合资框架协议模板（英文）JOINT VENTURE FRAMEWORK AGREEMENT.docx

JOINT VENTURE FRAMEWORK AGREEMENT This Joint Venture Framework Agreement (“Agreement”) is entered into as of August 5, 2011 (the “Effective Date”), by and between Bunge Global Innovation, LLC, a Delaware limited liability company with a principal place of business at 50 Main Street, White Plains, NY 10606 (“Bunge”) and Solazyme, Inc., a Delaware company with a principal place of business at 225 Gateway Boulevard, South San Francisco, CA 94080 (“Solazyme”). W I T N E S S E T H: WHEREAS, Bunge and its Affiliates are a global processor of soybeans, rapeseed, canola, sunflower seeds, corn, wheat, sugar cane and other agricultural commodities used to make products and ingredients with numerous applications; WHEREAS, Solazyme is a renewable oil and bioproducts company with expertise and intellectual property in the area of the use of microbes as biocatalysts for converting carbon sources into lipids in non-photosynthetic processes; WHEREAS, certain Affiliates of Bunge have access to feedstock, such as sugar cane, that could be useful in conjunction with Solazyme’s microbial biotechnology to develop and commercialize products in the Field; WHEREAS, the Parties have entered into a Joint Development Agreement dated May 2, 2011 (the “Joint Development Agreement”), wherein the Parties have agreed to engage in joint research and development to explore the feasibility of the production of lipid rich biomass from Brazilian sugar cane feedstock as further set forth in the Joint Development Agreement; WHEREAS, based on the anticipated success of the Joint Development Agreement, Solazyme and Bunge are interested in forming a new joint venture company (the “Company”) to produce triglyceride oils in Brazil for use in the Field; and WHEREAS, Solazyme and Bunge desire to enter into this definitive agreement to regulate certain aspects of the relationship between the Parties between the Effective Date and the Closing, set forth certain other obligations, and set forth their expec