---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-303503"
form_type: "8-K"
ticker: "CDXS"
cik: "0001200375"
company_name: "CODEXIS, INC."
filed_at: "2023-12-27T23:59:59+00:00"
generated_at: "2026-06-07T06:46:29.290013+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Codexis assigns CDX-7108 to Nestlé for $5M upfront plus milestones; closing expected Jan 5

## Summary
- Upfront payment of $5M, potential $15M development milestones, $25M commercial milestones, and royalty on net sales above baseline.
- Nestlé gets option to buy amylase/protease assets for $2.5M, plus $2.5M milestone payment.
- Codexis restricted from developing lipase PERT products for at least three years.
- Collaboration and Development Agreements terminated; closing expected Jan 5, 2024.
- Company also receives scaled percentage of proceeds from future sale or licensing of CDX-7108 by Nestlé.

## SEC filing metadata
- accession: 0001193125-23-303503
- form_type: 8-K
- ticker: CDXS
- cik: 0001200375
- company_name: CODEXIS, INC.
- filed_at: 2023-12-27T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 1.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1200375/000119312523303503/0001193125-23-303503-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1200375/000119312523303503/d940896d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-303503
- JSON: https://secwatch.observer/filing/0001193125-23-303503.json
- Plain text: https://secwatch.observer/filing/0001193125-23-303503.txt

## Key facts
- Material Agreements
  CODEXIS, INC. terminated Strategic Collaboration Agreement with Nestlé Health Science valued at Termination of Collaboration Agreement and Development Agreement (effective 2023-12-27).
  - Action: termination
  - Agreement: collaboration
  - Counterparty: Nestlé Health Science
  - Value: Termination of Collaboration Agreement and Development Agreement
  - Effective: 2023-12-27
  source text: CDX-7108 was discovered under the Strategic Collaboration Agreement between Nestlé Health Science (“Nestlé”) and the Company, dated October 12, 2017 (“Collaboration Agreement”), and was the subject of a development agreement between Nestle and the Company, dated January 1, 2020 (“Development Agreement”), pursuant to which the parties collaborated to advance the development of CDX-7108.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1200375/000119312523303503/0001193125-23-303503-index.htm
- Material Agreements
  CODEXIS, INC. entered into A&P Acquisition Agreement with Nestlé Health Science valued at Upfront cash payment of $2.5 million, potential additional $2.5 million payment upon meeting certain (effective 2023-12-27).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Nestlé Health Science
  - Value: Upfront cash payment of $2.5 million, potential additional $2.5 million payment upon meeting certain
  - Effective: 2023-12-27
  source text: The Company will also grant Nestlé an option to enter into an agreement for the sale of assets related to amylase and protease discovered under the Collaboration Agreement (“A&P Acquisition Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1200375/000119312523303503/0001193125-23-303503-index.htm
- Material Agreements
  CODEXIS, INC. entered into Acquisition Agreement with Nestlé Health Science valued at Upfront payment of $5.0 million, up to $15.0 million in development milestones and $25.0 million in (effective 2023-12-27).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Nestlé Health Science
  - Value: Upfront payment of $5.0 million, up to $15.0 million in development milestones and $25.0 million in
  - Effective: 2023-12-27
  source text: On December 27, 2023, the Company and Nestlé entered into an acquisition agreement (the “Acquisition Agreement”), pursuant to which the Company has agreed to assign its interests in CDX-7108 (including associated agreements and intellectual property rights) to Nestlé.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1200375/000119312523303503/0001193125-23-303503-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.