exv10w17



 





Exhibit 10.17




TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT




     THIS TECHNOLOGY DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”) dated as of August 6,
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 Aptamera, Inc., a
Delaware corporation, having a place of business at 640 S. Fourth Street, Suite 400, Louisville, KY
40202, (“Aptamera”). Each of Archemix and Aptamera may be referred to herein as a “Party” and
together as the “Parties.”



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



     WHEREAS, Aptamera desires to obtain a worldwide license under Archemix’ rights in such
technology to develop and commercialize 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	 	“Aptamera Improvements” shall mean any inventions, patentable or not,
information and/or data Controlled by Aptamera 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.
	 
	 	1.3	 	“Aptamers” shall mean oligonucleotides, including any structural
variations and modifications, derivatives, homologs, analogs and/or mimetics thereof,
identified through the SELEX Process.
	 
	 	1.4	 	“Gilead-Archemix License Agreement” shall mean the License Agreement
Between Gilead Sciences, Inc. and Archemix Corp. dated October 21, 2001.
	 
	 	1.5	 	“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




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.




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	 	 	 	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.
	 
	 	1.6	 	“Damages” shall mean any and all costs, losses, claims, liabilities,
fines, penalties, damages and expenses, court costs, and reasonable fees and
disbursements of counsel, consultants and expert witnesses incurred by a Party hereto
(including any interest payments which may be imposed in connection therewith).
	 
	 	1.7	 	“Excluded Aptamers” shall mean (a) [***], (b) [***], and (c) any
Aptamer directed to a target other than Nucleolin, including without limitation the
following targets:






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






	 	1.8	 	“Field” shall mean any research, development, manufacture, marketing,
promoting, selling, distributing, or any other commercial activity related to the
commercialization of any Product.
	 
	 	1.9	 	“First Commercial Sale” shall mean, with respect to any Product, the
first sale for use or consumption by the general public of such Product.
	 
	 	1.10	 	“Interested Party” shall mean Aptamera, Archemix or Gilead and
“Interested Parties” shall mean Aptamera, Archemix and Gilead.
	 
	 	1.11	 	“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.
	 
	 	1.12	 	“In Vivo Diagnostic Agent” shall mean any product containing one or
more Aptamers that is used for any human in vivo diagnostic purpose related to (inter
alia) the identification, quantification or monitoring of the propensity toward, or
actual existence of, any disease state.




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









 






	 	1.13	 	“Licensed IP Rights” shall mean, collectively, the Licensed Patent
Rights and the Licensed Know-How Rights.
	 
	 	1.14	 	“Licensed Know-How Rights” shall mean all trade secrets, know-how and
unpatented or unpatentable inventions and discoveries in all information and data
Controlled by Archemix as of the Effective Date 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 Aptamera to make, use, develop, sell or seek regulatory approval to market
Products, or to practice any method or process, at any time claimed or disclosed in any
issued patent or pending patent application within the Licensed Patent Rights.
	 
	 	1.15	 	“Licensed Patent Rights” shall mean any patent or patent application
related to the Products and owned as of the effective date by Archemix or for which
Archemix has rights to license or sublicense including, without any limitation, (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 additions to
any such patent applications and patents.
	 
	 	1.16	 	“Net Revenue” shall mean, with respect to any Product, the payment of
license fees, milestone payments, royalties, or any other fees received from a Third
Party including sublicensees excluding (a) any payment or reimbursement for research or
development conducted by or for Aptamera or its Affiliates including costs associated
with materials, equipments, or clinical testing, b) income received by Aptamera or its
Affiliates for selling goods or services associated with the Products, and c) proceeds
from the sale and issuance of Aptamera securities at or below the fair market value of
said securities.
	 
	 	1.17	 	“Net Sales” shall mean, with respect to any Product, the invoiced sales
price of such Product billed to independent customers who are not 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
Product or bad debts; (b) actual freight and insurance costs incurred in transporting
such Product to such customers; (c) cash, quantity and trade discounts and other price
reductions; (d) sales, use, value-added and other direct taxes incurred; (e) customs
duties, surcharges and other governmental charges incurred in connection with the
exportation or importation of such Product; and (f) the cost to Aptamera of the devices
for dispensing or administering such Product as well as diluents or similar materials
which accompany such Product as it is sold.
	 
	 	1.18	 	“Party” shall mean Aptamera or Archemix and “Parties” shall
mean Aptamera and 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.




3









 







	 	1.19	 	“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.
	 
	 	1.20	 	“Products” shall mean






(a) AGRO100, which is a [***]            and                 
                            
                                       
                          [***]


[***]



(b) AGRO100 Derivatives, which solely consist of molecules having the
[***] resulting from a modification to AGRO100 intended to alter one or more
functions of AGRO100, e.g., stability, binding affinity, or pharmacokinetics
in vivo, including without any limitation, PEG modification, adding
molecules to the [***] or conjugating the [***] with other molecules.




	 	1.21	 	“Proprietary Information” shall mean, subject to the limitations set
forth in Section 10.1 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.
	 
	 	1.22	 	“Radio Therapeutic” shall mean any product for human therapeutic use
that contains one or more Aptamers that targets 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 is 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.
	 
	 	1.23	 	“Royalty Term” shall mean, severally with respect to each Product in
each country, if the manufacture, use or sale of such Product in such country would
infringe a Valid Claim but for the license granted by this Agreement, the term for
which such Valid Claim remains in effect.
	 
	 	1.24	 	“SELEX Process” means any process for identification or use of a
nucleic acid, which process is disclosed in or falls within the claimed scope of U.S.
Patent Nos. [***] or [***].
	 
	 	1.25	 	“Territory” shall mean the world.
	 
	 	1.26	 	“Third Party” shall mean any Person other than Archemix, Aptamera and
their respective Affiliates.




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









 






	 	1.27	 	“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.
	 
	 	1.28	 	“UTC” shall mean University Technology Corporation, the successor to
the University Research Corporation.
	 
	 	1.29	 	“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 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.






	2	 	REPRESENTATIONS AND WARRANTIES






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






	2.1.1	 	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.
	 
	2.1.2	 	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.
	 
	2.1.3	 	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.
	 
	2.1.4	 	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.






	 	2.2	 	Aptamera Representations and Warranties. Aptamera acknowledges and
agrees that it has been provided a copy of the documents listed in Schedule C.
Aptamera




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









 






	 	 	 	represents and warrants that it has read and understands the contents of such
documents.
	 
	 	2.3	 	Warranty Disclaimer. Except as expressly provided in this Section
2, neither party makes any representation or warranty as to the licensed ip 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. 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 products or services based on the Licensed IP
Rights or any Archemix intellectual property after the Effective Date.






	3	 	LICENSE GRANT






	 	3.1	 	Licensed IP Rights. Archemix hereby grants to Aptamera an exclusive,
worldwide license under the Licensed IP Rights for use in the Field.
	 
	 	3.2	 	Sublicense Rights. Aptamera shall have the right to grant sublicenses
under this Agreement in conjunction with any license or grant of rights to the
Products. Aptamera shall give Archemix prompt written notice of each sublicense under
this Agreement. Each sublicense shall be subject to the terms and conditions of this
Agreement.
	 
	 	3.3	 	Negative Covenant of Company. Aptamera shall not use or practice the
Licensed IP Rights (a) outside the Field, (b) for any other purpose except activities
that it conducts in compliance with this Agreement, (c) to make, use, sell, offer for
sale, import or export any products containing any Excluded Aptamers, (d) to make, use,
sell, offer for sale, import or export any Excluded Aptamers, or (e) to make, use,
sell, offer for sale, import or export any Aptamers for In Vitro Diagnostics, as In
Vivo Diagnostic Agents or as Radio Therapeutics.
	 
	 	3.4	 	Grant Back To Archemix. As of the Effective Date, and subject to the
terms and conditions hereof, Aptamera hereby grants back to Archemix, and Archemix
hereby accepts the following worldwide, royalty-free, paid-up, perpetual, irrevocable
and nonexclusive licenses: (a) (i) under the rights licensed to Aptamera under Section
3 hereof, and (ii) under Aptamera’s intellectual property rights to such of the
Aptamera Improvements as constitute improvements to the SELEX Process, in both cases
solely to conduct internal research and (b) under Aptamera’s intellectual property
rights in the Aptamera Improvements to use and practice any




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









 






	 	 	 	Aptamera Improvements developed by Aptamera under the licenses granted pursuant to
Section 3 hereof as may be necessary for Archemix to fulfill its obligations,
including, without limitation, sublicensing obligations, to Gilead.






	4	 	ROYALTIES






	 	4.1	 	Royalty Rate. In consideration for the licenses granted to Aptamera
herein, Aptamera shall pay royalties to Archemix equal to (i) [***] percent ([***]%) of
Net Sales of AGRO100 and [***] percent ([***]%) of Net Sales of AGRO100 Derivatives
beginning with the First Commercial Sale by Aptamera or its Affiliates during and to
the extent of the Royalty Term, and (ii) [***] percent ([***]%) of Net Revenue of
AGRO100 and [***] percent ([***]%) of Net Revenue of AGRO100 Derivatives received by
Aptamera or its Affiliates from a Third Party including its sublicensees which are the
result of or directed to sales of Products during and to the extent of the Royalty
Term.
	 
	 	4.2	 	Combination Product. If a Product is sold in a combination product
with other active components, Net Sales, for purposes of royalty payments on the
combination product, shall be calculated by multiplying the Net Sales of that
combination by the fraction A/B, where A is the gross selling price of the Product sold
separately and B is the gross selling price of the combination product. If no such
separate sales are made by Aptamera or its Affiliates, Net Sales for royalty
determination shall be calculated by multiplying Net Sales of the combination by the
fraction C/(C+D), where C is the fully allocated cost of the Product and D is the fully
allocated cost of such other active components.
	 
	 	4.3	 	Third Party Royalties. If Aptamera or its Affiliates is required to
pay royalties to any Third Party in order to exercise its rights hereunder to develop,
make, use, offer for sale, sell or import any Product, then Aptamera shall have the
right to credit [***] percent ([***]%) of such Third Party royalty payments against the
royalties owing to Archemix under Section 4.1 above with respect to Net Sales of such
Product.






	5	 	ROYALTY REPORTS AND ACCOUNTING






	 	5.1	 	Royalty Reports. During the term of this Agreement following the First
Commercial Sale of a Product, Aptamera shall furnish to Archemix a [***] written report
showing in reasonably specific detail the calculation of royalties owing with respect
to the sale of Products by Aptamera and its Affiliates for the reporting period.
During the term of this Agreement, Aptamera shall also furnish to Archemix a quarterly
written report for any quarter in which Aptamera or its Affiliates receives any Net
Revenue showing in reasonably specific detail 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.




7









 






	 	 	 	calculation of any royalty owing with respect to the Net Revenue received by Aptamera
or its Affiliates for the reporting period. With respect to sales of Products
invoiced in United States dollars, all amounts shall be expressed in United States
dollars. With respect to sales of 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 [***]. Aptamera shall keep complete and accurate records in sufficient
detail to enable the royalties payable hereunder to be determined.
	 
	 	5.2	 	Audits.






	5.2.1	 	Upon the written request of Archemix and not more than [***] in each [***], Aptamera shall
permit an independent certified public accounting firm of nationally recognized standing
selected by Archemix and reasonably acceptable to Aptamera, at Archemix’ expense, to have
access during normal business hours to such of the records of Aptamera 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.






	5.2.2	 	If such accounting firm concludes that additional royalties were owed during such period,
Aptamera shall pay the additional royalties within [***] days of the date Archemix delivers to
Aptamera 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
correctly discloses that the royalties payable by Aptamera for the audited period are more
than [***] percent ([***]%) of the royalties actually paid for such period, then Aptamera
shall pay the reasonable fees and expenses charged by such accounting firm.






	 	5.3	 	Confidential Financial Information. Archemix shall treat all financial
information subject to review under this Section 5 as confidential, and shall cause its
accounting firm to retain all such financial information in confidence under Section 10
below.






	6	 	PAYMENTS






	 	6.1	 	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.




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









 






	 	6.2	 	Exchange Control. If at any time legal restrictions prevent the prompt
remittance of part or all royalties with respect to any country worldwide where the
Product is sold, Aptamera shall have the right, in its sole discretion, to make such
payments by depositing the amount thereof in local currency to Archemix’s account in a
bank or other depository institution in such country. If the royalty rate specified in
this Agreement should exceed the permissible rate established in any country, the
royalty rate for sales in such country shall be adjusted to the highest legally
permissible or government-approved rate.
	 
	 	6.3	 	Withholding Taxes. Aptamera 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 Aptamera, its Affiliates or sublicensees, or any taxes
required to be withheld by Aptamera, its Affiliates or sublicensees, to the extent
Aptamera, its Affiliates or sublicensees pay to the appropriate governmental authority
on behalf of Archemix such taxes, levies or charges. Aptamera shall use reasonable
efforts to minimize any such taxes, levies or charges required to be withheld on behalf
of Archemix by Aptamera, its Affiliates or sublicensees. Aptamera 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.






	7	 	RESEARCH AND DEVELOPMENT OBLIGATIONS






	 	7.1	 	Research and Development Efforts By Aptamera. Aptamera shall use
commercially reasonable efforts and shall bear all costs it incurs to research, develop
and commercialize such Products as Aptamera determines are commercially feasible, as
described in Schedule B.
	 
	 	7.2	 	Research and Development Efforts By Archemix. Archemix shall use
commercially reasonable efforts to provide assistance in the form of consulting at no
charge to Aptamera on commercial development and manufacture of the Products,
especially AGRO100 Derivatives, as outlined in Schedule B .






	8	 	PROGRESS REPORT AND COMMERCIAL APPLICATION






	 	8.1	 	Progress Report. On or before February 28 and August 30 of each year,
commencing as of August 30, 2003 and ending on August 30 of the calendar year following
the calendar year in which Aptamera, its Affiliates or sublicensees first begins to
market any product or service utilizing the Licensed IP Rights, Aptamera shall provide
a semi-annual progress report to Archemix, each report covering the [***] month period
preceding the due date of the report. Thereafter, Aptamera shall provide such reports
on an annual basis covering the [***] month period




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









 






	 	 	 	preceding the due date of the report. Each report shall describe any Aptamera
Improvements, notice of any patents filed by Aptamera in connection with any Aptamera
Improvements and the progress made by Aptamera, its Affiliates or sublicensees toward
the commercial development of any 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
Aptamera toward meeting the diligence requirements of Section 8.2 below.
	 
	 	8.2	 	Commercial Application. Aptamera, 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 products
and services utilizing the Licensed IP Rights, including, without limitation,
maintaining sufficient facilities, resources and personnel to fulfill its obligations
under this Agreement. In the event that Aptamera, its Affiliates, assignees and
sublicensees cease reasonable efforts to develop the commercial applications of the
products and services utilizing the Licensed IP Rights for a period of at least [***]
months Archemix will have the option, at its sole discretion, to terminate this
Agreement pursuant to Section 12.2 below. In such event, Archemix may exercise its
option; provided 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 Aptamera’s receipt of such notice, Aptamera, its
Affiliates, and all assignees and sublicensees, shall have the right and opportunity to
cure the alleged cessation of such reasonable commercial development. Aptamera
acknowledges and agrees that under the URC License Agreement and the Gilead-Archemix
License Agreement, Archemix’s 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 products and services utilizing
the Licensed IP Rights.






	 	 	Aptamera further acknowledges and agrees that, in the event of any termination of the URC
License Agreement, the sublicenses granted to Aptamera hereunder shall remain in full force
and effect in accordance with Section 3.4 of the URC License Agreement, provided that
Aptamera is not then in breach of this Agreement and agrees to be bound to UTC as a licensor
under the terms and conditions of this Agreement.
	 
	 	 	Aptamera further acknowledges and agrees that, in the event of any termination of the
Gilead-Archemix License Agreement, the sublicenses granted to Aptamera hereunder shall remain
in full force and effect in accordance with Section 2.3 of the Gilead-Archemix License
Agreement provided that Aptamera agrees to be bound to Gilead as a 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 Aptamera, Gilead, at its option, may
terminate such sublicense.










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









 












	9	 	ARCHEMIX RIGHT OF FIRST REFUSAL






	 	9.1	 	Marketing Rights. Aptamera shall have the sole and exclusive right to
market the Products worldwide and to enter into such agreements with respect to the
transfer of such marketing rights as it deems appropriate in its sole discretion.
However, if and to the extent that Aptamera intends to commence negotiations with one
or more Third Parties with respect to potential collaborations that may result in a
transfer of U.S. marketing rights with respect to one or more Products (a “Marketing
Agreement”), Aptamera shall give written notice (a “Right of First Refusal Notice”) to
Archemix that shall include a statement of the minimum terms that Aptamera expects that
it will accept for the Marketing Agreement (the “Minimum Terms”).
	 
	 	9.2	 	Good Faith Election and Negotiations. Upon receipt of the Right of
First Refusal Notice, if Archemix determines in good faith, subject to due diligence,
that it would like to enter into a Marketing Agreement with Aptamera upon terms which
are at least as favorable to Aptamera as the Minimum Terms, Archemix shall be entitled
to give written notice to Aptamera that it elects to exercise its right to enter into
negotiations (an “Affirmative Notice”) to enter into a Marketing Agreement upon terms
which are equal to or better than the Minimum Terms. If Archemix does not deliver a
written Affirmative Notice to Aptamera within [***] days of the delivery of the Right
of First Refusal Notice by Aptamera, then Aptamera shall be free to enter into one or
more Marketing Agreements with one or more Third Parties under terms which are equal to
or better than the Minimum Terms within the [***] month period following Aptamera’s
delivery of the Right of First Refusal Notice. If Archemix delivers an Affirmative
Notice to Aptamera within the requisite [***] day time period, then Archemix and
Aptamera shall immediately commence good faith negotiations to enter into a Marketing
Agreement upon terms which are equal to or better than the Minimum Terms. If Aptamera
and Archemix acting in good faith do not enter into a Marketing Agreement on terms
which are equal to or better than the Minimum Terms within [***] days of Aptamera’s
delivery of the Right of First Refusal Notice, then Aptamera shall be free to enter
into one or more Marketing Agreements with one or more Third Parties under terms which
are equal to or better than the Minimum Terms within the [***] month period following
Aptamera’s delivery of the Right of First Refusal Notice.
	 
	 	9.3	 	Additional Notices. In the event that Aptamera fails to enter into a
Marketing Agreement with a Third Party within the time periods described above after it
has given an initial Right of First Refusal Notice, if Aptamera shall subsequently
decide to commence negotiations with one or more Third Parties with respect to a
Marketing Agreement, Aptamera shall be obligated to give Archemix an additional Right
of First Refusal notice as described in Section 9.1 hereof and comply with the
provisions of Section 9.2 hereof with respect to such subsequent Right of First Refusal
Notice. Also, in the event that, after giving an initial Right of First




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









 






	 	 	 	Refusal Notice, Aptamera determines that the Minimum Terms should be adjusted to terms
which are not as favorable to Aptamera as the Minimum Terms described in the prior
Right of First Refusal Notice, then, before entering into a Marketing Agreement with a
Third Party on such revised terms, Aptamera shall be obligated to give Archemix an
additional Right of First Refusal notice as described in Section 9.1 hereof and to
comply with the provisions of Section 9.2 hereof with respect to such subsequent Right
of First Refusal Notice.






	10	 	CONFIDENTIALITY AND PUBLICITY






	 	10.1	 	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. In
particular, Aptamera shall not use any Licensed Know-How Rights for any purpose other
than those expressly licensed under Section 3 hereof. Each Party may use Proprietary
Information of the other Party only to the extent required to accomplish the purposes
of this Agreement. 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 use Proprietary Information of the other Party in any form except
as required to accomplish the intent of this Agreement. 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 10.1. 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 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. For purposes of this Agreement, Proprietary
Information concerning the Licensed IP Rights is deemed to be the Proprietary
Information of both Parties.






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




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









 












	 	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.






	 	10.2	 	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.






	 	10.3	 	Return of Proprietary Information. In the event that the license
granted to Aptamera pursuant to Section 3 hereof terminates or expires, Aptamera shall,
at Archemix’s election, promptly return or destroy all Proprietary Information received
by it from Archemix and shall certify in writing to Archemix the completion thereof.
	 
	 	10.4	 	Publicity. Aptamera shall make no public announcement of this
Agreement or the relationship between the Parties or Interested Parties without
Archemix’s prior




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









 






	 	 	 	written consent. The Parties intend to issue a mutually agreed upon press release
within thirty (30) days after the Effective Date.






	11	 	PATENTS






	 	11.1	 	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.
	 
	 	11.2	 	Ownership of Inventions Developed Under This Agreement. Any invention
arising, developed, invented, or discovered during the course of development of the
Products solely by an employee or by employees of a single Party shall be owned by the
Party whose employees made such invention; provided, however, that to the extent that
such invention is owned by Archemix but is useful with respect to the Products such
invention shall be deemed to be licensed under this Agreement as Licensed IP Rights.
Any invention arising, developed, invented, or discovered during the course of
development of the Products which is jointly made by employees of both Aptamera and
Archemix shall be jointed owned by both companies; provided, however, that to the
extent that such jointly owned invention is useful with respect to the Products, such
invention shall be deemed to be licensed to Aptamera under this Agreement as Licensed
IP Rights. Aptamera and Archemix shall each perform all such acts as shall be
reasonably requested by the other in order to pursue such patent and other intellectual
property protection for the inventions described above as the owner of such invention
(as determined above) shall deem appropriate.
	 
	 	11.3	 	Enforcement.






	11.3.1	 	Notice. Each Party shall promptly notify the other in writing its knowledge of any
actual or potential infringement or misappropriation of any Licensed IP Rights by Third
Parties within the Territory and provide any information available to that Party relating to
such actual or potential infringement or misappropriation. Aptamera 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 11.3.1; 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 Aptamera, which consent shall not be
unreasonably withheld.
	 
	11.3.2	 	Enforcement of Licensed Patent Rights. With respect to any infringement of Licensed
Patent Rights within the Field or with respect to any Products within the Field, Aptamera
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




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









 






	 	 	cessation of the infringement or to enter suit against the
infringer. 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
Aptamera 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
shall have the right to bring and control any such action by
counsel of its own choice and at its own expense. If both
Aptamera and Archemix fail 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
Gilead shall have the right to bring and control any such
action by counsel of its 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 11.3.2 (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 11.3.2 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.






	 	11.4	 	Infringement of Third Party Rights.






	 	11.4.1	 	Notice of Claim. If the practice of the Licensed IP Rights by Aptamera, its
Affiliates or sublicensees, in accordance with the licenses granted under Section 3 hereof,
results in a claim of patent infringement against Aptamera, 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.
	 
	 	11.4.2	 	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 the Licensed IP Rights
by Aptamera, its Affiliates or sublicensees, in accordance with the licenses granted under
Section 3 hereof, Aptamera may attempt to resolve the asserted infringement; provided, however
that Archemix and/or Gilead shall have the right, at its sole discretion, to participate in
any such resolution and to be represented by counsel of its own choice and at its own expense.
Aptamera shall control the process to resolve any such infringement. The matter shall be
deemed resolved if Aptamera obtains: (i) a license permitting Aptamera to manufacture, use,
import, offer for sale and sell Products in that country on a royalty-free basis (ii) a
legally binding statement or representation from the Third 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.




15









 












	 	 	that: (A) no action will be taken against Aptamera, 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 Aptamera, 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 Aptamera, its Affiliates or sublicensees. Aptamera 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.






	12	 	TERMINATION






	 	12.1	 	Expiration. Subject to the provisions of Sections 12.2 and 12.3 below,
this Agreement shall expire on the expiration of Aptamera’s obligation to pay royalties
to Archemix under Section 4.1 above.
	 
	 	12.2	 	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; provided, however, if any material breach is not capable of being
cured within such [***] day period and the other Party is diligently undertaking to
cure such material breach as soon as commercially feasible thereafter under the
circumstances, the non-breaching Party shall have no right to terminate this Agreement.
	 
	 	12.3	 	Effect of Expiration or Termination. Upon expiration of this Agreement
under Section 12.1, Aptamera shall have a paid up, exclusive, worldwide license under
the Licensed Know-How Rights for use in the Field. Expiration or termination of this
Agreement shall not relieve the Parties of any obligation accruing prior to or upon
such expiration or termination, and the provisions of Sections 10, 11 and 13 shall
survive the expiration or termination of this Agreement.
	 
	 	12.4	 	Rights Upon Termination. In the event of termination of this Agreement
under Section 12.2 the license granted by Archemix to Aptamera shall immediately
terminate.










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









 












	13	 	INDEMNIFICATION






	 	13.1	 	Indemnification. Aptamera 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 Aptamera hereunder;
	 
	 	ii.	 	failure to perform duly and punctually any of Aptamera’s
covenants or undertakings under this Agreement, including, without limitation
Aptamera’s covenants in Section 2 hereof;
	 
	 	iii.	 	the possession, research, development, manufacture, use,
offer for sale, sale or other commercialization, distribution,
administration, storage or transport, by Aptamera or its Affiliates or
sublicensees of (A) any Aptamers or Products or (B) any other products,
services and activities developed by Aptamera relating to the Licensed IP
Rights, including any Products or Aptamers; and
	 
	 	iv.	 	manufacture, use, sale or promotion of the Products.






	 	13.2	 	Procedure. Archemix promptly shall notify Aptamera of any claim,
demand, action or other proceeding for which Archemix intends to claim indemnification.
Aptamera 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 Aptamera; 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 13 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 Aptamera, which consent shall not
be unreasonably withheld or delayed. The failure to deliver notice to Aptamera 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 13 with respect thereto, but the omission so to deliver
notice to Aptamera shall not relieve it of any liability that it may have to Archemix
other than under this Section 13. Aptamera 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 Aptamera and its legal
representatives




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









 






	 	 	 	in the investigation of any claim, demand, action or other proceeding covered by this
Section 13.
	 
	 	13.3	 	Insurance. Aptamera shall maintain insurance with respect to the
research, development and commercialization of Products by Aptamera in such amount as
Aptamera customarily maintains with respect to the research, development and
commercialization of its similar products. Aptamera shall maintain such insurance for
so long as it continues to research, develop or commercialize any Products, and
thereafter for so long as Aptamera customarily maintains insurance covering the
research, development or commercialization of its similar products.






	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
	 
	 	 	 	 
	 

	 	If to Aptamera:
	 	640 S. Fourth Street, Suite 400
	 

	 	 	 	Louisville, KY 40202
	 

	 	 	 	Attention: Chief Executive Officer







	 	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 Aptamera in connection with any sale or transfer
of rights to any of the 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.




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









 






	 	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.
	 
	 	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	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Aptamera 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.




19









 





Schedule A. Archemix Patents and Patent Applications 




	 	 	 	 	 	 	 	 	 	 	 
	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.




20









 






	 	 	 	 	 	 	 	 	 	 	 
	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.




21









 






	 	 	 	 	 	 	 	 	 	 	 
	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.




22









 






	 	 	 	 	 	 	 	 	 	 	 
	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.




23









 






	 	 	 	 	 	 	 	 	 	 	 
	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.




24









 






	 	 	 	 	 	 	 	 	 	 	 
	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.




25









 






	 	 	 	 	 	 	 	 	 	 	 
	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.




26









 






	 	 	 	 	 	 	 	 	 	 	 
	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.




27









 






	 	 	 	 	 	 	 	 	 	 	 
	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.




28









 






	 	 	 	 	 	 	 	 	 	 	 
	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.




29









 






	 	 	 	 	 	 	 	 	 	 	 
	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.




30









 






	 	 	 	 	 	 	 	 	 	 	 
	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.




31









 






	 	 	 	 	 	 	 	 	 	 	 
	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.




32









 






	 	 	 	 	 	 	 	 	 	 	 
	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.




33









 






Schedule B. Work Plan for AGRO100 and AGRO100 Derivatives




     Technology Development



          a. Regarding AGRO100





	 	i.	 	Aptamera [***] and [***], and will be [***] for
[***].
	 
	 	ii.	 	Further development work on AGRO100 will primarily
involve:






	 	1.	 	[***] and [***]

	 
	 	2.	 	[***] that will [***] the [***] for [***]
	 
	 	3.	 	[***] of [***] from [***] and [***] of
[***] and [***].






	 	iii.	 	The parties [***] an [***] AGRO100 [***] within
[***] in which Archemix will [***] Aptamera that is [***] Aptamera [***]
AGRO100 [***]. Further [***] of the [***] will [***] AGRO100 [***] as
[***] as is [***].





          b. Regarding AGRO100 Derivatives





	 	i.	 	[***] an [***] to be [***] Archemix [***] will
[***] the [***] of [***], and [***] for the AGRO100 Derivatives [***].
	 
	 	ii.	 	[***], it is [***] Archemix will [***] at no [***]
Aptamera:






	 	1.	 	[***] in an [***] or [***] AGRO100
Derivatives and the [***] AGRO100 Derivatives [***] AGRO100 [***]
Aptamera
	 
	 	2.	 	[***] and [***] in an [***] or [***]
	 
	 	3.	 	[***] and [***] and [***] or [***] as it
[***] to its [***] in [***] and [***] when not [***] with [***] with
[***]
	 
	 	4.	 	[***] the [***] of [***] and [***] to
[***]






	 	c.	 	Aptamera will [***] AGRO100 and AGRO100 Derivatives. [***], through
[***], the [***] that the [***] of certain [***], and [***] to [***] the [***]
AGRO100 and AGRO100 Derivatives may be [***] Archemix [***] Aptamera at [***].
Aptamera [***] for [***] and [***] AGRO100 and AGRO100 Derivatives.




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









 











Schedule C. 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.




35









 





      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



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









 





October 2, 1997

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.





37