Exhibit 103


		
			Exhibit 10.3
		

		
			PATENT SECURITY AGREEMENT
		

		
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			This PATENT SECURITY AGREEMENT, dated as of March_14, 2016, by VERMILLION, INC. (the “Grantor”), in favor of STATE OF CONNECTICUT, acting by and through its DEPARTMENT OF ECONOMIC AND COMMUNITY DEVELOPMENT, (the “Secured Party”).
		

		
			W I T N E S S E T H:
		

		
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			WHEREAS, the Secured Party has agreed to extend to Grantor certain financial assistance in the form of a loan in an amount not to exceed FOUR MILLION AND NO/100 DOLLARS ($4,000,000.00), the terms of which are contained in that certain Assistance Agreement, Security Agreement, and other loan documents, dated of even date hereof (collectively the  “Loan Documents”); and
		

		
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			WHEREAS, pursuant to those Loan Documents, the Grantor is required to execute and deliver this Patent Security Agreement;
		

		
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			NOW, THEREFORE, in consideration of the foregoing and to induce the Lender, for the benefit of the Secured Party, to enter into the Assistance Agreement, the Grantor hereby agrees with the Secured Party as follows:
		

		
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			SECTION 1. Defined Terms. Unless otherwise defined herein, defined terms used herein shall have the meaning given to them in the Loan Documents.
		

		
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			SECTION 2. Grant of Security Interest in Patent Collateral. The Grantor hereby pledges and grants to the Secured Party a lien on and security interest in and to all of its right, title and interest in, to and under all the following collateral of the Grantor:
		

		
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			(a)All the patents of the Grantor as listed on Schedule A attached hereto (collectively the “Patents”).
		

		
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			SECTION 3. The Security Agreement. The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the Secured Party pursuant to the Security Agreement and the Grantor hereby acknowledges and affirms that the rights and remedies of the Secured Party with respect to the security interest in the Patents made and granted hereby are more fully set forth in the Security Agreement. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Secured Party shall otherwise determine.
		

		
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			Notwithstanding any requirements of the Security Agreement to the contrary, Grantor shall have the right to discontinue certain Patents by not filing the required patent maintenance fees, or otherwise discontinue, with the USPTO in the ordinary course of Grantor’s business, if Grantor has reasonably deemed those certain Patents to be obsolete. Grantor shall give Secured Party written notice of their intent not to maintain a given Patent within thirty (30) days of the 
		

		 

 

		given patent maintenance fee due date with an explanation of why said Patent has become obsolete.  
		

		
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			SECTION 4. Termination. Upon the termination of the Security Agreement in accordance thereof, the Secured Party shall, at the expense of the Grantor, execute, acknowledge, and deliver to the Grantor an instrument in writing in recordable form releasing the lien on and security interest in the Patents under this Patent Security Agreement and any other documents required to evidence the termination of the Secured Party’s interest in the Patents.
		

		
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			SECTION 5. Counterparts. This Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts.
		

		
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			GRANTOR
		

		
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			VERMILLION, INC.
		

		
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			BY_/s/ Valerie B. Palmieri ________
		

		
			Valerie B. Palmieri
		

		
			President and CEO, Duly Authorized
		

		
			
		

		
			Dated:  3/14/16_________________
		

		
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			 STATE OF CONNECTICUT 
		

		
			DEPARTMENT OF ECONOMIC
		

		
			AND COMMUNITY DEVELOPMENT 
		

		
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			By:  /s/ Catherine H. Smith      ____ _    
		

		
			Name:Catherine H. Smith
		

		
			Title:Commissioner
		

		
			Duly Authorized 
		

		
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			Dated:  3/22/16_________________ 
		

		
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			Schedule A
		

		
			Patents
		

		
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						﻿

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						COUNTRY

					
					
						STATUS

					
					
						TITLE

					
					
						APPLICATION #

					
					
						DATE FILED

					
					
						PATENT #

					
					
						TIER

					
					
						NOTES

				
	
					
						Australia

					
					
						Issued

					
					
						OVARIAN CANCER BIOMARKERS

					
					
						2006261904

					
					
						Jun 23,
2006

					
					
						2006261904

					
					
						1

					
					
						OVA1

				
	
					
						Australia

					
					
						Pending

					
					
						BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER

					
					
						2012220896

					
					
						Feb 14,
2012

					
					
						 

					
					
						1

					
					
						OVA2

				
	
					
						Australia

					
					
						Pending

					
					
						OVARIAN CANCER BIOMARKERS

					
					
						2015210343

					
					
						Jun 23,
2006

					
					
						 

					
					
						1

					
					
						OVA1/2

				
	
					
						Australia

					
					
						Issued

					
					
						OVARIAN CANCER BIOMARKERS

					
					
						2012216473

					
					
						Jun 23,
2006

					
					
						2012216473

					
					
						2

					
					
						ApoA1, HE4, transthyretin

				
	
					
						Australia

					
					
						Pending

					
					
						PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER

					
					
						2011316844

					
					
						Oct 21,
2011

					
					
						 

					
					
						1

					
					
						OVA1

				
	
					
						Brazil

					
					
						Published

					
					
						PREDICTIVE MARKERS FOR OVARIAN CANCER

					
					
						PI0813002.7

					
					
						Jun 30,
2008

					
					
						 

					
					
						1

					
					
						Correlogic

				
	
					
						Canada

					
					
						Pending

					
					
						BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER

					
					
						2,828,119

					
					
						Feb 14,
2012

					
					
						 

					
					
						2

					
					
						Correlogic

				
	
					
						Canada

					
					
						Pending

					
					
						BIOMARKERS FOR OVARIAN CANCER

					
					
						2,611,173

					
					
						Jun 23,
2006

					
					
						 

					
					
						2

					
					
						Correlogic

				
	
					
						Canada

					
					
						Pending

					
					
						PREDICTIVE MARKERS FOR OVARIAN CANCER

					
					
						2,691,980

					
					
						Jun 30,
2008

					
					
						 

					
					
						2

					
					
						Correlogic

				
	
					
						Canada

					
					
						Pending

					
					
						PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER

					
					
						2,818,593

					
					
						Oct 21,
2011

					
					
						 

					
					
						1

					
					
						OVA1

				
	
					
						China

					
					
						Pending

					
					
						BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER

					
					
						201280010293.0

					
					
						Feb 14,
2012

					
					
						 

					
					
						2

					
					
						Correlogic

				
	
					
						European Patent Office

					
					
						Issued

					
					
						BIOMARKERS FOR OVARIAN CANCER

					
					
						06773938.3

					
					
						Jun 23,
2006

					
					
						1910821

					
					
						2

					
					
						Hepcidin

				
	
					
						European Patent Office

					
					
						Pending

					
					
						OVARIAN CANCER BIOMARKERS

					
					
						15173589.1

					
					
						Jun 23,
2006

					
					
						 

					
					
						1

					
					
						OVA1

				
	
					
						European Patent Office

					
					
						Pending

					
					
						PREDICTIVE MARKERS FOR OVARIAN CANCER

					
					
						13170474.4

					
					
						Jun 30,
2008

					
					
						 

					
					
						2

					
					
						Correlogic

				


		 

 

			
					
						European Patent Office

					
					
						Published

					
					
						BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER

					
					
						12749936.6

					
					
						Feb 14,
2012

					
					
						 

					
					
						2

					
					
						Correlogic

				
	
					
						European Patent Office

					
					
						Published

					
					
						PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER

					
					
						11835211.1

					
					
						Oct 21,
2011

					
					
						 

					
					
						1

					
					
						OVA1

				
	
					
						France

					
					
						Issued

					
					
						BIOMARKERS FOR OVARIAN CANCER

					
					
						06773938.3

					
					
						Jun 23,
2006

					
					
						8465929

					
					
						3

					
					
						ApoC1

				
	
					
						France

					
					
						Issued

					
					
						BIOMARKERS FOR THE DETECTION OF EARLY STAGE OVARIAN CANCER

					
					
						08843957.5

					
					
						Oct 29,
2008

					
					
						7395160

					
					
						3

					
					
						CTAP3, ApoA1, CA125, Transthyretin

				
	
					
						Germany

					
					
						Issued

					
					
						BIOMARKERS FOR OVARIAN CANCER

					
					
						06773938.3

					
					
						Jun 23,
2006

					
					
						8206934

					
					
						3

					
					
						ApoC1

				
	
					
						Germany

					
					
						Issued

					
					
						BIOMARKERS FOR THE DETECTION OF EARLY STAGE OVARIAN CANCER

					
					
						08843957.5

					
					
						Oct 29,
2008

					
					
						1262202

					
					
						3

					
					
						CTAP3, ApoA1, CA125, Transthyretin

				
	
					
						Germany

					
					
						Pending

					
					
						BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER

					
					
						1120120009908

					
					
						Feb 14,
2012

					
					
						 

					
					
						2

					
					
						Correlogic

				
	
					
						Hong Kong

					
					
						Pending

					
					
						BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER

					
					
						14108246.9

					
					
						Aug 12,
2014

					
					
						 

					
					
						2

					
					
						Correlogic

				
	
					
						India

					
					
						Pending

					
					
						BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER

					
					
						7669/CHENP/2013

					
					
						Feb 14,
2012

					
					
						 

					
					
						2

					
					
						Correlogic

				
	
					
						India

					
					
						Pending

					
					
						PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER

					
					
						3989/CHENP/2013

					
					
						Oct 21,
2011

					
					
						 

					
					
						1

					
					
						OVA1

				
	
					
						India

					
					
						Published

					
					
						PREDICTIVE MARKERS FOR OVARIAN CANCER

					
					
						00556/DELNP/2010

					
					
						Jan 25,
2010

					
					
						 

					
					
						2

					
					
						Correlogic

				
	
					
						India

					
					
						Published

					
					
						PROCESS FOR DISCRIMINATING BETWEEN BIOLOGICAL STATES BASED ON HIDDEN PATTERNS FROM BIOLOGICAL DATA

					
					
						3847/KOLNP/2009

					
					
						Nov 5,
2009

					
					
						 

					
					
						4

					
					
						Non-ovarian

				


		 

 

			
					
						Japan

					
					
						Issued

					
					
						PROCESS FOR DISCRIMINATING BETWEEN BIOLOGICAL STATES BASED ON HIDDEN PATTERNS FROM BIOLOGICAL DATA

					
					
						2002-512687

					
					
						Jul 18,
2001

					
					
						6925389

					
					
						4

					
					
						Non-ovarian

				
	
					
						Japan

					
					
						Pending

					
					
						BIOMARKERS FOR OVARIAN CANCER

					
					
						2014-247178

					
					
						Jun 23,
2006

					
					
						 

					
					
						1

					
					
						OVA1

				
	
					
						Japan

					
					
						Pending

					
					
						PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER

					
					
						2013-535113

					
					
						Oct 21,
2011

					
					
						 

					
					
						1

					
					
						OVA1

				
	
					
						Japan

					
					
						Abandoned

					
					
						BIOMARKERS FOR OVARIAN CANCER

					
					
						2008-518478

					
					
						Jun 23,
2006

					
					
						 

					
					
						3

					
					
						Calgranulin C, Transthyretin

				
	
					
						New Zealand

					
					
						Pending

					
					
						PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER

					
					
						707493

					
					
						Oct 21,
2011

					
					
						 

					
					
						1

					
					
						OVA1

				
	
					
						Republic of Korea

					
					
						Published

					
					
						BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER

					
					
						10-2013-7025094

					
					
						Feb 14,
2012

					
					
						 

					
					
						2

					
					
						Correlogic

				
	
					
						United Kingdom

					
					
						Issued

					
					
						BIOMARKERS FOR OVARIAN CANCER

					
					
						06773938.3

					
					
						Jun 23,
2006

					
					
						2220506

					
					
						3

					
					
						ApoC1

				
	
					
						United Kingdom

					
					
						Issued

					
					
						BIOMARKERS FOR THE DETECTION OF EARLY STAGE OVARIAN CANCER

					
					
						08843957.5

					
					
						Oct 29,
2008

					
					
						8664358

					
					
						3

					
					
						CTAP3, ApoA1, CA125, Transthyretin

				
	
					
						United Kingdom

					
					
						Pending

					
					
						BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER

					
					
						13162227

					
					
						Feb 14,
2012

					
					
						 

					
					
						2

					
					
						Correlogic

				
	
					
						United States of America

					
					
						Issued

					
					
						BIOMARKERS FOR OVARIAN CANCER

					
					
						12/079,592

					
					
						Mar 27,
2008

					
					
						8221984

					
					
						3

					
					
						sMAP

				
	
					
						United States of America

					
					
						Issued

					
					
						BIOMARKERS FOR OVARIAN CANCER

					
					
						11/922,652

					
					
						Dec 15,
2009

					
					
						2220506

					
					
						3

					
					
						Calcyclin;
Calgranulin
C; Hepcidin

				
	
					
						United States of America

					
					
						Issued

					
					
						HEURISTIC METHOD OF CLASSIFICATION

					
					
						09/883,196

					
					
						Jun 19,
2001

					
					
						7761239

					
					
						4

					
					
						Non-ovarian

				
	
					
						United States of America

					
					
						Issued

					
					
						HEURISTIC METHOD OF CLASSIFICATION

					
					
						11/735,028

					
					
						Apr 13,
2007

					
					
						5246984

					
					
						4

					
					
						Non-ovarian

				


		 

 

			
					
						United States of America

					
					
						Issued

					
					
						METHOD OF DIAGNOSING BIOLOGICAL STATES THROUGH THE USE OF A CENTRALIZED, ADAPTIVE MODEL, AND REMOTE SAMPLE PROCESSING

					
					
						11/008,784

					
					
						Dec 10,
2004

					
					
						7096206

					
					
						4

					
					
						Non-ovarian

				
	
					
						United States of America

					
					
						Issued

					
					
						METHODS FOR DIAGNOSING OVARIAN CANCER

					
					
						12/584,832

					
					
						Sep 11,
2009

					
					
						7499891

					
					
						3

					
					
						Protein C inhibitor

				
	
					
						United States of America

					
					
						Issued

					
					
						PREDICTIVE MARKERS FOR OVARIAN CANCER

					
					
						12/165,240

					
					
						Jun 30,
2008

					
					
						8664358

					
					
						2

					
					
						ApoA1, CA125, + non OVA1/2 marker

				
	
					
						United States of America

					
					
						Issued

					
					
						PROCESS FOR DISCRIMINATING BETWEEN BIOLOGICAL STATES BASED ON HIDDEN PATTERNS FROM BIOLOGICAL DATA

					
					
						09/906,661

					
					
						Jul 18,
2001

					
					
						6925389

					
					
						4

					
					
						Non-ovarian

				
	
					
						United States of America

					
					
						Issued

					
					
						QUALITY ASSURANCE/QUALITY CONTROL FOR ELECTROSPRAY IONIZATION PROCESSES

					
					
						10/628,136

					
					
						Jul 28,
2003

					
					
						7395160

					
					
						4

					
					
						Non-ovarian

				
	
					
						United States of America

					
					
						Issued

					
					
						PREDICTIVE MARKERS FOR OVARIAN CANCER

					
					
						14/172,237

					
					
						Feb 4,
2014

					
					
						92741118

					
					
						2

					
					
						Correlogic

				
	
					
						United States of America

					
					
						Pending

					
					
						BIOMARKER PANELS, DIAGNOSTIC METHODS AND TEST KITS FOR OVARIAN CANCER

					
					
						14/099,522

					
					
						Dec 6,
2013

					
					
						 

					
					
						2

					
					
						Correlogic

				
	
					
						United States of America

					
					
						Pending

					
					
						BIOMARKERS FOR BREAST CANCER

					
					
						11/917,766

					
					
						Dec 28,
2009

					
					
						 

					
					
						4

					
					
						Non-ovarian (Breast)

				
	
					
						United States of America

					
					
						Pending

					
					
						BIOMARKERS FOR OVARIAN CANCER

					
					
						13/916,421

					
					
						Jun 12,
2013

					
					
						 

					
					
						2

					
					
						HE4, B2M, CA125, Transferrin, Transthyretin

				
	
					
						United States of America

					
					
						Pending

					
					
						BIOMARKERS FOR THE DETECTION OF EARLY STAGE OVARIAN CANCER

					
					
						13/909,022

					
					
						Jun 3,
2013

					
					
						 

					
					
						3

					
					
						CTAP3, ApoA1, CA125, Transferrin, Transthyretin

				
	
					
						United States of America

					
					
						Pending

					
					
						PREDICTIVE MARKERS AND BIOMARKER PANELS FOR OVARIAN CANCER

					
					
						14/465,682

					
					
						Aug 21,
2014

					
					
						 

					
					
						2

					
					
						Correlogic

				


		 

 

			
					
						United States of America

					
					
						Pending

					
					
						PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER

					
					
						14/073,668

					
					
						Nov 6,
2013

					
					
						 

					
					
						1

					
					
						OVA1

				
	
					
						United States of America

					
					
						Published

					
					
						OVARIAN CANCER BIOMARKERS

					
					
						11/922,621

					
					
						Apr 13,
2010

					
					
						 

					
					
						1

					
					
						OVA1

				
	
					
						United States of America

					
					
						Published

					
					
						PROGNOSTIC BIOMARKERS IN PATIENTS WITH OVARIAN CANCER

					
					
						12/422,530

					
					
						Apr 13,
2009

					
					
						 

					
					
						1

					
					
						OVA1

				



		
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