JOINT COMMERCIAL ALLIANCE SETTLEMENT AGREEMENT

Exhibit 10.1

Execution

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

JOINT COMMERCIAL ALLIANCE SETTLEMENT AGREEMENT

This JOINT COMMERCIAL ALLIANCE SETTLEMENT AGREEMENT (the “Agreement”), dated as of March 6, 2012 (the “Effective Date”), is by and among (i) Metabolix, Inc., a Delaware corporation (“Metabolix”); (ii) ADM Polymer Corporation, a Delaware corporation (“ADM”); (iii) ▇▇▇▇▇▇, LLC, a Delaware limited liability company (“▇▇▇▇▇▇”); and (iv) ▇▇▇▇▇▇ (Europe) BV, a company organized under the laws of the Netherlands and a wholly-owned subsidiary of ▇▇▇▇▇▇ (“▇▇▇▇▇▇ BV”).  Metabolix, ADM and ▇▇▇▇▇▇ are each a “Party” and are collectively the “Parties.”

WHEREAS, on July 12, 2006, Metabolix, ADM and ▇▇▇▇▇▇ entered into the Commercial Alliance Agreement (the “Commercial Alliance Agreement”) whereby ▇▇▇▇▇▇ would market and sell PHA Material and PHA Formulations (each, as such term is defined in the Commercial Alliance Agreement);

WHEREAS, in connection with the Commercial Alliance Agreement, the Parties entered into other agreements and such other agreements and the Commercial Alliance Agreement are together defined under the Commercial Alliance Agreement as the “Commercial Alliance Agreements”;

WHEREAS, on January 9, 2012, ADM exercised its right under the Commercial Alliance Agreement to terminate the Commercial Alliance Agreement, effective as of February 8, 2012, with the effects set forth therein;

WHEREAS, the Commercial Alliance Agreements (as such term is defined in the Commercial Alliance Agreement) automatically terminated upon the termination of the Commercial Alliance Agreement, effective as of February 8, 2012, with the effects set forth in each of such respective Commercial Alliance Agreements;

WHEREAS, Metabolix and ADM are in the process of winding up and dissolving ▇▇▇▇▇▇ as provided for in the Operating Agreement of ▇▇▇▇▇▇ between ADM and Metabolix, dated July 12, 2006 (the “Operating Agreement”);

WHEREAS, the parties desire to structure the dissolution and wind-up of ▇▇▇▇▇▇ as provided for in this Agreement and consistent with the terms of the Operating Agreement;

WHEREAS, ADM and ▇▇▇▇▇▇ are parties to a Loan and Security Agreement dated as of July 12, 2006 (the “Loan Agreement”);

WHEREAS, ADM agreed to advance loans to ▇▇▇▇▇▇ on certain terms and conditions pursuant to the Loan Agreement and ▇▇▇▇▇▇ granted ADM a security interest in the Collateral (as such term is defined in the Loan Agreement), including without limitation the Purchased Inventory (as hereinafter defined), to secure its obligation to repay all amounts due ADM;

WHEREAS, on February 7, 2012, ADM sent to ▇▇▇▇▇▇ a Notice of Acceleration and Demand for Turnover of Collateral;

WHEREAS, ADM is entitled to exercise its rights and remedies under the Loan Agreement and applicable law against ▇▇▇▇▇▇ and the Collateral;

WHEREAS, subject to the terms and conditions of this Agreement, Metabolix desires to purchase from ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (Europe) BV, a company organized under the laws of the Netherlands and a wholly-owned subsidiary of ▇▇▇▇▇▇ (“▇▇▇▇▇▇ BV”), and ▇▇▇▇▇▇ and ▇▇▇▇▇▇ BV desire to sell to Metabolix, all of their respective right, title and interest in the Purchased Inventory as set forth in Section 1 below;

WHEREAS, Metabolix desires to purchase from ▇▇▇▇▇▇, and ▇▇▇▇▇▇ desires to sell to Metabolix, certain additional assets as set forth in Section 1 below;

WHEREAS, ADM shall be entitled to the proceeds of such sales in consideration of ADM’s release of its lien on the Purchased Inventory and for other good and valuable consideration acknowledged and received herein;

WHEREAS, each of Metabolix and ADM contributed 50% of the purchase price and installation costs for the assets located at [***] and [***] relating to Pilot Sourcing (as such term is defined in the Commercial Alliance Agreement) and which are listed on Exhibit A to this Agreement (the “Equipment”);

WHEREAS, ADM is willing to relinquish any and all claims to ownership of and reimbursement for the Equipment as set forth in Section 3 below;

WHEREAS, certain of the Commercial Alliance Agreements, including the Commercial Alliance Agreement and the Manufacturing Agreement between ▇▇▇▇▇▇ and ADM, dated on or about July 12, 2006 (the “Manufacturing Agreement”), contain certain rights and obligations that would have otherwise survived termination of such agreements, and Metabolix and ▇▇▇▇▇▇ (and their respective affiliates, subsidiaries and successors and assigns) desire to waive and relinquish certain of such rights relating to or concerning Post Termination Services (as such term is defined in the Manufacturing Agreement), manufacturing services, fermentation services or other services to be provided by ADM or its affiliates as set forth in Section 5 below;

WHEREAS, Metabolix and ADM desire to determine the management of the wind-up and dissolution activities for ▇▇▇▇▇▇ as set forth in Section 4 below;

WHEREAS, ADM, Metabolix and ▇▇▇▇▇▇ desire to enter into releases of certain claims, including those set forth in Sections 7 and 8 below; and

WHEREAS, the debt and liabilities due from ▇▇▇▇▇▇ to ADM continue and remain due; and ADM is a secured creditor now, and will remain a secured creditor of ▇▇▇▇▇▇ after the Effective Date.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.                                      Sale of Purchased Assets to Metabolix.  In consideration of the payment of the Purchase Price and other good and valuable consideration acknowledged and received herein, Metabolix hereby purchases from ▇▇▇▇▇▇, and ▇▇▇▇▇▇ hereby sells to Metabolix (and shall cause ▇▇▇▇▇▇ BV to sell to Metabolix, as applicable), the Purchased Inventory, the Purchased Trademarks, the Purchased Contracts and the Purchased Certifications (each as defined below), in each case as follows:

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(a)                             Sale of Purchased Inventory by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ BV to Metabolix.  For purposes of this Agreement, “Purchased Inventory” shall mean all inventory, including but not limited to all product inventories, raw materials, work-in-process, finished goods, returned goods, materials consumed in ▇▇▇▇▇▇’ or ▇▇▇▇▇▇ BV’s business and owned by ▇▇▇▇▇▇ or ▇▇▇▇▇▇ BV as of the Effective Date.  Notwithstanding anything to the contrary, Purchased Inventory shall not include any and all product inventories, raw materials, work-in-process, finished goods, returned goods, materials consumed in ADM’s business and the like located at or destined for the ADM manufacturing facility located in Clinton, Iowa.  Upon the terms and subject to the conditions of this Agreement, ▇▇▇▇▇▇ shall (and shall cause ▇▇▇▇▇▇ BV to), on the Effective Date, irrevocably sell, transfer, assign, convey, and set over to Metabolix the Purchased Inventory, and Metabolix shall purchase from ▇▇▇▇▇▇ and ▇▇▇▇▇▇ BV the Purchased Inventory free and clear of all claims and interests of ▇▇▇▇▇▇, ▇▇▇▇▇▇ BV or ADM, but “as is”, “where is”, and without recourse (including without any recourse against the ADM Parties or the ▇▇▇▇▇▇ Parties, each as defined below) and without any representations or warranties of any kind, express or implied, including, without limitation, any warranties as to value, useful life, non-infringement, fitness for intended use, merchantability, or similar representations and warranties.  By accepting the Purchased Inventory “as is”, “where is” hereunder, Metabolix and any and all of its past, present and future affiliates, parents, subsidiaries, agents, principals, partners, stockholders, members, officers, directors, employees, attorneys, representatives, independent contractors, predecessors, successors, assigns, acquirers, divisions, heirs and insurers (collectively, the “Metabolix Parties”) waive and relinquish any and all claims, suits, liabilities, damages, costs, expenses and actions relating to or concerning the Purchased Inventory and release and discharge ▇▇▇▇▇▇ and ▇▇▇▇▇▇ BV and any and all of their respective past, present and future affiliates, parents, subsidiaries, agents, principals, partners, stockholders, members, officers, directors, employees, attorneys, representatives, independent contractors, predecessors, successors, assigns, acquirers, divisions, heirs and insurers (collectively, the “▇▇▇▇▇▇ Parties”) and ADM and ▇▇▇▇▇▇-▇▇▇▇▇▇▇-Midland Company and any and all of their respective past, present and future affiliates, parents, subsidiaries, agents, principals, partners, stockholders, members, officers, directors, employees, attorneys, representatives, independent contractors, predecessors, successors, assigns, acquirers, divisions, heirs and insurers (collectively, the “ADM Parties”) from any and all claims, suits, liabilities, damages, costs, expenses and actions relating to or concerning the Purchased Inventory.  Metabolix shall indemnify, defend and hold harmless the ▇▇▇▇▇▇ Parties and ADM Parties from and against any and all claims, suits, liabilities, damages, costs, expenses and actions relating to or concerning the Purchased Inventory.

(b)                                 Sale of Specific ▇▇▇▇▇▇ Assets Relating to Trademarks, Contracts and Certifications by ▇▇▇▇▇▇ to Metabolix.

(i)                                     Trademarks.  Upon the terms and subject to the conditions of this Agreement, ▇▇▇▇▇▇ shall, on the Effective Date, irrevocably sell, transfer, assign, convey, and set over to Metabolix all trademarks owned by ▇▇▇▇▇▇ (the “Purchased Trademarks”), including but not limited to the trademarks listed in the Trademark Assignments attached hereto as Exhibit C.  On the Effective Date, ▇▇▇▇▇▇ and Metabolix shall execute Trademark Assignments in the forms attached hereto as Exhibit C.

(ii)                                  Contracts.  Upon the terms and subject to the conditions of this Agreement and except as otherwise provided herein, ▇▇▇▇▇▇ shall (and shall cause ▇▇▇▇▇▇ BV to), on the Effective Date, irrevocably assign to Metabolix, and Metabolix shall assume, all contracts and agreements to which ▇▇▇▇▇▇ or ▇▇▇▇▇▇ BV is a party or has an obligation, responsibility or duty (the “Purchased Contracts”), and the parties will enter an Assignment and Assumption Agreement in the form attached hereto as Exhibit D.   Notwithstanding the foregoing, the Purchased Contracts shall not include any contracts set forth on Exhibit E hereto.  Notwithstanding anything to the contrary in this Agreement, ADM shall receive the proceeds and revenue from the Purchased Contracts to the extent provided in Section 2(b) herein, including but not limited to, any settlement relating to the [***] claim (the “[***]

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Claim”), which is estimated to be approximately $100,000 (one hundred thousand USD), and the revenue from the sale of product to [***] in connection with the pro forma invoice dated on or about February 9, 2012 (the “[***] Claim”), which is estimated to amount to $200,000 (two hundred thousand USD).    Metabolix shall indemnify, defend and hold harmless the ▇▇▇▇▇▇ Parties and the ADM Parties from and against any and all claims, suits, liabilities, damages, costs, expenses and actions arising on or after February 8, 2012 relating to or concerning the Purchased Contracts.

(iii)                               Certifications.  Upon the terms and subject to the conditions of this Agreement, ▇▇▇▇▇▇ shall, on the Effective Date, irrevocably sell, transfer, assign, convey, and set over to Metabolix all of ▇▇▇▇▇▇’ right, if any, to certifications, product approvals, registrations and similar items held in ▇▇▇▇▇▇’ name, to the extent transferable, including but not limited to those set forth on Exhibit F (the “Purchased Certifications”).  The Parties shall use their reasonable best efforts (but without the requirement of any payment of money by ▇▇▇▇▇▇, ▇▇▇▇▇▇ BV or ADM) to convey to Metabolix the use of all Purchased Certifications, , including signing all documents and taking any other actions necessary or advisable to facilitate such conveyance.

(c)                                  Disclaimer of Representations and Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 6, THE SALES, TRANSFERS AND/OR CONVEYANCES TO METABOLIX DESCRIBED IN THIS SECTION 1 ARE MADE ON AN “AS IS”; “WHERE IS” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY AND WITHOUT RECOURSE.  EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 6, THE ▇▇▇▇▇▇ PARTIES AND THE ADM PARTIES MAKE NO REPRESENTATION OR WARRANTY REGARDING THE SALES, TRANSFERS AND/OR CONVEYANCES IN THIS SECTION 1 , WHETHER EXPRESS OR IMPLIED.  EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 6, THE ▇▇▇▇▇▇ PARTIES AND THE ADM PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SALES, TRANSFERS AND/OR CONVEYANCES IN THIS SECTION 1, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ENFORCEABILITY OR MERCHANTABILITY OR NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR QUANTITY OR VALUE OR SPECIFICATION.

2.                                      Payments, Costs, Lien on Purchased Inventory, and Other Matters.

(a)                                 As consideration for the sale of the Purchased Inventory, Purchased Trademarks, Purchased Contracts and Purchased Certifications (collectively, the “Purchased Assets”) Metabolix shall pay to ▇▇▇▇▇▇ $2,981,567 (two million nine hundred eighty one thousand five hundred and sixty seven USD), (the “Purchase Price”).  ▇▇▇▇▇▇ irrevocably instructs Metabolix to, and Metabolix shall, wire immediately available funds directly to ADM in accordance with ADM’s written instructions equal to the Purchase Price in consideration of, among other things, ADM’s release of its lien on the Purchased Inventory.  On the Effective Date, ▇▇▇▇▇▇ shall deliver the ▇▇▇▇ of Sale, in the form attached hereto as Exhibit G, duly executed by ▇▇▇▇▇▇ and ▇▇▇▇▇▇ BV.  In addition, on the Effective Date, ▇▇▇▇▇▇ shall wire to ADM an amount equal to the aggregate cash balances of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ BV on the Effective Date less $100,000 (“▇▇▇▇▇▇ Cash”) in consideration of, among other things, ADM’s release of its lien on the Purchased Inventory, towards partial payment of amounts owed by ▇▇▇▇▇▇ to ADM. After payment of the ▇▇▇▇▇▇ Cash to ADM, ▇▇▇▇▇▇ shall have $100,000 in cash on hand on the Effective Date (before receipt of future proceeds and revenue as provided in Section 2(b) below).  This remaining $100,000 cash balance is herein referred to as the “Remaining ▇▇▇▇▇▇ Cash”).

(b)                                 Any and all proceeds and revenue from (i) ▇▇▇▇▇▇’ and ▇▇▇▇▇▇ BV’s inventory and product sold, disposed of or shipped by ▇▇▇▇▇▇ or ▇▇▇▇▇▇ BV on or before the Effective Date and (ii) settlements involving ▇▇▇▇▇▇ or ▇▇▇▇▇▇ BV relating to events that occurred or arose on or before the Effective Date shall be subject to ADM’s security interest pursuant to the Loan Agreement and shall

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thereby be for the benefit and account of ADM.  Such proceeds shall include, but not be limited to any and all proceeds and revenue from (i) the [***] Claim and (ii) the [***] Claim. All proceeds from Purchased Inventory sold or disposed of by Metabolix, ADM, ▇▇▇▇▇▇ or ▇▇▇▇▇▇ BV after the Effective Date shall be for the benefit of Metabolix.  If ADM, ▇▇▇▇▇▇ or ▇▇▇▇▇▇ BV receives any proceeds from the sale of Purchased Inventory after the Effective Date, ADM, ▇▇▇▇▇▇, or ▇▇▇▇▇▇ BV, as the case may be shall promptly (or ▇▇▇▇▇▇ shall cause ▇▇▇▇▇▇ BV, as applicable, to), and in any event within 7 (seven) days of receiving such proceeds, remit such proceeds to Metabolix.

(c)                                  Any and all costs, expenses and fees relating to or concerning ▇▇▇▇▇▇’ and ▇▇▇▇▇▇ BV’s inventory and product prior to the Effective Date, including that of storing, shipping and maintaining the inventory, shall be the responsibility of ▇▇▇▇▇▇ or ▇▇▇▇▇▇ BV, as the case may be.  Any and all costs, expenses and fees incurred by ▇▇▇▇▇▇, ▇▇▇▇▇▇ BV and/or any of the ADM Parties relating to or concerning the Purchased Inventory and other Purchased Assets on and after the Effective Date, including that of storing, shipping and maintaining the Purchased Inventory, shall be the responsibility of Metabolix, and Metabolix shall promptly reimburse ADM for such costs following receipt of an invoice therefor.

(d)                                 The Parties acknowledge and agree that (i) there may be additional amounts due to or from one or more of the Parties relating to the Pilot Sourcing and with respect to certain logistics services provided by ADM to ▇▇▇▇▇▇, which will be separately resolved and paid outside the scope of this Agreement.

(e)                                  Upon the sale of the Purchased Assets, (i) ADM shall be deemed automatically to have released all of its security interests in the Purchased Assets so sold; (ii) ADM will release all of its liens on the Purchased Assets; and (iii) Metabolix shall be authorized to file a UCC-3 release in the form of Exhibit H with the Delaware Secretary of State.  The release of such security interests shall not constitute a release of ADM’s security interest in any assets other than the Purchased Assets.

3.                                      Co-Funded Equipment.

(a)                                 As of and following the Effective Date, Metabolix (i) shall retain ownership of the Equipment listed on Exhibit A “as is”, “where is”, without any representations or warranties from and without any recourse against any of the ▇▇▇▇▇▇ Parties or the ADM Parties and (ii) hereby relinquishes any and all other claims it may have against any of the ▇▇▇▇▇▇ Parties or the ADM Parties relating to the Equipment, including but not limited to, reimbursement for payments made on account of the Equipment.

(b)                                 As of and following the Effective Date, ADM hereby relinquishes (i) any and all claims to ownership of the Equipment and (ii) any and all other claims it may have against any of the ▇▇▇▇▇▇ Parties or the Metabolix Parties relating to the Equipment, including but not limited to, reimbursement for payments made on account of the Equipment.

(c)                                  The Metabolix Parties hereby waive and relinquish any and all claims, suits, liabilities, damages, costs, expenses and actions relating to or concerning the Equipment and release and discharge the ▇▇▇▇▇▇ Parties and the ADM Parties from any and all claims, suits, liabilities, damages, costs, expenses and actions relating to or concerning the Equipment.  As of and following the Effective Date, Metabolix shall indemnify, defend and hold harmless the ▇▇▇▇▇▇ Parties and the ADM Parties from and against any and all claims, suits, liabilities, damages, costs, expenses and actions relating to or concerning the Equipment.  As of and following the Effective Date, the ADM Parties waive and relinquish any and all claims, suits, liabilities, damages, costs, expenses and actions relating to or concerning the Equipment and release and discharge the ▇▇▇▇▇▇ Parties and the Metabolix Parties from

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any and all claims, suits, liabilities, damages, costs, expenses and actions relating to or concerning the Equipment.

4.                                      Remaining ▇▇▇▇▇▇ Assets; ▇▇▇▇▇▇’ Debt to ADM; General Manager and Liquidator and Dissolution

(a)                                 Any and all assets of ▇▇▇▇▇▇ not otherwise purchased by Metabolix under this Agreement shall remain the property of ▇▇▇▇▇▇.

(b)                                 Notwithstanding anything contrary in this Agreement (i) the debt and liability of ▇▇▇▇▇▇ to ADM and to ▇▇▇▇▇▇-▇▇▇▇▇▇▇-Midland Company shall remain outstanding and shall not be altered by this Agreement, and (ii) except as provided in Section 2(e) above, the security interest granted to ADM pursuant to the Loan Agreement and other Commercial Alliance Agreements shall remain in full force and effect.

(c)                                  From and after the Effective Date, all assets, cash and proceeds from the wind-up and dissolution of ▇▇▇▇▇▇ shall remain subject to ADM’s security interest pursuant to the Loan Agreement and other Commercial Alliance Agreements and shall thereby be for the sole benefit and account of ADM, and proceeds of and collections of such shall be remitted to ADM promptly on receipt.  Notwithstanding the foregoing and as further provided in Section 4(f) below, the Remaining ▇▇▇▇▇▇ Cash will be available to the General Manager and the Liquidator of ▇▇▇▇▇▇ to satisfy accounts payables of ▇▇▇▇▇▇, including the Metabolix Payables (as defined in Section 6B(c)).

(d)                                 From and after the Effective Date, Metabolix and ADM shall each use their reasonable best efforts to secure payment of account receivables and other amounts due to ▇▇▇▇▇▇ and ▇▇▇▇▇▇ BV and shall take any and all actions and sign all documents as are reasonably necessary, helpful or advisable to secure and collect such receivables and other amounts due, which shall be for the account and benefit of ADM and the proceeds of and collections of such shall be remitted to ADM promptly on receipt.  Nothing herein shall constitute a release of ADM’s security interest in any such accounts receivable or other amounts due.

(e)                                  From and after the Effective Date, ADM shall have the right from time to time to appoint in its sole discretion: (i) the General Manager of ▇▇▇▇▇▇ and (ii) the Liquidator of ▇▇▇▇▇▇.  Such appointments shall come into effect when so designated by ADM and ADM may relieve any General Manager and/or Liquidator and appoint others in their place at ADM’s sole discretion.  Metabolix and ▇▇▇▇▇▇ shall fully cooperate with the appointments and appointees and take all actions and sign all documents as are necessary, helpful or advisable to facilitate the carrying out and execution of the duties, responsibilities and obligations of the General Manager and Liquidator; and shall follow, and not object to, the instructions and decisions of the General Manager and Liquidator as they relate to ▇▇▇▇▇▇, including among other things in their capacities as members of the Board of Directors, Members, and Steering Committee Members.  Notwithstanding the foregoing, the power and authority of such General Manager shall be limited to managing the winding up and dissolution of ▇▇▇▇▇▇ in accordance with the Operating Agreement.  Capitalized terms used in this Section 4(e) but not defined in this Agreement shall have the meanings attributed to them in the Operating Agreement.

(f)                                   ▇▇▇▇▇▇ and Metabolix acknowledge and agree that ADM is a secured creditor of ▇▇▇▇▇▇ and, furthermore, that in liquidation ▇▇▇▇▇▇ is obligated to pay ADM until the Working Capital Loan (as such is defined in the Loan Agreement) is paid in full, and then until the Ledger Account (as such term is defined in the Operating Agreement) is repaid, provided sufficient funds are available.  ▇▇▇▇▇▇ and Metabolix further agree and acknowledge that each shall take all reasonable actions to assist

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▇▇▇▇▇▇ in paying its debt to ADM and to repay the Ledger Account in liquidation as provided for in the Operating Agreement.

(g)                                  The Parties agree that the Remaining ▇▇▇▇▇▇ Cash will be available to the General Manager and the Liquidator of ▇▇▇▇▇▇ (i) first, to satisfy accounts payables of ▇▇▇▇▇▇ held by third party trade creditors and (ii) second, if any remains to reimburse Metabolix for the Metabolix Payables.  Metabolix acknowledges and agrees that it shall only receive reimbursement of the Metabolix Payables to the extent of the Remaining ▇▇▇▇▇▇ Cash, if any, after payment of all other amounts due to third party trade creditors.

(h)                                 In the unlikely event that ADM (or an affiliate) is required to repay or otherwise reimburse ▇▇▇▇▇▇ or ▇▇▇▇▇▇ BV, directly or indirectly to any of their creditors, for any of the Purchase Price or the ▇▇▇▇▇▇ Cash paid to ADM pursuant to Section 2(a) above, then Metabolix hereby agrees that it shall make a payment to ADM in an amount equal to 50% of all payments made by ▇▇▇▇▇▇ or ▇▇▇▇▇▇ BV (or by ADM or an affiliate on their behalf) on or after the Effective Date to anyone other than the ADM Parties over and above the amount of the Remaining ▇▇▇▇▇▇ Cash, provided that in no event shall the amount to be so paid by Metabolix exceed the total of the Purchase Price and the ▇▇▇▇▇▇ Cash required to be so repaid or reimbursed by ADM.  The amount to be paid by Metabolix under this Section 4(h) shall be made promptly after a statement detailing the amount of such payment is provided to Metabolix.  Except as set forth in this Section 4(h) or as otherwise specifically provided in this Agreement, neither Metabolix nor ADM shall have any duty or obligation to provide any funds relating to the winding up or dissolution of ▇▇▇▇▇▇.

5.                                      Waiver and Release of ADM’s Manufacturing and Services Obligations.  The Metabolix Parties and the ▇▇▇▇▇▇ Parties hereby forever waive, discharge, relinquish and release any and all of their rights, claims, and options, as they may relate to any and all of ADM’s or ADM Parties’ obligations, requirements and/or duties, relating to or concerning Section 10.5.1(a) of the Commercial Alliance Agreement and/or Section 3 of the Manufacturing Agreement from and after the Effective Date.   Without limiting the foregoing, ADM and the ADM Parties are hereby forever released and discharged from any and all obligations, responsibilities and duties to provide or make available to any of the ▇▇▇▇▇▇ Parties or the Metabolix Parties any product, manufacturing services, fermentation services, other services and/or Post Termination Services.

6.                                      Representations and Warranties.

A.                                    Each Party represents and warrants to each other Party as follows:

(a)                                 Such Party has full power and authority to execute, deliver and perform such Party’s obligations under this Agreement in accordance with its terms.

(b)                                 This Agreement (i) has been duly and validly authorized by all necessary action on the part of such Party; (ii) has been duly executed and delivered by an authorized representative of such Party; and (iii) constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

(c)                                  Such Party is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution, delivery or performance of this Agreement.

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(d)                                 No consent, approval, authorization or order of, or registration or filing with, or notice to, any court or governmental agency or body having jurisdiction or regulatory authority over such Party (or any of its properties) is required for (i) such Party’s execution and delivery of this Agreement (and each agreement executed and delivered by it in connection herewith) or (ii) the consummation by such Party of the transactions contemplated by this Agreement (and each agreement executed and delivered by it in connection herewith) or, to the extent so required, such consent, approval, authorization, order, registration, filing or notice has been obtained, made or given (as applicable) and is still in full force and effect.

(e)                                  As of the Effective Date, to the knowledge of such Party, the sale of the Purchased Inventory by ▇▇▇▇▇▇ or any of the transactions contemplated hereby are not prohibited by any stay or injunction in any litigation or governmental action.

(f)                                   No person or entity acting on behalf of such Party or any of its affiliates or under the authority of any of them is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee, directly or indirectly, from such Party or any of its affiliates in connection with any of the transactions contemplated hereby.

B.  Metabolix represents and warrants to each other Party, after due inquiry with ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ Meijer, as follows:

(a)                                 Except for the dispute with [***] described on Exhibit E (the “[***] Claim”), to Metabolix’s actual knowledge, there are no actions, suits, investigations or proceedings pending or, to its knowledge, threatened against ▇▇▇▇▇▇ or ▇▇▇▇▇▇ BV.

(b)                                 To Metabolix’s actual knowledge, no customer, vendor or third party has verbally or in writing or otherwise threatened a suit or alleged or claimed that ▇▇▇▇▇▇ or ▇▇▇▇▇▇ BV has breached an agreement or otherwise not fulfilled its obligations and duties.

(c)                                  Other than as set forth on Exhibit B, none of ▇▇▇▇▇▇, ▇▇▇▇▇▇ BV, or ADM owe any monies to Metabolix (such amounts set forth on Exhibit B are referred to herein as the “Metabolix Payables”).

C.  ADM represents and warrants to each other Party, after due inquiry with ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ Meijer, as follows:

(a)                                 Except for the [***] Claim, to ADM’s actual knowledge, there are no actions, suits, investigations or proceedings pending or threatened against ▇▇▇▇▇▇ or ▇▇▇▇▇▇ BV.

(b)                                 To ADM’s actual knowledge, no customer, vendor or third party has verbally or in writing or otherwise threatened a suit or alleged or claimed that ▇▇▇▇▇▇ or ▇▇▇▇▇▇ BV has breached an agreement or otherwise not fulfilled its obligations and duties.

(c)                                  Other than as set forth on Exhibit B, none of ▇▇▇▇▇▇, ▇▇▇▇▇▇ BV or ADM Parties is owed any monies by Metabolix.

7.                                      Release of Metabolix Parties; Covenant Not to ▇▇▇.

(a)                                 Except as set forth below, in consideration of the mutual agreements contained herein, the adequacy and sufficiency of which are hereby acknowledged, each of (i) the ADM Parties and (ii) the ▇▇▇▇▇▇ Parties hereby release and forever discharge the Metabolix Parties from any and all claims,

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demands, actions, causes of action, liabilities and damages in law or in equity relating to or concerning the Commercial Alliance Agreements or the Parties’ relationship created pursuant to the Commercial Alliance Agreements, that the ADM Parties and the ▇▇▇▇▇▇ Parties, or any of them, had or now have or may claim to have, whether known or unknown, and whether arising by federal, state, local or foreign statutory, common law or otherwise, of whatsoever kind or nature whether fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, from the beginning of time to and including the Effective Date and thereafter (collectively referred to in this Section 7 as “claims”).  Notwithstanding anything to the contrary herein, the ADM Parties and the ▇▇▇▇▇▇ Parties are not hereby releasing the Metabolix Parties from any claims (i) arising after the Effective Date in connection with any written agreement executed after the Effective Date between either the ADM Parties or the ▇▇▇▇▇▇ Parties and any of the Metabolix Parties, (ii) arising in connection with post-termination rights or obligations under the Commercial Alliance Agreements (other than those expressly waived herein), (iii) arising in connection with the letter agreement between Metabolix and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Midland Company dated February 29, 2012 regarding the employment of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (iv) to enforce the Metabolix Parties’ obligations incurred under this Agreement and (v) arising outside of the Commercial Alliance Agreements or the relationship created pursuant to the Commercial Alliance Agreements.

(b)                                 The ADM Parties and the ▇▇▇▇▇▇ Parties further agree not to institute any litigation, lawsuit, claim or action against any of the Metabolix Parties with respect to any and all claims released in Section 7(a).

(c)                                  Nothing in this Section 7 shall relate to ▇▇▇▇▇▇-▇▇▇▇▇▇▇-Midland Company’s continuing ownership of stock in Metabolix.

8.                                      Release of ADM Parties; Covenant Not to ▇▇▇.

(a)                                 Except as set forth below, in consideration of the mutual agreements contained herein, the adequacy and sufficiency of which are hereby acknowledged, each of (i) the Metabolix Parties and (ii) the ▇▇▇▇▇▇ Parties hereby release and forever discharge the ADM Parties from any and all claims, demands, actions, causes of action, liabilities and damages in law or in equity relating to or concerning the Commercial Alliance Agreements or the Parties’ relationship created pursuant to the Commercial Alliance Agreements, that the Metabolix Parties and the ▇▇▇▇▇▇ Parties, or any of them, had or now have or may claim to have, whether known or unknown, and whether arising by federal, state, local or foreign statutory, common law or otherwise, of whatsoever kind or nature whether fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, from the beginning of time to and including the Effective Date and thereafter (collectively referred to in this Section 8 as “claims”). Notwithstanding anything to the contrary herein, the Metabolix Parties and the ▇▇▇▇▇▇ Parties are not hereby releasing the ADM Parties from any claims (i) arising after the Effective Date in connection with any written agreement executed after the Effective Date between either the Metabolix Parties or the ▇▇▇▇▇▇ Parties and any of the ADM Parties, (ii) arising in connection with post-termination rights or obligations under the Commercial Alliance Agreements (other than those expressly waived herein) (iii) arising in connection with the letter agreement between Metabolix and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Midland Company dated February 29, 2012 regarding the employment of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (iv) to enforce obligations for payment of amounts due with respect to the items referenced in Section 2(d) hereof,  (v) to enforce the ADM Parties’ obligations incurred under this Agreement; and (vi) arising outside of the Commercial Alliance Agreements or the relationship created pursuant to the Commercial Alliance Agreements.

(b)                                 The Metabolix Parties and the ▇▇▇▇▇▇ Parties further agree not to institute any litigation, lawsuit, claim or action against any of the ADM Parties with respect to any and all claims released in Section 8(a).

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9.  [Intentionally omitted.]

10.                               Governing Law.  This Agreement shall be construed and governed in accordance with the substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware.

11.                               Waiver of Jury Trial.  EACH PARTY HEREBY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENT OR ACTION RELATED HERETO OR THERETO.

12.                               Payment of Expenses.  Each Party shall pay its own expenses in connection with the negotiation, execution and carrying out of this Agreement and the transactions contemplated hereby.

13.                               Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

14.                               Further Assurances.  Each Party shall duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including without limitation the filing of such assignments, agreements, documents and instruments, as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes hereof, or to better assure and confirm unto such other Party its rights and remedies under this Agreement.

15.                               Entire Agreement.  This Agreement is the complete, final and exclusive agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, among the Parties with respect to the subject matter hereof; provided that the surviving language, covenants, duties and obligations in the Commercial Alliance Agreements shall survive and remain in full force and effect except to the extent they are inconsistent with or as explicitly amended by this Agreement.

16.                               Notices.  All notices, requests and other communication hereunder shall be in writing and sent by facsimile or email, with confirmation sent by courier requiring acknowledgment of receipt by the respective Parties as follows:

To Metabolix:                  Metabolix Corporation

▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attn: President and CEO

Fax: ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

With copy to:                      ▇▇▇▇▇▇▇ Procter LLP

▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn:  ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq.

Fax:  ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

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To ADM:                                            ADM Polymer Corporation

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: President

Fax: ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇.▇▇▇

With copy to:                      ▇▇▇▇▇▇-▇▇▇▇▇▇▇-Midland Company

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: General Counsel

Fax: ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇▇▇.▇▇▇▇▇@▇▇▇.▇▇▇

To ▇▇▇▇▇▇:                                           ▇▇▇▇▇▇, LLC

▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

Email: ▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

With copy to:                      Metabolix, at the address set forth above, and

ADM, at the address set forth above

To ▇▇▇▇▇▇ BV:                      ▇▇▇▇▇▇ (Europe) BV

Stationsstraat 76

1541 ▇▇ ▇▇▇▇ aan de Zaan

The Netherlands

Attention: Managing Director

17.          Counterparts.  This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.  For the purposes of executing this Agreement, (i) a document signed and transmitted by facsimile machine, telecopier or electronic mail shall be treated as an original document; (ii) the signature of any Party on such document shall be considered as an original signature; (iii) the document or page transmitted containing the signature or signatures of one of more Parties shall have the same effect as a counterpart thereof containing original signatures; and (iv) at the request of a Party, each Party who executed a document and transmitted such document by facsimile machine, telecopier or electronic mail, shall provide such original document to the Parties.  No Party may raise as a defense to the enforcement of this Agreement that a facsimile machine, telecopier or electronic mail was used to transmit a signature of that Party or another Party on the Agreement.

18.          Advice of Counsel.  In entering into this Agreement, the Parties represent that they have proceeded with the advice of an attorney of their choice that they have read the terms of this Agreement, that the terms of this Agreement have been completely read and explained to them by their attorneys, and that those terms are fully understood and accepted by them.

19.          Construction of Agreement.  The Parties acknowledge and agree that this Agreement shall not be construed more strictly against one Party than another Party merely by virtue of the fact that it, or any part of it, may have been prepared by counsel for one of the Parties, it being recognized that it is

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the result of arms-length negotiations between the Parties and all Parties have contributed substantially and materially to the preparation of this Agreement.  Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; (iv) the term “Section” refers to the specified Section of this Agreement; (v) the word “including” shall mean “including, without limitation;” (vi) the word “or” shall be disjunctive but not exclusive; and (vii) the word “agreement” shall mean any contract, commitment or other agreement, whether oral or written, that is legally binding.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  References to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto.  References to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

20.          Severability.  In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the Parties.  The Parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

[Remainder of Page Intentionally Left Blank]

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Signature Page to Joint Venture Settlement Agreement

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

Exhibit A — Equipment

Exhibit B — Payables

Exhibit C — Trademark Assignments

Exhibit D — Assignment and Assumption Agreement

Exhibit E — Excluded Contracts

Exhibit F — Certifications

Exhibit G — ▇▇▇▇ of Sale

Exhibit H — Form of UCC-3

Exhibit A

Equipment

Metabolix, Inc.

Capital Equipment Acquisitions for Pilot Production

Metabolix, Inc.

Capital Equipment Acquisitions for Pilot Production

[***]

Exhibit B

Payables

EXECUTION

Exhibit C

Trademark Assignments

TRADEMARK ASSIGNMENT

This Trademark Assignment (the “Assignment”) is by and between:

·                  ▇▇▇▇▇▇, LLC, a limited liability company duly formed and validly existing under the laws of the State of Delaware, United States of America, with headquarters located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (“▇▇▇▇▇▇” or “Assignor”),

·                  Metabolix, Inc., a corporation duly incorporated and validly existing under the laws of the State of Delaware, United States of America, with headquarters located at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (“Metabolix” or “Assignee”)

and is effective as of the latest signature date below (the “Effective Date”).

1.             Background.  Assignor owns the trademarks set forth on Schedule A attached hereto (the “Trademarks”).  Assignee wishes to acquire the Trademarks together with the goodwill associated therewith.  Assignor wishes to assign the Trademarks and Assignee wishes to accept such assignment on the terms and conditions set forth in this Assignment.

2.             Grant.  For good and valuable consideration including payment of US$1.00, Assignor hereby sells, assigns, and transfers to Assignee, its successors and assigns, the entire right, title, and interest in, to, and under the Trademarks worldwide, including all common law rights, trademark applications, registrations, and renewals, and the right to ▇▇▇ for past, present and future infringement, together with the goodwill symbolized by the Trademarks.

3.             Further Acts / Recordal.  Assignor further covenants with Assignee to execute when requested such additional assignments, instruments and documents as may reasonably be necessary to effectuate this Assignment and to enable the Assignee to record the Assignment in the various trademark offices, including recordations of assignment of trademark suitable for filing.  To the extent required under applicable law or otherwise necessary, Assignor herewith authorizes Assignee to apply for the recordal of the assignment of the Trademarks and to request the trademark offices in the territories concerned to issue to the Assignee any and all documents covering the Trademarks.  Should Assignor fail to take such steps or execute such documents promptly upon request, Assignor authorizes Assignee to take such steps and execute such documents in Assignor’s name and on Assignor’s behalf and Assignor hereby irrevocably appoint Assignee as its power of attorney for these purposes.

4.             Governing Law. This Agreement shall be governed and construed and interpreted in accordance with the laws of the State of Delaware, USA, irrespective of the choice of laws principles of the State of Delaware.

[Signature page to follow]

2

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed as of the Effective Date.

CERTIFICATE OF ACKNOWLEDGMENT

STATE OF                                           , USA

COUNTY OF

On this                             day of                             , 2012, before me, the undersigned notary public, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, proved to me through satisfactory evidence of identification, which was                                                            , to be the person whose name is signed on the preceding or attached document and acknowledged to me that he/she signed it voluntarily for its stated purpose.

3

WITNESSES TO ASSIGNMENT BY ▇▇▇▇▇▇

4

DECLARATION OF ACCEPTANCE

The above named Assignee, Metabolix, Inc., hereby declares that with effect from the            day of                                   , 2012, it accepts the Trademarks as granted in Paragraph 2 of the Assignment, including all goodwill of the business symbolized by such Trademarks including all rights to recover past, present and future damages for infringement, assigned to it by Assignor, ▇▇▇▇▇▇, LLC, pursuant to the foregoing Assignment.

CERTIFICATE OF ACKNOWLEDGMENT

STATE OF                                           , USA

COUNTY OF

On this                             day of                             , 2012, before me, the undersigned notary public, personally appeared ▇▇▇▇▇▇▇  ▇. ▇▇▇, proved to me through satisfactory evidence of identification, which was                                                            , to be the person whose name is signed on the preceding or attached document and acknowledged to me that he/she signed it voluntarily for its stated purpose.

5

WITNESSES TO ACCEPTANCE BY METABOLIX

6

SCHEDULE A

The Trademarks being assigned include all formatives of the marks listed below, namely, all marks comprised of or containing any of the marks listed below, including, but not limited to the marks in all colors, styles, fonts, combinations of upper and lower case letters:

Trademarks:

1.               MIREL

2.              

3.               ▇▇▇▇▇▇

4.               M∙▇▇▇▇

Related Pending Applications and Registrations:

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▇