EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT TO 

AMENDED AND RESTATED 

EXCLUSIVE LICENSE AGREEMENT 

by and between 

BIOCLASSIFIER, LLC 
 and

 NANOSTRING TECHNOLOGIES, INC. 

THIS FIRST AMENDMENT TO AMENDED AND RESTATED
EXCLUSIVE LICENSE AGREEMENT (this “Amendment”) is entered into and effective as of March 31, 2015 (the “Amendment Date”), by and between
Bioclassifier, LLC, a Missouri limited liability company having an address at 226 Spencer Road, Saint Louis, MO, 63119 (“Bioclassifier” or “Licensor”) and NanoString Technologies, Inc., a Delaware corporation having
an address at 530 Fairview Avenue North, Suite 2000, Seattle, WA 98109 (“NanoString” or “Licensee”). 
 WHEREAS,
Bioclassifier and NanoString are parties to that certain Amended and Restated Exclusive License Agreement dated July 7, 2010 (the “Original Agreement”); and 

WHEREAS, Bioclassifier and NanoString now wish to amend certain provisions of the Original Agreement, in each case, as specifically set forth in this
Amendment; 
 NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, Bioclassifier and
NanoString agree as follows: 
 1.        Capitalized terms used but not otherwise defined in this
Amendment shall have the meanings provided in the Original Agreement. 
  

	2.        A	new row number 5 shall be added to Exhibit A and shall read as follows: 

  

							
	 “5.
		 USSN 61/650,209,

filed May 22, 2012
  

USSN 61/753,673
 filed January 17, 2013

 
 USSN 13/899,656

filed May 22, 2013
  

PCT/US2013/042157
 filed May 22, 2013
		Nano46 Genes and
Methods to Predict
Breast Cancer Outcome		FERREE, Sean M.
 STORHOFF, James J.

PARKER, Joel S.
 ELLIS, Matthew J.

PEROU, Charles M.
 BERNARD, Philip S.

NIELSEN, Torsten O.”









 3.        Except as specifically amended by this Amendment, the
Original Agreement shall remain in full force and effect in accordance with its terms. The terms of this Amendment shall form an integral part of the Original Agreement. 

4.        This Amendment may be executed in one or more counterparts, and by the parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original and all of which, together with this writing, shall be deemed one and the same instrument. This Amendment may be executed by facsimile or PDF signatures, which signatures
shall have the same force and effect as original signatures. 
 5.        This Amendment and the Original
Agreement, and all disputes and claims arising under this Amendment and the Original Agreement, will be interpreted and governed by the laws of the State of New York, without regard to its conflict of laws principles, and the parties hereby consent
to venue and to the exercise of personal jurisdiction of a court, federal or state, within the State of New York. It is not the intent of Licensor to incur by contract any liability for the operations, acts, or omissions of Licensee, any
Sub-licensee, or any third party, and nothing in the Original Agreement or this Amendment shall be so interpreted or construed. By way of clarification, the Parties do not intend the foregoing sentence to modify the terms of Article 14 of the
Original Agreement. 
 IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the Amendment Date. 

 

									
	NANOSTRING TECHNOLOGIES, INC.				BIOCLASSIFIER, LLC
					
	By:		/s/ Kathy Surace-Smith				By:		/s/ Matthew Ellis
					
	Name:  		Kathy Surace-Smith				Name:  		Matthew Ellis
					
	Title:		Vice President & General Counsel				Title:		Partner
					
	Date:		4/1/15				Date:		4/1/15