Exhibit
      10.3

     

    
      PLEXERA
        BIOSCIENCE LLC

      


      CONTRIBUTION
        AGREEMENT

       

      This
        Contribution Agreement (the “Agreement”) is effective as of July 1, 2007 (the
“Effective Date”), by and among Plexera Bioscience LLC, a Delaware limited
        liability company (the “Company”) and Lumera Corporation, a Delaware corporation
        (the “Founder”).

       

      Recitals

      


      WHEREAS,
        Founder desires to transfer the business and the assets used in the business
        of
        the bioscience division of the Founder (the “Business”) and certain liabilities
        as set forth herein, in exchange for the Company’s sole membership unit (the
“Membership Unit”), and the Company desires to sell such unit to Founder;


       

      WHEREAS,
        the Founder and the Company shall enter into the Ancillary Agreements, including
        an Intercompany Services Agreement dated as of the Effective Date (the
“Intercompany Services Agreement”) in order to effectuate the Contemplated
        Transactions; and

       

      NOW
        THEREFORE, in consideration of the mutual covenants and agreements contained
        herein, the benefits to accrue to the parties hereto and other good and valuable
        consideration, the receipt of which is hereby acknowledged, the parties agree
        as
        follows:

       

      1.  Issuance
        of Shares.
        The
        Company hereby agrees to issue and sell to the Founder, and the Founder agrees
        to purchase, the sole Membership Unit (the “Unit”) in the Company in exchange
        for the consideration described in the recitals above. 

       

      2.  Transfer
        of Assets.
        The
        Founder hereby assigns, transfers, conveys and delivers to the Company all
        of
        its right, title and interest in and to all of the assets, other than the
        Excluded Assets (as defined below) used in and relating solely to the Business,
        including, without limitation, all rights in and to the business plan of
        the
        Founder as it relates to the Business (collectively, the “Transferred Assets”),
        including, without limitation, the assets listed on Schedule
        I
        and the
        following assets and property to the extent not otherwise listed on Schedule
        I:

       

      (a)    the
        Subject Intellectual Property, including, without limitation, all Intellectual
        Property listed on Schedule
        I(a),
        goodwill associated therewith and licenses and sublicenses granted in respect
        thereto and rights thereunder;

       

      (b)    all
        rights under the contracts, instruments and other agreements listed on
Schedule
        I(b)
        (collectively, the “Contracts”); 

       

      (c)    all
        rights under all licenses, permits, authorizations, orders, registrations,
        certificates, variances, approvals, consents and franchises used or useful
        solely in connection with the operation of the Business or any pending
        applications relating to any of the foregoing, including, without limitation,
        all governmental permits, licenses, authorizations, approvals and consents
        listed on Schedule
        I(c);

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d)    all
        computer applications, programs and other software, whether in source or
        object
        code and including all related data and documentation, including, without
        limitation, operating software, network software, firmware, middleware, design
        software, design tools, systems documentation and instructions listed on
        Schedule
        I(d)
        other
        than such software as set forth in Section 3(b) below;

       

      (g)    all
        rights to and in respect of any telephone numbers, websites, e-mail addresses
        and Internet domain names used solely in the Business (including the telephone
        numbers, websites, e-mail addresses and Internet domain names;

       

      (h)    all
        cost
        information, sales and pricing data, customer lists, customer prospect lists,
        supplier and reseller lists, supplier and reseller records, customer and
        vendor
        data, correspondence and lists, product literature, artwork, design, development
        and manufacturing files, vendor and customer drawings, formulations and
        specifications, and quality records and reports used or useful solely in
        the
        conduct of the Business; and

       

      (i)    all
        business and financial records, books, ledgers, files, plans, documents,
        correspondence, lists, plats, architectural plans, drawings, notebooks, written
        technical information, data, specifications, research and development
        information, engineering drawings, operating and maintenance manuals, creative
        materials, advertising and promotional materials, marketing materials, materials
        and analyses prepared by consultants and other third parties, studies, reports,
        equipment repair, maintenance or service records, whether written or
        electronically stored or otherwise recorded, used or useful solely in the
        conduct of the Business.

       

      3.  Excluded
        Assets.
        The
        Transferred Assets shall not include any of the following:

       

      (a) office
        furniture and fixtures, other than personal computers;

       

      (b) all
        commercial software licensed according to standard terms; and

       

      (c) assets
        necessary for continuing the Lumera Business.

       

      4.  Assumed
        Liabilities.
        The
        Company hereby assumes, and agrees to pay, perform and satisfy when due all
        of
        the liabilities and obligations of the Business, including, but not limited
        to,
        the following liabilities and obligations (collectively, the “Assumed
        Liabilities”): 

       

      (a) all
        liabilities and obligations under the Contracts arising or attributable to
        the
        Business; 

       

      (b) all
        liabilities in respect of salaries, wages and other amounts payable to employees
        of the Business; 

       

      (c) all
        liabilities payable on behalf of the Business; and

       

      (c) the
        liabilities set forth on Schedule
        II.

       

      
        
          
          

        

        
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            2 -

          
            

          

        

        
          
          

        

      

       

      5.  Nontransferability
        of Units.
        The
        Unit acquired by the Founder pursuant to this Agreement shall not be sold,
        transferred, pledged, assigned or otherwise encumbered or disposed of except
        as
        provided below. Any purported transfer in contravention of any of the provisions
        of this Agreement shall be null and void.

       

      6.  Representations;
        Restrictive Legend.

       

      a.  The
        Founder represents, warrants and covenants that: (i) the Unit is being acquired
        for the Founder’s account for investment only, and not with a view to, or for
        sale in connection with, any distribution of the Unit in violation of the
        federal Securities Act of 1933, as amended (the “1933 Act”), or any rule or
        regulation under the 1933 Act, (ii) the Founder has had such opportunity
        as the
        Founder has deemed adequate to obtain from representatives of the Company
        such
        information as is necessary to permit the Founder to evaluate the merits
        and
        risks of the Founder’s investment in the Company, (iii) the Founder is able to
        bear the economic risk of holding the Unit for an indefinite period, and
        (iv)
        the Founder understands that (A) the Unit will not be registered under the
        1933
        Act; (B) the Unit cannot be sold, transferred or otherwise disposed of unless
        it
        is subsequently registered under the 1933 Act or an exemption from registration
        is then available; and (C) there is now no registration statement on file
        with
        the SEC with respect to any securities of the Company and the Company has
        no
        obligation or firm current plan to register the Unit under the 1933
        Act.

       

      b.  The
        Founder represents and warrants that it is entitled to retain the Unit for
        its
        own account and that the Founder is not obligated (by contract, applicable
        law
        or otherwise) to (i) sell, transfer, pledge, assign, encumber or otherwise
        dispose of the Unit to, or (ii) share voting or dispositive power over the
        Unit
        with, any third party. 

       

      c.  Any
        certificates representing the Unit shall have affixed thereto a legend
        substantially in the following form, in addition to any other legends required
        by applicable state law or by the by-laws of the Company, as in effect from
        time
        to time:

       

      “The
        membership unit represented by this certificate has not been registered under
        the Securities Act of 1933, as amended, and may not be transferred, sold,
        or
        otherwise disposed of in the absence of an effective registration statement
        with
        respect to the membership unit evidenced by this certificate, filed and made
        effective under the Securities Act of 1933, or an opinion of counsel
        satisfactory to the Company to the effect that registration under such Act
        is
        not required.”

       

      7.  Representations
        and Warranties of the Founder.

       

      The
        Founder makes the
        following representations and warranties
        to the Company:

       

      a.  Due
        Organization.
        The
        Founder is a Delaware corporation, and is validly existing and in good standing
        under the laws of the jurisdiction of its organization. 

       

      b.  Authorization. The
        execution, delivery and performance by the Founder of this Agreement and
        each
        Ancillary Agreement to which it is (or will be) a party and the consummation
        of
        the Contemplated Transactions are within the power and authority of the Founder
        and have been duly authorized by all necessary action on the part of the
        Founder. This Agreement and each Ancillary Agreement to which it is (or will
        be)
        a party (i) has been (or in the case of Ancillary Agreements to be entered
        into after the Effective Date, will be) duly executed and delivered by the
        Founder and (ii) is (or in the case of Ancillary Agreements to be entered
        into after the Closing, will be) a legal, valid and binding obligation of
        the
        Founder, enforceable against the Founder in accordance with its terms except
        as
        the enforceability thereof may be limited by bankruptcy, insolvency, moratorium
        or other laws affecting the enforcement of creditors’ rights or the availability
        of equitable remedies. 

       

      
        
          
          

        

        
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      c.  No
        Conflicts; Approvals. No
        action
        by (including any authorization, consent or approval), or in respect of,
        or
        filing with, any Governmental Authority is required for, or in connection
        with,
        the valid and lawful (i) authorization, execution, delivery and performance
        by
        the Founder of this Agreement and each Ancillary Agreement to which it is
        (or
        will be) a party or (ii) the consummation of the
        Contemplated Transactions by the Founder. No
        provision of any applicable Legal Requirement and no Government Order will
        prohibit the consummation of the Contemplated Transactions.

       

      d.  Non-Contravention.
        Neither
        the execution, delivery or performance of this Agreement or any Ancillary
        Agreement to which it is (or will be) a party, nor the consummation by the
        Founder of the obligations contemplated hereby or thereby (i) will
        violate
        any Legal Requirement applicable to the Founder, (ii)
        result
        in the creation or imposition of an encumbrance upon, or the forfeiture of,
        any
        Transferred Asset, or (iii) result in a breach or violation of, or default
        under, the Organizational Documents of the Founder.

       

      8.  Representations
        and Warranties of the Company.

       

      a.  Due
        Organization.
        The
        Company is a Delaware limited liability company, and is validly existing
        and in
        good standing under the laws of the jurisdiction of its organization.


       

      b.  Authorization.
        The
        execution, delivery and performance by the Company of this Agreement and
        each
        Ancillary Agreement to which it is (or will be) a party and the consummation
        of
        the Contemplated Transactions are within the power and authority of the Company
        and have been duly authorized by all necessary action on the part of the
        Company. This Agreement and each Ancillary Agreement to which it is (or will
        be)
        a party (i) has been (or in the case of Ancillary Agreements to be entered
        into after the Effective Date, will be) duly executed and delivered by the
        Company and (ii) is (or in the case of Ancillary Agreements to be entered
        into after the Closing, will be) a legal, valid and binding obligation of
        the
        Company, enforceable against the Company in accordance with its terms except
        as
        the enforceability thereof may be limited by bankruptcy, insolvency, moratorium
        or other laws affecting the enforcement of creditors’ rights or the availability
        of equitable remedies. 

       

      c.  No
        Conflicts; Approvals.
        No
        action by (including any authorization, consent or approval), or in respect
        of,
        or filing with, any Governmental Authority is required for, or in connection
        with, the valid and lawful (i) authorization, execution, delivery and
        performance by the Company of this Agreement and each Ancillary Agreement
        to
        which it is (or will be) a party or (ii) the consummation of the Contemplated
        Transactions by the Company. No provision of any applicable Legal Requirement
        and no Government Order will prohibit the consummation of the Contemplated
        Transactions.

       

      
        
          
          

        

        
          -
            4 -

          
            

          

        

        
          
          

        

      

       

      d.  Non-Contravention.
        Neither
        the execution, delivery or performance of this Agreement or any Ancillary
        Agreement to which it is (or will be) a party, nor the consummation by the
        Company of the obligations contemplated hereby or thereby (i) will violate
        any
        Legal Requirement applicable to the Company, (ii) result in the creation
        or
        imposition of an encumbrance upon, or the forfeiture of, any Transferred
        Asset,
        or (iii) result in a breach or violation of, or default under, the
        Organizational Documents of the Company.

       

      9.  Definitions.

       

      a.  “Agreement”
has
        the
        meaning set forth in the introductory paragraph hereof.

       

      b.  “Ancillary
        Agreements”
means
        the Bill of Sale, Patent Assignment, Marks Assignment, Assignment and Assumption
        Agreement, Contribution Note, Services Note and Intercompany Services
        Agreement.

       

      c.  “Applicable
        Law”
means,
        with respect to any party to this Agreement, all domestic or foreign federal,
        state or local statute, law, ordinance, rule, administrative interpretation,
        regulation, order, writ, injunction, directive, judgment, decree, policy,
        guideline or other Legal Requirement (whether legislatively, judicially,
        or
        administratively promulgated) applicable to such party or its Affiliates,
        properties, assets, officers, directors, employees or agents.

       

      d.  “Business”
has
        the
        meaning set forth in the Recitals hereof.

       

      e.  “Business
        Day” means
        any
        day that is not a Saturday, Sunday or other day on which banks are authorized
        to
        close in the State of Washington.

       

      f.  “Contemplated
        Transactions” means,
        collectively, the transactions contemplated by this Agreement, including
        (a) the
        sale and purchase of the Transferred Assets and (b) the execution, delivery
        and
        performance of the Ancillary Agreements.

       

      g.  “Equipment”
means
        machines, devices, and transmission facilities used in information processing,
        such as computers, word processors, terminals, telephones, and cables used
        in
        the Business.

       

      h.  “Government
        Order” means
        any
        order, writ, judgment, injunction, decree, stipulation, ruling, determination
        or
        award entered by or with any Governmental Authority.

       

      i.  “Governmental
        Authority”
means
        any United States federal, state or local or any foreign government, or
        political subdivision thereof, or any multinational organization or authority
        or
        any authority, agency or commission entitled to exercise any administrative,
        executive, judicial, legislative, police, regulatory or taxing authority
        or
        power, any court or tribunal (or any department, bureau or division thereof),
        or
        any arbitrator or arbitral body.

       

      
        
          
          

        

        
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            5 -

          
            

          

        

        
          
          

        

      

       

      j.  “Intellectual
        Property” means
        all
        embodiments of, and the entire right, title and interest in and to all
        proprietary rights of every kind and nature in, including all rights and
        interests pertaining to or deriving from, any of: (a) patents, patent
        applications, patent disclosures, copyrights, copyrightable works of expression,
        derivative works thereof, mask work rights, technology, know-how, processes,
        trade secrets, algorithms, inventions, innovations, information (including
        ideas, research and development, know-how, formulas, compositions, processes
        and
        techniques, data, designs, drawings, specifications, customer lists, supplier
        lists, licensor lists, pricing and cost information, business and marketing
        plans and proposals, documentation and manuals), works, proprietary data,
        databases, formulae and research and development data; (b) distinctive
        identifiers, corporate names, trademarks, trade names, service marks, service
        names, brands, trade dress and logos, together with all translations,
        adaptations, derivations and combinations thereof, and the goodwill and
        activities associated therewith and all improvements thereto; (c) all computer
        software (whether in source or object code and including all related data
        and
        documentation); (d) any and all registrations, applications, recordings,
        licenses, common-law rights and contracts relating to any of the foregoing;
        (e)
        all copies and tangible embodiments thereof, in any and all forms and mediums
        now known or hereinafter created; and (f) any and all legal actions and rights
        to sue at law or in equity for any past or future infringement or other
        impairment of any of the foregoing, including the right to receive all proceeds
        and damages therefrom, and all rights to obtain renewals, reissuances,
        revisions, reexaminations, continuations, divisions or other extensions of
        legal
        protections pertaining thereto.

       

      k.  “Legal
        Requirement” means
        any
        United States federal, state or local or foreign law, statute, standard,
        ordinance, code, rule, regulation, resolution or promulgation, or any Government
        Order, or any license, franchise, permit or similar right granted under any
        of
        the foregoing, or any similar provision having the force or effect of
        law.

       

      l.  “Lumera
        Business”
means
        the business conducted by the Lumera Corporation other than the business
        conducted by its bioscience division.

       

      m.  “Organizational
        Documents”
means,
        with respect to any Person (other than an individual), (a) the certificate
        or articles of incorporation or organization and any joint venture, limited
        liability company, operating or partnership agreement and other similar
        documents adopted or filed in connection with the creation, formation or
        organization of such Person and (b) all by-laws, limited liability company
        agreements, voting agreements and similar documents, instruments or agreements
        relating to the organization or governance of such Person, in each case,
        as
        amended or supplemented.

       

      n.  “Person” means
        any
        individual or corporation, association, partnership, limited liability company,
        joint venture, joint stock or other company, business trust, trust,
        organization, Governmental Authority or other entity of any kind.

       

      o.  “Subject
        Intellectual Property”
means
        all Intellectual Property owned or licensed by the Founder that is related
        to or
        arose from the Business.

       

      10.  Ancillary
        Agreements.
        Founder
        shall execute and deliver to the Company a Bill of Sale in substantially
        the
        form of Exhibit A (“Bill of Sale”), Patent Assignment in substantially the form
        of Exhibit B (“Patent Assignment”), Marks Assignment in substantially the form
        of Exhibit C (“Marks Assignment”) and Assignment and Assumption Agreement in
        substantially the form of Exhibit D (“Assignment and Assumption Agreement”), and
        such other instruments of conveyance and assignment as are reasonably requested
        by the Company to vest in the Company title to the Transferred
        Assets.

       

      
        
          
          

        

        
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            6 -

          
            

          

        

        
          
          

        

      

       

      11.  Further
        Assurances.
        Each
        party hereto shall execute, deliver, file and record, or cause to be executed,
        delivered, filed and recorded, such further agreements, instruments and other
        documents, and take, or cause to be taken, such further actions, as the other
        party hereto may reasonably request as being necessary or advisable to effect
        or
        evidence the transactions contemplated by this Agreement.

       

      12.  Transition
        Services.
        Founder
        shall supply certain transition services to the Company in such manner as
        set
        forth in the Intercompany Services Agreement, which is attached hereto as
        Exhibit E. Nothing herein shall affect the right of the Company to terminate
        the
        Founder’s services as provided in the Intercompany Services Agreement or be
        deemed a waiver or modification of any provision contained in the Intercompany
        Services Agreement or any other agreement between the Founder and the
        Company.

       

      13.  Succession
        and Assignment.
        Subject
        to the immediately following sentence, this Agreement will be binding upon
        and
        inure to the benefit of the parties hereto and their respective successors
        and
        permitted assigns, each of which such successors and permitted assigns will
        be
        deemed to be a party hereto for all purposes hereof. No party may assign,
        delegate or otherwise transfer either this Agreement or any of its rights,
        interests, or obligations hereunder without the prior written approval of
        the
        other party. 

       

      14.  Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware (without giving any effect to conflicts of laws principles
        thereof that would apply the laws of another jurisdiction).

       

      15.  Amendment.
        No
        change, modification or amendment of this Agreement shall be valid or binding
        on
        the parties unless such change or modification shall be in writing signed
        by the
        party or parties against whom the same is sought to be enforced.

       

      [Remainder
        of page intentionally left blank.]


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have caused this Contribution Agreement
        to
        be duly executed as of the date first hereinabove written.

       

      
        	 	 	 
	The
                Company:	Plexera Bioscience LLC
	 
 	
                
 

              	 
 
	 	 	By: 
	 	
                
                  

                

              
	 	Name:
	 	
                
                  

                

              
	 	Title:
	 	
                
                  

                

              


      

           

      
        
          	 	 	 
	The Founder	Lumera Corporation
	 
 	
                  
 

                	 
 
	 	 	By: 
	 	
                  
                    

                  

                
	 	Name:
	 	
                  
                    

                  

                
	 	Title:
	 	
                  
                    

                  

                


        

          

         

        
          [Signature
            Page to Contribution Agreement]

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Schedule
        I

      Transferred
        Assets

      


      The
        Transferred Assets shall include:

       

      
        
          	
                  Fixed
                    Assets, net of Depreciation

                	 	 	 	 	
                  $

                	
                  330,726.22

                	 
	 	 	 	 	 	 	 	 
	
                  Prepaid Expenses

                	 	 	 	 	 	
                  26,430.74

                	 
	 	 	 	 	 	 	 	 
	
                              Subscriptions

                	 	 	
                  12,275.00

                	 	 	 	 
	
                              Prepaid Software Expense

                	 	 	
                  6,155.74

                	 	 	 	 
	
                              Other Prepaid Expenses

                	 	 	
                  8,000.00

                	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	
                  $

                	
                  357,156.96

                	 


        

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        I(a)

      Intellectual
        Property

       

      
        
          	
                  Patents

                	 	
                  Status

                	 	
                  Filing
                    Date

                	 	
                  Application
                    Number

                	 	
                  Patent
                    Number

                
	 	 	 	 	 	 	 	 	 
	
                  A
                    Method of Chemical Analysis Using Microwells

                	 	 	 	 	 	 	 	 
	
                  Patterned
                    from Self Assembled Monolayers and

                	 	
                  Filed

                	 	
                  6/17/2003

                	 	
                  10/463,174

                	 	 
	
                  Substrates

                	 	 	 	 	 	 	 	 
	
                  Fiber
                    optic Bio-Sensor

                	 	
                  Filed

                	 	
                  7/1/2005

                	 	
                  11/174,123

                	 	 
	
                  Plasmon
                    Resonance Biosensor and Method

                	 	
                  Filed

                	 	
                  11/18/2005

                	 	
                  11/282,272

                	 	 
	
                  Microarrays
                    Having Multi-functional, Compartmentalized

                	 	
                  Filed

                	 	
                  3/15/2006

                	 	
                  11/375,885

                	 	 
	
                  Analysis
                    Areas and Methods of Use

                	 	 	 	 	 	 	 	 
	
                  MEMS
                    Micromirror Surface Plasmon Resonance

                	 	 	 	 	 	 	 	 
	
                  Biosensor
                    and Method

                	 	
                  Filed

                	 	
                  6/7/2006

                	 	
                  11/422,698

                	 	 
	
                  Surface
                    Plasmon Resonance Spectrometer with an

                	 	 	 	 	 	 	 	 
	
                  Actuator
                    Driven Angle Scanning Mechanism

                	 	
                  Filed

                	 	
                  11/21/2006

                	 	
                  11/562,197

                	 	 
	
                  Highly
                    Stable Plasmon Resonance Plates, Microarrays,

                	 	 	 	 	 	 	 	 
	
                  and
                    Methods

                	 	
                  Filed

                	 	
                  12/6/2005

                	 	
                  11/296,659

                	 	 
	
                  Label
                    Free Kinase Assay and Reagents

                	 	
                  Filed

                	 	
                  4/3/2007

                	 	
                  60/909,885

                	 	 
	
                  Microfluidic
                    Apparatus for Wide Area Microarrays

                	 	
                  In
                    Preparation

                	 	 	 	 	 	 
	
                  Method
                    for Uniform Analyte Fluid delivery to Microarrays

                	 	
                  In
                    Preparation

                	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	
                  Lisensed
                    IP from Helix/Sensium:

                	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                  Biosensor
                    device and method

                	 	
                  Issued

                	 	
                  4/24/1997

                	 	 	 	
                  6,165,335

                
	
                  Biosensor
                    device and method

                	 	
                  Issued

                	 	
                  7/27/2000

                	 	 	 	
                  6,461,490

                
	
                  Biosensor
                    device and method

                	 	
                  Issued

                	 	
                  5/24/2000

                	 	 	 	
                  6,478,939

                
	
                  Method
                    and device for integrated protein expression,

                	 	 	 	 	 	 	 	 
	
                  purification
                    and detection

                	 	
                  Filed

                	 	
                  8/22/2002

                	 	
                  10/225,788

                	 	 
	
                  Protein
                    interaction method and composition

                	 	
                  Filed

                	 	
                  4/23/2003

                	 	
                  10/422,561

                	 	 


        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        I(b)

      


      Signed
        Agreements 

      


      	1.  	
              Dyax
                Corp.
                - Materials Transfer Agreement between Dyax Corp. and Lumera Corporation,
                entered in as of June 20, 2007

            


      	2.  	
              Institute
                for Systems Biology
                - Collaborative Research Agreement between
                the Institute for Systems Biology and Lumera Corporation, entered
                into as
                of June 1, 2006
                and
                First Amendment to the Collaborative Research Agreement between Lumera
                Corporation and the Institute for Systems Biology, effective as of
                June 1,
                2007

            


      	3.  	
              Medical
                University of South Carolina
                - Collaborative Research Agreement between the Medical University
                of South
                Carolina and Lumera Corporation, entered into as of January 24, 2006
                and
                First
                Amendment to Collaboration Agreement between Lumera Corporation and
                the
                Medical University of South Carolina, effective as of April 25,
                2007

            


      	4.  	
              Zyomyx,
                Inc.
                -
                Development
                Services Agreement between Lumera Corporation and Zyomyx Inc., entered
                into as of April 19, 2007

            


       

      Schedule
        I(c)

      Licenses

      


      	1.  	
              Sensium
                Technologies, Inc.
                -
                License
                Agreement between Sensium Technologies Inc. and Lumera Corporation,
                made
                as of January 20, 2005

            


       

      Schedule
        I(d)

      Computer
        Applications and Software

      


      None.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        II

      


      Assumed
        Liabilities

      


      The
        Assumed Liabilities shall include:

      

        
          	
                  Accounts
                    Payable and Accruals

                	 	 	 	 	 	
                  (240,273.90

                	
                  )

                
	
                  Accounts
                    Payable 

                	 	 	
                  (20,596

                	
                  )

                	 	 	 
	
                  Accrued
                    Liabilities

                	 	 	 	 	 	 	 
	
                  Trade
                    A/P

                	 	 	
                  (88,325.27

                	
                  )

                	 	 	 
	
                  Bonus

                	 	 	
                  (65,551.80

                	
                  )

                	 	 	 
	
                  Legal
                    

                	 	 	
                  (5,800.00

                	
                  )

                	 	 	 
	
                  License
                    

                	 	 	
                  (50,000

                	
                  )

                	 	 	 
	
                  Warranty

                	 	 	
                  (10,000

                	
                  )

                	 	 	 
	 	 	 	 	 	 	 	 
	
                  Accumulated
                    Deficit, 4/03 thru 6/07

                	 	 	 	 	 	
                  16,428,612.56

                	
                   

                
	
                  2003

                	 	 	
                  179,300.00

                	 	 	 	 
	
                  2004

                	 	 	
                  829,665.78

                	 	 	 	 
	
                  2005

                	 	 	
                  4,369,905.27

                	 	 	 	 
	
                  2006

                	 	 	
                  6,965,598.60

                	 	 	 	 
	
                  2007,
                    through 6/30

                	 	 	
                  4,084,142.91

                	 	 	 	 


        




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Exhibit
        A

       

      BILL
        OF SALE

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        B

       

      PATENT
        ASSIGNMENT

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Exhibit
        C

      


      MARKS
        ASSIGNMENT

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Exhibit
        D

      


      ASSIGNMENT
        AND ASSUMPTION AGREEMENT

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        E

      Intercompany
        Services Agreement