Amyris
Annual Report 2014

Plain-text annual report

2014 ANNUAL REPORT 2 0 1 4 A N N U A L R E P O R T DELIVERING BETTER PRODUCTS FOR A BETTER PLANET 2 0 1 4 A N N U A L R E P O R T TO OUR STOCKHOLDERS, CUSTOMERS, PARTNERS AND MY FELLOW AMYRISIANS: We finished 2014 as the only company in the industrial biotechnology sector that had successfully scaled and commercialized three different fermentation molecules while delivering the benefits to our customers. Our No Compromise® products are helping our customers—some of the world’s leading brands in fragrances, cosmetics, industrial cleaning products and transportation—solve their biggest supply challenges, improve their margins and competitive performance, and achieve sustainable growth. We are providing better performing products that are reaching more than 100 million consumers, who are using our molecules in products they are buying from more than 400 of the leading brands throughout the world. Our molecules are also helping save children’s lives from malaria. Through our technology, more than 1,700,000 malaria treatments have been manufactured for wide distribution in sub-Saharan Africa. Consumers are choosing to buy products made with Amyris molecules because our products’ performance is better, and the price is the same as, or lower than, their existing products. We are making the world better one molecule at a time by providing consumers with better choices. Our Business Strategy We are becoming the leading provider of renewable products by collaborating with the world’s leading brands. By combining our partners’ market access and knowledge with our experience in industrial synthetic biology and fermentation, we can enable our customers to reduce their environmental impact while maintaining or enhancing performance, reducing supply and price volatility, and improving profit margins. We have achieved this No Compromise® value proposition with artemisinic acid, Neossance® Squalane and Hemisqualane, patchouli, Biofene® and Myralene™. Our business model has two key sources of revenue (refer to model illustration): sales of our renewable products and inflows from product development collaborations. Our business model is simple—we partner with leading companies to solve their supply, performance, cost and sustainability problems. Our partners provide market insight and market access, which helps us to prioritize molecules for development as well as an effective channel access to the market. The collaborations remain our innovation engine, and help de-risk our portfolio as we go to market. We are focused on three product market segments where our technology is currently capable of delivering the best products at a competitive price: cosmetics, flavors and fragrances, and performance materials. In markets where the scale-up is more capital intensive and we do not yet have a cost advantage, we have established joint ventures (Total-Amyris BioSolutions for fuels and Novvi for base oils for the automotive, commercial and industrial lubricants markets). On average, a dollar of collaboration inflows will represent approximately a dollar of annual product revenue as each product reaches commercial production and steady-state sales. To date, we’ve received over $200 million of partner collaboration payments and expect to generate $60-$70 million annually through the end of this decade. In 2014, we completed our first full year of sales of a molecule specifically developed for a collaboration partner. We plan to deliver two to three new molecules for commercialization every year. On average, it is taking 18-24 months for our strain development platform to go from initial strain engineering to first sales of the molecule. In 2015, we are expecting to commercialize three new collaboration molecules with three different partners. The cash inflows from our collaborations help cover our R&D costs, allowing further investment in innovation and advancing our technology. The product revenue and commercialization support of our partners reduces our “go-to-market risk” and enables us to be the most capital-efficient company in our sector. We measure this capital efficiency by the average selling price per liter and the cash gross margin per liter of production. We are achieving an $8 average selling price per liter, and have a target of $2-$3 of cash gross margin per liter of production. This enables Brotas, our industrial production plant, to generate $60-$90 million of cash gross margin at 90% utilization of our plant’s annual capacity – which translates to payback of less than one year for our $50 million capital investment in the plant. We plan to develop and produce additional molecules in the coming years based on our current pipeline of over 20 molecules under contract with over 10 collaboration partners. Strategic & Capability Building Partners COLLABORATIONS COLLABORATION INFLOWS $60M to $70M Annual Approximately 20 molecules in pipeline for 1-3 new product launches per year RENEWABLE PRODUCTS PRODUCTION & SALES 2X Annual Growth FUELS THE INNOVATION ENGINE AND FUNDS THE BUSINESS PROVIDES REVENUE GROWTH AND EARNINGS UPSIDE In markets where we already have the best performing molecule and a significant cost advantage, we plan to sell our products directly to end-use consumers. In 2015, we will begin selling formulated products directly to industrial and consumer markets using our own brands. Our objective for adding these new points of access is to accelerate our market reach and deliver positive impact on the planet while generating as much as 10 times the revenue and three to five times the margin dollars for each liter of product we produce. We believe the combination of our strong collaboration partnerships and deep renewable products pipeline (including new channels directly to consumers), will provide us with the best path to making a meaningful impact in 2015 and beyond. We intend to give consumers better product choices that can help everyone achieve sustainable prosperity. A Year of Progress and a Bright Future 2014 was a year of great progress. We completed the industrialization of synthetic biology, established stable manufacturing that is exceeding most of our operational targets, and further developed a business model with a proven track record that is setting the standard for our nascent industry. Key results for 2014:  Successful scale-up and commercial launch of first fragrance molecule  Nearly 50% year-on-year product revenue growth  Lowest cash operating expenses since IPO  20% reduction in cash burn, lowest level since IPO  Over 25% year-on-year growth in number of brands using our molecules as ingredients There’s more for us to do. Our revenue growth was lower than we expected and we are focused on addressing this by investing in our sales and marketing capabilities. Our goal is to end the decade with the world’s leading brands looking to bio-based materials as the best way to solve their supply and performance needs instead of as an “alternative” to their better-performing products. We believe our products will change how companies think about chemistry. Instead of working with existing chemistry, they will use synthetic biology to customize the molecules they need to win in the market while doing less damage to our planet. Our audacious goal is to reach more than one billion consumers with our products by the end of this decade (from more than 100 million today). We will achieve this by increasing the number of brands that use our products as an ingredient to 800 (currently at 400), by selling our products directly to consumers, and by increasing our share of the percentage of revenues generated by sales of products containing our molecules to 5% (currently less than 1%). You will be able to track our progress with the following key indicators:  Number of brands that are using Amyris ingredients  Percentage of end product revenue represented by Amyris ingredient  Number of new product launches each year We are participating in growth markets that are seeking better product solutions at a competitive price. Our typical market is growing at over an 8% annual compounded growth rate. Most of our product sales results to date have been generated by European, Japanese and U.S.-based brands and we are planning on entering high growth Asian markets. None of our progress would be possible without the amazing dedication, commitment and collective intelligence of the more than 400 Amyrisians who come to work every day to make our world a better place. I have been involved in the hiring of many of our people, and have interacted with almost all of them. I can definitely say that, in my entire career, I have never worked with a more committed and passionate group – thank you to all of them for their dedication and perseverance. Our key shareholders have also been critical in enabling our successful transition from scale-up mode to a high- growth leader in the field of industrial synthetic biology. Our seven leading shareholders continue to represent 65% of our ownership and have demonstrated, time and again, their continued commitment to our mission by continuing to invest and support our growth strategy. Our partners rely on our strong performance to deliver better products to their own consumers while expanding their margins and improving their environmental footprint. Thank you to each of you for your continued support in 2014. I look forward to another record year in 2015. Every interaction with my three children reminds me that our mission is urgent. I don’t believe that I personally will experience a world where the (soon-to-be) nine billion people living on it can enjoy sustainable prosperity. However, I believe that Amyris, by leading the innovation in industrial synthetic biology and delivering better molecules that enable sustainable products, will make it possible for my children and their children to live in a world that comes closer to that aspiration. Our Values We have a team of the world’s leading scientists, engineers, chemists, marketers and collaborators who are united around a common purpose and committed to a simple set of values that guide the way we work. Innovation We are driven to accomplish the seemingly impossible. We use data, feedback and experience to seek powerful solutions to difficult problems facing our customers and the world. We embrace intelligent risk and are a learning organization. Collaboration We work with each other, our partners, and our customers to achieve exceptional results. We value, respect, and learn from each other as we strive for mutual success. Amyrous We love what we do and love what we make. We are passionate about having a positive impact. We have fun, keep a sense of humor and enjoy working together. Integrity We are honest, fair and ethical. We hold ourselves accountable and deliver on our commitments. We do what we say. Safety We demonstrate a deep regard for the safety and well-being of our people, our communities, our resources and our planet. We speak up courageously.   Let’s continue working together to make the world better one molecule at a time…our planet needs us and everyone should have access to sustainable prosperity. John G. Melo President and Chief Executive Officer FORWARD-LOOKING STATEMENTS This document contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. These forward-looking statements include, but are not limited to, statements concerning product revenues generated by collaborations, annual collaboration revenues, number of product introductions each year, development times for new products, cash gross margin targets, collaboration agreements and the associated business model and product development expectations, planned new sales channels and revenues and margins associated with them, benefits of Amyris products, customer adoption of Amyris products, goals for market penetration and reach, market growth rates, access to new markets, Amyris business plans and strategy, anticipated financial results, and similar matters. 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 1, Item 1A, “Risk Factors” of our enclosed Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission. We do not assume any obligation to update any forward-looking statements.  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-34885 AMYRIS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 5885 Hollis Street, Suite 100, Emeryville, California (Address of principal executive office) 55-0856151 (I.R.S. Employer Identification No.) 94608 (Zip Code) (510) 450-0761 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $0.0001 par value per share Name of each exchange on which registered The NASDAQ Stock Market LLC (NASDAQ Global Select Market) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one.) Large accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Accelerated filer Smaller reporting company ☐ ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ☒ As of June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $129.3 million, based on the closing price of the registrant’s common stock on the NASDAQ Global Select Market on such date. 79,221,937 shares of the Registrant’s common stock, par value $0.0001 per share, were outstanding as of January 31, 2015. Portions of registrant’s proxy statement to be delivered to stockholders in connection with the registrant’s 2015 Annual Meeting of Stockholders to be held on or about May 20, 2015 are incorporated by reference into Part III of this Form 10-K. The registrant intends to file its proxy statement within 120 days after its fiscal year end. DOCUMENTS INCORPORATED BY REFERENCE AMYRIS, INC. ANNUAL REPORT ON FORM 10-K For the Fiscal Year Ended December 31, 2014 Item 1. Business Item 1A. Risk Factors Executive Officers of the Registrant Item 1B. Unresolved Staff Comments Item 2. Item 3. Properties Legal Proceedings Item 4. Mine Safety Disclosures INDEX PART I PART II Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Item 6. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Selected Financial Data Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Item 9. Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services Item 15. Exhibits, Financial Statement Schedules Signatures PART IV Page 2 15 46 47 47 48 48 49 53 54 74 76 143 143 144 145 145 145 146 146 146 161 FORWARD-LOOKING STATEMENTS This report on Form 10-K, including the sections entitled “Item 1. Business,” “Item 1A. Risk Factors,” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements reflecting our current expectations that involve risks and uncertainties and which are subject to safe harbors under the Securities Act of 1933, as amended, or the Securities Act, and the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements concerning our strategy, future production capacity and other aspects of our future operations, ability to improve our production efficiencies, future financial position, future revenues, projected costs, expectations regarding demand and acceptance for our technologies, growth opportunities and trends in the market in which we operate, prospects and plans and objectives of management. 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 I, Item 1A, “Risk Factors” in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission. We do not assume any obligation to update any forward-looking statements. TRADEMARKS Amyris, the Amyris logo, Biofene, Biossance, Dial-A-Blend, Diesel de Cana, Evoshield, μPharm, Muck Daddy, Myralene, Neossance and No Compromise are trademarks or registered trademarks of Amyris, Inc. This report also contains trademarks and trade names of other business that are the property of their respective holders. 1 ITEM 1. BUSINESS Overview PART I Amyris, Inc. (or the “company,” “Amyris,” “we,” “us,” or “our”) has industrialized synthetic biology and is delivering renewable products globally into various markets ranging from consumer care to fuels. We believe industrial synthetic biology represents a third industrial revolution bringing together biology and engineering to generate new, more sustainable materials to meet the growing global demand. We have built a technology platform, robust manufacturing capability, and a strong pipeline of ongoing powerful collaborations with world-leading companies in a variety of industries. We are working to build demand for our current portfolio of products through a network of distributors and through direct sales in the cosmetics, flavors and fragrances, performance materials, and transportation fuels and lubricants markets. We are also engaged in collaborations across a variety of markets, including our current product markets and new markets, to drive additional product sales and partnership opportunities. Background Amyris was founded in 2003 in the San Francisco Bay Area by a group of scientists from the University of California, Berkeley. Our first major milestone came in 2005 when, through a grant from the Bill & Melinda Gates Foundation, we developed technology capable of creating microbial strains to produce artemisinic acid — a precursor of artemisinin, an effective anti-malarial drug. In 2008, we granted royalty-free licenses to allow Sanofi-Aventis (or Sanofi), to produce artemisinic acid using our technology. Since 2013, Sanofi has been distributing millions of artemisinin-based anti-malarial treatments incorporating this artemisinic acid. Building on our success with artemisinic acid, in 2007 we began applying our technology platform to develop, manufacture and sell sustainable alternatives to a broad range of materials. We focused our initial development efforts primarily on the production of Biofene®, our brand of renewable farnesene, a long-chain, branched hydrocarbon molecule that we manufacture using engineered microbes in fermentation. Using farnesene as a first commercial building block molecule, we have developed a wide range of renewable products for our various target markets including cosmetics, pharmaceuticals, flavors and fragrances and fuels. Our technology platform allows us to rapidly develop microbial strains to produce other target molecules, and in 2014, we began manufacturing additional molecules for the flavors and fragrances industry. Since inception, we have received equity and debt financing from investors ranging from affiliates of Total Energies Nouvelles Activités USA, formerly known as Total Gas & Power USA, SAS (or Total), the international energy company, and Temasek Holdings (Private) Limited, the Singapore sovereign wealth fund, to leading U.S. venture capital and private equity investors such as Kleiner, Perkins, Caufield & Byers and TPG Biotechnology Partners. Our stock is traded on the NASDAQ under the symbol AMRS. Our Platform Amyris’ microbial engineering and screening technologies modify the way microorganisms process sugars in a fermentation process. We use our proprietary platform to design microbes, primarily yeast, to serve as living factories in established fermentation processes to convert plant-sourced sugars into high-value hydrocarbon molecules instead of low-value alcohol. The first two molecules we developed through this process were artemisinic acid and farnesene. In 2014, we began production of a third molecule at industrial scale and development of various other molecules in our labs. We and our partners develop products from these hydrocarbon ingredients for several target markets, including cosmetics, flavors and fragrances, performance materials, transportation fuels and lubricants. Further, in connection with our partners we have commercialized products for the cosmetics and flavors and fragrances markets. We are able to use a wide variety of feedstocks for production, but have focused on accessing Brazilian sugarcane for our large-scale production because of its renewability, low cost and relative price stability. We have also successfully used other feedstocks such as sugar beets, corn dextrose, sweet sorghum and cellulosic sugars at our various manufacturing facilities. 2 Corporate Information We were founded in 2003 and completed our initial public offering in 2010. As of January 31, 2015, we had 404 employees (including 245 in the United States and 159 in Brazil). Our corporate headquarters and pilot plant are located in Emeryville, California, and our Brazil headquarters and pilot plant are located in Campinas, Brazil. We have two operating subsidiaries, Amyris Brasil Ltda. (or Amyris Brasil) and Amyris Fuels LLC (or Amyris Fuels). Amyris Brasil oversees establishment and expansion of our production in Brazil. Amyris Fuels was originally established to help us develop fuel distribution capabilities in the United States by selling ethanol and reformulated ethanol-blended gasoline. In the third quarter of 2012, we transitioned out of the ethanol and ethanol-blended gasoline business to focus our efforts on production and commercialization of renewable products. Strategy and Business Model Our mission is to apply inspired science to deliver sustainable solutions for a growing world. We seek to become the world’s leading provider of renewable, high-performance alternatives to non-renewable chemicals and fuels. In the past, choosing a renewable product often required producers to compromise on performance or price. With our technology, leading consumer brands can develop products made from renewable sources that offer equivalent or better performance and stable supply with competitive pricing. We call this our No Compromise® value proposition. We aim to improve the world one molecule at a time by providing consumers with the best alternatives. We have developed and are operating our company under an innovative business model that generates cash from both collaborations and from product sales margins. We believe this combination will enable us to realize our vision of becoming the world’s leading renewable products company. Collaborations Collaborations provide us with funding to develop innovative new products that our partners commercialize in the markets that they know best. These collaborative technology-based partnerships also allow for sharing long-term revenue streams from products sales. Our strategy for collaborations can generate value in several ways: • Partnering with industry leaders helps us identify and develop molecules that address critical supply or performance needs for global markets, while receiving collaboration payments for technology access and research and development. • We use our manufacturing capabilities to produce the collaboration target molecules and sell them to our partners. • We participate in value-sharing arrangements based on the cost/benefits to our partners of using the molecules we develop. We believe this collaboration approach creates long-term shared relationships with aligned incentives for success, and allows us to access the capital and resources necessary to support large-scale production and global distribution of our products. Product Sales In addition to our collaborations, for near-term, positive-margin revenues, we have been developing, manufacturing and selling high-value farnesene derivatives such as Neossance® branded emollients for the cosmetics industry. Through our distributor channels for Neossance emollients, we are able to accelerate commercialization of our products. Since its launch in 2011, we have achieved worldwide reach for our Neossance emollients, with our initial high-performance emollient (Neossance squalane) serving as a key ingredient in personal care products for a growing list of cosmetics companies. In 2014, we introduced and began selling our second emollient, Neossance hemisqualane, through our distributors. Hemisqualane is a light emollient with high spreadability and serves as a replacement to petroleum-based paraffins and silicone ingredients. 3 In addition, in 2014 we established sales of flavors and fragrances ingredients to a collaboration partner, representing our first major product sales of a molecule other than farnesene. We continue to produce and sell renewable diesel and jet fuel in Brazil though these products have not yet generated net cash contributions to our business. In Brazil, where Amyris Diesel is known as Diesel de Cana™ (“Sugarcane Diesel” in Portuguese), the fuel is used daily by approximately 400 public transit buses in São Paulo and Rio de Janeiro, the country’s largest cities. Manufacturing We began industrial-scale production of our products at our contract manufacturing facilities in 2011, and in December 2012, commenced operations at our first purpose-built, large-scale production facility in southeastern Brazil. The multi-product production facility, located in Brotas, in the state of São Paulo, Brazil, is adjacent to an existing sugar and ethanol mill operated by Tonon Bioenergia SA, formerly known as Paraíso Bioenergia (or Tonon). Through 2014, we produced farnesene and an ingredient for the flavors and fragrances industry at commercial scale. Under our manufacturing agreement, Tonon supplies sugarcane juice and certain utilities. Amyris is solely responsible for maintenance and operation of our biorefinery. Our Brotas facility has six 200,000 liter production fermenters and was designed to process sugarcane juice, or its equivalent, raw sugarcane annually. In December 2012, following a successful commissioning phase, we began production of farnesene at the facility. Our first shipment of farnesene produced at the Brotas facility occurred in February 2013, and our first shipment of a flavors and fragrances molecule from the facility occurred in August 2014. from up to one million tons of We have completed approximately 50% of the construction on a second Brazilian manufacturing facility (located at the São Martinho S.A. (or São Martinho) mill in Pradópolis, São Paulo state), with approximately double the capacity of the Brotas plant. In 2012, upon consultation with our joint venture partner São Martinho, we suspended construction of this second facility to focus on the completion of our plant in Brotas. We currently expect to complete construction of this second manufacturing facility and commission it to support demand by 2017. Following the completion of our plant at São Martinho, we anticipate expanding our large-scale production capacity of intermediate molecules by entering into agreements with owners of additional sugar and ethanol mills in Brazil. For many of our products, we perform additional distillation or chemical finishing steps to convert initial target molecules into other finished products, such as renewable squalane, flavors and fragrances ingredients, lubricants, performance polymers and diesel. We have an agreement with Glycotech Inc. (or Glycotech), for use of a Leland, North Carolina facility of Salisbury Partners, LLC to convert Biofene into squalane and other final products. We also have agreements with other facilities in the U.S. and Brazil to perform distillation and hydrogenation steps for other products. We may enter into additional agreements with other facilities for finishing services and to access flexible capacity and an array of services as we develop additional products. Technology Synthetic biology uses engineering concepts to leverage the power of biology. We have developed innovative microbial engineering and screening technologies that allow us to transform the way micro-organisms process sugars. Specifically, we engineer yeast and use them as living factories to convert sugarcane syrup, through fermentation, into high-value hydrocarbon molecules instead of ethanol, which is its naturally occurring process. Along with our collaboration partners, we use these molecules as building blocks for a wide range of products in our target markets. This is our foundation for providing high-performance, cost competitive and sustainable alternatives to a wide variety of products. Research and Development Our ongoing technology development is focused primarily on improving the performance of our production microbial strains and on developing microbial strains that produce targeted molecules. As described in more detail below, our process consists of a series of steps including: • identifying new target molecules; 4 • • • creating new microbial strains capable of producing the target molecules; increasing product yield and productivity from microbial strains through strain modification or fermentation process improvements; and, translating these steps from lab to commercial scale production consistently. We devote substantial resources to our research and development efforts. As of January 31, 2015, our research and development organization included approximately 136 employees, 65 of whom held Ph.D.s. Our research and development expenditures were approximately $49.7 million, $56.1 million, and $73.6 million for the fiscal years ended December 31, 2014, 2013 and 2012, respectively. Strain Engineering and Scale-Up Process The primary biological pathway within the microbe that we currently use to produce our target molecules is called the isoprenoid or terpenoid pathway. Isoprenoids constitute a large, diverse class of organic chemicals, with current product applications in a wide range of industries. Implementing the classical engineering cycle of “Design-Build-Test-Learn” with investments of more than $400 million to date for research and development, we have reduced strain engineering time to produce target isoprenoid molecules from years to months, opening up the possibility of quickly producing thousands of different target molecules from fermentation. We have developed a high-throughput strain engineering system that is currently capable of producing and screening more than 100,000 yeast strains per month, which allows us to achieve approximately a 95% lower cost per strain than we achieved in 2009. We generated more than 485,000 farnesene strains in 2014, surpassing 4.6 million unique strains created since our inception, with each strain testing for improved production of the target molecules. In addition, through our lab-scale and pilot-plant fermentation operations, and our proprietary analytical tools, we are now able to predict with high reliability, the industrial performance of candidate strains in our 200,000-liter fermenters at our Brotas plant. The following summarizes the key steps in our strain engineering and scale-up processes: 1. Identifying target molecules. We start our process by identifying, usually based on input from collaborators, a commercial application for which we can deliver an attractive No Compromise solution. We identify the key molecular properties that are essential to product performance in a specific commercial application and then analyze the chemical structures that drive those key performance characteristics. Finally, we identify target molecules or derivatives of molecules that contain these key chemical structures and that may be produced by our yeast strains. 2. Developing initial strains/proof of concept. We identify the steps required for the target molecule’s production in a biological pathway. We then seek to design a pathway to produce the target, either directly or by producing a molecule that can, through simple chemical steps, be synthesized, or converted, into the target. Once this pathway is identified, we undertake to engineer it into our yeast strains by employing the processes discussed below. 3. Improving strain performance and process development. To produce the target molecules at industrial scale, a yeast strain must be improved to increase its level of efficiency of production. Initially, we focus primarily on yield, a measure of the amount of product produced by a defined amount of sugar as the means to improve strain output. As we advance in our scale up and commercial scale process development, we also seek to improve production output through improvements in strain productivity, the rate at which our product is produced by a given yeast strain, and titer, the concentration of product in the fermentation broth. In addition, we seek to develop processes to improve production recovery efficiency, including separation efficiency, a measure of the amount of product that is captured from a fermentation run, cycle-time, which is the time needed to run a full fermentation cycle, and the evolution of batch process methods to semi-continuous and continuous production methods. 4. Moving production from lab to commercial scale. Once we have established a pathway and verified that it can produce the target molecule, the yeast strain must be improved to increase the level of efficiency of production, and tested for performance in larger-volume facilities, before it is 5 implemented at our larger-scale manufacturing facilities. Our infrastructure to support this scale-up process includes lab-scale fermenters, operating pilot plants in our facilities in Emeryville, California and Campinas, Brazil, and two 5,000-liter fermenters in our Campinas demonstration facility. Each of these stages mimic the conditions found in larger scale fermentation so that our findings may translate predictably from lab scale to pilot and ultimately to commercial scale. Products We are expanding our range of products across five identified markets: cosmetics, flavors and fragrances, performance materials and with our joint venture partners, renewable lubricants and fuels. Our initial portfolio of commercial products has been based on Biofene and Biofene derivatives. More recently, we have produced at scale and commercialized another target molecule for the flavors and fragrances market. We are focused on building our renewable-product leadership position initially with squalane in cosmetics, niche diesel and jet fuel opportunities, fragrance oils and farnesene for liquid polymer applications. We believe that success in these markets will pave the way to accessing more markets and expanding the impact we can have in the longer term. Cosmetics Through basic chemical finishing steps, we are able to convert our farnesene molecule into squalane, which is used today as a premium emollient in cosmetics and other personal care products. Our Neossance squalane offers performance attributes equal or superior to those of squalane derived from conventional sources. The ingredient traditionally has been manufactured from olive oil or extracted from deep-sea shark liver oil. The relatively high price and unstable supply of squalane in the past meant that its use was generally limited to luxury products or small quantities in mass-market product formulations. With our ability to produce a reliable supply of low-cost squalane, we offer this ingredient at a price that we believe will drive increasing adoption by formulators. In addition to Neossance squalane, we have recently introduced a second, lower-cost emollient for the cosmetics market. We currently have Neossance emollient supply agreements with several regional distributors, including locations in Japan, South Korea, Europe, Brazil and North America, and in some cases, directly with cosmetics formulators. Flavors and Fragrances Our technology allows us to cost-effectively produce natural oils and aroma chemicals that are commonly used in the flavors and fragrances market. Many of the natural ingredients used in the flavors and fragrances market are expensive because there is limited supply and the synthetic alternatives require complex chemical conversions. We offer flavors and fragrances companies a natural route to procure these high-value ingredients without sacrificing cost or quality. In late 2013, we commenced commercial production of our first fragrance ingredient, which is marketed by our collaboration partner, Firmenich SA (or Firmenich), for a range of applications, from perfumes to laundry detergent. In 2014, we completed our first production campaign of this fragrance oil at our Brotas biorefinery and shipped it to Firmenich. We expect to produce additional quantities of this and other fragrance molecules for our partners. We are working with several partners, including Firmenich, to develop and commercialize a variety of flavors and fragrances ingredients that are either direct fermentation target molecules or derivatives of target fermentation molecules. As of February 2015, we had 18 molecules in our flavors and fragrances pipeline in various stages of development from early research to scale up for production. Under the agreements with our partners, we receive value in a variety of ways: some include collaboration payments, some contemplate sales of ingredients that we manufacture, and some provide for us to share in the economic value derived through downstream sales of the ingredients. Performance Materials Farnesene is an ideal building block molecule for a range of performance materials. 6 Solvents We have developed a best-in-class renewable solvent produced from farnesene. In addition to addressing concerns over Volatile Organic Compounds (or VOCs), our sustainably-sourced solvent, which we will market under the brand Myralene™, provides a favorable viscosity profile, superior degreasing power, excellent thermal and hydrolytic stability, low odor, no color, and is biodegradable. Subject to receiving approval from the Environmental Protection Agency (or EPA) under the Toxic Substances Control Act (or TSCA), we will begin commercializing Myralene-based cleaning products as industrial cleaners for the auto service industry and other industrial applications. We are working with various distribution channels to support the launch of this new product. Polymers We are developing applications for our farnesene that include high-performance polymers used in tires and other applications. In 2011, we began collaboration with Kuraray Co., Ltd (or Kuraray), with an initial focus on using farnesene-based polymers to replace petroleum-derived additives in tires. During the collaboration, Kuraray developed farnesene-based liquid rubber (LFR) that reacts with tire rubber more easily than traditional materials and strengthens adhesion of rubber components to improve tire shape, stability, and performance. In connection with our collaboration with Kuraray, multiple leading tire manufacturers have conducted and are continuing to conduct performance tests of this liquid rubber in tire formulations. Also, during this period, Kuraray produced and began customer sampling and product evaluation for a new category of elastomer, Hydrogenated Styrenic Farnesene Copolymer (HSFC), which has been shown to possess improved flow properties and low residual strain, opening opportunities for vibration dampening product applications. Additional Materials We are working with Braskem S.A. (or Braskem) and Manufacture Francaise de Pnematiques Michelin (or Michelin) to produce renewable isoprene. In 2014, we expanded our ongoing collaboration for the development of renewable isoprene by adding Braskem as a partner to the project. Separately, we are continuing to evaluate opportunities to leverage our muconic acid platform to expand the application of our technology to a broad range of plastic additives and other high-performance applications. Transportation Fuels We have partnered with Total to develop renewable fuels designed to be optimal transportation fuels. Using our hydrocarbon building block, farnesene, we produce a renewable diesel and jet fuel that delivers energy density, engine performance, and storage properties comparable to the best petroleum fuels today. We are currently selling renewable diesel in metropolitan areas in Brazil and, since late 2014, our renewable jet fuel with our partner Total in initial markets globally. In the future, as our development efforts with Total allow us to produce fuels at lower costs, we expect that our farnesane-based fuels business would be conducted through a joint venture we have established with Total (described in more detail below under “Business — Business Joint Ventures”). Until the joint venture becomes operational, we are operating a limited fuels business. • • Jet Fuel. Our drop-in, renewable jet fuel is compliant with Jet A/A-1 fuel specifications and outperforms conventional petroleum-derived fuel in a range of performance metrics, including fit for purpose and greenhouse gas emission reduction potential, without compromising on performance quality. In 2014, following extensive testing, we received industry acceptance and regulatory approval for our renewable jet fuel in key U.S., European and Brazilian markets. In late 2014, we began selling our renewable jet fuel to airlines, with initial commercial flights underway in Europe. Diesel. Our renewable diesel’s properties are superior to those of petroleum diesel, allowing it to be used as a drop-in replacement in practically any diesel engine today. In Brazil, Diesel de Cana is used daily by approximately 400 public transit buses in São Paulo and Rio de Janeiro, the country’s largest cities. To date, these buses have logged over 30 million kilometers with a blend of Diesel de Cana. Tests carried out by Mercedes-Benz and MAN in Brazil show a significant 7 reduction in the emissions of particulate matter (PM) and oxides of nitrogen (NOx) with as little as 10% blends of Amyris Renewable Diesel in standard low sulfur diesel. The US Maritime Division and US Department of Transportation have validated our diesel as a renewable blend with maritime diesel fuel. Lubricants Base oils are the building blocks of lubricating oils and are currently derived from the crude oil refining process. Additives are materials added to base oils to change their properties, characteristics, and/or performance (e.g., anti-foam, anti-wear, corrosion inhibitor, detergent, dispersant, pour point depressant, anti-oxidant, or friction modifier). Lubricants are manufactured by combining a base oil with additives required by lubricant product applications, including engine oils, gear oils, hydraulic oils and turbine oils. Farnesene may be chemically modified to serve as a base oil, additive, and/or lubricant. We believe the high-purity, synthetic base oil and additive molecules that can be made from Biofene could enable lubricant products to perform in harsh environments under extremes of temperature, moisture, dirt and/or wear. We are pursuing the base oils and lubricants market through Novvi LLC (or Novvi), our joint venture with Cosan Combustíveis e Lubrificantes S.A. and Cosan S.A. Industria e Comércio (such Cosan entities and their affiliates, collectively or individually referred to as Cosan). Additional detail regarding our joint venture with Cosan is provided below under “Business — Business Joint Ventures.” Additional Products and Markets We expect to develop and produce additional molecules in the coming years based on our current pipeline of molecules contracted with collaboration partners, and on our plans for new product introductions, such as the Myralene renewable solvent product that addresses regulatory trends restricting volatile organic compounds, pending testing and regulatory approval. In addition, in 2015, we commenced marketing and selling cosmetics and personal care products incorporating Biofene derivatives directly to retailers and consumers, initially in the United States. Through this market, we are working to accelerate demand for our products by directly influencing marketing and distribution of our products in the United States, and to generate incremental positive-margin revenues and Biofene volume uptake. Collaborations We believe that our leadership in the synthetic biology sector is demonstrated by collaboration partners who come to us to access our synthetic biology platform and industrial fermentation expertise. Together we seek to reduce environmental impact, enhance performance, reduce supply and price volatility, and improve profit margins. Our partners include leading energy and oil companies such as Total, chemical companies such as Braskem and Kuraray, flavors and fragrances companies such as Firmenich and tire companies such as Michelin. Our work has also been funded by the U.S. government, including the Department of Energy (or DOE) and the Defense Advanced Research Projects Agency (or DARPA), to develop technologies and processes capable of improving the ability to produce alternatives to petroleum-sourced products. In addition to our collaborations for co-development of products, we have established collaborations and joint ventures for the development and commercialization of commodity products that will require larger investment of capital and longer lead times for commercialization than our existing portfolio. Most notably, we have established a collaboration and joint venture with Total to commercialize Biofene-based diesel and jet fuels. With an exception for our fuels business in Brazil, the collaboration and joint venture establishes an exclusive means for us to develop, produce and commercialize fuels from Biofene. In connection with this arrangement, Total has provided substantial funding for Biofene research and development. In addition to this arrangement with Total, we have established a joint venture with Cosan, a leading producer of lubricants in Brazil, for the worldwide development, production and commercialization of renewable base oils for the automotive, industrial and commercial lubricants markets. The collaboration and joint arrangements with Total and Cosan are described in more below under “Business — Business Joint Ventures.” Additionally, Amyris’s proprietary synthetic biology platform may be used for pharmaceutical applications to provide the pharmaceutical industry with an integrated discovery and 8 production process for therapeutic compounds for which a natural source is scarce or unavailable, or for which chemical synthesis is not cost-effective. We expect to establish and develop collaboration relationships with pharmaceutical partners in order to generate chemical diversity relevant to therapeutic target identification. Business Joint Ventures Our business strategy is to focus our direct commercialization efforts on higher-value, lower-volume markets while establishing joint ventures to pursue our lower-margin, higher-volume commodity products, including for the commodity fuels and lubricants markets. We believe this approach will facilitate access to large-scale production and global distribution for our capital and resources necessary to support large-market commodity products as we continually improve our technology advantages and costs of production. Total Amyris BioSolutions B.V. We have a license, development, research and collaboration agreement with Total that sets forth the terms for the research, development, production and commercialization of chemical and/or fuels products to be agreed on by the parties. The agreement establishes a multi-phased process through which compounds are identified, screened, selected for product feasibility studies, and then ultimately selected as a lead compound for development. To commercialize any strains and compounds that are developed, Amyris and Total expect to form one or more joint ventures, the first of which is the fuels joint venture described below. Both Amyris and Total retain certain rights to make products designed for collaboration efforts independently subject to making royalty payments to the non-producing party, and if we initially decline to collaborate on a project proposed by Total, Total has certain rights to require us to work on a limited number of such projects, subject to various exclusions and at Total’s expense. We have retained rights to use jointly-developed technology in the following markets: flavors and fragrances, cosmetics, pharmaceuticals, consumer packaged goods, food additives and pesticides. The first programs we have focused on with Total relate to renewable diesel and jet fuel; however, both parties retain the right to propose product development programs under these agreements in the future. In November 2011, we entered into an amendment of the collaboration agreement with Total with respect to development and commercialization of Biofene for diesel. This represented an expansion of the initial collaboration that the parties commenced in 2010, and established a global, exclusive collaboration for the development of Biofene for diesel and a framework for the creation of a joint venture to manufacture and commercialize Biofene for diesel. In July 2012 and December 2013, we entered into a series of agreements to establish a research and development program and form a joint venture (Total Amyris BioSolutions B.V.) to produce and commercialize Biofene-based diesel and jet fuels. Total Amyris BioSolutions B.V. was formed in December 2013. With an exception for our fuels business in Brazil, the collaboration and joint venture established the exclusive means for us to develop, produce and commercialize fuels from Biofene. We granted the joint venture exclusive licenses under certain of our intellectual property to make and sell joint venture products. We also granted the joint venture, in the event of a buy-out of our interest in the joint venture by Total, which Total is entitled to do under certain circumstances described below, a non-exclusive license to optimize or engineer yeast strains used by us to produce farnesene for the joint venture’s diesel and jet fuels. As a result of these licenses, Amyris generally no longer has an independent right to make or sell Biofene fuels outside of Brazil without the approval of Total. Our agreements with Total relating to our fuels collaboration created a convertible debt financing structure for funding the research and development program. The collaboration agreements contemplated approximately $105.0 million in financing for the collaboration, which Total has fully funded as of January 2015. The collaboration agreements were subject to a series of “Go/No-Go” decision points during the program, under which licenses to our technology could have terminated, and the notes would have remained outstanding and become payable at maturity unless otherwise converted in accordance with their terms. Following the final installment of funding in January 2015, only one “Go/No-Go” decision point remains under the collaboration agreements (such final decision point is expected to occur 30 days following the earlier of December 31, 2016 or the completion of certain milestones under the collaboration 9 agreements). If Total makes a final “Go” decision with respect to the full diesel and jet fuels collaboration, then the notes would be exchanged by Total for equity interests in the joint venture, after which any obligation to pay principal or interest on the exchanged notes (or a portion thereof) would be extinguished. In the event of a “Go” decision only with respect to jet fuel, the parties would form an operational joint venture only for jet fuel (and the rights associated with diesel would terminate), 70% of the outstanding notes would remain outstanding and become payable, and 30% of the outstanding notes would be cancelled. If Total makes a “No-Go” decision, all the outstanding notes would remain outstanding and become payable upon maturity (unless otherwise converted in accordance with their terms). Novvi LLC In June 2011, we entered into joint venture agreements with Cosan related to the formation of a joint venture to focus on the worldwide development, production and commercialization of base oils made from Biofene for the automotive, commercial and industrial lubricants markets. In September 2011, we formed Novvi, an entity that is jointly owned by Cosan and us. In March 2013, we entered into additional agreements with Cosan to (i) expand our base oils joint venture with Cosan to also include additives and lubricants and (ii) operate the joint venture exclusively through Novvi. Under these agreements, Amyris and Cosan generally each own 50% of Novvi and each share equally in any costs and any profits ultimately realized by the joint venture. SMA Indústria Química In April 2010, we established SMA Indústria Química (or SMA), a joint venture with São Martinho, to build a production facility in Brazil. SMA is located at the São Martinho mill in Pradópolis, São Paulo state. The joint venture agreements establishing SMA have a 20 year initial term. The joint venture agreements required us to fund the construction costs of the new facility and São Martinho was required to reimburse us up to R$61.8 million (approximately US$23.3 million based on the exchange rate as of December 31, 2014) of the construction costs after SMA commences production. After commercialization, we would market and distribute Amyris renewable products produced by SMA and São Martinho would sell feedstock and provide certain other services to SMA. The cost of the feedstock to SMA would be based on the average return that São Martinho could receive from the production of its current products: sugar and ethanol. We would be required to purchase the output of SMA for the first four years at a price that guarantees the return of São Martinho’s investment plus a fixed interest rate. After this four year period, the price would be set to guarantee a break-even price to SMA plus an agreed upon return. We completed a significant portion of the construction of our second Brazilian manufacturing facility and plan to resume construction again as discussed above under “Business — Manufacturing.” Product Distribution and Sales We distribute and sell (or intend to distribute and sell) our products directly, to chemical distributors or collaborators, or through joint ventures, depending on the market. For most chemical applications, we sell directly to our collaboration partners or, for our consumer care products, distributors and formulators. Generally, our collaboration agreements do not include any specific purchase obligations, and sales are contingent upon achievement of technical and commercial milestones. In addition to sales through distributor channels and to our collaboration partners, starting in 2015, we will commence marketing and selling cosmetics and personal care products incorporating Biofene derivatives directly to retailers and consumers, initially in the United States. For transportation fuels in Brazil, we sell our renewable diesel directly to fuels blenders and distributors. For transportation fuels outside of Brazil, we have typically sold our products to Total or to fuels blenders and distributors. Ultimately, we expect to commercialize commodity products, including large-scale sales of fuels and base oils, through joint venture arrangements with Total and Cosan, respectively. 10 Commencing in 2008, we began developing a fuels distribution network and distribution capabilities in the United States through Amyris Fuels. Through mid-2012, we purchased ethanol produced by third parties and gasoline and sold both pure ethanol and reformulated ethanol-blended gasoline to wholesale customers. For 2012, Mansfield Oil Company accounted for more than 10% of our reported revenues by virtue of its purchases of ethanol and reformulated ethanol-blended gasoline from Amyris Fuels. Collaboration revenues from Total also accounted for more than 10% of our reported revenues in 2012. Customers purchased ethanol and ethanol-blended gasoline from us under short-term agreements and spot transactions, and we generally did not have any contractual commitments from customers to purchase ethanol and ethanol-blended gasoline from us over any extended period of time. Nearly all of our customer revenue through the third quarter of 2012 came from the sale of ethanol and reformulated ethanol-blended gasoline, with the remainder of our revenue coming from collaborations and government grants and, more recently, sales of our renewable products. In the third quarter of 2012, we transitioned out of the ethanol and ethanol-blended gasoline business and concentrated our efforts on developing and selling our renewable products. Renewable product sales to Nikko Chemicals Co. Ltd., and Firmenich and collaboration revenues from Firmenich each accounted for more than 10% of our reported revenues in 2014. Intellectual Property Our success depends in large part upon our ability to obtain and maintain proprietary protection for our products and technologies, and to operate without infringing the proprietary rights of others. We seek to avoid the latter by monitoring patents and publications in our product areas and technologies to be aware of developments that may affect our business, and to the extent we identify such developments, evaluate and take appropriate courses of action. With respect to the former, our policy is to protect our proprietary position by, among other methods, filing for patent applications on inventions that are important to the development and conduct of our business with the U.S. Patent and Trademark Office (or the USPTO), and its foreign counterparts. As of January 31, 2015, we had 317 issued U.S. and foreign patents and 325 pending U.S. and foreign patent applications that are owned by or licensed to us. We also use other forms of protection (such as trademark, copyright, and trade secret) to protect our intellectual property, particularly where we do not believe patent protection is appropriate or obtainable. We aim to take advantage of all of the intellectual property rights that are available to us and believe that this comprehensive approach provides us with a strong proprietary position. Patents extend for varying periods according to the date of patent filing or grant and the legal term of patents in various countries where patent protection is obtained. The actual protection afforded by patent, which can vary from country to country, depends on the type of patent, the scope of its coverage and the availability of legal remedies in the country. See “Risk Factors — Risks Related to Our Business — Our proprietary rights may not adequately protect our technologies and product candidates.” We also protect our proprietary information by requiring our employees, consultants, contractors and other advisers to execute nondisclosure and assignment of invention agreements upon commencement of their respective employment or engagement. Agreements with our employees also prevent them from bringing the proprietary rights of third parties to us. In addition, we also require confidentiality or material transfer agreements from third parties that receive our confidential data or materials. Competition We expect that our renewable products will compete with both the traditional, largely petroleum-based specialty chemical and fuels products that are currently being used in our target markets and with the alternatives to these existing products that established enterprises and new companies are seeking to produce. Chemical Products In the specialty chemical markets that we initially entered to or are seeking to enter, and in other chemical markets that we may seek to enter in the future, we will compete primarily with the established providers of chemicals currently used in products in these markets. Producers of these incumbent products 11 include global oil companies, large international chemical companies and companies specializing in specific products, such as squalane or essential oils. We may also compete in one or more of these markets with products that are offered as alternatives to the traditional petroleum-based or other traditional products being offered in these markets. Transportation Fuel Products In the transportation fuels market, we expect to compete with independent and integrated oil refiners, advanced biofuels companies and biodiesel companies. Refiners compete with us by selling traditional fuel products and some are also pursuing hydrocarbon fuel production using non-renewable feedstocks, such as natural gas and coal, as well as processes using renewable feedstocks, such as vegetable oil and biomass. We also expect to compete with companies that are developing the capacity to produce diesel and other transportation fuels from renewable resources in other ways. These include advanced biofuels companies using specific enzymes that they have developed to convert cellulosic biomass, which is non-food plant material such as wood chips, corn stalks and sugarcane bagasse, into fermentable sugars. Similar to us, some companies are seeking to use engineered enzymes to convert sugars, in some cases from cellulosic biomass and in others from natural sugar sources, into renewable diesel and other fuels. Biodiesel companies convert vegetable oils and animal oils into diesel fuel and some are seeking to produce diesel and other transportation fuels using thermochemical methods to convert biomass into renewable fuels. Petroleum Alternative Companies With the emergence of many new companies seeking to produce chemicals and fuels from alternative sources, we may face increasing competition from alternative fuels and chemicals companies. As they emerge, some of these companies may be able to establish production capacity and commercial partnerships to compete with us. Competitive Factors We believe the primary competitive factors in both the chemicals and fuels markets are: • • • • • product price; product performance and other measures of quality; infrastructure compatibility of products; sustainability; and dependability of supply. We believe that for our chemical products to succeed in the market, we must demonstrate that our products are comparable alternatives to existing products and to any alternative products that are being developed for the same markets based on some combination of product cost, availability, performance, and consumer preference characteristics. With respect to our diesel and other transportation fuels products, we believe that our product must perform as effectively as petroleum-based fuel, or alternative fuels, and be available on a cost-competitive basis. In addition, with the wide range of renewable fuels products under in reaching potential customers and convincing them that our development, we must be successful transportation fuels products are effective and reliable alternatives. Environmental and Other Regulatory Matters involve the use, generation, handling, Our development and production processes storage, transportation and disposal of hazardous chemicals and radioactive and biological materials. We are subject to a variety of federal, state, local and international laws, regulations and permit requirements governing the use, generation, manufacture, transportation, storage, handling and disposal of these materials in the United States, Brazil and other countries where we operate or may operate or sell our products in the future. These laws, regulations and permits can require expensive fees, pollution control equipment or operational changes to limit actual or potential impact of our technology on the environment and violation of these laws could result in significant fines, civil sanctions, permit revocation or costs from environmental 12 remediation. We believe we are currently in substantial compliance with applicable environmental regulations and permitting. However, future developments including our commencement of commercial manufacturing of one or more of our products, more stringent environmental regulation, policies and enforcement, the implementation of new laws and regulations or the discovery of unknown environmental conditions may require expenditures that could have a material adverse effect on our business, results of operations or financial condition. See “Risk Factors — Risks Relating to Our Business — We may incur significant costs complying with environmental laws and regulations, and failure to comply with these laws and regulations could expose us to significant liabilities.” GMM Regulations The use of genetically-modified microorganisms (GMMs), such as our yeast strains, is subject to laws and regulations in many countries. In the United States, the EPA regulates the commercial use of GMMs as well as potential products produced from the GMMs. Various states within the United States could choose to regulate products made with GMMs as well. While the strain of genetically modified yeast that we use, S. cerevisiae, is eligible for exemption from EPA review because the EPA recognizes it as posing a low risk we must satisfy certain criteria to achieve this exemption, including but not limited to use of compliant containment structures and safety procedures. In Brazil, GMMs are regulated by the National Biosafety Technical Commission (or the CTNBio) under its Biosafety Law No. 11.105-2005. We have obtained approval from CTNBio to generally use GMMs under specific conditions in our Campinas facilities and our production plant in Brotas for research and development purposes. In addition, we have received CTNBio approval for commercial use of certain strains of yeast in our Brotas plant. We expect to encounter GMM regulations in most if not all of the countries in which we may seek to make our products, however, the scope and nature of these regulations will likely vary from country to country. If we cannot meet the applicable requirements in countries in which we intend to produce our products using our yeast strains, then our business will be adversely affected. See “Risk Factors — Risks Related to Our Business — Our use of genetically-modified feedstocks and yeast strains to produce our products subjects us to risks of regulatory limitations and rejection of our products.” Chemical Regulations Our renewable chemical products may be subject to government regulations in our target markets. In the United States, the EPA administers the requirements of the TSCA, which regulates the commercial registration, distribution, and use of many chemicals. Before an entity can manufacture or distribute significant volumes of a chemical, it needs to determine whether that chemical is listed in the TSCA inventory. If the substance is listed, then manufacture or distribution can commence immediately. If not, then in most cases a “Chemical Abstracts Service” number registration and pre-manufacture notice must be filed with the EPA, which has 90 days to review the filing. A similar requirement exists in Europe under the Registration, Evaluation, Authorization, and Restriction of Chemical Substances (or REACH) regulation. Fuel Regulations Our diesel and jet fuel is subject to regulation by various government agencies. In the United States, this includes the EPA and the California Air Resources Board (or CARB). In Brazil, this includes Brazilian Agência Nacional do Petróleo, Gas Natural e Biocombustíveis (or ANP). We have completed significant steps to validate our ability to produce a market-accepted diesel product: • • the hydrocarbons in is a hydrocarbon of similar size to many of By design, our diesel petroleum-sourced diesel fuel. Due to the similarity of its chemical composition to that of existing petroleum-sourced diesel, our product has the properties required of diesel fuel and thereby satisfies the ASTM D975 Table 1 specifications for petroleum-derived diesel fuel oils. The EPA, has registered our diesel for use as a 35% blend rate with petroleum diesel in highway vehicles and non-road equipment and we are working to obtain registration for a higher blend with petroleum diesel, which compares to a typical 3-10% blend of other bio-diesel products with petroleum diesel. In Europe, we obtained REACH registration for importing/manufacturing up to 1,000 metric tons of farnesane (our diesel fuel) per year and are pursuing data validation for greater volumes. REACH registration is required for the sale and use of our fuels within the applicable European jurisdictions. 13 • We have received required approvals with ANP for specific uses of our fuel in Brazil and have registered our diesel fuel with the CARB and are pursuing registration or approvals with other relevant regulatory bodies. Our ability to enter the diesel market is also dependent upon our ability to continue to achieve the required regulatory approvals in the global markets in which we will seek to sell our diesel products. These approvals primarily involve clearance by the relevant environmental agencies in the particular jurisdiction. For instance, in 2013, the EPA registered farnesane as a new chemical substance under the TSCA, clearing the way for us to manufacture and sell farnesane without restrictions in the United States. For diesel market access, we must also be validated by a sufficient number of diesel engine manufacturers, vehicle manufacturers or operators of large trucking fleets so that our diesel will have an appropriately large and accessible market. These certification processes include fuel analysis modeling and the testing of engines and their components to ensure that the use of our diesel fuel does not degrade performance or reduce the lifecycle of the engine or cause it to fail to meet emissions standards. We have completed successful engine testing of our diesel fuel with numerous manufacturers including Cummins Engine Company, or Cummins, and Mercedes-Benz Brasil at a blend of up to 10%, and our renewable diesel has received OEM engine warranties from Cummins, Volkswagen AG and Mercedes-Benz Brasil for demonstration purposes. We continue to work with other diesel engine manufacturers to qualify our product for use in their engines. Jet fuel (aviation turbine fuel) validation and specifications are subject to the ASTM International industry consensus process and the ANP national adoption process. Our farnesane is generally approved for use in jet fuel for commercial flights at blends of up to 10%. This jet fuel blend was approved by the ASTM International, in June 2014. ASTM approval is required by U.S. and international regulators before jet fuel can be used commercially. In December 2014, the same jet fuel was approved by ANP, which is an additional step required for Brazil commercialization. For us to maximize our access to the U.S. fuels market for our fuel products, we will also need to obtain EPA and CARB (and potentially other state agencies) certifications for our feedstock pathway and production facilities, including certification of a feedstock lifecycle analysis relating to greenhouse gas emissions. Any delay in obtaining these additional certifications could impair our ability to sell our renewable fuels to refiners, importers, blenders and other parties that produce transportation fuels as they comply with federal and state requirements to include certified renewable fuels in their products. See “Risk Factors — Risks Related to Our Business — We may not be able to obtain regulatory approval for the sale of our renewable products.” Employees As of January 31, 2015, we had 404 full-time employees. Of these employees, 245 were in the United States and 159 were in Brazil. Except for labor union representation for Brazil-based employees based on labor code requirements in Brazil, none of our employees is represented by a labor union or is covered by a collective bargaining agreement. We have never experienced any employment-related work stoppages and consider relations with our employees to be good. Financial Information About Geographic Areas Financial information regarding revenues and long-lived assets by geographic area is included in Note 15, “Reporting Segments” in “Notes to Consolidated Financial Statements” included in this Form 10-K. Business Background and Available Information We organized our business in July 2003 as a California corporation under the name Amyris Biotechnologies, Inc. and have maintained our headquarters and research facilities in the San Francisco Bay Area since that time. In June 2010, we reincorporated in Delaware and changed our name to Amyris, Inc. We commenced research activities in 2005, focusing on the development of an alternative source of artemisinic acid for the treatment of malaria and launched research efforts for production of Biofene in 2006. In 2008, we began to sell third party ethanol to wholesale customers through our Amyris Fuels 14 subsidiary, which generated revenue from the sale of ethanol and reformulated ethanol-blended gasoline to wholesale customers through a network of terminals in the eastern United States. We completed our planned transition out of the ethanol and ethanol-blended gasoline business in the third quarter of 2012, though we continue to maintain the Amyris Fuels subsidiary for activities related to renewable fuel sales. We first established a presence in Brazil in 2008 through the opening of offices and laboratories in Campinas. Our corporate headquarters are located at 5885 Hollis Street, Suite 100, Emeryville, CA 94608, and our telephone number is (510) 450-0761. Our website address is www.amyris.com. The information contained in or accessible through our website or contained on other websites is not deemed to be part of this report on Form 10-K. We are subject to the filing requirements of the Securities Exchange Act of 1934, as amended (or the Exchange Act). Therefore, we file periodic reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain information regarding the the Public Reference Room by calling the Securities and Exchange Commission at operation of 1-800-SEC-0330. In addition, the Securities and Exchange Commission maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically. We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act available free of charge through a link on the Investors section of our website located at www.amyris.com (under “Financial Information — SEC Filings”) as soon as reasonably practicable after they are filed with or furnished to the SEC. ITEM 1A. RISK FACTORS Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information set forth in this Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. If any of the following risks actually occurs, our business, financial condition, results of operations and future prospects could be materially and adversely harmed. The trading price of our common stock could decline due to any of these risks, and, as a result, you may lose all or part of your investment. Risks Related to Our Business We have incurred losses to date, anticipate continuing to incur losses in the future, may never achieve or sustain profitability, have significant outstanding debt and have significant debt service obligations for 2015. We have incurred significant losses in each year since our inception and believe that we will continue to incur losses and negative cash flow from operations into at least 2015. As of December 31, 2014, we had an accumulated deficit of $819.2 million and had cash, cash equivalents and short term investments of $43.4 million. We have significant outstanding debt and contractual obligations related to capital and operating leases, as well as purchase commitments of $2.9 million. As of December 31, 2014, our debt totaled $232.5 million, net of discount of $80.2 million, of which $17.1 million matures within the next twelve months. In addition to upcoming debt maturities, our debt service obligations over the next twelve months are significant, including $9.5 million of anticipated interest payments (excluding interest paid in kind by adding to outstanding principal) and potential early conversion payment of up to approximately $18.9 million (assuming all note holders convert) that could become due at any time after May 15, 2015 under our outstanding convertible promissory notes sold on May 22, 2014 pursuant to Rule 144A of the Securities Act (or 144A Notes). Furthermore, our debt agreements contain various covenants, including restrictions on business that could cause us to be at risk of defaults. We expect to incur additional costs and expenses related to the continued development and expansion of our business, including construction and operation of our manufacturing facilities, contract manufacturing, research and development operations, and operation of our pilot plants and demonstration facility. There can be no assurance that we will ever achieve or sustain profitability on a quarterly or annual basis. 15 We have limited experience producing our products at commercial scale and may not be able to commercialize our products to the extent necessary to sustain and grow our current business. To commercialize our products, we must be successful in using our yeast strains to produce target molecules at commercial scale and at a commercially viable cost in a number of different markets. If we cannot achieve commercially viable production economics for enough products to support our business plan, including through establishing and maintaining sufficient production scale and volume, we will be unable to achieve a sustainable integrated renewable products business. Virtually all of our production capacity is through a purpose-built, large-scale production plant in Brotas, Brazil. This plant commenced operations in 2013, and scaling and running the plant has been, and continues to be, a time-consuming, costly, uncertain and expensive endeavor. Given our limited experience commissioning and operating our own manufacturing facilities and our limited financial resources, we cannot be sure that we will be successful achieving production economics that allow us to meet our plans for commercialization of various products we intend to offer. In addition, until very recently we have only produced Biofene at the Brotas plant. Our attempts to scale production of new molecules at the plant are subject to uncertainty and risk. For example, even to the extent we successfully complete product development in our laboratories and pilot and demonstration facilities, and at contract manufacturing facilities, we may be unable to translate such success to large-scale, purpose-built plants. If this occurs, our ability to commercialize our technology will be adversely affected and we may be unable to produce and sell any significant volumes of our products. Also, with respect to products that we are able to bring to market, we may not be able to lower the cost of production, which would adversely affect our ability to sell such products profitably. We will require significant inflows of cash from financing and collaboration transactions to fund our anticipated operations and to service our debt obligations and may not be able to obtain such financing and collaboration funding on favorable terms, if at all. Our planned 2015 and 2016 working capital needs, our planned operating and capital expenditures for 2015 and 2016, and our ability to service our outstanding debt obligations are dependent on significant inflows of cash from existing and new collaboration partners and cash contribution from growth in renewable product sales. We will continue to need to fund our research and development and related activities and to provide working capital to fund production, storage, distribution and other aspects of our business. Some of our anticipated financing sources, such as research and development collaborations, are subject to the risk that we cannot meet milestones, that the collaborations may end prematurely for reasons that may be outside of our control (including technical infeasibility of the project or a collaborator’s right to terminate without cause), or the collaborations are not yet subject to definitive agreements or mandatory funding commitments and, if needed, we may not be able to secure additional types of financing in a timely manner or on reasonable terms, if at all. The inability to generate sufficient cash flow, as described above, could have an adverse effect on our ability to continue with our business plans and our status as a going concern. If we are unable to raise additional financing, or if other expected sources of funding are delayed or not received, we would take the following actions as early as the second quarter of 2015 to support our liquidity needs through the remainder of 2015 and into 2016: • • • • • Effect significant headcount reductions, particularly with respect to employees not connected to critical or contracted activities across all functions of the company, including employees involved in general and administrative, research and development, and production activities. Shift focus to existing products and customers with significantly reduced investment in new product and commercial development efforts. Reduce production activity at our Brotas facility to levels only sufficient to satisfy volumes required for product revenues forecast from existing products and customers. Reduce expenditures for third party contractors, including consultants, professional advisors and other vendors. Reduce or delay uncommitted capital expenditures, equipment, and information technology projects. including non-essential facility and lab 16 • Closely monitor our working capital position with customers and suppliers, as well as suspend operations at pilot plants and demonstration facilities. The contingency cash plan contemplating these actions is designed to save us an estimated $30.0 million to $40.0 million over the period through March 31, 2016. Implementing this plan could have a negative impact on our ability to continue our business as currently contemplated, including, without limitation, delays or failures in our ability to: • • • Achieve planned production levels; Develop and commercialize products within planned timelines or at planned scales; and Continue other core activities. Furthermore, any inability to scale-back operations as necessary, and any unexpected liquidity needs, could create pressure to implement more severe measures. Such measures could have an adverse effect on our ability to meet contractual requirements, including obligations to maintain manufacturing operations, and increase the severity of the consequences described above. Our existing financing arrangements may cause significant risks to our stockholders and may impact our ability to pursue certain transactions and operate our business. In 2013 and 2014, we completed several equity and debt financings to provide us with cash resources to pursue our business plans. In August 2013, we entered into an agreement to sell up to $73.0 million in convertible promissory notes in private placements over a period of up to 24 months from the date of signing (or the August 2013 Financing). The August 2013 Financing was divided into two tranches, the first of which closed in October 2013 and the second of which closed in January 2014. In the October 2013 closing, we issued a total of $51.8 million in convertible promissory notes for cash proceeds of $7.6 million and cancellation of outstanding promissory notes and convertible promissory notes of $44.2 million (including $35.0 million advanced by one of the investors as a bridge loan earlier in October 2013 and approximately $9.2 million cancelled by Total in connection with its exercise of pro rata rights). In the January 2014 closing, we issued an additional $34.0 million in convertible promissory notes for cash proceeds of $28.0 million and cancellation of outstanding convertible promissory notes of approximately $6.0 million by Total in connection with its further exercise of pro rata rights. The terms of the August 2013 Financing include significant potential reductions in the conversion price for the notes issued in the August 2013 Financing if we do not meet certain performance milestones and other conditions. These conditions, if triggered, could result in further reductions to the conversion price that would cause significant additional dilution to our stockholders if the notes are ultimately converted. In March 2014, we entered into a loan and security agreement with Hercules Technology Growth Capital, Inc. (or Hercules) to make available to Amyris a loan in the aggregate principal amount of up to $25.0 million and in June 2014, we amended such loan and security agreement with Hercules to simplify and remove certain covenants under the original loan facility and we agreed to incur an additional tranche of debt in the aggregate principal amount of $5.0 million (such loan facility, as amended, is referred to as the Hercules Loan Facility). The Hercules Loan Facility generally becomes due on May 31, 2017. We may repay the loaned amounts before the maturity date if we pay an additional fee of 3% of the outstanding loans (1% if after the twelve-month period following the execution of the loan and security agreement in March 2014). With respect to the initial tranche of $25.0 million, we were also required to pay a 1% facility charge at the closing of such transaction and will be required to pay a 10% end of term charge. The Hercules Loan Facility contains customary covenants and also a covenant requiring the Company to maintain unrestricted, unencumbered cash in an amount equal to at least 50% of the remaining principal amount then outstanding under the Hercules Loan Facility. The Hercules Loan Facility includes customary events of default, including failure to pay amounts due, breaches of covenants and warranties, material adverse effect events, certain cross defaults and judgments, and insolvency. If an event of default occurs, Hercules may require immediate repayment of all amounts due. In April 2014, we entered into a letter agreement dated as of March 29, 2014 (or the March 2014 Total Letter Agreement) with Total to amend our Amended and Restated Master Framework Agreement (included as part of Shareholders Agreement dated December 2, 2013 and License Agreement dated 17 December 2, 2013 with Total Amyris BioSolutions B.V. (or License Agreement) and related documents (collectively, referred to as the JV Documents) entered into by and among Amyris, Total and Total Amyris BioSolutions B.V. (or JVCO) relating to the establishment of JVCO in December 2013). Under the March 2014 Total Letter Agreement, we agreed to, among other things, (i) amend the conversion price of convertible notes to be issued in 2014 and 2015 (for up to an aggregate of $21.7 million) from $7.0682 to $4.11 subject to stockholder approval at our 2014 annual meeting (to the extent required by applicable law or regulation), and (ii) extend the period during which Total may exchange for other Amyris securities certain outstanding convertible promissory notes in connection with its exercise of its existing pro rata rights from June 30, 2014 to the later of December 31, 2014 and the date on which Amyris raises $75.0 million of equity and convertible debt financing (excluding any convertible promissory notes issued pursuant to that certain Securities Purchase Agreement dated July 30, 2012 by and between Amyris and Total). In consideration of these agreements, Total agreed to waive its right not to consummate the closing of the issuance of the notes to be issued in 2014 and 2015 if it decides not to proceed with the collaboration and makes a “No-Go” decision with respect thereto. In two installments that occurred in July 2014 and January 2015, respectively, we sold and issued $21.7 million in convertible notes to Total. Each installment was in the amount of $10.85 million. In May 2014, we closed on the offering and sale of $75.0 million aggregate principal amount of 6.50% Convertible Senior Notes due 2019 pursuant to a Purchase Agreement (or the 144A Purchase Agreement) with Morgan Stanley & Co. LLC for resale to certain qualified institutional buyers, (such offering, the 144A Offering). If our outstanding convertible promissory notes (including those issued in the August 2013 Financing, those issued to Total in connection with our fuels collaboration and those issued pursuant to the 144A Offering) are not converted or cancelled, we may not have sufficient cash to repay the notes when they become due, which could result in insolvency and related issues. In addition, we were required to agree to significant covenants in connection with our debt financing transactions that have an impact on our ability to engage in certain transactions. For example, the purchase agreement for the August 2013 Financing (or the August 2013 SPA) requires us to obtain the consent of a majority of the purchasers from the August 2013 Financing before completing any change-of-control transaction, or purchasing assets in one transaction or a series of related transactions in an amount greater than $20.0 million, in each case while the notes are outstanding. We also agreed to provide the purchasers in the August 2013 Financing with pro rata rights under which they could cancel up to the full amount of their outstanding notes to pay for new equity securities if we raise additional financing during the term of the notes, which could delay or prevent us from obtaining additional financing if the holders of the notes sold in the August 2013 financing do not support it or such holders intend to exercise their right to cancel and exchange their outstanding notes for new securities and the prospective purchasers of new securities do not support such cancellation and exchange. Also, our outstanding convertible promissory notes (and related agreements) and the Hercules loan agreement include a minimum unrestricted, unencumbered cash covenant and other covenants that restrict us from raising additional financing through debt issuances without consent of these lenders; this could also slow down or limit our ability to pursue debt funding if the holders of our outstanding convertible promissory notes or Hercules do not support it. Additionally, under the 144A Notes, in the event of certain fundamental corporate transactions, such as a change of control, the conversion rate of the 144A Notes will be adjusted in favor of the holders of such notes and the holders have the option to require us to purchase their notes. This could lead to, among other things, liquidity difficulties should we not have sufficient cash when holders elect to cause us to purchase the notes and significant dilution to our stockholders if the conversion rate is adjusted, or could delay or prevent a change of control, including a merger, consolidation or other business combination involving us, or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would otherwise benefit our stockholders. To the extent we issue convertible promissory notes or other debt instruments in the future, we would become subject to various additional covenants, including restrictions on our business or assets, that could cause us to be at risk of defaults. Further, there is no guarantee we will be able to obtain waivers to our existing covenants, to the extent necessary to undertake future financings. 18 To the extent we obtain funding through the issuance of additional equity securities, our existing stockholders will experience further dilution. In 2014, we completed private placements of our common stock that resulted in the issuance of approximately 943,396 shares of our common stock. Also, in 2014, we issued approximately $119.9 million in senior convertible promissory notes that are or may become convertible into common stock. As of December 31, 2014, we had issued and outstanding an aggregate total of $255.7 million in senior convertible promissory notes, including interest payable in kind on certain of such notes, that are or may become convertible into common stock. As of December 31, 2014, such issued and outstanding convertible promissory notes consisted of the following: • • • • • $48.3 million of convertible promissory notes with a conversion price of $7.0682 per share, which were issued under agreements signed in 2012, including the arrangement with Total for research and development-related funding, $30.0 million of convertible promissory notes with a conversion price of $3.08 per share and, $10.85 million of convertible promissory notes with a conversion price of $4.11 per share, all of which were issued pursuant to our arrangement with Total for research and development-related funding, $57.4 million in convertible promissory notes that are convertible into common stock at an initial conversion price of $2.44 per share issued under the first tranche of the August 2013 Financing (or Tranche I Notes), $34.0 million in convertible promissory notes that are convertible into common stock at an initial conversion price of $2.87 per share issued under the second tranche of the August 2013 Financing (or Tranche II Notes), and $75.0 million in convertible promissory notes that are convertible into common stock at a conversion price of $3.74 per share issued in the 144A Offering. In January 2015, we issued an additional $10.85 million senior convertible promissory note with a conversion price of $4.11 per share to Total as part of a planned second installment contemplated by the research and development-related funding closing in July 2014. In addition, in connection with the initial closing of the August 2013 Financing, we issued to Maxwell (Mauritius) Pte Ltd, (or Temasek) a warrant to purchase 1,000,000 shares of our common stock at an exercise price of $0.01 per share, exercisable if and to the extent Total converts certain preexisting convertible promissory notes. We may undertake further equity or debt offerings in the future in order to grow our business, fund operations or service our existing debt obligations. To the extent we issue further common stock, convertible promissory notes or other equity instruments, such issuances may cause further dilution to our existing stockholders. Our substantial indebtedness and may place us at a competitive disadvantage in our industry. leverage could adversely affect our ability to fulfill our obligations under our existing As of December 31, 2014, we had $312.7 million of indebtedness outstanding, of which $121.1 million was secured indebtedness. The foregoing amount of indebtedness does not include approximately $0.3 million in aggregate liabilities of our subsidiaries that we have guaranteed and on which we are primarily liable. As previously described, we may incur additional indebtedness from time to time to finance working capital, product development efforts, strategic acquisitions, investments and alliances, capital expenditures or other general corporate purposes, subject to the restrictions contained in our existing indebtedness and in any other agreements under which we incur indebtedness. Our significant indebtedness and debt service requirements could adversely affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities. For example, our high level of indebtedness presents the following risks: 19 • • • • • we will be required to use a substantial portion of our cash flow from operations to pay principal and interest on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, product development efforts, acquisitions, investments and strategic alliances and other general corporate requirements; our substantial leverage increases our vulnerability to economic downturns and adverse competitive and industry conditions and could place us at a competitive disadvantage compared to those of our competitors that are less leveraged; our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and our industry and could limit our ability to pursue other business opportunities, borrow more money for operations or capital in the future and implement our business strategies; our level of indebtedness and the covenants within our debt instruments may restrict us from raising additional financing on satisfactory terms to fund working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances, and other general corporate requirements; and and our substantial leverage may make it difficult for us to attract additional financing when needed. If we are at any time unable to generate sufficient cash flow from operations to service our indebtedness when payment is due, we may be required to attempt to renegotiate the terms of the instruments relating to the indebtedness, seek to refinance all or a portion of the indebtedness or obtain additional financing. There can be no assurance that we will be able to successfully renegotiate such terms, that any such refinancing would be possible or that any additional financing could be obtained on terms that are favorable or acceptable to us. A failure to comply with the covenants and other provisions of our debt instruments, including any failure to make a payment when required, could result in events of default under such instruments, and which could permit acceleration of such indebtedness. If such indebtedness is accelerated, it could also constitute an event of default under our other outstanding indebtedness. Any required repayment of our indebtedness as a result of acceleration or otherwise would lower our current cash on hand such that we would not have those funds available for use in our business or for payment on other outstanding indebtedness. Servicing our indebtedness requires a significant amount of cash and our ability to generate cash may be affected by factors beyond our control. Our business may not generate cash flow in an amount sufficient to enable us to pay the principal of, or interest on, our indebtedness, or to fund our other liquidity needs, including working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances, and other general corporate requirements. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. There can be no assurance that: • • • • we will generate sufficient cash inflows from collaborations; our business will generate sufficient cash flow from operations; we will realize cost savings, revenue growth and operating improvements resulting from the execution of our long-term plan; or future sources of funding will be available to us in amounts or on the terms sufficient to enable us to fund our liquidity needs. If we cannot fund our liquidity needs, we will have to take actions such as selling assets, restructuring or refinancing our indebtedness, seeking additional equity capital or reducing or delaying capital expenditures, product development efforts, strategic acquisitions, investments and alliances. Such actions could further negatively impact our ability to generate cash flows. We cannot assure you that any of these remedies could, if necessary, be effected on commercially reasonable terms, or at all, or that they would 20 permit us to meet our scheduled debt service obligations. Our Hercules Loan Facility limits our ability to dispose of assets and, as a result, we may not be allowed, under that document or the terms of any indebtedness we may incur in the future, to engage in such dispositions to satisfy our debt service obligations. In addition, if we incur additional indebtedness, the risks associated with our substantial leverage, including the risk that we will be unable to service our indebtedness or generate enough cash flow to fund our liquidity needs, could intensify. Restrictive covenants in our Hercules Loan Facility and the terms of our existing convertible notes, and the terms of any indebtedness we may incur in the future, may materially restrict our ability to operate. The agreements governing our existing indebtedness, and any indebtedness we may incur in the future, contain, and may contain, affirmative and negative covenants that materially limit our ability to take certain actions, including our ability to incur indebtedness, pay dividends, make certain investments and other payments, enter into certain mergers and consolidations, and encumber and dispose of assets, including some of our intellectual property. The breach of any of these covenants or the failure by us to meet any of these conditions would result in a default under any or all of such indebtedness. If a default occurs under any such indebtedness, all of the outstanding obligations thereunder could become immediately due and payable. If such indebtedness is accelerated, it may result in a default under our other outstanding indebtedness and could lead to an acceleration of such other outstanding indebtedness. Our ability to comply with the provisions of our debt agreements, including debt agreements we may enter into in the future, can be affected by events beyond our control. A default under any debt instrument, if not cured or waived, could result in a material adverse effect on us. We may not have the cash available and may not be able to raise financing in an amount sufficient to pay the indebtedness due as a result of the default or any other indebtedness that may become due as a result of such acceleration. Our GAAP operating results could fluctuate substantially due to the accounting for the early conversion payment features of outstanding convertible promissory notes. Several of our outstanding convertible debt instruments are accounted for under Accounting Standards Codification 815, Derivatives and Hedging (or ASC 815) as an embedded derivative. For instance, with respect to our 144A Notes, if the holders elect convert their 144A Notes on or after May 15, 2015, and if the last reported sale price of our common stock for 20 or more trading days (whether or not consecutive) in a period of 30 consecutive trading days ending within five trading days immediately prior to the date we receive a notice of such election exceeds the conversion price in effect on each such trading day, such converting holders will receive an early conversion payment equal to the present value of the remaining scheduled payments of interest that would have been made on the 144A Notes being converted from the earlier of the date that is three years after the date we receive such notice of conversion and maturity of the 144A Notes. The early conversion payment feature of the 144A Notes is accounted for under Accounting Standards Codification 815, Derivatives and Hedging (or ASC 815) as an embedded derivative. ASC 815 requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The fair value of the derivative is remeasured to fair value at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value of the derivative being charged to earnings (loss). We have determined that we must bifurcate and account for the Early Conversion Payment feature of the notes as an embedded derivative in accordance with ASC 815. We have recorded this embedded derivative liability as a non-current liability on our consolidated balance sheet with a corresponding debt discount at the date of issuance that is netted against the principal amount of the 144A Notes. The derivative liability is remeasured to fair value at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value of the derivative liability being recorded in other income and loss. There is no current observable market for this type of derivative and, as such, we determine the fair value of the embedded derivative using the binomial lattice model.The valuation model uses the stock price, conversion price, maturity date, risk-free interest rate, estimated stock volatility and estimated credit spread. Changes in the inputs for these valuation models may have a significant impact on the estimated fair value of the embedded derivative liabilities. For example, an increase in the company’s stock price results in an increase in the estimated fair value of the embedded derivative liabilities. The embedded derivative liability may have, on a GAAP basis, a substantial effect on our balance sheet from quarter to quarter and it is difficult to predict the effect on our future GAAP financial results, since valuation of these embedded derivative liabilities are based on factors largely outside of our control and may have a negative impact on our earnings and balance sheet. 21 If our major production facilities do not successfully commence or scale up operations, our customer relationships, business and results of operations may be adversely affected. A substantial component of our planned production capacity in the near and long term depends on successful operations at our initial and planned large-scale production plants in Brazil. We are in the early stages of operating our first purpose-built, large-scale production plant in Brotas, Brazil and may complete construction of certain other facilities in the coming years. Delays or problems in the construction, start-up or operation of these facilities will cause delays in our ramp-up of production and hamper our ability to reduce our production costs. Delays in construction can occur due to a variety of factors, including regulatory requirements and our ability to fund construction and commissioning costs. For example, in 2012 we determined it was necessary to delay further construction of our large-scale manufacturing facility with São Martinho in order to focus on the construction and commissioning of our Brotas facility. Once our large-scale production facilities are built, we must successfully commission them and they must perform as we have designed them. If we encounter significant delays, cost overruns, engineering issues, supply constraints, unexpected equipment contamination problems, equipment or maintenance requirements, safety issues, work stoppages or other serious challenges in bringing these facilities online and operating them at commercial scale, we may be unable to produce our initial renewable products in the time frame we have planned. For example, we have just begun using our plant at Brotas to produce molecules beyond Biofene, and we have, until recently, only successfully produced Biofene at scale at the plant. In order to produce additional molecules at Brotas, we have been and will be required to perform thorough transition activities, and modify the design of the plant. Any modifications to the production plant could cause complications in the start-up and operations of the plant, which could result in delays or failures in production. We may also need to continue to use contract manufacturing sources more than we expect (e.g., if the modifications to the Brotas plant are not successful or have a negative impact on the plant’s operations), which would reduce our anticipated gross margins and may prevent us from accessing certain markets for our products. Further, if our efforts to increase (or commence, as the case may be) production at these facilities are not successful, other mill owners in Brazil or elsewhere may decide not to work with us to develop additional production facilities, demand more favorable terms or delay their commitment to invest capital in our production. raw material Our reliance on the large-scale production plant in Brotas, Brazil subjects us to execution and economic risks. Our decision to focus our efforts for production capacity on the manufacturing facility in Brotas, Brazil means that we have limited manufacturing sources for our products in 2015 and beyond. Accordingly, any failure to establish operations at that plant could have a significant negative impact on our business, including our ability to achieve commercial viability for our products. With the facility in Brotas, Brazil, we are, for the first time, operating a commercial fermentation and separation facility ourselves. We may face unexpected difficulties associated with the operation of the plant. For example, we have in the past, at certain contract manufacturing facilities and at the Brotas facility, encountered delays and difficulties in ramping up production based on contamination in the production process, problems with plant utilities, lack of automation and related human error, issues arising from process modifications to reduce costs and adjust product specifications or transition to producing new molecules, and other similar challenges. We cannot be certain that we will be able to remedy all of such challenges quickly or effectively enough to achieve commercially viable near-term production costs and volumes. To the extent we secure collaboration arrangements with new or existing partners, we may be required to make significant capital investments at our existing or new facilities in order to produce molecules or other products for such collaborations. Any failure or difficulties in establishing, building up or retooling our operations for these new collaboration arrangements could have a significant negative impact on our business, including our ability to achieve commercial viability for our products, lead to the inability to meet our contractual obligations and could cause us to allocate capital, personnel and other resources from our organization which could adversely affect our business and reputation. As part of our arrangement to build the plant in Brotas, Brazil we have an agreement with Tonon to purchase from Tonon sugarcane juice corresponding to a certain number of tons of sugarcane per year, along with specified water and vapor volumes. Until this annual volume is reached, we are restricted from purchasing sugarcane juice for processing in the facility from any third party, subject to limited exceptions, 22 unless we pay the premium to Tonon that we would have paid if we bought the juice from them. As such, we will be relying on Tonon to supply such juice and utilities on a timely basis, in the volumes we need, and at competitive prices. If a third party can offer superior prices and Tonon does not consent to our purchasing from such third party, we would be required to pay Tonon the applicable premium, which would have a negative impact on our production cost. Furthermore, we agreed to pay a price for the juice that is based on the lower of the cost of two other products produced by Tonon using such juice, plus a premium. Tonon may not want to sell sugarcane juice to us if the price of one of the other products is substantially higher than the one setting the price for the juice we purchase. While the agreement provides that Tonon would have to pay a penalty to us if it fails to supply the agreed-upon volume of juice for a given month, the penalty may not be enough to compensate us for the increased cost if third-party suppliers do not offer competitive prices. Also, if the prices of the other products produced by Tonon increase, we could be forced to pay those increased prices for production without a related increase in the price at which we can sell our products, reducing or eliminating any margins we can otherwise achieve. If in the future these supply terms no longer provide a viable economic structure for the operation in Brotas, Brazil we may be required to renegotiate our agreement, which could result in manufacturing disruptions and delays. Furthermore, as we continue to scale up production of our products, both through contract manufacturers and at our large-scale production plant in Brotas, Brazil, we may be required to store increasing amounts of our products for varying periods of time and under differing temperatures or other conditions that cannot be easily controlled, which may lead to a decrease in the quality of our products and their utility profiles and could adversely affect their value. If our stored products degrade in quality, we may suffer losses in inventory and incur additional costs in order to further refine our stored products or we may need to make new capital investments in shipping, improved storage or sales channels and related logistics. Our joint venture with São Martinho S.A. subjects us to certain legal and financial terms that could adversely affect us. We have various agreements with São Martinho that contemplate construction of another large-scale manufacturing facility as a joint venture in Brazil. Under these agreements, we are responsible for designing and managing the construction project, and are responsible for the initial construction costs. We projected the construction costs of the project to be approximately $100.0 million. While we completed a significant portion of the construction of the plant before 2012, we delayed further construction and commissioning of the plant while we constructed and commissioned our production plant in Brotas, Brazil and we expect to continue to defer the project for SMA Indústria Química (or SMA), our joint venture with São Martinho for the near term based on economic considerations and to allow us to focus on operations at our production plant in Brotas, Brazil. We entered into an amendment to the joint venture agreement with São Martinho in February 2014 which updated and documented certain preexisting business plan requirements related to the start-up of construction at the plant and set forth, among other things, (i) the extension of the deadline for the commencement of operations at the joint venture operated plant to no later than 18 months following the construction of the plant, which is required to occur no later than March 31, 2017, and (ii) the extension of an option held by São Martinho to build a second large-scale farnesene production facility to no later than December 31, 2018 with the commencement of operations at such second facility to occur no later than April 1, 2019. While São Martinho was obligated to contribute up to approximately R$61.8 million (approximately US$23.3 million based on the exchange rate as of December 31, 2014) to the construction of the original plant, such contributions depended on, among other things, successful commencement of operations at the plant. Notwithstanding the February 2014 amendment to the joint venture agreement, based on our shifting manufacturing priorities and uncertainty regarding financing availability, we cannot currently predict exactly when or if our facility at São Martinho will be completed or commence commercial operations, which means that São Martinho’s anticipated contribution will continue to be delayed and may never occur. São Martinho holds rights with respect to the termination and acquisition of our interests in SMA. For instance, if Amyris Brasil becomes controlled, directly or indirectly, by a competitor of São Martinho, then São Martinho has the right to acquire our interest in the joint venture and if São Martinho becomes controlled, directly or indirectly, by a competitor of ours, then we have the right to sell our interest in the joint venture to São Martinho. In either case, the purchase price 23 is to be determined in accordance with the joint venture agreements, as amended, and we would continue to have the obligation to acquire products produced by the joint venture for the remainder of the term of the supply agreement then in effect even though we might no longer be involved in the joint venture’s management. If we are ultimately successful in establishing the plant at São Martinho, the agreements governing the joint venture subject us to terms that may not be favorable to us under certain conditions. For example, we are required to purchase the output of the joint venture for the first four years at a price that guarantees the return of São Martinho’s investment plus a fixed surcharge rate. We may not be able to sell the output at a price that allows us to achieve anticipated, or any, level of profitability on the product we acquire under these terms. Similarly, the return that we are required to provide the joint venture for products after the first four years may have an adverse effect on the profitability we achieve from acquiring the mill’s output. Additionally, we are required to purchase the output of the joint venture regardless of whether we have a customer for such output, and our results of operations and financial condition would be adversely affected if we are unable to sell the output that we are required to purchase. Loss or termination of contract manufacturing relationships could harm our ability to meet our production goals. As we have focused on building and commissioning our own plant and improving our production economics, we have reduced our use of contract manufacturing and have terminated relationships with some of our contract manufacturing partners. The failure to have multiple available supply options for farnesene or other target molecules could create a risk for us if a single source or a limited number of sources of manufacturing runs into operational issues. In addition, if we are unable to secure the services of contract manufacturers when and as needed, we may lose customer opportunities and the growth of our business may be impaired. We cannot be sure that contract manufacturers will be available when we need their services, that they will be willing to dedicate a portion of their capacity to our projects, or that we will be able to reach acceptable price and other terms with them for the provision of their production services. If we shift priorities and adjust anticipated production levels (or cease production altogether) at contract manufacturing facilities, such adjustments or cessations could also result in disputes or otherwise harm our business relationships with contract manufacturers. In addition, reducing or stopping production at one facility while increasing or starting up production at another facility generally results in significant losses of production efficiency, which can persist for significant periods of time. Also, in order for production to commence under our contract manufacturing arrangements, we generally must provide equipment, and we cannot be assured that such equipment can be ordered or installed on a timely basis, at acceptable costs, or at all. Further, in order to establish new manufacturing facilities, we need to transfer our yeast strains and production processes from lab to commercial plants controlled by third parties, which may pose technical or operational challenges that delay production or increase our costs. Our use of contract manufacturers exposes us to risks relating to costs, contractual terms and logistics. While we have commenced commercial production at the Brotas, Brazil plant, we continue to commercially produce, process and manufacture some specialty molecules through the use of contract manufacturers, and we anticipate that we will continue to use contract manufacturers for the foreseeable future for chemical conversion and production of end-products and, to mitigate cost and volume risks at our large-scale production facilities, for production of Biofene and other fermentation target compounds. Establishing and operating contract manufacturing facilities requires us to make significant capital expenditures, which reduces our cash and places such capital at risk. For example, based on an evaluation of our assets associated with contract manufacturing facilities and anticipated levels of use of such facilities, we recorded a loss of $0.7 million from write-off of assets related to contract manufacturing (included in loss on purchase commitments and write off of property, plant and equipment of approximately $1.8 million in the year ended December 31, 2014). Also, contract manufacturing agreements may contain terms that commit us to pay for capital expenditures and other costs incurred or expected to be earned by the plant operators and owners, which can result in contractual liability and losses for us even if we terminate a particular contract manufacturing arrangement or decide to reduce or stop production under such an arrangement. For example, in June 2013, we entered into a termination agreement with a contract manufacturer that required us to make payments totaling $8.8 million in 2013, of which $3.6 million was to satisfy outstanding obligations and $5.2 million was in lieu of additional payments otherwise owed. 24 The locations of contract manufacturers can pose additional cost, logistics and feedstock challenges. If production capacity is available at a plant that is remote from usable chemical finishing or distribution facilities, or from customers, we will be required to incur additional expenses in shipping products to other locations. Such costs could include shipping costs, compliance with export and import controls, tariffs and additional taxes, among others. In addition, we may be required to use feedstock from a particular region for a given production facility. The feedstock available in a particular region may not be the least expensive or most effective feedstock for production, which could significantly raise our overall production cost or reduce our product’s quality until we are able to optimize the supply chain. If we are unable to reduce our production costs, we may not be able to produce our products at competitive prices and our ability to grow our business will be limited. In order to be competitive in the markets we are targeting, our products must have superior qualities or be competitively priced relative to alternatives available in the market. Currently, our costs of production are not low enough to allow us to offer some of our planned products at competitive prices relative to alternatives available in the market. Our production costs depend on many factors that could have a negative effect on our ability to offer our planned products at competitive prices, including, in particular, our ability to establish and maintain sufficient production scale and volume, and feedstock cost. For example, see the risk factors, “Risks Related to Our Business — We have limited experience producing our products at commercial scale and may not be able to commercialize our products to the extent necessary to sustain and grow our current business,” “Risks Related to Our Business — Our manufacturing operations require sugar feedstock, and the inability to obtain such feedstock in sufficient quantities or in a timely manner, or at reasonable prices, may limit our ability to produce products profitably or at all,” and “Risks Related to Our Business — The price of sugarcane and other feedstocks can be volatile as a result of changes in industry policy and may increase the cost of production of our products.” We face financial risk associated with scaling up production to reduce our production costs. To reduce per-unit production costs, we must increase production to achieve economies of scale and to be able to sell our products with positive margins. However, if we do not sell production output in a timely manner or in sufficient volumes, our investment in production will harm our cash position and generate losses. Additionally, we may incur added costs in storage and we may face issues related to the decrease in quality of our stored products, which could adversely affect the value of such products. Since achieving competitive product prices generally requires increased production volumes and our manufacturing operations and cash flows from sales are in their early stages, we have had to produce and sell products at a loss in the past, and may continue to do so as we build our business. If we are unable to achieve adequate revenues from a combination of product sales and other sources, we may not be able to invest in production and we may not be able to pursue our business plans. Key factors beyond production scale and feedstock cost that impact our production costs include yield, productivity, separation efficiency and chemical process efficiency. Yield refers to the amount of the desired molecule that can be produced from a fixed amount of feedstock. Productivity represents the rate at which our product is produced by a given yeast strain. Separation efficiency refers to the amount of desired product produced in the fermentation process that we are able to extract and the time that it takes to do so. Chemical process efficiency refers to the cost and yield for the chemical finishing steps that convert our target molecule into a desired product. In order to successfully enter transportation fuels and certain chemical markets, we must produce those products at significantly lower costs, which will require both substantially higher yields than we have achieved to date and other significant improvements in production efficiency, including in productivity and in separation and chemical process efficiencies. There can be no assurance that we will be able to make these improvements or reduce our production costs sufficiently to offer our planned products at competitive prices, and any such failure could have a material adverse impact on our business and prospects. Our ability to establish substantial commercial sales of our products is subject to many risks, any of which could prevent or delay revenue growth and adversely impact our customer relationships, business and results of operations. There can be no assurance that our products will be approved or accepted by customers, that customers will choose our products over competing products, or that we will be able to sell our products 25 profitably at prices and with features sufficient to establish demand. The markets we have entered first are primarily those for specialty chemical products used by large consumer products or specialty chemical companies. In entering these markets, we have sold and we intend to sell our products as alternatives to chemicals currently in use, and in some cases the chemicals that we seek to replace have been used for many years. The potential customers for our molecules generally have well developed manufacturing processes and arrangements with suppliers of the chemical components of their products and may have a resistance to changing these processes and components. These potential customers frequently impose lengthy and complex product qualification procedures on their suppliers, influenced by consumer preference, manufacturing considerations such as process changes and capital and other costs associated with transitioning to alternative components, supplier operating history, established business relationships and agreements, regulatory issues, product liability and other factors, many of which are unknown to, or not well understood by, us. Satisfying these processes may take many months or years. If we are unable to convince these potential customers (and the consumers who purchase products containing such chemicals) that our products are comparable to the chemicals that they currently use or that the use of our products is otherwise to their benefit, we will not be successful in entering these markets and our business will be adversely affected. In order for our diesel fuel to be accepted in various countries around the world, a significant number of diesel engine manufacturers or operators of large trucking fleets, must determine that the use of our fuels in their equipment will not invalidate product warranties and that they otherwise regard our diesel fuel as an acceptable fuel so that our diesel fuel will have appropriately large and accessible addressable markets. In addition, we must successfully demonstrate to these manufacturers that our fuel does not degrade the performance or reduce the life cycle of their engines or cause them to fail to meet applicable emissions standards. These certification processes include fuel analysis modeling and the testing of engines and their components to ensure that the use of our diesel fuel or jet fuel does not degrade performance or reduce the lifecycle of the engine or cause them to fail to meet applicable emissions standards. Additionally, we may be subject to product safety testing and may be required to meet certain regulatory and/or product safety standards. Meeting these standards can be a time consuming and expensive process, and we may invest substantial time and resources into such qualification efforts without ultimately securing approval. To date, our diesel fuel has achieved limited approvals from certain engine manufacturers, but we cannot be assured that other engine or vehicle manufacturers or fleet operators, will approve usage of our fuels. To distribute our diesel fuel, we must also meet requirements imposed by pipeline operators and fuel distributors. If these operators impose volume or other limitations on the transport of our fuels, our ability to sell our fuels may be impaired. Our ability to enter the fuels market is also dependent upon our ability to continue to achieve the required regulatory approvals in the global markets in which we will seek to sell our fuel products. These approvals primarily involve clearance by the relevant environmental agencies in the particular jurisdiction and are described below under the risk factors, “Risks Related to Our Business — Our use of genetically-modified feedstocks and yeast strains to produce our products subjects us to risks of regulatory limitations and rejection of our products,” “Risks Related to Our Business — We may not be able to obtain regulatory approval for the sale of our renewable products,” and “Risks Related to Our Business — We may incur significant costs complying with environmental laws and regulations, and failure to comply with these laws and regulations could expose us to significant liabilities.” We expect to face competition for our specialty chemical and transportation fuels products from providers of petroleum-based products and from other companies seeking to provide alternatives to these products, and if we cannot compete effectively against these companies or products we may not be successful in bringing our products to market or further growing our business after we do so. We expect that our renewable products will compete with both the traditional, largely petroleum-based specialty chemical and fuels products that are currently being used in our target markets and with the alternatives to these existing products that established enterprises and new companies are seeking to produce. In the specialty chemical markets that we have initially sought to enter, and in other chemical markets that we may seek to enter in the future, we will compete primarily with the established providers of chemicals currently used in products in these markets. Producers of these incumbent products include 26 global oil companies, large international chemical companies and companies specializing in specific products, such as squalane or essential oils. We may also compete in one or more of these markets with products that are offered as alternatives to the traditional petroleum-based or other traditional products being offered in these markets. In the transportation fuels market, we expect to compete with independent and integrated oil refiners, advanced biofuels companies and biodiesel companies. Refiners compete with us by selling traditional fuel products and some are also pursuing hydrocarbon fuel production using non-renewable feedstocks, such as natural gas and coal, as well as processes using renewable feedstocks, such as vegetable oil and biomass. We also expect to compete with companies that are developing the capacity to produce diesel and other transportation fuels from renewable resources in other ways. These include advanced biofuels companies using specific enzymes that they have developed to convert cellulosic biomass, which is non-food plant material such as wood chips, corn stalks and sugarcane bagasse, into fermentable sugars. Similar to us, some companies are seeking to use engineered microbes, such as as yeast, bacteria and algae, to convert sugars, in some cases from cellulosic biomass and in others from more refined sugar sources, into renewable diesel and other fuels. Biodiesel companies convert vegetable oils and animal oils into diesel fuel and some are seeking to produce diesel and other transportation fuels using thermochemical methods to convert biomass into renewable fuels. With the emergence of many new companies seeking to produce chemicals and fuels from alternative sources, we may face increasing competition from alternative fuels and chemicals companies. As they emerge, some of these companies may be able to establish production capacity and commercial partnerships to compete with us. If we are unable to establish production and sales channels that allow us to offer comparable products at attractive prices, we may not be able to compete effectively with these companies. We believe the primary competitive factors in both the chemicals and fuels markets are: • • • • • product price; product performance and other measures of quality; infrastructure compatibility of products; sustainability; and dependability of supply. The oil companies, large chemical companies and well-established agricultural products companies with whom we compete are much larger than us, have, in many cases, well developed distribution systems and networks for their products, have valuable historical relationships with the potential customers we are seeking to serve and have much more extensive sales and marketing programs in place to promote their products. In order to be successful, we must convince customers that our products are at least as effective as the traditional products they are seeking to replace and we must provide our products on a cost basis that does not greatly exceed these traditional products and other available alternatives. Some of our competitors may use their influence to impede the development and acceptance of renewable products of the type that we are seeking to produce. We believe that for our chemical products to succeed in the market, we must demonstrate that our products are comparable alternatives to existing products and to any alternative products that are being developed for the same markets based on some combination of product cost, availability, performance, and consumer preference characteristics. With respect to our diesel and other transportation fuels products, we believe that our product must perform as effectively as petroleum-based fuel, or alternative fuels, and be available on a cost basis that does not greatly exceed these traditional products and other available alternatives. In addition, with the wide range of renewable fuels products under development, we must be successful in reaching potential customers and convincing them that ours are effective and reliable alternatives. Our relationship with our strategic partner, Total, and certain rights we have granted to Total and other existing stockholders in relation to our future securities offerings have substantial impacts on our company. We have a license, development, research and collaboration agreement with Total, under which we may develop, produce and commercialize products with Total. Under this agreement, Total has a right of first 27 negotiation with respect to certain exclusive commercialization arrangements that we would propose to enter into with third parties, as well as the right to purchase any of our products on terms not less favorable than those offered to or received by us from third parties in any market where Total or its affiliates have a significant market position. These rights might inhibit potential strategic partners or potential customers from entering into negotiations with us about future business opportunities. Total also has the right to terminate this agreement if we undergo a sale or change of control to certain entities, which could discourage a potential acquirer from making an offer to acquire us. Under certain other agreements with Total related to their original investment in our capital stock, for as long as Total owns 10% of our voting securities, it has rights to an exclusive negotiation period if our Board of Directors decides to sell our company. Total also has the right to designate one director to serve on our Board of Directors. Also, in connection with Total’s investments, our certificate of incorporation includes a provision that excludes Total from prohibitions on business combinations between Amyris and an “interested stockholder”. These provisions could have the effect of discouraging potential acquirers from making offers to acquire us, and give Total more access to Amyris than other stockholders if Total decides to pursue an acquisition. Additionally, in connection with subsequent investments by Total in Amyris, we granted Total, among other investors, a right of first investment if we propose to sell securities in a private placement financing transaction. With these rights, Total and other investors may subscribe for a portion of any new financing and require us to comply with certain notice periods, which could discourage other investors from participating, or cause delays, in our ability to close such a financing. Further, Total and other holders of notes issued in the first and second tranches of the August 2013 Financing (or, Tranche I Notes and Tranche II Notes, respectively) have a right to cancel certain outstanding Tranche I Notes and Tranche II Notes to exercise pro rata rights under the August 2013 SPA. To the extent Total and other investors exercise these rights, it will reduce the cash proceeds we may realize from the relevant financing. Additionally, under agreements originally signed in July 2012, as subsequently amended. Total previously had the right to cancel up to $30.0 million of certain outstanding convertible promissory notes. Total has since, in financings that closed in December 2012, October 2013, December 2013, January 2014, and May 2014 used and extinguished that right (with approximately $9.7 million of such rights extinguished by agreement of Amyris and Total in connection with the 144A Offering in May 2014 when we used approximately $9.7 million of the proceeds from the 144A Offering to repay certain senior secured convertible notes held by Total, which equaled the amount of Total’s participation in the 144A Offering). Our joint venture with Total limits our ability to independently develop and commercialize Biofene-based diesel and jet fuels. In July 2012 and December 2013, we entered into a series of agreements with Total to establish a research and development program and form a joint venture to produce and commercialize Biofene-based diesel and jet fuels. With an exception for our fuels business in Brazil, the collaboration and joint venture establish the exclusive means for us to develop, produce and commercialize fuels from Biofene. We granted the joint venture exclusive licenses under certain of our intellectual property to make and sell joint venture products. We also granted the joint venture, in the event of a buy-out of our interest in the joint venture by Total (which Total is entitled to do under certain circumstances described below) a non-exclusive license to optimize or engineer yeast strains used by us to produce farnesene for the joint venture’s diesel and jet fuels. As a result of these licenses, Amyris generally no longer has an independent right to make or sell Biofene fuels outside of Brazil without the approval of Total. If, for any reason, the joint venture is not fully supported or is not successful and the joint venture does not allow us to pursue Biofene-based fuels independently, this joint venture arrangement could impair our ability to develop and commercialize such fuels, which could have a material adverse effect on our business and long term prospects. For example, these arrangements could adversely affect our ability to enter or expand in these markets on terms that would otherwise be more favorable to us independently or with third parties. In addition to granting the joint venture exclusive licenses, we also agreed that, if we encounter certain financial hardship situations, such as bankruptcy, insolvency and debt defaults, or upon a change of control of Amyris, Total has a right to buy out our interest in the joint venture at fair market value. The agreements also provide Total with a right to buy out our interest in the joint venture in the event of a “deadlock” in 28 negotiating agreements to establish an operational fuels joint venture following a decision to proceed with the next phase of the joint venture. In a situation where Total buys out our interest in the joint venture, it also has rights to buy our Brazil fuels business at fair market value. If Total were to exercise these rights, we would, in effect, relinquish rights to intellectual property exclusively licensed to the joint venture, and our ability to seek future revenue from Biofene in the fuels market would be adversely affected (or completely prevented). This could significantly reduce the value of our product offerings, and have a material adverse effect on our ability to grow our business in future years. Total’s collaboration funding is in the form of convertible promissory notes. Our agreements with Total relating to our fuels collaboration created a convertible debt financing structure for funding the research and development program. The collaboration agreements contemplated approximately $105.0 million in financing for the collaboration, which, as of January 2015 Total has fully funded. The collaboration agreements were subject to a series of “Go/No-Go” decision points during the program, under which licenses to our technology could have terminated, and the notes would have remained outstanding and become payable at maturity unless otherwise converted in accordance with their terms. Following the final installment of funding in January 2015, only one “Go/No-Go” decision point remains under the collaboration agreements (such final decision point is expected to occur 30 days following the earlier of December 31, 2016 or the completion of certain milestones under the collaboration agreements). If Total makes a final decision to proceed with the operational fuels joint venture, Total is required to buy from Amyris 50% of the preferred shares (all of which are currently held by Amyris) of a related joint venture in exchange for full settlement of principal and interest outstanding under the notes. If Total makes a final decision to proceed with the joint venture only for jet fuel, Total is required to buy from Amyris 50% of the preferred shares of the joint venture in exchange for the settlement of 30% of the principal and interest outstanding under the notes. The remaining notes would continue to be outstanding and payable upon maturity unless otherwise converted in accordance with the terms of the notes. If Total makes a final decision not to proceed with any of the operational fuels joint venture, all the outstanding notes would remain outstanding and become payable upon maturity (unless otherwise converted in accordance with their terms). As more fully described above, our agreements with Total relating to our fuels collaboration created a convertible debt financing structure for funding the research and development program. The collaboration agreements contemplated approximately $105.0 million in financing for the collaboration, which, as of January 2015, Total has fully funded. If Total chooses, at a final decision point described above, not to proceed with an operational fuels joint venture, licenses to our technology would terminate, and the notes would remain outstanding and become payable at maturity unless otherwise converted in accordance with their terms. We cannot be certain that Total will ultimately opt to participate in an operational fuels joint venture. If Total were to decide not to proceed with the operational fuels joint venture, the outstanding notes representing amounts paid by Total to date would remain outstanding and become payable or convertible into our common stock. If Total chooses to demand repayment of amounts funded under the notes following such a decision (or a portion of such notes based on a jet fuel-only decision), we may not be able to satisfy our obligations to repay the notes by the maturity date in March 2017, which could lead to defaults and our insolvency, and Total and other creditors could pursue collections claims against us. If the notes become convertible and Total chooses to convert them, the resulting issuance of common stock would be dilutive to other stockholders. If we do not meet technical, development and commercial milestones in our collaboration agreements, our future revenues and financial results will be adversely impacted. We have entered into a number of agreements regarding the further development of certain of our products and, in some cases, for ultimate sale of certain products to the customer under the agreement. None of these agreements affirmatively obligates the other party to purchase specific quantities of any products at this time, and most contain important conditions that must be satisfied before additional research and development funding or product purchases would occur. These conditions include research and development milestones and technical specifications that must be achieved to the satisfaction of our collaborators, which we cannot be certain we will achieve. If we do not achieve these contractual milestones, our revenues and financial results will be adversely affected. 29 We are subject to risks related to our reliance on collaboration arrangements to fund development and commercialization of our products and the success of such products is uncertain. For most product markets we are trying to address, we either have or are seeking collaboration partners to fund the research and development, commercialization and production efforts required for the target products. Typically we provide limited exclusive rights and revenue sharing with respect to the production and sale of particular types of products in specific markets in exchange for such up-front funding. These exclusivity, revenue-sharing and other similar terms limit our ability to commercialize our products and technology, and may impact the size of our business or our profitability in ways that we do not currently envision. In addition, revenues from these types of relationships are a key part of our cash plan for 2015 and beyond. If we fail to collect expected collaboration revenues, or to identify and add sufficient additional collaborations to fund our planned operations, we may be unable to fund our operations or pursue development and commercialization of our planned products. To achieve our collaboration revenue targets from year to year, we may be forced to enter into agreements that contain less favorable terms. As part of our current and future collaboration arrangements, we may be required to make significant capital investments at our existing or new facilities in order to produce molecules or other products for such collaborations. Any failure or difficulties in establishing, building up or retooling our operations for these collaboration arrangements could have a significant negative impact on our business, including our ability to achieve commercial viability for our products, lead to the inability to meet our contractual obligations and could cause us to allocate capital, personnel and other resources from our organization which could adversely affect our business and reputation. With respect to pharmaceutical collaborations, our experience in this industry is limited, so we may have difficulty identifying and securing collaboration partners and customers for pharmaceutical applications of our products and services. Furthermore, our success in pharmaceuticals depends primarily upon our ability to identify and validate new small molecule compounds of pharmaceutical interest (including through the use of our discovery platform), and identify, test, develop and commercialize such compounds. Our research efforts may initially show promise in discovering potential new therapeutic candidates, yet fail to yield viable product candidates for clinical development for a number of reasons, including: • • • • • because our research methodology, including our screening technology, may not successfully identify medically relevant product candidates; we may identify and select from our discovery platform novel, untested classes of product candidates for the particular disease indication we are pursuing, which may be challenging to validate because of the novelty of the product candidates or we may fail to validate at all after further research work; our product candidates may cause adverse effects in patients or subjects, even after successful initial toxicology studies, which may make the product candidates unmarketable; our product candidates may not demonstrate a meaningful benefit to patients or subjects; and collaboration partners may change their development profiles or plans for potential product candidates or abandon a therapeutic area or the development of a partnered product. Research programs to identify new product targets and candidates require substantial technical, financial and human resources. We may focus our efforts and resources on potential discovery efforts, programs or product candidates that ultimately prove to be unsuccessful. Our manufacturing operations require sugar feedstock, and the inability to obtain such feedstock in sufficient quantities or in a timely manner, or at reasonable prices, may limit our ability to produce our products profitably, or at all. We anticipate that the production of our products will require large volumes of feedstock. We have relied on a mixture of feedstock sources for use at our contract manufacturing operations, including cane sugar, corn-based dextrose and beet molasses. For our large-scale production facilities in Brazil, we are relying primarily on Brazilian sugarcane. We cannot predict the future availability or price of these various feedstocks, nor can we be sure that our mill partners, which we expect to supply the sugarcane feedstock 30 necessary to produce our products in Brazil, will be able to supply it in sufficient quantities or in a timely manner. Furthermore, to the extent we are required to rely on sugar feedstock other than Brazilian sugarcane, the cost of such feedstock may be higher than we expect, increasing our anticipated production costs. Feedstock crop yields and sugar content depend on weather conditions, such as rainfall and temperature. Weather conditions have historically caused volatility in the ethanol and sugar industries by causing crop failures or reduced harvests. Excessive rainfall can adversely affect the supply of sugarcane and other sugar feedstock available for the production of our products by reducing the sucrose content and limiting growers’ ability to harvest. Crop disease and pestilence can also occur from time to time and can adversely affect feedstock growth, potentially rendering useless or unusable all or a substantial portion of affected harvests. With respect to sugarcane, our initial primary feedstock, seasonal availability and price, the limited amount of time during which it keeps its sugar content after harvest, and the fact that sugarcane is not itself a traded commodity, increases these risks and limits our ability to substitute supply in the event of such an occurrence. If production of sugarcane or any other feedstock we may use to produce our products is adversely affected by these or other conditions, our production will be impaired, and our business will be adversely affected. The price of sugarcane and other feedstocks can be volatile as a result of changes in industry policy and may increase the cost of production of our products. In Brazil, Conselho dos Produtores de Cana, Açúcar e Álcool (Council of Sugarcane, Sugar and Ethanol Producers), or Consecana, an industry association of producers of sugarcane, sugar and ethanol, sets market terms and prices for general supply, lease and partnership agreements for sugarcane. If Consecana makes changes to such terms and prices, this could result in higher sugarcane prices and/or a significant decrease in the volume of sugarcane available for the production of our products. Furthermore, if Consecana were to cease to be involved in this process, such prices and terms could become more volatile. Similar principles apply to pricing of other feedstocks as well. Any of these events could adversely affect our business and results of operations. Our large-scale commercial production capacity is centered in Brazil, and our business will be adversely affected if we do not operate effectively in that country. For the foreseeable future, we will be subject to risks associated with the concentration of essential product sourcing and operations in Brazil. The Brazilian government has changed in the past, and may change in the future, monetary, taxation, credit, tariff, labor and other policies to influence the course of Brazil’s economy. For example, the government’s actions to control inflation have at times involved setting wage and price controls, adjusting interest rates, imposing taxes and exchange controls and limiting imports into Brazil. We have no control over, and cannot predict, what policies or actions the Brazilian government may take in the future. Our business, financial performance and prospects may be adversely affected by, among others, the following factors: • • • • • • • • • • delays or failures in securing licenses, permits or other governmental approvals necessary to build and operate facilities and use our yeast strains to produce products; rapid consolidation in the sugar and ethanol industries in Brazil, which could result in a decrease in competition; political, economic, diplomatic or social instability in or affecting Brazil; changing interest rates; tax burden and policies; effects of changes in currency exchange rates; exchange controls and restrictions on remittances abroad; inflation; land reform movements; changes in labor related policies; 31 • • • • • • export or import restrictions that limit our ability to move our products out of Brazil or interfere with the import of essential materials into Brazil; changes in, or interpretations of foreign regulations that may adversely affect our ability to sell our products or repatriate profits to the United States; tariffs, trade protection measures and other regulatory requirements; successful compliance with United States and foreign laws that regulate the conduct of business abroad; an inability, or reduced ability, to protect our intellectual property in Brazil including any effect of compulsory licensing imposed by government action; and difficulties and costs of staffing and managing foreign operations. We cannot predict whether the current or future Brazilian government will implement changes to existing policies on taxation, exchange controls, monetary strategy, labor relations, social security and the like, nor can we estimate the impact of any such changes on the Brazilian economy or our operations. Our international operations expose us to the risk of fluctuation in currency exchange rates and rates of foreign inflation, which could adversely affect our results of operations. We currently incur significant costs and expenses in Brazilian real and may in the future incur additional expenses in foreign currencies and derive a portion of our revenues in the local currencies of customers throughout the world. As a result, our revenues and results of operations are subject to foreign exchange fluctuations, which we may not be able to manage successfully. During the past few decades, the Brazilian currency in particular has faced frequent and substantial exchange rate fluctuations in relation to the United States dollar and other foreign currencies. There can be no assurance that the Brazilian real will not significantly appreciate or depreciate against the United States dollar in the future. We also bear the risk that the rate of inflation in the foreign countries where we incur costs and expenses or the decline in value of the United States dollar compared to those foreign currencies will increase our costs as expressed in United States dollars. For example, future measures by the Central Bank of Brazil to control inflation, including interest rate adjustments, intervention in the foreign exchange market and actions to fix the value of the real, may weaken the United States dollar in Brazil. Whether in Brazil or otherwise, we may not be able to adjust the prices of our products to offset the effects of inflation or foreign currency appreciation on our cost structure, which could increase our costs and reduce our net operating margins. If we do not successfully manage these risks through hedging or other mechanisms, our revenues and results of operations could be adversely affected. Our use of genetically-modified feedstocks and yeast strains to produce our products subjects us to risks of regulatory limitations and rejection of our products. The use of GMMs, such as our yeast strains, is subject to laws and regulations in many countries, some of which are new and some of which are still evolving. Public attitudes about the safety and environmental hazards of, and ethical concerns over, genetic research and GMMs could influence public acceptance of our technology and products. In the United States, the EPA, regulates the commercial use of GMMs as well as potential products produced from the GMMs. Various states or local governments within the United States could choose to regulate products made with GMMs as well. While the strain of genetically modified yeast that we currently use for the development and anticipate using for the commercial production of our target molecules, S. cerevisiae, is eligible for exemption from EPA review because it is recognized as posing a low risk, we must satisfy certain criteria to achieve this exemption, including but not limited to use of compliant containment structures and safety procedures, and we cannot be sure that we will meet such criteria in a timely manner, or at all. If exemption of S. cerevisiae is not obtained, our business may be substantially harmed. In addition to S. cerevisiae, we may seek to use different GMMs in the future that will require EPA approval. If approval of different GMMs is not secured, our ability to grow our business could be adversely affected. 32 In Brazil, GMMs are regulated by CTNBio. We have obtained approval from CTNBio to use GMMs in a contained environment in our Campinas facilities for research and development purposes as well as at a contract manufacturing facility in Brazil. In addition, we have obtained initial commercial approval from CTNBio for one of our current yeast strains. As we continue to develop new yeast strains and deploy our technology at new production facilities in Brazil, we will be required to obtain further approvals from CTNBio in order to use these strains in commercial production in Brazil. We may not be able to obtain approvals from relevant Brazilian authorities on a timely basis, or at all, and if we do not, our ability to produce our products in Brazil would be impaired, which would adversely affect our results of operations and financial condition. the use of such technology, In addition to our production operations in the United States and Brazil, we have been party to contract manufacturing agreements with parties in other production locations around the world, including Europe. The use of GMM technology is strictly regulated in the European Union, which has established various directives for member states regarding regulation of including notification processes for contained use of such technology. We expect to encounter GMM regulations in most, if not all, of the countries in which we may seek to establish production capabilities and/or conduct sales to customers or end-use consumers, and the scope and nature of these regulations will likely be different from country to country. If we cannot meet the applicable requirements in other countries in which we intend to produce products using our yeast strains, or if it takes longer than anticipated to obtain such approvals, our business could be adversely affected. Furthermore, there are various non-governmental and quasi-governmental organizations that review and certify products with respect to the determination of whether products can be categorized as “natural” or other similar classifications. While the certification from such non-governmental and quasi-governmental organizations is generally not mandatory, some of our current or prospective customers or distributors may require that we meet the standards set by such organizations as a condition precedent to purchasing or distributing our products. We cannot be certain that we will be able to satisfy the standards of such organizations, and any delay or failure to do so could harm our ability to sell or distribute some or all of our products to certain customers and prospective customers, which could have a negative impact on our business. We may not be able to obtain regulatory approval for the sale of our renewable products. Our renewable chemical products may be subject to government regulation in our target markets. In the United States, the EPA administers the TSCA, which regulates the commercial registration, distribution, and use of new chemicals. Before an entity can manufacture or distribute a new chemical subject to TSCA, it must file a Pre-Manufacture Notice (or PMN) to add the chemical or a product. The EPA has 90 days to review the filing but may request additional data which significantly extends the timeline for approval. As a result we may not receive EPA approval to list future molecules as expeditiously as we would like in order to make it on the TSCA registry, resulting in delays or significant increases in testing requirements. A similar program exists in the European Union, called REACH. Under this program, chemicals imported or manufactured in the European Union in certain quantities must be registered with the European Chemicals Agency, and this process could cause delays or significant costs. To the extent that other geographies in which we are selling (or may seek to sell) our products, such as Brazil and various countries in Asia, may rely on TSCA or REACH (or similar laws and programs) for chemical registration in their geographies, delays with the United States or European authorities, or any relevant local authorities in such other geographies, may subsequently delay entry into these markets as well. In addition, some of our Biofene-derived products are sold for the cosmetics market, and some countries may impose additional regulatory requirements or permits for such uses, which could impair, delay or prevent sales of our products in those markets. Our diesel and jet fuel is subject to regulation by various government agencies, including the EPA, CARB, EC and ANP. To date, we have obtained registration with the EPA for the use of our diesel fuel in the United States at a 35% blend rate with petroleum diesel. Farnesane is also listed on the TSCA inventory. In addition, ANP has authorized the use our diesel fuel at blend rates of 10% and 30% for specific transportation fleets. In Europe, we obtained REACH registration for importing/manufacturing less than 1,000 metric tons of farnesane (for use as diesel and jet fuel) per year and are pursuing data collection to maintain registration. Registration with each of these bodies is required for the import, sale and use of our chemicals within their respective jurisdictions. Jet fuel (aviation turbine fuel) validation and specifications 33 are subject to the ASTM International industry consensus process and the Brazilian ANP national adoption process. Our jet fuel has been validated and supported by an applicable ASTM aviation turbine fuel standard and the ANP approval. In addition, for us to achieve full sale to the United States fuels market for our fuel products, we will need to obtain EPA and CARB (and potentially other state agencies) certifications for our feedstock pathway and production facilities, including certification of a feedstock lifecycle analysis relating to greenhouse gas emissions. Any delay in obtaining these additional pathway certifications could impair our ability to fully sell our renewable fuels to refiners, importers, blenders and other parties that produce transportation fuels as they comply with federal and state requirements to include certified renewable fuels in their products. We expect to encounter regulations in most, if not all, of the countries in which we may seek to sell our renewable chemical and fuel products (and our customers may encounter similar regulations in selling end use products to consumers), and we cannot assure you that we (or our customers) will be able to obtain necessary approvals in a timely manner or at all. If our chemical and fuel products do not meet applicable regulatory requirements in a particular country or at all, then we (or our customers) may not be able to commercialize our products and our business will be adversely affected. Changes in government regulations, including subsidies and economic incentives, could have a material adverse effect upon our business. The market for renewable fuels is heavily influenced by foreign, federal, state and local government regulations and policies. Changes to existing or adoption of new domestic or foreign federal, state and local legislative initiatives that impact the production, distribution or sale of renewable fuels may harm our renewable fuels business. In the United States and in a number of other countries, regulations and policies encouraging production and use of alternative fuels have been modified in the past and may be modified again in the future. Any reduction in mandated requirements for fuel alternatives and additives to gasoline or diesel may cause demand for biofuels to decline and deter investment in the research and development of renewable fuels. The market uncertainty regarding this and future standards and policies may also affect our ability to develop new renewable products or to license our technologies to third parties and to sell products to our end customers. Any inability to address these requirements and any regulatory or policy changes could have a material adverse effect on our business, financial condition and results of operations. Concerns associated with renewable fuels, including land usage, national security interests and food crop usage, continue to receive legislative, industry and public attention. This attention could result in future legislation, regulation and/or administrative action that could adversely affect our business. Any inability to address these requirements and any regulatory or policy changes could have a material adverse effect on our business, financial condition and results of operations. Furthermore, the production of our products will depend on the availability of feedstock, especially sugarcane. Agricultural production and trade flows are subject to government policies and regulations. Governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, whether unprocessed or processed commodity products are traded, the volume and types of imports and exports, and the availability and competitiveness of feedstocks as raw materials. Future government policies may adversely affect the supply of feedstocks, restrict our ability to use sugarcane or other feedstocks to produce our products, and negatively impact our future revenues and results of operations or could encourage the use of feedstocks more advantageous to our competitors which would put us at a commercial disadvantage. We may incur significant costs complying with environmental laws and regulations, and failure to comply with these laws and regulations could expose us to significant liabilities. We use hazardous chemicals and radioactive and biological materials in our business and such materials are subject to a variety of federal, state and local laws and regulations governing the use, generation, manufacture, storage, handling and disposal of these materials both in the United States and overseas. Although we have implemented safety procedures for handling and disposing of these materials and related waste products in an effort to comply with these laws and regulations, we cannot be sure that our safety measures will prevent accidental injury or contamination from the use, storage, handling or 34 disposal of hazardous materials. In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our insurance coverage. There can be no assurance that violations of environmental, health and safety laws will not occur in the future as a result of human error, accident, equipment failure or other causes. Compliance with applicable environmental laws and regulations may be expensive, and the failure to comply with past, present, or future laws could result in the imposition of fines, third party property damage, product liability and personal injury claims, investigation and remediation costs, the suspension of production, or a cessation of operations, and our liability may exceed our total assets. Liability under environmental laws can be joint and several, without regard to comparative fault and may be punitive in nature. Environmental laws could become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations, which could impair our research, development or production efforts and harm our business. A decline in the price of petroleum and petroleum-based products may reduce demand for some of our renewable products and may otherwise adversely affect our business. While many of our products do not compete with, and do not serve as alternatives to, petroleum-based products, we anticipate that some of our renewable products, and in particular our fuels, will be marketed as alternatives to corresponding petroleum-based products. If the price of oil falls, we may be unable to produce certain of our products as cost-effective alternatives to petroleum-based products. Declining oil prices, or the perception of a sustained or future decline in oil prices, may adversely affect the prices or demand for such products. During sustained periods of lower oil prices we may be unable to sell such products, which could impact our operating results. A limited number of distributors, customers and collaboration partners account for a significant portion of our revenue, and the loss of major distributors, customers or collaboration partners could harm our operating results. Our revenues may vary significantly from quarter to quarter and are often dependent on sales to, and collaborations with, a limited number of distributors, customers and/or collaboration partners. We cannot be certain that distributors, customers and/or collaboration partners that have accounted for significant revenue in past periods, individually or as a group, will continue to generate similar revenue in any future period. If we lose or fail to renew arrangements with, a major distributor, customer or collaborator or group of distributors, customers or collaborators, our revenue could decline if we are unable to replace the lost revenue with revenue from other sources. Future revenues are difficult to predict, and our failure to predict revenues accurately may cause our results to be below our expectations or those of analysts or investors and could result in our stock price declining. The sales volume of our products in any given period can be difficult to predict. A portion of our product sales is dependent upon the interest and ability of third party distributors to create demand for, and generate sales of, such products to end-users. If such distributors are unsuccessful in creating pull-through demand for our products with their customers, such distributors may not purchase as many of our products. In addition, many of our new and novel products are intended to be a component of other companies’ products; therefore, sales of our products may be contingent on our collaborators’ and/or customers’ timely and successful development and commercialization of end-use products that incorporate our products. In addition, we have entered into, and continue to look for, research and development collaboration arrangements pursuant to which we receive payments from our collaborators, some of such collaboration arrangements include advance payments in consideration for grants of exclusivity or research efforts to be performed by us. As a result, a portion of the revenues we report each quarter results from the recognition of deferred revenue from advance payments we have received from these collaborators during previous quarters. To the extent our business model depends on collaboration agreements with advance payments that we recognize over time, it may also be difficult for us to rapidly increase our revenues through additional collaborations in any period, as revenues from such new collaborations will often be recognized over multiple quarters or years. Factors such as these make it difficult to predict future revenues and may result in our revenue being below our previously announced guidance or analysts’ estimates, which would likely cause our stock price to decline. 35 Our financial results could vary significantly from quarter to quarter and are difficult to predict. Our revenues and results of operations could vary significantly from quarter to quarter because of a variety of factors, many of which are outside of our control. As a result, comparing our results of operations on a period-to-period basis may not be meaningful. Factors that could cause our quarterly results of operations to fluctuate include: • • • • • • • • • • • • • • • • • • • • • • • • achievement, or failure, with respect to technology, product development or manufacturing milestones needed to allow us to enter identified markets on a cost effective basis; delays or greater than anticipated expenses associated with the completion or commissioning of new production facilities, or the time to ramp up and stabilize production following completion of a new production facility or the transition to, and ramp up of, producing new molecules at our existing facilities; delays or greater than anticipated expenses associated with the producing new molecules at our existing facilities; impairment of assets based on shifting business priorities and working capital limitations; disruptions in the production process at any manufacturing facility, including disruptions due to feedstock availability, seasonal or unexpected downtime at our facilities as a result of contamination, safety or other issues or other technical difficulties or the scheduled downtime at our facilities as a result of transitioning our equipment to the production of different molecules; losses of, or inability to secure new, major customers, suppliers, distributors or collaboration partners; losses associated with producing our products as we ramp to commercial production levels; failure to recover value added tax (or VAT) that we currently reflect as recoverable in our financial statements (e.g., due to failure to meet conditions for reimbursement of VAT under local law); the timing, size and mix of sales to customers for our products; increases in price or decreases in availability of feedstock; the unavailability of contract manufacturing capacity altogether or at reasonable cost; exit costs associated with terminating contract manufacturing relationships; fluctuations in foreign currency exchange rates; gains or losses associated with our hedging activities; change in the fair value of derivative instruments; fluctuations in the price of and demand for sugar, ethanol, and petroleum-based and other products for which our products are alternatives; seasonal variability in production and sales of our products; competitive pricing pressures, including decreases in average selling prices of our products; unanticipated expenses or delays associated with changes in governmental regulations and environmental, health, labor and safety requirements; reductions or changes to existing fuel and chemical regulations and policies; departure of executives or other key management employees resulting in transition and severance costs; our ability to use our net operating loss carryforwards to offset future taxable income; business interruptions such as earthquakes and other natural disasters; our ability to integrate businesses that we may acquire; 36 • • • our ability to successfully collaborate with business venture partners; risks associated with the international aspects of our business; and changes in general economic, industry and market conditions, both domestically and in our foreign markets. As part of our operating plan for 2015, we are planning to keep our expenditures relatively consistent with prior years. Due to the factors described above, among others, the results of any quarterly or annual period may not meet our expectations or the expectations of our investors and may not be meaningful indications of our future performance. Loss of key personnel, including key management personnel, and/or failure to attract and retain additional personnel could delay our product development programs and harm our research and development efforts and our ability to meet our business objectives. Our business involves complex, global operations across a variety of markets and requires a management team and employee workforce that is knowledgeable in the many areas in which we operate. As we continue to build our business, we will need to hire and retain qualified research and development, management and other personnel to succeed. The process of hiring, training and successfully integrating qualified personnel into our operations, in the United States, Brazil and other countries we may seek to operate in, is a lengthy and expensive one. The market for qualified personnel is very competitive because of the limited number of people available with the necessary technical skills and understanding of our technology and anticipated products, particularly in Brazil. Our failure to hire and retain qualified personnel could impair our ability to meet our research and development and business objectives and adversely affect our results of operations and financial condition. The loss of any key member of our management or key technical and operational employees, or the failure to attract or retain such employees could prevent us from developing and commercializing our products for our target markets and executing our business strategy. We also may not be able to attract or retain qualified employees in the future due to the intense competition for qualified personnel among biotechnology and other technology-based businesses, particularly in the renewable chemicals and fuels area, or due to the availability of personnel with the qualifications or experience necessary for our business. In addition, reductions to our workforce as part of cost-saving measures may make it more difficult for us to attract and retain key employees. If we do not maintain the necessary personnel to accomplish our business objectives, we may experience staffing constraints that will adversely affect our ability to meet the demands of our collaborators and customers in a timely fashion or to support our internal research and development programs and operations. In particular, our product and process development programs are dependent on our ability to attract and retain highly skilled technical and operational personnel. Competition for such personnel from numerous companies and academic and other research institutions may limit our ability to do so on acceptable terms. All of our employees are at-will employees, which means that either the employee or we may terminate their employment at any time. Growth may place significant demands on our management and our infrastructure. We have experienced, and expect to continue to experience, expansion of our business as we continue to make efforts to develop and bring our products to market. We have grown from 18 employees at the end of 2005 to 404 at January 31, 2015. Our growth and diversified operations have placed, and may continue to place, significant demands on our management and our operational and financial infrastructure. In particular, continued growth could strain our ability to: • • • • manage multiple research and development programs; operate multiple manufacturing facilities around the world; develop and improve our operational, financial and management controls; enhance our reporting systems and procedures; 37 • • • • recruit, train and retain highly skilled personnel; develop and maintain our relationships with existing and potential business partners; maintain our quality standards; and maintain customer satisfaction. Managing our growth will require significant expenditures and allocation of valuable management resources. If we fail to achieve the necessary level of efficiency in our organization as it grows, our business, results of operations and financial condition would be adversely impacted. Our proprietary rights may not adequately protect our technologies and product candidates. Our commercial success will depend substantially on our ability to obtain patents and maintain adequate legal protection for our technologies and product candidates in the United States and other countries. As of January 31, 2015, we had 317 issued United States and foreign patents and 325 pending United States and foreign patent applications that were owned by or licensed to us. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies and future products are covered by valid and enforceable patents or are effectively maintained as trade secrets. We apply for patents covering both our technologies and product candidates, as we deem appropriate. However, we may fail to apply for patents on important technologies or product candidates in a timely fashion, or at all. Our existing and future patents may not be sufficiently broad to prevent others from practicing our technologies or from developing competing products or technologies. In addition, the patent positions of companies like ours are highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of patent claims has emerged to date in the United States and the landscape is expected to become even more uncertain in view of recent rule changes by the United States Patent Office (or USPTO). Additional uncertainty may result from legal precedent by the United States Federal Circuit and Supreme Court as they determine legal issues concerning the scope and construction of patent claims and inconsistent interpretation of patent laws by the lower courts. The patent situation outside of the United States is even less predictable. As a result, the validity and enforceability of patents cannot be predicted with certainty. Moreover, we cannot be certain whether: • • • • • • • we or our licensors were the first to make the inventions covered by each of our issued patents and pending patent applications; we or our licensors were the first to file patent applications for these inventions; others will independently develop similar or alternative technologies or duplicate any of our technologies; any of our or our licensors’ patents will be valid or enforceable; any patents issued to us or our licensors will provide us with any competitive advantages, or will be challenged by third parties; we will develop additional proprietary products or technologies that are patentable; or the patents of others will have an adverse effect on our business. We do not know whether any of our pending patent applications or those pending patent applications that we license will result in the issuance of any patents. Even if patents are issued, they may not be sufficient to protect our technology or product candidates. The patents we own or license and those that may be issued in the future may be challenged, invalidated, rendered unenforceable, or circumvented, and the rights granted under any issued patents may not provide us with proprietary protection or competitive advantages. Moreover, third parties could practice our inventions in territories where we do not have patent protection or in territories where they could obtain a compulsory license to our technology where patented. 38 Such third parties may then try to import products made using our inventions into the United States or other territories. Accordingly, we cannot ensure that any of our pending patent applications will result in issued patents, or even if issued, predict the breadth, validity and enforceability of the claims upheld in our and other companies’ patents. Unauthorized parties may attempt to copy or otherwise obtain and use our products or technology. Monitoring unauthorized use of our intellectual property is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology, particularly in certain foreign countries where the local laws may not protect our proprietary rights as fully as in the United States or may provide, today or in the future, for compulsory licenses. If competitors are able to use our technology, our ability to compete effectively could be harmed. Moreover, others may independently develop and obtain patents for technologies that are similar to, or superior to, our technologies. If that happens, we may need to license these technologies, and we may not be able to obtain licenses on reasonable terms, if at all, which could cause harm to our business. We rely in part on trade secrets to protect our technology, and our failure to obtain or maintain trade secret protection could adversely affect our competitive business position. We rely on trade secrets to protect some of our technology, particularly where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to maintain and protect. Our strategy for contract manufacturing and scale-up of commercial production requires us to share information with our international business partners and other parties. Our product confidential development collaborations with third parties, including with Total, require us to share confidential information, including with employees of Total who are seconded to Amyris during the term of the collaboration. While we use reasonable efforts to protect our trade secrets, our or our business partners’ employees, consultants, contractors or scientific and other advisors may unintentionally or willfully disclose our proprietary information to competitors. Enforcement of claims that a third party has illegally obtained and is using trade secrets is expensive, time consuming and uncertain. In addition, foreign courts are sometimes less willing than United States courts to protect trade secrets. If our competitors independently develop equivalent knowledge, methods and know-how, we would not be able to assert our trade secrets against them. We require new employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting arrangement with us. These agreements generally require that all confidential information developed by the individual or made known to the individual by us during the course of the individual’s relationship with us be kept confidential and not disclosed to third parties. These agreements also generally provide that inventions conceived by the individual in the course of rendering services to us shall be our exclusive property. Nevertheless, our proprietary information may be disclosed, or these agreements may be unenforceable or difficult to enforce. Additionally, trade secret law in Brazil differs from that in the United States which requires us to take a different approach to protecting our trade secrets in Brazil. Some of these approaches to trade secret protection may be novel and untested under Brazilian law and we cannot guarantee that we would prevail if our trade secrets are contested in Brazil. If any of the above risks materializes, our failure to obtain or maintain trade secret protection could adversely affect our competitive business position. Third parties may misappropriate our yeast strains. Third parties, including contract manufacturers, sugar and ethanol mill owners, other contractors and shipping agents, often have custody or control of our yeast strains. If our yeast strains were stolen, misappropriated or reverse engineered, they could be used by other parties who may be able to reproduce the yeast strains for their own commercial gain. If this were to occur, it would be difficult for us to challenge and prevent this type of use, especially in countries where we have limited intellectual property protection or that do not have robust intellectual property law regimes. If we are sued for infringing intellectual property rights or other proprietary rights of third parties, litigation could be costly and time consuming and could prevent us from developing or commercializing our future products. Our commercial success depends on our ability to operate without infringing the patents and proprietary rights of other parties and without breaching any agreements we have entered into with regard 39 to our technologies and product candidates. We cannot determine with certainty whether patents or patent applications of other parties may materially affect our ability to conduct our business. Our industry spans several sectors, including biotechnology, renewable fuels, renewable specialty chemicals and other renewable compounds, and is characterized by the existence of a significant number of patents and disputes regarding patent and other intellectual property rights. Because patent applications can take several years to issue, there may currently be pending applications, unknown to us, that may result in issued patents that cover our technologies or product candidates. We are aware of a significant number of patents and patent applications relating to aspects of our technologies filed by, and issued to, third parties. The existence of third-party patent applications and patents could significantly reduce the coverage of patents owned by or licensed to us and limit our ability to obtain meaningful patent protection. If we wish to make, use, sell, offer to sell, or import the technology or compound claimed in issued and unexpired patents owned by others, we will need to obtain a license from the owner, enter into litigation to challenge the validity of the patents or incur the risk of litigation in the event that the owner asserts that we infringe its patents. If patents containing competitive or conflicting claims are issued to third parties and these claims are ultimately determined to be valid, we may be enjoined from pursing research, development, or commercialization of products, or be required to obtain licenses to these patents, or to develop or obtain alternative technologies. If a third-party asserts that we infringe upon its patents or other proprietary rights, we could face a number of issues that could seriously harm our competitive position, including: • • • • infringement and other intellectual property claims, which could be costly and time consuming to litigate, whether or not the claims have merit, and which could delay getting our products to market and divert management attention from our business; substantial damages for past infringement, which we may have to pay if a court determines that our product candidates or technologies infringe a third party’s patent or other proprietary rights; a court prohibiting us from selling or licensing our technologies or future products unless the holder licenses the patent or other proprietary rights to us, which it is not required to do; and if a license is available from a third party, such third party may require us to pay substantial royalties or grant cross licenses to our patents or proprietary rights. The industries in which we operate, and the biotechnology industry in particular, are characterized by frequent and extensive litigation regarding patents and other intellectual property rights. Many biotechnology companies have employed intellectual property litigation as a way to gain a competitive advantage. If any of our competitors have filed patent applications or obtained patents that claim inventions also claimed by us, we may have to participate in interference proceedings declared by the relevant patent regulatory agency to determine priority of invention and, thus, the right to the patents for these inventions in the United States. These proceedings could result in substantial cost to us even if the outcome is favorable. Even if successful, an interference proceeding may result in loss of certain claims. Our involvement in litigation, interferences, opposition proceedings or other intellectual property proceedings inside and outside of the United States, to defend our intellectual property rights or as a result of alleged infringement of the rights of others, may divert management time from focusing on business operations and could cause us to spend significant resources, all of which could harm our business and results of operations. Many of our employees were previously employed at universities, biotechnology, specialty chemical or oil companies, including our competitors or potential competitors. We may be subject to claims that these employees or we have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel and be enjoined from certain activities. A loss of key research personnel or their work product could hamper or prevent our ability to commercialize our product candidates, which could severely harm our business. Even if we are successful in defending against these claims, litigation could result in substantial costs and demand on management resources. 40 We may need to commence litigation to enforce our intellectual property rights, which would divert resources and management’s time and attention and the results of which would be uncertain. Enforcement of claims that a third party is using our proprietary rights without permission is expensive, time consuming and uncertain. Significant litigation would result in substantial costs, even if the eventual outcome is favorable to us and would divert management’s attention from our business objectives. In addition, an adverse outcome in litigation could result in a substantial loss of our proprietary rights and we may lose our ability to exclude others from practicing our technology or producing our product candidates. The laws of some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Many companies have encountered significant problems in protecting and defending intellectual property rights in certain foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology and/or bioindustrial technologies. This could make it difficult for us to stop the infringement of our patents or misappropriation of our other intellectual property rights. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business. Moreover, our efforts to protect our intellectual property rights in such countries may be inadequate. We do not have exclusive rights to intellectual property we developed under U.S. federally funded research grants and contracts, including with DARPA and we could ultimately share or lose the rights we do have under certain circumstances. Some of our intellectual property rights have been or may be developed in the course of research funded by the U.S. government, including under our agreements with DARPA. As a result, the U.S. government may have certain rights to intellectual property embodied in our current or future products pursuant to the Bayh-Dole Act of 1980. Government rights in certain inventions developed under a government-funded program include a non-exclusive, non-transferable, irrevocable worldwide license to use inventions for any governmental purpose. In addition, the U.S. government has the right to require us to grant exclusive licenses to any of these inventions to a third party if they determine that: (i) adequate steps have not been taken to commercialize the invention, (ii) government action is necessary to meet public health or safety needs, or (iii) government action is necessary to meet requirements for public use under federal regulations. The U.S. government also has the right to take title to these inventions if we fail to disclose the invention to the government and fail to file an application to register the intellectual property within specified time limits. In addition, the U.S. government may acquire title in any country in which a patent application is not filed within specified time limits. If any of our intellectual property becomes subject to any of the rights or remedies available to the U.S. government or third parties pursuant to the Bayh-Dole Act of 1980, this could impair the value of our intellectual property and could adversely affect our business. Our products subject us to product-safety risks, and we may be sued for product liability. The design, development, production and sale of our products involve an inherent risk of product liability claims and the associated adverse publicity. Our potential products could be used by a wide variety of consumers with varying levels of sophistication. Although safety is a priority for us, we are not always in control of the final uses and formulations of the products we supply or their use as ingredients. Our products could have detrimental impacts or adverse impacts we cannot anticipate. Despite our efforts, negative publicity about Amyris, including product safety or similar concerns, whether real or perceived, could occur, and our products could face withdrawal, recall or other quality issues. In addition, we may be named directly in product liability suits relating to our products, even for defects resulting from errors of our commercial partners, contract manufacturers, chemical finishers or customers or end users of our products. These claims could be brought by various parties, including customers who are purchasing products directly from us or other users who purchase products from our customers. We could also be named as co-parties in product liability suits that are brought against the contract manufacturers or Brazilian sugar and ethanol mills with whom we partner to produce our products. Insurance coverage is expensive, may be difficult to obtain and may not be available in the future on acceptable terms. We cannot 41 be certain that our contract manufacturers or the sugar and ethanol producers who partner with us to produce our products will have adequate insurance coverage to cover against potential claims. Any insurance we do maintain may not provide adequate coverage against potential losses, and if claims or losses exceed our liability insurance coverage, our business would be adversely impacted. In addition, insurance coverage may become more expensive, which would harm our results of operations. During the ordinary course of business, we may become subject to lawsuits or indemnity claims, which could materially and adversely affect our business and results of operations. From time to time, we may in the ordinary course of business be named as a defendant in lawsuits, claims and other legal proceedings. These actions may seek, among other things, compensation for alleged personal injury, worker’s compensation, employment discrimination, breach of contract, property damages, civil penalties and other losses of injunctive or declaratory relief. In the event that such actions or indemnities are ultimately resolved unfavorably at amounts exceeding our accrued liability, or at material amounts, the outcome could materially and adversely affect our reputation, business and results of operations. In addition, payments of significant amounts, even if reserved, could adversely affect our liquidity position. Furthermore, any such claims, even if without merit, could require us to incur significant costs to defend the claims, distract management’s attention or damage our reputation. If we fail to maintain an effective system of internal controls, we might not be able to report our financial results accurately or in a timely manner or prevent fraud; in that case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. In addition, Section 404 of the Sarbanes-Oxley Act of 2002 requires us and our independent registered public accounting firm to evaluate and report on our internal control over financial reporting. The process of implementing our internal controls and complying with Section 404 is expensive and time consuming, and requires significant attention of management. We cannot be certain that these measures will ensure that we maintain adequate controls over our financial processes and reporting in the future. In addition, to the extent we create joint ventures or have any variable interest entities and the financial statements of such entities are not prepared by us, we will not have direct control over their financial statement preparation. As a result, we will, for our financial reporting, depend on what these entities report to us, which could result in us adding monitoring and audit processes and increase the difficulty of implementing and maintaining adequate controls over our financial processes and reporting in the future and could lead to delays in our external reporting. This may be particularly true where we are establishing such entities with commercial partners that do not have sophisticated financial accounting processes in place, or where we are entering into new relationships at a rapid pace, straining our integration capacity. Additionally, if we do not receive the information from the joint venture or variable interest entity on a timely basis, this could cause delays in our external reporting. Even if we conclude, and our independent registered public accounting firm concurs, that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our results of operations or cause us to fail to meet our reporting obligations. If we or our independent registered public accounting firm discover a material weakness, the disclosure of that fact, even if quickly remedied, could reduce the market’s confidence in our financial statements and harm our stock price. In addition, failure to comply with Section 404 could subject us to a variety of administrative sanctions, including SEC action, ineligibility for short form resale registration, the suspension or delisting of our common stock from the stock exchange on which it is listed, and the inability of registered broker-dealers to make a market in our common stock, which would further reduce our stock price and could harm our business. If the value of our goodwill or other intangible assets becomes impaired, it could reduce the value of our assets and reduce our net income for the year in which the related impairment charges occur. We apply the applicable accounting principles set forth in the United States Financial Accounting Standards Board’s Accounting Standards Codification to our intangible assets (including goodwill), which 42 prohibits the amortization of intangible assets with indefinite useful lives and requires that these assets be reviewed for impairment at least annually. There are several methods that can be used to determine the estimated fair value of the in-process research and development acquired in a business combination. We have used the “income method,” which applies a probability weighting that considers the risk of development and commercialization, to the estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, pricing of similar products, and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets will be amortized over the remaining useful life or written off, as appropriate. If the carrying amount of the impairment is considered to have occurred and a assets is greater than the measures of fair value, write-down of the asset is recorded. Any finding that the value of our intangible assets has been impaired would require us to write-down the impaired portion, which could reduce the value of our assets and reduce our net income for the year in which the related impairment charges occur. As of December 31, 2014, we had a net carrying value of approximately $6.1 million in in-process research and development and goodwill associated with our acquisition of Draths Corporation. Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations. In general, under Section 382 of the Internal Revenue Code (or the Code), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (or NOLs), to offset future taxable income. If the Internal Revenue Service challenges our analysis that our existing NOLs are not subject to limitations arising from previous ownership changes, or if we undergo an ownership change, our ability to utilize NOLs could be limited by Section 382 of the Code. Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Code. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations. For these reasons, we may not be able to utilize a material portion of the NOLs carryforward as of December 31, 2014, even if we attain profitability. Loss of, or inability to secure government contract revenues could impair our business. We have contracts or subcontracts with certain governmental agencies or their contractors. Generally, these agreements, as they may be amended or modified from time to time, have fixed terms and may be terminated, modified or be subject to recovery of payments by the government agency under certain conditions (such as failure to comply with detailed reporting and governance processes or failure to achieve milestones). Under these agreements, we are also subject to audits, which can result in corrective action plans and penalties up to and including termination. If these government agencies terminate these agreements with us, it could reduce our revenues which could harm our business. Additionally, we anticipate securing additional government contracts as part of our business plan for 2014 and beyond. If we are unable to secure such government contracts, it could harm our business. Our headquarters and other facilities are located in an active earthquake zone, and an earthquake or other types of natural disasters affecting us or our suppliers could cause resource shortages and disrupt and harm our results of operations. We conduct our primary research and development operations in the San Francisco Bay Area in an active earthquake and tsunami zone, and certain of our suppliers conduct their operations in the same region or in other locations that are susceptible to natural disasters. In addition, California and some of the locations where certain of our suppliers are located have experienced shortages of water, electric power and natural gas from time to time. The occurrence of a natural disaster, such as an earthquake, drought or flood, or localized extended outages of critical utilities or transportation systems, or any critical resource shortages, affecting us or our suppliers could cause a significant interruption in our business, damage or destroy our facilities, production equipment or inventory or those of our suppliers and cause us to incur significant costs or result in limitations on the availability of our raw materials, any of which could harm our business, financial condition and results of operations. The insurance we maintain against fires, earthquakes and other natural disasters may not be adequate to cover our losses in any particular case. 43 Risks Related to Ownership of Our Common Stock Our stock price may be volatile. The market price of our common stock has been, and we expect it to continue to be, subject to significant volatility, and it has declined significantly from our initial public offering price. As of January 31, 2015, the reported closing price for our common stock on the NASDAQ Global Select Market was $1.72 per share. Market prices for securities of early stage companies have historically been particularly volatile. Such fluctuations could be in response to, among other things, the factors described in this “Risk Factors” section or elsewhere in this report, or other factors, some of which are beyond our control, such as: • • • • • • • • • • • fluctuations in our financial results or outlook or those of companies perceived to be similar to us; changes in estimates of our financial results or recommendations by securities analysts; changes in market valuations of similar companies; changes in the prices of commodities associated with our business such as sugar, ethanol and petroleum or changes in the prices of commodities that some of our products may replace, such as oil and other petroleum sourced products; changes in our capital structure, such as future issuances of securities or the incurrence of debt; announcements by us or our competitors of significant contracts, acquisitions or strategic alliances; regulatory developments in the United States, Brazil, and/or other foreign countries; litigation involving us, our general industry or both; additions or departures of key personnel; investors’ general perception of us; and changes in general economic, industry and market conditions. Furthermore, stock markets have experienced price and volume fluctuations that have affected, and continue to affect, the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rate changes and international currency fluctuations, may negatively affect the market price of our common stock. In the past, many companies that have experienced volatility and sustained declines in the market price of their stock have become subject to securities class action and derivative action litigation. We were involved in two such lawsuits, which were dismissed in 2014, and we may be the target of similar litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business. The concentration of our capital stock ownership with insiders will limit the ability to influence corporate matters. As of January 31, 2015: • • • our executive officers and directors and their affiliates approximately 42% of our outstanding common stock; (including Total) together held Total held approximately 20.5% of our outstanding common stock; and two of the largest holders of outstanding common stock after Total (Temasek and Biolding Investment SA (or Biolding), each of whom has a designee on our Board of Directors) together held approximately 25.9% of our outstanding common stock. 44 This significant concentration of share ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. Also, these stockholders, acting together, will be able to control our management and affairs and matters requiring stockholder approval, including the election of directors and the approval of significant corporate transactions, such as mergers, consolidations or the sale of substantially all of our assets. Consequently, this concentration of ownership may have the effect of delaying or preventing a change of control, including a merger, consolidation or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control, even if that change of control would benefit our other stockholders. If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline. The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If any of the analysts who cover us change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, our stock price would likely decline. If any analyst who may cover us were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. We do not expect to declare any dividends in the foreseeable future. We do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. In addition, certain of our equipment leases and credit facilities currently restrict our ability to pay dividends. Consequently, investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock. Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt. Our certificate of incorporation and bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions. These provisions include: • • • • • • • a staggered board of directors; authorizing the board of directors to issue, without stockholder approval, preferred stock with rights senior to those of our common stock; authorizing the board of directors to amend our bylaws and to fill board vacancies until the next annual meeting of the stockholders; prohibiting stockholder action by written consent; limiting the liability of, and providing indemnification to, our directors and officers; eliminating the ability of our stockholders to call special meetings; and requiring advance notification of stockholder nominations and proposals. Section 203 of the Delaware General Corporation Law prohibits, subject to some exceptions, “business combinations” between a Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock, for a three-year period following the date that the stockholder became an interested stockholder. We have incorporation, but our certificate of agreed to opt out of Section 203 through our certificate of incorporation contains substantially similar protections to our company and stockholders as those afforded under Section 203, except that we have agreed with Total that it and its affiliates will not be deemed to be “interested stockholders” under such protections. 45 In addition, we have an agreement with Total, which provides that, so long as Total holds at least 10% of our voting securities, we must inform Total of any offer to acquire us or any decision of our Board of Directors to sell our company, and we must provide Total with information about the contemplated transaction. In such events, Total will have an exclusive negotiating period of fifteen business days in the event the Board of Directors authorizes us to solicit offers to buy Amyris, or five business days in the event that we receive an unsolicited offer to purchase us. This exclusive negotiation period will be followed by an additional restricted negotiation period of ten business days, during which we are obligated to continue to negotiate with Total and will be prohibited from entering into an agreement with any other potential acquirer. These and other provisions in our amended and restated certificate of incorporation and our amended and restated bylaws that became effective upon the completion of our initial public offering under Delaware law and in our agreements with Total could discourage potential takeover attempts, reduce the price that investors might be willing to pay in the future for shares of our common stock and result in the market price of our common stock being lower than it would be without these provisions. Conversion of our outstanding convertible promissory notes will dilute the ownership interest of existing stockholders or may otherwise depress the market price of our common stock. The conversion of some or all of our outstanding convertible promissory notes will dilute the ownership interests of existing stockholders. Any sales in the public market of the shares of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of our outstanding convertible promissory notes, particularly the 144A Notes, may encourage short selling by market participants because the anticipated conversion of such notes into shares of our common stock could depress the market price of our common stock. EXECUTIVE OFFICERS OF THE REGISTRANT The following table provides the names, ages and offices of each of our executive officers as of March 31, 2015: Name Executive Officers: John Melo . . . . . . . . . . . . . . . . . . . Raffi Asadorian . . . . . . . . . . . . . . . Joel Cherry, Ph.D. . . . . . . . . . . . . . Nicholas Khadder . . . . . . . . . . . . . John Melo Age Position 48 Director, President and Chief Executive Officer 45 54 41 General Counsel and Corporate Secretary Chief Financial Officer President of Research and Development John Melo has nearly three decades of combined experience as an entrepreneur and thought leader in the global fuels industry and technology innovation. Mr. Melo has served as our President and Chief Executive Officer and a director since January 2007 and our President since January 2008. Before joining Amyris, Mr. Melo served in various senior executive positions at BP Plc (formerly British Petroleum), one of the world’s largest energy firms, from 1997 to 2006, most recently as President of U.S. Fuels Operations from 2004 until December 2006, and previously as Chief Information Officer of the refining and marketing segment from 2001 to 2003, Senior Advisor for e-business strategy to Lord Browne, BP Chief Executive, from 2000 to 2001, and Director of Global Brand Development from 1999 to 2000. Before joining BP, Mr. Melo was with Ernst & Young, an accounting firm, from 1996 to 1997, and a member of the management teams of several startup companies, including Computer Aided Services, a management systems integration company, and Alldata Corporation, a provider of automobile repair software to the automotive service industry. Mr. Melo currently serves on the board of directors of U.S. Venture, Inc. and Renmatix Inc., and also serves as Vice Chairman of the board of directors of BayBio. Mr. Melo was formerly an appointed member to the U.S. section of the U.S.-Brazil CEO Forum. 46 Raffi Asadorian Raffi Asadorian has served as our Chief Financial Officer since January 2015. Prior to joining us, Mr. Asadorian served from 2009 to 2014 as Chief Financial Officer of Unilabs S.A., a pan-European medical diagnostics company based in Geneva, Switzerland and before that, he served at Barr Pharmaceuticals as Senior Vice President and Chief Financial Officer of the PLIVA Group. Prior to this, Mr. Asadorian was a Partner at PricewaterhouseCoopers (“PwC”) in its Transaction Services (mergers and acquisitions advisory) group in New York, where he worked for 16 years. Mr. Asadorian holds a Bachelor of Science in Business Administration degree from Xavier University and a Master of Business Administration degree from the University of Manchester (U.K.). Joel Cherry, Ph.D. Dr. Joel Cherry has served as our President of Research and Development since July 2011 and previously as our Senior Vice President of Research Programs and Operations since November 2008. Before joining Amyris, Dr. Cherry was Senior Director of Bioenergy Biotechnology at Novozymes, a biotechnology company focusing on development and manufacture of industrial enzymes from 1992 to November 2008. At Novozymes, he served in a variety of R&D scientific and management positions, including membership in Novozymes’ International R&D Management team, and as Principal Investigator and Director of the BioEnergy Project, a U.S. Department of Energy-funded $18 million effort initiated in 2000. Dr. Cherry holds a Bachelor of Arts degree in Chemistry from Carleton College and a Doctor of Philosophy degree in Biochemistry from the University of New Hampshire. Nicholas Khadder Nicholas Khadder has served as our General Counsel and Corporate Secretary since December 2013. Previously, Mr. Khadder served as our Interim General Counsel from July 2013 to December 2013, and as our Assistant General Counsel from October 2010 to July 2013. Prior to joining Amyris, Mr. Khadder served in senior corporate counsel roles at LeapFrog Enterprises, Inc., an educational entertainment company, from August 2008 to September 2010, and at Protiviti, Inc., an internal audit and risk consulting firm, from June 2005 to July 2008. Before commencing his in-house legal career, Mr. Khadder was a corporate law associate at Fenwick & West LLP from 1998 to 2005. Mr. Khadder holds a Doctor of Jurisprudence degree from Berkeley Law (the University of California, Berkeley, School of Law), and a Bachelor’s degree in English from the University of California, Berkeley. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. ITEM 2. PROPERTIES We lease approximately 136,000 square feet of space in two adjacent buildings in Emeryville, California, pursuant to two leases. Of our space in Emeryville, we use approximately 113,000 square feet for general office purposes and lab space, and approximately 23,000 square feet comprise our pilot plant. In May 2014, pursuant to a sublease agreement and related documents, we agreed to provide Total with access five years. Such subleased area is to certain portions of our pilot plant facilities for a period of approximately 22,021 square feet and is composed of two areas, a dedicated area accessible only to Total, comprising approximately 3,671 square feet and a common area which is shared by the Company and Total, comprising approximately 18,350 square feet. Our master leases expire in May 2023 and we have an option to extend these leases for five years. We also lease approximately 19,375 square feet of space in North Carolina under a month-to-month lease. This lease relates to manufacturing operations through Glycotech, one of our variable interest entities. Amyris Brasil leases approximately 47,000 square feet of space in Campinas, Brazil, pursuant to two leases that will expire in October 2015 and November 2016. Of this space, approximately 36,000 square feet comprise a pilot plant and demonstration facility, and the remainder is general office and lab space. Amyris Brasil has a right of first refusal to purchase the space if the landlord elects to sell it and an option to extend the lease for five additional years. 47 Our first large-scale Biofene production plant commenced operations in December 2012 in Brotas in the state of São Paulo, Brazil and is adjacent to an existing sugar and ethanol mill, Tonon Bioenergia S.A. (or Tonon). Amyris Brasil leases approximately 800,000 square feet of space for this plant, which has six 200,000 liter production fermenters and was designed to process sugarcane juice, or its equivalent, from up to one million tons of raw sugarcane annually; this lease expires in March 2026. Amyris Brasil also leases approximately 500,000 square feet of space for a future manufacturing site; this lease expires in January 2031. We have also secured the use of a Biofene storage tank with an aggregate capacity of 3,000 barrels or 94,500 gallons in Philadelphia. This facility provides temporary storage of our renewable farnesene prior to further processing into one of our finished products. Our current agreement expires in June 2015. We believe that our current facilities are suitable and adequate to meet our needs and that suitable additional space will be available to accommodate the foreseeable expansion of our operations. ITEM 3. LEGAL PROCEEDINGS We may be involved, from time to time, in legal proceedings and claims arising in the ordinary course of our business. Such matters are subject to many uncertainties and there can be no assurance that legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our business, results of operations, financial position or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 48 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Stock Our common stock commenced trading on the NASDAQ Global Market on September 28, 2010 under the symbol “AMRS” and currently trades on the NASDAQ Global Select Market under the same symbol. The following table sets forth the high and low per share sale prices of our common stock as reported on the NASDAQ Global Select Market during each of the previous eight quarters. Fiscal 2014 Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiscal 2013 Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Price Range Per Share High Low $3.88 $4.50 $4.88 $5.47 $6.11 $3.03 $3.20 $4.15 $1.92 $3.38 $2.75 $3.29 $2.17 $2.22 $2.60 $2.56 Holders As of January 31, 2015, there were approximately 104 holders of record (not including beneficial holders of stock held in street names) of our common stock. Dividend Policy We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to declare or pay any dividends in the foreseeable future. Any further determination to pay dividends on our capital stock will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements and other factors that our Board of Directors considers relevant. Securities Authorized for Issuance Under Equity Compensation Plans See Item 11 of Part III of this Report regarding information about securities authorized for issuance under our equity compensation plans. 49 Performance Graph(1) The following graph shows a comparison from September 28, 2010 through December 31, 2014 of cumulative total return on an assumed investment of $100.00 in cash in our common stock, the S&P SmallCap 600 Index and the NASDAQ Clean Edge Green Energy Index. Such returns are based on historical results and are not intended to suggest future performance. Data for the S&P SmallCap 600 Index and the NASDAQ Clean Edge Green Energy Index assume reinvestment of dividends. COMPARISON OF 51 MONTH CUMULATIVE TOTAL RETURN Among Amyris, Inc., the S&P SmallCap 600 Index, and the NASDAQ Clean Edge Green Energy Index Amyris, Inc. . . S&P SmallCap 600 Index . NASDAQ Clean Edge Green Energy Index . . . 9/28/2010 12/31/2010 3/31/2011 6/30/2011 9/30/2011 12/31/2011 3/31/2012 6/30/2012 9/30/2012 12/31/2012 3/31/2013 6/31/2013 9/30/2013 12/31/2013 3/31/2014 6/30/2014 9/30/2014 12/31/2014 $100 $162 $173 $170 $123 $ 70 $ 31 $ 27 $ 21 $ 19 $ 19 $ 18 $ 14 $ 32 $ 23 $ 23 $ 23 $ 12 $100 $116 $124 $124 $ 99 $116 $129 $124 $130 $133 $148 $153 $169 $185 $187 $190 $177 $194 $100 $109 $112 $102 $ 66 $ 64 $ 72 $ 62 $ 59 $ 63 $ 74 $ 94 $108 $119 $135 $136 $127 $115 . . . (1) This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing of Amyris, Inc. under the Securities Act of 1933, as amended. Recent Sales of Unregistered Securities Private Placements On December 24, 2012, we sold 14,177,849 shares common stock at a price of $2.98 per share for aggregate cash proceeds of $37.2 million and cancellation of $5.0 million of an outstanding senior unsecured convertible promissory note we previously issued to Total. The cash settlement with respect to 5,033,557 of such shares occurred on January 14, 2013. On March 27, 2013, we sold 1,533,742 shares of common stock at a price of $3.26 per share for aggregate cash proceeds of $5.0 million. On April 30, 2014, we sold 943,396 shares of common stock at a price of $4.24 per share for aggregate cash proceeds of $4.0 million. 50 Promissory Notes Between 2013 and early 2015, we issued approximately $130.7 million in senior convertible promissory notes that are or may become convertible into common stock. As of December 31, 2014, we had issued an aggregate total of $255.7 million in senior convertible promissory notes, including those bearing interest payable in kind, that are or may become convertible into common stock. In January 2015, we issued a further $10.85 million in senior convertible promissory notes. As of December 31, 2014, such issued and outstanding convertible promissory notes consisted of the following: • • • • • $48.3 million of convertible promissory notes with a conversion price of $7.0682 per share, which were originally issued under agreements signed in 2012, including the arrangement with Total for research and development-related funding. These notes were exchanged on December 2, 2013 as part of the establishment of a joint venture and the conversion terms of the new notes were generally identical to the terms of the notes that were cancelled, except that the new notes are secured by certain of our shares in the joint venture. $30.0 million of convertible promissory notes with a conversion price of $3.08 per share pursuant to our arrangement with Total for research and development-related funding. These notes were sold on June 6, 2013 and July 26, 2013 for $10.0 million and $20.0 million, respectively. $57.4 million in convertible promissory notes that are convertible into common stock at an initial conversion price of $2.44 per share issued under the first tranche of the August 2013 Financing. These notes were sold on October 16, 2013. In addition, in connection with the initial closing of the August 2013 Financing, we issued to Maxwell (Mauritius) Pte Ltd, (or Temasek) a warrant to purchase 1,000,000 shares of our common stock at an exercise price of $0.01 per share, exercisable if and to the extent Total converts certain preexisting convertible promissory notes. We may undertake further equity or debt offerings in the future in order to grow our business or fund operations. To the extent we issue further common stock, convertible promissory notes or other equity instruments, such issuances may cause further dilution to our existing stockholders. $34.0 million in convertible promissory notes that are convertible into common stock at an initial conversion price of $2.87 per share issued under the second tranche of the August 2013 Financing. On December 24, 2013, we agreed to sell approximately $34.0 million of convertible promissory notes in the second tranche of the August 2013 Financing (or Tranche II Notes) for an aggregate offering price of $34.0 million, including new cash proceeds of approximately $28.0 million, and cancellation by Total of previously outstanding convertible promissory notes (approximately $6.0 million). We sold and issued these notes on January 15, 2014. The notes are due sixty months from the date of issuance and are convertible into shares of our common stock at a conversion price equal to $2.87 per share, subject to adjustment as described below. Specifically, the notes are convertible at the option of the holder (i) at any time 12 months after issuance, (ii) on a change of control, and (iii) upon the occurrence of an event of default. The conversion price of these notes is subject to adjustment (a) according to proportional adjustments to outstanding common stock in case of certain dividends and distributions, (b) according to anti-dilution provisions, and (c) with respect to such notes held by any purchaser other than Total, in the event that Total exchanges existing convertible notes for new securities of the company in connection with future financing transactions in excess of its pro rata amount. The purchasers have a right to require repayment of 101% of the principal amount of the Tranche II Notes in the event of a change of control and the notes provide for payment of unpaid interest on conversion following such a change of control if the purchasers do not require such repayment. $75.0 million in convertible promissory notes that are convertible into common stock at a conversion price of $3.74 per share issued in the 144A Offering. On May 22, 2014, we entered into a purchase agreement with Morgan Stanley & Co. LLC, as the initial purchaser (or the Initial Purchaser), relating to the sale of $75.0 million aggregate principal amount of its 6.50% Convertible Senior Notes due 2019 (or the 144A Notes) to the Initial Purchaser in a private placement, and for initial resale by the Initial Purchaser to certain qualified institutional buyers (or the Rule 144A Convertible Note Offering). In addition, the Company granted the Initial Purchaser an option to purchase up to an additional $15.0 million aggregate principal amount of 51 the Company’s affiliated entities, 144A Notes, which option expired according to its terms. Under the terms of the 144A Purchase Agreement, the Company agreed to customary indemnification of the Initial Purchaser against certain liabilities. The Notes were issued pursuant to an Indenture, dated as of May 29, 2014 (or the Indenture), between the Company and Wells Fargo Bank, National Association, as trustee. The net proceeds from the offering of the 144A Notes were approximately $72.0 million after payment of the Initial Purchaser’s discounts and offering expenses. In addition, in connection with obtaining a waiver from Total of its preexisting contractual right to exchange certain senior secured convertible notes previously issued by the Company for new notes issued in the offering, the Company used approximately $9.7 million of the net proceeds to repay previously issued notes (representing the amount of 144A Notes purchased by Total from the Initial Purchaser). Certain including Total, Temasek and funds affiliated with of John Doerr, purchased $24.7 million in aggregate principal amount of 144A Notes from the Initial Purchaser. The 144A Notes bear interest at a rate of 6.50% per year, payable semiannually in arrears on May 15 and November 15 of each year, with the first such interest payment made on November 15, 2014. The 144A Notes will mature on May 15, 2019 unless earlier converted or repurchased. The 144A Notes are convertible into shares of the Company’s common stock at any time prior to the close of business day on May 15, 2019. The 144A Notes will have an initial conversion rate of 267.0370 shares of Common Stock per $1,000 principal amount of 144A Notes (subject to adjustment in certain circumstances). This represents an initial effective conversion price of approximately $3.74 per share of common stock. For any conversion on or after May 15, 2015, in the event that the last reported sale price of the Company’s common stock for 20 or more trading days (whether or not consecutive) in a period of 30 consecutive trading days ending within five trading days immediately prior to the date the Company receives a notice of conversion exceeds the conversion price of $3.74 per share on each such trading day, the holders, in addition to the shares deliverable upon conversion, will be entitled to receive a cash payment equal to the present value of the remaining scheduled payments of interest that would have been made on the 144A Notes being converted from the conversion date to the earlier of the date that is three years after the date the Company receives such notice of conversion and maturity (May 15, 2019). In the event of a fundamental change, as defined in the Indenture, holders of the 144A Notes may require the Company to purchase all or a portion of the 144A Notes at a price equal to 100% of the principal amount of the 144A Notes, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Holders of the 144A Notes who convert their 144A Notes in connection with a make-whole fundamental change will receive additional shares representing the present value of the remaining interest payments which will be computed using a discount rate of 0.75%. If a holder of 144A Notes elects to convert their 144A Notes prior to the effective date of any make-whole fundamental change, such holder will not be entitled to an increased conversion rate in connection with such conversion. • $21.7 million of convertible promissory notes with a conversion price of $4.11 per share pursuant to our arrangement with Total for research and development funding ($10.85 million of such $21.7 million was issued in a second installment to Total in January 2015). On July 31, 2014 and January 30, 2015, we sold $10.85 million and $10.85 million of 1.5% Senior Unsecured Convertible Notes Due 2017, respectively for the aggregate amount of $21.7 million in cash. These notes have a March 1, 2017 maturity date and a conversion price equal to $4.11 per share of our common stock. The conversion price of these notes is subject to adjustment for proportional adjustments to outstanding common stock and under anti-dilution provisions in case of certain dividends and distributions. Total, the holder of these notes, has a right to require repayment of 101% of the principal amount of the notes in the event of a change of control of Amyris, and the notes provide for payment of unpaid interest on conversion following such a change of control if Total does not require such repayment. A placement agent was used in connection with the sale of securities to one of the purchasers in the convertible note financing we closed in January 2014, and in connection with the 144A Offering, Morgan Stanley & Co. LLC served as the Initial Purchaser. In the other sales of securities described above, no underwriters were involved. Such securities were issued in private transactions pursuant to Section 4(2) of the Securities Act. The recipients of these securities acquired the securities for investment purposes only 52 and without intent to resell, were able to fend for themselves in these transactions, and were accredited investors as defined in Rule 501 of Regulation D promulgated under Section 3(b) of the Securities Act, and appropriate restrictions were set out in the agreements for, and stock certificates and notes issued in, these transactions. These security holders had adequate access, through their relationships with us, to information about us. ITEM 6. SELECTED FINANCIAL DATA The selected consolidated statements of operations data for the years ended December 31, 2014, 2013 and 2012 and the selected consolidated balance sheets data as of December 31, 2014 and 2013 are derived from our audited Consolidated Financial Statements, appearing elsewhere in this Annual Report on Form 10-K. The selected consolidated statements of operations data for the years ended December 31, 2011 and 2010 and the selected consolidated balance sheets data as of December 31, 2012, 2011 and 2010 are derived from our audited Consolidated Financial Statements not included in this Annual Report on Form 10-K. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods. You should read the following selected financial data in conjunction with “Management’s Discussion Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related Notes included in Item 8 of this Annual Report on Form 10-K. Consolidated Statements of Operations Data: Total revenues . . . . . . . . . . . . . . . . . . . . . $ . . . . . . . . $ Total cost and operating expenses Net loss from operations . . . . . . . . . . . . . . $ Net income (loss) before income taxes and loss from investment in affiliate . . . . . . . . $ Net income (loss) before loss from investment in affiliate . . . . . . . . . . . . . . . . . . . . . . $ Net income (loss) . . . . . . . . . . . . . . . . . . . $ Net income (loss) attributable to Amyris, Inc. common stockholders . . . . . . . . . . . . . . $ Net income (loss) per share attributable to common stockholders: Basic . . . . . . . . . . . . . . . . . . . . . . . . . $ Diluted . . . . . . . . . . . . . . . . . . . . . . . $ Weighted-average shares of common stock outstanding used in computing net income/ loss per share of common stock: Basic . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . 2014 Years Ended December 31, 2012 (In Thousands, Except Share and Per Share Amounts) 2013 2011 43,274 $ $ 143,102 (99,828) $ (119,616) $ (201,822) $ (179,172) $ 146,991 326,163 41,119 160,735 73,694 275,516 $ $ $ $ $ $ 2010 80,311 164,096 (83,785) 5,572 $ (235,754) $ (205,052) $ (178,959) $ (82,790) 5,077 2,167 $ (234,907) $ (206,033) $ (179,511) $ $ (234,907) $ (206,033) $ (179,511) $ (82,790) (82,790) 2,286 $ (235,111) $ (205,139) $ (178,870) $ (123,879) $ 0.03 (0.90) (3.12) $ (3.12) (3.62) $ (3.62) (3.99) $ (3.99) (8.35) (8.35) 78,400,098 121,859,441 75,472,770 75,472,770 56,717,869 56,717,869 44,799,056 44,799,056 14,840,253 14,840,253 2014 2013 As of December 31, 2012 (In Thousands) 2011 2010 Consolidated Balance Sheets Data: $ 31,644 Cash, cash equivalents, investments and restricted cash . . . . $ 45,041 Working capital(2) 3,668 . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 33,606 $163,121 Property, plant and equipment, net . . . . . . . . . . . . . . . . . $ 118,980 $242,834 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 216,183 $ 9,261 Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . $ 59,736 Total indebtedness(1) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 233,277 $106,774 Total equity (deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . $(125,063) $(135,848) $ 66,229 $ $ $ 140,591 $ 198,864 $ 134,717 $ 153,305 9,944 (382) $ $103,592 $ 47,205 $128,101 $320,111 $ $ 47,660 $160,812 $257,933 $242,818 $ 54,847 $357,453 — $ 12,590 $307,548 — $ (1) Total indebtedness as of December 31, 2014, 2013, 2012, 2011 and 2010 includes $0.8 million, $1.2 million, $2.6 million, $6.3 million, and $5.9 million, respectively, in capital lease obligations, zero, zero, $1.6 million, $3.1 million, and $5.7 million, respectively, in notes payable,$21.1 million, $25.3 million, $26.2 million, $19.4 million and $1.0 million, respectively, in loans payable, $35.7 million, $8.8 million, indebtedness as of $12.4 million, $18.9 million, and zero, respectively, in credit facilities. Total 53 December 31, 2014, 2013 and 2012 also included $60.4 million, $28.5 million and $25.0 million, respectively, in convertible notes and $115.2 million, $89.5 million and $39.0 million, respectively in related party convertible notes. There was no convertible notes balance outstanding as of December 31, 2011 and 2010 (see Note 5, “Debt” and Note 6, “Commitments and Contingencies” to our Consolidated Financial Statements). (2) Including cash and cash equivalents, investments and restricted cash. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Overview Amyris is a renewable products company focused on providing sustainable alternatives to a broad range of petroleum-sourced products. We developed innovative microbial engineering and screening technologies that modify the way microorganisms process sugars. We are using our proprietary industrial bioscience technology to design microbes, primarily yeast, and use them as living factories in established fermentation processes to convert plant-sourced sugars into renewable hydrocarbons. We are developing, and, in some cases, already commercializing, products from these hydrocarbons in several target industry sectors, including cosmetics, lubricants, flavors and fragrances, performance materials, and transportation fuels. We call these No Compromise products because we design them to perform comparably to or better than currently available products. We have been applying our industrial bioscience technology platform to provide alternatives to a broad range of petroleum-sourced products. We have focused our development efforts on the production of Biofene, our brand of renewable farnesene, a long-chain, branched liquid hydrocarbon molecule. Using Biofene as a first commercial building block molecule, we are developing a wide range of renewable products for our target markets. While our platform is able to utilize a wide variety of feedstocks, we are focusing our large-scale production plans primarily on the use of Brazilian sugarcane as our feedstock because of its abundance, low cost and relative price stability. We have also been able to produce Biofene through the use of other feedstocks such as sugar beets, corn dextrose, sweet sorghum and cellulosic sugars. Our first purpose-built, large-scale Biofene production plant commenced operations in southeastern Brazil in December 2012. This plant is located in Brotas, in the state of São Paulo, Brazil, and is adjacent to an existing sugar and ethanol mill. We have also advanced initial construction of a second large-scale production plant in Brazil, located at the São Martinho sugar and ethanol mill also in the state of São Paulo, Brazil, for which we intend to complete the construction when market developments support the start-up of that plant. Our business strategy is focused on our commercialization efforts of specialty products while moving commodity products, including our fuels and base oil lubricants products, into joint venture arrangements with established industry leaders. We believe this approach will permit access to the capital and resources necessary to support large-scale production and global distribution for our products. Our initial renewable products efforts have been focused on cosmetics, niche fuel opportunities, fragrance oils, and performance materials sector. Relationship with Total S.A. In July 2012 and December 2013, we entered into a series of agreements to establish a research and development program and form a joint venture with Total to produce and commercialize Biofene-based diesel and jet fuels, and successfully formed such joint venture in December 2013 (collectively referred to as the July 2012 Agreements). With an exception for our fuels business in Brazil, the collaboration and joint venture established the exclusive means for us to develop, produce and commercialize fuels from Biofene. We granted the joint venture exclusive licenses under certain of our intellectual property to make and sell joint venture products. We also granted the joint venture, in the event of a buy-out of our interest in the joint venture by Total (which Total is entitled to do under certain circumstances described below), a 54 non-exclusive license to optimize or engineer yeast strains used by us to produce farnesene for the joint venture’s diesel and jet fuels. As a result of these licenses, Amyris generally no longer has an independent right to make or sell Biofene fuels outside of Brazil without the approval of Total. Our agreements with Total relating to our fuels collaboration created a convertible debt financing structure for funding the research and development program. The collaboration agreements contemplated approximately $105.0 million in financing for the collaboration, which as of January 2015, had been completely funded by Total. The collaboration agreements were subject to a series of “Go/No-Go” decision points during the program, under which licenses to our technology could have terminated, and the notes would have remained outstanding and become payable at maturity unless otherwise converted in accordance with their terms. Following the final installment of funding in January 2015, only one “Go/ No-Go” decision point remains under the collaboration agreements (such final decision point is expected to occur 30 days following the earlier of December 31, 2016 or the completion of certain milestones under the collaboration agreements). If Total makes a final “Go” decision with respect to the full fuels collaboration, then the notes will be exchanged by Total for equity interests in the joint venture, after which the notes will not be convertible and any obligation to pay principal or interest on the exchanged notes (or a portion thereof) will be extinguished. In case of a “Go” decision only with respect to jet fuel, the parties would perform an operational joint venture only for jet fuel (and the rights associated with diesel would terminate), 70% of the outstanding notes would remain outstanding and become payable, and 30% of the outstanding notes would be cancelled. If Total makes a “No-Go” decision, all the outstanding notes would remain outstanding and become payable upon maturity (unless otherwise converted in accordance with their terms). In April 2014, we entered into a letter agreement with Total dated as of March 29, 2014 (or the March 2014 Total Letter Agreement) to amend the Amended and Restated Master Framework Agreement entered into as of December 2, 2013 (included as part of documents entered into in connection with the Total joint venture). Under the March 2014 Total Letter Agreement, we agreed to, among other things, amend the conversion price of the then-remaining $21.7 million of convertible notes from $7.0682 per share to $4.11 per share (which was funded in two equal installments in July 2014 and January 2015). In May 2014, we obtained stockholder approval with respect to the repricing of such convertible notes and the other amendments contemplated by the March 2014 Letter Agreement. Sales and Revenues To commercialize our initial Biofene-derived product, squalane, in the cosmetics sector for use as an emollient, we have entered into certain marketing and distribution agreements in Europe, Asia, and North America. As an initial step towards commercialization of Biofene-based diesel, we have entered into agreements with municipal fleet operators in Brazil. Our diesel fuel is supplied to the largest Company in Brazil’s fuel distribution segment which blends our product with petroleum diesel and sells to a number of bus fleet operators. Pursuant to our agreements with Total, future commercialization of our diesel and jet fuel products outside of Brazil would generally occur exclusively through certain agreements entered into by and among Amyris, Total and Total Amyris BioSolutions B.V. (or JVCO). For the industrial lubricants market, we established a joint venture with Cosan for the worldwide development, production and commercialization of renewable base oils in the lubricant sector. In the third quarter and fourth quarter we sold to one of our collaboration partners, a product for the flavors and fragrances market that we began manufacturing at our Brotas facility in Brazil. This product constituted approximately 35% of our total product revenues for the year. Financing In 2014, we completed multiple financings involving loans, convertible debt and equity offerings. In January 2014, we sold and issued, for face value, approximately $34.0 million of convertible promissory notes in Tranche II Notes as described in more detail in Note 5, “Debt.” In March 2014, we entered into a securities purchase agreement with Kuraray under which we agreed to sell shares of our common stock at a price equal to the greater of $2.88 per share or the average daily closing prices per share on the NASDAQ Stock Market for the three month period ending March 27, 2014, for an aggregate purchase price of $4.0 million. In April 2014, we completed the sale of common stock to 55 Kuraray and issued 943,396 shares of our common stock at a price per share of $4.24 for aggregate proceeds of approximately $4.0 million. In March 2014, the Company entered into an export financing agreement with Banco ABC Brasil S.A. (or ABC) for approximately $2.2 million to fund exports through March 2015. This loan is collateralized by future exports from the Company’s subsidiary in Brazil. In March 2014 we entered into a Loan and Security Agreement (or, as amended, the Hercules Loan Facility) with Hercules Technology Growth Capital, Inc. (or Hercules) under which we issued to Hercules, secured debt in the aggregate amount of $25.0 million. In June 2014, we entered into a First Amendment of the Loan and Security Agreement and agreed to, among other things, issue an additional $5.0 million of secured debt to Hercules. The Hercules Loan Facility is described in more detail below under “Liquidity and Capital Resources.” In May 2014, we sold and issued $75.0 million aggregate principal amount of 6.50% Convertible Senior Notes due 2019 to Morgan Stanley & Co. LLC as the Initial Purchaser in a private placement, and for initial resale by the Initial Purchaser to qualified institutional buyers in the 144A Offering (as described in more detail below under “Liquidity and Capital Resources”). These notes were issued at a discount of $3.0 million. In July 2014, we closed on the initial installment of the $21.7 million in convertible notes from Total under the July 2012 Agreements as described in more detail in Note 5, “Debt”, in the amount of $10.85 million and in January 2015, we closed on the second installment in the amount of $10.85 million. Liquidity We have incurred significant losses since our inception and we believe that we will continue to incur losses and may have negative cash flow from operations into at least 2016. As of December 31, 2014, we had an accumulated deficit of $819.2 million and had cash, cash equivalents and short term investments of $43.4 million. We have significant outstanding debt and contractual obligations related to capital and operating leases, as well as purchase commitments. Refer to “Liquidity and Capital Resources” for further details. Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. The results of our analysis form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies involve significant areas of management’s judgments and estimates in the preparation of our financial statements. Revenue Recognition We recognize revenue from the sale of renewable products, from the delivery of collaborative research and development services, and from governmental grants. Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable and collectability is reasonably assured. If sales arrangements contain multiple elements, we evaluate whether the components of each arrangement represent separate units of accounting. Application of revenue recognition standards requires subjective determination and requires management to make judgments about the fair values of each individual element and whether it is separable from other aspects of the contractual relationship. 56 For each source of revenues, we apply the above revenue recognition criteria in the following manner: Product Sales Starting in the second quarter of 2011, we commenced sales of farnesene-derived products, and in the latter part of 2013 we initiated sales of flavors and fragrances related products. Revenues are recognized, net of discounts and allowances, once passage of title and risk of loss have occurred, provided all other revenue recognition criteria have also been met. Shipping and handling costs charged to customers are recorded as revenues. Shipping costs are included in cost of products sold. Such charges were not significant in any of the periods presented. Grants and Collaborative Research Services Revenues from collaborative research services are recognized as the services are performed consistent with the performance requirements of the contract. In cases where the planned levels of research services fluctuate over the research term, we recognize revenues using the proportionate performance method based upon actual efforts to date relative to the amount of expected effort to be incurred by us. When up-front payments are received and the planned levels of research services do not fluctuate over the research term, revenues are recorded on a ratable basis over the arrangement term, up to the amount of cash received. When up-front payments are received and the planned levels of research services fluctuate over the research term, revenues are recorded using the proportionate performance method, up to the amount of cash received. Where arrangements include milestones that are determined to be substantive and at risk at the inception of the arrangement, revenues are recognized upon achievement of the milestone and is limited to those amounts whereby collectability is reasonably assured. Government grants are made pursuant to agreements that generally provide cost reimbursement for certain types of expenditures in return for research and development activities over a contractually defined period. Revenues from government grants are recognized in the period during which the related costs are incurred, provided that the conditions under which the government grants were provided have been met and only perfunctory obligations are outstanding. Variable Interest Entities We have interests in certain joint venture entities that are variable interest entities or VIEs. Determining whether to consolidate a variable interest entity may require judgment in assessing (i) whether an entity is a variable interest entity and (ii) if we are the entity’s primary beneficiary and thus required to consolidate the entity. To determine if we are the primary beneficiary of a VIE, we evaluate whether we have (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation includes identification of significant activities and an assessment of our ability to direct those activities based on governance provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding and financing and other applicable agreements and circumstances. Our assessment of whether we are the primary beneficiary of our VIEs requires significant assumptions and judgment. Impairment of Long-Lived Assets We assess impairment of long-lived assets, which include property, plant and equipment, and test long-lived assets for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to, significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; or expectations that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. 57 Recoverability is assessed based on the fair value of the asset, which is calculated as the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset. An impairment loss is recognized in the consolidated statements of operations when the carrying amount is determined not to be recoverable and exceeds fair value, which is determined on a discounted cash flow basis. We make estimates and judgments about future undiscounted cash flows and fair values. Although our cash flow forecasts are based on assumptions that are consistent with our plans, there is significant exercise of judgment involved in determining the cash flows attributable to a long-lived asset over its estimated remaining useful life. Although we believe that the assumptions and estimates that we have are reasonable and appropriate, different assumptions and estimates could materially impact our reported financial results. Inventories Inventories, which consist of farnesene-derived products and flavor and fragrances ingredients are stated at the lower of cost or market and categorized as finished goods, work-in-process or raw material inventories. We evaluate the recoverability of our inventories based on assumptions about expected demand and net realizable value. If we determine that the cost of inventories exceeds its estimated net realizable value, we record a write-down equal to the difference between the cost of inventories and the estimated net realizable value. If actual net realizable values are less favorable than those projected by management, additional inventory write-downs may be required that could negatively impact our operating results. If actual net realizable values are more favorable than those projected by management, we may have favorable operating results when products that have been previously written down are sold in the normal course of business. We also evaluate the terms of our agreements with our suppliers and establish accruals for estimated losses on adverse purchase commitments as necessary, applying the same lower of cost or market approach that is used to value inventory. Cost is computed on a first-in, first-out basis. Inventory costs are incurred in bringing inventory to its existing location. Goodwill and Intangible Assets Goodwill represents the excess of the cost over the fair value of net assets acquired from our business combinations. Intangible assets are comprised primarily of in-process research and development (or IPR&D). We make significant judgments in relation to the valuation of goodwill and intangible assets resulting from business combinations and asset acquisitions. Goodwill and intangible assets with indefinite lives are assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstance warrant such a review. When required, a comparison of fair value to the carrying amount of assets is performed to determine the amount of any impairment. There are several methods that can be used to determine the estimated fair value of the IPR&D acquired in a business combination. We have used the “income method,” which applies a probability weighting that considers the risk of development and commercialization, to the estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, pricing of similar products, and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets will be amortized over the remaining useful life or written off, as appropriate. Factors that could trigger an impairment review include significant under-performance relative to historical or projected future operating results, significant changes in the manner of our use of the acquired assets or the strategy for our overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, we make an assessment of the recoverability of the net carrying value of the asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated discounted future cash flows of the technology over the estimated useful life of the technology, we will reduce the net carrying value of the related intangible asset to fair value and may adjust the remaining amortization period. Any such impairment charge could be significant and could have a material adverse effect on our reported financial results. 58 Stock-Based Compensation Stock-based compensation cost for restricted stock units (or RSUs) is measured based on the closing fair market value of our common stock on the date of grant. Stock-based compensation cost for stock options and employee stock purchase plan rights is estimated at the grant date and offering date, respectively, based on the fair-value of our common stock using the Black-Scholes option pricing model. We amortize the fair value of the employee stock options on a straight-line basis over the requisite service period of the award, which is generally the vesting period. The measurement of nonemployee stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in our consolidated statements of operations during the period the related services are rendered. There is inherent uncertainty in these estimates and if different assumptions had been used, the fair value of the equity instruments issued to nonemployee consultants could have been significantly different. In future periods, our stock-based compensation expense is expected to change as a result of our existing unrecognized stock-based compensation still to be recognized and as we issue additional stock-based awards in order to attract and retain employees and nonemployee consultants. See Note 11, “Stock-Based Compensation Plans” of Notes to Consolidated Financial Statements in Part II, Item 8 of this Report for a description of our stock-based compensation plans and more information on the assumptions used to calculate the fair value of stock-based compensation. Income Taxes We are subject to income taxes in the United States and foreign jurisdictions, and we use estimates in determining our provisions for income taxes. We use the liability method of accounting for income taxes, whereby deferred tax assets or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. We recognize a valuation allowance against our net deferred tax assets unless it is more likely than not that they will be realized. This assessment requires judgment as to the likelihood and amounts of future taxable income by tax jurisdiction. We apply the provisions of Financial Accounting Standards Board (or FASB) guidance on accounting for uncertainty in income taxes. We assess all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and the tax benefit to be recognized is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and we will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. Embedded Derivatives Related to Convertible Notes Embedded derivatives that are required to be bifurcated from the underlying debt instrument (i.e. host) are accounted for and valued as a separate financial instrument. We evaluated the terms and features of our convertible notes payable and identified compound embedded derivatives (conversion options that contain “make-whole interest” provisions or down round conversion price adjustment provisions) requiring bifurcation and accounting at fair value because the economic and contractual characteristics of the embedded derivatives met the criteria for bifurcation and separate accounting due to the conversion option containing a “make-whole interest” provision and down round conversion, that requires cash payment for forgone interest upon a change of control and down round conversion price adjustment provisions. 59 See Note 3, “Fair Value of Financial Instruments” of Notes to Consolidated Financial Statements in Part II, Item 8 of this Report for a description of our embedded derivatives related to convertible notes and information on the valuation models used to calculate the fair value of embedded derivatives. Changes in the inputs into these valuation models may have a significant impact on the estimated fair value of the embedded derivatives. For example, a decrease (increase) in the estimated credit spread for the Company results in an increase (decrease) in the estimated value of the embedded derivatives. Conversely, a decrease (increase) in the stock price results in a decrease (increase) in the estimated fair value of the embedded derivatives. The changes in the fair value of the bifurcated compound embedded derivatives are primarily related to the change in price of the underlying common stock of the Company and is reflected in our consolidated statements of operations as “Gain (loss) from change in fair value of derivative instruments.” Results of Operations Comparison of Year Ended December 31, 2014 to Year Ended December 31, 2013 Revenues Revenues Years Ended December 31, 2014 2013 Year-to Year Change Percentage Change (Dollars in thousands) Renewable product sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Related party renewable product sales $22,793 646 $14,428 1,380 Total product sales . . . . . . . . . . . . . . . . . . . . . . . . . $23,439 $15,808 Grants and collaborations revenue . . . . . . . . . . . . . . . . Related party grants and collaborations revenue . . . . . . Total grants and collaborations revenue . . . . . . . . . . 19,835 — 19,835 22,664 2,647 25,311 $ 8,365 (734) 7,631 (2,829) (2,647) (5,476) Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . $43,274 $41,119 $ 2,155 58% (53)% 48% (12)% (100)% (22)% 5% Our total revenues increased by $2.2 million to $43.3 million in 2014 as compared to the prior year due to increased revenues from product sales, offset by a decrease in grants and collaborations revenue. Product sales increased by $7.6 million to $23.4 million in 2014 as compared to the prior year resulting primarily from the sales of a flavors and fragrances product of $7.9 million. Sales of our emollients products containing squalane increased by $1.8 million driven by volume increases to new and existing customers. These increases were offset by a decrease in sales of farnesane and farnesene-derived products of $2.1 million. Grants and collaborations revenue decreased by $5.5 million to $19.8 million in 2014 compared to the prior year. This is due to a $4.9 million decrease in government grants revenue, a $2.0 million increase in non-related party collaborations revenue and a $2.6 million decrease in related party collaborations revenue. The decline in government grants by $4.9 million, includes a decrease of $2.1 million in government grants revenue from the National Renewable Energy Lab as a result of the project being completed during 2013, and a decrease of $2.5 million in government grants revenue under the DARPA Technology Investment Agreement due to the timing of the project’s revenue milestone. The decrease was reduced by the net increase in collaborations revenue from non-related parties of $2.0 million. Collaborations revenue from non-related parties included increases of $5.5 million, including $2.0 million from achievement of the first performance milestone related to a flavors and fragrances product, a $1.1 million increase in collaborations revenue from existing collaborations and a $2.4 million increase in collaborations revenue from new collaborations. These increases were offset by a decrease of $3.5 million related to the completion of the first phase of a collaboration in 2013 (the collaboration funding was recognized from the achievement of the technical milestones), net of collaboration in 2014 (a cost sharing development agreement recognized on a straight line basis). In addition, related party collaborations revenue decreased by $2.6 million as a result of research and development activities performed on behalf of Novvi in 2013 that did not continue in 2014. lower collaborations revenue earned from the second phase of 60 Cost and Operating Expenses Years Ended December 31, 2014 2013 Year-to Year Change Percentage Change (Dollars in thousands) Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . $ 33,202 $ 38,253 $ (5,051) (13)% Loss on purchase commitments and write-off of property, plant and equipment . . . . . . . . . . . . . . . . . Impairment of intangible assets . . . . . . . . . . . . . . . . . Research and development . . . . . . . . . . . . . . . . . . . . . Sales, general and administrative . . . . . . . . . . . . . . . . . 1,769 3,035 49,661 55,435 9,366 — 56,065 57,051 (7,597) 3,035 (6,404) (1,616) Total cost and operating expenses . . . . . . . . . . . . . . $143,102 $160,735 $(17,633) (81)% nm (11)% (3)% (11)% nm = not meaningful Cost of Products Sold Our cost of products sold includes cost of raw materials, labor and overhead, amounts paid to contract manufacturers, period costs related to inventory write-downs resulting from applying lower of cost or market inventory valuations, and costs related to scale-up in production of such products. Our cost of products sold decreased by $5.1 million to $33.2 million in 2014 as compared to the prior year. The decrease was mainly due to lower cost of production and a decline in lower of cost or market adjustments as a result of higher production volumes and overall manufacturing cost reduction efforts. Our farnesene cash production costs per liter, have steadily declined since the commencement of production at our manufacturing facility in Brotas, Brazil, consistent with increases in volume and production efficiency, resulting in a decline of approximately one half, as of our latest production runs in November 2014 compared to those produced in December 2013. We expect the downward trend in cash production costs per liter to continue as we continually improve strains, operational efficiency and/or increase volumes. Cash production costs per liter, a non-GAAP measure, includes costs of feedstock, nutrients and other chemical ingredients, labor, utilities and other plant overhead. Cost of products sold includes depreciation and amortization expenses of $5.7 million in 2014 compared to $6.1 million in 2013. Cost of Products Sold Associated with Loss on Purchase Commitments and Write-Off of Property, Plant and Equipment The loss on purchase commitments and write-off of property, plant and equipment decreased by $7.6 million to $1.8 million in 2014 as compared to the prior year. The decrease was mainly due to a charge related to the termination and settlement of our agreement with Tate & Lyle Ingredients Americas, Inc. (or Tate & Lyle), one of our contract manufacturers, in 2013. Impairment of Intangible Assets The loss on impairment of intangible assets of $3.0 million was a result of the impairment of in-process research and development assets related to the 2011 acquisition of Draths Corporation (or Draths). Research and Development Expenses Our research and development expenses decreased by $6.4 million in 2014 as compared to the prior year, primarily as a result of our overall cost reduction efforts and lower spending to manage our operating costs. The decreases were attributable to a $2.8 million reduction in personnel-related expenses and lower stock-based compensation expense, a $0.5 million decrease in laboratory supplies, $1.2 million decrease in depreciation and amortization expenses and a $1.7 million decrease in other overhead expenses. Research and development expenses includes stock-based compensation expense of $3.5 million in 2014 compared to $4.3 million in 2013 and depreciation and amortization expenses of $7.7 million in 2014 compared to $8.9 million in 2013. 61 Sales, General and Administrative Expenses Our sales, general and administrative expenses decreased by $1.6 million to $55.4 million in 2014 as compared to the prior year, primarily as a result of our overall cost reduction efforts and lower spending to manage our operating costs. The decrease was attributable to a $4.2 million reduction in personnel-related expenses and lower stock-based compensation expense, offset by a $0.3 million increase in recruiting and relocation and a $2.2 million increase in other overhead expenses. Sales, general and administrative expenses includes stock-based compensation expense of $10.6 million in 2014 compared to $13.8 million 2013 and depreciation and amortization expenses of $1.5 million in 2014 compared to $1.7 million in 2013. Other Income (Expense) Other income (expense): Years Ended December 31, 2014 2013 Year-to Year Change Percentage Change (Dollars in thousands) Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 387 $ 162 $ 225 Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . (28,949) (9,107) (19,842) Gain (loss) from change in fair value of derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss from extinguishment of debt . . . . . . . . . . . . . . . . Other income (expense), net . . . . . . . . . . . . . . . . . . . . 144,138 (10,512) 336 (84,726) (19,914) (2,553) 228,864 9,402 2,889 Total other income (expense) . . . . . . . . . . . . . . . . . . $105,400 $(116,138) $221,538 139% 218% (270)% (47)% (113)% (191)% nm = not meaningful Total other income increased by approximately $221.5 million to $105.4 million in 2014 as compared to the prior year. The increase was primarily attributable to the change in fair value of derivative instruments of $228.9 million, attributed to the compound embedded derivative liabilities associated with our senior secured convertible promissory notes and the change in fair value of our interest rate swap derivative liability. The change was driven by fluctuation of various inputs used in the valuation models from one reporting period to another, such as stock price, credit risk rate and estimated stock volatility. The decrease in loss from the extinguishment of debt was due to the loss of $10.5 million in 2014 related to Total’s conversion of a portion of their outstanding notes issued under the collaboration agreements with Total into the Tranche II Notes (as defined and described below under “Liquidity and Capital Resources”) and loss from extinguishment of Total convertible notes in connection with the 144A Offering, compared to the $19.9 million in loss on extinguishment of debt recorded in 2013 related to the Temasek Bridge Loan and Total convertible notes. Finally, the increase in other income, net, of $2.9 million was primarily due to an increase in unrealized gain on foreign currency translation due to the appreciation of the U.S. dollar versus the Brazilian real. The increase was offset by an increase in interest expense of $19.8 million associated with increased borrowings to fund our operations. 62 Comparison of Year Ended December 31, 2013 to Year Ended December 31, 2012 Revenues Revenues Years Ended December 31, 2013 2012 Year-to Year Change Percentage Change (Dollars in thousands) Renewable product sales . . . . . . . . . . . . . . . . . . . . . . . $14,428 $10,802 $ 3,626 Related party renewable product sales . . . . . . . . . . . . . Ethanol and ethanol-blended gasoline . . . . . . . . . . . . . Total product sales . . . . . . . . . . . . . . . . . . . . . . . . . Grants and collaborations revenue . . . . . . . . . . . . . . . . Related party grants and collaborations revenue . . . . . . Total grants and collaborations revenue . . . . . . . . . . 1,380 — 15,808 22,664 2,647 25,311 — 38,836 49,638 14,281 9,775 24,056 1,380 (38,836) (33,830) 8,383 (7,128) 1,255 Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . $41,119 $73,694 $(32,575) 34% nm (100)% (68)% 59% (73)% 5% (44)% nm = not meaningful Our total revenues decreased by $32.6 million to $41.1 million in 2013 as compared to the prior year primarily due to decreased revenues from product sales. Product sales decreased by $33.8 million to $15.8 million in 2013 as compared to the prior year resulting primarily from the transition out of the ethanol and ethanol-blended gasoline business during the third quarter of 2012. Product sales of our farnesene-derived products increased $5.0 million in 2013 compared to the prior year primarily as a result of sales to new distributors, along with related party sales of renewable product to Novvi and Total. Grants and collaborations revenue increased by $1.3 million to $25.3 million in 2013 as compared to the prior year primarily due from the increase in grants and collaborations revenue of $12.0 million, from the increase of collaborations revenue from our flavors and fragrances collaborations of $9.4 million and related party collaboration revenue from Novvi of $2.6 million, offset by the decrease in collaboration revenue from Total of $9.8 million and Cosan of $0.9 million. Cost and Operating Expenses Years Ended December 31, 2013 2012 Year-to Year Change Percentage Change (Dollars in thousands) Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 38,253 $ 77,314 $ (39,061) (51)% Loss on purchase commitments and write-off of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . Research and development . . . . . . . . . . . . . . . . . . . . . . . Sales, general and administrative . . . . . . . . . . . . . . . . . . . 9,366 56,065 57,051 45,854 73,630 78,718 (36,488) (17,565) (21,667) Total cost and operating expenses . . . . . . . . . . . . . . . . $160,735 $275,516 $(114,781) (80)% (24)% (28)% (42)% Cost of Products Sold Our cost of products sold decreased by $39.1 million to $38.3 million in 2013 as compared to the prior year. In 2012, we began operating our own large-scale Biofene production plant located at Brotas, in the state of São Paulo, Brazil. The decrease in cost of products sold was mainly due from transitioning out of our ethanol and ethanol-blended gasoline business during the third quarter of 2012, resulting in a decrease 63 of $38.6 million in the cost of products sold. Cost of products sold includes depreciation and amortization expenses of $6.1 million in 2013 compared to $2.9 million in 2012 mainly from significant additions to property, plant and equipment in 2013 and the latter part of 2012. Cost of Products Sold Associated with Loss on Purchase Commitments and Write-Off of Property, Plant and Equipment The loss on purchase commitments and write-off of property, plant and equipment decreased by $36.5 million to $9.4 million in 2013 as compared to the prior year. The decrease was mainly due to the shift of a portion of our production capacity from contract manufacturing facilities to Amyris-owned plants. Beginning in March 2012, we initiated to shift a portion of our production capacity from contract manufacturing facilities to Amyris-owned plants. As a result, we evaluated our contract manufacturing agreements and, in the first quarter of 2012 recorded a loss of $31.2 million related to facility modification costs and fixed purchase commitments. We also recorded an impairment charge of $5.5 million in the three months ended March 31, 2012 related to Amyris-owned equipment at contract manufacturing facilities, based on the excess of the carrying value of the assets over their fair value. We recognized additional charges of $1.4 million and $7.8 million, respectively, in the third and fourth quarters of 2012 associated with losses on fixed purchase commitments. We computed the loss on facility modification costs and fixed purchase commitments using the same approach that is used to value inventory-the lower of cost or market value. The computation of the loss on firm purchase commitments is subject to several estimates, including the ultimate selling price of any of our products manufactured at the relevant production facilities, and is therefore inherently uncertain. During 2013, we recorded a loss of $9.4 million related to the termination and settlement of our existing agreements with Tate & Lyle and Antibioticos.The loss of $8.4 million related to Tate & Lyle consisted of an impairment charge of $6.7 million relating to our equipment at Tate & Lyle and a $2.7 million write off of an unamortized portion of equipment costs funded by us for Tate & Lyle, offset by a $1.0 million reversal of our remaining accrual associated with our loss on fixed purchase commitments. The loss of $1.0 million related to Antibioticos, consisted of an impairment charge relating to our equipment held at this location. Research and Development Expenses Our research and development expenses decreased by $17.6 million in 2013 over the prior year, primarily as a result of our overall cost reduction efforts and lower spending to manage our operating costs. The decreases were attributable to an $8.2 million reduction in personnel-related expenses and lower stock-based compensation expense due to lower headcount, a $2.8 million decrease in consulting and outsourced services, a $2.3 million reduction in production expenses associated with development projects, a $1.3 million decrease in laboratory supplies and equipment and a $3.0 million decrease in travel-related expenses and other overhead expenses. Research and development expenses includes stock-based compensation expense of $4.3 million in 2013 compared to $6.5 million in 2012 and depreciation and amortization expenses of $8.9 million in 2013 compared to $6.3 million in 2012. Sales, General and Administrative Expenses Our sales, general and administrative expenses decreased by $21.7 million to $57.1 million in 2013 compared to the prior year, primarily as a result of our overall cost reduction efforts and lower spending to manage our operating costs. The decreases were attributable to a $14.5 million reduction in personnel-related expenses including stock-based compensation expense, due to lower headcount, a $4.3 million decrease in consulting and outsourced services, a $0.9 million decrease in laboratory supplies and equipment, a $0.8 million reduction in production expenses associated with development projects and a decrease of $1.2. million in travel-related expenses and other overhead expenses. Sales, general and administrative expenses includes stock-based compensation expense of $13.8 million in 2013 compared to $21.0 million in 2012 and depreciation and amortization expenses of $1.7 million in 2013 compared to $5.4 million in 2012. 64 Other Income (Expense) Other income (expense): Years Ended December 31, 2013 2012 Year-to Year Change Percentage Change (Dollars in thousands) Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 162 $ 1,472 $ (1,310) Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,107) (4,926) (4,181) (89)% 85% Gain (loss) from change in fair value of derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss from extinguishment of debt . . . . . . . . . . . . . . . . Other expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . (84,726) (19,914) (2,553) 1,790 (920) (646) (86,516) (18,994) nm nm (1,907) 295% Total other income (expense) . . . . . . . . . . . . . . . . . . $(116,138) $(3,230) $(112,908) nm nm = not meaningful Total other expenses increased by approximately $112.9 million to $116.1 million in 2013 as compared to the prior year. The increase in other expense of $112.9 million was primarily attributable to the increase in loss from change in fair value of derivative instruments of $86.5 million, which increase was due to a change in the fair value of the compound embedded derivative liability associated with our senior secured convertible promissory notes as a result of the changes in the inputs used in the valuation models from one reporting period to another and the change in fair value of our interest rate swap derivative liability, $19.0 million increase in loss on the extinguishment of debt related to the Temasek Bridge Loan and Total convertible notes, a $1.9 million increase in other expense, net, mainly due to an increase in realized loss on foreign currency transactions, a $1.3 million decrease in interest income due to lower cash balance compared to prior year and an increase in interest expense of $4.2 million associated with increased borrowings to fund our operations. Liquidity and Capital Resources December 31, 2014 2013 (Dollars in thousands) Working capital (deficit), excluding cash and cash equivalents . . . . . . . . . . . . . . . Cash and cash equivalents and short-term investments . . . . . . . . . . . . . . . . . . . . Debt and capital lease obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (8,441) $ (7,250) $ 43,422 $ 8,296 $ 233,277 $ 153,305 $(819,152) $(821,438) Years Ended December 31, 2014 2013 2012 (Dollars in thousands) Net cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . $ (84,708) (105,859) $(150,872) Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . (9,831) 130,921 (10,337) 91,181 (49,644) 138,117 Working Capital. Our working deficit, excluding cash and cash equivalents was $8.4 million for the year ended December 31, 2014, which represents an increase of $1.2 million compared to the working capital deficit of $7.3 million for the year ended December 31, 2013. The increase of $1.2 million in the working capital deficit during 2014 was due to the decrease in prepaid expenses and other current assets of $3.0 million, increase in deferred revenue of $3.1 million and an increase in the current portion of debt of $10.7 million, offset by an increase in accounts receivable of $1.0 million, increase in inventory of $3.6 million and a decrease in accounts payable, accrued and other current liabilities and current portion of capital lease obligations of $11.1 million. 65 The increase in cash and cash equivalents and short-term investments of $35.1 million was primarily due to cash provided by financing activities of $130.9 million related principally to the closing of the second tranche of our convertible promissory note offering under the August 2013 SPA of $28.0 million, net of $6.0 million convertible promissory note issued to Total in exchange for cancellation of previously outstanding convertible promissory notes, borrowings under the Hercules Loan Facility of $29.8 million, the closing of our 144A Offering for $72.0 million (net of payments of discount and expenses of $3.0 million), $10.9 million proceeds from issuance of convertible notes to Total under the July 2012 Agreements, export financing with ABC of $2.2 million, and $4.0 million in proceeds from the sale of common stock to Kuraray, offset by the extinguishment of $9.7 million of debt to Total and $6.8 million in payments for debt obligations and capital leases. The cash received from financing activities was reduced by cash usage to fund our operating activities of $84.7 million, cash invested in an affiliate of $2.1 million, loans made to an affiliate of $2.8 million, purchase of property plant and equipment of $5.0 million and the effect of foreign exchange rate losses on cash and cash equivalents of $1.2 million. To support production of our products in contract manufacturing and dedicated production facilities, we have incurred, and we expect to continue to incur, capital expenditures as we invest in these facilities. We plan to continue to seek external debt and equity financing from U.S. and Brazilian sources to help fund our investment in these contract manufacturing and dedicated production facilities. We expect to fund our operations for the foreseeable future with cash and investments currently on hand, with cash inflows from collaboration and grant funding, cash contributions from product sales, and we may also require new debt and equity financings. Some of our anticipated financing sources, such as research and development collaborations and convertible debt financings, are subject to risk that we cannot meet milestones, are not yet subject to definitive agreements or mandatory funding commitments and, if needed, we may not be able to secure additional types of financing in a timely manner or on reasonable terms, if at all. Our planned 2015 working capital needs and our planned operating and capital expenditures for 2015 are dependent on significant inflows of cash from renewable product revenues, existing collaboration partners and from funds under existing equity facilities, as well as additional funding from new collaborations, and may also require additional funding from debt or equity financings. We will continue to need to fund our research and development and related activities and to provide working capital to fund production, storage, distribution and other aspects of our business. Liquidity. We have incurred significant losses since our inception and we believe that we will continue to incur losses and may have negative cash flow from operations into at least 2016. As of December 31, 2014, we had an accumulated deficit of $819.2 million and had cash, cash equivalents and short term investments of $43.4 million. We have significant outstanding debt and contractual obligations related to capital and operating leases, as well as purchase commitments. As of December 31, 2014, our debt totaled to $312.7 million, of which $17.1 million matures within the next twelve months. In addition to upcoming debt maturities, our debt service obligations over the next twelve months are significant, including $9.5 million of anticipated interest payments. Our debt agreements also contain various covenants, including restrictions on our business that could cause us to be at risk of defaults, such as the requirement to maintain unrestricted, unencumbered cash in an amount equal to at least 50% of the principal amount outstanding under the Hercules Loan Facility. Refer to Note 5, “Debt” and Note 6, “Commitments and Contingencies” for further details of our debt arrangements. Our operating plan for 2015 contemplates a significant reduction in our net cash outflows, resulting from (i) revenue growth from sales of existing and new products with positive gross margins, (ii) reduced production costs compared to prior periods as a result of manufacturing and technical developments in 2014, (iii) increased cash inflows from collaborations compared to 2014, (iv) maintaining operating expenses at levels compared to 2014, and (v) access to the various financing commitments (see Note 16, “Subsequent Events”). If we are unable to generate sufficient cash contributions from product sales, payments from existing and new collaboration partners, and draw sufficient funds from certain financing commitments due to contractual restrictions and covenants, we will need to obtain additional funding from equity or debt financings, agree to burdensome covenants, grant further security interests in our assets, enter into collaboration and licensing arrangements that require us to relinquish commercial rights, or grant licenses on terms that are not favorable. 66 If we are unable to raise additional financing, or if other expected sources of funding are delayed or not received, we would take the following actions as early as the second quarter of 2015 to support our liquidity needs through the remainder of 2015 and into 2016: • • • • • • Effect significant headcount reductions, particularly with respect to employees not connected to critical or contracted activities across all functions of the Company, including employees involved in general and administrative, research and development, and production activities. Shift focus to existing products and customers with significantly reduced investment in new product and commercial development efforts. Reduce production activity at our Brotas facility to levels only sufficient to satisfy volumes required for product revenues forecast from existing products and customers. Reduce expenditures for third party contractors, including consultants, professional advisors and other vendors. Reduce or delay uncommitted capital expenditures, equipment, and information technology projects. including non-essential facility and lab Closely monitor our working capital position with customers and suppliers, as well as suspend operations at pilot plants and demonstration facilities. The contingency cash plan contemplating these actions is designed to save us an estimated $30.0 million to $40.0 million over the period through March 31, 2016. Implementing this plan could have a negative impact on our ability to continue our business as currently contemplated, including, without limitation, delays or failures in our ability to: • • • Achieve planned production levels; Develop and commercialize products within planned timelines or at planned scales; and Continue other core activities. Furthermore, any inability to scale-back operations as necessary, and any unexpected liquidity needs, could create pressure to implement more severe measures. Such measures could have an adverse effect on our ability to meet contractual requirements, including obligations to maintain manufacturing operations, and increase the severity of the consequences described above. Collaboration Funding. In March 2014, we received an additional $10.0 million of funding under a collaboration agreement with a flavors and fragrances partner. In July 2014, we received $10.85 million in additional research and development funding from Total through the issuance of a 1.5% Senior Secured Convertible Note to Total as described above under “Overview — Total Relationship”. This amount was the initial installment of the third closing under the Total Purchase Agreement. We received additional collaboration funding from various other partners during 2014, including $2.0 million in July 2014 under an isoprene collaboration with Manufacture Francaise de Pnematiques Michelin (or Michelin) and Braskem, S.A. (or Braskem) and $2.0 million in April 2014 under a farnesene collaboration with Kuraray (see Note 8, “Significant Agreements”). We depend on collaboration funding to support our research and development and operating expenses. While part of this funding is committed based on existing collaboration agreements, we will be required to identify and obtain funding from additional collaborations. In addition, some of our existing collaboration funding is subject to our achievement of milestones or other funding conditions. If we cannot secure sufficient collaboration funding to support our operating expenses in excess of cash contributions from product sales and existing debt and equity financings, we may need to issue additional preferred and/or discounted equity, agree to onerous covenants, grant further security interests in our assets, enter into collaboration and licensing arrangements that require us to relinquish commercial rights or grant licenses on terms that are not favorable to us. If we fail to secure such funding, we could be forced to curtail our operations, which would have a material adverse effect on our ability to continue with our business plans. 67 Government Contracts. In August 2010, we were appointed as a subcontractor to National Renewable Energy Laboratory (or NREL) under a DOE grant awarded to NREL. Under this contract, we have the right to be reimbursed for up to $3.6 million of research and development expenses, and are required to fund an additional $1.4 million in cost sharing expenses. As of December 31, 2013, we had recognized the entire $3.6 million in revenue under this grant. The total cash received under this grant as of December 31, 2014 was $3.6 million, of which $0.2 million was received during the year ended December 31, 2014. In June 2012, we entered into a Technology Investment Agreement with DARPA, under which we are performing certain research and development activities funded in part by DARPA. The work is to be performed on a cost-share basis, where DARPA funds 90% of the work and we fund the remaining 10% (primarily by providing specified labor). The agreement provided for funding of up to approximately $7.7 million over two years based on achievement of program milestones, and, accordingly, if fully funded, we would be responsible for contributions equivalent to approximately $0.9 million. The agreement had an initial term of one year and at DARPA’s option, may be renewed for an additional year. The agreement was renewed by DARPA in May 2013 and extended in July 2014. Through December 31, 2014, we had recognized $7.7 million in revenue under this agreement, of which $2.4 million was recognized during the year ended December 31, 2014. Total cash received under this agreement as of December 31, 2014 was $7.6 million, of which $4.5 million was received during the year ended December 31, 2014. In May 2014, we entered into a subcontract with a Lawrence Berkeley National Laboratory a DARPA-funded bio-fabrication program. The subcontract was for $0.6 million, and was completed as of September 30, 2014. For the year ended December 31, 2014, we recognized $0.6 million in revenue under this agreement. Convertible Note Offerings. In February 2012, we sold $25.0 million in principal amount of senior unsecured convertible promissory notes due March 1, 2017 as described in more detail in Note 5, “Debt.” In July and September 2012, we issued $53.3 million worth of 1.5% Senior Unsecured Convertible Notes to Total under the July 2012 Agreements for an aggregate of $30.0 million in cash proceeds and our repayment of $23.3 million in previously-provided research and development funds pursuant to the Total Purchase Agreement (as described in more detail under “Related Party Convertible Notes” in Note 5, “Debt.” As part of the December 2012 private placement, we issued 1,677,852 shares of our common stock in exchange for the cancellation of $5.0 million worth of an outstanding senior unsecured convertible promissory note held by Total. In June 2013, we sold and issued a 1.5% Senior Unsecured Convertible Note to Total with a principal amount of $10.0 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement. In July 2013, we sold and issued a 1.5% Senior Unsecured Convertible Note to Total with a principal amount of $20.0 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement. In August 2013, we entered into an agreement with Total and Temasek to sell up to $73.0 million in convertible promissory notes in private placements over a period of up to 24 months from the date of signing as described in more detail in Note 5, “Debt” (such agreement referred to as the August 2013 SPA and such financing referred to as the August 2013 Financing). The August 2013 Financing was divided into two tranches (one for $42.6 million and one for $30.4 million). Of the total possible purchase price in the financing, $60.0 million was to be paid in the form of cash by Temasek ($35.0 million in the first tranche and up to $25.0 million in the second tranche) and $13.0 million was to be paid by cancellation of outstanding convertible promissory notes held by Total in connection with its exercise of pro rata rights ($7.6 million in the first tranche and $5.4 million in the second tranche). In September 2013, prior to the initial closing of the August 2013 Financing, our stockholders approved the issuance in the private placement of up to $110.0 million aggregate principal amount of senior convertible promissory notes, the issuance of a warrant to purchase 1,000,000 shares of our common stock and the issuance of the common stock issuable upon conversion or exercise of such notes and warrant. In October 2013, we sold and issued a senior secured promissory note to Temasek for a bridge loan of $35.0 million (or the Temasek Bridge Note). The Temasek Bridge Note was due on February 2, 2014 and accrued interest at a rate of 5.5% each four months from October 4, 2013 (with a rate of 2% per month applicable if a default occurred). The Temasek Bridge Note was cancelled as payment for Temasek’s purchase of a first tranche convertible note in the initial closing of the August 2013 Financing. 68 In October 2013, we amended the August 2013 SPA to include certain entities affiliated with FMR LLC (or the Fidelity Entities) in the first tranche closing (participating for a principal amount of $7.6 million), and to proportionally increase the amount acquired by exchange and cancellation of outstanding convertible promissory notes by Total to $14.6 million ($9.2 million in the first tranche and up to $5.4 million in the second tranche). Also in October 2013, we completed the closing of the Tranche I Notes for cash proceeds of $7.6 million and cancellation of outstanding convertible promissory notes of $44.2 million, of which $35.0 million resulted from the cancellation of the Temasek Bridge Note. In December 2013, we amended the August 2013 SPA to sell $3.0 million of senior convertible notes under the second tranche of the August 2013 Financing to funds affiliated with Wolverine Asset Management (or Wolverine) and we elected to call $25.0 million in additional funds from Temasek pursuant to its previous commitment to purchase such amount of convertible promissory notes in the second tranche. Additionally, pursuant to that amendment, we sold approximately $6.0 million of convertible promissory notes in the second tranche to Total through cancellation of the same amount of principal of previously outstanding convertible notes held by Total (in respect of Total’s preexisting contractual right to maintain its pro rata ownership position through such cancellation of indebtedness). The closing of the sale of such Tranche II Notes under the December amendment to the August 2013 SPA occurred in January 2014. The August 2013 Financing is more fully described in Note 5, “Debt.” In December 2013, in connection with our entry into agreements establishing our joint venture with Total, we exchanged the $69.0 million of the then-outstanding Total unsecured convertible notes issued pursuant to the Total Purchase Agreement for replacement 1.5% Senior Secured Convertible Notes, in principal amounts equal to the principal amount of the cancelled notes. In the 144A Offering in May 2014, we sold and issued $75.0 million in aggregate principal amount of 6.5% Convertible Senior Notes due 2019 to Morgan Stanley & Co. LLC as the Initial Purchaser in a private placement, and for initial resale by the Initial Purchaser to qualified institutional buyers pursuant to Rule 144A of the Securities Act. The 144A Offering is described in more detail in Note 5, “Debt.” In each of July 2014 and January 2015, we sold and issued a 1.5% Senior Secured Convertible Note to Total pursuant to the Total Purchase Agreement. The aggregate principal amount of these two notes was $21.7 million and each of such notes has a March 1, 2017 maturity date. Export Financing with ABC Brasil. In March 2013, we entered into an export financing agreement with ABC for approximately $2.5 million to fund exports through March 2014. This loan was collateralized by future exports from our Brazilian subsidiary. As of December 31, 2014 and 2013, the principal amount outstanding under this agreement was zero and $2.5 million, respectively. In March 2014, we entered into an additional export financing agreement with ABC for approximately $2.2 million to fund exports through March 2015. This loan is collateralized by future exports from our Brazilian subsidiary. As of December 31, 2014, the principal amount outstanding under this agreement was $2.2 million. We are also a parent guarantor for the payment of the outstanding balance under these loan agreements. Banco Pine/Nossa Caixa Financing. In July 2012, we entered into a Note of Bank Credit and a Fiduciary Conveyance of Movable Goods agreement with each of Nossa Caixa Desenvolvimento (or Nossa Caixa) and Banco Pine S.A. (or Banco Pine). Under these instruments, we borrowed an aggregate of R$52.0 million (approximately US$19.6 million based on the exchange rate as of December 31, 2014) as financing for capital expenditures relating to our manufacturing facility in Brotas, Brazil. Under the loan agreements, Banco Pine agreed to lend R$22.0 million and Nossa Caixa agreed to lend R$30.0 million. The loans have a final maturity date of July 15, 2022 and bear a fixed interest rate of 5.5% per year. The loans are also subject to early maturity and delinquency charges upon occurrence of certain events including interruption of manufacturing activities at our manufacturing facility in Brotas, Brazil for more than 30 days, except during sugarcane off-season. The loans are secured by certain of our farnesene production assets at the manufacturing facility in Brotas, Brazil and we provided a parent guarantee to each of the lenders. BNDES Credit Facility. In December 2011, we entered into a credit facility with Banco Nacional de Desenvolvimento Econômico e Social (or BNDES), a government-owned bank headquartered in Brazil (or the BNDES Credit Facility) to finance a production site in Brazil. The BNDES Credit Facility was for R$22.4 million (approximately US$8.4 million based on the exchange rate as of December 31, 2014). The 69 credit line is divided into an initial tranche for up to approximately R$19.1 million and an additional tranche of approximately R$3.3 million that becomes available upon delivery of additional guarantees. As of December 31, 2014 and 2013, the Company had R$11.5 million (approximately US$4.3 million based on the exchange rate as of December 31, 2014) and R$15.3 million (approximately US$6.5 million based on the exchange rate as of December 31, 2013), respectively, in outstanding advances under the BNDES Credit Facility. The principal of loans under the BNDES Credit Facility is required to be repaid in 60 monthly installments, with the first installment due in January 2013 and the last due in December 2017. Interest was initially due on a quarterly basis with the first installment due in March 2012. From and after January 2013, interest payments are due on a monthly basis together with principal payments. The loaned amounts carry interest of 7% per year. Additionally, there is a credit reserve charge of 0.1% on the unused balance from each credit installment from the day immediately after it is made available through its date of use, when it is paid. The BNDES Credit Facility is collateralized by first priority security interest in certain of our equipment and other tangible assets totaling R$24.9 million (approximately US$9.4 million based on the exchange rate as of December 31, 2014). We are a parent guarantor for the payment of the outstanding balance under the BNDES Credit Facility. Additionally, we were required to provide a bank guarantee equal to 10% of the total approved amount (R$22.4 million in total debt) available under the BNDES Credit Facility. For advances in the second tranche (above R$19.1 million ), we are required to provide additional bank guarantees equal to 90% of each such advance, plus additional Amyris guarantees equal to at least 130% of such advance. The BNDES Credit Facility contains customary events of default, including payment failures, failure to satisfy other obligations under the credit facility or related documents, defaults in respect of other indebtedness, bankruptcy, insolvency and inability to pay debts when due, material judgments, and changes in control of Amyris Brasil. If any event of default occurs, BNDES may terminate its commitments and declare immediately due all borrowings under the facility. FINEP Credit Facility. In November 2010, we entered into a credit facility with Financiadora de Estudos e Projetos (or FINEP), a state-owned company subordinated to the Brazilian Ministry of Science and Technology (or the FINEP Credit Facility) to finance a research and development project on sugarcane-based biodiesel (or the FINEP Project). The FINEP Credit Facility provided for loans of up to an aggregate principal amount of R$6.4 million (approximately US$2.4 million based on the exchange rate as of December 31, 2014) which are secured by a chattel mortgage on certain equipment of Amyris Brasil as well as by bank letters of guarantee. All available credit under this facility is fully drawn. As of December 31, 2014, the total outstanding loan balance under this credit facility was R$4.3 million (approximately $1.6 million based on the exchange rate as of December 31, 2014). Interest on loans drawn under the FINEP Credit Facility is fixed at 5.0% per annum. In case of default under, or non-compliance with, the terms of the agreement, the interest on loans will be dependent on the long-term interest rate as published by the Central Bank of Brazil (such rate, the TJLP). If the TJLP at the time of default is greater than 6%, then the interest will be 5.0% plus a TJLP adjustment factor otherwise the interest will be at 11.0% per annum. In addition, a fine of up to 10.0% will apply to the amount of any obligation in default. Interest on late balances will be 1.0% interest per month, levied on the overdue amount. Payment of the outstanding loan balance will be made in 81 monthly installments, which commenced in July 2012 and extends through March 2019. Interest on loans drawn and other charges are paid on a monthly basis and commenced in March 2011. The FINEP Credit Facility contains the following significant terms and conditions: • We are required to share with FINEP the costs associated with the FINEP Project. At a minimum, we are required to contribute approximately R$14.5 million (US$5.5 million based on the exchange rate as of December 31, 2014) of which R$11.1 million was contributed prior to the release of the second disbursement. All four disbursements were completed and we have fulfilled all of our cost sharing obligations; 70 • • After the release of the first disbursement, prior to any subsequent drawdown from the FINEP Credit Facility, we were required to provide bank letters of guarantee of up to R$3.3 million in aggregate (approximately US$1.2 million based on the exchange rate as of December 31, 2014) before receiving the second installment in December 2012. We obtained the bank letters of guarantee from ABC; and Amounts disbursed under the FINEP Credit Facility were required to be used towards the FINEP Project within 30 months after the contract execution. Hercules Loan Facility. In March 2014, we entered into the Hercules Loan Facility to make available a loan in the aggregate principal amount of up to $25.0 million. The original Hercules Loan Facility accrues interest at a rate per annum equal to the greater of either the prime rate reported in the Wall Street Journal plus 6.25% or 9.5%. We may repay the loaned amounts before the maturity date (generally February 1, 2017) if we pay an additional fee of 3% of the outstanding loans (1% if after the initial twelve-month period of the loan). We were also required to pay a 1% facility charge at the closing of the transaction, and are required to pay a 10% end of term charge. In connection with the original Hercules Loan Facility, Amyris agreed to certain customary representations and warranties and covenants, as well as certain covenants that were subsequently amended (as described below). The total available credit of $25.0 million under this facility was fully drawn down. In June 2014, we entered into a first amendment (or the Hercules Amendment) of the Hercules Loan Facility. Pursuant to the Hercules Amendment, the parties agreed to adjust the term loan maturity date from May 31, 2015 to February 1, 2017 and removed (i) a requirement for us to pay a forbearance fee of $10.0 million in the event certain covenants were not satisfied, (ii) a covenant that we maintain positive cash flow commencing with the fiscal quarter beginning October 1, 2014, (iii) a covenant that, beginning with the fiscal quarter beginning July 1, 2014, we and our subsidiaries achieve certain projected cash product revenues and projected cash product gross profits, and (iv) an obligation for us to file a registration statement on Form S-3 with the SEC by no later than June 30, 2014 and complete an equity financing of more than $50.0 million by no later than September 30, 2014. We further agreed to include a new covenant requiring us to maintain unrestricted, unencumbered cash in an amount equal to at least 50% of the principal amount then outstanding under the Hercules Loan Facility and borrow an additional $5.0 million. The additional $5.0 million borrowing was completed in June 2014, and accrues interest at a rate per annum equal to the greater of either the prime rate reported in the Wall Street Journal plus 5.25% or 8.5%. The Hercules Loan Facility is secured by liens on our assets, including on certain of our intellectual property. The Hercules Loan Facility includes customary events of default, including failure to pay amounts due, breaches of covenants and warranties, material adverse effect events, certain cross defaults and judgments, and insolvency. If an event of default occurs, Hercules may require immediate repayment of all amounts due. As of December 31, 2014, $29.8 million was outstanding under the Hercules Loan Facility, net of discount of $0.2 million, and we maintain cash in excess of the approximately $15.0 million current minimum cash covenant described above. Common Stock Offerings. In December 2012, we completed a private placement of 14,177,849 shares common stock for aggregate proceeds of $37.2 million, of which $22.2 million in cash was received in December 2012 and $15.0 million was received in January 2013. Of the 14,177,849 shares issued in the private placement, 1,677,852 of such shares were issued to Total in exchange for the cancellation of $5.0 million of an outstanding senior unsecured convertible promissory note we previously issued to Total. In March 2013, we completed a private placement of 1,533,742 of our common stock to Biolding Investment SA (or Biolding) for aggregate proceeds of $5.0 million. This private placement represented the final tranche of Biolding’s preexisting contractual obligation to fund $15.0 million upon satisfaction by us of certain criteria associated with the commissioning of our production plant in Brotas, Brazil. In March 2014, we completed a private placement of 943,396 shares of our common stock to Kuraray for aggregate proceeds of $4.0 million. 71 Cash Flows during the Years Ended December 31, 2014, 2013, and 2012 Cash Flows from Operating Activities Our primary uses of cash from operating activities are costs related to production and sales of our products and personnel-related expenditures, offset by cash received from product sales, grants and collaborations. Cash used in operating activities was $84.7 million, $105.9 million and $150.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. Net cash used in operating activities of $84.7 million for the year ended December 31, 2014 was attributable to our net loss of $84.5 million excluding non-cash net income of $86.7 million, and a $0.2 million outflow from net changes in our operating assets and liabilities. Non-cash income of $86.7 million consisted primarily of a $144.1 million gain from change in the fair value of derivative instruments related to the embedded derivative liabilities associated with our senior secured convertible promissory notes and currency interest rate swap derivative liability, offset by $15.0 million of depreciation and amortization expenses, $14.1 million of stock-based compensation, $10.0 million of amortization of debt discount, $10.5 million loss associated with the extinguishment of convertible debt, $2.0 million loss on purchase commitments and write-off and disposal of property, plant and equipment, $2.9 million loss from investment in affiliate from our joint venture with Novvi and $3.0 million loss on impairment of IPR&D related to Draths. Net outflow from changes in operating assets and liabilities of $0.2 million primarily consisted of a $1.2 million increase in accounts receivable and related party accounts receivable, a $2.9 million increase in prepaid expenses and other assets, a $4.5 million increase in inventory as a result of the decrease in the allowance for lower of cost or market and a $3.2 million decrease in accounts payable, offset by a $6.8 million increase in accrued and other liabilities mainly due to an increase in accrued interest from new debt and a $4.8 million increase in deferred revenue from the collaboration agreement with Braskem and Michelin. Net cash used in operating activities of $105.9 million for the year ended December 31, 2013 was attributable to our net loss of $234.9 million and a $23.7 million net outflow from changes in our operating assets and liabilities, offset by non-cash charges of $152.8 million. Net outflow from changes in operating assets and liabilities of $23.7 million primarily consisted of a $4.8 million increase in accounts receivable and related party accounts receivable from collaborations, a $5.6 million increase in inventory during the latter part of 2013 to have sufficient farnesene inventory while the Brotas plant goes through its annual planned preventive maintenance during the first quarter of 2014, a $2.7 million increase in prepaid expenses and other assets, a $9.4 million decrease in accrued and other liabilities, a $2.6 million decrease in accounts payable and a $0.2 million decrease in deferred rent, offset by a $1.6 million decrease in deferred revenue and a $0.1 million decrease in derivative liability. Non-cash charges of $152.8 million consisted primarily of an $84.7 million loss from change in the fair value of derivative instruments related to the embedded derivative liabilities associated with our senior secured convertible promissory notes and currency interest rate swap derivative liability, $16.6 million of depreciation and amortization expenses, $18.0 million of stock-based compensation, $3.7 million of amortization of debt discount, $19.9 million loss associated with the extinguishment of convertible debt and $9.4 million loss on purchase commitments and write-off of property, plant and equipment related to a termination and settlement of our existing agreement with Tate & Lyle and Antibioticos. Net cash used in operating activities of $150.9 million for the year ended December 31, 2012 was attributable to our net loss of $206.0 million and a $33.5 million net outflow from changes in our operating assets and liabilities, offset by non-cash charges of $88.7 million. The net outflow from changes in operating assets and liabilities of $33.5 million primarily consisted of a $35.8 million decrease in accrued and other liabilities, an $11.8 million decrease in accounts payable, a $1.6 million decrease in deferred revenue and a $1.3 million increase in deferred rent, offset by a $2.8 million decrease in accounts receivable, a $2.9 million decrease in inventory, an $11.2 million decrease in prepaid expenses and other assets. Non-cash charges of $88.7 million consisted primarily of $45.9 million loss on purchase commitments and write-off of property, plant and equipment at contract manufacturers, $27.5 million of stock-based compensation and $14.6 million of depreciation and amortization expenses. 72 Cash Flows from Investing Activities Our investing activities consist primarily of capital expenditures and investment activities. Net cash used in investing activities of $9.8 million for the year ended December 31, 2014, was a result of $5.0 million of capital expenditures mainly due to maintenance and upgrades of our facility in Brotas, Brazil and $4.9 million loans and investment in our joint venture with Novvi ($2.8 million in loans and $2.1 million in equity). Net cash used in investing activities of $10.3 million for the year ended December 31, 2013, was a result of $8.1 million of capital expenditures and deposits on property, plant and equipment due to the construction of our first owned production facility in Brotas, Brazil, $1.5 million net purchases of short-term investments and $0.7 million of restricted cash. Net cash used in investing activities of $49.6 million for the year ended December 31, 2012, was a result of $56.9 million of capital expenditures and deposits on property, plant, and equipment due primarily to the construction of our first owned production facility in Brotas, Brazil and $1.0 million of restricted cash, offset by net sales of short term investments of $8.2 million. Cash Flows from Financing Activities Net cash provided by financing activities of $130.9 million for the year ended December 31, 2014, was a result of the net receipt of $139.5 million from debt and equity financing, which related to the closing of the second tranche of our convertible promissory note offering under the August 2013 SPA of $28.0 million, net of $6.0 million convertible promissory note issued to Total in exchange for cancellation of previously outstanding convertible promissory notes, borrowings under the Hercules Loan Facility of $29.8 million, the closing of our 144A Offering for approximately $72.0 million proceeds (net of payments of discount and expenses of $3.0 million), the sale of $10.9 million convertible notes under the July 2012 Agreements, $2.2 million from an export financing agreement with ABC and $4.7 million in proceeds from issuance of common stock, $4.0 million of which from issuance of common stock to Kuraray, offset by the $9.7 million settlement of convertible notes under the July 2012 Agreements. These cash inflows were offset by other payments of debt principal and capital lease obligations of $6.8 million. Net cash provided by financing activities of $91.2 million for the year ended December 31, 2013, was a result of the net receipt of $75.5 million from debt financings, of which $65.0 million is debt financing from related parties, the receipt of $20.0 million in proceeds from sales of common stock in private placements net of issuance cost, and the receipt of $0.3 million in proceeds from option exercises. These cash inflows were offset in part by principal payments on debt of $3.3 million and principal payments on capital leases of $1.4 million. Net cash provided by financing activities of $138.1 million for the year ended December 31, 2012, was a result of the net receipt of $108.9 million from debt financings, of which $30.0 million is debt financing from a related party, the receipt of $84.7 million in proceeds from sales of common stock in private placements net of issuance cost, and the receipt of $0.9 million in proceeds from option exercises. These cash inflows were offset in part by principal payments on debt of $52.6 million and principal payments on capital leases of $3.7 million. Off-Balance Sheet Arrangements We did not have during the periods presented, and we do not currently have, any material off-balance sheet arrangements, as defined under SEC rules, such as relationships with unconsolidated entities or financial partnerships, which are often referred to as structured finance or special purpose entities, established for the purpose of facilitating financing transactions that are not required to be reflected on our consolidated financial statements. 73 Contractual Obligations The following is a summary of our contractual obligations as of December 31, 2014 (in thousands): Total 2015 2016 2017 2018 2019 Thereafter Principal payments on long-term debt . . . . . . . . . . . . . . . . . . . . $312,700 $17,100 $20,973 $ 96,474 $ 60,236 $111,595 $ 6,322 Interest payments on long-term debt, fixed rate(1) . . . . . . . . . . . Operating leases . . . . . . . . . . . . . Principal payments on capital leases . . . . . . . . . . . . . . . . . . . Interest payments on capital leases Terminal storage costs . . . . . . . . . Purchase obligations(2) . . . . . . . . 88,004 58,613 816 54 102 2,871 9,482 6,694 541 39 102 1,407 7,800 6,564 250 15 — 442 12,946 33,321 23,997 458 6,565 6,653 6,791 25,346 25 — — 985 — — — 37 — — — — — — — — Total . . . . . . . . . . . . . . . . . . . $463,160 $35,365 $36,044 $116,995 $100,247 $142,383 $32,126 (1) Does not include any obligations related to make-whole interest or downround provisions. The fixed interest rates are more fully described in Note 5, “Debt” of our consolidated financial statements. (2) Purchase obligations include noncancellable contractual obligations and construction commitments of $1.6 million, of which zero have been accrued as loss on purchase commitments. Recent Accounting Pronouncements The information contained in Note 2 to the Consolidated Financial Statements under the heading “Recent Accounting Pronouncements” is hereby incorporated by reference into this Part II, Item 7. ITEM 7A. 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: commodity market prices, foreign currency exchange rates, and interest rates as described below. Interest Rate Risk Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and 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 December 31, 2014, our investment portfolio consisted primarily of money market funds and certificates of deposit, all of which are highly liquid investments. 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 this portfolio, we do not expect our operating results or cash flows to be materially affected to any significant degree by a sudden change in market interest rates on our investment portfolio. Additionally, as of December 31, 2014, 100% of our outstanding debt is in fixed rate instruments or instruments which have capped rates. Therefore, our exposure to the impact of variable interest rates is limited. Changes in interest rates may significantly change the fair value of our embedded derivative liabilities. Foreign Currency 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 subsidiaries in Brazil is the local currency (Brazilian real) in which recurring business transactions occur. We do not use currency exchange contracts as hedges against amounts permanently invested in our foreign 74 subsidiary. The amount we consider permanently invested in our foreign subsidiaries and translated into U.S. dollars using the year end exchange rate is $134.4 million at December 31, 2014 and $145.2 million at December 31, 2013. The decrease in the permanent investments in our foreign subsidiaries between 2013 and 2014 is due to the appreciation of the U.S. dollar versus the Brazilian real, offset by the additional capital contributions made and decrease in accumulated deficit of our wholly-owned consolidated subsidiary in Brazil. The potential loss in foreign exchange translation, which would be recognized in Other Comprehensive Income (Loss), resulting from a hypothetical 10% adverse change in quoted Brazilian real exchange rates is $13.4 million and $14.5 million for 2014 and 2013, respectively. Actual results may differ. We make limited use of derivative instruments, which includes currency interest rate swap agreements, to manage the Company’s exposure to foreign currency exchange rate and interest rate related to the Company’s Banco Pine loan. In June 2012, we entered into a currency interest rate swap arrangement with Banco Pine for R$22.0 million (approximately US$8.3 million based on the exchange rate as of December 31, 2014). The swap arrangement exchanges the principal and interest payments under the Banco Pine loan entered into in July 2012 for alternative principal and interest payments that are subject to adjustment based on fluctuations in the foreign exchange rate between the U.S. dollar and Brazilian real. The swap has a fixed interest rate of 3.94%. This arrangement hedges the foreign exchange rate exposure on the debt between the U.S. dollar and Brazilian real. We analyzed our foreign currency exposure, to identify assets and liabilities denominated in other currencies. For those assets and liabilities, we evaluated the effects of a 10% shift in exchange rates between those currencies and the U.S. dollar. We have determined that there would be an immaterial effect on our results of operations from such a shift. Commodity Price Risk Our primary exposure to market risk for changes in commodity prices currently relates to our purchases of sugar feedstocks. When possible, we manage our exposure to this risk primarily through the use of supplier pricing agreements. 75 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AMYRIS, INC. Index to Financial Statements and Financial Statement Schedules Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2014 and 2013 Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2014, 2013 and 2012 Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2014, 2013 and 2012 Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012 Notes to Consolidated Financial Statements Financial Statement Schedules: Schedule II Valuation and Qualifying Accounts for the years ended December 31, 2014, 2013 and 2012 Page 77 78 79 80 81 82 84 147 76 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Amyris, Inc.: In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Amyris, Inc. and its subsidiaries at December 31, 2014 and December 31, 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control — Integrated Framework (2013) issued by the the Treadway Commission (COSO). The Company’s Committee of Sponsoring Organizations of management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ PricewaterhouseCoopers LLP San Jose, California March 31, 2015 77 AMYRIS, INC. Consolidated Balance Sheets (In Thousands, Except Share and Per Share Amounts) Assets Current assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable, net of allowance of $479 and $479, respectively . . . . . . . . Related party accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity and loans in affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill and intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities and Deficit Current liabilities: Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital lease obligation, current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt, current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital lease obligation, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Related party debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred rent, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred revenue, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commitments and contingencies (Note 6) Stockholders’ deficit: December 31, 2014 2013 $ 42,047 1,375 8,687 455 14,506 6,534 73,604 118,980 1,619 2,260 13,635 6,085 $ 216,183 $ 3,489 5,303 13,565 541 17,100 39,998 275 100,122 115,239 10,250 6,539 59,736 9,087 341,246 $ 6,868 1,428 7,734 484 10,888 9,518 36,920 140,591 1,648 68 10,517 9,120 $ 198,864 $ 6,512 2,222 21,221 956 6,391 37,302 287 56,172 89,499 10,191 5,000 134,717 1,544 334,712 Preferred stock – $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — Common stock – $0.0001 par value, 300,000,000 and 200,000,000 shares authorized as of December 31, 2014 and 2013; 79,221,883 and 76,662,812 shares issued and outstanding as of December 31, 2014 and 2013, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total stockholders’ deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities and stockholders’ deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Amyris, Inc. stockholders’ deficit 8 724,669 (29,977) (819,152) (124,452) (611) (125,063) $ 216,183 8 706,253 (20,087) (821,438) (135,264) (584) (135,848) $ 198,864 See the accompanying notes to the consolidated financial statements. 78 AMYRIS, INC. Consolidated Statements of Operations (In Thousands, Except Share and Per Share Amounts) Years Ended December 31, 2013 2014 2012 Revenues $ Renewable product sales . . . . . . . . . . . . . . . . . . . . . . . . . Related party renewable product sales . . . . . . . . . . . . . . . Ethanol and ethanol-blended gasoline . . . . . . . . . . . . . . . Total product sales . . . . . . . . . . . . . . . . . . . . . . . . . . . Grants and collaborations revenue . . . . . . . . . . . . . . . . . . Related party grants and collaborations revenue . . . . . . . . Total grants and collaborations revenue . . . . . . . . . . . . Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22,793 646 — 23,439 19,835 — 19,835 43,274 $ 14,428 1,380 — 15,808 22,664 2,647 25,311 41,119 10,802 — 38,836 49,638 14,281 9,775 24,056 73,694 Cost and operating expenses Cost of products sold . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on purchase commitments and write-off of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of intangible assets . . . . . . . . . . . . . . . . . . . Research and development . . . . . . . . . . . . . . . . . . . . . . . Sales, general and administrative . . . . . . . . . . . . . . . . . . . Total cost and operating expenses . . . . . . . . . . . . . . . . . Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income (expense): Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain (loss) from change in fair value of derivative instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss from extinguishment of debt . . . . . . . . . . . . . . . . . . Other income (expense), net . . . . . . . . . . . . . . . . . . . . . . Total other income (expense) . . . . . . . . . . . . . . . . . . . . Income (loss) before income taxes and loss from investments in affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefit (provision) for income taxes . . . . . . . . . . . . . . . . . . Net income (loss) before loss from investments in affiliates . . . Loss from investments in affiliates . . . . . . . . . . . . . . . . . . . . Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net (income) loss attributable to noncontrolling interest . . . . Net income (loss) attributable to Amyris, Inc. common 33,202 38,253 77,314 1,769 3,035 49,661 55,435 143,102 (99,828) 387 (28,949) 144,138 (10,512) 336 105,400 5,572 (495) 5,077 (2,910) 2,167 119 9,366 — 56,065 57,051 160,735 (119,616) 162 (9,107) (84,726) (19,914) (2,553) (116,138) (235,754) 847 (234,907) — (234,907) (204) 45,854 — 73,630 78,718 275,516 (201,822) 1,472 (4,926) 1,790 (920) (646) (3,230) (205,052) (981) (206,033) — (206,033) 894 stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,286 $ (235,111) $ (205,139) Net income (loss) per share attributable to common stockholders: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ Weighted-average shares of common stock outstanding used in computing net income (loss) per share of common stock: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.03 $ (0.90) $ (3.12) $ (3.12) (3.62) (3.62) 78,400,098 121,859,441 75,472,770 75,472,770 56,717,869 56,717,869 See the accompanying notes to the consolidated financial statements. 79 AMYRIS, INC. Consolidated Statements of Comprehensive Loss (In Thousands) Years Ended December 31, 2014 2013 2012 Comprehensive loss: Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,167 $(234,907) $(206,033) Foreign currency translation adjustment, net of tax . . . . . . . . . . . . . (9,798) (7,191) (6,626) Total comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,631) (242,098) (212,659) Income (loss) attributable to noncontrolling interest . . . . . . . . . . . . . . 119 (204) 894 Foreign currency translation adjustment attributable to noncontrolling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (92) (89) (257) Comprehensive loss attributable to Amyris, Inc. . . . . . . . . . . . . . . . . . $(7,604) $(242,391) $(212,022) See the accompanying notes to the consolidated financial statements. 80 AMYRIS, INC. Consolidated Statements of Stockholders’ Equity (Deficit) (In Thousands, Except Share and Per Share Amounts) Common Stock Shares Amount Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Noncontrolling Interest Total Equity December 31, 2011 . . . . . . . . . . . . . . . . 45,933,138 $ 5 $548,159 $(381,188) $ (5,924) $ (240) $ 160,812 Issuance of common stock upon exercise of stock options, net of restricted stock . . . . . 1,441,676 — 1,509 Issuance of common stock in a private placement, net of issuance cost of $392 . . . 21,040,717 2 89,680 Recovery of shares from Draths escrow . . . . . (5,402) — — Shares issued from restricted stock unit settlement . . . . . . . . . . . . . . . . . . . 299,584 — (588) Repurchase of common stock . . . . . . . . . . (53) — Stock-based compensation . . . . . . . . . . . . Change in unrealized loss on investments . . . . Foreign currency translation adjustment, net of tax . . . . . . . . . . . . . . . . . . . . . . . Net loss . . . . . . . . . . . . . . . . . . . . . . — — — — — — — — 27,473 — — — — — — — — — — — (205,139) — — — — — — — — — — — — — 1,509 89,682 — (588) — 27,473 — (6,883) — 257 (894) (6,626) (206,033) December 31, 2012 . . . . . . . . . . . . . . . . 68,709,660 $ 7 $666,233 $(586,327) $(12,807) $ (877) $ 66,229 December 31, 2012 . . . . . . . . . . . . . . . . 68,709,660 $ 7 $666,233 $(586,327) $(12,807) $ (877) $ 66,229 Issuance of common stock upon exercise of stock options, net of restricted stock . . . . . Issuance of common stock in a private placement, net of issuance cost of $21 . . . . 777,099 — 1,489 6,567,299 1 19,979 Shares issued from restricted stock unit settlement . . . . . . . . . . . . . . . . . . . Issuance of common stock warrants in connection with issuance of convertible promissory note . . . . . . . . . . . . . . . . Stock-based compensation . . . . . . . . . . . . Foreign currency translation adjustment, net of tax . . . . . . . . . . . . . . . . . . . . . . . Net loss . . . . . . . . . . . . . . . . . . . . . . 608,754 — (825) — — — — — — — 1,330 18,047 — — — — — — (235,111) — — — (7,280) — — — — 89 204 1,489 19,980 (825) 1,330 18,047 (7,191) (234,907) December 31, 2013 . . . . . . . . . . . . . . . . 76,662,812 $ 8 $706,253 $(821,438) $(20,087) $ (584) $(135,848) December 31, 2013 . . . . . . . . . . . . . . . . 76,662,812 $ 8 $706,253 $(821,438) $(20,087) $ (584) $(135,848) Issuance of common stock upon exercise of stock options, net of restricted stock . . . . . 779,490 Issuance of common stock in a private placement . . . . . . . . . . . . . . . . . . . 943,396 Shares issued from restricted stock unit settlement . . . . . . . . . . . . . . . . . . . 836,185 Stock-based compensation . . . . . . . . . . . . Foreign currency translation adjustment, net of tax . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . — — — — — — — — — 2,133 4,000 (1,822) 14,105 — — — — — — 2,286 — — — (9,890) — — — — 92 (119) 2,133 4,000 (1,822) 14,105 (9,798) 2,167 December 31, 2014 . . . . . . . . . . . . . . . . 79,221,883 $ 8 $724,669 $(819,152) $(29,977) $ (611) $(125,063) See the accompanying notes to the consolidated financial statements. 81 AMYRIS, INC. Consolidated Statements of Cash Flows (In Thousands) Years Ended December 31, 2013 2012 2014 Operating activities Net income (loss) Adjustments to reconcile net income (loss) to net cash used in operating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on disposal of property, plant and equipment . . . . . . . . . . . . . . . . . . . Impairment of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss from extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on purchase commitments and write-off of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in fair value of derivative instruments . . . . . . . . . . . . . . . . . . . . . . Loss from investment in affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other non-cash expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in assets and liabilities: Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Related party accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . Investing activities Purchase of short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maturities of short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales of short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment in affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan to affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of property, plant and equipment, net of disposals . . . . . . . . . . . . Deposits on property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . Financing activities Proceeds from issuance of common stock, net of repurchases . . . . . . . . . . . . Employees’ taxes paid upon vesting of restricted stock units . . . . . . . . . . . . . Proceeds from issuance of common stock in private placements, net of issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Principal payments on capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from debt issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from debt issued to related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Principal payments on debt Net cash provided by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . . . Effect of exchange rate changes on cash and cash equivalents $ 2,167 $(234,907) $(206,033) 14,969 263 3,035 14,105 9,981 10,512 — 1,769 (144,138) 2,910 (113) (1,217) (4) (4,481) (2,907) (3,209) 6,830 4,760 60 (84,708) (1,371) 1,409 — — (2,075) (2,790) (5,004) — (9,831) 2,488 (1,822) 16,639 176 — 18,047 3,683 19,914 — 9,366 84,726 — 211 (4,365) (484) (5,612) (2,743) (2,636) (9,275) 1,634 (233) (105,859) (2,795) 1,281 — (736) — — (8,087) — (10,337) 14,570 370 — 27,473 838 920 236 45,854 (1,764) — 159 2,837 — 2,919 11,239 (11,811) (35,754) (1,648) (1,277) (150,872) (8,334) — 16,503 (955) — — (56,832) (26) (49,644) 1,134 (825) 1,479 (588) 4,000 (1,045) 83,171 49,862 (5,733) 130,921 (1,203) 35,179 6,868 $ 42,047 19,980 (1,366) 10,535 65,000 (3,277) 91,181 1,291 (23,724) 30,592 6,868 84,682 (3,727) 78,904 30,000 (52,633) 138,117 (2,712) (65,111) 95,703 $ 30,592 $ See the accompanying notes to the consolidated financial statements. 82 AMYRIS, INC. Consolidated Statements of Cash Flows — (Continued) (In Thousands) Supplemental disclosures of cash flow information: Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash paid for income taxes, net of refunds . . . . . . . . . . . . . . . . . . . . . . . . . . Supplemental disclosures of non-cash investing and financing activities: Acquisitions of property, plant and equipment under accounts payable, accrued liabilities and notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financing of equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Warrants issued in connection with issuance of convertible promissory notes . . . Financing of insurance premium under notes payable . . . . . . . . . . . . . . . . . . Receivable of proceeds for options exercised . . . . . . . . . . . . . . . . . . . . . . . . . Capitalized taxes in property, plant and equipment . . . . . . . . . . . . . . . . . . . . Interest capitalized to property, plant and equipment . . . . . . . . . . . . . . . . . . . Debt issued related to an investment in joint venture . . . . . . . . . . . . . . . . . . . Conversion of other liability to related party debt . . . . . . . . . . . . . . . . . . . . . Conversion of related party debt to common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transfer of long term deposits to property, plant and equipment Interest capitalized to debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash equity investment in affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . Years Ended December 31, 2013 2012 2014 $ 6,910 $ $ — $ 2,978 $ — $ 3,399 — $ $ $ $ $ $ $ $ $ $ $ $ 5,590 $ 1,281 $ 114 617 $ — $ $ 166 — $ — $ — $ — $ — $ — $ — $ $ $ 2,261 2,538 $ — — $ — $ 1,330 — $ 425 — 355 $ — (8,572) $ 554 — $ 68 — $ — $ (23,300) — $ 5,000 — $ 12,218 — — $ — — $ See the accompanying notes to the consolidated financial statements. 83 AMYRIS, INC. Notes to Consolidated Financial Statements 1. The Company Amyris, Inc. (or the Company) was incorporated in California on July 17, 2003 and reincorporated in Delaware on June 10, 2010 for the purpose of leveraging breakthroughs in bioscience technology to develop and provide renewable compounds for a variety of markets. The Company is currently applying its industrial synthetic biology platform to provide alternatives to select petroleum-sourced products used in consumer care, specialty chemical and transportation fuel markets worldwide. The Company’s first commercialization efforts have been focused on a renewable hydrocarbon molecule called farnesene (Biofene®), which forms the basis for a wide range of products including emollients, flavors and fragrance oils and diesel fuel. While the Company’s platform is able to use a wide variety of feedstocks, the Company is initially focused on Brazilian sugarcane. In addition, the Company is a party to various contract manufacturing agreements to support commercial production. The Company has established two principal operating subsidiaries, Amyris Brasil Ltda. (formerly Amyris Brasil S.A., or Amyris Brasil) for production in Brazil, and Amyris Fuels, LLC (or Amyris Fuels). The Company’s renewable products business strategy is to focus on direct commercialization of specialty products while moving established commodity products into joint venture arrangements with leading industry partners. To commercialize its products, the Company must be successful in using its technology to manufacture its products at commercial scale and on an economically viable basis (i.e., low per unit production costs) and developing sufficient sales volume for those products to support its operations. The Company’s prospects are subject to risks, expenses and uncertainties frequently encountered by companies in this stage of development. The Company expects to fund its operations for the foreseeable future with cash and investments currently on hand, with cash inflows from collaborations and grants, cash contributions from product sales, and with new debt and equity financings. The Company’s planned 2015 and 2016 working capital needs and its planned operating and capital expenditures are dependent on significant inflows of cash from new and existing collaboration partners and from cash generated from renewable product sales, and may also require additional funding from debt or equity financings. Liquidity The Company has incurred significant operating losses since its inception and believes that it will continue to incur losses and negative cash flow from operations into at least 2016. As of December 31, 2014, the Company had an accumulated deficit of $819.2 million and had cash, cash equivalents and short term investments of $43.4 million. The Company has significant outstanding debt and contractual obligations related to capital and operating leases, as well as purchase commitments. As of December 31, 2014, the Company’s debt totaled to $312.7 million, of which $17.1 million matures within the next twelve months. In addition to upcoming debt maturities, the Company’s debt service obligations over the next twelve months are significant, including $9.5 million of anticipated cash interest payments. The Company’s debt agreements also contain various covenants, including certain restrictions on the Company’s business that could cause the Company to be at risk of defaults, such as the requirement to maintain unrestricted, unencumbered cash in an amount equal to at least 50% of the principal amount outstanding under the Hercules Loan Facility. Please refer to Note 5, “Debt” and Note 6, “Commitments and Contingencies” for further details regarding the Company’s obligations and commitments. The Company’s operating plan for 2015 contemplates significant reduction in the Company’s net cash outflows, resulting from (i) revenue growth from sales of existing and new products with positive gross margins, (ii) reduced production costs compared to prior periods as a result of manufacturing and technical developments from collaborations compared to 2014, and (iv) maintaining operating expenses at levels comparable to 2014, and (v) access to various financing commitments (see Note 16, “Subsequent Events”). increased cash inflows in 2014, (iii) 84 If the Company is unable to raise additional financing, or if other expected sources of funding are delayed or not received, the Company would take the following actions as early as the second quarter of 2015 to support our liquidity needs through the remainder of 2015 and into 2016: • • • • • • Effect significant headcount reductions, particularly with respect to employees not connected to critical or contracted activities across all functions of the Company, including employees involved in general and administrative, research and development, and production activities. Shift focus to existing products and customers with significantly reduced investment in new product and commercial development efforts. Reduce production activity at our Brotas facility to levels only sufficient to satisfy volumes required for product revenues forecast from existing products and customers. Reduce expenditures for third party contractors, including consultants, professional advisors and other vendors. Reduce or delay uncommitted capital expenditures, equipment, and information technology projects. including non-essential facility and lab Closely monitor our working capital position with customers and suppliers, as well as suspend operations at pilot plants and demonstration facilities. The contingency cash plan contemplating these actions is designed to save us an estimated $30.0 million to $40.0 million over the period through March 31, 2016. Implementing this plan could have a negative impact on the Company’s ability to continue its business as currently contemplated, including, without limitation, delays or failures in its ability to: • • • Achieve planned production levels; Develop and commercialize products within planned timelines or at planned scales; and Continue other core activities. Furthermore, any inability to scale-back operations as necessary, and any unexpected liquidity needs, could create pressure to implement more severe measures. Such measures could have an adverse effect on the Company’s ability to meet contractual requirements, including obligations to maintain manufacturing operations, and increase the severity of the consequences described above. 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (or GAAP) and with the instructions for Form 10-K and Regulations S-X. The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. We use the equity method to account for investments in companies, if our investments provide us with the ability to exercise significant influence over operating and financial policies of the investee. Our consolidated net income or loss includes the Company’s proportionate share of the net income or loss of these companies. Our judgment regarding the level of influence over each equity method investment includes considering key factors such as our ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. Principles of Consolidation The consolidated financial statements of the Company include the accounts of Amyris, Inc., its subsidiaries and two consolidated VIEs, with respect to which the Company is considered the primary beneficiary, after elimination of intercompany accounts and transactions. Disclosure regarding the Company’s participation in the VIEs is included in Note 7, “Joint Ventures and Noncontrolling Interest.” 85 Variable Interest Entities The Company has interests in joint venture entities that are variable interest entities (or VIEs). Determining whether to consolidate a variable interest entity requires judgment in assessing (i) whether an entity is a VIE and (ii) if the Company is the entity’s primary beneficiary and thus required to consolidate the entity. To determine if the Company is the primary beneficiary of a VIE, the Company evaluates whether it has (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company’s evaluation includes identification of significant activities and an assessment of its ability to direct those activities based on governance provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding and financing and other applicable agreements and circumstances. The Company’s assessment of whether it is the primary beneficiary of its VIEs requires significant assumptions and judgment. The consolidated financial statements of the Company include the accounts of Amyris, Inc., its subsidiaries and two consolidated VIEs with respect to which the Company is considered the primary beneficiary, after elimination of intercompany accounts and transactions. Disclosure regarding the Company’s participation in the VIEs is included in Note 7, “Joint Ventures and Noncontrolling Interest.” Use of Estimates In preparing the consolidated financial statements, management must make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, short term investments and accounts receivable. The Company places its cash equivalents and investments with high credit quality financial institutions and, by policy, limits the amount of credit exposure with any one financial institution. Deposits held with banks may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash and cash equivalents and short-term investments. The Company performs ongoing credit evaluation of its customers, does not require collateral, and maintains allowances for potential credit losses on customer accounts when deemed necessary. Customers representing 10% or greater of accounts receivable were as follows: Customers Customer B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer F . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * No outstanding balance ** Less than 10% 86 December 31, 2014 2013 * 27% 19% 14% * 23% 28% ** ** 27% Customers representing 10% or greater of revenues were as follows: Customers Years Ended December 31, 2014 2013 2012 Customer A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * * Customer B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer F . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer G . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * Not a customer ** Less than 10% Fair Value of Financial Instruments ** 15% 10% 10% 47% 20% 12% ** ** ** 13% * ** ** ** 13% The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Where available, fair value is based on or derived from observable market prices or other observable inputs. Where observable prices or inputs are not available, valuation techniques are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity. The carrying amounts of certain financial term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The fair values of the loans payable, convertible notes and credit facility are based on the present value of expected future cash flows and assumptions about current interest rates and the creditworthiness of the Company. The loans payable, convertible notes and credit facility are carried on the consolidated balance sheet on a historical cost basis, because the Company has not elected to recognize the fair value of these liabilities. instruments, such as cash equivalents, short The Company estimates the fair value of the compound embedded derivatives for the convertible promissory notes to Total Energies Nouvelles Activités USA (formerly known as Total Gas & Power USA, SAS, or Total) (refer to Note 5, “Debt” for further details) using the Monte Carlo simulation valuation model that combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, probability of a change of control and the trading information of the Company’s common stock into which the notes are or may become convertible. The Company estimates the fair value of the compound embedded derivatives for the first and second tranches of the August 2013 Financing (or, Tranche I Notes and Tranche II Notes, respectively) and the Rule 144A Convertible Note Offering (as defined in Note 5, “Debt” and together, Convertible Notes) using the binomial lattice model in order to estimate the fair value of the embedded derivatives. A binomial lattice model generates two probable outcomes — one up and another down — arising at each point in time, starting from the date of valuation until the maturity date. A lattice model was used to determine if the Convertible Notes would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made: (i) the Convertible Notes will be converted early if the conversion value is greater than the holding value and (ii) the Convertible Notes 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 Notes are called, then the holder will maximize their value by finding the optimal decision between (1) redeeming at the redemption price and (2) converting the Convertible Notes. Using this lattice method, the Company valued the embedded derivatives using the “with-and-without method”, where the fair value of the Convertible Notes including the embedded derivatives is defined as the “with”, and the fair value of the Convertible Notes excluding the embedded derivatives is defined as the “without”. This method estimates the fair value 87 of the embedded derivatives by looking at the difference in the values between the Convertible Notes with the embedded derivatives and the fair value of the Convertible Notes without the embedded derivatives. The lattice model uses the stock price, conversion rate, conversion price, maturity date, risk-free interest rate, estimated stock volatility and estimated credit spread. Changes in the inputs into these valuation models have a significant impact on the estimated fair value of the embedded derivatives. For example, a decrease (increase) in the estimated credit spread for the Company results in an increase (decrease) in the estimated fair value of the embedded derivatives. Conversely, a decrease (increase) in the stock price results in a decrease (increase) in the estimated fair value of the embedded derivatives. The changes during 2014, 2013 and 2012 in the fair values of the bifurcated compound embedded derivatives are primarily related to the change in price of the Company’s underlying common stock and are reflected in the consolidated statements of operations as “Gain (loss) from change in fair value of derivative instruments.” Cash and Cash Equivalents All highly liquid investments purchased with an original maturity date of 90 days or less at the date of purchase are considered to be cash equivalents. Cash and cash equivalents consist of money market funds and certificates of deposit. Short Term Investments Investments with original maturities greater than 90 days that mature less than 1 year from the consolidated balance sheet date are classified as short-term investments. The Company classifies investments as short-term or long-term based upon whether such assets are reasonably expected to be realized in cash or sold or consumed during the normal cycle of business. The Company invests its excess cash balances primarily in certificates of deposit. Certificates of deposits that have maturities greater than 90 days that mature less than one year from the consolidated balance sheet date are classified as short term investments. The Company classifies all of its investments as available-for-sale and records such assets at estimated fair value in the consolidated balance sheets, with unrealized gains and losses, if any, reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity (deficit). Debt securities are adjusted for amortization of premiums and accretion of discounts and such amortization and accretion are reported as a component of interest income. Realized gains and losses and declines in value that are considered to be other-than-temporary are recognized in the statements of operations. The cost of securities sold is determined on the specific identification method. There were no significant realized gains or losses from sales of debt securities during the years ended December 31, 2014, 2013 and 2012. As of December 31, 2014 and 2013, the Company did not have any other-than-temporary declines in the fair value of its debt securities. Accounts Receivable The Company maintains an allowance for doubtful accounts receivable for estimated losses resulting from the inability of its customers to make required payments. The Company determines this allowance based on specific doubtful account identification and management judgment on estimated exposure. The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues collection of the receivable. Inventories Inventories, which consist of farnesene-derived products and flavor and fragrances ingredients are stated at the lower of cost or market and categorized as finished goods, work-in-process or raw material inventories. The Company transitioned out of the ethanol and reformulated ethanol-blended gasoline business in 2012 and sold its remaining inventory of ethanol and reformulated ethanol-blended gasoline during the quarter ended September 30, 2012. The Company evaluates the recoverability of its inventories based on assumptions about expected demand and net realizable value. If the Company determines that the cost of inventories exceeds its estimated net realizable value, the Company records a write-down equal to the difference between the cost of inventories and the estimated net realizable value. If actual net realizable values are less favorable than those projected by management, additional inventory write-downs may be 88 required that could negatively impact the Company’s operating results. If actual net realizable values are more favorable, the Company may have favorable operating results when products that have been previously written down are sold in the normal course of business. The Company also evaluates the terms of its agreements with its suppliers and establishes accruals for estimated losses on adverse purchase commitments as necessary, applying the same lower of cost or market approach that is used to value inventory. Cost is computed on a first-in, first-out basis. Inventory costs include transportation costs incurred in bringing the inventory to its existing location. Investments in Affiliates We use the equity method to account for our investments in affiliates. We include our proportionate share of earnings and/or losses of our equity method investees in the loss from investments in affiliates in the consolidated statements of operations. The carrying value of our investments in affiliates includes loans to affiliates. Investments in affiliates are are carried at cost, as adjusted for market rates of interest imputed to non-market interest rate loans advanced to affiliates. Restricted Cash Cash accounts that are restricted to withdrawal or usage are presented as restricted cash. As of December 31, 2014 and 2013, the Company had $1.6 million of restricted cash held by a bank in a certificate of deposit as collateral under a facility lease and bank guarantees. Derivative Instruments The Company makes limited use of derivative instruments, which includes currency interest rate swap agreements to manage the Company’s exposure to foreign currency exchange rate fluctuations and interest rate fluctuations related to the Company’s Banco Pine S.A. loan (discussed below under Note 5, “Debt”). Through the third quarter of 2012, the Company held futures positions on the New York Mercantile Exchange and the CME/Chicago Board of Trade to mitigate the risks related to the price volatility of ethanol and reformulated ethanol-blended gasoline but, as of September 30, 2012, the Company had transitioned out of that business and no longer holds such derivative instruments. The Company does not its activity in derivative commodity engage in speculative derivative activities, and the purpose of instruments is to manage the financial risk posed by physical transactions and inventory. Changes in the fair value of the derivative contracts are recognized immediately in the consolidated statements of operations. Embedded derivatives that are required to be bifurcated from the underlying debt instrument (i.e. host) are accounted for and valued as separate financial instruments. The Company evaluated the terms and features of its convertible notes payable and identified compound embedded derivatives (a conversion option that contains a “make-whole interest” provision and down round conversion price adjustment provisions) requiring bifurcation and accounting at fair value because the economic and contractual characteristics of the embedded derivatives met the criteria for bifurcation and separate accounting due to the conversion option containing a “make-whole interest” provision and down round conversion price adjustment provisions, that requires cash payment for forgone interest upon a change of control and down round conversion price adjustment provisions. Property, Plant and Equipment, net Property, plant and equipment, net are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. 89 Depreciation and amortization periods for the Company’s property, plant and equipment are as follows: Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 − 15 years Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 years Computers and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 − 5 years Furniture and office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 years 5 years Buildings and leasehold improvements are amortized on a straight-line basis over the terms of the lease, or the useful life of the assets, whichever is shorter. Computers and software includes internal-use software that is acquired to meet the Company’s needs. Amortization commences when the software is ready for its intended use and the amortization period is the estimated useful life of the software, generally 3 to 5 years. Capitalized costs primarily include contract labor costs of the individuals dedicated to the development and installation of internal-use software. Impairment of Long-Lived Assets Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or the estimated useful life is no longer appropriate. If indicators of impairment exist and the undiscounted projected cash flows associated with such assets are less than the carrying amount of the asset, an impairment loss is recorded to write the assets down to their estimated fair values. Fair value is estimated based on discounted future cash flows. There were $1.8 million, $7.7 million, and $6.4 million, of impairment charges recorded during the years ended December 31, 2014, 2013 and 2012, respectively. Goodwill and Intangible Assets Goodwill represents the excess of the cost over the fair value of net assets acquired from business combinations. Intangible assets are comprised primarily of in-process research and development (or IPR&D). The goodwill and IPR&D were recognized on an acquisition completed in 2011. Goodwill and intangible assets with indefinite useful lives are assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstances warrant such a review. When required, a comparison of fair value to the carrying amount of assets is performed to determine the amount of any impairment. The Company makes significant judgments in relation to the valuation of goodwill and intangible assets resulting from business combinations. There are several methods that can be used to determine the estimated fair value of the IPR&D acquired in a business combination. We used the “income method,” which applies a probability weighting that considers the risk of development and commercialization, to the estimated future net cash flows that are derived from projected sales revenues and estimated costs. These projections are based on factors such as relevant market size, pricing of similar products, and expected industry trends. The estimated future net cash flows are then discounted to the present value using an appropriate discount rate. These assets are treated as indefinite-lived intangible assets until completion or abandonment of the projects, at which time the assets will be amortized over the remaining useful life or written off, as appropriate. Amounts recorded as IPR&D will begin being amortized upon the completion of development activities over the estimated useful life of the technology. The development activities have not been completed, and therefore the amortization of the acquired IPR&D has not begun. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the Company’s overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, we make an assessment of the recoverability of the net carrying value of the asset. If this assessment indicates that the intangible asset is not recoverable, based on the estimated discounted future cash flows of the technology over its expected life, we reduce the net carrying value of the related intangible asset to fair 90 value. Any such impairment charge could be significant and could have a material adverse effect on the Company’s reported financial results. As a result of our impairment assessment of IPR&D, the Company recognized an impairment of its IPR&D asset of $3.0 million for the year ended December 31, 2014 and zero for the years ended December 31, 2013 and 2012. Noncontrolling Interest Changes in noncontrolling interest ownership that do not result in a change of control and where there is a difference between fair value and carrying value are accounted for as equity transactions. In April 2010, the Company entered into a joint venture with São Martinho S.A. (or São Martinho). The carrying value of the noncontrolling interest from this joint venture is recorded in the equity section of the consolidated balance sheets (see Note 7, “Joint Ventures and Noncontrolling Interest”). In January 2011, the Company entered into a production service agreement with Glycotech, Inc. (or Glycotech). The Company has determined that the arrangement with Glycotech qualifies as a VIE. The Company determined that it is the primary beneficiary. The carrying value of the noncontrolling interest from this VIE is recorded in the equity section of the consolidated balance sheets (see Note 7, “Joint Ventures and Noncontrolling Interest”). Revenue Recognition The Company recognizes revenue from the sale of renewable products, delivery of research and development services, and from governmental grants. Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectibility is reasonably assured. If sales arrangements contain multiple elements, the Company evaluates whether the components of each arrangement represent separate units of accounting. Product Sales The Company’s renewable product sales do not include rights of return. Returns are only accepted if the product does not meet product specifications and such nonconformity is communicated to the Company within a set number of days of delivery. The Company offers a two year standard warranty provision for the products do not meet sold after March 31, 2012, Company-established criteria as set forth in the Company’s trade terms. The Company bases its return reserve on a historical rate of return for the Company’s squalane products. Revenues are recognized, net of discounts and allowances, once passage of title and risk of loss has occurred and contractually specified acceptance criteria have been met, provided all other revenue recognition criteria have also been met. squalane products if Grants and Collaborative Revenue Revenue from collaborative research services is recognized as the services are performed consistent with the performance requirements of the contract. In cases where the planned levels of research services fluctuate over the research term, the Company recognizes revenue using the proportionate performance method based upon actual efforts to date relative to the amount of expected effort to be incurred by the Company. When up-front payments are received and the planned levels of research services do not fluctuate over the research term, revenue is recorded on a ratable basis over the arrangement term, up to the amount of cash received. When up-front payments are received and the planned levels of research services fluctuate over the research term, revenue is recorded using the proportionate performance method, up to the amount of cash received. Where arrangements include milestones that are determined to be substantive and at risk at the inception of the arrangement, revenue is recognized upon achievement of the milestone and is limited to those amounts whereby collectibility is reasonably assured. Government grants are agreements that generally provide cost reimbursement for certain types of expenditures in return for research and development activities over a contractually defined period. Revenues from government grants are recognized in the period during which the related costs are incurred, provided that the conditions under which the government grants were provided have been met and only perfunctory obligations are outstanding. Under the Defense Advanced Research Projects Agency (or DARPA) contract 91 signed in June 2012, the Company received funding based on achievement of program milestones. Accordingly, the Company recognized revenue using the proportionate performance method based upon actual efforts to date relative to the amount of expected effort to be incurred, up to the amount of verified payable milestones. Cost of Products Sold Cost of products sold includes production costs of renewable products, which include cost of raw materials, amounts paid to contract manufacturers and period costs including inventory write-downs resulting from applying lower-of-cost-or-market inventory valuation. Cost of products sold also includes certain costs related to the scale-up in production of such products. Through the third quarter of 2012, cost of products sold consisted primarily of cost of purchased ethanol and reformulated ethanol-blended gasoline, terminal fees paid for storage and handling, transportation costs between terminals and changes in the fair value of derivative commodity instruments. The Company transitioned out of its ethanol and gasoline business in the quarter ended September 30, 2012. Shipping and handling costs charged to customers are recorded as revenues. Shipping costs are included in cost of products sold. Such charges were not significant in any of the periods presented. Research and Development Research and development costs are expensed as incurred and include costs associated with research performed pursuant to collaborative agreements and government grants, including internal research. Research and development costs consist of direct and indirect internal costs related to specific projects as well as fees paid to others that conduct certain research activities on the Company’s behalf. Debt Extinguishment The Company accounts for the income or loss from extinguishment of debt in accordance with ASC 470, “Debt”, which indicates that for all extinguishment of debt, the difference between the reacquisition price and the net carrying amount of the debt being extinguished should be recognized as gain or loss when the debt is extinguished. The gain or loss from debt extinguishment is recorded in the consolidated statements of operations under “other income (expense)” as “gain (loss) from extinguishment of debt”. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires, among other things, that deferred income taxes be provided for temporary differences between the tax basis of the Company’s assets and liabilities and their financial statement reported amounts. In addition, deferred tax assets are recorded for the future benefit of utilizing net operating losses and research and development credit carryforwards. A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized. The Company recognizes and measures uncertain tax positions in accordance with Income Taxes subtopic 05-6 of ASC 740, which prescribes a recognition threshold and measurement process for recording uncertain tax positions taken, or expected to be taken in a tax return, in the consolidated financial statements. Additionally, the guidance also prescribes treatment for the derecognition, classification, accounting in interim periods and disclosure requirements for uncertain tax positions. The Company accrues for the estimated amount of taxes for uncertain tax positions if it is more likely than not that the Company would be required to pay such additional taxes. An uncertain tax position will not be recognized if it has a less than 50% likelihood of being sustained. Currency Translation The Company considers the local currency to be the functional currency of the Company’s wholly-owned subsidiary in Brazil and of the Company’s consolidated joint venture in Brazil. Accordingly, asset and liability accounts of those operations are translated into United States dollars using the current exchange rate in effect at the balance sheet date and equity accounts are translated into United States 92 dollars using historical rates. The revenues and expenses are translated using the exchange rates in effect when the transactions occur. Gains and losses from foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) on the consolidated balance sheets. Foreign currency differences arising from the translation of intercompany loans from a foreign currency into the functional currency of an entity, which are of a long-term investment nature (that is, settlement is not planned or anticipated in the foreseeable future) are recorded in “Accumulated other comprehensive income (loss)” on our Consolidated Balance Sheets. Foreign currency differences arising from the translation of other intercompany loans are recorded in “Other income (expense)” on our Consolidated Statements of Operations. Stock-Based Compensation The Company accounts for stock-based compensation arrangements with employees using a fair value method which requires the recognition of compensation expense for costs related to all stock-based payments including stock options. The fair value method requires the Company to estimate the fair value of stock-based payment awards on the date of grant using an option pricing model. The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted, which is expensed on a straight-line basis over the vesting period. The Company accounts for restricted stock unit awards issued to employees based on the fair market value of the Company’s common stock. The Company accounts for stock options issued to nonemployees based on the estimated fair value of the awards using the Black-Scholes option pricing model. The Company accounts for restricted stock units issued to nonemployees based on the fair market value of the Company’s common stock. The measurement of stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in the Company’s consolidated statements of operations during the period the related services are rendered. Comprehensive Income (Loss) Comprehensive income (loss) represents all changes in stockholders’ equity (deficit) except those resulting from investments or contributions by stockholders. The Company’s foreign currency translation adjustments represent the components of comprehensive income (loss) excluded from the Company’s net income (loss) and have been disclosed in the consolidated statements of comprehensive loss for all periods presented. The components of accumulated other comprehensive loss are as follows (in thousands): December 31, 2014 2013 Foreign currency translation adjustment, net of tax . . . . . . . . . . . . . . . . . . . . . . . $(29,977) $(20,087) Total accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . $(29,977) $(20,087) Net Loss Attributable to Common Stockholders and Net Loss per Share The Company computes net loss per share in accordance with ASC 260, “Earnings per Share.” Basic net loss per share of common stock is computed by dividing the Company’s net loss attributable to Amyris, Inc. common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is computed by giving effect to all potentially dilutive securities, including stock options, restricted stock units and common stock warrants, using the treasury stock method or the as converted method, as applicable. For the years ended December 31, 2013 and 2012, basic net loss per share was the same as diluted net loss per share because the inclusion of all potentially dilutive securities outstanding was anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss were the same for each of those years. 93 The following table presents the calculation of basic and diluted net loss per share of common stock attributable to Amyris, Inc. common stockholders (in thousands, except share and per share amounts): Years Ended December 31, 2014 2013 2012 Numerator: Net income (loss) attributable to Amyris, Inc. common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Interest on convertible debt . . . . . . . . . . . . . . . . . . . . . . . . Accretion of debt discount . . . . . . . . . . . . . . . . . . . . . . . . . 2,286 9,365 5,597 Gain from change in fair value of derivative instruments . . . . (127,109) $ (235,111) $ (205,139) — — — — — — Net loss attributable to Amyris, Inc. common stockholders after assumed conversion . . . . . . . . . . . . . . . . . . . . . . . . $ (109,861) $ (235,111) $ (205,139) Denominator: Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic . . . 78,400,098 75,472,770 56,717,869 Basic income (loss) per share . . . . . . . . . . . . . . . . . . . . . . . $ 0.03 $ (3.12) $ (3.62) Weighted average shares of common stock outstanding . . . . . 78,400,098 75,472,770 56,717,869 Effect of dilutive securities: Convertible promissory notes . . . . . . . . . . . . . . . . . . . . . . . 43,459,343 Weighted common stock equivalents . . . . . . . . . . . . . . . . . . 43,459,343 — — — Diluted weighted-average common shares . . . . . . . . . . . . . . 121,859,441 75,472,770 56,717,869 Diluted loss per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (0.90) $ (3.12) $ (3.62) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive: Years Ended December 31, 2014 2013 2012 Period-end stock options to purchase common stock . . . . . . . . . . Convertible promissory notes(1) . . . . . . . . . . . . . . . . . . . . . . . . . Period-end common stock subject to repurchase . . . . . . . . . . . . . Period-end common stock warrants . . . . . . . . . . . . . . . . . . . . . . Period-end restricted stock units . . . . . . . . . . . . . . . . . . . . . . . . 10,539,978 26,887,005 — 1,021,087 1,975,503 8,409,605 42,905,005 — 1,021,087 2,316,437 8,946,592 10,370,391 51 21,087 2,550,799 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,423,573 54,652,134 21,888,920 (1) The potentially dilutive effect of convertible promissory notes were computed based on conversion ratios in effect as of December 31, 2014. A portion of the convertible promissory notes issued carries a provision for a reduction in conversion price if certain condition fails to occur, which could potentially increase the dilutive shares outstanding. 94 Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (or FASB) issued new guidance related to revenue recognition. This new standard will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition update guidance provides a unified model to determine how revenue is recognized. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance will be effective for annual and interim periods beginning after December 15, 2016 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently assessing the impact of adopting this new accounting standard on its financial statements. In August 2014, FASB issued new guidance related to the disclosure around going concern. The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosure if substantial doubt exists. The new standard is effective for annual periods ending after December 15, 2016 and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our financial statements. In January 2015, the FASB issued an update related to the presentation of extraordinary and unusual items. The update eliminates the concept of extraordinary items found in Subtopic 225-20, which required that an entity separately classify, present and disclose extraordinary events and transactions when the event or activity met both criteria of being unusual in nature and infrequent in occurrence. Although the concept of extraordinary items will be eliminated, the presentation and disclosure guidance for items that are unusual in nature or occur infrequently will be retained and will be expanded to include items that are both unusual in nature and infrequently occurring. The standard is effective for annual and interim periods within those annual years beginning after December 15, 2015. The Company expects that the adoption of the update will not materially affect its financial statements. In February 2015, FASB issued an amendment to ASC 810 Consolidation. The amendments affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. The amendments are effective for the fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently assessing the impact of adopting this new accounting standard on its financial statements. 3. Fair Value of Financial Instruments The inputs to the valuation techniques used to measure fair value are classified into the following categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. 95 As of December 31, 2014, the Company’s financial assets and financial liabilities are presented below at fair value and were classified within the fair value hierarchy as follows (in thousands): Level 1 Level 2 Level 3 Balance as of December 31, 2014 Financial Assets Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . Loans to affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total financial assets . . . . . . . . . . . . . . . . . . . . . . Financial Liabilities Loans payable(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit facilities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Convertible notes(1) . . . . . . . . . . . . . . . . . . . . . . . . . . Compound embedded derivative liabilities . . . . . . . . . . Currency interest rate swap derivative liability . . . . . . . . Total financial liabilities . . . . . . . . . . . . . . . . . . . . $20,160 1,375 — $21,535 $ — $ — — $ — $ — — 1,745 1,745 $ $ — $16,720 — 39,332 — — — — — — 222,031 56,026 — — 3,710 $278,057 $ — $59,762 $ 20,160 1,375 1,745 $ 23,280 $ 16,720 39,332 222,031 56,026 3,710 $337,819 (1) These liabilities are carried on the consolidated balance sheet on a historical cost basis. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The fair values of money market funds and certificates of deposit are based on fair values of identical assets. The fair values of the loans payable, convertible notes, credit facilities and currency interest rate swaps are based on the present value of expected future cash flows and assumptions about current interest rates and the creditworthiness of the Company. The method of determining the fair value of the compound embedded derivative liabilities is described on the next page. Market risk associated with the fixed and variable rate long-term loans payable, credit facilities and convertible notes relates to the potential reduction in fair value and negative impact to future earnings, from an increase in interest rates. The fair value of loans to affiliate are based on the present value of expected future cash flows and assumptions about current interest rates and the creditworthiness of the affiliate. Market risk associated with the compound embedded derivative liabilities relates to the potential reduction in fair value and negative impact to future earnings from a decrease in interest rates. The carrying amounts of certain financial term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities and low market interest rates, if applicable. instruments, such as cash equivalents, short The Company’s financial assets and financial liabilities as of December 31, 2013 are presented below at fair value and were classified within the fair value hierarchy as follows (in thousands): Level 1 Level 2 Level 3 Balance as of December 31, 2013 Financial Assets Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . Total financial assets . . . . . . . . . . . . . . . . . . . . . . . Financial Liabilities Loans payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Convertible notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . Compound embedded derivative liabilities . . . . . . . . . . . Currency interest rate swap derivative liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total financial liabilities 96 $ 398 1,428 1,826 $ — $ — $ — $ — — — $ — $18,491 7,571 3,600 $ — $29,662 $ — — — 131,952 — 131,117 — $263,069 — — — — $ $ 398 1,428 1,826 $ 18,491 7,571 131,952 131,117 3,600 $292,731 The following table provides a reconciliation of the beginning and ending balances for the convertible notes measured at fair value using significant unobservable inputs (Level 3) (in thousands): Balance at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions to convertible notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in fair value of convertible notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $131,952 109,734 (19,655) $222,031 $ 62,522 72,570 (3,140) $131,952 2014 2013 Derivative Instruments The following table provides a reconciliation of the beginning and ending balances for the compound embedded derivative liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands): Balance at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions to Level 3 net of cancellation(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Income) loss from change in fair value of derivative liabilities(2) . . . . . . . . . . . . Balance at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 131,117 $ 7,894 89,070 (164,161) 40,901 82,322 $ 56,026 $131,117 2014 2013 (1) Includes $1.1 million removal of derivative liability related to debt extinguishment. (2) In addition, a loss on initial recognition of embedded derivatives of $19.5 million was recognized in 2014. The compound embedded derivative liabilities, represent the fair value of the equity conversion options and “make-whole” provisions or down round conversion price adjustments to provisions of outstanding convertible promissory notes issued to Total and such convertible promissory notes, the Total Notes), as well as Tranche I Notes , Tranche II Notes and notes issued under the 144A convertible notes offering (Rule 144A Notes) (see Note 5, “Debt”). There is no current observable market for these types of derivatives and, as such, the Company determined the fair value of the embedded derivatives using a Monte Carlo simulation valuation model for the Total Notes and the binomial lattice model for the Tranche I Notes, Tranche II Notes and the Rule 144A Notes (or together the Convertible Notes). A Monte Carlo simulation valuation model combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, probability of a change of control and the trading information of the Company’s common stock into which the notes are or may be convertible. A binomial lattice model generates two probable outcomes — one up and another down — arising at each point in time, starting from the date of valuation until the maturity date. A lattice model was used to determine if the convertible notes would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made: (i) the Convertible Notes will be converted early if the conversion value is greater than the holding value and (ii) the Convertible Notes 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 Notes are called, then the holder will maximize their value by finding the optimal decision between (1) redeeming at the redemption price and (2) converting the Convertible Notes. Using this lattice method, the Company valued the embedded derivatives using the “with-and-without method”, where the fair value of the Convertible Notes including the embedded derivative is defined as the “with”, and the fair value of the Convertible Notes excluding the embedded derivatives is defined as the “without”. This method estimates the fair value of the embedded derivatives by looking at the difference in the values between the Convertible Notes with the embedded derivatives and the fair value of the Convertible Notes without the embedded derivatives. The lattice model uses the stock price, conversion price, maturity date, risk-free interest rate, estimated stock volatility and estimated credit spread. The Company marks the compound embedded derivatives to market due to the conversion price not being indexed to the Company’s own stock. Except for the “make-whole interest” provision included in the conversion option, which is only required to be settled in cash upon a change of control at the noteholder’s option, the compound embedded derivative will be settled in either 97 cash or shares. As of December 31, 2014, the Company has sufficient common stock available to settle the conversion option in shares. As of December 31, 2014 and 2013, included in “Derivative Liabilities” on the consolidated balance sheet are the Company’s compound embedded derivative liabilities of $56.0 million and $131.1 million, respectively, which represents the fair value of the equity conversion options and a “make-whole” provision relating to the outstanding Total Notes, Tranche I Notes, Tranche II Notes and Rule 144A Notes. The market-based assumptions and estimates used in valuing the compound embedded derivative liabilities include amounts in the following ranges/amounts: December 31, 2014 December 31, 2013 Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.75% – 1.51% 0.86% – 1.66% Risk-adjusted yields . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.4% and 31.5% Stock-price volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Probability of change in control . . . . . . . . . . . . . . . . . . . . . . . . . Stock price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45% 5% $2.06 13% 45% 5% $5.29 Credit spread . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.97% – 29.99% 11.34% – 12.14% Changes in valuation assumptions can have a significant impact on the valuation of the embedded derivative liabilities. For example, all other things being equal, a decrease/increase in our stock price, probability of change of control, credit spread or stock price volatility decreases/increases the valuation of the liabilities, whereas a decrease/increase in risk adjusted yields or risk-free interest rates increases/ decreases the valuation of the liabilities. In June 2012, the Company entered into a loan agreement with Banco Pine S.A. (or Banco Pine) under which Banco Pine provided the Company with a loan (or the Banco Pine Bridge Loan) (see Note 5, “Debt”). At the time of the Banco Pine Bridge Loan, the Company also entered into a currency interest rate swap arrangement with Banco Pine with respect to the repayment of R$22.0 million (approximately US$8.3 million based on the exchange rate as of December 31, 2014) of the Banco Pine Bridge Loan. The swap arrangement exchanges the principal and interest payments under the Banco Pine Bridge Loan for alternative principal and interest payments that are subject to adjustment based on fluctuations in the foreign exchange rate between the U.S. dollar and Brazilian real. The swap has a fixed interest rate of 3.94%. Changes in the fair value of the swap are recognized in “Gain (loss) from change in fair value of derivative instruments” in the consolidated statements of operations. Derivative instruments measured at fair value as of December 31, 2014 and 2013, and their classification on the consolidated balance sheets and consolidated statements of operations, are presented in the following tables (in thousands except contract amounts): Type of Derivative Contract Currency interest rate swap, included as net liability in derivative liability . . . . . . . . . . . . . . . . . . . . . . . . Liability as of December 31, 2014 December 31, 2013 Quantity of Short Contracts Fair Value Quantity of Short Contracts Fair Value 1 $3,710 1 $3,600 Years Ended December 31, Type of Derivative Contract Income Statement Classification 2014 2013 2012 Regulated fixed price futures contracts . . . . Cost of products sold Currency interest rate swap (1) . . . . . . . . . . Gain (loss) from change in fair value of derivative instruments Gain (Loss) Recognized $ — $ — $ (288) $(480) $(2,404) $(1,342) (1) Certain classifications of prior period amounts have been made to conform to the current period presentation. Such reclassification did not materially change previously reported financial statements. 98 4. Balance Sheet Components Inventories, net Inventories are stated at the lower of cost or market and consist of the following (in thousands): December 31, 2014 2013 Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,665 $ 1,796 Work-in-process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,269 6,572 7,292 1,800 Inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14,506 $10,888 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets are comprised of the following (in thousands): Maintenance(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid insurance(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manufacturing catalysts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoverable VAT and other taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets December 31, 2014 2013 $ 399 $ 258 701 1,166 2,411 1,857 894 1,536 5,125 1,705 $6,534 $9,518 (1) Certain reclassifications of prior period amounts have been made to conform to the current period presentation. Such reclassifications did not materially change previously reported amounts. Property, Plant and Equipment, net Property, plant and equipment, net is comprised of the following (in thousands): December 31, 2014 2013 Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Computers and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Furniture and office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vehicles Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 39,132 90,657 8,946 2,445 6,321 353 38,815 $ 39,034 96,585 8,509 2,535 7,148 488 41,387 Less: accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . (67,689) (55,095) Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $118,980 $140,591 $186,669 $195,686 The Company’s first, purpose-built, large-scale Biofene production plant in southeastern Brazil commenced operations in December 2012. This plant is located at Brotas in the state of São Paulo, Brazil and is adjacent to an existing sugar and ethanol mill, Tonon Bioenergia S.A. (or Tonon) (formerly Paraíso Bioenergia). The Company’s construction in progress consists primarily of the upfront plant design and the initial construction of a second large-scale production plant in Brazil, located at the São Martinho sugar and ethanol mill (also in the state of São Paulo, Brazil). 99 Property, plant and equipment, net includes $4.1 million and $3.4 million of machinery and equipment under capital leases as of December 31, 2014 and 2013, respectively. Accumulated amortization of assets under capital leases totaled $2.3 million and $1.5 million as of December 31, 2014 and 2013, respectively. Depreciation and amortization expense, including amortization of assets under capital leases, was $15.0 million, $16.6 million and $14.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. Other Assets Other assets are comprised of the following (in thousands): December 31, 2014 2013 Deposits on property and equipment, including taxes . . . . . . . . . . . . . . . . . . . . . . . $ 1,738 $ 1,970 Recoverable taxes from Brazilian government entities . . . . . . . . . . . . . . . . . . . . . . . Debt issuance costs(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,747 851 1,299 6,599 454 1,494 $13,635 $10,517 (1) Certain reclassifications of prior period amounts have been made to conform to the current period presentation. Such reclassifications did not materially change previously reported amounts. Accrued and Other Current Liabilities Accrued and other current liabilities are comprised of the following (in thousands): December 31, 2014 2013 Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued vacation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payroll and related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax-related liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred rent, current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contractual obligations to contract manufacturers . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,015 2,213 5,393 277 1,111 1,308 310 938 $ 2,279 2,274 5,066 825 1,111 3,176 4,241 2,249 Total accrued and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13,565 $21,221 Derivative Liabilities Derivative liabilities are comprised of the following (in thousands): December 31, 2014 2013 Fair market value of swap obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of compound embedded derivative liabilities(1) . . . . . . . . . . . . . . . . . . . . Total derivative liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,710 56,026 $ 3,600 131,117 $59,736 $134,717 (1) The compound embedded derivative liabilities represent the fair value of the bifurcated conversion options that contain “make-whole provisions” or down round conversion price adjustment provisions included in the outstanding Total Notes, Tranche I Notes, Tranche II Notes and the 144A Offering (see Note 3, “Fair value of financial instruments” and Note 5, “Debt”). 100 5. Debt Debt is comprised of the following (in thousands): December 31, 2014 2013 FINEP credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,614 $ 2,244 BNDES credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hercules loan facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Convertible notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,314 29,779 35,707 60,418 Related party convertible notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115,239 Loans payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,097 6,523 — 8,767 28,537 89,499 25,259 Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 232,461 152,062 Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (17,100) (6,391) Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $215,361 $145,671 FINEP Credit Facility In November 2010, the Company entered into a credit facility with Financiadora de Estudos e Projetos (or the FINEP Credit Facility). The FINEP Credit Facility was extended to partially fund expenses related to the Company’s research and development project on sugarcane-based biodiesel (or the FINEP Project) and provides for loans of up to an aggregate principal amount of R$6.4 million (approximately US$2.4 million based on the exchange rate as of December 31, 2014) which is secured by a chattel mortgage on certain equipment of Amyris Brasil as well as by bank letters of guarantee. All available credit under this facility is fully drawn. Interest on loans drawn under the FINEP Credit Facility is fixed at 5% per annum. In case of default under or non-compliance with the terms of the agreement, the interest on loans will be dependent on the long-term interest rate as published by the Central Bank of Brazil (such rate, the TJLP). If the TJLP at the time of default is greater than 6%, then the interest will be 5% plus a TJLP adjustment factor, otherwise the interest will be at 11% per annum. In addition, a fine of up to 10% shall apply to the amount of any obligation in default. Interest on late balances will be 1% interest per month, levied on the overdue amount. Payment of the outstanding loan balance is being made in 81 monthly installments, which commenced in July 2012 and extends through March 2019. Interest on loans drawn and other charges are paid on a monthly basis and commenced in March 2011. As of December 31, 2014 and 2013, the total outstanding loan balance under this credit facility was R$4.3 million (approximately US$1.6 million based on the exchange rate as of December 31, 2014) and R$5.2 million (approximately US$2.2 million based on exchange rate as of December 31, 2013), respectively. BNDES Credit Facility In December 2011, the Company entered into a credit facility with the Brazilian Development Bank (or BNDES and such credit facility is the BNDES Credit Facility) in the amount of R$22.4 million (approximately US$8.4 million based on the exchange rate as of December 31, 2014). This BNDES Credit Facility was extended as project financing for a production site in Brazil. The credit line is divided into an initial tranche for up to approximately R$19.1 million and an additional tranche of approximately R$3.3 million that becomes available upon delivery of additional guarantees. The credit line is available for 12 months from the date of the BNDES Credit Facility, subject to extension by the lender. The credit line was cancelled in 2013. The principal of the loans under the BNDES Credit Facility is required to be repaid in 60 monthly installments, with the first installment due in January 2013 and the last due in December 2017. Interest will be due initially on a quarterly basis with the first installment due in March 2012. From and after 101 January 2013, interest payments are due on a monthly basis together with principal payments. The loaned amounts carry interest of 7% per annum. Additionally, there is a credit reserve charge of 0.1% on the unused balance from each credit installment from the day immediately after it is made available through its date of use, when it is paid. The BNDES Credit Facility is collateralized by a first priority security interest in certain of the Company’s equipment and other tangible assets totaling R$24.9 million (approximately US$9.4 million based on the exchange rate as of December 31, 2014). The Company is a parent guarantor for the payment of the outstanding balance under the BNDES Credit Facility. Additionally, the Company was required to provide a bank guarantee equal to 10% of the total approved amount (R$22.4 million in total debt) available under the BNDES Credit Facility. For advances of the second tranche (above R$19.1 million), the Company is required to provide additional bank guarantees equal to 90% of each such advance, plus additional Company guarantees equal to at least 130% of such advance. The BNDES Credit Facility contains customary events of default, including payment failures, failure to satisfy other obligations under this credit facility or related documents, defaults in respect of other indebtedness, bankruptcy, insolvency and inability to pay debts when due, material judgments, and changes in control of Amyris Brasil. If any event of default occurs, BNDES may terminate its commitments and declare immediately due all borrowings under the facility. As of December 31, 2014 and 2013, the Company had R$11.5 million (approximately US$4.3 million based on the exchange rate as of December 31, 2014) and R$15.3 million (approximately US$6.5 million based on the exchange rate as of December 31, 2013), respectively, in outstanding advances under the BNDES Credit Facility. Hercules Loan Facility In March 2014, the Company entered into a Loan and Security Agreement with Hercules Technology Growth Capital, Inc. (or Hercules) to make available to Amyris a loan in the aggregate principal amount of up to $25.0 million (or the Hercules Loan Facility). The original Hercules Loan Facility accrues interest at a rate per annum equal to the greater of either the prime rate reported in the Wall Street Journal plus 6.25% or 9.50%. The Company may repay the loaned amounts before the maturity date (generally February 1, 2017) if it pays an additional fee of 3% of the outstanding loans (1% if after the initial twelve-month period of the loan). The Company was also required to pay a 1% facility charge at the closing of the transaction, and is required to pay a 10% end of term charge. In connection with the original Hercules Loan Facility, Amyris agreed to certain customary representations and warranties and covenants, as well as certain covenants that were subsequently amended (as described below). The total available credit of $25.0 million under this facility was fully drawn down by the Company. In June 2014, the Company and Hercules entered into a first amendment (or the Hercules Amendment) of the Loan and Security Agreement entered into in March 2014. Pursuant to the Hercules Amendment, the parties agreed to adjust the term loan maturity date from May 31, 2015 to February 1, 2017 and remove (i) a requirement for the Company to pay a forbearance fee of $10.0 million in the event certain covenants were not satisfied, (ii) a covenant that the Company maintain positive cash flow commencing with the fiscal quarter beginning October 1, 2014, (iii) a covenant that, beginning with the fiscal quarter beginning July 1, 2014, the Company and its subsidiaries achieve certain projected cash product revenues and projected cash product gross profits, and (iv) an obligation for the Company to file a registration statement on Form S-3 with the SEC by no later than June 30, 2014 and complete an equity financing of more than $50.0 million by no later than September 30, 2014. The Company further agreed to include a new covenant requiring the Company to maintain unrestricted, unencumbered cash in an amount equal to at least 50% of the principal amount then outstanding under the Hercules Loan Facility and borrow an additional $5.0 million. The additional $5.0 million borrowing was completed in June 2014, and accrues interest at a rate per annum equal to the greater of either the prime rate reported in the Wall Street Journal plus 5.25% or 8.5%. The Hercules Loan Facility is secured by liens on the Company’s assets, including on certain Company intellectual property. The Hercules Loan Facility includes customary events of default, including failure to pay amounts due, breaches of covenants and warranties, certain cross defaults and judgments, and insolvency. If an event of default occurs, Hercules may require immediate repayment of all amounts due. 102 As of December 31, 2014, $29.8 million was outstanding under the Hercules Loan Facility, net of discount of $0.2 million, and the Company maintains cash in excess of the approximately $15.0 million current minimum cash covenant described above. Convertible Notes Fidelity In February 2012, the Company completed the sale of senior unsecured convertible promissory notes in an aggregate principal amount of $25.0 million pursuant to a securities purchase agreement (or the Fidelity Securities Purchase Agreement), between the Company and certain investment funds affiliated with FMR LLC. The offering consisted of the sale of 3% senior unsecured convertible promissory notes with a March 1, 2017 maturity date and an initial conversion price equal to $7.0682 per share of the Company’s common stock, subject to proportional adjustment for adjustments to outstanding common stock and anti-dilution provisions in case of dividends and distributions (or the Fidelity Notes). As of December 31, 2014, the Fidelity Notes were convertible into an aggregate of up to 3,536,968 shares of the Company’s common stock. The note holders have a right to require repayment of 101% of the principal amount of the Fidelity Notes in an acquisition of the Company, and the notes provide for payment of unpaid interest on conversion following such an acquisition if the note holders do not require such repayment. The Fidelity Securities Purchase Agreement and Fidelity Notes include covenants regarding payment of interest, maintaining the Company’s listing status, limitations on debt, maintenance of corporate existence, and filing of SEC reports. The Fidelity Notes include standard events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, cross-defaults, material adverse effect clauses and breaches of the covenants in the Fidelity Securities Purchase Agreement and Fidelity Notes, with default interest rates and associated cure periods applicable to the covenant regarding SEC reporting. Furthermore, the Fidelity Notes include restrictions on the amount of debt the Company is permitted to incur. With exceptions for certain existing debt, refinancing of such debt and certain other exclusions and waivers, the Fidelity Notes provide that the Company’s total outstanding debt at any time cannot exceed the greater of $200.0 million or 50% of its consolidated total assets and its secured debt cannot exceed the greater of $125.0 million or 30% of its consolidated total assets. In connection with the Company’s closing of a short-term bridge loan for $35.0 million in October 2013, holders of the Fidelity Notes waived compliance with the debt limitations outlined above as to the $35.0 million bridge loan provided by Temasek in October 2013 (or the Temasek Bridge Note) (and the August 2013 Financing (defined below). In consideration for such waiver, the Company granted to holders of the Fidelity Notes or their affiliates, the right to purchase up to an aggregate of $7.6 million worth of convertible promissory notes in the first tranche of the August 2013 Financing. Pursuant to a Securities Purchase Agreement among the Company, Maxwell (Mauritius) Pte Ltd (or Temasek) and Total, dated as of August 8, 2013 (or the August 2013 SPA), as amended in October 2013 to include certain entities affiliated with FMR LLC (or the Fidelity Entities) the Company sold and issued certain senior convertible notes (or the Tranche I Notes) pursuant to the financing (or the August 2013 Financing) exempt from registration under the Securities Act of 1933, as amended, (or the Securities Act) with an aggregate principal amount of $7.6 million of Tranche I Notes sold to the Fidelity Entities. See “Related Party Convertible Notes” in Note 5, “Debt.” Rule 144A Convertible Note Offering In May 2014, the Company entered into a Purchase Agreement with Morgan Stanley & Co. LLC, as the initial purchaser (or the Initial Purchaser), relating to the sale of $75.0 million aggregate principal amount of its 6.50% Convertible Senior Notes due 2019 (or the 144A Notes) to the Initial Purchaser in a private placement, and for initial resale by the Initial Purchaser to certain qualified institutional buyers (or the 144A Offering). In addition, the Company granted the Initial Purchaser an option to purchase up to an additional $15.0 million aggregate principal amount of 144A Notes, which option expired according to its terms. Under the terms of the purchase agreement for the 144A Notes, the Company agreed to customary indemnification of the Initial Purchaser against certain liabilities. The Notes were issued pursuant to an Indenture, dated as of May 29, 2014 (or the Indenture), between the Company and Wells Fargo Bank, National Association, as trustee. The net proceeds from the offering of the 144A Notes were approximately 103 $72.0 million after payment of the Initial Purchaser’s discounts and offering expenses. In addition, in connection with obtaining a waiver from Total of its preexisting contractual right to exchange certain senior secured convertible notes previously issued by the Company for new notes issued in the offering, the Company used approximately $9.7 million of the net proceeds to repay previously issued notes (representing the amount of 144A Notes purchased by Total from the Initial Purchaser). Certain of the Company’s affiliated entities purchased $24.7 million in aggregate principal amount of 144A Notes from the Initial Purchaser (described further below under “Related Party Convertible Notes”). The 144A Notes bear interest at a rate of 6.50% per year, payable semiannually in arrears on May 15 and November 15 of each year, beginning November 15, 2014. The 144A Notes mature on May 15, 2019 unless earlier converted or repurchased. The 144A Notes are convertible into shares of the Company’s common stock at any time prior to the close of business day on May 15, 2019. The 144A Notes have an initial conversion rate of 267.0370 shares of Common Stock per $1,000 principal amount of 144A Notes (subject to adjustment in certain circumstances). This represents an initial effective conversion price of approximately $3.74 per share of common stock. For any conversion on or after May 15, 2015, in the event that the last reported sale price of the Company’s common stock for 20 or more trading days (whether or not consecutive) in a period of 30 consecutive trading days ending within five trading days immediately prior to the date the Company receives a notice of conversion exceeds the conversion price of $3.74 per share on each such trading day, the holders, in addition to the shares deliverable upon conversion, will be entitled to receive a cash payment equal to the present value of the remaining scheduled payments of interest that would have been made on the 144A Notes being converted from the conversion date to the earlier of the date that is three years after the date the Company receives such notice of conversion and maturity (May 15, 2019). In the event of a fundamental change, as defined in the Indenture, holders of the 144A Notes may require the Company to purchase all or a portion of the 144A Notes at a price equal to 100% of the principal amount of the 144A Notes, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Holders of the 144A Notes who convert their 144A Notes in connection with a make-whole fundamental change will receive additional shares representing the present value of the remaining interest payments which will be computed using a discount rate of 0.75%. If a holder of 144A Notes elects to convert their 144A Notes prior to the effective date of any make-whole fundamental change, such holder will not be entitled to an increased conversion rate in connection with such conversion. As of December 31, 2014 the convertible notes outstanding under the 144A Notes were $30.3 million, net of discount of $20.0 million. Related Party Convertible Notes Total R&D Convertible Notes In July 2012, the Company entered into an agreement with Total that expanded Total’s investment in the Biofene collaboration with the Company, provided a new structure for a joint venture (or the Fuels JV) to commercialize the products encompassed by the diesel and jet fuel research and development program (or the Program), and established a convertible debt structure for the collaboration funding from Total (or the July 2012 Agreements). The purchase agreement for the notes related to the funding from Total (or the Total Purchase Agreement) provided for the sale of an aggregate of $105.0 million in 1.5% Senior Unsecured Convertible Note due March 2017 (or the Total Notes) as follows: • • As part of an initial closing under the purchase agreement (which was completed in two installments), (i) on July 30, 2012, the Company sold a Total Note with a principal amount of $38.3 million, including $15.0 million in new funds and $23.3 million in previously-provided diesel research and development funding by Total, and (ii) on September 14, 2012, the Company sold another Total Note for $15.0 million in new funds from Total. At a second closing under the Total Purchase Agreement (also completed in two installments) the Company sold additional Total Notes for an aggregate of $30.0 million in new funds from Total ($10.0 million in June 2013 and $20.0 million in July 2013). 104 • A third closing (for cash proceeds to the Company of $21.7 million (or the Third Closing Notes), also completed in two installments, the first of which occurred in July 2014 for $10.85 million and a second installment of $10.85 million which occurred in January 2015). The Total Notes have a maturity date of March 1, 2017, an initial conversion price equal to $7.0682 per share for the Total Notes issued under the initial closing, an initial conversion price equal to $3.08 per share for the Total Notes issued under the second closing and an initial conversion price equal to $4.11 per share for the Total Notes issued in the third closing. The Total Notes bear interest of 1.5% per annum (with a default rate of 2.5%), accruing from the date of funding and payable at maturity or on conversion or a change of control where Total exercises the right to require the Company to repay the notes. Accrued interest is partially or fully cancelled if the Total Notes are cancelled based on a final decision by Total to go forward with the fuels collaboration (either partially with respect to jet fuel or fully with respect to jet fuel and diesel (a “Go” decision) (see Note 8, “Significant Agreements”). The agreements contemplate that the research and development efforts under the Program may extend through 2016, with a series of “Go/No Go” decisions (see Note 8, “Significant Agreements”) by Total through such date tied to funding by Total. The Total Notes become convertible into the Company’s common stock (i) within 10 trading days prior to maturity (if they are not cancelled as described above prior to their maturity date), (ii) on a change of control of the Company, (iii) if Total is no longer the largest stockholder of the Company following a “No-Go” decision (subject to a six-month lock-up with respect to any shares of common stock issued upon conversion), and (iv) on a default by the Company. If Total makes a final “Go” decision with respect to the full fuels collaboration, then the Total Notes will be exchanged by Total for equity interests in the Fuels JV, after which the Total Notes will not be convertible and any obligation to pay principal or interest on the Total Notes will be extinguished. In case of a “Go” decision only with respect to jet fuel, the parties would form an operational joint venture only for jet fuel (and the rights associated with diesel would terminate), 70% of the outstanding Total Notes would remain outstanding and become payable by the Company, and 30% of the outstanding Total Notes would be cancelled. If Total makes a “No-Go” decision, outstanding Total Notes will remain outstanding and become payable at maturity. In connection with the December 2012 private placement of the Company’s common stock involving certain existing stockholders of the Company (see Note 10, “Stockholders’ Equity”), Total elected to participate in the private placement by exchanging approximately $5.0 million of its $53.3 million in Total Notes into 1,677,852 of the Company’s common stock at a price of $2.98 per share. As such, $5.0 million of Total’s outstanding $53.3 million in Total Notes was cancelled. The cancellation of the debt was treated as an extinguishment of debt in accordance with the guidance outlined in ASC 470-50. As a result of the exchange and cancellation of the $5.0 million debt the Company recorded a loss from extinguishment of debt of $0.9 million in the year ended December 31, 2012. In March 2013, the Company entered into a letter agreement with Total (or the March 2013 Letter Agreement) under which Total agreed to waive its right to cease its participation in the parties’ fuels collaboration at the July 2013 decision point and committed to proceed with the July 2013 funding tranche of $30.0 million (subject to the Company’s satisfaction of the relevant closing conditions for such funding in the Total Purchase Agreement). As consideration for this waiver and commitment, the Company agreed to: • • reduce the conversion price for the $30.0 million in principal amount of Total Notes to be issued in connection with the second closing of the Total Notes (as described above) from $7.0682 per share to a price per share equal to the greater of (i) the consolidated closing bid price of the Company’s common stock on the date of the March 2013 Letter Agreement, plus $0.01, and (ii) $3.08 per share, provided that the conversion price would not be reduced by more than the maximum possible amount permitted under the rules of NASDAQ such that the new conversion price would require the Company to obtain stockholder consent; and grant Total a senior security interest in the Company’s intellectual property, subject to certain exclusions and subject to release by Total when the Company and Total enter into final documentation regarding the establishment of the Fuels JV. In addition to the waiver by Total described above, Total also agreed that, at the Company’s request it would pay advance and contingent upon the Company meeting its obligations described above, installments of the amounts otherwise payable at the July 2013 closing. 105 In June 2013, the Company sold and issued $10.0 million in principal amount of Total Notes to Total pursuant to the second closing of the Total Notes as discussed above. In accordance with the March 2013 Letter Agreement, this Total Note had an initial conversion price equal to $3.08 per share of the Company’s common stock. In July 2013, the Company sold and issued $20.0 million in principal amount of Total Notes to Total pursuant to the Total second closing of the Total Notes as discussed above. This purchase and sale completed Total’s commitment to purchase $30.0 million of the Total Notes in the second closing by July 2013. In accordance with the March 2013 Letter Agreement, this Total Note has an initial conversion price equal to $3.08 per share of the Company’s common stock. The conversion prices of the Total Notes are subject to adjustment for proportional adjustments to outstanding common stock and under anti-dilution provisions in case of certain dividends and distributions. Total has a right to require repayment of 101% of the principal amount of the Total Notes in the event of a change of control of the Company and the Total Notes provide for payment of unpaid interest on conversion following such a change of control if Total does not require such repayment. The Total Purchase Agreement and Total Notes include covenants regarding payment of interest, maintenance of the Company’s listing status, limitations on debt, maintenance of corporate existence, and filing of SEC reports. The Total Notes include standard events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, cross-defaults, and breaches of the covenants in the Total Purchase Agreement and Total Notes, with added default interest rates and associated cure periods applicable to the covenant regarding SEC reporting. Furthermore, the Total Notes include restrictions on the amount of debt the Company is permitted to incur. With exceptions for certain existing debt, refinancing of such debt and certain other exclusions and waivers, the Total Notes provide that the Company’s total outstanding debt at any time cannot exceed the greater of $200.0 million or 50% of its consolidated total assets and its secured debt cannot exceed the greater of $125.0 million or 30% of its consolidated total assets. In connection with the Company’s closing of the Temasek Bridge Note for $35.0 million and in connection with the 144A Offering in May 2014, Total waived compliance with the debt limitations outlined above as to the Temasek Bridge Note, the August 2013 Financing and the 144A Offering. In December 2013, in connection with the Company’s entry into a Shareholders Agreement dated December 2, 3013 and License Agreement dated December 2, 2013 (or, collectively, the JV Documents) with Total and Total Amyris BioSolutions B.V. (or JVCO) relating to the establishment of JVCO (see Note 7, “Joint Ventures and Noncontrolling Interest”), the Company (i) exchanged the $69.0 million of the then-outstanding Total Notes issued pursuant to the Total Purchase Agreement for replacement 1.5% senior secured convertible notes, in principal amounts equal to the principal amount of each cancelled note (or the Replacement Notes), (ii) granted to Total a security interest in and lien on all Amyris’ rights, title and interest in and to Company’s shares in the capital of JVCO and (iii) agreed that any securities to be purchased and sold at the third closing under the Total Purchase Agreement by Total shall be Replacement Notes instead of Total Notes. As a consequence of executing the JV Documents and forming JVCO, the security interest in all of the Company’s intellectual property, granted by the Company in favor of Total, Temasek, and certain Fidelity Entities pursuant to the Restated Intellectual Property Security Agreement dated as of October 16, 2013, were automatically terminated effective as of December 2, 2013 upon Total’s and the Company’s joint written notice to Temasek and the Fidelity Entities. In April 2014, the Company and Total entered into a letter agreement dated as of March 29, 2014 (or the March 2014 Total Letter Agreement) to amend the Amended and Restated Master Framework Agreement entered into as of December 2, 2013 (included as part of JV Documents, as defined below) and the Total Purchase Agreement. Under the March 2014 Total Letter Agreement, the Company agreed to, (i) amend the conversion price of the Replacement Notes to be issued in the third closing under the Total Purchase Agreement from $7.0682 per share to $4.11 per share subject to stockholder approval at the Company’s 2014 annual meeting (which was obtained in May 2014), (ii) extend the period during which Total may exchange for other Company securities Replacement Notes issued under the July 2012 Agreements from June 30, 2014 to the later of December 31, 2014 and the date on which the Company shall have raised $75.0 million of equity and/or convertible debt financing (excluding any convertible promissory notes issued pursuant to the Total Purchase Agreement), (iii) eliminate the Company’s ability to qualify, in a 106 disclosure letter to Total, certain of the representations and warranties that the Company must make at the closing of any third closing sale, and (iv) beginning on March 31, 2014, provide Total with monthly reporting on the Company’s cash, cash equivalents and short-term investments. In consideration of these agreements, Total agreed to waive its right not to consummate the closing of the issuance of the Third Closing Notes if it had decided not to proceed with the collaboration and had made a “No-Go” decision with respect thereto. In July 2014, the Company sold and issued a Replacement Note to Total with a principal amount of $10.85 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement. This purchase and sale constituted the initial installment of the $21.7 million third closing described above. In accordance with the March 2014 Total Letter Agreement, this convertible note has an initial conversion price equal to $4.11 per share of the Company’s common stock. As of December 31, 2014 and 2013, $51.0 million and $51.5 million, respectively, of Replacement Notes were outstanding, net of debt discount of $13.1 million and $17.6 million, respectively. August 2013 Financing Convertible Notes and Temasek Bridge Note In connection with the August 2013 Financing, the Company entered into the August 2013 Share Purchase Agreement with Total and Temasek to sell up to $73.0 million in convertible promissory notes in private placements, with such notes to be sold and issued over a period of up to 24 months from the date of signing. The August 2013 SPA provided for the August 2013 Financing to be divided into two tranches (the first tranche for $42.6 million and the second tranche for $30.4 million), each with differing closing conditions. Of the total possible purchase price in the financing, $60.0 million was paid in the form of cash by Temasek ($35.0 million in the first tranche and up to $25.0 million in the second tranche) and $13.0 million was paid by the exchange and cancellation of outstanding convertible promissory notes held by Total in connection with its exercise of pro rata rights ($7.6 million in the first tranche and $5.4 million in the second tranche). The August 2013 SPA included requirements that the Company meet certain production milestones before the second tranche would become available, obtain stockholder approval prior to completing any closing of the transaction, and issue a warrant to Temasek to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.01 per share, exercisable only if Total converts notes previously issued to Total in the second closing under the Total Purchase Agreement. In September 2013, prior to the initial closing of the August 2013 Financing, the Company’s stockholders approved the issuance in the private placement of up to $110.0 million aggregate principal amount of senior convertible promissory notes, the issuance of a warrant to purchase 1,000,000 shares of the Company’s common stock and the issuance of the common stock issuable upon conversion or exercise of such notes and warrant, which approval included the transactions contemplated by the August 2013 Financing. In October 2013, the Company sold and issued the Temasek Bridge Note in exchange for a bridge loan of $35.0 million. The Temasek Bridge Note was due on February 2, 2014 and accrued interest at a rate of 5.5% quarterly from the October 4, 2013 date of issuance. The Temasek Bridge Note was cancelled on October 16, 2013 as payment for Temasek’s purchase of Tranche I Notes in the first tranche of the August 2013 Financing as further described below. In October 2013, the Company amended the August 2013 SPA to include Fidelity Entities in the first tranche of the August 2013 Financing with an investment amount of $7.6 million, and to proportionally increase the amount acquired by exchange and cancellation of outstanding Total Notes held by Total in connection with its exercise of pro rata rights up to $14.6 million ($9.2 million in the first tranche and up to $5.4 million in the second tranche). Also in October 2013, the Company completed the closing of the first tranche of the August 2013 Financing, issuing a total of $51.8 million in Tranche I Notes for cash proceeds of $7.6 million and cancellation of outstanding convertible promissory notes of $44.2 million, of which $35.0 million resulted from cancellation of the Temasek Bridge Note and the remaining $9.2 million from the exchange and cancellation of an outstanding Total Note. As a result of the exchange and cancellation of the $35.0 million Temasek Bridge Note and the $9.2 million Total Note for the Tranche I Notes, the Company recorded a loss from extinguishment of debt of $19.9 million. The Tranche I Notes are due sixty months from the date of issuance and will be convertible into the Company’s common stock at a conversion price equal to $2.44, which represents a 15% discount to a trailing 60-day weighted-average closing price of the common stock on The NASDAQ Stock Market (or NASDAQ) through August 7, 2013, subject to 107 adjustment as described below. The Tranche I Notes are convertible at the option of the holder: (i) at any time after 18 months from the date of the August 2013 SPA, (ii) on a change of control of the Company and (iii) upon the occurrence of an event of default. The conversion price of the Tranche I Notes will be reduced to $2.15 if (a) (i) a specified Company manufacturing plant failed to achieve a total production of 1.0 million liters within a run period of 45 days prior to June 30, 2014, or (ii) the Company fails to achieve gross margins from product sales of at least 5% prior to June 30, 2014, or (b) the Company reduces the conversion price of certain existing promissory notes held by Total prior to the repayment or conversion of the Tranche I Notes. In 2013, the Company achieved a total production of 1.0 million liters within a run period of 45 days in satisfaction of clause (a)(i) of the preceding sentence and the Company achieved clause (a)(ii) by achieving 8% gross margins from product sales prior to June 30, 2014. Each Tranche I Note accrues interest from the date of issuance until the earlier of the date that such Tranche I Note is converted into the Company’s common stock or is repaid in full. Interest accrues at a rate of 5% per six months, compounded semiannually (with graduated interest rates of 6.5% applicable to the first 180 days and 8% applicable thereafter as the sole remedy should the Company fail to maintain NASDAQ listing status or at 6.5% for all other defaults). Interest for the first 30 months is payable in kind and added to the principal every six-months and thereafter, the Company may continue to pay interest in kind by adding to the principal every six-months or may elect to pay interest in cash. The Tranche I Notes may be prepaid by the Company after 30 months from the issuance date and initial interest payment; thereafter the Company has the option to prepay the Tranche I Notes every six months at the date of payment of the semi-annual coupon. the closing, Temasek purchased $25.0 million of In January 2014, the Company sold and issued, for face value, approximately $34.0 million of convertible promissory notes in the second tranche of the August 2013 Financing (or the Tranche II Notes). At the Tranche II Notes and Wolverine Asset Management, LLC (or Wolverine) purchased $3.0 million of the Tranche II Notes, each for cash. Total purchased approximately $6.0 million of the Tranche II Notes through cancellation of the same amount of principal of previously outstanding Replacement Notes held by Total. As a result of the exchange and cancellation of the $6.0 million Total Note for the Tranche II Notes, the Company recorded a loss from extinguishment of debt of $9.4 million. The Tranche II Notes will be due sixty months from the date of issuance and will be convertible into shares of common stock at a conversion price equal to $2.87 per share, which represents a trailing 60-day weighted-average closing price of the common stock on NASDAQ through August 7, 2013, subject to adjustment as described below. Specifically, the Tranche II Notes are convertible at the option of the holder (i) at any time 12 months after issuance, (ii) on a change of control of the Company, and (iii) upon the occurrence of an event of default. Each Tranche II Note will accrue interest from the date of issuance until the earlier of the date that such Tranche II Note is converted into common stock or repaid in full. Interest will accrue at a rate per annum equal to 10%, compounded annually (with graduated interest rates of 13% applicable to the first 180 days and 16% applicable thereafter as the sole remedy should the Company fail to maintain NASDAQ listing status or at 12% for all other defaults). Interest for the first 36 months shall be payable in kind and added to principal every year following the issue date and thereafter, the Company may continue to pay interest in kind by adding to principal on every year anniversary of the issue date or may elect to pay interest in cash. In addition to the conversion price adjustments set forth above, the conversion prices of the Tranche I Notes and Tranche II Notes are subject to further adjustment (i) according to proportional adjustments to outstanding common stock of the Company in case of certain dividends and distributions, (ii) according to anti-dilution provisions, and (iii) with respect to notes held by any purchaser other than Total, in the event that Total exchanges existing convertible notes for new securities of the Company in connection with future financing transactions in excess of its pro rata amount. Notwithstanding the foregoing, holders of a majority of the principal amount of the notes outstanding at the time of conversion may waive any anti-dilution adjustments to the conversion price. The purchasers have a right to require repayment of 101% of the principal amount of the notes in the event of a change of control of the Company and the notes provide for payment of unpaid interest on conversion following such a change of control if the purchasers do not require such repayment. The August 2013 SPA, Tranche I Notes and Tranche II Notes include covenants regarding payment of interest, maintenance of the Company’s listing status, limitations on debt and on certain liens, maintenance of corporate existence, and filing of SEC reports. The notes include 108 standard events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, cross-defaults, and breaches of the covenants in the August 2013 SPA, Tranche I Notes and Tranche II Notes, with default interest rates and associated cure periods applicable to the covenant. As of December 31, 2014 and 2013, the amounts outstanding under the Tranche I and Tranche II Notes were $49.2 million and $37.9 million, respectively, net of debt discount of $30.7 million and $6.3 million, respectively. The debt discount is the result of the bifurcation of the conversion options that contain “make-whole” provision or down round conversion price adjustment provisions associated with the outstanding debt. Rule 144A Convertible Notes Sold to Related Parties As discussed above under “Rule 144A Convertible Note Offering”, the Company sold and issued $75.0 million aggregate principal amount of 144A Notes pursuant to Rule 144A of the Securities Act. In connection with obtaining a waiver from one of its existing investors, Total, of its preexisting contractual right to exchange certain senior secured convertible notes previously issued by Amyris pursuant to the Total Purchase Agreement for 144A Notes issued in the transaction, Amyris used approximately $9.7 million of the net proceeds to repay such amount of previously issued Replacement Notes held by Total, which represented the amount of 144A Notes purchased by Total from the Initial Purchaser under the 144A Offering. As a result of the settlement of the $9.7 million of Replacement Notes, the Company recorded a loss from extinguishment of debt of $1.1 million in the year ended December 31, 2014. Additionally, Foris Ventures, LLC (a fund affiliated with John Doerr, a director of the Company) and Temasek each participated in the 144A Offering and purchased $5.0 million and $10.0 million, respectively, of the convertible promissory notes sold thereunder. As of December 31, 2014 the related party convertible notes outstanding under the 144A Notes were $14.9 million, net of discount of $9.8 million. As of December 31, 2014 and 2013, the total related party convertible notes outstanding were $115.2 million and $89.5 million, respectively, net of discount of $53.8 million and $23.9 million, respectively. For the years ended December 31, 2014, 2013 and 2012, the Company recorded a loss from extinguishment of debt from the exchange and cancellation of related party convertible notes of $10.5 million, $19.9 million, and $0.9 million, respectively. Loans Payable In July 2012, the Company entered into a Note of Bank Credit and a Fiduciary Conveyance of Movable Goods Agreement (together, the July 2012 Bank Agreements) with each of Nossa Caixa Desenvolvimento (or Nossa Caixa) and Banco Pine S.A. (or Banco Pine). Under the July 2012 Bank Agreements, the Company pledged certain farnesene production assets as collateral for the loans of R$52.0 million. The Company’s total acquisition cost for such pledged assets was approximately R$68.0 million (approximately US$25.6 million based on the exchange rate as of December 31, 2014). The Company is a also a parent guarantor for the payment of the outstanding balance under these loan agreements. Under the July 2012 Bank Agreements, the Company could borrow an aggregate of R$52.0 million (approximately US$19.6 million based on the exchange rate as of December 31, 2014) as financing for capital expenditures relating to the Company’s manufacturing facility located in Brotas, Brazil. Specifically, Banco Pine, agreed to lend R$22.0 million and Nossa Caixa agreed to lend R$30.0 million. The funds for the loans are provided by BNDES, but are guaranteed by the lenders. The loans have a final maturity date of July 15, 2022 and bear a fixed interest rate of 5.5% per year. The loans are also subject to early maturity and delinquency charges upon occurrence of certain events including interruption of manufacturing activities at the Company’s manufacturing facility in Brotas, Brazil for more than 30 days, except during sugarcane off-season. For the first two years that the loans are outstanding, the Company is required to pay interest only on a quarterly basis. After August 15, 2014, the Company has been required to pay equal monthly installments of both principal and interest for the remainder of the term of the loans. As of December 31, 2014 and 2013, a principal amount of $18.6 million and $22.2 million, respectively, was outstanding under these loan agreements. 109 In March 2013, the Company entered into an export financing agreement with Banco ABC Brasil S.A. (or ABC) for approximately $2.5 million to fund exports through March 2014. This loan was collateralized by future exports from the Company’s subsidiary in Brazil. As of December 31, 2014 and 2013, the principal amount outstanding under this agreement was zero and $2.5 million, respectively. In March 2014, the Company entered into an additional export financing agreement with ABC for approximately $2.2 million to fund exports through March 2015. This loan is collateralized by future exports from the Company’s subsidiary in Brazil. As of December 31, 2014, the principal amount outstanding under this agreement was $2.2 million The Company is also a parent guarantor for the payment of the outstanding balance under these loan agreements. In October 2013, the Company had a financing arrangement with a third party for the monthly payments of its insurance premiums of $0.6 million payable in nine monthly installments of principal and interest. Interest accrues at a rate of 3.24% per annum. The loan was settled in 2014. In October 2014, the Company entered into another financing arrangement amounting to $0.6 million to pay for the current insurance premiums under the same terms. As of December 31, 2014 and 2013, the outstanding unpaid loan balance was $0.3 million and $0.4 million, respectively. In February 2014, the Company borrowed $0.2 million from a third party lender to pay for the Company’s consolidated VIE’s current insurance premiums. The loan is payable in ten monthly installments of principal and interest. Interest accrues at a rate of 5.95% per annum. As of December 31, 2014, the outstanding loan was fully paid. Letters of Credit In June 2012, the Company entered into a letter of credit agreement for $1.0 million under which it provided a letter of credit to the landlord for its headquarters in Emeryville, California in order to cover the security deposit on the lease. This letter of credit is secured by a certificate of deposit. Accordingly, the Company has $1.0 million and $0.9 million as restricted cash as of December 31, 2014 and 2013. Future minimum payments under the debt agreements as of December 31, 2014 are as follows (in thousands): Years ending December 31: 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . Related Party Convertible Debt $ 1,610 1,605 70,126 74,486 75,825 — Convertible Debt Loans Payable Credit Facility $ 4,029 4,020 28,715 15,685 56,798 — $ 5,957 3,263 3,128 2,995 2,862 6,780 $ 14,986 19,885 7,451 391 107 — Total $ 26,582 28,773 109,420 93,557 135,592 6,780 Total future minimum payments . . . . . . . . . . . Less: amount representing interest(1) . . . . . . . . Present value of minimum debt payments . . . . Less: current portion . . . . . . . . . . . . . . . . . . 223,652 (108,413) 115,239 — 109,247 (48,829) 24,985 (3,888) 60,418 21,097 — (4,987) 42,820 (7,113) 35,707 (12,113) 400,704 (168,243) 232,461 (17,100) Noncurrent portion of debt . . . . . . . . . . . . . . $ 115,239 $ 60,418 $16,110 $ 23,594 $ 215,361 (1) Including debt discount of $80.2 million related to the embedded derivative associated with the related party and non-related party convertible debt which will be accreted to interest expense under the effective interest method over the term of the convertible debt. 6. Commitments and Contingencies Lease Obligations The Company leases certain facilities and finances certain equipment under operating and capital leases, respectively. Operating leases include leased facilities and capital leases include leased equipment (see 110 Note 4, “Balance Sheet Components”). The Company recognizes rent expense on a straight-line basis over the non-cancellable lease term and records the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. Where leases contain escalation clauses, rent abatements, and/or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applies them as straight-line rent expense over the lease term. The Company has non-cancellable operating lease agreements for office, research and development, and manufacturing space that expire at various dates, with the latest expiration in February 2031. Rent expense under operating lease was $5.4 million, $4.8 million and $4.9 million, for the years ended December 31, 2014, 2013 and 2012, respectively. In December 2011, the Company executed an equipment financing agreement for $3.0 million for financing certain qualifying manufacturing and laboratory equipment. Pursuant agreement, the Company financed the equipment with transactions representing capital leases. This sales/ leaseback transaction resulted in a $1.3 million unrealized loss which is being amortized over the life of the assets under lease. Accordingly, a capital lease liability was recorded at the present value of the future lease payments of $0.3 million and $1.2 million during the years ended December 31, 2014 and 2013, respectively. The incremental borrowing rate used to determine the present values of the future lease payments was 6.5%. The lease obligations expire on January 1, 2015. In connection with the capital lease entered into in 2011, the Company issued a warrant to purchase shares of the Company’s common stock (see Note 10, “Stockholder’s Equity”). to the equipment In 2007, the Company entered into an operating lease for its headquarters in Emeryville, California, with a term of ten years commencing in May 2008. As part of the operating lease agreement, the Company received a tenant improvements allowance of $11.4 million. The Company recorded the allowance as deferred rent and associated expenditures as leasehold improvements that are being amortized over the shorter of their estimated useful life or the term of the lease. In connection with the operating lease, the Company elected to defer a portion of the monthly base rent due under the lease and entered into notes payable agreements with the lessor for the purchase of certain tenant improvements. In October 2010, the Company amended its lease agreement with the lessor of its headquarters, to lease up to approximately 22,000 square feet of research and development and office space. In return for the removal of the early termination clause in its amended lease agreement, the Company received approximately $1.0 million from the lessor in December 2010. In April 2013, the Company amended its lease agreement for its headquarters in Emeryville, California (or the Lease Amendment). The Lease Amendment provided for an extension of the lease term to May 2023, a modification of the base rent and elimination of the Company’s loans and notes payable to the lessor of approximately $1.6 million (see Note 5, “Debt”). In addition, per the terms of the Lease Amendment, the Company also received a rent credit of approximately $71,000 per month for the period of June 2013 through December 2013 and a rent credit of approximately $42,000 per month for the full year of 2014. In March 2011, the Company entered into an operating lease on real property owned by Tonon in Brazil. In conjunction with a supply agreement (see Note 8, “Significant Agreements”) with the same entity, the land is being used by the Company for its Biofene production plant in Brotas. This lease has a term of 15 years commencing in March 2011 with an estimated annual rent payment of approximately $116,000. In August 2011, the Company notified the lessor of its leased office facilities in Brazil of the Company’s termination of its existing lease effective November 30, 2011. At the same time, the Company entered into an operating lease for new office facilities in Campinas, Brazil. The new lease has a term of 5 years commencing in November 2011 with an estimated annual rent payment of approximately $367,000. In October 2012, an operating lease associated with the Company’s pilot plant in Brazil was amended. As a result of this amendment, the Company’s operating lease was extended and the new expiration is October 2015 and included an amendment to the terms of restitution of the property under lease. As a result of this amendment, the Company no longer has asset retirement obligations and therefore reversed the previously accrued liabilities. 111 Future minimum payments under the Company’s lease obligations as of December 31, 2014, are as follows (in thousands): Years ending December 31: Capital Leases Operating Leases Total Lease Obligations 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 580 $ 6,694 $ 7,274 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 265 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 — — 6,564 6,565 6,653 6,791 6,829 6,590 6,653 6,791 Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 25,346 25,346 Total future minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . 870 $58,613 $59,483 Less: amount representing interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Present value of minimum lease payments . . . . . . . . . . . . . . . . . . . . . . . . (54) 816 Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (541) Long-term portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 275 Guarantor Arrangements The Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or directors are serving in their official capacities. The indemnification period remains enforceable for the 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 December 31, 2014 and 2013. The Company entered into the FINEP Credit Facility to finance a research and development project on sugarcane-based biodiesel (see Note 5, “Debt”). The FINEP Credit Facility is guaranteed by a chattel mortgage on certain equipment of the Company. The Company’s total acquisition cost for the equipment under this guarantee is approximately R$6.0 million (approximately US$2.3 million based on the exchange rate as of December 31, 2014). The Company entered into the BNDES Credit Facility to finance a production site in Brazil (see Note 5, “Debt”).The BNDES Credit Facility is collateralized by a first priority security interest in certain of the Company’s equipment and other tangible assets with a total acquisition cost of R$24.9 million (approximately US$9.4 million based on the exchange rate as of December 31, 2014). The Company is a the outstanding balance under the BNDES Credit Facility. parent guarantor for the payment of Additionally, the Company is required to provide certain bank guarantees under the BNDES Credit Facility. Accordingly, the Company has a $0.6 million restricted cash as of both December 31, 2014 and 2013. The Company entered into loan agreements and security agreement where the Company pledged certain farnesene production assets as collateral (the fiduciary conveyance of movable goods) with each of Nossa Caixa and Banco Pine (see Note 5, “Debt”). The Company’s total acquisition cost for the farnesene production assets pledged as collateral under these agreements is approximately R$68.0 million (approximately US$25.6 million based on the exchange rate as of December 31, 2014). The Company is also a parent guarantor for the payment of the outstanding balance under these loan agreements. The Company has an export financing agreement with ABC for approximately $2.5 million for a one-year term to fund exports through March 2014. As of December 30, 2014, the loan was fully paid. The Company entered into another export financing agreement with the same bank for approximately $2.2 million for a one year term to fund exports through March 2015. This loan is collateralized by future exports from Amyris Brazil. The Company is also a parent guarantor for the payment of the outstanding balance under these loan agreements. 112 Under an operating lease agreement for its office facilities in Brazil, which commenced on November 15, 2011, the Company is required to maintain restricted cash or letters of credit equal to 3 months of rent of approximately R$0.2 million (approximately US$0.1 million based on the exchange rate as of December 31, 2014) in the aggregate as a guarantee that the Company will meet its performance obligations under such operating lease agreement. In October 2013, the Company entered into a letter agreement with Total relating to the Temasek Bridge Note and to the closing of the August 2013 Financing (or the Amendment Agreement) (see Note 5, “Debt”). In the August 2013 Financing, the Company was required to provide the purchasers under the August 2013 SPA with a security interest in the Company’s intellectual property if Total still held such security interest as of the initial closing of the August 2013 Financing. Under the terms of a previous Intellectual Property Security Agreement by and between the Company and Total (or the Security Agreement), the Company had previously granted a security interest in favor of Total to secure the obligations of the Company under certain convertible promissory notes issued and issuable to Total under the Total Purchase Agreement. The Security Agreement provided that such security interest would terminate if Total and the Company entered into certain agreements relating to the formation of the Fuels JV. In connection with Total’s agreement to (i) permit the Company to grant the security interest under the Temasek Bridge Note and the August 2013 Financing and (ii) waive a secured debt limitation contained in the outstanding convertible promissory notes issued pursuant to the Total Purchase Agreement and held by Total (or the Total Securities), the Company entered into the Amendment Agreement. Under the Amendment Agreement, the Company agreed to reduce, effective December 2, 2013, the conversion price for the Total Securities issued in 2012 (approximately $48.3 million of which are outstanding as of the date hereof) from $7.0682 per share to $2.20, the market price per share of the Company’s common stock as of the signing of the Amendment Agreement, as determined in accordance with applicable NASDAQ rules, unless the Company and Total entered into the JV Documents on or prior to December 2, 2013. The Company and Total entered into the JV agreements on December 2, 2013 and the Amendment Agreement and all security interests thereunder were automatically terminated and the conversion price of the Total Securities remained at $7.0682 per share. In December 2013, in connection with the execution of JV Documents entered into by and among Company, Total and JVCO relating to the establishment of the JVCO (see Note 5, “Debt” and Note 7, “Joint Ventures and Noncontrolling Interest”), the Company agreed to exchange the $69.0 million outstanding Total unsecured convertible notes issued pursuant to the Total Purchase Agreement and issued replacement 1.5% senior secured convertible notes, in principal amounts equal to the principal amount of each Replacement Notes and grant a security interest to Total in and lien on all the Company’s rights, title and interest in and to the Company’s shares in the capital of the JVCO. Following execution of the JV Documents, all notes that have been issued became senior secured convertible notes. Further, the $10.85 million in principal amount of such notes issued in the initial tranche of the third closing under the Total Purchase Agreement in July 2014 and the notes issued in connection with the second tranche of the third closing (up to $10.85 million in principal amount issued in January 2015) are senior secured convertible notes instead of senior unsecured convertible notes. The Hercules Loan Facility (see Note 5, “Debt”) is collateralized by liens on the Company’s assets, including certain Company intellectual property. Purchase Obligations As of December 31, 2014, the Company had $2.9 million in purchase obligations which included $1.6 million in non-cancellable contractual obligations and construction commitments, of which zero have been accrued as loss on purchase commitments. 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 judgment. In assessing loss contingencies related to legal proceedings that are pending against 113 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 in the Company’s financial statements. 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. In May 2013, a securities class action complaint was filed against the Company and its CEO, John G. Melo, in the U.S. District Court for the Northern District of California. In October 2013, the lead plaintiffs filed a consolidated amended complaint. The complaint, as amended, sought unspecified damages on behalf of a purported class that would comprise all individuals who acquired the Company’s common stock between April 29, 2011 and February 8, 2012. The complaint alleged securities law violations based on the Company’s commercial projections during that period. In December 2013, the Company filed a motion to dismiss the complaint. In March 2014, the court issued an order granting the Company’s motion to dismiss with leave to amend the complaint. The plaintiffs declined to amend their complaint further and, on June 12, 2014, the court issued an order (based on stipulation of the parties) dismissing the action with prejudice. In August 2013, a complaint entitled Steve Shannon, derivatively on behalf of Amyris, Inc. v. John G. Melo et al and Amyris, Inc., was filed against the Company as nominal defendant in the United States District Court for the Northern District of California. The lawsuit seeks unspecified damages on behalf of the Company from certain of its current and former officers, directors and employees and alleges these defendants breached their fiduciary duties to the Company and unjustly enriched themselves by making allegedly false and misleading statements and omitting certain material facts in the Company’s securities filings. Because this purported stockholder derivative action is based on substantially the same facts as the securities class action described above, the two actions were related and were heard by the same judge. On June 23, 2014, following the dismissal of the related class action (discussed above), the court issued an order (based on stipulation of the parties) dismissing the action with prejudice. 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 are not predictable with reasonable assurance and therefore an estimate of all the reasonably possible losses cannot be determined at this time. Therefore, 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 consolidated financial statements for the relevant reporting period could be materially adversely affected. 7. Joint Ventures and Noncontrolling Interest Novvi LLC In September 2011, the Company and Cosan US, Inc. (or Cosan U.S.) formed Novvi LLC (or Novvi), a U.S. entity that is jointly owned by the Company and Cosan U.S. . In March 2013, the Company and Cosan U.S. entered into agreements to (i) expand their base oils joint venture to also include additives and lubricants and (ii) operate their joint venture exclusively through Novvi. Specifically, the parties entered into an Amended and Restated Operating Agreement for Novvi (or the Operating Agreement), which sets forth the governance procedures for Novvi and the parties’ initial contribution. The Company also entered into an IP License Agreement with Novvi (or the IP License Agreement) under which the Company granted Novvi (i) an exclusive (subject to certain limited exceptions for the Company), worldwide, royalty-free license to develop, produce and commercialize base oils, additives, and lubricants derived from Biofene for use in automotive and industrial lubricants markets and (ii) a non-exclusive, royalty free license, subject to certain conditions, to manufacture Biofene solely for its own products. In addition, both the Company and 114 Cosan U.S. granted Novvi certain rights of first refusal with respect to alternative base oil and additive technologies that may be acquired by the Company or Cosan U.S. during the term of the IP License Agreement. Under these agreements, the Company and Cosan U.S. each own 50% of Novvi and each party shares equally in any costs and any profits ultimately realized by the joint venture. Novvi is governed by a six member Board of Managers (or the Board Managers), with three managers represented by each investor. The Board of Managers appoints the officers of Novvi, who are responsible for carrying out the daily operating activities of Novvi as directed by the Board of Managers. The IP License Agreement has an initial term of 20 years from the date of the agreement, subject to standard early termination provisions such as uncured material breach or a party’s insolvency. Under the terms of the Operating Agreement, Cosan U.S. was obligated to fund its 50% ownership share of Novvi in cash in the amount of $10.0 million and the Company was obligated to fund its 50% ownership share of Novvi through the granting of an IP License to develop, produce and commercialize base oils, additives, and lubricants derived from Biofene for use in the automotive, commercial and industrial lubricants markets, which Cosan U.S. and Amyris agreed was valued at $10.0 million. In March 2013, the Company measured its initial contribution of intellectual property to Novvi at the Company’s carrying value of the licenses granted under the IP License Agreement, which was zero. Additional funding requirements to finance the ongoing operations of Novvi are expected to happen through revolving credit or other loan facilities provided by unrelated parties (i.e. such as financial institutions); cash advances or other credit or loan facilities provided by the Company and Cosan U.S. or their affiliates; or additional capital contributions by the Company and Cosan U.S. In April 2014, the Company purchased additional Membership Units of Novvi for an aggregate purchase price of $0.2 million. Also in April 2014, the Company contributed $2.1 million in cash in exchange for receiving additional Membership Units in Novvi. Each member owns 50% of Novvi’s issued and outstanding Membership Units. In September 2014, the Company and Cosan U.S. entered into a member senior loan agreement to grant Novvi a loan amounting to approximately $3.7 million. The loan is due on September 1, 2017 and bears interest at a rate of 0.36% per annum. Interest accrues daily and will be due and payable in arrears on September 1, 2017. The Company and Cosan U.S. each agreed to provide 50% of the loan. The Company’s share of approximately $1.8 million was disbursed in two installments. The first installment of $1.2 million was made in September 2014 and the second installment of $0.6 million was made in October 2014. In November 2014, the Company and Cosan U.S. entered into a second member senior loan agreement to grant Novvi a loan of approximately $1.9 million. The loan is due on November 10, 2017 and bears interest at a rate of 0.36% per annum. Interest accrues daily and will be due and payable in arrears on November 10, 2017. The Company and Cosan U.S. each agreed to provide 50% of the loan. The Company disbursed its share of approximately $1.0 million in November 2014. As of December 31, 2014 total loans to Novvi were $1.7 million, net of imputation of interest of $1.0 million as result of the below market interest rate on the loan to affiliate. The following table is a reconciliation of our equity and loans in Novvi: (In thousands) Balance at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred gain on investment Share in net loss of affiliate net of deferred gain on investment . . . . . . . . . . . . . . . . . Adjustment on imputation of interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan to affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2014 2013 2,312 $ — $ — 5,000 — (5,000) — — — (2,910) 1,045 1,745 Balance at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,192 $ — The Company has identified Novvi as a VIE and determined that the power to direct activities, which most significantly impact the economic success of the joint venture (i.e. continuing research and development, marketing, sales, distribution and manufacturing of Novvi products), is equally shared between the Company and Cosan U.S. Accordingly, the Company is not the primary beneficiary and 115 if therefore accounts for its investment in Novvi under the equity method of accounting. The Company will there are changes in events and continue to reassess its primary beneficiary analysis of Novvi circumstances impacting the power to direct activities that most significantly affect Novvi’s economic success. Under the equity method, the Company’s share of profits and losses are included in “Loss from investment in affiliate” in the consolidated statements of operations. For the years ended December 31, 2014 and 2013, the Company recorded $2.9 million and zero for its share of Novvi’s net loss. The carrying amount of the Company’s investment in Novvi as of December 31, 2014 was reduced to zero by its share in Novvi’s loss. The Company recorded no amounts of its share of Novvi’s net loss in December 31, 2013 as the carrying amount of the Company’s investment in Novvi was zero and losses in excess of the carrying amount were offset by the accretion of the Company’s share in the basis difference resulting from the parties’ initial contribution. Refer to Note 13, “Related Party Transactions” for details of other transactions between the Company and Novvi. Total Amyris BioSolutions B.V. In November 2013, the Company and Total formed JVCO. The common equity of JVCO is jointly owned (50%/50%) by the Company and Total, and the preferred equity of JVCO is 100% owned by the Company. The Parties have agreed that JVCO’s purpose is limited to executing the License Agreement and maintaining such licenses under it, unless and until either (i) Total elects to go forward with either the full (diesel and jet the JVCO commercialization program (or a “Go Decision”), (ii) Total elects to not continue its participation in the R&D Program and JVCO (or a “No-Go Decision”), or (iii) Total exercises any of its rights to buy out the Company’s interest in JVCO. Following a Go Decision, the articles and shareholders’ agreement of JVCO would be amended and restated to be consistent with the shareholders’ agreement contemplated by the July 2012 Agreements (see Note 5, “Debt” and Note 8, “Significant Agreements”). fuel) JVCO commercialization program or the jet fuel component of JVCO has an initial capitalization of €0.1 million (approximately US$0.1 million based on the exchange rate as of December 31, 2014). The Company has identified JVCO as a VIE and determined that the Company is not the primary beneficiary and therefore accounts for its investment in JVCO under the equity method of accounting. Under the equity method, the Company’s share of profits and losses are included in “Loss from investment in affiliate” in the consolidated statements of operations. Following a Go Decision, no later than six months prior to July 31, 2016, the Company and Total are required to amend the July 2012 Agreements to reflect the corporate structure of JVCO, amend and restate the articles of association of JVCO, finalize and agree on a five-year plan and an initial budget, to maximize economic viability and value of JVCO and enter into the Total license agreement. The Company will reevaluate its assessment in 2016 based on the specific terms of the final shareholders’ agreement. SMA Indústria Química S.A. In April 2010, the Company established SMA, a joint venture with São Martinho, to build a production facility in Brazil. SMA is located at the São Martinho mill in Pradópolis, São Paulo state. The joint venture agreements establishing SMA have a 20 year initial term. SMA is managed by a three member executive committee, of which the Company appoints two members, one of whom is the plant manager who is the most senior executive responsible for managing the construction and operation of the facility. SMA is governed by a four member board of directors, of which the Company and São Martinho each appoint two members. The board of directors has certain protective rights which include final approval of the engineering designs and project work plan developed and recommended by the executive committee. The joint venture agreements require the Company to fund the construction costs of the new facility and São Martinho would reimburse the Company up to R$61.8 million (approximately US$23.3 million based on the exchange rate as of December 31, 2014) of the construction costs after SMA commences production. After commercialization, the Company would market and distribute Amyris renewable products produced by SMA and São Martinho would sell feedstock and provide certain other services to SMA. The cost of the feedstock to SMA would be a price that is based on the average return that São Martinho could receive from the production of its current products, sugar and ethanol. The Company 116 would be required to purchase the output of SMA for the first four years at a price that guarantees the return of São Martinho’s investment plus a fixed interest rate. After this four year period, the price would be set to guarantee a break-even price to SMA plus an agreed upon return. Under the terms of the joint venture agreements, if the Company becomes controlled, directly or indirectly, by a competitor of São Martinho, then São Martinho has the right to acquire the Company’s interest in SMA. If São Martinho becomes controlled, directly or indirectly, by a competitor of the Company, then the Company has the right to sell its interest in SMA to São Martinho. In either case, the purchase price shall be determined in accordance with the joint venture agreements, and the Company would continue to have the obligation to acquire products produced by SMA for the remainder of the term of the supply agreement then in effect even though the Company would no longer be involved in SMA’s management. The Company has a 50% ownership interest in SMA. The Company has identified SMA as a VIE pursuant to the accounting guidance for consolidating VIEs because the amount of total equity investment at risk is not sufficient to permit SMA to finance its activities without additional subordinated financial support, as well as because the related commercialization agreement provides a substantive minimum price guarantee. Under the terms of the joint venture agreement, the Company directs the design and construction activities, as well as production and distribution. In addition, the Company has the obligation to fund the design and construction activities until commercialization is achieved. Subsequent to the construction phase, both parties equally fund SMA for the term of the joint venture. Based on those factors, the Company was determined to have the power to direct the activities that most significantly impact SMA’s economic performance and the obligation to absorb losses and the right to receive benefits. Accordingly, the financial results of SMA are included in the Company’s consolidated financial statements and amounts pertaining to São Martinho’s interest in SMA are reported as noncontrolling interests in subsidiaries. The Company completed a significant portion of the construction of the new facility in 2012. The Company suspended construction of the facility in 2013 in order to focus on completing and operating the Company’s smaller production facility in Brotas, Brazil. In February 2014, the Company entered into an amendment to the joint venture agreement with São Martinho which updated and documented certain preexisting business plan requirements related to the start-up of construction at the joint venture operated plant and sets forth, among other things, (i) the extension of the deadline for the commencement of operations at the joint venture operated plant to no later than 18 months following the construction of the plant no later than March 31, 2017, and (ii) the extension of an option held by São Martinho to build a second large-scale farnesene production facility to no later than December 31, 2018 with the commencement of operations at such second facility to occur no later than April 1, 2019. Glycotech In January 2011, the Company entered into a production services agreement with Glycotech, Inc. (or the Glycotech Agreement), under which Glycotech provides process development and production services for the manufacturing of various Company products at its leased facility in Leland, North Carolina. The Company products manufactured by Glycotech are owned and distributed by the Company. Pursuant to the terms of the Glycotech Agreement, the Company is required to pay the manufacturing and operating costs of the Glycotech facility, which is dedicated solely to the manufacture of Amyris products. The initial term of the Glycotech Agreement was for a two year period commencing on February 1, 2011 and the Glycotech Agreement renews automatically for successive one-year terms, unless terminated by the Company. Concurrent with the Glycotech Agreement, the Company also entered into a Right of First Refusal Agreement with the lessor of the facility and site leased by Glycotech (or the ROFR Agreement). Per conditions of the ROFR Agreement, the lessor agreed not to sell the facility and site leased by Glycotech during the term of the Glycotech Agreement. In the event that the lessor is presented with an offer to sell or decides to sell an adjacent parcel, the Company has the right of first refusal to acquire it. The Company has determined that the arrangement with Glycotech qualifies as a VIE. The Company determined that it is the primary beneficiary of this arrangement since it has the power through the management committee over which it has majority control to direct the activities that most significantly impact Glycotech’s economic performance. In addition, the Company is required to fund 100% of 117 Glycotech’s actual operating costs for providing services each month while the facility is in operation under the Glycotech Agreement. Accordingly, the Company consolidates the financial results of Glycotech. As of December 31, 2014 and 2013, the carrying amounts of the consolidated VIE’s assets and liabilities were not material to the Company’s consolidated financial statements. The table below reflects the carrying amount of the assets and liabilities of the two consolidated VIEs for which the Company is the primary beneficiary. As of December 31, 2014, the assets include $19.0 million in property, plant and equipment, $3.4 million in other assets and $0.4 million in current assets. The liabilities include $0.2 million in accounts payable and accrued current liabilities and $0.1 million in loan obligations by Glycotech to its shareholders that are non-recourse to the Company. The creditors of each consolidated VIE have recourse only to the assets of that VIE. (In thousands) December 31, 2014 2013 Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $22,812 $25,730 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 290 $ 229 The change in noncontrolling interest for the years ended December 31, 2014 and 2013 is summarized below (in thousands): Balance at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . Net income (loss) attributable to noncontrolling interest 2014 2013 $(584) $(877) 89 204 92 (119) Balance at December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(611) $(584) 8. Significant Agreements Research and Development Activities Total Collaboration Agreement In June 2010, the Company entered into a technology license, development, research and collaboration agreement (or the Collaboration Agreement) with Total Gas & Power USA Biotech, Inc., an affiliate of Total S.A. The Collaboration Agreement sets forth the terms for the research, development, production and commercialization of certain to-be-determined chemical and/or fuel products made through the use of the Company’s synthetic biology platform. The Collaboration Agreement established a multiphase process through which projects are identified, screened, studied for feasibility, and ultimately selected as a project for development of an identified lead compound using an identified microbial strain. Under the terms of the Collaboration Agreement, Total funded up to the first $50.0 million in research and development costs for the selected projects; thereafter the parties share such costs equally. Amyris has agreed to dedicate the laboratory resources needed for collaboration projects. Total has also seconded employees at Amyris to work on the projects under the Collaboration Agreement. Once a development project has commenced, the parties are obligated to work together exclusively to develop the lead compound during the project development phase. After a development project is completed, the Company and Total expect to form one or more joint ventures to commercialize any products that are developed, with costs and profits to be shared on an equal basis, provided that if Total has not achieved profits from sales of a joint venture product equal to the amount of funding it provided for development plus an agreed upon rate of return within three years of commencing sales, then Total will be entitled to receive all profits from sales until this rate of return has been achieved. Each party has certain rights to independently produce commercial quantities of these products under certain circumstances, subject to paying royalties to the other party. Total has the right of first negotiation with respect to exclusive commercialization arrangements that the Company would propose to enter into with certain third parties, as well as the right to purchase any of the Company’s products on terms no less favorable than those offered to or received by the Company from third parties in any market where Total or its affiliates have a significant market position. The Collaboration Agreement has an initial term of twelve years and is renewable by mutual agreement by the parties for additional three year periods. 118 In November 2011, the Company and Total entered into an amendment of the Technology License, Development, Research and Collaboration Agreement (or the Amendment). The Amendment provided for an exclusive strategic collaboration for the development of renewable diesel products and contemplated that the parties would establish a joint venture (or the JV) for the production and commercialization of such renewable diesel products on an exclusive, worldwide basis. In addition, the Amendment contemplated providing the JV with the right to produce and commercialize certain other chemical products on a non-exclusive basis. The amendment further provided that definitive agreements to form the JV had to be in place by March 31, 2012 or such other date as agreed to by the parties or the renewable diesel program, including any further collaboration payments by Total related to the renewable diesel program, would terminate. In the second quarter of 2012, the parties extended the deadline to June 30, 2012, and, through June 30, 2012 the parties were engaged in discussions regarding the structure of future payments related to the program, until the amendment was superseded by a further amendment in July 2012. Pursuant to the Amendment, Total agreed to fund the following amounts: (i) the first $30.0 million in research and development costs related to the renewable diesel program which have been incurred since August 1, 2011, which amount would be in addition to the $50.0 million in research and development funding contemplated by the Collaboration Agreement, and (ii) for any research and development costs incurred following the JV formation date that were not covered by the initial $30.0 million, an additional $10.0 million in 2012 and up to an additional $10.0 million in 2013, which amounts would be considered part of the $50.0 million contemplated by the Collaboration Agreement. In addition to these payments, Total further agreed to fund 50% of all remaining research and development costs for the renewable diesel program under the Amendment. In July 2012, the Company entered into the July 2012 Agreements with Total that expanded Total’s investment in the Biofene collaboration, provided a new structure for the Fuels JV to commercialize the products encompassed by the diesel and jet fuel research and development program (or the Program), and established a convertible debt structure for the collaboration funding from Total (see Note 5, “Debt”). As a part of the July 2012 Agreements, Total’s royalty option contingency related to diesel was removed and the jet fuel collaboration was combined with the expanded Biofene collaboration. As a result, $46.5 million of payments received from Total that had been recorded as an advance from Total were no longer contingently repayable. Of this amount, $23.3 million was treated as a repayment by the Company and included as part of the senior unsecured convertible promissory note issued to Total in July 2012 and the remaining $23.2 million was recorded as a contract to perform research and development services, which was offset by the reduction of the capitalized deferred charge asset of $14.4 million resulting in the Company recording revenue from a related party of $8.9 million in 2012. Under the July 2012 Agreements, the Company controls operations and execution of the Program subject to strategic and ultimate decision-making authority by a management committee composed of Company and Total representatives, and Total participates in the ultimate Fuels JV, or receives rights to recover its investment if, at a series of decision points, it decides not to proceed with the project. The agreements contemplate that the parties would grant exclusive manufacturing and commercial licenses to the Fuels JV for the Fuels JV products when the Fuels JV is formed (subject to requirements for the Company to grant the license to Total in the event the Fuels JV is not formed because of a deadlock, followed by an election by the Company to sell to Total the assets it otherwise would have contributed to the Fuels JV, or earlier under certain circumstances), and that the Company would retain the right to make and sell products other than the Fuels JV products. Under the agreements, the Fuels JV licenses would be consistent with the principle that development, production and commercialization of the Fuels JV products in Brazil will remain with the Company unless Total elects, after formation of the Fuels JV, to have such business contributed to the Fuels JV. The agreements also provide that certain Fuels JV non-exclusive products that were contemplated by the November 2011 amendment to the collaboration agreement are no longer to be included in the Fuels JV, but that the parties will explore potential development and commercialization of such products at a later date. The agreements contemplate that the research and development efforts under the Program may extend through 2016, with a series of “Go/No Go” decisions by Total through such date tied to funding by Total. Each funding tranche involves the issuance of senior unsecured convertible promissory notes by the Company to Total (see Note 5, “Debt”). The agreements provided for cash funding by Total of an aggregate 119 of $105.0 million in notes (the Notes) (see Note 5, “Debt”). Thirty days following the earlier of the completion of the research and development program or December 31, 2016, Total has a final opportunity to decide whether or not to proceed with the Program. At either of the decision points tied to the funding described above (in July 2013 or July 2014), if Total decides not to continue to fund the Program (or, at any funding date does not provide funding based on (i) the Company’s failure to satisfy a closing condition under the purchase agreement for the notes, or (ii) Total’s breach of the purchase agreement), the notes previously issued under the purchase agreement would remain outstanding and become payable by the Company at the maturity date in March 2017, the Program and associated agreements would terminate, all Company rights granted for use in farnesene-based diesel and farnesene-based jet fuel would revert to the Company, and no Fuels JV would be formed to commercialize the Fuels JV products. In the final “Go/No Go” decision described above, Total may elect to (i) go forward with the full Program (diesel and jet fuel) (a “Go” decision), (ii) not continue its participation in the full Program, or (iii) go forward only with the jet fuel component of the Program, with the following outcomes: • • • For a “Go” decision by Total with respect to the whole Program, the parties would form the Fuels JV and the Notes would be cancelled. For a “No-Go” decision by Total with respect to the whole Program, the consequences would be as described in the paragraph above regarding a decision by Total not to continue to fund the Program. For a decision by Total to proceed with the jet fuel component of the Program and not the diesel component of the Program, 70% of the principal amount outstanding under the Notes would remain outstanding and become payable by the Company and 30% of the outstanding principal of such Notes would be cancelled, the diesel product would no longer be included in the collaboration, the Fuels JV would not receive rights to products for use in diesel fuels, and the Fuels JV would be formed by the parties to commercialize products for use in jet fuels. The agreements contemplate that the parties will finalize the structure for the Fuels JV as set forth in the agreements and that the Fuels JV, if and when it is formed, would, subject to the conditions described below and absent other agreement, be owned equally (50%/50%) by the Company and Total. Under the agreements, the parties will, prior to the projected completion date, enter into a shareholders’ agreement governing the Fuels JV, agree on the budget and business plan for the Fuels JV, and form the Fuels JV. In addition, following a final “Go” decision, the parties would enter into the Fuels JV license agreements, contribution agreements and other agreements required to establish the Fuels JV and enable it to operate. Within thirty days prior to the final “Go” decision, Total may declare a “deadlock” if the parties fail to come to agreement on various matters relating to the formation of the Fuels JV, at which point Total may (i) elect to declare a “No-Go” decision, which has the consequences described above, or (ii) initiate a process whereby the fair value of the proposed Fuels JV would be determined and the Company would then have the option to: (i) elect to sell to Total the assets that the Company would have been required to contribute to the Fuels JV for an amount equal to 50% of such fair value; (ii) proceed with the formation of the Fuels JV (accepting Total’s position with respect to the funding requirement of the Fuels JV) and becoming a 50% owner of the Fuels JV; or (iii) proceed with the formation of the Fuels JV (accepting Total’s position with respect to the funding requirements of the Fuels JV), and then sell all or a portion of its 50% interest in the Fuels JV to Total for a price equal to the fair value multiplied by the percentage ownership of the Fuels JV sold to Total. The agreements provide that the Company would initially retain its ability to develop its diesel and jet fuel business in Brazil, and that Total has an option to require the Company to contribute its Brazil diesel and jet fuel business to the Fuels JV at a price determined pursuant to the agreements. Such option terminates if the Fuels JV is not formed or if Total subsequently buys out the Company’s Fuels JV contribution. Furthermore, the option is limited to the jet fuel business if Total opts out of the diesel component of the Program as described above. 120 Under the agreements, Total has a right to participate in future equity or convertible debt financings of the Company through December 31, 2013 to preserve its pro rata ownership of the Company and thereafter in limited circumstances. The purchase price for the first $30.0 million of purchases under this pro rata right would be paid by cancellation of outstanding notes held by Total. In connection with the purchase agreement and sale of the Notes, the Company entered into a registration rights agreement. Under such agreement, the Company is obligated to file a registration statement on Form S-3 with the SEC registering the resale of all of the shares of the Company’s common stock issuable upon conversion of the notes within twenty days prior to the maturity date of the notes or within 30 days following optional conversion. In addition, the Company is obligated to have the registration statement declared effective within 70-100 days following the filing depending on whether the Company receives comments from the SEC. If the registration statement filing is delayed or the registration statement is not declared effective within the foregoing time frames, the Company is required to make certain monthly payments to Total. In March 2013, the Company entered into the March 2013 Letter Agreement under which Total agreed to waive its right and to cease its participation in the fuels collaboration at the July 2013 decision point and committed to proceed with the July 2013 funding tranche of $30.0 million (subject to the Company’s satisfaction of the relevant closing conditions for such funding in the Total Purchase Agreement). As consideration for this waiver and commitment, the Company agreed to: • • Reduce the conversion price for the senior unsecured convertible promissory notes to be issued in connection with such funding from $7.0682 per share to a price per share equal to the greater of (i) the consolidated closing bid price of the Company’s common stock on the date of the letter agreement, plus $0.01, and (ii) $3.08 per share, provided that the conversion price would not be reduced by more than the maximum possible amount permitted under the rules of NASDAQ such that the new conversion price would require the Company to obtain stockholder consent; and Grant Total a senior security interest in the Company’s intellectual property, subject to certain exclusions and subject to release by Total when the Company and Total enter into final documentation regarding the establishment of the Fuels JV. In addition to the waiver by Total described above, Total also agreed that, at the Company’s request and contingent upon the Company meeting its obligations described above, it would pay advance installments of the amounts otherwise payable at the July 2013 closing. Specifically, if the Company requested such advance installments, subject to certain closing conditions and delivery of certifications regarding the Company’s cash levels, Total was obligated to fund $10.0 million no later than May 15, 2013, and an additional $10.0 million no later than June 15, 2013, with the remainder to be funded on the original July 2013 closing date. In June 2013, the Company sold and issued a 1.5% Senior Unsecured Convertible Note to Total with a principal amount of $10.0 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed above. In accordance with the March 2013 Letter Agreement, this convertible note has an initial conversion price equal to $3.08 per share of the Company’s common stock. The Company did not request the May advance of $10.0 million, but did request the June advance (as described above), under which this convertible note was issued (see Note 5, “Debt”). In July 2013, the Company sold and issued a 1.5% Senior Unsecured Convertible Note to Total with a principal amount of $20.0 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed above (see Note 5, “Debt”). This purchase and sale completed Total’s commitment to purchase $30.0 million of such notes by July 2013. In accordance with the March 2013 Letter Agreement, this convertible note has an initial conversion price equal to $3.08 per share of Company common stock. The conversion prices of the notes issued under the Total Purchase Agreement are subject to adjustment for proportional adjustments to outstanding common stock and under anti-dilution provisions in case of certain dividends and distributions. Total has a right to require repayment of 101% of the principal amount of the notes in the event of a change of control of the Company and the notes provide for payment of unpaid interest on conversion following such a change of control if Total does not require such 121 repayment. The purchase agreement and notes include covenants regarding payment of interest, maintenance of the Company’s listing status, limitations on debt, maintenance of corporate existence, and filing of SEC reports. The notes include standard events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, cross-defaults, and breaches of the covenants in the purchase agreement and notes, with added default interest rates and associated cure periods applicable to the covenant regarding SEC reporting. Furthermore, the notes include restrictions on the amount of debt the Company is permitted to incur. With exceptions for certain existing debt, refinancing of such debt and certain other exclusions and waivers, the notes provide that the Company’s total outstanding debt at any time cannot exceed the greater of $200.0 million or 50% of its consolidated total assets and its secured debt cannot exceed the greater of $125.0 million or 30% of its consolidated total assets. In connection with the Company’s closing of a short-term bridge loan for $35.0 million in October 2013, Total waived compliance with the debt limitations outlined above as to the $35.0 million bridge loan and the August 2013 Financing. In December 2013, the Company executed the JV Documents among Amyris, Total and JVCO relating to the establishment of the JVCO (see Note 7, “Joint Venture and Noncontrolling Interest”), Amyris has agreed to (i) exchange the $69.0 million outstanding Total 1.5% Senior Unsecured Convertible Note and issue a replacement 1.5% senior secured convertible notes, in principal amounts equal to the principal amount of each cancelled note (the Replacement Notes) and (ii) to grant to Total a security interest in and lien on all Amyris’ rights, title and interest in and to Amyris’ shares in the capital of the JVCO. Any Securities to be purchased and sold at the Third Closing by Total shall be 1.5% senior secured convertible notes shall have a conversion price of $7.0682. As a consequence of executing the JV Documents and forming JVCO, the Second Amendment of the August 2013 SPA and Restated Intellectual Property Security Agreement dated as of October 16, 2013, executed by Amyris in favor of Total, Temasek, and certain entities affiliated with Fidelity Investments, under which the Company granted a security interest in all of Amyris’ intellectual property was automatically terminated effective as of December 2, 2013 upon Total’s and the Company’s joint written notice to Temasek. Also, in December 2013, Amyris and Total executed the Amended and Restated Master Framework Agreement which amends and restates the Master Framework Agreement dated July 30, 2012 and amended on March 24, 2013. In April 2014, the Company and Total entered into the March 2014 Total Letter Agreement to amend the Amended and Restated Master Framework Agreement entered into as of December 2, 2013 (included as part of JV Documents, as defined below) and the Total Purchase Agreement. Under the March 2014 Total Letter Agreement, the Company agreed to, (i) amend the conversion price of the convertible notes to be issued in the third closing under the Total Purchase Agreement from $7.0682 to $4.11 subject to stockholder approval at the Company’s 2014 annual meeting (which was obtained in May 2014), (ii) extend the period during which Total may exchange for other Company securities certain outstanding convertible promissory notes issued under the July 2012 Agreements from June 30, 2014 to the later of December 31, 2014 and the date on which the Company shall have raised $75.0 million of equity and/or convertible debt financing (excluding any convertible promissory notes issued pursuant to the Total Purchase Agreement), (iii) eliminate the Company’s ability to qualify, in a disclosure letter to Total, certain of the representations and warranties that the Company must make at the closing of any third closing sale, and (iv) beginning on March 31, 2014, provide Total with monthly reporting on the Company’s cash, cash equivalents and short-term investments. In consideration of these agreements, Total agreed to waive its right not to consummate the closing of the issuance of the third closing notes if it had decided not to proceed with the collaboration and had made a “No-Go” decision with respect thereto. Collaboration Partner Joint Development and License Agreement In April 2013, the Company entered into a joint development and license agreement with a collaboration partner. Under the terms of the multi-year agreement, the collaboration partner and the Company will jointly develop certain fragrance ingredients. The collaboration partner will have exclusive rights to these fragrance ingredients for applications in the flavors and fragrances field, and the Company will have exclusive rights in other fields. The collaboration partner and the Company will share in the economic value derived from these ingredients. The joint development and license agreement provided for up to $6.0 million in funding based upon the achievement of certain technical milestones, which are considered substantive by the Company, during the first phase of the collaboration. 122 In February 2014, the Company entered into an amendment to the joint development and license agreement with the collaboration partner noted in the preceding paragraph to proceed with the second phase of the collaboration and the development of a certain fragrance ingredient. The Company recognized collaboration revenue for the years ended December 31, 2014 and 2013, of $2.5 million and $6.0 million, respectively under this agreement. As of December 31, 2014 and 2013, zero and $1.5 million was recorded in deferred revenue. Collaboration Partner Master Collaboration and Joint Development Agreement In November 2010, the Company entered into a Master Collaboration and Joint Development Agreement with a collaboration partner. Under the agreement, the collaboration partner was to fund technical development at the Company to produce an ingredient for the flavors and fragrances market. The Company agreed to manufacture the ingredient and the collaboration partner would market it, and the parties would share in any resulting economic value. The agreement also grants exclusive worldwide flavors and fragrances commercialization rights to the collaboration partner for the ingredient. Under further agreements, the collaboration partner has an option to collaborate with the Company to develop additional ingredients. These agreements continue in effect until the later of the expiration or termination of the development agreements or the supply agreements. The Company is also eligible to receive potential total payments of $6.0 million upon the achievement of certain performance milestones towards which the Company will be required to make a contributory performance. The Company concluded that these milestone payments are substantive. All performance milestones under this agreement were achieved in 2013. Collaboration revenues of $2.0 million were recognized in each of the years ended December 31, 2013 and 2012. for rights granted under preexisting collaboration relationships, In March 2013, the Company entered into a Master Collaboration Agreement (or March 2013 Agreement) with the collaboration partner to establish a collaboration arrangement for the development and commercialization of multiple renewable flavors and fragrances compounds. Under this agreement, the Company granted the except collaboration partner exclusive access for such compounds to specified Company intellectual property for the development and commercialization of flavors and fragrances products in exchange for research and development funding and a profit sharing arrangement. The agreement superseded and expanded the prior collaboration agreement between the Company and the collaboration partner. The agreement provided for annual, up-front funding to the Company by the collaboration partner of $10.0 million for each of the first three years of the collaboration. The initial payment of $10.0 million was received by the Company in March 2013 and the second payment was received in March 2014. The Company recognized collaboration revenues under the Master Collaboration Agreement with the collaboration partner for the years ended December 31, 2014 and 2013, of $10.0 million and $7.9 million, respectively. The agreement contemplated additional funding by the collaboration partner of up to $5.0 million under three potential milestone payments, as well as additional funding by the collaboration partner on a discretionary basis. In December 2014, the Company achieved the first performance milestone under the Master Collaboration Agreement and recognized collaboration revenues of $2.0 million for the year ended December 31, 2014. In addition, the Master Collaboration Agreement contemplated that the parties will mutually agree on a supply price for each compound and share product margins from sales of each compound on a 70/30 basis (70% for the collaboration partner) until the collaboration partner receives $15.0 million more than the Company in the aggregate, after which the parties will share 50/50 in the product margins on all compounds. The Company also agreed to pay a one-time success bonus of up to $2.5 million to the collaboration partner’s for outperforming certain commercialization targets. The collaboration partner eligibility to receive the one-time success bonus commences upon the first sale of the collaboration partner’s product. The agreement does not impose any specific research and development commitments on either party after year six, but if the parties mutually agree to perform development after year six, the agreement provides that the parties will fund it equally. Under the March 2013 Agreement, the parties agreed to jointly select target compounds, subject to final approval of compound specifications by the collaboration partner. During the development phase, the Company would be required to provide labor, intellectual property and technology infrastructure and the 123 collaboration partner would be required to contribute downstream polishing expertise and market access. The March 2013 Agreement provided that the Company would own research and development and strain engineering intellectual property, and the collaboration partner would own blending and, if applicable, chemical conversion intellectual property. Under certain circumstances such as the Company’s insolvency, the collaboration partner would gain expanded access to the Company’s intellectual property. Following development of flavors and fragrances compounds under the March 2013 Agreement, the March 2013 Agreement contemplated that the Company would manufacture the initial target molecules for the compounds and the collaboration partner will perform any required downstream polishing and distribution, sales and marketing. In September 2014, the Company entered into a supply agreement with the collaboration partner to provide target compounds to make certain finished ingredient and market and sell such finished ingredient and/or products to the flavors and fragrances market. The Company recognized revenues from product sales under this agreement of $8.2 million for the year ended December 31, 2014. Collaboration Agreement Michelin and Braskem In September 2011, the Company entered into a collaboration agreement with Michelin. Under the terms of the September 2011 collaboration agreement, the Company and Michelin agreed to collaborate on the development, production and worldwide commercialization of isoprene or isoprenol, generally for tire applications, using the Company’s technology. Under the agreement, Michelin has agreed to pay an upfront payment to the Company of $5.0 million. In June 2014, the Company entered into a collaboration agreement with Braskem and Michelin to collaborate to develop the technology to produce and possibly commercialize renewable isoprene. The term of the collaboration agreement commenced on June 30, 2014 and will continue, unless earlier terminated in accordance with the agreement, until the first to occur of (i) the date that is three (3) years following the actual date on which a work plan is completed, which date is estimated to occur on or about December 30, 2020 or (ii) the date of the commencement of commissioning of a production plant for the production of renewable isoprene. The June 2014 collaboration agreement terminated and supersedes the September 2011 collaboration agreement with Michelin, and as a result of the signing of the June 2014 collaboration agreement, the upfront payment by Michelin of $5.0 million is being rolled into the new collaboration agreement between Michelin, Braskem and the Company as Michelin’s collaboration funding towards the research and development activities to be performed. As of December 31, 2014, the Company accrued a total contribution from Braskem to the collaboration of $4.0 million, of which $2.0 million was received in July 2014 and $2.0 million was received in January 2015. The Company recognized collaboration revenues for the year ended December 31, 2014, of $0.9 million under this agreement. As of December 31, 2014 and 2013, $8.1 million and $5.0 million of deferred revenues were recorded in the consolidated balance sheet related to these agreements. Kuraray Collaboration Agreement and Securities Purchase Agreement In March 2014, the Company entered into the Second Amended and Restated Collaboration Agreement with Kuraray Co., Ltd (or Kuraray) in order to extend the term of the original agreement dated July 21, 2011 for an additional two years and add additional fields and products to the scope of development. In consideration for the Company’s agreement the original collaboration agreement and add additional fields and products, Kuraray will pay the Company $4.0 million in two equal installments of $2.0 million. The first installment was paid on April 30, 2014 and the second installment is due on April 30, 2015. In connection with the collaboration agreement, Kuraray signed a Securities Purchase Agreement in March 2014 to purchase 943,396 shares of the Company’s common stock at a price per share of $4.24 per share. The Company issued 943,396 shares of its common stock at a price per share of $4.24 in April 2014 for aggregate cash proceeds of $4.0 million. to extend the term of The Company recognized collaboration revenue for the year ended December 31, 2014, of $0.9 million under this agreement. Manufacturing Agreements The Company entered into contract manufacturing agreements with various contract manufacturing partners to utilize their manufacturing facilities to produce Amyris products. 124 In March 2012, the Company initiated a plan to shift a portion of its production capacity from contract manufacturing facilities to a Company-owned plant that was then under construction. As a result, the Company evaluated its contract manufacturing agreements and recorded a loss of $40.4 million related to the write-off of $10.0 million in facility modification costs and the recognition of $30.4 million of fixed purchase commitments for the year ended December 31, 2012. The Company computed the loss on facility modification costs and fixed purchase commitments using the same lower of cost or market approach that is used to value inventory. The computation of the loss on fixed purchase commitments is subject to several estimates, including cost to complete and the ultimate selling price of any Company products manufactured at the relevant production facilities, and is therefore inherently uncertain. The Company also recorded a loss on write-off of property, plant and equipment of $5.5 million related to Amyris-owned production equipment at contract manufacturing facilities in the year ended December 31, 2012. Total loss on purchase commitments and write-off of property, plant and equipment for the years ended December 31, 2014, 2013 and 2012, were $1.8 million, $9.4 million and $45.9 million, respectively. Tate & Lyle In November 2010, the Company entered into a Contract Manufacturing Agreement (or the Contract Manufacturing Agreement) with Tate & Lyle, a USA affiliate of Tate & Lyle PLC. Tate & Lyle commenced production operations in the fourth quarter of 2011. The Contract Manufacturing Agreement had secured manufacturing capacity for farnesene through 2016 at Tate & Lyle’s facility in Decatur, Illinois. The Contract Manufacturing Agreement included a base monthly payment and a variable payment based on production volume at the Tate & Lyle facility. With the Company’s commencement of production at its farnesene facility located in Brazil, the Company determined that the Contract Manufacturing Agreement was no longer desired from a cost and operational perspective. The Company has had no production at the Tate & Lyle facility since the first quarter of 2013. In June 2013, the Company and Tate & Lyle entered into a Termination Agreement to terminate the parties’ November 2010 Contract Manufacturing Agreement. The Termination Agreement resolves all outstanding issues that had arisen in connection with the Company’s relationship with Tate & Lyle. Pursuant to the Termination Agreement, the Company is required to make four payments to Tate & Lyle, totaling approximately $8.8 million, of which $3.6 million is to satisfy outstanding obligations and $5.2 million is in lieu of additional payments otherwise owed under the Contract Manufacturing Agreement. These four payments are due under the Termination Agreement between July 17, 2013 and December 16, 2013, and are deemed to be in full satisfaction of all amounts otherwise owed under the Contract Manufacturing Agreement. Under the Termination Agreement, no further payments will be owed for the remaining term of the Contract Manufacturing Agreement (i.e., through 2016). As a result, for the year ended December 31, 2013 the Company recorded a loss of $8.4 million which is included in the loss on purchase commitments and write-off of property, plant and equipment and consisted of an impairment charge of $6.7 million relating to Company-owned equipment at the Tate & Lyle facility, a $2.7 million write off of an unamortized portion of equipment costs funded by the Company for Tate & Lyle, offset by a reversal of $1.0 million provision for loss on fixed purchase commitments. As of December 31, 2014, the Company had no outstanding liability under the Termination Agreement. Tonon Bioenergia (formerly known as Paraíso Bioenergia) In March 2011, the Company entered into a supply agreement with Tonon, a renewable energy company producing sugar, ethanol and electricity headquartered in São Paulo State, Brazil. Under the agreement, the Company constructed a fermentation and separation facility to produce its products and Tonon provides supply of sugar cane juice and other utilities. The Company retains the full economic benefits enabled by the sale of Amyris renewable products over the lower of sugar or ethanol alternatives. In conjunction with the supply agreement, the Company also entered into an operating lease on land owned by Tonon. The real property is being used by the Company for its production site in Brotas, Brazil. Per the terms of the supply agreement, in the event that Tonon is presented with an offer to sell or decides to sell the real property, the Company has the right of first refusal to acquire it. If the Company fails to exercise its right of first refusal the purchaser of the real property will need to comply with the specific obligations of Tonon to the Company under the lease agreement. 125 Albemarle In July 2011, the Company entered into a contract manufacturing agreement with Albemarle Corporation (or Albemarle), to provide toll manufacturing services at its facility in Orangeburg, South Carolina. Under this agreement, Albemarle agreed to manufacture lubricant base oils from Biofene, to be owned and distributed by the Company or a Company-designated commercial partner. The initial term of this agreement was from July 31, 2011 through December 31, 2012. Albemarle is required to modify its facility, including installation and qualification of equipment and instruments necessary to perform the toll manufacturing services under the agreement. The Company reimbursed Albemarle $10.0 million for all capital expenditures related to the facility modification, which was accounted for as a prepaid asset. All equipment or facility modifications acquired or made by Albemarle were to be owned by Albemarle, subject to Albemarle’s obligation to transfer title to, and ownership of, certain assets to the Company within 30 days after termination of the agreement, at the Company’s discretion and sole expense. In March 2012, the Company recorded a loss of $7.8 million related to the write-off of the facility modification costs, described above. In addition, the Company agreed to pay a one-time, non-refundable performance bonus of $5.0 million if Albemarle delivered to the Company certain quantity of the lubricant base stock by December 31, 2011 or $2.0 million if Albemarle delivered the same quantity by January 31, 2012. Based on Albermarle’s performance as of December 31, 2011, the Company concluded that Albermarle had earned the bonus which is payable in two payments. The Company paid Albemarle $2.5 million for the final bonus payment during the year ended December 31, 2013. In February 2012, the Company entered into an amended and restated agreement with Albemarle, which superseded the original contract manufacturing agreement with Albemarle. The term of the new agreement continues through December 31, 2019. The agreement includes certain obligations for the Company to pay fixed costs totaling $7.5 million, of which $3.5 million and $4.0 million are payable in 2012 and 2014, respectively. In the three months ended March 31, 2012, the Company recorded a corresponding loss related to these fixed purchase commitments, as described above. As of December 31, 2014, the Company has no outstanding liability payable to Albermarle. 9. Goodwill and Intangible Assets The following table presents the components of the Company’s goodwill and intangible assets (in thousands): In-process research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquired licenses and permits Goodwill December 31, 2014 December 31, 2013 Gross Carrying Amount Accumulated Amortization and impairment Useful Life in Years Net Carrying Value Gross Carrying Amount Accumulated Amortization Net Carrying Value Indefinite $8,560 772 2 560 Indefinite $9,892 $(3,035) (772) — $(3,807) $5,525 — 560 $6,085 $8,560 772 560 $9,892 $ — $8,560 — (772) 560 — $9,120 $(772) The following table presents the activity of goodwill and intangible assets for the year ended December 31, 2014 (in thousands): In-process research and development . . . . . Acquired licenses and permits . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . Additions Impairment Amortization $ — — — $ — $(3,035) — — $(3,035) $ — — — $ — December 31, 2014 Net Carrying Value $5,525 — 560 $6,085 December 31, 2013 Net Carrying Value $8,560 — 560 $9,120 126 The intangible assets acquired through the Draths acquisition in October 2011 of in-process research and development (IPR&D)of $8.6 million are treated as indefinite lived intangible assets until completion or abandonment of the projects, at which time the assets will be amortized over the remaining useful life or written-off, as appropriate. If the carrying amount of the assets is greater than the measures of fair value, impairment is considered to have occurred and a write-down of the asset is recorded. Any finding that the value of its intangible assets has been impaired would require the Company to write-down the impaired portion, which could reduce the value of its assets and reduce (increase) its net income (loss) for the year in which the related impairment charges occur. During the fourth quarter of 2014, the Company updated its ongoing analysis of the technical and commercial viability of the IPR&D. The complex scientific and significant funding requirements of certain potential products, caused the Company to re-focus its research and development efforts on a narrower range of potential products. As a result of the change in strategy, the forecast discounted future cash flows of the IPR&D were updated. As a result of our assessment using the estimated discounted future cash flows of the IPR&D, we recorded an impairment to the value of the IPR&D assets for the years ended December 31, 2014 and 2013, of $3.0 million and zero, respectively. The impairment charge is recognized in “Impairment of intangible assets” in the consolidated statements of operations. Acquired licenses and permits are amortized using a straight-line method over its estimated useful life. Amortization expense for this intangible was zero, $32,000 and $0.4 million for the year ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, acquired licenses and permits were fully amortized. The Company has a single reportable segment (see Note 15, “Reporting Segments” for further details). Consequently, all of the Company’s goodwill is attributable to the single reportable segment. 10. Stockholders’ Equity Private Placement December 2012 Private Placement In December 2012, the Company completed a private placement of 14,177,849 shares of its common stock at a price of $2.98 per share for aggregate proceeds of $37.2 million and the cancellation of $5.0 million worth of outstanding senior unsecured convertible promissory notes previously issued to Total by the Company. The Company issued 1,677,852 shares to Total in exchange for this note cancellation. Net cash received for this private placement as of December 31, 2012 was $22.2 million and the remaining $15.0 million of proceeds was received in January 2013. In connection with this, the Company entered into a letter of agreement with an investor under which the Company acknowledged that the investor’s initial investment of $10.0 million in December 2012 represented partial satisfaction of the investor’s preexisting contractual obligation to fund $15.0 million by March 31, 2013 upon satisfaction by the Company of criteria associated with the commissioning of the Company’s production plant in Brotas, Brazil. In January 2013, the Company received $15.0 million in proceeds from the private placement offering that closed in December 2012. Consequently, the Company issued 5,033,557 shares of the 14,177,849 shares of the Company’s common stock. March 2013 Private Placement In March 2013, the Company completed a private placement of 1,533,742 shares of its common stock at a price of $3.26 per share for aggregate proceeds of $5.0 million. This private placement represented the final tranche of an investor’s preexisting contractual obligation to fund $15.0 million upon satisfaction by the Company of certain criteria associated with the commissioning of a production plant in Brotas, Brazil. April 2014 Private Placement In April 2014, the Company completed a private placement of 943,396 shares of its common stock at a price of $4.24 per share for aggregate proceeds of $4.0 million (see Note 8, “Significant Agreements”). 127 Evergreen Shares for 2010 Equity Plan and 2010 ESPP In January 2014, the Company’s Board of Directors (or Board) approved an increase to the number of shares available for issuance under the Company’s 2010 Equity Incentive Plan (or Equity Plan) and the 2010 Employee Stock Purchase Plan (or ESPP). These shares represent an automatic annual increase in the number of shares available for issuance under the Equity Plan and the ESPP of 3,833,141 and 766,628, respectively. These increases equal to 5% and 1%, respectively of 76,662,812 shares, the total outstanding shares of the Company’s common stock as of December 31, 2013. This automatic increase was effective as of January 1, 2014. Shares available for issuance under the Equity Plan and ESPP were initially registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on October 1, 2010 (Registration No. 333-169715). The Company filed registration statements on Form S-8 on April 14, 2014 (Registration No. 333-195259) with respect to the shares added by the automatic increase on January 1, 2014. Common Stock As of December 31, 2014 and 2013, the Company was authorized to issue 300,000,000 and 200,000,000 shares of common stock, respectively, pursuant to the Company’s certificate of incorporation, as amended and restated (in May 2014, the Company filed an amended and restated certificate of incorporation to increase the shares of common stock authorized by the Company from 200,000,000 to 300,000,000 in connection with the approval by the Company’s stockholders at the Company’s 2014 annual meeting of stockholders). Holders of the Company’s common stock are entitled to dividends as and when declared by the Board, subject to the rights of holders of all classes of stock outstanding having priority rights as to dividends. There have been no dividends declared to date. The holder of each share of common stock is entitled to one vote. Preferred Stock Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 5,000,000 shares of preferred stock. The Board has the authority, without action by its stockholders, to designate and issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. As of December 31, 2014 and December 31, 2013, the Company had zero shares of convertible preferred stock outstanding. Common Stock Warrants In December 2011, in connection with a capital lease agreement, the Company issued warrants to purchase 21,087 shares of the Company’s common stock at an exercise price of $10.67 per share. The Company estimated the fair value of these warrants as of the issuance date to be $0.2 million and recorded these warrants as other assets, amortizing them subsequently over the term of the lease. The fair value was based on the contractual term of the warrants of 10 years, risk free interest rate of 2%, expected volatility of 86% and zero expected dividend yield. These warrants remain unexercised and outstanding as of December 31, 2014. In October 2013, in connection with the issuance of the Tranche I Notes (see Note 5, “Debt”), the Company issued to Temasek contingently exercisable warrants to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.01 per share. The Company estimated the fair value of these warrants as of the issuance date at $1.3 million and recorded these warrants as debt issuance cost to be amortized over the term of the Tranche I Notes. The fair-value was calculated using a Monte Carlo simulation valuation model based on the contractual term of the warrants of 3.4 years, risk free interest rate of 0.77%, expected volatility of 45% and zero expected dividend yield. These warrants remain unexercised and outstanding as of December 31, 2014. Each of these warrants includes a cashless exercise provision which permits the holder of the warrant to elect to exercise the warrant without paying the cash exercise price, and receive a number of shares determined by multiplying (i) the number of shares for which the warrant is being exercised by (ii) the difference between the fair market value of the stock on the date of exercise and the warrant exercise price, and dividing such by (iii) the fair market value of the stock on the date of exercise. During the years ended December 31, 2014 and 2013, no warrants were exercised through the cashless exercise provision. 128 As of both December 31, 2014 and 2013, the Company had 1,021,087 of unexercised common stock warrants. 11. Stock-Based Compensation Plans 2010 Equity Incentive Plan The Company’s 2010 Equity Incentive Plan (or 2010 Equity Plan) became effective on September 28, 2010 and will terminate in 2020. Pursuant to the 2010 Equity Plan, any shares of the Company’s common stock (i) issued upon exercise of stock options granted under the Company’s 2005 Stock Option/Stock Issuance Plan (or the 2005 Plan) that cease to be subject to such option and (ii) issued under the 2005 Plan that are forfeited or repurchased by the Company at the original purchase price will become part of the 2010 Equity Plan. Subsequent to the effective date of the 2010 Equity Plan, an additional 1,923,593 shares that were forfeited under the 2005 Plan were added to the shares reserved for issuance under the 2010 Equity Plan. The number of shares reserved for issuance under the 2010 Equity Plan increase automatically on January 1st of each year starting with January 1, 2011, by a number of shares equal to 5% percent of the Company’s total outstanding shares as of the immediately preceding December 31st. The Company’s Board of Directors or the Leadership Development and Compensation Committee of the Board of Directors is able to reduce the amount of the increase in any particular year. The 2010 Equity Plan provides for the granting of common stock options, restricted stock awards, stock bonuses, stock appreciation rights, restricted stock units and performance awards. It allows for time-based or performance-based vesting for the awards. Options granted under the 2010 Equity Plan may be either incentive stock options (or ISOs) or non-statutory stock options (or NSOs). ISOs may be granted only to Company employees (including officers and directors who are also employees). NSOs may be granted to Company employees, non-employee directors and consultants. The Company will be able to issue no more than 30,000,000 shares pursuant to the grant of ISOs under the 2010 Equity Plan. Options under the 2010 Equity Plan may be granted for periods of up to ten years. All options issued to date have had a ten year life. Under the plan, the exercise price of any ISOs and NSOs may not be less than 100% of the fair market value of the shares on the date of grant. The exercise price of any ISOs and NSOs granted to a 10% stockholder may not be less than 110% of the fair value of the underlying stock on the date of grant. The options granted to date generally vest over four to five years. As of December 31, 2014 and 2013, options to purchase 8,692,818 and 6,334,836 shares, respectively, of the Company’s common stock granted from the 2010 Equity Plan were outstanding. As of December 31, 2014 and 2013, 5,133,576 and 4,351,596 shares, respectively, of the Company’s common stock remained available for future awards that may be granted from the 2010 Equity Plan. The options outstanding as of December 31, 2014 and 2013 had a weighted-average exercise price of approximately $5.72 per share and $7.04 per share, respectively. 2005 Stock Option/Stock Issuance Plan In 2005, the Company established its 2005 Plan which provided for the granting of common stock options, restricted stock units, restricted stock and stock purchase rights awards to employees and consultants of the Company. The 2005 Plan allowed for time-based or performance-based vesting for the awards. Options granted under the 2005 Plan were ISOs or NSOs. ISOs were granted only to Company employees (including officers and directors who are also employees). NSOs were granted to Company employees, non-employee directors, and consultants. All options issued under the 2005 Plan had a ten year life. The exercise prices of ISOs and NSOs granted under the 2005 Plan were not less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. The exercise price of an ISO and NSO granted to a 10% stockholder could not be less than 110% of the estimated fair value of the underlying stock on the date of grant as determined by the Board. The options generally vested over 5 years. As of December 31, 2014 and 2013, options to purchase 1,787,160 and 2,014,769 shares, respectively, of the Company’s common stock granted from the 2005 Stock Option/Stock Issuance Plan remained outstanding and as a result of the adoption of the 2010 Equity Incentive Plan discussed above, zero shares 129 of the Company’s common stock remained available for issuance under the 2005 Plan. The options outstanding under the 2005 Plan as of December 31, 2014 and 2013 had a weighted-average exercise price of approximately $8.04 per share and $8.59 per share, respectively. 2010 Employee Stock Purchase Plan The 2010 Employee Stock Purchase Plan (or the 2010 ESPP) became effective on September 28, 2010. The 2010 ESPP is designed to enable eligible employees to purchase shares of the Company’s common stock at a discount. Each offering period is for one year and consists of two six-month purchase periods. Each twelve-month offering period generally commences on May 16th and November 16th, each consisting of two six-month purchase periods. The purchase price for shares of common stock under the 2010 ESPP is the lesser of 85% of the fair market value of the Company’s common stock on the first day of the applicable offering period or the last day of each purchase period. A total of 168,627 shares of common stock were initially reserved for future issuance under the 2010 Employee Stock Purchase Plan. During the first eight years of the life of the 2010 ESPP, the number of shares reserved for issuance increases automatically on January 1st of each year, starting with January 1, 2011, by a number of shares equal to 1% of the Company’s total outstanding shares as of the immediately preceding December 31st. The Company’s Board of Directors or the Leadership Development and Compensation Committee of the Board of Directors is able to reduce the amount of the increase in any particular year. No more than 10,000,000 shares of the Company’s common stock may be issued under the 2010 ESPP and no other shares may be added to this plan without the approval of the Company’s stockholders. During the year ended December 31, 2014 and 2013, 352,816 and 472,039 shares, respectively, of the Company’s common stock were purchased under the 2010 ESPP. At December 31, 2014 and 2013, 815,569 and 401,757 shares, respectively, of the Company’s common stock remained available for issuance under the 2010 ESPP. Stock Option Activity The Company’s stock option activity and related information for the year ended December 31, 2014 was as follows: Number Outstanding Weighted- Average Exercise Price Outstanding – December 31, 2013 . . . . . . . . . . . . . . . . Options granted . . . . . . . . . . . . . . . . . . . . . . . . . . Options exercised . . . . . . . . . . . . . . . . . . . . . . . . . Options cancelled . . . . . . . . . . . . . . . . . . . . . . . . . 8,409,605 3,723,791 (426,674) (1,166,744) Outstanding – December 31, 2014 . . . . . . . . . . . . . . . . 10,539,978 Vested and expected to vest after December 31, 2014 . . 9,809,190 Exercisable at December 31, 2014 . . . . . . . . . . . . . . . 5,067,030 $7.39 $3.48 $3.13 $8.12 $6.10 $6.29 $8.48 Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (in thousands) 7.40 $12,393 7.22 7.10 5.75 $ $ $ 50 50 50 The aggregate intrinsic value of options exercised under all option plans was $0.6 million, $0.6 million and $2.7 million for the years ended December 31, 2014, 2013 and 2012, respectively, determined as of the date of option exercise. 130 The Company’s restricted stock units (or RSUs) and restricted stock activity and related information for the year ended December 31, 2014 was as follows: Weighted- Average Grant-Date Fair Value Weighted Average Remaining Contractual Life (Years) RSUs Outstanding – December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . 2,316,437 Awarded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding – December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . 1,083,300 (1,246,673) (177,561) 1,975,503 Expected to vest after December 31, 2014 . . . . . . . . . . . . . . . . . 1,779,174 $4.30 $3.51 $4.55 $3.24 $3.59 $3.59 0.88 — — — 0.93 0.87 The following table summarizes information about stock options outstanding as of December 31, 2014: Options Outstanding Options Exercisable Exercise Price $0.10 – $2.79 . . . . . . . . . . . . . . . $2.81 – $2.94 . . . . . . . . . . . . . . . $2.96 – $3.37 . . . . . . . . . . . . . . . $3.44 – $3.44 . . . . . . . . . . . . . . . $3.51 – $3.51 . . . . . . . . . . . . . . . $3.55 – $3.86 . . . . . . . . . . . . . . . $3.93 – $4.31 . . . . . . . . . . . . . . . $4.35 – $20.41 . . . . . . . . . . . . . . $24.20 – $26.84 . . . . . . . . . . . . . . $30.17 – $30.17 . . . . . . . . . . . . . . $0.10 – $30.17 . . . . . . . . . . . . . . Number of Options 1,540,022 1,056,280 1,152,334 99,450 2,298,097 1,087,193 1,391,698 1,403,842 451,062 60,000 10,539,978 Stock-Based Compensation Expense Weighted- Average Remaining Contractual Life (Years) 7.71 6.76 8.60 9.11 9.03 7.84 4.29 5.63 6.15 6.20 7.22 Weighted-Average Exercise Price Number of Options Weighted-Average Exercise Price $ 2.64 $ 2.88 $ 3.09 $ 3.44 $ 3.51 $ 3.83 $ 4.06 $15.45 $26.41 $30.17 $ 6.10 782,168 428,958 384,611 — — 541,143 1,225,393 1,265,133 379,624 60,000 5,067,030 $ 2.59 $ 2.88 $ 3.07 $ — $ — $ 3.84 $ 4.07 $15.55 $26.37 $30.17 $ 8.48 Stock-based compensation expense related to options and restricted stock units granted to employees and nonemployees was allocated to research and development expense and sales, general and administrative expense as follows (in thousands): Years Ended December 31, 2014 2013 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Research and development Sales, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . $ 3,508 10,597 $14,105 $ 4,281 13,766 $18,047 $ 6,451 21,022 $27,473 Employee Stock-Based Compensation During the years ended December 31, 2014, 2013 and 2012, the Company granted options to purchase 3,683,791 shares, 2,849,919 shares, and 3,589,593 shares of its common stock, respectively, to employees with weighted-average grant date fair values of $2.31, $1.98, and $2.28 per share, respectively. Compensation expense of $10.1 million, $13.1 million, and $20.2 million was recorded for the years ended December 31, 2014, 2013 and 2012, respectively, for stock-based options granted to employees. As of December 31, 2014, 2013 and 2012, there were unrecognized compensation costs of $11.4 million, $15.0 131 million, and $51.2 million, respectively, related to these stock options. The Company expects to recognize those costs over a weighted-average period of 2.8 years and 2.7 years as of December 31, 2014 and 2013, respectively. Future option grants will increase the amount of compensation expense to be recorded in these periods. In August 2012, the Company’s CEO exercised outstanding options to purchase 668,730 shares of the Company’s common stock and sold the shares to certain members of the Company’s Board of Directors or their affiliates through a private sale at a price of $3.70, which was greater than the fair market value of the stock at the date of sale. The Company recorded $0.4 million in stock-based compensation expense as an excess of the sale price over the fair market value of shares in this transaction during the year ended December 31, 2012. During the years ended December 31, 2014, 2013 and 2012, 1,083,300, 1,222,250 and 2,956,900 of restricted stock units, respectively, were granted to employees with a weighted-average service-inception date fair value of $3.51, $2.85 and $3.46 per unit, respectively. The Company recognized a total of $3.3 million, in December 31, 2014, 2013 and 2012 in stock-based $4.1 million and $6.3 million, respectively, compensation expense for restricted stock units granted to employees. As of December 31, 2014, 2013 and 2012, there were unrecognized compensation costs of $3.6 million, $3.6 million and $7.8 million, respectively, related to these restricted stock units. During the years ended December 31, 2014, 2013 and 2012, the Company also recognized stock-based compensation expense related to its 2010 ESPP of $0.5 million, $0.6 million, and $0.8 million, respectively. Compensation expense was recorded for stock-based awards granted to employees based on the grant date estimated fair value (in thousands): Years Ended December 31, 2014 2013 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Research and development Sales, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . $ 3,504 10,381 $13,885 $ 4,278 13,453 $17,731 $ 6,442 20,887 $27,329 Employee stock-based compensation expense recognized for the years ended December 31, 2014, 2013 and 2012 included $0.1 million, $1.0 million and $0.9 million, respectively, related to option modifications. As part of separation agreements with certain former senior employees, the Company agreed to accelerate the vesting of options for zero, 458,424 and 825,523 shares of common stock and extend the exercise period for certain grants in the years ended December 31, 2014, 2013 and 2012, respectively. The stock-based compensation expense for the year ended December 31, 2012, includes the impact of a repricing of stock options in June 2012 under which certain non-executive employees received a one-time reduction in the exercise price for such options with per share exercise prices per share higher than $24.00 held by U.S. employees of Amyris and the new exercise price for such options was $16.00 per share, the Company’s initial public offering price. The total amount of the stock-based compensation associated with repricing was immaterial to the consolidated financial statements. Stock-based compensation cost for RSUs is measured based on the closing fair market value of the Company’s common stock on the date of grant. Stock-based compensation expense for stock options and employee stock purchase plan rights is estimated at the grant date and offering date, respectively, based on the fair-value using the Black-Scholes option pricing model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The fair value of employee stock options was estimated using the following weighted-average assumptions: Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —% —% —% 1.9% 1.4% 1.1% Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1 Expected term (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1 75% 82% 77% Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.0 Years Ended December 31, 2014 2013 2012 132 Expected Dividend Yield — The Company has never paid dividends and does not expect to pay dividends. Risk-Free Interest Rate — The risk-free interest rate was based on the market yield currently available on United States Treasury securities with maturities approximately equal to the options’ expected terms. Expected Term — Expected term represents the period that the Company’s stock-based awards are expected to be outstanding. The Company’s assumption about the expected term has been based on that of companies that have similar industry, life cycle, revenues, and market capitalization and the historical data on employee exercises. Expected Volatility — The expected volatility is based on a combination of historical volatility for the Company’s stock and the historical stock volatilities of several of the Company’s publicly listed comparable companies over a period equal to the expected terms of the options, as the Company does not have a long trading history. Forfeiture Rate — The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior, and other factors. The impact from a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from that estimated by the Company, the Company may be required to record adjustments to stock-based compensation expense in future periods. Each of the inputs discussed above is subjective and generally requires significant management and director judgment. Nonemployee Stock-Based Compensation During the years ended December 31, 2014, 2013 and 2012, the Company granted options to purchase 40,000, 140,000 and 3,000 shares of its common stock, respectively, to nonemployees in exchange for services. Compensation expense of $0.2 million, $0.1 million and $0.1 million was recorded for the years ended December 31, 2014, 2013 and 2012, respectively, for stock-based options granted to nonemployees. The nonemployee options were valued using the Black-Scholes option pricing model. During the years ended December 31, 2014, 2013 and 2012, zero, zero and 10,000 restricted stock units, respectively, were granted to nonemployees and a total of $0.0 million, $0.1 million and $0.1 million in stock-based compensation expense was recognized by the Company for the years ended December 31, 2014, 2013 and 2012, respectively. The fair value of nonemployee stock options was estimated using the following weighted-average assumptions: Years Ended December 31, 2014 2013 2012 Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —% —% —% Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected term (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7% 1.3% 1.4% 5.8 4.8 75% 81% 77% 7.0 No income tax benefit has been recognized relating to stock-based compensation expense and no tax benefits have been realized from exercised stock options or release of restricted stock units. 12. Employee Benefit Plan The Company established a 401(k) Plan to provide tax deferred salary deductions for all eligible employees. Participants may make voluntary contributions to the 401(k) Plan up to 90% of their eligible compensation, limited by certain Internal Revenue Service (or IRS) restrictions. Effective January 2014, the 133 Company implemented a discretionary employer match plan whereby the Company matches employee contributions for the year ended December 31, 2014 onwards up to the IRS limit or 90% of compensation, with a minimum one year of service required for vesting. The total matching amount for the year ended December 31, 2014, was $0.4 million. 13. Related Party Transactions Letter Agreements with Total In March 2013 and April 2014, respectively, the Company entered into letter agreements with Total that reduced the respective conversion prices of certain convertible promissory notes issuable under the Total Purchase Agreement, as described under “Related Party Convertible Notes” in Note 5, “Debt.” Related Party Financings In March 2013, the Company completed a private placement of 1,533,742 shares of its common stock to an existing stockholder, Biolding, at a price of $3.26 per share for aggregate proceeds of $5.0 million. This private placement represented the final tranche of Biolding’s preexisting contractual obligation to fund $15.0 million upon satisfaction by the Company of certain criteria associated with the commissioning of a production plant in Brotas, Brazil. In June 2013, the Company sold and issued a 1.5% Senior Unsecured Convertible Note to Total with a principal amount of $10.0 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed above under “Related Party Convertible Notes” in Note 5, “Debt.” In July 2013, the Company sold and issued a 1.5% Senior Unsecured Convertible Note to Total with a principal amount of $20.0 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed above under “Related Party Convertible Notes” in Note 5, “Debt.” In August 2013, the Company entered into a securities purchase agreement by and among the Company, Total and Temasek, each a beneficial owner of more than 5% of the Company’s existing common stock at the time of the transaction, for a private placement of convertible promissory notes in an aggregate principal amount of $73.0 million. The initial closing of the August 2013 Financing was completed in October 2013 for the sale of approximately $42.6 million of the Tranche I Notes and the second closing of the August 2013 Financing for the sale of approximately $30.4 million of the Tranche II Notes was completed in January 2014 (the Company issued to Temasek $25.0 million of Tranche II Notes for cash and Total purchased approximately $6.0 million of Tranche II Notes through cancellation of the same amount of principal of previously outstanding convertible promissory notes held by Total (in respect of Total’s preexisting contractual right to maintain its pro rata ownership position through such cancellation)). See “Related Party Convertible Notes” in Note 5, “Debt.” In September 2013, the Company entered into a bridge loan agreement with an existing investor to provide additional cash availability of up to $5.0 million as needed before the initial closing of the August 2013 Financing. The Company did not use this facility and it expired in October 2013 in accordance with its terms. In October 2013, the Company sold and issued a senior secured promissory note to Temasek for a bridge loan of $35.0 million. The note was due on February 2, 2014 and accrued interest at a rate of 5.5% each four months from October 4, 2013 (with a rate of 2% per month if a default occurred). The note was cancelled as payment for the investor’s purchase of Tranche I Notes in the August 2013 Financing. See “Related Party Convertible Notes” in Note 5, “Debt.” In October 2013, the Company completed the closing of the first tranche of the August 2013 Financing, which resulted to the exchange and cancellation of the $35.0 million Temasek Bridge Note and the $9.2 million Total convertible note, as a result of the exchange and cancellation the Company recorded a loss from extinguishment of debt of $19.9 million (see Note 5, “Debt”). In December 2013, the Company agreed (i) to exchange the $69.0 million outstanding Total unsecured convertible notes and issue a replacement 1.5% senior secured convertible notes, in principal amounts equal to the principal amount of each cancelled note and (ii) that all notes issued in connection with a third closing under the Total Purchase Agreement will be senior secured convertible notes instead of senior unsecured convertible notes (see “Related Party Convertible Notes” in Note 5, “Debt”). 134 In December 2013, the Company agreed to issue to Temasek $25.0 million of the second tranche of convertible promissory notes for cash. Total purchased approximately $6.0 million of the second tranche of convertible promissory notes through cancellation of the same amount of principal of previously outstanding convertible promissory notes held by Total (in respect of Total’s preexisting contractual right to maintain its pro rata ownership position through such cancellation). Such financing transactions closed in January 2014 (see Note 5, “Debt”). In April 2014, the Company and Total entered into the March 2014 Total Letter Agreement under which the Company agreed to, (i) amend the conversion price of the convertible notes to be issued in the third closing under the Total Purchase Agreement from $7.0682 per share to $4.11 per share subject to stockholder approval at the Company’s 2014 annual meeting (which was obtained in May 2014), (ii) extend the period during which Total may exchange for other Company securities certain outstanding convertible promissory notes issued under the July 2012 Agreements from June 30, 2014 to the later of December 31, 2014 and the date on which the Company shall have raised $75.0 million of equity and/or convertible debt financing (excluding any convertible promissory notes issued pursuant to the Total Purchase Agreement), (iii) eliminate the Company’s ability to qualify, in a disclosure letter to Total, certain of the representations and warranties that the Company must make at the closing of any third closing sale, and (iv) beginning on March 31, 2014, provide Total with monthly reporting on the Company’s cash, cash equivalents and short-term investments. In consideration of these agreements, Total agreed to waive its right not to consummate the closing of the issuance of the third closing notes if it had decided not to proceed with the collaboration and made a “No-Go” decision with respect thereto. In May 2014, the Company sold and issued 144A Notes pursuant to the 144A Offering. In connection with obtaining a waiver from one of its existing investors, Total, of its preexisting contractual right to exchange certain senior secured convertible notes previously issued by Amyris for new notes issued in the 144A Offering, Amyris used approximately $9.7 million of the net proceeds of the 144A Offering to repay such amount of previously issued notes (representing the amount of notes purchased by Total from the Initial Purchaser under the 144A Offering). Additionally, Foris Ventures, LLC (a fund affiliated with John Doerr) and Temasek each participated in the Rule 144A Convertible Note Offering and purchased $5.0 million and $10.0 million, respectively, of the convertible promissory notes sold thereunder (see “Related Party Convertible Notes” in Note 5, “Debt”). In July 2014, the Company sold and issued a 1.5% Senior Secured Convertible Note to Total with a principal amount of $10.85 million with a March 1, 2017 maturity date pursuant to the Total Purchase Agreement as discussed under “Related Party Convertible Notes” in Note 5, “Debt.” This sale constituted the initial tranche of the $21.7 million third closing under the Total Purchase Agreement. This convertible note has an initial conversion price equal to $4.11 per share of the Company’s common stock. As of December 31, 2014 and 2013, convertible notes with related parties were outstanding in aggregate principal amount of $115.2 million and $89.5 million, respectively, net of debt discount of $53.8 million and $23.9 million, respectively. The Company recorded losses of $10.5 million, $19.9 million and $0.9 million from extinguishment of debt from the settlement, exchange and/or cancellation of related party convertible notes for the years ended December 31, 2014, 2013 and 2012, respectively (see “Related Party Convertible Notes” in Note 5, “Debt” for details). The fair value of derivative liabilities related to the related party convertible notes as of December 31, 2014 and 2013 were $39.8 million and $116.8 million, respectively. The Company recognized a gain from change in fair value of the derivative instruments of $141.2 million for the year ended December 31, 2014, a loss from change in fair value of the derivative instruments of $76.2 million for the year ended December 31, 2013, and a gain from change in fair value of the derivative instruments of $3.1 million for the year ended December 31, 2012, respectively, related to these derivative liabilities (see Note 3, “Fair Value of Financial Instruments”). Related Party Revenues The Company recognized revenues from product sales to Novvi (an equity accounted affiliate) of $0.1 million, $1.1 million and zero for the years ended December 31, 2014, 2013 and 2012, respectively. The Company recognized revenues from research and development activities that it has performed on behalf of 135 Novvi of zero, $2.6 million and zero for the years ended December 31, 2014, 2013 and 2012, respectively. Accounts receivable from Novvi as of December 31, 2014 and 2013, were $0.1 million and $0.3 million, respectively (see Note 7, “Joint Venture and Noncontrolling Interest” for further details). The Company recognized related party revenue from product sales to Total of $0.6 million, $0.2 million and zero for the years ended December 31, 2014, 2013 and 2012, respectively. The Company recognized related party collaboration revenue from Total of zero, zero and $9.8 million for the years ended December 31, 2014, 2013 and 2012. Related party accounts receivable from Total as of December 31, 2014 and 2013, were $0.3 million and $0.2 million, respectively. Loans to Related Parties See Note 7, “Joint Ventures and Noncontrolling Interest” for details of the Company’s loans to its affiliate, Novvi LLC. Joint Venture with Total In November 2013, the Company and Total formed JVCO as discussed above under Note 7, “Joint Venture and Noncontrolling Interest.” Pilot Plant Agreements In May 2014, the Company received the final consents necessary for the Pilot Plant Services Agreement (or Pilot Plant Services Agreement) and a Sublease Agreement (or the Sublease Agreement), each dated as of April 4, 2014 (collectively the Pilot Plant Agreements), between the Company and Total. The Pilot Plant Agreements generally have a term of five years. Under the terms of the Pilot Plant Services Agreement, the Company agreed to provide certain fermentation and downstream separations scale-up services and training to Total and receives an aggregate annual fee payable by Total for all services in the amount of up to approximately $0.9 million per annum. Under the Sublease Agreement, the Company receives an annual base rent payable by Total of approximately $0.1 million per annum. As of December 31, 2014, the Company had received $1.0 million in cash under the Pilot Plant Agreements from Total. In connection with these arrangements, a sublease payment of $0.1 million and service fees of $0.7 million were offset against cost and operating expenses for the year ended December 31, 2014. As of December 31, 2014, $0.2 million of cash received under the Pilot Plant Agreements from Total was recorded as “Accrued and other current liabilities” on the consolidated balance sheet. 14. Income Taxes For the years ended December 31, 2014 and 2012, the Company recorded a provision from income taxes of $0.5 million and $1.0 million, respectively and for the year ended December 31, 2013, the Company recorded a benefit for income taxes of $0.8 million. The provision for income taxes for the years ended December 31, 2014 and 2012, generally relates to accrued withholding taxes that would be due in connection with the payment of interest on intercompany loans. In the year ended December 31, 2013, the recorded tax benefit was associated with the conversion of certain loans to equity, which reduces the accrual of the interest from the Company’s subsidiary and will correspondingly eliminate the withholding tax obligation. Other than the above mentioned provision for income tax, no additional provision for income taxes has been made, net of the valuation allowance, due to cumulative losses since the commencement of operations. The components of loss from investment in affiliate and noncontrolling interest are as follows for the years ended December 31, 2014, 2013 and 2012 (in thousands): income (loss) before income taxes, United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,847 (5,275) $(216,583) $(146,028) (59,024) (19,171) Income (loss) before income taxes and loss from investment in affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,572 $(235,754) $(205,052) Years Ended December 31, 2014 2013 2012 136 The components of the provision for (benefit from) income taxes are as follows for the years ended December 31, 2014, 2013 and 2012 (in thousands): Years Ended December 31, 2014 2013 2012 Current: Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred: $ — $ — $ — — 981 981 — (847) (847) — 495 495 Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total provision (benefit) for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — $495 — — — — — — — $(847) $981 A reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of income (loss) before income taxes is as follows: Statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State tax rate, net of federal benefit . . . . . . . . . . . . . . . . . . . . . . . . . . Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Federal R&D credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivative liabilities Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Years Ended December 31, 2014 2013 2012 (34.0)% (34.0)% (34.0)% (0.3)% (0.7)% 23.3% 0.2% 0.1% (2.8)% —% (0.8)% 31.0% 1.3% 13.9% 541.5% 0.2% (0.6)% (7.8)% (5.8)% (1.4)% 32.3% 38.8% (592.4)% 23.1% 0.4% (0.4)% (8.9)% Temporary differences and carryforwards that gave rise to significant portions of deferred taxes are as follows (in thousands): December 31, 2014 2013 2012 Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Research and development credits . . . . . . . . . . . . . . . . . . . . . . . . . Foreign Tax Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accruals and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capitalized start-up costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capitalized research and development costs . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Debt discount and derivative . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net deferred tax asset prior to valuation allowance . . . . . . . . . . . . . Less: Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net deferred tax assets (liabilities) 137 $ 195,536 1,299 14,701 1,431 16,425 18,773 13,095 56,880 6,700 324,840 — (12,517) (12,517) 312,323 (312,323) $ 167,354 822 11,654 935 17,893 17,521 15,133 45,968 6,741 284,021 — — — 284,021 (284,021) $ — $ — $ $ 145,324 — 7,259 1,782 15,997 15,882 16,070 26,850 7,649 236,813 (525) — (525) 236,288 (236,288) — Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based upon the weight of available evidence, especially the uncertainties surrounding the realization of deferred tax assets through future taxable income, the Company believes it is not yet more likely than not that the net deferred tax assets will be fully realizable. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets as of December 31, 2014 and 2013. The valuation allowance increased by $28.3 million, $47.7 million, and $79.5 million, during the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014 and 2013, the Company had federal net operating loss carryforwards of approximately $525.6 million and $440.4 million, respectively, and state net operating loss carryforwards $200.7 million and $198.3 million, respectively, available to reduce future taxable income, if any. As of December 31, 2014 and 2013, approximately $27.1 million and $25.8 million, respectively, of the federal loss carryforwards and $13.8 million and $12.8 million, respectively, of state net operating loss carryforwards, resulted from exercises of employee stock options and vesting of restricted stock units and have not been included in the Company’s gross deferred tax assets. In accordance with ASC 718, such unrealized tax benefits will be accounted for as a credit to additional paid-in capital if and when realized through a reduction in income taxes payable. The Company also has federal research and development credits of $8.5 million and $6.7 million and California research and development credit carryforwards of $9.4 million and $7.5 million, at December 31, 2014 and 2013, respectively. The Tax Reform Act of 1986 (or the TRA) and similar state provisions limit the use of net operating loss and credit carryforwards in certain situations where equity transactions result in a change of ownership as defined by Internal Revenue Code Section 382. In the event the Company has experienced an ownership change, as defined in the TRA, utilization of its federal and state net operating loss and credit carryforwards could be limited. If not utilized, the federal net operating loss carryforward begins expiring in 2025, and the California net operating loss carryforward begins expiring in 2015. The federal research and development credit carryforwards will expire starting in 2024 if not utilized. The California tax credits can be carried forward indefinitely. In December 2014, the Tax Increase Prevention Act of 2014 (or the TIPA) was signed into law. The TIPA retroactively extended the research tax credit, that expired at the end of 2013, to the beginning of 2014. Under ASC 740, Accounting for Income Taxes, the effects of the tax legislation are recognized upon enactment. The benefit of the reinstated credits did not impact the income statement in 2014, as the research and development credit carryforwards are fully offset by a full valuation allowance. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: Balance at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increases in tax positions for prior period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increases in tax positions during current period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,918 469 1,693 Balance at December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,080 Increases in tax positions for prior period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increases in tax positions during current period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,736 6,265 Balance at December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $17,081 The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for taxes. The Company determined that no accrual for interest and penalties was required as of December 31, 2014 or December 31, 2013. None of the tax benefits, if recognized, would affect the effective income tax rate for any of the above years due to the valuation allowance that currently offsets deferred tax assets. The Company does not anticipate the total amount of unrecognized income tax benefits will significantly increase or decrease in the next 12 months. 138 The Company’s primary tax jurisdiction is the United States. For United States federal and state tax purposes, returns for tax years 2003 and forward remain open and subject to tax examination by the appropriate federal or state taxing authorities. Brazil tax years 2008 through the current remain open and subject to examination. As of December 31, 2014, the US Internal Revenue Service (or the IRS) has completed its audit of the Company for tax year 2008 which concluded that there were no adjustments resulting from the audit. While the statutes are closed for tax year 2008, the US federal tax carryforwards (net operating losses and tax credits) may be adjusted by the IRS in the year in which the carryforward is utilized. 15. Reporting Segments The chief operating decision maker for the Company is the chief executive officer. The chief executive officer reviews financial information presented on a consolidated basis, accompanied by information about revenues by geographic region, for purposes of allocating resources and evaluating financial performance. The Company has one business activity comprised of research and development and sales of fuels and farnesene-derived products and there are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, the Company has determined that it has a single reportable segment and operating segment structure. Revenues by geography are based on the location of the customer. The following tables set forth revenues and long-lived assets by geographic area (in thousands): Revenues United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $21,331 5,961 9,738 6,244 $21,235 4,071 10,340 5,473 $49,111 3,786 16,461 4,336 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $43,274 $41,119 $73,694 Years Ended December 31, 2014 2013 2012 Long-Lived Assets United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,418 74,197 365 $ 54,015 85,891 685 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $118,980 $140,591 December 31, 2014 2013 16. Subsequent Events Nomis Bay Ltd. Common Stock Purchase Agreement In February 2015, the Company entered into a Common Stock Purchase Agreement (or the Common Stock Purchase Agreement) and a Registration Rights Agreement (or the Registration Rights Agreement) with Nomis Bay Ltd. (or Nomis Bay) under which the Company may from time to time sell up to $50.0 million of its common stock to Nomis Bay over a 24-month period. In connection with such Common Stock Purchase Agreement and Registration Rights Agreement, the Company also entered into a Placement Agent Letter Agreement (or the Placement Agent Agreement) with Financial West Group (or FWG) (collectively, the Common Stock Purchase Agreement, the Registration Rights Agreement and the Placement Agent Agreement are referred to as the Committed Equity Facility Agreements). The equity commitment arrangement entered into under the Committed Equity Facility Agreements is sometimes 139 referred to as a committed equity line financing facility. Subject to customary covenants and conditions, from time to time over the 24-month term, and in the Company’s sole discretion, the Company may present Nomis Bay with up to 24 draw down notices requiring Nomis Bay to purchase a specified dollar amount of shares of the Company’s common stock, based on the price per share per day over 10 consecutive trading days (or a Draw Down Period). The per share purchase price for these shares equals the daily volume weighted average price of the Company’s common stock on each date during the Draw Down Period on which shares are purchased, less a discount ranging from 3.0% to 6.25%. The maximum amount of shares that may be sold in any Draw Down Period ranges from shares having aggregate purchase prices of $325,000 to $3,250,000, based on the per share price described in the preceding sentence. Alternatively, in the Company’s sole discretion, but subject to certain limitations, the Company may require Nomis Bay to purchase a percentage of the daily trading volume of the Company’s common stock for each trading day during the Draw Down Period. The Company will not sell under the Purchase Agreement a number of shares of voting common stock which, when aggregated with all other shares of voting common stock then beneficially owned by Nomis Bay and its affiliates, would result in the beneficial ownership by Nomis Bay or any of its affiliates of more than 9.9% of the then issued and outstanding shares of common stock. Under the Committed Equity Facility Agreements, the Company agreed to pay up to $35,000 of Nomis Bay’s legal fees and expenses. The Company also agreed to pay Nomis Bay a commitment fee of $0.1 million which was paid at the signing of the Purchase Agreement, and would be required to pay an additional $0.3 million to Nomis Bay prior to the first draw down under the facility, should the Company elect to make any draw downs thereunder. The issuance of the shares of common stock to Nomis Bay would be exempt from registration under the Securities Act pursuant to the exemption for transactions by an issuer not involving a public offering. The Company agreed to indemnify Nomis Bay and its affiliates for losses related to a breach of the representations and warranties by the Company under the Committed Equity Facility Agreements and the other transaction documents, or any action instituted against Nomis Bay or its affiliates due to the transactions contemplated by the Committed Equity Facility Agreements or other transaction documents, subject to certain limitations. Under the registration Rights Agreement, the Company granted to Nomis Bay certain registration rights related to the shares issuable in accordance with the Common Stock Purchase Agreement and agreed to use its commercially reasonable efforts to prepare and file with the SEC one or more registration statements for the purpose of registering the resale of the maximum shares of common stock issuable pursuant to the Common Stock Purchase Agreement. Under the Placement Agent Agreement, the Company agreed to pay FWG a fee not to exceed $15,000 in the aggregate for FWG’s reasonable attorney’s fees and expenses incurred in connection with the transaction. Naxyris Securities Purchase Agreement On March 30, 2015, the Company entered into a Securities Purchase Agreement (or the Naxyris SPA) for the sale of up to $10.0 million in principal amount of an unsecured convertible note of the Company (or the Naxyris Note) to Naxyris, S.A. (or Naxyris), an existing holder of more than 5% of the Company’s outstanding common stock (beneficially owning 5,639,398 shares of the Company’s common stock as of March 15, 2015). Naxyris is an affiliate of Carole Piwnica, a member of the Company’s Board of Directors who was designated by Naxyris to serve on the Company’s Board of Directors under a February 2012 letter agreement among the Company, Naxyris and certain other investors in the Company. The Naxyris SPA contemplates that the Nexyris Note may be issued in one closing to occur at the option of the Company at any time prior to the earlier of March 31, 2016 or the Company completing a new financing (or series of financings) of equity, debt or similar instruments in the amount of at least $10.0 million in the aggregate (excluding amounts that may be raised under existing commitments and agreements in existence as of March 30, 2015), following the satisfaction of certain closing conditions, including the receipt of certain third party consents, and requires that the Company pay a commitment availability fee of $0.2 million to Naxyris on April 1, 2015. 140 The Company may prepay the Naxyris Note (if issued) at any time, and if not prepaid, the Naxyris Note is due on the earlier of May 31, 2016 or earlier termination (e.g. in the event of a new capital financing described above) (or the Maturity Date). The Naxyris Note accrues interest at a rate of 11.0% per annum compounding quarterly and payable with the principal at maturity. Upon any draw of the Naxyris Note, the Company would be obligated to pay Naxyris a borrowing fee equal to $0.3 million (or the Borrowing Fee). The Borrowing Fee would not be due if the Company does not elect to draw the Naxyris Note under the facility. The Naxyris Note, including the Borrowing Fee and any accrued interest, would be convertible, at Naxyris’ election, into the Company’s common stock any time after the Maturity Date, at a conversion price per share equal to $2.35, the last consolidated closing bid price of the Company’s common stock on NASDAQ prior to the Company’s entry into the Naxyris SPA, subject to adjustment based on proportional adjustments to outstanding common stock and certain dividends and distributions. The Naxyris Note includes standard covenants and events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, and breaches of the covenants in the Naxyris SPA and Naxyris Note. The Naxyris SPA also requires the Company, at or prior to any closing thereunder, to enter into an Amendment No. 6 to the Amended and Restated Investors’ Rights Agreement (or the Rights Agreement Amendment and the underlying agreement, as amended, the Rights Agreement), and, under the Naxyris Note, unless waived by Naxyris, the Company agreed to use its commercially reasonable efforts to register the common stock issuable upon conversion of the Naxyris Note in accordance with the Rights Agreement if the Naxyris Note is not repaid by the Maturity Date. Under the Rights Agreement, certain holders of the Company’s outstanding securities can request the filing of a registration statement under the Securities Act of 1933 or (the Act), as amended (or the Act), covering the shares of common stock held by (or issued upon conversion of other Company securities, including the Naxyris Note, the requesting holders. Further, under the Rights Agreement, the Company’s stockholders with registration rights under the Rights Agreement have the right to include their shares of the Company’s common stock in the registration statement. The Rights Agreement Amendment would extend such rights under the Rights Agreement to the common stock issuable upon conversion of the Naxyris Note. the Company registers securities for public sale, if The proposed sale and issuance of the Naxyris Note is intended to be exempt from registration under the Act in reliance on Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. March 2015 Amendment of Hercules Loan Facility On March 31, 2015, the Company and Hercules Technology Growth Capital, Inc. (or Hercules), as agent and lender entered into a second amendment (or the Second Amendment) of that certain Loan and Security Agreement entered into on March 29, 2014 (or the Original Hercules Agreement), as first amended (or the First Amendment) on June 12, 2014 (or the Original Hercules Agreement, as amended by the First Amendment and the Second Amendment, the Hercules Loan Facility). The Original Hercules Agreement and the First Amendment are described in more detail in Note 5, “Debt”. Pursuant to the Original Hercules Agreement and the First Amendment, Hercules provided a loan facility in the aggregate principal amount of up to $30.0 million to the Company, and the Company has borrowed the full amount available as of December 31, 2014. Pursuant to the Second Amendment, the parties agreed to, among other things, establish an additional credit facility in the principal amount of up to $15.0 million, which would be available to be drawn by the Company at its sole election (in increments of $5.0 million) through the earlier of March 31, 2016 or such time as the Company raises an aggregate of at least $20.0 million through the sale of new equity security, subject to certain conditions, including the receipt of third party consents and a requirement to first make certain draw-downs under an equity line of credit that the Company previously secured (to the extent the Company is permitted to do so under the terms thereof). Commencing with the quarter in which the Company borrows any amounts under this additional facility, the Company becomes subject to a covenant to achieve certain amounts of product revenue. Under the terms of the Second Amendment, the Company agreed to pay Hercules a 3.0% facility availability fee on April 1, 2015. If the facility is not canceled, and any outstanding borrowings repaid, before June 30, 2015, an additional 5.0% facility fee becomes payable 141 on June 30, 2015. The Company has the ability to cancel the additional facility at any time prior to June 30, 2015 at its own option, and the additional facility would terminate upon the Company securing a new equity financing of at least $20.0 million. Any amounts drawn under the Second Amendment would accrue interest at a rate per annum equal to the greater of either the prime rate reported in the Wall Street Journal plus 6.25% or 9.5% and would be payable on a monthly basis. Additionally, the Company would be required to pay an end of term charge of 10.0% of any amounts drawn under the facility. Any amounts drawn under the Second Amendment would be secured by the same liens provided for in including a lien on certain Company the Original Hercules Agreement and the First Amendment, intellectual property. SUPPLEMENTARY FINANCIAL DATA Selected Quarterly Financial Data (unaudited) The following table presents selected unaudited consolidated financial data for each of the eight quarters in the two-year periods ended December 31, 2014. In the Company’s opinion, this unaudited information has been prepared on the same basis as the audited information and includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of the financial information for the periods presented. Net income (loss) per share — basic and diluted, for the four quarters of each fiscal year may not sum to the total for the fiscal year because of the different number of shares outstanding during each period. Year Ended December 31, 2014 Total revenues . . . . . . . . . . . . . . . . . . . . . . Product sales . . . . . . . . . . . . . . . . . . . . . . . Gross profit (loss) from product sales . . . . . . Net income (loss) attributable to common stockholders . . . . . . . . . . . . . . . . . . . . . . Net income (loss) per share: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ $ Shares used in calculation: First Second Third Fourth Quarter (In thousands, except share and per share amounts) 6,041 $ 2,845 $ (3,391) $ 9,307 $ 4,410 $ (3,101) $ 16,341 11,480 1,334 $ $ $ 11,585 4,704 (4,605) 16,385 $ (35,479) $ (36,641) $ 58,021 $ 0.21 (0.34) $ (0.45) $ (0.45) $ (0.46) $ (0.46) 0.73 (0.21) Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . 76,830,388 117,097,976 78,604,692 78,604,692 78,980,402 78,980,402 79,148,281 146,804,047 Year Ended December 31, 2013 Total revenues . . . . . . . . . . . . . . . . . . . . . . Product sales . . . . . . . . . . . . . . . . . . . . . . . Gross loss from product sales . . . . . . . . . . . . Net loss attributable to common stockholders Net loss per share – basic and diluted . . . . . . Shares used in calculation – basic and diluted $ $ $ $ $ $ 7,869 $ 2,983 (5,977) $ (32,614) $ (0.44) $ $ 10,849 $ 4,185 (4,668) $ (38,876) $ (0.51) $ $ 7,004 $ 4,144 (4,184) $ (24,199) $ (0.32) $ 73,306,860 75,959,228 76,205,853 15,397 4,496 (7,616) (139,422) (1.83) 76,377,574 142 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our CEO and CFO concluded that, as of December 31, 2014, our disclosure controls and procedures are designed 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 SEC’s rules and forms, 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. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, and effected by our Board of Directors, management and other personnel, 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 and includes those policies and procedures that: • • • Pertain to the maintenance of records that accurately and fairly reflect in reasonable detail the transactions and dispositions of the assets of our company; Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and Provide reasonable assurances regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material adverse effect on our financial statements. Our management assessed our internal control over financial reporting as of December 31, 2014, the end of our fiscal year. Management based its assessment on criteria established in “Internal Control-Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment of our internal control over financial reporting, management concluded that, as of December 31, 2014, our internal control over financial reporting was effective. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein. Internal control over financial reporting has inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. 143 Changes in Internal Control over Financial Reporting 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 our fourth fiscal quarter ended December 31, 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION Not applicable. 144 PART III Certain information required by Part III is omitted from this Annual Report on Form 10-K and is incorporated herein by reference from our definitive proxy statement, relating to our 2014 annual meeting of stockholders, pursuant to Regulation 14A of the Exchange Act, also referred to in this Form 10-K as our 2015 Proxy Statement, which we expect to file with the SEC no later than April 30, 2015. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information appearing in our 2015 Proxy Statement under the following headings is incorporated herein by reference: • • • Proposal 1 — Election of Directors Corporate Governance Section 16(a) Beneficial Ownership Reporting Compliance The information under the heading “Executive Officers of the Registrant” in Item 1(a) of this Annual Report on Form 10-K is also incorporated by reference in this section. We have adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees of Amyris as required by NASDAQ governance rules and as defined by applicable SEC rules. Our Code of Business Conduct and Ethics includes a section entitled “Code of Ethics for Chief Executive Officer and Senior Financial Officers,” providing additional principles for ethical leadership and a requirement that such individuals foster a culture throughout Amyris that helps ensure the fair and timely reporting of our financial results and condition. Our Code of Business Conduct and Ethics is available on the corporate governance section of our website at “http://investors.amyris.com/governance.cfm.” Stockholders may also obtain a print copy of our Code of Business Conduct and Ethics and our Corporate Governance Guidelines by writing to the Secretary of Amyris at 5885 Hollis Street, Suite 100, Emeryville, California 94608. If we make any substantive amendments to our Code of Business Conduct and Ethics or grant any waiver from a provision of the Internal Revenue Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on the corporate governance section of our website at “http://investors.amyris.com/governance.cfm.” ITEM 11. EXECUTIVE COMPENSATION The information appearing in our 2015 Proxy Statement under the following headings is incorporated herein by reference: • • • Executive Compensation Director Compensation Compensation Committee Interlocks and Insider Participation ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information appearing in our 2015 Proxy Statement under the following headings is incorporated herein by reference: • • Security Ownership of Certain Beneficial Owners and Management Equity Compensation Plan Information 145 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information appearing in our 2015 Proxy Statement under the following headings is incorporated herein by reference: • • • Transactions with Related Persons Proposal 1 — Election of Directors — Independence of Directors Proposal 1 — Election of Directors — Committees of the Board ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information appearing in our 2015 Proxy Statement under the proposal entitled “Ratification of Appointment of Independent Registered Public Accounting Firm” is incorporated herein by reference. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report on Form 10-K: (1) Financial Statements. Reference is made to the Index to the registrant’s Financial Statements under Item 8 in Part II of this Form 10-K. (2) Financial Statement Schedules. The following consolidated financial statement schedule of the registrant is filed as part of this report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements of Amyris, Inc. 146 SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2014, 2013 and 2012 (in thousands) Balance at Beginning of Period Additions Write-off/ Adjustments Deferred Tax Assets Valuation Allowance: Year ended December 31, 2014 . . . . . . . . . . . . . . . . . . . . $284,021 $28,302 Year ended December 31, 2013 . . . . . . . . . . . . . . . . . . . . $236,288 $47,733 Year ended December 31, 2012 . . . . . . . . . . . . . . . . . . . . $156,765 $79,523 $ — $ — $ — Balance at Beginning of Period Additions Write-off/ Adjustments Balance at End of Period $312,323 $284,021 $236,288 Balance at End of Period Allowance for Doubtful Accounts: Year ended December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . Year ended December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . Year ended December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . $479 $481 $245 $236 $— $ (2) $— $479 $479 $481 Schedules not listed above are omitted because they are not required, they are not applicable or the information is already included in the consolidated financial statements or notes thereto. (3) Exhibits. Reference is made to the exhibits listed in the index to exhibits in Item 15(b) below. 147 (b) Exhibits. The following table lists the exhibits filed as part of this report on Form 10-K. In some cases, these exhibits are incorporated into this report by reference to exhibits to our other filings with the Securities and Exchange Commission. Where an exhibit is incorporated by reference, we have noted the type of form filed with the Securities and Exchange Commission, the file number of that form, the date of the filing, and the number of the exhibit referenced in that filing. Exhibit No. Description 3.01 Restated Certificate of Incorporation 3.02 Certificate of Amendment dated May 12, 2014 to Restated Certificate of Incorporation 3.03 Restated Bylaws 4.01 Form of Stock Certificate 4.02 Amended and Restated Investors’ Rights Agreement, dated June 21, 2010, among registrant and its security holders listed therein 4.03 First Amendment to Amended and Restated Investors’ Rights Agreement, dated February 23, 2012, among registrant and registrant’s security holders listed therein 4.04 Amendment No. 2 to Amended and Restated Investors’ Rights Agreement, dated December 24, 2012, among registrant and registrant’s security holders listed therein Form 10-Q 10-Q 10-Q S-1 S-1 Previously Filed File No. 001-34885 001-34887 Filing Date November 10, 2010 August 8, 2014 Exhibit 3.01 3.02 Filed Herewith 001-34885 333-166135 333-166135 November 10, 2010 July 6, 2010 June 23, 2010 3.02 4.01 4.02 S-3 333-180005 March 9, 2012 4.06 10-K 001-34885 March 28, 2013 4.04 4.05 Amendment No. 3 to Amended and 10-Q 001-34885 June 9, 2013 4.02 Restated Investors’ Rights Agreement, dated March 27, 2013, among registrant and registrant’s security holders listed therein 4.06 Amendment No. 4 to Amended and Restated Investors’ Rights Agreement, dated October 16, 2013, among registrant and registrant’s security holders listed therein 4.07 Amendment No. 5 to Amended and Restated Investors’ Rights Agreement, dated December 24, 2013, among registrant and registrant’s security holders listed therein 10-K 001-34885 April 2, 2014 4.06 10-K 001-34885 April 2, 2014 4.07 4.08 Warrant to Purchase Stock, dated 10-K 001-34885 February 28, 2012 4.07 December 23, 2011, issued to ATEL Ventures, Inc. 4.09d Warrant to Purchase Stock, Dated 10-K 001-34885 April 2, 2014 4.09 October 16, 2013, issued to Maxwell (Mauritius) Pte Ltd. 148 Exhibit No. Description 4.10 Side Letter, dated June 21, 2010, between registrant and Total Gas & Power USA, SAS Previously Filed Form S-1 File No. Filing Date 333-166135 June 23, 2010 Exhibit 4.19 Filed Herewith 4.11 Agreement, dated February 23, 2012, 10-Q 001-34885 May 9, 2012 4.02 among registrant, Maxwell (Mauritius) Pte Ltd, Naxyris SA, Biolding Investment SA and Sualk Capital Ltd. 4.12 Securities Purchase Agreement, dated February 24, 2012, among registrant and certain investment funds affiliated with Fidelity Investments Institutional Services Company, Inc. listed therein (each, a Fidelity Purchaser) S-3 333-180005 March 9, 2012 4.02 4.13 Form of Unsecured Senior S-3 333-180005 March 9, 2012 4.03 Convertible Promissory Note issued by registrant to the Fidelity Purchasers in the amounts set forth next to each Fidelity Purchaser’s name on Schedule I of Exhibit 4.12 hereof 4.14 Registration Rights Agreement, dated S-3 333-180005 March 9, 2012 4.04 February 27, 2012, among registrant and the Fidelity Purchasers 4.15a Form of Common Stock Purchase Agreement among registrant and certain investors 4.16 Securities Purchase Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS 4.17b 1.5% Senior Unsecured Convertible Notes, dated July 30, 2012, September 14, 2012 and December 24, 2012, respectively, issued by registrant to Total Gas & Power USA, SAS 4.18 Registration Rights Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS 4.19d Securities Purchase Agreement, dated December 24, 2012, between registrant and certain investors listed therein 4.20d Follow-On Investment Agreement, dated December 24, 2012, between registrant and Biolding Investment SA 10-Q 001-34885 August 8, 2012 4.01 10-Q 001-34885 November 9, 2012 4.01 10-Q 001-34885 November 9, 2012 4.02 10-Q 001-34885 November 9, 2012 4.03 10-K 001-34885 March 28, 2013 4.16 10-K 001-34885 March 28, 2013 4.17 4.21 Securities Purchase Agreement, dated 10-Q 001-34885 June 9, 2013 4.01 March 27, 2013, between registrant and Biolding Investment SA 149 Exhibit No. Description 4.22 1.5% Senior Unsecured Convertible Note, dated June 6, 2013, issued by registrant to Total Energies Nouvelles Activités USA (f.k.a. Total Gas & Power USA, SAS) Previously Filed Form 10-Q File No. 001-34885 Filing Date August 9, 2013 Exhibit 4.01 Filed Herewith 4.23 Securities Purchase Agreement, dated 10-Q 001-34885 November 5, 2013 4.01 August 8, 2013, between registrant, Maxwell (Mauritius) Pte Ltd and Total Energies Nouvelles Activités USA (f.k.a Total Gas & Power USA, SAS) 4.24d Amendment No. 1 dated October 16, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein 4.25 Tranche I Note Amendment and Amendment No. 2 dated December 24, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein 10-K 001-34885 April 2, 2014 4.24 10-K 001-34885 April 2, 2014 4.25 4.26 Securities Purchase Agreement, dated 10-Q 001-34885 May 9, 2014 4.01 March 28, 2014 between registrant and Kuraray Co. Ltd. 4.27 Loan and Security Agreement, dated 10-Q 001-34885 May 9, 2014 4.02 March 29, 2014 between registrant and Hercules Technology Growth Capital, Inc. 4.28 First Amendment dated June 12, 2014, to Loan and Security Agreement dated March 29, 2014 between registrant and Hercules Technology Growth Capital, Inc. 10-Q 001-34885 August 8, 2014 4.06 4.29 Letter Agreement, dated March 29, 10-Q 001-34885 May 9, 2014 4.03 2014 between registrant and Total Energies Nouvelles Activités USA 4.30 5% Unsecured Convertible Note dated October 13, 2013 issued to Total Energies Nouvelles Activités USA 4.31 1.5% Unsecured Convertible Note dated December 2, 2013 issued to Total Energies Nouvelles Activités USA 10-Q 001-34885 May 9, 2014 4.04 10-Q 001-34885 May 9, 2014 4.05 4.32 10% Unsecured Convertible Note 10-Q 001-34885 May 9, 2014 4.06 dated January 15, 2014 issued to Total Energies Nouvelles Activités USA 150 Exhibit No. 4.33d Amended and Restated Letter Description Previously Filed Form 10-Q File No. 001-34885 Filing Date August 8, 2014 Exhibit 4.01 Filed Herewith Agreement re: Certain Registration Rights dated May 8, 2014 between registrant and the purchasers listed therein 4.34 6.5% Convertible Senior Note due 2019 dated May 29, 2014 issued by registrant to Morgan Stanley & Co. LLC 4.35c 6.5% Convertible Senior Note due 2019 dated May 29, 2014 issued by registrant to Maxwell (Mauritius) Pte Ltd. 4.36d 1.5% Unsecured Convertible Note dated May 29, 2014 issued by registrant to Total Energies Nouvelles Activités USA 10-Q 001-34885 August 8, 2014 4.02 10-Q 001-34885 August 8, 2014 4.03 10-Q 001-34885 August 8, 2014 4.04 4.37 Indenture dated May 29, 2014 8-K 001-34885 May 29, 2014 4.01 between registrant and Wells Fargo Bank, National Association, as Trustee 4.38d 1.5% Senior Secured Convertible 10-Q 001-34885 November 7, 2014 4.01 Note due 2017 dated July 31, 2014 issued by registrant to Total Energies Nouvelles Activités USA 10.01g Form of Indemnity Agreement between registrant and its directors and officers 10.02d Technology Investment Agreement, dated June 11, 2012, between registrant and The Defense Advanced Research Projects Agency (DARPA) 10.03e Modification No. 13 dated October 10, 2014 to Technology Investment Agreement between registrant and The Defense Advanced Research Project Agency (DARPA) 10.04 Modification No. 14 dated November 25, 2014 to Technology Investment Agreement between registrant and The Defense Advanced Research Project Agency (DARPA) 10.05df Agreement for Credit Opening, dated November 16, 2011, between Amyris Brasil Ltda. and Banco Nacional de Desenvolvimento Econômico e Social - BNDES S-1 333-166135 June 23, 2010 10.01 10-Q 001-34885 August 8, 2012 10.08 X X 10-K 001-34885 February 28, 2012 10.11 151 Exhibit No. Description 10.06d Corporate Guarantee, dated Previously Filed Form 10-K File No. Filing Date 001-34885 February 28, 2012 Exhibit 10.12 Filed Herewith November 28, 2011, issued by registrant to Banco Nacional de Desenvolvimento Econômico e Social - BNDES 10.07f Bank Credit Agreement, dated 10-K 001-34885 February 28, 2012 10.13 December 21, 2011, between Amyris Brasil Ltda. and Banco Pine S.A. 10.08f Addendum to the Banking Credit Form, dated February 17, 2012, between Amyris Brasil Ltda. and Banco Pine S.A. 10-Q 001-34885 May 9, 2012 10.02 10.09f Addendum to the Banking Credit 10-Q 001-34885 August 8, 2012 10.02 Form, dated May 17, 2012, between Amyris Brasil Ltda. and Banco Pine S.A. 10.10f Note of Bank Credit, dated June 21, 10-Q 001-34885 August 8, 2012 10.03 2012, between Amyris Brasil Ltda. and Banco Pine S.A. 10.11df Global Derivatives Contract (swap 10-Q 001-34885 August 8, 2012 10.04 agreement), dated June 15, 2012, between Amyris Brasil Ltda. and Banco Pine S.A. 10.12df Note of Bank Credit, dated July 13, 2012, between Amyris Brasil Ltda. and Nossa Caixa Desenvolvimento 10.13df Note of Bank Credit, dated July 13, 2012, between Amyris Brasil Ltda. and Banco Pine S.A. 10.14f Fiduciary Conveyance of Movable Goods Agreement, dated July 13, 2012, among Amyris Brasil Ltda., Nossa Caixa Desenvolvimento and Banco Pine S.A. 10-Q 001-34885 November 9, 2012 10.01 10-Q 001-34885 November 9, 2012 10.02 10-Q 001-34885 November 9, 2012 10.03 10.15 Corporate Guarantee, dated July 13, 10-Q 001-34885 November 9, 2012 10.04 2012, issued by registrant to Nossa Caixa Desenvolvimento 10.16 Corporate Guarantee, dated July 13, 10-Q 001-34885 November 9, 2012 10.05 10.17d 2012, issued by registrant to Banco Pine S.A. Joint Venture Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A. 10.18d First Amendment dated January 27, 2014 to the Joint Venture Agreement dated April 14, 2010, among Registrant, Amyris Brasil, Ltda, and Usina São Martinho S.A. S-1 333-166135 August 31, 2010 10.14 10-Q 001-34885 May 9, 2014 10.01 152 Exhibit No. Description 10.19d Shareholders’ Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A. 10.20d Articles of Association of Total Amyris BioSolutions B.V. 10.21d Shareholders Agreement dated December 2, 2013 10.22d License Agreement dated December 2, 2013 between registrant and Total Amyris BioSolutions B.V. 10.23d Pledge of Shares dated December 2, 2013 among registrant, Total Energies Nouvelles Activités USA and Total Amyris BioSolutions B.V. 10.24d Escrow Agreement dated December 2, 2013 among registrant, Total Energies Nouvelles Activités USA and Stichting Total Amyris BioSolutions Previously Filed Form S-1 File No. Filing Date 333-166135 May 25, 2010 Exhibit 10.17 Filed Herewith 10-K 001-34885 April 2, 2014 10-K 001-34885 April 2, 2014 10-K 001-34885 April 2, 2014 10.22 10.23 10.24 10-K 001-34885 April 2, 2014 10.25 10-K 001-34885 April 2, 2014 10.26 10.25d 1.5% Senior Secured Convertible 10-K 001-34885 April 2, 2014 10.27 Note dated December 2, 2013 issued by registrant to Total Energies Nouvelles Activités USA 10.26 Letter Agreement re: Waiver of Debt Covenants dated December 24, 2013 between registrant and Total Energies Nouvelles Activités USA 10.27d Amended and Restated Master Framework Agreement, dated December 2, 2013, between Amyris and Total Gas & Power USA, SAS 10-K 001-34885 April 2, 2014 10.28 10-K 001-34885 April 2, 2014 10.29 10.28 Letter Agreement dated December 2, 10-K 001-34885 April 2, 2014 10.30 2013 relating to the Senior Secured Convertible Notes and the 1.5% Senior Unsecured Convertible Notes due 2017 between the registrant and Total Energies Nouvelles Activités USA 10.29 Letter Agreement dated October 4, 10-K 001-34885 April 2, 2014 10.31 2013 between registrant and Total Energies Nouvelles Activités USA 10.30 Amendment dated December 1, 2013 to Letter Agreement dated October 4, 2013 between registrant and Total Energies Nouvelles Activités USA 10-K 001-34885 April 2, 2014 10.32 153 Exhibit No. Description 10.31 Securities Purchase Agreement, dated August 8, 2013, between registrant, Maxwell (Mauritius) Pte Ltd and Total Energies Nouvelles Activités USA (f.k.a. Total Gas & Power USA, SAS) 10.32 Amendment No. 1 dated October 16, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein 10.33 Tranche I Note Amendment and Amendment No. 2 dated December 24, 2013, to the Securities Purchase Agreement dated August 8, 2013, between registrant and other parties therein 10.34 Voting Agreement, dated August 8, 2013, among registrant and registrant’s security holders named therein 10.35 Securities Purchase Agreement, dated September 20, 2013, between registrant and Naxyris S.A. 10.36c Technology License, Development, Research and Collaboration Agreement, dated June 21, 2010, between registrant and Total Gas & Power USA Biotech, Inc. Previously Filed Form 10-Q File No. Filing Date 001-34885 November 5, 2013 Exhibit 4.01 Filed Herewith 10-K 001-34885 April 2, 2014 4.24 10-K 001-34885 April 2, 2014 4.25 10-Q 001-34885 November 5, 2013 4.02 10-Q 001-34885 November 5, 2013 4.03 S-1 333-16135 September 20, 2010 10.46 10.37 Letter agreement, dated January 11, 10-Q 001-34885 May 11, 2011 10.01 2011, between registrant and Total Gas & Power USA Biotech, Inc. 10.38d First Amendment to Technology License, Development, Research and Collaboration Agreement, dated November 23, 2011, between Amyris and Total Gas & Power USA SAS 10.39d Master Framework Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS 10-K/A 001-34885 May 2, 2012 10.19 10-Q 001-34885 November 9, 2012 10.06 10.40d Second Amendment to the 10-Q 001-34885 November 9, 2012 10.07 Technology License, Development, Research and Collaboration Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS 154 Exhibit No. 10.41d Description Joint Venture Implementation Agreement dated June 3, 2011 among Amyris, Inc., Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Cosan S.A. Indústria e Comércio Previously Filed Form 10-Q File No. 001-34885 Filing Date August 11, 2011 Exhibit 10.01 Filed Herewith 10.42d Shareholders’ Agreement, dated 10-Q 001-34885 August 11, 2011 10.02 June 3, 2011, among Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Novvi S.A. 10.43df Agreement for the Supply of 10-Q 001-34885 May 9, 2012 10.06 Sugarcane Juice and Other Utilities, dated March 18, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A. 10.44df Lease Agreement, dated March 18, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A. 10-K 001-34885 March 28, 2013 10.37 10.45df Addendum to Lease Agreement, 10-K 001-34885 March 28, 2013 10.38 dated April 28, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A. 10.46 Lease, dated August 22, 2007, S-1 333-166135 April 16, 2010 10.17 between registrant and ES East Associates, LLC 10.47 First Amendment, dated March 10, S-1 333-166135 April 16, 2010 10.18 2008, to Lease between registrant and ES East Associates, LLC 10.48 Second Amendment, dated April 25, 2008, to Lease between registrant and ES East Associates, LLC 10.49 Third Amendment, dated July 31, 2008, to Lease between registrant and ES East Associates, LLC S-1 333-166135 April 16, 2010 10.19 S-1 333-166135 April 16, 2010 10.20 10.50 Fourth Amendment, dated S-1 333-166135 April 16, 2010 10.21 November 14, 2009, to Lease between registrant and ES East Associates, LLC 10.51 Fifth Amendment, dated October 15, 2010, to Lease between registrant and ES East, LLC 10-K 001-34885 March 14, 2011 10.17 10.52 Sixth Amendment, dated April 30, 10-Q 001-34885 August 9, 2013 10.02 2013, to Lease between registrant and ES East, LLC (as successor-in-interest to ES East Associates, LLC) 10.53 Lease dated April 25, 2008 between S-1 333-166135 April 16, 2010 10.22 registrant and EmeryStation Triangle, LLC 155 Exhibit No. Description 10.54 Letter, dated April 25, 2008, amending Lease between registrant and EmeryStation Triangle, LLC Previously Filed Form S-1 File No. Filing Date 333-166135 April 16, 2010 Exhibit 10.23 Filed Herewith 10.55 Second Amendment, dated S-1 333-166135 April 16, 2010 10.24 February 5, 2010, to Lease between registrant and EmeryStation Triangle, LLC 10.56 Third Amendment, dated May 1, 10-Q 001-34885 August 9, 2013 10.03 2013, to Lease between registrant and EmeryStation Triangle, LLC 10.57 Pilot Plant Expansion Right Letter dated December 22, 2008 between registrant and EmeryStation Triangle, LLC 10.58 Lease Agreement, dated August 10, 2011, between Amyris Brasil Ltda. and Techno Park Empreendimentos e Administração Imobiliária Ltda. S-1 333-166135 April 16, 2010 10.25 10-K 001-34885 February 28, 2012 10.32 10.59 First Amendment to Lease 10-Q 001-34885 November 5, 2013 10.01 Agreement, dated July 31, 2013, between Amyris Brasil Ltda. and Techno Park Empreendimentos e Administração Imobiliária 10.60 Private Instrument of S-1 333-166135 April 16, 2010 10.26 Non-Residential Real Estate Lease Agreement, dated March 31, 2008, as amended, between Lucio Tomasiello and Amyris Brasil S.A. 10.61df Third Amendment to the Private Instrument of Non Residential Real Estate Lease Agreement, dated October 1, 2012, between Lucio Tomasiello and Amyris Brasil Ltda. 10.62g Offer Letter dated September 27, 2006 between registrant and John Melo 10.63g Amendment, dated December 18, 2008, between registrant and John Melo 10.64g Offer letter, dated January 17, 2008, between registrant and Paulo Diniz 10-K 001-34885 March 28, 2013 10.51 S-1 333-16135 April 16, 2010 10.27 S-1 333-16135 April 16, 2010 10.28 S-1 333-16135 April 16, 2010 10.31 10.65eg Consulting Agreement dated 10-Q 001-34885 August 8, 2014 10.05 December 6, 2013, between registrant and Steven R. Mills 10.66g Offer letter, dated September 30, 2008, between registrant and Joel Cherry S-1 333-16135 April 16, 2010 10.29 10.67dgi Offer letter, dated February 6, 2013 10-Q 001-34885 May 9, 2014 10.03 between registrant and Susanna McFerson 156 Description Exhibit No. 10.68g Offer letter, dated October 23, 2014 between registrant and Raffi Asadorian Form File No. Filing Date Exhibit Previously Filed Filed Herewith X 10.69g 2005 Stock Option/Stock Issuance 10-Q 001-34885 November 9, 2011 10.02 Plan 10.70g Form of Notice of Grant of Stock S-1 333-16135 April 16, 2010 10.38 Option under registrant’s 2005 Stock Option/Stock Issuance Plan 10.71g Form of Notice of Grant of Stock Option (non-Exempt) under registrant’s 2005 Stock Option/Stock Issuance Plan 10.72g Form of Notice of Grant of Stock Option (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan 10.73g Form of Stock Option Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan 10.74g Form of Stock Option Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan 10.75g Form of Stock Purchase Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan 10.76g Form of Stock Purchase Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan S-1 333-16135 April 16, 2010 10.39 S-1 333-16135 April 16, 2010 10.40 S-1 333-16135 April 16, 2010 10.41 S-1 333-16135 April 16, 2010 10.42 S-1 333-16135 April 16, 2010 10.43 S-1 333-16135 April 16, 2010 10.44 10.77g 2010 Equity Incentive Plan and forms S-1 333-16135 June 23, 2010 10.46 of award agreements thereunder 10.78g 2010 Employee Stock Purchase Plan S-1 333-16135 September 20, 2010 10.45 and forms of award agreements thereunder 10.79 Master Collaboration Agreement, 10-Q 001-34885 June 9, 2013 10.02 dated March 13, 2013, between registrant and Firmenich SA 10.80 Letter agreement, dated March 24, 2013, between registrant and Total Gas & Power USA, SAS 10.81 Amended and Restated Operating Agreement, dated March 26, 2013, among registrant, Cosan US, Inc. and Novvi LLC 10.82 IP License Agreement, dated as of March 26, 2013, between registrant and Novvi LLC 10.83gi Amyris, Inc. Executive Severance Plan, effective November 6, 2013 10-Q 001-34885 June 9, 2013 10.03 10-Q 001-34885 June 9, 2013 10.04 10-Q 001-34885 June 9, 2013 10.06 10-K 001-34885 April 2, 2014 10.92 10.93 10.84gh Compensation arrangements between 10-K 001-34885 April 2, 2014 registrant and its non-employee directors 157 Previously Filed Form 10-K File No. 001-34885 Filing Date April 2, 2014 Exhibit 10.94 Filed Herewith 10-Q 001-34885 August 8, 2014 10.03 10-Q 001-34885 August 8, 2014 10.04 X X X X X X X X X X Exhibit No. Description 10.85gi Compensation arrangements between registrant and its executive officers 10.86d Pilot Plant Sublease dated April 4, 2014 between registrant and Total New Energies USA, Inc. 10.87d Pilot Plant Services Agreement dated April 4, 2014 between registrant and Total New Energies USA, Inc. 21.01 List of subsidiaries 23.01 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm 23.02 Consent of Independent Auditors, Pannell Kerr Forster of Texas, P.C. 24.01 Power of Attorney (see signature page to this Form 10-K) 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 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 32.01j 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 32.02j 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 99.1 Novvi LLC Financial Statements December 31, 2014 101k The following materials from registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated 158 Exhibit No. Description Form File No. Filing Date Exhibit Previously Filed Filed Herewith Statements of Convertible Preferred Stock, Redeemable Noncontrolling Interest and Equity (Deficit); (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements a Substantially identical Common Stock Purchase Agreements, each dated May 18, 2012, were entered into with five separate investors. Registrant has filed the form of such Common Stock Purchase Agreements, which is substantially identical in all material respects to all of such Common Stock Purchase Agreements, except as to the parties thereto and the number of shares. b Registrant issued substantially identical 1.5% Senior Unsecured Convertible Notes (or the Notes) to Total Gas & Power USA, SAS on separate dates. Registrant has filed the first of the Notes (number R-1), and has included, with such exhibit, a schedule (updated Schedule A to Exhibit 4.02 of registrant’s Form 10-Q filed November 9, 2012) identifying each of the Notes and setting forth the material details in which the other Note(s) differ from the filed Note (i.e., the dates of issuance and the amounts of the Notes). c d e f Registrant issued substantially identical 6.5% Senior Convertible Notes due 2019 (the “6.5% Notes”) to Maxwell (Mauritius) Pte Ltd. (“Temasek”), Total Energies Nouvelles Activités USA, and Foris Ventures, LLC on May 29, 2014. Registrant has filed the 6.5% Note issued to Temasek, and has included, with Exhibit 4.35, a schedule (Schedule A to Exhibit 4.03 of registrant’s Form 10-Q filed August 8, 2014) identifying each of the 6.5% Notes and setting forth the material details in which the other 6.5% Notes differ from the filed 6.5% Note (i.e., the note number, the purchasers, and the amounts of the 6.5% Notes). Portions of Exchange Commission, have been omitted. this exhibit, which have been granted confidential treatment by the Securities and Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment. Translation to English from Portuguese or Dutch, as applicable, in accordance with Rule 12b-12(d) of the regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (or the Exchange Act). g Indicates management contract or compensatory plan or arrangement. h Description contained under the heading “Director Compensation” in registrant’s definitive proxy materials filed with the Securities and Exchange Commission on April 14, 2014 is incorporated herein by reference. i j k Description contained under the heading “Executive Compensation” in registrant’s definitive proxy materials filed with the Securities and Exchange Commission on April 14, 2014 is incorporated herein by reference. 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. Pursuant to applicable securities laws and regulations, registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the 159 submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections. (c) Financial statements and schedules. Reference is made to Item 15(a) above. 160 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Emeryville, County of Alameda, State of California on March 31, 2015. Dated: March 31, 2015 Amyris, Inc. /s/ JOHN G. MELO John G. Melo President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Melo and Raffi Asadorian as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 161 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature /s/ JOHN MELO John Melo /s/ RAFFI ASADORIAN Raffi Asadorian /s/ KAREN WEAVER Karen Weaver /s/ PHILIPPE BOISSEAU Philippe Boisseau /s/ NAM-HAI CHUA Nam-Hai Chua /s/ JOHN DOERR John Doerr /s/ GEOFFREY DUYK Geoffrey Duyk /s/ CAROLE PIWNICA Carole Piwnica /s/ FERNANDO REINACH Fernando Reinach /s/ HH SHEIKH ABDULLAH BIN KHALIFA AL THANI HH Sheikh Abdullah bin Khalifa Al Thani /s/ R. NEIL WILLIAMS R. Neil Williams /s/ PATRICK YANG Patrick Yang Title Date Director, President and Chief Executive Officer (Principal Executive Officer) March 31, 2015 Chief Financial Officer (Principal Financial Officer) March 31, 2015 Vice President Finance (Principal Accounting Officer) March 31, 2015 Director March 12, 2015 Director March 12, 2015 Director March 11, 2015 Director March 9, 2015 Director March 11, 2015 Director March 10, 2015 Director March 31, 2015 Director March 9, 2015 Director March 9, 2015 162 EXHIBIT INDEX Form 10-Q 10-Q 10-Q S-1 S-1 Previously Filed File No. 001-34885 001-34887 Filing Date November 10, 2010 August 8, 2014 Exhibit 3.01 3.02 Filed Herewith 001-34885 333-166135 333-166135 November 10, 2010 July 6, 2010 June 23, 2010 3.02 4.01 4.02 S-3 333-180005 March 9, 2012 4.06 10-K 001-34885 March 28, 2013 4.04 Exhibit No. Description 3.01 Restated Certificate of Incorporation 3.02 Certificate of Amendment dated May 12, 2014 to Restated Certificate of Incorporation 3.03 Restated Bylaws 4.01 Form of Stock Certificate 4.02 Amended and Restated Investors’ Rights Agreement, dated June 21, 2010, among registrant and its security holders listed therein 4.03 First Amendment to Amended and Restated Investors’ Rights Agreement, dated February 23, 2012, among registrant and registrant’s security holders listed therein 4.04 Amendment No. 2 to Amended and Restated Investors’ Rights Agreement, dated December 24, 2012, among registrant and registrant’s security holders listed therein 4.05 Amendment No. 3 to Amended and 10-Q 001-34885 June 9, 2013 4.02 Restated Investors’ Rights Agreement, dated March 27, 2013, among registrant and registrant’s security holders listed therein 4.06 Amendment No. 4 to Amended and Restated Investors’ Rights Agreement, dated October 16, 2013, among registrant and registrant’s security holders listed therein 4.07 Amendment No. 5 to Amended and Restated Investors’ Rights Agreement, dated December 24, 2013, among registrant and registrant’s security holders listed therein 10-K 001-34885 April 2, 2014 4.06 10-K 001-34885 April 2, 2014 4.07 4.08 Warrant to Purchase Stock, dated 10-K 001-34885 February 28, 2012 4.07 December 23, 2011, issued to ATEL Ventures, Inc. 4.09d Warrant to Purchase Stock, Dated 10-K 001-34885 April 2, 2014 4.09 October 16, 2013, issued to Maxwell (Mauritius) Pte Ltd. 4.10 Side Letter, dated June 21, 2010, S-1 333-166135 June 23, 2010 4.19 between registrant and Total Gas & Power USA, SAS 163 Previously Filed Form 10-Q File No. 001-34885 Filing Date May 9, 2012 Exhibit 4.02 Filed Herewith S-3 333-180005 March 9, 2012 4.02 Exhibit No. Description 4.11 Agreement, dated February 23, 2012, among registrant, Maxwell (Mauritius) Pte Ltd, Naxyris SA, Biolding Investment SA and Sualk Capital Ltd. 4.12 Securities Purchase Agreement, dated February 24, 2012, among registrant and certain investment funds affiliated with Fidelity Investments Institutional Services Company, Inc. listed therein (each, a Fidelity Purchaser) 4.13 Form of Unsecured Senior S-3 333-180005 March 9, 2012 4.03 Convertible Promissory Note issued by registrant to the Fidelity Purchasers in the amounts set forth next to each Fidelity Purchaser’s name on Schedule I of Exhibit 4.12 hereof 4.14 Registration Rights Agreement, dated S-3 333-180005 March 9, 2012 4.04 February 27, 2012, among registrant and the Fidelity Purchasers 4.15a Form of Common Stock Purchase Agreement among registrant and certain investors 4.16 Securities Purchase Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS 4.17b 1.5% Senior Unsecured Convertible Notes, dated July 30, 2012, September 14, 2012 and December 24, 2012, respectively, issued by registrant to Total Gas & Power USA, SAS 4.18 Registration Rights Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS 4.19d Securities Purchase Agreement, dated December 24, 2012, between registrant and certain investors listed therein 4.20d Follow-On Investment Agreement, dated December 24, 2012, between registrant and Biolding Investment SA 10-Q 001-34885 August 8, 2012 4.01 10-Q 001-34885 November 9, 2012 4.01 10-Q 001-34885 November 9, 2012 4.02 10-Q 001-34885 November 9, 2012 4.03 10-K 001-34885 March 28, 2013 4.16 10-K 001-34885 March 28, 2013 4.17 4.21 Securities Purchase Agreement, dated 10-Q 001-34885 June 9, 2013 4.01 March 27, 2013, between registrant and Biolding Investment SA 4.22 1.5% Senior Unsecured Convertible Note, dated June 6, 2013, issued by registrant to Total Energies Nouvelles Activités USA (f.k.a. Total Gas & Power USA, SAS) 10-Q 001-34885 August 9, 2013 4.01 164 Exhibit No. Description 4.23 Securities Purchase Agreement, dated August 8, 2013, between registrant, Maxwell (Mauritius) Pte Ltd and Total Energies Nouvelles Activités USA (f.k.a Total Gas & Power USA, SAS) 4.24d Amendment No. 1 dated October 16, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein 4.25 Tranche I Note Amendment and Amendment No. 2 dated December 24, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein Previously Filed Form 10-Q File No. Filing Date 001-34885 November 5, 2013 Exhibit 4.01 Filed Herewith 10-K 001-34885 April 2, 2014 4.24 10-K 001-34885 April 2, 2014 4.25 4.26 Securities Purchase Agreement, dated 10-Q 001-34885 May 9, 2014 4.01 March 28, 2014 between registrant and Kuraray Co. Ltd. 4.27 Loan and Security Agreement, dated 10-Q 001-34885 May 9, 2014 4.02 March 29, 2014 between registrant and Hercules Technology Growth Capital, Inc. 4.28 First Amendment dated June 12, 2014, to Loan and Security Agreement dated March 29, 2014 between registrant and Hercules Technology Growth Capital, Inc. 10-Q 001-34885 August 8, 2014 4.06 4.29 Letter Agreement, dated March 29, 10-Q 001-34885 May 9, 2014 4.03 2014 between registrant and Total Energies Nouvelles Activités USA 4.30 5% Unsecured Convertible Note dated October 13, 2013 issued to Total Energies Nouvelles Activités USA 4.31 1.5% Unsecured Convertible Note dated December 2, 2013 issued to Total Energies Nouvelles Activités USA 10-Q 001-34885 May 9, 2014 4.04 10-Q 001-34885 May 9, 2014 4.05 4.32 10% Unsecured Convertible Note 10-Q 001-34885 May 9, 2014 4.06 dated January 15, 2014 issued to Total Energies Nouvelles Activités USA 4.33d Amended and Restated Letter 10-Q 001-34885 August 8, 2014 4.01 Agreement re: Certain Registration Rights dated May 8, 2014 between registrant and the purchasers listed therein 165 Exhibit No. Description 4.34 6.5% Convertible Senior Note due 2019 dated May 29, 2014 issued by registrant to Morgan Stanley & Co. LLC 4.35c 6.5% Convertible Senior Note due 2019 dated May 29, 2014 issued by registrant to Maxwell (Mauritius) Pte Ltd. 4.36d 1.5% Unsecured Convertible Note dated May 29, 2014 issued by registrant to Total Energies Nouvelles Activités USA Previously Filed Form 10-Q File No. 001-34885 Filing Date August 8, 2014 Exhibit 4.02 Filed Herewith 10-Q 001-34885 August 8, 2014 4.03 10-Q 001-34885 August 8, 2014 4.04 4.37 Indenture dated May 29, 2014 8-K 001-34885 May 29, 2014 4.01 between registrant and Wells Fargo Bank, National Association, as Trustee 4.38d 1.5% Senior Secured Convertible 10-Q 001-34885 November 7, 2014 4.01 Note due 2017 dated July 31, 2014 issued by registrant to Total Energies Nouvelles Activités USA 10.01g Form of Indemnity Agreement between registrant and its directors and officers 10.02d Technology Investment Agreement, dated June 11, 2012, between registrant and The Defense Advanced Research Projects Agency (DARPA) 10.03e Modification No. 13 dated October 10, 2014 to Technology Investment Agreement between registrant and The Defense Advanced Research Project Agency (DARPA) 10.04 Modification No. 14 dated November 25, 2014 to Technology Investment Agreement between registrant and The Defense Advanced Research Project Agency (DARPA) 10.05df Agreement for Credit Opening, dated November 16, 2011, between Amyris Brasil Ltda. and Banco Nacional de Desenvolvimento Econômico e Social - BNDES S-1 333-166135 June 23, 2010 10.01 10-Q 001-34885 August 8, 2012 10.08 X X 10-K 001-34885 February 28, 2012 10.11 10.06d Corporate Guarantee, dated 10-K 001-34885 February 28, 2012 10.12 November 28, 2011, issued by registrant to Banco Nacional de Desenvolvimento Econômico e Social - BNDES 166 Exhibit No. 10.07f Bank Credit Agreement, dated Description December 21, 2011, between Amyris Brasil Ltda. and Banco Pine S.A. 10.08f Addendum to the Banking Credit Form, dated February 17, 2012, between Amyris Brasil Ltda. and Banco Pine S.A. Previously Filed Form 10-K File No. Filing Date 001-34885 February 28, 2012 Exhibit 10.13 Filed Herewith 10-Q 001-34885 May 9, 2012 10.02 10.09f Addendum to the Banking Credit 10-Q 001-34885 August 8, 2012 10.02 Form, dated May 17, 2012, between Amyris Brasil Ltda. and Banco Pine S.A. 10.10f Note of Bank Credit, dated June 21, 10-Q 001-34885 August 8, 2012 10.03 2012, between Amyris Brasil Ltda. and Banco Pine S.A. 10.11df Global Derivatives Contract (swap 10-Q 001-34885 August 8, 2012 10.04 agreement), dated June 15, 2012, between Amyris Brasil Ltda. and Banco Pine S.A. 10.12df Note of Bank Credit, dated July 13, 2012, between Amyris Brasil Ltda. and Nossa Caixa Desenvolvimento 10.13df Note of Bank Credit, dated July 13, 2012, between Amyris Brasil Ltda. and Banco Pine S.A. 10.14f Fiduciary Conveyance of Movable Goods Agreement, dated July 13, 2012, among Amyris Brasil Ltda., Nossa Caixa Desenvolvimento and Banco Pine S.A. 10-Q 001-34885 November 9, 2012 10.01 10-Q 001-34885 November 9, 2012 10.02 10-Q 001-34885 November 9, 2012 10.03 10.15 Corporate Guarantee, dated July 13, 10-Q 001-34885 November 9, 2012 10.04 2012, issued by registrant to Nossa Caixa Desenvolvimento 10.16 Corporate Guarantee, dated July 13, 10-Q 001-34885 November 9, 2012 10.05 10.17d 2012, issued by registrant to Banco Pine S.A. Joint Venture Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A. 10.18d First Amendment dated January 27, 2014 to the Joint Venture Agreement dated April 14, 2010, among Registrant, Amyris Brasil, Ltda, and Usina São Martinho S.A. 10.19d Shareholders’ Agreement dated April 14, 2010 among registrant, Amyris Brasil S.A. and Usina São Martinho S.A. S-1 333-166135 August 31, 2010 10.14 10-Q 001-34885 May 9, 2014 10.01 S-1 333-166135 May 25, 2010 10.17 167 Exhibit No. Description 10.20d Articles of Association of Total Amyris BioSolutions B.V. 10.21d Shareholders Agreement dated December 2, 2013 10.22d License Agreement dated December 2, 2013 between registrant and Total Amyris BioSolutions B.V. 10.23d Pledge of Shares dated December 2, 2013 among registrant, Total Energies Nouvelles Activités USA and Total Amyris BioSolutions B.V. 10.24d Escrow Agreement dated December 2, 2013 among registrant, Total Energies Nouvelles Activités USA and Stichting Total Amyris BioSolutions Previously Filed Form 10-K File No. 001-34885 Filing Date April 2, 2014 10-K 001-34885 April 2, 2014 10-K 001-34885 April 2, 2014 Filed Herewith Exhibit 10.22 10.23 10.24 10-K 001-34885 April 2, 2014 10.25 10-K 001-34885 April 2, 2014 10.26 10.25d 1.5% Senior Secured Convertible 10-K 001-34885 April 2, 2014 10.27 Note dated December 2, 2013 issued by registrant to Total Energies Nouvelles Activités USA 10.26 Letter Agreement re: Waiver of Debt Covenants dated December 24, 2013 between registrant and Total Energies Nouvelles Activités USA 10.27d Amended and Restated Master Framework Agreement, dated December 2, 2013, between Amyris and Total Gas & Power USA, SAS 10-K 001-34885 April 2, 2014 10.28 10-K 001-34885 April 2, 2014 10.29 10.28 Letter Agreement dated December 2, 10-K 001-34885 April 2, 2014 10.30 2013 relating to the Senior Secured Convertible Notes and the 1.5% Senior Unsecured Convertible Notes due 2017 between the registrant and Total Energies Nouvelles Activités USA 10.29 Letter Agreement dated October 4, 10-K 001-34885 April 2, 2014 10.31 2013 between registrant and Total Energies Nouvelles Activités USA 10.30 Amendment dated December 1, 2013 to Letter Agreement dated October 4, 2013 between registrant and Total Energies Nouvelles Activités USA 10-K 001-34885 April 2, 2014 10.32 10.31 Securities Purchase Agreement, dated 10-Q 001-34885 November 5, 2013 4.01 August 8, 2013, between registrant, Maxwell (Mauritius) Pte Ltd and Total Energies Nouvelles Activités USA (f.k.a. Total Gas & Power USA, SAS) 168 Exhibit No. Description 10.32 Amendment No. 1 dated October 16, 2013, to the Securities Purchase Agreement, dated August 8, 2013, between registrant and other parties named therein 10.33 Tranche I Note Amendment and Amendment No. 2 dated December 24, 2013, to the Securities Purchase Agreement dated August 8, 2013, between registrant and other parties therein 10.34 Voting Agreement, dated August 8, 2013, among registrant and registrant’s security holders named therein 10.35 Securities Purchase Agreement, dated September 20, 2013, between registrant and Naxyris S.A. 10.36c Technology License, Development, Research and Collaboration Agreement, dated June 21, 2010, between registrant and Total Gas & Power USA Biotech, Inc. Previously Filed Form 10-K File No. 001-34885 Filing Date April 2, 2014 Exhibit 4.24 Filed Herewith 10-K 001-34885 April 2, 2014 4.25 10-Q 001-34885 November 5, 2013 4.02 10-Q 001-34885 November 5, 2013 4.03 S-1 333-16135 September 20, 2010 10.46 10.37 Letter agreement, dated January 11, 10-Q 001-34885 May 11, 2011 10.01 2011, between registrant and Total Gas & Power USA Biotech, Inc. 10.38d First Amendment to Technology License, Development, Research and Collaboration Agreement, dated November 23, 2011, between Amyris and Total Gas & Power USA SAS 10.39d Master Framework Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS 10-K/A 001-34885 May 2, 2012 10.19 10-Q 001-34885 November 9, 2012 10.06 10.40d Second Amendment to the 10-Q 001-34885 November 9, 2012 10.07 10.41d Technology License, Development, Research and Collaboration Agreement, dated July 30, 2012, between registrant and Total Gas & Power USA, SAS Joint Venture Implementation Agreement dated June 3, 2011 among Amyris, Inc., Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Cosan S.A. Indústria e Comércio 10-Q 001-34885 August 11, 2011 10.01 10.42d Shareholders’ Agreement, dated 10-Q 001-34885 August 11, 2011 10.02 June 3, 2011, among Amyris Brasil S.A., Cosan Combustíveis e Lubrificantes S.A. and Novvi S.A. 169 Exhibit No. Description 10.43df Agreement for the Supply of Sugarcane Juice and Other Utilities, dated March 18, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A. 10.44df Lease Agreement, dated March 18, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A. Previously Filed Form 10-Q File No. 001-34885 Filing Date May 9, 2012 Exhibit 10.06 Filed Herewith 10-K 001-34885 March 28, 2013 10.37 10.45df Addendum to Lease Agreement, 10-K 001-34885 March 28, 2013 10.38 dated April 28, 2011, between Amyris Brasil Ltda. and Paraíso Bioenergia S.A. 10.46 Lease, dated August 22, 2007, S-1 333-166135 April 16, 2010 10.17 between registrant and ES East Associates, LLC 10.47 First Amendment, dated March 10, S-1 333-166135 April 16, 2010 10.18 2008, to Lease between registrant and ES East Associates, LLC 10.48 Second Amendment, dated April 25, 2008, to Lease between registrant and ES East Associates, LLC 10.49 Third Amendment, dated July 31, 2008, to Lease between registrant and ES East Associates, LLC S-1 333-166135 April 16, 2010 10.19 S-1 333-166135 April 16, 2010 10.20 10.50 Fourth Amendment, dated S-1 333-166135 April 16, 2010 10.21 November 14, 2009, to Lease between registrant and ES East Associates, LLC 10.51 Fifth Amendment, dated October 15, 2010, to Lease between registrant and ES East, LLC 10-K 001-34885 March 14, 2011 10.17 10.52 Sixth Amendment, dated April 30, 10-Q 001-34885 August 9, 2013 10.02 2013, to Lease between registrant and ES East, LLC (as successor-in-interest to ES East Associates, LLC) 10.53 Lease dated April 25, 2008 between S-1 333-166135 April 16, 2010 10.22 registrant and EmeryStation Triangle, LLC 10.54 Letter, dated April 25, 2008, S-1 333-166135 April 16, 2010 10.23 amending Lease between registrant and EmeryStation Triangle, LLC 10.55 Second Amendment, dated S-1 333-166135 April 16, 2010 10.24 February 5, 2010, to Lease between registrant and EmeryStation Triangle, LLC 10.56 Third Amendment, dated May 1, 10-Q 001-34885 August 9, 2013 10.03 2013, to Lease between registrant and EmeryStation Triangle, LLC 170 Exhibit No. Description 10.57 Pilot Plant Expansion Right Letter dated December 22, 2008 between registrant and EmeryStation Triangle, LLC 10.58 Lease Agreement, dated August 10, 2011, between Amyris Brasil Ltda. and Techno Park Empreendimentos e Administração Imobiliária Ltda. Previously Filed Form S-1 File No. Filing Date 333-166135 April 16, 2010 Exhibit 10.25 Filed Herewith 10-K 001-34885 February 28, 2012 10.32 10.59 First Amendment to Lease 10-Q 001-34885 November 5, 2013 10.01 Agreement, dated July 31, 2013, between Amyris Brasil Ltda. and Techno Park Empreendimentos e Administração Imobiliária 10.60 Private Instrument of S-1 333-166135 April 16, 2010 10.26 Non-Residential Real Estate Lease Agreement, dated March 31, 2008, as amended, between Lucio Tomasiello and Amyris Brasil S.A. 10.61df Third Amendment to the Private Instrument of Non Residential Real Estate Lease Agreement, dated October 1, 2012, between Lucio Tomasiello and Amyris Brasil Ltda. 10.62g Offer Letter dated September 27, 2006 between registrant and John Melo 10.63g Amendment, dated December 18, 2008, between registrant and John Melo 10.64g Offer letter, dated January 17, 2008, between registrant and Paulo Diniz 10-K 001-34885 March 28, 2013 10.51 S-1 333-16135 April 16, 2010 10.27 S-1 333-16135 April 16, 2010 10.28 S-1 333-16135 April 16, 2010 10.31 10.65eg Consulting Agreement dated 10-Q 001-34885 August 8, 2014 10.05 December 6, 2013, between registrant and Steven R. Mills 10.66g Offer letter, dated September 30, 2008, between registrant and Joel Cherry 10.67dgi Offer letter, dated February 6, 2013 between registrant and Susanna McFerson 10.68g Offer letter, dated October 23, 2014 between registrant and Raffi Asadorian S-1 333-16135 April 16, 2010 10.29 10-Q 001-34885 May 9, 2014 10.03 X 10.69g 2005 Stock Option/Stock Issuance 10-Q 001-34885 November 9, 2011 10.02 Plan 10.70g Form of Notice of Grant of Stock S-1 333-16135 April 16, 2010 10.38 Option under registrant’s 2005 Stock Option/Stock Issuance Plan 10.71g Form of Notice of Grant of Stock Option (non-Exempt) under registrant’s 2005 Stock Option/Stock Issuance Plan S-1 333-16135 April 16, 2010 10.39 171 Description Exhibit No. 10.72g Form of Notice of Grant of Stock Option (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan 10.73g Form of Stock Option Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan 10.74g Form of Stock Option Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan 10.75g Form of Stock Purchase Agreement under registrant’s 2005 Stock Option/Stock Issuance Plan 10.76g Form of Stock Purchase Agreement (non-US) under registrant’s 2005 Stock Option/Stock Issuance Plan Previously Filed Form S-1 File No. 333-16135 Filing Date April 16, 2010 Exhibit 10.40 Filed Herewith S-1 333-16135 April 16, 2010 10.41 S-1 333-16135 April 16, 2010 10.42 S-1 333-16135 April 16, 2010 10.43 S-1 333-16135 April 16, 2010 10.44 10.77g 2010 Equity Incentive Plan and forms S-1 333-16135 June 23, 2010 10.46 of award agreements thereunder 10.78g 2010 Employee Stock Purchase Plan S-1 333-16135 September 20, 2010 10.45 and forms of award agreements thereunder 10.79 Master Collaboration Agreement, 10-Q 001-34885 June 9, 2013 10.02 dated March 13, 2013, between registrant and Firmenich SA 10.80 Letter agreement, dated March 24, 2013, between registrant and Total Gas & Power USA, SAS 10.81 Amended and Restated Operating Agreement, dated March 26, 2013, among registrant, Cosan US, Inc. and Novvi LLC 10.82 IP License Agreement, dated as of March 26, 2013, between registrant and Novvi LLC 10.83gi Amyris, Inc. Executive Severance Plan, effective November 6, 2013 10-Q 001-34885 June 9, 2013 10.03 10-Q 001-34885 June 9, 2013 10.04 10-Q 001-34885 June 9, 2013 10.06 10-K 001-34885 April 2, 2014 10.92 10.93 10.84gh Compensation arrangements between 10-K 001-34885 April 2, 2014 registrant and its non-employee directors 10.85gi Compensation arrangements between 10-K 001-34885 April 2, 2014 10.94 registrant and its executive officers 10.86d Pilot Plant Sublease dated April 4, 2014 between registrant and Total New Energies USA, Inc. 10.87d Pilot Plant Services Agreement dated April 4, 2014 between registrant and Total New Energies USA, Inc. 10-Q 001-34885 August 8, 2014 10.03 10-Q 001-34885 August 8, 2014 10.04 172 Exhibit No. Description Form File No. Filing Date Exhibit Previously Filed Filed Herewith X X X X X X X X X X 21.01 List of subsidiaries 23.01 Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm 23.02 Consent Independent Auditors, Pannell Kerr Forster of Texas, P.C. 24.01 Power of Attorney (see signature page to this Form 10-K) 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 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 32.01j 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 32.02j 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 99.1 Novvi LLC Financial Statements December 31, 2014 101k The following materials from registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Convertible Preferred Stock, Redeemable Noncontrolling Interest and Equity (Deficit); (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements a Substantially identical Common Stock Purchase Agreements, each dated May 18, 2012, were entered into with five separate investors. Registrant has filed the form of such Common Stock Purchase Agreements, which is substantially identical in all material respects to all of such Common Stock Purchase Agreements, except as to the parties thereto and the number of shares. 173 b Registrant issued substantially identical 1.5% Senior Unsecured Convertible Notes (or the Notes) to Total Gas & Power USA, SAS on separate dates. Registrant has filed the first of the Notes (number R-1), and has included, with such exhibit, a schedule (updated Schedule A to Exhibit 4.02 of registrant’s Form 10-Q filed November 9,2012) identifying each of the Notes and setting forth the material details in which the other Note(s) differ from the filed Note (i.e., the dates of issuance and the amounts of the Notes). c d e f Registrant issued substantially identical 6.5% Senior Convertible Notes due 2019 (the “6.5% Notes”) to Maxwell (Mauritius) Pte Ltd. (“Temasek”), Total Energies Nouvelles Activités USA, and Foris Ventures, LLC on May 29, 2014. Registrant has filed the 6.5% Note issued to Temasek, and has included, with Exhibit 4.35, a schedule (Schedule A to Exhibit 4.03 of registrant’s Form 10-Q filed August 8, 2014) identifying each of the 6.5% Notes and setting forth the material details in which the other 6.5% Notes differ from the filed 6.5% Note (i.e., the note number, the purchasers, and the amounts of the 6.5% Notes). Portions of Exchange Commission, have been omitted. this exhibit, which have been granted confidential treatment by the Securities and Portions of this exhibit have been omitted pending a determination by the Securities and Exchange Commission as to whether these portions should be granted confidential treatment. Translation to English from Portuguese or Dutch, as applicable, in accordance with Rule 12b-12(d) of the regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (or the Exchange Act). g Indicates management contract or compensatory plan or arrangement. h Description contained under the heading “Director Compensation” in registrant’s definitive proxy materials filed with the Securities and Exchange Commission on April 14, 2014 is incorporated herein by reference. i j k Description contained under the heading “Executive Compensation” in registrant’s definitive proxy materials filed with the Securities and Exchange Commission on April 14, 2014 is incorporated herein by reference. 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. Pursuant to applicable securities laws and regulations, registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections. 174 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 Melo, certify that: 1. I have reviewed this Annual Report on Form 10-K 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: March 31, 2015 /s/ JOHN MELO John Melo President and Chief Executive Officer 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, Raffi Asadorian, certify that: 1. I have reviewed this Annual Report on Form 10-K 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: March 31, 2015 /s/ RAFFI ASADORIAN Raffi Asadorian Chief Financial Officer 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 Exhibit 32.01 In connection with the Annual Report of Amyris, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof, I, John 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 Annual Report of the Company on Form 10-K for the year ended December 31, 2014 (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: March 31, 2015 /s/ JOHN MELO John Melo President and Chief Executive Officer (Principal Executive Officer) 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 Exhibit 32.02 In connection with the Annual Report of Amyris, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof, I, Raffi Asadorian, 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 Annual Report of the Company on Form 10-K for the year ended December 31, 2014 (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: March 31, 2015 /s/ RAFFI ASADORIAN Raffi Asadorian Chief Financial Officer (Principal Financial Officer) Dear Amyris stockholder: You are cordially invited to attend our 2015 Annual Meeting of Stockholders to be held on Wednesday, May 20, 2015 at 2:00 p.m. Pacific Time at our headquarters located at 5885 Hollis Street, Suite 100, Emeryville, California 94608. You can find directions to our headquarters on our company website at https://amyris.com/contact-us/. The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe the matters to be voted on at the meeting. At this year’s meeting, you will be asked to elect Class II directors and ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015. Whether or not you plan to attend the annual meeting, please vote as soon as possible. You may vote over the Internet, by telephone, or by mailing a completed proxy card or voter instruction form. Voting by any of these methods will ensure that you are represented at the annual meeting. On behalf of the Board of Directors, I want to thank you for your continued support of Amyris. We look forward to seeing you at the meeting. Emeryville, California April 6, 2015 John Melo President and Chief Executive Officer YOUR VOTE IS IMPORTANT You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please vote as soon as possible in order to ensure your representation at the meeting. You may submit your proxy and voting instructions over the Internet, by telephone, or by completing, signing, dating and returning the accompanying proxy card or voter information form as promptly as possible. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other custodian, nominee, trustee or fiduciary and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. (This page intentionally left blank) AMYRIS, INC. 5885 Hollis Street, Suite 100 Emeryville, California 94608 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held May 20, 2015 The 2015 Annual Meeting of Stockholders of Amyris, Inc. will be held on Wednesday, May 20, 2015 at 2:00 p.m. Pacific Time at our headquarters located at 5885 Hollis Street, Suite 100, Emeryville, California 94608 for the following purposes: 1. To elect the three Class II directors nominated by our Board of Directors and named herein to serve on the Board for a three-year term. 2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015. 3. To act upon such other matters as may properly come before the annual meeting or any adjournments or postponements thereof. These items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. The Board of Directors has fixed the record date for the annual meeting as March 26, 2015. Only stockholders of record at the close of business on the record date may vote at the meeting or at any adjournment thereof. A list of stockholders eligible to vote at the meeting will be available for review for any purpose relating to the meeting during our regular business hours at our headquarters at 5885 Hollis Street, Suite 100, Emeryville, California 94608 for the ten days prior to the meeting. You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please vote as soon as possible in order to ensure your representation at the meeting. You may submit your proxy and voting instructions over the Internet, by telephone, or by completing, signing, dating and returning the accompanying proxy card or voter information form as promptly as possible. Under recent regulatory changes, if you have not given your broker specific instructions to do so, your broker will NOT be able to vote your shares with respect to the election of directors proposal. If you do not provide voting instructions over the Internet, by telephone, or by returning a proxy card or voter instruction form, your shares will not be voted with respect to those matters. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other custodian, nominee, trustee or fiduciary and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. BY ORDER OF THE BOARD, Emeryville, California April 6, 2015 Nicholas Khadder SVP, General Counsel and Secretary (This page intentionally left blank) TABLE OF CONTENTS Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Information Regarding Solicitation and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Questions and Answers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proposal 1 — Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vote Required and Board Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Business Experience and Qualifications of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Arrangements Concerning Selection of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Independence of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Board Leadership Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Role of the Board in Risk Oversight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Meetings of the Board and Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Committees of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stockholder Communications with Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm . . . . General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vote Required and Board Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Independent Registered Public Accounting Firm Fee Information . . . . . . . . . . . . . . . . . . . . . Audit Committee Pre-Approval of Services Performed by our Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Report of the Audit Committee* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Corporate Governance Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Code of Business Conduct and Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leadership Development and Compensation Committee Report* . . . . . . . . . . . . . . . . . . . . . Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Grants of Plan-Based Awards in Fiscal Year 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Narrative Disclosure to Summary Compensation and Grants of Plan-Based Awards Tables . . . 2015 Bonus Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Option Exercises and Stock Vested During Fiscal Year 2014 . . . . . . . . . . . . . . . . . . . . . . . . . Pension Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Qualified Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Potential Severance Payments upon Termination and upon Termination Following a Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Limitation of Liability and Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rule 10b5-1 Sales Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Director Compensation for Fiscal Year 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i 1 1 5 6 6 6 7 10 11 12 12 13 14 18 19 19 19 19 20 20 21 21 21 22 26 26 28 28 41 42 43 44 44 48 48 48 48 51 52 53 53 i Narrative to Director Compensation Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . Transactions with Related Persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Private Placement of Convertible Promissory Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indemnification Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation and Employment Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . Investors’ Rights Agreement and Registration Rights Agreements . . . . . . . . . . . . . . . . . . . . . Related Person Transaction Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Householding of Proxy Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Incorporation of Information by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stockholder Proposals to be Presented at Next Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Matters 55 56 57 57 60 63 63 0 63 63 64 64 64 65 ii AMYRIS, INC. PROXY STATEMENT 2015 ANNUAL MEETING OF STOCKHOLDERS These proxy materials are provided in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Amyris, Inc., a Delaware corporation (referred to as “Amyris”, the “Company”, “we”, “us”, or “our”), for our 2015 Annual Meeting of Stockholders to be held at 2:00 p.m. Pacific Time on Wednesday, May 20, 2015, at our principal executive offices, and for any adjournments or postponements of the annual meeting. These proxy materials were first sent on or about April 6, 2015 to stockholders entitled to vote at the annual meeting. INFORMATION REGARDING SOLICITATION AND VOTING Our principal executive offices are located at 5885 Hollis Street, Suite 100, Emeryville, California 94608, and our telephone number is (510) 450-0761. This Proxy Statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully. We will bear the expense of soliciting proxies. In addition to these proxy materials, our directors and employees (who will receive no compensation in addition to their regular salaries) may solicit proxies in person, by telephone or email. We will reimburse brokers, banks and other custodians, nominees and fiduciaries (or Intermediaries) for reasonable charges and expenses incurred in forwarding soliciting materials to their clients. Who can vote at the meeting? QUESTIONS AND ANSWERS The Board set March 26, 2015, as the record date for the meeting. If you owned shares of our common stock as of the close of business on March 26, 2015, you may attend and vote your shares at the meeting. Each stockholder is entitled to one vote for each share of common stock held on all matters to be voted on. As of March 26, 2015, there were 79,222,633 shares of our common stock outstanding and entitled to vote. Why did I receive a Notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials? We are pleased to take advantage of the SEC rule that allows companies to furnish their proxy materials over the Internet. Accordingly, we have sent to most of our stockholders of record and beneficial owners a Notice regarding Internet availability of proxy materials. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. Why did I receive a full set of proxy materials in the mail instead of a Notice regarding the Internet availability of proxy materials? Some stockholders may have instructed our transfer agent or intermediaries to deliver stockholder communications, such as proxy materials, in paper form. If you would prefer to receive your proxy materials over the Internet, please follow the instructions provided on your proxy card or voting instruction form to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. What is the quorum requirement for the meeting? The holders of a majority of our outstanding shares of common stock as of the record date must be present in person or represented by proxy at the meeting in order for there to be a quorum, which is required to hold the meeting and conduct business. If there is no quorum, the holders of a majority of the shares present at the meeting may adjourn the meeting to another date. 1 You will be counted as present at the meeting if you are present and entitled to vote in person at the meeting or you have properly submitted a proxy card or voter instruction form, or voted by telephone or over the Internet. Both abstentions and broker non-votes (as described below) are counted for the purpose of determining the presence of a quorum. As of the record date of March 26, 2015, there were 79,222,633 shares of our common stock outstanding and entitled to vote, which means that holders of 39,611,317 shares of our common stock must be present in person or by proxy for there to be a quorum. What proposals will be voted on at the meeting? There are two proposals scheduled to be voted on at the meeting: • • Proposal 1 — Election of the three Class II directors nominated by the Board and named herein to serve on the Board for a three-year term. Proposal 2 — Ratification of independent registered public accounting firm for the fiscal year ending December 31, 2015. the appointment of PricewaterhouseCoopers LLP as our No appraisal or dissenters’ rights exist for any action proposed to be taken at the meeting. We will also consider any other business that properly comes before the meeting. As of the date of this Proxy Statement, we are not aware of any other matters to be submitted for consideration at the meeting. If any other matters are properly brought before the meeting, the persons named in the enclosed proxy card or voter instruction form will vote the shares they represent using their best judgment. How does the Board recommend I vote on the proposals? The Board recommends that you vote: • • FOR each of the director nominees named in this Proxy Statement; and FOR the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015. How do I vote my shares in person at the meeting? If your shares of Amyris common stock are registered directly in your name with our transfer agent, Wells Fargo Bank, National Association, you are considered, with respect to those shares, to be the stockholder of record. As the stockholder of record, you have the right to vote in person at the meeting. If your shares are held in a brokerage account or by another intermediary, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you are also invited to attend the meeting. However, since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the intermediary that is the record holder of the shares, giving you the right to vote the shares at the meeting. The meeting will be held on Wednesday, May 20, 2015 at 2:00 p.m. Pacific Time at our headquarters located at 5885 Hollis Street, Suite 100, Emeryville, California 94608. You can find directions to our headquarters on our company website at https://amyris.com/contact-us/. How can I vote my shares without attending the meeting? Whether you hold shares directly as a registered stockholder of record or beneficially in street name, you may vote without attending the meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker, bank or other trustee or nominee. In most cases, you will be able to do this by using the Internet, by telephone or by mail. • Voting by Internet or telephone. You may submit your proxy over the Internet or by telephone by following the instructions for Internet or telephone voting provided with your proxy materials and on your proxy card or voter instruction form. 2 • Voting by mail. You may submit your proxy by mail by completing, signing, dating and returning your proxy card or, for shares held beneficially in street name, by following the voting instructions included by your broker or other intermediary. If you provide specific voting instructions, your shares will be voted as you have instructed. Can I vote my shares by filling out and returning the Notice? No. The Notice will, however, provide instructions on how to vote by Internet, by telephone, by requesting and returning a paper proxy card or voter instruction form, or by submitting a ballot in person at the meeting. What happens if I do not give specific voting instructions? If you are a stockholder of record and you either indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, or you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under stock market rules, the organization that holds your shares may generally vote at its discretion only on routine matters and cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of Proposal 1 (which requires a plurality of votes properly cast in person or by proxy). Which proposals are considered “routine” and which are considered “non-routine”? The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015 (Proposal 2) is considered routine under applicable rules. The election of directors (Proposal 1) is considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore we expect there to be broker non-votes on Proposal 1. How are votes counted? Votes will be counted by the inspector of election appointed for the meeting. The inspector of election will separately count “For” and “Withhold” votes and any broker non-votes in the election of directors. Abstentions will be counted toward the vote totals for these proposals and will have the same effect as an “Against” vote. What is the vote required to approve each of the Board’s proposals? • • Proposal 1 — Election of the Board’s three nominees for director. The three nominees receiving the most “For” votes (among votes properly cast in person or by proxy) will be elected. Proposal 2 — Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015. The proposal must receive a “For” vote from the holders of a majority of the votes cast on the proposal at the annual meeting in person or by proxy. Abstentions will be counted toward the vote total for the proposal and will have the same effect as an “Against” vote for this proposal. How can I revoke my proxy and change my vote after I return my proxy card? You may revoke your proxy and change your vote at any time before the final vote at the meeting. If you are a stockholder of record, you may do this by signing and submitting a new proxy card with a later date, by using the Internet or voting by telephone (either of which must be completed by 11:59 p.m. Pacific 3 Time on May 19, 2015 — your latest telephone or Internet proxy is counted), or by attending the meeting and voting in person. Attending the meeting alone will not revoke your proxy unless you specifically request that your proxy be revoked. If you hold shares through a bank or brokerage firm, you must contact that bank or firm directly to revoke any prior voting instructions. How can I find out the voting results of the meeting? The preliminary voting results will be announced at the meeting. The final voting results will be reported in a current report on Form 8-K, which we expect to file with the Securities and Exchange Commission within four business days after the meeting. If final voting results are not available within four business days after the meeting, we intend to file a current report on Form 8-K reporting the preliminary voting results within that period, and subsequently file the final voting results in an amendment to the current report on Form 8-K within four business days after the final voting results are known to us. 4 FORWARD-LOOKING STATEMENTS This Proxy Statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by their use of such words as “expects,” “anticipates,” “intends,” “hopes,” “anticipates,” “believes,” “could,” “may,” “will,” “projects” and “estimates,” and other similar expressions, but these words are not the exclusive means of identifying such statements. We caution that a variety of factors, including but not limited to the following, could cause our results to differ materially from those expressed or implied in our forward-looking statements: our cash position and ability to fund our operations; difficulties in predicting future revenues and financial results; the potential loss of, or inability to secure relationships with key distributors, customers or partners; our limited operating history and lack of revenues generated from the sale of our renewable products; our inability to decrease production costs to enable sales of our products at competitive prices; delays in production and commercialization of products due to technical, operational, cost and counterparty challenges; challenges in developing customer base in markets with established and sophisticated competitors; currency exchange rate and commodity price fluctuations; changes in regulatory schemes governing genetically modified organisms and renewable fuels and chemicals; and other risks detailed from time to time in filings we make with the Securities and Exchange Commission, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Periodic Reports on Form 8-K. Except as required by law, we assume no obligation to update any forward-looking information that is included in this Proxy Statement. 5 PROPOSAL 1 — ELECTION OF DIRECTORS General Under our certificate of incorporation and bylaws, the number of authorized Amyris directors has been fixed at 10 and the Board is divided into three classes with staggered three-year terms: • • • Class I directors, whose term will expire at the annual meeting of stockholders to be held in 2017; Class II directors, whose initial term expires at this annual meeting and who are nominated for re-election; Class III directors, whose term will expire at the annual meeting of stockholders to be held in 2016. In accordance with our certificate of incorporation, the Board has assigned each member of the Board to one of the three classes, with the number of directors in each class divided as equally as reasonably possible. As of the date of this Proxy Statement, there are four Class I seats, three Class II seats, and three Class III seats constituting the 10 seats on the Board. Stockholders are being asked to vote for the three Class II nominees listed below to serve until our 2018 Annual Meeting of Stockholders and until each such director’s successor has been elected and qualified, or each such director’s earlier death, resignation or removal. The nominees are all current directors of Amyris. Dr. Chua was appointed by the unanimous written consent of the Board in 2012 and was designated by Maxwell (Mauritius) Pte Ltd (“Maxwell”) under an agreement between Amyris and Maxwell. Mr. Melo was appointed by the unanimous written consent of the Board in connection with our 2010 reincorporation in Delaware and in preparation for our initial public offering, and served on the board of directors of our California corporation predecessor. Mr. Williams was appointed at a meeting of the Board in 2013, filling a vacancy on the Board. Vote Required and Board Recommendation Directors are elected by a plurality of the votes properly cast in person or by proxy. This means that the three Class II nominees receiving the highest number of affirmative (i.e., “For”) votes will be elected. At the annual meeting, proxies cannot be voted for a greater number of persons than the three nominees named in this Proposal 1 and stockholders cannot cumulate votes in the election of directors. Shares represented by executed proxies will be voted by the proxy holders, if authority to do so is not withheld for any or all of the nominees, “For” the election of the three nominees named below. If any nominee is unable or declines to serve as a director at the time of the meeting, the proxies will be voted for a nominee, if any, designated by the Board to fill the vacancy. As of the date of this Proxy Statement, the Board is not aware that any nominee up for election is unable or will decline to serve as a director. If you hold shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote so that your vote can be counted on this proposal. The Board recommends a vote “FOR” each nominee. 6 Business Experience and Qualifications of Directors The following tables and biographies set forth information for each nominee for election at the annual meeting and for each director of Amyris whose term of office will continue after the annual meeting: Nominees for Class II Directors for a Term Expiring in 2018 Name Age Amyris Offices and Positions Nam-Hai Chua, Ph.D. 70 Director, Member of Leadership Development and Compensation Committee John Melo 49 Director, President and Chief Executive Officer R. Neil Williams 62 Director, Chair of Audit Committee Dr. Nam-Hai Chua has been a member of the Board since June 2012. Professor Chua has been Andrew W. Mellon Professor and Head of the Laboratory of Plant Molecular Biology at Rockefeller University since 1981. Previously, he served as Associate Professor (1977 – 1981), Assistant Professor (1971 – 1977), and Research Associate (1971 – 1973) at the same university. From 1969 to 1971, he served as Lecturer in the Department of Biochemistry of the Singapore Medical School. Professor Chua was a director of Delta and Pine Land (DLP) from 1993 until it was sold to Monsanto in 2007. He also served as a director of Arpida Ltd. (Muechenstein, Switzerland) from 2004 to 2008 and as chairman of its compensation committee from 2006 to 2008. He has been a director of Temasek Life Sciences Laboratory, Singapore, and chairman of its Strategic Research Program, since 2003, and was appointed Deputy Chairman, Management Board of Temasek Life Sciences Laboratory in October 2012. Professor Chua received his Bachelor of Science degree from the University of Singapore, and Master of Arts and Doctor of Philosophy degrees from Harvard University. Professor Chua provides the Board with insight into the fundamental science behind our technology, including the molecular biology and genetics underlying our strain engineering efforts. John Melo has nearly three decades of combined experience as an entrepreneur and thought leader in the global fuels industry and technology innovation. Mr. Melo has served as our Chief Executive Officer and a director since January 2007 and as our President since June 2008. Before joining Amyris, Mr. Melo served in various senior executive positions at BP Plc (formerly British Petroleum), one of the world’s largest energy firms, from 1997 to 2006, most recently as President of U.S. Fuels Operations from 2004 until December 2006, and previously as Chief Information Officer of the refining and marketing segment from 2001 to 2003, Senior Advisor for e-business strategy to Lord Browne, BP Chief Executive, from 2000 to 2001, and Director of Global Brand Development from 1999 to 2000. Before joining BP, Mr. Melo was with Ernst & Young, an accounting firm, from 1996 to 1997, and a member of the management teams of several startup companies, including Computer Aided Services, a management systems integration company, and Alldata Corporation, a provider of automobile repair software to the automotive service industry. Mr. Melo currently serves on the board of directors of U.S. Venture, Inc. and Renmatix, Inc., and also serves as Vice Chairman of the board of directors of BayBio. Mr. Melo was formerly an appointed member to the U.S. section of the U.S.-Brazil CEO Forum. Mr. Melo’s experience as a senior executive at one of the world’s largest energy companies provides critical leadership in shaping strategic direction and business transactions, and in building teams to drive innovation. R. Neil Williams has been a member of the Board since May 2013. Mr. Williams has served as Senior Vice President and Chief Financial Officer of Intuit Inc. since January 2008. He is responsible for all financial aspects of Intuit, including corporate strategy and business development, investor relations, financial operations and real estate. Before joining Intuit, Mr. Williams was the Executive Vice President and Chief Financial Officer for Visa U.S.A., Inc. In that role, he led all financial functions for Visa U.S.A., Inc. and its subsidiaries, including financial planning, business planning and financial monitoring. Mr. Williams concurrently served as Chief Financial Officer for Inovant LLC, Visa’s global information technology organization, responsible for global transactions processing and technology development. His previous banking experience includes senior financial positions at commercial banks in the Southern and Midwest regions of the United States. Since March 2012, Mr. Williams has also served as a Board Member and chair of the Audit Committee of RingCentral, Inc. Mr. Williams is a certified public accountant and 7 received his Bachelor’s degree in business administration from the University of Southern Mississippi. Mr. Williams’ expertise in accounting, finance and management enables him to provide important insight and guidance to our management team and Board and to serve as chair of our Audit Committee. Name Philippe Boisseau John Doerr Patrick Yang, Ph.D. Incumbent Class III Directors with a Term Expiring in 2016 Age Amyris Offices and Positions 53 63 67 Director Director, Chair of Nominating and Governance Committee and Member of Leadership Development and Compensation Committee Director Philippe Boisseau has been a member of the Board since November 2010. Mr. Boisseau has served as President, Marketing and a member of the Executive Committee of Total S.A., a French oil and gas company, since January 2012. Previously, Mr. Boisseau served as President of Total Energies Nouvelles Activités USA (formerly known as Total Gas & Power USA, SAS) (“Total”), an affiliate of Total S.A. from February 2007 to December 2011. He also previously served as a member of Total S.A.’s Management Committee since January 2005. He served as President, Middle East of Total S.A.’s Exploration & Production division between 2002 and February 2007 and, before that, as General Manager of Total Austral in Argentina from 1999 to 2002. From 1995 to 1999, he worked in several management positions within the Refining and Marketing division in the United States and France. At the beginning of his career, he served in various positions within French government ministries. He graduated from the leading French engineering school, Ecole Polytechnique, and also has a DEA (master’s degree) in particle physics from the Ecole Normale Supérieure. Mr. Boisseau’s knowledge and experience in the development of alternative energy businesses and their interface with and integration into the traditional energy industry enables him to make a strategic contribution to the Board and provide guidance to the management team in these domains. John Doerr has been a member of the Board since May 2006. Mr. Doerr has been a Partner at Kleiner Perkins Caufield & Byers, a venture capital firm, since 1980. Mr. Doerr currently serves on the board of directors of Google Inc., as well as on the boards of directors of numerous private companies. In the past five years, Mr. Doerr has also served on the boards of directors of Amazon.com, Inc. and Move, Inc. (formerly Homestore.com, Inc.). Mr. Doerr holds a Bachelor of Science and a Master of Science in Electrical Engineering and Computer Science degrees from Rice University and a Master of Business Administration degree from Harvard University. Mr. Doerr’s global business leadership as general partner of Kleiner Perkins Caufield & Byers, as well as his outside board experience as director of several public companies, enables him to provide valuable insight and guidance to our management team and the Board. Dr. Patrick Yang has been a member of the Board since July 2014. Dr. Yang served as Executive Vice President and Global Head of Technical Operations for F. Hoffmann-La Roche Ltd. (“Roche”), where he was responsible for Roche’s pharmaceutical and biotech manufacturing operations, process development, quality, regulatory, supply management and distribution functions. Before joining Roche, Dr. Yang worked for Genentech Inc., where he most recently served as Executive Vice President of Product Operations, and was responsible for manufacturing, process development, quality, regulatory affairs and distribution functions. Prior to joining Genentech Inc., Dr. Yang worked for Merck & Co., where he held several leadership roles including Vice President of Asia/Pacific Manufacturing Operations and Vice President of Supply Chain Management. He also previously worked at General Electric Co. and Life Systems, Inc. Dr. Yang’s experience with the biotechnology industry and operations has enabled him to provide insight and guidance to our management team and the Board. 8 Incumbent Class I Directors with a Term Expiring in 2017 Name Age Amyris Offices and Positions Geoffrey Duyk, M.D., Ph.D. Carole Piwnica 55 57 Director, Member of Audit Committee, Interim Chairman of the Board Director, Chair of Leadership Development and Compensation Committee and Member of Nominating and Governance Committee Fernando de Castro Reinach, Ph.D. HH Sheikh Abdullah bin Khalifa Al Thani 58 Director, Member of Audit Committee 55 Director Dr. Geoffrey Duyk has been a member of the Board since May 2012 and has served as the interim Chairman of the Board since May 2014. Dr. Duyk previously served on the Board from May 2006 to May 2011. Dr. Duyk is a partner of TPG Biotech, an affiliate of TPG Biotechnology Partners II, L.P. Previously, he served on the board of directors and was President of Research and Development at Exelixis, Inc., a biopharmaceutical company focusing on drug discovery, from 1996 to 2003. Prior to Exelixis, Dr. Duyk was Vice President of Genomics and one of the founding scientific staff at Millennium Pharmaceuticals, from 1993 to 1996. Before that, Dr. Duyk was an Assistant Professor at Harvard Medical School in the Department of Genetics and Assistant Investigator of the Howard Hughes Medical Institute. Dr. Duyk currently serves on the boards of directors of several private companies and the non-profit Wesleyan University Board of Trustees. He served on the board of directors of Agria Corporation from August 2007 to May 2009, Cardiovascular Systems, Inc. (formerly Replidyne, Inc.) from 2004 to February 2009, and Exelixis, Inc. from 1996 to 2003. Dr. Duyk holds a Bachelor of Arts degree in Biology from Wesleyan University and Doctor of Philosophy and Medicine degrees from Case Western Reserve University. Dr. Duyk’s experience with the biotechnology industry enables him to provide insight and guidance to our management team and Board. Carole Piwnica has been a member of the Board since September 2009. Ms. Piwnica has been Director of NAXOS UK, a consulting firm advising private equity, since January 2008. Previously, Ms. Piwnica served as a director, from 1996 to 2006, and Vice-Chairman of Governmental Affairs, from 2000 to 2006, of Tate & Lyle Plc, a European food and agricultural ingredients company. She was a chairman of Amylum Group, a European food ingredient company and affiliate of Tate & Lyle Plc, from 1996 to 2000. Ms. Piwnica was a member of the board of directors of Aviva plc, a British insurance company, from May 2003 to December 2011, a member of the Biotech Advisory Council of Monsanto from May 2006 to October 2009, a member of the board of directors of Dairy Crest from 2007 until 2010, a member of the board of directors of Toepfer Gmbh from 1996 until 2010 and a member of the board of directors of Louis Delhaize (retail, Belgium) from 2010 until 2013. In 2010, Ms. Piwnica was appointed as a member of the boards of Eutelsat (satellites, France) and Sanofi (pharmaceuticals, France). Ms. Piwnica holds a Law degree from the Université Libre de Bruxelles and a Master of Laws degree from New York University. She has also been a member of the bar association of the state of New York, USA, since 1985 and was a member of the bar association of Paris, France from 1988 until 2013. Based on her multinational corporate leadership experience and extensive legal and corporate governance experience, Ms. Piwnica contributes guidance to the management team and the Board in leadership of multinational agricultural processing businesses and on legal and corporate governance obligations and best practices. Dr. Fernando de Castro Reinach has been a member of the Board since September 2008. Dr. Reinach has been a managing partner of Pitanga Fund, a venture capital fund based in Brazil, since May 2011 and served as a consultant to Votorantim Novos Negócios Ltda., the private equity arm of Votorantim Group, a large Brazilian industrial group, from June 2010 to February 2015. From 2001 to May 2010, Dr. Reinach was a General Partner at Votorantim Novos Negócios Ltda. Before joining Votorantim, he was involved in the creation of two companies, Genomic Engenharia Molecular Ltda., a molecular diagnostic laboratory, and .ComDominio S/A, a datacenter company. Dr. Reinach holds a Bachelor of Science degree in biology from the University of São Paulo and a Doctor of Philosophy degree in Cell and Molecular Biology from Cornell University Medical College. Dr. Reinach’s experience with Brazilian business practices enables him to provide important insight and guidance to our management team and Board and to assist management with establishing and developing operations in Brazil. 9 HH Sheikh Abdullah bin Khalifa Al Thani (“HH”) has been a member of the Board since March 2012. HH has served as Special Advisor to the Emir since his appointment in April 2007, and was Prime Minister of Qatar from October 1996 to April 2007. HH has served as Chairman of the board of directors of Qatar Investment and Projects Development Holding Company, a Qatari investment group, since March 2011 and as Chairman of the board of directors of Specialized International Services (SIS) Qatar, a business investment company, since October 2011. HH graduated from the Royal Military Academy Sandhurst. HH brings the Board and our management team extensive experience in project development and investment, and his international stature and resources provide us with potential additional opportunities to build and finance our business. Arrangements Concerning Selection of Directors There are no arrangements between any of the nominees and any other party pursuant to which such nominee has been selected as a nominee for election at the annual meeting other than our arrangements with Maxwell regarding the nomination of Dr. Chua described below. In February 2012, pursuant to a Letter Agreement (the “Letter Agreement”) in connection with a sale of our common stock to certain investors including Biolding Investment SA (“Biolding”), Naxyris SA, an investment vehicle owned by Naxos Capital Partners SCA Sicar (“Naxos”), and Maxwell, we agreed to appoint to the Board certain persons designated by each such investor. Under the Letter Agreement, we agreed to appoint, and to use reasonable efforts consistent with the Board’s fiduciary duties, to cause the re-nomination by the Board in the future: • • • One person designated by Biolding to serve as a member of the Board. Pursuant to the Letter Agreement, Biolding (an affiliate of HH) designated HH to serve on the Board. Biolding purchased 2,595,155 shares our common stock in the offering. Biolding’s designation rights terminate upon a sale of Amyris or upon Biolding holding less than 2,595,155 shares of our common stock. As of March 15, 2015, Biolding beneficially owned 7,484,601 shares of our common stock, representing approximately 9.5% of our outstanding common stock. One person designated by Naxos to serve as a member of the Board. Pursuant to the Letter Agreement, Naxos designated Ms. Piwnica (who was already on the Board) to serve as the Naxos representative on the Board. Naxos purchased 1,730,103 shares of our common stock in the offering. Naxyris’ designation rights terminate upon a sale of Amyris or Naxos holding less than 1,730,103 shares of our common stock. As of March 15, 2015, Naxos beneficially owned 5,639,398 shares of our common stock, representing approximately 7.1% of our outstanding common stock. One person designated by Maxwell to serve as a member of the Board. Maxwell later designated Dr. Chua to serve as the Maxwell representative on the Board. Maxwell purchased 2,595,155 shares our common stock in the offering. Maxwell’s designation rights terminate upon a sale of Amyris, Maxwell holding less than 2,595,155 shares of our common stock. As of March 15, 2015, Maxwell beneficially owned 39,781,036 shares of our common stock, representing approximately 36.6% of our outstanding common stock (this includes the assumed conversion of certain convertible promissory notes held by Maxwell, as described below under the Section titled “Security Ownership of Certain Beneficial Owners and Management”). Mr. Doerr was appointed to the Board by Kleiner Perkins Caufield & Byers pursuant to a voting agreement as most recently amended and restated on June 21, 2010. As of the date of this Proxy Statement, notwithstanding the expiration of the voting agreement upon completion of our initial public offering in September 2010, Mr. Doerr continues to serve on the Board and we expect him to continue to serve as a director until his resignation or until his successor is duly elected by the holders of our common stock. Mr. Boisseau was designated to serve on the Board by Total under a letter agreement between Amyris and Total. In June 2010, we issued Series D preferred stock to Total that converted into shares of our common stock upon the completion of our initial public offering in September 2010. In connection with such equity investment, we agreed to appoint a person designated by Total to serve as a member of the Board, and to use reasonable efforts, consistent with the Board’s fiduciary duties, to cause the director designated by Total to be re-nominated by the Board in the future. These designation rights terminate upon 10 the earlier of Total holding less than half of the shares of common stock issued upon conversion of the Series D preferred stock or a sale of Amyris. As of March 15, 2015, Total beneficially owned 22,796,507 shares of our common stock, representing approximately 25.8% of our outstanding common stock (this includes the assumed conversion of certain convertible promissory notes held by Total, as described below under the Section titled “Security Ownership of Certain Beneficial Owners and Management”). Independence of Directors Under the corporate governance rules of The NASDAQ Stock Market (“NASDAQ”), a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. Our Board and the Nominating and Governance Committee of the Board consult with our legal counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in the applicable NASDAQ rules. The NASDAQ criteria include various objective standards and a subjective test. A member of the Board is not considered independent under the objective standards if, for example, he or she is, or at any time during the past three years was, employed by Amyris, he or she received compensation (other than standard compensation for Board service) in excess of $120,000 during a period of twelve months within the past three years, or he or she is an executive officer of any organization to which Amyris made, or from which the Amyris received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s gross revenues for that year, or $200,000, whichever is more (other than payments arising solely from investments in our securities or payments under non-discretionary charitable contribution matching programs). Mr. Melo is not deemed independent because he is an Amyris employee. Mr. Boisseau is not deemed independent because he is an officer of Total S.A., an affiliate of Total (with which we have a joint venture arrangement that may involve annual payments exceeding 5% of our yearly gross revenues and $200,000, as described in more detail later in this Proxy Statement under the caption “Transactions with Related Persons”). Dr. Yang is not deemed independent because, prior to serving on the Board, Dr. Yang worked as a consultant to the Company from September 2013 through July 2014 and received compensation in excess of $120,000 during such period for such services. The subjective test under the NASDAQ criteria for director independence requires that each independent director not have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The subjective evaluation of director independence by the Board was made in the context of the objective standards referenced above. In making independence determinations, financial and professional services, and other transactions and relationships between Amyris and each director and his or her family members and affiliated entities. For each of the directors other than Messrs. Boisseau and Melo and Dr. Yang, the Board determined that none of the transactions or other relationships exceeded NASDAQ objective standards and none would otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making this determination, the Board considered certain relationships that did not exceed NASDAQ objective standards and determined that none of these relationships would interfere with the exercise of independent judgment by the director in carrying out his or her responsibilities as a director. The following is a description of these relationships: the Board generally considers commercial, • Dr. Chua was designated to serve as our director by Maxwell. As of March 15, 2015, Maxwell beneficially owned 39,781,036 shares of our common stock, which represented approximately 36.6% of our outstanding common stock. Dr. Chua is a project director for the Temasek Life Sciences Institute (an affiliate of Maxwell) and Deputy Chairman, Board of Directors, for the Temasek Life Sciences Laboratory (an affiliate of Maxwell). He is also Chief Scientific Advisor of Wilmar International Limited, a collaboration partner of Amyris. • Mr. Doerr is a manager of the general partners of entities affiliated with KPCB Holdings, Inc. As of March 15, 2015, KPCB Holdings, Inc., as nominee for entities affiliated with Kleiner Perkins Caufield & Byers, held 4,183,224 shares of our common stock, which represented approximately 5.3% of our outstanding common stock. In addition, as of March 15, 2015, Mr. Doerr beneficially owned 7,220,345 shares of our common stock (including 3,937,217 shares held by KPCB Holdings, Inc. as nominee, and 3,271,128 other shares beneficially owned by Mr. Doerr, including shares issued directly to Mr. Doerr and held by a trust and an investment entity under Mr. Doerr’s control), which represented approximately 9.1% of our outstanding common stock. 11 • Dr. Duyk is a partner of TPG Biotech, an affiliate of TPG Biotechnology Partners II, L.P. As of March 15, 2015, TPG Biotechnology Partners II, L.P. beneficially owned 3,978,660 shares of our common stock, which represented approximately 5.0% of our outstanding common stock. • Ms. Piwnica was designated to serve as our director by Naxyris SA. As of March 15, 2015, Naxyris SA beneficially owned 5,639,398 shares of our common stock, which represented approximately 7.1% of our outstanding common stock. • • Dr. Reinach was an affiliate of the parent company of Lit Tele LLC during 2010 and continues to have a consulting relationship with such company. As of January 15, 2015, Lit Tele was the record owner of 1,463,793 shares of our common stock, representing approximately 1.8% of our outstanding common stock. Additionally, Dr. Reinach is the sole director of Sualk Capital Ltd, which purchased 170,397 shares of our common stock in private placement offerings during 2012. HH indirectly owns, and was designated to serve as our director by, Biolding. As of March 15, 2015, Biolding beneficially owned 7,484,601 shares of our common stock, representing approximately 9.5% of our outstanding common stock. Maxwell, Naxyris SA, TPG Biotechnology Partners II, L.P., entities affiliated with KPCB Holdings, Inc. and Lit Tele LLC, purchased shares of our predecessor’s preferred stock in a series of preferred stock financings completed during the period from May 2006 through January 2010, and such preferred stock converted to common stock on completion of our initial public offering. Consistent with these considerations, after review of all relevant transactions and relationships between each director, any of his or her family members, Amyris, our executive officers and our independent registered public accounting firm, the Board affirmatively determined that a majority of our Board is comprised of independent directors, and that the following directors are independent: Nam-Hai Chua, John Doerr, Geoffrey Duyk, Carole Piwnica, Fernando de Castro Reinach, HH and R. Neil Williams. Board Leadership Structure Our Board is composed of our Chief Executive Officer, John Melo, and nine non-management directors. Geoffrey Duyk, one of our independent directors, currently serves the principal Board leadership role as the Board’s interim Chair. Our Board expects to appoint an independent director as permanent Chair. The Board does not have any policy that the Chair must necessarily be separate from the chief executive officer, but the Board appointed Dr. Duyk as interim Chairman in May 2014 until a permanent Chair could be identified. Dr. Duyk’s (and his successor’s) responsibilities as Chairman include providing input on Board agendas and working with management to develop agendas for meetings, calling special meetings of the Board, presiding at executive sessions of independent Board members, gathering input from Board members on chief executive officer performance and providing feedback to the chief executive officer, and gathering input from Board members after meetings and through an annual self-assessment process and communicating feedback to the Board and the Chief Executive Officer, as appropriate, and serving as Chief Executive Officer in the absence of another designated Chief Executive Officer. The Board believes that having an independent Chair helps reinforce the Board’s independence from management in its oversight of our business and affairs. In addition, the Board believes that this structure helps to create an environment that is conducive to objective evaluation and oversight of management’s performance and related compensation, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in our best interests and those of our stockholders. Further, this structure permits our Chief Executive Officer to focus on the management of our day-to-day operations. Accordingly, we believe our current Board leadership structure contributes to the effectiveness of the Board as a whole and, as a result, is the most appropriate structure for us at the present time. Role of the Board in Risk Oversight We consider risk as part of our regular consideration of business strategy and decisions. Assessing and managing risk is the responsibility of our management, which establishes and maintains risk management processes, including prioritization processes, action plans and mitigation measures, designed to balance the risk and benefit of opportunities and strategies. It is management’s responsibility to anticipate, identify and communicate risks to the Board and/or its committees. The Board as a whole oversees our risk management 12 systems and processes, as implemented by management and the Board’s committees. As part of its oversight role, the Board has established an enterprise risk management process that involves management discussions with and updates to members of the Audit Committee regarding enterprise risk prioritization and mitigation. In addition, the Board uses its committees to assist in its risk oversight function as follows: • • • The Audit Committee has responsibility for overseeing our financial controls and risk and legal and regulatory matters. The Leadership Development and Compensation Committee is responsible for oversight of risk associated with our compensation plans. The Nominating and Governance Committee is responsible for oversight of Board processes and corporate governance related risks. The Board receives regular reports from committee Chairs regarding the committees’ activities. In addition, discussions with the Board about our strategic plan and objectives, business results, financial condition, compensation programs, strategic transactions, and other business discussed with the Board, include a discussion of the risks associated with the particular item under consideration. Meetings of the Board and Committees During fiscal year 2014, our Board had six meetings, and its three standing committees (the Audit Committee, Leadership Development and Compensation Committee, and Nominating and Governance Committee) collectively had 15 meetings. With the exception of Dr. Levinson (who departed the Board in May 2014), HH, and Mr. Boisseau (who was unable to attend two meetings for the reasons described below), each incumbent director attended at least 75% of the meetings (held during the period that such director served) of the Board and the committees on which such director served in fiscal year 2014. Mr. Boisseau did not attend two meetings because the meetings were to address transactions relating to Total; if he had been able to attend those meetings, he would have attended all of the Board meetings held during 2014. The Board’s policy is that directors are encouraged to attend our annual meetings of stockholders. One director attended our 2014 annual meeting of stockholders. The following table provides membership and meeting information for the Board and its committees in fiscal year 2014: Member of the Board in Fiscal Year 2014 Philippe Boisseau(1) . . . . . . . . . . . . . . . . . . . . . . . . . . Nam-Hai Chua, Ph.D . . . . . . . . . . . . . . . . . . . . . . . . John Doerr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Geoffrey Duyk, M.D., Ph.D(2) . . . . . . . . . . . . . . . . . . Arthur Levinson, Ph.D(3) . . . . . . . . . . . . . . . . . . . . . . John Melo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Carole Piwnica . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fernando de Castro Reinach, Ph.D . . . . . . . . . . . . . . . HH Sheikh Abdullah bin Khalifa Al Thani(4) . . . . . . . . R. Neil Williams . . . . . . . . . . . . . . . . . . . . . . . . . . . . Patrick Yang, Ph.D.(5) . . . . . . . . . . . . . . . . . . . . . . . . Total meetings in fiscal year 2014(6) . . . . . . . . . . . . . . . Board Audit Committee Leadership Development and Compensation Committee Nominating and Governance Committee X X X X X X X X X X X 6 X X Chair X X Chair Chair 6 6 X 3 (1) Mr. Boisseau attended four of six Board meetings held during the year. Mr. Boisseau did not attend two meetings because the meetings were to address transactions relating to Total. 13 (2) Dr. Duyk assumed the role of interim Chair of the Board in May 2014 following Dr. Levinson’s resignation. (3) Dr. Levinson resigned from the Board in May 2014. Dr. Levinson attended one of three Board meetings that were held prior to his resignation. (4) HH attended three of six Board meetings held during the year. (5) Dr. Yang was appointed to the Board, effective July 2014 following Dr. Levinson’s resignation in May 2014. (6) Includes one concurrent meeting of the Board and Leadership Development and Compensation Committee. Committees of the Board Our Board has established an Audit Committee, a Leadership Development and Compensation Committee, and a Nominating and Governance Committee, each as described below. Members serve on these committees until their resignations or until otherwise determined by the Board. Audit Committee The Audit Committee was established by the Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and assists the Board in fulfilling the Board’s oversight of our accounting and system of internal controls, the quality and integrity of our financial reports, and the retention, independence and performance of our independent registered public accounting firm. Under NASDAQ rules, we must have an audit committee of at least three members, each of whom must be independent as defined under the rules and regulations of NASDAQ the Securities and Exchange Commission (the “SEC”) rules and regulations. Our Audit Committee is currently composed of three directors: Mr. Williams and Drs. Duyk and Reinach. Mr. Williams is the Chair of the Audit Committee. The composition of the Audit Committee meets the requirements for independence under current NASDAQ and SEC rules and regulations. The Board has determined that each member of the Audit Committee is independent (as defined in the relevant NASDAQ and SEC rules and regulations), and is financially literate and able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, the Board has determined that Mr. Williams is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”) with employment experience in finance and accounting and other comparable experience that results in his financial sophistication. Being an “audit committee financial expert” does not impose on Mr. Williams any duties, obligations or liabilities that are greater than are generally imposed on him as a member of the Audit Committee and the Board. The Board has adopted a written charter for our Audit Committee that is posted on our company website at http://investors.amyris.com/governance.cfm. The Audit Committee performs the following functions: • • • • • oversees our accounting and financial reporting processes and audits of our consolidated financial statements; oversees our relationship with our independent auditors, including appointing and changing our independent auditors and ensuring their independence; reviews and approves the audit and permissible non-audit services to be provided to us by our independent auditors; facilitates communication among the independent auditors, our financial and senior management, and the Board; and monitors the periodic reviews of processes and systems of internal control. the adequacy of our accounting and financial reporting 14 In addition, the Audit Committee generally reviews and approves any proposed transaction between Amyris and any related party, establishes procedures for receipt, retention and treatment of complaints received by Amyris regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of Amyris, of their concerns regarding questionable accounting or auditing matters (including administration of our whistleblower policy established by the Nominating and Governance Committee), and oversees the review of any complaints and submissions received through the complaint and anonymous reporting procedures. Leadership Development and Compensation Committee Under NASDAQ rules, compensation of the executive officers of a company must be determined, or recommended to the Board for determination, either by independent directors constituting a majority of the Board’s independent directors in a vote in which only independent directors participate, or by a compensation committee composed solely of independent directors. Amyris has established the Leadership Development and Compensation Committee for such matters, which is currently composed of three directors: Mr. Doerr, Ms. Piwnica and Dr. Chua. Ms. Piwnica is the Chair of the Leadership Development and Compensation Committee. The Board has determined that each member of the Leadership Development and Compensation Committee is independent (as defined in the relevant NASDAQ and SEC rules and regulations). The Board has adopted a written charter for our Leadership Development and Compensation Committee that is posted on our company website at http://investors.amyris.com/ governance.cfm. The purpose of the Leadership Development and Compensation Committee is to provide guidance and periodic monitoring for all of our compensation, benefit, perquisite and employee equity programs. The Leadership Development and Compensation Committee, through delegation from the Board, has principal responsibility to evaluate, recommend, approve and review executive officer and director compensation arrangements, plans, policies and programs maintained by Amyris and to administer our cash-based and equity-based compensation plans, and may also make recommendations to the Board regarding the Board’s remaining responsibilities relating to executive compensation. The Leadership Development and Compensation Committee discharges the responsibilities of the Board relating to compensation of our executive officers, and, among other things: • • • • • • reviews and approves the compensation of our executive officers; reviews and recommends to the Board the compensation of our directors; reviews and approves the terms of any compensation agreements with our executive officers; administers our stock and equity incentive plans; reviews and makes recommendations to the Board with respect to incentive compensation and equity plans; and establishes and reviews our overall compensation strategy. The Leadership Development and Compensation Committee also reviews the Compensation Discussion and Analysis section of our Annual Report on Form 10-K and Proxy Statement and recommends to the Board whether it be included in the Proxy Statement, and prepares a report of the Leadership Development and Compensation Committee for inclusion in the Annual Report on Form 10-K and Proxy Statement for our annual meetings in accordance with SEC rules. The Leadership Development and Compensation Committee has authority to form and delegate authority to subcommittees, as appropriate. The Board has established a Management Committee for Employee Equity Awards, consisting of our Chief Human Resources Officer and our Chief Executive Officer. This committee may grant stock awards to employees who are not officers (as that term is defined in Section 16 of the Exchange Act and Rule 16a-1 promulgated under the Exchange Act) of Amyris, provided that this committee is authorized to grant only stock awards that meet stock award grant guidelines approved by the Board or Leadership Development and Compensation Committee. These guidelines set forth, among other things, any limit imposed by the 15 Board or Leadership Development and Compensation Committee on the total number of shares that may be subject to equity awards granted to employees by the Management Committee for Employee Equity Awards, and any requirements as to the size of an award based on the seniority of an employee or other factors. Under its charter, the Leadership Development and Compensation Committee, has the authority, at the expense of Amyris, to retain legal and other consultants, accountants, experts and advisors of its choice to assist the Leadership Development and Compensation Committee in connection with its functions. During the past the Leadership Development and Compensation Committee engaged Compensia, Inc. as its compensation consultant. (Compensia also served as the Committee’s compensation consultant for 2012 and 2013.) Compensia provided the following services during fiscal year 2014 (or in connection with 2014 compensation): fiscal year, • • • • • • • • reviewed and provided recommendations on composition of the Peer Group, and provided compensation data relating to executives at the selected Peer Group companies; conducted a review of the total compensation arrangements for all executive officers of Amyris; provided advice on executive officers’ compensation, including composition of compensation for base pay, short-term incentive (cash bonus) plan and long-term incentive (equity) plans; provided advice on executive officers’ cash bonus plan; assisted with executive equity program design, including analysis of equity mix, aggregate share usage and target grant levels; provided advice and recommendations regarding executive prerequisites including our executive severance and change in control plan; conducted a Board compensation review and provided recommendations to the Leadership Development and Compensation Committee regarding director pay structure; and updated the Leadership Development and Compensation Committee on emerging trends/best practices in the area of executive and board compensation, including equity and cash compensation. Compensia (including its affiliates) did not perform any services for us or any of our affiliates other than compensation consulting services related to determining or recommending the form or amount of executive and director compensation, designing and implementing incentive plans, and providing information on industry and Peer Group pay practices, which services were provided directly to the Leadership Development and Compensation Committee. The committee approved all such services performed by Compensia during 2014 and determined in connection with such approvals that Compensia did not have any relationships with Amyris or any of its officers or directors (other than the approved compensation consulting services) or any conflicts of interest that would impair its independence. The Human Resources, Finance and Legal departments of Amyris work with our Chief Executive Officer to design and develop new compensation programs applicable to executive officers and directors, to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data, to prepare peer compensation comparisons and other committee briefing materials, and to implement the decisions of the Leadership Development and Compensation Committee. Members of these departments and our Chief Executive Officer also meet separately with Compensia to convey information on proposals that management may make to the Leadership Development and Compensation Committee, as well as to allow Compensia to collect information about Amyris to develop its recommendations. In addition, our Chief Executive Officer conducts reviews of the performance and compensation of the other executive officers, and based on these reviews and input from Compensia, and our Human Resources department, makes recommendations regarding executive compensation (other than his own) directly to the Leadership Development and Compensation Committee. For the Chief Executive Officer’s compensation, the Chief Human Resources Officer works directly with the Leadership Development and Compensation Committee chair, as well as Compensia and the Human Resources, Finance and Legal Departments of Amyris to 16 design, develop, recommend to the Committee and implement the above compensation analysis and programs, as well as review the performance of the Chief Executive Officer. None of our executive officers participated in the determinations or deliberations of the Leadership Development and Compensation Committee regarding the amount of any component of his or her own fiscal year 2014 compensation. Nominating and Governance Committee Under NASDAQ rules, director nominees must be selected, or recommended for the Board’s selection, either by independent directors constituting a majority of the Board’s independent directors, or by a nominations committee composed solely of independent directors. Amyris has established the Nominating and Governance Committee for such matters, which is currently composed of two directors: Mr. Doerr and Ms. Piwnica. Mr. Doerr is the Chair of the Nominating and Governance Committee. The Board has determined that each member of the Nominating and Governance Committee is independent (as defined in the relevant NASDAQ and SEC rules and regulations). The Board has adopted a written charter for our company website at http:// Nominating and Governance Committee investors.amyris.com/corporate-governance.cfm. is posted on our that The purpose of the Nominating and Governance Committee is to ensure that the Board is properly constituted to meet its fiduciary obligations to stockholders and Amyris, and to assist the Board with respect to corporate governance matters, including: • • • identifying, considering and nominating candidates for membership on the Board; developing, recommending and periodically reviewing corporate governance guidelines and policies for Amyris (including our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Whistleblower Policy and Insider Trading Policy); and advising the Board on corporate governance matters and Board performance matters, including recommendations regarding the structure and composition of the Board and Board committees. The Nominating and Governance Committee also monitors the size, leadership and committee structure of the Board and makes any recommendations for changes to the Board, reviews our narrative disclosures in SEC filings regarding the director nomination process, Board leadership structure and risk oversight by the Board, considers and approves any requested waivers under our Code of Business Conduct and Ethics, reviews and makes recommendations to the Board regarding formal procedures for stockholder communications with members of the Board, reviews with the Chief Executive Officer and Board leadership the succession plans for senior management positions, and oversees an annual self-evaluation process for the Board. Director Nomination Process In carrying out its duties to consider and nominate candidates for membership on the Board, the Nominating and Governance Committee considers a mix of perspectives, qualities and skills that would contribute to the overall corporate goals and objectives of Amyris and to the effectiveness of the Board. The Nominating and Governance Committee’s goal is to nominate directors who will provide a balance of industry, business and technical knowledge, experience and capability. To this end, the Nominating and including Governance Committee considers a variety of demonstrated ability to exercise sound business judgment, relevant industry or business experience, understanding of and experience with issues and requirements facing public companies, excellence and a record of professional achievement in the candidate’s field, relevant technical knowledge or aptitude, having sufficient time and energy to devote to the affairs of Amyris, independence for purposes of compliance with NASDAQ and SEC rules and regulations as applicable, and commitment to rigorously represent the long-term interests of our stockholders. Although the Nominating and Governance Committee uses these and other criteria to evaluate potential nominees, we have no stated minimum criteria for nominees. While we do not have a formal policy with regard to the consideration of diversity in identifying director nominees, the Nominating and Governance Committee strives to nominate directors with a variety of complementary skills and experience so that, as a group, the Board will possess the appropriate talent, skills and experience to oversee our business. for director candidates, characteristics 17 The Nominating and Governance Committee generally uses the following processes for identifying and evaluating nominees for director: • • In the case of incumbent directors, the Nominating and Governance Committee reviews the director’s overall service to Amyris during such director’s term, including performance, effectiveness, participation and independence. In seeking to identify new director candidates, the Nominating and Governance Committee may use its network of contacts to compile a list of potential candidates and may also engage, if deemed appropriate, a professional search firm. The committee would conduct any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The committee would then meet to discuss and consider the candidates’ qualifications and select nominees for recommendation to the Board by majority vote. The Nominating and Governance Committee will consider director candidates recommended by stockholders and will use the same criteria to evaluate all candidates. We have not received a recommendation for a director nominee for the 2015 annual meeting from a stockholder or stockholders. Stockholders who wish to recommend individuals for consideration by the Nominating and Governance Committee to become nominees for election to the board may do so by delivering a written recommendation to the Nominating and Governance Committee at the following address: Chair of the Nominating and Corporate Governance Committee c/o Secretary of Amyris, Inc. at 5885 Hollis Street, Suite 100, Emeryville, California 94608, at least 120 days prior to the anniversary date of the mailing of our Proxy Statement for the last annual meeting of stockholders, which for our 2016 annual meeting of stockholders is a deadline of December 8, 2015. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience and directorships for at least the previous five years, complete biographical the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record owner of our common stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. information, a description of Stockholder Nominations Stockholders who wish to nominate persons directly for election to the Board at an annual meeting of stockholders must meet the deadlines and other requirements set forth in our bylaws and the rules and regulations of the SEC. As provided in our certificate of incorporation, subject to the rights of the holders of any series of preferred stock, any vacancy occurring in the Board can generally be filled only by the affirmative vote of a majority of the directors then in office. The director appointed to fill the vacancy will hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which the director has been assigned expires or until such director’s successor shall have been duly elected and qualified. Stockholder Communications with Directors The Board has established a process by which stockholders may communicate with the Board or any of its members, including the Chairman of the Board, or to the independent directors generally. Stockholders and other interested parties who wish to communicate with the Board or any of the directors may do so by sending written communications addressed to the Secretary of Amyris at 5885 Hollis Street, Suite 100, Emeryville, California 94608. The Board has directed that all communications will be compiled by the Secretary and submitted to the Board or the selected group of directors or individual directors on a periodic basis. These communications will be reviewed by our Secretary, who will determine whether they should be presented to the Board. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements and solicitations). The screening procedures have been approved by a majority of the non-management directors of the Board. Directors may at any time request that we forward to them immediately all communications received by us. All communications directed to the Audit Committee in accordance with the procedures described above that relate to accounting, internal accounting controls or auditing matters involving Amyris will be promptly and directly forwarded to all members of the Audit Committee. 18 PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM General The Audit Committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015, and has further directed that management submit the selection of an independent registered public accounting firm for ratification by the stockholders at the annual meeting. PricewaterhouseCoopers LLP has been engaged as our independent registered public accounting firm since December 2006. We expect representatives of PricewaterhouseCoopers LLP to be present at the annual meeting, and they will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. Neither our bylaws nor other governing documents or law require stockholder ratification of the selection of our independent registered public accounting firm. However, the Audit Committee is submitting the selection of PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, Audit Committee will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of Amyris and our stockholders. Vote Required and Board Recommendation Ratification of the selection of PricewaterhouseCoopers LLP requires the affirmative vote of a majority of the votes of the holders of shares present in person or represented by proxy and entitled to vote at the annual meeting. Abstentions will be counted toward the vote total for the proposal and will have the same effect as negative votes. The Board recommends a vote “FOR” this Proposal Independent Registered Public Accounting Firm Fee Information During fiscal years 2014 and 2013, PricewaterhouseCoopers LLP served as our principal accountant for the audit of our annual financial statements and for the review of our financial statements included in our Quarterly Reports on Form 10-Q. The following table represents aggregate fees billed or to be billed to us by PricewaterhouseCoopers LLP for services performed for the fiscal years ended December 31, 2014 and December 31, 2013 (in thousands): Fee Category Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Audit-Related Fees Tax Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 $1,233 290 9 — $1,532 2013 $1,527 72 9 — $1,608 Fiscal Year Ended The “Audit Fees” category includes aggregate fees billed in the relevant fiscal year for professional services rendered for the audit of annual financial statements and review of financial statements included in Quarterly Reports on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years. The “Audit-Related Fees” category includes aggregate fees billed in the relevant fiscal year for assurance and related services that are reasonably related to the performance of the audit or review of financial statements and that are not reported under the “Audit Fees” category. The audit-related fees above include fees billed in the fiscal years ended December 31, 2014 and 2013 for attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. 19 The “Tax Fees” category includes aggregate fees billed in the relevant fiscal year for professional services for tax compliance, tax advice and tax planning. The “All Other Fees” category includes aggregate fees billed in the relevant fiscal year for products and services provided by the principal accountant other than the services reported under the other categories described above. We did not incur any fees in this category in the years ended December 31, 2014 or 2013. Audit Committee Pre-Approval of Services Performed by our Independent Registered Public Accounting Firm The Audit Committee’s charter requires it to approve all fees and other compensation paid to, and pre-approve, all audit and non-audit services performed by, the independent registered public accounting firm. The charter permits the Audit Committee to delegate pre-approval authority to one or more members of the Audit Committee, provided that any pre-approval decision is reported to the Audit Committee at its next scheduled meeting. To date, the Audit Committee has not delegated such pre-approval authority. services In determining whether to be performed by to approve audit and non-audit PricewaterhouseCoopers LLP, the Audit Committee takes into consideration the fees to be paid for such services and whether such fees would affect the independence of the independent registered public accounting firm in performing its audit function. In addition, when determining whether to approve non-audit services to be performed by PricewaterhouseCoopers LLP, the Audit Committee considers whether the performance of such services is compatible with maintaining the independence of PricewaterhouseCoopers LLP in performing its audit function, and confirms that the non-audit services will not include the prohibited activities set forth in Section 201 of the Sarbanes-Oxley Act of 2002. Except for the due diligence services described above under “Audit-Related Fees” and the tax services described above under “Tax Fees” (each of which were pre-approved by the Audit Committee in accordance with its policy) no non-audit services were provided by PricewaterhouseCoopers LLP in 2014 or 2013. All fees paid to, and all services provided by, PricewaterhouseCoopers LLP during fiscal years 2014 and 2013 were pre-approved by the Audit Committee in accordance with the pre-approval procedures described above. REPORT OF THE AUDIT COMMITTEE* The Audit Committee has reviewed and discussed with management our audited consolidated financial statements for the fiscal year ended December 31, 2014. The Audit Committee has also discussed with PricewaterhouseCoopers LLP, our independent registered public accounting firm, the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Audit Committee has received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence. Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 for filing with the Securities and Exchange Commission. Amyris, Inc. Audit Committee of the Board R. Neil Williams (Chair) Geoffrey Duyk Fernando Reinach * The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Amyris under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing unless expressly incorporated into such subsequent filing. 20 Corporate Governance Principles CORPORATE GOVERNANCE The Board has adopted written Corporate Governance Principles to provide the Board and its committees with operating principles designed to enhance the effectiveness of the Board and its committees, to establish good Board and Committee governance, and to establish the responsibilities of management and the Board in supporting the Board’s activities. The Corporate Governance Principles set forth a framework for Amyris’ governance practices, including composition of the Board, director nominee selection, Board membership criteria, director compensation, Board education, meeting responsibilities, independent directors, standing Board access to employees and information, executive sessions of committees and their functions, and responsibilities of management. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees of Amyris as required by NASDAQ governance rules. Our Code of Business Conduct and Ethics includes a section entitled “Code of Ethics for Chief Executive Officer and Senior Financial Officers,” providing additional principles for ethical leadership and a requirement that such individuals foster a culture throughout Amyris that helps ensure the fair and timely reporting of our financial results and condition. Our Code of Business Conduct and Ethics is available on the corporate governance section of our website at http://investors.amyris.com/corporate-governance.cfm. Stockholders may also obtain a print copy of our Code of Business Conduct and Ethics and our Corporate Governance Guidelines by writing to the Secretary of Amyris at 5885 Hollis Street, Suite 100, Emeryville, California 94608. If we make any substantive amendments to, or waivers from, a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, we will promptly disclose the nature of the amendment or waiver on the corporate governance section of our website at http://investors.amyris.com/ corporate-governance.cfm. 21 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information with respect to the beneficial ownership of our common stock, as of March 15, 2015, by: • • • • each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our voting securities; each of our directors; each of our named executive officers; and all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes any shares over which the individual or entity has sole or shared voting power or investment power. These rules also treat as outstanding all shares of capital stock that a person would receive upon exercise of stock options held by that person that are immediately exercisable or exercisable within 60 days of the date on which beneficial ownership is determined. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The information does not necessarily indicate beneficial ownership for any other purpose. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, to our knowledge the persons named in the table below have sole voting and investment power with respect to all shares of common stock attributed to them in the table. Information with respect to beneficial ownership has been furnished to us by each director and executive officer and certain stockholders, and derived from publicly-available SEC beneficial ownership reports on Forms 3 and 4 and Schedules 13G filed by covered beneficial owners of our common stock. Percentage ownership of our common stock in the table is based on 79,222,633 shares of our common stock outstanding on March 15, 2015. Except as otherwise set forth below, the address of the beneficial owner is c/o Amyris, Inc., 5885 Hollis Street, Suite 100, Emeryville, California 94608. Name and Address of Beneficial Owner 5% Stockholders Maxwell (Mauritius) Pte Ltd.(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Energies Nouvelles Activités USA(2) . . . . . . . . . . . . . . . . . . . . . . Entities affiliated with FMR LLC(3) . . . . . . . . . . . . . . . . . . . . . . . . . . Biolding Investment SA(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Naxyris SA(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Entities affiliated with Kleiner Perkins Caufield & Byers(6) . . . . . . . . . . . TPG Funds(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Directors and Named Executive Officers John Melo(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Philippe Boisseau(2)(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nam-Hai Chua(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John Doerr(6)(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Geoffrey Duyk(7)(12) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Carole Piwnica(5)(13) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fernando de Castro Reinach(14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HH Sheikh Abdullah bin Khalifa Al Thani(4)(15) . . . . . . . . . . . . . . . . . . R. Neil Williams(16) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of Shares Beneficially Owned (#) Percent of Class (%) 39,781,036 22,796,507 12,495,260 7,484,601 5,639,398 4,183,224 3,978,660 1,488,634 22,796,507 39,333 7,220,345 41,000 50,000 220,397 7,525,601 25,333 36.6 25.8 14.4 9.5 7.1 5.3 5.0 1.8 25.8 * 9.1 * * * 9.5 * 22 Name and Address of Beneficial Owner Patrick Yang(17) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Joel Cherry(18) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Paulo Diniz(19) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nicholas Khadder(20) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Susanna McFerson(21) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All Directors and Executive Officers as a Group (15 Persons)(22) . . . . . . . Number of Shares Beneficially Owned (#) Percent of Class (%) 158,000 644,106 500,686 244,450 141,507 41,295,899 * * * * * 50.0 * Represents beneficial ownership of less than 1%. (1) Includes 29,427,558 shares of common stock that may be issuable upon conversion of certain convertible promissory notes held by Maxwell. Maxwell (Mauritius) Pte Ltd (or Maxwell) is wholly owned by Cairnhill Investments (Mauritius) Pte Ltd, which is wholly owned by Fullerton Management Pte Ltd, which is wholly owned by Temasek Holdings (Private) Limited. Each of these entities possesses shared voting and investment control over the shares held by Maxwell. The address of for these entities is 60B Orchard Road, #06-18 Tower 2, The Atrium @ Orchard, Singapore 238891. (2) Includes 9,179,295 shares of common stock that may be issuable upon conversion of certain convertible promissory notes held by Total. The address of Total Energies Nouvelles Activités USA (or Total) is 2, Place Jean Millier, 92078 Paris La Défense CEDEX, France. (3) Entities affiliated with FMR LLC hold certain of our outstanding convertible promissory notes and we believe that a portion of the common stock reported as beneficially owned by FMR LLC is represented by the shares of our common stock underlying such convertible promissory notes. However, we are unable to determine through publicly available information what portion of the beneficial ownership of common stock reported by FMR LLC is represented by such convertible promissory notes. Based on our internal records, entities affiliated with FMR LLC hold certain convertible promissory notes that, assuming conversion, would result in an aggregate amount of 7,265,889 shares of common stock (including shares paid in kind) convertible within 60 days of March 15, 2015. Members of the family of Edward C. Johnson 3d, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d, nor Abigail P. Johnson, has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds’ Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds’ Boards of Trustees. The address of FMR LLC is 245 Summer Street, Boston, MA 02210. (4) Biolding Investment SA is indirectly owned by HH Sheikh Abdullah bin Khalifa Al Thani, who shares voting and investment control over the shares held by such entity. The address for Biolding Investment SA is 11A Boulevard Prince Henri, L-1724, Luxembourg. (5) Naxyris SA, an investment vehicle owned by Naxos Capital Partners SCA Sicar. Ms. Piwnica is Director of NAXOS UK, which is affiliated with Naxos Capital Partners SCA Sicar. Ms. Piwnica disclaims beneficial ownership of all shares of Amyris common stock that are or may be beneficially owned by Naxyris SA or any of its affiliates. The address for Naxyris SA is 40 Boulevard Joseph II, L-1840, Luxembourg. (6) Includes 3,724,558 shares of common stock held by Kleiner Perkins Caufield & Byers XII, LLC (or KPCB XII), 67,952 shares held by KPCB XII Founders Fund, LLC (or KPCB XII Founders), 144,707 shares beneficially held by Clarus, LLC, whose manager is John Doerr, and 246,007 shares held by other individual managers. KPCB XII Associates, LLC is the managing member of KPCB XII, KPCB 23 (7) XII Founders and Clarus, LLC, and, as such, may also be deemed to possess sole voting and investment control over the shares held by such entities. Mr. Doerr is a manager of the KPCB XII Associates, LLC and, as such, has shared voting and investment control over the shares held by these entities. Mr. Doerr disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The shares are held for convenience in the name of “KPCB Holdings, Inc. as nominee” for the account of entities affiliated with Kleiner Perkins Caufield & Byers and others. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares. The address for Mr. Doerr and these entities is 2750 Sand Hill Road, Menlo Park, California 94025. Includes (i) 3,933,590 shares of common stock (the “TPG Biotech II Stock”) held by TPG Biotechnology Partners II, L.P., a Delaware limited partnership (“TPG Biotech II”), whose general partner is TPG Biotechnology GenPar II, L.P., a Delaware limited partnership, whose general partner is TPG Biotechnology GenPar II Advisors, LLC, a Delaware limited liability company (“GenPar II Advisors”) and (ii) 45,070 shares of common stock (the “TPG Biotech III Stock” and, together with the TPG Biotech II Stock, the “TPG Stock”) held by TPG Biotechnology Partners III, L.P., a Delaware limited partnership (“TPG Biotech III” and, together with TPG Biotech II, the “TPG Funds”), whose general partner is TPG Biotechnology GenPar III, L.P., a Delaware limited partnership, whose general partner is TPG Biotechnology GenPar III Advisors, LLC, a Delaware limited liability company (“GenPar III Advisors”). The sole member of each of GenPar II Advisors and GenPar III Advisors is TPG Holdings I, L.P., a Delaware limited partnership, whose general partner is TPG Holdings IA, LLC, a Delaware limited liability company, whose sole member is TPG Group Holdings (SBS), L.P., a Delaware limited partnership, whose general partner is TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”). Messrs. David Bonderman and James G. Coulter are officers and sole shareholders of Group Advisors, and may therefore be deemed to beneficially own the TPG Stock. Messrs. Bonderman and Coulter disclaim beneficial ownership of the TPG Stock except to the extent of their pecuniary interest therein. Dr. Duyk is a partner of TPG Biotech. TPG Biotech is affiliated with the TPG Funds. Dr. Duyk disclaims beneficial ownership of all of the TPG Stock that is or may be beneficially owned by the TPG Funds or any of their respective affiliates. The address for each of Group Advisors and Messrs. Bonderman and Coulter is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102. (8) Shares beneficially owned by Mr. Melo include (i) 4,299 shares of common stock, (ii) 475,999 restricted stock units, all of which were unvested as of March 15, 2015, and (iii) 1,008,336 shares of common stock issuable upon exercise of options that were exercisable within 60 days of March 15, 2015. If these options were exercised in full, 9,934 of these shares would be subject to a right of repurchase in our favor upon Mr. Melo’s cessation of service prior to vesting. (9) Shares beneficially owned by Mr. Boisseau represent 22,796,507 shares of common stock beneficially owned by Total. Mr. Boisseau is a member of the Executive Committee of Total S.A., the ultimate parent company of Total, and, as such, may be deemed to share voting or investment power over the securities held by Total. Mr. Boisseau holds no shares of Amyris directly and disclaims beneficial ownership of the common stock, except to the extent of his pecuniary interest therein, if any. (10) Shares beneficially owned by Dr. Chua include (i) 6,000 shares of common stock, (ii) 3,000 restricted stock units, all of which were unvested as of March 15, 2015, and (iii) 30.333 shares of common stock issuable upon exercise of options that were exercisable within 60 days of March 15, 2015. Dr. Chua was designated to serve as our director by Maxwell. Dr. Chua is not an affiliate of Maxwell and disclaims beneficial ownership of all shares of Amyris common stock that are or may be beneficially owned by Maxwell or any of its affiliates. (11) Shares beneficially owned by Mr. Doerr include (i) 9,000 shares of common stock, (ii) 3,221,625 shares of common stock held by Foris Ventures, LLC, in which Mr. Doerr indirectly owns all of the membership interests, (iii) 8,503 shares of common stock held by The Vallejo Ventures Trust U/T/A 2/12/96, of which Mr. Doerr is a trustee, (iv) 4,183,224 shares of common stock held by entities affiliated with Kleiner Perkins Caufield & Byers of which Mr. Doerr is an affiliate, excluding 246,007 shares over which Mr. Doerr has no voting or investment power, (v) 3,000 restricted stock units, all of which were unvested as of March 15, 2015, and (vi) 38,000 shares of common stock issuable upon exercise of options that were exercisable within 60 days of March 15, 2015. (12) Shares beneficially owned by Dr. Duyk include (i) 6,000 shares of common stock, (ii) 3,000 restricted stock units, all of which were unvested as of March 15, 2015, and (ii) 32,000 shares of common stock 24 issuable upon exercise of options that were exercisable within 60 days of March 15, 2015. Dr. Duyk is a partner of TPG Biotech. TPG Biotech is affiliated with TPG Biotechnology Partners II, L.P. and TPG Funds. Dr. Duyk disclaims beneficial ownership of all of the TPG holdings that are or may be beneficially owned by TPG Funds. (13) Shares beneficially owned by Ms. Piwnica include (i) 9,000 shares of common stock, (ii) 3,000 restricted stock units, all of which were unvested as of March 15, 2015, and (iii) 38,000 shares of common stock issuable upon exercise of options that were exercisable within 60 days of March 15, 2015. Ms. Piwnica is Director of NAXOS UK, a consulting firm advising private equity and was designated to serve as our director by Naxyris SA, an investment vehicle owned by Naxos Capital Partners SCA Sicar. NAXOS UK is affiliated with Naxos Capital Partners SCA Sicar. Ms. Piwnica disclaims beneficial ownership of all shares of Amyris common stock that are or may be beneficially owned by Naxyris SA or any of its affiliates. (14) Shares beneficially owned by Dr. Reinach include (i) 9,000 shares of common stock, (ii) 170,397 shares of common stock held by Sualk Capital Ltd, an entity for which Dr. Reinach serves as sole director, (iii) 3,000 restricted stock units all of which were unvested March 15, 2015, and (iv) 38,000 shares of common stock issuable upon exercise of options that were exercisable within 60 days of March 15, 2015. (15) Shares beneficially owned by His Highness include (i) 6,000 shares of common stock, (ii) 7,484,601 shares of common stock held by Biolding Investment SA, an entity indirectly owned by His Highness, (iii) 3,000 restricted stock units, all of which were unvested as of March 15, 2015, and (iv) 32,000 shares of common stock issuable upon exercise of options that were exercisable within 60 days of March 15, 2015. (16) Shares beneficially owned by Mr. Williams include (i) 3,000 shares of common stock, (ii) 3,000 restricted stock units all of which were unvested as of March 15, 2015, and (iii) 19,333 shares of common stock issuable upon exercise of options that were exercisable within 60 days of March 15, 2015. (17) Shares beneficially owned by Dr. Yang include (i) 30,000 shares of common stock, (ii) 3,000 restricted stock units all of which were unvested as of March 15, 2015, and (iii) 125,000 shares of common stock issuable upon exercise of options that were exercisable within 60 days of March 15, 2015. (18) Shares beneficially owned by Dr. Cherry include (i) 119,067 shares of common stock, (ii) 184,333 restricted stock units all of which were unvested March 15, 2015, and (iii) 340,706 shares of common stock issuable upon exercise of options that were exercisable within 60 days of March 15, 2015. (19) Shares beneficially owned by Mr. Diniz include (i) 103,335 shares of common stock, (ii) 123,665 restricted stock units all of which were unvested March 15, 2015, and (iii) 273,686 shares of common stock issuable upon exercise of options that were exercisable within 60 days of March 15, 2015. Mr. Diniz ceased serving as an executive officer in January 2015, at which time Raffi Asadorian assumed the role of Chief Financial Officer. (20) Shares beneficially owned by Mr. Khadder include (i) 24,386 shares of common stock, (ii) 106,999 restricted stock units, all of which were unvested as of March 15, 2015, and (iii) 113,065 shares of common stock issuable upon exercise of options that were exercisable within 60 days of March 15, 2015. (21) Shares beneficially owned by Ms. McFerson include (i) 49,841 shares of common stock and (ii) 91,666 shares of common stock issuable upon exercise of options that were exercisable within 60 days of March 15, 2015. Ms. McFerson ceased serving as an executive officer in January 2015 and her employment terminated in January 2015. (22) Shares beneficially owned by all our executive officers and directors as a group include the shares of common stock described in footnotes (8) through (21) above. Additionally, all restricted stock units held by Raffi Asadorian, our new Chief Financial Officer, as of January 6, 2015, are deemed beneficially owned upon the date of grant, and are included in the aggregate calculation of all directors and executive officers as a group. 25 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Exchange Act requires our executive officers and directors, and any person or entity who owns more than ten percent of a registered class of our common stock or other equity securities, to file with the Securities and Exchange Commission certain reports of ownership and changes in ownership of our securities. Executive officers, directors and stockholders who hold more than ten percent of our outstanding common stock are required by the Securities and Exchange Commission to furnish us with copies of all Section 16(a) forms they file. Based solely on review of this information and written representations by our executive officers and directors that no other reports were required, we believe that, during 2014, no reporting person failed to file the forms required by Section 16(a) of the Exchange Act on a timely basis. EQUITY COMPENSATION PLAN INFORMATION The following table shows certain information concerning our common stock reserved for issuance in connection with our 2005 Stock Option/Stock Issuance Plan and our 2010 Equity Incentive Plan and 2010 Employee Stock Purchase Plan as of December 31, 2014: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities to be issued upon vesting of outstanding restricted stock units Weighted-average exercise price of outstanding restricted stock units Number of securities remaining available for future issuance under equity compensation plans(1) . . . 10,479,978 $6.11 1,975,503 $0.00 10,702,458 Plan category Equity compensation plans approved by security holders(2) Equity compensation plans not approved by security holders . . . . . 60,000(3) Total . . . . . . . . . . . . . 10,539,978 $3.93 $6.10 — 1,975,503 $0.00 $0.00 — 10,702,458 (1) Includes 9,094,670 shares reserved for issuance under our 2010 Equity Incentive Plan and 1,607,788 shares reserved for issuance under our 2010 Employee Stock Purchase Plan. No shares are reserved for future issuance under the 2005 Stock Option/Stock Issuance Plan other than shares issuable upon exercise of equity awards outstanding under such plan. (2) See discussion below regarding formulas contained in the 2010 Equity Incentive Plan and 2010 Employee Stock Purchase Plan that automatically increase the number of securities available for future issuance under such plans. (3) Includes 60,000 shares reserved for issuance upon exercise of a stock option granted to an entity outside of our equity compensation plans. The stock option was granted to one of our stockholders in connection with Fernando de Castro Reinach’s Board service. The non-statutory stock option had an exercise price of $3.93 per share, and was granted on September 15, 2008 with a term of 10 years. The option had a three-year vesting schedule, vesting and becoming exercisable in 12 equal quarterly installments, commencing from the grant date, subject to continued Board service by Dr. Reinach. Dr. Reinach has no beneficial ownership over the securities issuable upon exercise of this option. The option was fully vested as of December 31, 2012. The 2010 Equity Incentive Plan includes all shares of our common stock reserved for issuance under our 2005 Stock Option/Stock Issuance Plan immediately prior to our initial public offering thatwere not subject to outstanding grants as of the completion of such offering. In addition, any shares of our common stock (i) issuable upon exercise of stock options granted under our 2005 Stock Option/Stock Issuance Plan that cease to be subject to such options and (ii) issued under our 2005 Stock Option/Stock Issuance Plan that are forfeited or repurchased by us at the original price will become part of the 2010 Equity Incentive Plan reserve. 26 The number of shares available for grant and issuance under the 2010 Equity Incentive Plan is increased on January 1 of each year through 2020 by an amount equal to the lesser of (1) five percent of our shares outstanding on the immediately preceding December 31 and (2) a number of shares as may be determined by the Board or Leadership Development and Compensation Committee in their discretion. In addition, shares will again be available for grant and issuance under our 2010 Equity Incentive Plan that are: • • • • subject to issuance upon exercise of an option or stock appreciation right granted under our 2010 Equity Incentive Plan and that cease to be subject to such award for any reason other than the award’s exercise; subject to an award granted under our 2010 Equity Incentive Plan and that are subsequently forfeited or repurchased by us at the original issue price; surrendered pursuant to an exchange program; or subject to an award granted under our 2010 Equity Incentive Plan that otherwise terminates without shares being issued. The number of shares reserved for issuance under the 2010 Employee Stock Purchase Plan will increase automatically on the first day of each January through 2020 by the number of shares equal to one percent of our total outstanding shares as of the immediately preceding December 31st. The Board or Leadership Development and Compensation Committee will be able to reduce the amount of the increase in any particular year. 27 EXECUTIVE COMPENSATION Compensation Discussion and Analysis The following discussion describes and analyzes our compensation for our named executive officers for 2014 and should be read in conjunction with the compensation tables contained elsewhere in this Proxy Statement. Our stockholders adopted a three year interval for “management say on pay” review. Accordingly, our stockholders last voted on the matter at our Annual Meeting in 2014 and approved, on an advisory basis, the compensation of our named executive officers. Our existing compensation policies and decisions are consistent with our compensation philosophy and objectives discussed below and align the interests of our named executive officers with Amyris’ short and long term goals. Our “named executive officers” include our President and Chief Executive Officer, our former interim Chief Financial Officer and our three other most highly compensated executive officers (as set forth in the “Summary Compensation Table” below) who were serving as executive officers at the end of 2014. Accordingly, this Compensation Discussion and Analysis describes our 2014 executive compensation program and 2014 compensation policies and decisions for: • • • • • John Melo, President and Chief Executive Officer Paulo Diniz, former interim Chief Financial Officer Joel Cherry, President, Research and Development Nicholas Khadder, Senior Vice President and General Counsel Susanna McFerson, former Chief Business Officer Mr. Diniz ceased serving as interim Chief Financial Officer in January 2015 (at which time, Raffi Asadorian was named permanent Chief Financial Officer) and Mr. Diniz assumed a new role as chairman of Amyris Brasil Ltda., a non-executive officer position for Amyris. Ms. McFerson resigned as Chief Business Officer and ceased serving as an executive officer in January 2015. Amyris has industrialized synthetic biology and is delivering renewable products globally into markets ranging from consumer care to fuels. We use our industrial synthetic biology platform to convert plant sugars into a variety of hydrocarbon molecules — flexible building blocks that can be used in a wide range of products. Our business model is focused on sales of renewable products as well as inflows from collaborations. Our initial portfolio of commercial products has been based on Biofene®, our brand of renewable farnesene, a long-chain branched hydrocarbon. We are commercializing these products both as renewable ingredients in cosmetics, flavors and fragrances, and consumer products, and, with our joint venture partners, as renewable lubricants, diesel and jet fuel. We have also commercialized our initial fragrance oil molecule and expect additional molecules for the flavors and fragrances, cosmetics and pharmaceutical markets to be produced in the coming years. Our success depends, among other things, on attracting and retaining executive officers with experience and skills in a number of different areas as we continue to drive improvements in our technology platform and production process, pursue and establish key commercial relationships, develop and commercialize products, and establish a reliable supply chain and manufacturing organization. Compensation Philosophy and Objectives and Elements of Compensation The primary objectives of our compensation program in 2014 were to: • • • • • Attract, retain, and motivate highly talented employees that are key to our success; Reinforce our core values and foster a sense of ownership, urgency and entrepreneurial spirit; Link compensation to individual, team, and company performance (as appropriate by employee level); Emphasize performance-based compensation for individuals who can most directly impact stockholder value; and Provide exceptional pay for delivering exceptional results. 28 Our business continues to be in an early stage of development with cash management being one key consideration for our strategy and operations. Accordingly, for 2014, we intended to provide a competitive compensation program that would enable us to attract and retain the top executives and employees necessary to develop our business, while being prudent in the management of our cash and equity. Based on this approach, we continued to aim to balance and reward annual and long-term performance with a total compensation package that included a mix of both cash and equity. Our compensation program was intended to align the interests of management, key employees and stockholders and to encourage the creation of stockholder value by providing long-term incentives through equity ownership. We continue to adhere to this general compensation philosophy for 2015. Our intent and philosophy in designing compensation packages at the time of hiring of new executives is based on providing compensation that we think is sufficient to enable us to attract the necessary talent within prudent limitations as discussed above. Compensation of our executive officers after the initial period following their hiring is influenced by the amounts of compensation that we initially agreed to pay them as well as by our evaluation of their subsequent performance, changes in their levels of responsibility, retention considerations, prevailing market conditions, the financial condition and prospects of our company, and our attempt to maintain some level of internal pay parity in the compensation of existing executives relative to the compensation paid to more recently hired executives. We compensate our executives with a combination of salaries, cash bonuses and equity awards. We believe this combination of cash and equity, subject to strategic allocation among such components, is largely consistent with the forms of compensation provided by other companies with which we compete for executive talent, and as such matches the expectations of our executives and of the market for executive talent. We also believe that this combination provides appropriate incentive levels to retain our executives, reward them for performance in the short term and induce them to contribute to the creation of value in Amyris over the long term. We view the different components of our executive compensation as distinct, each serving particular functions in furthering our compensation philosophy and objectives, and together providing a holistic approach to achieving such philosophy and objectives. Base Salary. We believe we must maintain base salary levels that are sufficiently competitive to position us to attract and retain the executives we need and that it is important for our executives to perceive that over time they will continue to have the opportunity to earn a salary that they regard as competitive. The Leadership Development and Compensation Committee of the Board (the “Leadership Development and Compensation Committee” or the “Committee”) reviews and adjusts, as appropriate, the base salaries of our executives on an annual basis, and makes decisions with respect to the base salaries of new executives at the time of hire. In making such determinations, the Committee considers many factors, including our overall financial performance, the individual performance of the executive in question, the executive’s potential to contribute to our annual and longer-term strategic goals, the executive’s scope of responsibilities and experience, competitive market practices for base salary, and internal pay parity. these goals. For 2014, Cash Bonuses. We believe the ability to earn cash bonuses should provide incentives to executives to effectively pursue goals established by the Board and should be regarded by executives as appropriately the Leadership Development and rewarding effective performance against Compensation Committee adopted a cash bonus plan for our executive officers, the details of which are described below under “2014 Compensation.” The 2014 cash bonus plan included company performance goals and individual goals and was structured to motivate our executive officers to achieve our short-term financial and operational goals and to reward exceptional company and individual performance. In particular, our 2014 cash bonus plan was designed to provide incentives to our executive officers to achieve 2014 company financial and operational targets on a quarterly and annual basis, together with various key individual operational objectives that are considered for annual performance achievement. In general, target bonuses for executives are first set in their offer letters based on similar factors to those described above with respect to the determination of initial base salary at the time of hire (or promotion, as the case may be). For subsequent years, target bonuses for executives may be adjusted by the Leadership Development and Compensation Committee based on various factors, including any modifications to base salary, competitive market practices and other considerations described above with respect to adjustments in executive base salaries. Equity Awards. Our equity awards are also designed to be sufficiently competitive to allow us to attract and retain executives. In 2014, we granted both stock option and restricted stock unit equity awards 29 to executive officers. Option awards for executive officers are granted with an exercise price equal to the fair market value of our common stock on the date of grant; accordingly, such option awards will have value to our named executive officers only if the market price of our common stock increases after the date of grant. Under our 2010 Equity Incentive Plan, the fair market value of our common stock is the closing price of our common stock on NASDAQ on the date of determination. Restricted stock units represent the right to receive full-value shares of our common stock without payment of any exercise price. Shares of our common stock are not issued when a restricted stock unit award is granted; instead, once a restricted stock unit award vests, one share of our common stock is issued for each vested restricted stock unit. Generally, we grant smaller restricted stock unit awards as compared to option awards because restricted stock units have a greater fair value per unit than options. The distribution of value between the options and restricted stock units for our executives is based on a review of market practices. Restricted stock units are also awarded to other key personnel to provide a source of equity compensation that retains value despite stock volatility. We typically grant option awards with four-year vesting schedules (vesting monthly over four years). Stock option grants include a one year “cliff ”, where the option vests as to 25% of the shares after one year, and monthly thereafter. Our restricted stock unit awards have generally been issued with three-year vesting schedules, vesting as to 1/3 of the units annually. We believe such vesting schedules are generally consistent with the option and restricted stock unit award granting practices of our peer group companies. The Leadership Development and Compensation Committee has approved variations to these vesting schedules for options and restricted stock units in connection with new-hire negotiations with senior management candidates, including executive officers. We grant equity awards to our executive officers in connection with their hiring, or, as applicable, their promotion from other roles at the company. The size of initial equity awards is determined based on the executive’s position with us and takes into consideration the executive’s base salary and other compensation as well as an analysis of the grant and compensation practices of our peer group companies in connection with establishing our overall compensation policies. The initial equity awards are generally intended to provide the executive with an incentive to build value in the organization over an extended period of time, while remaining consistent with our overall compensation philosophy. Insofar as we have to date incurred operating losses and consumed substantial amounts of cash in our operations, and to compensate for cash salaries and cash bonus opportunities that were, in certain cases, lower than those offered by competing employers, we have sought to attract executives to join us by granting equity awards that would have the potential to provide significant value if we are successful. We also occasionally grant additional equity awards in recognition of commendable performance and in connection with significant changes in responsibilities. Further, equity awards are a component of the annual compensation package of our executive officers. In 2014, the Leadership Development and Compensation Committee granted equity awards based on input from management regarding performance, the Leadership Development and retention and other considerations. In approving such awards, including the responsibilities, past Compensation Committee has taken into account various factors, performance and anticipated future contribution of the executive’s overall compensation package, the executive’s existing equity holdings in Amyris and practice at peer companies. the executive officer, Role of Stockholder Say-on-Pay Votes. At our 2011 and 2014 Annual Meeting of Stockholders, we provided our stockholders with the opportunity to cast an advisory vote on our executive compensation program (commonly referred to as a “say-on-pay proposal”). A majority of the votes cast on our say-on-pay proposals at such meetings were voted in favor of the non-binding advisory resolutions approving the compensation of our named executive officers as outlined in our 2011 and 2014 proxy statements. The Leadership Development and Compensation Committee believes that this affirms our stockholders’ support of our approach to executive compensation, and, accordingly, does not intend to materially change its approach to executive compensation in 2015. Compensation Policies and Practices As They Relate to Risk Management Our Leadership Development and Compensation Committee determined, through discussions with management and Compensia at Committee meetings held in February 2014 and February 2015, that our policies and practices of compensating our employees, including executive officers, are not reasonably likely 30 to have a material adverse effect on us. The assessments conducted by the Committee focused on the key terms of our bonus payments and equity compensation programs in 2014, and our plans for such programs in 2015. Among other things, the Committee focused on whether our compensation programs created incentives for risk-taking behavior and whether existing risk mitigation features were sufficient in light of the overall structure and composition of our compensation programs. Among other things, the Committee considered the following aspects of our overall compensation program: • • • Our base salaries are generally high enough to provide our employees with sufficient income so that they do not generally need bonus income to meet their basic cost of living. Cash bonus targets are typically 10 – 20% of an employee’s base salary (30 – 80% for executives), which provides balanced incentives for performance, but does not encourage excessive risk taking to achieve such goals. For key employees, our 2014 bonus plan (and planned 2015 bonus plan) emphasizes company performance over individual objectives and total bonus funding available for payout in a given year is capped at 150%. • We do not provide commission or similar compensation programs to most of our employees. However, in 2014, we implemented a sales commission plan for two individuals involved in sales activities. The sales commission plan in 2014 for these two individuals provided what we view as moderate leverage, in which 70% of the salespersons’ cash compensation was base salary and 30% was commissions-based. Furthermore, under the sales commission plan, commissions are not earned by the salesperson until the company has collected cash from the relevant sale. • For our executives, we target the 40th percentile of our Peer Group (as defined below) for cash compensation and the 75th percentile of our Peer Group for equity compensation, which vests over three to four years, providing our executives with significant incentives for our longer-term success. Based on these considerations the Committee determined that our compensation programs, including our executive and non-executive compensation programs, provide an appropriate balance of incentives and do not encourage our executives or other employees to take excessive risks or otherwise create risks that are likely to have a material adverse effect on us. Role of Compensation Consultant. In connection with an annual review of executive compensation programs for 2014, the Leadership Development and Compensation Committee retained Compensia, a compensation consulting firm, to provide it with advice and guidance on our executive compensation policies and practices and to provide relevant information about the executive compensation practices of similarly situated companies. In 2014, Compensia assisted in the preparation of compensation materials for executive compensation proposals in advance of Leadership Development and Compensation Committee meetings, including 2014 compensation levels for executives and the design of our cash bonus, equity, severance and change of control programs and other executive benefit programs. Compensia also reviewed and advised the Leadership Development and Compensation Committee on compensation materials relating to executive compensation prepared by management for committee consideration. In addition, in each of the fourth quarters of 2011, 2012 and 2013, Compensia assisted the Leadership Development and Compensation Committee in developing and adopting an updated compensation Peer Group for 2012, 2013 and 2014 (discussed below), respectively. The Leadership Development and Compensation Committee retained Compensia again in the third quarter of 2014 to provide assistance with respect to our 2015 compensation planning, including updates to the compensation Peer Group. Compensia, under the direction of the Leadership Development and Compensation Committee, may continue to periodically conduct a review of the competitiveness of our executive compensation programs, including base salaries, cash bonus compensation, equity awards and other executive benefits, by analyzing the compensation practices of companies in our compensation Peer Group, as well as data from third-party compensation surveys. Generally, the Leadership Development and Compensation Committee uses the results of such analyses to assess the competitiveness of our executives’ total compensation, and to determine whether each element of such total compensation is properly aligned with reasonable and responsible practices among our peer companies. 31 The Leadership Development and Compensation Committee also retained Compensia for assistance in reviewing and deciding on director compensation programs when the program was originally adopted in late 2010, and to provide market data and materials to management and the Committee. Compensation Decision Process Under the charter of our Leadership Development and Compensation Committee, the Board delegated to the Committee the authority and responsibility to discharge the responsibilities of the Board relating to compensation of our executive officers. This includes, among other things, review and approval of the compensation of our executive officers and of the terms of any compensation agreements with our the executive officers. Please see the additional detail regarding the functions and composition of Leadership Development and Compensation Committee above in this Proxy Statement under the caption “Proposal 1 — Election of Directors — Committees of the Board.” In general, our Leadership Development and Compensation Committee is responsible for the design, implementation and oversight of our executive compensation program. In accordance with its charter, the Committee determines the annual compensation of our Chief Executive Officer and other executive officers and reports its compensation decisions to the Board. The committee also administers our equity compensation plans, including our 2010 Equity Incentive Plan and 2010 Employee Stock Purchase Plan. Generally, our Human Resources, Finance and Legal departments work with our Chief Executive Officer to design and develop new compensation programs applicable to executive officers and directors, to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data, to prepare peer compensation comparisons and other committee briefing materials, and to implement the decisions of the Leadership Development and Compensation Committee. Members of these departments and our Chief Executive Officer also meet separately with Compensia to convey information on proposals that management may make to the Leadership Development and Compensation Committee, as well as to allow Compensia to collect information about Amyris to develop its recommendations. In addition, our Chief Executive Officer conducts reviews of the performance and compensation of the other executive officers, and based on these reviews and input from Compensia, and our Human Resources department, makes recommendations regarding executive compensation (other than his own) directly to the Leadership Development and Compensation Committee. For the Chief Executive Officer’s compensation, the Chief Human Resources Officer works directly with the Leadership Development and Compensation Committee chair, as well as Compensia and the Human Resources, Finance and Legal Departments of Amyris to design, develop, recommend to the Committee and implement the above compensation analysis and programs, as well as review the performance of the Chief Executive Officer. None of our executive officers participated in the determinations or deliberations of the Leadership Development and Compensation Committee regarding the amount of any component of his or her own fiscal year 2014 compensation. 32 Use of Competitive Data. To monitor the competitiveness of our executives’ compensation, the Leadership Development and Compensation Committee adopted a compensation peer group (or the Peer Group) used in connection with 2014 compensation that reflected the pay of executives in comparable positions at similarly-situated companies. The data gathered from the Peer Group was used as reference in executive pay levels (including cash and equity compensation), Board compensation, pay and incentive plan practices, severance and change-in-control practices, equity utilization, and pay/performance alignment. The Peer Group was composed of a cross-section of publicly-traded, U.S.-based companies of similar size to Amyris (in revenues and market capitalization) from related industries (biotechnology, specialty chemicals, commodity chemicals, biotech/cleantech, oil & gas refining & marketing, and fertilizers & agricultural chemicals). Based on these criteria, the following companies were included in the Peer Group adopted by the Leadership Development and Compensation Committee in November 2013 for use in assessing the market position of our executive compensation for 2014: 2014 Peer Group • American Pacific Corporation (specialty chemicals) • BioAmber (commodity chemicals) • Codexis (specialty chemicals) Innospec (specialty chemicals) • • KiOR (biotech/clean tech) • Landec (specialty chemicals) • Renewable Energy Group (oil & gas refining & marketing) • Senomyx (specialty chemicals) • Balchem (specialty chemicals) • Chemtura (specialty chemicals) • Gevo (biotech/clean tech) Intrexon (biotechnology) • • Kraton Performance Polymers (specialty chemicals) • Metabolix (specialty chemicals) • Rentech (fertilizers & agricultural chemicals) • Solazyme (biotech/clean tech) In August 2014, the Leadership Development and Compensation Committee approved updates to the Peer Group for 2015. Similar to our approach for the 2014 Peer Group, we identified potential peers by screening of publicly-traded U.S.-based companies of similar size to us (in revenues and market capitalization) from an updated selection of related industries (biotechnology, oils, gas & fuels, home & personal products and specialty chemicals). The Leadership Development and Compensation Committee eliminated American Pacific Corporation from the Peer Group for 2015 due to it recently being acquired and removed KiOR and Gevo due to the business and financial conditions of these two companies. We did not add any new companies to the Peer Group for 2015. In addition to reviewing analysis of the compensation practices of the Peer Group, the Leadership Development and Compensation Committee looks to the collective experience and judgment of its members and advisors in determining total compensation and the various compensation components provided to executive officers. While the Leadership Development and Compensation Committee does not believe that the Peer Group data is appropriate as a stand-alone tool for setting executive compensation due to the unique nature of our business, it believes that this information is a valuable reference source during its decision-making process. In making compensation decisions for executive officers for 2014, we also referred to broader compensation survey data from the Radford Global Life Sciences Survey. We have used similar surveys for reference in establishing our 2015 compensation programs. Target Compensation Levels. For 2014, consistent with 2013, we generally targeted the 40th percentile of our competitive market for total cash (base salary and target cash bonus), as determined based on the Peer Group, supplemented by data from industry surveys. We chose the 40th percentile for total cash in part because we are still in the early stages of product development and therefore need to conserve our cash while we ramp up our operations. Equity has been a critical and prominent component in our overall compensation package and we believe that it will remain an important tool for attracting, retaining and motivating our key talent by providing an opportunity for wealth creation as a result of our long-term success, particularly while we are growing our business and targeting the 40th percentile for total cash compensation. As a result, we have generally targeted equity compensation levels greater than or equal to 33 the 75th percentile of the competitive market for equity compensation based on the Peer Group, supplemented by data from surveys, and taking into consideration Leadership Development and Compensation Committee approved targeted annual burn rate. In March 2014, the Leadership Development and Compensation Committee reviewed an analysis by Compensia of our executive compensation levels. Based on data compiled from the Peer Group, supplemented by survey data, this analysis indicated that the target total cash compensation for our executives (current base salary plus target incentive opportunity) were at or above the 40th percentile of the competitive market. Several of these compensation levels were set based on individual negotiations in connection with hiring or promotions, as well as Leadership Development and Compensation Committee decisions, with input from the Chief Executive Officer, based on scope of responsibility and performance on individual executives, which led to the variation from the 40th percentile target compensation level. The Leadership Development and Compensation Committee approved annual equity awards to executives in May 2014 based primarily on our compensation strategy to provide annual equity grants at the 75th the Leadership percentile of our peer group. Additionally, Development and Compensation Committee considered the retention value of existing awards held by executives (taking into account option exercise prices and prevailing market value of our common stock), executive performance and retention risk of our named executive officers. in determining annual equity grants, For 2015, we expect to continue to target the same percentiles as we have in prior years using our updated Peer Group and similar industry survey data, which approach the Leadership Development and Compensation Committee approved in August 2014. 2014 Compensation Background. In setting the compensation program and decisions for 2014, we were forced to balance achievement of critical operational goals with retention of key personnel, including executives. Accordingly, we focused in particular on providing a strong equity compensation program in order to provide strong retention incentives through challenging periods. We also focused on cash management in setting our total cash compensation target percentiles (and associated salary and bonus target levels) for executives. Another key theme for 2014 was establishing strong incentives to drive company performance, including continued emphasis on company performance goals over individual goals in the 2014 executive cash bonus plan and on equity compensation for longer-term upside potential and sharing in company growth. Base Salaries. In early 2014, the Leadership Development and Compensation Committee reviewed executive base salaries, bonus targets and total cash compensation against our Peer Group and determined that no base salary adjustments were needed to ensure competitive base salaries for key and critical executive roles. In December 2013, Mr. Diniz was appointed as our then-interim Chief Financial Officer and the Leadership Development and Compensation Committee reviewed his compensation. In connection with such review, certain adjustments were made to Mr. Diniz’ cash compensation. Among other things, Mr. Diniz’ original employment offer letter from February 2011 (as the then-Chief Executive Officer of Amyris Brasil) set his annual base salary at $400,000 (or $33,333.33 per month), but he had historically received an annual salary through our Brazilian subsidiary’s payroll in Brazilian reais. As a result, prior to December 2013, Mr. Diniz’ salary amounts had not equated to $33,333.33 per month. Therefore, in December 2013, we agreed to provide Mr. Diniz a one-time true-up payment of $110,049 for the exchange rate discrepancies from March 2011 through December 2013. From January 2014 through his reassignment to Amyris Brasil in January 2015, we provided Mr. Diniz a monthly true-up to ensure his local salary paid in Brazilian reais remains commensurate with the $33,333.33 per month we committed to in his employment offer letter. Cash Bonuses. The Leadership Development and Compensation Committee adopted a 2014 bonus plan for executives in March 2014. Under the plan, executives became eligible for bonuses based on the achievement of company weighted metrics for each quarter in 2014, as well as a portion allocated to the annual company and individual performance (in 2013 and prior years, executive bonuses were based entirely on an annual achievement of company and individual performance targets). The change to quarterly and annual performance metrics under the 2014 bonus plan was intended to provide a balanced focus on both 34 our long-term strategic goals and shorter-term quarterly operational goals. The 2014 bonus plan provided for funding and payout of cash bonus awards based on quarterly and annual performance during 2014 and the total potential funding of the 2014 bonus plan for each of these bonus periods was based on our performance under certain metrics set by the Leadership Development and Compensation Committee for each quarter and for the year. Payouts, if any, under the bonus plan, occurred following a review of our company results and performance each quarter and, for the annual component, a review occurred in February 2015 with respect to the annual performance of the company as well as each individual’s performance. The 2014 bonus plan provided for a 50% weighting for quarterly achievement (with each quarter worth 12.5% of the total bonus fund for the year) and 50% for full fiscal year 2014 achievement. The total funding possible under the 2014 bonus plan was based on a cash value (or the “target bonus fund”) determined by the named executive officers’ target bonus levels. Target bonuses for the named executive officers varied by officer, but were generally set at approximately 30% of their annual base salary, other than for Messrs. Melo and Diniz, whose target bonuses were set at approximately 80% and 50% of their annual base salary, respectively. The quarterly and annual funding of the 2014 bonus plan was based on achievement of the following company performance metrics for each quarter during 2014 (as determined by the Leadership Development and Compensation Committee and, in the case of quarterly funding, as applicable for the quarter based on our operating plan): cash gross margin from product sales and collaboration inflows for the quarter, cash production costs at our Brazil manufacturing plant, cash operating expenditures and strain performance. Generally, each company performance metric applicable to a given period (quarter and annual) was weighted equally. If the company did not achieve at least a “threshold” level of the performance metrics described above for a given period, no funding would occur under the plan. If the company achieved at least the threshold level, 80% funding would occur. For achievement of performance metrics between the threshold level and “target” level, a pro rata increase in funding occurred up to 100% of the target bonus fund allocated to such period. For achievement of performance metrics above the target level, for the annual funding, a pro rata increase in funding could have occurred up to 150% of the Target Bonus Fund. The threshold and 150% (or “superior”) performance levels and associated funding were intended to capture the relative difficulty of achievement. Any payouts for the quarterly bonus periods were the same as the funded level (provided the recipient met eligibility requirements through the payout date), and were subject to a cap of 100% of the allocated quarterly target bonus fund. Any funding in excess of 100% of the allocated quarterly target bonus fund would not be paid out, and instead would be allocable to subsequent quarters (up to 100% of the allocated target bonus fund for the subsequent quarter) and/or the annual bonus fund, in that order. Excess quarterly funding not paid, but added to the annual bonus fund, would be in addition to the annual bonus fund maximum of 150% of the annual Target Bonus Fund. Payouts for the annual bonus period were made from the aggregate funded amount in the discretion of the Leadership Development and Compensation Committee based on Company and individual performance, and could have ranged from 0% to 200% of an individual’s target bonus. The committee chose to emphasize company performance goals for the quarterly and annual bonus plan given the critical importance of our short term strategic goals, but to retain reasonable incentives and rewards for exceptional individual performance, recognizing the value of such incentives and rewards to our operational performance and to individual retention. In addition, for 2014 the Leadership Development and Compensation Committee set the following target bonus levels for the named executive officers: Name John Melo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Paulo Diniz . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Joel Cherry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nicholas Khadder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Susanna McFerson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Target Bonus ($) 450,000 200,000 126,000 100,000 100,000 The target bonus for each of the named executive officers was reviewed by the Leadership Development and Compensation Committee in early 2014 and bonus targets were increased for certain 35 individuals based upon a review of target total cash for similar roles among executives in our Peer Group. As a result of that analysis, 2014 bonus targets were increased for Mr. Melo and Dr. Cherry to $450,000 (from $300,000) and $126,000 (from $100,000) respectively, and in the case of Mr. Khadder, from the target bonus set in his December 2013 promotion letter (which had been $90,000). Based on the foregoing bonus plan structure, the Leadership Development and Compensation Committee was responsible for determining the percentage achievement levels for Amyris for each of the quarters in 2014 and the levels of achievement for Amyris and each individual executive officer with respect to the annual portion following the end of 2014. Individual bonuses were awarded for each quarter based on the Leadership Development and Compensation Committee’s assessment of company results, and with respect to the annual portion, the Leadership Development and Compensation Committee’s assessment of company results as well as each executive’s contributions to these results, his or her progress toward achieving his or her individual goals, and his or her demonstrating the our core values. If the minimum threshold performance level for company performance had not been achieved in any quarter or for the full year, no bonus funding would have been triggered during such period, regardless of individual performance. For example, the minimum company performance level for the fourth quarter of 2014 was not achieved and therefore no bonuses were paid under the 2014 cash bonus plan for the fourth quarter of 2014. For individual performance, achievement below the threshold level would have resulted in bonus funding and eligibility being determined in the discretion of the Leadership Development and Compensation Committee. Also, actual payment of any bonuses in 2014 remained subject to the final discretion of the Committee. Company Performance Goals. Each quarter, company performance was weighted for targets related to cash gross margin from products and collaborations, for cash operating expenses, for strain performance for Farnesene and for strain performance for our first commercially produced fragrance molecule. The quarterly and annual weighting and achievement for each are described below. These targets were initially discussed with the Board and the Leadership Development and Compensation Committee through spring and summer 2013 and adopted in final form for 2014 in fall 2013 and subsequently discussed and evaluated each quarter in 2014 and February 2015 based on quarterly and annual performance (in February 2015, the Leadership Development and Compensation Committee discussed and evaluated the fourth quarter as well as the full year 2014 results) and continued development of our business and operating plans for 2014 and beyond. The specific goals comprising the targets were both qualitative and quantitative, and percentages of achievement were to be determined in the discretion of the Leadership Development and Compensation Committee following each period under the bonus plan. Degree of Difficulty in Achieving Performance Goals. The Leadership Development and Compensation Committee considered the likelihood of achievement when recommending and approving, respectively, the company and individual performance goals and bonus plan structures for each of the bonus plan periods in 2014, but it did not undertake a detailed statistical analysis of the difficulty of achievement of each measure. For 2014, the Committee considered the 80% achievement level to be achievable with significant effort, 100% to be challenging, requiring circumstances to align as predicted and exceptional levels of effort on the part of the executive team, and any amounts in excess of 100% to be unlikely, requiring significant unexpected sources of revenue or financing, breakthroughs in technology, manufacturing operations and process development, and business development efforts, as well as favorable external conditions. 36 2014 Quarterly and Annual Bonus Plan Funding and Award Decisions. In each of May 2014, August 2014, November 2014 and February 2015, the Leadership Development and Compensation Committee determined that the company’s quarterly and annual performance goals were achieved as follows: Company Performance Goal Weight Weighted Achievement Level Weighted Achievement as Adjusted Q1 Cash Gross Margin from Products and Collaborations . . . . . . . . . . . . . . . . . . . . . . . Cash Opex . . . . . . . . . . . . . . . . . . . . . . . . . . . Strain Performance: Farnesene . . . . . . . . . . . . . Strain Performance: Fragrance Molecule . . . . . . 33.3% 33.3% 22.1% 11.1% 31.5% 37.5% 19.8% 12.2% Total Q1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 101.0% 100%(1) Q2 Cash Gross Margin from Products and Collaborations . . . . . . . . . . . . . . . . . . . . . . . Cash Opex . . . . . . . . . . . . . . . . . . . . . . . . . . . Brotas cash production costs: Farnesene and Fragrance molecule . . . . . . . . . . . . . . . . . . . Strain Performance: Farnesene . . . . . . . . . . . . . Strain Performance: Fragrance Molecule . . . . . . Total Q2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Q3 Cash Gross Margin from Products and Collaborations . . . . . . . . . . . . . . . . . . . . . . . Cash Opex . . . . . . . . . . . . . . . . . . . . . . . . . . . Brotas cash production costs: Farnesene and Fragrance molecule . . . . . . . . . . . . . . . . . . . Strain Performance: Farnesene . . . . . . . . . . . . . Strain Performance: Fragrance Molecule . . . . . . Total Q3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Q4 Cash Gross Margin from Products and Collaborations . . . . . . . . . . . . . . . . . . . . . . . Cash Opex . . . . . . . . . . . . . . . . . . . . . . . . . . . Brotas cash production costs: Farnesene and Fragrance molecule . . . . . . . . . . . . . . . . . . . Strain Performance: Farnesene . . . . . . . . . . . . . Strain Performance: Fragrance Molecule . . . . . . Total Q4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.0% 25.0% 25.0% 16.7% 8.3% 100.0% 25.0% 25.0% 25.0% 16.7% 8.3% 100.0% 25.0% 25.0% 25.0% 16.7% 8.3% 100.0% 25.9% 27.0% 20.5% 13.8% 0.0% 87.3% 20.2% 22.9% N/A 35.5% 24.6% 93.2% 0.0% 26.3% 26.3% 13.7% 6.7% 73.0% 89.8%(2) 93.2% 0.0%(3) 37 Company Performance Goal ANNUAL Weight Weighted Achievement Level Weighted Achievement as Adjusted Cash Gross Margin from Products and Collaborations . . . . . . . . . . . . . . . . . . . . . . . Cash Opex . . . . . . . . . . . . . . . . . . . . . . . . . . . Brotas cash production costs: Farnesene and Fragrance molecule . . . . . . . . . . . . . . . . . . . Strain Performance: Farnesene . . . . . . . . . . . . . Strain Performance: Fragrance Molecule . . . . . . 25.0% 25.0% 25.0% 16.7% 8.3% Total Annual . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 17.6% 26.3% 24.9% 13.7% 6.7% 89.2% 89.2% (1) Excess Q1 achievement was allocated to Q2 as carryover (2) Reflects Q2 achievement plus excess Q1 carryover (3) Because the 80% threshold was not met, no bonus was payable in Q4 2014 Individual Performance Goals. For the annual portion of bonus tied to individual performance, the Committee considered several factors, including the following: • • • • For Mr. Melo, the achievement of the company’s critical success factors: driving the company’s technology leadership, causing the company to be the partner of choice, developing operational excellence of the organization, maintaining financial discipline, and embodying the company’s values. For Mr. Diniz, the achievement of managing operating expenses and capital expenses, the support of fundraising activities, and embodying the company’s values. For Dr. Cherry, the achievement of technology milestones relating to production and strain engineering, achieving operational improvements in our research and development organization, and embodying the company’s values. For Mr. Khadder, the achievement of supporting financing transactions, management of Amyris’s intellectual property portfolio, oversight of litigation matters, and embodying the company’s values. Ms. McFerson was not eligible for the annual (or fourth quarter) bonus because she departed Amyris prior to the evaluation and payout of such bonuses. Had Ms. McFerson been employed at such time, the individual component of her annual bonus would have been tied to several factors, including the completion of commercial transactions, the achievement of revenue objectives and embodying the company’s values. Based on the foregoing, and taking into account the factors above, the Committee approved the following 2014 cash bonus awards: 2014 Cumulative Quarterly Bonus Payouts 2014 Annual Portion Bonus Payout 2014 Aggregate Annual and Quarterly Bonus Payouts Annual Bonus Target Name John Melo . . . . . . . . . . $159,188.00 $200,700.00 $359,888.00 $450,000.00 Paulo Diniz . . . . . . . . . . $ 88,303.00 $ 45,000.00 $133,304.00 $200,000.00 Joel Cherry . . . . . . . . . . $ 44,518.00 $ 60,000.00 $104,518.00 $126,000.00 Nicholas Khadder . . . . . $ 35,375.00 $ 50,000.00 $ 85,375.00 $100,000.00 Zanna McFerson . . . . . . $ 35,375.00 N/A $ 35,375.00 $100,000.00 2014 Actual Bonus Earned as a % of Target Bonus 80% 67% 83% 85% 35% 38 The committee considered a variety of factors in determining, in its discretion, to award the annual bonus payouts described above. In addition to the levels of achievement in the 2014 bonus plan company performance (for the quarterly and annual portion) and individual performance categories (for the annual portion), the Committee considered our cash needs as well as the level of performance of each executive in achieving company results and their respective assigned individual goals. We believe that, notwithstanding our continuing need to preserve cash, the payment of these awards was appropriate because the bonus plan appropriately held named executive officers accountable for achievement of company and personal goals, and the payouts were reasonable and appropriate in light of the company’s progress. Equity Awards. In 2014, the Leadership Development and Compensation Committee approved annual equity awards for certain executive officers, including the named executive officers. These included the option and restricted stock unit awards detailed in the “Grants of Plan-Based Awards” table below. The Leadership Development and Compensation Committee determined the allocation of equity awards between options and restricted stock units after consultation with Compensia, in evaluating the practices of peer companies and in consultation with management, taking into consideration the appropriate balance between rewarding previous performance, retention, upside value potential tied to the Company’s and the executive officer’s future performance, the mix of the executive officers’ current holdings and other considerations. In December 2013, in connection with his promotion letter to Senior Vice President, Legal and General Counsel, Mr. Khadder received an equity award commensurate with his new role and responsibilities and to provide retention value. In May 2014, the Committee approved annual equity awards to the named executive officers that varied significantly by executive relative to the competitive market for such annual awards. For such 2014 grants, disparities in grant size versus the target percentile were based primarily on merit, current equity position and retention considerations. For example, awards varied based on the value of unvested equity awards already held by the named executive officers, the relative contributions of the named executive officers during 2013, as applicable, and anticipated levels of responsibility for key corporate objectives in 2014. For the 2014 option awards granted to our named the shares subject to each award will vest one year from the vesting executive officers, 25% of commencement date (which was the first day of the quarter in which the award was approved) and 1/48 of the shares subject to the award will vest monthly thereafter. The restricted stock unit awards vest annually over three years from April 2014. The vesting of the 2014 option awards and restricted stock unit awards granted to our named executive officers is solely time-based and is not subject to any Company or individual performance requirements. Please see the “Grants of Plan-Based Awards” table below for more information about the award types and sizes, grant dates, exercise prices and vesting of option awards described in the preceding paragraph. Severance and Change of Control Plan. In November 2013, the Leadership Development and Compensation Committee of the Board adopted the Amyris, Inc. executive severance plan (or the “Plan”). The Plan has a term of 36 months, which commenced in November 2013. The Leadership Development and Compensation Committee adopted the Plan to provide a consistent and updated severance framework for Amyris executives that aligns with peer practices. All continuing named executive officers, and all senior level employees of Amyris that were eligible to participate in the Plan, have entered into these agreements. The benefits under the executive severance plan supersede and replace the existing executive severance arrangements in each of the named executive officers’ (and eligible senior level employees’ offer letters) that were described in our 2013 proxy statement filed with the Securities and Exchange Commission on April 16, 2013. The potential payments payable under the Plan and related defined terms are described in detail below under “Potential Severance Payments upon Termination and upon Termination Following a Change in Control.” Ms. McFerson became eligible for certain of the benefits set forth in the Plan upon her departure from the company in January 2015. We believe that the Plan appropriately balances our need to offer a competitive level of severance protection to our executives and to induce our executives to remain in our employ through the potentially disruptive conditions that may exist around the time of a change in control, while not unduly rewarding executives for a termination of their employment. 39 Other Executive Benefits and Perquisites. We provide the following benefits to our executive officers on the same basis as other eligible employees: • • • • • health insurance; vacation, personal holidays and sick days; life insurance and supplemental life insurance; short-term and long-term disability; and a 401(k) plan with match. We believe these benefits are generally consistent with those offered by other companies with which we compete for executive talent. Some of the executives whom we have hired including Mr. Melo (and Raffi Asadorian, who joined us in January 2015), held positions in locations outside of Northern California at the time that they agreed to join us at our headquarters in Emeryville, California. We have agreed in these instances to pay relocation expenses to these executives, including temporary housing, costs associated with commuting from our facilities to their family’s home outside of Northern California. Additionally, we agreed to cover certain expenses incurred in connection with Mr. Diniz’ temporary relocation from Brazil and interim Chief Financial Officer assignment at our headquarters in Emeryville, California, including interim corporate in the amount of $10,000, spouse and family travel, housing, a relocation lump sum payment California-based medical and dental in connection with Mr. Diniz’ reassignment back to Brazil in January 2015, we paid a relocation lump sum payment in the amount of $9,482.80. The amounts of relocation and travel expenses paid in 2014 to named executive officers are included in the “All Other Compensation” column in the “Summary Compensation Table” below and the associated footnotes. Given the cost of living in the San Francisco Bay Area relative to most other metropolitan areas in the United States, we believe that in order for us not to be limited to hiring executives located near our headquarters in Emeryville, California, that we must be willing to offer to pay an agreed upon amount of relocation costs. insurance, and certain tax planning services. Furthermore, Other Compensation Practices and Policies. We have the following additional compensation practices and policies that apply to our named executive officers: Timing of Equity Awards. The timing of equity awards has been determined by the Board or Leadership Development and Compensation Committee based on the Board’s or committee’s view at the time regarding the adequacy of executive equity interests in Amyris for purposes of retention and motivation. In February 2014, our Board ratified our existing policy regarding equity award grant dates, fixing grant dates in an effort to ensure the integrity of the equity compensation award granting process. This policy took effect beginning with equity awards granted after the original adoption of the policy in March 2011. Under the policy, equity compensation awards are generally granted on the following schedule: • • For equity awards to ongoing employees, the grant date is set as of the first business day of the week following the week in which the award is approved; and For equity awards to new hires, the grant date is set as of the first business day of the week following the later of the week in which the award is approved or the week in which the new hire commences his or her employment. Tax Considerations. Section 162(m) of the Code disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1.0 million in any taxable year for its president and chief executive officer and each of the other named executive officers (other than its chief financial officer), unless compensation is “performance based.” To date, the Board has not previously taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation. However, our 2010 Equity Incentive Plan includes various provisions designed to allow us to qualify stock options and other equity awards and performance based compensation under Section 162(m), including a limitation on the maximum number of shares subject to awards that may be granted to an individual under the plan in any one year. Also, among other requirements, for certain awards granted under the 2010 Equity Incentive Plan 40 to qualify as fully deductible performance-based compensation under Section 162(m), our stockholders were required to re-approve the plan on or before the first annual meeting of stockholders at which directors were to be elected that occurred after the close of the third calendar year following the calendar year of our initial public offering. We sought and received such approval at our 2011 annual meeting of stockholders. Our Leadership Development and Compensation Committee may adopt a policy at some point in the future providing that, where reasonably practicable, we will seek to qualify the variable compensation paid to our executive officers for an exemption from the deductibility limitations of Section 162(m). Until such policy is implemented, our Leadership Development and Compensation Committee may, in its discretion, authorize compensation payments that do not consider the deductibility limit imposed by Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent. Policy Regarding Restatements. We do not have a formal policy regarding adjustment or recovery of awards or payments if the relevant performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce the size of the award or payment. Under those circumstances, the Board or the Leadership Development and Compensation Committee would evaluate whether adjustments or recoveries of awards were appropriate based upon the facts and circumstances surrounding the restatement. We anticipate that the Board or Leadership Development and Compensation Committee will adopt a policy regarding restatements in the future based on anticipated SEC and exchange regulations requiring listed companies to have a policy that requires repayment of incentive compensation that was paid to current or former executives over the three-year period prior to any restatement due to material noncompliance with financial reporting requirements. Stock Ownership and Hedging Policies. We have not established stock ownership or similar guidelines with regards to our executive officers. All of our executive officers currently have a direct or indirect, through their stock option holdings, equity interest in our company, and we believe that they regard the potential returns from these interests as a significant element of their potential compensation for services to us. We have generally targeted the market 75th percentile for executive officer equity compensation. We have a policy entitled “Procedures and Guidelines Governing Securities Trades by Company Personnel” (referred to as our Insider Trading Policy) that, among other things, prohibits trading while in possession of material non-public information. Under the Insider Trading Policy, our employees, officers and directors may not acquire, sell or trade in any interest or position relating to the future price of our securities (such as a put option, a call option or a short sale). Leadership Development and Compensation Committee Report* The Leadership Development and Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” contained in this Proxy Statement. Based on this review and discussion, the Leadership Development and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. Amyris, Inc. Leadership Development and Compensation Committee of the Board Carole Piwnica (Chair) Nam-Hai Chua John Doerr * The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Amyris under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. 41 Summary Compensation Table The following table sets forth information regarding 2014 compensation earned by our named executive officers. The table shows compensation for 2014 and, where the individual was a named executive officer for the relevant prior year, 2013 and 2012. Non-Equity Incentive Plan Compensation ($)(1) 359,888 150,000 100,000 133,304 85,000 108,000 104,518 120,000 60,000 All Other Compensation ($) Total ($) 405(11) — 10,279(3) 2,664,453 2,113,995 2,213,182 417,030(5) 5,081(6) 13,728(7) 1,238,471 850,750 720,364 2,460(8)(9) 1,003,670 1,020(9) 1,139,179 1,087,477 — Salary ($) 550,000 550,000 500,000 Stock Awards ($)(2) Option Awards ($)(2) 1,053,000 701,160 728,065 637,903 685,930 965,000 361,900(4) 377,861(4) 355,628(4) 164,970 261,800 193,000 161,267 121,008 50,008 322,920 318,570 598,300 215,022 340,839 62,510 358,750 358,750 366,667 375,000 311,298 147,420 375,700 142,569 411,620 35,375 35,000 405(11) 700,769 69,931(10)(11)1,203,549 2014 300,000 161,460 156,592 85,375 405(11) 703,832 Year 2014 2013 2012 2014 2013 2012 2014 2013 2012 2014 2013 Name and Principal Position John Melo President and Chief Executive Officer Paulo Diniz Former Interim Chief Financial Officer Joel Cherry President, Research and Development Susanna McFerson(12) Former Chief Business Officer Nicholas Khadder(13) Senior Vice President and General Counsel (1) As required under applicable rules of the Securities and Exchange Commission, payments under our 2014 annual bonus plan are included in the column entitled “Non-Equity Incentive Plan Compensation”, as they were based upon the satisfaction of pre-established performance targets, the outcome of which was substantially uncertain. (2) The amounts in the “Stock Awards” and “Option Awards” column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the awards are discussed in Note 11, “Stock-based Compensation Plans” of “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. To the extent that outstanding equity awards were materially modified during the year, including the re-pricing of certain options discussed above under “Executive Compensation — 2014 Compensation — Equity Awards,” the amounts in the “Stock Awards” and “Option Awards” columns reflect the incremental fair value, computed as of re-pricing or other modification date calculated in accordance with FASB ASC Topic 718, with respect to that re-priced or modified award. See the “Grants of Plan-Based Awards” table for additional information regarding stock and option awards granted in fiscal year 2014. These amounts do not correspond to the actual value that may be recognized by the named executive officers. (3) Includes $10,279 of personal travel expenses, including commuting expenses. (4) Mr. Diniz’ approved salary is $400,000; he is paid directly by Amyris Brasil and amounts reported in this table reflect the amount paid in Brazilian reais converted to U.S. dollars at the exchange rate on December 31, 2014. (5) Includes tax equalization payments on behalf of Paulo Diniz of $340,435 and other miscellaneous benefits, none of which individually exceeds $25,000 in value. Mr. Diniz did not receive any cash benefit from the tax equalization payments. The principle of the tax equalization is to leave the 42 individual in exactly the same position (i.e., no better and no worse) than if they had not become subject to U.S. taxation on a portion of their income. Also includes a $10,000 relocation bonus, a $62,592 reimbursement for temporary housing, and a $4,003 reimbursement for miscellaneous relocation related expenses. (6) Includes $5,081 of personal travel expenses, including commuting expenses. (7) Includes $13,728 of personal travel expenses, including commuting expenses. (8) Includes $1,440 for a stipend payable to certain Amyris employees that elect not to participate in certain of the company’s medical benefits programs. (9) Includes $1,020 reimbursement for commuting expenses. (10) Includes $52,270 reimbursement for temporary housing and $17,662 for relocation stipend. (11) Includes $405 paid by Amyris for taxes associated with long term disability. (12) Ms. McFerson joined Amyris on March 4, 2013 and was not a named executive officer in fiscal year 2012. Ms. McFerson ceased serving as a named executive officer in January 2015. The amount shown in the salary column for 2013 represents a partial year’s salary based on her March 2013 start date. (13) Mr. Khadder commenced his employment with Amyris in a prior year but did not serve as an executive officer until December 2013. Grants of Plan-Based Awards in Fiscal Year 2014 The following table sets forth information regarding grants of compensation in the form of plan-based awards made during fiscal year 2014 to our named executive officers. Name Grant Date(1) Approval Date of Grant(1) Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target ($)(2) Maximum ($)(2) Threshold ($)(2) All Other Stock Awards: Number of Shares of Stock or Units (#)(3) All Other Option Awards: Number of Securities Underlying Options (#)(4) Exercise or Base Price of Option Awards ($/Sh)(5) Melo, John . . . . 05/05/2014 05/01/2014 $360,000 $450,000 $675,000 300,000 Melo, John . . . . 05/05/2014 05/01/2014 Diniz, Paulo . . . 05/05/2014 05/01/2014 $160,000 $200,000 $300,000 47,000 Diniz, Paulo . . . 05/05/2014 05/01/2014 Cherry, Joel. . . . 05/05/2014 05/01/2014 $100,800 $126,000 $189,000 92,000 Cherry, Joel. . . . 05/05/2014 05/01/2014 Khadder, Nicholas. . . . 05/05/2014 05/01/2014 $ 80,000 $100,000 $150,000 46,000 Khadder, 300,000 3.51 69,000 3.51 92,000 3.51 Grant Date Fair Value of Stock and Option Awards ($)(6) 1,053,000 701,160 164,970 161,267 322,920 215,022 161,460 Nicholas. . . . 05/05/2014 05/01/2014 67,000 3.51 156,592 McFerson, Susanna . . . . 05/05/2014 05/01/2014 $ 80,000 $100,000 $150,000 42,000 147,420 McFerson, Susanna . . . . 05/05/2014 05/01/2014 61,000 3.51 142,569 (1) Our Board has adopted a policy regarding the grant date of such awards under which the grant date of all equity awards generally would be the first business day of the week following the week in which the award was approved by the Leadership Development and Compensation Committee. Notwithstanding such grant date, for purposes of determining the grant date fair value in accordance with FASB ASC Topic 718 (as described in footnote 6 below), the deemed grant date for restricted stock unit awards listed herein was generally the approval date set forth in the column entitled “Approval Date of Grant.” (2) In March 2014, the Leadership Development and Compensation Committee approved a non-equity incentive plan under which the eligibility amounts reported under “Estimated Future Payouts Under 43 Non-Equity Incentive Plan Awards” were based. The terms of the plan and actual amounts paid out under the 2014 bonus plan are discussed above in this Proxy Statement under “Executive Compensation — 2014 Compensation — Cash Bonuses” and the amounts paid out are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. The estimated future payouts as of December 31, 2014 shown in this table reflect the annual incentive awards that would have been at the threshold, target and maximum levels for each individual assuming that cash bonuses had been paid at each of such levels. (3) Amounts in this column represent restricted stock units granted under our 2010 Equity Incentive Plan. All restricted stock unit awards granted in May 2014 had a three-year vesting schedule from a vesting commencement date of April 1, 2014, with one third of the units vesting annually. (4) Amounts in this column represent stock option awards granted under our 2010 Equity Incentive Plan: All of the option awards granted in May 2014 were part of the annual grant process and had a four-year vesting schedule from a vesting commencement date of April 1, 2014, with 1/48th of the shares subject to the option vesting monthly. Such option grants are subject to certain rights to acceleration of vesting upon a change in control of our company and termination of employment following a change in control, as further described below under “Potential Payments upon Termination and upon Termination Following a Change in Control.” (5) The option exercise price per share is the closing price of our common stock on NASDAQ on the date of grant, which represents the fair value of our common stock on the same date. Restricted stock unit awards did not have any exercise price. (6) Reflects the grant date fair value of each award computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the awards are discussed in Note 11, “Stock Based Compensation Plans” of “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Narrative Disclosure to Summary Compensation and Grants of Plan-Based Awards Tables The material terms of the named executive officers’ annual compensation, including base salaries, discretionary cash bonuses, our equity award granting practices and severance benefits and explanations of compensation decisions for cash and equity compensation during 2014 are described in the “Compensation Discussion and Analysis” section above. As noted below under “Agreements with Executives, except for certain terms contained in offer letters and equity award agreements and participation agreements entered into in connection with the executive severance and change of control plan, none of our named executive officers has entered into a written employment agreement with us. 2015 Bonus Plan In February 2015, the Leadership Development and Compensation Committee approved a 2015 cash bonus plan (or the 2015 Bonus Plan) that included the cash bonus plan for our executive officers. The 2015 Bonus Plan is largely consistent with the 2014 bonus plan and provides the following structure for Amyris’ named executive officers set forth in this Proxy Statement: • • General Structure. The 2015 Bonus Plan provides for funding and payout of cash bonus awards based on quarterly and annual performance during 2015. The total potential funding of the 2015 Bonus Plan for each of these bonus periods is based on our performance under certain metrics set by the Leadership Development and Compensation Committee for each quarter and for the entire year and each named executive officer’s performance for the entire year. Payouts under the 2015 Bonus Plan would occur following a review of our results and performance each quarter and the named executive officers’ individual performance results at the end of the year. Funding Target Levels and Performance Metrics. The total funding possible under the 2015 Bonus Plan is based on a cash value (or the “Target Bonus Fund”) determined by the named executive officers’ target bonus levels. Target bonuses for the named executive officers vary by officer, but are generally set between 30% and 35% of annual base salary, other than for the Chief Executive Officer, whose target bonus is set at approximately 80% of his annual base salary. The 44 • • aggregate amount of these target bonuses are the basis for the total funding of the 2015 Bonus Plan. The quarterly and annual funding of the 2015 Bonus Plan is based on achievement of the following company performance metrics for each quarter during 2015 (as determined by the Leadership Development and Compensation Committee and, in the case of quarterly funding, as applicable for the quarter based on Amyris’ operating plan): total revenues (weighted 40%), cash operating expenditures (weighted 30%) and production costs (weighted 30%). Funding Calculation. For each of the four quarterly periods of the 2015 Bonus Plan, the 2015 Bonus Plan allocates 12.5% of the total Target Bonus Fund. For the annual period of the 2015 Bonus Plan, the 2015 Bonus Plan allocates 50% of the total Target Bonus Fund. If we do not achieve at least a “threshold” level of the performance metrics described above for a given 2015 Bonus Plan period, no funding would occur under the 2015 Bonus Plan. If we achieve at least the threshold level, 70% funding would occur. For achievement of performance metrics between the threshold level and “target” level, a pro rata increase in funding would occur up to 100% of the Target Bonus Fund allocated to such period. For achievement of performance metrics above the target level, for the annual funding, a pro rata increase in funding would occur up to 150% of the Target Bonus Fund. The threshold and 150% (or “superior”) performance levels and associated funding are intended to capture the relative difficulty of achievement. Payouts. Any payouts for the quarterly bonus periods would be the same as the funded level (provided the recipient meets eligibility requirements through the payout date), and would be subject to a cap of 100% of the allocated quarterly Target Bonus Fund. Any funding in excess of 100% of the allocated quarterly Target Bonus Fund would not be paid out, and instead would be allocable to subsequent quarters (up to 100% of the allocated Target Bonus Fund for the subsequent quarter) and/or the annual bonus fund, in that order. Excess quarterly funding not paid, but added to the annual bonus fund, is in addition to the annual bonus fund maximum of 150% of the annual Target Bonus Fund. Payouts for the annual bonus period would be made from the aggregate funded amount in the discretion of the Leadership Development and Compensation Committee based on Amyris’ and individual performance, and could range from 0% to 200% of an individual’s target bonus. 45 Outstanding Equity Awards as of December 31, 2014 The following table sets forth information regarding outstanding equity awards held as of December 31, 2014 by our named executive officers. Option Awards Stock Awards Name John Melo Paulo Diniz Joel Cherry Number of Securities Underlying Unexercised Options (#) Exercisable 279,979(1)(2)(9) 298,004(3)(12) 82,250(5)(13) 66,666(5)(15) 150,416(5)(17) —(4)(19) 187,500(2)(14) 13,333(5)(15) 25,000(5)(17) —(4)(19) 163,500(1)(2)(10) 20,000(1)(3)(11) 24,479(5)(13) 16,666(5)(15) 70,416(5)(17) —(4)(19) Number of Securities Underlying Unexercised Options (#) Unexercisable — — 1,750 33,334 210,584 300,000 62,500 6,667 35,000 69,000 — — 521 8,334 98,584 92,000 Option Exercise Price ($/Sh) $ 3.93 $20.41 $26.84 $ 3.86 $ 2.87 $ 3.51 $26.84 $ 3.86 $ 2.87 $ 3.51 $ 4.31 $ 9.32 $26.84 $ 3.86 $ 2.87 $ 3.51 Option Expiration Date 08/25/2018 04/20/2020 04/15/2021 04/09/2022 06/03/2023 05/05/2024 04/15/2021 04/09/2022 06/03/2023 05/05/2024 09/14/2019 01/07/2020 04/15/2021 04/09/2022 06/03/2023 05/05/2024 Susanna McFerson 87,500(4)(16) —(4)(19) 112,500 61,000 $ 2.89 $ 3.51 03/11/2023 05/05/2024 Nicholas Khadder 2,400(5)(28) 20,833(20)(24) 4,125(21)(25) 18,750(17)(26) 29,166(18)(27) —(4)(19) 3,200 4,167 6,375 26,250 70,834 67,000 $ 3.86 $16.00 $ 2.60 $ 2.79 $ 2.94 $ 3.51 04/09/2022 12/10/2020 06/11/2022 07/22/2023 12/16/2023 05/05/2024 Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($)(29) 475,999(6)(7)(13)(16)(18)(19) $980,558 123,665(6)(14)(16)(18)(19) $254,750 184,333(6)(7)(13)(16)(18)(19) $379,726 92,000(8)(17)(19) $189,520 106,999(6)(17)(19)(28)(23) $220,418 (1) Options granted under the 2005 Stock Option/Stock Issuance Plan to our named executive officers are immediately exercisable, regardless of vesting schedule. (2) Options vest as to 20% of the original number of shares on the first anniversary of the vesting commencement date, which is a date fixed by the Board or Leadership Development and Compensation Committee when granting equity awards, and as to an additional 1/60th of the original number of shares each month thereafter until the fifth anniversary of the vesting commencement date, subject to continued service through each vesting date. (3) Options vest at a rate of 1/60th of commencement date until the fifth anniversary of continued service through each vesting date. the original number of shares monthly from the vesting the vesting commencement date, subject to 46 (4) Options vest as to 25% of the original number of shares on the first anniversary of the vesting commencement date, and as to an additional 1/48th of the original number of shares each month thereafter until the fourth anniversary of the vesting commencement date, subject to continued service through each vesting date. (5) Options vest at a rate of 1/48th of the original number of shares monthly from the vesting commencement date until the fourth anniversary of the vesting commencement date, subject to continued service through each vesting date. (6) Restricted stock units vest at a rate of 1/3rd of the original number of units annually from the vesting the vesting commencement date, subject to commencement date until the third anniversary of continued service through each vesting date. (7) Restricted stock units vest as to 100% of the units subject to the award on the second anniversary of the vesting commencement date, subject to continued service through each vesting date. (8) Restricted stock units vest as to 80,000 of the units subject to the award after one year from the vesting commencement date, the remainder after two years from the vesting commencement date. (9) The vesting commencement date of this grant was June 3, 2008. (10) The vesting commencement date of this grant was November 3, 2008. (11) The vesting commencement date of this grant was October 27, 2009. (12) The vesting commencement date of this grant is April 20, 2010. (13) The vesting commencement date of this grant was January 1, 2011. (14) The vesting commencement date of this grant was March 1, 2011. (15) The vesting commencement date of this grant was April 1, 2012. (16) The vesting commencement date of this grant was March 4, 2013. (17) The vesting commencement date of this grant was April 1, 2013. (18) The vesting commencement date of this grant was October 1, 2013. (19) The vesting commencement date of this grant is April 1, 2014 (20) The vesting commencement date of this grant was October 25, 2010 (21) The vesting commencement date of this grant was May 1, 2012 (22) The vesting commencement date of this grant was April 1, 2013 (23) The vesting commencement date of this grant was October 1, 2013. (24) The stock option vested as to 1/5th of the total number of shares subject to the option on October 25, 2011, and thereafter vests as to 1/60th of the total number of shares subject to the option in equal monthly installments. (25) The stock option vests as to 1/48th of the total number of shares subject to the option in equal monthly installments. (26) The stock option vests as to 1/4th of the total number of shares subject to the option on April 1, 2014, and thereafter vests as to 1/48th of the total number of shares subject to the option in equal monthly installments. (27) The stock option vests as to 1/4th of the total number of shares subject to the option on October 1, 2014, and thereafter vests as to 1/48th of the total number of shares subject to the option in equal monthly installments. (28) The vesting commencement date of this grant was April 9, 2013 47 (29) Calculated by multiplying the closing price of our common stock on NASDAQ on December 31, 2014, $2.06, by the number of units that had not vested as of December 31, 2014. Option Exercises and Stock Vested During Fiscal Year 2014 The following table shows information regarding exercise of options and vesting of restricted stock and restricted stock units held by our named executive officers during fiscal year 2014: Option Awards Stock Awards Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($)(1) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($)(1) Name John Melo . . . . . . . . . . . . . . . . . . . . . . . . . . . Paulo Diniz . . . . . . . . . . . . . . . . . . . . . . . . . . Joel Cherry . . . . . . . . . . . . . . . . . . . . . . . . . . Susanna McFerson . . . . . . . . . . . . . . . . . . . . . Nicholas Khadder . . . . . . . . . . . . . . . . . . . . . . 375 649 304,000 1,351,830 60,001 158,666 80,000 38,833 258,871 705,377 404,000 154,415 (1) Values realized on exercise are calculated based on the closing price as reported on NASDAQ for our common stock on the date of exercise. Pension Benefits None of our named executive officers participates in, or has an account balance in, a qualified or non-qualified defined benefit plan sponsored by us. Non-Qualified Deferred Compensation None of our named executive officers participates in, or has account balances in, a traditional non-qualified deferred compensation plan or other deferred compensation plans maintained by us. Potential Severance Payments upon Termination and upon Termination Following a Change in Control Change in Control Arrangements in Severance and Change of Control Plan. In November 2013, the Leadership Development and Compensation Committee of the Board adopted the Amyris, Inc. Executive Severance Plan. The plan has a term of 36 months, which commenced in November 2013. The Leadership Development and Compensation Committee adopted the Executive Severance Plan to provide a consistent and updated severance framework for Amyris executives that aligns with peer practices. Our named executive officers and other senior level employees were eligible to participate in the executive severance plan, subject to their execution of a participation agreement and other eligibility requirements. All continuing named executive officer and senior level employees that were eligible to participate in the executive severance plan have executed their respective participation agreements. The benefits under the executive severance plan supersede and replace the existing executive severance arrangements in each of our named executive officers’ (and eligible senior level employees’) offer letters that were described in our 2013 proxy statement filed with the Securities and Exchange Commission on April 16, 2013. In connection with the execution of a participation agreement, the participants are eligible for the following benefits under the Executive Severance Plan. Upon involuntary termination by Amyris of a participant’s employment other than for “cause” or termination by the participant of such participant’s employment for “good reason” (each as defined below) (referred to as an “Involuntary Termination”), the participant becomes eligible for the following severance benefits from Amyris: • • 12 months of base salary continuation (18 months for the Chief Executive Officer) 12 months of health benefits continuation (18 months for the Chief Executive Officer) 48 Upon an Involuntary Termination of a participant at any time within the period beginning three months before and ending 12 months after a change in control of Amyris, each participant becomes eligible for the following severance benefits from Amyris: • • • 18 months of base salary continuation (24 months for the Chief Executive Officer) 18 months of health benefits continuation (including for the Chief Executive Officer) Automatic acceleration of vesting of all outstanding equity awards then held by the participant In each case, the benefits are contingent upon the participant complying with various requirements, including non-solicitation and confidentiality obligations to Amyris, and on execution by the participant of a standard company release of claims within 60 days of the participant’s separation from service. The benefits are subject to forfeiture if, among other things, the participant commences employment with another employer or breaches any of his or her obligations under the executive severance plan and related agreements. The benefits are subject to adjustment and deferral based on applicable tax rules relating change-in-control payments and deferred compensation. Under the Executive Severance Plan, “cause” generally encompasses the participant’s: (i) gross negligence or intentional misconduct; (ii) failure or inability to satisfactorily perform any assigned duties; (iii) commission of any act of fraud or misappropriation of property or material dishonesty; (iv) conviction of a felony or a crime involving moral turpitude; (v) unauthorized use or disclosure of the confidential information or trade secrets of Amyris or any of our affiliates that use causes material harm to Amyris; (vi) material breach of contractual obligations or policies; (vii) failure to cooperate in good faith with investigations; or (viii) failure to comply with confidentiality or intellectual property agreements. Prior to any determination that “cause” under this Executive Severance Plan, we are generally required to provide notice to the participant and a 30-day cure period. “Good reason” generally means: (i) a material reduction of the participant’s role at Amyris; (ii) certain reductions of base salary; (iii) a workplace relocation of more than 50 miles; or (iv) our failure to obtain the assumption of the executive severance plan by a successor. In order for a participant to assert good reason for his or her resignation, he or she must provide us with 90 days written notice and allow us 30 days to cure the condition. Additionally, if we fail to cure the condition within the cure period, the participant must terminate employment with us within 30 days of the end of the cure period. To the extent any severance benefits to a named executive officer constitute deferred compensation subject to Section 409A of the Code and such officer is deemed a “specified employee” under Section 409A, then we will defer payment of these benefits to the extent necessary to avoid adverse tax treatment. We believe that the Executive Severance Plan appropriately balances our need to offer a competitive level of severance protection to our executives and to induce our executives to remain in our employ through the potentially disruptive conditions that may exist around the time of a change in control, while not unduly rewarding executives for a termination of their employment. Ms. McFerson became eligible for the benefits set forth in the executive severance plan in January 2015. 49 The following table summarizes the potential payments and benefits payable to each of our named executive officers upon (i) termination of employment other than for cause and (ii) termination without cause or constructive termination following a change in our control, modeling, in each situation, that termination and change of control, where applicable, occurred on December 31, 2014. Qualifying Termination Other Than for Cause Not in Connection with a Change of Control Qualifying Change of Control and Termination Without Cause or Constructive Termination Within Qualifying Period Following a Change of Control Continuing Health Benefits ($)(1) Value of Accelerated Options or Shares ($)(2) Base Salary ($)(1) Base Salary ($)(3) Continuing Health Benefits ($)(3) Value of Accelerated Options or Shares ($)(4) Name John Melo . . . . . . . . . . 825,000.00 20,938.48 Paulo Diniz . . . . . . . . . 400,000.00 12,906.35 Joel Cherry . . . . . . . . . . 358,750.00 118.85 Nicholas Khadder . . . . . Zanna McFerson(5) . . . . 300,000.00 375,000.00 19,970.78 6,470.80 — — — — 1,100,000.00 600,000.00 $27,917.97(6) 980,557.94 254,749.90 $19,359.52 538,125.00 $ 178.28 379,725.98 450,000.00 562,500.00 $29,956.18 $ 9,706.20 220,417.94 189,520.00 (1) The amounts in this column assume that the respective named executive officer has not started employment with another company before the expiration of 12 months (and 18 months for the Chief Executive Officer) from termination of his or her employment with us. (2) Accelerated vesting only applicable in the event of a termination in conjunction with a change of control event. (3) The amounts in this column assume that the respective named executive officer has not started employment with another company before the expiration of 18 months (and 24 months for the Chief Executive Officer) from termination of his or her employment with us. (4) With respect to outstanding options as of December 31, 2014, this amount is equal to (a) the number of shares underlying unexercised options that would vest as a direct result of employment termination without cause or constructive termination following a change of control, assuming a December 31, 2014, change of control and employment termination, multiplied by (b) the excess of $2.06, the closing market price of our common stock on NASDAQ as of December 31, 2014, over the exercise price of the options. With respect to restricted stock unit awards held by the named executive officer, this amount is equal to (a) the number of unvested units that would vest as a direct result of employment termination without cause or constructive termination following a change of control, assuming a December 31, 2014, change of control and employment termination, multiplied by (b) $2.06. Options with exercise prices higher than $2.06 are excluded from the calculation. (5) Ms. McFerson became eligible for certain of the non-change of control related benefits set forth in the executive severance plan upon her departure from Amyris in January 2015. (6) COBRA is limited to 18 months after termination unless such individual is within 8 months of being eligible for Medicare. This figure is a projection of costs for 24 months of coverage. Agreements with Executives We do not have formal employment agreements with any of our named executive officers. The initial compensation of each named executive officer was set forth in an offer or promotion letter that we executed with him or her at the time his or her employment with us commenced (or at the time of his or her promotion, as the case may be). Each offer letter provides that the named executive officer’s employment is at will. As a condition to their employment, our named executive officers entered into non-competition, non-solicitation and proprietary information and inventions assignment agreements. Under these agreements, each named executive officer has agreed (i) not to solicit our employees during his or her employment and for a period of 12 months after the termination of his or her employment, (ii) not to 50 compete with us or assist any other person to compete with us during the officer’s employment with us and (iii) to protect our confidential and proprietary information and to assign to us intellectual property developed during the course of his or her employment. See above “Executive Compensation — Potential Severance Payments upon Termination and upon Termination Following a Change in Control” for a description of potential payments to our named executive officers on a change of control. Limitation of Liability and Indemnification Our certificate of incorporation limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the Delaware General Corporation Law and provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary duty or other duty as a director. However, these provisions do not eliminate or limit the liability of any of our directors for: • • • • any breach of the director’s duty of loyalty to us or our stockholders; acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; voting or assenting to unlawful payments of dividends, stock repurchases or other distributions; or any transaction from which the director derived an improper personal benefit. Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to such amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law. In addition, our currently-effective bylaws provide that we must indemnify our directors and officers and we must advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions. We maintain an insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers. Certain of our non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of the Board. We have entered into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers. We are not presently aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. 51 Rule 10b5-1 Sales Plans Certain of our directors and executive officers have adopted written plans, known as Rule 10b5-1 plans under which they have contracted with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or executive officer may amend or terminate the plan in some circumstances. Our directors and executive officers may also buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material, nonpublic information. 52 DIRECTOR COMPENSATION Mr. Melo did not receive any compensation in connection with his service as a director due to his status as an employee. The compensation that we pay to Mr. Melo is discussed in the “Executive Compensation” section of this prospectus. Director Compensation for Fiscal Year 2014 During the fiscal year ended December 31, 2014, our directors who served during 2014 (other than Mr. Melo) received the following compensation in connection with their service as directors: Name Arthur Levinson(4) Philippe Boisseau . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nam-Hai Chua . . . . . . . . . . . . . . . . . . . . . . . . . John Doerr . . . . . . . . . . . . . . . . . . . . . . . . . . . Geoffrey Duyk . . . . . . . . . . . . . . . . . . . . . . . . . Carole Piwnica . . . . . . . . . . . . . . . . . . . . . . . . . Fernando de Castro Reinach . . . . . . . . . . . . . . . HH Sheikh Abdullah bin Khalifa Al Thani . . . . . R. Neil Williams . . . . . . . . . . . . . . . . . . . . . . . . Patrick Yang(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . Fees Earned or Paid in Cash ($)(1) Stock Awards ($)(2)(5) Option Awards ($)(2)(5) All Other Director Compensation ($) 14,615 40,000 49,035 54,000 47,500 54,500 47,500 40,000 55,000 20,000 — — — — 11,580 15,240 11,580 15,240 11,580 11,580 11,580 11,580 11,580 11,580 15,240 15,240 15,240 15,240 15,240 64,346 — — — — — — — — — — Total ($)(6) 14,615 40,000 75,855 80,820 74,320 81,320 74,320 66,820 81,820 95,926 (1) Reflects board, committee chair and committee retainer fees earned during fiscal year 2014, as well as reimbursement of expenses (2) The amounts in the “Stock Awards” and “Option Awards” column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The assumptions made in the valuation of the awards are discussed in Note 11, “Stock Based Compensation Plans” of “Notes to Consolidated Financial Statements” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. These amounts do not correspond to the actual value that may be recognized by the directors. (3) In July 2014, Dr. Yang received an initial stock option award from our 2010 Equity Incentive Plan under the director compensation program as described in “Narrative to Director Compensation Tables” below. The initial 20,000 options granted to Dr. Yang vests in quarterly increments over three years from July 1, 2014 at a rate of 1/12th per quarter. (4) Dr. Levinson resigned from the Board in May 2014 and did not receive the annual equity award grants made to other outside directors. The fees earned by Dr. Levinson in 2014 represent retainer fees earned by Dr. Levinson through his resignation date. Dr. Yang joined the Board in July 2014 and the fees earned by Dr. Yang in 2014 represent fees earned for the portion of the year that he served on the Board and exclude certain additional equity compensation that Dr. Yang earned for consulting services provided in 2013 and 2014. (5) In August 2014, each of our non-employee directors other than Mr. Boisseau (and excluding Dr. Levinson who resigned from the board prior to the grant date) received an annual stock option award and restricted stock unit award under our 2010 Equity Incentive Plan. Mr. Boisseau declined the annual award. These awards were contemplated by our director compensation program (described in “Narrative to Director Compensation Tables” below). With the exception of the initial director stock option awards granted to Dr. Yang, these option and restricted stock unit awards will become fully vested one year from August 7, 2014. The grant date fair value for these awards, as calculated under FASB ASC Topic 718 for financial statement reporting purposes was as shown: 53 Name Number of Shares of Stock or Units (#) Number of Securities Underlying Options ($) Exercise Price Per Share ($) Value of Stock and Option Awards ($) Date of Grant Nam-Hai Chua . . . . . . . . . . . . . . . . . . . . . . 8/6/2014 6,000 3.86 Nam-Hai Chua . . . . . . . . . . . . . . . . . . . . . . 8/6/2014 3,000 John Doerr . . . . . . . . . . . . . . . . . . . . . . . . . 8/6/2014 6,000 3.86 John Doerr . . . . . . . . . . . . . . . . . . . . . . . . . 8/6/2014 3,000 Geoffrey Duyk . . . . . . . . . . . . . . . . . . . . . . . 8/6/2014 6,000 3.86 Geoffrey Duyk . . . . . . . . . . . . . . . . . . . . . . . 8/6/2014 3,000 Carole Piwnica . . . . . . . . . . . . . . . . . . . . . . . 8/6/2014 6,000 3.86 Carole Piwnica . . . . . . . . . . . . . . . . . . . . . . . 8/6/2014 3,000 Fernando de Castro Reinach . . . . . . . . . . . . . 8/6/2014 6,000 3.86 Fernando de Castro Reinach . . . . . . . . . . . . . 8/6/2014 3,000 HH Sheikh Abdullah bin Khalifa Al Thani . . . 8/6/2014 6,000 3.86 HH Sheikh Abdullah bin Khalifa Al Thani . . . 8/6/2014 R. Neil Williams . . . . . . . . . . . . . . . . . . . . . 8/6/2014 R. Neil Williams . . . . . . . . . . . . . . . . . . . . . 8/6/2014 Patrick Yang . . . . . . . . . . . . . . . . . . . . . . . . 7/1/2014 Patrick Yang . . . . . . . . . . . . . . . . . . . . . . . . 8/6/2014 Patrick Yang . . . . . . . . . . . . . . . . . . . . . . . . 8/6/2014 3,000 3,000 3,000 6,000 3.86 20,000 6,000 3.73 3.86 15,240 11,580 15,240 11,580 15,240 11,580 15,240 11,580 15,240 11,580 15,240 11,580 15,240 11,580 49,106 15,240 11,580 (6) At December 31, 2014, the following non-employee directors who served during 2014 each held equity awards covering the following aggregate numbers of shares and units: Name Philippe Boisseau . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nam-Hai Chua . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John Doerr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Geoffrey Duyk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Arthur Levinson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John Melo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Carole Piwnica . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fernando de Castro Reinach . . . . . . . . . . . . . . . . . . . . . . . . HH Sheikh Abdullah bin Khalifa Al Thani . . . . . . . . . . . . . . R. Neil Williams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pat Yang(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding Options (Shares) — 38,000 44,000 38,000 — 1,422,983 44,000 44,000 38,000 32,000 146,000 Outstanding Stock Awards (Units) — 3,000 3,000 3,000 — 475,999 3,000 3,000 3,000 3,000 3,000 (7) This figure includes 120,000 options which Dr. Yang received for consulting work provided to the Company in 2013 – 2014 prior to his appointment to the Board. Such amount is not reflected above in the table setting forth total compensation paid to directors in 2014. 54 Narrative to Director Compensation Tables In December 2010, the Board adopted a director compensation program that took effect on January 1, 2011. In February 2012, October 2013, November 2013 and November 2014, respectively, the Leadership Development and Compensation Committee determined that it would not recommend to the Board any changes to such program for 2012, 2013, 2014 or 2015, respectively. In February 2015, the Board determined that, due to the commitment required for the role and consistent with similarly situated companies, the annual retainer payable to the chair of the audit committee should be increased from $15,000 to $30,000. Under this program, in each case subject to final approval by the Board with respect to equity awards: • • • • • Each non-employee director receives an annual cash retainer of $40,000, an initial award of an option to purchase 20,000 shares of our common stock upon joining the Board, and an annual award of an option to purchase 6,000 shares and of 3,000 restricted stock units. The initial option award vests in equal quarterly installments over three years, and the annual option and restricted stock unit awards become fully vested after one year. The chair of the Audit Committee receives an additional annual cash retainer of $15,000, which as of February 2015, has been increased to $30,000 annually (retroactive to January 1, 2015). The chair of the Leadership Development and Compensation Committee receives an additional annual cash retainer of $10,000. The chair of the Nominating and Governance Committee receives an additional annual cash retainer of $9,000. Audit Committee, Leadership Development and Compensation Committee and Nominating and Governance Committee members other than the chair receive an annual retainer of $7,500, $5,000 and $4,500, respectively. In general, we pay all the retainers described above quarterly in arrears. In cases where a non-employee director serves for part of the year in a capacity entitling him or her to a retainer payment, the retainer is prorated to reflect his or her period of service in that capacity. Non-employee directors are also eligible for reimbursement of their expenses incurred in attending Board meetings. 55 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The members of the Leadership Development and Compensation Committee for fiscal year 2014 were Nam-Hai Chua, John Doerr and Carole Piwnica. None of these directors was an officer or employee of Amyris or any of our subsidiaries in fiscal year 2014, nor are any of these directors former officers of Amyris or any of our subsidiaries. Except as set forth under “Transactions with Related Persons” below, none of these directors has any relationships with us of the type that are required to be disclosed under Item 404 of Regulation S-K. None of our executive officers has served as a member of the board of directors or as a member of the compensation or similar committee of any entity that has one or more executive officers who have served on our Board or Leadership Development and Compensation Committee during fiscal year 2014. Mr. Doerr, Dr. Chua and Ms. Piwnica may be deemed to have interests in certain transactions with us, as more fully described in “Transactions with Related Persons” below. 56 TRANSACTIONS WITH RELATED PERSONS In addition to the compensation arrangements, including employment, termination of employment and change-in-control and indemnification arrangements, discussed, when required, above under “Executive Compensation — Limitation of Liability and Indemnification,” the following is a description of each transaction since the beginning of 2014, and each currently proposed transaction in which: • • • we have been or are to be a participant; the amount involved exceeds $120,000; and any of our directors, executive officers or holders of more than 5% of any class of our capital stock at the time of the transactions in issue, or any immediate family member of or person sharing the household with any of these individuals, had or will have a direct or indirect material interest. Total Transactions Collaboration Agreement and Funding Collaboration In June 2010, we entered into a technology license, development, research and collaboration agreement with Total (which is an affiliate of our director, Philippe Boisseau, and which beneficially owned approximately 25.8% of our outstanding common stock as of March 15, 2015. This agreement provided for joint collaboration on the development of products through the use of our synthetic biology platform. In November 2011, we entered into an amendment of the collaboration agreement with Total with respect to development and commercialization of Biofene for fuels. This represented an expansion of the initial collaboration with Total, and established a global, exclusive collaboration for the development of Biofene for fuels and a framework for the creation of a joint venture to manufacture and commercialize Biofene for diesel. In addition, a limited number of other potential products were subject to development for the joint venture on a non-exclusive basis. In July 2012, we entered into a further amendment of the collaboration agreement with Total that expanded Total’s investment in the Biofene collaboration, incorporated the development of certain joint venture products for use in diesel and jet fuel into the scope of the collaboration, and changed the structure of the funding from Total for the collaboration to include a convertible debt mechanism. Under these agreements, (collectively referred to as the “July 2012 Agreements”), the parties would grant exclusive manufacturing and commercial licenses to the joint venture for the joint venture products (diesel and jet fuel from Biofene) when the joint venture was formed. The licenses to the joint venture were to be consistent with the principle that development, production and commercialization of the joint venture products in Brazil would remain with us unless Total elected, after formation of the operational joint venture, to have such business contributed to the joint venture (see below for additional detail). With respect to funding from Total for the collaboration, the July 2012 Agreements established a funding framework tied to a series of “go/no-go” decisions by Total with respect to the fuels collaboration. In conjunction with funding decisions in July 2013 and July 2014, Total would have the right to determine whether or not to proceed and continue funding the program. Then, thirty days following the earlier of the completion of the research and development program and December 31, 2016, Total would have a final opportunity to decide whether or not to proceed with the program — a decision point referred to as a “Final Go/No-Go Decision.” The funding history and structure of the program is described in more detail below; however, the aggregate funding provided by Total under the July 2012 Agreements was $105 million, paid in installments over a period from July 2012 through January 2015, with Amyris convertible promissory notes issued to Total in each closing. At either of the initial decision points described above (in July 2013 or July 2014), if Total had decided not to continue to fund the program, the outstanding convertible promissory notes issued under this funding structure would have remained outstanding and become payable by us at the maturity date in 57 March 2017, the research and development program and associated agreements would have terminated, and all rights granted to Total and the joint venture related to Biofene-based diesel and jet fuel would have reverted to us. Total did, however, decide to proceed with funding the program at each of the initial decision points as described in more detail below. In the Final Go/No-Go Decision, Total could elect whether or not to go forward with the full operational program (which election encompasses the following options: (a) proceed with both diesel and jet fuel, (b) proceed with only the jet fuel component of the program, or (c) elect to cease Total’s participation in the program entirely). In case of a full go decision, the parties would cause the existing joint venture entity to become an operational diesel and jet fuel joint venture and the outstanding notes would be canceled. In case of a go decision only with respect to jet fuel, the parties would cause the existing joint venture entity to become an operational joint venture only for jet fuel (and the rights associated with diesel would terminate), 70% of the outstanding notes would remain outstanding and become payable by us, and 30% of the outstanding notes would be canceled. In case of a no-go decision, the outstanding notes would remain outstanding as described above for the earlier no-go decision opportunities. In case of a final go decision, if the parties are unable to reach final agreement on the terms (including business plans and budgets) of the operational joint venture, Total would have the right to buy our interest in the operational joint venture. Also, if the operational joint venture is formed, Total would have an option to require us to contribute our Brazil-based fuels business to the operational joint venture at a price based on our historical investment in the Brazil business). Funding History Under the July 2012 Agreements, we issued convertible promissory notes (collectively referred to as the “R&D Notes”) to Total for an aggregate of $30.0 million in new cash and to document $23.3 million in previous funding from Total in the third quarter of 2012 and an additional $30.0 million in new cash in 2013. We issued additional R&D Notes in July 2014 and January 2015 for aggregate cash proceeds of $21.7 million (in two installments of $10.85 million). The conversion price of the notes issued in July 2014 and January 2015 were adjusted from $7.0682 per share to $4.11 pursuant to a March 2014 letter agreement between us and Total, which was approved by our stockholders at our 2014 Annual Meeting of stockholders. As discussed above, upon completion of the research and development program, assuming Total makes a final “Go” decision with respect to commercialization of the products that are the subject of the research and development program, we and Total will operationalize a joint venture company (which was formed in December 2013, but is not currently operational) that has exclusive rights to produce and market renewable diesel and/or jet fuel. Should Total decide not to pursue commercialization, we are obligated to repay the R&D Notes, or Total may elect to convert the principal amount of the R&D Notes into common stock (at an initial conversion price of $7.0682 per share for those notes issued in 2012, an initial conversion price of $3.08 per share for those notes issued in 2013, and an initial conversion price of $4.11 per share for those notes issued in July 2014 and January 2015). Pro Rata Rights Under the July 2012 Agreements, Total was granted a right to participate in certain future equity or convertible debt financings to preserve its pro rata ownership. The purchase price for the first $30 million of purchases under this pro rata right could, at Total’s option, be paid by cancellation of outstanding R&D Notes held by Total. Total has since, in financings that closed in December 2012, October 2013, December 2013, January 2014 and May 2014 used and extinguished that right. In December 2012, Total elected to participate in a private placement of our common stock by exchanging approximately $5.0 million of its $53.3 million in senior unsecured convertible promissory notes then outstanding for 1,677,852 of our common stock at a price of $2.98 per share. As such, $5.0 million of the outstanding $53.3 million in senior unsecured convertible promissory notes was cancelled. Total then purchased approximately $9.3 million of Tranche I Notes (as described below in the transactions completed in connection with the August SPA (as defined below)) through cancellation of same amount of principal of previously outstanding R&D Notes held by Total. Total also later purchased approximately $6.0 million of 58 Tranche II Notes (as described below in the transactions completed in connection with the August SPA) through cancellation of the same amount of principal of previously outstanding R&D Notes held by Total. Finally, in connection with the 144A Offering (as described below), we used approximately $9.7 million of the net proceeds of the 144A Offering to repay Total such amount of previously issued R&D Notes (representing the amount of notes purchased by Total from Morgan Stanley & Co. (as the initial purchaser) under the 144A Offering). As of March 15, 2015, $75.0 million of R&D Notes remained outstanding. Additionally, separate from the pro rata rights granted to Total under the July 2012 Agreements, in connection with subsequent investments by Total in Amyris, we granted Total, among other investors, a right of first investment if we sell securities in a private placement financing transaction. With these rights, Total and other investors may subscribe for a portion of any new financing and require us to comply with certain notice periods. Further, Total and other holders of notes issued in the first and second tranches under that certain securities purchase agreement (the “August 2013 SPA”) entered into in August 2013 (or, the “August 2013 Financing”, and the notes issued thereunder, the “Tranche I Notes” and “Tranche II Notes,” respectively) have a right to cancel certain outstanding Tranche I Notes and Tranche II Notes to exercise pro rata rights under the August 2013 SPA. To the extent Total or other investors exercise these rights, it will reduce the cash proceeds we may realize from the relevant financing. Terms of R&D Notes The currently outstanding R&D Notes have a March 1, 2017 maturity date. As of March 15, 2015, after cancellation of certain of the R&D Notes, there was $30.0 million in outstanding principal under R&D Notes with a conversion price of $3.08 per share, there was $21.7 million in outstanding principal under R&D Notes with a conversion price of $4.11 per share and there was $23.3 million in outstanding principal under R&D Notes with a conversion price of $7.0682 per share. The R&D Notes become convertible into common stock or payable by Amyris to Total depending on various conditions, including whether or not Total makes “Go” or “No-Go” decisions as described above. Specifically, each R&D Note becomes convertible into our common stock (i) within 10 trading days prior to maturity (if it is not canceled prior to its maturity date based on a go decision), (ii) on a change of control of Amyris, (iii) if Total is no longer our largest stockholder following a no-go decision, and (iv) on our default. If Total makes a final go decision, then the R&D Notes will be exchanged by Total for equity interests in the fuels joint venture contemplated by the collaboration, after which the R&D Notes will not be convertible and any obligation to pay principal or interest on the R&D Notes will be extinguished. If Total makes a no-go or a partial go decision, all or a portion of the outstanding R&D Notes will remain outstanding and become payable at maturity. The R&D Notes bear interest of 1.5% per year (with a default rate of 2.5%), accruing from date of funding and payable at maturity or on conversion or a change of control where Total exercises a right to require us to repay the R&D Notes. Accrued interest is canceled if the R&D Notes are canceled based on a go decision. The conversion price of the R&D Notes is subject to adjustment for proportional adjustments to outstanding common stock and under anti-dilution provisions in case of certain dividends and distributions. Total has a right to require repayment of 101% of the principal amount of the R&D Notes in the event of a change of control of Amyris and the R&D Notes provide for payment of unpaid interest on conversion following such a change of control if Total does not require such repayment. The R&D Notes and the associated purchase agreement include covenants regarding payment of interest, maintenance of our listing status, limitations on debt, maintenance of corporate existence, and filing of reports with the SEC. The R&D Notes include standard events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, cross-defaults, and breaches of the covenants in the R&D Notes and purchase agreement, with added default interest rates and associated cure periods applicable to the covenant regarding Securities and Exchange Commission reporting. Pilot Plant Agreements. In May 2014, we entered into a Pilot Plant Services Agreement and a Sublease Agreement (together with the Pilot Plant Services Agreement, the “Pilot Plant Agreements”) with Total. The Pilot Plant Agreements generally have a term of five years. Under the terms of the Pilot Plant Services Agreement, we 59 agreed to provide certain fermentation and downstream separations scale-up services and training to Total and receive an aggregate annual fee payable by Total for all services in the amount of up to approximately $0.9 million. Under the Sublease Agreement, we receive an annual base rent payable by Total of approximately $0.1 million. Private Placements of Convertible Promissory Notes January 2014 Closing of August 2013 Financing In August 2013, we entered into a securities purchase agreement (or the “August SPA”), for the sale and issuance of two tranches of senior convertible promissory notes (collectively referred to as the “Tranche Notes”) to Maxwell and Total, each of whom are our existing stockholders. The August SPA contemplated the sale of up to an aggregate of $73.1 million in principal amount of the Tranche Notes in a private placement from registration under the Securities Act, in an initial tranche of $42.7 million in aggregate principal amount and a second tranche of $30.5 million in aggregate principal amount. Amendments to August SPA In October 2013, we entered into Amendment No. 1 to the August SPA with Maxwell, Total and certain entities affiliated with FMR LLC (referred to as the “Fidelity Purchasers”). Based on a Schedule 13G/A filed by FMR LLC in February 2014, FMR LLC, was a beneficial owner of more than 5% of our outstanding common stock during 2014, including by virtue of certain previously issued convertible promissory notes. The first amendment to the August SPA added the Fidelity Purchasers as purchasers under the August SPA, and provided for the sale of $7.6 million of additional Tranche Notes to the Fidelity Purchasers in the initial tranche. The additional Tranche Notes to be sold to Fidelity also caused an adjustment to the pro rata amount to be purchased by Total in the initial tranche. Also in October 2013, we sold and issued Tranche Notes from the first tranche under the August SPA, as amended, for a total of approximately $51.8 million of the Tranche I Notes. At such closing, Maxwell purchased $35.0 million of the Tranche I Notes through cancellation of the outstanding principal amount of a bridge loan of the same principal amount provided by Maxwell in early October 2013 as an advance on the closing to occur later in October 2013, Total purchased approximately $9.3 million of the Tranche I Notes through cancellation of same amount of principal of outstanding R&D Notes, and Fidelity purchased approximately $7.6 million of the Tranche I Notes through payment of cash. In December 2013, we entered into Amendment No. 2 of the August SPA, under which a fund affiliated with Wolverine Asset Management, LLC (or “Wolverine”) was added as a purchaser of $3.0 million of Tranche II Notes, and the parties agreed to proceed with a second tranche-closing under the August SPA. At the second-tranche closing, which we completed in January 2014, Maxwell purchased $25.0 million of Tranche II Notes for cash and Wolverine purchased $3.0 million of Tranche II Notes for cash. Total also purchased approximately $6.0 million of second-tranche notes through cancellation of the same amount of principal of outstanding R&D Notes. Terms of the Second Tranche Notes Issued in 2014 Each Tranche II Note is due five years after the date of the first issuance of the Tranche II Notes and has a conversion price equal to $2.87 subject to adjustment as described below. Specifically, the Tranche II Notes are convertible at the option of the holder (i) at any time 12 months after issuance, (ii) on a change of control of Amyris, and (iii) upon the occurrence of an event of default. Each Tranche II Note accrues interest from the date of issuance until the earlier of the date that such Tranche II Note is converted into common stock or repaid in full. Interest accrues at a rate per annum equal to 10.00%, compounded annually (with graduated interest rates of 13% applicable to the first 180 days and 16% applicable thereafter as the sole remedy should we fail to maintain NASDAQ listing status or at 12% for all other defaults). Interest for the first 36 months is payable in kind and added to principal every year following the issue date and thereafter, we may continue to pay interest in kind by adding to principal on every year anniversary of the issue date or may elect to pay interest in cash. The conversion price of the Tranche II Notes was subject to adjustment (i) for proportional adjustments to outstanding common stock in case of certain dividends and distributions, (ii) under anti-dilution provisions if any securities are issued with an effective price per share less than the conversion 60 price then in effect for such notes, and (iii) with respect to Tranche II Notes held by any purchaser other than Total, in the event that Total exchanges existing convertible notes for new securities of Amyris in connection with future financing transactions in excess of its pro rata amount. The purchasers have a right to require repayment of 101% of the principal amount of the Tranche II Notes in the event of a change of control of Amyris and the Tranche II Notes provide for payment of unpaid interest on conversion following such a change of control if the purchasers do not require such repayment. The August SPA, as amended, and Tranche II Notes include covenants regarding payment of interest, maintenance of our listing status, limitations on debt and on certain liens, maintenance of corporate existence, and filing of reports with the SEC. The Tranche II Notes include standard events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, cross-defaults, and breaches of the covenants in the August SPA and Tranche II Notes, with default interest rates and associated cure periods applicable to the covenant regarding SEC reporting. Registration Rights Under the August SPA, as amended in December 2013, we entered into a December 2013 amendment to our existing Amended and Restated Investors’ Rights Agreement (which amendment added purchasers of Tranche Notes as parties to such rights agreement) and a December 2013 letter agreement providing certain registration rights to holders of the Tranche Notes. In April 2014, we amended the letter agreement to modify the registration rights of such holders under the December 2013 letter agreement. The December 2013 letter agreement set forth certain obligations for us in addition to our obligations under our existing investors’ rights agreement, including the obligation to register the resale of shares of common stock that may become issuable upon conversion of the Tranche Notes. Under the terms of the letter agreement, we were originally required to file a registration statement within 30 days of the first issuance of the Tranche II Notes and to use commercially reasonable efforts to cause the registration statement to be declared effective by the SEC as soon as practicable and no later than the 90th day following the first issuance of such notes (with a 30-day extension of such deadline if the SEC had comments on the registration statement). In April 2014, we entered into an amendment of the letter agreement, which provided, among other things, that the holders of the Tranche Notes would be entitled to the registration of the resale of shares of common stock that may become issuable upon conversion of the Tranche Notes only upon the written request of any of such holders. Upon any such written request, we would then be required to register the resale of shares of common stock that may become issuable upon conversion of the Tranche Notes within 30 days of such written notice and the effectiveness deadlines described above would then apply. 144A Convertible Note Offering In May 2014, we entered into a Purchase Agreement with Morgan Stanley & Co. LLC, as the initial purchaser (or the “Initial Purchaser”), relating to the sale of $75.0 million aggregate principal amount of our 6.50% Convertible Senior Notes due 2019 (or the “144A Notes”) to the Initial Purchaser in a private placement, and for initial resale by the Initial Purchaser to certain qualified institutional buyers (or the “144A Offering”). In addition, as described above, in connection with obtaining a waiver from Total of its preexisting contractual right to exchange R&D Notes previously issued by Amyris for new notes issued in the offering, we used approximately $9.7 million of the net proceeds to repay previously issued R&D Notes (representing the amount of 144A Notes purchased by Total from the Initial Purchaser). Additionally, Foris Ventures, LLC (or “Foris”) (a fund affiliated with John Doerr) and Maxwell each participated in the 144A Offering and purchased $5.0 million and $10.0 million, respectively, of the 144A Notes sold thereunder. The 144A Notes bear interest at a rate of 6.50% per year, payable semiannually in arrears on May 15 and November 15 of each year. The 144A Notes will mature on May 15, 2019 unless earlier converted or repurchased. The 144A Notes are convertible into shares of our common stock at any time prior to the close of business day on May 15, 2019. The 144A Notes have an initial conversion rate of 267.0370 shares of common stock per $1,000 principal amount of 144A Notes (subject to adjustment in certain circumstances). This represents an initial effective conversion price of approximately $3.74 per share of common stock. For any conversion on or after May 15, 2015, in the event that the last reported sale price of our common stock for 20 or more trading days (whether or not consecutive) in a period of 30 consecutive trading days ending within five trading days immediately prior to the date we receive a notice of conversion 61 exceeds the conversion price of $3.74 per share on each such trading day, the holders, in addition to the shares deliverable upon conversion, will be entitled to receive a cash payment equal to the present value of the remaining scheduled payments of interest that would have been made on the 144A Notes being converted from the conversion date to the earlier of the date that is three years after the date we receive such notice of conversion and maturity (May 15, 2019). In the event of a fundamental change, as defined in the Indenture, holders of the 144A Notes may require us to purchase all or a portion of the 144A Notes at a price equal to 100% of the principal amount of the 144A Notes, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Holders of the 144A Notes who convert their 144A Notes in connection with a make-whole fundamental change will receive additional shares representing the present value of the remaining interest payments which will be computed using a discount rate of 0.75%. If a holder of 144A Notes elects to convert their 144A Notes prior to the effective date of any make-whole fundamental change, such holder will not be entitled to an increased conversion rate in connection with such conversion. Naxyris Securities Purchase Agreement In March 2015 we entered into a Securities Purchase Agreement (or the “Naxyris SPA”) for the sale of up to $10.0 million in principal amount of an unsecured convertible note of Amyris (or the “Naxyris Note”) to Naxyris, SA (or “Naxyris”) (an affiliate of our director, Carole Piwnica, and which beneficially owned 7.1% of our outstanding common stock as of March 15, 2015). The Naxyris SPA contemplates that the Naxyris Note may be issued in one closing to occur at any time prior to the earlier of March 31, 2016 or Amyris completing a new financing (or series of financings) of equity, debt or similar instruments in the amount of at least $10.0 million in the aggregate (excluding amounts that may be raised under existing commitments and agreements in existence as of March 30, 2015), following the satisfaction of certain closing conditions, including the receipt of certain third party consents, and required that we pay a commitment availability fee of $0.2 million to Naxyris on April 1, 2015. We may prepay the Naxyris Note (if issued) at any time, and if not prepaid, the Naxyris Note is due on the earlier of May 31, 2016 or earlier termination (e.g. in the event of a new capital financing described above) (or the “Maturity Date”). The Naxyris Note would accrue interest at a rate of 11.0% per annum compounding quarterly and payable with the principal at maturity. Upon any draw of the Naxyris Note, we would be obligated to pay Naxyris a borrowing fee equal to $0.3 million (or the “Borrowing Fee”). The Borrowing Fee would not be due if we do not elect to draw the Naxyris Note under the facility. The Naxyris Note, including the Borrowing Fee and any accrued interest, would be convertible, at Naxyris’ election, into our common stock any time after the Maturity Date, at a conversion price per share equal to $2.35, the last consolidated closing bid price of our common stock on NASDAQ prior to our entry into the Naxyris SPA, subject to adjustment based on proportional adjustments to outstanding common stock and certain dividends and distributions. The Naxyris Note includes standard covenants and events of default resulting in acceleration of indebtedness, including failure to pay, bankruptcy and insolvency, and breaches of the covenants in the Naxyris SPA and Naxyris Note. The Naxyris SPA also requires us, at or prior to any closing thereunder, to enter into an Amendment No. 6 to our existing Amended and Restated Investors’ Rights Agreement between us and certain of our investors, and, under the Naxyris Note, unless waived by Naxyris, we agreed to use our commercially reasonable efforts to register the common stock issuable upon conversion of the Naxyris Note if the Naxyris Note is not repaid by the Maturity Date. Under the Amended and Restated Investors’ Rights Agreement, as amended, certain holders of our outstanding securities can request the filing of a registration statement under the Securities Act of 1933, as amended, covering the shares of common stock held by (or issued upon conversion of other Amyris securities, including the Naxyris Note) the requesting holders. Further, under the Amended and Restated Investors’ Rights Agreement, as amended, if we register securities for public sale, the stockholders with such registration rights have the right to include their shares of our common stock in the registration statement. Amendment No. 6 to the Amended and Restated Investors’ Rights Agreement would extend such rights to the common stock issuable upon conversion of the Naxyris Note. The proposed sale and issuance of the Naxyris Note is intended to be exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof and Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended. 62 Participation in Convertible Note Offerings by Related Parties. Although none of our executive officers or directors purchased 144A Notes directly in the144A Offering, entities affiliated with certain directors did participate. Each of Total, Maxwell and Foris purchased 144A Notes in such offering and was the beneficial owner of more than 5% of our outstanding common stock at the time of the 144A Offering and, in the case of Total and Foris, was affiliated with a member of our Board of Directors. In the 144A Offering, Total, an affiliate of Philippe Boisseau, purchased $9.7 million of the 144A Notes and Foris, an affiliate of John Doerr, purchased $5.0 million of the 144A Notes. Maxwell, which purchased $10.0 million of the 144A Notes, designated Nam-Hai Chua to serve on our Board pursuant to a February 2012 agreement. In the case of the Naxyris SPA (and the other agreements, instruments and transactions contemplated thereby), Naxyris, an affiliate of our director Carole Piwnica and the beneficial owner of approximately 7.1% of our outstanding common stock as of March 15, 2015, is a party to such agreement. Indemnification Arrangements Please see “Executive Compensation — Limitation of Liability and Indemnification” above for information on our indemnification arrangements with our directors and executive officers. Executive Compensation and Employment Arrangements Please see “Executive Compensation” for information on compensation arrangements with our executive officers, including option grants and agreements with executive officers. Related Person Transaction Policy Our policy adopted by the Board requires that any transaction with a related party that must be reported under applicable SEC rules, other than compensation related matters, must be reviewed and approved or ratified by our Audit Committee. Another independent body of the Board must provide such approval or ratification if the related party is, or is associated with, a member of the Audit Committee or if it is otherwise inappropriate for the Audit Committee to review the transaction. The Audit Committee has not adopted policies or procedures for review of, or standards for approval of, these transactions. HOUSEHOLDING OF PROXY MATERIALS The Securities and Exchange Commission has adopted rules that permit companies and Intermediaries to satisfy the delivery requirements for proxy statements and annual reports, including Notices of Internet Availability of Proxy Materials, with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. A number of brokers with account holders who are Amyris stockholders may be “householding” our proxy materials. A single copy of the Notice or other proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or you submit contrary instructions. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice or other proxy materials, you may: (1) notify your broker; (2) direct your written request to Amyris Investor Relations at 5885 Hollis Street, Suite 100, Emeryville, California 94608 or to investor@amyris.com; or (3) contact Amyris Investor Relations at (510) 740-7481. Stockholders who currently receive multiple copies of the Notice or other proxy materials at their addresses and would like to their communications should contact their brokers. In addition, we will request “householding” of promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the Notice to a stockholder at a shared address to which a single copy of the documents was delivered. 63 AVAILABLE INFORMATION free We will provide to any stockholder entitled to vote at our 2015 Annual Meeting of Stockholders, at no charge, a copy of our Annual Report on Form 10-K for fiscal year 2014 filed with the Securities and Exchange Commission on March 31, 2015, including the financial statements and the financial statement schedules contained in the Form 10-K. We make our Annual Report on Form 10-K, as well as our other SEC filings, at available http://investors.amyris.com/index.cfm as soon as reasonably practicable after they are filed with or furnished to the Securities and Exchange Commission. Information contained on or accessible through our website or contained on other websites is not deemed to be part of Proxy Statement. In addition, you may request a copy of the Annual Report on Form 10-K in writing by sending an e-mail request to Amyris Investor Relations at investor@amyris.com, calling (510) 740-7481, or writing to Amyris Investor Relations at 5885 Hollis Street, Suite 100, Emeryville, California 94608. our website relations investor through located section charge the of of INCORPORATION OF INFORMATION BY REFERENCE The Securities and Exchange Commission allows us to “incorporate by reference” certain information we file with the Securities and Exchange Commission, which means that we can disclose important information by referring you to those documents. The information incorporated by reference is considered to be a part of this Proxy Statement. We incorporate herein the following information contained in or attached to our Annual Report on Form 10-K filed on March 31, 2015 and being delivered to stockholders along with this Proxy Statement: (1) the information under the heading “Executive Officers of the Registrant” in Item 1A, (2) Item 7 entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (3) Item 7A entitled “Quantitative and Qualitative Disclosures About Market Risk,” (4) Item 8 entitled “Financial Statements and Supplementary Data” and (5) Item 9 entitled “Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.” STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING Stockholder proposals may be included in our proxy statement for an annual meeting so long as they are provided to us on a timely basis and satisfy the other conditions set forth in SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. For a stockholder proposal to be considered for inclusion in our proxy statement for the annual meeting to be held in 2016, we must receive the proposal at our principal executive offices, addressed to the Secretary, no later than December 8, 2015. In addition, a stockholder proposal that is not intended for inclusion in our proxy statement under Rule 14a-8 may be brought before the 2016 annual meeting so long as we receive information and notice of the proposal in compliance with the requirements set forth in our Bylaws, addressed to the Secretary at our principal executive offices, not later than March 6, 2016 nor earlier than February 5, 2016. 64 OTHER MATTERS The Board knows of no other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment. BY ORDER OF THE BOARD OF DIRECTORS Emeryville, California April 6, 2015 Nicholas Khadder SVP, General Counsel and Secretary 65 (This page intentionally left blank) EXECUTIVE OFFICERS STOCKHOLDER INFORMATION Annual Meeting Corporate Headquarters USA Amyris, Inc. 5885 Hollis Street, Ste. 100 Emeryville, CA 94608 Main Phone: +1 (510) 450-0761 Main Fax: +1 (510) 225-2645 Brazil Amyris Brasil Ltda. Campinas, Brasil Rua John Dalton, 301 – Bloco B – Edificio 3 – Condomínio Techno Plaza Campinas, SP 13069-330 Main Telephone: +55 (19) 3783 9450 amyrisbrasil@amyris.com Transfer Agent Wells Fargo Shareowner Services South St. Paul, Minnesota +1 (800) 401-1957 Independent Auditor PricewaterhouseCoopers LLP San Jose, California John Melo President and Chief Executive Officer Raffi Asadorian Chief Financial Officer Joel Cherry, Ph.D. President of Research and Development Nicholas Khadder General Counsel and Secretary BOARD OF DIRECTORS Philippe Boisseau Director Nam-Hai Chua, Ph.D. Director John Doerr Director and Chair of the Nominating and Governance Committee Geoffrey Duyk, M.D., Ph.D. Director and Interim Chairman John Melo President and Chief Executive Officer Carole Piwnica Director and Chair of the Leadership Development and Compensation Committee Fernando Reinach, Ph.D. Director R. Neil Williams Director and Chair of the Audit Committee HH Sheikh Abdullah bin Khalifa Al Thani Director Patrick Yang, Ph.D. Director The 2015 Annual Meeting of Stockholders is scheduled to take place at 2:00 p.m. Pacific Time on Wednesday, May 20, 2015 at our headquarters in Emeryville, California. Stock Listing NASDAQ: AMRS Investor Relations We welcome inquiries from our stockholders and other interested investors. To obtain a paper copy of our Annual Report on Form 10-K for fiscal year 2014, including the financial statements and the financial statement schedules contained in the Form 10-K, at no charge, please submit your request in writing by sending an e-mail request to Amyris Investor Relations at investor@amyris.com, calling (510) 740 7481, or writing to Amyris Investor Relations at 5885 Hollis Street, Suite 100, Emeryville, California 94608. We also make our Annual Report on Form 10-K, as well as our other SEC filings, available free of charge through the investor relations section of our website located at http:// investors.amyris.com/index.cfm as soon as reasonably practicable after they are filed with or furnished to the Securities and Exchange Commission. Certifications The most recent certifications by our Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to our Annual Report on Form 10-K for fiscal year 2014. A copy of our Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission, including such certifications, is enclosed with this report. 2 0 1 4 A N N U A L R E P O R T 

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