exv10w13



 





Exhibit 10.13




LICENSE AGREEMENT




     THIS LICENSE AGREEMENT (this “Agreement”), dated as of October ___, 2003 (the “Effective
Date”), is entered into between Archemix Corp., a Delaware corporation, having a place of business
at 1 Hampshire Street, Cambridge, MA 02139 (“Archemix”), and Regado Biosciences, Inc., a Delaware
corporation, having a place of business at                                                             , (“Regado”).



     WHEREAS, Archemix owns or has rights in certain technology regarding aptamers and their
modifications; and



     WHEREAS, Regado desires to obtain a worldwide license under Archemix’s rights in such
technology to develop and commercialize Licensed Products for use in therapeutics.



     NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein
contained, the parties agree as follows:




	1	 	DEFINITIONS






	 	1.1	 	“Affiliate” shall mean, with respect to any Person, any other Person
which directly or indirectly controls, is controlled by, or is under common control
with, such Person. A Person shall be regarded as in control of another Person if it
owns, or directly or indirectly controls, at least fifty percent (50%) of the voting
stock or other ownership interest of the other Person, or if it directly or indirectly
possesses the power to direct or cause the direction of the management and policies of
the other Person by any means whatsoever.
	 
	 	1.2	 	“Anti-Fibrin Activity” shall mean the elimination or modulation of
fibrin deposition, platelet adhesion and/or platelet aggregation in humans.
	 
	 	1.3	 	“Anti-Fibrin Antidote Activity” shall mean the termination or
modulation of Anti-Fibrin Activity.
	 
	 	1.4	 	“Aptamers” shall mean oligonucleotides, including any structural
variations and modifications, derivatives, homologs, analogs and/or mimetics thereof,
identified through the SELEX Process.
	 
	 	1.5	 	“Commercial License” shall have the definition set forth in Section
2.1(b).
	 
	 	1.6	 	“Controlled” shall mean, with respect to a particular item of
information or intellectual property right, that the applicable Party owns or has a
license to such item or right and has the ability to grant to the other Party access to
and a license or sublicense (as applicable) under such item or rights as provided for
in this Agreement without violating the terms of any agreement or other arrangement
with any Third Party.
	 
	 	1.7	 	“Damages” shall mean any and all costs, losses, claims, liabilities,
fines, penalties, damages and expenses, court costs, and reasonable fees and




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




 









 






	 	 	 	disbursements of counsel, consultants and expert witnesses incurred by a Party
hereto (including any interest payments which may be imposed in connection
therewith).
	 
	 	1.8	 	“Excluded Aptamers” shall mean (a) [***], (b) [***], and (c) any
Aptamer directed to a target for use outside the Field and (d) the following targets:






	 	i.	 	[***];
	 
	 	ii.	 	[***];
	 
	 	iii.	 	[***];
	 
	 	iv.	 	[***];
	 
	 	v.	 	[***];
	 
	 	vi.	 	[***];
	 
	 	vii.	 	[***];
	 
	 	viii.	 	[***]; and
	 
	 	ix.	 	[***].






	 	1.9	 	“Field” shall mean the use of a Licensed Product for the treatment of
diseases or conditions in humans caused or characterized by factors involved in, and
the modulation of, fibrin deposition, platelet adhesion and/or platelet aggregation;
provided, however, that the Field shall not include the treatment of
any conditions or diseases of the [***] and [***], the [***] or the [***]. The Field
shall not include the diagnosis of any diseases or conditions nor any uses relating to
the [***].
	 
	 	1.10	 	“First Commercial Sale” shall mean, with respect to any Licensed
Product, the first sale for use or consumption by the general public of such Licensed
Product.
	 
	 	1.11	 	“Gilead-Archemix License Agreement” shall mean the License Agreement
Between Gilead Sciences, Inc. and Archemix Corp. dated October 21, 2001.
	 
	 	1.12	 	“Interested Party” shall mean Regado, Archemix or Gilead and
“Interested Parties” shall mean Regado, Archemix and Gilead.
	 
	 	1.13	 	“In Vitro Diagnostics” shall mean the use of the SELEX Process or
Aptamers identified through the use of the SELEX process in the assay, testing or
determination outside of a living organism, of a substance in a test material.
	 
	 	1.14	 	"In Vivo Diagnostic Agent” shall mean any Licensed Product containing
one or more Aptamers that is used for any human in vivo diagnostic purpose related to,




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




2









 












	 	 	 	inter alia, the identification, quantification or monitoring of the propensity
toward, or actual existence of, any disease state.
	 
	 	1.15	 	“Licensed IP Rights” shall mean, collectively, the Licensed Patent
Rights and the Licensed Know-How Rights.
	 
	 	1.16	 	“Licensed Know-How Rights” shall mean all trade secrets, know-how,
information and data Controlled by Archemix during the Term that is not generally known
(including, but not limited to, information and data regarding formulae, procedures,
protocols, techniques and results of experimentation and testing), which is necessary
or useful for Regado to practice within the Field any invention, composition of matter,
method or process claimed or disclosed in any issued patent or pending patent
application within the Licensed Patent Rights.
	 
	 	1.17	 	“Licensed Patent Rights” shall mean any and all patents or patent
applications Controlled during the Term by Archemix that are necessary or useful for
the performance of the SELEX Process or the manufacture, sale, offer for sale,
importation or use of Aptamers, excluding the Excluded Aptamers, within the Field,
including, without limitation, the Licensed SELEX Patent Rights; provided,
however, that patents and patent applications claiming the composition or use
of specific Aptamers shall not be included within the definition of “Licensed Patent
Rights” except to the extent they are included within the Licensed SELEX Patent Rights.
	 
	 	1.18	 	“Licensed Product” shall mean a product that contains an Aptamer, other
than an Excluded Aptamer, with Anti-Fibrin Activity, and that has, as another
component, a nucleic acid that has Anti-Fibrin Antidote Activity, wherein the
discovery, development, manufacture, use, sale or importation of such product would
infringe a Valid Claim within the Licensed Patent Rights but for the grant and
continuing validity of the license granted by Archemix to Regado in Section 2.1 hereof.
In addition, if Regado manufactures, uses, sells, offers for sale, has sold or imports
a product that would constitute a Licensed Product but for the fact that Regado did not
discover or develop the Aptamer contained within such product, then, that product shall
be deemed to be within the definition of the term “Licensed Product” for all purposes
hereunder. For avoidance of doubt, in addition to the foregoing requirements, a
product must have therapeutically significant levels of both Anti-Fibrin Activity and
Anti-Fibrin Antidote Activity in order to be a “Licensed Product.”
	 
	 	1.19	 	“Licensed SELEX Patent Rights” shall mean (a) those certain patent
applications and patents listed on Schedule A hereto and any patent or patent
application claiming priority therefrom; (b) all patents that have issued or in the
future issue from such patent applications, including utility, model and design patents
and certificates of invention; and (c) all divisionals, continuations,
continuations-in-part, reissues, renewals, extensions or foreign counterparts or
additions to any such patent applications and patents.




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




3









 












	 	1.20	 	“NDA” shall mean a New Drug Application, as defined in the United
States Food, Drug and Cosmetic Act and the regulations promulgated thereunder, or any
successor application thereto.
	 
	 	1.21	 	“Net Sales” shall mean, with respect to any Licensed Product, the
invoiced sales price of such Licensed Product billed to independent customers by Regado
and its Affiliates, less (a) credits, allowances, discounts and rebates to, and
chargebacks from the account of, such independent customers for spoiled, damaged,
out-dated, rejected or returned Licensed Product or bad debts; (b) actual freight and
insurance costs incurred by Regado in transporting such Licensed Product to such
customers; (c) cash, quantity and trade discounts and other price reductions; (d)
sales, use, value-added and other direct taxes incurred; and (e) customs duties,
surcharges and other governmental charges incurred by Regado in connection with the
exportation or importation of such Licensed Product.
	 
	 	1.22	 	“Party” shall mean Regado or Archemix and “Parties” shall mean
Regado and Archemix.
	 
	 	1.23	 	“Person” shall mean an individual, corporation, partnership, limited
liability company, trust, business trust, association, joint stock company, joint
venture, pool, syndicate, sole proprietorship, unincorporated organization,
governmental authority or any other form of entity not specifically listed herein.
	 
	 	1.24	 	“Phase III Trial” shall mean a clinical trial designed to demonstrate
the safety and efficacy of a Licensed Product as more fully defined in 21 CFR 312.21(c)
or any successor regulation thereto.
	 
	 	1.25	 	“Proprietary Information” shall mean, subject to the limitations set
forth in Section 9.1 hereof, any confidential information of a Party disclosed by such
Party to the other Party in the course of negotiating or performing under this
Agreement that is identified as confidential by the disclosing party at the time of its
disclosure.
	 
	 	1.26	 	“Radio Therapeutic” shall mean any Licensed Product for human
therapeutic use that contains one or more Aptamers that target specifically any
diseased tissue, cells or disease-specific molecules or any tissue or cells which are
affected by a disease or located in the close neighborhood of a disease process and
linked to or incorporates (a) radionucleotides or (b) any structure or elements which
develop therapeutic effects similar to the effect of linking or incorporating
radionucleotides after submission of any kind of radiation.
	 
	 	1.27	 	“Regado Improvements” shall mean any inventions, patentable or not,
information and/or data Controlled by Regado after the Effective Date and during the
term of this Agreement, that were derived from the practice of the Licensed IP Rights,
and that relate to (a) improvements in the SELEX Process and (b) improvements made to
the Licensed IP Rights.




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




4









 












	 	1.28	 	“Regado SELEX Technology” shall mean any know-how, technology,
inventions, information or data Controlled by Regado as of the Effective Date of this
Agreement or during the Term, that constitute a modification or improvement to the
SELEX Process.
	 
	 	1.29	 	“Research License” shall have the definition set forth in Section
2.1(a).
	 
	 	1.30	 	“Royalty Term” shall mean, as determined on a Licensed
Product-by-Licensed Product and country-by-country basis, the period of time commencing
on the date of the First Commercial Sale of such Licensed Product in such country, and
ending upon the expiration or termination of the last Valid Claim within the Licensed
Patent Rights that covers the development, manufacture, use, sale or importation into
such country of such Licensed Product.
	 
	 	1.31	 	“SELEX Process” means any process for the identification of a nucleic
acid, which process is disclosed in or falls within the claimed scope of the Licensed
SELEX Patent Rights.
	 
	 	1.32	 	“Sublicense Income” shall mean the consideration payable to Regado in
connection with a sublicense of any or all of the rights granted hereunder to Regado by
Archemix, including without limitation, any and all upfront payments, annual fees,
milestone payments, royalties but excluding (a) payment for research or development to
be conducted by Regado or its Affiliates for the benefit of the Sublicensee to the
extent not in excess of the actual direct cost of performing such research and
development, and (b) proceeds from the sale and issuance of Regado securities to a
Sublicensee to the extent not in excess of the fair market value of said securities.
	 
	 	1.33	 	“Sublicensee” shall mean a Third Party to whom Regado grants a
sublicense of any or all of the rights granted hereunder to Regado by Archemix
	 
	 	1.34	 	“Territory” shall mean the world.
	 
	 	1.35	 	“Third Party” shall mean any Person other than Archemix, Regado and
their respective Affiliates.
	 
	 	1.36	 	“URC License Agreement” shall mean the Restated Assignment and License
Agreement, dated July 17, 1991, by and between University Research Corporation and
Gilead as successor in interest to NeXstar.
	 
	 	1.37	 	“UTC” shall mean University Technology Corporation, the successor to
the University Research Corporation.
	 
	 	1.38	 	“Valid Claim” shall mean (a) a claim of an issued and unexpired patent
within the Licensed Patent Rights, which has not been held permanently revoked, found
unenforceable or invalid by a decision of a court or other governmental agency of
competent jurisdiction, unappealable or unappealed within the time allowed for appeal,
and which has not been admitted to be invalid or unenforceable through




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




5









 












reissue or disclaimer or otherwise, or (b) a claim of a pending patent application
so long as there exists an issued and unexpired patent meeting the criteria of
clause (a) above that includes a claim covering the discovery, development,
manufacture, use, sale or importation into the country of the Licensed Product.




	2	 	LICENSE GRANT






	 	2.1	 	License Grants to Regado. Subject to the terms and conditions set
forth herein (including Section 2.5), Archemix hereby grants to Regado the following
licenses during the term of this Agreement (a) a non-exclusive, non-sublicenseable
license under the Licensed IP Rights, to use the SELEX Process, for the purpose of
identifying and developing anti-protein Aptamers for use solely as part of a Licensed
Product (the “Research License”) and (b) an exclusive, worldwide license under the
Licensed IP Rights, with the right to grant Sublicenses as set forth in Section 2.2, to
develop, manufacture, use, sell, offer for sale, have sold, and import Licensed
Products solely for use in the Field (the “Commercial License”). For the avoidance of
doubt the Research License shall include the right to test potential Licensed Products
in animal.
	 
	 	2.2	 	Sublicense Rights. Subject to Archemix’s rights under Article 8,
Regado shall have the right to grant sublicenses solely under the Commercial License.
Regado shall give Archemix prompt written notice of each sublicense under this
Agreement along with a copy of such sublicense. Any such sublicense shall contain
provisions for the assignment to Archemix of Regado’s interest therein upon termination
of this Agreement, subject to the last sentence of this Section 2.2, unless the
termination of this Agreement arises out of the action or inaction of such Sublicensee
or the Sublicensee is then in breach of its obligations under such sublicense, in which
case Archemix, at its option, may terminate such sublicense. Notwithstanding this, if
in Regado’s opinion, sublicensee did not materially breach the agreement, Regado may
challenge the termination under the provisions of Section 8.3. Each sublicense shall
also contain provisions which obligate such Sublicensee to comply with terms,
conditions, agreements and obligations that are consistent with the terms, conditions,
agreements and obligations to which Regado is subject under this Agreement. Archemix
hereby agrees to accept such assignment and that such sublicense, as assigned, will
remain in full force and effect, provided that Archemix shall have no obligation
thereunder except to maintain the continued effectiveness of the sublicense.
	 
	 	2.3	 	Negative Covenants.






	 	2.3.1	 	Without limiting any of the other terms, conditions and
limitations contained herein, Regado shall not (a) use the SELEX Process or
otherwise select Aptamers against targets for use outside the Field, (b)
perform any research or development on any Aptamer for use outside the Field
(c) provide Aptamers for use outside the Field to any party that does not
possess a valid license to the Licensed SELEX Patent Rights for the intended
use of the Aptamer, except for evaluation of the aptamer as a




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




6









 












	 	 	 	therapeutic; (d) make, use, sell, offer for sale, import or export any
Licensed Products containing any Excluded Aptamers, (e) make, use, sell,
offer for sale, import or export any Excluded Aptamers, or (f) make, use,
sell, offer for sale, import or export any Aptamers for In Vitro
Diagnostics, as In Vivo Diagnostic Agents or as Radio Therapeutics.
	 
	 	2.3.2	 	Subject to the terms and conditions set forth herein, Archemix
hereby agrees not to develop, or grant to any Third Party the right, under the
Licensed IP Rights, to develop therapeutic aptamers to modulate the Factor
[***] or the Factor [***] [***]. The foregoing restriction shall terminate on
the first to occur of the following events: (a) the [***] anniversary of the
Effective Date; (b) at any time after the [***] anniversary of the Effective
Date upon [***] months prior written notice from Archemix to Regado, or (c) on
a target-by-target basis, if Regado discontinues active development of Licensed
Products against aptamers used to modulate Factor [***] or the Factor [***].






	 	2.4	 	License Grants to Archemix.






	 	2.4.1	 	Subject to the terms and conditions hereof, Regado hereby
grants to Archemix, a royalty-free, paid-up, and non-exclusive nontransferable
license under Regado’s intellectual property rights relating to the Regado
Improvements (a) to conduct internal research solely within Archemix.
	 
	 	2.4.2	 	Subject to the terms and conditions set forth herein
(including Section 2.5), Regado hereby grants to Archemix a royalty-free,
paid-up, non-exclusive license, with the right to grant sublicenses solely as
provided in this Section 2.4.2, under intellectual property rights Controlled
by Regado, as of the Effective Date and during the Term, that relate to Regado
SELEX Technology, for any and all uses outside of the Field. The license
granted under this Section 2.4.2 shall remain in effect following the
expiration or termination of this Agreement for any reason other than a
termination by Regado under Section 11.2 due to a material breach by Archemix.






	 	2.5	 	Third Party Agreements. The Parties each hereby acknowledge that
certain of the intellectual property rights which are subject to the licenses granted
herein may be Controlled by the Party granting such license (the “Licensor” and the
other Party under such circumstances is the “Licensee”) by virtue of a license (a
“Third Party Agreement”) granted to the Licensor by a Third Party. Except as otherwise
set forth in this Section 2.5, the Parties hereby agree to pay, either to the Licensor
or directly to such Third Party as the Licensor shall determine, any and all
incremental costs (including without limitation, milestones and royalties) required to
be paid under a Third Party Agreement due to the grant of the license of such rights to
the Licensee or the exercise of those rights by the Licensee (such amounts are “Third
Party Royalties”). Notwithstanding the foregoing, and subject to the terms and
conditions set forth herein, Archemix shall be responsible for all




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




7









 












amounts payable to Third Parties for the rights to the Licensed SELEX Patent Rights
and Regado shall be responsible for all amounts payable to Third Parties for the
rights to the intellectual property licensed to Regado by Duke University (or any of
its Affiliates or agents). The Parties further agree (a) to provide notice and
copies to each other of all Third Party Agreements that require the payment of Third
Party Royalties (with terms and conditions that are not relevant to the Licensee
redacted), (b) to refrain from breaching, or causing the Licensor to breach, any
Third Party Agreements, and (c) when acting as Licensor, to refrain from charging or
attempting to charge any fee or royalty to the Licensee in connection with the grant
or exercise of such license, other than Third Party Royalties, or the amounts due
under Section 3 of this Agreement. The Parties further acknowledge and agree that
either of them, when acting as Licensee, may, by notice to the Licensor, reject or
terminate the licenses granted to them hereunder with respect to rights under any
Third Party Agreement(s), at any time during the term, without effecting the ongoing
effectiveness of this Agreement.




	3	 	TECHNOLOGY ACCESS FEE; ROYALTIES; MILESTONES






	 	3.1	 	Technology Access Fee. In consideration of the licenses and rights
granted to Regado herein, Regado shall, as of the date immediately preceding the
closing (the “Closing”) of the first equity financing of Regado in which Regado is
assigned a pre-money valuation of not less than [***] dollars ($[***]), issue to
Archemix fully-paid and non-assessable shares of common stock of Regado equal to [***]
percent ([***]%) of the total number of equity shares of Regado, on a fully diluted
basis, immediately prior to the issuance of shares at the Closing. Regado shall
deliver written notice of the Closing to Archemix at least [***] business days prior to
such Closing in accordance with the notice provisions contained in Section 14.1 of this
Agreement. Archemix and Regado shall enter into such agreements relating to the
issuance of the common stock as are customary under such circumstances.
	 
	 	 	 	For the purpose of this Agreement, “fully diluted basis” shall mean the aggregate of
(a) the number of shares of common stock issued and outstanding on the determination
date, (b) the number of shares of common stock issuable upon exercise, exchange or
conversion of all exercisable, exchangeable or convertible securities outstanding on
the determination date, assuming such securities were exercised, exchanged or
converted on the determination date (without regard to whether such securities are
actually exercisable, exchangeable or convertible on the determination date) and (c)
the number of shares of common stock issuable pursuant to any other obligation or
agreement of, or right granted by, Regado, whether vested or unvested, contingent or
otherwise.
	 
	 	3.2	 	Royalty Payments. In consideration for the licenses granted to Regado
herein, Regado shall pay royalties to Archemix equal to [***] percent ([***]%) of Net
Sales of Licensed Products beginning with the First Commercial Sale by Regado or its
Affiliates and continuing during the Royalty Term, and (ii) [***] percent




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




8









 












([***]%) of all Sublicense Income received by Regado or its Affiliates during the
Term.




If Regado grants a sublicense to a Third Party to develop therapeutic aptamers that
modulate the Factor [***] or the Factor [***], then Regado shall pay to Archemix, an
additional [***] percent ([***]%) of all Sublicense Income received by Regado in
connection with that sublicense, for a total of [***] percent ([***]%) of such
Sublicense Income. However, if Regado grants this sublicense after the completion
of a [***], or if Archemix terminates the period described under Section 2.3.2 prior
to [***] anniversary of the Effective Date by notice to Regado, then such additional
[***] percent ([***]%) will not be payable hereunder.




As further consideration for the term of exclusivity granted in Section 2.3.2,
Regado shall provide Archemix with an additional [***] percent ([***]%) of all
Sublicense Income. If Archemix terminates the period described under Section 2.3.2
prior to [***] of the Effective Date by notice to Regado, then such additional [***]
percent ([***]%) will not be payable hereunder.




	 	3.3	 	Milestones. In consideration for the licenses granted to Regado
herein, Regado shall pay the amounts indicated below to Archemix within [***] days
following the achievement of each of the events indicated below for Licensed Products
developed by Regado to achieve each such event:





	 	 	 
	Event	 	Milestone Payment Amount
	[***]*

	 	$[***]
	[***]

	 	$[***]
	[***]

	 	$[***]
	[***]

	 	$[***]







*[***] is [***] upon [***] of the [***] in such [***].




Regado shall provide no less than [***] days prior written notice to Archemix of the
anticipated achievement of each of the above-described milestone events with respect
to each Licensed Product and written notice of the actual achievement of each of the
above milestone events with respect to each Licensed Product no later than [***]
days following each such achievement.


Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




9









 






	4	 	ROYALTY REPORTS AND ACCOUNTING






	 	4.1	 	Royalty Reports. Following the First Commercial Sale of a Licensed
Product and continuing throughout the term, Regado shall furnish to Archemix a [***]
written report showing in reasonably specific detail the calculation of royalties owing
with respect to the sale of Licensed Products by Regado and its Affiliates for the
prior quarter. With respect to sales of Licensed Products invoiced in United States
dollars, all amounts shall be expressed in United States dollars. With respect to
sales of Licensed Products invoiced in a currency other than United States dollars, all
amounts shall be expressed in the domestic currency of the party making the sale
together with the United States dollar equivalent. The United States dollar equivalent
shall be calculated using the average of the exchange rate (local currency per US$1)
published in The Wall Street Journal, Eastern Edition, under the heading “Currency
Trading” on the last business day of each month during the applicable calendar quarter.
Reports shall be due on the [***] day following the close of each [***]. Regado shall
also furnish to Archemix a report promptly upon receipt of any Sublicense Income,
showing in reasonably specific detail the calculation of Sublicense Income (including
any deductions from the gross amount received from the Sublicensee) and the amounts
owing with respect to such Sublicense Income. Regado shall keep complete and accurate
records in sufficient detail to enable the royalties payable hereunder to be
determined.
	 
	 	4.2	 	Audits.






	 	4.2.1	 	Upon the written request of Archemix and not more than [***]
in each [***], Regado shall permit an independent certified public accounting
firm of nationally recognized standing selected by Archemix and reasonably
acceptable to Regado, at Archemix’ expense, to have access during normal
business hours to such of the records of Regado as may be reasonably necessary
to verify the accuracy of the royalty reports for any year ending not more than
[***] months prior to the date of such request. The accounting firm shall
disclose to Archemix only whether or not the reports are correct and the amount
of any discrepancies. No other information shall be shared.
	 
	 	4.2.2	 	If such accounting firm concludes that additional royalties
were owed during such period, Regado shall pay the additional royalties within
[***] days of the date Archemix delivers to Regado such accounting firm’s
written report so concluding. The fees charged by such accounting firm shall
be paid by Archemix; provided, however, if the audit discloses
that the royalties payable by Regado for the audited period are more than [***]
percent ([***]%) of the royalties actually paid for such period, then Regado
shall, in addition to paying the overdue amounts, pay the reasonable fees and
expenses charged by such accounting firm.






	 	4.3	 	Confidential Financial Information. Archemix shall treat all financial
information subject to review under this Section 5 as confidential, and shall cause its




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




10









 












accounting firm to retain all such financial information in confidence under Section
9 below.




	5	 	PAYMENT TERMS






	 	5.1	 	Payment Terms. Royalties shown to have accrued by each royalty report
provided for under Section 5.1 above shall be due on the date such royalty report is
due. Payment of royalties in whole or in part may be made in advance of such due date.
Overdue amounts shall bear interest at the rate of [***] percent ([***]%) per month.
Acceptance of overdue amounts plus interest shall not constitute a waiver by Archemix
of any other remedies it may have hereunder or otherwise.
	 
	 	5.2	 	Exchange Control. If at any time legal restrictions prevent the prompt
remittance of part or all royalties with respect to any country where a Licensed
Product is sold, Regado shall promptly notify Archemix of such fact and shall make such
payments by depositing the amount thereof in local currency in a bank or other
depository institution in such country indicated by Archemix.
	 
	 	5.3	 	Withholding Taxes. Regado shall be entitled to deduct the amount of
any withholding taxes, value-added taxes or other taxes, levies or charges with respect
to such amounts, payable by Regado, its Affiliates or Sublicensees, or any taxes
required to be withheld by Regado, its Affiliates or Sublicensees, to the extent
Regado, its Affiliates or Sublicensees pay to the appropriate governmental authority on
behalf of Archemix such taxes, levies or charges. Regado shall use reasonable efforts
to minimize any such taxes, levies or charges required to be withheld on behalf of
Archemix by Regado, its Affiliates or Sublicensees. Regado promptly shall deliver to
Archemix proof of payment of all such taxes, levies and other charges, together with
copies of all communications from or with such governmental authority with respect
thereto.
	 
	 	5.4	 	Limitations Imposed by Law. If any amount payable under Section 3 or
Section 5.1 are limited by any applicable laws, regulations or government order, then
the amount payable shall be deemed to be the highest amount payable under such law,
regulation or government order.






	6	 	FUNDING REQUIREMENT






	 	6.1	 	Funding Requirement. Regado shall close an equity financing, or series
of financings, having aggregate proceeds of at least [***] dollars ($[***]) on or
before the first anniversary of the Effective Date. Failure of Regado to close such a
financing in accordance with this Section 6.1 will constitute a material breach of this
Agreement.






	7	 	PROGRESS REPORT AND COMMERCIAL APPLICATION






	 	7.1	 	Progress Report. On or before February 28 and August 30 of each year,
commencing as of February 28, 2004 and ending on August 30 of the calendar




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




11









 












	 	 	 	year following the calendar year in which Regado, its Affiliates or Sublicensees
first begins to market any Licensed Product, Regado shall provide a semi-annual
progress report to Archemix, each report covering the [***] month period preceding
the due date of the report. Thereafter, Regado shall provide such reports on an
annual basis covering the [***] month period preceding the due date of the report.
Each report shall describe any Regado Improvements, notice of any patents filed by
Regado in connection with any Regado Improvements and the progress made by Regado,
its Affiliates or Sublicensees toward the commercial development of any Licensed
Products or services utilizing the Licensed IP Rights. Such report shall include at
a minimum, information reasonably sufficient to enable Archemix to satisfy its
reporting obligations to Gilead under the Gilead-Archemix License Agreement with
respect to this Agreement, including any reporting obligations of the U.S.
Government, and to assess the progress made by Regado toward meeting the diligence
requirements of Section 7.2 below.
	 
	 	7.2	 	Commercial Application. Regado, either directly or with and through
the efforts of its Affiliates and Sublicensees, shall at all times use commercially
reasonable efforts to proceed with the development, manufacture and sale of Licensed
Products, including, without limitation, maintaining sufficient facilities, resources
and personnel to fulfill its obligations under this Agreement. In the event that
Regado, its Affiliates and Sublicensees cease reasonable efforts to develop the
commercial applications of the Licensed Products for a period of at least [***] months
Archemix will have the option, at its sole discretion, to terminate this Agreement
pursuant to Section 11.2 below. In such event, Archemix may exercise its option;
provided, however, that (a) Archemix delivers advance written notice of
its decision to exercise such option to force a reversion of the technology to
Archemix, and (b) for a period of [***] months following Regado’s receipt of such
notice, Regado, its Affiliates, and Sublicensees, shall have the right and opportunity
to cure the alleged cessation of such reasonable commercial development. Further, if
Regado or its sublicensee disagrees that it has ceased reasonable efforts to
commercialize a Licensed Product, or disagrees that it has not sufficiently cured a
cessation of reasonable efforts, it can request arbitration of the termination decision
under the terms of Section 8.3 by written notice to Archemix within [***] month of a
written notice of termination. Regado acknowledges and agrees that under the URC
License Agreement and the Gilead-Archemix License Agreement, Archemix rights in the
Licensed IP Rights may revert to Gilead or the UTC if Archemix, its Affiliates and all
assignees and sublicensees cease reasonable efforts to develop the commercial
applications of the Licensed Products and services utilizing the Licensed IP Rights.
	 
	 	 	 	Regado further acknowledges and agrees that, in the event of any termination of the
URC License Agreement, the licenses granted to Regado hereunder shall remain in full
force and effect in accordance with Section 3.4 of the URC License Agreement,
provided that Regado is not then in breach of this Agreement and Regado agrees to be
bound to UTC as the licensor under the terms and conditions of this Agreement.




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




12









 












Regado further acknowledges and agrees that, in the event of any termination of the
Gilead-Archemix License Agreement, the licenses granted to Regado hereunder shall
remain in full force and effect in accordance with Section 2.3 of the
Gilead-Archemix License Agreement provided that Regado agrees to be bound to Gilead
as the licensor under the terms and conditions of this Agreement and provided that
if the termination of the Gilead-Archemix License Agreement arises out of the action
or inaction of Regado, Gilead, at its option, may terminate such license.




	8	 	ARCHEMIX RIGHT OF FIRST REFUSAL






	 	8.1	 	Partnering Rights. Regado shall have the sole and exclusive right to
develop and commercialize the Licensed Products worldwide and to enter into such
agreements with respect to the transfer of such rights as it deems appropriate in its
sole discretion. However, if and to the extent that Regado finalizes the terms of a
collaboration agreement with one or more Third Parties (a “Partnering Agreement”)
concerning part or all of the development and commercialization of one (1) or more
Licensed Products (each a “Partnered Product”), Regado shall, prior to entering into a
binding agreement, give written notice (a “Collaboration Agreement Notice”) to Archemix
that shall include a description of the other party and a statement of the proposed,
material terms for the Partnering Agreement (the “Proposed Terms”).
	 
	 	8.2	 	Good Faith Determination and Exercise of Rights. Upon receipt of the
Collaboration Agreement Notice, Archemix shall have [***] days to determine in good
faith, subject to due diligence, whether the Proposed Terms are in keeping with terms
that are customary in the industry at that time for similar deals between
similarly-situated parties. If Archemix makes such a determination, then Archemix
shall provide prompt written notice to Regado of that determination and Regardo shall
be free, for the next [***] months, to enter into a Partnering Agreement with the party
identified in the Collaboration Agreement Notice on the Proposed Terms. In the event
that Archemix determines that the Proposed Terms are not in keeping with terms that are
customary in the industry at that time for similar deals between similarly-situated
parties, then Archemix shall provide prompt written notice of that determination to
Regado and Regado shall have a period of [***] days to agree with such determination or
to initiate arbitration of that dispute as set forth in Section 8.3. If either (a)
Regado agrees with Archemix’ determination that the Proposed Terms are not in keeping
with terms that are customary in the industry at that time for similar deals between
similarly-situated parties, or (b) the arbitrator makes such a determination in
accordance with Section 8.3, then Archemix shall have the option, to be exercised
within [***] days, to either enter into a Partnering Agreement with Regado on the
Proposed Terms or Archemix may waive such right and allow Regado to enter into a
Partnering Agreement with the party identified in the Collaboration Agreement Notice on
the Proposed Terms at any time within the next [***] months. If the arbitrator
determines pursuant to Section 8.3 that the Proposed Terms are in keeping with terms
that are customary in the industry at that time for




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




13









 












	 	 	 	similar deals between similarly-situated parties, then Regado shall be free to enter
into a Partnering Agreement with the party identified in the Collaboration Agreement
Notice on the Proposed Terms at any time within the next [***] month period. If, in
the event that Regado is permitted by the terms of this Section 8.2 to enter into a
Partnering Agreement with a Third Party within a [***] month period, and Regado and
such Third Party fail to both execute and deliver a Partnering Agreement containing
the Proposed Terms within such [***] month period, then Regado’s right to enter into
such an agreement shall expire and the proposed Partnered Products shall again
become subject to Archemix’s rights as described herein. Any Partnering Agreement
entered into in violation of Section 8.1 or this Section 8.2 shall be deemed a
material breach of this agreement.
	 
	 	8.3	 	Arbitration. If Regado seeks arbitration of a dispute under Section
8.2 or either Archemix or Regado seeks arbitration under any other section of this
agreement that provides for arbitration of a dispute, the arbitration shall be
conducted in accordance with the rules of the American Arbitration Association in
effect at that time. The arbitration shall be conducted so as to be concluded within
[***] days from the initiation of the proceeding. The arbitration shall be overseen by
a panel of [***] arbitrators with experience in the bio-pharmaceutical field. Each
Party shall choose [***] arbitrator and the [***] so chosen shall choose the [***]
arbitrator. The Parties shall bear their own internal costs (including their
respective legal fees) in connection with the arbitration and shall share equally the
fees and expenses of the arbitration. The arbitration shall take place in New York.






	9	 	CONFIDENTIALITY AND PUBLICITY






	 	9.1	 	Proprietary Information, Exceptions. Each Party will maintain all
Proprietary Information of the other Party received by it under this Agreement in trust
and confidence and will not disclose any such Proprietary Information of the other
Party to any Third Party or use any such Proprietary Information of the other Party for
any purposes other than those necessary or permitted for performance under this
Agreement without the express prior written permission of the other Party. Neither
Party shall use Proprietary Information of the other Party for any purpose or in any
manner that would constitute a violation of any laws or regulations, including without
limitation the export control laws of the United States. Neither Party shall disclose
Proprietary Information of the other Party to any employee, agent, consultant,
Affiliate, or sublicensee who does not have a need for such information. To the extent
that disclosure is authorized by this Agreement, the disclosing Party will obtain prior
agreement, from its employees, directors, agents, consultants, Affiliates, sublicensees
or clinical investigators to whom disclosure is permitted to be made, to obligations to
hold in confidence and not make use of such Proprietary Information of the other Party
for any purpose other than those permitted by this Agreement, that are at least as
restrictive as those of this Section 9.1. Each Party will use at least the same
standard of care as it uses to protect its own Proprietary Information of a similar
nature to ensure that such employees, agents, consultants and clinical investigators do
not disclose or make any unauthorized use of Proprietary Information of the other
Party, but no




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




14









 












less than reasonable care. Each Party will notify the other Party promptly upon
discovery of any unauthorized use or disclosure of the Proprietary Information of
the other Party. Notwithstanding the above, the parties hereby grant to each other
permission to make reasonable disclosures to potential investors or collaborators to
facilitate business discussions subject to such investor or collaborator entering
into a confidentiality agreement of similar scope to this Section 9.




Proprietary Information shall not include any information that the receiving Party
can demonstrate by competent written evidence:




	 	i.	 	is now, or hereafter becomes, through no act or
failure to act on the part of the receiving Party, its employees or
contractors in breach hereof, generally known or available;
	 
	 	ii.	 	is known by the receiving Party at the time of
receiving such information, as evidenced by its contemporaneous written
records;
	 
	 	iii.	 	is hereafter furnished to the receiving Party
by a Third Party, as a matter of right and without restriction on
disclosure; or
	 
	 	iv.	 	is independently developed by the receiving
Party without any breach of this Agreement, as shown by independent,
contemporaneous, written records.






	 	9.2	 	Authorized Disclosure. Notwithstanding any other provision of this
Agreement, each Party may disclose Proprietary Information if such disclosure:






	 	i.	 	is in response to a valid order of a court or
other governmental body of the United States or a foreign country, or
any political subdivision thereof; provided, however,
that the receiving Party shall first have given notice to the other
Party hereto to allow the other Party the opportunity to obtain a
protective order, with the reasonable cooperation of the receiving
Party as necessary, requiring that the Proprietary Information so
disclosed be used only for the purposes for which the order was issued;
	 
	 	ii.	 	is otherwise required by governmental law, rule
or regulation, including without limitation rules or regulations of the
U.S. Securities and Exchange Commission, or by rules of the National
Association of Securities Dealers; provided, however,
that the receiving Party shall first have given notice to the other
Party hereto in order to allow such Party the opportunity to seek
confidential treatment of the Proprietary Information; or
	 
	 	iii.	 	is otherwise necessary to prosecute or defend
litigation or comply with applicable governmental regulations or
otherwise enforce obligations under this Agreement, but only to the
extent that any such disclosure is necessary for such enforcement.




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




15









 












	 	9.3	 	Return of Proprietary Information. Upon the termination or expiration
of this Agreement, each Party shall, at the other Party’s option, promptly return or
destroy all Proprietary Information received by it from such other Party and shall
certify in writing to such other Party the completion thereof.
	 
	 	9.4	 	Publicity. Neither Party shall make a public announcement of this
Agreement or the relationship between the Parties or Interested Parties without the
other Party’s prior written consent. The Parties intend to issue a mutually agreed
upon press release within thirty (30) days after the Effective Date.






	10	 	PATENTS






	 	10.1	 	Prosecution and Maintenance. Archemix shall be solely responsible for
and shall control, at its sole cost, the preparation, filing, prosecution and
maintenance of the Licensed Patent Rights.
	 
	 	10.2	 	Enforcement.






	 	10.2.1	 	Notice. Each Party shall promptly notify the other in writing upon
becoming aware of any actual or potential infringement or misappropriation of
any Licensed IP Rights by Third Parties within the Territory and shall provide
any information available to that Party relating to such actual or potential
infringement or misappropriation. Regado shall have no rights with respect to
any infringement or misappropriation of Licensed IP Rights that occurs outside
of the Field except the right to receive notice pursuant to this Section
10.2.1; provided however, that, to the extent within the
control of Archemix, Archemix shall not enter into any settlement, consent
judgment or other voluntary final disposition with respect to any such
infringement or misappropriation if it would have a material adverse effect on
any Licensed IP Rights within the Field without the prior consent of Regado,
which consent shall not be unreasonably withheld.
	 
	 	10.2.2	 	Enforcement of Licensed Patent Rights. Within 60 days of receipt of
notice under Section 10.2.1 of any infringement of Licensed Patent Rights
within the Field or with respect to any Licensed Products within the Field, the
Parties shall confer to determine whether to bring suit (or take other
appropriate legal action) and what actions to take (including which patents
will be asserted) against the actual, alleged or threatened infringement. If
the Parties can not agree on how to proceed, no suit shall be brought by either
Party pending submission of the matter to arbitration under the provisions of
Section 8.3. Regado shall have the primary right, but not the obligation, to
initiate, prosecute and control any action with respect to such infringement,
by counsel of its own choice, to secure the cessation of the infringement or to
enter suit against the infringer; provided, however, that in
the event the validity or enforceability of any Licensed Patent Right is
challenged, or is otherwise at issue in such an action, then Archemix




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




16









 












shall have the right, at its discretion, to assume control of this part of
action, including without limitation, all aspects of claim construction,
with counsel of its own choice.. In any case controlled by Regado, Archemix
and/or Gilead shall have the right to participate in any such action and to
be represented by counsel of its own choice and at its own expense. If
Regado fails to exercise its right to bring an action or proceeding to so
enforce a Licensed Patent Right within a period of [***] days after receipt
of written notice of infringement of such Licensed Patent Right, then
Archemix and/or Gilead (as they shall determine) shall have the right to
bring and control any such action by counsel of their own choice and at its
own expense. In such an event, Gilead shall have the right to extend the
right to participate in and control, as applicable, any such action to its
Affiliates and sublicensees, as Gilead in its sole discretion deems
necessary to satisfy its obligations to such other sublicensees of the
Licensed Patent Rights. If any such action or proceeding is brought by an
Interested Party hereunder, the other Interested Parties agree to be joined
as necessary as party plaintiffs and to give the Interested Party bringing
suit reasonable assistance and authority to control, file and prosecute the
suit as necessary, at the sole expense of the Interested Party bringing
suit. The costs and expenses of the Interested Party bringing suit under
this Section 10.2.2 (including the internal costs and expenses specifically
attributable to such suit) shall be reimbursed first out of any damages or
other monetary awards recovered in favor of the Interested Parties, and any
remaining damages shall be paid to the Interested Party that controlled such
action. No settlement or consent judgment or other voluntary final
disposition of a suit under this Section 10.2.2 relating to a Licensed
Patent Right may be entered into without the consent of the Interested
Parties not controlling such action, such consent not to be unreasonably
withheld, delayed or conditioned. If either of the Interested Parties not
controlling the action do not consent to the proposed settlement, consent
judgement or other voluntary final disposition, the Interested Party
controlling the disposition can request expedited arbitration of the failure
to consent under the terms of Section 8.3. The Interested Party(ies) not
prevailing in the arbitration shall pay the cost of the arbitration.




	 	10.3	 	Infringement of Third Party Rights.






	 	10.3.1	 	Notice of Claim. If the practice of the Licensed IP Rights by
Regado, its Affiliates or Sublicensees, in accordance with the licenses granted
under Section 2 hereof, results in a claim of patent infringement against
Regado, its Affiliates or Sublicensees, the Party to this Agreement first
having notice of that claim shall promptly notify the other Party and Gilead in
writing. The notice shall set forth the facts of the claim in reasonable
detail.
	 
	 	10.3.2	 	Resolution of Claims. If a Third Party asserts that a patent or
other right owned by or licensed to it is infringed within a country by the
practice of




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




17









 












the Licensed IP Rights by Regado, its Affiliates or Sublicensees, in
accordance with the licenses granted under Section 2 hereof, Regado may
attempt to resolve the asserted infringement; provided,
however that Archemix and/or Gilead shall have the right, as they
shall determine in their sole discretion, to participate in any such
resolution and to be represented by counsel of their own choice and at their
own expense. Regado shall control the process to resolve any such
infringement. The matter shall be deemed resolved if Regado obtains (i) a
license permitting Regado to manufacture, use, import, offer for sale and
sell Licensed Products in that country on a royalty-free basis (ii) a
legally binding statement or representation from the Third Party that (A)
no action will be taken against Regado, its Affiliates or its Sublicensees,
or (B) that the patent or other right is not infringed by the practice of
the Licensed IP Rights by Regado, its Affiliates or its Sublicensees in such
country or (iii) a final judgment by a court of competent jurisdiction from
which no appeal has or can be taken that the Third Party’s patent(s) alleged
to be infringed is invalid, or the Third Party’s patent(s) or other right(s)
are unenforceable or not infringed by the practice of the Licensed IP Rights
by Regado, its Affiliates or Sublicensees. Regado shall have the primary
right to defend any such claim. Archemix and/or Gilead shall have the
right, but not the obligation, to participate in any such suit at its sole
option and at its own expense. Each Interested Party shall reasonably
cooperate with the Interested Parties conducting the defense of the claim.
The Interested Party conducting the defense shall not enter into any
settlement that affects the other Interested Parties’ rights or interests
without such other Interested Parties’ prior written consent, not to be
unreasonably withheld, delayed or conditioned. . If either of the
Interested Parties not conducting the defense do not consent to the proposed
settlement or other voluntary final disposition, the Interested Party
controlling the defense can request expedited arbitration of the failure to
consent under the terms of Section 8.3. The Interested Party(ies) not
prevailing in the arbitration shall pay the cost of the arbitration.




	11	 	TERMINATION






	 	11.1	 	Expiration. Subject to the provisions of Sections 11.2, 11.3 and 11.4
below, this Agreement shall expire on the expiration of the last Valid Claim within the
Licensed IP Rights.
	 
	 	11.2	 	Termination for Cause. A Party may terminate this Agreement upon or
after the material breach of this Agreement by the other Party if the other Party has
not cured such material breach within [***] days after written notice thereof by the
non-breaching Party.
	 
	 	11.3	 	Effect of Expiration or Termination. Upon expiration of this Agreement
under Section 11.1, Regado shall have a paid up, exclusive, worldwide license under the
Licensed Know-How Rights for use in the Field. Expiration or termination of this




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




18









 












Agreement shall not relieve the Parties of any obligation accruing prior to or upon
such expiration or termination, and, in addition to any provisions of this Agreement
which by their terms are to continue after expiration or termination of this
Agreement, the provisions of Sections 2.2, 2.4, 2.5, 3.1, 4.2, 9, 10, 11, 12, 13 and
14.3 shall survive the expiration or termination of this Agreement. Without
limiting the foregoing, in the event of a termination by Archemix for cause or
termination by Regado without cause, Regado shall continue to pay amounts that would
have become due and payable hereunder in connection with manufacture, use, sale,
offer for sale, having sold or importing products that would have been Licensed
Products had the Agreement not terminated, and such Sublicense Income as would have
become due and payable in connection with the grant of rights relating to any such
products.




	 	11.4	 	Rights Upon Termination. In the event of termination of this Agreement
under Section 11.2 or Section 11.3, the license granted by Archemix to Regado under
Section 2.1 shall immediately terminate and Regado shall cease all activities relating
to the manufacture, use or sale of any and all Licensed Products after such a
termination.
	 
	 	11.5	 	Termination at Will. Regado can terminate this Agreement at will on [***] days
written notice to Archemix.






	12	 	INDEMNIFICATION






	 	12.1	 	Indemnification by Regado. Regado shall indemnify, defend and hold
harmless Gilead, its Affiliates and UTC and any of their respective directors,
officers, employees and agents (each, a “Gilead Indemnitee”), and Archemix, and its
respective directors, officers, employees and agents (each, a “Archemix Indemnitee”)
from and against any Damages that are incurred by a Gilead Indemnitee or Archemix
Indemnitee as a result of Third Party claims, demands, actions or proceedings
(collectively, the “Claims”) to the extent such Claims arise out of:






	 	i.	 	the breach or alleged breach of any
representation or warranty by Regado hereunder;
	 
	 	ii.	 	failure to perform duly and punctually any of
Regado’s covenants or undertakings under this Agreement, including,
without limitation Regado’s covenants in Section 13 hereof;
	 
	 	iii.	 	the possession, research, development,
manufacture, use, offer for sale, sale or other commercialization,
distribution, administration, storage or transport, by Regado or its
Affiliates or Sublicensees of (A) any Aptamers or Licensed Products or
(B) any other Licensed Products, services and activities developed by
Regado relating to the Licensed IP Rights, including any Licensed
Products or Aptamers; and




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




19









 












	 	iv.	 	any negligence or intentional act by Regado
pertaining to this Agreement that Damages Archemix.






	 	12.2	 	Procedure. Archemix promptly shall notify Regado of any claim, demand,
action or other proceeding for which Archemix intends to claim indemnification. Regado
shall have the right to participate in, and to the extent Archemix so desires jointly
with any other indemnitor similarly noticed, to assume the defense thereof with counsel
selected by Regado; provided, however, that Archemix shall have the
right to retain its own counsel, with the fees and expenses to be paid by Archemix.
The indemnity obligations under this Section 12 shall not apply to amounts paid in
settlement of any claim, demand, action or other proceeding if such settlement is
effected without the prior express written consent of Regado, which consent shall not
be unreasonably withheld or delayed. The failure to deliver notice to Regado within a
reasonable time after notice of any such claim or demand, or the commencement of any
such action or other proceeding, if prejudicial to its ability to defend such claim,
demand, action or other proceeding, shall relieve such Indemnitor of any liability to
Archemix under this Section 12 with respect thereto, but the omission so to deliver
notice to Regado shall not relieve it of any liability that it may have to Archemix
other than under this Section 12. Regado may not settle or otherwise consent to an
adverse judgment in any such claim, demand, action or other proceeding, that diminishes
the rights or interests of Archemix without the prior express written consent of
Archemix, which consent shall not be unreasonably withheld or delayed. Archemix, its
employees and agents, shall reasonably cooperate with Regado and its legal
representatives in the investigation of any claim, demand, action or other proceeding
covered by this Section 12.
	 
	 	12.3	 	Insurance. Regado shall maintain insurance with respect to the
research, development and commercialization of Licensed Products by Regado in such
amount as U.S-based bio-pharmaceutical companies customarily maintain with respect to
the research, development and commercialization of similar products. Regado shall
maintain such insurance for so long as it continues to research, develop or
commercialize any Licensed Products, and thereafter for a period of [***] years.
	 
	 	12.4	 	Indemnification by Archemix. Archemix shall indemnify, defend and hold
harmless Regado and any of its respective directors, officers, employees and agents
(each, a “Regado Indemnitee”), from and against any Damages that are incurred by a
Regado Indemnitee as a result of Third Party claims, demands, actions or proceedings
(collectively, the “Claims”) to the extent such Claims arise out of:






	 	i.	 	the breach or alleged breach of any representation or
warranty by Archemix hereunder;
	 
	 	ii.	 	failure to perform duly and punctually any of
Archemix’s covenants or undertakings under this Agreement; and




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




20









 












	 	iii.	 	any negligence or intentional act by Archemix
pertaining to this Agreement that Damages Regado.






	 	12.5	 	Procedure. Regado promptly shall notify Archemix of any claim, demand,
action or other proceeding for which Regado intends to claim indemnification. Archemix
shall have the right to participate in, and to the extent Regado so desires jointly
with any other indemnitor similarly noticed, to assume the defense thereof with counsel
selected by Archemix; provided, however, that Regado shall have the
right to retain its own counsel, with the fees and expenses to be paid by Regado. The
indemnity obligations under this Section 12 shall not apply to amounts paid in
settlement of any claim, demand, action or other proceeding if such settlement is
effected without the prior express written consent of Archemix, which consent shall not
be unreasonably withheld or delayed. The failure to deliver notice to Archemix within
a reasonable time after notice of any such claim or demand, or the commencement of any
such action or other proceeding, if prejudicial to its ability to defend such claim,
demand, action or other proceeding, shall relieve such Indemnitor of any liability to
Regado under this Section 12 with respect thereto, but the omission so to deliver
notice to Archemix shall not relieve it of any liability that it may have to Regado
other than under this Section 12. Archemix may not settle or otherwise consent to an
adverse judgment in any such claim, demand, action or other proceeding, that diminishes
the rights or interests of Regado without the prior express written consent of Regado,
which consent shall not be unreasonably withheld or delayed. Regado, its employees and
agents, shall reasonably cooperate with Archemix and its legal representatives in the
investigation of any claim, demand, action or other proceeding covered by this Section
12.






	13	 	REPRESENTATIONS AND WARRANTIES






	 	13.1	 	Mutual Representations and Warranties. Each Party hereby represents
and warrants to the other Party as follows:






	 	13.1.1	 	Corporate Existence. Such Party is a corporation duly organized,
validly existing and in good standing under the laws of the state in which it
is incorporated.
	 
	 	13.1.2	 	Authorization and Enforcement of Obligations. Such Party (a) has the
corporate power and authority and the legal right to enter into this Agreement
and to perform its obligations hereunder, and (b) has taken all necessary
corporate action on its part to authorize the execution and delivery of this
Agreement and the performance of its obligations hereunder. This Agreement has
been duly executed and delivered on behalf of such Party, and constitutes a
legal, valid, binding obligation, enforceable against such party in accordance
with its terms.




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




21









 












	 	13.1.3	 	Consents. All necessary consents, approvals and authorizations of
all governmental authorities and other Persons required to be obtained by such
Party in connection with this Agreement have been obtained.
	 
	 	13.1.4	 	No Conflict. The execution and delivery of this Agreement and the
performance of such Party’s obligations hereunder (a) do not conflict with or
violate any requirement of applicable laws or regulations, and (b) do not
conflict with, or constitute a default under, any contractual obligation of it.






	 	13.2	 	Regado Representations and Warranties. Regado acknowledges and agrees
that it has been provided a copy of the documents listed in Schedule B. Regado
represents and warrants that it has read and understands the contents of such
documents.
	 
	 	13.3	 	Warranty Disclaimer. Except as expressly provided in this Section
13, neither party makes any representation or warranty as to any licensed intellectual
property rights, express or implied, either in fact or by operation of law, by statute
or otherwise, including without limitation any implied warranty of merchantability,
fitness for a particular purpose, non-infringement of third party rights, or warranty
against infringement, or otherwise, and each party specifically disclaims any and all
implied or statutory warranties. without limiting the generality of the foregoing,
archemix makes no warranties as to the validity or enforceability of any licensed ip
rights. Without limiting the foregoing, each Party acknowledges that it has not
and is not relying upon any implied warranty of merchantability, fitness for a
particular purpose, non-infringement of third party rights, or warranty against
infringement, or otherwise, or upon any representation or warranty whatsoever as to the
prospects (financial, regulatory or otherwise), or the validity or likelihood of
success, of any Licensed Products or services based on the Licensed IP Rights or any
Archemix intellectual property after the Effective Date.






	14	 	MISCELLANEOUS






	 	14.1	 	Notices. Any consent, notice or report required or permitted to be
given or made under this Agreement by one of the Parties to the other shall be in
writing and addressed to such other Party at its address indicated below, or to such
other address as the addressee shall have last furnished in writing to the addressor,
and shall be effective upon receipt by the addressee.





	 	 	 
	If to Archemix:

	 	1 Hampshire St
	 

	 	Cambridge, MA 02139
	 

	 	Attention: EVP, Corporate Development






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




22









 






	 	 	 	 	 	 	 
	If to Regado:
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Attention:	 	 	 	 
	 

	 	 	 	 	 






	 	14.2	 	Assignment. Except as otherwise expressly provided under this
Agreement neither this Agreement nor any right or obligation hereunder may be assigned
or otherwise transferred (whether voluntarily, by operation of law or otherwise),
without the prior express written consent of the other Party; provided, however, that
either Party may, without such consent, assign this Agreement and its rights and
obligations hereunder in connection with the transfer or sale of all or substantially
all of its business, or in the event of its merger, consolidation, change in control or
similar transaction or in the case of Regado in connection with any sale or transfer of
rights to any of the Licensed Products. Any permitted assignee shall assume all
obligations of its assignor under this Agreement. Any purported assignment or transfer
in violation of this Section 14.2 shall be void.
	 
	 	14.3	 	Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the conflicts of
law principles thereof.
	 
	 	14.4	 	Entire Agreement. This Agreement contains the entire understanding of
the Parties with respect to the subject matter hereof. All express or implied
representations, agreements and understandings, either oral or written, heretofore made
are expressly superseded by this Agreement.
	 
	 	14.5	 	Independent Contractors. Each Party hereby acknowledges that the
Parties shall be independent contractors and that the relationship between the parties
shall not constitute a partnership, joint venture or agency. Neither Party shall have
the authority to make any statements, representations or commitments of any kind, or to
take any action, which shall be binding on the other Party, without the prior consent
of the other Party to do so.
	 
	 	14.6	 	Waiver. The waiver by a Party of any right hereunder, or of any
failure to perform or breach by the other Party hereunder, shall not be deemed a waiver
of any other right hereunder or of any other breach or failure by the other party
hereunder whether of a similar nature or otherwise.
	 
	 	14.7	 	Force Majeure. Neither Party shall be held liable or responsible to the
other Party nor be deemed to have defaulted under or breached this Agreement for
failure or delay in fulfilling or performing any term of this Agreement to the extent,
and for so long as, such failure or delay is caused by or results from causes beyond
the reasonable control of the affected Party including but not limited to fire, floods,
embargoes, war, acts of war (whether war be declared or not), insurrections, riots,
civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts,
omissions or delays in acting by any governmental authority or the other Party.




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




23









 












	 	14.8	 	Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.





     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.



	 	 	 	 	 	 	 
	 	 	Archemix Corp.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Regado Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title	 	 	 	 
	 

	 	 	 	 	 	 




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




24









 





Schedule A. Archemix Patents and Patent Applications 




	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	[***]

	 	[***]
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	 	[***]
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	 	[***]
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	[***]

	 	[***]
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	[***]

	 	[***]
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	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
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	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
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	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
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	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
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	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




25









 






	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
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	 	[***]
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	 	[***]
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	[***]

	 	[***]
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	[***]

	 	[***]
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	[***]

	 	[***]
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	[***]

	 	[***]
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	[***]

	 	[***]
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	 	[***]
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	 	[***]
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	[***]

	 	[***]
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	 	[***]
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	[***]

	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




26









 






	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
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	 	[***]
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	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




27









 






	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
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	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




28









 






	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	[***]

	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	[***]

	 	[***]
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	 	[***]
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	 	[***]
	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




29









 






	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
	 	[***]
	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
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	 	[***]
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	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
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	 	[***]
	 	[***]
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	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




30









 






	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
	 	[***]
	 	[***]
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	 	[***]
	 	[***]
	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
	 	[***]
	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
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	 	[***]
	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
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	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




31









 






	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
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	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	 
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	 	[***]
	 	[***]
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	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
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	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




32









 






	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
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	 	[***]
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	[***]

	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
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	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




33









 






	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	[***]

	 	[***]
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	[***]

	 	[***]
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	[***]

	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
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	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




34









 






	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	 	[***]
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	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
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	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
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	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




35









 






	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
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	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




36









 






	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
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	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
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	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
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	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 





Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




37









 






	 	 	 	 	 	 	 	 	 	 	 
	MATTER NO	 	CTRY	 	SERIALNO	 	PATENTNO	 	TITLE	 	STATUS
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	 	 	 	 	 	 	 	 	 	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 
	[***]

	 	[***]
	 	[***]
	 	[***]
	 	[***]
	 	[***]






Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




38









 






Schedule B. List of [***]



MISCELLANEOUS [***] I



[***]



[***]



[***]




[***]

      [***]

[***]

US Patent No. [***] — available on the Patents Referenced in Misc. [***] CDROM

[***]

Reexamination Certificate – US Patent No. [***] (dated April 7, 1998)

US Patent No. [***] (dated August 11, 1998)

US Patent No. [***] (dated November 14, 1995)

US Patent No. [***] (dated November 11, 1997)

US Patent No. [***] (dated February 8, 2000)




[***]




US Patent No. [***] — available on the Patents Referenced in Misc. [***] CDROM




[***]




[***];

      [***]

[***];

      [***]

[***] [***]

[***]

     [***]

[***]

[***]

     [***]

US Patents [***]; [***] [***] and [***] are available on the

     Patents Referenced in Misc. [***] CDROM




[***]



[***]



US Patents [***]; [***]; [***]; [***] and [***] are available on the




Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




39









 








     Patents Referenced in Misc. [***] CDROM




[***]




[***]




[***]




[***]




      [***]




[***]




      [***]




[***]


European Patent No. [***] in both German and English (Application dated September 14, 1993)




[***]




WO
[***] (EP Patent Application No. [***]) is available on the Patents Referenced in Misc. [***] CDROM




[***]




[***]




[***]




[***].




[***].




MISCELLANEOUS [***] 2




[***]




Third New Divisional Application


[***]




[***]




January 22, 2001

March 27, 2000

January 26, 2000

March 9, 1999

January 19, 1999

February 18, 1998

October 2, 1997



Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.




40









 





September 12, 1997

July 28, 1997

July 17, 1997

February 19, 1997

February 9, 1996

February 8, 1996

January 26, 1996



[***]



[***]



[***]



List of 6 pages



Portions of this Exhibit were omitted and have been filed separately with the Secretary
of the Commission pursuant to the Company’s application requesting confidential treatment under
Rule 406 of the Securities Act.





41