Letter Agreement dated November 6, 2003 with the University of Washington



  
 Exhibit 10.11

  
 [GRAPHIC] 
  
 UNIVERSITY OF WASHINGTON 
  
 Office of Research 
 Grant and Contract Services 
  
 November 6,
2003 
  
 Via facsimile 425.398.6599 
  
 Mr. Tom Mino 
 Chief Executive Officer 
 Lumera Corporation 
 19910 North Creek Parkway 
 P.O. Box 3008 
 Bothell, WA 98011-3008 
  

	Re: 	Lumera and The University of Washington 

  

	Dear	Tom: 

  
 The University values its relationship with Lumera and is willing to seek a modification of Lumera’s existing financial obligations for research support. The original agreement contemplated a finite duration of three years and payment
by Lumera of $9 million. In the discussions to date among you, Vice Provost Hogan, and me, we have jointly developed several points concerning a possible restructuring of Lumera’s payments. We would like to take the opportunity to summarize our
conversations to date and hereby agree to the following, which will be incorporated into a more complete agreement addressing, among other things, the right of first refusal set forth below: 
  

	 	•	Lumera’s existing payment obligations are reduced to $125,000 per quarter through the third quarter of 2004. 

  

	 	•	Lumera is not obligated to pay the additional payment amount set forth in Section 3.2 C. of the Second Amendment to the Sponsored Research Agreement, Research Plan, and Exclusive
License Agreement (“Second Amendment”). However, Lumera will endeavor to make this payment in 18 months unless making such payment would materially adversely affect Lumera’s ability to continue operations. 

  

	 	•	The Second Amendment is extended for one additional quarter through December 31, 2004. Lumera’s payment obligation to the University is $300,000 for the term of that additional
quarter. 

  

	 	•	Lumera anticipates that it would like the relationship with the University to continue through 2006 or 2007. However, in order for the agreement to extend beyond


  
 3935 University Way N.E./Seattle, WA
98105-6613/Telephone (206) 543-4043/FAX (206) 685-1732 
  









 December 31, 2004, the deliverables, scope of work and intellectual property rights set forth in the
agreement and the license will need to change. As we discussed, the University cannot agree to extend the existing license provisions to work conducted during any such extension. Instead, the license provisions will be revised so that they are
consistent with what other corporate partners receive. We understand that Lumera would like to preserve the first option to negotiate a royalty bearing license arising from the research it funds. We anticipate no difficulty in granting such an
option, as that is standard in the University’s corporate-sponsored research agreements. 
  

	 	•	If terms were established to extend the agreement beyond December 31, Lumera would pay $325,000 for each quarter in 2005 and $375,000 for each quarter in 2006.


  

	 	•	The statement of work and deliverables will be revised for the Second Amendment to reflect reduced funding as well as the quarters during which Lumera’s payment obligation was
reduced to $125,000 per quarter. The University can only do work consistent with the amount of Lumera’s funding. We will forward revised statements of work to you. 

  

	
	 Sincerely,

	
	 /s/ Suzanne Liv Page

	

	 Suzanne Liv Page

	 Director

	 Industry Agreements Division
 Grant and Contract
Services


  

	
	 Agreed and Accepted

	
	 /s/ Thomas D. Mino

	

	 Thomas D. Mino

	 CEO, Lumera Corporation

	
	11/6/03
	Date

  
 3935 University Way
N.E./Seattle, WA 98105-6613/Telephone (206) 543-4043/FAX (206) 685-1732 
  

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