeemable noncontrolling interest in subsidiary	—		10,000
Net cash provided by financing activities	88,507		164,054
Effect of exchange rate changes on cash, cash equivalents and restricted cash	145		402
Net increase in cash, cash equivalents and restricted cash	(463,673)		84,712
Cash, cash equivalents and restricted cash at beginning of period	488,312		31,422
Cash, cash equivalents and restricted cash at end of the period	$	24,639	$	116,134
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	$	18,489	$	114,887
Restricted cash, current	93		286
Restricted cash, noncurrent	6,057		961
Total cash, cash equivalents and restricted cash	$	24,639	$	116,134

See the accompanying notes to the unaudited condensed consolidated financial statements.

9

AMYRIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued

(Unaudited)

	Nine Months Ended September 30,
(In thousands)	2022		2021
Supplemental disclosures of cash flow information:
Cash paid for interest	$	5,691	$	5,459
Supplemental disclosures of non-cash investing and financing activities:
Acquisition of intangible assets in connection with business combinations	$	22,944	$	40,707
Acquisition of right-of-use assets under operating leases	$	60,195	$	3,397
Common stock and warrants issued in exchange for debt principal and accrued interest reduction	$	—	$	149,208
Common stock issued as purchase consideration for equity securities	$	5,753	$	—
Common stock issued as purchase consideration in business combinations	$	39,279	$	56,418
Common stock issued in lieu of cash compensation to non-employee directors	$	279	$	—
Derecognition of derivative liabilities to equity upon extinguishment of debt	$	—	$	59
Goodwill recorded in connection with business combinations	$	13,904	$	130,927
Noncontrolling interest issued in subsidiary in exchange for settlement of other liabilities	$	—	$	4,000
Noncontrolling interest recorded in connection with business combinations	$	3,072	$	—
Reclassification of Additional paid-in capital to Mezzanine equity in connection with issuance of contingently redeemable noncontrolling interest in subsidiary	$	—	$	14,520
Unpaid property, plant and equipment balances in accounts payable and accrued liabilities at end of period	$	2,871	$	5,756

See the accompanying notes to the unaudited condensed consolidated financial statements.

10

AMYRIS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

    

Note 1. Basis of Presentation and Summary of Significant Accounting Policies	11
Note 2. Balance Sheet Details	13
Note 3. Fair Value Measurement	17
Note 4. Debt	21
Note 5. Mezzanine Equity	22
Note 6. Stockholders' (Deficit) Equity	23
Note 7. Acquisitions	24
Note 8. Net Loss per Share Attributable to Common Stockholders	26
Note 9. Commitments and Contingencies	26
Note 10. Revenue Recognition, and Contract Assets and Liabilities	28
Note 11. Related Party Transactions	31
Note 12. Stock-based Compensation	32
Note 13. Subsequent Events	33

1. Basis of Presentation and Summary of Significant Accounting Policies

Amyris, Inc. and subsidiaries (collectively, Amyris or the Company) is a biotechnology company delivering sustainable science-based solutions for people and the planet. The Company creates, manufactures and commercializes consumer products and ingredients. Currently, the largest driver of the Company's revenue is derived from marketing and selling Clean Beauty, Personal Care and Health & Wellness consumer products through direct-to-consumer ecommerce platforms and a growing network of retail partners. The Company also sells sustainable ingredients to sector leaders that serve Flavor & Fragrance (F&F), Nutrition, Food & Beverage, and Clean Beauty & Personal Care end markets. The Company's ingredients and consumer products are powered by the Company's fermentation-based Lab-to-MarketTM technology platform, which leverages state-of-the-art machine learning, robotics and artificial intelligence, enabling the Company to rapidly bring new innovation to market.

The accompanying unaudited condensed consolidated financial statements of Amyris, Inc. should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, from which the condensed consolidated balance sheet as of December 31, 2021 is derived. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the accompanying unaudited interim condensed consolidated financial statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

The Company's cash and cash equivalents were $18.5 million as of September 30, 2022. In October 2022, the Company secured $75 million of debt financing from DSM Finance B.V. (DSM Finance). In addition, the Company is actively working to secure additional funding from a strategic transaction to meet the Company's spending obligations for the next 12 months following the issuance of these financial statements. Management currently expects that the company’s cash position combined with cash generated from operations, expected earnout payments along with planned price increases, operating expense reduction actions, debt, and, importantly, the successful completion of the aforementioned strategic transaction, to not raise substantial doubt about the Company’s ability to continue as a going concern for the next 12 months.

Significant Accounting Policies

Note 1, "Basis of Presentation and Summary of Significant Accounting Policies", to the audited consolidated financial statements in the 2021 Form 10-K includes a discussion of the significant accounting policies and estimates used in the preparation of the Company’s condensed consolidated financial statements. There have been no material changes to the Company's significant accounting policies and estimates during the nine months ended September 30, 2022.

11

Use of Estimates and Judgements

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant accounting policies below or specifically discussed in the Notes to Consolidated Financial Statements where such transactions are disclosed.

Accounting Update Recently Adopted

In the nine months ended September 30, 2022, the Company adopted this accounting standard update:

Convertible Debt, and Derivatives and Hedging. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. Adoption of this standard on January 1, 2022 in connection with the 2026 Convertible Senior Notes, decreased additional paid-in capital by $368.0 million, increased debt by the same amount, and decreased accumulated deficit by $6.0 million for debt discount accretion expense that was recorded prior to adoption.

Accounting Standards or Updates Not Yet Adopted

Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity's portfolio. Because the Company met the SEC definition of a smaller reporting company when ASU 2016-13 was issued, this new accounting standard will be effective for the Company in the first quarter of 2023. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures.

Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This standard will be effective for the Company in the first quarter of 2023 and will be applied prospectively to business combinations occurring on or after the effective date of the standard. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the guidance and the impact on its consolidated financial statements and related disclosures.

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2. Balance Sheet Details

Allowance for Doubtful Accounts

(In thousands)	Balance at Beginning of Period		Provisions		Write-offs, Net		Balance at End of Period
Nine months ended September 30, 2022	$	945	$	807	$	—	$	1,752
Nine months ended September 30, 2021	$	137	$	806	$	(4)	$	939

Inventories

(In thousands)	September 30, 2022		December 31, 2021
Raw materials	$	48,268	$	25,733
Work-in-process	12,473		6,941
Finished goods	68,591		42,396
Inventories	$	129,332	$	75,070

Prepaid Expenses and Other Current Assets

(In thousands)	September 30, 2022		December 31, 2021
Prepayments, advances and deposits	$	25,356	$	25,140
Note receivable(1)	10,000		—
Non-inventory production supplies	4,116		3,956
Recoverable taxes from Brazilian government entities	4,981		1,188
Other	3,545		3,229
Total prepaid expenses and other current assets	$	47,998	$	33,513

                

_______________________

(1) In March 2022, the Company loaned a privately-held company $10 million in exchange for a senior secured convertible promissory note (the Note, as amended from time to time) which unless earlier redeemed or converted into equity of the privately-held company, shall be repaid in tranches according to the terms of the Note by June 2023. The Note bears interest at 10% per annum and is convertible, at the Company's option, into equity of the privately-held company upon maturity of the Note or in the event of an initial public offering, equity financing, or corporate transaction (such as a sale or merger), in each case, at a conversion price that is dependent on a variety of factors. In addition, the Note is redeemable prior to maturity, at the issuer's option, in the event of one or more equity or debt financings, one or more asset sales, or an initial public offering, in each case equal to or greater than $65 million. The arrangement is accounted for as a loan. The Company will periodically evaluate the collectability of the loan, and an allowance for credit losses will be recorded if the Company concludes that all or a portion of the loan balance is no longer collectible.

Property, Plant and Equipment, Net

(In thousands)	September 30, 2022		December 31, 2021
Manufacturing facilities and equipment	$	86,799	$	51,855
Leasehold improvements	49,951		45,780
Computers and software	11,092		9,174
Furniture and office equipment, vehicles and land	3,907		3,688
Construction in progress	116,703		48,032
	268,452		158,529
Less: accumulated depreciation and amortization	(98,625)		(85,694)
Property, plant and equipment, net	$	169,827	$	72,835

During the three and nine months ended September 30, 2022 and 2021, depreciation and amortization expense, including amortization of right-of-use assets under financing leases, was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Depreciation and amortization expense	$	3,192	$	2,226	$	8,178	$	4,300

13

Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 30, 2022 were as follows:

(In thousands)	September 30, 2022
Balance at beginning of period	$	131,259
Additions	13,741
Effect of currency translation adjustment	(18,340)
Ending balance	$	126,660

Additions to goodwill during the nine months ended September 30, 2022 related to acquisitions completed during the period.

Intangible Assets, Net

During the nine months ended September 30, 2022, the Company recorded $22.9 million of intangible assets which related to customer relationships, trademarks, trade names, branded products, and software as a result of acquisitions completed during the period.

The following table summarizes the components of intangible assets (in thousands, except estimated useful life):

		September 30, 2022						December 31, 2021
Amounts in thousands	Estimated Useful Life (in Years)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Trademarks and trade names, and branded products	10	$	29,531	$	(2,189)	$	27,342	$	11,484	$	(496)	$	10,988
Customer relationships	5 - 16	8,513		(847)		7,666		8,197		(267)		7,930
Developed technology and software applications	5 - 12	20,050		(955)		19,095		19,962		(200)		19,762
Patents	17	600		(41)		559		600		(15)		585
Total intangible assets		$	58,694	$	(4,032)	$	54,662	$	40,243	$	(978)	$	39,265

Amortization expense for intangible assets was $1.2 million and $3.3 million for the three and nine months ended September 30, 2022 and is included in general and administrative expenses.

Total future amortization of intangible assets as of September 30, 2022 is as follows (in thousands):

Amounts in thousands
2022 (remainder)	$	1,137
2023	6,030
2024	7,029
2025	7,142
2026	6,894
Thereafter	26,430
Total future amortization	$	54,662

Leases

Operating Leases

The Company has operating leases primarily for administrative offices, laboratory equipment and other facilities. The operating leases have remaining terms that range from 1 to 18 years, and often include one or more options to renew. These renewal terms can extend the lease term for an additional 1 to 5 years and are included in the lease term when it is reasonably certain that the Company will exercise the option. The operating leases are classified as right-of-use (ROU) assets under operating leases on the Company's condensed consolidated balance sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make operating lease payments is included in "Lease liabilities" and "Lease liabilities, net of current portion" on the Company's condensed consolidated balance sheets. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company had $88.5 million and $32.4 million of operating lease ROU assets as of September 30, 2022 and December 31, 2021, respectively.

14

Operating lease liabilities were $77.5 million and $27.5 million as of September 30, 2022 and December 31, 2021, respectively. During the three months ended September 30, 2022 and 2021, the Company recorded $6.1 million and $2.3 million of operating lease amortization that was charged to expense, of which $0.5 million and $0.3 million was recorded to cost of products sold. During the nine months ended September 30, 2022 and 2021, the Company recorded $13.9 million and $5.8 million of operating lease amortization that was charged to expense, of which $1.1 million and $0.7 million was recorded to cost of products sold.

Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for real estate and marketing which may contain lease and non-lease components, which it has elected to treat as a single lease component.

Information related to the Company's ROU assets and related lease liabilities were as follows:

	Nine Months Ended September 30,
	2022	2021
Cash paid for operating lease liabilities, in thousands	$10,094	$5,659
Right-of-use assets obtained in exchange for new operating lease obligations, in thousands	$51,789	$3,397
Weighted-average remaining lease term (in years)	11.4	3.5
Weighted-average discount rate	19.5%	17.6%

Financing Leases

The Company has financing leases primarily for laboratory equipment. Assets purchased under financing leases are included in "Right-of-use assets under financing leases, net" on the condensed consolidated balance sheets. For financing leases, the associated assets are depreciated or amortized over the shorter of the relevant useful life of each asset or the lease term. Accumulated amortization of assets under financing leases totaled $1.4 million and $6.8 million as of September 30, 2022 and December 31, 2021, respectively.

Maturities of Financing and Operating Leases

Maturities of lease liabilities as of September 30, 2022 were as follows:

Years ending December 31: (In thousands)	Financing Leases		Operating Leases		Total Leases
2022 (Remaining Three Months)	$	5	$	3,624	$	3,629
2023	21		12,866		12,887
2024	21		21,942		21,963
2025	21		22,247		22,268
2026	16		22,682		22,698
Thereafter	—		228,662		228,662
Total lease payments	84		312,023		312,107
Less: amount representing interest	(21)		(234,536)		(234,557)
Total lease liability	$	63	$	77,487	$	77,550
Current lease liability	$	12	$	1,589	$	1,601
Noncurrent lease liability	51		75,898		75,949
Total lease liability	$	63	$	77,487	$	77,550

Other Assets

15

(In thousands)	September 30, 2022		December 31, 2021
Investments in equity securities	$	5,753	$	—
Equity-method investments in affiliates	$	3,934	$	9,443
Deposits	517		129
Other	2,998		994
Total other assets	$	13,202	$	10,566

16

Accrued and Other Current Liabilities

(In thousands)	September 30, 2022		December 31, 2021
Business acquisitions contingent consideration payable(1)	$	27,144	$	30,000
Payroll and related expenses	15,373		9,151
Accrued interest	14,596		9,572
Liability in connection with acquisition of equity-method investment	11,225		8,735
Asset retirement obligation(2)	3,671		3,336
Professional services	3,147		2,447
Contract termination fees	1,357		1,345
License fee payable	1,050		1,050
Tax-related liabilities	649		988
Other	6,329		4,833
Total accrued and other current liabilities	$	84,541	$	71,457

______________

(1)    Business acquisitions contingent consideration payable is the current portion of total acquisition-related contingent consideration.

(2)    The asset retirement obligation represents liabilities incurred but not yet discharged in connection with the Company's 2013 abandonment of a partially constructed facility in Pradópolis, Brazil.

17

3. Fair Value Measurement

Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The following tables summarize liabilities measured at fair value, and the respective fair value by input classification level within the fair value hierarchy:

(In thousands)	September 30, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities
Foris Convertible Note	$	—	$	—	$	64,206	$	64,206	$	—	$	—	$	107,427	$	107,427
Freestanding derivative instruments issued in connection with debt and equity instruments	—		—		3,303		3,303		—		—		7,062		7,062
Acquisition-related contingent consideration	—		—		40,275		40,275		—		—		64,762		64,762
Total liabilities measured and recorded at fair value	$	—	$	—	$	107,784	$	107,784	$	—	$	—	$	179,251	$	179,251

The Company did not hold any financial assets to be measured and recorded at fair value on a recurring basis as of September 30, 2022 or December 31, 2021, and there were no transfers between the levels during the nine months ended September 30, 2022 or the year ended December 31, 2021.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgements and consider factors specific to the asset or liability. The method of determining the fair value of embedded derivative liabilities is described subsequently in this note. Market risk associated with embedded derivative liabilities relates to the potential reduction in fair value and negative impact to future earnings from a decrease in interest rates.

Changes in fair value of derivative liabilities are presented as gains or losses in the condensed consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of derivative instruments". Changes in the fair value of debt that is accounted for at fair value are presented as gains or losses in the condensed consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of debt".

Freestanding Derivative Instruments

The Company has a contingent obligation to issue warrants for 1.9 million shares of common stock at a $2.87 purchase price and a two-year term. The warrants did not meet the derivative scope exception or equity classification criteria and was accounted for as a derivative liability. At September 30, 2022, the fair value of the contingently issuable warrants derivative liability was $3.3 million. For the three and nine months ended September 30, 2022, the Company recorded a loss of $1.7 million and a gain of $3.8 million, respectively, related to the change in fair value of these warrants.

Fair Value of Debt — Foris Convertible Note

At September 30, 2022, the contractual outstanding principal of the Foris Convertible Note was $50.0 million, and fair value was $64.2 million. The Company remeasured the fair value of the Foris Convertible Note under a binomial lattice model using the following inputs: (i) $2.92 stock price, (ii) 31% discount yield, (iii) 4.0% risk free interest rate (iv) 45% equity volatility and (v) 0% probability of change in control. The most sensitive input to the valuation model is the Company’s stock price in relation to the $3.00 conversion price. The Company assumed that if a change of control event were to occur, it would occur at the end of the calendar year. For the three and nine months ended September 30, 2022, the Company recorded a loss of 12.8 million and a gain of $43.2 million, respectively, related to change in fair value of the Foris Convertible Note.

Binomial Lattice Model

A binomial lattice model was used to determine whether the Foris Convertible Note would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made: (i) the convertible note will be converted early if the conversion value is greater than the holding value and (ii) the convertible note will be called if the holding value is greater than both (a) redemption price and (b) the conversion value at the time. If the convertible note is called, the holder will maximize their value by finding the optimal decision between (1) redeeming at the redemption price and (2) converting the convertible note. Using this lattice method, the Company valued the Foris Convertible Note using the "with-and-without method", where the fair value of the Foris Convertible Note including the embedded features is defined as the "with," and the fair value of the Foris Convertible Note excluding the embedded features is defined as the "without." This method estimates the

18

fair value of the Foris Convertible Note by considering the incremental value of the Foris Convertible Note with the embedded features. The lattice model uses the stock price, conversion price, maturity date, risk-free interest rate, estimated stock volatility, estimated credit spread and other instrument-specific assumptions. The Company remeasures the fair value of the Foris Convertible Note and records the change as a gain or loss from change in fair value of debt in the statement of operations for each reporting period.

Derivative Liabilities Recognized in Connection with the Issuance of Debt Instruments

The following table provides a reconciliation of the beginning and ending balances for the Company's derivative liabilities recognized in connection with the issuance of debt instruments, either freestanding or embedded, measured at fair value using significant unobservable inputs (Level 3):

(In thousands)	Derivative Liability
Balance at December 31, 2021	$	7,062
Change in fair value of derivative instruments	(3,759)
Balance at September 30, 2022	$	3,303

Valuation Methodology and Approach to Measuring the Debt Instrument Derivative Liabilities

The Company's outstanding derivative liabilities at September 30, 2022 and December 31, 2021 represent the fair value of a freestanding equity instrument. There is no current observable market for this type of derivative and, as such, the Company determined the fair value of the freestanding instrument using the Black-Scholes-Merton option pricing model for the periods ended September 30, 2022 and December 31, 2021. Input assumptions for the freestanding instrument are as follows:

	Range for Period Ended
Input assumptions for liability classified warrants:	September 30, 2022		December 31, 2021
Fair value of common stock on valuation date	$1.85 - $4.36		$5.41 - $19.10
Exercise price of warrants	$2.87		$2.87
Expected volatility	106% - 117%		107% - 114%
Risk-free interest rate	2.28% - 4.22%		0.16% – 0.73%
Expected term in years	2		2
Dividend yield	0.0	%	0.0 %

Changes in assumptions can have a significant impact on the valuation of the freestanding derivative liabilities and debt that the Company elects to account for at fair value. For example, all other things being equal, generally, an increase in the Company’s stock price, change of control probability, risk-adjusted yields, term to maturity/conversion or stock price volatility increases the value of the derivative liability.

Acquisition-related contingent consideration

The fair value of acquisition related contingent consideration (earnout payments) was determined using a Monte Carlo simulation to estimate the probability of the acquired business units achieving the relevant financial and operational milestones. The model results reflect the time value of money, non-performance risk within the required time frame, and the risk due to uncertainty in the estimated cash flows. Key inputs to the Monte Carlo simulation for the MenoLabs, LLC, (MenoLabs) acquisition were: Revenue Risk Adjustment of 6.2% and Annual Revenue Volatility of 35%. A significant decrease or increase in an acquired business unit’s financial performance and the timing of such changes could materially decrease or increase the fair value of contingent consideration period over period. Contingent consideration is recorded in other liabilities in the accompanying consolidated balance sheets.

The fair value of contingent consideration is classified as Level 3. Contingent consideration activity and balances are as follows:

19

(In thousands)	September 30, 2022
Beginning balance January 1, 2022	$	64,762
Issuance of contingent consideration in connection with acquisitions	440
Measurement period adjustment	(55)
Reclassification to short-term contingent liabilities	(24,872)
Ending balance September 30, 2022	$	40,275

Any change in the fair value of the contingent consideration liability is recognized in general and administrative expense and reflects the changes in the business unit’s expected performance over the remaining earnout period and the Company’s estimate of the likelihood of achieving the applicable operational milestones.

Assets and Liabilities Recorded at Carrying Value

Financial Assets and Liabilities

The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and other current accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates, if applicable. Loans payable and credit facilities are recorded at carrying value, which is representative of fair value at the date of acquisition. The Company estimates the fair value of these instruments using observable market-based inputs (Level 2). The carrying amount (the total amount of net debt presented on the balance sheet) of the Company's debt at September 30, 2022 and December 31, 2021, excluding the debt instruments recorded at fair value, was $749.6 million and $310.0 million, respectively. The fair value of such debt at September 30, 2022 and December 31, 2021 was $248.7 million and $328.0 million, respectively, and was determined by (i) discounting expected cash flows using current market discount rates estimated for certain of the debt instruments and (ii) using third-party fair value estimates for the remaining debt instruments. The decrease in fair value from December 31, 2021 to September 30, 2022 was due to an increase in interest rates used to measure fair value for disclosure purposes.

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4. Debt

Net carrying amounts of debt are as follows:

	September 30, 2022								December 31, 2021
(In thousands)	Principal		Unaccreted Debt Discount		Change in Fair Value		Net		Principal		Unaccreted Debt Discount		Change in Fair Value		Net
Convertible notes
2026 convertible senior notes	$	690,000	$	(16,073)	$	—	$	673,927	$	690,000	$	(380,939)	$	—	$	309,061
Related party convertible notes
Foris convertible note	50,041		—		14,165		64,206		50,041		—		57,386		107,427
Related party loans payable
Foris senior note	80,000		(6,008)		—		73,992		—		—		—		—
Loans payable and credit facilities
Other loans payable (revolving)	1,720		—		—		1,720		896		—		—		896
Total debt	$	821,761	$	(22,081)	$	14,165	813,845		$	740,937	$	(380,939)	$	57,386	417,384
Less: current portion							(88,348)								(108,323)
Long-term debt, net of current portion							$	725,497							$	309,061

Interest expense was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Contractual interest expense in connection with debt	$	3,554	$	2,173	$	10,385	$	8,023
Debt discount accretion	1,081		1,026		3,004		2,672
Interest expense in connection with debt	4,635		3,199		13,389		10,695
Discount accretion on liability in connection with acquisition of equity-method investment and with partnership liability, and other	1,654		1,122		3,467		4,162
Total interest expense	$	6,289	$	4,321	$	16,856	$	14,857

Adoption of ASU 2020-06

The adoption of ASU 2020-06 on January 1, 2022, in connection with the 2026 Convertible Senior Notes, decreased additional paid-in capital by $368.0 million, increased debt by the same amount, and decreased the accumulated deficit by $6.0 million for debt discount accretion expense that was recorded prior to adoption.

Amendment to Foris Convertible Note

On June 30, 2022, the Company and Foris Ventures, LLC (Foris) entered into an agreement to extend the maturity of the Foris convertible note from July 1, 2022 to July 1, 2023. The Company determined that the amendment constituted a debt modification, which resulted in the reclassification of the note from a current liability to noncurrent.

Issuance of Foris Senior Note

In September 2022, the Company issued an $80.0 million secured term loan facility to Foris (Foris Senior Note). The Foris Senior Note accrues interest at 7.0% per annum, which is capitalized as additional principal on a monthly basis. Principal and capitalized accrued interest is payable in tranches in April 2023, January 2024, and June 2024. As part of the arrangement, the Company issued 2,046,036 of common stock warrants at an exercise price of $3.91 to Foris with a term of three years. The warrants met the criteria of a freestanding instrument and qualified for equity accounting treatment. The Company determined that the fair value of the warrants at issuance was $5.8 million, which was recorded as debt discount, with an offset to Additional paid-in capital. The debt discount also includes debt issuance costs and will be accreted over the term of the note. There are other features in the Foris Senior Note that require bifurcation but for which fair value is de minimis; as a result, the Company has not separately accounted for those features.

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Future Minimum Payments

Future minimum payments under the Company's debt agreements as of September 30, 2022 are as follows:

(In thousands)	Convertible Notes		Related Party Convertible Notes		Loans Payable and Credit Facilities		Related Party Loans Payable		Total
2022 (Remaining Three Months)	$	5,175	$	—	$	52	$	—	$	5,227
2023	10,350		62,623		1,776		31,277		106,026
2024	10,350		—		—		55,811		66,161
2025	10,350		—		—		—		10,350
2026	700,379		—		—		—		700,379
Thereafter	—		—		—		—		—
Total future minimum payments	736,604		62,623		1,828		87,088		888,143
Less: amount representing interest	(46,604)		(12,582)		(108)		—		(59,294)
Less: future conversion of accrued interest to principal	—		—		—		(7,088)		(7,088)
Present value of minimum debt payments	690,000		50,041		1,720		80,000		821,761
Less: current portion of debt principal	—		(50,041)		(1,720)		(26,611)		(78,372)
Noncurrent portion of debt principal	$	690,000	$	—	$	—	$	53,389	$	743,389

5. Mezzanine Equity

Gates Foundation

Contingently redeemable common stock is comprised of proceeds from shares of common stock sold on May 10, 2016 to the Bill & Melinda Gates Foundation (the Gates Foundation). In connection with the stock sale, the Company and the Gates Foundation entered into an agreement under which the Company agreed to expend an aggregate amount not less than the proceeds from the stock sale to develop a yeast strain that produces artemisinic acid and/or amorphadiene at a low cost and to supply it to companies qualified to convert it to artemisinin for inclusion in artemisinin combination therapies used to treat malaria. If the Company defaults on its obligation to use the proceeds from the stock sale as set forth above or defaults under certain other commitments in the agreement, the Gates Foundation will have the right to request that the Company redeem, or facilitate the purchase by a third party, the shares then held by the Gates Foundation at a price per share equal to the greater of (i) the closing price of the Company’s common stock on the trading day prior to the redemption or purchase, as applicable, or (ii) an amount equal to $17.10 plus a compounded annual return of 10%. The Company concluded a redemption event was not probable to occur. As of September 30, 2022, the Company's remaining research and development obligation under this arrangement was $0.1 million.

Ingredion Contingently Redeemable Noncontrolling Interest in Subsidiary

On June 1, 2021, the Company sold 31% of the member units in RealSweet LLC (RealSweet), a 100% owned Amyris subsidiary, to Ingredion Corporation (Ingredion). Total consideration was $28.5 million, including $10 million cash, the exchange of a $4 million payable previously due to Ingredion, and $14.5 million of manufacturing intellectual property rights. The terms of the agreement provide both parties with put/call rights under certain circumstances, including the occurrence of either or both of the following: (i) a change in ownership of 50% or more of the voting shares of such Member; or (ii) a change in the right to appoint or remove a majority of the board of directors of such Member. The Company concluded this change in control provision was not solely within its control and Ingredion’s contingently redeemable noncontrolling interest should be reflected outside of permanent equity.

The redemption price of this common-share noncontrolling interest is considered to be at fair value on the redemption date. Ingredion’s noncontrolling interest is not currently redeemable and Amyris concluded a contingent redemption event is not probable to occur. The primary redemption contingency relates to a decrease in Ingredion’s ownership percentage below 8.4%, which is not likely to occur given that capital transactions require the unanimous consent of each member. Consequently, the noncontrolling interest will not be subsequently remeasured to its redemption amount until such contingency event and the related redemption are probable to occur; however, Amyris will continue to reflect the attribution of any losses and distribution of dividends to the noncontrolling interest each quarter. At the transaction date, the Company recorded the $28.5 million noncontrolling interest in RealSweet as Mezzanine equity - contingently redeemable noncontrolling interest, which represented the value of Ingredion’s 31% ownership interest in the net assets of the RealSweet subsidiary. Under the terms of the agreement, Amyris is funding the construction costs of the project, which are estimated to be approximately $150 million. As of

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September 30, 2022, the Company has funded approximately $120 million towards the project and has $14 million of contractual purchase commitments for construction related costs.

EcoFabulous Contingently Redeemable Noncontrolling Interest in Subsidiary

On January 26, 2022, Amyris acquired 70% of No Planet B LLC (d/b/a EcoFabulous) from No Planet B Investments, LLC. The name of No Planet B LLC has been changed to EcoFab, LLC (EcoFab). Concurrently, the Company and No Planet B Investments, LLC entered into an agreement to provide No Planet B Investments, LLC a right to require EcoFab to purchase its remaining 30% noncontrolling interest after (i) EcoFab achieves Net Revenues in excess of $100 million on an annualized basis or, if earlier, (ii) December 31, 2026. Amyris concluded this provision was not solely within its control and EcoFab’s contingently redeemable noncontrolling interest should be reflected outside of permanent equity.

The redemption price of this noncontrolling interest is considered to be at fair value on the redemption date. EcoFab’s noncontrolling interest is not currently redeemable and the Company concluded a contingent redemption event is probable to occur as the redemption date is no later than December 31, 2026. As a result, the noncontrolling interest will be recorded at the higher of (1) the cumulative amount that would result from applying the measurement guidance in ASC 810-10 or (2) the redemption price. When it is determined the redemption price exceeds the noncontrolling interest’s carrying amount, the Company will record a measurement adjustment. There was no adjustment for the three and nine months ended September 30, 2022. As of September 30, 2022, the Company recorded a $2.4 million EcoFab noncontrolling interest as Mezzanine equity - contingently redeemable noncontrolling interest, which included $3.1 million of the initial value of the Minority Member’s 30% ownership interest in the net assets of EcoFab and $0.7 million of losses attributable to the Minority Member during the nine months ended September 30, 2022.

6. Stockholders' (Deficit) Equity

Warrants and Rights Activity Summary

In connection with various debt and equity transactions, the Company has issued warrants exercisable for shares of common stock. The following table summarizes warrants outstanding at September 30, 2022:

Transaction	Year Issued	Expiration Date	Number Outstanding as of December 31, 2021	Additional Warrants Issued	Exercises	Expired	Exercise Price per Share of Warrants Exercised		Number Outstanding as of September 30, 2022	Exercise Price per Share as of September 30, 2022
Foris senior note warrants	2022	September 13, 2025	—	2,046,036	—	—	$	—	2,046,036	$	3.91
Blackwell / Silverback warrants	2020	July 10, 2023	1,000,000		—	—	$	—	1,000,000	$	3.25
January 2020 warrant exercise right shares	2020	January 31, 2022	431,378		(431,378)	—	$	2.87	—	$	—
May 2019 6.50% Note Exchange warrants	2019	January 31, 2022	960,225		(960,225)	—	$	2.87	—	$	—
May 2017 cash warrants	2017	July 10, 2023	1,492,652	—	(904,732)	—	$	2.87	587,920	$	2.87
May 2017 dilution warrants	2017	July 10, 2022	56,910	—	—	(56,910)	$	—	—	$	—
July 2015 related party debt exchange	2015	July 29, 2025	58,690	—	—	—	$	—	58,690	$	0.15
			3,999,855	2,046,036	(2,296,335)	(56,910)	$	2.87	3,692,646

In July 2022, Amyris entered into warrant agreement amendments with Silverback Opportunistic Credit Master Fund Limited (regarding warrants to purchase 80,000 shares at $2.87/share and 400,000 shares at $3.25/share) and Blackwell Partners (regarding warrants to purchase 507,920 shares at $2.87/share and 600,000 shares at $3.25/share) to extend the termination date of their respective warrants to July 10, 2023.

In September 2022, in connection with a debt financing, the Company issued 2,046,036 warrants at an exercise price of $3.91 per share to Foris, which expire September 13, 2025. The warrants met the criteria of a freestanding instrument and qualified for equity accounting treatment. The Company determined that the fair value of the warrants at issuance was $5.8 million, which was recorded to Additional paid-in capital. The fair value of the warrants was measured using the Company's warrants issuance-date common stock price of $4.05, a warrants exercise price of $3.91, expected volatility of 115%, a risk-free interest rate of 3.75%, an expected term of 3 years, and a 0% dividend yield.

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7. Acquisitions

The purchase accounting for the net assets acquired, including goodwill, and the fair value of the contingent consideration and noncontrolling interest for the following acquisitions is preliminarily recorded based on available information and incorporates management's best estimates. The purchase accounting for taxes remains preliminary pending receipt of certain information required to finalize the determination of fair value. The net assets acquired in the transaction are generally recorded at their estimated acquisition-date fair values, while transaction costs associated with the acquisition are expensed as incurred. These transactions were accounted for by the acquisition method and the results of operations were included in the Company’s consolidated financial statements from their respective acquisition dates.

EcoFab LLC.

On January 26, 2022, Amyris acquired 70% of No Planet B LLC (d/b/a EcoFabulous). EcoFabulous is focused on delivering high performance, makeup artist-quality clean beauty products in ecofriendly packaging, and priced for Gen Z consumers. The name of No Planet B LLC was changed to EcoFab, LLC (EcoFab). A third party, No Planet B Investments, LLC, holds 30% of the outstanding units of membership interests in EcoFab. The acquisition was accounted for as Mezzanine equity - contingently redeemable noncontrolling interest.

The purchase consideration for the acquisition of EcoFab consisted of $1.7 million in cash and 1,292,776 shares of Amyris stock with a fair value of $5.5 million. The noncontrolling interest had a fair value of $3.1 million as of the acquisition date.

The following table summarizes the purchase price allocation:

(In thousands)
Trademarks, trade names and other intellectual property	$	8,705
Customer relationships	512
Goodwill	1,023
Less: noncontrolling interest	$	(3,072)
Total consideration	$	7,168

Goodwill associated with this acquisition is not deductible for tax purposes.

Amyris has determined that (i) EcoFab is a variable-interest entity due to insufficient equity at risk, (ii) Amyris is the primary beneficiary of EcoFab due to its power to direct the activities that most significantly affect EcoFab’s economic performance, and (iii) Amyris has the ability to exert significant influence over EcoFab through its 70% equity ownership. As a result, EcoFab is accounted for as a consolidation.

MenoLabs, LLC.

On March 10, 2022, Amyris acquired MenoLabs, LLC, (MenoLabs), which was founded to fundamentally change how menopause is addressed by offering research-backed all-natural treatments of menopause symptoms. The acquisition of MenoLabs will serve as a catalyst to accelerate growth and establish a leadership position in the fast-growing menopause market.

MenoLabs was acquired for $16.2 million, consisting of $11.3 million in cash, the bridge loan of $0.5 million provided by Amyris in January 2022, 852,234 shares of Amyris stock with a fair value of $3.9 million, and contingent consideration with a fair value of $0.4 million. The contingent consideration consists of two potential payments of up to $10 million each during the 12-month period after the closing date and the fourth quarter of 2024, if both MenoLabs’s product revenues and profit margin meet certain targets (MenoLabs earnout payments). The MenoLabs earnout payments will be paid in cash or Amyris stock. The $0.4 million fair value of the MenoLabs earnout payments is recorded as other liabilities in the accompanying condensed consolidated balance sheets. Allocation of the contingent consideration payments between short-term and long-term liabilities on the accompanying consolidated balance sheets is based on management’s best estimates of when the relevant milestone will be achieved.

The following table summarizes the purchase price allocation:

(In thousands)
Net tangible assets	$	311
Branded products	5,600
Application (App)	3,600

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Goodwill	6,642
Total consideration	$	16,153

Goodwill associated with this acquisition is expected to be deductible for tax purposes.

Onda Beauty Inc.

On April 11, 2022, Amyris acquired Onda Beauty Inc. (Onda). Founded in 2014, Onda offers a curated matrix of brands as well as services, such as facials. Onda provides Amyris with a venue to test products, host events, and produce content in a luxury retail setting.

Onda was acquired for $4.9 million, consisting of $1.0 million cash at closing, Amyris stock valued at $3.5 million, estimated net working capital adjustment of $(0.1) million, and holdback consideration of $0.5 million to be paid in Amyris stock within 12 months after the closing date.

The following table summarizes the purchase price allocation:

(In thousands)
Net tangible liabilities	$	(630)
Trademarks, trade names and other intellectual property	4,275
Customer relationships	251
Goodwill	1,019
Total consideration	$	4,915

The allocated purchase price also included deferred tax liabilities attributable to the intangible assets, excluding goodwill. Goodwill associated with this acquisition is not deductible for tax purposes.

Interfaces Indústria E Comércio De Cosméticos Ltda.

On May 16, 2022, Amyris acquired Interfaces Indústria e Comércio de Cosméticos Ltda. (Interfaces). Interfaces is headquartered in São Paulo, Brazil and specializes in producing cosmetics for skin care, hair care, and makeup. The acquisition is deemed critical to sustain the Company’s growth, add operational resilience to its supply chain, reduce its dependency on third-party manufacturing, and increase the ability to source strategic components.

Interfaces was acquired for $6.7 million, consisting of $3.4 million cash at closing and $3.3 million cash to be paid over the following two years.

The following table summarizes the purchase price allocation:

(In thousands)
Net tangible assets	$	1,474
Goodwill	5,219
Total consideration	$	6,693

Goodwill associated with this acquisition is not deductible for tax purposes.

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8. Net Loss per Share Attributable to Common Stockholders

The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common stock and participating securities based on their respective rights if the participating security contractually participates in losses. The Company’s convertible preferred stock are participating securities as they contractually entitle the holders of such shares to participate in dividends and contractually require the holders of such shares to participate in the Company’s losses.

The following table presents the calculation of basic and diluted loss per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except shares and per share amounts)	2022		2021		2022		2021
Numerator:
Net loss attributable to Amyris, Inc.	$	(161,395)	$	(32,944)	$	(378,713)	$	(308,814)
Less: loss allocated to participating securities	—		—		—		787
Net loss attributable to Amyris, Inc. common stockholders	$	(161,395)	$	(32,944)	$	(378,713)	$	(308,027)
Interest on convertible debt	—		767		1,983		—
Gain from change in fair value of debt	—		(52,294)		(35,074)		—
Gain from change in fair value of derivative instruments	—		—		(3,738)		—
Net loss attributable to Amyris, Inc. common stockholders, diluted	$	(161,395)	$	(84,471)	$	(415,542)	$	(308,027)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic	322,286,529		300,888,579		318,400,804		286,919,463
Net loss per share, basic	$	(0.50)	$	(0.11)	$	(1.19)	$	(1.07)
Weighted-average shares of common stock outstanding	322,286,529		300,888,579		318,400,804		286,919,463
Effect of dilutive convertible debt	—		16,680,334		16,487,613		—
Effect of dilutive common stock warrants	—		—		238,505		—
Weighted-average shares of common stock equivalents used in computing net loss per share of common stock, diluted	322,286,529		317,568,913		335,126,922		286,919,463
Net loss per share, diluted	$	(0.50)	$	(0.27)	$	(1.24)	$	(1.07)

For the three months ended September 30, 2021 and for the nine months ended September 30, 2022, basic net loss per share differed from diluted net loss per share, because the inclusion of all potentially dilutive securities outstanding was dilutive. For the three months ended September 30, 2022 and for the nine months ended September 30, 2021, basic loss per share equaled diluted loss per share, because the inclusion of all potentially dilutive securities outstanding was antidilutive. The following table presents outstanding shares of potentially dilutive securities:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Period-end common stock warrants	3,633,956	4,256,065	3,633,956	4,256,065
Convertible promissory notes(1)	106,542,805	—	86,683,389	16,680,334
Period-end stock options to purchase common stock	4,621,782	3,157,279	4,621,782	3,157,279
Period-end restricted stock units	17,148,515	14,127,109	17,148,515	14,127,109
Contingently issuable common shares	823,761	—	823,761	—
Contingently issuable warrants	1,857,042	—	—	—
Total potentially dilutive securities excluded from computation of diluted loss per share	134,627,861	21,540,453	112,911,403	38,220,787

______________

(1)    The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect as of the respective period-end dates. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price under certain circumstances, which could potentially increase the dilutive shares outstanding. Another portion of the convertible promissory notes issued carries a provision for an increase in the conversion rate under certain circumstances, which could also potentially increase the dilutive shares outstanding.

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9. Commitments and Contingencies

Guarantor Arrangements

The Company has agreements whereby it indemnifies its executive officers and directors for certain events or occurrences while the executive officer or director is serving in his or her official capacity. The indemnification period remains enforceable for the executive officer's or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any future payments. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Company had no liabilities recorded for these agreements as of September 30, 2022 and December 31, 2021.

The Foris Convertible Note and the Foris Senior Note are collateralized by first-priority liens on substantially all of the Company's assets, including intellectual property, other than certain intellectual property licensed to DSM, international subsidiaries, and ownership interests in joint ventures. Certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the Foris Convertible Note and the Foris Senior Note.

In October 2021, the Company entered into a 10-year manufacturing partnership agreement with Renfield Manufacturing, LLC (Renfield) to provide manufacturing services and third-party logistics processes, including inventory management, warehousing, and fulfillment for certain of the Company’s consumer product lines. The Company also provided a $0.5 million letter of credit and guarantee to the lessor of the Renfield manufacturing facility, which extends through August 2032. If Renfield fails to perform under the facility lease, the Company can terminate the manufacturing agreement. The Company expects that its potential future performance under the guarantee is not probable of occurrence. Accordingly, the Company had no liabilities recorded for the guarantee as of September 30, 2022 and December 31, 2021.

Other Matters

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but will only be recorded when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgement. In assessing loss contingencies related to legal proceedings that are pending against and by the Company or unasserted claims that may result in such proceedings, the Company's management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

On April 3, 2019, a securities class action complaint was filed against Amyris and our CEO, John G. Melo, and former CFO, Kathleen Valiasek, in the U.S. District Court for the Northern District of California. The complaint seeks unspecified damages on behalf of a purported class that would comprise all persons and entities that purchased or otherwise acquired our securities between March 15, 2018 and March 19, 2019. The complaint, which was amended by the lead plaintiff on September 13, 2019, alleges securities law violations based on statements and omissions made by the Company during such period. On October 25, 2019, the defendants filed a motion to dismiss the securities class action complaint, which was denied by the court on October 5, 2020. The Company filed its answer to the securities class action complaint on October 26, 2020. In early 2021, the parties attended court-ordered mediation, but as the case did not settle, the parties commenced discovery. On July 30, 2021, plaintiffs filed a motion seeking class certification and the Company filed its opposition on September 24, 2021; after briefing and argument, it was granted in part on December 8, 2021. On December 22, 2021, the Company filed a petition seeking interlocutory review of that order in the U.S. Court of Appeals for the Ninth Circuit, which was fully briefed on January 14, 2022. On February 4, 2022, the parties reached a tentative settlement of the securities class action, which requires the court’s review and approval. On March 24, 2022, the parties submitted the proposed settlement agreement to the Court. A slightly revised proposed settlement agreement and supporting documents were filed on July 21, 2022. On July 22, 2022, the Court preliminarily approved the settlement agreement and set the hearing date for final approval on November 8, 2022. Upon approval of the settlement by the Court, the settlement amount of approximately $13.5 million will be covered by the Company’s director's and officer's insurance policy.

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Subsequent to the filing of the securities class action complaint described above, on June 21, 2019 and October 1, 2019, respectively, two separate purported shareholder derivative complaints were filed in the U.S. District Court for the Northern District of California (Bonner v. Doerr, et al., and Carlson v. Doerr, et al.) based on similar allegations to those made in the securities class action complaint and naming the Company, and certain of the Company’s current and former officers and directors, as defendants. The derivative lawsuits sought to recover, on the Company’s behalf, unspecified damages purportedly sustained by the Company in connection with allegedly misleading statements and omissions made in connection with the Company’s securities filings. The derivative lawsuits were dismissed on October 18, 2019 (Bonner) and December 10, 2019 (Carlson), without prejudice. On November 3, 2020, Bonner re-filed its derivative complaint against the Company in San Mateo County Superior Court. The Company filed its demurrer to the complaint on January 13, 2021, and attended a preliminary hearing on April 22, 2021. An additional shareholder derivative complaint (Kimbrough v. Melo, et al.), substantially identical to the Bonner complaint, was filed on December 18, 2020 in the United States District Court for the Northern District of California. On February 19, 2021, the Company filed its motion to dismiss the Kimbrough complaint. In response, the Kimbrough complaint was dismissed in federal court on March 4, 2021, and re-filed in state court on March 12, 2021. By agreement, the Kimbrough and Bonner complaints were consolidated for all purposes on April 9, 2021. The Company's motion to dismiss was granted without prejudice on June 30, 2021. After obtaining an extension, Bonner amended its complaint on February 22, 2022. On March 24, 2022, the Company filed a motion seeking full dismissal with prejudice of claims alleged in Bonner’s amended complaint. On June 20, 2022, the Court granted the Company's motion to dismiss Bonner's amended complaint without prejudice. On July 14, 2022, Bonner informed the Court that it does not intend to file a second amended complaint. On August 18, 2022, the Court issued the judgment in favor of Amyris and awarded an immaterial amount to cover its costs. On September 9, 2022, Bonner filed a notice of appeal of the Court's decision dismissing Bonner’s amended complaint.

On August 23, 2020, LAVVAN, Inc. (Lavvan) brought claims in arbitration against the Company under that certain Research, Collaboration, and License Agreement dated March 18, 2019, as amended, and on September 10, 2020, Lavvan filed a suit against the Company in the United States District Court for the Southern District of New York. The Company filed motions to compel arbitration or to dismiss on October 2, 2020. On October 30, 2020, Lavvan filed its opposition to the motions and the Company filed its reply to such opposition on November 13, 2020. The Court denied the Company's motions on July 26, 2021, and the Company appealed the Court's ruling regarding its motion to compel arbitration on July 27, 2021, filing its appeal to the U.S. Court of Appeals for the Second Circuit on November 4, 2021. The appellate briefing process was completed on January 19, 2022. The Court held an oral argument on September 9, 2022. On September 15, 2022, the Second Circuit denied the Company's appeal and remanded the case back to the district court for further adjudication. The evidentiary hearing took place in arbitration from October 24 to 28, 2022. The Company believes Lavvan's claims lack merit and intends to continue to defend itself vigorously.

The Company is subject to disputes and claims that arise or have arisen in the ordinary course of business and that have not resulted in legal proceedings or have not been fully adjudicated. Such matters that may arise in the ordinary course of business are subject to many uncertainties and outcomes, and are not predictable with reasonable assurance; therefore, an estimate of all the reasonably possible losses cannot be determined at this time. If one or more of these legal disputes or claims resulted in settlements or legal proceedings that were resolved against the Company for amounts in excess of management’s expectations, the Company’s condensed consolidated financial statements for the relevant reporting period could be materially adversely affected.

10. Revenue Recognition, and Contract Assets and Liabilities

Disaggregation of Revenue

The following table presents revenue by major product and service, as well as by primary geographical market, based on the location of the customer:

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	Three Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
North America	$	49,611	$	10,113	$	1,565	$	61,289	$	29,255	$	6	$	495	$	29,756
Europe	3,292		—		696		3,988		3,793		6,000		3,059		12,852
Asia	3,787		—		192		3,979		2,598		—		1,798		4,396
South America	763		—		—		763		457		—		—		457
Other	1,110		—		—		1,110		405		—		—		405
	$	58,563	$	10,113	$	2,453	$	71,129	$	36,508	$	6,006	$	5,352	$	47,866
	Nine Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
North America	$	122,530	$	10,546	$	4,285	$	137,361	$	79,574	$	11,006	$	745	$	91,325
Europe	16,919		15,334		6,886		39,139		9,265		149,800		8,309		167,374
Asia	10,446		—		576		11,022		10,932		—		5,322		16,254
South America	3,876		—		—		3,876		1,102		—		—		1,102
Other	2,647		—		—		2,647		986		—		—		986
	$	156,418	$	25,880	$	11,747	$	194,045	$	101,859	$	160,806	$	14,376	$	277,041

The following table presents revenue by major product and service, as well as by management classification:

	Three Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total		Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total
Consumer	$	45,067	$	7	$	1,481	$	46,555	$	22,984	$	6	$	—	$	22,990
Technology access	13,496		10,106		972		24,574		13,524		6,000		5,352		24,876
	$	58,563	$	10,113	$	2,453	$	71,129	$	36,508	$	6,006	$	5,352	$	47,866
	Nine Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total		Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total
Consumer	$	119,928	$	445	$	3,706	$	124,079	$	59,583	$	6	$	—	$	59,589
Technology access	36,490		25,435		8,041		69,966		42,276		160,800		14,376		217,452
	$	156,418	$	25,880	$	11,747	$	194,045	$	101,859	$	160,806	$	14,376	$	277,041

Significant Revenue Agreements and Customers

In connection with the significant revenue agreements discussed below and others previously disclosed, the Company recognized the following revenue:

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	Three Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
Sephora	$	10,790	$	—	$	—	$	10,790	$	9,080	$	—	$	—	$	9,080
DSM - related party	3,787		10,106		—		13,893		6,214		6,000		2,000		14,214
Ingredion / PureCircle	(296)		—		—		(296)		44		—		—		44
Subtotal revenue from significant revenue agreements	14,281		10,106		—		24,387		15,338		6,000		2,000		23,338
Revenue from all other customers	44,282		7		2,453		46,742		21,170		6		3,352		24,528
Total revenue from all customers	$	58,563	$	10,113	$	2,453	$	71,129	$	36,508	$	6,006	$	5,352	$	47,866
	Nine Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
Sephora	$	28,015	$	—	$	—	$	28,015	$	21,599	$	—	$	—	$	21,599
DSM - related party	11,164		25,376		4,000		40,540		12,495		149,612		6,000		168,107
Ingredion / PureCircle	2,452		—		—		2,452		2,297		10,000		—		12,297
Subtotal revenue from significant revenue agreements	41,631		25,376		4,000		71,007		36,391		159,612		6,000		202,003
Revenue from all other customers	114,787		504		7,747		123,038		65,468		1,194		8,376		75,038
Total revenue from all customers	$	156,418	$	25,880	$	11,747	$	194,045	$	101,859	$	160,806	$	14,376	$	277,041

DSM Ingredients Collaboration

Pursuant to the September 2017 research and development collaboration agreement, as amended, the Company provides DSM with research and development services for specific field of use ingredients. The Company concluded the amended agreement contained a single performance obligation to provide research and development services delivered over time and that revenue recognition is based on an input measure of progress as labor hours are expended each quarter. DSM funded the development work with $2.0 million quarterly from January 1, 2022 to June 30, 2022 for services focused on achieving certain fermentation yield and cost targets related to certain molecules. During the three and nine months ended September 30, 2022, the Company recognized zero and $4.0 million of collaboration revenue in connection with the agreement.

DSM License Agreement and Contract Assignment

In March 2021 the Company and DSM entered into a license agreement and asset purchase agreement pursuant to which DSM acquired exclusive rights to the Company’s Flavor and Fragrance (F&F) product portfolio. The Company granted DSM exclusive licenses covering specific intellectual property of the Company and assigned the Company’s rights and obligations under certain F&F ingredients supply agreements to DSM, in exchange for non-refundable upfront consideration totaling $150 million, and up to $235 million of contingent consideration if and when certain commercial milestones are achieved in each of the calendar years 2022 through 2024. The Company determined the licenses to be functional intellectual property and allocated $143.6 million of the transaction price to the licenses and recorded $143.6 million of licenses and royalties revenues in the three months ended March 31, 2021. The Company also concluded the additional contingent consideration represents variable consideration that is subject to a sales/usage-based threshold and is dependent upon the IP License. The Company will recognize revenue at the later of (1) when the underlying sales or usage has occurred and (2) the related performance obligation has been satisfied (or partially satisfied). During the three and nine months ended September 30, 2022, the Company recorded $10.1 million and $25.4 million, respectively, of license and royalties revenue and a corresponding contract asset under the contingent consideration provisions of the agreements.

Contract Assets and Liabilities

When a contract results in revenue being recognized in excess of the amount the Company has invoiced or has the right to invoice to the customer, a contract asset is recognized. Contract assets are transferred to accounts receivable, net when the rights to the consideration become unconditional.

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Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services such that control has not passed to the customer.

Trade receivables related to revenue from contracts with customers are included in accounts receivable on the condensed consolidated balance sheets, net of the allowance for doubtful accounts. Trade receivables are recorded for the sale of goods or the performance of services at the point of renewable product sale or in accordance with the contractual payment terms for licenses and royalties, and grants and collaborative research and development services for the amount payable by the customer to the Company.

Contract Balances

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers:

(In thousands)	September 30, 2022		December 31, 2021
Accounts receivable, net	$	40,410	$	37,074
Accounts receivable - related party, net	$	7,428	$	5,667
Contract assets	$	3,361	$	4,227
Contract assets - related party(1)	$	25,371	$	—
Contract liabilities	$	953	$	2,530
Contract liabilities, noncurrent(2)	$	—	$	111

(1) Contract assets - related party increased as the result of $25.4 million of licenses and royalties revenue recognized during the nine months ended September 30, 2022 that have not yet been invoiced to DSM.

(2) As of September 30, 2022 and December 31, 2021, contract liabilities, noncurrent is presented in Other noncurrent liabilities in the condensed consolidated balance sheets.

Remaining Performance Obligations

The following table provides information regarding the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) based on the Company's existing agreements with customers as of September 30, 2022.

(In thousands)	As of September 30, 2022
Remaining 2022	$	334
2023	143
2024	143
2025	143
2026 and thereafter	143
Total from all customers	$	906

The table above excludes estimated future revenues for performance obligations that are part of a contract that has an original expected duration of one year or less or a performance obligation with variable consideration that is recognized using the sales-based royalty exception for licenses of intellectual property.

11. Related Party Transactions

Related Party Debt

Related party debt was as follows:

	September 30, 2022								December 31, 2021
In thousands	Principal		Unaccreted Debt Discount		Change in Fair Value		Net		Principal		Unaccreted Debt Discount		Change in Fair Value		Net
Foris convertible note	$	50,041	$	—	$	14,165	$	64,206	$	50,041	$	—	$	57,386	$	107,427
Foris senior note	$	80,000	$	(6,008)	$	—	$	73,992	$	—	$	—	$	—	$	—

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Related Party Equity

In September 2022, the Company issued warrants to Foris. See Note 6, "Stockholders' (Deficit) Equity".

Related Party Revenue

See Note 10, "Revenue Recognition, and Contract Assets and Liabilities", for information about related party revenue transactions with DSM.

Related Party Accounts Receivable, Contract Assets and Accounts Payable

Related party accounts receivable, contract assets, and accounts payable were as follows:

(In thousands)	September 30, 2022		December 31, 2021
Accounts receivable - related party	$	7,428	$	5,667
Contract assets - related party	$	25,371	$	—
Accounts payable - related party	$	13,016	$	5,011

12. Stock-based Compensation

The Company’s stock option activity and related information for the nine months ended September 30, 2022 was as follows:

	Quantity of Stock Options	Weighted- average Exercise Price		Weighted-average Remaining Contractual Life, in Years	Aggregate Intrinsic Value, in Thousands
Outstanding - December 31, 2021	3,087,225	$	9.91	7.1	$	2,580
Granted	1,998,944	$	3.00
Exercised	(36,021)	$	2.84
Forfeited or expired	(428,366)	$	9.72
Outstanding - September 30, 2022	4,621,782	$	7.00	7.8	$	854
Vested or expected to vest after September 30, 2022	4,373,568	$	7.15	7.7	$	765
Exercisable at September 30, 2022	1,856,159	$	10.57	5.7	$	19

Activity related to the Company’s restricted stock units (RSUs), including performance-based restricted stock units (PSUs) for the nine months ended September 30, 2022 was as follows:

	Quantity of Restricted Stock Units	Weighted-average Grant-date Fair Value		Weighted-average Remaining Contractual Life, in Years
Outstanding - December 31, 2021	13,731,320	$	9.99	2.8
Awarded	7,580,711	$	3.36
Released	(3,071,868)	$	6.78
Forfeited	(1,091,648)	$	6.09
Outstanding - September 30, 2022	17,148,515	$	7.88	2.3
Vested or expected to vest after September 30, 2022	14,956,339	$	7.73	2.2

Stock-based compensation expense during the three and nine months ended September 30, 2022 and 2021 is reflected in the condensed consolidated statements of operations as follows:

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	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Cost of products sold	$	79	$	79	$	238	$	216
Research and development	1,606		1,565		5,007		3,945
Sales, general and administrative	10,624		7,261		31,299		17,772
Total stock-based compensation expense	$	12,309	$	8,905	$	36,544	$	21,933

As of September 30, 2022, $111.6 million of unrecognized compensation expense related to stock options and RSUs is expected to be recognized over a weighted-average period of 3.0 years.

13. Subsequent Events

DSM Term Loan

On October 11, 2022, Amyris and DSM Finance, as lender, entered into a Loan and Security Agreement (the DSM Loan Agreement) to make available to Amyris a secured term loan facility of up to $75 million (the DSM Loan Facility), consisting of two tranches: a $50.0 million tranche, which was drawn in full on October 11, 2022 and a $25.0 million tranche, which was drawn in full on November 7, 2022 (collectively, the Term Loan). The DSM Loan Agreement also includes a provision for a third tranche of $25.0 million on terms to be mutually agreed by the parties. The net proceeds of the DSM Loan Facility will be used for general corporate purposes.

The obligations under the Loan Facility are (i) guaranteed by certain Amyris subsidiaries, and (ii) secured by a perfected security interest in certain payment obligations (DSM Earn-outs) due to Amyris from DSM Nutritional Products Ltd. (DSM Nutritional) under the Asset Purchase Agreement dated March 31, 2021 between Amyris and DSM Nutritional.

The Term Loan will amortize as follows: (a) $25.0 million on October 11, 2023, (b) $25.0 million on October 11, 2024, and (c) any outstanding principal balance of the Term Loan on October 11, 2025; provided that the total amortization amount on any of the foregoing dates shall be reduced by the amount of any DSM Earn-Outs due to Amyris from DSM Nutritional during the one-year period prior to such dates. Term Loans under the Loan Facility will accrue interest at a 9% annual interest rate, with quarterly interest payments due in cash. Amyris paid DSM Finance an upfront structuring fee of $5.125 million.

Prepayment of the outstanding amounts under the Loan Facility will be required upon any DSM Earn-Outs becoming due from DSM Nutritional to Amyris and, after prepayment of $30.0 million of Amyris’s existing indebtedness with Foris Ventures, LLC, on a pro rata basis concurrently with any prepayments of outstanding indebtedness with Foris Ventures, LLC, upon the occurrence of a Change of Control and certain other prepayment events. In addition, Amyris may prepay the outstanding principal amount of the Term Loans before the Maturity Date without a prepayment fee.

Both DSM Finance and DSM Nutritional are affiliates of DSM International B.V., which is a shareholder of the Company and affiliated with Philip Eykerman, a member of the Company’s Board of Directors.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q. These discussions contain forward-looking statements reflecting our current expectations that involve risks and uncertainties which are subject to safe harbors under the Securities Act of 1933, as amended (the Securities Act), and the Securities Exchange Act of 1934 (the Exchange Act). These forward-looking statements include, but are not limited to, statements concerning any projections of financing needs, revenue, expenses, earnings or losses from operations, or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning product research, development and commercialization plans and timelines; any statements regarding expected production capacities, volumes and costs; any statements regarding anticipated benefits of our products and expectations for commercial relationships; any other statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q, in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the 2021 Form 10-K), and as applicable, in our other filings with the Securities and Exchange Commission. We do not assume any obligation to update any forward-looking statements.

Overview

We are a biotechnology company at the forefront of delivering sustainable science-based solutions that are better for people and the planet. To accelerate the world’s transition to sustainable consumption, we create, manufacture and commercialize consumer products and ingredients that reach more than 300 million consumers. Currently, the largest source of revenue is the marketing and selling of Clean Beauty, Personal Care and Health & Wellness consumer products through our direct-to-consumer ecommerce platforms and a growing network of retail partners. We also sell sustainable ingredients to sector leaders that serve Flavor & Fragrance (F&F), Nutrition, Food & Beverage, and Clean Beauty & Personal Care end markets.

We began 2021 with three consumer brands, Biossance® clean beauty skincare, Pipette® clean baby skincare, and PurecaneTM zero-calorie sweetener. During the second half of 2021, we launched five additional consumer brands in the Clean Beauty & Personal Care end market, including Terasana® clean skincare, Costa Brazil® luxury skincare, OLIKATM clean wellness, Rose Inc.TM clean color cosmetics, and JVNTM clean haircare. During the first half of 2022, we added MenoLabsTM, a brand focused on healthy living (including menopause).

Our ingredients and consumer products are powered by our Lab-to-MarketTM technology platform. This technology platform enables the portfolio connection between our proprietary science and formulation expertise, manufacturing capability at industrial scale, and expertise in commercializing high performance, sustainable products that make a difference in people’s lives. We believe that our technology platform offers advantages to traditional methods of sourcing similar ingredients (such as petrochemistry and extraction from organisms). Our technology platform allows for renewable and ethical sourcing of raw materials, less resource-intensive production, minimal impact on sensitive ecosystems, enhanced purity and safety profiles, less vulnerability to climate disruption, and improved supply chain resilience. We combine molecular biology and genetic engineering to generate more sustainable materials that are otherwise derived from scarce or endangered resources in nature. We leverage state-of-the-art machine learning, robotics and artificial intelligence to rapidly bring new innovation to market.

Our time taken from lab to market for the commercialization of molecules has decreased from three to four years to less than a year for our most recent molecule, primarily due to improved proprietary strain construction, screening and analytics tools, advanced lab automation, and data integration. Our state-of-the-art infrastructure includes industry-leading strain engineering and lab automation located in Emeryville, California, pilot-scale production facilities in Emeryville and Campinas, Brazil, a demonstration-scale facility in Campinas and a commercial scale production facility in Leland, North Carolina (which is part of our Aprinnova joint venture). A wide variety of feedstocks for precision fermentation exists but we source Brazilian sugarcane for our large-scale production because of its supply resilience, renewability, low cost, and relative price stability. As of September 30, 2022, we have commissioned the first two lines of our new purpose-built, large-scale precision fermentation facility in Brazil, which we anticipate will accommodate the manufacturing of up to five products concurrently. The remaining lines are expected to be commissioned during the fourth quarter of 2022. Pending full commissioning of the new facility, we

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continue to manufacture our products at manufacturing sites, some of which are third party, in Brazil, the United States and Europe.

Sales and Revenue

We recognize revenue from consumer and ingredient product sales, license fees and royalties, and collaborations and grants.

Consumer products are being sold in-store and online through retail partners such as, but not limited to, Sephora, Target, and Walmart. We also sell to consumers via our direct-to-consumer ecommerce platforms. Our ingredients are sold business-to-business directly to customers such as DSM, Ingredion, and other flavor, fragrance, and cosmetic companies or through our distribution partners.

We have research and development collaboration arrangements for which we receive payments from our collaboration partners, which include Koninklijke DSM N.V. (DSM), Givaudan, Firmenich SA (Firmenich), Yifan Pharmaceutical Co. Ltd. (Yifan), and others. Some of our collaboration arrangements provide for advance payments to us in consideration for grants of exclusivity or research efforts that we will perform. Our collaboration agreements, which may require us to achieve milestones prior to receiving payments, are expected to contribute revenues from product sales and royalties if and when they are commercialized. See Note 10, “Revenue Recognition” in Part II, Item 8 of our 2021 Form 10-K for additional information.

We have several other collaboration molecules in our development pipeline with partners including DSM, Givaudan, Firmenich, and Yifan that we expect will contribute revenues from product sales and royalties if and when they are commercialized.

COVID-19 Business Update

We closely monitor the impact of the global COVID-19 pandemic on all aspects of our business, including how it has and will impact our employees, partners, supply chain, and distribution network. Since the start of the pandemic in early 2020, we developed a comprehensive response strategy including establishing a cross-functional COVID-19 task force and implementing business continuity plans to manage the impact of the COVID-19 pandemic on our employees and our business. We have applied recommended public health strategies designed to prevent the spread of COVID-19 and have been focused on the health and welfare of our employees. We have successfully managed to sustain ongoing critical production campaigns and infrastructure while staying in compliance with applicable state and county public health orders.

Accordingly, since the end of the first quarter of 2020, we have initiated several precautions in accordance with local regulations and guidelines to mitigate the spread of COVID-19 infection across our businesses, which has impacted the way we carry out our business, including additional sanitation and cleaning procedures in our laboratories and other facilities, on-site COVID-19 testing, temperature and symptom confirmations and instituting remote working when possible. The operation of our sites will continue to follow local public health plans and guidelines. As the effects of the COVID-19 pandemic and the availability of vaccines continue to evolve, we have the flexibility to resume more restrictive on-site and remote work models, if needed, as a result of spikes or surges in COVID-19 infection, hospitalization rates or otherwise.

The global business challenges associated with the COVID-19 pandemic have been recently compounded by the ongoing conflict in Ukraine, which has caused significant instability and disruptions in the capital and credit markets, as well as inflation and increasing interest rates. A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for our products and in our ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain our collaboration partners and our suppliers, possibly resulting in development or supply disruption. We cannot anticipate all the ways in which the foregoing, and the current economic climate and financial market conditions generally, could adversely impact our business.

Critical Accounting Policies and Estimates

Management's discussion and analysis of results of operations and financial condition are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP). We believe that the critical accounting policies described in this section are those that significantly impact our financial condition and results of operations and require the most difficult, subjective or complex judgements, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. Because of this uncertainty, actual results may vary from these estimates.

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Our most critical accounting estimates include:

•Recognition of revenue including arrangements with multiple performance obligations;

•Valuation and allocation of fair value to various elements of complex related party transactions;

•The valuation of freestanding and embedded derivatives, which impacts gains or losses on such derivatives, the carrying value of debt, interest expense and deemed dividends;

•The valuation of debt for which we have elected fair value accounting; and

•The valuation of goodwill, intangible assets and contingent consideration payables, which are generated through business acquisitions.

Results of Operations

Revenue

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Revenue
Renewable products	$	58,563	$	36,508	$	156,418	$	101,859
Licenses and royalties	10,113		6,006		25,880		160,806
Collaborations, grants and other	2,453		5,352		11,747		14,376
Total revenue	$	71,129	$	47,866	$	194,045	$	277,041

Three Months Ended September 30, 2022

Total revenue increased by 49% to $71.1 million for the three months ended September 30, 2022 compared to the same period in 2021. Renewable products revenue increased by 60% to $58.6 million for the three months ended September 30, 2022 compared to the same period in 2021. This increase was driven by a $23.1 million or 98% increase in consumer products revenue due to the growth of Biossance, JVN, and Rose Inc., as well as contribution from new brand MenoLabs; however, all brands within the Company's clean beauty consumer portfolio demonstrated an increase in revenue year over year. Licenses and royalties revenue increased 68% to $10.1 million. Collaborations, grants and other revenue decreased $2.9 million to $2.5 million due to an increased focus on the development of molecules for our own marketing and formulation.

Nine Months Ended September 30, 2022

Total revenue decreased by 30% to $194.0 million for the nine months ended September 30, 2022 compared to the same period in 2021. Renewable products revenue increased by 54% to $156.4 million for the nine months ended September 30, 2022 compared to the same period in 2021. This increase was driven by a $64.2 million or 107% increase in consumer products revenue, partially offset by a $5.8 million decrease in ingredients product revenue. Consumer revenue growth was primarily driven by the growth of Biossance, JVN, and Rose Inc., as well as contribution from new brand MenoLabs; however, all brands within the Company's clean beauty consumer portfolio demonstrated an increase in revenue year over year. Licenses and royalties revenue decreased $134.9 million for the nine months ended September 30, 2022 compared to the same period in 2021, primarily due to prior year license revenue from the sale of flavors and fragrances intellectual property and granting certain farnesene technology rights to DSM and license revenue from the sale of RebM intellectual property to Ingredion. Collaborations, grants and other revenue decreased $2.6 million compared to the prior year period due to a greater focus on development programs for our own marketing and formulation.

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Costs and Operating Expenses

Costs and operating expenses were as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Cost of products sold	$	65,818	$	40,252	$	170,743	$	93,332
Research and development	28,780		23,824		81,249		69,580
Sales, general and administrative	124,709		70,635		358,212		162,897
Total cost and operating expenses	$	219,307	$	134,711	$	610,204	$	325,809

Included in costs and operating expenses were the following amounts of non-cash stock-based compensation expense:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Cost of products sold	$	79	$	79	$	238	$	216
Research and development	1,606		1,565		$	5,007	$	3,945
Sales, general and administrative	10,624		7,261		31,299		17,772
Total stock-based compensation expense	$	12,309	$	8,905	$	36,544	$	21,933

Cost of Products Sold

Cost of products sold represents the direct cost to produce our products and includes the costs of raw materials and related transportation costs, labor and overhead, amounts paid to contract manufacturers, inventory write-downs resulting from applying lower of cost or net realizable value inventory adjustments, and costs related to production scale-up. Due to our product mix of higher-margin, higher-volume consumer products and lower-margin, large-batch fermentation ingredients products, our cost of products sold may not change proportionately with changes in renewable product revenue in any given period.

Cost of products sold increased 64% to $65.8 million for the three months ended September 30, 2022 and 83% to $170.7 million for the nine months ended September 30, 2022, compared to the same periods in 2021, primarily driven by significant increases in sales volume of our consumer products. Our cost of products sold was also directly impacted by significant cost increases in raw material costs, transportation costs, with air freight as a principal driver, and other supply chain logistics costs. We expect that the insourcing of ingredients manufacturing following the full commissioning of the Barra Bonita facility, as well as the consolidation of the consumer production footprint, will mitigate unfavorable supply chain economics in future quarters.

Research and Development Expenses

Research and development expenses increased 21% to $28.8 million for the three months ended September 30, 2022 and 17% to $81.2 million for the nine months ended September 30, 2022, compared to the same periods in 2021, primarily due to increased headcount and related employee compensation and benefit costs.

Sales, General and Administrative Expenses

Sales, general and administrative expenses increased by 77% to $124.7 million for the three months ended September 30, 2022 and by 120% to $358.2 million for the nine months ended September 30, 2022, compared to the same periods in 2021. The increases were principally seen in Selling expense and primarily driven by a combination of increased headcount (both organic and from acquisitions), significant investments in both existing and developing brands for paid media and advertising, expanded retail and e-commerce sales in the U.S. and internationally, growth-driven consumer order fulfillment and shipping expense and comparatively low prior year travel expense due to COVID-19.

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Other Income (Expense), Net

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Interest expense	$	(6,289)	$	(4,321)	$	(16,856)	$	(14,857)
(Loss) gain from change in fair value of derivative instruments	(1,654)		4,778		3,759		(12,826)
(Loss) gain from change in fair value of debt	(12,689)		52,294		43,221		(204,359)
Loss upon extinguishment of debt	—		(680)		—		(27,058)
Other income (expense), net	1,688		690		(584)		40
Total other income (expense), net	$	(18,944)	$	52,761	$	29,540	$	(259,060)

Three Months Ended September 30, 2022

Total other income (expense), net was $18.9 million of expense for the three months ended September 30, 2022, compared to $52.8 million of income for the same period in 2021. The $71.7 million change was primarily comprised of a $65.0 million change to a loss in the current period from a gain in the prior period from change in fair value of debt, and a $6.4 million change to a loss in the current period from a gain in the prior period from change in fair value of derivative instruments. For the three months ended September 30, 2022, the loss from change in fair value of debt was due to an increase in interest rates used to measure fair value, and the loss from change in fair value of derivatives was driven by an increase in our stock price.

Nine Months Ended September 30, 2022

Total other income (expense), net was $29.5 million of income for the nine months ended September 30, 2022, compared to $259.1 million of expense for the same period in 2021. The $288.6 million change was primarily comprised of a $247.6 million change from loss to gain from change in fair value of debt, no loss upon extinguishment of debt in 2022 as compared to a $27.1 million loss in 2021, and a $16.6 million change from a loss to a gain from change in fair value of derivative instruments. The fluctuation in changes in fair value of debt and derivatives were driven by a decrease in our stock price at September 30, 2022 compared to the prior period.

Provision for Income Taxes

For the three months ended September 30, 2022, we recorded a tax provision of $0.2 million related to foreign income offset in part by an income tax benefit from an acquisition. For the nine months ended September 30, 2022, we recorded a tax benefit of $1.4 million, due to losses in our foreign affiliates and an income tax benefit from an acquisition. For the three and nine months ended September 30, 2021, we recorded a tax provision of $0.1 million and $0.2 million, respectively, related to accrued interest on uncertain tax positions.

Liquidity and Capital Resources

(In thousands)	September 30, 2022		December 31, 2021
Working capital	$	(36,780)	$	369,407
Cash and cash equivalents	$	18,489	$	483,462
Debt principal and lease obligations	$	899,311	$	768,656
Accumulated deficit	$	(2,730,381)	$	(2,357,661)

	Nine Months Ended September 30,
(In thousands)	2022		2021
Net cash provided by (used in):
Operating activities	$	(433,017)	$	(39,163)
Investing activities	$	(119,308)	$	(40,581)
Financing activities	$	88,507	$	164,054

Liquidity

We have made substantial investments in marketing, headcount, and working capital as we have expanded our consumer

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portfolio. Additionally, we have continued investing in the construction of our precision fermentation facility in Barra Bonita, Brazil. These strategic investments support the growth of our consumer portfolio, enhance consumer brand equity, and allow the insourcing of fermentation production to improve the unit costs of our ingredients portfolio.

In June 2022, we and Foris Ventures, LLC (Foris) executed an amendment to extend the maturity of the Foris $50.0 million convertible note from July 1, 2022 to July 1, 2023. In September 2022, we borrowed $80.0 million under a promissory note issued to Foris. As of September 30, 2022, the principal amounts due under our debt instruments (including related party debt) totaled $821.8 million, of which $78.4 million is classified as current.

We anticipate receiving certain milestone payments (earnouts) under the March 2021 DSM transaction (F&F) and the June 2021 Ingredion transaction (Reb M), which are subject to our successfully commissioning the Barra Bonita facility, producing ingredients, and achieving certain unit cost metrics. Milestone payments from DSM will be applied against our principal liability owed to DSM Finance.

Our cash and cash equivalents were $18.5 million as of September 30, 2022. In October 2022, we secured $75 million of debt financing from DSM Finance. In addition, we are actively working to secure additional funding from a strategic transaction to meet our spending obligations for the next 12 months following the issuance of these financial statements. Management currently expects that our cash position combined with cash generated from operations, the expected earnout payments, along with planned price increases, operating expense reduction actions, debt, and, importantly, the successful completion of the aforementioned strategic transaction, to not raise substantial doubt about our ability to continue as a going concern for the next 12 months.

Cash Flows during the Nine Months Ended September 30, 2022 and 2021

Cash Flows from Operating Activities

Our primary uses of cash in operating activities are costs related to the production and sale of our products and personnel-related expenditures, offset by cash received from renewable product sales, licenses and royalties, and collaborations.

For the nine months ended September 30, 2022, net cash used in operating activities was $433.0 million, consisting primarily of a $391.8 million net loss and a $54.0 million decrease in working capital, partly offset by $12.7 million of favorable non-cash adjustments. The non-cash adjustments were primarily comprised of $36.5 million of stock-based compensation expense and $15.5 million of depreciation and amortization, partly offset by a $43.2 million gain from change in fair value of debt.

For the nine months ended September 30, 2021, net cash used in operating activities was $39.2 million, consisting primarily of a $308.6 million net loss, partially offset by $279.0 million of favorable non-cash adjustments that were primarily comprised of a $204.4 million loss from change in fair value of debt, a $27.1 million loss upon extinguishment of debt, $21.9 million of stock-based compensation expense, and a $12.8 million loss from change in fair value of derivative instruments. Additionally, there was a $9.6 million decrease in working capital.

Cash Flows from Investing Activities

For the nine months ended September 30, 2022, net cash used in investing activities was $119.3 million, comprised of $101.5 million of property, plant and equipment purchases, principally related to our new Barra Bonita facility, and $17.8 million of cash paid in business combinations.

For the nine months ended September 30, 2021, net cash used in investing activities was $40.6 million, comprised of $22.1 million of property, plant and equipment purchases and $18.5 million of cash paid in business combinations.

Cash Flows from Financing Activities

For the nine months ended September 30, 2022, net cash provided by financing activities was $88.5 million, primarily comprised of $80.8 million of proceeds from debt issuance and $6.6 million of proceeds from warrant exercises.

For the nine months ended September 30, 2021, net cash provided by financing activities was $164.1 million, primarily comprised of $130.8 million of proceeds from the issuance of common stock in a public offering, $55.4 million of proceeds from warrant exercises and $10.0 million of proceeds from the issuance of a contingently redeemable noncontrolling interest in a subsidiary, partly offset by $25.9 million of debt principal payments, $3.0 million of principal payments on financing leases, a

39

$2.7 million distribution to a noncontrolling interest and $2.5 million of issuance costs incurred in connection with a debt modification.

Contractual Obligations

The following is a summary of our contractual obligations as of September 30, 2022:

Payable by year ending December 31, (In thousands)	Total		2022		2023		2024		2025		2026		Thereafter
Principal payments on debt	$	828,849	$	—	$	83,038	$	55,811	$	—	$	690,000	$	—
Interest payments on debt	59,294		5,227		22,988		10,350		10,350		10,379		—
Construction costs in connection with new production facility	13,848		13,848		—		—		—		—		—
Contract termination fees	1,357		1,357		—		—		—		—		—
Financing leases	84		5		21		21		21		16		—
Operating leases	312,177		3,624		12,866		21,942		22,247		22,682		228,816
Total	$	1,215,609	$	24,061	$	118,913	$	88,124	$	32,618	$	723,077	$	228,816

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk inherent in our market risk sensitive instruments and positions is the potential loss arising from adverse changes in the price of our common stock, foreign currency exchange rates, interest rates and commodity prices.

Amyris Common Stock Price Risk

We are exposed to potential losses related to the price of our common stock. At each balance sheet date, the fair value of our derivative liabilities and certain of our outstanding debt instruments for which we have elected fair value accounting, is remeasured using current fair value inputs, one of which is the price of our common stock.

During any particular period, if the price of our common stock increases, there will likely be increases in the fair value of our derivative liabilities and our debt instruments for which we have elected fair value accounting. Such increases in fair value will result in losses in our condensed consolidated statements of operations from change in fair value of derivative instruments and from change in fair value of debt. Conversely, a decrease in the price of our stock during any particular period will likely result in gains in relation to these derivative and debt instruments. Given the current and historical volatility of our common stock price, any changes period-over-period have and could in the future result in a significant change in the fair value of our derivative liabilities and convertible debt instruments and significantly impact our net income during the period of change.

Foreign Currency Exchange Risk

Most of our sales contracts are denominated in U.S. dollars, and therefore our revenues are not currently subject to significant foreign currency risk.

The functional currency of our consolidated Brazilian subsidiary is the local currency (Brazilian Real), in which recurring business transactions occur. We do not use currency exchange contracts as hedges against our investment in that subsidiary.

Our permanent investment in Brazil was $213.7 million as of September 30, 2022 and $133.9 million as of December 31, 2021, using the exchange rate at each date. A hypothetical 10% adverse change in Brazilian Real exchange rates would have had an adverse impact to Other Comprehensive Loss of $21.4 million as of September 30, 2022 and $13.4 million as of December 31, 2021.

We have also evaluated foreign currency exposure in relation to our other non-U.S. Dollar denominated assets and liabilities and determined that there would be an immaterial effect on our results of operations from 10% exchange rate fluctuations between those currencies and the U.S. Dollar.

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our outstanding debt obligations, including embedded derivatives therein. We generally invest our cash in investments with short maturities or with frequent interest reset terms. Accordingly, our interest income fluctuates with short-term market conditions. As of September 30, 2022, our investment portfolio consisted of money market funds and certificates of deposit, both of which are highly liquid. Due to the short-term nature of our investment portfolio, we do not believe that an immediate 10% increase in interest rates would have a material effect on the fair value of our portfolio. Since we believe we have the ability to liquidate our investment portfolio, we expect that our operating results or cash flows would not be materially affected by a sudden change in market interest rates on the portfolio.

In addition, changes in interest rates could significantly change the fair value of our embedded derivative liabilities.

As of September 30, 2022, all of our outstanding debt was in fixed rate instruments. As a result, changes in interest rates would not affect interest expense and payments in relation to our debt.

Commodity Price Risk

Our primary exposure to market risk for changes in commodity prices relates to our procurement of products from contract manufacturers, freight, packaging materials and other suppliers whose prices are affected by the price of sugar feedstocks and energy. The latter exposure is primarily managed through the use of feedstock pricing agreements.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer (CEO) and chief financial officer (CFO), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of September 30, 2022, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (SEC), and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II

ITEM 1. LEGAL PROCEEDINGS

For a description of our significant pending legal proceedings, please see Note 9, "Commitments and Contingencies" in the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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ITEM 1A. RISK FACTORS

The risks described in Part I, Item 1A, "Risk Factors" in our 2021 Form 10-K could materially and adversely affect our business, financial condition and results of operations, and the trading price of our common stock could decline. These risk factors do not identify all risks that we face; our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. The “Risk Factors” section of the 2021 Form 10-K remains current in all material respects.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On September 13, 2022, the Company issued to Foris Ventures LLC a warrant to purchase up to 2,046,036 shares of the Company’s common stock at an exercise price of $3.91 per share, with an exercise term of three years. This warrant was issued in a private placement pursuant to the exemption from registration. For more information, see Note 4, “Debt” and Note 6, “Stockholders' (Deficit) Equity” in Part I, Item I of this Quarterly Report on Form 10-Q.

On September 13, 2022 the Company sold and issued 1,420,456 shares of its common stock to WeMedia Shopping Network Holdings Co., Limited. pursuant to a negotiated agreement. The issuance was made as a private placement pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibit No.	Description	Incorporation by Reference
		Form	File No.	Exhibit	Filing Date	Filed Herewith
10.01	Amendment and Restatement Agreement, dated September 27, 2022, by and among the Company, the Subsidiary Guarantors and Foris Ventures, LLC					x
31.01	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					x
31.02	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(c) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					x
32.01b	Certification of Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					x
32.02b	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					x
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

b This certification shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	AMYRIS, INC.
By:	/s/ John G. Melo
	John G. Melo
	President and Chief Executive Officer (Principal Executive Officer)
	November 8, 2022
By:	/s/ Han Kieftenbeld
	Han Kieftenbeld
	Chief Financial Officer (Principal Financial Officer)
	November 8, 2022

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EX-10.01

Exhibit 10.01

This AMENDMENT AND RESTATEMENT AGREEMENT (this “Amendment”), dated as of September 27, 2022, is entered into by and among AMYRIS, INC., a Delaware corporation (the “Parent” or the “Borrower”), Amyris Clean Beauty, Inc., a Delaware corporation, Amyris Fuels, LLC, a Delaware limited liability company, AB Technologies LLC, a Delaware limited liability company, and any other Subsidiary of Parent that has delivered a Joinder Agreement (as defined herein) (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors” and together with Parent, collectively, the “Obligors” and each an “Obligor”), and FORIS VENTURES, LLC, a Delaware limited liability company, in its capacity as lender (the "Lender").

A. The parties hereto have entered into that certain Loan Agreement dated as September 13, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”); and

B. The parties hereto wish to amend and restate the Loan Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises herein contained and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Definitions. All capitalized terms not otherwise defined herein are used as defined in the Loan Agreement.

Section 2. Amendment and Restatement. As of the Effective Date (as defined below), the Loan Agreement is hereby amended and restated as set forth on Annex A to this Amendment.

Section 3. Conditions Precedent. Section 2 hereof shall become effective on the date (the “Effective Date”) on which the Lender shall have received:

3.1.evidence that Tranche 1 has been borrowed in full for the purposes permitted by this Agreement;

3.2.a Borrowing Base Certificate;

3.3.Intellectual Property search results and completed exhibits to the IP  Security Agreements;

3.4.certified copies, dated as of a recent date, of searches for financing statement filed in the central filing office of the State of Delaware, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with Tranche 1, will be terminated or released;

3.5.evidence satisfactory to Lender that the insurance policies and endorsements required by this Agreement are in full force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Lender;

3.6.a Solvency Certificate;

3.7. each JV Agreement to which an Obligor is party as at the Restatement Date;

3.8.a Security Agreement in customary form reasonably satisfactory to the Lender and the Guarantors, signed by each Obligor;

3.9.resolutions of each Obligor;

3.10.an opinion of Fenwick & West LLP;

3.11.payment of Lender’s costs and expenses, including counsel fees;

3.12.such other documents and other evidence as the Lender may reasonably require.

Section 4. Miscellaneous.

4.1     Representations and Warranties. Each Obligor hereby represents and warrants that (a) this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, except as limited by Bankruptcy Laws and equitable principles, (b) each of the representations and warranties set forth in the Loan Agreement and the other Loan Documents are true and correct in all material respects as of the date hereof (or with respect to representations and warranties expressly relating to an earlier date are true and correct in all material respects as of such earlier date), provided that if a representation or warranty is qualified as to materiality, with respect to such representation or warranty, such materiality qualifier shall be disregarded; (c) upon the Effective Date and immediately after giving effect to this Amendment, no Default or Event of Default shall exist, and (d) no event has occurred since the date of the most recent financial statements of the Obligors delivered to the Lender which could reasonably be expected to have a Material Adverse Effect.

4.2     Reaffirmations. The Obligors hereby acknowledge and confirm to the Lender and each Lender that (a) each Loan Document to which each such Obligor is a party are each hereby reaffirmed and ratified without qualification and are and remain in full force and effect in accordance with their respective terms, (b) the Liens and security interests of the Lender under the Loan Documents continue in full force and effect in accordance with their respective terms and have the same priority as before this Amendment, and (c) the constitutional and organizational documents of the Obligors, resolutions and incumbency certificates previously delivered to the Lender remain in full force and effect as of the Effective Date and have not been amended, modified or rescinded prior to the date hereof.

4.3     Loan Document. This Amendment is a Loan Document and all references to a “Loan Document” in the Loan Documents (including, without limitation, all such references in the representations and warranties in the Loan Documents) shall be deemed to include this Amendment.

4.4     References to the Loan Agreement. Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Loan Agreement as amended hereby, and each reference to the Loan Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Loan Agreement shall mean and be a reference to the Loan Agreement as amended hereby.\

4.5     No Other Changes. Except as specifically amended by this Amendment, all provisions of the Loan Agreement shall remain in full force and effect.

4.6     No partnership. Each Obligor agrees that the relationship between it, on one hand, and the Lender, on the other hand, under the Loan Documents is that of creditor and debtor

and not that of partners or joint venturers. This Consent does not constitute a partnership agreement or any other association among the parties. Each of the Obligors acknowledges that the Lender has (a) at all times in connection with the Loan Documents only as a creditor to it within the normal and usual scope of the activities normally undertaken by a creditor and in no event has the Lender attempted to exercise any control over it or its business or affairs, and (b) not taken or failed to take any action under or in connection with its respective rights under any of the Loan Documents that in any way, or to any extent, has interfered with or adversely affected its ownership of Collateral.

4.7    Release.

4.7.1In consideration of the agreements of the Lender set forth herein, each Obligor hereby releases, remises, acquits and forever discharges the Lender and the Lender's employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporation, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all action and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date of execution hereof, and in any way directly or indirectly arising out of or in any way connected to this Amendment and the other Loan Documents (all of the foregoing hereinafter called the “Released Matters”). Each Obligor acknowledges that the agreements in this section are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Each Obligor represents and warrants to the Lender that it has not purported to transfer, assign or otherwise convey any right, title or interest of such Obligor in any Released Matter to any other Person and that the foregoing constitutes a full and complete release of all Released Matters

4.7.2Each Obligor understands, acknowledges, and agrees that the release set forth above may be pleaded as a full and complete defense to any Released Matter and may be used as a basis for an injunction against any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the provisions of such release.

4.7.3Each Obligor agrees that no fact, event, circumstance, evidence, or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute, and unconditional nature of the release set forth above.

4.7.4In furtherance hereof, each Obligor expressly acknowledges and waives any and all rights under Section 1542 of the California Civil Code, which provides as follows,

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

4.7.5By entering into this Amendment, each Obligor recognizes that no facts or representations are ever absolutely certain and it may hereafter discover facts in addition to or different from those which it presently knows or believes to be true, but that it is the intention of such Obligor hereby to fully, finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected; accordingly, if such Obligor should subsequently discover that any fact that it relied upon in entering into this Amendment was untrue, or that any understanding of the facts was incorrect, such Obligor shall not be entitled to

set aside this Amendment or any release contained herein by reason thereof, regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Each Obligor acknowledges that it is not relying upon and has not relied upon any representation or statement made by the Lender with respect to the facts underlying this Amendment or with regard to any of such party's rights or asserted rights.

4.7.6The release set forth in this Amendment may be pleaded as a full and complete defense and/or as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted in breach of this release. Each Obligor acknowledges that the release contained in this Amendment constitutes a material inducement to the Lender to enter into this Amendment and that the Lender would not have done so but for the Lender's expectation that such release is valid and enforceable in all events.

4.7.7Each Obligor hereby absolutely, unconditionally and irrevocably covenants and agrees with and in favor of each Released Party that it will not sue (at law, in equity, in any regulatory proceeding, or otherwise) any Released Party on the basis of any Released Matter released, remised, and discharged by such Obligor pursuant to Section 4.7.1 hereof. If any Obligor violates the foregoing covenant, such Obligor, for itself and its successors and assigns, and its present and former members, managers, shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents, legal representatives, and other representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all attorneys' fees and costs incurred by any Released Party as a result of such violation.

4.8     No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lender under the Loan Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.

4.9     Governing Law. THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE OBLIGORS AND THE LENDER WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA..

4.10     Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns as provided in the Loan Agreement.

4.11     Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Amendment.

4.12     Miscellaneous. Sections 10.1, 10.4, 10.9, 10.10 and 10.15 of the Loan Agreement are deemed incorporated into this Amendment with all necessary changes.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW.]

IN WITNESS WHEREOF, the Obligors and the Lender have duly executed and delivered this Loan and Security Agreement as of the day and year first above written.

BORROWER:

AMYRIS, INC.

Signature:     /s/ Han Kieftenbeld        

Print Name:     Han Kieftenbeld        

Title:         Chief Financial Officer    

SUBSIDIARY GUARANTORS

AMYRIS CLEAN BEAUTY, INC.

Signature:     /s/ Han Kieftenbeld        

Print Name:     Han Kieftenbeld        

Title:         Chief Financial Officer    

AMYRIS FUELS, LLC

Signature:     /s/ Han Kieftenbeld        

Print Name:     Han Kieftenbeld        

Title:         Chief Financial Officer     

AB TECHNOLOGIES LLC

Signature:     /s/ Han Kieftenbeld        

Print Name:     Han Kieftenbeld        

Title:         Chief Financial Officer    

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT]

LENDER:

FORIS VENTURES, LLC.

Signature:     /s/ Barbara S. Hager        

Print Name:     Barbara S. Hager        

Title:         Manager            

[SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT]

ANNEX A

[Attached]

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This AMENDED AND RESTATEDLOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of September 27, 2022 (the “Restatement Date”), and is entered into by and among AMYRIS, INC., a Delaware corporation (the “Parent” or the “Borrower”), Amyris Clean Beauty, Inc., a Delaware corporation, Amyris Fuels, LLC, a Delaware limited liability company, AB Technologies LLC, a Delaware limited liability company, and any other Subsidiary of Parent that has delivered a Joinder Agreement (as defined herein) (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors” and together with Parent, collectively, the “Obligors” and each an “Obligor”), and FORIS VENTURES, LLC, a Delaware limited liability company, in its capacity as lender (the “Lender”).

SECTION 1.DEFINITIONS AND RULES OF CONSTRUCTION

1.1Unless otherwise defined herein, in this Agreement the following capitalized terms have the following meanings:

“Account Control Agreement(s)” means any agreement entered into by and among the Lender, any Obligor and a third party bank or other institution (including a Securities Intermediary) in which any Obligor maintains a Deposit Account or an account holding Investment Property and which grants the Lender a perfected security interest in the subject account or accounts.

“Advance(s)” means any Loan funds advanced under this Agreement.

“Advance Date” means the funding date of any Advance.

“Advance Request” means a request for an Advance submitted by the Borrowers to the Lender in substantially the form of Exhibit A.

“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and under “common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agreement” means this Loan and Security Agreement.

“Amendment Agreement” means that certain Amendment and Restatement Agreement made between the Lender and the Obligors and dated on or about the Restatement Date.

“Amortization Date” has the meaning given to it in Section 2.2(e).

“Anti-Terrorism Order” means Executive Order No. 13,224 as of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49,079 (2001), as amended.

“Assignee” has the meaning set forth in Section 10.13.

“Bankruptcy Code” means the federal Bankruptcy Reform Act of 1978 (11 U.S.C. Sections 101 et seq.).

“Bankruptcy Laws” means, collectively: (i) the Bankruptcy Code; and (ii) all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor-relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Borrower” has the meaning given to it in the preamble to this Agreement.

“Borrower Products” means all products, software, service offerings, technical data or technology currently being designed, manufactured or sold by any Obligor or which any Obligor intends to sell, license, or distribute in the future including any products or service offerings under development, collectively, together with all products, software, service offerings, technical data or technology that have been sold, licensed or distributed by any Obligor since their respective incorporations.

“Borrowing Base” means, on the last day of each calendar quarter, with respect to the Obligors, the sum of (i) all Cash and Cash Equivalents in one or more Deposit Accounts located in the United States and subject to an Account Control Agreement in favor of the Lender, plus (ii) the outstanding principal amount of all Eligible Accounts Receivable, plus (iii) the current net book value of Eligible Property, Plant and Equipment, plus (iv) $242,500,000.

“Borrowing Base Deficiency” means, at any time, the excess, if any, of (i) the Advances outstanding over (ii) the Borrowing Base.

“Business Day” means any day other than Saturday, Sunday and any other day on which banking institutions in the State of California are closed for business.

“Capital Stock” means: (i) in the case of a corporation, corporate stock or shares; (ii) in the case of an association or business entity other than a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash” means all cash and liquid funds.

“Cash Equivalents” means, as of any date of determination, any of the following: (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government, or (b) issued by any agency of the United States, the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from Standard & Poor’s Corporation or at least P-1 from Moody’s Investors Service; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from Standard & Poor’s Corporation or at least P-1 from Moody’s Investors Service; (iv) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by the Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator), and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either Standard & Poor’s Corporation or Moody’s Investors Service.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.), as amended from time to time.

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“Change in Control” means (i) any reorganization, recapitalization, consolidation or merger (or similar transaction or series of related transactions) of Parent, sale or exchange of outstanding Capital Stock (or similar transaction or series of related transactions) of Parent in which the holders of Parent’s outstanding Capital Stock immediately before consummation of such transaction or series of related transactions do not, immediately after consummation of such transaction or series of related transactions, retain shares representing more than 50% of the voting power of the surviving entity of such transaction or series of related transactions , in each case without regard to whether Parent is the surviving entity or (ii) Parent fails to own, directly or indirectly, 100% of the Capital Stock of any of its Subsidiaries.

“Claims” has the meaning set forth in Section 10.10.

“Closing Date” means September 13, 2022.

“Collateral” means the property described in Section 3.1.

“Collateral IP” means all Intellectual Property other than Excluded Intellectual Property.

“Confidential Information” has the meaning set forth in Section 10.12.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any Indebtedness or other obligations of another Person, including any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“Copyright License” means any written agreement granting (i) any right to exploit any Copyright, now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest, (ii) an immunity from suit under any Copyright, or (iii) an option to any of the foregoing.

“Copyrights” means all copyrights, whether registered or unregistered and published or unpublished, including copyrights in software, internet web sites, databases and the content thereof, held pursuant to the laws of the United States, any State thereof, or of any other country.

“Debt Transaction” means, with respect to Parent or any consolidated Subsidiary, any sale, issuance, placement, assumption or guaranty of funded Indebtedness (other than pursuant to this Agreement), whether or not evidenced by a promissory note or other written evidence of Indebtedness, other than Permitted Indebtedness.

“Deposit Accounts” means any “deposit accounts,” as such term is defined in the UCC, and includes any checking account, savings account, or certificate of deposit.

“Default” means any event which, with the passage of time or notice or both, would, unless cured or waived hereunder, become an Event of Default.

“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

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(i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(ii) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock convertible or exchangeable solely at the option of the issuer or a Subsidiary; provided, that any such conversion or exchange will be deemed an incurrence of Indebtedness or Disqualified Stock, as applicable); or

(iii) is redeemable at the option of the holder thereof, in whole or in part,

in the case of each of clauses (i), (ii) and (iii), no earlier than the 91st day after the Term Loan Maturity Date.

“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.

“DSM” means DSM Finance B.V.

“DSM Loan Agreement” means that certain loan agreement made between, among others, DSM or one of its Affiliates and the Borrower and dated on or around October 3, 2022.

“DSM Security Agreement” means that certain security agreement between the Borrower and DSM or one of its Affiliates dated on or around October 3, 2022.

“Eligible Accounts Receivable” means a receivable owing to any Obligor which: (i) is denominated and payable in U.S. Dollars; (ii) is payable by an obligor that is not an Affiliate of the applicable Obligor (and for this purpose each DSM Receivable shall be considered payable by an obligor that is not an Affiliate of the applicable Obligor); (iii) is not more than 90 days past due or 120 days past the original invoice date of such receivable; (iv) arises under a duly authorized contract for the sale and delivery of goods and services in the ordinary course of the applicable Obligor’s business that (a) is in full force and effect and that is a valid, binding and enforceable obligation of the related obligor, (b) conforms in all material respects with all applicable laws, rulings and regulations in effect, (c) that is not the subject of any asserted dispute, offset, hold back, defense, adverse claim or other claim, and (d) in which the applicable Obligor has good and marketable title, and that is freely assignable by the applicable Obligor (including without any consent of the related obligor unless such consent has already been obtained); (v) constitutes an “account” or “general intangible” (each, as defined in the UCC), and that is not evidenced by “instruments” or “chattel paper” (each, defined in the UCC); (vi) represents amounts earned and payable by the obligor that are not subject to any condition or subsequent deliverables; and (vii) is not otherwise deemed ineligible as a result of risks determined by the Lender in its reasonable discretion.

“Eligible Property, Plant and Equipment” means all Property Plant and Equipment determined in accordance with GAAP which is located in the United States and for which any Obligor has good and marketable title, free and clear of all Liens other than Permitted Liens of the types set forth in clauses (i), (iii), (iv), (v), (x), and (xiii) of the definition thereof.

“Environmental Laws” means all applicable federal, state, local and foreign Laws, statutes, ordinances, codes, rules, legally binding standards and regulations, now or hereafter in effect, and in each case as amended or supplemented from time to time, and any applicable non-appealable judicial or administrative interpretation thereof, including any applicable legally binding judicial or administrative order, consent decree or judgment, imposing liability or standards of conduct for or relating to the regulation and protection of human health and safety (to the extent related to exposure to Hazardous Materials), the environment and natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation).

“Environmental Liabilities” means, with respect to any Person, all liabilities, obligations, costs, losses, damages, fine, penalties and expenses (including all fees, disbursements and expenses of counsel, experts and consultants), incurred as a result of or related to any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, arising under or related to any Environmental Laws or

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permits, or in connection with any Release or threatened Release or presence of a Hazardous Material whether on, at, in, under, from or about or in the vicinity of any real or personal property.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ERISA Affiliate” means, with respect to each Obligor, any trade or business (whether or not incorporated) which, together with such Obligor, is treated as a single employer within the meaning of Sections 414(b) or (c) of the IRC (or, solely for purposes of Section 302 of ERISA or Sections 412 and 430 of the IRC, Section 414(m) or (o) of the IRC).

“Event of Default” has the meaning set forth in Section 8.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Excluded Intellectual Property” means: (a) all Intellectual Property that (i) constitutes “AMYRIS Licensed IP” as defined in the License Agreement regarding Diesel Fuel in the EU, dated as of March 21, 2016, as amended, by and among the Parent and Total Raffinage Chimie S.A., as assignee of Total Energies Nouvelles Activités USA, but solely to the extent of the field of use granted in such agreement, (ii) constitutes “AMYRIS Licensed IP” as defined in the Amended & Restated Jet Fuel License Agreement, dated as of March 21, 2016, as amended, by and among the Parent and Total Amyris BioSolutions B.V., but solely to the extent of the field of use granted in such agreement and (iii) is subject to the Farnesene Intellectual Property License, dated as of November 14, 2017, by and between DSM Nutritional Products Ltd. and Parent, but solely to the extent of the field of use granted in such license and solely for the purposes of manufacturing Vitamin E and (iv) is related to Parent’s flavor and fragrances business under the License and Drawing Rights Agreement entered into by Parent and DSM Nutritional Products Ltd. on March 31, 2021, and in each case of clauses (i) and (ii), as such agreements were in effect as of June 29, 2018, and in the case of clause (iii), as such agreement existed as of December 14, 2018; (b) United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law; and (c) [reserved]. For the avoidance of doubt, upon the reversion of such rights in the DSM Collateral to being Collateral pursuant to the foregoing sentence, Lender’s Lien on the DSM Collateral will be superior to any Lien in favor of any other Person.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to the Lender or required to be withheld or deducted from a payment to the Lender, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (a) imposed as a result of the Lender being organized under the laws of, or having its principal office or, in the case of the Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (b) imposed as a result of a present or former connection between the Lender and the jurisdiction imposing such Tax (other than connections arising from the Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Loan or Loan Document), (ii) in the case of the Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of the Lender with respect to an applicable interest in the Loan or commitment pursuant to a law in effect on the date on which (a) the Lender acquires such interest in the Loan or commitment or (b) the Lender changes its lending office, except, in each case, to the extent that, pursuant to Section 7.10, amounts with respect to such Taxes were payable either to the Lender’s assignor immediately before the Lender became a party hereto or to the Lender immediately before it changed its lending office, and (iii) if, upon prior written request therefor, the Lender fails to provide the Obligors with a duly executed IRS Form W-9 or appropriate IRS From W-8.

“Financial Statements” has the meaning set forth in Section 7.1.

“Foreign Government Scheme or Arrangement” has the meaning set forth in Section 5.23(c).

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“Foreign Plan” has the meaning set forth in Section 5.23(c).

“Foreign Subsidiary” means any Subsidiary other than a Subsidiary organized or formed under the laws of any state within the United States or the District of Columbia.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, that the definitions set forth in this Agreement and any financial calculations required by the Loan Documents shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the date hereof.

“Governmental Approval”: any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Group Members” means the Obligors and their respective Subsidiaries and “Group Member” means any of them.

“Hazardous Material” means hazardous waste, hazardous substance, pollutant, contaminant, toxic substance, oil, hazardous material, chemical or other similar substance to the extent each of the foregoing is regulated by any Environmental Law.

“Indebtedness” means indebtedness of any kind including, without limitation (i) all indebtedness for borrowed money or the deferred purchase price of property or services, including reimbursement and other obligations with respect to surety bonds and letters of credit, (ii) all obligations evidenced by notes, bonds, debentures or similar instruments, (iii) all capital lease obligations, (iv) all Contingent Obligations, and (v) Disqualified Stock.

“Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Obligor under any Loan Document and (ii) to the extent not otherwise described in (i), Other Taxes.

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Intellectual Property” means all of each Obligors’ (i) rights anywhere in the world in and to Copyrights; Trademarks; Patents; Licenses; trade secrets, confidential and proprietary information, including know-how, manufacturing and production processes and techniques, research and development information, databases and data, customer and supplier lists and information; inventions; mask works; domain names and social media identifiers; all other intellectual and industrial property rights of any type; and the rights to sue for past, present and future infringement, misappropriation or other violation of any of the foregoing and any harm to the goodwill associated therewith, and (ii) all tangible embodiments of the foregoing.

“Investment” means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan, advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets or a business line or division of another Person or the purchase of any assets of another Person for greater than the fair market value of such assets to solely the extent of the amount in excess of the fair market value.

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“IP Security Agreement” means each certain Intellectual Property Security Agreement entered into between an Obligor and Lender in accordance with this Agreement.

“IRC” means the Internal Revenue Code of 1986, as amended, and any successor thereto (unless otherwise specified therein).

“IRS” means the Internal Revenue Service, or any successor thereto.

“Joinder Agreements” means for each Domestic Subsidiary that is required to be a Subsidiary Guarantor, a completed and executed Joinder Agreement in substantially the form attached hereto as Exhibit H.

“Laws” means any federal, state, local and foreign statute, law, treaty, judicial decision, regulation, guidance, guideline, ordinance, rule, judgment, order, decree, code, injunction, permit, concession, grant, franchise, governmental (or quasi-governmental) agreement, governmental (or quasi-governmental) restriction or determination of an arbitrator, court or other Governmental Authority (whether or not having the force of law), whether now or hereafter in effect.

“Lender” has the meaning set forth in the preamble to this Agreement.

“Letter Agreement” means that certain Letter Agreement between the Lender and the Borrowers dated on or about the Closing Date.

“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any conditional sale or other title retention agreement, and any lease in the nature of a security interest; provided, that for the avoidance of doubt, licenses, strain escrows and similar provisions in collaboration agreements, research and development agreements that do not create or purport to create a security interest, encumbrance, levy, lien or charge of any kind shall not be deemed to be Liens for purposes of this Agreement.

“Litigation” has the meaning set forth in Section 5.5.

“Loan” means the Advances made under this Agreement.

“Loan Documents” means this Agreement, the Amendment Agreement, the Notes (if any), the Account Control Agreements, the Joinder Agreements, all UCC financing statements, the IP Security Agreements, the Warrant, each Security Document and any other documents executed in connection with the Secured Obligations or the transactions contemplated hereby, as the same may from time to time be amended, modified, supplemented or restated.

“Material Adverse Effect” means a material adverse effect upon: (i) the business, operations, properties, assets, or condition (financial or otherwise) of the Obligors; or (ii) the ability of the Obligors to perform the Secured Obligations in accordance with the terms of the Loan Documents, or the ability of the Lender to enforce any of its rights or remedies with respect to the Secured Obligations; or (iii) the Collateral or the Lender’s Liens on the Collateral or the priority of such Liens.

“Maximum Rate” has the meaning set forth in Section 2.2.

“Minimum Revenue” has the meaning set forth in the Letter Agreement.

“Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, and to which any Obligor or any ERISA Affiliate is making, is obligated to make, has made or been obligated to make, contributions on behalf of participants who are or were employed by any of them.

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“Note” means each Term Note issued hereunder.

“Obligor” has the meaning given to it in the preamble.

“OFAC” has the meaning set forth in Section 5.22(b).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.

“Parent” has the meaning set forth in the preamble to this Agreement.

“Patent License” means any written agreement in which any Obligor now holds or hereafter acquires any interest that (i) grants any right with respect to any invention or any Patent, (ii) agrees to refrain from asserting or grants immunity from suit under any Patent or invention, or (iii) grants an option to any of the foregoing.

“Patents” means all letters patent of, or rights corresponding thereto, in the United States or in any other country, all applications (including provisional, continuation (in-whole or in-part), and divisional applications) of the foregoing and any other pre-grant variations thereof, and all reissues, reexaminations, renewals, extensions and other post-grant variations thereof in the United States or any other country.

“Permitted Indebtedness” means (i) Indebtedness of the Obligors in favor of the Lender arising under this Agreement or any other Loan Document; (ii) Indebtedness existing on, or committed for but not yet outstanding as of the Restatement Date which is disclosed in Schedule l A; (iii) Indebtedness of up to $10,000,000 outstanding at any time secured by a Lien described in clause (vii) of the defined term “Permitted Liens,” provided such Indebtedness does not exceed the cost of the Equipment and related expenses financed with such Indebtedness; (iv) Indebtedness to trade creditors incurred in the ordinary course of business due within 90 days, including Indebtedness incurred in the ordinary course of business with corporate credit cards; (v) Indebtedness that also constitutes a Permitted Investment; (vi) Indebtedness under the DSM Loan Agreement in a maximum principal amount not to exceed $100,000,000; (vii) reimbursement obligations in connection with letters of credit or similar instruments that are secured by Cash or Cash Equivalents and issued on behalf of any Obligor or a Subsidiary thereof in an amount not to exceed $500,000 at any time outstanding; (viii) [reserved]; (ix) [reserved]; (x) [reserved]; (xi) Contingent Obligations that are guarantees of Indebtedness described in clauses (i) through (x) or other obligations of others that do not otherwise constitute Indebtedness; (xii) extensions, refinancings and renewals of any items of Permitted Indebtedness, provided, that the principal amount is not increased or the terms modified to impose materially more burdensome terms upon any Obligor or its Subsidiary, as the case may be.

“Permitted Intellectual Property Licenses” means (i) licenses of Intellectual Property rights granted by any Obligor that are in existence at the Restatement Date and (ii) non-perpetual licenses of Intellectual Property rights granted by any Obligor in the ordinary course of business on arm’s length terms consisting of the licensing of technology, the development of technology or the providing of technical support which may include licenses with unlimited renewal options solely to the extent such options require mutual consent for renewal or are subject to financial or other conditions as to the ability of licensee to perform under the license; provided such license was not entered into during continuance of an Event of Default.

“Permitted Investment” means: (i) Investments existing on the Restatement Date which are disclosed in Schedule 1B; (ii) (a) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one year from the date of acquisition thereof, (b) commercial paper maturing no more than one year from the date of creation thereof and currently having a rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, (c) certificates of deposit issued by any bank with assets of at least $500,000,000 maturing no more than one year from the date of investment therein, and (d) money market

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accounts; (iii) repurchases of stock from former employees, directors, or consultants of any Obligor under the terms of applicable repurchase agreements at the original issuance price of such securities in an aggregate amount not to exceed $250,000 in any fiscal year, provided, that no Event of Default has occurred, is continuing or would exist after giving effect to the repurchases; (iv) Investments accepted in connection with Permitted Transfers; (v) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of the Obligors’ business; (vi) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers in the ordinary course of business and consistent with past practice, provided, that this subparagraph (vi) shall not apply to Investments of any Obligor in any Subsidiary; (vii) Investments consisting of loans not involving the net transfer on a substantially contemporaneous basis of cash proceeds to employees, officers or directors relating to the purchase of Capital Stock of any Obligor pursuant to employee stock purchase plans or other similar agreements approved such Obligor’s Board of Directors; (viii) Investments consisting of travel advances in the ordinary course of business; (ix) Investments in existing Domestic Subsidiaries and newly-formed Domestic Subsidiaries, provided, that each such newly-formed Domestic Subsidiary enters into a Joinder Agreement promptly after its formation by any Obligor and execute such other documents as shall be reasonably requested by the Lender; (x) Investments in Subsidiary Guarantors; (xi) Investments in Foreign Subsidiaries that are not Subsidiary Guarantors which (A) are required in the ordinary course of business to fund the day to day operations of the Foreign Subsidiaries in an amount not to exceed (1) $200,000 per month with respect to Amyris Bio Products Portugal, Unipessoal, Lda. and (2) $5,000,000 per month with respect to Amyris Biotecnologia do Brasil Ltda.; (xii) Investments in an amount not to exceed $1,000,000 per year with respect to the Aprinnova, LLC joint venture with Nikko Chemicals Co., Ltd.; (xiii) Permitted Intellectual Property Licenses; and (xiv) additional Investments that do not exceed $50,000 in the aggregate.

“Permitted Liens” means any and all of the following: (i) Liens in favor of the Lender; (ii) Liens existing or pending on the Restatement Date which are disclosed in Schedule 1C; (iii) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings; provided, that each Obligor maintains adequate reserves therefor in accordance with GAAP; (iv) Liens securing claims or demands of materialmen, artisans, mechanics, carriers, warehousemen, landlords and other like Persons arising in the ordinary course of business; provided, that the payment thereof is not yet required; (v) Liens arising from judgments, decrees or attachments in circumstances which do not constitute an Event of Default hereunder; (vi) the following deposits, to the extent made in the ordinary course of business: deposits under workers’ compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations (other than Liens arising under ERISA or environmental Liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds; (vii) Liens on Equipment or software or other intellectual property constituting purchase money Liens and Liens in connection with capital leases securing Indebtedness permitted in clause (iii) of “Permitted Indebtedness”; (viii) Liens under the DSM Security Agreement in relation to the earnouts to be received by the Borrower in connection with that certain Asset Purchase Agreement entered into by the Borrower and DSM Nutritional Products Ltd. on March 31, 2021; (ix) leasehold interests in leases or subleases and licenses granted in the ordinary course of the Obligors’ business and not interfering in any material respect with the business of the licensor; (x) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties that are promptly paid on or before the date they become due; (xi) Liens on insurance proceeds securing the payment of financed insurance premiums that are promptly paid on or before the date they become due (provided, that such Liens extend only to such insurance proceeds and not to any other property or assets); (xii) statutory and common law rights of set-off and other similar rights as to deposits of cash and securities in favor of banks, other depository institutions and brokerage firms; (xiii) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business so long as they do not materially impair the value or marketability of the related property; (xiv) Liens on Cash or Cash equivalents securing obligations permitted under clauses (vii) and (viii) of the definition of Permitted Indebtedness (to the extent such Cash or Cash equivalents are in a Specified Account and subject to the limitations in the definition thereof); (xv) [reserved]; (xvi) [reserved]; (xvii) [reserved]; and

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(xviii) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clauses (i) through (xvii) above; provided, that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced (as may have been reduced by any payment thereof) does not increase.

“Permitted Transfers” means (i) dispositions of inventory sold, and Permitted Intellectual Property Licenses, in each case, in the ordinary course of business, (ii) licenses, strain escrows and similar arrangements for the use of Intellectual Property in the ordinary course of business in connection with collaboration agreements, research and development agreements and joint venture agreements and on arm’s length terms and, to the extent material to any Obligor’s business, approved by such Obligor’s board of directors, and, solely with respect to the Collateral IP, subject, at all times to the Lien of the Lender on such Obligor’s ownership interest therein as granted hereunder, (iii) dispositions of worn-out, obsolete or surplus property at fair market value in the ordinary course of business; (iv) dispositions of accounts or payment intangibles (each as defined in the UCC) resulting from the compromise or settlement thereof in the ordinary course of business for less than the full amount thereof; (v) any Transfers of assets to any Subsidiary Guarantor and Transfers consisting of Permitted Investments in Foreign Subsidiaries permitted under clauses (xi) and (xii) of Permitted Investments; and (vi) so long as no Default or Event of Default has occurred and is continuing, other Transfers of assets to any Person other than to a Subsidiary that is not a Subsidiary Guarantor or joint venture and which have a fair market value of not more than $250,000 in the aggregate in any fiscal year.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, other entity or government.

“Plan” means, at any time, an employee benefit plan, as defined in Section 3(3) of ERISA, which any Obligor or any of its Subsidiaries maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any such Person (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be an employee benefit plan of such Person).

“Projections” means Parent’s forecasted consolidated: (a) balance sheets; (b) profit and loss statements (which shall report revenue, gross margin, EBITDA and net income); (c) cash flow statements; and (d) capitalization statements, together with appropriate supporting details and a statement of underlying assumptions.

“Qualified Plan” means a Plan which is intended to be tax-qualified under Section 401(a) of the IRC.

“Real Estate” means all of the real property owned, leased, subleased or used by any Person.

“Receivables” means (i) all of the Obligors’ Accounts, Instruments, Documents, Chattel Paper, Supporting Obligations, letters of credit, proceeds of any letter of credit, and Letter of Credit Rights, and (ii) all customer lists, software, and business records related thereto.

“Release” means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“SEC” means the United States Securities and Exchange Commission.

“Secured Obligations” the unpaid principal of and interest on (including interest accruing after the maturity of the Advances and interest, fees, costs, expenses and indemnities accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Obligor, whether or not a claim for post-filing or post-petition interest, fees, costs, expenses or indemnities is allowed or allowable in such proceeding) the Advances and all other obligations and liabilities of any Obligor to the Lender, whether direct or indirect, absolute or contingent,

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due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, any Loan Document, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all reasonable fees, charges and disbursements of counsel to the Lender that are required to be paid by any Obligor pursuant hereto) or otherwise.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Security Agreement” means that certain Security Agreement dated on or about the Restatement Date made between the Lender and the Obligors.

“Security Documents” means the Security Agreement, all other mortgages, deeds of trust, security agreements, pledge agreements, assignments, control agreements, financing statements and other documents as shall from time to time secure or relate to the Secured Obligations or any other obligation arising under any Loan Document or any part thereof, in each case, executed by any Obligor or any Subsidiary.

“Solvency Certificate” means a certificate duly executed by an officer of Parent in the form of Exhibit I.

“Solvent” with respect to any Person and its Subsidiaries on a consolidated basis, means that as of any date of determination, (a) the sum of the fair value of the assets of such Person will, as of such date, exceed the sum of all debts of such Person as of such date, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the probable liability on existing debts of such Person as such debts become absolute and matured, and (c) such Person does not intend to incur, or believe or reasonably should believe that it will incur, debts beyond its ability to pay as they mature. For purposes of this definition, (i) “debt” means liability on a “claim” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, subordinated, secured or unsecured, or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. For purposes of this definition, the amount of any contingent, unliquidated and disputed claim and any claim that has not been reduced to judgment at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability irrespective of whether such liabilities meet the criteria for accrual under GAAP.

“Specified Accounts” means each of (i) that certain certificate of deposit account maintained at Bank of the West and bearing account number and (ii) that certain certificate of deposit account maintained at Bank of the West and bearing account number .

“S&P” means Standard & Poor’s Rating Services and any successor entity thereof.

“Subsidiary” means an entity, whether corporate, partnership, limited liability company, joint venture or otherwise, in which any Obligor owns or controls 50.1% or more of the outstanding voting securities, including each entity listed on Schedule 1 hereto.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan Interest Rate” means for any day a per annum rate of interest equal to 7.00%.

“Term Loan Maturity Date” means 15 June, 2024.

“Term Note” means a Promissory Note in substantially the form of Exhibit B.

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“Trademark License” means any written agreement (i) granting any right to use any Trademark, now owned or hereafter acquired by any Obligor or in which any Obligor now holds or hereafter acquires any interest, (ii) agreeing to refrain from asserting or granting immunity under any Trademark, (iii) to coexist, or (iv) granting an option to any of the foregoing.

“Trademarks” means all trademarks, service marks, domain names, trade names, business names, corporate names, trade dress, logos, designs, slogans, or other indicia of source or origin, whether registered, common law or otherwise, and any applications, recordings, renewals and other post-grant variations of any of the foregoing in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, together, in each case, with the goodwill associated therewith or symbolized thereby.

“Tranche 1” means an Advance in an aggregate principal amount of $30,000,000.

“Tranche 2” means an Advance in an aggregate principal amount of $50,000,000.

“UCC” or “Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Lender’s lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

“USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as amended, and the rules and regulations promulgated thereunder from time to time in effect.

“Warrant” means warrants to purchase shares of Parent Capital Stock from the Parent, granted by the Parent dated on or about the Closing Date.

Unless otherwise specified, all references in this Agreement or any Annex or Schedule hereto to a “Section,” “subsection,” “Exhibit,” “Annex,” or “Schedule” shall refer to the corresponding Section, subsection, Exhibit, Annex, or Schedule in or to this Agreement. Unless otherwise specifically provided herein, any accounting term used in this Agreement or the other Loan Documents shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP, consistently applied. Notwithstanding the foregoing, if at any time any change in GAAP would affect the computation of any financial computations or requirement set forth in any Loan Document, and the Obligors or the Lender shall so request, the Lender and the Obligors shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP, provided, that until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and the Obligors shall provide to the Lender reconciliation statements showing the difference in such calculation, together with the delivery of monthly, quarterly and annual Financial Statements required hereunder. Unless otherwise defined herein or in the other Loan Documents, terms that are used herein or in the other Loan Documents and defined in the UCC shall have the meanings given to them in the UCC.

SECTION 2.THE LOAN

2.1[Reserved].

2.2Loan.

(a) [Reserved]

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(b) Advances. Subject to the terms and conditions of this Agreement, the Lender will make Advances to the Borrower up to an aggregate amount not in excess of $80,000,000 (each, an “Advance”) upon written notice to the Lender set forth in an Advance Request. Such notice shall specify the applicable Advance Date, which shall be a date not less than 5 Business Days after the date on which such notice is delivered to the Lender, in the case of Tranche 2, and which shall be on the Closing Date, in the case of Tranche 1. Any Advance shall become effective and shall be an Advance as of the applicable Advance Date; provided that each of the conditions set forth in Section 3 (Conditions precedent) of the Amendment Agreement and set forth in Section 4.3 shall be satisfied. The Advance Date for (i) Tranche 1 must be the Closing Date, and (ii) Tranche 2 must be on or before September 30, 2022 and any part of Tranche 1 or Tranche 2 which is not borrowed on or before these dates will be immediately cancelled in full and shall not be available to be borrowed. As at the Restatement Date, (A) the Borrower has received an Advance under Tranche 2 in an amount of $10,000,000 and (B) the maximum amount of Tranche 2 available to be borrowed is $40,000,000.

(c) Advance Request. To obtain any Advance, the Borrower shall complete, sign and deliver an Advance Request to the Lender. The Lender shall fund such Advance in the manner requested by such Advance Request provided that each of the conditions precedent to such Advance is satisfied or waived as of the applicable Advance Date for such Advance. Each Advance Request shall be irrevocable.

(d) Interest. The principal balance of each Advance shall bear interest thereon from the applicable Advance Date at the Term Loan Interest Rate based on a year consisting of 360 days, with interest computed daily based on the actual number of days elapsed. The Borrower will pay interest on each Advance on the first Business Day of each month (each, an “Interest Payment Date”), beginning with the month after the Advance Date for that Advance. Interest when due shall be capitalized (“Capitalized Interest”) on the Interest Payment Date on which it was due provided that, notwithstanding the foregoing or anything else to the contrary in this Agreement, all Capitalized Interest (a) capitalized on the amount of each Amortization from the date of each Advance until the Amortization Date of that Amortization shall be payable on that Amortization Date, and (b) not otherwise paid to the Lender under this Agreement shall be due and paid in cash to Lender on the Term Loan Maturity Date. Capitalized Interest shall be added to principal amounts of each Advance automatically on each Interest Payment Date and shall be deemed, for all purposes, to be principal. Interest at the Term Loan Interest Rate shall begin to accrue on the Capitalized Interest beginning on and including the date on which such Capitalized Interest is capitalized (and added to the principal amount of each Advance) and at all times thereafter until the principal amount of each Advance which includes such Capitalized Interest has been paid in full in cash, and shall bear interest as provided in this Section 2.2 at the Term Loan Interest Rate until paid in cash to the Lender. In computing interest, the date of the making of any Advance shall be included and the date of payment shall be excluded. A certificate as to the amount of Capitalized Interest delivered to the Borrower by the Lender shall be conclusive absent manifest error.

(e) Payment of Advances.

(i) On each date set out in Column A below (each, an “Amortization Date”) and subject to Section 2.2(d), the Borrower shall repay the aggregate Loan principal in the amounts set out in Column B below opposite that Amortization Date (each, an “Amortization”).

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Column A                  Amortization Date	Column B                      Amount ($)
15 April 2023	30,000.000
15 January 2024	20,000,000
Term Loan Maturity Date	30,000,000

If an Amortization Date falls on a day which is not a Business Day, the Amortization due on that Amortization Date will be made on the immediately preceding Business Day. The entire Loan principal balance and all accrued but unpaid interest hereunder together with all fees and expenses payable hereunder, shall be due and payable on the Term Loan Maturity Date. The Obligors shall make all payments under this Agreement by wire transfer in immediately available funds without setoff, recoupment or deduction and regardless of any counterclaim or defense.

For the avoidance of doubt, the Borrower and the Lender confirm, acknowledge, and agree that no invoice shall be sent in connection with collection of the above payments and receipt of an invoice in connection therewith shall not be a condition of such payments becoming due and payable hereunder.

2.3Maximum Interest. Notwithstanding any provision in this Agreement or any other Loan Document, it is the parties’ intent not to contract for, charge or receive interest at a rate that is greater than the maximum rate permissible by law that a court of competent jurisdiction shall deem applicable hereto (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercial loans) (the “Maximum Rate”). If the Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loan or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Lender exceeds the Maximum Rate, the Lender may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Secured Obligations hereunder.

2.4Default Interest. If any payment under the Loan Documents is not made by an Obligor when due, an amount equal to 3% of the past due amount shall be payable on demand. In addition, upon the occurrence and during the continuation of an Event of Default hereunder, all Secured Obligations, including principal, interest, compounded interest, and professional fees, shall bear interest at a rate per annum equal to the Term Loan Interest Rate plus 1% per annum. In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, compounded at the rate set forth in Section 2.2(d) or Section 2.4, as applicable.

2.5Payments. All payments (including prepayments) to be made by an Obligor under any Loan Document shall be made to the Lender in immediately available funds in Dollars, without setoff, counterclaim, or deduction, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment (other than an Amortization) is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. If at any time insufficient funds are received by and available to the Lender to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, and (ii) second, toward payment of principal then due hereunder.

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2.6Prepayment.

(a) Optional Prepayment. At its option upon at least five Business Days prior written notice to the Lender, the Borrower may prepay all, but not less than all, of the entire principal balance of the Loan together with all accrued and unpaid interest thereon.

(b) Mandatory Prepayments.

(i) Change in Control. The Borrower shall prepay the outstanding amount of all principal and accrued and unpaid interest through the prepayment date upon and concurrently with the occurrence of a Change in Control.

(ii) Borrowing Base Deficiency. In the event that any Borrowing Base Certificate indicates a Borrowing Base Deficiency exists, or if at any time the Lender shall notify the Obligors that a Borrowing Base Deficiency exists, the Borrower shall prepay the Loan on the Business Day following the day on which such Borrowing Base Certificate or such notice is given such that after giving effect to such prepayment, no Borrowing Base Deficiency exists.

2.7Notes. This Agreement evidences the obligation of the Borrower to repay the Loan and is being executed as a noteless credit agreement. If so requested by the Lender by written notice to the Borrower, then the Borrowers shall execute and deliver to the Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of the Lender pursuant to Section 10.13) (promptly after the Borrower’s receipt of such notice) a Note or Notes to evidence the Loan.

2.8Increased Costs. If any change in law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, the Lender, (ii) subject the Lender to any Taxes on its loans, loan principal, letters of credit, commitment, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iii) impose on the Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or any Advance and the result of any of the foregoing shall be to increase the cost to the Lender of making, converting to, continuing or maintaining any Advance (or of maintaining its obligation to make any such Advance), or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or any other amount) then, upon written request of the Lender, Obligors shall promptly pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered. Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.8 shall not constitute a waiver of the Lender’s right to demand such compensation. A certificate as to any additional amounts payable pursuant to this Section 2.8  submitted by the Lender to the Borrower shall be conclusive in the absence of demonstrable error. The obligations of the Borrower arising pursuant to this Section 2.8 shall survive the discharge of the Secured Obligations.

SECTION 3.SECURITY INTEREST

3.1 As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, each Obligor grants to the Lender, for its benefit, a security interest in all of such Obligor’s right, title, and interest in and to the following personal property whether now owned or hereafter acquired or in which such Obligor now has or at any time in the future may acquire any right, title or interest and wherever located and all proceeds and products thereof (collectively, the “Collateral”): all goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as provided below), Collateral IP, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of

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credit is evidenced by a writing), securities, securities accounts, securities entitlements and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and (ii) all Obligor’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (i) any Excluded Intellectual Property, (ii) the right of the Borrower with respect to earnouts pursuant to that certain Asset Purchase Agreement entered into by the Borrower and DSM Nutritional Products Ltd. on March 31, 2021, and the proceeds thereon, and (iii) any joint venture agreement, or limited liability company agreement with respect to any limited liability company of which Parent or any Subsidiary owns less than 100% of the membership interest (a “JV Agreement”) if grant of a security interest would cause a breach of such JV Agreement.

3.3 Parent shall, as security for the Secured Obligations, cause each Subsidiary Guarantor to grant to the Lender, a security interest in all of such Subsidiary Guarantor’s assets pursuant to such Security Documents as the Lender may require.

3.4 Each Obligor hereby authorizes Lender to file financing statements, without notice to Obligor, with all jurisdictions deemed necessary or appropriate by Lender to perfect or protect Lender’s interest or rights hereunder. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect.

SECTION 4.CONDITIONS PRECEDENT TO LOAN

4.1 [Reserved]

4.2 [Reserved]

4.3 Advances. On the date of each Advance Request and on each Advance Date:

(a) In the case of Tranche 2, the Lender shall have received (i) an Advance Request for the Advance as required by Section 2.2(b), duly executed by Parent’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents the Lender may reasonably request;

(b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Advance Request and the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date;

(c) The Obligors shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such Advance no Default or Event of Default shall have occurred and be continuing;

(d) Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.3 and as to the matters set forth in the Advance Request; and

(e) The Lender shall have received information on the Obligors' operations satisfactory to the Lender in its sole and absolute discretion and shall have completed its business and legal due diligence to its satisfaction in its sole and absolute discretion; and

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4.4 No Default. As of the Closing Date, the Restatement Date, the date of each Advance Request and the date of each Advance, (i) no Default or Event of Default shall have occurred as of such date and no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute a Default or an Event of Default and (ii) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing.

4.5 Representations and Warranties. As of the Closing Date, the Restatement Date, the date of each Advance Request and the date of each Advance, representations and warranties set forth in Section 5 shall be true and correct in all material respects (or, if already qualified by “materiality,” “Material Adverse Effect” or similar phrases, in all respects (after giving effect to such qualification)); provided, that in the case of any representation or warranty which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be.

SECTION 5.REPRESENTATIONS AND WARRANTIES

To induce the Lender to make the Loan, the Obligors, jointly and severally, represent and warrant to the Lender that as of the Closing Date, the Restatement Date, the date of each Advance Request and the date of each Advance:

5.1 Corporate Status; Compliance with Law. Each Obligor (a) is a corporation, partnership, limited partnership or limited liability company duly organized, validly existing and in good standing under the laws of the its applicable jurisdiction of incorporation or formation; (b) is duly qualified to conduct business and is in good standing in all jurisdictions in which the nature of its business or its ownership or lease of properties require such qualifications and where the failure to be qualified would reasonably be expected to have a Material Adverse Effect; (c) has the requisite corporate, partnership or company power and authority to conduct its business as now and proposed to be conducted and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, except, in each case, to the extent the failure to have such right would not reasonably be expected to have a Material Adverse Effect; (d) has (and is not in default under any of the following) all material licenses, permits, certifications, consents or approvals from or by, and has made all material filings with, and has given all material notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to satisfy the foregoing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (e) is not in default under any material license, permit, certification or approval requirement of any Governmental Authority, except where such default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (f) is in compliance with its applicable organizational documents in all material respects; and (g) is in compliance with all Laws except where failure to comply could not reasonably be expected to have a Material Adverse Effect. Each Obligor’s present names, former names (if any), locations, place of incorporation or formation, tax identification number, organizational identification number and other information are correctly set forth in Exhibit C, as may be updated by Parent in a written notice (including any Compliance Certificate) provided to the Lender after the Closing Date.

5.2 Collateral. The Obligors own the Collateral and the Excluded Intellectual Property, free of all Liens, except for Permitted Liens. The Obligors have the power and authority to grant to the Lender a Lien in the Collateral as security for the Secured Obligations.

5.3 Organizational Power, Authorization, Enforceable Obligations, Consents. The execution, delivery and performance of this Agreement and all other Loan Documents and in the case of the Borrower, the borrowing of Advances, (i) are within such Person’s corporate, partnership, limited partnership or limited liability company power and do not contravene any provision of such Person’s organizational documents; (ii) have been duly authorized by all necessary or proper action of each Obligor; (iii) will not result in the creation or imposition of any Lien upon the Collateral, other than Permitted Liens and the Liens created by this Agreement and the other Loan Documents; (iv) do not violate (A) any Laws or regulations to which any Obligor or its Subsidiaries are subject, the violation of which would be reasonably expected to have a Material Adverse Effect or (B) any order, injunction, judgment, decree or writ of any Governmental Authority to which any Obligor or its Subsidiaries are subject; (v) do not conflict with, or result in the breach or termination of, constitute a default under or

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accelerate or permit the acceleration of any performance required by, any indenture mortgage, deed of trust, lease or agreement or other instrument, in each case, in respect of material Indebtedness to which any Obligor or its Subsidiaries is a party or by which any Obligor or its Subsidiaries or any of its property is bound; and (vi) do not violate any contract or agreement or require the consent or approval of any other Person or Governmental Authority which has not already been obtained. The individual or individuals executing the Loan Documents are duly authorized to do so. Each Loan Document has been duly executed and delivered on behalf of each Obligor party thereto. Each Loan Document upon execution will constitute, a legal, valid and binding obligation of each Obligor party thereto, enforceable against each such Obligor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5.4 Material Adverse Effect; Solvency. No event, change, condition, development, effect, circumstance, matter or other occurrence, individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect has occurred and is continuing since December 31, 2021. The Obligors are not aware of any event or circumstance likely to occur that, individually or in the aggregate, is reasonably expected to have a Material Adverse Effect. Each Obligor is Solvent. No transfer of property is being made by any Obligor and no obligation is being incurred by any Obligor in connection with the transactions contemplated by any Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of such Obligor. No litigation, investigation or proceeding of or before any arbitrator or governmental authority is pending or, to the knowledge of the Borrower, threatened in writing by or against any of its Subsidiaries or against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.

5.5 Actions Before Governmental Authorities. Except as described on Schedule 5.5, there are no actions, investigations, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Obligors, threatened against or affecting any Obligor, its Subsidiaries or their respective property, before any Governmental Authority or before any arbitrator or panel of arbitrators (collectively, “Litigation”), other than Litigation commenced after the Closing that would not likely be expected to result in damages of in excess of $250,000 not covered by insurance for which a claim has been made. There is no Litigation pending or, to the knowledge of any Obligor, threatened which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.6 Laws. Neither Obligors nor their Subsidiaries are in violation of any Law, or in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, where such violation or default is reasonably expected to have a Material Adverse Effect. Except as described on Schedule 5.6, none of the Obligors are in default in any material respect under any provision of any agreement or instrument evidencing Indebtedness, or any other material agreement to which an Obligor is party or by which it is bound.

5.7 Information Correct and Current. No information contained in this Agreement, any of the other Loan Documents, any Financial Statements or any other written materials from time to time delivered hereunder or any written statement furnished by or on behalf of any Obligor or any of its Subsidiaries to the Lender in connection with any Loan Document or included therein or delivered pursuant thereto contained, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are or will be made, not misleading at the time such statement was made or deemed made. Additionally, any and all financial or business projections provided by the Obligors to the Lender, whether prior to or after the Restatement Date, shall be (i) provided in good faith and based on the most current data and information available to the Obligors, and (ii) the most current of such projections provided to such Obligor’s Board of Directors.

5.8 Tax Matters. Except as described on Schedule 5.8, the Obligors and each of their Subsidiaries have (a) filed all federal, state and material local Tax returns that are required to be filed, (b) duly paid or fully reserved for all Taxes or installments thereof (including any interest or penalties) as and when due,

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which have or may become due pursuant to such returns other than those being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, and (c) paid or fully reserved for any Tax assessment received by any Obligor for the three years preceding the Restatement Date, if any (including any Taxes being contested in good faith and by appropriate proceedings). As of the Restatement Date and except as set forth on Schedule 5.8, there is no action, suit, proceeding, investigation, audit or claim now pending or threatened by any Governmental Authority regarding any Taxes relating to the Obligors and any of their Subsidiaries.

5.9 Intellectual Property.

(a) Disclosure; Title. Exhibit D contains a true and correct list of each item of issued, registered, or application for issue or registration, of Intellectual Property, specifying for each (i) title or mark, (ii) jurisdiction, (iii) application or serial number and date, (iv) registration or issue number and date, (v) registered owner, and (vi) beneficial owner if different from registered owner. Except as otherwise specified on Exhibit D, an Obligor is the sole owner of each item of Intellectual Property listed thereon that has an "Amyris Ref" starting with "AM-", and for each other item of Intellectual Property listed thereon, an Obligor has the right to exploit (or exclude others from exploiting) such item under the terms of a License between such Obligor and the applicable Patent owner or co-owner specified in the "Notes" to the Patent schedule on Exhibit D. Except as described on Exhibit D, to the best of each Obligor's knowledge, each of the registered or issued Copyrights, Trademarks and Patents that are required to be listed on Exhibit D is valid and enforceable, and no such Copyright, Trademark or Patent, or any application for registration of the foregoing, has terminated, lapsed, expired or been cancelled or abandoned. All Copyrights, Trademarks and Patents required to be listed on Exhibit D have been prosecuted in accordance with all applicable Laws. To the best of each Obligor's knowledge, all actions required to record each owner throughout the entire chain of title, of each item of Intellectual Property required to be listed on Exhibit D, with each applicable Governmental Authority up through the Restatement Date have been taken, including payment of all costs, fees, Taxes and expenses associated therewith.

(b) Infringement. Except as described on Schedule 5.9(b), (i) to the best of each Obligor’s knowledge, none of the Intellectual Property that is owned or exclusively licensed to an Obligor is invalid or unenforceable, in whole or in part, and (ii) no Litigation has been asserted or initiated against and no notice has been received by any Obligor that alleges any exploitation of the Intellectual Property, or the conduct of any Obligor’s business infringes, misappropriates, dilutes or otherwise violates the rights of any third party. No other Person’s trade secrets and Copyrights, and to the best of each Obligor’s knowledge no other Person’s other intellectual or industrial property rights, are infringed, misappropriated, diluted or otherwise violated by any of the Obligors’ exploitation of the Intellectual Property or the use, making, development, production, sale, offering for sale, importation or exportation of any Borrower Product. No Obligor has asserted or initiated any Litigation or sent any notice that alleges that any Intellectual Property is being infringed, misappropriated, diluted or otherwise violated.

(c) Trade Secrets. To the best of each Obligor’s knowledge, no trade secret of confidential or proprietary information has been used, divulged, disclosed or appropriated to the detriment of any Obligor for the benefit of any Person other than another Obligor. The Intellectual Property has been protected with adequate safeguards and security to maintain any trade secrets, and the confidentiality of any confidential or proprietary information. Each employee and contractor of each Obligor, or any other Person who has developed Intellectual Property, has entered into written employment agreements, non-disclosure agreements, assignment of inventions agreements or similar agreements or contracts, as applicable, requiring such individuals to safeguard and protect trade secrets and confidential or proprietary information that is Intellectual Property and assign Intellectual Property created or conceived by such individual to the applicable Obligor. To the best of each Obligor’s knowledge, no such employee, contractor or other Person is in material breach of any such agreement or contract.

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(d) Licenses. Exhibit D includes a true, correct and complete list of each (i) material License under which an Obligor receives a right in or to Intellectual Property from any other Person, including each License relating to each item of Intellectual Property listed on Exhibit D that is owned or co-owned by any other Person (other than shrink-wrap licenses for non-customized off-the-shelf software costing less than $500,000 per annum) and (ii) License pursuant to which an Obligor grants a right in or to Intellectual Property to any other Person on an exclusive basis. The Licenses on Exhibit D and all other material Licenses are valid and binding and in full force and effect and represents the entire agreement between the respective parties thereto with respect to the subject matter thereof. Each such License will not cease to be valid and binding and in full force and effect on terms identical to those currently in effect as a result of the rights and interest granted herein, nor will the grant of such rights and interest constitute a breach of default under any such License or otherwise give any party thereto a right to terminate such License. No Obligor is in material breach of, nor has any Obligor failed to perform any material obligations under, any such License and, to each Obligor’s knowledge, each other party to any such License is not in material breach thereof or has failed to perform any material obligations thereunder. No Obligor has received any notice of a breach or default under any such License which breach or default has not been cured.

(e) Sufficiency of IP. Except as described on Schedule 5.9(e), each Obligor has, or in the case of any proposed business, will own or have licensed to it, all material intellectual property rights necessary for the operation or conduct of their respective businesses as currently conducted and proposed to be conducted. Without limiting the generality of the foregoing, and in the case of Licenses, except for restrictions that are unenforceable under Division 9 of the UCC, each Obligor has the right, to the extent required to operate its business, to freely transfer or license (except as restricted by Permitted Intellectual Property Licenses) or assign Intellectual Property without condition, restriction or payment of any kind (other than license payments in the ordinary course of business) to any third party, and each Obligor owns or has the right to use, pursuant to valid licenses, all software development tools, library functions, compilers and all other third-party software and other items that are used in the design, development, promotion, sale, license, manufacture, import, export, use or distribution of such Obligor’s Borrower Products.

(f) Litigation. Except as described on Schedule 5.9(f), no Intellectual Property owned by an Obligor and no Borrower Product has been or is subject to any actual or, to the knowledge of any Obligor, threatened Litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material respect such Obligor’s use, transfer or licensing thereof or that may affect the validity, use or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into in connection with any Litigation or proceeding that obligates any Obligor to grant licenses or ownership interest in any future Intellectual Property necessary to the operation or conduct of the business of such Obligor or embodied by any Borrower Product. Except as described on Schedule 5.9(f), no Obligor has received any written notice or claim, or, to the knowledge of Obligor, oral notice or claim, challenging or questioning Obligor’s ownership in any Intellectual Property (or written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to any Obligor’s knowledge, is there a reasonable basis for any such claim.

5.10 Financial Accounts. Exhibit E, as may be updated by the Obligors in a written notice provided to the Lender after the Restatement Date, is a true, correct and complete list of (a) all banks and other financial institutions at which any Obligor maintains Deposit Accounts and (b) all institutions at which any Obligor maintains an account holding Investment Property, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

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5.11 Employee Loans. The Obligors have no outstanding loans to any employee, officer or director of any Obligor nor has any Obligor guaranteed the payment of any loan made to an employee, officer or director of any Obligor by a third party.

5.12 Capitalization and Subsidiaries. The Obligors’ capitalization as of the Restatement Date is set forth on Schedule 5.12(a) annexed hereto, which includes a true, correct and complete list of (i) the name of the holder of the Warrant; (ii) the number and type of shares of Parent Capital Stock subject to the Warrant; and (iii) the exercise price of the Warrant. The Obligors do not own any stock, partnership interest or other securities of any Person, except for Permitted Investments. Attached as Schedule 5.12(b), as may be updated by the Obligors in a written notice provided after the Restatement Date, is a true, correct and complete list of each Subsidiary.

5.13 Financial Statements and Projections. Except for the Projections and as set forth on Schedule 5.13, all Financial Statements of the Obligors which are referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and subject to normal year-end adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended.

(a) The following Financial Statements attached hereto as Schedule 5.13(a) have been delivered on the date hereof: (i) the audited consolidated balance sheets at December 31, 2021 and the related statements of income and cash flows for the fiscal year then ended; (ii) the unaudited balance sheets at June 30, 2022 and the related statement(s) of income and cash flows for the six months then ended.

(b) The Projections delivered on the date hereof and attached hereto as Schedule 5.13(b) have been prepared by the Obligors in light of the past operations of the Obligors and their Subsidiaries’ business, but including future payments of known contingent liabilities, and reflect projections for the period continuing until December 31, 2024 on a year-by-year basis. The Projections have been prepared in good faith based on estimates and assumptions which the Obligors believe to be reasonable and fair in light of the then-current conditions and facts known to the Obligors as of the date of delivery and, as of the Restatement Date, reflect the Obligors’ good faith and reasonable estimates of the future financial performance of the Obligors and their Subsidiaries and of the other information projected therein for the period set forth therein (it being acknowledged by the Lender that projections as to future events are not to be viewed as facts or a guarantee of performance and that the actual results during the period or periods covered by such projections may differ from the projected results).

5.14 Ownership of Property; Lender’s Liens.

(a) The Real Estate listed on Schedule 5.14(a) constitutes, as of the Restatement Date, all of the real property owned, leased or subleased by the Obligors and their Subsidiaries. The Obligors and their Subsidiaries own good and marketable fee simple title to all of its owned Real Estate, and valid leasehold interests in all of its leased Real Estate. The Obligors and their Subsidiaries also have good and marketable title to, or valid leasehold interests in or rights to use, all of their personal properties and assets and all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect, in each case, except to the extent such failure to have such title, interests or rights or the failure of such permits to have been issued or in full force and effect would not reasonably be expected to have a Material Adverse Effect.

(b) The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of the Collateral in favor of the Lender, and upon the making of such filings and taking of such other actions required to be taken hereby or by the applicable Loan Documents (including the filing of appropriate UCC financing statements with the office of the Secretary of

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State of the state of organization or formation of each Obligor, the filing of appropriate notices with the U.S. Patent and Trademark Office and the U.S. Copyright Office, the proper recordation of mortgages and fixture filings with respect to any mortgaged property, the delivery to the Lender of any stock or equivalent certificates or promissory notes required to be delivered pursuant to the applicable Loan Documents, and the filing and recordation of such other statements and documents as required by the applicable Laws of each country acceptable to the Lender in its sole discretion, in which Collateral is located or any Obligor is organized or formed), such Liens constitute perfected Liens on the Collateral of the type required by the Loan Documents securing the Secured Obligations to the extent such Liens may be perfected by such filings and the taking of such other actions.

5.15 Labor Matters. As of the Restatement Date, no Obligor is subject to any labor or collective bargaining agreement. There are no existing or, to the knowledge of the Obligors, threatened strikes, lockouts or other labor disputes involving an Obligor or any of its Subsidiaries that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect. Except for violations that could not reasonably be expected to have a Material Adverse Effect, no Obligor or any Subsidiary of any Obligor is in violation of any Law relating to payment of wages or employee hours worked.

5.16 Government Regulation. No Obligor nor any Subsidiary of any Obligor is required to register as an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended. The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of “buying” or “carrying” “margin stock” (within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect) or extending credit for the purpose of purchasing or carrying margin stock. No part of the proceeds of any Advance will be used for buying or carrying any such margin stock or for extending credit to others for the purpose of purchasing or carrying margin stock in violation of Regulations T, U or X in effect from time to time of the Board of Governors of the Federal Reserve System of the United States (or any successor).

5.17 Brokers. No broker or finder acting on behalf of the Obligors or any of their Subsidiaries brought about the obtaining, making or closing of the Loan and none of the Obligors or their Subsidiaries has any obligation to any Person in respect of any finder’s or brokerage fees in connection therewith.

5.18 Environmental Matters. The on-going operations of the Obligors and each of their Subsidiaries comply in all respects with all Environmental Laws, except such non-compliance would not reasonably be expected to have a Material Adverse Effect. The Obligors and each of their Subsidiaries have obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any Environmental Law and necessary for their respective ordinary course operations, and the Obligors and each of their Subsidiaries are in compliance with all material terms and conditions thereof, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect: (i) no Obligor nor any of its properties or operations is subject to any outstanding written order from or agreement with any Governmental Authority, nor subject to any proceeding, with respect to any Environmental Law or Hazardous Material; (ii) there are no conditions or circumstances involving environmental contamination by Hazardous Materials existing with respect to any property, or arising from operations prior to the Restatement Date, of any Obligor or any of its Subsidiaries; and (iii) none of the Obligors nor any of their Subsidiaries has any underground storage tanks that are not properly registered or permitted under applicable Environmental Laws or that are leaking or disposing of Hazardous Materials.

5.19 Insurance. Schedule 5.19 lists all insurance policies required to be maintained under Section 6.1. None of the Obligors nor any of their Subsidiaries is in default of any payment obligation under any such insurance policies (after giving effect to all notice and cure periods).

5.20 Foreign Assets Control Regulations, Etc.

(a) Neither the making of the Loan by the Lender hereunder nor the Obligors’ use of the proceeds thereof will violate in any material respects the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury

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Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(b) None of the Obligors, any of their Subsidiaries, nor any controlled Affiliate of the Obligors or any of their Subsidiaries (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of Treasury (“OFAC”) or in Section 1 of the Anti-Terrorism Order, (ii) is a citizen or resident of any country that is subject to embargo or comprehensive trade sanctions enforced by OFAC, (iii) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of the Anti-Terrorism Order, or (iv) engages in any dealings or transactions with any such Person. Each of the Obligors and their Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.

(c) No part of the proceeds from the Loan made hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to Obligor and its Subsidiaries.

5.21 ERISA.

(a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) each Qualified Plan has been determined by the IRS to qualify under Section 401 of the IRC, and the trusts created thereunder have been determined to be exempt from Tax under the provisions of Section 501 of the IRC, and, to the knowledge of the Obligors, nothing has occurred which would reasonably be expected to cause the loss of such qualification or tax-exempt status; (ii) each Plan is in compliance with the applicable provisions of ERISA and the IRC, including the filing of reports required under the IRC or ERISA; (iii) none of the Obligors or any ERISA Affiliate has failed to make any contribution or pay any amount due as required by either Section 412 of the IRC or Section 302 of ERISA or the terms of any such Plan; (iv) none of the Obligors or, to the knowledge of the Obligors, any ERISA Affiliate has engaged in a prohibited transaction, as defined in Section 4975 of the IRC, in connection with any Plan, which would subject any such Person to a material Tax on prohibited transactions imposed by Section 4975 of the IRC; and (v) the Obligors do not reasonably anticipate assessed penalties under IRC 4980H.

5.22 Security Documents. The Security Agreement is effective to create in favor of the Lender, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and (b) any filings, notices and registrations and other perfection requirements necessary to create or perfect the Liens on the Collateral granted by the Obligors in favor of the Lender (which filings or recordings shall be made to the extent required by any Security Document)). In the case of the Pledged Equity (as defined in the Security Agreement), if any, that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(4) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Lender, and in the case of the other Collateral constituting personal property described in the Security Agreement, when financing statements and other filings specified on Schedule 3 of the Security Agreement in appropriate form are filed in the offices specified on Schedule 3 of the Security Agreement, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Obligors in such Collateral and the proceeds thereof, as security for the Secured Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Permitted Liens) subject to, in each case, applicable bankruptcy, insolvency, reorganization, moratorium

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or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 6.INSURANCE; INDEMNIFICATION

6.1 Coverage. The Obligors shall cause to be carried and maintained commercial general liability insurance against risks customarily insured against in the Obligors’ line of business. Such risks shall include the risks of bodily injury, including death, property damage, personal injury, advertising injury, and contractual liability per the terms of the indemnification agreement found in Section 6.3. The Obligors must maintain a minimum of $2,000,000 of commercial general liability insurance for each occurrence. The Obligors have and agree to maintain a minimum of $2,000,000 of directors’ and officers’ insurance for each occurrence and $5,000,000 in the aggregate. So long as there are any Secured Obligations outstanding, the Obligors shall also cause to be carried and maintained insurance upon the Collateral, insuring against all risks of physical loss or damage howsoever caused, in an amount not less than the full replacement cost of the Collateral, provided, that such insurance may be subject to standard exceptions and deductibles.

6.2 Certificates. The Obligors shall deliver to the Lender certificates of insurance that evidence the Obligors’ compliance with its insurance obligations in Section 6.1 and the obligations contained in this Section 6.2 no later than ten days after the Restatement Date. The Obligors’ insurance certificate shall state the Lender is an additional insured for commercial general liability, a designated payee for any key man life insurance policy, a lender’s loss payee for all risk property damage insurance, subject to the insurer’s approval, and a lender’s loss payee for property insurance and additional insured for liability insurance for any future insurance that the Obligors may acquire from such insurer. Attached to the certificates of insurance will be additional insured endorsements for liability and lender’s loss payable endorsements for all risk property damage insurance. All certificates of insurance will provide for a minimum of 30 days’ advance written notice to the Lender of cancellation or any other change adverse to the Lender’s interests. Any failure of the Lender to scrutinize such insurance certificates for compliance is not a waiver of any of the Lender’s rights, all of which are reserved.

6.3 Indemnity. The Obligors agree to indemnify and hold the Lender and its officers, directors, employees, agents, in-house attorneys, representatives and shareholders (each, an “Indemnified Person”) harmless from and against any and all claims, costs, expenses, damages and liabilities (including such claims, costs, expenses, damages and liabilities based on liability in tort, including strict liability in tort), including reasonable attorneys’ fees and disbursements and other costs of investigation or defense (including those incurred upon any appeal) (collectively, “Liabilities”), that may be instituted or asserted against or incurred by such Indemnified Person arising out of, in connection with, or as a result of (a) the execution and delivery of this Agreement and the Loan Documents, (b) credit having been extended, suspended or terminated under this Agreement and the other Loan Documents, (c) the administration of such credit, (d) the use of proceeds of the Loan, (e) the disposition or utilization of the Collateral, (f) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnified Person is a party thereto (and regardless of whether such matter is initiated by a third party or by Obligor or any of their respective Affiliates) excluding, in all cases, Liabilities to the extent resulting solely from any Indemnified Person’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction pursuant to a final, non-appealable judgment, (g)  any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (h) any actual or reasonably likely prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto, (i) default by the Borrower in making a borrowing of, conversion into or continuation of an Advance after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (j) default by the Borrower in making any prepayment of the Loan after the Borrower has given a notice thereof in accordance with the provisions of this Agreement, or (k) the making of a prepayment of an Advance on a day that is not the last day of an Interest Period with respect thereto. The Obligors agree to pay, and to save the Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other similar taxes (excluding taxes imposed on or measured by the net income of the Lender) that may be payable or determined to be payable with respect to any of the Collateral or this

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Agreement. To the fullest extent permitted by applicable law, no Obligor shall assert, and each Obligor hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) or any loss of profits arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance, or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with the Loan Documents or the transactions contemplated hereby or thereby. This Section 6.3 shall survive the termination of this Agreement and the repayment of all Secured Obligations until all statutes of limitation with respect to the claims, losses, and expenses for which indemnity is given shall have run.

SECTION 7.COVENANTS

As long as any Secured Obligations (other than inchoate indemnity obligations) are outstanding, the Obligors agree as follows:

7.1 Financial Reports. The Obligors shall furnish to the Lender:

(a) as soon as practicable (and in any event within 30 days) after the end of each calendar quarter, aged listings of accounts receivable and accounts payable and a calculation of liquidity (in compliance with Section 7.16), all prepared and certified to on behalf of the Obligors by an authorized officer thereof acceptable to the Lender;

(b) as soon as practicable (and in any event within 45 days) after the end of each calendar quarter, unaudited interim and year-to-date financial statements as of the end of such calendar quarter (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied by a report detailing any material contingencies (including the commencement of material litigation by or against any Obligor of the type described in Section 7.20(b)) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, certified by such Obligor’s Chief Executive Officer or Chief Financial Officer to the effect that they have been prepared in accordance with GAAP, except (i) for the absence of footnotes, and (ii) that they are subject to normal year-end adjustments;

(c) as soon as practicable (and in any event within 120 days after the end of each fiscal year, audited financial statements as of the end of such year (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows, and setting forth in comparative form the corresponding figures for the preceding fiscal year, certified by a firm of independent certified public accountants selected by the Obligors and reasonably acceptable to the Lender, accompanied by any management report from such accountants;

(d) as soon as practicable (and in any event within 30 days) after the end of each calendar quarter, a Borrowing Base Certificate in the form of Exhibit F;

(e) as soon as practicable (and in any event within 30 days) after the end of each calendar quarter, a Compliance Certificate in the form of Exhibit G;

(f) promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports that the Obligors have made available to its equity holders and copies of any regular, periodic and special reports or registration statements that the Obligors file with the Securities and Exchange Commission or any Governmental Authority that may be substituted therefor, or any national securities exchange; and

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(g) at the Lender’s request, at the same time as it gives to its directors, copies of all materials (other than minutes) that any Obligor provides to its directors in connection with meetings of the Board of Directors and that are relevant to the Lender in its capacity as such; provided, however, that such Obligor shall not be required to provide the materials described in this Section 7.1(g) to the extent the information is privileged or pertains to confidential information of any third parties.

    The Obligors shall not make any change in their (a) accounting policies or reporting practices, except as required by GAAP or (b) fiscal years or fiscal quarters. The fiscal year of the Obligors shall end on December 31. The Lender hereby acknowledges and agrees that the materials described in this Section 7.1 will contain material non-public and confidential information of the Obligors and their Affiliates and the Lender and its Affiliates and representatives shall abide by all confidentiality terms applicable under this Agreement and any confidentiality and nondisclosure agreements among the parties hereto.

The executed Borrowing Base Certificate and Compliance Certificate may be sent via e-mail to provided, that if e-mail is not available or sending the Borrowing Base Certificate and Compliance Certificate via e-mail is not possible, it shall be mailed to the Lender at 751 Laurel Street #717, San Carlos, CA 94070 (Attention: Barbara Hager). All Financial Statements required to be delivered pursuant to clauses (b) and (c) shall be sent via e-mail to provided, that if email is not available or sending such Financial Statements via e-mail is not possible, they shall be mailed to the Lender at 751 Laurel Street #717, San Carlos, CA 94070 (Attention: Barbara Hager). Notwithstanding the foregoing, the filing of any financial statements or reports required to be furnished pursuant to this Section 7.1 pursuant to the SEC's “EDGAR” system (or any successor electronic filing system) shall be deemed to constitute "furnishing" such documents to the Lender for purposes of this Section 7.1.

7.2 Management Rights and Inspections. The Obligors shall permit any representative that the Lender authorizes, including such representative’s attorneys and accountants, to meet with any member of management of the Obligors, conduct site visits and inspect the Collateral, provided, that so long as no Default or Event of Default has occurred and is continuing, the Obligors shall not be responsible for paying the expenses of the Lender for more than one site visit, inspection, management meeting and examination in any six-month period; provided such cost restriction shall not be deemed a restriction on the number of site visits, inspections, management meetings and examinations the Lender may require. In addition, the Obligors will, upon request by the Lender, have an independent appraiser reasonably satisfactory to the Lender provide an appraisal of the Obligors’ Intellectual Property or such subset thereof as determined by the Lender; provided, that so long as no Default or Event of Default has occurred and is continuing, the Obligors shall not be responsible for paying the expenses for more than one appraisal in any one-year period; provided, further, that such cost restriction shall not be deemed a restriction on the number of appraisals the Lender may require. In addition, the Obligors shall permit any representative that the Lender authorizes, including such representative’s attorneys and accountants, to examine and make copies and abstracts of the books of account and records of the Obligors or any Subsidiary applicable to the Loan Documents or the Collateral at reasonable times and upon reasonable notice during normal business hours. In addition, any such representative shall have the right to meet with management and officers of the Obligors or any Subsidiary to discuss such books of account and records at reasonable times and upon reasonable notice during normal business hours. In addition, the Lender shall be entitled at reasonable times and intervals to consult with and advise the management and officers of the Obligors or any Subsidiary concerning significant business issues affecting the Obligors. Such consultations shall not unreasonably interfere with the Obligors’ business operations. Except as expressly provided herein, any and all visits, inspections, examinations and appraisals made while any Event of Default is continuing, shall be at Obligors’ sole cost and expense. The parties intend that the rights granted to the Lender shall constitute “management rights” within the meaning of 29 C.F.R. Section 2510.3-101(d)(3)(ii), but that any advice, recommendations or participation by the Lender with respect to any business issues shall not be deemed to give the Lender, nor be deemed an exercise by the Lender of, control over Obligor’s management or policies.

7.3 Further Assurances. The Obligors shall from time to time execute, deliver and file, alone or with the Lender, any financing statements, security agreements, collateral assignments, notices, control agreements, or other documents to perfect or give the highest priority to the Lender’s Lien on the Collateral (other than the Liens set forth in clauses (ii), (iii), (iv), (v), (vi), (vii), (x), (xi), (xii), (xiii) or

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(xiv) (and clause (xviii) with respect to such clauses) of the definition of Permitted Liens). The Obligors shall from time to time procure any instruments or documents as may be requested by the Lender, and take all further action that may be necessary or desirable, or that the Lender may reasonably request, to perfect and protect the Liens granted hereby and thereby. In addition, and for such purposes only, the Obligors hereby authorize the Lender to execute and deliver on behalf of the Obligors and to file such financing statements, collateral assignments, notices, control agreements, security agreements and other documents without the signature of an Obligor either in the Lender’s name or in the name of the Lender as agent and attorney-in-fact for such Obligor. The Obligors shall protect and defend such Obligor’s title to the Collateral and the Lender’s Lien thereon against all Persons claiming any interest adverse to any Obligor or the Lender other than Permitted Liens.

7.4 Indebtedness; Amendments to Indebtedness. The Obligors shall not and shall not permit any Subsidiary to: (a) create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, other than Permitted Indebtedness; (b) pay any principal or interest on any Indebtedness other than scheduled or mandatory payments of principal and interest on Permitted Indebtedness when due in accordance with the terms of such Indebtedness as at the Closing Date without the prior written consent of the Lender; and (c) other than to amend or modify this Agreement or any of the Loan Documents, amend, restate, reform, supplement or otherwise modify (i) any documents or notes evidencing any Indebtedness (other than the DSM Loan Agreement and any documents entered into in connection with the DSM Loan Agreement) in any manner which imposes materially more burdensome terms upon any Obligor or its Subsidiaries than exist with respect to such Indebtedness prior to such amendment or modification without the prior written consent of the Lender, and (ii) the DSM Loan Agreement and any documents entered into in connection with the DSM Loan Agreement, without the prior written consent of the Lender not to be unreasonably withheld, delayed or conditioned.

7.5 Collateral; Liens Generally.

(a) The Obligors shall at all times keep the Collateral free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give the Lender prompt written notice of any legal process affecting the Collateral or any Liens. The Obligors shall cause their Subsidiaries to protect and defend such Subsidiary’s title to the Collateral from and against all Persons claiming any interest adverse to such Subsidiary, and the Obligors shall cause their Subsidiaries at all times to keep such Subsidiary’s rights in the Collateral free and clear from any legal process or Liens whatsoever (except for Permitted Liens), and shall give the Lender prompt written notice of any legal process affecting such Subsidiary’s rights in the Collateral.

(b) The Obligors shall not, and shall not permit any of their Subsidiaries to, (i) create, incur, assume or permit to exist any Lien or legal process on any of its properties or assets, whether now owned or acquired after the Restatement Date, other than Permitted Liens or (ii) become a party to any agreement, note, indenture or instrument, or take any other action, which would prohibit the creation of a Lien on any of its properties or other assets in favor of the Lender as additional collateral for the Secured Obligations.

(c) The Obligors shall, at all times, keep, and shall cause their Subsidiaries to keep, the Excluded Intellectual Property free and clear or any legal process or Liens (except for Permitted Liens and the agreements and licenses referenced in the definition of Excluded Intellectual Property and the other rights granted thereunder to the other parties thereto). Each Obligor shall, and shall cause its Subsidiaries to, protect and defend such Obligor’s or such Subsidiary’s title to the Excluded Intellectual Property from and against all Persons claiming any interest adverse to such Obligor or such Subsidiary.

7.6 Investments. No Obligor shall directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments.

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7.7 Distributions. The Obligors shall not, and shall not allow any Subsidiary to, (a) repurchase or redeem any class of stock or other equity interest other than pursuant to employee, director or consultant repurchase plans or other similar agreements or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition or declare or pay any cash dividend or make a cash distribution on any class of stock or other equity interest other than (i) a repurchase or redemption if the repurchase or redemption price does not exceed the original consideration paid for such stock or equity interest, and (ii) a Subsidiary may pay dividends or make distributions to any Obligor (or, in the case of a Foreign Subsidiary that is not a Subsidiary Guarantor, a parent company that is a direct or indirect wholly owned Subsidiary of any Obligor), or (b) lend money to any employees, officers or directors (except as permitted under clauses (vii) or (viii) of the definition of Permitted Investment), or guarantee the payment of any such loans granted by a third party in excess of $100,000 in the aggregate, or (c) waive, release or forgive any Indebtedness owed by any employees, officers or directors in excess of $100,000 in the aggregate, or (d) pay any earn-out or deferred consideration other than Contingent Obligations disclosed in Schedule 1A.

7.8 Transfers. Except for Permitted Transfers and Permitted Investments, the Obligors shall not, and shall not allow any Subsidiary to, voluntarily or involuntarily transfer, sell, lease, license, lend, dispose of or in any other manner convey any equitable, beneficial or legal interest in (i) assets comprising 20% or more of the Obligors' assets, in the aggregate, in one or more transactions, (ii) the stock of any Subsidiary Guarantor, or (iii) the Collateral.

7.9 Mergers or Acquisitions. No Obligor shall merge or consolidate, or permit any of its Subsidiaries to dissolve, amalgamate, liquidate, wind up, dissolve itself (or suffer any liquidation or dissolution), merge or consolidate, with or into any other business organization (other than mergers or consolidations of (a) a Subsidiary which is not an Obligor into another Subsidiary or into an Obligor or (b) an Obligor into another Obligor), or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the Capital Stock or property of another Person, without the prior written consent of the Lender.

7.10 Taxes.

(a) Each Obligor and its Subsidiaries shall pay when due all Taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against (i) the Lender and related to, or in connection with, any of the transactions contemplated hereby or by other Loan Documents (other than taxes imposed on or measured by the net income of the Lender), subject to reasonable notification thereof by the Lender, and (ii) such Obligor or the Collateral or upon such Obligor’s ownership, possession, use, operation or disposition thereof or upon such Obligor’s rents, receipts or earnings arising therefrom. Each Obligor shall file on or before the due date therefor all personal property tax returns in respect of the Collateral. Notwithstanding the foregoing, each Obligor may contest, in good faith and by appropriate proceedings, Taxes for which such Obligor maintains adequate reserves therefor in accordance with GAAP.

(b) Any payments by or on account of any obligation of any Obligor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by such Obligor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 7.10) the applicable recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. Each Obligor shall timely pay to the relevant Governmental Authority in accordance with applicable law any Other Taxes. Each Obligor shall indemnify the Lender within ten days after demand

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therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 7.10) payable or paid by the Lender or required to be withheld or deducted from a payment to the Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Obligors by the Lender shall be conclusive absent manifest error.

7.11 Corporate Changes; Maintenance and Conduct of Business; Capital Structure.

(a) No Obligor shall change its corporate name, legal form or jurisdiction of formation without at least 20 days’ prior written notice to the Lender. No Obligor shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to the Lender; and (ii) such relocation shall be within the continental United States.

(b) No Obligor shall relocate any item of Collateral (other than (x) sales of Inventory in the ordinary course of business, (y) relocations of Equipment having an aggregate value of up to $150,000 in any fiscal year, and (z) relocations of Collateral from a location described on Exhibit C to another location described on Exhibit C) unless (i) it has provided prompt written notice to the Lender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to the Lender.

(c) Each Obligor shall, and shall cause its Subsidiaries to maintain, preserve and protect, in all material respects, all of its material tangible assets and properties used or useful in the conduct of its business, and keep the same in good repair, working order and condition in all material respects (taking into condition ordinary wear and tear, casualty and condemnation) and from time to time make, or cause to be made, all necessary or appropriate repairs, replacements and improvements thereto).

(d) Without the prior written consent of the Lender, no Obligor shall, and shall not permit any of its Subsidiaries to, engage in any business other than the businesses currently engaged in by it and any business or business activities reasonably incidental or related thereto, or any business or activity that is reasonably similar, complementary thereto or a reasonable extension thereof.

(e) No Obligor shall make any change in its form of organization or capital structure without providing the Lender at least five Business Days’ prior written notice.

(f) Each Obligor will maintain its and all of its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on such Obligor’s business or results of operations. The Parent shall comply, and have each Subsidiary comply, in all material respects, with all laws, ordinances and regulations to which it is subject, except where the failure to comply with such laws, ordinances and regulations would not reasonably be expected to have a material adverse effect on the Obligors’ business or results of operations.

7.12 Deposit Accounts. Subject to Section 7.28(e), no Obligor shall maintain any Deposit Accounts, or accounts holding Investment Property, except with respect to which the Lender has an Account Control Agreement; provided, however, that the Obligors may maintain the Specified Accounts without such being subject to an Account Control Agreement so long as the aggregate account balance maintained therein as of any date is not greater than $1,200,000.

7.13 Domestic Subsidiaries. The Obligors shall notify the Lender of each Domestic Subsidiary formed or incorporated subsequent to the Restatement Date, and, within 15 days of such formation or incorporation, shall cause any such Domestic Subsidiary to execute and deliver to the Lender a Joinder

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Agreement and such other documentation as the Lender may require, and for the sake of clarification, no such joinder shall be required with respect to any Foreign Subsidiary.

7.14 Notification of Default or Event of Default. The Obligors shall notify the Lender immediately in writing via email and by telephone pursuant to Section 10.2 after any Obligor acquires knowledge of any breach or Default in the performance of any covenant or Secured Obligation under this Agreement, any Loan Document or any other agreement between any Obligor and the Lender, or the occurrence of any Event of Default.

7.15 Minimum Revenue. As of the last day of each fiscal quarter concluding on and after September 30, 2022, Parent and its consolidated entities shall have revenue (determined in accordance with GAAP) of not less than Minimum Revenue for the preceding 12 months.

7.16 Minimum Liquidity. On the last day of each calendar month, the Obligors shall have, on a consolidated basis, liquidity calculated as (i) unrestricted, unencumbered Cash and Cash Equivalents denominated in U.S. Dollars in one or more Deposit Accounts located in the United States which are subject to an Account Control Agreement in favor of the Lender in a minimum amount equal to the amount specified in the Letter Agreement, plus (ii) any additional amount of available credit, borrowings, or investments readily convertible to Cash to the extent necessary so that the sum of the amounts described in clause (i) and this clause (ii) of Section 7.16 is not less than the amount specified in the Letter Agreement.

7.17 Minimum Asset Coverage. On the last day of each calendar quarter starting with the calendar quarter ending on December 31, 2019, the ratio of Borrowing Base to the then-outstanding Loan shall be not less than 1.00 to 1.50.

7.18 Loan: the Obligors will use the Advances only (a) to pay payroll, payroll taxes, and other employee wage and benefit payments to or for the benefit of Obligors’ employees, and (b) for working capital and general corporate purposes.

7.19 Transactions with Affiliates. No Obligor shall, and shall not permit any of its Subsidiaries to, enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than any Obligor) unless such transaction is (a) otherwise not prohibited under this Agreement, and (c) upon fair and reasonable terms no less favorable to the relevant Obligor or Subsidiary than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate.

7.20 Books and Records. Each Obligor shall, and shall cause each of its Subsidiaries to, keep adequate books and records with respect to its material business activities in which proper entries, reflecting all bona fide material financial transactions, are made in accordance with GAAP in all material respects (it being understood and agreed that any Subsidiary may maintain its individual books and records in conformity with local standards or customs and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

7.21 Compliance with Laws and Organizational Documents; Maintenance of Licenses. Without limiting any other provision of this Agreement, each Obligor shall, and shall cause each of its Subsidiaries to, (a) comply in all respects with all Laws applicable to it except to the extent that the failure to comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and comply in all material respects with the terms of all organizational documents applicable to it, (b) obtain and maintain all material licenses, permits, certifications, franchises, consents and governmental authorizations and approvals necessary to own its property and to conduct its business as conducted on the Restatement Date, except to the extent failure to obtain and maintain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (c) preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain or obtain all Governmental Approvals and all other rights, privileges and franchises necessary or desirable in the normal conduct of its business or necessary for the performance by such Person of its Secured Obligations under any Loan Document, except except, in the case of clause (ii) above, to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (d) comply with all

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Governmental Approvals, and any term, condition, rule, filing or fee obligation, or other requirement related thereto, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect. and the terms of all organizational documents applicable to it; (e)conduct its business in compliance with all applicable anti-corruption laws and maintain policies and procedures designed to promote and achieve compliance with such law; and (f) not amend or permit any amendments to its organizational documents, if such amendment would impair the rights and remedies available to the Lender under the Loan Documents or the Liens contemplated thereby, or otherwise be materially adverse, take as a whole, to the interests of the Lender.

7.22 Intellectual Property.

(a) Subject to the following sentence, with respect to each item of its Intellectual Property, each Obligor agrees to take, at its expense, all commercially reasonable steps, including in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other Governmental Authority, to (i) maintain each issued or registered item of Intellectual Property that exists at or after the Restatement Date and maintain the Intellectual Property in full force and effect, and (ii) pursue the issuance, registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such Intellectual Property. No Obligor will, without the written consent of the Lender, discontinue use of or otherwise abandon any Intellectual Property, or abandon any right to file an application for Patent, Trademark registration, or Copyright registration, unless the applicable Obligor shall have determined that such use or the pursuit or maintenance of such Intellectual Property is no longer desirable in the conduct of such Obligor’s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect.

(b) Each Obligor agrees to promptly notify the Lender if such Obligor becomes aware (i) that any item of the Intellectual Property, that is the subject of an issued Patent, registered Copyright or Trademark, or an application for any of the foregoing, may have become abandoned, placed in the public domain, or deemed invalid or unenforceable, (ii) of any adverse determination or development regarding such Obligor’s ownership of any of the Intellectual Property or its right to register the same or to keep and maintain and enforce the same, or (iii) of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in the U.S. Patent and Trademark Office or any court, but excluding activities in the ordinary course of prosecution) regarding any item of the Intellectual Property, in each case of clauses (i), (ii) and (iii) above, unless the applicable Obligor shall have determined that such event would not be reasonably likely to materially adversely affect the rights or benefits of the Lender.

(c) In the event that an Obligor becomes aware that any item of the Intellectual Property that is owned or exclusively licensed to any Obligor is being infringed or misappropriated by a third party, the Obligor that owns or is exclusively licensed such item of Intellectual Property shall take such actions (if any), at its expense, as such Obligor deems reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property, including, without limitation, suing for infringement or misappropriation and for an injunction against such infringement or misappropriation.

(d) Each Obligor will use proper statutory notice in connection with its use of each item of its Intellectual Property. No Obligor will do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property may lapse or become invalid or unenforceable or placed in the public domain, unless the applicable Obligor shall have determined that the loss of such Intellectual Property would not be reasonably likely to materially adversely affect the rights or benefits of the Lender.

(e) Each Obligor will take all steps which it deems reasonable and appropriate under the circumstances to preserve and protect each item of its Intellectual Property, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as

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of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality.

(f) [Reserved].

(g) Each Obligor agrees that should it obtain an ownership interest in any item of the type that falls within the definition of Collateral IP that is not on the date hereof a part of the Collateral IP (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement will automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Collateral IP subject to the terms and conditions of this Agreement with respect thereto. Upon written request of the Lender, within 15 days after the end of each fiscal quarter (and no more than once per fiscal quarter), such Obligor shall give written notice to the Lender identifying the After-Acquired Intellectual Property acquired during such fiscal quarter, and such Obligor will execute and deliver to the Lender with such written notice, or otherwise authenticate, an intellectual property security agreement substantially in the form of the IP Security Agreement or otherwise in form and substance satisfactory to the Lender covering such After-Acquired Intellectual Property and such intellectual property security agreement shall be recorded by each applicable Obligor with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property where such recording will be within 15 days after notice from the Lender of its satisfaction with such intellectual property security agreement.

7.23 Environmental Matters; Hazardous Material. Each Obligor shall (a) conduct its operations and keep and maintain all Real Estate in compliance with all Environmental Laws, other than noncompliance which could not reasonably be expected to have a Material Adverse Effect; (b) promptly take any and all actions necessary to cure any violation of applicable Environmental Laws by such Obligor or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect, and (c) notify the Lender promptly after such Obligor becomes aware of any violation of Environmental Laws which is reasonably likely to have a Material Adverse Effect.

7.24 Lender Calls. At the reasonable request of the Lender, the Obligors shall participate in monthly conference calls with the Lender, such calls to be held at such time as may be agreed to by the Obligors and the Lender.

7.25 Other Reports. The Obligors shall deliver or cause to be delivered to the Lender, the following:

(a) promptly after any officer of any Obligor obtains knowledge of the commencement of any of the following, written notice in reasonable detail of any Litigation commenced or threatened in writing against such Obligor or any Subsidiary of such Obligor that (i) would reasonably be expected to result in damages in excess of $1,000,000, (ii) seeks material injunctive relief, where such relief could reasonably be expected to have a Material Adverse Effect, or (iii) alleges criminal misconduct of an Obligor or any of its Subsidiaries, which alleged misconduct could reasonably be expected to have a Material Adverse Effect;(g)

(b) promptly after any officer of any Obligor obtains knowledge of the receipt by any Obligor of any written notice of violation of or potential liability or similar written notice under any applicable Law or other development, occurrence or violation that would reasonably be expected to result in liabilities in excess of $1,000,000 or otherwise have a Material Adverse Effect;

(c) at the time of delivery of each of the financial reports required by Section 7.1, a list of any applications for the registration of any Patent, Trademark or Copyright within the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency which an Obligor has filed in the prior fiscal quarter;

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(d) such reports, notices or other documentation required to be provided pursuant to Section 7.23(c) and copies of all environmental reports, reviews and audits in an Obligor’s possession pertaining to actual or potential Environmental Liabilities that would reasonably be expected to have a Material Adverse Effect on any Obligor or its Subsidiaries.

7.26 No Speculative Transactions. No Obligor shall, and shall not permit any of its Subsidiaries to, engage in any transaction involving commodity options, futures contracts or similar transactions, other than foreign currency exchange hedging transactions in the ordinary course of business consistent with past practice.

7.27 Environmental Laws. Comply with all applicable Environmental Laws, and obtain and comply with and maintain any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws, except for any such non-compliance or failure to obtain that could not reasonably be expected to result in a Material Adverse Effect.

7.28 Conditions subsequent. The Borrower will provide the Lender, in form and substance satisfactory to the Lender:

(a)    on or before September 29, 2022, short form security agreements in relation to all Intellectual Property Collateral (as defined in the Security Agreement), signed by all Obligors party to them;

(b)    on or before October 7, 2022, copies (certified by an officer of the Borrower as true, accurate and up to date) of:

    (i)    the DSM Loan Agreement;

(ii)    the DSM Security Agreement; and

(ii)    all other documents delivered by any Obligor in connection with the DSM Loan Agreement,

each signed by all parties to it;

(c)    on or before October 7, 2022, evidence that the Borrower has received not less than $50,000,000 by way of loans under the DSM Loan Agreement;

(d)    on or before October 18, 2022, evidence that:

(i)    form UCC-3 has been filed in relation to a UCC filing no. 19-7712928065 in favor of Better Source LLC;

(ii)    the tax Lien with Alameda County (filing number 2021043989) has been discharged;

(e)    on or before the date falling 45 days from the Restatement Date, Account Control Agreements in relation to all Deposit Accounts and accounts held by the Obligors at the Restatement Date, signed by all parties to them

(f)    on or before the date falling 60 days from the Restatement Date, evidence that:

                (i)            The United States patents and patent applications set forth on Schedule 7.28 have been assigned by their inventors to the Borrower (or such other Obligor as the Lender may reasonably approve) and such assignments duly recorded at the US Patent and Trademark Office;

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                (ii)          all other pending patent applications (including provisional applications) that are not publicly available at the USPTO patent assignment database have been duly recorded at the US Patent and Trademark Office); and

                             (iii)             all continuation applications, divisionals, and other patent application for which an assignment has been executed but not recorded has been properly recorded at the US Patent and Trademark Office);

    (g)    on or before December 31, 2022, evidence that the Borrower has received not less than $25,000,000 by way of loan from DSM under the DSM Loan Agreement    (in addition to the amounts described in clause (c) above).

SECTION 8.EVENTS OF DEFAULT

Any one or more of the following events shall be an Event of Default:

8.1 Payments. The Obligors fail to pay any amount due under this Agreement or any of the other Loan Documents on or prior to the third Business Day after its due date whether scheduled, upon acceleration or otherwise; or

8.2 Covenants. Any Obligor breaches or defaults in the performance of any covenant or Secured Obligation under this Agreement, or any of the other Loan Documents or any other agreement between any Obligor and the Lender, and (other than any breach or default in the performance of Section 7.28) such default continues for more than five Business Days; or

8.3 Representations. Any representation or warranty made by any Obligor in any Loan Document shall have been untrue or incorrect in any material respect when made or deemed made; or

8.4 Insolvency. (i) any Group Member shall commence any case, proceeding or other action (A) under any Bankruptcy Law, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator, judicial manager or other similar official for it or for all or any substantial part of its assets, or any Group Member shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against any Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) any Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clauses (i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due, subject to applicable grace periods, if any; or

8.5 Attachments; Judgments. If (i) any portion of any Group Member’s assets are attached or seized, or a levy is filed against any such assets, or a judgment or judgments is/are entered for the payment of money, individually or in the aggregate, of at least $250,000, or any Group Member is enjoined or in any way prevented by court order from conducting any part of its business; or (ii) there shall be commenced against any Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged or stayed or bonded pending appeal within 60 days from the entry thereof; or (iii) any court order enjoins, restrains or prevents a Group Member from conducting all or any material part of its business; or

8.6 Other Obligations. The occurrence of any default or breach under any agreement or obligation of any Group Member involving any Indebtedness in excess of $500,000, or receipt of written notice of

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the occurrence of any default or breach under any other agreement or obligation of any Group Member with annual payments or receipts in excess of $500,000, which, in the case of such default or breach, is not cured within any applicable grace or cure period; or

8.7 Loan Documents. (a) The occurrence of any default under any Loan Document or any other agreement between the Obligors and the Lender, (b) (i) the guaranty set forth in Section 11 of this Agreement ceases to be in full force and effect for any reason whatsoever, including, without limitation, a determination by any Governmental Authority that this Agreement is invalid, void or unenforceable or (ii) any Obligor or any Person acting on behalf of such Subsidiary Guarantor shall contest in any manner the validity, binding nature or enforceability of any Loan Document or (iii) the obligations of any Obligor under any Loan Document are not or cease to be legal, valid, binding and enforceable in accordance with the terms of such Loan Document, or (c) (x) any Security Document shall cease to be in full force and effect or any Person shall so assert or any security interest purported to be created by any Loan Document shall cease to be, or shall be asserted in writing by any Obligor not to be, a valid, perfected, security interest in any material portion of the Collateral covered thereby, or (y) the Secured Obligations shall cease to constitute Indebtedness senior in right of security under and subject to the terms of any intercreditor agreement delivered under this Agreement in respect of the Liens securing Indebtedness ranking junior in right of security to the Loan or, in any case, such intercreditor provisions shall be invalidated or otherwise cease to be legal, valid and binding obligations of the parties thereto, enforceable in accordance with their terms; or

8.8 Change in Control. The occurrence of any Change in Control without the prior written approval of the Lender; or

8.9 Invalidity. Any material provision of any Loan Document shall for any reason cease to be valid, binding and enforceable in accordance with its terms (or any Obligor or Subsidiary of an Obligor shall challenge in writing the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms), or any security interest created under any Loan Document shall cease to be a valid and perfected (subject only to Permitted Liens) security interest or Lien (except as otherwise permitted herein or therein) in any material portion of the Collateral purported to be covered thereby, except to the extent that any such loss of perfection or priority results from any action or inaction of the Lender; or

8.10 Subordination Provisions. Any subordination or intercreditor provisions of any agreement, document or instrument governing any Indebtedness which by its terms is subordinated to the Indebtedness to the Lender or any Indebtedness that is secured by Liens that have been contractually subordinated to the Liens securing the Obligations shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect (other than in accordance with the express terms thereof), each Obligor or any of its Subsidiaries shall contest in any manner the validity or enforceability thereof or such Obligor or any of its Subsidiaries shall deny that it has any further liability or obligation thereunder.

SECTION 9.REMEDIES

9.1 General. Upon and during the continuance of any one or more Events of Default, (i) the Lender may, at its option, accelerate and demand payment of all or any part of the Secured Obligations and declare them to be immediately due and payable, whereupon the same shall immediately become due and payable (provided, that upon the occurrence of an Event of Default of the type described in Section 8.4, all of the Secured Obligations shall automatically be accelerated and made due and payable, in each case without any further notice or act), (ii) the Lender may, at its option, sign and file in any Obligor’s name any and all collateral assignments, notices, control agreements, security agreements and other documents it deems necessary or appropriate to perfect or protect the repayment of the Secured Obligations, and in furtherance thereof, each Obligor hereby grants the Lender an irrevocable power of attorney coupled with an interest, and (iii) the Lender may notify any of the Obligors’ account debtors to make payment directly to the Lender, compromise the amount of any such account on such Obligor’s behalf and endorse the Lender’s name without recourse on any such payment for deposit directly to the Lender’s account. The Lender may exercise all rights and remedies under the Loan Documents or otherwise available to it under the UCC and other applicable law, including the right to release, hold, sell,

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lease, liquidate, collect, realize upon, or otherwise dispose of all or any part of the Collateral and the right to occupy, utilize, process and commingle the Collateral. All of the Lender’s rights and remedies shall be cumulative and not exclusive.

9.2 Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender may at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Obligors agree that any such public or private sale may occur upon ten calendar days’ prior written notice to the Obligors. The Lender may require the Obligors to assemble the Collateral and make it available to the Lender at a place designated by the Lender that is reasonably convenient to the Lender and the Obligors. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender in the following order of priorities:

(a) First, to the Lender in an amount sufficient to pay in full costs and professionals’ and advisors’ fees and expenses as described in Section 10.12;

(b) Second, to the Lender in an amount equal the then unpaid amount of the Secured Obligations (including principal, interest, and any Default interest payable pursuant to Section 2.4), in such order and priority as the Lender may choose in its sole discretion; and

(c) Finally, after the full, final, and indefeasible payment in Cash of all of the Secured Obligations, to any creditor holding a junior Lien on the Collateral, or to such Obligor or its representatives or as a court of competent jurisdiction may direct.

The Lender shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

9.3 Marshalling. The Lender shall be under no obligation to marshal any of the Collateral for the benefit of any Obligor or any other Person, and the Obligors expressly waive all rights, if any, to seek to require the Lender to marshal any Collateral.

9.4 Cumulative Remedies. The rights, powers and remedies of the Lender hereunder shall be in addition to all rights, powers and remedies given by statute or rule of law and are cumulative. The exercise of any one or more of the rights, powers and remedies provided herein shall not be construed as a waiver of or election of remedies with respect to any other rights, powers and remedies of the Lender.

SECTION 10.MISCELLANEOUS

10.1 Severability. Whenever possible, each provision of the Loan Documents shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of any Loan Document shall be prohibited by or invalid under such law, such provision shall be ineffective only to the extent and duration of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of such Loan Document.

10.2 Notice. Except as otherwise provided herein, any notice, demand, request, consent, approval, declaration, service of process or other communication (including the delivery of Financial Statements) that is required, contemplated, or permitted under the Loan Documents or with respect to the subject matter hereof shall be in writing, and shall be deemed to have been validly served, given, delivered, and received upon the earlier of: (i) the day of hand delivery or delivery by an overnight express service or overnight mail delivery service; or (ii) the third calendar day after deposit in the United States mails, with proper first class postage prepaid, in each case addressed to the party to be notified as follows:

(a) If to the Lender:

FORIS VENTURES, LLC

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Attention:

751 Laurel Street #717

San Carlos, CA 94070

with a copy (which shall not constitute notice) to:

GOODWIN PROCTER LLP

Three Embarcadero Center

28th Floor

San Francisco, CA 94111

Attention:

Phone:

Email:

(b) If to the Obligors:

AMYRIS, INC.
Attention: Chief Legal Officer
5885 Hollis Street, Suite 100
Emeryville, CA 94608

Phone: Email:

with a copy (which shall not constitute notice) to:

FENWICK & WEST LLP

Silicon Valley Center

801 California Street

Mountain View, CA 94041

Attn:

Phone:

Email:

or to such other address as each party may designate for itself by like notice.

10.3 Entire Agreement; Amendments.

(a) This Agreement and the other Loan Documents constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof, and supersede and replace in their entirety any prior proposals, term sheets, non-disclosure or confidentiality agreements, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof or thereof.

(b) No amendment or waiver of, or supplement or other modification to, any Loan Document (other than any landlord, bailee or mortgagee agreement) or any provision thereof, shall be effective unless the same shall be in writing and signed by the Obligors and the Lender, and then such waiver shall be effective only in the specific instance and for the specific purpose for which given.

10.4 No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

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10.5 No Waiver. The powers conferred upon the Lender by this Agreement are solely to protect its rights hereunder and under the other Loan Documents and its interest in the Collateral and shall not impose any duty upon the Lender to exercise any such powers. No omission or delay by the Lender at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by the Obligors at any time designated, shall be a waiver of any such right or remedy to which the Lender is entitled, nor shall it in any way affect the right of the Lender to enforce such provisions thereafter.

10.6 Survival. All agreements, representations and warranties contained in this Agreement and the other Loan Documents or in any document delivered pursuant hereto or thereto shall be for the benefit of the Lender and shall survive the execution and delivery of this Agreement and the expiration or other termination of the Loan Documents.

10.7 Successors and Assigns. The provisions of this Agreement and the other Loan Documents shall inure to the benefit of and be binding on the Obligors and their permitted assigns (if any). The Obligors shall not assign any obligations under this Agreement or any of the other Loan Documents without the Lender’s express prior written consent, and any such attempted assignment shall be void and of no effect. The Lender may assign, transfer, or endorse its rights hereunder and under the other Loan Documents without prior notice to the Obligors (except that the Lender shall notify the Obligors of an assignment for the limited purpose of recording such assignment in the Register in accordance with Section 10.13), and all of such rights shall inure to the benefit of Lender’s successors and permitted assigns, provided, that, except during the continuance of an Event of Default, the Lender shall not assign, transfer or endorse its rights hereunder or under any other Loan Document to (i) any entity which is a direct a competitor of the Obligors, (ii) an entity which operates a business in the same industry as the Obligors or (iii) an Affiliate of any entity meeting the criteria set forth in the preceding clause (i) or (ii), excluding, in each case, any entities which, together with their consolidated Affiliates, at the time of assignment have equity investments in such a competitor, business or Affiliate not in excess of 10.0% of the total equity investments owned by such entities and their consolidated Affiliates.

10.8 Governing Law. THE VALIDITY OF THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, THE RIGHTS OF THE OBLIGORS AND THE LENDER (THE “PARTIES” AND EACH A “PARTY”) WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO, AND ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

10.9 Consent to Jurisdiction and Venue. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA; PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE LENDER'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE THE LENDER ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH PARTY WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUMNONCONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 10.9.

10.10 Mutual Waiver of Jury Trial / Judicial Reference.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH PARTY REPRESENTS THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND

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VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(b) EACH OBLIGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF SANTA CLARA, AND THE STATE OF CALIFORNIA, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AGAINST ANY OBLIGOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.IF ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY OR AGAINST ANY PARTY HERETO IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET FORTH IN SECTION 10.10(a) IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE PARTIES HERETO AGREE AS FOLLOWS:

(i) WITH THE EXCEPTION OF THE MATTERS SPECIFIED IN SUBCLAUSE (II) BELOW, ANY CLAIM SHALL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES INTEND THIS GENERAL REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE. VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF SANTA CLARA, CALIFORNIA.

(ii) THE FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY, (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C) APPOINTMENT OF A RECEIVER, AND (D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS, OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) THROUGH (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY PARTY TO PARTICIPATE IN A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT WITH RESPECT TO ANY OTHER MATTER.

(iii) UPON THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES DO NOT AGREE UPON A REFEREE WITHIN 10 DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST THE COURT TO APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B). THE REFEREE SHALL BE APPOINTED TO SIT WITH ALL OF THE POWERS PROVIDED BY LAW. PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY OR PROVISIONAL REMEDIES.

(iv) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT TO THE COURSE OF THE

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REFERENCE PROCEEDING. ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A COURT REPORTER SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER, PROVIDED THAT SUCH COSTS, ALONG WITH THE REFEREE'S FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.

(v) THE REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA.

(vi) THE REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. THE REFEREE SHALL ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE'S DECISION SHALL BE ENTERED BY THE COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT OR ORDER FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT.

(vii) THE PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT.

10.11 Professional Fees. The Obligors promise to pay the Lender’s fees and expenses necessary to finalize the loan documentation, including but not limited to reasonable attorneys’ fees (including reasonable attorney’s fees in connection with diligence on the Obligors’ Intellectual Property), UCC searches, filing costs, and other miscellaneous expenses, all as set forth on a summary invoice provided to the Obligors. In addition, the Obligors promise to pay any and all reasonable attorneys’ and other professionals’ fees and expenses incurred by the Lender after the Restatement Date in connection with or related to: (a) the Loan; (b) the administration, syndication, distribution, collection, or enforcement of the Loan; (c) the amendment or modification of the Loan Documents; (d) any waiver, consent, release, or termination under the Loan Documents; (e) the enforcement, collection or protection of the Lender’s rights in connection with this Agreement and the Loan Documents, including the protection, preservation, audit, field exam, sale, lease, liquidation, or disposition of Collateral or the exercise of remedies with respect to the Collateral; (f) any legal, litigation, administrative, arbitration, or out of court proceeding in connection with or related to the Obligors or the Collateral, and any appeal or review thereof; (g) any bankruptcy, restructuring, reorganization, assignment for the benefit of creditors, workout, foreclosure, or

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other action related to the Obligors, the Collateral, the Loan Documents, including representing the Lender in any adversary proceeding or contested matter commenced or continued by or on behalf of any Obligor’s estate, and any appeal or review thereof.

10.12 Confidentiality. The Lender acknowledges that certain items of Collateral and information provided to the Lender by the Obligors are confidential and proprietary information of the Obligors, if and to the extent such information either (x) is marked as confidential by an Obligor at the time of disclosure, or (y) should reasonably be understood to be confidential (the “Confidential Information”). Accordingly, the Lender agrees that any Confidential Information they may obtain pursuant to Section 7.1 of this Agreement, in the course of acquiring, administering, or perfecting the Lender’s security interest in the Collateral or otherwise shall not be disclosed to any other Person or entity in any manner whatsoever, in whole or in part, without the prior written consent of the Obligors, except that the Lender may disclose any such information: (a) to their respective directors, officers, employees, accountants, counsel and other professional advisors and to its Affiliates if the Lender in its sole discretion determines that any such party should have access to such information in connection with such party’s responsibilities in connection with the Loan or this Agreement and, provided, that such recipient of such Confidential Information either (i) agrees to be bound by the confidentiality provisions of this paragraph or (ii) is otherwise subject to confidentiality restrictions that reasonably protect against the disclosure of Confidential Information; (b) if such information is generally available to the public (other than as a result of the Lender’s breach of its obligations under this Section 10.12); (c) if required or appropriate in any report, statement or testimony submitted to any Governmental Authority having or claiming to have jurisdiction over the Lender; (d) if required or appropriate in response to any summons or subpoena or in connection with any litigation, to the extent permitted or deemed advisable by the Lender’s counsel; (e) to comply with any legal requirement or law applicable to the Lender; (f) to the extent reasonably necessary in connection with the exercise of any right or remedy under any Loan Document, including the Lender’s sale, lease, or other disposition of Collateral after Default; (g) to any participant or assignee of the Lender or any prospective participant or assignee; provided, that such participant or assignee or prospective participant or assignee agrees in writing to be bound by this Section prior to disclosure; or (h) otherwise with the prior consent of the Obligors; provided, that any disclosure made in violation of this Agreement shall not affect the obligations of each Obligor or any of its Affiliates or any guarantor under this Agreement or the other Loan Documents.

10.13 Assignment of Rights. The Obligors acknowledge and understand that the Lender may sell and assign all or part of its interest hereunder and under the Loan Documents to any Person or entity (an “Assignee”), subject to the restrictions set forth in Section 10.7. After such a permitted assignment the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of the Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, the Lender shall retain all rights, powers and remedies hereby given. No such assignment by the Lender shall relieve any Obligor of any of its obligations hereunder. The Lender agrees that in the event of any transfer by it of the Note(s) (if any), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. The Obligors shall maintain a register (the “Register”) for the recordation of the name and address of the Lender and the principal amount of and stated interest on the amount owing to the Lender pursuant to the terms hereof from time to time. The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each person or entity whose name is recorded in the Register as the Lender for all purposes of this Agreement. In the event that the Lender sells a participation interest in any Loan, the Lender shall maintain a similar register. The parties shall take any other action necessary from time to time to establish that this Loan (and any Note(s) evidence the Loan) and the amounts otherwise owing hereunder are in registered form under section 5f.103-1(c) of the Treasury Regulations.

10.14 Revival of Secured Obligations. This Agreement and the Loan Documents shall remain in full force and effect and continue to be effective if any petition is filed by or against any Obligor for liquidation or reorganization, if any Obligor becomes insolvent or makes an assignment for the benefit of creditors, if a receiver or trustee is appointed for all or any significant part of any Obligor’s assets, or if any payment or transfer of Collateral is recovered from the Lender. The Loan Documents and the Secured Obligations and Collateral security shall continue to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the Secured Obligations or any transfer of

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Collateral to the Lender, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must otherwise be restored or returned by, or is recovered from, the Lender or by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment, performance, or transfer of Collateral had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Loan Documents and the Secured Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the full, final, and indefeasible payment to the Lender in Cash.

10.15 Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.

10.16 No Third-Party Beneficiaries. No provisions of the Loan Documents are intended, nor will be interpreted, to provide or create any third-party beneficiary rights or any other rights of any kind in any Person other than the Lender and the Obligors unless specifically provided otherwise herein, and, except as otherwise so provided, all provisions of the Loan Documents will be personal and solely between the Lender and the Obligors.

10.17 Publicity.

(a) So long as the Lender provides the Obligors prior written notice and a reasonable opportunity to review, the Obligors consent to the publication and use by the Lender and any of its member businesses and Affiliates of (i) the Obligors’ names (including a brief description of the relationship between the Obligors and the Lender) and logo and a hyperlink to the Obligors’ web sites, separately or together, in written and oral presentations, advertising, promotional and marketing materials, client lists, public relations materials or on its web site (together, the “Lender Publicity Materials”); (ii) the names of officers of the Obligors in the Lender Publicity Materials; and (iii) the Obligors’ names, trademarks or servicemarks in any news release concerning the Lender.

(b) No Obligor nor any of its member businesses and Affiliates shall, without the Lender’s consent (which shall not be unreasonably withheld or delayed), publicize or use (i) the Lender’s name (including a brief description of the relationship between such Obligor and the Lender), logo or hyperlink to the Lender’s web site, separately or together, in written and oral presentations, advertising, promotional and marketing materials, client lists, public relations materials or on its web site (together, the “Borrower Publicity Materials”); (ii) the names of officers of the Lender in the Borrower Publicity Materials; and (iii) the Lender’s name, trademarks, servicemarks in any news release concerning such Obligor, provided, however, that this provision shall not restrict such Obligor from disclosing or using any such information as required by applicable law or regulation.

10.18 Power of Attorney. Each Obligor hereby irrevocably appoints Lender as its true and lawful attorney-in-fact, (a) exercisable upon the occurrence and during the continuance of an Event of Default, to: (i) endorse each Obligor’s name on any checks, payment instruments, or other forms of payment or security; (ii) sign each Obligor’s name on any invoice or bill of lading for any account or drafts against account debtors; (iii) demand, collect, sue, and give releases to any account debtor for monies due, settle and adjust disputes and claims about the accounts directly with account debtors, and compromise, prosecute, or defend any action, claim, case, or proceeding about any Collateral (including filing a claim or voting a claim in any bankruptcy case in Lender’s or an Obligor’s name, as Lender chooses); (iv) make, settle, and adjust all claims under each Obligor’s insurance policies; (v) pay, contest or settle any Lien, charge, encumbrance, security interest, or other claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (vi) transfer the Collateral into the name of Lender or a third party as the Code permits; and (b) regardless of whether an Event of Default has occurred, to sign Obligor’s name on any documents necessary to perfect or continue the perfection of Lender’s security interest in the Collateral. Lender’s foregoing appointment as each Obligor’s attorney in fact, and all of Lender’s rights and powers, coupled with an interest, are irrevocable

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until such time as all Secured Obligations have been satisfied in full, Lender is under no further obligation to make Advances and the Loan Documents have been terminated. Lender shall not incur any liability in connection with or arising from the exercise of such power of attorney and shall have no obligation to exercise any of the foregoing rights and remedies.

10.19 Electronic signatures The words “execution,” “signed,” “signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.

10.20 Protective Payments. If an Obligor fails to timely obtain the insurance called for by this Agreement or fails to pay any premium thereon or fails to timely pay any other amount which an Obligor is obligated to pay under any Loan Document or which may be required to preserve the Collateral, the Lender may obtain such insurance or make such payment, and all amounts so paid by the Lender are expenses of the Lender and immediately due and payable, bearing interest at the then highest rate applicable to the Secured Obligations, and secured by the Collateral. The Lender will make reasonable efforts to provide the Obligors with notice of the Lender obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by the Lender are deemed an agreement to make similar payments in the future or the Lender’s waiver of any Event of Default.

10.21 Set off. Upon the occurrence and during the continuance of any Event of Default, the Lender is hereby authorized at any time and from time to time, without prior notice to any Obligor, any such notice being expressly waived by the Obligors, to the fullest extent permitted by applicable law, to set off and apply any and all deposits, in any currency, at any time held or owing, and any other credits, indebtedness, claims or obligations, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Lender to or for the credit or the account of any Obligor against any and all of the obligations of the Obligors now or hereafter existing under the Loan Documents to the Lender that are then due and payable, irrespective of whether or not the Lender shall have made any demand under any Loan Document and although such obligations of the Obligors may be contingent or unmatured. The rights of the Lender under this Section 10.22 are in addition to other rights and remedies (including other rights of set-off) which the Lender may have.

10.22 Set Aside. To the extent that any payment by or on behalf of an Obligor is made to the Lender, or the Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

10.23 Additional Waivers.

(a) The Secured Obligations are the joint and several obligation of each Obligor. To the fullest extent permitted by applicable law, the Secured Obligations of each Obligor shall not be affected by (i) the failure of the Lender to assert any claim or demand or to enforce or exercise any right or remedy against any other Obligor under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of the Lender.

(b) The Secured Obligations of each Obligor shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise of any of the Secured Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Secured Obligations or otherwise. Without limiting the generality of the foregoing, the Secured Obligations of each Obligor hereunder shall

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not be discharged or impaired or otherwise affected by the failure of the Lender to assert any claim or demand or to enforce any remedy under any Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Secured Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Obligor or that would otherwise operate as a discharge of any Obligor as a matter of law or equity.

(c) To the fullest extent permitted by applicable law, each Obligor waives any defense based on or arising out of any defense of any other Obligor or the unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Obligor. The Lender may, at its election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured Obligations, make any other accommodation with any other Obligor, or exercise any other right or remedy available to them against any other Obligor, without affecting or impairing in any way the liability of any Obligor hereunder. Each Obligor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Obligor against any other Obligor, as the case may be, or any security.

SECTION 11.GUARANTY; WAIVERS.

11.1 Guaranty. In recognition of the direct and indirect benefits to be received by the Subsidiary Guarantors from the proceeds of the Advances and by virtue of the financial accommodations to be made to the Borrower, each of the Subsidiary Guarantors, jointly and severally, hereby unconditionally and irrevocably guarantees (this “Guaranty”) as a primary obligor and not merely as a surety the full and prompt payment when due, whether upon maturity, acceleration, or otherwise, of all of the Secured Obligations plus any interest accruing on any unpaid amounts owing by such Subsidiary Guarantor hereunder (such interest to accrue at the rate set forth in Section 2.2(d)) from the date a demand is made for payment thereunder, plus any and all fees, costs and expenses in protecting or enforcing its rights and remedies with respect to the Guaranty, including, without limitation, attorney’s fees and fees, costs and expenses of litigation (the “Guarantied Obligations”). If any or all of the Secured Obligations constituting Guarantied Obligations becomes due and payable, each of the Subsidiary Guarantors, unconditionally and irrevocably, and without the need for demand, protest, or any other notice or formality, promises to pay such indebtedness to the Lender that may be incurred by the Lender in demanding, enforcing, or collecting any of the Guarantied Obligations (including the enforcement of any collateral for such Guarantied Obligations or any collateral for the obligations of the Subsidiary Guarantors under this Guaranty). If claim is ever made upon the Lender for repayment or recovery of any amount or amounts received in payment of or on account of any or all of the Guarantied Obligations and the Lender repays all or part of said amount by reason of (i) any judgment, decree, or order of any court or administrative body having jurisdiction over such payee or any of its property, or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower or any Subsidiary Guarantor), then and in each such event, each of the Subsidiary Guarantors agrees that any such judgment, decree, order, settlement, or compromise shall be binding upon the Subsidiary Guarantors, notwithstanding any revocation (or purported revocation) of this Guaranty or other instrument evidencing any liability of any Obligor, and the Subsidiary Guarantors shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

11.2 Additionally, each of the Subsidiary Guarantors unconditionally and irrevocably guarantees the payment of any and all of the Guarantied Obligations to the Lender, whether or not due or payable by any other Obligor upon the occurrence of any of the events specified in Section 8.4, and irrevocably and unconditionally promises to pay such indebtedness to the Lender, without the requirement of demand, protest, or any other notice or other formality, in lawful money of the United States.

11.3 The liability of each of the Subsidiary Guarantors hereunder is primary, absolute, and unconditional, and is independent of any security for or other guaranty of the Guarantied Obligations, whether executed by any other Subsidiary Guarantor or by any other Person, and the liability of each of

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the Subsidiary Guarantors hereunder shall not be affected or impaired by (i) any payment on, or in reduction of, any such other guaranty or undertaking, (ii) any dissolution, termination, or increase, decrease, or change in personnel by any Obligor, (iii) any payment made to the Lender on account of the Secured Obligations which the Lender repays to any Obligor pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding (or any settlement or compromise of any claim made in such a proceeding relating to such payment), and each of the Subsidiary Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, or (iv) any action or inaction by the Lender, or (v) any invalidity, irregularity, avoidability, or unenforceability of all or any part of the Secured Obligations or of any security therefor.

11.4 This Guaranty includes all present and future Guarantied Obligations including any under transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Guarantied Obligations, changing the interest rate, payment terms, or other terms and conditions thereof, or creating new or additional Guarantied Obligations after prior Guarantied Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Subsidiary Guarantor hereby waives any right to revoke this Guaranty as to future Guarantied Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Subsidiary Guarantor acknowledges and agrees that (i) no such revocation shall be effective until written notice thereof has been received by the Lender, (ii) no such revocation shall apply to any Guarantied Obligations in existence on the date of receipt by the Lender of such written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (iii) no such revocation shall apply to any Guarantied Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of any member of the Lender in existence on the date of such revocation, (iv) no payment by any Subsidiary Guarantor, the Borrower, or from any other source, before the date of the Lender's receipt of written notice of such revocation shall reduce the maximum obligation of such Subsidiary Guarantor hereunder, and (v) any payment by the Borrower or from any source other than such Subsidiary Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantied Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of such Subsidiary Guarantor hereunder. This Guaranty shall be binding upon each Subsidiary Guarantor, its successors and assigns and inure to the benefit of and be enforceable by the Lender and its successors, transferees, or assigns.

11.5 The guaranty by each of the Subsidiary Guarantors hereunder is a guaranty of payment and not of collection. The obligations of each of the Subsidiary Guarantors hereunder are independent of the obligations of any other Subsidiary Guarantor or Obligor or any other Person and a separate action or actions may be brought and prosecuted against one or more of the Subsidiary Guarantors whether or not action is brought against any other Subsidiary Guarantor or Obligor or any other Person and whether or not any other Subsidiary Guarantor or Obligor or any other Person be joined in any such action or actions. Each of the Subsidiary Guarantors waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement hereof. Any payment by any Obligor or other circumstance which operates to toll any statute of limitations as to any Obligor shall operate to toll the statute of limitations as to each of the Subsidiary Guarantors.

11.6 Each of the Subsidiary Guarantors authorizes the Lender without notice or demand, and without affecting or impairing its liability hereunder, from time to time to:

(a) change the manner, place, or terms of payment of, or change or extend the time of payment of, renew, increase, accelerate, or alter: (A) any of the Secured Obligations (including any increase or decrease in the principal amount thereof or the rate of interest or fees thereon); or (B) any security therefor or any liability incurred directly or indirectly in respect thereof, and this Guaranty shall apply to the Secured Obligations as so changed, extended, renewed, or altered;

(b) take and hold security for the payment of the Secured Obligations and sell, exchange, release, impair, surrender, realize upon, collect, settle, or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure the Secured Obligations or any of the Guarantied Obligations (including any of the obligations of all or any of the Subsidiary

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Guarantors under this Guaranty) incurred directly or indirectly in respect thereof or hereof, or any offset on account thereof;

(c) exercise or refrain from exercising any rights against any Obligor;

(d) release or substitute any one or more endorsers, guarantors, any Obligor, or other obligors;

(e) settle or compromise any of the Secured Obligations, any security therefor, or any liability (including any of those of any of the Subsidiary Guarantors under this Guaranty) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of any Obligor to its creditors;

(f) apply any sums by whomever paid or however realized to any liability or liabilities of any Obligor to the Lender regardless of what liability or liabilities of such Obligor remain unpaid;

(g) consent to or waive any breach of, or any act, omission, or default under, any Loan Document or any of the instruments or agreements referred to herein or therein, or otherwise amend, modify, or supplement any other Loan Document or any of such other instruments or agreements; or

(h) take any other action that could, under otherwise applicable principles of law, give rise to a legal or equitable discharge of one or more of the Subsidiary Guarantors from all or part of its liabilities under this Guaranty.

11.7 It is not necessary for the Lender to inquire into the capacity or powers of any of the Subsidiary Guarantors or the officers, directors, partners or agents acting or purporting to act on their behalf, and any Secured Obligations made or created in reliance upon the professed exercise of such powers shall be guarantied hereunder.

11.8 Each Subsidiary Guarantor jointly and severally guarantees that the Guarantied Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lender with respect thereto. The obligations of each Subsidiary Guarantor under this Guaranty are independent of the Guarantied Obligations, and a separate action or actions may be brought and prosecuted against each Subsidiary Guarantor to enforce such obligations, irrespective of whether any action is brought against any other Subsidiary Guarantor or whether any other Subsidiary Guarantor is joined in any such action or actions. The liability of each Subsidiary Guarantor under this Guaranty shall be absolute and unconditional irrespective of, and each Subsidiary Guarantor hereby irrevocably waives any defense it may now or hereafter have in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

(b) any change in the time, manner, or place of payment of, or in any other term of, all or any of the Guarantied Obligations, or any other amendment or waiver of or any consent to departure from any Loan Document, including any increase in the Guarantied Obligations resulting from the extension of additional credit;

(c) any taking, exchange, release, or non-perfection of any Lien in and to any Collateral, or any taking, release, amendment, waiver of, or consent to departure from any other guaranty, for all or any of the Guarantied Obligations;

(d) the existence of any claim, set-off, defense, or other right that any Subsidiary Guarantor may have at any time against any Person, including the Lender;

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(e) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guarantied Obligations or any security therefor;

(f) any right or defense arising by reason of any claim or defense based upon an election of remedies by any member of the Lender including any defense based upon an impairment or elimination of such Subsidiary Guarantor's rights of subrogation, reimbursement, contribution, or indemnity of such Subsidiary Guarantor against any other Obligor or any guarantors or sureties;

(g) any change, restructuring, or termination of the corporate, limited liability company, or partnership structure or existence of any Obligor; or

(h) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Obligor or any other guarantor or surety (other than a defense of payment in full or performance in full of the Guarantied Obligations).

11.9 Each of the Subsidiary Guarantors waives any right (except as shall be required by applicable statute and cannot be waived) to require the Lender to (i) proceed against any other Obligor or any other Person, (ii) proceed against or exhaust any security held from any other Obligor or any other Person, or (iii) protect, secure, perfect, or insure any security interest or Lien on any property subject thereto or exhaust any right to take any action against any other Obligor, any other Person, or any collateral, or (iv) pursue any other remedy in the Lender 's power whatsoever. Each of the Subsidiary Guarantors waives any defense based on or arising out of any defense of any Obligor or any other Person, other than payment of the Guarantied Obligations to the extent of such payment, based on or arising out of the disability of any Obligor or any other Person, or the validity, legality, or unenforceability of the Secured Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Obligor other than payment of the Secured Obligations to the extent of such payment. The Lender may foreclose upon any Collateral held by the Lender by one or more judicial or nonjudicial sales or other dispositions, whether or not every aspect of any such sale is commercially reasonable or otherwise fails to comply with applicable law or may exercise any other right or remedy the Lender may have against any Obligor or any other Person, or any security, in each case, without affecting or impairing in any way the liability of any of the Subsidiary Guarantors hereunder except to the extent the Guarantied Obligations have been paid.

11.10 Each of the Subsidiary Guarantors waives all presentments, demands for performance, protests and notices, including notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation, or incurring of new or additional Secured Obligations or other financial accommodations, in each case, except with respect to any notices expressly required pursuant to the terms of this Agreement or any other Loan Document . Each of the Subsidiary Guarantors waives notice of any Default or Event of Default under any of the Loan Documents. Each of the Subsidiary Guarantors assumes all responsibility for being and keeping itself informed of each Obligor's financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Secured Obligations and the nature, scope, and extent of the risks which each of the Subsidiary Guarantors assumes and incurs hereunder, and agrees that the Lender shall not have any duty to advise any of the Subsidiary Guarantors of information known to them regarding such circumstances or risks.

11.11 To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives: (A) any right to assert against the Lender, any defense (legal or equitable) (other than a defense of payment in full or performance in full of the Guarantied Obligations), set-off, counterclaim, or claim which each Subsidiary Guarantor may now or at any time hereafter have against Borrower or any other party liable to the Lender; (B) any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity, or enforceability of the Guarantied Obligations or any security therefor; (C) any right or defense arising by reason of any claim or defense based upon an election of remedies by the Lender including any defense based upon an impairment or elimination of such Subsidiary Guarantor's rights of subrogation, reimbursement, contribution, or indemnity of such Subsidiary Guarantor against the Borrower or other guarantors or sureties; and (D) the benefit of any statute of limitations affecting such Subsidiary Guarantor's liability

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hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guarantied Obligations shall similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor's liability hereunder.

11.12 No Subsidiary Guarantor will exercise any rights that it may now or hereafter acquire against any Obligor or any other Subsidiary Guarantor that arise from the existence, payment, performance or enforcement of such Subsidiary Guarantor's obligations under this Guaranty, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Lender against any Obligor or any other guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including the right to take or receive from any Obligor or any other Subsidiary Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until all of the Guarantied Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash and all of the Lender’s commitments under the Loan Documents have been terminated. If any amount shall be paid to any Subsidiary Guarantor in violation of the immediately preceding sentence, such amount shall be held in trust for the benefit of the Lender, and shall forthwith be paid to the Lender to be credited and applied to the Guarantied Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as Collateral for any Guarantied Obligations or other amounts payable under this Guaranty thereafter arising. Notwithstanding anything to the contrary contained in this Guaranty, no Subsidiary Guarantor may exercise any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse against or with respect to any property or asset of, any other Obligor (the "Foreclosed Obligor"), including after payment in full of the Secured Obligations, if all or any portion of the Secured Obligations have been satisfied in connection with an exercise of remedies in respect of the Capital Stock of such Foreclosed Obligor whether pursuant to this Agreement or otherwise.

11.13 Each of the Subsidiary Guarantors hereby acknowledges and affirms that it understands that to the extent the Guarantied Obligations are secured by estates or interests in real property now owned or hereafter acquired by any Obligor or any Subsidiary of any Obligor and the improvements thereto (“Real Property”) located in California, Subsidiary Guarantors shall be liable for the full amount of the liability hereunder notwithstanding the foreclosure on such Real Property by trustee sale or any other reason impairing such Subsidiary Guarantor's right to proceed against any Obligor.

11.14 In accordance with Section 2856 of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction, each of the Subsidiary Guarantors hereby (except with respect California Civil Code Section 2848, as set forth below) waives (subject to reinstatement after the Guaranteed Obligations have been paid in full) until such time as the Guarantied Obligations have been paid in full:

(a) all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to the Subsidiary Guarantors by reason of Sections 2787 to 2855 (other than 2848), inclusive, 2899, and 3433 of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction;

(b) all rights and defenses that the Subsidiary Guarantors may have because the Guarantied Obligations are secured by Real Property located in California, meaning, among other things, that: (A) the Lender may collect from the Subsidiary Guarantors without first foreclosing on any real or personal property collateral pledged by Borrower or any other Obligor, and (B) if the Lender, forecloses on any Real Property collateral pledged by Borrower or any other Obligor, (1) the amount of the Guarantied Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (2) the Lender may collect from the Subsidiary Guarantors even if, by foreclosing on the Real Property collateral, the Lender have destroyed or impaired any right the Subsidiary Guarantors may have to collect from any other Obligor, it being understood that this is an unconditional and irrevocable waiver of any rights and defenses the Subsidiary Guarantors may have because the Guarantied Obligations are secured by Real Property (including, without limitation, any rights or

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defenses based upon Sections 580a, 580d, or 726 of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction); and

(c) all rights and defenses arising out of an election of remedies by the Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Guarantied Obligations, has destroyed Subsidiary Guarantors' rights of subrogation and reimbursement against any Obligor by the operation of Section 580d of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction or otherwise.

11.15 Each Subsidiary Guarantor agrees to postpone its rights under California Civil Code Section 2848 until the payment in full of the Guaranteed Obligations (other than unasserted contingent indemnification obligations and unasserted expense reimbursement obligations).

11.16 Each of the Subsidiary Guarantors represents, warrants, and agrees that each of the waivers set forth above is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective to the maximum extent permitted by law.

11.17 Notwithstanding any other provision of this Section 11, the amount guaranteed by each Subsidiary Guarantor hereunder shall be limited to a maximum amount as would not, after giving effect to such maximum amount, render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or comparable law. In determining the limitations, if any, on the amount of any Subsidiary Guarantor's obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Subsidiary Guarantor may have under this Section 11, any other agreement or applicable law shall be taken into account. Subject to the restrictions, limitations and other terms of this Agreement, each Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Subsidiary Guarantor hereunder which has not paid its proportionate share of such payment

11.18 All payments on account of all Indebtedness, liabilities and other obligations of any Obligor to any Subsidiary Guarantor, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined (the “Subsidiary Guarantor Subordinated Indebtedness”) shall be subject, subordinate and junior in right of payment and exercise of remedies, to the extent and in the manner set forth herein, to the prior payment in full in Cash or Cash Equivalents of the Guaranteed Obligations. As long as any of the Guaranteed Obligations (other than unasserted contingent indemnification obligations) shall remain outstanding and unpaid, each Subsidiary Guarantor shall not accept or receive any payment or distribution by or on behalf of any Obligor or any other Subsidiary Guarantor, directly or indirectly, or assets of any Obligor or any other Subsidiary Guarantor, of any kind or character, whether in cash, property or securities, including on account of the purchase, redemption or other acquisition of Subsidiary Guarantor Subordinated Indebtedness, as a result of any collection, sale or other disposition of collateral, or by setoff, exchange or in any other manner, for or on account of the Subsidiary Guarantor Subordinated Indebtedness (“Subsidiary Guarantor Subordinated Indebtedness Payments”), except that, so long as an Event of Default does not then exist, any Subsidiary Guarantor shall be entitled to accept and receive payments on its Subsidiary Guarantor Subordinated Indebtedness, in accordance with past business practices of such Subsidiary Guarantor and the Borrower (or any other applicable Subsidiary Guarantor) and not in contravention of any law or the terms of the Loan Documents.

If any Subsidiary Guarantor Subordinated Indebtedness Payments shall be received in contravention of this Section 11, such Subsidiary Guarantor Subordinated Indebtedness Payments shall be held in trust for the benefit of the Lender and shall be paid over or delivered to the Lender for application to the payment in full in Cash or Cash Equivalents of all Guaranteed Obligations remaining unpaid to the extent necessary to give effect to this Section 11 after giving effect to any concurrent payments or distributions to the Lender in respect of the Guaranteed Obligations.

    50    

11.19 This Guaranty is a continuing guaranty and agreement of subordination and shall continue in effect and be binding upon each Subsidiary Guarantor until payment and performance in full of the Guaranteed Obligations, including Guaranteed Obligations which may exist continuously or which may arise from time to time under successive transactions, and each Subsidiary Guarantor expressly acknowledges that this guaranty shall remain in full force and effect notwithstanding that there may be periods in which no Guaranteed Obligations exist. This Guaranty shall continue in effect and be binding upon each Subsidiary Guarantor until actual receipt by the Lender of written notice from such Subsidiary Guarantor of its intention to discontinue this Guaranty as to future transactions (which notice shall not be effective until noon on the day that is five Business Days following such receipt); provided, that no revocation or termination of this guaranty shall affect in any way any rights of the Lender hereunder with respect to any Guaranteed Obligations arising or outstanding on the date of receipt of such notice, including any subsequent continuation, extension, or renewal thereof, or change in the terms or conditions thereof, or any Guaranteed Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Lender in existence as of the date of such revocation (collectively, “Existing Guaranteed Obligations”), and the sole effect of such notice shall be to exclude from this Guaranty Guaranteed Obligations thereafter arising which are unconnected to any Existing Guaranteed Obligations

11.20 This Guaranty shall continue to be effective or shall be reinstated and revived, as the case may be, if, for any reason, any payment of the Guaranteed Obligations by or on behalf of the Obligors (or receipt of any proceeds of collateral) shall be rescinded, invalidated, declared to be fraudulent or preferential, set aside, voided or otherwise required to be repaid to any Obligor, its estate, trustee, receiver or any other Person (including under any Bankruptcy Law), or must otherwise be restored by the Lender, whether as a result of proceedings under any bankruptcy law or otherwise. All losses, damages, costs and expenses that the Lender may suffer or incur as a result of any voided or otherwise set aside payments shall be specifically covered by the indemnity in favor of the Lender contained in Section 6.3.

11.21 The Loan provided to or for the benefit of the Obligors hereunder by the Lender has been and is to be contemporaneously used for the benefit of the Obligors and each Subsidiary Guarantor and their respective Subsidiaries. It is the position, intent and expectation of the parties that the Obligors and each Subsidiary Guarantor have derived and will derive significant and substantial benefits from the Loan to be made available by the Lender under the Loan Documents. Each Subsidiary Guarantor has received at least “reasonably equivalent value” (as such phrase is used in Section 548 of the Bankruptcy Code and in comparable provisions of other applicable Laws) and more than sufficient consideration to support its obligations hereunder in respect of the Guaranteed Obligations. Immediately prior to and after and giving effect to the incurrence of each Subsidiary Guarantor’s obligations under this Guaranty, such Subsidiary Guarantor will be Solvent and will not be subject to any Insolvency Proceedings.

11.22 KNOWING AND EXPLICIT WAIVERS. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES THAT IT EITHER HAS OBTAINED THE ADVICE OF LEGAL COUNSEL OR HAS HAD THE OPPORTUNITY TO OBTAIN SUCH ADVICE IN CONNECTION WITH THE TERMS AND PROVISIONS OF THIS SECTION 11. EACH SUBSIDIARY GUARANTOR ACKNOWLEDGES AND AGREES THAT EACH OF THE WAIVERS AND CONSENTS SET FORTH HEREIN IS MADE WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, THAT ALL SUCH WAIVERS AND CONSENTS HEREIN ARE EXPLICIT AND KNOWING AND THAT EACH SUBSIDIARY GUARANTOR EXPECTS SUCH WAIVERS AND CONSENTS TO BE FULLY ENFORCEABLE.

11.23 If, while any Subsidiary Guarantor Subordinated Indebtedness is outstanding, any proceeding under any Bankruptcy Law is commenced by or against any Obligor or its property, the Lender is hereby irrevocably authorized and empowered (in the name of such Obligor or in the name of any Subsidiary Guarantor or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution in respect of all Subsidiary Guarantor Subordinated Indebtedness and give acquittances therefor and to file claims and proofs of claim and take such other action (including voting the Subsidiary Guarantor Subordinated Indebtedness) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of Lender; and each Subsidiary Guarantor shall promptly take such action as Lender may reasonably request: (A) to collect the Subsidiary Guarantor Subordinated Indebtedness for the account of such Obligor and any Subsidiary Guarantor and to file

    51    

appropriate claims or proofs of claim in respect of the Subsidiary Guarantor Subordinated Indebtedness; (B) to execute and deliver to the Lender such powers of attorney, assignments and other instruments as it may request to enable it to enforce any and all claims with respect to the Subsidiary Guarantor Subordinated Indebtedness; and (C) to collect and receive any and all Subsidiary Guarantor Subordinated Indebtedness Payments.

11.24 Any payment on account of an amount that is payable hereunder or under any other Loan Document must be made in United States Dollars.

    52    

EX-31.01

Exhibit 31.01

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(c) and 15d-(14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

I, John G. Melo, certify that:

    1.    I have reviewed this Quarterly Report on Form 10-Q of Amyris, Inc.;

    2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

    3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

    4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

    a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

    c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

    5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

    a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

    b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 8, 2022	/s/ John G. Melo
	John G. Melo
	President and Chief Executive Officer

1

EX-31.02

Exhibit 31.02

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(c) and 15d-(14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

I, Han Kieftenbeld, certify that:

    1.    I have reviewed this Quarterly Report on Form 10-Q of Amyris, Inc.;

    2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

    3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

    4.    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

    a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

    b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

    c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

    d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

    5.    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

    a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

    b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 8, 2022	/s/ Han Kieftenbeld
	Han Kieftenbeld
	Chief Financial Officer

1

EX-32.01

Exhibit 32.01

Certification of CEO Furnished Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Amyris, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof, I, John G. Melo, Chief Executive Officer of the Company, certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,

(i) the Quarterly Report of the Company on Form 10-Q for the quarterly period ended September 30, 2022 (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2022	/s/ John G. Melo
	John G. Melo
	President and Chief Executive Officer
	(Principal Executive Officer)

1

EX-32.02

Exhibit 32.02

Certification of CFO Furnished Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant To

Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Amyris, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof, I, Han Kieftenbeld, Chief Financial Officer of the Company, certify for the purposes of section 1350 of chapter 63 of title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge,

(i) the Quarterly Report of the Company on Form 10-Q for the quarterly period ended September 30, 2022 (the “Report”), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 8, 2022	/s/ Han Kieftenbeld
	Han Kieftenbeld
	Chief Financial Officer
	(Principal Financial Officer)

1

XML

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 07, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-34885
Entity Registrant Name	AMYRIS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	55-0856151
Entity Address, Address Line One	5885 Hollis Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Emeryville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94608
City Area Code	510
Local Phone Number	450-0761
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	AMRS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		325,188,403
Entity Central Index Key	0001365916
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 18,489	$ 483,462
Restricted cash	93	199
Accounts receivable, net of allowance of $1,752 and $945, respectively	40,410	37,074
Accounts receivable - related party, net of allowance of $0 and $0, respectively	7,428	5,667
Contract assets	3,361	4,227
Contract assets - related party	25,371	0
Inventories	129,332	75,070
Prepaid expenses and other current assets	47,998	33,513
Total current assets	272,482	639,212
Property, plant and equipment, net	169,827	72,835
Restricted cash, noncurrent	6,057	4,651
Recoverable taxes from Brazilian government entities	22,382	16,740
Right-of-use assets under financing leases, net	329	7,342
Right-of-use assets under operating leases, net	88,459	32,428
Goodwill	126,660	131,259
Intangible assets, net	54,662	39,265
Other assets	13,202	10,566
Total assets	754,060	954,298
Current liabilities:
Accounts payable	133,819	79,666
Accrued and other current liabilities	84,541	71,457
Financing lease liabilities	12	140
Operating lease liabilities	1,589	7,689
Contract liabilities	953	2,530
Debt, current portion	1,720	896
Related party debt, current portion	86,628	107,427
Total current liabilities	309,262	269,805
Long-term debt, net of current portion	673,927	309,061
Related party debt, net of current portion	51,570	0
Financing lease liabilities, net of current portion	51	61
Operating lease liabilities, net of current portion	75,898	19,829
Derivative liabilities	3,303	7,062
Acquisition-related contingent consideration (Note 3 and Note 7)	40,275	64,762
Other noncurrent liabilities	4,578	4,510
Total liabilities	1,158,864	675,090
Commitments and contingencies
Mezzanine equity:
Contingently redeemable common stock	5,000	5,000
Contingently redeemable noncontrolling interest	30,882	28,520
Stockholders’ (deficit) equity:
Preferred stock - $0.0001 par value, 5,000,000 shares authorized as of September 30, 2022 and December 31, 2021; zero shares issued and outstanding as of September 30, 2022 and December 31, 2021	0	0
Common stock - $0.0001 par value, 550,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 324,885,832 and 308,899,906 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	32	31
Additional paid-in capital	2,384,348	2,656,838
Accumulated other comprehensive loss	(81,582)	(52,769)
Accumulated deficit	(2,730,381)	(2,357,661)
Total Amyris, Inc. stockholders’ (deficit) equity	(427,583)	246,439
Noncontrolling interest	(13,103)	(751)
Total stockholders' (deficit) equity	(440,686)	245,688
Total liabilities, mezzanine equity and stockholders' (deficit) equity	$ 754,060	$ 954,298

XML

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Accounts receivable, allowance	$ 1,752	$ 945
Accounts receivable, allowance, related parties	$ 0	$ 0
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	550,000,000	550,000,000
Common stock, shares issued (in shares)	324,885,832	308,899,906
Common stock, shares outstanding (in shares)	324,885,832	308,899,906

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue:
Revenue	$ 71,129	$ 47,866	$ 194,045	$ 277,041
Cost and operating expenses:
Cost of products sold	65,818	40,252	170,743	93,332
Research and development	28,780	23,824	81,249	69,580
Sales, general and administrative	124,709	70,635	358,212	162,897
Total cost and operating expenses	219,307	134,711	610,204	325,809
Loss from operations	(148,178)	(86,845)	(416,159)	(48,768)
Other income (expense):
Interest expense	(6,289)	(4,321)	(16,856)	(14,857)
(Loss) gain from change in fair value of derivative instruments	(1,654)	4,778	3,759	(12,826)
(Loss) gain from change in fair value of debt	(12,689)	52,294	43,221	(204,359)
Loss upon extinguishment of debt	0	(680)	0	(27,058)
Other income (expense), net	1,688	690	(584)	40
Total other income (expense), net	(18,944)	52,761	29,540	(259,060)
Loss before income taxes and loss from investment in affiliate	(167,122)	(34,084)	(386,619)	(307,828)
(Provision for) benefit from income taxes	(152)	(58)	1,353	(170)
(Loss) income from investment in affiliate	(748)	181	(6,509)	(567)
Net loss	(168,022)	(33,961)	(391,775)	(308,565)
Loss (income) attributable to noncontrolling interest	6,627	1,017	13,062	(249)
Net loss attributable to Amyris, Inc.	(161,395)	(32,944)	(378,713)	(308,814)
Less: loss allocated to participating securities	0	0	0	787
Net loss attributable to Amyris, Inc. common stockholders	$ (161,395)	$ (32,944)	$ (378,713)	$ (308,027)
Earnings Per Share [Abstract]
Net loss per share attributable to common stockholders, basic (in dollars per share)	$ (0.50)	$ (0.11)	$ (1.19)	$ (1.07)
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic (in shares)	322,286,529	300,888,579	318,400,804	286,919,463
Net loss per share attributable to common stockholders, diluted (in dollars per share)	$ (0.50)	$ (0.27)	$ (1.24)	$ (1.07)
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, diluted (in shares)	322,286,529	317,568,913	335,126,922	286,919,463
Renewable Products
Revenue:
Revenue	$ 58,563	$ 36,508	$ 156,418	$ 101,859
Licenses and Royalties
Revenue:
Revenue	10,113	6,006	25,880	160,806
Collaborations, Grants and Other
Revenue:
Revenue	$ 2,453	$ 5,352	$ 11,747	$ 14,376

XML

Condensed Consolidated Statements of Operations (Parentheticals) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenues, related party	$ 13,893	$ 14,214	$ 40,540	$ 168,108
Renewable Products
Revenues, related party	3,787	6,214	11,164	12,496
Licenses and Royalties
Revenues, related party	10,106	6,000	25,376	149,612
Collaborations, Grants and Other
Revenues, related party	$ 0	$ 2,000	$ 4,000	$ 6,000

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Comprehensive income (loss):
Net income (loss)	$ (168,022)	$ (33,961)	$ (391,775)	$ (308,565)
Foreign currency translation adjustment	(20,231)	(7,494)	(28,813)	(4,759)
Total comprehensive income (loss)	(188,253)	(41,455)	(420,588)	(313,324)
Loss (income) attributable to noncontrolling interest	6,627	1,017	13,062	(249)
Comprehensive income (loss) attributable to Amyris, Inc.	$ (181,626)	$ (40,438)	$ (407,526)	$ (313,573)

XML

Condensed Consolidated Statements of Stockholders' Equity (Deficit) and Mezzanine Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Preferred Stock	Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Loss	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Noncontrolling Interest
Beginning balance (in shares) at Dec. 31, 2020			8,280
Beginning balance at Dec. 31, 2020	$ (172,045)		$ 0	$ 24	$ 1,957,224		$ (47,375)	$ (2,086,692)		$ 4,774
Beginning balance (in shares) at Dec. 31, 2020				244,951,446
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares)				496,341
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	(2)				(2)
Issuance of common stock and warrants upon conversion of debt principal (in shares)				5,827,164
Issuance of common stock and warrants upon conversion of debt principal	110,575			$ 1	110,574
Issuance of common stock upon exercise of stock options (in shares)				377,542
Issuance of common stock upon exercise of stock options	1,920				1,920
Issuance of common stock upon exercise of warrants (in shares)				15,557,480
Issuance of common stock upon exercise of warrants	32,219			$ 2	32,217
Issuance of common stock upon exercise of warrants - related party (in shares)				6,056,944
Stock-based compensation	4,281				4,281
Foreign currency translation adjustment	(2,038)						(2,038)
Net income (loss) attributable to Amyris, Inc.	(290,051)							(291,251)		1,200
Ending balance (in shares) at Mar. 31, 2021			8,280
Ending balance at Mar. 31, 2021	(315,141)		$ 0	$ 27	2,106,214		(49,413)	(2,377,943)		5,974
Ending balance (in shares) at Mar. 31, 2021				273,266,917
Beginning balance, contingently redeemable common stock at Dec. 31, 2020	5,000
Ending balance, contingently redeemable common stock at Mar. 31, 2021	5,000
Ending balance, contingently redeemable noncontrolling interest at Mar. 31, 2021	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of contingently redeemable noncontrolling interest	(14,520)				(14,520)
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares)				880,603
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	(1,479)				(1,479)
Issuance of common stock as purchase consideration in business combinations (in shares)				225,784
Issuance of common stock as purchase consideration in business combinations	3,167				3,167
Issuance of common stock in public offering (in shares)				8,805,345
Issuance of common stock in public offering	130,793			$ 1	130,792
Issuance of common stock upon conversion of debt principal (in shares)				2,862,772
Issuance of common stock upon conversion of debt principal	38,633			$ 1	38,632
Issuance of common stock upon conversion of preferred stock (in shares)			(8,280)	1,943,659
Issuance of common stock upon ESPP purchase (in shares)				145,112
Issuance of common stock upon ESPP purchase	321				321
Issuance of common stock upon exercise of stock options (in shares)				145,200
Issuance of common stock upon exercise of stock options	860				860
Issuance of common stock upon exercise of warrants (in shares)				1,381,940
Issuance of common stock upon exercise of warrants	6,622				6,622
Issuance of common stock upon exercise of warrants - related party (in shares)				8,057,966
Issuance of common stock upon exercise of warrants - related party	5,745			$ 1	5,744
Stock-based compensation	8,747				8,747
Foreign currency translation adjustment	4,773						4,773
Net income (loss) attributable to Amyris, Inc.	15,447							15,381		66
Ending balance (in shares) at Jun. 30, 2021			0
Ending balance at Jun. 30, 2021	(116,032)		$ 0	$ 30	2,285,100		(44,640)	(2,362,562)		6,040
Ending balance (in shares) at Jun. 30, 2021				297,715,298
Increase (Decrease) in Mezzanine Equity [Roll Forward]
Issuance of contingently redeemable noncontrolling interest	28,520
Ending balance, contingently redeemable common stock at Jun. 30, 2021	5,000
Ending balance, contingently redeemable noncontrolling interest at Jun. 30, 2021	28,520
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares)				1,180,864
Issuance of common stock as purchase consideration in business combinations (in shares)				3,580,479
Issuance of common stock as purchase consideration in business combinations	53,251				53,251
Issuance of common stock upon exercise of stock options (in shares)				77,500
Issuance of common stock upon exercise of stock options	351				351
Issuance of common stock upon exercise of warrants (in shares)				1,499,648
Issuance of common stock upon exercise of warrants - related party (in shares)				3,778,230
Issuance of common stock upon exercise of warrants - related party	10,835			$ 1	10,834
Stock-based compensation	8,905				8,905
Foreign currency translation adjustment	(7,494)						(7,494)
Distribution to noncontrolling interest	(2,700)									(2,700)
Net income (loss) attributable to Amyris, Inc.	(33,961)							(32,944)		(1,017)
Ending balance (in shares) at Sep. 30, 2021			0
Ending balance at Sep. 30, 2021	(86,845)		$ 0	$ 31	2,358,441		(52,134)	(2,395,506)		2,323
Ending balance (in shares) at Sep. 30, 2021				307,832,019
Ending balance, contingently redeemable common stock at Sep. 30, 2021	5,000
Ending balance, contingently redeemable noncontrolling interest at Sep. 30, 2021	$ 28,520
Beginning balance (in shares) at Dec. 31, 2021	0		0
Beginning balance at Dec. 31, 2021	$ 245,688	$ (361,981)	$ 0	$ 31	2,656,838	$ (367,974)	(52,769)	(2,357,661)	$ 5,993	(751)
Beginning balance (in shares) at Dec. 31, 2021	308,899,906			308,899,906
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Acquisitions	$ 155									155
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares)				528,704
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	(3)				(3)
Issuance of common stock as purchase consideration in business combinations (in shares)				7,121,806
Issuance of common stock as purchase consideration in business combinations	33,094			$ 1	33,093
Issuance of common stock upon exercise of stock options (in shares)				33,250
Issuance of common stock upon exercise of stock options	98				98
Issuance of common stock upon exercise of warrants (in shares)				1,391,603
Issuance of common stock upon exercise of warrants	3,994				3,994
Stock-based compensation	11,588				11,588
Foreign currency translation adjustment	15,286						15,286
Net income (loss) attributable to Amyris, Inc.	(110,233)							(107,305)		(2,928)
Ending balance (in shares) at Mar. 31, 2022			0
Ending balance at Mar. 31, 2022	(162,314)		$ 0	$ 32	2,337,634		(37,483)	(2,458,973)		(3,524)
Ending balance (in shares) at Mar. 31, 2022				317,975,269
Beginning balance, contingently redeemable common stock at Dec. 31, 2021	5,000
Beginning balance, contingently redeemable noncontrolling interest at Dec. 31, 2021	28,520
Increase (Decrease) in Mezzanine Equity [Roll Forward]
Contingently redeemable noncontrolling interest, acquisitions	2,917
Ending balance, contingently redeemable common stock at Mar. 31, 2022	5,000
Ending balance, contingently redeemable noncontrolling interest at Mar. 31, 2022	$ 31,437
Beginning balance (in shares) at Dec. 31, 2021	0		0
Beginning balance at Dec. 31, 2021	$ 245,688	$ (361,981)	$ 0	$ 31	2,656,838	$ (367,974)	(52,769)	(2,357,661)	$ 5,993	(751)
Beginning balance (in shares) at Dec. 31, 2021	308,899,906			308,899,906
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options (in shares)	36,021
Ending balance (in shares) at Sep. 30, 2022	0		0
Ending balance at Sep. 30, 2022	$ (440,686)		$ 0	$ 32	2,384,348		(81,582)	(2,730,381)		(13,103)
Ending balance (in shares) at Sep. 30, 2022	324,885,832			324,885,832
Beginning balance, contingently redeemable common stock at Dec. 31, 2021	$ 5,000
Beginning balance, contingently redeemable noncontrolling interest at Dec. 31, 2021	28,520
Ending balance, contingently redeemable common stock at Sep. 30, 2022	5,000
Ending balance, contingently redeemable noncontrolling interest at Sep. 30, 2022	30,882
Beginning balance (in shares) at Mar. 31, 2022			0
Beginning balance at Mar. 31, 2022	(162,314)		$ 0	$ 32	2,337,634		(37,483)	(2,458,973)		(3,524)
Beginning balance (in shares) at Mar. 31, 2022				317,975,269
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares)				1,087,200
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	(7)				(7)
Issuance of common stock as purchase consideration in business combinations (in shares)				806,757
Issuance of common stock as purchase consideration in business combinations	3,485				3,485
Issuance of common stock in lieu of cash compensation to non-employee directors	279				279
Issuance of common stock upon ESPP purchase (in shares)				334,699
Issuance of common stock upon ESPP purchase	671				671
Issuance of common stock upon exercise of stock options (in shares)				2,771
Issuance of common stock upon exercise of stock options	5				5
Issuance of common stock upon exercise of warrants (in shares)				904,732
Issuance of common stock upon exercise of warrants	2,597				2,597
Stock-based compensation	12,647				12,647
Foreign currency translation adjustment	(23,868)						(23,868)
Net income (loss) attributable to Amyris, Inc.	(113,087)							(110,013)		(3,074)
Ending balance (in shares) at Jun. 30, 2022			0
Ending balance at Jun. 30, 2022	(279,592)		$ 0	$ 32	2,357,311		(61,351)	(2,568,986)		(6,598)
Ending balance (in shares) at Jun. 30, 2022				321,111,428
Beginning balance, contingently redeemable common stock at Mar. 31, 2022	5,000
Beginning balance, contingently redeemable noncontrolling interest at Mar. 31, 2022	31,437
Increase (Decrease) in Mezzanine Equity [Roll Forward]
Net income (loss) attributable to Amyris, Inc.	(433)
Ending balance, contingently redeemable common stock at Jun. 30, 2022	5,000
Ending balance, contingently redeemable noncontrolling interest at Jun. 30, 2022	31,004
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock (in shares)				1,435,671
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock	(5)				(5)
Issuance of common stock as purchase consideration in business combinations (in shares)				918,277
Issuance of common stock as purchase consideration in business combinations	2,700				2,700
Issuance of common stock as purchase consideration for equity securities (in shares)				1,420,456
Issuance of common stock as purchase consideration for equity securities	5,753				5,753
Issuance of warrants in connection with related party debt issuance	5,833				5,833
Proceeds from extension of warrants	500				500
Stock-based compensation	12,256				12,256
Foreign currency translation adjustment	(20,231)						(20,231)
Net income (loss) attributable to Amyris, Inc.	$ (167,900)							(161,395)		(6,505)
Ending balance (in shares) at Sep. 30, 2022	0		0
Ending balance at Sep. 30, 2022	$ (440,686)		$ 0	$ 32	$ 2,384,348		$ (81,582)	$ (2,730,381)		$ (13,103)
Ending balance (in shares) at Sep. 30, 2022	324,885,832			324,885,832
Increase (Decrease) in Mezzanine Equity [Roll Forward]
Net income (loss) attributable to Amyris, Inc.	$ (122)
Ending balance, contingently redeemable common stock at Sep. 30, 2022	5,000
Ending balance, contingently redeemable noncontrolling interest at Sep. 30, 2022	$ 30,882

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Condensed Consolidated Statements of Stockholders' Equity (Deficit) and Mezzanine Equity (Parentheticals)	3 Months Ended
	Mar. 31, 2021 shares
2026 convertible senior notes | Convertible notes
Shares to be returned per agreement (in shares)	2,600,000

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating activities
Net loss	$ (391,775)	$ (308,565)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of debt discount	3,004	2,672
Amortization of intangible assets	3,260	480
Amortization of right-of-use assets under operating leases	4,039	2,455
Depreciation and amortization	8,179	6,526
(Gain) loss from change in fair value of debt	(43,221)	204,359
(Gain) loss from change in fair value of derivative instruments	(3,759)	12,826
Loss from investment in affiliate	6,509	567
(Gain) loss on foreign currency exchange rates	(2,401)	106
Loss upon extinguishment of debt	0	27,058
Loss on disposal of property, plant and equipment	614	0
Stock-based compensation	36,491	21,933
Changes in assets and liabilities:
Accounts receivable	(6,989)	(1,163)
Contract assets	(24,505)	(132)
Inventories	(53,789)	(27,317)
Deferred cost of products sold - related party	0	7,497
Prepaid expenses and other assets	(22,091)	(26,073)
Accounts payable	56,730	39,570
Accrued and other liabilities	7,814	3,061
Lease liabilities	(9,568)	(3,758)
Contract liabilities	(1,559)	(1,265)
Net cash provided by (used in) operating activities	(433,017)	(39,163)
Investing activities
Purchases of property, plant and equipment	(101,548)	(22,119)
Acquisitions, net of cash acquired	(17,760)	(18,462)
Net cash used in investing activities	(119,308)	(40,581)
Financing activities
Proceeds from issuance of debt, net of issuance costs	80,795	0
Proceeds from exercises of warrants	6,591	38,841
Proceeds from issuance of common stock upon ESPP purchase	671	321
Proceeds from extension of warrants	500	0
Proceeds from exercises of common stock options	103	3,131
Principal payments on financing leases	(138)	(2,993)
Payment of minimum employee taxes withheld upon net share settlement of restricted stock units	(15)	(1,481)
Distribution to noncontrolling interest	0	(2,700)
Issuance costs incurred in connection with debt modification	0	(2,500)
Principal payments on debt	0	(25,938)
Proceeds from exercises of warrants - related party	0	16,580
Proceeds from issuance of common stock in public offering, net of issuance costs	0	130,793
Proceeds from issuance of contingently redeemable noncontrolling interest in subsidiary	0	10,000
Net cash provided by financing activities	88,507	164,054
Effect of exchange rate changes on cash, cash equivalents and restricted cash	145	402
Net increase in cash, cash equivalents and restricted cash	(463,673)	84,712
Cash, cash equivalents and restricted cash at beginning of period	488,312	31,422
Cash, cash equivalents and restricted cash at end of the period	24,639	116,134
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	18,489	114,887
Restricted cash, current	93	286
Restricted cash, noncurrent	6,057	961
Total cash, cash equivalents and restricted cash	24,639	116,134
Supplemental disclosures of cash flow information:
Cash paid for interest	5,691	5,459
Supplemental disclosures of non-cash investing and financing activities:
Acquisition of intangible assets in connection with business combinations	22,944	40,707
Acquisition of right-of-use assets under operating leases	60,195	3,397
Common stock and warrants issued in exchange for debt principal and accrued interest reduction	0	149,208
Common stock issued as purchase consideration for equity securities	5,753	0
Common stock issued as purchase consideration in business combinations	39,279	56,418
Common stock issued in lieu of cash compensation to non-employee directors	279	0
Derecognition of derivative liabilities to equity upon extinguishment of debt	0	59
Goodwill recorded in connection with business combinations	13,904	130,927
Noncontrolling interest issued in subsidiary in exchange for settlement of other liabilities	0	4,000
Noncontrolling interest recorded in connection with business combinations	3,072	0
Reclassification of Additional paid-in capital to Mezzanine equity in connection with issuance of contingently redeemable noncontrolling interest in subsidiary	0	14,520
Unpaid property, plant and equipment balances in accounts payable and accrued liabilities at end of period	$ 2,871	$ 5,756

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Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

Amyris, Inc. and subsidiaries (collectively, Amyris or the Company) is a biotechnology company delivering sustainable science-based solutions for people and the planet. The Company creates, manufactures and commercializes consumer products and ingredients. Currently, the largest driver of the Company's revenue is derived from marketing and selling Clean Beauty, Personal Care and Health & Wellness consumer products through direct-to-consumer ecommerce platforms and a growing network of retail partners. The Company also sells sustainable ingredients to sector leaders that serve Flavor & Fragrance (F&F), Nutrition, Food & Beverage, and Clean Beauty & Personal Care end markets. The Company's ingredients and consumer products are powered by the Company's fermentation-based Lab-to-MarketTM technology platform, which leverages state-of-the-art machine learning, robotics and artificial intelligence, enabling the Company to rapidly bring new innovation to market.

The accompanying unaudited condensed consolidated financial statements of Amyris, Inc. should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, from which the condensed consolidated balance sheet as of December 31, 2021 is derived. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the accompanying unaudited interim condensed consolidated financial statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

The Company's cash and cash equivalents were $18.5 million as of September 30, 2022. In October 2022, the Company secured $75 million of debt financing from DSM Finance B.V. (DSM Finance). In addition, the Company is actively working to secure additional funding from a strategic transaction to meet the Company's spending obligations for the next 12 months following the issuance of these financial statements. Management currently expects that the company’s cash position combined with cash generated from operations, expected earnout payments along with planned price increases, operating expense reduction actions, debt, and, importantly, the successful completion of the aforementioned strategic transaction, to not raise substantial doubt about the Company’s ability to continue as a going concern for the next 12 months.

Significant Accounting Policies

Note 1, "Basis of Presentation and Summary of Significant Accounting Policies", to the audited consolidated financial statements in the 2021 Form 10-K includes a discussion of the significant accounting policies and estimates used in the preparation of the Company’s condensed consolidated financial statements. There have been no material changes to the Company's significant accounting policies and estimates during the nine months ended September 30, 2022.

Use of Estimates and Judgements

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant accounting policies below or specifically discussed in the Notes to Consolidated Financial Statements where such transactions are disclosed.

Accounting Update Recently Adopted

In the nine months ended September 30, 2022, the Company adopted this accounting standard update:

Convertible Debt, and Derivatives and Hedging. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. Adoption of this standard on January 1, 2022 in connection with the 2026 Convertible Senior Notes, decreased additional paid-in capital by $368.0 million, increased debt by the same amount, and decreased accumulated deficit by $6.0 million for debt discount accretion expense that was recorded prior to adoption.

Accounting Standards or Updates Not Yet Adopted

Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity's portfolio. Because the Company met the SEC definition of a smaller reporting company when ASU 2016-13 was issued, this new accounting standard will be effective for the Company in the first quarter of 2023. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures.

Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This standard will be effective for the Company in the first quarter of 2023 and will be applied prospectively to business combinations occurring on or after the effective date of the standard. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the guidance and the impact on its consolidated financial statements and related disclosures.

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Balance Sheet Details

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Details

Balance Sheet Details

Allowance for Doubtful Accounts

(In thousands)	Balance at Beginning of Period		Provisions		Write-offs, Net		Balance at End of Period
Nine months ended September 30, 2022	$	945	$	807	$	—	$	1,752
Nine months ended September 30, 2021	$	137	$	806	$	(4)	$	939

Inventories

(In thousands)	September 30, 2022		December 31, 2021
Raw materials	$	48,268	$	25,733
Work-in-process	12,473		6,941
Finished goods	68,591		42,396
Inventories	$	129,332	$	75,070

Prepaid Expenses and Other Current Assets

(In thousands)	September 30, 2022		December 31, 2021
Prepayments, advances and deposits	$	25,356	$	25,140
Note receivable(1)	10,000		—
Non-inventory production supplies	4,116		3,956
Recoverable taxes from Brazilian government entities	4,981		1,188
Other	3,545		3,229
Total prepaid expenses and other current assets	$	47,998	$	33,513

                

_______________________

(1) In March 2022, the Company loaned a privately-held company $10 million in exchange for a senior secured convertible promissory note (the Note, as amended from time to time) which unless earlier redeemed or converted into equity of the privately-held company, shall be repaid in tranches according to the terms of the Note by June 2023. The Note bears interest at 10% per annum and is convertible, at the Company's option, into equity of the privately-held company upon maturity of the Note or in the event of an initial public offering, equity financing, or corporate transaction (such as a sale or merger), in each case, at a conversion price that is dependent on a variety of factors. In addition, the Note is redeemable prior to maturity, at the issuer's option, in the event of one or more equity or debt financings, one or more asset sales, or an initial public offering, in each case equal to or greater than $65 million. The arrangement is accounted for as a loan. The Company will periodically evaluate the collectability of the loan, and an allowance for credit losses will be recorded if the Company concludes that all or a portion of the loan balance is no longer collectible.

Property, Plant and Equipment, Net

(In thousands)	September 30, 2022		December 31, 2021
Manufacturing facilities and equipment	$	86,799	$	51,855
Leasehold improvements	49,951		45,780
Computers and software	11,092		9,174
Furniture and office equipment, vehicles and land	3,907		3,688
Construction in progress	116,703		48,032
	268,452		158,529
Less: accumulated depreciation and amortization	(98,625)		(85,694)
Property, plant and equipment, net	$	169,827	$	72,835

During the three and nine months ended September 30, 2022 and 2021, depreciation and amortization expense, including amortization of right-of-use assets under financing leases, was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Depreciation and amortization expense	$	3,192	$	2,226	$	8,178	$	4,300

Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 30, 2022 were as follows:

(In thousands)	September 30, 2022
Balance at beginning of period	$	131,259
Additions	13,741
Effect of currency translation adjustment	(18,340)
Ending balance	$	126,660

Additions to goodwill during the nine months ended September 30, 2022 related to acquisitions completed during the period.

Intangible Assets, Net

During the nine months ended September 30, 2022, the Company recorded $22.9 million of intangible assets which related to customer relationships, trademarks, trade names, branded products, and software as a result of acquisitions completed during the period.

The following table summarizes the components of intangible assets (in thousands, except estimated useful life):

		September 30, 2022						December 31, 2021
Amounts in thousands	Estimated Useful Life (in Years)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Trademarks and trade names, and branded products	10	$	29,531	$	(2,189)	$	27,342	$	11,484	$	(496)	$	10,988
Customer relationships	5 - 16	8,513		(847)		7,666		8,197		(267)		7,930
Developed technology and software applications	5 - 12	20,050		(955)		19,095		19,962		(200)		19,762
Patents	17	600		(41)		559		600		(15)		585
Total intangible assets		$	58,694	$	(4,032)	$	54,662	$	40,243	$	(978)	$	39,265

Amortization expense for intangible assets was $1.2 million and $3.3 million for the three and nine months ended September 30, 2022 and is included in general and administrative expenses.

Total future amortization of intangible assets as of September 30, 2022 is as follows (in thousands):

Amounts in thousands
2022 (remainder)	$	1,137
2023	6,030
2024	7,029
2025	7,142
2026	6,894
Thereafter	26,430
Total future amortization	$	54,662

Leases

Operating Leases

The Company has operating leases primarily for administrative offices, laboratory equipment and other facilities. The operating leases have remaining terms that range from 1 to 18 years, and often include one or more options to renew. These renewal terms can extend the lease term for an additional 1 to 5 years and are included in the lease term when it is reasonably certain that the Company will exercise the option. The operating leases are classified as right-of-use (ROU) assets under operating leases on the Company's condensed consolidated balance sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make operating lease payments is included in "Lease liabilities" and "Lease liabilities, net of current portion" on the Company's condensed consolidated balance sheets. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company had $88.5 million and $32.4 million of operating lease ROU assets as of September 30, 2022 and December 31, 2021, respectively.

Operating lease liabilities were $77.5 million and $27.5 million as of September 30, 2022 and December 31, 2021, respectively. During the three months ended September 30, 2022 and 2021, the Company recorded $6.1 million and $2.3 million of operating lease amortization that was charged to expense, of which $0.5 million and $0.3 million was recorded to cost of products sold. During the nine months ended September 30, 2022 and 2021, the Company recorded $13.9 million and $5.8 million of operating lease amortization that was charged to expense, of which $1.1 million and $0.7 million was recorded to cost of products sold.

Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for real estate and marketing which may contain lease and non-lease components, which it has elected to treat as a single lease component.

Information related to the Company's ROU assets and related lease liabilities were as follows:

	Nine Months Ended September 30,
	2022	2021
Cash paid for operating lease liabilities, in thousands	$10,094	$5,659
Right-of-use assets obtained in exchange for new operating lease obligations, in thousands	$51,789	$3,397
Weighted-average remaining lease term (in years)	11.4	3.5
Weighted-average discount rate	19.5%	17.6%

Financing Leases

The Company has financing leases primarily for laboratory equipment. Assets purchased under financing leases are included in "Right-of-use assets under financing leases, net" on the condensed consolidated balance sheets. For financing leases, the associated assets are depreciated or amortized over the shorter of the relevant useful life of each asset or the lease term. Accumulated amortization of assets under financing leases totaled $1.4 million and $6.8 million as of September 30, 2022 and December 31, 2021, respectively.

Maturities of Financing and Operating Leases

Maturities of lease liabilities as of September 30, 2022 were as follows:

Years ending December 31: (In thousands)	Financing Leases		Operating Leases		Total Leases
2022 (Remaining Three Months)	$	5	$	3,624	$	3,629
2023	21		12,866		12,887
2024	21		21,942		21,963
2025	21		22,247		22,268
2026	16		22,682		22,698
Thereafter	—		228,662		228,662
Total lease payments	84		312,023		312,107
Less: amount representing interest	(21)		(234,536)		(234,557)
Total lease liability	$	63	$	77,487	$	77,550
Current lease liability	$	12	$	1,589	$	1,601
Noncurrent lease liability	51		75,898		75,949
Total lease liability	$	63	$	77,487	$	77,550

Other Assets

(In thousands)	September 30, 2022		December 31, 2021
Investments in equity securities	$	5,753	$	—
Equity-method investments in affiliates	$	3,934	$	9,443
Deposits	517		129
Other	2,998		994
Total other assets	$	13,202	$	10,566

Accrued and Other Current Liabilities

(In thousands)	September 30, 2022		December 31, 2021
Business acquisitions contingent consideration payable(1)	$	27,144	$	30,000
Payroll and related expenses	15,373		9,151
Accrued interest	14,596		9,572
Liability in connection with acquisition of equity-method investment	11,225		8,735
Asset retirement obligation(2)	3,671		3,336
Professional services	3,147		2,447
Contract termination fees	1,357		1,345
License fee payable	1,050		1,050
Tax-related liabilities	649		988
Other	6,329		4,833
Total accrued and other current liabilities	$	84,541	$	71,457

______________

(1)    Business acquisitions contingent consideration payable is the current portion of total acquisition-related contingent consideration.

(2)    The asset retirement obligation represents liabilities incurred but not yet discharged in connection with the Company's 2013 abandonment of a partially constructed facility in Pradópolis, Brazil.

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Fair Value Measurement

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurement

Fair Value Measurement

Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The following tables summarize liabilities measured at fair value, and the respective fair value by input classification level within the fair value hierarchy:

(In thousands)	September 30, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities
Foris Convertible Note	$	—	$	—	$	64,206	$	64,206	$	—	$	—	$	107,427	$	107,427
Freestanding derivative instruments issued in connection with debt and equity instruments	—		—		3,303		3,303		—		—		7,062		7,062
Acquisition-related contingent consideration	—		—		40,275		40,275		—		—		64,762		64,762
Total liabilities measured and recorded at fair value	$	—	$	—	$	107,784	$	107,784	$	—	$	—	$	179,251	$	179,251

The Company did not hold any financial assets to be measured and recorded at fair value on a recurring basis as of September 30, 2022 or December 31, 2021, and there were no transfers between the levels during the nine months ended September 30, 2022 or the year ended December 31, 2021.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgements and consider factors specific to the asset or liability. The method of determining the fair value of embedded derivative liabilities is described subsequently in this note. Market risk associated with embedded derivative liabilities relates to the potential reduction in fair value and negative impact to future earnings from a decrease in interest rates.

Changes in fair value of derivative liabilities are presented as gains or losses in the condensed consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of derivative instruments". Changes in the fair value of debt that is accounted for at fair value are presented as gains or losses in the condensed consolidated statements of operations in the line captioned "Gain (loss) from change in fair value of debt".

Freestanding Derivative Instruments

The Company has a contingent obligation to issue warrants for 1.9 million shares of common stock at a $2.87 purchase price and a two-year term. The warrants did not meet the derivative scope exception or equity classification criteria and was accounted for as a derivative liability. At September 30, 2022, the fair value of the contingently issuable warrants derivative liability was $3.3 million. For the three and nine months ended September 30, 2022, the Company recorded a loss of $1.7 million and a gain of $3.8 million, respectively, related to the change in fair value of these warrants.

Fair Value of Debt — Foris Convertible Note

At September 30, 2022, the contractual outstanding principal of the Foris Convertible Note was $50.0 million, and fair value was $64.2 million. The Company remeasured the fair value of the Foris Convertible Note under a binomial lattice model using the following inputs: (i) $2.92 stock price, (ii) 31% discount yield, (iii) 4.0% risk free interest rate (iv) 45% equity volatility and (v) 0% probability of change in control. The most sensitive input to the valuation model is the Company’s stock price in relation to the $3.00 conversion price. The Company assumed that if a change of control event were to occur, it would occur at the end of the calendar year. For the three and nine months ended September 30, 2022, the Company recorded a loss of 12.8 million and a gain of $43.2 million, respectively, related to change in fair value of the Foris Convertible Note.

Binomial Lattice Model

A binomial lattice model was used to determine whether the Foris Convertible Note would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made: (i) the convertible note will be converted early if the conversion value is greater than the holding value and (ii) the convertible note will be called if the holding value is greater than both (a) redemption price and (b) the conversion value at the time. If the convertible note is called, the holder will maximize their value by finding the optimal decision between (1) redeeming at the redemption price and (2) converting the convertible note. Using this lattice method, the Company valued the Foris Convertible Note using the "with-and-without method", where the fair value of the Foris Convertible Note including the embedded features is defined as the "with," and the fair value of the Foris Convertible Note excluding the embedded features is defined as the "without." This method estimates the

fair value of the Foris Convertible Note by considering the incremental value of the Foris Convertible Note with the embedded features. The lattice model uses the stock price, conversion price, maturity date, risk-free interest rate, estimated stock volatility, estimated credit spread and other instrument-specific assumptions. The Company remeasures the fair value of the Foris Convertible Note and records the change as a gain or loss from change in fair value of debt in the statement of operations for each reporting period.

Derivative Liabilities Recognized in Connection with the Issuance of Debt Instruments

The following table provides a reconciliation of the beginning and ending balances for the Company's derivative liabilities recognized in connection with the issuance of debt instruments, either freestanding or embedded, measured at fair value using significant unobservable inputs (Level 3):

(In thousands)	Derivative Liability
Balance at December 31, 2021	$	7,062
Change in fair value of derivative instruments	(3,759)
Balance at September 30, 2022	$	3,303

Valuation Methodology and Approach to Measuring the Debt Instrument Derivative Liabilities

The Company's outstanding derivative liabilities at September 30, 2022 and December 31, 2021 represent the fair value of a freestanding equity instrument. There is no current observable market for this type of derivative and, as such, the Company determined the fair value of the freestanding instrument using the Black-Scholes-Merton option pricing model for the periods ended September 30, 2022 and December 31, 2021. Input assumptions for the freestanding instrument are as follows:

	Range for Period Ended
Input assumptions for liability classified warrants:	September 30, 2022		December 31, 2021
Fair value of common stock on valuation date	$1.85 - $4.36		$5.41 - $19.10
Exercise price of warrants	$2.87		$2.87
Expected volatility	106% - 117%		107% - 114%
Risk-free interest rate	2.28% - 4.22%		0.16% – 0.73%
Expected term in years	2		2
Dividend yield	0.0	%	0.0 %

Changes in assumptions can have a significant impact on the valuation of the freestanding derivative liabilities and debt that the Company elects to account for at fair value. For example, all other things being equal, generally, an increase in the Company’s stock price, change of control probability, risk-adjusted yields, term to maturity/conversion or stock price volatility increases the value of the derivative liability.

Acquisition-related contingent consideration

The fair value of acquisition related contingent consideration (earnout payments) was determined using a Monte Carlo simulation to estimate the probability of the acquired business units achieving the relevant financial and operational milestones. The model results reflect the time value of money, non-performance risk within the required time frame, and the risk due to uncertainty in the estimated cash flows. Key inputs to the Monte Carlo simulation for the MenoLabs, LLC, (MenoLabs) acquisition were: Revenue Risk Adjustment of 6.2% and Annual Revenue Volatility of 35%. A significant decrease or increase in an acquired business unit’s financial performance and the timing of such changes could materially decrease or increase the fair value of contingent consideration period over period. Contingent consideration is recorded in other liabilities in the accompanying consolidated balance sheets.

The fair value of contingent consideration is classified as Level 3. Contingent consideration activity and balances are as follows:

(In thousands)	September 30, 2022
Beginning balance January 1, 2022	$	64,762
Issuance of contingent consideration in connection with acquisitions	440
Measurement period adjustment	(55)
Reclassification to short-term contingent liabilities	(24,872)
Ending balance September 30, 2022	$	40,275

Any change in the fair value of the contingent consideration liability is recognized in general and administrative expense and reflects the changes in the business unit’s expected performance over the remaining earnout period and the Company’s estimate of the likelihood of achieving the applicable operational milestones.

Assets and Liabilities Recorded at Carrying Value

Financial Assets and Liabilities

The carrying amounts of certain financial instruments, such as cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and other current accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates, if applicable. Loans payable and credit facilities are recorded at carrying value, which is representative of fair value at the date of acquisition. The Company estimates the fair value of these instruments using observable market-based inputs (Level 2). The carrying amount (the total amount of net debt presented on the balance sheet) of the Company's debt at September 30, 2022 and December 31, 2021, excluding the debt instruments recorded at fair value, was $749.6 million and $310.0 million, respectively. The fair value of such debt at September 30, 2022 and December 31, 2021 was $248.7 million and $328.0 million, respectively, and was determined by (i) discounting expected cash flows using current market discount rates estimated for certain of the debt instruments and (ii) using third-party fair value estimates for the remaining debt instruments. The decrease in fair value from December 31, 2021 to September 30, 2022 was due to an increase in interest rates used to measure fair value for disclosure purposes.

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Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Debt

Debt

Net carrying amounts of debt are as follows:

	September 30, 2022								December 31, 2021
(In thousands)	Principal		Unaccreted Debt Discount		Change in Fair Value		Net		Principal		Unaccreted Debt Discount		Change in Fair Value		Net
Convertible notes
2026 convertible senior notes	$	690,000	$	(16,073)	$	—	$	673,927	$	690,000	$	(380,939)	$	—	$	309,061
Related party convertible notes
Foris convertible note	50,041		—		14,165		64,206		50,041		—		57,386		107,427
Related party loans payable
Foris senior note	80,000		(6,008)		—		73,992		—		—		—		—
Loans payable and credit facilities
Other loans payable (revolving)	1,720		—		—		1,720		896		—		—		896
Total debt	$	821,761	$	(22,081)	$	14,165	813,845		$	740,937	$	(380,939)	$	57,386	417,384
Less: current portion							(88,348)								(108,323)
Long-term debt, net of current portion							$	725,497							$	309,061

Interest expense was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Contractual interest expense in connection with debt	$	3,554	$	2,173	$	10,385	$	8,023
Debt discount accretion	1,081		1,026		3,004		2,672
Interest expense in connection with debt	4,635		3,199		13,389		10,695
Discount accretion on liability in connection with acquisition of equity-method investment and with partnership liability, and other	1,654		1,122		3,467		4,162
Total interest expense	$	6,289	$	4,321	$	16,856	$	14,857

Adoption of ASU 2020-06

The adoption of ASU 2020-06 on January 1, 2022, in connection with the 2026 Convertible Senior Notes, decreased additional paid-in capital by $368.0 million, increased debt by the same amount, and decreased the accumulated deficit by $6.0 million for debt discount accretion expense that was recorded prior to adoption.

Amendment to Foris Convertible Note

On June 30, 2022, the Company and Foris Ventures, LLC (Foris) entered into an agreement to extend the maturity of the Foris convertible note from July 1, 2022 to July 1, 2023. The Company determined that the amendment constituted a debt modification, which resulted in the reclassification of the note from a current liability to noncurrent.

Issuance of Foris Senior Note

In September 2022, the Company issued an $80.0 million secured term loan facility to Foris (Foris Senior Note). The Foris Senior Note accrues interest at 7.0% per annum, which is capitalized as additional principal on a monthly basis. Principal and capitalized accrued interest is payable in tranches in April 2023, January 2024, and June 2024. As part of the arrangement, the Company issued 2,046,036 of common stock warrants at an exercise price of $3.91 to Foris with a term of three years. The warrants met the criteria of a freestanding instrument and qualified for equity accounting treatment. The Company determined that the fair value of the warrants at issuance was $5.8 million, which was recorded as debt discount, with an offset to Additional paid-in capital. The debt discount also includes debt issuance costs and will be accreted over the term of the note. There are other features in the Foris Senior Note that require bifurcation but for which fair value is de minimis; as a result, the Company has not separately accounted for those features.

Future Minimum Payments

Future minimum payments under the Company's debt agreements as of September 30, 2022 are as follows:

(In thousands)	Convertible Notes		Related Party Convertible Notes		Loans Payable and Credit Facilities		Related Party Loans Payable		Total
2022 (Remaining Three Months)	$	5,175	$	—	$	52	$	—	$	5,227
2023	10,350		62,623		1,776		31,277		106,026
2024	10,350		—		—		55,811		66,161
2025	10,350		—		—		—		10,350
2026	700,379		—		—		—		700,379
Thereafter	—		—		—		—		—
Total future minimum payments	736,604		62,623		1,828		87,088		888,143
Less: amount representing interest	(46,604)		(12,582)		(108)		—		(59,294)
Less: future conversion of accrued interest to principal	—		—		—		(7,088)		(7,088)
Present value of minimum debt payments	690,000		50,041		1,720		80,000		821,761
Less: current portion of debt principal	—		(50,041)		(1,720)		(26,611)		(78,372)
Noncurrent portion of debt principal	$	690,000	$	—	$	—	$	53,389	$	743,389

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Mezzanine Equity

9 Months Ended

Sep. 30, 2022

Temporary Equity Disclosure [Abstract]

Mezzanine Equity

Mezzanine Equity

Gates Foundation

Contingently redeemable common stock is comprised of proceeds from shares of common stock sold on May 10, 2016 to the Bill & Melinda Gates Foundation (the Gates Foundation). In connection with the stock sale, the Company and the Gates Foundation entered into an agreement under which the Company agreed to expend an aggregate amount not less than the proceeds from the stock sale to develop a yeast strain that produces artemisinic acid and/or amorphadiene at a low cost and to supply it to companies qualified to convert it to artemisinin for inclusion in artemisinin combination therapies used to treat malaria. If the Company defaults on its obligation to use the proceeds from the stock sale as set forth above or defaults under certain other commitments in the agreement, the Gates Foundation will have the right to request that the Company redeem, or facilitate the purchase by a third party, the shares then held by the Gates Foundation at a price per share equal to the greater of (i) the closing price of the Company’s common stock on the trading day prior to the redemption or purchase, as applicable, or (ii) an amount equal to $17.10 plus a compounded annual return of 10%. The Company concluded a redemption event was not probable to occur. As of September 30, 2022, the Company's remaining research and development obligation under this arrangement was $0.1 million.

Ingredion Contingently Redeemable Noncontrolling Interest in Subsidiary

On June 1, 2021, the Company sold 31% of the member units in RealSweet LLC (RealSweet), a 100% owned Amyris subsidiary, to Ingredion Corporation (Ingredion). Total consideration was $28.5 million, including $10 million cash, the exchange of a $4 million payable previously due to Ingredion, and $14.5 million of manufacturing intellectual property rights. The terms of the agreement provide both parties with put/call rights under certain circumstances, including the occurrence of either or both of the following: (i) a change in ownership of 50% or more of the voting shares of such Member; or (ii) a change in the right to appoint or remove a majority of the board of directors of such Member. The Company concluded this change in control provision was not solely within its control and Ingredion’s contingently redeemable noncontrolling interest should be reflected outside of permanent equity.

The redemption price of this common-share noncontrolling interest is considered to be at fair value on the redemption date. Ingredion’s noncontrolling interest is not currently redeemable and Amyris concluded a contingent redemption event is not probable to occur. The primary redemption contingency relates to a decrease in Ingredion’s ownership percentage below 8.4%, which is not likely to occur given that capital transactions require the unanimous consent of each member. Consequently, the noncontrolling interest will not be subsequently remeasured to its redemption amount until such contingency event and the related redemption are probable to occur; however, Amyris will continue to reflect the attribution of any losses and distribution of dividends to the noncontrolling interest each quarter. At the transaction date, the Company recorded the $28.5 million noncontrolling interest in RealSweet as Mezzanine equity - contingently redeemable noncontrolling interest, which represented the value of Ingredion’s 31% ownership interest in the net assets of the RealSweet subsidiary. Under the terms of the agreement, Amyris is funding the construction costs of the project, which are estimated to be approximately $150 million. As of

September 30, 2022, the Company has funded approximately $120 million towards the project and has $14 million of contractual purchase commitments for construction related costs.

EcoFabulous Contingently Redeemable Noncontrolling Interest in Subsidiary

On January 26, 2022, Amyris acquired 70% of No Planet B LLC (d/b/a EcoFabulous) from No Planet B Investments, LLC. The name of No Planet B LLC has been changed to EcoFab, LLC (EcoFab). Concurrently, the Company and No Planet B Investments, LLC entered into an agreement to provide No Planet B Investments, LLC a right to require EcoFab to purchase its remaining 30% noncontrolling interest after (i) EcoFab achieves Net Revenues in excess of $100 million on an annualized basis or, if earlier, (ii) December 31, 2026. Amyris concluded this provision was not solely within its control and EcoFab’s contingently redeemable noncontrolling interest should be reflected outside of permanent equity.

The redemption price of this noncontrolling interest is considered to be at fair value on the redemption date. EcoFab’s noncontrolling interest is not currently redeemable and the Company concluded a contingent redemption event is probable to occur as the redemption date is no later than December 31, 2026. As a result, the noncontrolling interest will be recorded at the higher of (1) the cumulative amount that would result from applying the measurement guidance in ASC 810-10 or (2) the redemption price. When it is determined the redemption price exceeds the noncontrolling interest’s carrying amount, the Company will record a measurement adjustment. There was no adjustment for the three and nine months ended September 30, 2022. As of September 30, 2022, the Company recorded a $2.4 million EcoFab noncontrolling interest as Mezzanine equity - contingently redeemable noncontrolling interest, which included $3.1 million of the initial value of the Minority Member’s 30% ownership interest in the net assets of EcoFab and $0.7 million of losses attributable to the Minority Member during the nine months ended September 30, 2022.

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Stockholders' (Deficit) Equity

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders' (Deficit) Equity

Stockholders' (Deficit) Equity

Warrants and Rights Activity Summary

In connection with various debt and equity transactions, the Company has issued warrants exercisable for shares of common stock. The following table summarizes warrants outstanding at September 30, 2022:

Transaction	Year Issued	Expiration Date	Number Outstanding as of December 31, 2021	Additional Warrants Issued	Exercises	Expired	Exercise Price per Share of Warrants Exercised		Number Outstanding as of September 30, 2022	Exercise Price per Share as of September 30, 2022
Foris senior note warrants	2022	September 13, 2025	—	2,046,036	—	—	$	—	2,046,036	$	3.91
Blackwell / Silverback warrants	2020	July 10, 2023	1,000,000		—	—	$	—	1,000,000	$	3.25
January 2020 warrant exercise right shares	2020	January 31, 2022	431,378		(431,378)	—	$	2.87	—	$	—
May 2019 6.50% Note Exchange warrants	2019	January 31, 2022	960,225		(960,225)	—	$	2.87	—	$	—
May 2017 cash warrants	2017	July 10, 2023	1,492,652	—	(904,732)	—	$	2.87	587,920	$	2.87
May 2017 dilution warrants	2017	July 10, 2022	56,910	—	—	(56,910)	$	—	—	$	—
July 2015 related party debt exchange	2015	July 29, 2025	58,690	—	—	—	$	—	58,690	$	0.15
			3,999,855	2,046,036	(2,296,335)	(56,910)	$	2.87	3,692,646

In July 2022, Amyris entered into warrant agreement amendments with Silverback Opportunistic Credit Master Fund Limited (regarding warrants to purchase 80,000 shares at $2.87/share and 400,000 shares at $3.25/share) and Blackwell Partners (regarding warrants to purchase 507,920 shares at $2.87/share and 600,000 shares at $3.25/share) to extend the termination date of their respective warrants to July 10, 2023.

In September 2022, in connection with a debt financing, the Company issued 2,046,036 warrants at an exercise price of $3.91 per share to Foris, which expire September 13, 2025. The warrants met the criteria of a freestanding instrument and qualified for equity accounting treatment. The Company determined that the fair value of the warrants at issuance was $5.8 million, which was recorded to Additional paid-in capital. The fair value of the warrants was measured using the Company's warrants issuance-date common stock price of $4.05, a warrants exercise price of $3.91, expected volatility of 115%, a risk-free interest rate of 3.75%, an expected term of 3 years, and a 0% dividend yield.

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Acquisitions

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

The purchase accounting for the net assets acquired, including goodwill, and the fair value of the contingent consideration and noncontrolling interest for the following acquisitions is preliminarily recorded based on available information and incorporates management's best estimates. The purchase accounting for taxes remains preliminary pending receipt of certain information required to finalize the determination of fair value. The net assets acquired in the transaction are generally recorded at their estimated acquisition-date fair values, while transaction costs associated with the acquisition are expensed as incurred. These transactions were accounted for by the acquisition method and the results of operations were included in the Company’s consolidated financial statements from their respective acquisition dates.

EcoFab LLC.

On January 26, 2022, Amyris acquired 70% of No Planet B LLC (d/b/a EcoFabulous). EcoFabulous is focused on delivering high performance, makeup artist-quality clean beauty products in ecofriendly packaging, and priced for Gen Z consumers. The name of No Planet B LLC was changed to EcoFab, LLC (EcoFab). A third party, No Planet B Investments, LLC, holds 30% of the outstanding units of membership interests in EcoFab. The acquisition was accounted for as Mezzanine equity - contingently redeemable noncontrolling interest.

The purchase consideration for the acquisition of EcoFab consisted of $1.7 million in cash and 1,292,776 shares of Amyris stock with a fair value of $5.5 million. The noncontrolling interest had a fair value of $3.1 million as of the acquisition date.

The following table summarizes the purchase price allocation:

(In thousands)
Trademarks, trade names and other intellectual property	$	8,705
Customer relationships	512
Goodwill	1,023
Less: noncontrolling interest	$	(3,072)
Total consideration	$	7,168

Goodwill associated with this acquisition is not deductible for tax purposes.

Amyris has determined that (i) EcoFab is a variable-interest entity due to insufficient equity at risk, (ii) Amyris is the primary beneficiary of EcoFab due to its power to direct the activities that most significantly affect EcoFab’s economic performance, and (iii) Amyris has the ability to exert significant influence over EcoFab through its 70% equity ownership. As a result, EcoFab is accounted for as a consolidation.

MenoLabs, LLC.

On March 10, 2022, Amyris acquired MenoLabs, LLC, (MenoLabs), which was founded to fundamentally change how menopause is addressed by offering research-backed all-natural treatments of menopause symptoms. The acquisition of MenoLabs will serve as a catalyst to accelerate growth and establish a leadership position in the fast-growing menopause market.

MenoLabs was acquired for $16.2 million, consisting of $11.3 million in cash, the bridge loan of $0.5 million provided by Amyris in January 2022, 852,234 shares of Amyris stock with a fair value of $3.9 million, and contingent consideration with a fair value of $0.4 million. The contingent consideration consists of two potential payments of up to $10 million each during the 12-month period after the closing date and the fourth quarter of 2024, if both MenoLabs’s product revenues and profit margin meet certain targets (MenoLabs earnout payments). The MenoLabs earnout payments will be paid in cash or Amyris stock. The $0.4 million fair value of the MenoLabs earnout payments is recorded as other liabilities in the accompanying condensed consolidated balance sheets. Allocation of the contingent consideration payments between short-term and long-term liabilities on the accompanying consolidated balance sheets is based on management’s best estimates of when the relevant milestone will be achieved.

The following table summarizes the purchase price allocation:

(In thousands)
Net tangible assets	$	311
Branded products	5,600
Application (App)	3,600

Goodwill	6,642
Total consideration	$	16,153

Goodwill associated with this acquisition is expected to be deductible for tax purposes.

Onda Beauty Inc.

On April 11, 2022, Amyris acquired Onda Beauty Inc. (Onda). Founded in 2014, Onda offers a curated matrix of brands as well as services, such as facials. Onda provides Amyris with a venue to test products, host events, and produce content in a luxury retail setting.

Onda was acquired for $4.9 million, consisting of $1.0 million cash at closing, Amyris stock valued at $3.5 million, estimated net working capital adjustment of $(0.1) million, and holdback consideration of $0.5 million to be paid in Amyris stock within 12 months after the closing date.

The following table summarizes the purchase price allocation:

(In thousands)
Net tangible liabilities	$	(630)
Trademarks, trade names and other intellectual property	4,275
Customer relationships	251
Goodwill	1,019
Total consideration	$	4,915

The allocated purchase price also included deferred tax liabilities attributable to the intangible assets, excluding goodwill. Goodwill associated with this acquisition is not deductible for tax purposes.

Interfaces Indústria E Comércio De Cosméticos Ltda.

On May 16, 2022, Amyris acquired Interfaces Indústria e Comércio de Cosméticos Ltda. (Interfaces). Interfaces is headquartered in São Paulo, Brazil and specializes in producing cosmetics for skin care, hair care, and makeup. The acquisition is deemed critical to sustain the Company’s growth, add operational resilience to its supply chain, reduce its dependency on third-party manufacturing, and increase the ability to source strategic components.

Interfaces was acquired for $6.7 million, consisting of $3.4 million cash at closing and $3.3 million cash to be paid over the following two years.

The following table summarizes the purchase price allocation:

(In thousands)
Net tangible assets	$	1,474
Goodwill	5,219
Total consideration	$	6,693

Goodwill associated with this acquisition is not deductible for tax purposes.

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Net Loss per Share Attributable to Common Stockholders

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Net Loss per Share Attributable to Common Stockholders

Net Loss per Share Attributable to Common Stockholders

The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The two-class method also requires losses for the period to be allocated between common stock and participating securities based on their respective rights if the participating security contractually participates in losses. The Company’s convertible preferred stock are participating securities as they contractually entitle the holders of such shares to participate in dividends and contractually require the holders of such shares to participate in the Company’s losses.

The following table presents the calculation of basic and diluted loss per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except shares and per share amounts)	2022		2021		2022		2021
Numerator:
Net loss attributable to Amyris, Inc.	$	(161,395)	$	(32,944)	$	(378,713)	$	(308,814)
Less: loss allocated to participating securities	—		—		—		787
Net loss attributable to Amyris, Inc. common stockholders	$	(161,395)	$	(32,944)	$	(378,713)	$	(308,027)
Interest on convertible debt	—		767		1,983		—
Gain from change in fair value of debt	—		(52,294)		(35,074)		—
Gain from change in fair value of derivative instruments	—		—		(3,738)		—
Net loss attributable to Amyris, Inc. common stockholders, diluted	$	(161,395)	$	(84,471)	$	(415,542)	$	(308,027)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic	322,286,529		300,888,579		318,400,804		286,919,463
Net loss per share, basic	$	(0.50)	$	(0.11)	$	(1.19)	$	(1.07)
Weighted-average shares of common stock outstanding	322,286,529		300,888,579		318,400,804		286,919,463
Effect of dilutive convertible debt	—		16,680,334		16,487,613		—
Effect of dilutive common stock warrants	—		—		238,505		—
Weighted-average shares of common stock equivalents used in computing net loss per share of common stock, diluted	322,286,529		317,568,913		335,126,922		286,919,463
Net loss per share, diluted	$	(0.50)	$	(0.27)	$	(1.24)	$	(1.07)

For the three months ended September 30, 2021 and for the nine months ended September 30, 2022, basic net loss per share differed from diluted net loss per share, because the inclusion of all potentially dilutive securities outstanding was dilutive. For the three months ended September 30, 2022 and for the nine months ended September 30, 2021, basic loss per share equaled diluted loss per share, because the inclusion of all potentially dilutive securities outstanding was antidilutive. The following table presents outstanding shares of potentially dilutive securities:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Period-end common stock warrants	3,633,956	4,256,065	3,633,956	4,256,065
Convertible promissory notes(1)	106,542,805	—	86,683,389	16,680,334
Period-end stock options to purchase common stock	4,621,782	3,157,279	4,621,782	3,157,279
Period-end restricted stock units	17,148,515	14,127,109	17,148,515	14,127,109
Contingently issuable common shares	823,761	—	823,761	—
Contingently issuable warrants	1,857,042	—	—	—
Total potentially dilutive securities excluded from computation of diluted loss per share	134,627,861	21,540,453	112,911,403	38,220,787

______________

(1)    The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect as of the respective period-end dates. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price under certain circumstances, which could potentially increase the dilutive shares outstanding. Another portion of the convertible promissory notes issued carries a provision for an increase in the conversion rate under certain circumstances, which could also potentially increase the dilutive shares outstanding.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Guarantor Arrangements

The Company has agreements whereby it indemnifies its executive officers and directors for certain events or occurrences while the executive officer or director is serving in his or her official capacity. The indemnification period remains enforceable for the executive officer's or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any future payments. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. Accordingly, the Company had no liabilities recorded for these agreements as of September 30, 2022 and December 31, 2021.

The Foris Convertible Note and the Foris Senior Note are collateralized by first-priority liens on substantially all of the Company's assets, including intellectual property, other than certain intellectual property licensed to DSM, international subsidiaries, and ownership interests in joint ventures. Certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the Foris Convertible Note and the Foris Senior Note.

In October 2021, the Company entered into a 10-year manufacturing partnership agreement with Renfield Manufacturing, LLC (Renfield) to provide manufacturing services and third-party logistics processes, including inventory management, warehousing, and fulfillment for certain of the Company’s consumer product lines. The Company also provided a $0.5 million letter of credit and guarantee to the lessor of the Renfield manufacturing facility, which extends through August 2032. If Renfield fails to perform under the facility lease, the Company can terminate the manufacturing agreement. The Company expects that its potential future performance under the guarantee is not probable of occurrence. Accordingly, the Company had no liabilities recorded for the guarantee as of September 30, 2022 and December 31, 2021.

Other Matters

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but will only be recorded when one or more future events occur or fail to occur. The Company's management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgement. In assessing loss contingencies related to legal proceedings that are pending against and by the Company or unasserted claims that may result in such proceedings, the Company's management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be reasonably estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

On April 3, 2019, a securities class action complaint was filed against Amyris and our CEO, John G. Melo, and former CFO, Kathleen Valiasek, in the U.S. District Court for the Northern District of California. The complaint seeks unspecified damages on behalf of a purported class that would comprise all persons and entities that purchased or otherwise acquired our securities between March 15, 2018 and March 19, 2019. The complaint, which was amended by the lead plaintiff on September 13, 2019, alleges securities law violations based on statements and omissions made by the Company during such period. On October 25, 2019, the defendants filed a motion to dismiss the securities class action complaint, which was denied by the court on October 5, 2020. The Company filed its answer to the securities class action complaint on October 26, 2020. In early 2021, the parties attended court-ordered mediation, but as the case did not settle, the parties commenced discovery. On July 30, 2021, plaintiffs filed a motion seeking class certification and the Company filed its opposition on September 24, 2021; after briefing and argument, it was granted in part on December 8, 2021. On December 22, 2021, the Company filed a petition seeking interlocutory review of that order in the U.S. Court of Appeals for the Ninth Circuit, which was fully briefed on January 14, 2022. On February 4, 2022, the parties reached a tentative settlement of the securities class action, which requires the court’s review and approval. On March 24, 2022, the parties submitted the proposed settlement agreement to the Court. A slightly revised proposed settlement agreement and supporting documents were filed on July 21, 2022. On July 22, 2022, the Court preliminarily approved the settlement agreement and set the hearing date for final approval on November 8, 2022. Upon approval of the settlement by the Court, the settlement amount of approximately $13.5 million will be covered by the Company’s director's and officer's insurance policy.

Subsequent to the filing of the securities class action complaint described above, on June 21, 2019 and October 1, 2019, respectively, two separate purported shareholder derivative complaints were filed in the U.S. District Court for the Northern District of California (Bonner v. Doerr, et al., and Carlson v. Doerr, et al.) based on similar allegations to those made in the securities class action complaint and naming the Company, and certain of the Company’s current and former officers and directors, as defendants. The derivative lawsuits sought to recover, on the Company’s behalf, unspecified damages purportedly sustained by the Company in connection with allegedly misleading statements and omissions made in connection with the Company’s securities filings. The derivative lawsuits were dismissed on October 18, 2019 (Bonner) and December 10, 2019 (Carlson), without prejudice. On November 3, 2020, Bonner re-filed its derivative complaint against the Company in San Mateo County Superior Court. The Company filed its demurrer to the complaint on January 13, 2021, and attended a preliminary hearing on April 22, 2021. An additional shareholder derivative complaint (Kimbrough v. Melo, et al.), substantially identical to the Bonner complaint, was filed on December 18, 2020 in the United States District Court for the Northern District of California. On February 19, 2021, the Company filed its motion to dismiss the Kimbrough complaint. In response, the Kimbrough complaint was dismissed in federal court on March 4, 2021, and re-filed in state court on March 12, 2021. By agreement, the Kimbrough and Bonner complaints were consolidated for all purposes on April 9, 2021. The Company's motion to dismiss was granted without prejudice on June 30, 2021. After obtaining an extension, Bonner amended its complaint on February 22, 2022. On March 24, 2022, the Company filed a motion seeking full dismissal with prejudice of claims alleged in Bonner’s amended complaint. On June 20, 2022, the Court granted the Company's motion to dismiss Bonner's amended complaint without prejudice. On July 14, 2022, Bonner informed the Court that it does not intend to file a second amended complaint. On August 18, 2022, the Court issued the judgment in favor of Amyris and awarded an immaterial amount to cover its costs. On September 9, 2022, Bonner filed a notice of appeal of the Court's decision dismissing Bonner’s amended complaint.

On August 23, 2020, LAVVAN, Inc. (Lavvan) brought claims in arbitration against the Company under that certain Research, Collaboration, and License Agreement dated March 18, 2019, as amended, and on September 10, 2020, Lavvan filed a suit against the Company in the United States District Court for the Southern District of New York. The Company filed motions to compel arbitration or to dismiss on October 2, 2020. On October 30, 2020, Lavvan filed its opposition to the motions and the Company filed its reply to such opposition on November 13, 2020. The Court denied the Company's motions on July 26, 2021, and the Company appealed the Court's ruling regarding its motion to compel arbitration on July 27, 2021, filing its appeal to the U.S. Court of Appeals for the Second Circuit on November 4, 2021. The appellate briefing process was completed on January 19, 2022. The Court held an oral argument on September 9, 2022. On September 15, 2022, the Second Circuit denied the Company's appeal and remanded the case back to the district court for further adjudication. The evidentiary hearing took place in arbitration from October 24 to 28, 2022. The Company believes Lavvan's claims lack merit and intends to continue to defend itself vigorously.

The Company is subject to disputes and claims that arise or have arisen in the ordinary course of business and that have not resulted in legal proceedings or have not been fully adjudicated. Such matters that may arise in the ordinary course of business are subject to many uncertainties and outcomes, and are not predictable with reasonable assurance; therefore, an estimate of all the reasonably possible losses cannot be determined at this time. If one or more of these legal disputes or claims resulted in settlements or legal proceedings that were resolved against the Company for amounts in excess of management’s expectations, the Company’s condensed consolidated financial statements for the relevant reporting period could be materially adversely affected.

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Revenue Recognition and Contract Assets and Liabilities

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition and Contract Assets and Liabilities

Revenue Recognition, and Contract Assets and Liabilities

Disaggregation of Revenue

The following table presents revenue by major product and service, as well as by primary geographical market, based on the location of the customer:

	Three Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
North America	$	49,611	$	10,113	$	1,565	$	61,289	$	29,255	$	6	$	495	$	29,756
Europe	3,292		—		696		3,988		3,793		6,000		3,059		12,852
Asia	3,787		—		192		3,979		2,598		—		1,798		4,396
South America	763		—		—		763		457		—		—		457
Other	1,110		—		—		1,110		405		—		—		405
	$	58,563	$	10,113	$	2,453	$	71,129	$	36,508	$	6,006	$	5,352	$	47,866
	Nine Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
North America	$	122,530	$	10,546	$	4,285	$	137,361	$	79,574	$	11,006	$	745	$	91,325
Europe	16,919		15,334		6,886		39,139		9,265		149,800		8,309		167,374
Asia	10,446		—		576		11,022		10,932		—		5,322		16,254
South America	3,876		—		—		3,876		1,102		—		—		1,102
Other	2,647		—		—		2,647		986		—		—		986
	$	156,418	$	25,880	$	11,747	$	194,045	$	101,859	$	160,806	$	14,376	$	277,041

The following table presents revenue by major product and service, as well as by management classification:

	Three Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total		Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total
Consumer	$	45,067	$	7	$	1,481	$	46,555	$	22,984	$	6	$	—	$	22,990
Technology access	13,496		10,106		972		24,574		13,524		6,000		5,352		24,876
	$	58,563	$	10,113	$	2,453	$	71,129	$	36,508	$	6,006	$	5,352	$	47,866
	Nine Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total		Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total
Consumer	$	119,928	$	445	$	3,706	$	124,079	$	59,583	$	6	$	—	$	59,589
Technology access	36,490		25,435		8,041		69,966		42,276		160,800		14,376		217,452
	$	156,418	$	25,880	$	11,747	$	194,045	$	101,859	$	160,806	$	14,376	$	277,041

Significant Revenue Agreements and Customers

In connection with the significant revenue agreements discussed below and others previously disclosed, the Company recognized the following revenue:

	Three Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
Sephora	$	10,790	$	—	$	—	$	10,790	$	9,080	$	—	$	—	$	9,080
DSM - related party	3,787		10,106		—		13,893		6,214		6,000		2,000		14,214
Ingredion / PureCircle	(296)		—		—		(296)		44		—		—		44
Subtotal revenue from significant revenue agreements	14,281		10,106		—		24,387		15,338		6,000		2,000		23,338
Revenue from all other customers	44,282		7		2,453		46,742		21,170		6		3,352		24,528
Total revenue from all customers	$	58,563	$	10,113	$	2,453	$	71,129	$	36,508	$	6,006	$	5,352	$	47,866
	Nine Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
Sephora	$	28,015	$	—	$	—	$	28,015	$	21,599	$	—	$	—	$	21,599
DSM - related party	11,164		25,376		4,000		40,540		12,495		149,612		6,000		168,107
Ingredion / PureCircle	2,452		—		—		2,452		2,297		10,000		—		12,297
Subtotal revenue from significant revenue agreements	41,631		25,376		4,000		71,007		36,391		159,612		6,000		202,003
Revenue from all other customers	114,787		504		7,747		123,038		65,468		1,194		8,376		75,038
Total revenue from all customers	$	156,418	$	25,880	$	11,747	$	194,045	$	101,859	$	160,806	$	14,376	$	277,041

DSM Ingredients Collaboration

Pursuant to the September 2017 research and development collaboration agreement, as amended, the Company provides DSM with research and development services for specific field of use ingredients. The Company concluded the amended agreement contained a single performance obligation to provide research and development services delivered over time and that revenue recognition is based on an input measure of progress as labor hours are expended each quarter. DSM funded the development work with $2.0 million quarterly from January 1, 2022 to June 30, 2022 for services focused on achieving certain fermentation yield and cost targets related to certain molecules. During the three and nine months ended September 30, 2022, the Company recognized zero and $4.0 million of collaboration revenue in connection with the agreement.

DSM License Agreement and Contract Assignment

In March 2021 the Company and DSM entered into a license agreement and asset purchase agreement pursuant to which DSM acquired exclusive rights to the Company’s Flavor and Fragrance (F&F) product portfolio. The Company granted DSM exclusive licenses covering specific intellectual property of the Company and assigned the Company’s rights and obligations under certain F&F ingredients supply agreements to DSM, in exchange for non-refundable upfront consideration totaling $150 million, and up to $235 million of contingent consideration if and when certain commercial milestones are achieved in each of the calendar years 2022 through 2024. The Company determined the licenses to be functional intellectual property and allocated $143.6 million of the transaction price to the licenses and recorded $143.6 million of licenses and royalties revenues in the three months ended March 31, 2021. The Company also concluded the additional contingent consideration represents variable consideration that is subject to a sales/usage-based threshold and is dependent upon the IP License. The Company will recognize revenue at the later of (1) when the underlying sales or usage has occurred and (2) the related performance obligation has been satisfied (or partially satisfied). During the three and nine months ended September 30, 2022, the Company recorded $10.1 million and $25.4 million, respectively, of license and royalties revenue and a corresponding contract asset under the contingent consideration provisions of the agreements.

Contract Assets and Liabilities

When a contract results in revenue being recognized in excess of the amount the Company has invoiced or has the right to invoice to the customer, a contract asset is recognized. Contract assets are transferred to accounts receivable, net when the rights to the consideration become unconditional.

Contract liabilities consist of payments received from customers, or such consideration that is contractually due, in advance of providing the product or performing services such that control has not passed to the customer.

Trade receivables related to revenue from contracts with customers are included in accounts receivable on the condensed consolidated balance sheets, net of the allowance for doubtful accounts. Trade receivables are recorded for the sale of goods or the performance of services at the point of renewable product sale or in accordance with the contractual payment terms for licenses and royalties, and grants and collaborative research and development services for the amount payable by the customer to the Company.

Contract Balances

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers:

(In thousands)	September 30, 2022		December 31, 2021
Accounts receivable, net	$	40,410	$	37,074
Accounts receivable - related party, net	$	7,428	$	5,667
Contract assets	$	3,361	$	4,227
Contract assets - related party(1)	$	25,371	$	—
Contract liabilities	$	953	$	2,530
Contract liabilities, noncurrent(2)	$	—	$	111

(1) Contract assets - related party increased as the result of $25.4 million of licenses and royalties revenue recognized during the nine months ended September 30, 2022 that have not yet been invoiced to DSM.

(2) As of September 30, 2022 and December 31, 2021, contract liabilities, noncurrent is presented in Other noncurrent liabilities in the condensed consolidated balance sheets.

Remaining Performance Obligations

The following table provides information regarding the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) based on the Company's existing agreements with customers as of September 30, 2022.

(In thousands)	As of September 30, 2022
Remaining 2022	$	334
2023	143
2024	143
2025	143
2026 and thereafter	143
Total from all customers	$	906

The table above excludes estimated future revenues for performance obligations that are part of a contract that has an original expected duration of one year or less or a performance obligation with variable consideration that is recognized using the sales-based royalty exception for licenses of intellectual property.

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Related Party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Related Party Debt

Related party debt was as follows:

	September 30, 2022								December 31, 2021
In thousands	Principal		Unaccreted Debt Discount		Change in Fair Value		Net		Principal		Unaccreted Debt Discount		Change in Fair Value		Net
Foris convertible note	$	50,041	$	—	$	14,165	$	64,206	$	50,041	$	—	$	57,386	$	107,427
Foris senior note	$	80,000	$	(6,008)	$	—	$	73,992	$	—	$	—	$	—	$	—

Related Party Equity

In September 2022, the Company issued warrants to Foris. See Note 6, "Stockholders' (Deficit) Equity".

Related Party Revenue

See Note 10, "Revenue Recognition, and Contract Assets and Liabilities", for information about related party revenue transactions with DSM.

Related Party Accounts Receivable, Contract Assets and Accounts Payable

Related party accounts receivable, contract assets, and accounts payable were as follows:

(In thousands)	September 30, 2022		December 31, 2021
Accounts receivable - related party	$	7,428	$	5,667
Contract assets - related party	$	25,371	$	—
Accounts payable - related party	$	13,016	$	5,011

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Stock-based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

Stock-based Compensation

The Company’s stock option activity and related information for the nine months ended September 30, 2022 was as follows:

	Quantity of Stock Options	Weighted- average Exercise Price		Weighted-average Remaining Contractual Life, in Years	Aggregate Intrinsic Value, in Thousands
Outstanding - December 31, 2021	3,087,225	$	9.91	7.1	$	2,580
Granted	1,998,944	$	3.00
Exercised	(36,021)	$	2.84
Forfeited or expired	(428,366)	$	9.72
Outstanding - September 30, 2022	4,621,782	$	7.00	7.8	$	854
Vested or expected to vest after September 30, 2022	4,373,568	$	7.15	7.7	$	765
Exercisable at September 30, 2022	1,856,159	$	10.57	5.7	$	19

Activity related to the Company’s restricted stock units (RSUs), including performance-based restricted stock units (PSUs) for the nine months ended September 30, 2022 was as follows:

	Quantity of Restricted Stock Units	Weighted-average Grant-date Fair Value		Weighted-average Remaining Contractual Life, in Years
Outstanding - December 31, 2021	13,731,320	$	9.99	2.8
Awarded	7,580,711	$	3.36
Released	(3,071,868)	$	6.78
Forfeited	(1,091,648)	$	6.09
Outstanding - September 30, 2022	17,148,515	$	7.88	2.3
Vested or expected to vest after September 30, 2022	14,956,339	$	7.73	2.2

Stock-based compensation expense during the three and nine months ended September 30, 2022 and 2021 is reflected in the condensed consolidated statements of operations as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Cost of products sold	$	79	$	79	$	238	$	216
Research and development	1,606		1,565		5,007		3,945
Sales, general and administrative	10,624		7,261		31,299		17,772
Total stock-based compensation expense	$	12,309	$	8,905	$	36,544	$	21,933

As of September 30, 2022, $111.6 million of unrecognized compensation expense related to stock options and RSUs is expected to be recognized over a weighted-average period of 3.0 years.

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Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

DSM Term Loan

On October 11, 2022, Amyris and DSM Finance, as lender, entered into a Loan and Security Agreement (the DSM Loan Agreement) to make available to Amyris a secured term loan facility of up to $75 million (the DSM Loan Facility), consisting of two tranches: a $50.0 million tranche, which was drawn in full on October 11, 2022 and a $25.0 million tranche, which was drawn in full on November 7, 2022 (collectively, the Term Loan). The DSM Loan Agreement also includes a provision for a third tranche of $25.0 million on terms to be mutually agreed by the parties. The net proceeds of the DSM Loan Facility will be used for general corporate purposes.

The obligations under the Loan Facility are (i) guaranteed by certain Amyris subsidiaries, and (ii) secured by a perfected security interest in certain payment obligations (DSM Earn-outs) due to Amyris from DSM Nutritional Products Ltd. (DSM Nutritional) under the Asset Purchase Agreement dated March 31, 2021 between Amyris and DSM Nutritional.

The Term Loan will amortize as follows: (a) $25.0 million on October 11, 2023, (b) $25.0 million on October 11, 2024, and (c) any outstanding principal balance of the Term Loan on October 11, 2025; provided that the total amortization amount on any of the foregoing dates shall be reduced by the amount of any DSM Earn-Outs due to Amyris from DSM Nutritional during the one-year period prior to such dates. Term Loans under the Loan Facility will accrue interest at a 9% annual interest rate, with quarterly interest payments due in cash. Amyris paid DSM Finance an upfront structuring fee of $5.125 million.

Prepayment of the outstanding amounts under the Loan Facility will be required upon any DSM Earn-Outs becoming due from DSM Nutritional to Amyris and, after prepayment of $30.0 million of Amyris’s existing indebtedness with Foris Ventures, LLC, on a pro rata basis concurrently with any prepayments of outstanding indebtedness with Foris Ventures, LLC, upon the occurrence of a Change of Control and certain other prepayment events. In addition, Amyris may prepay the outstanding principal amount of the Term Loans before the Maturity Date without a prepayment fee.

Both DSM Finance and DSM Nutritional are affiliates of DSM International B.V., which is a shareholder of the Company and affiliated with Philip Eykerman, a member of the Company’s Board of Directors.

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the accompanying unaudited interim condensed consolidated financial statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of results for a full year.

Use of Estimates and Judgements

Use of Estimates and Judgements

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements. Significant estimates and judgements used in these consolidated financial statements are discussed in the relevant accounting policies below or specifically discussed in the Notes to Consolidated Financial Statements where such transactions are disclosed.

Accounting Update Recently Adopted and Accounting Standards or Updates Not Yet Adopted

Accounting Update Recently Adopted

In the nine months ended September 30, 2022, the Company adopted this accounting standard update:

Convertible Debt, and Derivatives and Hedging. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity. Adoption of this standard on January 1, 2022 in connection with the 2026 Convertible Senior Notes, decreased additional paid-in capital by $368.0 million, increased debt by the same amount, and decreased accumulated deficit by $6.0 million for debt discount accretion expense that was recorded prior to adoption.

Accounting Standards or Updates Not Yet Adopted

Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to measure all expected credit losses for most financial assets held at the reporting date based on an expected loss model which includes historical experience, current conditions, and reasonable and supportable forecasts. Entities will now use forward-looking information to better form their credit loss estimates. ASU 2016-13 also requires enhanced disclosures to help financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity's portfolio. Because the Company met the SEC definition of a smaller reporting company when ASU 2016-13 was issued, this new accounting standard will be effective for the Company in the first quarter of 2023. The Company is currently evaluating the impact this standard will have on its consolidated financial statements and related disclosures.

Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This update requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This standard will be effective for the Company in the first quarter of 2023 and will be applied prospectively to business combinations occurring on or after the effective date of the standard. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the guidance and the impact on its consolidated financial statements and related disclosures.

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Balance Sheet Details (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Allowance for Doubtful Accounts

Allowance for Doubtful Accounts

(In thousands)	Balance at Beginning of Period		Provisions		Write-offs, Net		Balance at End of Period
Nine months ended September 30, 2022	$	945	$	807	$	—	$	1,752
Nine months ended September 30, 2021	$	137	$	806	$	(4)	$	939

Schedule of Inventories

Inventories

(In thousands)	September 30, 2022		December 31, 2021
Raw materials	$	48,268	$	25,733
Work-in-process	12,473		6,941
Finished goods	68,591		42,396
Inventories	$	129,332	$	75,070

Schedule of Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

(In thousands)	September 30, 2022		December 31, 2021
Prepayments, advances and deposits	$	25,356	$	25,140
Note receivable(1)	10,000		—
Non-inventory production supplies	4,116		3,956
Recoverable taxes from Brazilian government entities	4,981		1,188
Other	3,545		3,229
Total prepaid expenses and other current assets	$	47,998	$	33,513

                

_______________________

(1) In March 2022, the Company loaned a privately-held company $10 million in exchange for a senior secured convertible promissory note (the Note, as amended from time to time) which unless earlier redeemed or converted into equity of the privately-held company, shall be repaid in tranches according to the terms of the Note by June 2023. The Note bears interest at 10% per annum and is convertible, at the Company's option, into equity of the privately-held company upon maturity of the Note or in the event of an initial public offering, equity financing, or corporate transaction (such as a sale or merger), in each case, at a conversion price that is dependent on a variety of factors. In addition, the Note is redeemable prior to maturity, at the issuer's option, in the event of one or more equity or debt financings, one or more asset sales, or an initial public offering, in each case equal to or greater than $65 million. The arrangement is accounted for as a loan. The Company will periodically evaluate the collectability of the loan, and an allowance for credit losses will be recorded if the Company concludes that all or a portion of the loan balance is no longer collectible.

Schedule of Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

(In thousands)	September 30, 2022		December 31, 2021
Manufacturing facilities and equipment	$	86,799	$	51,855
Leasehold improvements	49,951		45,780
Computers and software	11,092		9,174
Furniture and office equipment, vehicles and land	3,907		3,688
Construction in progress	116,703		48,032
	268,452		158,529
Less: accumulated depreciation and amortization	(98,625)		(85,694)
Property, plant and equipment, net	$	169,827	$	72,835

Schedule of Depreciation and Amortization

During the three and nine months ended September 30, 2022 and 2021, depreciation and amortization expense, including amortization of right-of-use assets under financing leases, was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Depreciation and amortization expense	$	3,192	$	2,226	$	8,178	$	4,300

Schedule of Goodwill

he changes in the carrying amount of goodwill for the nine months ended September 30, 2022 were as follows:

(In thousands)	September 30, 2022
Balance at beginning of period	$	131,259
Additions	13,741
Effect of currency translation adjustment	(18,340)
Ending balance	$	126,660

Schedule of Finite-Lived Intangible Assets

The following table summarizes the components of intangible assets (in thousands, except estimated useful life):

		September 30, 2022						December 31, 2021
Amounts in thousands	Estimated Useful Life (in Years)	Gross		Accumulated Amortization		Net		Gross		Accumulated Amortization		Net
Trademarks and trade names, and branded products	10	$	29,531	$	(2,189)	$	27,342	$	11,484	$	(496)	$	10,988
Customer relationships	5 - 16	8,513		(847)		7,666		8,197		(267)		7,930
Developed technology and software applications	5 - 12	20,050		(955)		19,095		19,962		(200)		19,762
Patents	17	600		(41)		559		600		(15)		585
Total intangible assets		$	58,694	$	(4,032)	$	54,662	$	40,243	$	(978)	$	39,265

Schedule of Finite-lived Intangible Assets Amortization Expense

Total future amortization of intangible assets as of September 30, 2022 is as follows (in thousands):

Amounts in thousands
2022 (remainder)	$	1,137
2023	6,030
2024	7,029
2025	7,142
2026	6,894
Thereafter	26,430
Total future amortization	$	54,662

Schedule of Lease, Cost

Information related to the Company's ROU assets and related lease liabilities were as follows:

	Nine Months Ended September 30,
	2022	2021
Cash paid for operating lease liabilities, in thousands	$10,094	$5,659
Right-of-use assets obtained in exchange for new operating lease obligations, in thousands	$51,789	$3,397
Weighted-average remaining lease term (in years)	11.4	3.5
Weighted-average discount rate	19.5%	17.6%

Schedule of Lessee, Lease Liability, Maturity

Maturities of lease liabilities as of September 30, 2022 were as follows:

Years ending December 31: (In thousands)	Financing Leases		Operating Leases		Total Leases
2022 (Remaining Three Months)	$	5	$	3,624	$	3,629
2023	21		12,866		12,887
2024	21		21,942		21,963
2025	21		22,247		22,268
2026	16		22,682		22,698
Thereafter	—		228,662		228,662
Total lease payments	84		312,023		312,107
Less: amount representing interest	(21)		(234,536)		(234,557)
Total lease liability	$	63	$	77,487	$	77,550
Current lease liability	$	12	$	1,589	$	1,601
Noncurrent lease liability	51		75,898		75,949
Total lease liability	$	63	$	77,487	$	77,550

Schedule of Other Assets

Other Assets

(In thousands)	September 30, 2022		December 31, 2021
Investments in equity securities	$	5,753	$	—
Equity-method investments in affiliates	$	3,934	$	9,443
Deposits	517		129
Other	2,998		994
Total other assets	$	13,202	$	10,566

Schedule of Accrued and Other Current Liabilities

Accrued and Other Current Liabilities

(In thousands)	September 30, 2022		December 31, 2021
Business acquisitions contingent consideration payable(1)	$	27,144	$	30,000
Payroll and related expenses	15,373		9,151
Accrued interest	14,596		9,572
Liability in connection with acquisition of equity-method investment	11,225		8,735
Asset retirement obligation(2)	3,671		3,336
Professional services	3,147		2,447
Contract termination fees	1,357		1,345
License fee payable	1,050		1,050
Tax-related liabilities	649		988
Other	6,329		4,833
Total accrued and other current liabilities	$	84,541	$	71,457

______________

(1)    Business acquisitions contingent consideration payable is the current portion of total acquisition-related contingent consideration.

(2)    The asset retirement obligation represents liabilities incurred but not yet discharged in connection with the Company's 2013 abandonment of a partially constructed facility in Pradópolis, Brazil.

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Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables summarize liabilities measured at fair value, and the respective fair value by input classification level within the fair value hierarchy:

(In thousands)	September 30, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities
Foris Convertible Note	$	—	$	—	$	64,206	$	64,206	$	—	$	—	$	107,427	$	107,427
Freestanding derivative instruments issued in connection with debt and equity instruments	—		—		3,303		3,303		—		—		7,062		7,062
Acquisition-related contingent consideration	—		—		40,275		40,275		—		—		64,762		64,762
Total liabilities measured and recorded at fair value	$	—	$	—	$	107,784	$	107,784	$	—	$	—	$	179,251	$	179,251

Schedule of Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation

The following table provides a reconciliation of the beginning and ending balances for the Company's derivative liabilities recognized in connection with the issuance of debt instruments, either freestanding or embedded, measured at fair value using significant unobservable inputs (Level 3):

(In thousands)	Derivative Liability
Balance at December 31, 2021	$	7,062
Change in fair value of derivative instruments	(3,759)
Balance at September 30, 2022	$	3,303

Schedule of Fair Value Measurement Inputs and Valuation Techniques

Input assumptions for the freestanding instrument are as follows:

	Range for Period Ended
Input assumptions for liability classified warrants:	September 30, 2022		December 31, 2021
Fair value of common stock on valuation date	$1.85 - $4.36		$5.41 - $19.10
Exercise price of warrants	$2.87		$2.87
Expected volatility	106% - 117%		107% - 114%
Risk-free interest rate	2.28% - 4.22%		0.16% – 0.73%
Expected term in years	2		2
Dividend yield	0.0	%	0.0 %

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The fair value of contingent consideration is classified as Level 3. Contingent consideration activity and balances are as follows:

(In thousands)	September 30, 2022
Beginning balance January 1, 2022	$	64,762
Issuance of contingent consideration in connection with acquisitions	440
Measurement period adjustment	(55)
Reclassification to short-term contingent liabilities	(24,872)
Ending balance September 30, 2022	$	40,275

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Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Debt

Net carrying amounts of debt are as follows:

	September 30, 2022								December 31, 2021
(In thousands)	Principal		Unaccreted Debt Discount		Change in Fair Value		Net		Principal		Unaccreted Debt Discount		Change in Fair Value		Net
Convertible notes
2026 convertible senior notes	$	690,000	$	(16,073)	$	—	$	673,927	$	690,000	$	(380,939)	$	—	$	309,061
Related party convertible notes
Foris convertible note	50,041		—		14,165		64,206		50,041		—		57,386		107,427
Related party loans payable
Foris senior note	80,000		(6,008)		—		73,992		—		—		—		—
Loans payable and credit facilities
Other loans payable (revolving)	1,720		—		—		1,720		896		—		—		896
Total debt	$	821,761	$	(22,081)	$	14,165	813,845		$	740,937	$	(380,939)	$	57,386	417,384
Less: current portion							(88,348)								(108,323)
Long-term debt, net of current portion							$	725,497							$	309,061

Interest Income and Interest Expense Disclosure

Interest expense was as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Contractual interest expense in connection with debt	$	3,554	$	2,173	$	10,385	$	8,023
Debt discount accretion	1,081		1,026		3,004		2,672
Interest expense in connection with debt	4,635		3,199		13,389		10,695
Discount accretion on liability in connection with acquisition of equity-method investment and with partnership liability, and other	1,654		1,122		3,467		4,162
Total interest expense	$	6,289	$	4,321	$	16,856	$	14,857

Schedule of Long-term Debt Instruments

Future minimum payments under the Company's debt agreements as of September 30, 2022 are as follows:

(In thousands)	Convertible Notes		Related Party Convertible Notes		Loans Payable and Credit Facilities		Related Party Loans Payable		Total
2022 (Remaining Three Months)	$	5,175	$	—	$	52	$	—	$	5,227
2023	10,350		62,623		1,776		31,277		106,026
2024	10,350		—		—		55,811		66,161
2025	10,350		—		—		—		10,350
2026	700,379		—		—		—		700,379
Thereafter	—		—		—		—		—
Total future minimum payments	736,604		62,623		1,828		87,088		888,143
Less: amount representing interest	(46,604)		(12,582)		(108)		—		(59,294)
Less: future conversion of accrued interest to principal	—		—		—		(7,088)		(7,088)
Present value of minimum debt payments	690,000		50,041		1,720		80,000		821,761
Less: current portion of debt principal	—		(50,041)		(1,720)		(26,611)		(78,372)
Noncurrent portion of debt principal	$	690,000	$	—	$	—	$	53,389	$	743,389

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Stockholders' Deficit (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Warrants and Rights Activity Summary

The following table summarizes warrants outstanding at September 30, 2022:

Transaction	Year Issued	Expiration Date	Number Outstanding as of December 31, 2021	Additional Warrants Issued	Exercises	Expired	Exercise Price per Share of Warrants Exercised		Number Outstanding as of September 30, 2022	Exercise Price per Share as of September 30, 2022
Foris senior note warrants	2022	September 13, 2025	—	2,046,036	—	—	$	—	2,046,036	$	3.91
Blackwell / Silverback warrants	2020	July 10, 2023	1,000,000		—	—	$	—	1,000,000	$	3.25
January 2020 warrant exercise right shares	2020	January 31, 2022	431,378		(431,378)	—	$	2.87	—	$	—
May 2019 6.50% Note Exchange warrants	2019	January 31, 2022	960,225		(960,225)	—	$	2.87	—	$	—
May 2017 cash warrants	2017	July 10, 2023	1,492,652	—	(904,732)	—	$	2.87	587,920	$	2.87
May 2017 dilution warrants	2017	July 10, 2022	56,910	—	—	(56,910)	$	—	—	$	—
July 2015 related party debt exchange	2015	July 29, 2025	58,690	—	—	—	$	—	58,690	$	0.15
			3,999,855	2,046,036	(2,296,335)	(56,910)	$	2.87	3,692,646

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Acquisitions (Tables)

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the purchase price allocation:

(In thousands)
Trademarks, trade names and other intellectual property	$	8,705
Customer relationships	512
Goodwill	1,023
Less: noncontrolling interest	$	(3,072)
Total consideration	$	7,168

The following table summarizes the purchase price allocation:

(In thousands)
Net tangible assets	$	311
Branded products	5,600
Application (App)	3,600

Goodwill	6,642
Total consideration	$	16,153

The following table summarizes the purchase price allocation:

(In thousands)
Net tangible liabilities	$	(630)
Trademarks, trade names and other intellectual property	4,275
Customer relationships	251
Goodwill	1,019
Total consideration	$	4,915

The following table summarizes the purchase price allocation:

(In thousands)
Net tangible assets	$	1,474
Goodwill	5,219
Total consideration	$	6,693

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Net Loss per Share Attributable to Common Stockholders (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table presents the calculation of basic and diluted loss per share:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except shares and per share amounts)	2022		2021		2022		2021
Numerator:
Net loss attributable to Amyris, Inc.	$	(161,395)	$	(32,944)	$	(378,713)	$	(308,814)
Less: loss allocated to participating securities	—		—		—		787
Net loss attributable to Amyris, Inc. common stockholders	$	(161,395)	$	(32,944)	$	(378,713)	$	(308,027)
Interest on convertible debt	—		767		1,983		—
Gain from change in fair value of debt	—		(52,294)		(35,074)		—
Gain from change in fair value of derivative instruments	—		—		(3,738)		—
Net loss attributable to Amyris, Inc. common stockholders, diluted	$	(161,395)	$	(84,471)	$	(415,542)	$	(308,027)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic	322,286,529		300,888,579		318,400,804		286,919,463
Net loss per share, basic	$	(0.50)	$	(0.11)	$	(1.19)	$	(1.07)
Weighted-average shares of common stock outstanding	322,286,529		300,888,579		318,400,804		286,919,463
Effect of dilutive convertible debt	—		16,680,334		16,487,613		—
Effect of dilutive common stock warrants	—		—		238,505		—
Weighted-average shares of common stock equivalents used in computing net loss per share of common stock, diluted	322,286,529		317,568,913		335,126,922		286,919,463
Net loss per share, diluted	$	(0.50)	$	(0.27)	$	(1.24)	$	(1.07)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following table presents outstanding shares of potentially dilutive securities:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Period-end common stock warrants	3,633,956	4,256,065	3,633,956	4,256,065
Convertible promissory notes(1)	106,542,805	—	86,683,389	16,680,334
Period-end stock options to purchase common stock	4,621,782	3,157,279	4,621,782	3,157,279
Period-end restricted stock units	17,148,515	14,127,109	17,148,515	14,127,109
Contingently issuable common shares	823,761	—	823,761	—
Contingently issuable warrants	1,857,042	—	—	—
Total potentially dilutive securities excluded from computation of diluted loss per share	134,627,861	21,540,453	112,911,403	38,220,787

______________

(1)    The potentially dilutive effect of convertible promissory notes was computed based on conversion ratios in effect as of the respective period-end dates. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price under certain circumstances, which could potentially increase the dilutive shares outstanding. Another portion of the convertible promissory notes issued carries a provision for an increase in the conversion rate under certain circumstances, which could also potentially increase the dilutive shares outstanding.

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Revenue Recognition and Contract Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The following table presents revenue by major product and service, as well as by primary geographical market, based on the location of the customer:

	Three Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
North America	$	49,611	$	10,113	$	1,565	$	61,289	$	29,255	$	6	$	495	$	29,756
Europe	3,292		—		696		3,988		3,793		6,000		3,059		12,852
Asia	3,787		—		192		3,979		2,598		—		1,798		4,396
South America	763		—		—		763		457		—		—		457
Other	1,110		—		—		1,110		405		—		—		405
	$	58,563	$	10,113	$	2,453	$	71,129	$	36,508	$	6,006	$	5,352	$	47,866
	Nine Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
North America	$	122,530	$	10,546	$	4,285	$	137,361	$	79,574	$	11,006	$	745	$	91,325
Europe	16,919		15,334		6,886		39,139		9,265		149,800		8,309		167,374
Asia	10,446		—		576		11,022		10,932		—		5,322		16,254
South America	3,876		—		—		3,876		1,102		—		—		1,102
Other	2,647		—		—		2,647		986		—		—		986
	$	156,418	$	25,880	$	11,747	$	194,045	$	101,859	$	160,806	$	14,376	$	277,041

The following table presents revenue by major product and service, as well as by management classification:

	Three Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total		Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total
Consumer	$	45,067	$	7	$	1,481	$	46,555	$	22,984	$	6	$	—	$	22,990
Technology access	13,496		10,106		972		24,574		13,524		6,000		5,352		24,876
	$	58,563	$	10,113	$	2,453	$	71,129	$	36,508	$	6,006	$	5,352	$	47,866
	Nine Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total		Renewable Products		Licenses and Royalties		Grants, Collaborations and Other		Total
Consumer	$	119,928	$	445	$	3,706	$	124,079	$	59,583	$	6	$	—	$	59,589
Technology access	36,490		25,435		8,041		69,966		42,276		160,800		14,376		217,452
	$	156,418	$	25,880	$	11,747	$	194,045	$	101,859	$	160,806	$	14,376	$	277,041

Revenue in Connection with Significant Revenue Agreement

In connection with the significant revenue agreements discussed below and others previously disclosed, the Company recognized the following revenue:

	Three Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
Sephora	$	10,790	$	—	$	—	$	10,790	$	9,080	$	—	$	—	$	9,080
DSM - related party	3,787		10,106		—		13,893		6,214		6,000		2,000		14,214
Ingredion / PureCircle	(296)		—		—		(296)		44		—		—		44
Subtotal revenue from significant revenue agreements	14,281		10,106		—		24,387		15,338		6,000		2,000		23,338
Revenue from all other customers	44,282		7		2,453		46,742		21,170		6		3,352		24,528
Total revenue from all customers	$	58,563	$	10,113	$	2,453	$	71,129	$	36,508	$	6,006	$	5,352	$	47,866
	Nine Months Ended September 30,
(In thousands)	2022								2021
	Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total		Renewable Products		Licenses and Royalties		Collaborations, Grants and Other		Total
Sephora	$	28,015	$	—	$	—	$	28,015	$	21,599	$	—	$	—	$	21,599
DSM - related party	11,164		25,376		4,000		40,540		12,495		149,612		6,000		168,107
Ingredion / PureCircle	2,452		—		—		2,452		2,297		10,000		—		12,297
Subtotal revenue from significant revenue agreements	41,631		25,376		4,000		71,007		36,391		159,612		6,000		202,003
Revenue from all other customers	114,787		504		7,747		123,038		65,468		1,194		8,376		75,038
Total revenue from all customers	$	156,418	$	25,880	$	11,747	$	194,045	$	101,859	$	160,806	$	14,376	$	277,041

Contract with Customer, Asset and Liability

The following table provides information about accounts receivable, contract assets and contract liabilities from contracts with customers:

(In thousands)	September 30, 2022		December 31, 2021
Accounts receivable, net	$	40,410	$	37,074
Accounts receivable - related party, net	$	7,428	$	5,667
Contract assets	$	3,361	$	4,227
Contract assets - related party(1)	$	25,371	$	—
Contract liabilities	$	953	$	2,530
Contract liabilities, noncurrent(2)	$	—	$	111

(1) Contract assets - related party increased as the result of $25.4 million of licenses and royalties revenue recognized during the nine months ended September 30, 2022 that have not yet been invoiced to DSM.

(2) As of September 30, 2022 and December 31, 2021, contract liabilities, noncurrent is presented in Other noncurrent liabilities in the condensed consolidated balance sheets.

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction

The following table provides information regarding the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) based on the Company's existing agreements with customers as of September 30, 2022.

(In thousands)	As of September 30, 2022
Remaining 2022	$	334
2023	143
2024	143
2025	143
2026 and thereafter	143
Total from all customers	$	906

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Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2022

Related Party Transactions [Abstract]

Schedule of Related Party Debt

Related party debt was as follows:

	September 30, 2022								December 31, 2021
In thousands	Principal		Unaccreted Debt Discount		Change in Fair Value		Net		Principal		Unaccreted Debt Discount		Change in Fair Value		Net
Foris convertible note	$	50,041	$	—	$	14,165	$	64,206	$	50,041	$	—	$	57,386	$	107,427
Foris senior note	$	80,000	$	(6,008)	$	—	$	73,992	$	—	$	—	$	—	$	—

Schedule of Related Party Accounts Receivables

Related party accounts receivable, contract assets, and accounts payable were as follows:

(In thousands)	September 30, 2022		December 31, 2021
Accounts receivable - related party	$	7,428	$	5,667
Contract assets - related party	$	25,371	$	—
Accounts payable - related party	$	13,016	$	5,011

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Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity

The Company’s stock option activity and related information for the nine months ended September 30, 2022 was as follows:

	Quantity of Stock Options	Weighted- average Exercise Price		Weighted-average Remaining Contractual Life, in Years	Aggregate Intrinsic Value, in Thousands
Outstanding - December 31, 2021	3,087,225	$	9.91	7.1	$	2,580
Granted	1,998,944	$	3.00
Exercised	(36,021)	$	2.84
Forfeited or expired	(428,366)	$	9.72
Outstanding - September 30, 2022	4,621,782	$	7.00	7.8	$	854
Vested or expected to vest after September 30, 2022	4,373,568	$	7.15	7.7	$	765
Exercisable at September 30, 2022	1,856,159	$	10.57	5.7	$	19

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

Activity related to the Company’s restricted stock units (RSUs), including performance-based restricted stock units (PSUs) for the nine months ended September 30, 2022 was as follows:

	Quantity of Restricted Stock Units	Weighted-average Grant-date Fair Value		Weighted-average Remaining Contractual Life, in Years
Outstanding - December 31, 2021	13,731,320	$	9.99	2.8
Awarded	7,580,711	$	3.36
Released	(3,071,868)	$	6.78
Forfeited	(1,091,648)	$	6.09
Outstanding - September 30, 2022	17,148,515	$	7.88	2.3
Vested or expected to vest after September 30, 2022	14,956,339	$	7.73	2.2

Share-based Payment Arrangement, Expensed and Capitalized, Amount

Stock-based compensation expense during the three and nine months ended September 30, 2022 and 2021 is reflected in the condensed consolidated statements of operations as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2022		2021		2022		2021
Cost of products sold	$	79	$	79	$	238	$	216
Research and development	1,606		1,565		5,007		3,945
Sales, general and administrative	10,624		7,261		31,299		17,772
Total stock-based compensation expense	$	12,309	$	8,905	$	36,544	$	21,933

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Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Oct. 31, 2022	Oct. 11, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cash and cash equivalents	$ 483,462,000			$ 18,489,000			$ 114,887,000
Stockholders equity	245,688,000			(440,686,000)	$ (279,592,000)	$ (162,314,000)	(86,845,000)	$ (116,032,000)	$ (315,141,000)	$ (172,045,000)
The DSM Loan Agreement | Secured Debt | Subsequent Event
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt instrument, face amount		$ 75,000,000	$ 75,000,000
Additional Paid-in Capital
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders equity	2,656,838,000			2,384,348,000	2,357,311,000	2,337,634,000	2,358,441,000	2,285,100,000	2,106,214,000	1,957,224,000
Accumulated Deficit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders equity	(2,357,661,000)			$ (2,730,381,000)	$ (2,568,986,000)	$ (2,458,973,000)	$ (2,395,506,000)	$ (2,362,562,000)	$ (2,377,943,000)	$ (2,086,692,000)
Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders equity	(361,981,000)
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders equity	(367,974,000)
Debt increase (decrease)	368,000,000
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders equity	$ 5,993,000

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Balance Sheet Details - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance at Beginning of Period	$ 945	$ 137
Provisions	807	806
Write-offs, Net	0	(4)
Balance at End of Period	$ 1,752	$ 939

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Balance Sheet Details - Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 48,268	$ 25,733
Work-in-process	12,473	6,941
Finished goods	68,591	42,396
Inventories	$ 129,332	$ 75,070

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Balance Sheet Details - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	1 Months Ended
	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepayments, advances and deposits		$ 25,356	$ 25,140
Note receivable		10,000	0
Non-inventory production supplies		4,116	3,956
Recoverable taxes from Brazilian government entities		4,981	1,188
Other		3,545	3,229
Total prepaid expenses and other current assets		47,998	33,513
Debt Conversion [Line Items]
Note receivable		$ 10,000	$ 0
Convertible notes | 2025 Promissory Note
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Note receivable	$ 10,000
Debt Conversion [Line Items]
Note receivable	$ 10,000
Debt instrument, interest rate, stated percentage	10.00%
Contingent redemption threshold	$ 65,000

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Balance Sheet Details - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 268,452	$ 158,529
Less: accumulated depreciation and amortization	(98,625)	(85,694)
Property, plant and equipment, net	169,827	72,835
Manufacturing facilities and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	86,799	51,855
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	49,951	45,780
Computers and software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	11,092	9,174
Furniture and office equipment, vehicles and land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,907	3,688
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 116,703	$ 48,032

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Balance Sheet Details - Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation and amortization expense	$ 3,192	$ 2,226	$ 8,178	$ 4,300

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Balance Sheet Details - Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Goodwill [Roll Forward]
Balance at beginning of period	$ 131,259
Additions	13,741
Effect of currency translation adjustment	(18,340)
Ending balance	$ 126,660

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Balance Sheet Details - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Acquisition of intangible assets in connection with business combinations		$ 22,900
Gross	$ 58,694	58,694		$ 40,243
Accumulated Amortization	(4,032)	(4,032)		(978)
Net	54,662	54,662		39,265
Amortization of intangible assets	1,200	3,260	$ 480
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2022 (remainder)	1,137	1,137
2023	6,030	6,030
2024	7,029	7,029
2025	7,142	7,142
2026	6,894	6,894
Thereafter	26,430	26,430
Net	54,662	$ 54,662		39,265
Trademarks and trade names, and branded products
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in Years)		10 years
Gross	29,531	$ 29,531		11,484
Accumulated Amortization	(2,189)	(2,189)		(496)
Net	27,342	27,342		10,988
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net	27,342	27,342		10,988
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross	8,513	8,513		8,197
Accumulated Amortization	(847)	(847)		(267)
Net	7,666	7,666		7,930
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net	7,666	$ 7,666		7,930
Customer relationships | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in Years)		5 years
Customer relationships | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in Years)		16 years
Developed technology and software applications
Finite-Lived Intangible Assets [Line Items]
Gross	20,050	$ 20,050		19,962
Accumulated Amortization	(955)	(955)		(200)
Net	19,095	19,095		19,762
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net	19,095	$ 19,095		19,762
Developed technology and software applications | Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in Years)		5 years
Developed technology and software applications | Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in Years)		12 years
Patents
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (in Years)		17 years
Gross	600	$ 600		600
Accumulated Amortization	(41)	(41)		(15)
Net	559	559		585
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net	$ 559	$ 559		$ 585

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Balance Sheet Details - Leases (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($) option	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) option	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Property, Plant and Equipment [Line Items]
Right-of-use assets under operating leases, net	$ 88,459		$ 88,459		$ 32,428
Operating lease liability	77,487		77,487		27,500
Operating lease expense	6,100	$ 2,300	13,900	$ 5,800
Lease, cost	500	$ 300	1,100	$ 700
Finance lease, right-of-use asset amortization	$ 1,400		$ 1,400		$ 6,800
Minimum
Property, Plant and Equipment [Line Items]
Operating lease remaining lease term (years)	1 year		1 year
Operating lease, option to renew | option	1		1
Operating lease renewal term (years)	1 year		1 year
Maximum
Property, Plant and Equipment [Line Items]
Operating lease remaining lease term (years)	18 years		18 years
Operating lease renewal term (years)	5 years		5 years

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Balance Sheet Details - Right-of-use Assets and Related Lease Liabilities (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash paid for operating lease liabilities, in thousands	$ 10,094	$ 5,659
Right-of-use assets obtained in exchange for new operating lease obligations, in thousands	$ 51,789	$ 3,397
Weighted-average remaining lease term (in years)	11 years 4 months 24 days	3 years 6 months
Weighted-average discount rate	19.50%	17.60%

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Balance Sheet Details - Maturities of Financing and Operating Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Financing Leases
2022 (Remaining Three Months)	$ 5
2023	21
2024	21
2025	21
2026	16
Thereafter	0
Total lease payments	84
Less: amount representing interest	(21)
Total lease liability	63
Current lease liability	12	$ 140
Noncurrent lease liability	51	61
Total lease liability	63
Operating Leases
2022 (Remaining Three Months)	3,624
2023	12,866
2024	21,942
2025	22,247
2026	22,682
Thereafter	228,662
Total lease payments	312,023
Less: amount representing interest	(234,536)
Total lease liability	77,487	27,500
Current lease liability	1,589	7,689
Noncurrent lease liability	75,898	19,829
Total lease liability	77,487	$ 27,500
2022 (Remaining Three Months)	3,629
2023	12,887
2024	21,963
2025	22,268
2026	22,698
Thereafter	228,662
Total lease payments	312,107
Less: amount representing interest	(234,557)
Total lease liability	77,550
Current lease liability	1,601
Noncurrent lease liability	75,949
Total lease liability	$ 77,550

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Balance Sheet Details - Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Investments in equity securities	$ 5,753	$ 0
Equity-method investments in affiliates	3,934	9,443
Deposits	517	129
Other	2,998	994
Total other assets	$ 13,202	$ 10,566

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Balance Sheet Details - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Payroll and related expenses	$ 15,373	$ 9,151
Accrued interest	14,596	9,572
Asset retirement obligation	3,671	3,336
Professional services	3,147	2,447
Contract termination fees	1,357	1,345
Tax-related liabilities	649	988
License fee payable	1,050	1,050
Other	6,329	4,833
Total accrued and other current liabilities	84,541	71,457
Total Acquisitions
Business Acquisition [Line Items]
Business acquisition, contingent consideration	27,144	30,000
Equity Method Investment Acquisitions
Business Acquisition [Line Items]
Business acquisition, contingent consideration	$ 11,225	$ 8,735

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Fair Value Measurement - Fair Value, Assets, and Liabilities Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Freestanding derivative instruments issued in connection with debt and equity instruments	$ 3,303	$ 7,062
Acquisition-related contingent consideration	40,275	64,762
Total liabilities measured and recorded at fair value	107,784	179,251
Foris Convertible Note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foris Convertible Note	64,206	107,427
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Freestanding derivative instruments issued in connection with debt and equity instruments	0	0
Acquisition-related contingent consideration	0	0
Total liabilities measured and recorded at fair value	0	0
Level 1 | Foris Convertible Note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foris Convertible Note	0	0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Freestanding derivative instruments issued in connection with debt and equity instruments	0	0
Acquisition-related contingent consideration	0	0
Total liabilities measured and recorded at fair value	0	0
Level 2 | Foris Convertible Note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foris Convertible Note	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Freestanding derivative instruments issued in connection with debt and equity instruments	3,303	7,062
Acquisition-related contingent consideration	40,275	64,762
Total liabilities measured and recorded at fair value	107,784	179,251
Level 3 | Foris Convertible Note
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Foris Convertible Note	$ 64,206	$ 107,427

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Fair Value Measurement - Freestanding Derivative Instruments (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
(Loss) gain from change in fair value of derivative instruments	$ (1,654)	$ 4,778	$ 3,759	$ (12,826)
Warrants Issued In Connection with September 2019 and November 2019 Shottenfeld Notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)	1.9		1.9
Exercise price per share (in dollars per share)	$ 2.87		$ 2.87
Class of warrant or right, term			2 years
Warrants and rights outstanding, derivative liability	$ 3,300		$ 3,300
(Loss) gain from change in fair value of derivative instruments	$ (1,700)		$ 3,800

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Fair Value Measurement - Fair Value of Debt — Foris Convertible Note (Details) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Principal	$ 821,761		$ 821,761		$ 740,937
Long term debt, fair value	813,845		813,845		417,384
(Loss) gain from change in fair value of debt	(12,689)	$ 52,294	43,221	$ (204,359)
Foris Convertible Note | Related party convertible notes
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Principal	50,041		50,041		50,041
Long term debt, fair value	$ 64,206		$ 64,206		$ 107,427
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares	$ 3.00		$ 3.00
(Loss) gain from change in fair value of debt	$ (12,800)		$ 43,200
Foris Convertible Note | Related party convertible notes | Stock Price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input | $ / shares	2.92		2.92
Foris Convertible Note | Related party convertible notes | Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.31		0.31
Foris Convertible Note | Related party convertible notes | Risk-free Interest Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.040		0.040
Foris Convertible Note | Related party convertible notes | Stock Price Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.45		0.45
Foris Convertible Note | Related party convertible notes | Probability of Change in Control
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0		0

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Fair Value Measurement - Derivative Liabilities Recognized in Connection with the Issuance of Debt Instruments (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 64,762
Fair value, ending balance	40,275
Debt-related Derivative Liability | Level 3
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	7,062
Change in fair value of derivative instruments	(3,759)
Fair value, ending balance	$ 3,303

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Fair Value Measurement - Market-based Assumption and Estimates for Compound Embedded Derivative Liabilities Valuation (Details)	Sep. 30, 2022 $ / shares year	Dec. 31, 2021 $ / shares year
Exercise price of warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	2.87	2.87
Expected term in years
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input | year	2	2
Dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	0.000	0.000
Minimum | Fair value of common stock on valuation date
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	1.85	5.41
Minimum | Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	1.06	1.07
Minimum | Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	0.0228	0.0016
Maximum | Fair value of common stock on valuation date
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	4.36	19.10
Maximum | Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	1.17	1.14
Maximum | Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	0.0422	0.0073

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Fair Value Measurement - Acquisition Related Contingent Consideration Narrative (Details) - MenoLabs LLC	Sep. 30, 2022 $ / shares
Revenue Risk Adjustment
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent liability, measurement input	0.062
Annual Revenue Volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent liability, measurement input	0.35

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Fair Value Measurement - Acquisition Related Contingent Consideration Roll forward (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, beginning balance	$ 64,762
Issuance of contingent consideration in connection with acquisitions	440
Measurement period adjustment	(55)
Reclassification to short-term contingent liabilities	(24,872)
Fair value, ending balance	$ 40,275

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Fair Value Measurement - Financial Assets and Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Combined debt amount	$ 749.6	$ 310.0
Debt instrument fair value disclosure	$ 248.7	$ 328.0

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Debt - Debt Components (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Principal	$ 821,761	$ 740,937
Unaccreted Debt Discount	(22,081)	(380,939)
Change in Fair Value	14,165	57,386
Net	813,845	417,384
Less: current portion	(88,348)	(108,323)
Long-term debt, net of current portion	725,497	309,061
Convertible notes | 2026 convertible senior notes
Debt Instrument [Line Items]
Principal	690,000	690,000
Unaccreted Debt Discount	(16,073)	(380,939)
Change in Fair Value	0	0
Net	673,927	309,061
Related party convertible notes | Foris convertible note
Debt Instrument [Line Items]
Principal	50,041	50,041
Unaccreted Debt Discount	0	0
Change in Fair Value	14,165	57,386
Net	64,206	107,427
Related party loans payable | Foris senior note
Debt Instrument [Line Items]
Principal	80,000	0
Unaccreted Debt Discount	(6,008)	0
Change in Fair Value	0	0
Net	73,992	0
Loans payable and credit facilities | Other loans payable (revolving)
Debt Instrument [Line Items]
Principal	1,720	896
Unaccreted Debt Discount	0	0
Change in Fair Value	0	0
Net	$ 1,720	$ 896

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Debt - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Disclosure [Abstract]
Contractual interest expense in connection with debt	$ 3,554	$ 2,173	$ 10,385	$ 8,023
Debt discount accretion	1,081	1,026	3,004	2,672
Interest expense in connection with debt	4,635	3,199	13,389	10,695
Discount accretion on liability in connection with acquisition of equity-method investment and with partnership liability, and other	1,654	1,122	3,467	4,162
Total interest expense	$ 6,289	$ 4,321	$ 16,856	$ 14,857

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Debt - Adoption of ASU (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders equity	$ 245,688	$ (440,686)	$ (279,592)	$ (162,314)	$ (86,845)	$ (116,032)	$ (315,141)	$ (172,045)
Additional Paid-in Capital
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders equity	2,656,838	2,384,348	2,357,311	2,337,634	2,358,441	2,285,100	2,106,214	1,957,224
Accumulated Deficit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders equity	(2,357,661)	$ (2,730,381)	$ (2,568,986)	$ (2,458,973)	$ (2,395,506)	$ (2,362,562)	$ (2,377,943)	$ (2,086,692)
Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders equity	(361,981)
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders equity	(367,974)
Debt increase (decrease)	368,000
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders equity	$ 5,993

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Debt - Issuance of Foris Senior Note (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Class of warrant or right, outstanding (in shares)	3,692,646	3,999,855
Foris senior note warrants
Debt Instrument [Line Items]
Class of warrant or right, outstanding (in shares)	2,046,036	0
Exercise price per share (in dollars per share)	$ 3.91
Foris senior note | Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount	$ 80,000,000
Debt instrument, interest rate, stated percentage	7.00%
Foris senior note | Secured Debt | Foris senior note warrants
Debt Instrument [Line Items]
Class of warrant or right, outstanding (in shares)	2,046,036
Exercise price per share (in dollars per share)	$ 3.91
Warrants expiration period	3 years
Warrants and rights outstanding	$ 5,800,000

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Debt - Future Minimum Payments (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Debt Instrument [Line Items]
2022 (Remaining Three Months)	$ 5,227
2023	106,026
2024	66,161
2025	10,350
2026	700,379
Thereafter	0
Total future minimum payments	888,143
Less: amount representing interest	(59,294)
Less: future conversion of accrued interest to principal	(7,088)
Present value of minimum debt payments	821,761
Less: current portion of debt principal	(78,372)
Noncurrent portion of debt principal	743,389
Convertible Notes
Debt Instrument [Line Items]
2022 (Remaining Three Months)	5,175
2023	10,350
2024	10,350
2025	10,350
2026	700,379
Thereafter	0
Total future minimum payments	736,604
Less: amount representing interest	(46,604)
Less: future conversion of accrued interest to principal	0
Present value of minimum debt payments	690,000
Less: current portion of debt principal	0
Noncurrent portion of debt principal	690,000
Related Party Convertible Notes
Debt Instrument [Line Items]
2022 (Remaining Three Months)	0
2023	62,623
2024	0
2025	0
2026	0
Thereafter	0
Total future minimum payments	62,623
Less: amount representing interest	(12,582)
Less: future conversion of accrued interest to principal	0
Present value of minimum debt payments	50,041
Less: current portion of debt principal	(50,041)
Noncurrent portion of debt principal	0
Loans payable and credit facilities
Debt Instrument [Line Items]
2022 (Remaining Three Months)	52
2023	1,776
2024	0
2025	0
2026	0
Thereafter	0
Total future minimum payments	1,828
Less: amount representing interest	(108)
Less: future conversion of accrued interest to principal	0
Present value of minimum debt payments	1,720
Less: current portion of debt principal	(1,720)
Noncurrent portion of debt principal	0
Related Party Loans Payable
Debt Instrument [Line Items]
2022 (Remaining Three Months)	0
2023	31,277
2024	55,811
2025	0
2026	0
Thereafter	0
Total future minimum payments	87,088
Less: amount representing interest	0
Less: future conversion of accrued interest to principal	(7,088)
Present value of minimum debt payments	80,000
Less: current portion of debt principal	(26,611)
Noncurrent portion of debt principal	$ 53,389

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Mezzanine Equity - Gates Foundation (Details) - Gates Foundation Purchase Agreement $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares
Subsidiary, Sale of Stock [Line Items]
Stock price (in dollars per share) | $ / shares	$ 17.10
Compound annual return (percentage)	10.00%
Research and development obligation, remaining amount | $	$ 0.1

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Mezzanine Equity - Ingredion Contingently Redeemable Noncontrolling Interest In Subsidiary (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Jun. 01, 2021	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of contingently redeemable noncontrolling interest in subsidiary			$ 0	$ 10,000
Payments to noncontrolling interests			0	$ 2,700
Issuance of contingently redeemable noncontrolling interest		$ 28,520
RealSweet LLC
Subsidiary, Sale of Stock [Line Items]
Ownership percentage by noncontrolling owners	31.00%
Ownership percentage	100.00%
Increase from sale of parent equity interest	$ 28,500
Proceeds from issuance of contingently redeemable noncontrolling interest in subsidiary	$ 10,000
Noncontrolling interest, ownership percentage threshold	8.40%
Issuance of contingently redeemable noncontrolling interest	$ 28,500
Purchase commitment			14,000
Amount funded			$ 120,000
RealSweet LLC | Forecast
Subsidiary, Sale of Stock [Line Items]
Purchase commitment					$ 150,000
RealSweet LLC | Amyris, Inc.
Subsidiary, Sale of Stock [Line Items]
Payments to noncontrolling interests	4,000
Intangible assets transferred	$ 14,500
Percentage change of ownership of voting shares	50.00%

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Mezzanine Equity - EcoFabulous Contingently Redeemable Noncontrolling Interest in Subsidiary (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jan. 26, 2022
Subsidiary, Sale of Stock [Line Items]
Issuance of contingently redeemable noncontrolling interest			$ 28,520,000
Loss (income) attributable to noncontrolling interest	$ (6,627,000)	$ (1,017,000)		$ (13,062,000)	$ 249,000
EcoFab LLC
Subsidiary, Sale of Stock [Line Items]
Percentage of voting interests acquired						70.00%
Business acquisition, contingent revenue threshold						$ 100,000,000
Issuance of contingently redeemable noncontrolling interest				2,400,000
Noncontrolling interest recorded in connection with business combinations	$ 3,100,000			$ 3,100,000		$ 3,072,000
EcoFab LLC | No Planet B Investments, LLC
Subsidiary, Sale of Stock [Line Items]
Percentage of voting interests acquired	30.00%			30.00%		30.00%
Business acquisition, contingent percentage of voting interests to be acquired						30.00%
Loss (income) attributable to noncontrolling interest				$ 700,000

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Stockholders' (Deficit) Equity - Warrants and Rights Activity Summary (Details)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Class of Warrant or Right [Roll Forward]
Number outstanding, beginning balance (in shares)	3,999,855
Additional warrants issued (in shares)	2,046,036
Exercises (in shares)	(2,296,335)
Expired (in shares)	(56,910)
Exercise price per share of warrants exercised (in dollars per share) | $ / shares	$ 2.87
Number outstanding, ending balance (in shares)	3,692,646
Foris senior note warrants
Class of Warrant or Right [Roll Forward]
Number outstanding, beginning balance (in shares)	0
Additional warrants issued (in shares)	2,046,036
Exercises (in shares)	0
Expired (in shares)	0
Exercise price per share of warrants exercised (in dollars per share) | $ / shares	$ 0
Number outstanding, ending balance (in shares)	2,046,036
Exercise price per share (in dollars per share) | $ / shares	$ 3.91
Blackwell / Silverback warrants
Class of Warrant or Right [Roll Forward]
Number outstanding, beginning balance (in shares)	1,000,000
Additional warrants issued (in shares)
Exercises (in shares)	0
Expired (in shares)	0
Exercise price per share of warrants exercised (in dollars per share) | $ / shares	$ 0
Number outstanding, ending balance (in shares)	1,000,000
Exercise price per share (in dollars per share) | $ / shares	$ 3.25
January 2020 warrant exercise right shares
Class of Warrant or Right [Roll Forward]
Number outstanding, beginning balance (in shares)	431,378
Additional warrants issued (in shares)
Exercises (in shares)	(431,378)
Expired (in shares)	0
Exercise price per share of warrants exercised (in dollars per share) | $ / shares	$ 2.87
Number outstanding, ending balance (in shares)	0
Exercise price per share (in dollars per share) | $ / shares	$ 0
May 2019 6.50% Note Exchange warrants
Class of Warrant or Right [Roll Forward]
Number outstanding, beginning balance (in shares)	960,225
Additional warrants issued (in shares)
Exercises (in shares)	(960,225)
Expired (in shares)	0
Exercise price per share of warrants exercised (in dollars per share) | $ / shares	$ 2.87
Number outstanding, ending balance (in shares)	0
Exercise price per share (in dollars per share) | $ / shares	$ 0
Interest rate	6.50%
May 2017 cash warrants
Class of Warrant or Right [Roll Forward]
Number outstanding, beginning balance (in shares)	1,492,652
Additional warrants issued (in shares)	0
Exercises (in shares)	(904,732)
Expired (in shares)	0
Exercise price per share of warrants exercised (in dollars per share) | $ / shares	$ 2.87
Number outstanding, ending balance (in shares)	587,920
Exercise price per share (in dollars per share) | $ / shares	$ 2.87
May 2017 dilution warrants
Class of Warrant or Right [Roll Forward]
Number outstanding, beginning balance (in shares)	56,910
Additional warrants issued (in shares)	0
Exercises (in shares)	0
Expired (in shares)	(56,910)
Exercise price per share of warrants exercised (in dollars per share) | $ / shares	$ 0
Number outstanding, ending balance (in shares)	0
Exercise price per share (in dollars per share) | $ / shares	$ 0
July 2015 related party debt exchange
Class of Warrant or Right [Roll Forward]
Number outstanding, beginning balance (in shares)	58,690
Additional warrants issued (in shares)	0
Exercises (in shares)	0
Expired (in shares)	0
Exercise price per share of warrants exercised (in dollars per share) | $ / shares	$ 0
Number outstanding, ending balance (in shares)	58,690
Exercise price per share (in dollars per share) | $ / shares	$ 0.15

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Stockholders' (Deficit) Equity - Warrant Activity (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended
	Sep. 30, 2022	Jul. 31, 2022	Dec. 31, 2021
Class of Warrant or Right [Line Items]
Class of warrant or right, outstanding (in shares)	3,692,646		3,999,855
Silverback Opportunistic Credit Master Fund Limited, Exercise Price $2.87
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)		80,000
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 2.87
Silverback Opportunistic Credit Master Fund Limited, Exercise Price $3.25
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)		400,000
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 3.25
Blackwell Partners, Exercise Price $2.87
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)		507,920
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 2.87
Blackwell Partners, Exercise Price $3.25
Class of Warrant or Right [Line Items]
Class of warrant or right, number of securities called by warrants or rights (in shares)		600,000
Class of warrant or right, exercise price of warrants or rights (in dollars per share)		$ 3.25
Foris senior note warrants
Class of Warrant or Right [Line Items]
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 3.91
Class of warrant or right, outstanding (in shares)	2,046,036		0
Foris senior note warrants | Foris senior note | Secured debt
Class of Warrant or Right [Line Items]
Class of warrant or right, exercise price of warrants or rights (in dollars per share)	$ 3.91
Class of warrant or right, outstanding (in shares)	2,046,036
Warrants and rights outstanding	$ 5.8
Warrants issuance-date common stock price (in dollars per share)	$ 4.05
Expected volatility	115.00%
Risk-free interest rate	3.75%
Expected term (in years)	3 years
Dividend yield	0.00%

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Acquisitions - EcoFab LLC, Narrative (Details) - EcoFab LLC - USD ($) $ in Thousands	Jan. 26, 2022	Sep. 30, 2022
Business Acquisition, Contingent Consideration [Line Items]
Percentage of voting interests acquired	70.00%
Payments to acquire business	$ 1,700
Business acquisition, equity interest issued or issuable, shares (in shares)	1,292,776
Business acquisition, equity interest issued or issuable	$ 5,500
Noncontrolling interest recorded in connection with business combinations	$ 3,072	$ 3,100
No Planet B Investments, LLC
Business Acquisition, Contingent Consideration [Line Items]
Percentage of voting interests acquired	30.00%	30.00%

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Acquisitions - EcoLab LLC, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Jan. 26, 2022	Dec. 31, 2021
Business Acquisition, Contingent Consideration [Line Items]
Goodwill	$ 126,660		$ 131,259
EcoFab LLC
Business Acquisition, Contingent Consideration [Line Items]
Goodwill		$ 1,023
Less: noncontrolling interest	$ (3,100)	(3,072)
Total consideration		7,168
EcoFab LLC | Trademarks, trade names and other intellectual property
Business Acquisition, Contingent Consideration [Line Items]
Intangible assets, other than goodwill		8,705
EcoFab LLC | Customer relationships
Business Acquisition, Contingent Consideration [Line Items]
Intangible assets, other than goodwill		$ 512

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Acquisitions - MenoLabs LLC, Narrative (Details) - MenoLabs LLC $ in Millions	Mar. 10, 2022 USD ($) shares
Business Acquisition, Contingent Consideration [Line Items]
Consideration transferred	$ 16.2
Payments to acquire business	11.3
Business combination, debt incurred	$ 0.5
Business acquisition, equity interest issued or issuable, shares (in shares) | shares	852,234
Business acquisition, equity interest issued or issuable	$ 3.9
Business combination, consideration transferred, other	$ 0.4
Contingent consideration, earnout payment term	12 months
Acquisition-related contingent consideration	$ 0.4
Earnout Payment One
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration, earnout payments	10.0
Earnout Payment Two
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration, earnout payments	$ 10.0

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Acquisitions - MenoLabs LLC, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Mar. 10, 2022	Dec. 31, 2021
Business Acquisition, Contingent Consideration [Line Items]
Goodwill	$ 126,660		$ 131,259
MenoLabs LLC
Business Acquisition, Contingent Consideration [Line Items]
Net tangible assets		$ 311
Goodwill		6,642
Total consideration		16,153
MenoLabs LLC | Branded products
Business Acquisition, Contingent Consideration [Line Items]
Intangible assets, other than goodwill		5,600
MenoLabs LLC | Application (App)
Business Acquisition, Contingent Consideration [Line Items]
Intangible assets, other than goodwill		$ 3,600

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Acquisitions - Onda Beauty, Narrative (Details) - Onda Beauty Inc $ in Millions	Apr. 11, 2022 USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Consideration transferred	$ 4.9
Payments to acquire business	1.0
Business acquisition, equity interest issued or issuable	3.5
Estimated net working capital adjustments	(0.1)
Contingent consideration, earnout payments	$ 0.5
Contingent consideration, earnout payment term	12 months

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Acquisitions - Onda Beauty, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Apr. 11, 2022	Dec. 31, 2021
Business Acquisition, Contingent Consideration [Line Items]
Goodwill	$ 126,660		$ 131,259
Onda Beauty Inc
Business Acquisition, Contingent Consideration [Line Items]
Net tangible liabilities		$ (630)
Goodwill		1,019
Total consideration		4,915
Onda Beauty Inc | Trademarks, trade names and other intellectual property
Business Acquisition, Contingent Consideration [Line Items]
Intangible assets, other than goodwill		4,275
Onda Beauty Inc | Customer relationships
Business Acquisition, Contingent Consideration [Line Items]
Intangible assets, other than goodwill		$ 251

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Acquisitions - Interfaces, Narrative (Details) - Interfaces $ in Millions	May 16, 2022 USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Consideration transferred	$ 6.7
Payments to acquire business	3.4
Business combination, debt incurred	$ 3.3
Business combination, debt incurred payment period	2 years

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Acquisitions - Interfaces, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2022	May 16, 2022	Dec. 31, 2021
Business Acquisition, Contingent Consideration [Line Items]
Goodwill	$ 126,660		$ 131,259
Interfaces
Business Acquisition, Contingent Consideration [Line Items]
Net tangible assets		$ 1,474
Goodwill		5,219
Total consideration		$ 6,693

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Net Loss per Share Attributable to Common Stockholders - Calculation of Basic and Diluted Net Loss Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Numerator:
Net loss attributable to Amyris, Inc.	$ (161,395)	$ (32,944)	$ (378,713)	$ (308,814)
Less: loss allocated to participating securities	0	0	0	787
Net loss attributable to Amyris, Inc. common stockholders	(161,395)	(32,944)	(378,713)	(308,027)
Interest on convertible debt	0	767	1,983	0
Gain from change in fair value of debt	0	(52,294)	(35,074)	0
Gain from change in fair value of derivative instruments	0	0	(3,738)	0
Net loss attributable to Amyris, Inc. common stockholders, diluted	$ (161,395)	$ (84,471)	$ (415,542)	$ (308,027)
Denominator:
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic (in shares)	322,286,529	300,888,579	318,400,804	286,919,463
Net loss per share, basic (in dollars per share)	$ (0.50)	$ (0.11)	$ (1.19)	$ (1.07)
Effect of dilutive convertible debt (in shares)	0	16,680,334	16,487,613	0
Effect of dilutive common stock warrants (in shares)	0	0	238,505	0
Weighted-average shares of common stock equivalents used in computing net loss per share of common stock, diluted (in shares)	322,286,529	317,568,913	335,126,922	286,919,463
Net loss per share, diluted (in dollars per share)	$ (0.50)	$ (0.27)	$ (1.24)	$ (1.07)

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Net Loss per Share Attributable to Common Stockholders - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares)	134,627,861	21,540,453	112,911,403	38,220,787
Period-end common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares)	3,633,956	4,256,065	3,633,956	4,256,065
Convertible promissory notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares)	106,542,805	0	86,683,389	16,680,334
Period-end stock options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares)	4,621,782	3,157,279	4,621,782	3,157,279
Period-end restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares)	17,148,515	14,127,109	17,148,515	14,127,109
Contingently issuable common shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares)	823,761	0	823,761	0
Contingently issuable warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities excluded from computation of diluted loss per share (in shares)	1,857,042	0	0	0

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Commitments and Contingencies (Details)		1 Months Ended	3 Months Ended
	Nov. 08, 2022 USD ($)	Oct. 31, 2021 USD ($)	Oct. 01, 2019 complaint	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Product Liability Contingency [Line Items]
Liabilities recorded for agreements				$ 0	$ 0
Loss contingency, new claims filed, number | complaint			2
Pending Litigation | Subsequent Event
Product Liability Contingency [Line Items]
Litigation settlement, amount awarded in costs from other party	$ 13,500,000
Renfield Manufacturing, LLC
Product Liability Contingency [Line Items]
Liabilities recorded for agreements				$ 0	$ 0
Guarantor arrangements, agreement term		10 years
Letter of Credit
Product Liability Contingency [Line Items]
Long-term, line of credit		$ 500,000

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Revenue Recognition and Contract Assets and Liabilities - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 71,129	$ 47,866	$ 194,045	$ 277,041
Consumer
Disaggregation of Revenue [Line Items]
Revenue	46,555	22,990	124,079	59,589
Technology access
Disaggregation of Revenue [Line Items]
Revenue	24,574	24,876	69,966	217,452
North America
Disaggregation of Revenue [Line Items]
Revenue	61,289	29,756	137,361	91,325
Europe
Disaggregation of Revenue [Line Items]
Revenue	3,988	12,852	39,139	167,374
Asia
Disaggregation of Revenue [Line Items]
Revenue	3,979	4,396	11,022	16,254
South America
Disaggregation of Revenue [Line Items]
Revenue	763	457	3,876	1,102
Other
Disaggregation of Revenue [Line Items]
Revenue	1,110	405	2,647	986
Renewable Products
Disaggregation of Revenue [Line Items]
Revenue	58,563	36,508	156,418	101,859
Renewable Products | Consumer
Disaggregation of Revenue [Line Items]
Revenue	45,067	22,984	119,928	59,583
Renewable Products | Technology access
Disaggregation of Revenue [Line Items]
Revenue	13,496	13,524	36,490	42,276
Renewable Products | North America
Disaggregation of Revenue [Line Items]
Revenue	49,611	29,255	122,530	79,574
Renewable Products | Europe
Disaggregation of Revenue [Line Items]
Revenue	3,292	3,793	16,919	9,265
Renewable Products | Asia
Disaggregation of Revenue [Line Items]
Revenue	3,787	2,598	10,446	10,932
Renewable Products | South America
Disaggregation of Revenue [Line Items]
Revenue	763	457	3,876	1,102
Renewable Products | Other
Disaggregation of Revenue [Line Items]
Revenue	1,110	405	2,647	986
Licenses and Royalties
Disaggregation of Revenue [Line Items]
Revenue	10,113	6,006	25,880	160,806
Licenses and Royalties | Consumer
Disaggregation of Revenue [Line Items]
Revenue	7	6	445	6
Licenses and Royalties | Technology access
Disaggregation of Revenue [Line Items]
Revenue	10,106	6,000	25,435	160,800
Licenses and Royalties | North America
Disaggregation of Revenue [Line Items]
Revenue	10,113	6	10,546	11,006
Licenses and Royalties | Europe
Disaggregation of Revenue [Line Items]
Revenue	0	6,000	15,334	149,800
Licenses and Royalties | Asia
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Licenses and Royalties | South America
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Licenses and Royalties | Other
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Collaborations, Grants and Other
Disaggregation of Revenue [Line Items]
Revenue	2,453	5,352	11,747	14,376
Collaborations, Grants and Other | Consumer
Disaggregation of Revenue [Line Items]
Revenue	1,481	0	3,706	0
Collaborations, Grants and Other | Technology access
Disaggregation of Revenue [Line Items]
Revenue	972	5,352	8,041	14,376
Collaborations, Grants and Other | North America
Disaggregation of Revenue [Line Items]
Revenue	1,565	495	4,285	745
Collaborations, Grants and Other | Europe
Disaggregation of Revenue [Line Items]
Revenue	696	3,059	6,886	8,309
Collaborations, Grants and Other | Asia
Disaggregation of Revenue [Line Items]
Revenue	192	1,798	576	5,322
Collaborations, Grants and Other | South America
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Collaborations, Grants and Other | Other
Disaggregation of Revenue [Line Items]
Revenue	$ 0	$ 0	$ 0	$ 0

XML

Revenue Recognition and Contract Assets and Liabilities - Revenue in Connection With Significant Revenue Agreement (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 71,129,000	$ 47,866,000	$ 194,045,000	$ 277,041,000
Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	24,387,000	23,338,000	71,007,000	202,003,000
Renewable Products
Disaggregation of Revenue [Line Items]
Revenue	58,563,000	36,508,000	156,418,000	101,859,000
Renewable Products | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	14,281,000	15,338,000	41,631,000	36,391,000
Licenses and Royalties
Disaggregation of Revenue [Line Items]
Revenue	10,113,000	6,006,000	25,880,000	160,806,000
Licenses and Royalties | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	10,106,000	6,000,000	25,376,000	159,612,000
Collaborations, Grants and Other
Disaggregation of Revenue [Line Items]
Revenue	2,453,000	5,352,000	11,747,000	14,376,000
Collaborations, Grants and Other | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	0	2,000,000	4,000,000	6,000,000
Sephora | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	10,790,000	9,080,000	28,015,000	21,599,000
Sephora | Renewable Products | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	10,790,000	9,080,000	28,015,000	21,599,000
Sephora | Licenses and Royalties | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Sephora | Collaborations, Grants and Other | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
DSM - related party | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	13,893,000	14,214,000	40,540,000	168,107,000
DSM - related party | Renewable Products | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	3,787,000	6,214,000	11,164,000	12,495,000
DSM - related party | Licenses and Royalties | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	10,106,000	6,000,000	25,376,000	149,612,000
DSM - related party | Collaborations, Grants and Other | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	0	2,000,000	4,000,000	6,000,000
Ingredion / PureCircle | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	(296,000)	44,000	2,452,000	12,297,000
Ingredion / PureCircle | Renewable Products | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	(296,000)	44,000	2,452,000	2,297,000
Ingredion / PureCircle | Licenses and Royalties | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	10,000,000
Ingredion / PureCircle | Collaborations, Grants and Other | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	0	0	0	0
Revenue from all other customers | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	46,742,000	24,528,000	123,038,000	75,038,000
Revenue from all other customers | Renewable Products | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	44,282,000	21,170,000	114,787,000	65,468,000
Revenue from all other customers | Licenses and Royalties | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	7,000	6,000	504,000	1,194,000
Revenue from all other customers | Collaborations, Grants and Other | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	$ 2,453,000	$ 3,352,000	$ 7,747,000	$ 8,376,000

XML

Revenue Recognition and Contract Assets and Liabilities - DSM Ingredients Collaboration (Details) - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 71,129,000	$ 47,866,000		$ 194,045,000	$ 277,041,000
Collaborations, Grants and Other
Disaggregation of Revenue [Line Items]
Revenue	2,453,000	5,352,000		11,747,000	14,376,000
Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	24,387,000	23,338,000		71,007,000	202,003,000
Significant Revenue Agreement | Collaborations, Grants and Other
Disaggregation of Revenue [Line Items]
Revenue	0	2,000,000		4,000,000	6,000,000
DSM - related party | DSM Ingredients Collaboration | Research and Development
Disaggregation of Revenue [Line Items]
Quarterly payments			$ 2,000,000
DSM - related party | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue	13,893,000	14,214,000		40,540,000	168,107,000
DSM - related party | Significant Revenue Agreement | Collaborations, Grants and Other
Disaggregation of Revenue [Line Items]
Revenue	$ 0	$ 2,000,000		$ 4,000,000	$ 6,000,000

XML

Revenue Recognition and Contract Assets and Liabilities - DSM License Agreement and Contract Assignment (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended			9 Months Ended
	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, including assessed tax		$ 71,129	$ 47,866		$ 194,045	$ 277,041
Licenses and Royalties
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, including assessed tax		10,113	6,006		25,880	160,806
Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, including assessed tax		24,387	23,338		71,007	202,003
Significant Revenue Agreement | Licenses and Royalties
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, including assessed tax		10,106	6,000		25,376	159,612
DSM - related party | DSM License Agreement
Disaggregation of Revenue [Line Items]
Estimated total unconstrained transaction price	$ 150,000			$ 150,000
DSM - related party | DSM License Agreement | Maximum
Disaggregation of Revenue [Line Items]
Contingent consideration	235,000
DSM - related party | DSM License Agreement | License
Disaggregation of Revenue [Line Items]
Revenue				143,600
DSM - related party | DSM License Agreement | Intellectual Property License | License
Disaggregation of Revenue [Line Items]
Estimated total unconstrained transaction price	$ 143,600			$ 143,600
DSM - related party | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, including assessed tax		13,893	14,214		40,540	168,107
DSM - related party | Significant Revenue Agreement | Licenses and Royalties
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, including assessed tax		$ 10,106	$ 6,000		$ 25,376	$ 149,612

XML

Revenue Recognition and Contract Assets and Liabilities - Contract Balances (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 40,410		$ 40,410		$ 37,074
Accounts receivable - related party, net	7,428		7,428		5,667
Contract assets	3,361		3,361		4,227
Contract assets - related party	25,371		25,371		0
Contract liabilities	953		953		2,530
Contract liabilities, noncurrent	0		0		$ 111
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, including assessed tax	71,129	$ 47,866	194,045	$ 277,041
Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, including assessed tax	24,387	23,338	71,007	202,003
Licenses and Royalties
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, including assessed tax	10,113	6,006	25,880	160,806
Licenses and Royalties | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, including assessed tax	10,106	6,000	25,376	159,612
DSM - related party | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, including assessed tax	13,893	14,214	40,540	168,107
DSM - related party | Licenses and Royalties | Significant Revenue Agreement
Disaggregation of Revenue [Line Items]
Revenue from contract with customer, including assessed tax	$ 10,106	$ 6,000	$ 25,376	$ 149,612

XML

Revenue Recognition and Contract Assets and Liabilities - Remaining Performance Obligations (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, amount	$ 906
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	3 months
Revenue, remaining performance obligation, amount	$ 334
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, remaining performance obligation, amount	$ 143
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, remaining performance obligation, amount	$ 143
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, remaining performance obligation, amount	$ 143
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, remaining performance obligation, expected timing of satisfaction, period
Revenue, remaining performance obligation, amount	$ 143

XML

Related Party Transactions - Related Party Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Principal	$ 821,761	$ 740,937
Change in Fair Value	14,165	57,386
Net	813,845	417,384
Foris Ventures LLC | Convertible note | Foris Convertible Note
Related Party Transaction [Line Items]
Principal	50,041	50,041
Unaccreted Debt Discount	0	0
Change in Fair Value	14,165	57,386
Net	64,206	107,427
Foris Ventures LLC | Senior note | Foris senior note
Related Party Transaction [Line Items]
Principal	80,000	0
Unaccreted Debt Discount	(6,008)	0
Change in Fair Value	0	0
Net	$ 73,992	$ 0

XML

Related Party Transactions - Related Party Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Accounts receivable - related party	$ 7,428	$ 5,667
Contract assets - related party	25,371	0
Accounts payable - related party	86,628	107,427
Accounts payable - related party
Related Party Transaction [Line Items]
Accounts payable - related party	$ 13,016	$ 5,011

XML

Stock-based Compensation - Share-based Compensation, Stock Options and Stock Appreciation Rights Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Quantity of Stock Options
Outstanding, beginning balance (in shares)	3,087,225
Granted (in shares)	1,998,944
Exercised (in shares)	(36,021)
Forfeited or expired (in shares)	(428,366)
Outstanding, ending balance (in shares)	4,621,782	3,087,225
Vested or expected to vest (in shares)	4,373,568
Exercisable (in shares)	1,856,159
Weighted- average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 9.91
Granted (in dollars per share)	3.00
Exercised (in dollars per share)	2.84
Forfeited or expired (in dollars per share)	9.72
Outstanding, ending balance (in dollars per share)	7.00	$ 9.91
Vested or expected to vest (in dollars per share)	7.15
Exercisable (in dollars per share)	$ 10.57
Weighted-average Remaining Contractual Life, in Years
Outstanding (years)	7 years 9 months 18 days	7 years 1 month 6 days
Vested or expected to vest (years)	7 years 8 months 12 days
Exercisable (years)	5 years 8 months 12 days
Aggregate Intrinsic Value, in Thousands
Outstanding	$ 854	$ 2,580
Vested or expected to vest	765
Exercisable	$ 19

XML

Stock-based Compensation - Temporal Display of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Quantity of Restricted Stock Units
Outstanding , beginning balance (in shares)	13,731,320
Awarded (in shares)	7,580,711
Released (in shares)	(3,071,868)
Forfeited (in shares)	(1,091,648)
Outstanding, ending balance (in shares)	17,148,515	13,731,320
Vested or expected to vest (in shares)	14,956,339
Weighted-average Grant-date Fair Value
Outstanding, beginning balance (in dollars per share)	$ 9.99
Awarded (in dollars per share)	3.36
Released (in dollars per share)	6.78
Forfeited (in dollars per share)	6.09
Outstanding, ending balance (in dollars per share)	7.88	$ 9.99
Vested or expected to vest (in dollars per share)	$ 7.73
Weighted-average Remaining Contractual Life, in Years
Outstanding (years)	2 years 3 months 18 days	2 years 9 months 18 days
Vested or expected to vest (years)	2 years 2 months 12 days

XML

Stock-based Compensation - Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 12,309	$ 8,905	$ 36,544	$ 21,933
Cost of products sold
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	79	79	238	216
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,606	1,565	5,007	3,945
Sales, general and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 10,624	$ 7,261	$ 31,299	$ 17,772

XML

Stock-based Compensation - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($)
Share-Based Payment Arrangement [Abstract]
Compensation expense related to stock options and RSUs	$ 111.6
Weighted-average period	3 years

XML

Subsequent Events (Details)		9 Months Ended
	Oct. 11, 2022 USD ($) tranche	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Oct. 31, 2022 USD ($)
Subsequent Event [Line Items]
Payments of debt issuance costs		$ 0	$ 2,500,000
The DSM Loan Agreement | Secured Debt | Subsequent Event
Subsequent Event [Line Items]
Debt instrument, face amount	$ 75,000,000			$ 75,000,000
Number of tranches | tranche	2
Debt instrument, repayment term	1 year
Debt instrument, interest rate, stated percentage	9.00%
Payments of debt issuance costs	$ 5,125,000
Repayments of debt, threshold for when earns-outs become due	30,000,000
The DSM Loan Agreement, Tranche One | Secured Debt | Subsequent Event
Subsequent Event [Line Items]
Debt instrument, face amount	50,000,000
The DSM Loan Agreement, Tranche Two | Secured Debt | Subsequent Event
Subsequent Event [Line Items]
Debt instrument, face amount	25,000,000
The DSM Loan Agreement, Tranche Three | Secured Debt | Subsequent Event
Subsequent Event [Line Items]
Debt instrument, face amount	25,000,000
The DSM Loan Agreement, Maturity on October 11, 2023 | Secured Debt | Subsequent Event
Subsequent Event [Line Items]
Repayments of debt	25,000,000
The DSM Loan Agreement, Maturity on October 11, 2024 | Secured Debt | Subsequent Event
Subsequent Event [Line Items]
Repayments of debt	$ 25,000,000

XML

Label	Element	Value
Accounting Standards Update [Extensible Enumeration]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2020-06 [Member]