Exhibit 10.34


 


Amgen Proprietary - Confidential





 


CERTAIN
IDENTIFIED INFORMATION, MARKED WITH “[****]”, HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND
(II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 


AMENDED
AND RESTATED MASTER SOMASCAN® DISCOVERY SERVICES AGREEMENT


TERMS
AND CONDITIONS


The
following terms and conditions of this Amended and Restated Master SomaScan Discovery Services Agreement (“Agreement”),
effective as of October 13, 2020 (the “Amendment Effective Date”), govern the services to be performed for AMGEN INC.,
a Delaware corporation with a business address at One Amgen Center Drive, Thousand Oaks, California 91320 (“Client”
or “Amgen”), by SomaLogic, Inc., a Delaware corporation having its principal office at 2945 Wilderness Place, Boulder,
CO 80301 (“SomaLogic”). SomaLogic and Client may be referred to herein individually as a “Party”
and collectively as the “Parties.”


 


WHEREAS,
Client and SomaLogic entered into that certain SomaScan® Master Discovery Services Agreement, effective July 23, 2020 (such date,
the “Effective Date,” and such agreement, the “Original Agreement”); and


 


WHEREAS,
the Parties now wish to amend and restate the terms of the Original Agreement to undertake such activities in accordance with the terms
and conditions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual promises, conditions and undertakings hereinafter set forth, the receipt and sufficiency of
which are hereby acknowledged, SomaLogic and Client agree as follows:


 


1. Performance
of Research Services. SomaLogic shall use its
proprietary SomaScan® Assay and proprietary SOMAmer® reagents and bioinformatic tools and methodologies (“SomaScan Technology”)
to detect and measure the presence, absence, or relative abundance of a corresponding number of protein analytes in a number of biological
samples (“Services”) for Client during the Term (defined in Section 6). The Services and certain terms pertaining
to the Services will be described in one or more statements of work (“SOW”), in a form substantially similar to the
form attached hereto as Exhibit A, each of which, upon execution by an authorized representative of each Party, will be incorporated
herein by reference. Upon completion of the Services and payment of Fees as set forth in Section 3, SomaLogic shall deliver
both raw and normalized assay data generated under each SOW (“Assay Data”), as described in that SOW. Client shall
provide the Samples and other information required for SomaLogic to provide the Services, as described in each SOW, in a timely manner.


 


2. Provision
and Use of Samples. Client
or its designee shall provide SomaLogic with biological samples (“Samples”) that are to be used in the performance
of the Services, as described in each SOW. As between the parties, Client holds all right, title and interest to the Samples. SomaLogic
shall use the Samples solely to perform the Services and shall not provide Samples or Assay Data, or any subset thereof, to any third
party, or make any other use of Samples or Assay Data or subset thereof not expressly provided for in this Agreement, without Client’s
prior written approval. Upon completion of the Services, or any earlier termination or expiration of this Agreement under Section
6, SomaLogic shall, at Client’s election to either return any remaining quantities of the Samples at Client’s sole expense
or destroy them in accordance with Applicable Law, as set forth in each SOW. As used in this Agreement, “Applicable Law”
means all statutes, laws, governmental orders, common laws, rules and regulations, including Data Protection Laws (defined in Appendix
2), of any governmental authority applicable to the performance of a Party’s obligations under this Agreement, including the Services
as describe in each SOW. Client shall ensure that all Samples and any other information associated with the Samples provided to SomaLogic
hereunder are appropriately de-identified or pseudonymized, as the case may be, in accordance with Data Protection Laws. Appendix 2 (Data
Protection) attached hereto shall apply to the processing of any Personal Data provided in connection with SomaLogic’s performance
of Services hereunder. Client represents and covenants that Client has complied with Applicable Law relating to the protection of human
subjects and the collection, handling, packaging, shipment and use for the purposes of this Agreement of all Samples. Client shall provide
SomaLogic with all information (including, if applicable, material safety data sheets) concerning the potentially hazardous or infectious
properties of the Samples as well as any applicable safe handling instructions. SomaLogic acknowledges that the Samples are provided
on an “as is” basis and may contain viruses, latent viral genomes or other infectious agents. Notwithstanding the preceding
sentence, Amgen shall inform SomaLogic of any known or suspected viruses, latent viral genomes or other infectious agents in the Samples
no later than the time of delivery of the Samples to SomaLogic. SomaLogic acknowledges and agrees that from the time of receipt of the
Samples until such Samples are returned or destroyed, SomaLogic is responsible for the safe and appropriate handling of the Samples.
SomaLogic shall ensure the Services are undertaken in accordance with appropriate health and safety policies and good health and safety
at work practices, in each case, in accordance with Applicable Law and relevant codes of practice consistent with generally accepted
industry standards, and shall notify Client promptly, and in writing as soon as practicable, of any health and safety incident arising
out of the Services.


 






    
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3. Fees;
Payment; Taxes. Client shall pay SomaLogic the
fees set forth in each SOW (the “Fees”) for the Services and the Deliverables (as defined in the applicable SOW).
SomaLogic shall invoice Client as provided in the applicable SOW and Client shall pay the invoiced Fees within [****] days after receipt
of the invoice. SomaLogic has a right to charge interest for all past-due Fees at a rate that is [****] from the due date until paid.
Any interest charges due are payable upon demand by SomaLogic. All amounts due will be paid in United States Dollars. The Fees are exclusive
of, and Client is responsible for, any taxes (other than taxes based solely on SomaLogic’s income) imposed by any governmental
authority in connection with this Agreement or its performance, including but not limited to VAT, sales or use taxes. In the event that
any Applicable Law requires Client to withhold taxes with respect to any payment to be made by Client pursuant to this Agreement, Client
will notify SomaLogic of such withholding requirement prior to making the payment to SomaLogic and provide such assistance to SomaLogic,
including the provision of such documentation as may be required by a tax authority, as may be reasonably necessary in SomaLogic’s efforts
to claim an exemption from or reduction of such taxes. Client will, in accordance with such Applicable Law, withhold taxes from the amount
due, remit such taxes to the appropriate tax authority, and furnish SomaLogic with proof of payment of such taxes within [****] days
following the payment. If taxes are paid to a tax authority, Client shall provide reasonable assistance to SomaLogic to obtain a refund
of taxes withheld, or obtain a credit with respect to taxes paid.


 


4. Intellectual
Property and Confidential Information.


 


4.1 Ownership
of Deliverables; Use of Assay Data. As between the Parties, Client shall and hereby does solely own all right, title, and interest
in and to (1) the Assay Data and Deliverables and (2), except as contemplated below with respect to SomaScan Technology Improvements,
all results or other information or intellectual property created or generated using the Assay Data, whether or not it is patentable
or subject to other forms of intellectual property protection (collectively (1) and (2), the “Assay Data IP”). SomaLogic
shall, and hereby does, assign, transfer and convey (and shall cause to be assigned, transferred and conveyed) to Client SomaLogic’s
right, title, and interest in and to all such Assay Data IP. SomaLogic shall provide, at Client’s expense, all assistance reasonably
required by Client to consummate, record, and perfect the foregoing assignment, including without limitation signing all papers and documents
necessary to register and/or record such assignment with the United States Patent & Trademark Office, other state and federal agencies,
and all corresponding government agencies and departments in all other countries. SomaLogic shall also provide, at Client’s expense,
all assistance reasonably required by Client to defend, assert or otherwise enforce any patent rights claiming or disclosing Assay Data
IP, including without limitation by executing documents, providing documents, affidavits or witness testimony. Client will have the sole
right to prepare, file, defend and enforce patent rights claiming or otherwise disclosing any Assay Data IP.


 






    
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4.2 Confidential
Information. SomaLogic shall hold in confidence, and use only for the performance of the Services, the Assay Data and any non-public
information provided by Client in connection with the Services (“Confidential Information”). The terms and conditions
of this Agreement shall be Confidential Information. Notwithstanding the foregoing sentence, Confidential Information does not include
information that: (a) is disclosed to SomaLogic by a third party who had a bona fide right to make such disclosure without
breaching any confidentiality obligations , as evidenced by its written records kept in the ordinary course of business; (b) is
or becomes publicly available other than through SomaLogic’s breach of this Agreement; or (c) is already known to SomaLogic
at the time of disclosure by Client, as evidenced by written records kept in the ordinary course of business or by proof of actual use
thereof; or (d) is subsequently independently developed by SomaLogic without use of or reference to Confidential Information,
as evidenced by written records kept in the ordinary course of business. SomaLogic has a right to disclose Confidential Information solely
to the extent necessary to enforce its rights under this Agreement or to the extent required by Applicable Law or a judicial order, if
and to the extent permitted by Applicable Law, SomaLogic first promptly notifies Client of the required disclosure in writing and reasonably
cooperates with Client, at Client’s written request and expense, to avoid or limit the disclosure, including by seeking a protective
order. Upon Client’s written request, SomaLogic will return or destroy or render otherwise unrecoverable Confidential Information
and, in the case of destruction or rendering unrecoverable, will certify that it has destroyed or rendered unrecoverable the same. Notwithstanding
the foregoing sentence, the obligation to return or destroy or render unrecoverable Confidential Information does not include Confidential
Information that is maintained on routine computer system backup tapes, disks, or other backup storage devices so long as the backup
Confidential Information is not accessed, used, disclosed, copied, or recovered from the backup devices without the written consent of
Client. The maintenance of Confidential Information on computer systems, servers, backup tapes, disks, or other storage devices will
not otherwise alter or affect the confidential nature of the Confidential Information. SomaLogic may disclose Confidential Information
only to its personnel, Affiliates and service providers who have a need to know such Confidential Information for the purposes of this
Agreement and who are under a duty of confidentiality to SomaLogic that is not less restrictive than its duty of confidentiality under
this Section 4.2. SomaLogic shall enlist or use the services only of personnel who have affirmative, present, and continuing obligations,
consistent with SomaLogic’s obligations under this Agreement, to maintain the confidentiality of Confidential Information made
available to such personnel. SomaLogic shall protect Confidential Information from unauthorized use, access, or disclosure in the same
manner that it protects its own confidential and proprietary information of a similar nature or importance but in no event with less
than reasonable care. SomaLogic shall be responsible for any breach of the terms or conditions of this Section 4.2 by any of its
personnel, Affiliates and service Providers.


 


4.3 SomaLogic
Limited Rights. Notwithstanding the preceding provisions of this Section 4 to the contrary, but subject to any express limitations
on SomaLogic’s use of Assay Data in an applicable Statement of Work, SomaLogic has a right to store, retain, maintain, access and
use Assay Data during the Term solely for SomaLogic’s internal calibration and other quality control purposes and for the development
of improvements to its SomaScan Technology (“SomaScan Technology Improvements”), but only if these uses do not [****].
SomaLogic expressly agrees not to analyze the Assay Data: (i) [****], (ii) [****], (iii) [****], or (iv)
[****] (collectively, (i) to (iv) are referred to herein as “Excluded Activities”). SomaLogic will solely own all
SomaScan Technology Improvements.


 






    
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4.4 Ownership
of SomaLogic Technology. Client acknowledges and agrees that (a) SomaLogic possesses, and in the course of providing Services
might discover, improve, make, or develop, and acquire rights in, inventions, trade secrets, know-how, copyrights, trademarks or other
intellectual property related to its SomaScan Technology or its independent research and development activities; and (b) SomaLogic
engages in biomarker discovery in the ordinary course of its diagnostics business and maintains active and ongoing programs in various
areas, [****], and, therefore, owns or controls as of the Effective Date (as defined in Section 6), or might come to own or control
independent of the this Agreement, biomarkers, biomarker signatures, algorithms, methods, and processes; which, other than the SomaScan
Technology Improvements, do not rely on, use, or incorporate any Confidential Information or the Assay Data (collectively, “SomaLogic
Background Technology”). SomaLogic retains sole ownership of all SomaLogic Background Technology. Client shall not intentionally
use any Assay Data to reverse engineer, or attempt to reverse engineer, any SomaScan Technology or algorithm used by SomaLogic to deliver
algorithm-based proteomic test results to Client at any time during or after the Term in connection with Samples used to generate that
Assay Data.


 


4.5 [****].


 


4.6 [****].


 


5. Representations;
Disclaimer.


 


5.1 SomaLogic
represents and covenants to Client that the Services will be performed in accordance with: (a) the applicable SOW in all
material respects; (b) all applicable requirements of any governmental authority having jurisdiction over SomaLogic, its
facility or its storage or handling of Samples in connection with the Services; and (c) established occupational health and
safety practices and procedures set forth in applicable material safety data sheets available to SomaLogic. SomaLogic warrants that it
has not and shall not employ, contract with, or retain any person, directly or indirectly, to perform the Services if such a person is
debarred by the FDA under 21 U.S.C. § 335(a) or disqualified as described in 21 C.F.R. §812.119. If SomaLogic becomes aware
of, or receives notice of, the debarment or disqualification of any person providing the Services, then SomaLogic will promptly notify
Client and address the issue as mutually agreed by the Parties. Except as expressly provided in
this Section 5, the Services, Assay Data, and Deliverables are provided “as is,” and SomaLogic expressly disclaims
all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title,
non-infringement, or warranties arising from a course of performance, dealing or usage of trade. Delivery dates specified in any SOW
are estimates only and SomaLogic will not be liable (in contract, tort, or otherwise) for any losses, expenses, claims, or damages caused
by a late delivery. Client acknowledges that the Services provided under this Agreement are experimental in nature, not all sample
matrices have been tested or fully characterized by SomaLogic, and, therefore, SomaLogic does not guarantee the Services will produce
any particular outcome or result.


 


5.2 Each
Party represents and certifies that: (a) it is an entity duly organized and validly existing under the laws of the state or other
jurisdiction of its incorporation or formation; (b) the execution, delivery and performance of this Agreement by such Party has
been duly authorized by all requisite action; (c) this Agreement is a legal and valid obligation binding upon it and enforceable
according to its terms; and (d) the terms and conditions of this Agreement do not conflict with other contractual obligations
(express or implied) that it has or may have.


 






    
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6. Term;
Termination. The
term of this Agreement will commence on the date of the last signature below (“Effective Date”) and will continue
for [****] thereafter if no SOW is then in effect unless earlier terminated as set forth herein (“Term”), except that
if any Services are in progress upon the expiration of this Agreement, the terms and conditions of this Agreement will continue to apply
until all such Services have been completed under the Agreement. Either Party has a right to terminate (a) this Agreement and
all then outstanding SOWs for a material breach by the other Party of this Agreement or (b) any SOW for a material breach of that
SOW; in either (a) or (b), if the material breach is curable and remains uncured for [****] after receipt of written notice of the alleged
breach. On or before the effective date of termination, SomaLogic will cease all work not required for the orderly wind-down of the applicable
Services. Upon the expiration of this Agreement or the early termination of this Agreement or any SOW, Client will pay SomaLogic any
unpaid Fees and interest charges due under this Agreement or the applicable SOW(s), and, if Client terminates this Agreement or any SOW,
any reasonable, non-cancelable expenses incurred by SomaLogic before receipt of the notice of termination. The Parties’ obligations
under Sections 3, 4, 6, 7, 8, 9, 10, 11 and 12 and Appendices 2 and 3 will survive the expiration or early
termination of this Agreement.


 


7. Limitation
of Liability. Except for a Party’s liability for
breach of its confidentiality obligations under this Agreement, infringement or misappropriation of the other Party’s intellectual
property rights or trade secrets, gross negligence, intentional misconduct, fraud, or willful and knowing breach, (a) Neither
Party will be liable to the other Party for any loss of use, interruption of business, cost of procurement of substitute technology or
services, or any consequential, incidental, special, indirect or exemplary damages of any kind (including lost profits) arising out of
or related to this Agreement, regardless of the form of action, whether in contract, tort, strict liability or any other legal or equitable
theory, even if that Party has been advised of the possibility of the damages, and (b) Each Party’s total aggregate liability
to the other Party for any claim or cause of action relating to this Agreement or the Services will not exceed [****]under
this Agreement.


 


8. Use
of Name; Trademarks. Except as may be required
by law, neither Party shall use the name, trademarks, or logo of the other Party, or any Affiliate of the other Party, in any promotion,
publication or advertisement without the prior written consent of the other Party, except that SomaLogic may identify Client solely by
name (as set forth above) as a customer on SomaLogic’s website or any collateral materials used to promote SomaLogic’s SomaScan
discovery services. Any SomaLogic use of a Client quote or other statement regarding SomaLogic Services or SomaScan Technology in any
press release, materials or website requires approval and written consent from Client, except that SomaLogic has a right to use and republish
in whole or without modification, without the need for further approval or written consent by Client, any such Client quote or other
statement. Amgen may use the SOMAmer®, SOMAscan®, and SomaLogic® trademarks only to describe the origin of the Assay Data
provided by SomaLogic under this Agreement and, where possible, must include attribution of the trademarks as those of SomaLogic.


 


9. Interpretation.
Except where the context expressly requires otherwise, (a) the use of the singular includes the plural (and vice versa); (b)
the words “hereof,” “herein,” “hereby,” “hereunder” and derivative or similar terms
refer to this Agreement in its entirety and not to any particular provision of this Agreement; (c) the term “or” will
be interpreted in the inclusive sense to mean that any one or more items in a list connected by the term may occur and is not intended
to mean that any items in the list are mutually exclusive; and (d) the terms “include,” “includes” and
“including” means “including, without limitation” or “includes, without limitation,” respectively.


 






    
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10. Force
Majeure. Neither
Party shall be responsible for any default under this Agreement, except for any default relating solely to the payment of Fees and confidentiality
obligations, due to any strikes, riots, wars, acts of terrorism, pandemic, fire, acts of God, acts in compliance with any Applicable
Law or governmental order or other action if the affected Party promptly gives notice thereof to the other Party and takes commercially
reasonable steps to overcome the effects of the event.


 


11. Notice.
All notices, consents, and approvals under this Agreement must be delivered to the other Party in writing by an internationally recognized
overnight courier service or by certified or registered mail (postage prepaid and return receipt requested), if delivered to the applicable
address below, and will be effective upon receipt or when delivery is refused. Either Party is entitled to change the address provided
by giving written notice to the other Party.


 


	 

    If
    to Client:

    Amgen
    Inc.

    One
    Amgen Center Drive

    Thousand
    Oaks, CA 91320

    Attn:
    Corporate Secretary

    Facsimile
    No.: (805) 499-4531
	If
    to SomaLogic:

    SomaLogic,
    Inc.

    Attn:
    Legal Department

    2945
    Wilderness Place

    Boulder,
    CO 80301

    LegalDept@somalogic.com



 


12. Miscellaneous
Provisions.


 


12.1 General.
This Agreement is governed by and will be interpreted and construed in accordance with United States federal law and the laws of the
State of New York without reference to its conflicts or choice of laws rules. This original English version of this Agreement is controlling
in all respects. All waivers must be in writing and any waiver or failure to enforce any provision of this Agreement will not be deemed
a waiver of any other provision. If any provision of this Agreement is held to be unenforceable, the provision will be severed, changed,
or interpreted to accomplish the objectives of the provision to the greatest extent possible under Applicable Law, and the remaining
provisions will continue in full force and effect. No person or entity other than Client or SomaLogic will have any rights under this
Agreement. This Agreement (including Exhibit A, all SOWs executed by an authorized representative of each Party, and all appendices)
constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous
agreements or understandings, whether written or oral, including the Original Agreement. This Agreement may be amended only by a written
document signed by an authorized representative of each Party. Any terms and conditions included in a purchase order or similar document
submitted by Client in connection with this Agreement or any SOW are not accepted by SomaLogic and will be null and void. In the event
of a conflict or any inconsistency between the terms and conditions provided in this Agreement and the Services described in any SOW,
the terms and conditions of this Agreement will govern and control. Headers are for convenience only and will not guide the interpretation
of this Agreement. This Agreement may be executed in multiple counterparts, each of which is deemed an original and all of which together
constitutes one instrument.


 


12.2 Press
Release. The Parties will cooperate to produce a SomaLogic press release to announce the execution of this Agreement in a form and
with content mutually agreed to by the Parties.


 






    
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12.3 
Appendices. [****]. 


 


12.4 Assignment.
A Party may not assign or transfer this Agreement or any of its rights or duties under this Agreement without the prior written consent
of the other Party, which consent will not be unreasonably withheld; except that no such consent will be required to assign this Agreement
to an Affiliate or a successor in connection with a merger, acquisition or sale of all or substantially all of the capital stock of a
Party, or all or substantially all of the assets of the business to which this Agreement. Subject to the foregoing, the provisions hereof
will inure to the benefit of, and be binding upon, the successors and permitted assigns of each Party. Any purported assignment that
does not comply with this Section 12.4 is void. Any permitted assignment will not relieve the assigning Party of any of its obligations
that have accrued prior to the assignment.


 


12.5 Affiliates.
Each Party has the right to exercise its rights and perform its obligations hereunder through its Affiliates (including by licensing
rights hereunder where such rights are held in the name of any such Affiliate), [****]. Amgen may engage its Affiliates, including deCODE
genetics ehf., to effect any SOW. However, SomaLogic shall not use any third-party subcontractor or contract service provider other than
its contract employees to perform any portions of the Services hereunder. “Affiliate” means, in relation to a Party,
any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that Party, for so long as such Control
exists. “Control” or “Controlled” means as to any company or other legal entity, the actual power,
either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of
such company or other legal entity, whether by the ownership of 50% or more (or if less than 50%, the maximum ownership interest permitted
by Applicable Law) of the securities entitled to be voted generally or in the election of directors of such company or other legal entity,
or by contract or otherwise.


 


\\





 






    
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In
Witness Whereof, the Parties have caused this Agreement
to be executed by their respective duly authorized representatives as of the date of last signature below.


 


	Amgen Inc.	 	SomaLogic, Inc.
	 	 	 
	Signature:  	                                                                  	 	Signature:  	                                                                                      
	Printed: 	 David M. Reese	 	Printed:  	Amy Graves
	Title:  	EVP, Research & Development	 	Title:  	Sr. Corporate Controller
	Date:  	 	Date:  








 


Signature Page to AMENDED AND RESTATED


MASTER SOMASCAN® DISCOVERY SERVICES AGREEMENT


 






    
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Master SomaScan Discovery
Services Agreement


 


Exhibit
A


 


[****]





 






    
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Master SomaScan Discovery Services Agreement


 


STATEMENT
OF WORK NO. 1 FOR SOMASCAN DISCOVERY SERVICES


 


This
Statement of Work (“SOW”) is incorporated into the Master SomaScan® Discovery Services Agreement dated July
23, 2020, amended and restated into the Amended and Restated Master SomaScan Discovery Services Agreement dated October 13, 2020, by
and between Amgen Inc. and SomaLogic, Inc. (for the purposes of this SOW, the “MSDS”). All capitalized
terms used and not expressly defined in this SOW will have the meanings given to them in the MSDS.


 


Please
note: SomaLogic cannot accept Samples without the following:


 


		●	Receipt
                                            by SomaLogic of a Purchase Order 



		●	Receipt
                                            by SomaLogic of a completed Sample Submission Form (to be provided by SomaLogic) 



 


1. Study
Information:


 


	 	Study
    Identifier	[****]
	 	Client
    Contact Name	[****]
	 	Address	[****]
	 	Phone	[****]
	 	Email	[****]


 


2. Description
of Services.


 


a. Purpose.
Analysis of Client’s Samples using the SomaScan Technology, including SomaLogic’s proprietary SomaScan® Assay and reagents.


 


b. Samples.
Client shall ship all Samples to SomaLogic at Client’s expense and arrangement in accordance with instructions provided by SomaLogic.


 


	 	Number
    of Samples	[****]
	 	Species	[****]
	 	Sample
    Type (e.g., serum or EDTA plasma)	[****]
	 	Sample
    matrix concentration (e.g., 100% serum or 200 μg/mL in PBS)	[****]
	 	Sample
    Volume	[****]
	 	Expected
    Sample Ship Date	[****]


 


SomaLogic
only accepts, and Client shall send, Samples with a designation of Biosafety Level 1 (BSL- 1) or Biosafety Level 2 (BSL- 2),
as defined by the U.S. Centers for Disease Control and Prevention.


 


c. Sample
Submission. Client shall ship Samples to SomaLogic on dry ice after submitting a completed electronic Sample Submission Form.


 


d. Deliverables.
SomaLogic shall deliver, on an ongoing basis for each batch, a report in an Excel-compatible file format that contains the Assay Data
for all 5,000 protein analytes, measured in Relative Fluorescence Units (RFU) and organized on a per-Sample basis (the “Deliverables”).


 






    
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Master SomaScan Discovery
Services Agreement


 


e. Protection
of Assay Data. Assay Data stored and processed by SomaLogic at all times will be protected, as further described in Appendix 2
(Data Protection) and Appendix 3 (Information Security Requirements Schedule), by administrative and technical controls under
SomaLogic’s NIST Cybersecurity Framework (CSF) compliance program. Collectively, these controls prevent unauthorized access to
data and provide identification, detection, protection, and response mechanisms for data stored, processed, and transmitted within the
SomaLogic environment. During the Term, while Assay Data is being processed or stored under the MSDS, SomaLogic will restrict access
to the Assay Data only to those of its employees who have roles directly related to: (i) the performance of this SOW or the limited
use rights in Section 4.3 of the MSDS; or (ii) the protection of data and, therefore, require access to the Assay
Data to comply with this Section 2(e) and Appendices 2 and 3 to the MSDS (collectively “Protection of Data”).
In the event of any data breach in which Assay Data becomes available to or has been provided to anyone other than those SomaLogic employees
identified in Section 4.3 of the MSDS or this Section 2(e), SomaLogic will immediately notify Client in writing, as described
in paragraph 4 of Appendix 3. After delivering the Assay Data to Amgen as described in Section 2(d) of this SOW and receipt
of Amgen’s written verification that the Assay Data is complete, within [****] after receipt of a written request from Amgen to
delete identified Assay Data, SomaLogic shall delete the identified Assay from its active data systems and remove any remaining access
rights to the Assay Data. If SomaLogic recovers any Assay Data from its Storage Devices (as defined below in Section 2(f)) following
the deletion of such Assay Data from its active data systems, then it shall immediately delete the recovered Assay Data.


f. Storage
Devices; Use of Assay Data; Deletion. Notwithstanding the obligation to destroy Confidential Information at Client’s request
as set forth in Section 4.2 of the MSDS, the obligation to return or destroy or render unrecoverable Assay Data does not include
Assay Data that is maintained on routine computer system backup tapes, disks, or other backup storage devices so long as the backup Assay
Data is not accessed, used, disclosed, or recovered from the backup devices without the written consent of Client. The maintenance of
Assay Data on computer systems, servers, backup tapes, disks, or other storage devices (collectively, “Storage Devices”)
will not otherwise alter or affect the confidential nature of the Assay Data. At all times while in possession of the Assay Data, SomaLogic
shall take all reasonably necessary and appropriate actions to protect against any disclosure or unauthorized access to or use of the
Assay Data and shall ensure (i) the Assay Data is incorporated only into databases necessary for SomaLogic to exercise its rights
under Section 4.3 and will not be incorporated into any database that SomaLogic (1) utilizes to identify biomarkers or
drug development targets or study biological pathways or human health, or (2) enables its other clients to access or use; and
(ii) the Assay Data is not incorporated into any data sets SomaLogic utilizes for the activities identified in subpart (1) of
this Section 2(f) or any other biological analysis or otherwise makes available to its other clients, including any data sets
employed by SomaLogic for any of the Excluded Activities described in Section 4.3 of the MSDS; and (iii) the Assay Data
will not be disclosed to any Affiliate of SomaLogic or any third party other than its personnel who have a need to access the Assay Data
for the purposes of performing SomaLogic’s obligations under this SOW (including the Protection of Data) or exercising its rights
under Section 4.3 of the MSDS. For clarity, SomaLogic will not authorize or permit extraction of the Assay Data from the permitted
databases as set forth in Section 2(f)(i) into a [****] with respect to any of the foregoing. Notwithstanding that the Assay Data
may be stored in the same database in which SomaLogic stores other assay data used to perform its SomaSignal® Tests, SomaLogic agrees
not to use Assay Data, even Assay Data corresponding to a single Sample, for the development or conduct of any SomaSignal® Tests,
including any successor or similar tests, or any analysis thereof.


 


g. Sample
Disposition. Please indicate the appropriate disposition for the Samples upon completion of the Services.


 


	 	[****]	Destroy
	 	[****]	Return
    at Client’s expense (FOB shipping point and client to arrange for international shipments)


 






    
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Master SomaScan Discovery
Services Agreement


 


If
“Return” is selected, please provide the following information:


 


	 	Shipper
Vendor Name
	 
	 	Account
    #	 
	 	Return
    Contact Name	 
	 	Return
    Address	 
	 	Return
    Phone Number	 
	 	Return
    Contact Email	 


 


If
Client does not reply within [****] days to a request from SomaLogic to coordinate the return of any remaining Samples, SomaLogic is
entitled to destroy Samples in accordance with Applicable Law.


 


3. Fees
and Payment Schedule.


 


a. Assay
Services. In consideration for the Services, Client shall pay SomaLogic [****] (USD) per Sample for the Samples received, for a total
amount equal to [****] for [****] and shall issue a purchase order for this amount within [****] days after mutual execution of this
SOW. If Client delivers a different number of Samples, the total price will be adjusted to reflect a rate of [****] (USD) per Sample
for the Samples assayed. Minimum amount due for assay Services performed under this SOW is [****] (USD) for [****] or fewer Samples.


 


b. Batches.
Additional Samples may be added to this SOW in accordance with supplemental quotes provided by SomaLogic and corresponding purchase orders
provided by Client. Payment in full is due and payable per batch upon Client’s receipt from SomaLogic of the deliverable described
in Section 2 above and a corresponding invoice.


 


c. Payment.
Payment is due and payable as follows: [****] of the total amount payable for assay Services will be processed upon mutual execution
of this Agreement. For clarity, Amgen has been paying and will continue to pay pursuant to the terms of the Original Agreement, and the
Amended and Restated Master SomaScan Discovery Services Agreement does not create any new obligations for payment. SomaLogic will invoice
Amgen for the remaining balance on an ongoing, batch-by-batch basis, for assays performed on all Samples received after the first [****].
Amgen shall pay the amount due for each invoice within [****] after receipt of the invoice.


 


d. 


 


	 	Quantity	Item	Unit
    Price	Cost	                                
	 	[****]	Assay
    Services	[****]	[****]	 
	 	Total	[****]	 
	 	[****]
    upfront	[****]	 
	 	Subtotal
    Due Upon Mutual Execution	[****]	 
	 	Balance
    Due	[****]	 


 






    
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Master SomaScan Discovery
Services Agreement


 


The
Parties have caused this Statement of Work No. 1 to be executed by their respective duly authorized representatives as of the date of
last signature below.


 


	Amgen Inc.	 	SomaLogic, Inc.
	 	 	 
	Signature:  	       	 	Signature:  	                                                    
	Printed:  	David M. Reese	 	Printed:  	Amy Graves
	Title:  	EVP, Research & Development	 	Title: 	 Sr. Corporate Controller
	Date:  	 	Date:  


 





Signature Page to Statement of Work No. 1


to AMENDED AND RESTATED MASTER SOMASCAN® DISCOVERY SERVICES AGREEMENT


 






    
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APPENDIX
1


[****]


 


 






    
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Master
SomaScan Discovery Services Agreement 


 


APPENDIX
2


[****]


 


 






    
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Master SomaScan Discovery Services Agreement 


 


APPENDIX
3


[****]


 


 


 


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